EXHIBIT 10.1
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552A
The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: BENCHMARK ELECTRONICS, INC.
Address: 0000 XXXXXXXXXX XXXXX
XXXXXXXX, XX 00000
(000) 000-0000
B. Employer is a (X) corporation; ( ) S Corporation;
( ) partnership; ( ) sole proprietor;
( ) other: [....]
C. Employer's Tax ID Number: 00-0000000
D. Employer's fiscal year: JANUARY 1 TO DECEMBER 31
E. Plan Name: BENCHMARK ELECTRONICS, INC. 401(K) EMPLOYEE SAVINGS PLAN
F. If this is a new Plan, the Effective Date of the Plan is: N/A
1
If this is an amendment and restatement of an existing Plan, enter
the original Effective Date: JANUARY 1, 1990. The effective date of
this amended Plan is: DECEMBER 31, 2000. THIS PLAN ALSO CONSTITUTES
AN AMENDMENT AND RESTATEMENT OF THE $AVEX SAVINGS PLAN, WHICH WAS
ORIGINALLY EFFECTIVE JUNE 1, 1988, AND WHICH HAS BEEN MERGED INTO
THIS PLAN AS OF DECEMBER 31, 2000.
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) BOSTON SAFE DEPOSIT AND TRUST COMPANY
(Address) 0 XXXXXX XXXXX
XXXXXX, XX 00000-0000
(Phone #) (000) 000-0000
H. The first Plan Year shall be [....] through [....]. Thereafter, the
Plan Year shall mean the 12-consecutive-month period commencing on
DECEMBER 31 and ending on DECEMBER 30.
I. Service with the following predecessor employer(s): ELECTRONICS
ACQUISITIONS, INC., EMD ASSOCIATES, INC. AND AVEX ELECTRONICS, INC.
shall be credited for purposes of: [X] eligibility; [X] vesting.
Note: Such Service must be credited if the adopting Employer
maintains the plan of the predecessor employer.
J. The following employer(s) aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: BENCHMARK
ELECTRONICS CORP. AND BENCHMARK ELECTRONICS HUNTSVILLE, INC.
K. Are all employers aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code participating in this Plan?
(X) Yes ( ) No
2
II. HOURS OF SERVICE
A. For Eligibility Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited
with at least one (1) Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would be
credited with at least one (1) Hour of Service during the week under
the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-monthly
payroll period such Employee would be credited with at least one (1)
Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
3
( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited
with at least one (1) Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would be
credited with at least one (1) Hour of Service during the week under
the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-monthly
payroll period such Employee would be credited with at least one (1)
Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
(X) 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
representatives" does not include any organization more than half of
whose members are Employees who are owners, officers, or executives
of the Employer.
(X) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
(X) Employees included in the following classification(s):
(A) INDEPENDENT CONTRACTORS, DEFINED AS INDIVIDUALS WHO
PERFORM SERVICES FOR THE EMPLOYER BUT WHO ARE NOT EMPLOYEES.
4
SUCH INDIVIDUALS SHALL BE EXCLUDED EVEN IF A COURT OR
ADMINISTRATIVE AGENCY DETERMINES THAT SUCH INDIVIDUALS WHO
HAVE BEEN TREATED AS INDEPENDENT CONTRACTORS ARE COMMON LAW
EMPLOYEES AND NOT INDEPENDENT CONTRACTORS.
(B) SEASONAL EMPLOYEES, DEFINED AS EMPLOYEES HIRED BY THE
EMPLOYER WHOSE EMPLOYMENT (DURING PEAK PERIODS SUCH AS SUMMER
OR HOLIDAYS) IS EXPECTED TO BE LESS THAN FIVE (5) MONTHS PER
YEAR.
(C) INTERNS AND CO-OPS, DEFINED AS EMPLOYEES WHO ARE ENROLLED
IN A SECONDARY OR POST-SECONDARY EDUCATIONAL INSTITUTION AND
WHOSE EMPLOYMENT IS IN CONNECTION WITH AN APPROVED COURSE OF
STUDY.
( ) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code:
(X) Individuals required to be considered Employees under Section 414(n)
of the Code.
( ) Employees who, subject to determination by the Committee that such
election will not affect the plan's qualification, make a one-time
irrevocable election not to participate in the Plan for purposes of
the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined Contributions.
