Exhibit 10.20


 


EIGHTH AMENDMENT


TO THE FIRST RESTATEMENT OF THE


MERIT MEDICAL SYSTEMS, INC. 401(k) PROFIT SHARING
PLAN


 


                                                This Eighth
Amendment to the First Restatement of the Medical Systems, Inc. 401(k) Profit
Sharing Plan (the “Plan”) is adopted retroactively effective as of January 1,
2003 by Merit Medical Systems, Inc. (the “Employer”) as principal sponsor
of the Plan.


 


                                                WHEREAS, it is
necessary and desirable to amend the Plan to assure compliance with the final
and temporary regulations issued under Code Section 401(a)(9).


 


                NOW, THEREFORE, the Employer
hereby amends the Plan as follows:


 


                1.             Effective January 1, 2003, the Plan is hereby
amended to add to new Section VI C 5 to read as follows:


 


“5.           The IRS Model
Amendment language set forth in Appendix “A” to the Plan, a copy of which is
attached hereto, relating to the minimum distribution rules of Code Section 401(a)(9) shall
apply to all distributions under the Plan and shall supersede any inconsistent
provisions of the Plan.”


 


                2.             Effective January 1,
2003, Appendix “A” is hereby added to the Plan to read as follows:


 


APPENDIX “A”


401(a)(9) MODEL AMENDMENT PROVISIONS


 


SECTION 1


GENERAL RULES


 


1.1          Effective
Date


 


                                                The provisions
of this Appendix “A” will apply for purposes of determining required minimum
distributions for calendar years beginning with the 2003 calendar year.


 


1.2          Precedence


 


The requirements of this Appendix “A” will take precedence over any
inconsistent provisions of the Plan. 
Except as provided in Article VII of the Plan, the Plan provides
for distribution in a lump sum form only. 
Nothing in this Appendix “A” shall be construed, to expand the forms or
methods of distribution 


 

















 


otherwise
provide under the Plan or to allow deferral of distribution beyond the dates
specified in the Plan.


 


1.3          Requirements
of Treasury Regulations Incorporated


 


                                                All
distributions required under the Plan and this Appendix “A” will be determined
and made in accordance with the Treasury Regulations under Code Section 401(a)(9).


 


SECTION 2


TIME AND MANNER OF DISTRIBUTION


 


2.1          Required
Beginning Date


 


A Participant’s entire Vested Benefit will be distributed, or begin to
be distributed, to the Participant no later than the Participant’s Required
Beginning Date.


 


2.2          Death of
Participant Before Distributions Begin


 


If a Participant dies before distributions begin, the Participant’s
entire Vested Benefit will be distributed, or begin to be distributed, no later
than as follows:


 


(a)           If
the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
then except as provided in Section 6.1, distributions to the surviving
spouse will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by December 31
of the calendar year in which the Participant would have attained age 70-1/2,
if later.


 


(b)           If
the Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, then, except as provided in Section 6.1 of this Appendix “A”,
distributions to the Designated Beneficiary will begin by December 31 of
the calendar year immediately following the calendar year in which the
Participant died.


 


(c)           If
there is no Designated Beneficiary” as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire Vested
Benefit will be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.


 


(d)           If
the Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary and the surviving spouse dies after the Participant but before
distributions to the surviving spouse begin, this Section 2.2, 


 


 


2

















 


other
than Section 2.2(a), will apply as if the surviving spouse were the
Participant.


 


                                                For purposes of
this Section 2.2 and Section 4 of this Appendix “A”, unless Section 2.2(d) applies,
distributions are considered to begin on the Participant’s Required Beginning
Date.  If Section 2.2(d) applies,
distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 2.2(a).  If distributions pursuant to Article VII
of the Plan under an annuity purchased from an insurance company irrevocably
commence to the Participant before the Participant’s Required Beginning Date
(or to the Participant’s surviving spouse before the date distributions are
required to begin to the surviving spouse under Section 2.2(a)), the date
distributions are considered to begin is the date distributions actually
commence.


 


2.3          Forms of
Distribution


 


                                                Unless the
Participant’s interest is distributed under Article VII of the Plan in the
form of an annuity purchased from an insurance company or in a single sum on or
before the Required Beginning Date, as of the first Distribution Calendar Year,
distributions will be made in accordance with Sections 3 and 4 of this Appendix
“A”.  If the Participant’s Vested Benefit
is distributed in the form of an annuity purchased from an insurance company,
distributions thereunder will be made in accordance with the requirements of
Code section 401(a)(9) and the Treasury Regulations.


 


SECTION 3


REQUIRED MINIMUM DISTRIBUTIONS


DURING PARTICIPANT’S LIFETIME


 


3.1          Amount of
Required Minimum Distribution for Each Distribution Calendar Year


 


                                                During the
Participant’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:


 


(a)           the
quotient obtained by dividing the Participant’s Account Balance by the
distribution period in the Uniform Lifetime Table set forth in section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of
the Participant’s birthday in the Distribution Calendar Year; or


 


(b)           if
the Participant’s sole Designated Beneficiary for the Distribution Calendar
Year is the Participant’s spouse, the quotient obtained by dividing the
Participant’s Account Balance by the number in the Joint and Last Survivor
Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the
Participant’s and spouse’s attained ages as 


 


 


3

















 


of
the Participant’s and spouse’s birthdays in the Distribution Calendar Year.


 


3.2          Lifetime
Required Minimum Distributions Continue Through Year of Participant’s Death


 


                                                Required
minimum distributions will be determined under this Section 3 beginning
with the first Distribution Calendar Year and up to and including the
Distribution Calendar Year that includes the Participant’s date of death.


