Exhibit 10.2
NONSTANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
MANUFACTURERS & TRADERS TRUST COMPANY
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: lf 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:
RESORT FUNDING, INC.
XXX XXXXXXX XXXXXX
XXXXXXXX, 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 5)
[ ] (v) Other:
(e) NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
XXXXXX XXXXXX, XXXXX XXXXXX & RETIREMENT COMMITTEE
(f) NAME OF PLAN: RESORT FUNDING, INC. PROFIT SHARING & 401(K) PLAN
(g)THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 001
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 JANUARY 1, 1997 .
----------------
The effective date of the amended Plan is JANUARY 1, 2000 .
----------------
(c) lf 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.
(b) "Compensation" Compensation shall be determined on the basis of the:
[ ] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
[X] (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)-l(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[ ] (v) Code Section 3401(a) Compensation, or
[X] (vi) Code Section 415 Compensation.
Compensation [X] shall [ ] 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.]
Exclusions From Compensation:
(1) overtime.
(2) bonuses.
(3) commissions.
(4)
Type of Contribution(s)
------- --------------
Exclusion(s)
-----------
Elective Deferrals [Section 7(b)] ________
Matching Contributions [Section 7(c)] ___123__
--------
Qualified Non-Elective Contributions [Section 7(d)] ___123__
--------
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.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-l(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[ ] (v) Code Section 3401(a) Compensation, or
[X] (vi) Code Section 415 Compensation.
Compensation [X] shall [ ] 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.]
Exclusions From Compensation:
(1) overtime.
(2) bonuses.
(3) commissions.
(4)
Type of Contribution(s)
------- --------------
Exclusion(s)
-----------
Elective Deferrals [Section 7(b)] ___123__
---
Matching Contributions [Section 7(c)] ___123__
---
Qualified Non-Elective Contributions [Section 7(d)] ___123__
---
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.
(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 semimonthly
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 JANUARY l
and ending on DECEMBER 31 .
lf applicable, the Limitation Year will be a short Limitation Year
commencing on and ending on ______
(f) "Net Profit" [X] (i) Not applicable (profits will not be required for any
contributions to the Plan).
[ ] (ii) As defined in paragraph l .49 of the Basic Plan Document #04.
[ ] (iii) Shall be defined as:
(Only use if definition in paragraph l .49 of the Basic Plan
Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on JANUARY l and
ending on DECEMBER 31 .
If applicable, the Plan Year will be a short Plan Year commencing on__________
and ending on ______. 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 [ ] shall [X] shall not be the date the order
is determined to be qualified. lf "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]
[X] (i) Not Applicable - Plan is not integrated with Social Security. [ ]
(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(b)] _______
Elective Deferrals [Section 6(a)] ____V__
-
Matching Contributions [Section 7(c)] ____V__
-
Qualified Non-Elective Contributions [Section 7(d)] ____V__
-
Non-Elective Contributions [Section 7(e), (f), (g)] ____V__
-
Minimum Top-Heavy Contributions [Section 7(i)] ____V__
-
(I) "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 1000 (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 ONE
[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 sdected 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.
[X] (ii) The Plan shall cover only Employees having attained age 21 (not
-- more than age 21).
(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.
[ ] (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.
[X] (iv) The Plan shall exclude from participation any nondiscriminatory
classification of Employees determined as follows:
ALL LEASED EMPLOYEES
=========================
(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. [ ] (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:
lf 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.
[ ] (i)Normal Retirement Age shall be ______ (not to exceed age 65).
[X] (ii) Normal Retirement Age shall be the later of attaining age 65
(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:
[ ] (i) Not Applicable.
[X] (ii) The Plan shall have an Early Retirement Age of 55 (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 l % -- up to 15 % of
their Compensation.
lf (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, [ ]
(ii) On the Anniversary Date of the Plan and on the first day of the
seventh month of the Plan Year,
[X] (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. [ ] (ii) A percentage
determined by the Employee on his or her enrollment form. [ ] (d) lf
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.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
[X] (C) discretionary contributions.
