1
EXHIBIT 4.2
PLAN #003
STANDARDIZED
ADOPTION AGREEMENT
REGIONAL
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST
SPONSORED BY
LBMC EMPLOYEE BENEFITS GROUP, LLC
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 Regional Prototype Plan and Trust Basic Plan Document #R1.
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 xxxxxxxxx executed signature pages to the
back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
FRANKLIN NATIONAL BANK
000 XXXXXX 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
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[ ] (iv) "S" Corporation (formerly known as
Subchapter S)
[ ] (v) Other:
(e) NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
(f) NAME OF PLAN: XXXXXXXX FINANCIAL EMPLOYEES RETIREMENT SAVINGS
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 MARCH 1, 1990.
The effective date of the amended Plan is JANUARY 1, 1998.
(c) If different from above, the Effective Date for the Plan's
Elective Deferral provisions shall be_________.
3. DEFINITIONS
(a) "Collective or Commingled Funds"
[X] (i) Not Applicable - Non-Institutional Trustee.
[ ] (ii) Investment in collective or commingled funds
as permitted at paragraph 13.3(b) of the
Basic Plan Document #R1 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" [paragraph 1.12]
(i) Compensation Measurement Period - Compensation shall
be determined on the basis of the:
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[X] (1) Plan Year.
[ ] (2) Employer's Taxable Year.
[ ] (3) 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):
[X] (4) Code Section 6041 and 6051
Compensation,
[ ] (5) Code Section 3401(a) Compensation,
or
[ ] (6) Code Section 415 Compensation.
(ii) Application of Salary Savings Agreements:
Compensation shall exclude Employer contributions
made pursuant to a Salary Savings Agreement under:
[ ] (1) Not applicable, no such agreement
exists.
[X] (2) Not applicable, no Employer
contributions made pursuant to a
Salary Savings Agreement shall be
excluded.
[ ] (3) A Cash or Deferred Profit-Sharing
Plan under Code Section 401(k) or
Simplified Employee Pension under
Code Section 402(h)(1)(B).
[ ] (4) A flexible benefit plan under Code
Section 125.
[ ] (5) A tax deferred annuity under Code
Section 403(b).
(iii) Maximum Compensation
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 limit of Code Section
415(d), thus the amount should be less than the
$200,000 limit as adjusted for cost-of-living
increases.]
(c) "Entry Date" [paragraph 1.30]
(i) The first day of the Plan Year during which an
Employee meets the eligibility requirements.
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(ii) The first day of the Plan Year nearest the date on
which an Employee meets the eligibility requirements.
(iii) 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.
(iv) 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.
(v) The first day of the month coinciding with or
following the date on which an Employee meets the
eligibility requirements.
(vi) 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.
Indicate Entry Date(s) to be used by specifying option from
list above:
Type of Contribution(s) Entry Date(s)
----------------------- -------------
For Discretionary Profit-Sharing Contributions
under 7(e), (f) and (g) VI*
-------------
For all other contributions (Option (i) not
available for these contributions) VI*
-------------
*EMPLOYEES HIRED BETWEEN 10/01/97 AND 12/31/97 WILL ENTER THE PLAN
EFFECTIVE 01/01/98.
(d) "Hour of Service" [paragraph 1.41]
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 1.41 of
the Basic Plan Document #R1 such Employee
would be credited with at least one (1) Hour
of Service during the day.
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[ ] (iii) On the basis of weeks worked.
An Employee shall be credited with
forty-five (45) Hours of Service if under
paragraph 1.41 of the Basic Plan Document
#R1 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 1.41 of the Basic Plan Document
#R1 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 1.41 of the Basic Plan
Document #R1 such Employee would be credited
with at least one (1) Hour of Service during
the month.
(e) "Limitation Year" [paragraph 1.44]
The 12-consecutive month period commencing on JANUARY 1 and
ending on DECEMBER 31.
If applicable, the Limitation Year will be a short Limitation
Year commencing on ___________ and ending on _____________.
Thereafter, the Limitation Year shall end on the date last
specified above.
(f) "Net Profit"
[X] (i) Not applicable (profits will not be required
for any contributions to the Plan).
[ ] (ii) As defined in paragraph 1.48 of the Basic
Plan Document #R1.
[ ] (iii) Shall be defined as:
------------------------------------------
(Only use if definition in paragraph 1.48 of
the Basic Plan Document #R1 is to be
superseded.)
(g) "Plan Year" [paragraph 1.57]
The 12-consecutive month period commencing on JANUARY 1 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.
