ex10-5.htm


    
      EXHIBIT 10.5
 


    AMENDMENT
NUMBER FIVE

    TO
THE

    EG&G
TECHNICAL SERVICES, INC. EMPLOYEES RETIREMENT PLAN

    (2007
Restatement)

    


    The
EG&G Technical Services, Inc. Employees Retirement Plan, as restated
effective January 1, 2007, is hereby amended effective as of the dates set forth
below.

     

    
      	
              1.  

            	
              Section
      1.2 of the Plan is hereby amended effective as of January 1, 2009 to read
      in its entirety as follows:

            


    

     

    
      	
               
      

            	
              1.2

            	
              “Annuity
      Starting Date” means the first day of the month for which Retirement
      Income benefits are paid as an annuity or in any other
      form.  For the purposes of Section 1.20, the definition of
      Annuity Starting Date shall be the definition set forth in Code section
      417(f)(2).

            


    

     

    
      	
              2.  

            	
              Section
      1.20 of the Plan is hereby amended effective as of January 1, 2008 to read
      in its entirety as follows:

            


    

     

    
      	
            	
              1.20

            	
              “Equivalent
      Actuarial Value” means:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Equivalent
      value computed on the basis of interest at 7% per annum and the 1971 Group
      Annuity Mortality Table with no loading and projected by Scale E, with a
      one-year age setback for the Participant and a five-year age setback for
      any Beneficiary.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      as provided in Section 4.6, Actuarial equivalence for purposes of Section
      4.6 shall be computed on the basis of interest at 5% per annum and the
      1983 Group Annuity Mortality Table
(Unisex).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Actuarial
      equivalence for purposes of Section 5.1(c) and Option 4 and Option 5 of
      Section 5.2 shall be computed on the basis
of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Interest
      Rate:

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      Plan Years beginning prior to January 1, 2008, the annual rate of interest
      on 30-year Treasury securities for the second calendar month preceding the
      first day of the Plan Year that contains the Annuity Starting Date;
      and

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      Plan Years beginning after December 31, 2007, the “applicable interest
      rate” described in section 417(e)(3) of the
  Code.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Mortality
      Table:

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      distributions with Annuity Starting Dates prior to December 31, 2002 the
      mortality table prescribed by the Secretary of the Treasury that is based
      on the prevailing commissioners’ standard table, described in Section
      807(d)(5)(A) of the Code, that is used to determine reserves for group
      annuity contracts issued on the date as of which present value is being
      determined, without regard to any other subparagraph of Section 807(d)(5),
      as published in

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              Revenue
      Ruling 95-6 or any governmental ruling or publication superseding that
      Ruling.

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      distributions with Annuity Starting Dates on or after December 31, 2002,
      but before January 1, 2008, on the basis of the Mortality Table set forth
      in Rev. Rul. 2001-62.

            


    

     

    
      	
               
      

            	
              (C)

            	
              For
      distributions with Annuity Starting Dates on or after January 1, 2008, on
      the basis of the “applicable mortality table” described in section
      417(e)(3) of the Code.

            


    

     

    
      	
              3.  

            	
              Section
      4.6(d) of the Plan is hereby amended effective as of January 1, 2008, to
      read in its entirety as follows:

            


    

     

    
      	
               
      

            	
              (d)

            	
              For
      purposes of determining whether the limitation contained in the first
      sentence of paragraph (a) has been satisfied for any benefit that may
      commence in a form other than a straight life annuity, the Defined Benefit
      Dollar Limitation shall be adjusted (in accordance with the regulations
      prescribed by the Secretary) so that it is of Equivalent Actuarial Value
      to the limitation for a benefit payable as a straight life annuity as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Benefit
      Forms Not Subject to Code Section
417(e)(3).

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      Limitation Years beginning before July 1, 2007, the Defined Benefit Dollar
      Limitation shall be adjusted using whichever of the following produces the
      greater applicable limitation:  (I) the interest rate and
      mortality table specified in Section 1.20(b) or (ii) the interest rate and
      mortality table specified in Section 1.20(c)(ii) (with respect to a
      benefit payable in a form other than a straight life annuity) after
      adjustment, if necessary, for a benefit commencing prior to age 62 or
      after age 65).

