Exhibit 10.33


 


FOURTEENTH AMENDMENT TO


KAISER GROUP INTERNATIONAL, INC.


SECTION 401(k) PLAN


 


WHEREAS, Section 10.2 of the Kaiser Group
International, Inc. Section 401(k) Plan (the “Plan”) permits the Board of
Directors of Kaiser Group International, Inc., or any committee thereof, (the “Board”)
to amend the Plan; and


 


WHEREAS, the Board would like to amend the
Plan to prospectively (1) freeze salary deferrals and matching contributions,
(2) increase profit-sharing contributions to the maximum contribution permitted
under section 415(c) of the Internal Revenue Code of 1986, as amended (the “Code”),
(3) fully vest the post-2005 profit-sharing contributions, (4) eliminate the
last day of work and 1,000 hour requirement for post-2005 profit-sharing
contributions, and (5) clarify the Plan’s Code section 415 rules to ensure that
elective deferrals are distributed first in the event of excess annual
additions.


 


NOW, THEREFORE, effective as of January 19, 2006,
the Plan is amended as follows:


 


1.             New
Section 3.1(b)(v) is added to read as follows:


 


(v)                                 Post-2005
Contributions. Employer profit-sharing contributions, and earnings thereon,
for each Plan Year beginning on or after January 1, 2006 shall be fully Vested at all times.


 


2.             Section 4.1 is
amended by adding the following paragraph to the end thereof, to read as
follows:


 


Notwithstanding the foregoing, effective as
of January 19, 2006, Salary Deferrals are frozen and no longer permitted.


 


3.             Section 4.2 is
amended by adding the following paragraph to the end thereof, to read as
follows:


 


Notwithstanding the foregoing, effective as
of January 19, 2006, Employer matching contributions are frozen and no longer
permitted.


 


4.             Section
4.4(c) is amended by replacing the phrase “the Excess Amount shall be disposed
of by reducing the Salary Deferrals of a Participant and corresponding matching
Employer contributions and forfeitures otherwise allocable to the Participant’s
Account” with the following phrase:


 


the Excess Amount shall be disposed of by first
distributing the Salary Deferrals of a Participant (and earnings thereon) and
forfeiting the corresponding Employer matching 
contributions and then, to the extent necessary, by reducing the
forfeitures otherwise allocable to the Participant’s Account


 


5.             Section
4.9(a) is amended by adding the following paragraph to the end thereof, to read
as follows:


 


Notwithstanding the foregoing, for each Plan Year
beginning on or after January 1, 2006, the Employer will contribute to the
Trust for each Participant an amount that, when added to any forfeitures
allocated to such Participant’s Account for such Plan Year, equals the “maximum
annual addition.”  The maximum annual
addition, as described in Section 12.1(b), equals the lesser of (i) $40,000, as
adjusted for increases in the cost-of-living under section 415(d) of the Code,
or (ii) 100% of the Participant’s compensation (as defined in Section
4.4(b)(iii) for the limitation year).


 

















 


6.             Section
12.8 is amended by adding the following paragraph to the end thereof, to read
as follows:


 


Notwithstanding the foregoing, effective as
of January 19, 2006, catch-up contributions are frozen and no longer permitted.


 


Executed this 18th day
of January, 2006.


 


 


	
   

  	
  KAISER GROUP INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Douglas
  W. McMinn

  	
   

  
	
   

  	
   

  	
   

  	
    Title:
  Chief Executive Officer