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(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 #R1 [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 1.63]
[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 #R1:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
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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]
-----
Elective Deferrals [Section 7(b)] 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)]
-----
(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month
period during which an Employee is credited with 0
(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 * (not more than 1,000) Hours of Service. (For
Plan Years beginning in 1990 and thereafter, if a
number greater than 501 is specified, it will be
deemed to be 501.)
(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 [ARTICLE II]
(a) Service:
(i) For Elective Deferrals, and Required Voluntary
Contributions or Employer Contributions [unless
specified otherwise at (ii) below]:
[ ] (1) The Plan shall have no service
requirement.
[X] (2) The Plan shall cover only Employees
having completed at least 3 MONTHS
[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).
*500 HOURS FOR EMPLOYER PROFIT SHARING CONTRIBUTIONS;
0 HOURS FOR EMPLOYER MATCHING CONTRIBUTIONS
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Not more than three (3) years may be specified. If more than
two (2) years is specified, for Plan Years beginning in 1989
and later, the requirement will be deemed to be two (2) years.
NOTE: If the eligibility period selected is or includes a
fractional year, an Employee will not be required to
complete any specified number of Hours of Service to
receive credit for such period. Participants will be
eligible for Top-Heavy minimum contributions after
the period in (i) above, assuming they satisfy the
other requirements of this Section 4.
(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:
[X] (i) No exceptions.
[ ] (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.
(d) Employees on Effective Date:
[ ] (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 at [ ] (a)(i),
[ ] (a)(ii), [ ] both.
[ ] (iii) Employees employed on the Plan's Effective
Date do not have to satisfy the age
requirements specified above.
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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 [ARTICLE IV]
[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,
[ ] (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.
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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.
(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.
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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 [X] next
valuation period [ ] second valuation period
following termination. [ ] third valuation
period following termination.
[ ] (iii) for a period of month(s) (not to exceed
12 months).
[X] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
[X] (i) PERCENTAGE MATCH: The Employer shall
contribute and allocate to each eligible
Participant's account an amount equal to
50*% 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 #R1. 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 %.
[ ] (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.
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*EMPLOYER MATCHING CONTRIBUTIONS SHALL BE MADE IN THE FORM OF EMPLOYER
STOCK
[ ] (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 xxx % 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
[ ] (B) bi-weekly
[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
[X] (G) annually
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(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.
[ ] (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:
[ ] (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.
[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
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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 benefit is provided under
another Plan [see Section 11(d)(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 #R1.
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 are
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 [PARAGRAPH 5.3]
(a) For Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990, the
Employer will not allocate Employer related
contributions to any Participant who
terminates employment during the Plan Year.
[ ] (ii) The Employer will allocate Employer related
contributions to Employees who terminate
during the Plan Year as a result of:
[ ] (1) Retirement.
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[ ] (2) Disability.
[ ] (3) Death.
[ ] (4) Other termination provided that the
Participant has completed a Year of Service.
[ ] (5) Other termination.
(b) For Plan Years beginning in 1990 and thereafter, the Employer
will allocate Employer related contributions to any
Participant who is credited with more than 500 Hours of
Service or is employed on the last day of the Plan Year
without regard to the number of Hours of Service.
The Employer will also allocate Employer related contributions
to any Participant who terminates during the Plan Year without
accruing the necessary Hours of Service if they terminate as a
result of:
[X] (i) Retirement.
[X] (ii) Disability.
[X] (iii) Death.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of
amounts other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
[ ] (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 matching contributions
in the current year.
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[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.
[ ] (iii) Forfeitures shall be applied to reduce the
Employer's contribution for such Plan Year.
[X] (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).
[X] (iii) Forfeitures shall be reallocated at the end
of the Plan Year during which the former
Employee incurs his or her 1 (1st, 2nd, 3rd,
or 4th) consecutive one year Break In
Service.
[ ] (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.
[3] (ii) Additional Employer contribution.
[2] (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
Participants.
[X] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS [ARTICLE X]
[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(l)(2)], under which
amounts are treated as Annual Additions) and has completed the
proper sections below.
Complete (a) if you maintain Paired Plan #R1001 (Regional Prototype
Profit-Sharing Plan) or #R1002 (Regional Prototype Money Purchase
Plan).
(a) The minimum contribution required under paragraph 14.2 of
Basic Plan Document #R1 shall be made to:
[ ] (i) This Plan.
[ ] (ii) Paired Plan # .
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NOTE: If you maintain Defined Contribution Paired Plan #R1002 it is
suggested that you list that Plan number above.