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      Limitation Years beginning on or after July 1, 2007, the adjusted Defined
      Benefit Dollar Limitation is the greater of:  (I) the annual
      amount of the straight life annuity (if any) payable to the Participant
      under the Plan commencing at the same annuity starting date as the form of
      benefit payable to the Participant or (II) the annual amount of the
      straight life annuity commencing at the same Annuity Starting Date that
      has the same actuarial present value as the form of benefit payable to the
      Participant, computed using a 5 percent interest assumption and the
      mortality table described in Section 1.20(c)(ii) for that Annuity Starting
      Date.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Benefit
      Forms Subject to Code Section 417(e)(3).  The Defined Benefit
      Dollar limitation shall be adjusted using the following
      assumptions:

            


    

     

    
      	
               
      

            	
              (A)

            	
              For
      distributions with Annuity Starting Dates prior to January 1, 2004, the
      mortality table described in Section 1.20(b) and interest at 5% per
      annum.

            


    

     

    
      	
               
      

            	
              (B)

            	
              For
      distributions with Annuity Starting Dates on or after January 1, 2004, but
      before January 1, 2006, whichever of


            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               

            	
              the
      following produces the greater limitation: (I) the mortality table and
      interest rate described in Section 1.20(b), above, or (II) the mortality
      table described in Section 1.20(c)(ii), above, and interest at the rate of
      5.5% per annum.  If the Annuity Starting Date is on or after the
      first day of the Plan Year beginning in 2004 and before December 31, 2004,
      and the Plan applies the transition rule in section 101(d)(3) of Pension
      Funding Equity Act of 2004 in lieu of the rule set forth in the first
      sentence of this Subsection (B), the annual amount of the straight life
      annuity commencing at the same Annuity Starting Date that has the same
      actuarial present value as the Participant's form of benefit, determined
      in accordance with Notice 2004-78.

            


    

     

    
      	
               
      

            	
              (C)

            	
              For
      distributions with Annuity Starting Dates on or after January 1, 2006,
      whichever of the following produces the lower
  limitation:

            


    

     

    
      	
               
      

            	
              (I)

            	
              the
      mortality table described in Section 1.20(c)(ii) and interest at the rate
      of 5.5% per annum;

            


    

     

    
      	
               
      

            	
              (II)

            	
              the
      mortality table described in Section 1.20(c)(ii) and interest at the rate
      that provides a benefit of not more than 105% of the benefit that would be
      provided if the applicable interest rate (as described in section
      417(e)(3)) were the interest rate assumption;
or

            


    

     

    
      	
               
      

            	
              (III)

            	
              the
      mortality table and interest rate set forth in Section 1.20(b),
      above.

            


    

     

    
      	
              4.  

            	
              A
      new Section 4.9 is hereby added to the Plan, effective January 1, 2008, to
      read as follows:

            


    

     

    
      	
            	
              4.9

            	
              Funding-Based
      Limits.

            


    

     

    
      	
            	
               

            	
              To
      the extent required by Code section 436, the following funding-based
      limits on benefits and benefit accruals are effective January 1,
      2008:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Funding-Based
      Limitation on Unpredictable Contingent Event
      Benefits.  An Unpredictable Contingent Event Benefit
      payable with respect to an event occurring in a Plan Year may not be
      provided if the Adjusted Funding Target Attainment Percentage for such
      Plan Year is less than 60% or would be less than 60% taking into account
      such occurrence.  The limitation of this Subsection 4.9(a) shall
      not apply if a contribution is made in accordance with Code section
      436(b)(2).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Limitation on Plan
      Amendments Increasing Liability for Benefits.  An
      amendment that has the effect of increasing liabilities of the Plan by
      reason of increases in benefits, establishment of new benefits, changing
      

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	
               

            	
              the
      rate of benefit accrual or changing the rate at which benefits become
      nonforfeitable may not take effect for a Plan Year if the Adjusted Funding
      Target Attainment Percentage for such Plan Year is less than 80% or would
      be less than 80% taking into account such amendment.  The
      limitation of this Subsection 4.9(b) shall not apply if a contribution is
      made in accordance with Code section 436(c)(2) or, to the extent provided
      in Code section 436(c)(3), the increase is not based on a Participant’s
      compensation.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Limitation on
      Accelerated Benefit
Distributions.

