Exhibit 4.11


 


SECOND AMENDMENT TO THE


FIRST RESTATEMENT OF THE


MERIT MEDICAL SYSTEMS, INC.


401(K) PROFIT SHARING PLAN AND TRUST


 


WHEREAS, Merit Medical Systems, Inc. (the “Principal
Employer”) maintains the Merit Medical Systems, Inc. 401(k) Plan and related
trust (the “Plan”) for the benefit of its employees and the employees of its
participating affiliates, which Plan was initially adopted effective January 1991;
restated in 2001 pursuant to the First Restatement of the Merit Medical Systems, Inc.
401(k) Profit Sharing Plan and Trust; and amended April 16, 2002 pursuant
to the First Amendment to the First Restatement of the Merit Medical Systems, Inc.
401(k) Profit Sharing Plan and Trust.


 


WHEREAS, the Principal Employer desires to further
amend the Plan document to reflect recent legislative changes under the
Economic Growth and Tax Relief Reconciliation Act of 200, to permit
participant-directed diversification of the investment of Non-Qualified
Matching Contribution Accounts with respect to Employer Matching Contributions
made on or after June 1, 2002, and to make certain other clarifications.


 


NOW,
THEREFORE, the Principal Employer hereby amends the Plan as follows, effective
as of January 1, 2002 except as otherwise provided below.


 


1.                                       The first sentence of the third paragraph of Article I,
Section 11 of the Plan, the definition of “Compensation,” is amended to
delete the figure “$150,000” and to substitute in lieu thereof the figure “$200,000.”


 


2.                                       Article I, Section 16 of the Plan,
the definition of “Eligible Retirement Plan,” is amended to insert the
following sentences in lieu of the second sentence thereof:


 


“Additionally,
an Eligible Retirement Plan shall mean an annuity contract described in Section 403(b) of
the Code and an eligible plan under Section 457 of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state that agrees to
separately account for amounts transferred to such plan from this Plan.  The definition of Eligible Retirement Plan
shall also apply in the case of a distribution to a surviving spouse, or to a
spouse or former spouse who is an alternate payee under a qualified domestic
relations order as defined in Section 414(p) of the Code.”


 


3.                                       Article I,
Section 45 of the Plan, the definition of “Salary Reduction Contributions,”
is amended to read as follows:


 


“Salary
Reduction Contributions.  The
contributions made by the Employer on behalf of electing Participants pursuant
to Article III A 2 below.  In the
case of a Participant who 


 





















 


has
attained or will attain age 50 or older during the calendar year in question,
the Participant’s Salary Reduction Contributions for the year shall be treated
as “catch-up” contributions in accordance with, and subject to the limitations
of, Section 414(v) of the Code. 
Such catch-up contributions shall not be taken into account for purposes
of applying the required limitations of Sections 402(g) and 415 of the
Code and shall be disregarded in applying the provisions of the Plan that
implement the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) and
416 of the Code.”


 


4.                                       The second sentence of Article III B 1(a) of
the Plan is amended to read as follows:


 


“A
Participant’s Contribution Rate shall be any whole number percentage from zero
percent (0%) to one hundred percent (100%) as designated by the Participant
under such uniform and non-discriminatory procedures as the Administrator may
direct.”


 


5.                                       The second sentence of Article III B 1(d) of
the Plan is amended to substitute the phrase “six (6) months” for the
phrase “twelve (12) months” and to delete clause (ii) thereof, effective January 1,
2002 with respect to all Participants who received hardship distributions in
2001 or later years.


 


6.                                       Article III B 3 (a) of the Plan is
amended to read as follows:


 


“No
Salary Reduction Contributions or other Elective Deferrals shall be made on
behalf of any Participant for any calendar year in excess of the dollar
limitation in effect under Code Section 402(g) at the beginning of
the year; provided, however, that this limitation will not apply to any Salary
Reduction Contributions treated as catch-up contributions under Code Section 414(v).


