Exhibit 10(e)(10)


 


TENTH
AMENDMENT TO THE


KAISER
GROUP INTERNATIONAL, INC.


SECTION
401(k) PLAN


 


WHEREAS, Kaiser
Group International, Inc., which was formerly known as ICF Kaiser
International, Inc. (the “Company”), maintains that Kaiser Group International,
Inc. Section 401(k) Plan (the “Plan”), which was most recently restated
effective as of January 1, 1996; and


 


WHEREAS, the Plan as
so restated has been amended on nine occasions; and


 


WHEREAS, the Company
has decided to amend the Plan to reconcile certain references set forth in
prior amendments; and


 


WHEREAS, the IRS has
requested certain amendments to the Plan as a condition to the issuance of a
favorable determination letter;


 


NOW, THEREFORE,
effective as of the dates specifically set forth below, the Plan is amended in
the manner hereinafter set forth.


 


1.             The third and fourth
sentences of the first paragraph of Section 1.9 of the Plan are hereby amended,
effective as of January 1, 1997, to provide as follows:


 


Compensation generally includes only those items specified in Treasury
Regulations § 1.415-2(d)(2) and shall exclude all items specified in Treasury
Regulations § 1.415-2(d)(3).  Effective
January 1, 1998, notwithstanding the
above, for purposes of Section 4.1 of the Plan, salary reduction amounts
contributed to the Company’s Dependent Care Assistance plan, the Health
Flexible Spending Account Plan, Pre-tax Contribution Plan, and this Plan shall
be considered Compensation; and provided, further, that, effective for Plan
Years beginning on and after January 1, 2001, notwithstanding the provisions set forth above, for purposes of Section
4.1 of the Plan, qualified transportation fringe benefits excluded from gross
income by reason of Section 132(f)(4) of the Code shall be considered
Compensation.


 


2.             The second paragraph of Section 1.9 of the
Plan is hereby amended, effective as of January 1, 1997, by the addition of two
sentences after the first sentence of said paragraph to provide as follows:


 


Prior to January 1, 1997, for purposes of
applying the limits on compensation under Section 401(a)(17) of the Code, a
Highly Compensated Employee’s Family Member shall be treated as a single
employee with one compensation, and the dollar limit will be allocated among
the members of the family unit in proportion to each member’s
compensation.  On and after January 1,
1997, such family aggregation rules shall no longer apply.


 

















 


3.             Clause
(ii) of Section 1.12 of the Plan is hereby amended, effective as of January 1,
1997, as follows:


 


(ii)           for periods prior to January
1, 1997, such services are of a type historically performed by employees in the
business field of the recipient and after December 31, 1996, such services are
performed under the primary direction or control of the recipient.


 


4.             Section 1.16 of the
Plan is hereby amended, effective as of January 1, 1997, by the deletion of the
last sentence thereof and by the addition of the following language at the end
thereof:


 


Effective for years after December 31, 1996, the following procedure
shall be used to distribute Excess Contributions:


 


Step 1:            The dollar amount of Excess Contributions
for each Highly Compensated Employee will be calculated as described in Code
Section 401(k)(8)(B) and Treasury Regulation §1.401(k)-1(f)(2).


 


Step 2:            The total of all the dollar amounts
calculated in Step 1 will be determined.


 


Step 3:            The total determined under Step 2 will be
distributed by reducing the Salary Deferrals of the Highly Compensated Employee
with the highest dollar amount of Salary Deferrals by the amount required to
cause such Employee’s Salary Deferrals to equal the dollar amount of the Salary
Deferrals of the Highly Compensated Employee with the next highest dollar
amount of Salary Deferrals.  This step
is repeated in turn for each Highly Compensated Employee, based on the highest
dollar amounts of Salary Deferrals, until the all Excess Contributions (as
determined in Step 2) are distributed.