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, and individuals considered
employees of any such employer under Section 414(n) or (o) of the
Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: (X) No age requirement.
5
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
(X) For Employer Discretionary Contributions AND MATCHING
CONTRIBUTIONS only -- The completion of [1] (not to
exceed 1 unless 100% immediate vesting is elected, in
which case, may not exceed 2) Eligibility Years of
Service. If the Eligibility Years of Service is or
includes a fractional year, an Employee shall not be
required to complete any specific number of Hours of
Service to receive credit for such fractional year.
If more than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested.
(X) For all other contributions -- The completion of [0]
(not to exceed 1) Eligibility Year of Service.
AND
Effective
Date: ( ) Each Eligible Employee who is employed on the Effective
Date shall become a Participant on the Effective Date.
Each Eligible Employee employed after the Effective Date
shall become a Participant on the Entry Date coincident
with or following completion of the age and service
requirements specified above.
(X) Each Eligible Employee who is employed on the effective
date of this amended plan shall become a Participant as
of such date. Each Eligible Employee employed after the
effective date shall become a Participant on the entry
date coincident with or following completion of the age
and service requirements specified above.
6
V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary AND MATCHING Contributions, in order to
be credited with an Eligibility Year of Service, an Employee shall
complete [1000] (not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete [N/A] (not
to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section 1.24 of
the Plan.
VI. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall
BE ;
--------------------
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual]
Entry is selected, the age and service requirements cannot exceed
20 1/2 and 1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first day
of the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day of
each following month of the Plan Year.
7
(X) Other: IMMEDIATE ENTRY UPON COMPLETION OF THE APPLICABLE SERVICE
REQUIREMENTS. (Note: Eligible Employees must commence participation
no later than the earlier of: a) the beginning of the Plan Year
after meeting the age and service requirements, or b) 6 months after
the date the Employee meets the age and service requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section 415
of the Code, Compensation shall mean all of each Participant's:
(X) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section 3401(a)
and all other payments of compensation to the Employee by the
Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written
statement under Sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under
Section 3401(a) that limit the remuneration included in wages based
on the nature or location of the employment or services performed
(such as the exception for agricultural labor in Section 3401(a)(2)
of the Code). This definition of Compensation shall exclude amounts
paid or reimbursed by the Employer for moving expenses incurred by
an Employee, but only to the extent that at the time of the payment
it is reasonable to believe that these amounts are deductible by the
Employee under Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of
employment with the
8
Employer to the extent that the amounts are includible in gross
income (including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
and reimbursements or other expense allowances under a
nonaccountable plan (as described in Section 1.62-2(c)), and
excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of
the Employee), or contributions made by the Employer (whether
or not under a salary reduction agreement) towards the
purchase of an annuity contract described in Section 403(b) of
the Code (whether or not the contributions are actually
excludable from the gross income of the Employee).
which is actually paid to the Participant during the following applicable
period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
(X) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
9
(X) Compensation shall be reduced by all of the following items (even if
includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation (X) shall; ( ) shall not include Employer contributions made
pursuant to a salary reduction agreement with an Employee which are not
includible in the gross income of the Employee by reason of Sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
(X) SEVERANCE
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415 of the
Code, Compensation for any Limitation Year shall mean all of each
Participant's:
(X) Information required to be reported under Sections 6041, 6051 and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section 3401(a)
and all other payments of compensation to the Employee by the
Employer (in the course of the Employer's trade or business) for
which the Employer is required to furnish the Employee a written
statement under Sections 6041(d) and 6051(a)(3) of the Code.
Compensation must be determined without regard to any rules under
Section 3401(a) that limit the remuneration included in wages based
on the nature or location of the
10
employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code). This
definition of Compensation shall exclude amounts paid or reimbursed
by the Employer for moving expenses incurred by an Employee, but
only to the extent that at the time of the payment it is reasonable
to believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is paid
in cash) for personal services actually rendered in the course of
employment with the Employer to the extent that the amounts are
includible in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of
a percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in Section
1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a plan
of deferred compensation regardless of whether such amounts
are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and
11
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of
the Employee), or contributions made by the Employer (whether
or not under a salary reduction agreement) towards the
purchase of an annuity contract described in Section 403(b) of
the Code (whether or not the contributions are actually
excludable from the gross income of the Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VIII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
(X) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the Employer,
or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
(X) Age [65] (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the 5th)
anniversary of the date the Participant commenced participation in
the Plan, if later.
