Exhibit 10.32
Plan #002
NONSTANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
NATIONAL CITY BANK
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this
section based on the lead Employer. Additional Employers may
adopt this Plan by attaching executed signature pages to the
back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
The Finish Line, Inc.
0000 X. Xxxxxxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
(b) TELEPHONE NUMBER: (000)000-0000
(c) TAX ID NUMBER: 00-0000000
(d) FORM OF BUSINESS:
[_] (i) Sole Proprietor
[_] (ii) Partnership
[X] (iii) Corporation
[_] (iv) "S" Corporation (formerly known as Subchapter S)
[_] (v) Other: ___________________________
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(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
Xxxxx Xxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxxxxx
(f) NAME OF PLAN: The Finish Line, Inc. Profit Sharing and 401(k)
Plan
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 003
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of____________.
(b) This is an amended Plan.
The effective date of the original Plan was November 1, 1989
----------------.
The effective date of the amended Plan is November 1, 2000
----------------.
(c) If different from above, the Effective Date for the Plan's Elective
Deferral provisions shall be______________.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to institutional
Trustees only.) Investment in collective or commingled funds as
permitted at paragraph 13.3(b) of the Basic Plan Document #04
shall only be made to the following specifically named fund(s):
Funds made available after the execution of this Adoption
Agreement will be listed on schedules attached to the end of this
Adoption Agreement.
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(b) "Compensation" Compensation shall be determined on the basis of the:
[X] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
[ ] (iii) Calendar Year.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-1(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[X] (v) Code Section 3401(a) Compensation, or
[ ] (vi) Code Section 415 Compensation.
Compensation [ ] shall [X] shall not include Employer
contributions made pursuant to a Salary Savings Agreement which
are not includable in the gross income of the Employee for the
reasons indicated in the definition of Compensation at 1.12 of
the Basic Plan Document #04.
For purposes of the Plan, Compensation shall be limited to $______,
the maximum amount which will be considered for Plan purposes.
[If an amount is specified, it will limit the amount of
contributions allowed on behalf of higher compensated Employees.
Completion of this section is not intended to coordinate with the
$200,000 of Code Section 415(d), thus the amount should be less
than $200,000 as adjusted for cost-of-living increases.]
(iii) Exclusions From Compensation:
(1) overtime.
(2) bonuses.
(3) commissions.
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(4) _________________
Type of Contribution(s) Exclusion(s)
----------------------- ------------
Elective Deferrals [Section 7(b)] n/a
-----------
Matching Contributions [Section 7(c)] n/a
-----------
Qualified Non-Elective Contributions [Section 7(d)]
and Non-Elective Contributions [Section 7(e)]
___________
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on
which an Employee meets the eligibility
requirements.
[ ] (ii) The earlier of the first day of the Plan Year or
the first day of the seventh month of the Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date
on which the Employee meets the eligibility
requirements. If this election is made, the Service
requirement at 4(a)(ii) may not exceed 1/2 year and
the age requirement at 4(b)(ii) may not exceed 20-
1/2.
[ ] (iv) The first day of the month coinciding with or
following the date on which an Employee meets the
eligibility requirements.
[X] (v) The first day of the Plan Year, or the first day of
the fourth month, or the first day of the seventh
month or the first day of the tenth month, of the
Plan Year coinciding with or following the date on
which an Employee meets the eligibility
requirements.
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(d) "Hours of Service" Shall be determined on the basis of the method
selected below. Only one method may be selected. The method
selected shall be applied to all Employees covered under the Plan
as follows:
[X] (i) On the basis of actual hours for which an Employee
is paid or entitled to payment.
[ ] (ii) On the basis of days worked. An Employee shall be
credited with ten (10) Hours of Service if under
paragraph 1.42 of the Basic Plan Document #04 such
Employee would be credited with at least one (1)
Hour of Service during the day.
[ ] (iii) On the basis of weeks worked. An Employee shall be
credited with forty-five (45) Hours of Service if
under paragraph 1.42 of the Basic Plan Document #04
such Employee would be credited with at least one
(1) Hour of Service during the week.
[ ] (iv) On the basis of semi-monthly payroll periods. An
Employee shall be credited with ninety-five (95)
Hours of Service if under paragraph 1.42 of the
Basic Plan Document #04 such Employee would be
credited with at least one (1) Hour of Service
during the semi-monthly payroll period.