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      the Adjusted Funding Target Attainment Percentage for a Plan Year is less
      than 60%, the Plan may not pay any Prohibited Payment after the valuation
      date for such Plan Year.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              During
      any period in which the Company is a debtor under Title 11, United Stated
      Code, or similar Federal or State law, the Plan may not pay any Prohibited
      Payment.  This Subsection 4.9(c)(ii) shall not apply on or after
      the Adjusted Funding Target Attainment Percentage is certified to be not
      less than 100%.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              If
      the Adjusted Funding Target Attainment Percentage for a Plan Year is 60%
      or greater but less than 80%, the Plan may not pay any Prohibited Payment
      after the valuation date for such Plan Year in an amount that exceeds the
      lesser of (A) 50% of the amount of the payment which could be made without
      regard to this Subsection 4.9(c)(iii) or (B) the present value (determined
      under guidance prescribed by the PBGC using the Code section 417(e)
      interest and mortality rates) of the maximum guarantee with respect to the
      Participant under ERISA section 4022.  Notwithstanding the
      preceding sentence, only one (1) Prohibited Payment under this Subsection
      4.9(c)(iii) may be made with respect to any Participant during any period
      of consecutive Plan Years in which the limitations of Subsection 4.9(c)(i)
      or 4.9(c)(ii) apply.  For these purposes, a Participant and
      Beneficiary, including an Alternate Payee, shall be treated as one (1)
      Participant.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              This
      Subsection 4.9(c) shall not apply to involuntary cash-outs under Code
      section 411(a)(11) to the extent such distribution is provided for in the
      Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Limitation on Benefit
      Accruals On Account of Severe Funding Shortfall.  Benefit
      accruals under the Plan shall cease as of the valuation date for a Plan
      Year if the Adjusted Funding Target Attainment Percentage for such Plan
      Year is less than 60%.  The limitation of this Subsection 4.9(d)
      shall not apply with respect to any Plan Year, effective as of the first
      of the Plan Year, if a contribution is made in accordance with Code
      section 436(e)(2).  For the 2009 Plan Year, the Adjusted Funding
      Target Attainment Percentage for the 2008 Plan Year may be used in
      determining whether the restriction of this Subsection 4.9(d)
      applies.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (e)

            	
              Treatment of Plan as
      of Close of Restriction Period.  Payments and accruals
      will resume effective as of the close of the period for which any
      limitation of payment or benefit accrual described in this Section 4.9
      applies.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Definitions.  The
      following definitions apply for purposes of this Section
    4.9.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Adjusted Funding
      Target Attainment Percentage.  The term “Adjusted Funding
      Target Attainment Percentage” has the meaning given by Code section
      436(j)(2).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Unpredictable
      Contingent Event Benefits.  The term “Unpredictable
      Contingent Event Benefit” means a benefit payable solely by reason of (A)
      a plant shutdown (or similar event as determined by the Secretary) or (B)
      an event other than the attainment of any age, performance of any service,
      receipt or derivation of any compensation, or occurrence of death or
      disability.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Prohibited
      Payment.  The term “Prohibited Payment” means (A) any
      payment, in excess of the monthly amount paid under a single life annuity
      (plus any Social Security supplements described in Code section
      411(a)(9)), to a Participant or Beneficiary whose Benefit Starting Date
      occurs during any period a limitation under Subsection 4.9(c)(i) is in
      effect, (B) any payment for the purchase of an irrevocable commitment from
      an insurer to pay benefits.

            


    

     

    
      	
              5.  

            	
              Option
      2 of Section 5.2 of the Plan is hereby amended effective as of January 1,
      2008, to read in its entirety as
follows:

            


    

     

    
      	
               
      

            	
              Option
      2.

            	
              A
      modified Retirement Income payable during the Participant’s life and after
      his death payable at the rate of 50, 75 or 100 percent of his modified
      Retirement Income, as the Participant elects, during the life of and to
      the Beneficiary named by him when he elected the
  option.