12
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
(X) Age [55].
( ) Age [....] and [....] Years of Service.
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
( ) Not permitted.
(X) Permitted.
(X) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Compensation of Participants for the
Plan Year (not to exceed 15%).
( ) [....]% of Compensation of Participants for the
Plan Year, plus an additional amount fixed by
appropriate action of the Employer (in total not
to exceed 15%).
Employer Discretionary Contributions ( ) shall; (X) shall not
be integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity Percentage shall be
[....]%.
13
b. ( ) The Permitted Disparity Percentage shall be
determined annually by appropriate action of
the Employer.
c. ( ) The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $ _______ (a dollar amount less than
the Taxable Wage Base).
( ) ____% (not to exceed 100% of the
Taxable Wage Base).
Note: The Permitted Disparity Percentage cannot exceed
the lesser of: (i) the base contribution, or (ii)
the greater of 5.7% or the tax rate under Section
3111(a) of the Code attributable to the old age
insurance portion of the Old Age, Survivors and
Disability Income provisions of the Social
Security Act (as in effect on the first day of the
Plan Year). If the Integration Level selected
above is other than the Taxable Wage Base ("TWB"),
the 5.7% factor in the preceding sentence must be
replaced by the applicable percentage determined
from the following table.
IF THE INTEGRATION LEVEL IS:
THE APPLICABLE
MORE THAN BUT NOT MORE THAN FACTOR IS
--------- ----------------- -----------
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less
than 100% of TWB
14
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer Discretionary
Contributions (and forfeitures, if forfeitures are reallocated
to Participants) an Active Participant:
( ) Need not be employed on the last day of the Plan Year.
(X) Must be employed on the last day of the Plan Year,
unless the Participant terminates employment on account
of:
(X) Death.
(X) Disability.
( ) Attainment of Early Retirement Age.
(X) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
(X) Must have ( ) 501 Hours of Service; (X) [1000] Hours of
Service (cannot exceed 1,000). (Note: Not applicable if
elapsed time method of crediting service is elected.
2. Elective Deferrals
( ) Not permitted.
(X) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
(X) An amount not in excess of [17]% of Compensation
[cannot] exceed the dollar limitation of Section
402(g) of the Code for the calendar year].
15
( ) An amount not in excess of $[....] of Compensation
[cannot exceed the dollar limitation of Section 402(g)]
of the Code for the calendar year].
( ) An amount not to exceed the dollar limitation of
Section 402(g) of the Code for the calendar year.
( ) An amount not in excess of (Note: The percent for the
Highly Compensated Employee cannot exceed the percent
for the Non-Highly Compensated Employee):
____% of Compensation [cannot exceed the dollar]
limitation of Section 402(g) of the Code for the
calendar year] for each Highly Compensated
Employee; and
____% of Compensation [cannot exceed the dollar]
limitation of Section 402(g) of the Code for the
calendar year] for each Non-Highly Compensated
Employee.
A Participant may elect to commence Elective Deferrals the
next pay period following: [ANY ENTRY DATE] (enter date or
period -- at least once each calendar year).
A Participant may modify the amount of Elective Deferrals as
of [THE FIRST PAYROLL PERIOD FOLLOWING ANY ENTRY DATE.] (enter
date or period -- at least once each calendar year).
A Participant ( ) may; (X) may not base Elective Deferrals on
cash bonuses that, at the Participant's election, may be
contributed to the CODA or received by the Participant in
cash. Such election shall be effective as of the next pay
period following [....] or as soon as administratively
feasible thereafter.
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing to
the plan administrator by [MARCH 1] (enter date between March
1 and April 15).
16
A Participant ( ) may; (X) may not elect to recharacterize
Excess Contributions as Thrift Contributions. (Note:
Available only if Thrift Contributions are permitted.)
Participants who elect to recharacterize Excess Contributions
for the preceding Plan Year as Thrift Contributions must
submit their elections in writing to the Committee by [....]
(enter date no later than 2 1/2 months after close of Plan
Year).
3. Thrift Contributions
(X) Not permitted.
( ) Permitted.
Participants shall be permitted to make Thrift
Contributions from [....]% (not less than 1) to [....]%
(not more than 10) of their total aggregate
Compensation.