[ ] (v) On the basis of months worked. An Employee shall be
credited with one-hundred-ninety (190) Hours of
Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at
least one (1) Hour of Service during the month.
(e) "Limitation Year" The 12-consecutive month period commencing on
November 1 and ending on October 31.
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If applicable, the Limitation Year will be a short Limitation
Year commencing on November 1 and ending on December 31 .
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Thereafter, the Limitation Year shall end on the date last
specified above.
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(f) "Net Profit"
[X] (i) Not applicable (profits will not be required for
any contributions to the Plan).
[_] (ii) As defined in paragraph 1.49 of the Basic Plan
Document #04.
[_] (iii) Shall be defined as:
______________________
(Only use if definition in paragraph 1.49 of the Basic
Plan Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on January
-------
1 and ending on December 31.
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If applicable, the Plan Year will be a short Plan Year commencing
on November 1 and ending on December 31. Thereafter, the Plan
---------- -----------
Year shall end on the date last specified above.
(h) "Qualified Early Retirement Age" For purposes of making
distributions under the provisions of a Qualified Domestic
Relations Order, the Plan's Qualified Early Retirement Age with
regard to the Participant against whom the order is entered [X]
shall [_] shall not be the date the order is determined to be
qualified. If "shall" is elected, this will only allow payout to
the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor provisions
of paragraph 8.7 of the Basic Plan Document #04 [X] are [_] are
not applicable. If not applicable, the survivor annuity shall be
___% (50%, 66-2/3%, 75% or 100%) of the annuity payable during
the lives of the Participant and Spouse. If no answer is
specified, 50% will be used.
(j) "Taxable Wage Base" [paragraph 1.79]
[_] (i) Not Applicable - Plan is not integrated with
Social Security.
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[X] (ii) The maximum earnings considered wages for such
Plan Year under Code Section 3121(a).
[_] (iii) ___% (not more than 100%) of the amount considered
wages for such Plan Year under Code Section
3121(a).
[_] (iv) $___________, provided that such amount is not in
excess of the amount determined-under paragraph
3(j)(ii) above.
[_] (v) For the 1989 Plan Year $10,000. For all subsequent
Plan Years, 20% of the maximum earnings considered
wages for such Plan Year under Code Section
3121(a).
NOTE: Using less than the maximum at (ii) may result in
a change in the allocation formula in Section 7.
(k) "Valuation Date(s)" Allocations to Participant Accounts will be
done in accordance with Article V of the Basic Plan Document #04:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
Indicate Valuation Date(s) to be used by specifying option from
list above:
Type of Contribution(s) Valuation Date(s)
----------------------- -----------------
After-Tax Voluntary Contributions [Section 6] n/a
-----
Elective Deferrals [Section 7(b)] i
-----
Matching Contributions [Section 7(c)] i
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Qualified Non-Elective Contributions [Section 7(d)] i
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Non-Elective Contributions [Section 7(e), (f) and (g)] i
-----
Minimum Top-Heavy Contributions [Section 7(i)] i
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(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period
during which an Employee is credited with 1000 (not more
----
than 1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-consecutive month
period during which an Employee is credited with 1 (not
---
more than 1,000) Hours of Service.
(iii) For Vesting Purposes: The 12-consecutive month period
during which an Employee is credited with 1000 (not more
----
than 1,000) Hours of Service.
4. ELIGIBILITY REQUIREMENTS
(a) Service:
[_] (i) The Plan shall have no service requirement.
[X] (ii) The Plan shall cover only Employees having
completed at least 1 [not more than three (3)]
Years of Service. If more than one (1) is
specified, for Plan Years beginning in 1989 and
later, the answer will be deemed to be one (1).
NOTE: If the eligibility period selected is less than
one year, an Employee will not be required to
complete any specified number of Hours of
Service to receive credit for such period.
(b) Age:
[_] (i) The Plan shall have no minimum age requirement.
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[X] (ii) The Plan shall cover only Employees having
attained age 21 (not more than age 21).
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(c) Classification:
The Plan shall cover all Employees who have met the age and
service requirements with the following exceptions:
[_] (i) No exceptions.
[X] (ii) The Plan shall exclude Employees included
in a unit of Employees covered by a collective
bargaining agreement between the Employer and
Employee Representatives, if retirement benefits
were the subject of good faith bargaining. For
this purpose, the term "Employee Representative"
does not include any organization more than half
of whose members are Employees who are owners,
officers, or executives of the Employer.