Complete (b), (c) and (d) only if you maintain or ever maintained
another qualified plan (other than Paired Plan #R1001 or #R1002),
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.
(b) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a
Regional Prototype Plan:
[ ] (i) The provisions of Article X of the Basic
Plan Document #R1 will apply, as if the
other plan were a Regional 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.
(c) 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.
(d) The minimum contribution or benefit required under Code
Section 416 relating to Top- Heavy Plans shall be satisfied
by:
[ ] (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 [ARTICLE IX]
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.
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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
[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) 0% 0% 100%
(iv) __% 20% 40% 60% 80% 100%
(v) __% __% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) __% __% __% __% 100%
(viii) __% __% __% __% ___% ___% 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 III.
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 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.
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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 #R1, [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 #R1, [X] shall [ ] shall not be permitted.
If permitted, Employees [X] may [ ] may not 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 #R1.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic
Plan Document #R1, [X] are [ ] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.4 of the Basic Plan
Document #R1, [X] are [ ] are not permitted. If permitted, repayments
of principal and interest shall be repaid to [ ] the Participant's
segregated account or [X] the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.5 of the Basic Plan Document
#R1 [ ] shall [X] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.6 of the Basic Plan Document #R1, [X] shall [ ] shall not be
applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in
paragraph 13.7 of the Basic Plan Document #R1, [X] shall [ ]
shall not be applicable.
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If applicable, Participants may direct their investments:
[X] (i) among funds offered by the Trustee.
[ ] (ii) among any allowable investments.
(b) Participants may direct the following kinds of contributions
and the earnings thereon (check all applicable):
[ ] (i) All Contributions.
[X] (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.
[X] (ix) Rollover Contributions.
[X] (x) Transfer Contributions.
[ ] (xi) All of above which are checked, but only to
the extent that the Participant is vested in
those contributions.
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 not separated from Service [ ] may [X]
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 [ ] may [X] may not
receive a distribution of his or her vested 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
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contrary, required minimum distributions will be paid. For
timing of distribution 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.
[ ] (iii) As soon as administratively feasible,
following the date on which a distribution
is requested or is otherwise payable.
[X] (iv) As soon as administratively feasible, after
the close of the Plan Year during which the
Participant incurs 1 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:
[ ] (i) Lump Sum.
[X] (ii) Installment Payments.
[ ] (iii) Life Annuity*.
[ ] (iv) Life Xxxxxxx Xxxx Xxxxxxx*.
Life Annuity with payments guaranteed for
years (not to exceed 20 years, specify all
applicable).
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[ ] (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 #R1.
(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.
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. SIGNATURES
(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 Basic Plan Document #R1 were adopted by the Employer
the 31st day of March, 1998.
Signed for the Employer by: X. XXXXX XXXXX
Title: PRESIDENT
Signature: /s/ X. Xxxxx Xxxxx
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE
THE ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS
PLAN.
Employer's Reliance: An Employer who maintains or has ever
maintained or who later adopts any Plan [including, after
December 31, 1985, a Welfare Benefit Fund, as defined in Code
Section 419(e) which provides post-retirement medical benefits
allocated to separate accounts for Key Employees, as defined
in Section 419A(d)(3)] or an individual medical account, as
defined in Code Section 415(l)(2), in addition to this Plan
(other than Paired Plan #R1001 or #R1002) may not rely on the
notification letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code. If the Employer who
adopts or maintains multiple Plans or who may not rely on this
notification letter pursuant to the preceding sentence, wishes
to obtain reliance that such Plan(s) are qualified,
application for a determination letter should be made to the
appropriate Key District Director of Internal Revenue. The
Employer understands that its failure to properly complete the
Adoption Agreement may result in disqualification of its plan.
This Adoption Agreement may only be used in conjunction with
Basic Plan Document #R1.
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(b) TRUSTEE:
Name of Trustee:
XXXXXX X. XXXXX, XXXXXXX X. XXXXXXXXXX
The Employer's Plan as contained herein was accepted by the
Trustee(s) the 31st day of March, 1998 .
Signed for the Trustee by:
Title:
Signature: /s/ Xxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxxxxx
(c) SPONSOR:
The Employer's Agreement and the corresponding provisions of
the Plan and Trust/Custodial Account Basic Plan Document #R1
were accepted by the Sponsor the 30th day of March, 1998.
Signed for the Sponsor by: XXXX X. XXXXX
Title: VICE PRESIDENT
Signature: /s/ Xxxx X. Xxxxx
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