 


SECTION 4


REQUIRED MINIMUM DISTRIBUTIONS


AFTER PARTICIPANT’S DEATH


 


4.1          Death On or
After Date Distribution Begins


 


If a Participant dies on or after the date distributions begin, the
following rules shall apply to the distribution of the Participant’s
Account Balance, if any.


 


(a)           If
there is a Designated Beneficiary, the minimum amount that will be distributed
for each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account Balance by the
longer of the remaining Life Expectancy of the Participant or the remaining
Life Expectancy of the Participant’s Designated Beneficiary, determined as
follows:


 


(i)            The
Participant’s remaining Life Expectancy is calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


(ii)           The
Participant’s surviving spouse is the Participant’s sole Designated
Beneficiary, the remaining Life Expectancy of the surviving spouse is
calculated for each Distribution Calendar Year after the year of the
Participant’s death using the surviving spouse’s age as of the spouse’s
birthday in that year.  For Distribution
Calendar Years after the year of the surviving spouse’s death, the remaining
Life Expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s
death, reduced by one for each subsequent calendar year.


 


(iii)          If
the Participant’s surviving spouse is not the Participant’s sole Designated
Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is
calculated using the 


 


 


4

















 


age
of the beneficiary in the year following the year of the Participant’s death,
reduced by one for each subsequent year.


 


(b)           If
the Participant dies before distributions begin and there is no Designated
Beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Account Balance by the
Participant’s remaining Life Expectancy calculated using the age of the
Participant in the year of death, reduced by one for each subsequent year.


 


4.2          Death
Before Date Distributions Begin


 


If the Participant dies before the date distributions begin, the
following rules shall apply.


 


(a)           If
there is a Designated Beneficiary, the minimum amount that will be distributed
for each Distribution Calendar Year after the year of the Participant’s death
is the quotient obtained by dividing the Participant’s Account Balance by the
remaining Life Expectancy of the Participant’s Designated Beneficiary,
determined as provided in Section 4.1 of this Appendix “A”.


 


(b)           If
there is no Designated Beneficiary as of September 30 of the year
following the year of the Participant’s death, distribution of the Participant’s
entire Vested Benefit will be completed by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.


 


(c)           If
the Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole Designated Beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 2.2(a) of this Appendix “A”, this Section 4.2
will apply as if the surviving spouse were the Participant.


 


SECTION 5


DEFINITIONS


 


5.1          Definitions


 


                                                For purposes of
this Appendix “A” the following terms have the following meanings.  Except as otherwise specifically provided
herein, any term defined in Section 5.1 of this Appendix “A” has the
meaning given such term in this Section 5.1.  All references in this Appendix “A” to a “Section”
shall mean a Section of this Appendix “A” unless the context otherwise
requires.


 


 


 


5

















 


(a)           “Designated
Beneficiary” means the individual who is designated as the Participant’s
Beneficiary under Article VI of the Plan and is the designated beneficiary
under Code section 401(a)(9) and section 1.401(a)(9)-1, Q&A-4, of the
Treasury Regulations.


 


(b)           “Distribution
Calendar Year” means a calendar year for which a minimum distribution is
required.  For distributions beginning
before the Participant’s death, the first “Distribution Calendar Year” is the
calendar year immediately preceding the calendar year which contains the
Participant’s Required Beginning Date. 
For distributions beginning after the Participant’s death, the first “Distribution
Calendar Year” is the calendar year in which distributions are required to
begin under Section 2.2 of this Appendix “A”.  The required minimum distribution for the
Participant’s first “Distribution Calendar Year” will be made on or before the
Participant’s Required Beginning Date. 
The required minimum distribution for other “Distribution Calendar
Years,” including the required minimum distribution for the “Distribution
Calendar Year” in which the Participant’s Required Beginning Date occurs, will
be made on or before December 31 of that “Distribution Calendar Year.”


 


(c)           “Life
Expectancy” means a Participant’s or Beneficiary’s life expectancy as computed
by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury
Regulations.


 


(d)           “Participant
Account Balance” means the Participant’s Account Balance as of the last
Valuation Date in the calendar year immediately preceding the “distribution
calendar year” (the valuation calendar year”) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account
Balance as of dates in the “valuation calendar year” after the Valuation Date
and decreased by distributions made in the “valuation calendar year” after the
Valuation Date.  The Participant’s
Account Balance for the “valuation calendar year” includes any amounts rolled
over or transferred to the Plan either in the “valuation calendar year” or in
the “distribution calendar year” if distributed or transferred in the “valuation
calendar year.”


 


SECTION 6


SPECIAL RULES


 


6.1          Election to
Apply 5-Year Rule to Distributions to Designated Beneficiaries


 


                                                If a
Participant dies before distributions begin and there is a Designated
Beneficiary, distribution to the Designated Beneficiary is not required to
begin by the date specified in Section 2.2(a), (b) or (d) above,
but the Participant’s entire 


 


 


6

















 


Account
Balance shall be distributed no later than December 31st of the
calendar year which contains the fifth anniversary of the Participant’s
death.  If the Participant’s surviving
spouse is the Participant’s sole Designated Beneficiary and the surviving
spouse dies after the Participant but before distributions to the Participant
or surviving spouse begin, this provision shall apply as if the surviving
spouse were the Participant.


 


IN
WITNESS WHEREOF, the Employer has caused this Eighth Amendment to be executed
this 15th day of February, 2007.


 


	
   

  	
   

  	
   

  	
  MERIT
  MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:
  

  	
  /s/
  Fred P. Lampropoulos

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Fred
  P. Lampropoulos

  
	
   

  	
   

  	
   

  	
  Its:

  	
  President
  and CEO

  
								



 


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