[X] (iii) The Plan shall exclude Employees who are
nonresident aliens and who receive no earned
income from the Employer which constitutes
income from sources within the United States.
[_] (iv) The Plan shall exclude from participation any
nondiscriminatory classification of Employees
determined as follows:
_______________________
(d) Employees on Effective Date:
[X] (i) Not Applicable. All Employees will be required
to satisfy both the age and Service requirements
specified above.
[_] (ii) Employees employed on the Plan's Effective Date
do not have to satisfy the Service requirements
specified above.
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[_] (iii) Employees employed on the Plan's
Effective Date do not have to satisfy the age
requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reaching a specified age, the Normal Retirement Age selected
below may not exceed the Employer imposed mandatory retirement
age.
[X] (i) Normal Retirement Age shall be 65 (not to exceed
--
age 65).
[_] (ii) Normal Retirement Age shall be the later of
attaining age (not to exceed age 65) or the (not
to exceed the 5th) anniversary of the first day
of the first Plan Year in which the Participant
commenced participation in the Plan.
(b) Early Retirement Age:
[X] (i) Not Applicable.
[_] (ii) The Plan shall have an Early Retirement Age
of_____ (not less than 55) and completion of____
Years of Service.
6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make Elective
Deferrals in any amount from 1 % up to 15 % of their
--- ---
Compensation.
If (a) is applicable, Participants shall be permitted to
amend their Salary Savings Agreements to change the
contribution percentage as provided below:
[_] (i) On the Anniversary Date of the Plan,
[X] (ii) On the Anniversary Date of the Plan and
on the first day of the seventh month
of the Plan Year,
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[_] (iii) On the Anniversary Date of the Plan and
on the first day following any
Valuation Date, or
[_] (iv) Upon 30 days notice to the Employer.
[_] (b) Participants shall be permitted to make after tax
Voluntary Contributions.
[_] (c) Participants shall be required to make after tax
Voluntary Contributions as follows (Thrift Savings Plan):
[_] (i) % of Compensation.
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[_] (ii) A percentage determined by the Employee
on his or her enrollment form.
[_] (d) If necessary to pass the Average Deferral Percentage
Test, Participants [_] may [_] may not have Elective
Deferrals recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply
to contributions under (a) above. The Average
Contribution Percentage Test will apply to
contributions under (b) and (c) above, and may
apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in
accordance with the formula or formulas selected below.
The Employer's contribution shall be subject to the
limitations contained in Articles III and X. For this
purpose, a contribution for a Plan Year shall be limited
for the Limitation Year which ends with or within such
Plan Year. Also, the integrated allocation formulas below
are for Plan Years beginning in 1989 and later. The
Employer's allocation for earlier years shall be as
specified in its Plan prior to amendment for the Tax
Reform Act of 1986.
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(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[_] (A) Matching Contributions.
[_] (B) Qualified Non-Elective Contributions.
[_] (C) discretionary contributions.
(ii) No Net Profits are required for:
[X] (A) Matching Contributions.
[X] (B) Qualified Non-Elective Contributions.
[X] (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed
regardless of profits.
[X] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each Participant's
account an amount equal to the amount withheld from the
Compensation of such Participant pursuant to his or her Salary
Savings Agreement. If applicable, the maximum percentage is
specified in Section 6 above.
An Employee who has terminated his or her election under the
Salary Savings Agreement other than for hardship reasons may not
make another Elective Deferral:
[_] (i) until the first day of the next Plan Year.
[_] (ii) until the first day of the next valuation
period.
[X] (iii) for a period of 6 month(s) (not to exceed 12
------
months).
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[X] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
[_] (i) Percentage Match: The Employer shall contribute
and allocate to each eligible Participant's
account an amount equal to ____% of the amount
contributed and allocated in accordance with
paragraph 7(b) above and (if checked) ____% of [_]
the amount of Voluntary Contributions made in
accordance with paragraph 4.1 of the Basic Plan
Document #04. The Employer shall not match
Participant Elective Deferrals as provided above
in excess of $_______ or in excess of ____% of the
Participant's Compensation or if applicable,
Voluntary Contributions in excess of $_______ or
in excess of ____% of the Participant's
Compensation. In no event will the match on both
Elective Deferrals and Voluntary Contributions
exceed a combined amount of $________ or _______%.
[X] (ii) Discretionary Match: The Employer shall contribute
and allocate to each eligible Participant's
account a percentage of the Participant's Elective
Deferral contributed and allocated in accordance
with paragraph 7(b) above. The Employer shall set
such percentage prior to the end of the Plan Year.