 


5.             Section
1.20 of the Plan is hereby amended, effective as of January 1, 1997, by: (i)
the correction the cross reference in clause (a) from “Section 4.3(b)(ii)” to
“Section 4.4(b)(iii)” and the cross reference in the last sentence thereof from
“Section 1.17” to “Section 1.20”; and (ii) the addition of a paragraph at the
end thereof to provide as follows:


 


Prior to January 1, 1997, the term “Highly Compensated Employee” shall
reflect the provisions of Section 414(q)(6) of the Code as it existed prior to
the repeal of the family aggregation rules, as follows:


 


(A)          Treatment
of certain family members


 


In general.  If an individual is
a member of the family of a 5-percent owner or of a Highly Compensated Employee
in the group consisting of the 10 highly compensated Employees paid the highest
compensation during the year, then—


 


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(i)            Such
individual shall not be considered a separate employee, and


 


(ii)           Any
compensation paid to such individual (and any applicable contribution and
benefit on behalf of such individual shall be treated as if it were paid to
(and on behalf of) the 5-percent owner or Highly Compensated Employee.


 


(B)           Family.  For purposes of subparagraph (a), the term
“family” means, with respect to any employee, such Employee’s spouse and lineal
ascendants or descendants and the spouses of such lineal ascendants or
descendants.


 


(C)           Rules
to apply to the provisions.


 


(i)            In
general, except as provided in regulations and in clause (ii), the rules of
subparagraph (A) shall be applied in determining the compensation of (or any
contributions or benefits on behalf of) any Employee for purposes of any
section with respect to which a Highly Compensated Employee is defined by
reference to this subsection.


 


(ii)           Exception
for determining integration levels. 
Clause (i) shall not apply in determining the portion of the compensation
of a participant which is under the integration level for purposes of section
401(l).


 


After December 31, 1996, such family aggregation rules shall no longer
apply.


 


6.             Section 1.36 of the Plan is hereby
amended, effective as of  January 1,
1997, to provide as follows:


 


1.36         “§415 Compensation” shall
mean Compensation as defined in Section 4.4(b)(iii) of the Plan.


 


7.             Effective as of January 1, 2001, the
sentence added by Item 6 of the seventh Amendment to the Plan is hereby added
to Section 4.2 of the Plan and is amended by the addition of the phrase “On and
after January 1, 2001,” at the beginning thereof.


 


8.             Effective as of January 1, 2001, the
reference to the last sentence of Section 4.3 in Item 6 of the seventh
Amendment to the Plan is hereby deleted.


 


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9.             Section 4.4(b)(iii)
of the Plan is hereby amended, effective as of January 1, 1997, as follows:


 


(iii)          The
term “§ 415 Compensation” shall mean compensation as defined in Section
415(c)(3) of the Code, including all of the items listed in Treasury Reg. §
1.415-2(d)(2) and excluding all of the items listed in Treasury Reg. §
1.415-2(d)(3).  For Limitation Years
beginning after December 31, 1997, for purposes of applying the limitations
under Section 4.4, compensation paid or made available during such Limitation
Year shall include any elective deferral (as defined in Section 402(g)(3) of
the Code) and any amount that is contributed or deferred by the Employer at the
election of an Employee and that is not includible in gross income of the
Employee by reason of Section 125 or 457 of the Code.  For Plan and Limitation Years beginning on and after January 1,
2001, for purposes of applying the limitations under Section 4.4, compensation
paid or made available during such Plan and Limitation Years shall include
elective amounts that are not includible in gross income of an Employee by
reason of Section 132(f)(4) of the Code.


 


10.           Section 4.4(b) of the
Plan is hereby amended, effective as of January 1, 1997, by the substitution of
the term “§415 Compensation” for the references to “Compensation” therein.


 


11.           Clause (i) of Section
4.4(b)(x) of the Plan is hereby amended, effective as of January 1, 1996, to
provide as follows:


 


(i) effective
for Limitation Years beginning after December 31, 1994, $30,000 (as adjusted
under Section 415(d) of the Code), or


 


12.           The
second sentence of Section 4.4(c) of the Plan is hereby amended, effective as
of January 1, 1997, by the addition of language following the words “If the
Annual Additions to the Account of a Participant in any Limitation Year would
otherwise exceed such amount” to provide as follows:


 


by reason of a reasonable error in estimating a Participant’s annual
compensation or in determining the amount of Salary Deferrals that may be made
with respect to any Participant under Section 415 of the Code,


 


13.           Section 4.5(d) of the
Plan is hereby amended, effective as of January 1, 1996, by the correction of
the phrase “shall be distribution” of the first sentence thereof to the phrase
“shall be distributed” and the amendment of the last sentence of the third
paragraph of Section 4.5(d) to provide as follows:


 


All
distributions of Excess Contributions shall be accomplished in accordance with
Section 1.16.


