Common use of Highly Compensated Employee Clause in Contracts

Highly Compensated Employee. The term Highly Compensated Employee includes active Highly Compensated Employees and former Highly Compensated Employees. (i) received compensation (as defined below) from the Employer in excess of seventy-five thousand dollars ($75,000) (as adjusted pursuant to section 415(d) of the Code); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term "determination year" is substituted for the term "look-back year" and the Employee is one (1) of the one hundred (100) Employees who received the most compensation (as defined below) from the Employer during the determination year; and (ii) Employees who are five percent (5%) owners at any time during the look-back year or determination year. If no officer has satisfied the compensation requirement of (iii) above during either a determination year or look-back year, the highest paid officer for such year shall be treated as a Highly Compensated Employee. For this purpose, the determination year shall be the Plan Year. Except as otherwise elected, as provided below, the look-back year shall be the twelve (12) month period immediately preceding the determination year.

Highly Compensated Employee. The term (a) For Plan Years beginning after December 31, 1996, a Highly Compensated Employee includes active Highly Compensated Employees and former Highly Compensated Employees.means any Employee who: (i1) received compensation was a 5-percent owner (as defined belowin section 416(i)(1) of the Code) of the Employer at any time during the year or the preceding year; or (2) for the preceding year had "compensation" from the Employer in excess of seventy-five thousand dollars ($75,000) 80,000 (as adjusted by the Secretary of the Treasury pursuant to section 415(d) of the Code, except that the base period shall be the calendar quarter ending September 30, 1996); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term year for which a determination is being made is called a "determination year" and the preceding twelve (12) month period is substituted for the term called a "look-back year." and For purposes of this Subsection, the Employee is one (1term "compensation" means compensation within the meaning of section 415(c)(3) of the one hundred (100) Employees who received Code for the most compensation (as defined below) from the Employer during the "determination year; and (ii) Employees who are five percent (5%) owners at any time during the look-back year " or determination year. If no officer has satisfied the compensation requirement of (iii) above during either a determination year or "look-back year." For Plan Years commencing before January 1, 1997 "compensation" for a Participant who is a 5-Percent Owner (as defined in Section 2.5.3(g)(2)) or who receives one of the ten (10) highest compensations for the Plan Year shall include the "compensation" of his spouse, any lineal ascendants and descendants, and the spouses of any lineal ascendants and descendents. The determination of whether an Employee had "compensation" in excess of $80,000 (as adjusted by the Secretary of the Treasury), shall be made based on "compensation" paid during the preceding Plan Year. The Employee data for all plans of the Employer shall be based on the preceding Plan Year. This requirement will not apply to "determination years" beginning with or within the 1997 calendar year, and for "determination years" beginning on or after January 1, 1998, and before January 1, 2000. Satisfaction of this requirement is determined without regard to any non-retirement plans of the Employer. In determining whether an Employee is a Highly Compensated Employee for years beginning in 1997, the highest paid officer amendments to section 414(q) of the Code stated above are treated as having been in effect for such year years beginning in 1996. (b) Generally, a former Employee shall be treated as a Highly Compensated Employee if: (1) the Employee was Highly Compensated Employee when the Employee separated from service; or (2) the Employee was a Highly Compensated Employee (active) for any Plan Year that 14535 6 05/01/07 ended on or after the Employee's 55th birthday. For this purpose, the The determination year of whether a former Employee is a Highly Compensated Employee shall be based on the rules applicable to determining Highly Compensated Employee status as in effect for that "determination year", in accordance with section 1.414(q)-1T, A-7 and A-4 of the temporary Income Tax regulations and Notice 97-45. The Plan Year. Except as otherwise electedAdministrator shall apply rules, as provided belowset forth in an administrative policy, the look-back year shall be the twelve (12) month period immediately preceding the determination yearso long as such rules are reasonable, nondiscriminatory, and uniformly and consistently applied.