The Employer shall not match Participant Elective
Deferrals in excess of $_______ or in excess
of______ % of the Participant's Compensation.
[_] (iii) Tiered Match: The Employer shall contribute and
allocate to each Participant's account an amount
equal to_______ % of the first_______ % of the
Participant's Compensation, to the extent
deferred.
_______% of the next ______% of the Participant's
Compensation, to the extent deferred.
_______% of the next ______% of the Participant's
Compensation, to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as
the percentage of Participant's contribution increases.
[_] (iv) Flat Dollar Match: The Employer shall contribute
and allocate to each Participant's account $_____
if the Participant defers at least 1% of
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Compensation.
[_] (v) Percentage of Compensation Match: The Employer
shall contribute and allocate to each
Participant's account _____% of Compensation if
the Participant defers at least 1% of
Compensation.
[_] (vi) Proportionate Compensation Match: The Employer
shall contribute and allocate to each Participant
who defers at least 1% of Compensation, an amount
determined by multiplying such Employer Matching
Contribution by a fraction the numerator of which
is the Participant's Compensation and the
denominator of which is the Compensation of all
Participants eligible to receive such an
allocation. The Employer shall set such
discretionary contribution prior to the end of the
Plan Year.
[_] (vii) Qualified Match: Employer Matching Contributions
will be treated as Qualified Matching
Contributions to the extent specified below:
[_] (A) All Matching Contributions.
[_] (B) None.
[_] (C) _____% of the Employer's Matching
Contribution.
[_] (D) Up to_______% of each
Participant's Compensation.
[_] (E) The amount necessary to meet the
[_] Average Deferral Percentage
(ADP) Test, [_] Average
Contribution Percentage (ACP)
Test, [_] Both the ADP and ACP
Tests.
(viii) Matching Contribution Computation Period:
The time period upon which matching
contributions will be based shall be
[_] (A) weekly
[X] (B) bi-weekly
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[_] (C) semi-monthly
[_] (D) monthly
[_] (E) quarterly
[_] (F) semi-annually
[_] (G) annually
(ix) Eligibility for Match: Employer Matching
Contributions, whether or not Qualified,
will only be made on Employee
Contributions not withdrawn prior to the
end of the [X] valuation period [_] Plan
Year.
[X] (d) Qualified Non-Elective Employer Contribution - [See paragraphs (h) and
(i)] These contributions are fully vested when contributed.
The Employer shall have the right to make an additional discretionary
contribution which shall be allocated to each eligible Employee in
proportion to his or her Compensation as a percentage of the
Compensation of all eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be unrelated to any
Employee contributions made hereunder. The amount of Qualified non-
Elective Contributions taken into account for purposes of meeting the
ADP or ACP test requirements is:
[X] (i) All such Qualified non-Elective Contributions.
[_] (ii) The amount necessary to meet [_] the ADP test, [_] the
ACP test, [ ] Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
[_] (iii) All Employees eligible to participate.
[_] (iv) Only non-Highly Compensated Employees eligible to
participate.
[_] (e) Additional Employer Contribution Other Than Qualified Non-Elective
Contributions -
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Non-Integrated [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as a
percentage of the Compensation of all eligible Employees. This
part of the Employer's contribution and the allocation thereof
shall be unrelated to any Employee contributions made hereunder.
[X] (f) Additional Employer Contribution - Integrated Allocation Formula
[See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's contribution for the
Plan Year plus any forfeitures shall be allocated to the accounts
of eligible Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation
equal to 3% of their Compensation.
(ii) Next, any remaining Employer Contributions and
forfeitures will be allocated to Participants who have
Compensation in excess of the Taxable Wage Base (excess
Compensation). Each such Participant will receive an
allocation in the ratio that his or her excess
compensation bears to the excess Compensation of all
Participants. Participants may only receive an allocation
of 3% of excess Compensation.