            


    

     

    
      	
              6.  

            	
              Section
      5.3(a) of the Plan is hereby amended effective as of January 1, 2007, to
      read in its entirety as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Plan Administrator, no less than 30 days and no more than 90 days prior to
      the Participant’s Annuity Starting Date, shall furnish each Participant a
      written explanation in nontechnical language of (i) the terms and
      conditions of the Qualified Joint and Survivor Annuity provided by Section
      5.1(b), (ii) the financial effect upon the Participant’s Retirement Income
      if he instead elects payment under one of the optional forms described in
      Section 5.2, (iii) in the case of a married Participant the rights of the
      Participant’s Spouse to consent or not to consent to the Participant’s
      election of an optional form of payment and (iv) the right of the
      Participant to make, and to revoke, an election under Section
      5.2.  An election under Section 5.2 may be made at any time
      after that information is 

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
      	
            	
               

            	
              furnished
      to the Participant and before the Participant’s Annuity Starting Date;
      provided that the period during which the election may be made shall be
      the 90-day period ending on the Participant’s Annuity Starting
      Date.  An election of an option under Section 5.2 may be revoked
      on a form supplied by the Plan Administrator, and a new election may be
      made at any time and any number of times during the applicable election
      period.

            


    

     

    
      	
              7.  

            	
              Section
      5.5(c) of the Plan is hereby amended effective for distributions made
      after December 31, 2008 to read in its entirety as
  follows:

            


    

     

    
      	
            	
              (c)

            	
              Eligible
      Retirement Plan

            


    

     

    
      	
            	
               

            	
              An
      Eligible Retirement Plan is an individual retirement account described in
      Section 408(a) of the Code, an individual retirement annuity described in
      Section 408(b) of the Code, an annuity plan described in Section 403(a) of
      the Code, an annuity contract described in Section 403(b) of the Code, a
      qualified trust described in Section 401(a) of the Code, or an eligible
      plan under Section 457(b) 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 which agrees to separately
      account for amounts transferred into such plan from the Plan, that accepts
      the Distributee’s Eligible Rollover Distribution.  With respect
      to a Distributee who is a non-spouse Beneficiary, only an individual
      retirement plan as provided for under section 402(c)(11) of the Code will
      qualify as an Eligible Retirement Plan.  Notwithstanding any
      other provision of the Plan to the contrary, and subject to the provisions
      of Section 408A(e) of the Code, distributions from this Plan may paid
      directly to a Roth IRA specified by a
  Distributee.

            


    

     

    
      	
              8.  

            	
              A
      new Section 5.6 is hereby added to the Plan, effective January 1, 2009, to
      read as follows:

            


    

     

    
      	
            	
              5.6

            	
              Retroactive Annuity
      Starting Date.

            


    

         

    (a) Retroactive Annuity Starting
Date.  In the event a general notice of distribution regarding
a Participant’s optional forms of payment is required and provided after the
Participant’s annuity starting date as defined in Q&A-l0(b) of Section
1.401(a)-20 of the Treasury Regulations solely due to an administrative delay in
providing such notice, the Participant’s Annuity Starting Date shall be deemed a
“retroactive annuity starting date.”  In such event, the following
shall apply:

     

    (i)           The
date the first payment is actually made to the Participant (the ‘current annuity
starting date’) shall occur no later than 90 days after the date the general
notice of distribution is provided to the Participant (unless any delay beyond
the 90 days is attributable to administrative delay in the payment of
benefits).

     

    (ii)           The
general notice of distribution shall include the Participant’s right to elect
either a retroactive annuity starting date or a current annuity starting
date.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (iii)           The
information included in the general notice of distribution shall include
information based on both the Participant’s retroactive annuity starting date
and current annuity starting date.

     

    (iv)           The
Participant shall have the opportunity to elect in writing either:

     

    (A)           A
benefit determined based on the retroactive annuity starting date,
or

     

    (B)           A
benefit determined based on the current annuity starting date.