 


7.                                       The first
clause of Article III B 4 (c) of the Plan is amended to read as
follows:


 


“For
purposes of this Article III B, the following definitions shall apply:”


 


8.                                       Article III B 4 (c) (1) of the
Plan is amended to add the following sentence at the end thereof:


 


“Any
provision herein to the contrary notwithstanding, ADP shall be computed without
regard to Salary Reduction Contributions that are catch-up contributions within
the meaning and limitations of Section 414(v) of the Code.”


 


9.                                       Article III B 6 of the Plan, the “multiple
use test,” is hereby deleted.


 


10.                                 Article III
B 7 of the Plan is hereby amended to delete paragraphs (b) and (c) thereof.


 


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11.                                 Article III C of the Plan is amended to
read as follows:


 


“Total
Contributions.  A Participant may,
with the consent of the Plan Administrator, rollover to the Plan, directly or
indirectly, an eligible rollover distribution from (i) a qualified plan
described in Sections 401(a) or 403(a) of the Code (excluding
after-tax contributions), (ii) an annuity contract described in Section 403(b) of
the Code (excluding after-tax contributions); (iii) an eligible plan
maintained by a state, political subdivision of a state, or agency or
instrumentality of a state or political subdivision of a state; or (iv) an
individual retirement account or annuity described in Sections 408(a) or
408(b) of the Code that is eligible to be rolled over and would otherwise
be includible in the Participant’s gross income.  Likewise the Plan may accept a direct
trustee-to-trustee transfer of assets from another retirement plan qualified
under Code Section 401(a) not constituting a taxable distribution or
rollover on behalf of a Participant. No rollover or trustee-to-trustee,
non-rollover transfer (collectively a “Transfer Contribution”) shall be accepted
unless the Plan Administrator determines that such contribution is permissible
and will not adversely affect the tax-exempt status of the Plan or require
amendment of the Plan to require optional forms of benefit not otherwise
available.  All Transfer Contributions
shall be credited to the Participant’s Transfer Account when received by the
Plan Trustees. A Participant’s Vested Benefit shall include one hundred percent
(100%) of the Accrued Benefit of his or her Transfer Account.”  Any provision in this Plan to the contrary, a
Participant’s Transfer Account balance shall be disregarded in determining
whether the Participant’s Vested Benefit exceeds the Applicable Amount for
purposes of the involuntary cash-out rules of Article VI C 4 unless
the Transfer Account contains amounts received through a direct
trustee-to-trustee, non-rollover transfer.


 


12.                                 Clause (2) of Article IV E 1 (a) of
the Plan, the definition of “Annual Addition” is amended to read as follows:


 


“all
Salary Reduction Contributions (including Excess Elective Deferrals and Excess
Contributions) other than amounts that constitute catch-up contributions under Section 414(v) of
the Code.”


 


13.                                 Article IV E 1 (d) of the Plan is
amended to substitute the figure “$40,000” for the figure “$30,000.”


 


14.                                 Article IV E 1 (i) of the Plan is
amended to substitute the phrase “one hundred percent (100%)” for the figure “(25%).”


 


15.                                 Article VI C 1 (b) of the Plan is
amended to add the following clause at the end thereof:


 


“unless
the Participant or Beneficiary elects to defer distribution to a date no later
than that permitted under the other provisions of the plan requiring
commencement.”


 


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16.                                 The first sentence of Article VI C 2 of
the Plan is amended to substitute the phrase “Article VI C 1 above” for
the phrase “Article VI C 1(a) above.”


 


17.                                 Article VI D 3 (b) of the Plan is
amended to delete the reference to  “twelve
(12) months” and to substitute in lieu thereof the phrase “six (6) months”
effective January 1, 2002 with respect to all Participants who received
hardship distributions in 2001 or later years.


 


18.                                 Effective June 1, 2002, the proviso
clause at the end of Article X B 2 (a) of the Plan is hereby deleted
and the following language is added in lieu thereof:


 


“
provided, however, that all shares of Employer stock held in Non-Qualified
Matching Contribution Accounts as of May 31, 2002 plus any additional
shares of Employer Stock received as a stock dividend or as a stock split with
respect  to such May 31, 2002 shares
shall continue to be invested in shares of Employer Stock on and after June 1,
2002, except to the extent the Employer otherwise directs.” Although the Plan
is intended to invest in Employer Stock, the Employer does not require that any
contributions made on or after June 1, 2002 be invested in Employer Stock.”