(iii) Next, any remaining Employer contributions and
forfeitures will be allocated to all Participants in the
ratio that their Compensation plus excess Compensation
bears to the total Compensation plus excess Compensation
of all Participants. Participants may only receive an
allocation of up to 2.7% of their Compensation plus
excess Compensation, under this allocation method. If the
Taxable Wage Base defined at Section 3(j) is less than or
equal to the greater of $10,000 or 20% of the maximum,
the 2.7% need not be reduced. If the amount specified is
greater than the greater of $10,000 or 20% of the maximum
Taxable Wage Base, but not more than 80%, 2.7% must be
reduced to 1.3%. If the amount specified is greater than
80% but less than 100% of the maximum Taxable Wage Base,
the 2.7% must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy minimum
contribution or
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benefit is provided under another Plan [see Section
11(c)(ii)] covering the same Employees, sub-paragraphs
(i) and (ii) above may be disregarded and 5.7%, 4.3% or
5.4% may be substituted for 2.7%, 1.3% or 2.4% where it
appears in (iii) above.
(iv) Next, any remaining Employer contributions and
forfeitures will be allocated to all Participants
(whether or not they received an allocation under the
preceding paragraphs) in the ratio that each
Participant's Compensation bears to all Participants'
Compensation.
[_] (g) Additional Employer Contribution-Alternative Integrated
Allocation Formula. [See paragraph (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such contributions
are sufficient, they shall be allocated as follows:
____% of each eligible Participant's Compensation plus _____% of
Compensation in excess of the Taxable Wage Base defined at
Section 3(j) hereof. The percentage on excess compensation may
not exceed the lesser of (i) the amount first specified in this
paragraph or (ii) the greater of 5.7% or the percentage rate of
tax under Code Section 3111(a) as in effect on the first day of
the Plan Year attributable to the Old Age (OA) portion of the
OASDI provisions of the Social Security Act. If the Employer
specifies a Taxable Wage Base in Section 3(j) which is lower than
the Taxable Wage Base for Social Security purposes (SSTWB) in
effect as of the first day of the Plan Year, the percentage
contributed with respect to excess Compensation must be adjusted.
If the Plan's Taxable Wage Base is greater than the larger of
$10,000 or 20% of the SSTWB but not more than 80% of the SSTWB,
the excess percentage is 4.3%. If the Plan's Taxable Wage Base is
greater than 80% of the SSTWB but less than 100% of the SSTWB,
the excess percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be
integrated with Social Security.
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(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an
Excess Amount, such excess shall be:
[_] (i) placed in a suspense account accruing no gains
or losses for the benefit of the Participant.
[X] (ii) reallocated as additional Employer contributions
to all other Participants to the extent that they
do not have any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of
the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
Adoption Agreement shall not be less than the amount required
under paragraph 14.2 of the Basic Plan document #04. Top-Heavy
minimums will be allocated to:
[_] (i) all eligible Participants.
[X] (ii) only eligible non-Key Employees who are
Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by
reducing the:
[_] (i) the ADP of the affected Highly Compensated
Employees.
[X] (ii) the ACP of the affected Highly Compensated
Employees.
[_] (iii) a combination of the ADP and ACP of the affected
Highly Compensated Employees.
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8. ALLOCATIONS TO TERMINATED EMPLOYEES
[X] (a) The Employer will not allocate Employer related contributions to
Employees who terminate during a Plan Year, unless required to
satisfy the requirements of Code Section 401(a)(26) and 410(b).
(These requirements are effective for 1989 and subsequent Plan
Years.)
[X] (b) The Employer will allocate Employer matching and other related
contributions as indicated below to Employees who terminate during
the Plan Year as a result of:
Matching Other
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[X] [X] (i) Retirement.
[X] [X] (ii) Disability.
[X] [X] (iii) Death.
[_] [_] (iv) Other termination of employment
provided that the Participant has
completed a Year of Service as defined
for Allocation Accrual Purposes.
[_] [_] (v) Other termination of employment even
though the Participant has not
completed a Year of Service.
[_] [_] (vi) Termination of employment (for any
reason) provided that the Participant
had completed a Year of Service for
Allocation Accrual Purposes.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
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(a) Allocation Alternatives:
If forfeitures are allocated to Participants, such
allocation shall be done in the same manner as the
Employer's contribution.
[_] (i) Not Applicable. All contributions are
always fully vested.
[_] (ii) Forfeitures shall be allocated to
Participants in the same manner as the
Employer's contribution.
If allocation to other Participants is
selected, the allocation shall be as
follows:
[1] Amount attributable to Employer
discretionary contributions and
Top-Heavy minimums will be
allocated to:
[_] all eligible Participants
under the Plan.
[_] only those Participants
eligible for an
allocation of Employer
contributions in the
current year.
[_] only those Participants
eligible for an
allocation of matching
contributions in the
current year.