(ii) No NetProfits are required for:
[X] (A) Matching Contributions.
[X] (B) Qualified Non-Elective Contributions.
[ ] (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. [X] (ii) until the first day of the next valuation
period. [ ] (iii) for a period of______ month(s) (not to exceed 12
months).
[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_25__ % 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 6 %
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 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 [ ] (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
discretionarycontribution 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: [ ] (i) All
such Qualified non-Elective Contributions. [X] (ii) The amount
necessary to meet [ ] the ADP test, [ ] the ACP test, [X] Both the
ADP and ACP tests.
Qualified non-Elective Contributions will be made to: [X] (iii) All
Employees eligible to participate. [ ] (iv) Only non-Highly
Compensated Employees eligible to participate. [X] (e) Additional
Employer Contribution Other Than Qualified Non-Elective
Contributions - 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. [ ] (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. lf 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. lf 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 benefit is provided under another Plan [see
Section 1] (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. lf 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.
(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:
[X] (i) all eligible Participants.
[ ] (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.
[ ] (ii) the ACP of the affected Highly Compensated Employees.
[X] (iii) a combination of the ADP and ACP of the affected
Highly Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
[ ] (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 natching and other related
contributions as indicated below to Employees who terminate during
the Plan Year as a result of:
Other
[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.
(a) Allocation Alternatives:
lf 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.
lf 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 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 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:
lf 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] Current year's forfeitures
[3] (ii) Additional Employer contribution.
[2] (iii) Income or gain to the Plan.
(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 41 5(l)(2)), under which amounts are
treated as Annual Additions) and has completed the proper sections
below.
Complete (a), (b) and (c) only if tIne 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) lf the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master
or Prototype Plan: [X] (i) the 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) lf 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:
[X] (i) this Plan.
[ ] (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. lf the
Plan is switched to option (b)(iv), because of itsTop-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
[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 l 2-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.
(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) 25% 50% 75% 100% 100%
--- --- --- ----
(SCHEDULE VII FOR EMPLOYEES HIRED ON OR BEFORE 12/31/1999)
(viii) 20% 40% 60% 80% 100% 100% 100%
--- --- --- --- ---- ----
(SCHEDULE VIII FOR EMPLOYEES HIRED AFTER 12/31/1999)
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 VII OR VIII (AS NOTED ABOVE
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
(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.)
XXXXXXX FUNDING GROUP, INC., ITS SUBSIDIARIES AND AFFILIATES,
PEPPERTREE RESORTS, LTD., EASTERN RESORTS COMPANY, LLC
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 [X] shall [ ] shall not be permitted. lf
permitted, Employees [X] 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.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [X] are [ ] 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. lf 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.
lf 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
[ ] (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 account balance.
NOTE: lf 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: [X] (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. [
] (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:
[X] (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.
[ ] (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.
[X] (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
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan, Participants
and/or their Spouse (Surviving Spouse) [X] shall [ ] shall not have
the right to have their life expectancy recalculated annually.
lf "shall",
[] only the Participant shall be recalculated.
[X] both the Participant and Spouse shall be recalculated.
[] who is recalculated shall be determined by the Participant.
22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in
and qualification of the Prototype to:
XXXXXXX XXXXXXXXXXX
(Job Title) TRUST 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.
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
l 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
Signed for the Employer by: XXXXXX XXXXXX
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.
[X] (b) TRUSTEE:
Name of Trustee:
MANUFACTURERS AND TRADERS TRUST COMPANY
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 __30th __day of December 1999
Signed for the Trustee by: XXXXXXX XXXXXXXXXXX
Title: TRUST OFFICER
Signature:
[] (c)
CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with
paragraph l 3.4 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____________, 19 .
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 30th day of, December, 1999
Signed for the Sponsor by: XXXXXXX XXXXXXXXXXX
Title: TRUST OFFICER
Signature: ____________________________