 


19.                                 Effective June 1, 2002, Article XI
A 1 of the Plan is amended to add the following sentence at the end thereof:


 


“Effective
on and after June 1, 2002, Participants may also self-direct the
investment of their Regular Accounts and Non-Qualified Matching Contribution
Accounts (other than the pre-June 1, 2002 portion of Non-Qualified
Matching Contribution Accounts required to be invested in Employer Stock as
described in Article X B 2 (a)) in the same manner and subject to the same
procedures and limitations as apply to Elective Deferral and Transfer Accounts.”


 


20.                                 The first sentence of Article XII B 4 is
amended to substitute the phrase “fifty percent (50%) of his entire right,
title and interest in the Trust Fund” for the phrase “his entire right, title
and interest in the Trust Fund.”


 


21.                                 Article XVI A 3 of the Plan, defining “Key
Employee” is amended to read as follows:


 


“Key
Employee.  Any Employee or former
Employee (including a deceased Employee) who at any time during the Plan Year
containing the Determination Date was (a) an officer of the Employer
having annual Compensation in excess of $130,000 (as adjusted under Code Section 416(i) after
December 31, 2002); (b) a five–percent owner of the Employer; or (c) a
one-percent owner of the Employer with annual Compensation of more than
$150,000.  For this purpose, “Compensation”
means compensation as defined in Section 415(c)(3) of the Code.  The determination of who is a Key Employee
will be 


 


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made
in accordance with Code Section 416(i) and the Regulations and other
generally applicable guidance issued thereunder.”


 


22.                                 Article XVI A 5 of the Plan, defining “Present
Value” is amended to read as follows:


 


“Present
Value and Account Balances.  In the
case of a defined benefit plan, the present value of a Participant’s accrued
benefit will be determined under that plan’s interest and mortality assumptions
for valuing lump sum distributions.  In
the case of this Plan or any other defined contribution plan, the account
balances of a Participant are one hundred percent of the Participant’s accrued
benefit.  In determining present values
and account balances as of any Determination Date the following rules will
apply.  First, the present value of any
accrued benefit and account balance will be increased by any distribution made
to the Participant under this Plan or any aggregated plan during the one-year
period ending on the Determination Date. 
The prior sentence will also apply to distributions under terminated
plans during the one-year period that would have been aggregated with this Plan
under Section 416(g)(1)(A)(i) of the Code.  Second, in the case of any distribution made
for a reason other than death, disability or Separation from Service,
five-years will be substituted for one-year for purposes of this provision.
Third, the accrued benefits and account balances of any Participant who has not
performed services for the Employer during the one-year period ending on the
Determination Date shall be disregarded.”


 


23.                                 The Plan is amended to (i) delete the
parenthetical phrases  “(including any
part of any account balances distributed in the five (5) year period
ending on the Determination Date)” that appear in the first sentence of Article XVI
A 8 (a) of the Plan; and (ii) delete the second sentence of the first
paragraph of Article XVI A 8 (c).


 


24.                                 The third sentence of Article XVI B 1 is
amended to read as follows:


 


“Salary Reduction Contributions shall not be taken into account for
purposes of satisfying the top-heavy minimum contribution and allocation rule.”


 


25.                                 Except as modified above, the First
Restatement of the Plan, as previously amended, is hereby ratified and continued
in accordance with its original terms.


 


IN WITNESS WHEREOF, the Principal Employer
has caused this Second Amendment to be executed by its duly authorized officer
this 26th day of July, 2002.


 


	
   

  	
  MERIT MEDICAL SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


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Seen and Approved by Zions Bank as Plan Trustee this 11th
day of October, 2002.


 


	
   

  	
  ZIONS BANK,
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 


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