A Participant may elect to commence Thrift Contributions
the next pay period following [....] (enter date or
period--at least once each calendar year).
The Change Date for a Participant to modify the amount
of Thrift Contributions shall be as of [....] (enter
date or period -- at least once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
(X) Not Permitted.
( ) Permitted.
A Participant may elect to make Combined Contributions
which do not exceed [....]% of Compensation. (Note:
Elective Deferrals can not exceed the dollar limitation
of Section 402(g) of the Code for the calendar year).
17
A Participant may elect to commence contributions the
next pay period following: (enter date or period -- at
least once each calendar year).
A Participant may modify his amount of Combined
Contributions as of [....] (enter date or period -- at
least once each calendar year).
A Participant ( ) may; ( ) may not base Elective
Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received by
the Participant in cash. Such election shall be
effective as of the next pay period following [....] or
as soon as administratively feasible thereafter.
Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in
writing to the plan administrator by [....] (enter date
between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift
Contributions.
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to
the Committee by [....] (enter date no later than 2 1/2
months after close of the Plan Year).
5. Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the event that the
Matching Contribution amount is within the
discretion of the Employer) make Matching
Contributions to the Plan with respect to (any one
or a combination of the following may be
selected):
18
(X) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made on behalf of:
(X) All Participants who make such
contribution(s).
( ) All Participants who are Non-Highly
Compensated Employees who make such
contribution(s).
The amount of such Matching Contributions made on behalf
of each such Participant shall be:
(i) Elective Deferrals (any one or a combination of
the following may be selected) -
( ) An amount or percentage fixed by
appropriate action of the Employer.
(X) [50]% of the Elective Deferrals.
( ) [....]% of the first [....]% of Compensation
contributed as an Elective Deferral, plus
[....]% of the next [....]% of Compensation
contributed as an Elective Deferral, plus
[....]% of the next [....]% of Compensation
contributed as an Elective Deferral.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess
of [7.5]% of the Participant's Compensation.
19
The Employer shall not match Elective Deferrals
made by the following class(es) of Employees:
[....]
(ii) Thrift Contributions (any one or a combination of
the following may be selected)-
( ) An amount or percentage fixed by
appropriate action of the Employer.
( ) $[....] for each dollar of Thrift
Contributions.
( ) [....]% of the Thrift Contributions.
( ) [....]% of the first [....]% of Compensation
contributed, plus [....]% of the next [...]%
of Compensation contributed, plus [....]% of
the remaining Compensation contributed.
The Employer shall not match Thrift Contributions
as provided above in excess of $[....] or in
excess of [....]% of the Participant's
Compensation.
The Employer shall not match Thrift Contributions
made by the following class(es) of Employees:
[...]
(iii) Combined Contributions (any one or a combination
of the following may be selected).
( ) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Combined Contributions.
( ) [....]% of Elective Deferrals, plus [....]%
of Thrift contributions.
( ) [....]% of the first [....]% of Compensation
contributed, plus [....]% of the next [...]%
of Compensation contributed, plus [....]% of
the remaining Compensation contributed.
20
The Employer shall not match Combined Contributions as
provided above in excess of $[....] or in excess of
[....]% of the Participant's Compensation.
The Employer shall not match Combined Contributions made
by the following class(es) of Employees: [....]
Matching Contributions shall be made each:
(X) Payroll period.
( ) Month.
( ) Quarter.
( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching Contributions
(and forfeitures, if forfeitures are reallocated to
participants) a Participant:
( ) Must be employed on the last day of the payroll
period.
( ) Must be employed on the last day of the Month.
( ) Must be employed on the last day of the Quarter.
( ) Must be employed on the last day of the Plan Year.
unless the Participant terminates employment on account
of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
21
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( ) [....]
Hours of Service (cannot exceed 1,000). Note: Not
applicable if elapsed time method of crediting
service is elected.
6. Qualified Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the event that
the Qualified Matching Contribution amount
is within the discretion of the Employer)
make Qualified Matching Contributions.
Qualified Matching Contributions will be made on behalf
of:
( ) All Participants who make Elective Deferrals.
(X) All Participants who are Non-Highly Compensated
Employees and who make Elective Deferrals.