[2] Amounts attributable to Employer
Matching contributions will be
allocated to:
[_] all eligible
Participants.
[_] only those Participants
eligible for allocations
of matching contributions
in the current year.
[X] (iii) Forfeitures shall be applied to reduce
the Employer's contribution for such
Plan Year.
[_] (iv) Forfeitures shall be applied to offset
administrative expenses of
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the Plan. If forfeitures exceed these
expenses, (iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even
if the Employer elects (ii), (iii) or (iv) below as its
normal administrative policy.
[_] (i) Forfeitures shall be reallocated at the end
of the Plan Year during which the former
Participant incurs his or her fifth
consecutive one year Break In Service.
[_] (ii) Forfeitures will be reallocated immediately
(as of the next Valuation Date).
[_] (iii) Forfeitures shall be reallocated at the end
of the Plan Year during which the former
Employee incurs his or her __ (1st, 2nd,
3rd, or 4th) consecutive one year Break In
Service.
[X] (iv) Forfeitures will be reallocated immediately
(as of the Plan Year end).
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks
in Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated
(fill in the appropriate number):
[1] (i) Current year's forfeitures.
[2] (ii) Additional Employer contribution.
[3] (iii) Income or gain to the Plan.
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(d) Forfeitures of Excess Aggregate Contributions shall be:
[X] (i) Applied to reduce Employer contributions.
[_] (ii) Allocated, after all other forfeitures
under the Plan, to the Matching Contribution
account of each non-highly compensated
Participant who made Elective Deferrals or
Voluntary Contributions in the ratio which each
such Participant's Compensation for the Plan
Year bears to the total Compensation of all
Participants for such Plan Year. Such
forfeitures cannot be allocated to the account
of any Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied
at the end of the Plan Year in which they occur.
10. CASH OPTION
[_] (a) The Employer may permit a Participant to elect to defer
to the Plan, an amount not to exceed ____% of any
Employer paid cash bonus made for such Participant for
any year. A Participant must file an election to defer
such contribution at least fifteen (15) days prior to the
end of the Plan Year. If the Employee fails to make such
an election, the entire Employer paid cash bonus to which
the Participant would be entitled shall be paid as cash
and not to the Plan. Amounts deferred under this section
shall be treated for all purposes as Elective Deferrals.
Notwithstanding the above, the election to defer must be
made before the bonus is made available to the
Participant.
[X] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS
[X] This is the only Plan the Employer maintains or ever maintained,
therefore, this section is not applicable.
[_] The Employer does maintain or has maintained another Plan
(including a Welfare Benefit Fund or an individual medical
account (as defined in Code Section 415(1)(2)), under which
amounts are treated as Annual Additions) and has completed the
proper
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sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit
Fund or an individual medical account [as defined in Code Section
415(l)(2)] in which any Participant in this Plan is (or was) a
participant or could possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master
or Prototype Plan:
[X] (i) provisions of Article X of the Basic Plan
Document #04 will apply, as if the other plan
were a Master or Prototype Plan.
[_] (ii) Attach provisions stating the method under which
the plans will limit total Annual Additions to
the Maximum Permissible Amount, and will
properly reduce any Excess Amounts, in a manner
that precludes Employer discretion.
(b) If a Participant is or ever has been a participant in a Defined
Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion.
The Employer must also specify the interest and mortality
assumptions used in determining Present Value in the Defined
Benefit Plan.
(c) The minimum contribution or benefit required under Code Section
416 relating to Top-Heavy Plans shall be satisfied by:
[_] (i) this Plan.
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[_] (ii) ____________________________________________
(Name of other qualified plan of the Employer).
[_] (iii) Attach provisions stating the method under which
the minimum contribution and benefit provisions
of Code Section 416 will be satisfied. If a
Defined Benefit Plan is or was maintained, an
attachment must be provided showing interest and
mortality assumptions used in the Top-Heavy
Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in
accordance with paragraphs (select one or more options) [_] 7(c), [_]
7(e), [_] 7(f), [_] 7(g) and [_] 7(i) hereof. Contributions under
paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more
of the foregoing options are not selected, such Employer contributions
shall be subject to the vesting table selected by the Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and the
earnings thereon under the procedures selected below except with respect
to any Plan Year during which the Plan is Top-Heavy, in which case the
Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
unless the Employer has already elected a faster vesting schedule. If the
Plan is switched to option (b)(iv), because of its Top-Heavy status, that
vesting schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment of this Adoption
Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining Years of
Service and Breaks in Service for purposes of computing a
Participant's nonforfeitable right to his or her account balance
derived from Employer contributions:
[_] (i) shall not be applicable since Participants are
always fully vested,
[_] (ii) shall commence on the date on which an Employee
first performs an Hour of Service for the Employer
and each subsequent 12-consecutive month period
shall commence on the anniversary thereof, or
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month period shall commence on the anniversary
thereof, or
[X] (iii) shall commence on the first day of the Plan Year
during which an Employee first performs an Hour
of Service for the Employer and each subsequent
12-consecutive month period shall commence on
the anniversary thereof.