     

    
      (v)           
In the event that:

    

    
    

     

    (A)           A
Participant elects to receive his benefit determined as of a retroactive annuity
starting date, and

     

    (B)           Under
the form of payment elected by such Participant the benefit payable to the
Participant’s Spouse upon the Participant’s death would be less than the benefit
payable to such Spouse if the Participant had elected to receive a Qualified
Joint and Survivor Annuity with his Spouse as Beneficiary determined and payable
as of the current annuity starting date, then the Participant’s Spouse must
consent in writing to the Participant’s election of such retroactive annuity
starting date.

     

    (vi)           Except
in the case where payment of the Participant’s benefit (other than a form of
payment that is subject to Section 417(e) of the Code) commences no more than 12
months after the retroactive annuity starting date, the Participant’s benefit
determined based on the retroactive annuity starting date (including any
interest adjustments) shall satisfy the requirements of Section 415 of the Code
if the current annuity starting date were to be substituted for the retroactive
annuity starting date for all purposes of determining the limits under Section
415 of the Code, including for purposes of determining the applicable interest
rate and the applicable mortality table used to adjust such limits.

     

    (vii)           If
the Participant’s benefit is payable in a form of payment which would have been
subject to Section 417(e) of the Code if payment had commenced as of the
retroactive annuity starting date, then the amount of payment as of the current
annuity starting date shall be no less than the amount of payment produced by
applying the applicable interest rate and the applicable mortality table (as
defined in Section 1.20 of the Plan), determined as of such date to the annuity
form that was used to determine the amount of payment as of the Participant’s
retroactive annuity starting date.

     

    (viii)           In
the event that a Participant elects (with Spousal consent, if applicable) to
receive his benefit determined as of a retroactive annuity starting date, the
Participant shall receive a make-up payment to reflect any missed payment or
payments for the period from the retroactive annuity starting date to the date
of the actual make-up payment, with an appropriate adjustment for interest from
the date the missed payment or payments would have been made (including, if
applicable, a payment of the single-sum value of the Participant’s retirement
income) to the date of the actual make-up payment.  If the
Participant’s benefit is paid 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    in a form
other than a single-sum payment, the benefit payments, other than any required
make-up payment, shall be in an amount that is equal to the amount which would
have been paid to the Participant had payments actually commenced on his
retroactive annuity starting date.

     

    (ix)           For
purposes of the foregoing, references to a Participant’s Spouse shall include an
alternate payee who, under the terms of a qualified domestic relations order, is
required to be treated as a surviving Spouse in the event of the Participant’s
death.

     

    (x)           Notwithstanding
the foregoing, a benefit shall not be determined based on a retroactive annuity
starting date to the extent not permitted under applicable law (including
regulations and other administrative guidance under the Code).

     

    
      	
              9.  

            	
              Section
      11.1 is hereby amended, effective January 1, 2008, by adding the following
      paragraph to the end thereof:

            


    

     

    No
amendment which has the effect of increasing Plan liabilities by reason of
increases in benefits, establishment of new benefits, changing the rate of
benefit accrual, or changing the rate at which benefits become nonforfeitable
may take effect during any Plan Year if the Plan’s AFTAP (as defined in Section
4.9(d)(i)) for such Plan Year is less than 80% (or would be less than 80% taking
into account such amendment); provided that this Section shall cease to apply to
any Plan Year, effective as of the first day of such Plan Year, upon payment by
the Employer of a contribution (in addition to any minimum required contribution
under Code Section 430) equal to the amount of the increase in the Plan’s
funding target under Code Section 430 for the Plan Year attributable to the
amendment (or sufficient to result in an AFTAP of 80%).  This
paragraph of Section 11.1 shall not apply to any amendment which provides for an
increase in benefits under a formula which is not based on a Participant’s
compensation, but only if the rate of such increase is not in excess of the
contemporaneous rate of increase in average wages of Participants covered by the
amendment.

     

    
      	EG&G Technical Services,
      Inc.	 	 
	 	 	 	 
	Dated:	12/18/09	
               

            	
              By:
      

            	/s/ H.
      Thomas Hicks	 
	 	 	 	 
	 	Title:	VP & CFO	 
	 	 	 	 


    

     

    
      8