 


14.           Sections 4.7 through Section 4.11 of the
Plan are hereby renumbered, effective as of June 30, 2003, as Section 4.5, 4.6,
4.7, 4.8 and 4.9, respectively.


 


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15.           The penultimate
sentence of the first sentence of Section 4.6  of the Plan is hereby
amended, effective January 1, 1997, to provide as follows:


 


Prior to January 1, 1997, the family aggregation rules shall apply in
determining whether there are excess aggregate contributions for a Plan Year.


 


16.           Section 4.6 of the Plan
is hereby amended, effective as of January 1, 1997, by the addition of a
sentence after the second sentence of the first paragraph thereof to provide as
follows:


 


Effective for
years after December 31, 1996, any excess Matching employer contributions (and
any contributions deemed to be after-tax contributions) shall be distributed
pursuant to the method described in Section 1.16, except that the term “excess
aggregate contributions” (meaning excess Matching employer contributions and
any contributions deemed to be after-tax contributions) shall be substituted
for the term ‘Excess Contributions.


 


17.          Section 4.8 of the Plan is hereby amended,
effective as of  January 1, 1997, by the
deletion of the last two sentences thereof.


 


18.           Section 8.3(c)(iii) of
the Plan is hereby amended, effective as of January 1, 2000, by the addition of
a sentence at the end thereof to provide as follows:


 


Effective
January 1, 2000, an “eligible rollover distribution” shall also exclude
hardship withdrawals (as defined in Code Section 401(k)(2)(B)(i)(IV)) that are
attributable to a Participant’s Salary Deferrals.


 


19.           The last sentence of paragraph (c) of
Section 8.3 of the Plan is hereby amended, effective as of January 1, 2002, by
the insertion of the clause “, prior 
January 1, 2002” after the word “distributee.”


 


20.           All references in Item 1 in the Ninth
Amendment to the Plan to Section 8.3 of the Plan shall mean, effective as of
June 30, 2003, Section 8.4.


 


21.           Items 1 and 13 of the Ninth Amendment to the
Plan are hereby amended, effective as of June 30, 2003, by the deletion of the
references to Sections 8.3(e) and (f).


 


22.           Item 12 of the Ninth Amendment to the Plan
is hereby amended, effective as of June 30, 2003, by the substitution of the
reference to “Section 8.4” in place of the reference to Section 8.3(f)(7).


 


23.           Item 13 of the Ninth Amendment to the Plan
is hereby amended, effective as of June 30, 2003, to provide as follows:


 


Effective as of the later of
July 30, 2003, or the 90th day after individuals have been furnished
a summary that reflects the elimination from the Plan of the optional form of
benefit described in Section 8.3(d),


 


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Section 8.4 is amended by: (i) the
deletion of paragraphs (a), (b), (c), (d), (e), and (f); (ii) the renumbering
of paragraph (g), (h), (i) and (j) as (a), (b), (c), and (d); and (iii) the
amendment of new paragraph (b) to provide as follows:


 


(b)           Form of Distribution.  The benefit shall be paid to the
Participant’s beneficiary in the lump sum form of distribution described in
Section 8.3(b).


 


24.           Item 14 of the Ninth Amendment to the Plan
is hereby amended, effective as of June 30, 2003, by the substitution of the
reference to “Section 8.7” in place of the reference to “Section 8.6”.


 


25.           Item 15 of the Ninth Amendment to the Plan
is hereby amended, effective as of June 30, 2003, by the substitution of the
reference to “Section 8.8” in place of the reference to “Section 8.7”.


 


 


Executed
this 17th day of March, 2004.


 


	
   

  	
  KAISER GROUP
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John T. Grigsby, Jr.

  
	
   

  	
   

  	
  Title:  President

  
				



 


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