A Participant shall receive credit for a Year of Service if he or she
completes at least 1,000 Hours of Service [or if lesser, the number of
hours specified at 3(l)(iii) of this Adoption Agreement] at any time
during the 12-consecutive month computation period. Consequently, a Year
of Service may be earned prior to the end of the 12-consecutive month
computation period and the Participant need not be employed at the end of
the 12-consecutive month computation period to receive credit for a Year
of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant
who has at least one Hour of Service during or after the
1989 Plan Year. If applicable, Participants who separated
from Service prior to the 1989 Plan Year will remain
under the vesting schedule as in effect in the Plan prior
to amendment for the Tax Reform Act of 1986.
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(i) Full and immediate vesting.
Years of Service
----------------
1 2 3 4 5 6 7
-- --- -- -- -- -- --
(ii) % 100%
-----
(iii) % % 100%
----- -----
(iv) % 20% 40% 60% 80% 100%
-----
(v) % % 20% 40% 60% 80% 100%
----- -----
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) % % % % 100%
----- ----- ----- -----
(viii) 0 % 20 % 50 % 75 % 100 % % 100%
----- ----- ----- ----- ----- ----- -----
NOTE: The percentages selected for schedule (viii) may not be less for
any year than the percentages shown at schedule (v).
[X] All contributions other than those which are fully vested
when contributed will vest under schedule viii above.
----
[ ] Contributions other than those which are fully vested when
contributed will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
________ 7(c) Employer Match on Salary
Savings
________ 7(c) Employer Match on
Employee Voluntary
________ 7(e) Employer Discretionary
________ 7(f) & (g) Employer Discretionary
Integrated
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(c) Service disregarded for Vesting:
[X] (i) Not Applicable. All Service shall be considered.
[_] (ii) Service prior to the Effective Date of this Plan
or a predecessor plan shall be disregarded when computing
a Participant's vested and nonforfeitable interest.
[_] (iii) Service prior to a Participant having attained
age 18 shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility, Hours
of Service shall include Service with the following predecessor
organization(s):
(These hours will also be used for vesting purposes.)
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the
Basic Plan Document #04, [X] shall [_] shall not be permitted. If
permitted, Employees [X] may [_] may not make Rollover
Contributions prior to meeting the eligibility requirements for
participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the
Basic Plan Document #04 [_] shall [X] shall not be permitted. If
permitted, Employees [_] may [_] may not make Transfer
Contributions prior to meeting the eligibility requirements for
participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of
paragraph 8.7 of the Basic Plan Document #04.
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15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [_] are [X] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the Basic Plan
Document #04, [X] are [_] are not permitted. If permitted, repayments of
principal and interest shall be repaid to [X] the Participant's segregated
account or [_] the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
[_] shall [X] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.7 of the Basic Plan Document #04, [X] shall [_] shall not be
applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in
paragraph 13.8 of the Basic Plan Document #04, [X] shall [_]
shall not be applicable.
If applicable, Participants may direct their investments:
[_] (i) among funds offered by the Trustee.
[X] (ii) among any allowable investments.
(b) Participants may direct the following kinds of contributions and
the earnings thereon (check all applicable):
[X] (i) All Contributions
[_] (ii) Elective Deferrals
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[_] (iii) Employee Voluntary Contributions (after-tax)
[_] (iv) Employee Mandatory Contributions (after-tax)
[_] (v) Employer Qualified Matching Contributions
[_] (vi) Other Employer Matching Contributions
[_] (vii) Employer Qualified Non-Elective Contributions
[_] (viii) Employer Discretionary Contributions
[_] (ix) Rollover Contributions
[_] (x) Transfer Contributions
[_] (xi) All of above which are checked, but only to the
extent that the Participant is vested in those
contributions.