The amount of such Qualified Matching Contributions made
on behalf of each Participant shall be (any one or a
combination of the following may be selected):
(X) An amount or percentage fixed by appropriate
action by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as provided
above in excess of $[....] or in excess of [....]% of the
Participant's Compensation.
22
7. Qualified Nonelective Contributions
( ) Not permitted.
(X) The Employer shall have the discretion to contribute
Qualified Nonelective Contributions for any Plan Year in
an amount to be determined each year by the Employer.
Qualified Nonelective Contributions will be made on
behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make Elective Deferrals.
(X) All Participants who are Non-Highly Compensated
Employees and who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees.
( ) All Non-Key Employees.
B. Forfeitures (Do not complete if 100% immediate vesting is elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to participants in the manner provided in Sections
4.2 and 4.7(d)(2) of the Plan.
(X) Used to reduce:
(X) any future Employer contributions.
( ) Plan expenses.
23
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under the
Plan whether such contributions are to be limited to Net Profits of
the Employer for the taxable year of the Employer ending with or
within the Plan Year:
( ) Yes (X) No Employer Discretionary Contributions
( ) Yes (X) No Elective Deferrals
( ) Yes (X) No Qualified Nonelective Contributions
( ) Yes (X) No Matching Contributions
( ) Yes (X) No Qualified Matching Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's separation from
service, death, or Total and Permanent Disability, and, in addition:
(X) Termination of the Plan without establishment or maintenance
of a successor plan.
(X) The disposition to an entity that is not an Affiliated
Employer of substantially all of the assets used by the
Employer in a trade or business, but only if the Employer
continues to maintain the Plan and only with respect to
participants who continue employment with the acquiring
corporation.
( ) Upon attainment of the Plan's Normal Retirement Age.
(X) The disposition to an entity that is not an Affiliated
Employer of the Employer's interest in a subsidiary, but only
if the Employer continues to maintain the Plan and only with
respect to Participants who continue employment with such
subsidiary.
24
( ) Vested portion of Employer Discretionary Contributions on
account of a Participant's financial hardship to the extent
permitted by Section 4.9 of the Plan.
( ) Vested portion of Employer Matching Contributions on account
of a Participant's financial hardship to the extent permitted
by Section 4.9 of the Plan.
B. In addition to A above, Elective Deferrals, Qualified Nonelective
Contributions and Qualified Matching Contributions (as applicable)
and income allocable to such amounts shall be distributable:
(X) Upon the Participant's attainment of age 59 1/2.
(X) On account of a Participant's financial hardship, to the
extent permitted by Section 4.9 of the Plan (Elective
Deferrals Only).
C. In-service withdrawals from a Participant's: (X) Employer
Discretionary Contribution Account; (X) Matching Contribution
Account; (X) Transfer Account, if any (X) shall; ( ) shall not be
permitted upon the attainment of age 59 1/2. NOTWITHSTANDING SECTION
4.8(A) OF THE PLAN, A PARTICIPANT NEED NOT BE 100% VESTED AT THE
TIME OF SUCH DISTRIBUTION, PROVIDED THAT SUCH WITHDRAWALS SHALL BE
PERMITTED ONLY FROM THE VESTED PORTION OF THE PARTICIPANT'S
ACCOUNTS.
IN ADDITION TO A, B AND C ABOVE, AND NOTWITHSTANDING SECTION 10.3 OF THE PLAN,
THE PARTICIPANT'S ROLLOVER ACCOUNT SHALL BE DISTRIBUTABLE UPON THE PARTICIPANT'S
ATTAINMENT OF AGE 59 1/2.
D. Distribution of benefits upon separation of service, retirement or
death of a Participant ( ) shall; (X) shall not be subject to the
Automatic Annuity rules of Section 8.2 of the Plan.
E. (Complete only if the Plan is not subject to the Automatic Annuity
rules of Section 8.2.) Check the appropriate optional forms of
benefit that shall be available under the Plan (if left blank, the
provisions of Section 8.6(a) of this Plan shall apply):
[X] Single lump sum payment.
25
[ ] Installment payments pursuant to Section 8.6(a) of the
Plan.