Highly Compensated Employee. The term Highly Compensated Each Employee includes active Highly Compensated Employees who performs services during the Plan Year for which the determination of who is highly compensated is being made (the "Determination Year") and former Highly Compensated Employees.who: (iA) received compensation (as defined below) from is a five-percent owner of the Employer in excess (within the meaning of seventy-five thousand dollars ($75,000) (as adjusted pursuant to section 415(d) of the Code); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d416(i)(1)(A)(iii) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term "determination year" is substituted for the term "look-back year" and the Employee is one (1) of the one hundred (100) Employees who received the most compensation (as defined below) from the Employer during the determination year; and (ii) Employees who are five percent (5%) owners at any time during the lookDetermination Year or the twelve-back year month period immediately preceding the Determination Year (the "Look-Back Year"); or (B) For the Look-Back Year, receives compensation (within the meaning of section 414(q)(4) of the Code; "compensation" for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year. For purposes of the preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or determination year. If no officer has satisfied (o) of the compensation requirement of (iii) above during either a determination year or look-back year, the highest paid officer for such year Code shall be treated as a single employer and (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee's fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. For To the extent that the provisions of this purposeParagraph are inconsistent or conflict with the definition of a "highly compensated employee" set forth in section 414(q) of the Code and the Treasury regulations thereunder, the determination year relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall be the Plan Year. Except as otherwise elected, as provided below, the look-back year shall be the twelve (12) month period immediately preceding the determination yeargovern and control.

Highly Compensated Employee. The term Highly Compensated Each Employee includes active Highly Compensated Employees who performs services during the Plan Year for which the determination of who is highly compensated is being made (the "Determination Year") and former Highly Compensated Employees.who: (iA) received compensation (as defined below) from is a five-percent owner of the Employer in excess (within the meaning of seventy-five thousand dollars ($75,000) (as adjusted pursuant to section 415(d) of the Code); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d416(i)(1)(A)(iii) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term "determination year" is substituted for the term "look-back year" and the Employee is one (1) of the one hundred (100) Employees who received the most compensation (as defined below) from the Employer during the determination year; and (ii) Employees who are five percent (5%) owners at any time during the lookDetermination Year or the twelve-back year or determination month period immediately preceding the Determination Year (the "Look-Back Year"); or (B) For the Look-Back Year (i) receives compensation (within the meaning of section 414(q)(4) of the Code; "compensation" for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjust-adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year; and (ii) if the Committee elects the application of this clause in such Look-Back Year, is a member of the top 20% of Employees for the Look-Back Year (other than Employees described in section 414(q)(5) of the Code) ranked on the basis of compensation received during the year. If no officer has satisfied For purposes of the compensation requirement preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of (iii) above during either a determination year or look-back year, the highest paid officer for such year Code shall be treated as a single employer, (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee's fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. For this purpose, and (iii) the Committee may elect, in accordance with the provisions of applicable Treasury regulations, rulings and notices, to make the Look-Back Year calculation for a Determination Year on the basis of the calendar year ending with or within the applicable Determination Year (or, in the case of a Determination Year that is shorter than twelve months, the determination calendar year shall be ending with or within the Plan twelve-month period ending with the end of the applicable Determination Year). Except as otherwise elected, as provided belowTo the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a "highly compensated employee" set forth in section 414(q) of the Code and the Treasury regulations thereunder, the look-back year relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall be the twelve (12) month period immediately preceding the determination yeargovern and control.