NOTE: To the extent that Employee investment direction was
previously allowed, the Trustee shall have the right to
either make the assets part of the general Trust, or
leave them as separately invested subject to the rights
of paragraph 13.8.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to retirement,
death or Disability [X] may [_] may not make application to the
Employer requesting an early payment of his or her vested account
balance.
(b) A Participant who has attained age 59-1/2 and who has not
separated from Service [X] may [_] may not obtain a distribution
of his or her vested Employer contributions. Distribution can
only be made if the Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal Retirement Age
and who has not separated from Service [X] may [_] may not
receive a distribution of his or her vested
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account balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken
away. Notwithstanding the above, to the contrary,
required minimum distributions will be paid. For timing
of distributions, see item 21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or
retirement, benefits shall be paid:
[_] (i) As soon as administratively feasible,
following the close of the valuation period
during which a distribution is requested or is
otherwise payable.
[_] (ii) As soon as administratively feasible
following the close of the Plan Year during
which a distribution is requested or is
otherwise payable.
[X] (iii) As soon as administratively feasible,
following the date on which a distribution is
requested or is otherwise payable.
[_] (iv) As soon as administratively feasible,
after the close of the Plan Year during which
the Participant incurs consecutive one-year
Breaks in Service.
[_] (v) Only after the Participant has achieved the
Plan's Normal Retirement Age, or Early
Retirement Age, if applicable.
In cases of death, Disability or retirement, benefits shall be
paid:
[_] (vi) As soon as administratively feasible,
following the close of the valuation period
during which a distribution is requested or is
otherwise payable.
[_] (vii) As soon as administratively feasible
following the close of the Plan Year during
which a distribution is requested or is
otherwise payable.
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[X] (viii) As soon as administratively feasible,
following the date on which a distribution is
requested or is otherwise payable.
(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[_] (ii) Installment Payments.
[_] (iii) Life Annuity*.
[_] (iv) Life Annuity Term Certain*.
Life Annuity with payments guaranteed for years
(not to exceed 20 years, specify all
applicable).
[_] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ]
100% survivor annuity* (specify all applicable).
[_] (vi) Other form(s) specified:___________________
*Not available in Plan meeting provisions of paragraph 8.7 of
Basic Plan Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan,
Participants and/or their Spouse (Surviving Spouse) [_] shall [X]
shall not have the right to have their life expectancy
recalculated annually.
If "shall",
[_] only the Participant shall be recalculated.
[_] both the Participant and Spouse shall be recalculated.
[_] who is recalculated shall be determined by the
Participant.
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22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in and
qualification of the Prototype to:
(Job Title) I/T EB COMPLIANCE OFFICER
(Phone Number) 000-000-0000
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address
provided on the first page of this Agreement.
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23. SIGNATURES:
Due to the significant tax ramifications, the Sponsor recommends that
before you execute this Adoption Agreement, you contact your attorney or
tax advisor, if any.
(a) EMPLOYER:
Name and address of Employer if different than specified in
Section 1 above.
This agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were adopted by
the Employer the ____day of _______ , 19__.
Signed for the Employer by:
Title:
Signature: __________________________________
The Employer understands that its failure to properly complete
the Adoption Agreement may result in disqualification of its
Plan.
Employer's Reliance: The adopting Employer may not rely on an
opinion letter issued by the National Office of the Internal
Revenue Service as evidence that the Plan is qualified under Code
Section 401. In order to obtain reliance with respect to Plan
qualification, the Employer must apply to the appropriate Key
District Office for a determination letter.
This Adoption Agreement may only be used in conjunction with
Basic Plan Document #04.
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[X] (b) TRUSTEE:
Name of Trustee:
NATIONAL CITY BANK
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
such, the Employer's Plan as contained herein was accepted by the
Trustee the ____day of________ , 20__.
Signed for the Trustee by:
Title:
Signature: _____________________ __________________________
[_] (c) CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with
paragraph 13.4 of the Basic Plan Document #04 as a Custodial
Account. As such, the Employer's Plan as contained herein was
accepted by the Custodian the ____day of ________, 20__.
Signed for the Custodian by:
Title:
Signature: _______________________ _________________________
(d) SPONSOR:
The Employer's Agreement and the corresponding provisions of the
Plan and Trust/Custodial Account Basic Plan Document #04 were
accepted by the Sponsor the ____day of ________, 20__ .
Signed for the Sponsor by:
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Title:
Signature: _______________________________________
35