Highly Compensated Employee. The term Highly Compensated Each Employee includes active Highly Compensated Employees and former Highly Compensated Employees.who performs services during the Plan Year for which the determination of who is highly compensated is being (iA) received compensation (as defined below) from is a five-percent owner of the Employer in excess (within the meaning of seventy-five thousand dollars ($75,000) (as adjusted pursuant to section 415(d) of the Code); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d416(i)(1)(A)(iii) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term "determination year" is substituted for the term "look-back year" and the Employee is one (1) of the one hundred (100) Employees who received the most compensation (as defined below) from the Employer during the determination year; and (ii) Employees who are five percent (5%) owners at any time during the lookDetermination Year or the twelve-back year or determination month period immediately preceding the Determination Year (the `Look-Back Year'); or (B) for the Look-Back Year: (i) receives compensation (within the meaning of section 414(q)(4) of the Code, `compensation' for purposes of this Paragraph) in excess of $80,000 (with such amount to be adjusted automatically to reflect any cost-of-living adjustments authorized by section 414(q)(1) of the Code) during the Look-Back Year; and (ii) if the Committee elects the application of this clause for such Look-Back Year, is a member of the top 20% of Employees for the Look-Back Year (other than Employees described in section 414(q)(5) of the Code) ranked on the basis of compensation received during the year. If no officer has satisfied For purposes of the compensation requirement preceding sentence, (i) all employers aggregated with the Employer under section 414(b), (c), (m), or (o) of (iii) above during either a determination year or look-back year, the highest paid officer for such year Code shall be treated as a single employer, (ii) a former Employee who had a separation year (generally, the Determination Year such Employee separates from service) prior to the Determination Year and who was an active Highly Compensated Employee for either such separation year or any Determination Year ending on or after such Employee's fifty-fifth birthday shall be deemed to be a Highly Compensated Employee. For this purpose, and (iii) the Committee may elect, in accordance with the provisions of applicable Treasury regulations, rulings and notices, to make the Look-Back Year calculation for a Determination Year on the basis of the calendar year ending with or within the applicable Determination Year (or, in the case of a Determination Year that is shorter than twelve months, the determination calendar year ending with or within the twelve-month period ending with the end of the applicable Determination Year). To the extent that the provisions of this Paragraph are inconsistent or conflict with the definition of a `highly compensated employee' set forth in section 414(q) of the Code and the Treasury regulations thereunder, the relevant terms and provisions of section 414(q) of the Code and the Treasury regulations thereunder shall govern and control." 3. Sections 3.7(b) and (c) of the Plan shall be deleted and the Plan Year. Except as otherwise elected, as provided below, the look-back year following shall be the twelve (12) month period immediately preceding the determination year.substituted therefor:

Highly Compensated Employee. The term Highly Compensated An Employee includes active Highly Compensated Employees and former Highly Compensated Employees. (i) received compensation (as defined below) from who performed services for the Employer in excess of seventy-five thousand dollars ($75,000) (as adjusted pursuant to section 415(d) of during the Code); (ii) received compensation (as defined below) from the Employer in excess of fifty thousand dollars ($50,000) (as adjusted pursuant to section 415(d) of the Code) and was a member of the top-paid group (top twenty percent (20%) of non-excludable employees ranked by compensation (as defined below)) for such year; or (iii) was an officer of the Employer and received compensation (as defined below) during such year that is greater than fifty percent (50%) of the dollar limitation in effect under section 415(b)(1)(A) of the Code. The term Highly Compensated Employee also includes: (i) Employees who are both described in the preceding sentence if the term "determination year" and is substituted one or more of the following groups: (a) Employees who at any time during the "determination year" or "look-back year" were "five percent owners" of the Employer. "Five percent owner" means any person who owns (or is considered as owning within the meaning of Code Section 318) more than five percent of the outstanding stock of the Employer or stock possessing more than five percent of the total combined voting power of all stock of the Employer or, in the case of an unincorporated business, any person who owns more than five percent of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o) shall be treated as separate employers. The "look-back year" shall be the calendar year ending with or within the Plan Year for which testing is being performed, and the term "determination year" (if applicable) shall be the period of time, if any, which extends beyond the "look-back year" and ends on the Employee last day of the Plan Year for which testing is one being performed (the "lag period"). If the "lag period" is less than twelve months long, the dollar threshold amounts specified in (b), (c) and (d) above shall be prorated based upon the number of months in the "lag period". For purposes of this Section, the determination of "415 Compensation" shall be made without regard to Code Sections 125, 402(a) (8), 402(h) (1) (B) and, in the case of Employer contributions made pursuant to a salary reduction agreement, without regard to Code Section 403(b). Additionally, the one hundred dollar threshold amounts specified in (100b) Employees who received and (c) above shall be adjusted at such time and in such manner as is provided in Regulations. In the most compensation (as defined below) from case of such an adjustment, the Employer during dollar limits which shall be applied are those for the calendar year in which the "determination year; and (ii) Employees who are five percent (5%) owners at any time during the look-back year " or determination year. If no officer has satisfied the compensation requirement of (iii) above during either a determination year or "look-back year, the highest paid officer for such year shall be treated as a Highly Compensated Employee. For this purpose, the determination year shall be the Plan Year. Except as otherwise elected, as provided below, the look-back year shall be the twelve (12) month period immediately preceding the determination year" begins.