F. The following optional forms of benefit shall be available in
addition to the optional forms of benefit available under Section
8.6 of the Plan (Note: If the Plan is not subject to the Automatic
Annuity rules of Section 8.2 and the Participant is permitted to
select an annuity as an optional form of benefit, then the Automatic
Annuity rules of Section 8.2 shall apply to such participant):
[Note: If the Plan is an amendment and restatement of an existing]
Plan, optional forms of benefit protected under Section 411(d)(6) of
the Code may not be eliminated, unless permitted by IRS Regulations
Sections 1.401(a)-(4) and 1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [1000] (not to exceed 1,000) Hours of Service.
(Not applicable if elapsed time method of crediting service for vesting
purposes is elected).
Note: In the case of Employees in the Maritime Industry, for purposes of a
year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be counted
to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such Service
would have been disregarded under the Service Break rules of the
prior plan in effect from time to time before such date. For this
purpose, Service Break rules are rules which result in the loss of
prior vesting or benefit accruals,
26
or deny an Employee's eligibility to participate by reason of
separation or failure to complete a required period of Service
within a specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1]
Eligibility Year of Service is required.]
( ) 100% immediately vested after [...] (not to exceed 5) years of
Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
(X) Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
(Must be at least as favorable as any one of the above 3
options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant on
the Effective Date shall be 100% immediately vested.
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1]
Eligibility Year of Service is required.]
( ) 100% immediately vested after [ ] (not to exceed 5) years of
Service.
27
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of
Service until 100% vested.
(X) Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
(Must be at least as favorable as any one of the above 3
options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant on
the Effective Date shall be 100% immediately vested.
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the Plan
is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [....] (not to exceed 3) years
of Service.
( ) 20% vested after 2 years of Service, plus [....]% vested (not
less than 20%) for each additional year of Service until 100%
vested.
(X) Other: 50% VESTED UPON THE COMPLETION OF 2 YEARS OF SERVICE
AND 100% VESTED UPON THE COMPLETION OF 3 YEARS OF SERVICE
(Note: must be at least as favorable as either of the two
schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting schedule
and the election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; (X) shall not be a permissible investment.
28
XVII. LOANS
Loans (X) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always apply.
(X) The provisions of Article XIII of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, the minimum
Top Heavy allocation or benefit required under Section 416 of the
Code shall be provided to such Non-key Employee under: N/A
( ) this Plan.
( ) the Employer's other qualified defined contribution
plan.
( ) the Employer's qualified defined benefit plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to this
Plan, and such plan fails to specify the interest rate an mortality
table to be used for purposes of establishing present value to
compute the Top-Heavy Ratio, then the following assumptions shall be
used: N/A
Interest Rate: [....]%
Mortality Table: [....]
29
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained another
qualified plan in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the adopting
Employer must complete this Section. The Employer must also complete
this Section if it maintains a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code, under which amounts are
treated as Annual Additions with respect to any Participant in the
Plan.
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
Master or Prototype Plan, Annual Additions for any Limitation
Year shall be limited to comply with Section 415(c) of the
Code: N/A
( ) in accordance with Sections 6.4(e) - (j) as though the
other plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other
qualified defined contribution plan.
( ) other:
(b) If a Participant is or has ever been a Participant in a
qualified defined benefit plan maintained by the Employer, the
"1.0" aggregate limitation of Section 415(e) of the Code shall
be satisfied by: N/A
( ) freezing or reducing the rate of benefit accrual under
the qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this
Plan (or, if the Employer maintains more than one
qualified defined contribution plan, as indicated in (a)
above).
( ) other: _____________________________
30
XX. INVESTMENTS
(X) Participants (X) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by
the Employer or the Committee.
( ) Investment of participant Accounts shall be directed consistent with
rules and procedures established by the Committee. Such rules shall
be applied to all Participants in a uniform and nondiscriminatory
basis.
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the
Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the
Plan and has consulted legal and tax counsel to the extent
necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
31
XXIV. RELIANCE ON PLAN QUALIFICATION
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 Section 401 of the Code. In order to obtain reliance
with respect to plan qualification, the Employer must apply to the
appropriate key district office of the Internal Revenue Service for a
determination letter.
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The Sponsor,
The Dreyfus Corporation, is available to answer questions regarding the
intended meaning of any Plan provisions, adoption of the Plan and the
effect of an Opinion Letter at 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx
Xxxx 00000-0000 [(000) 000-0000].
32
IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the day 2nd of January, 2001. If applicable, the appropriate
corporate seal has been affixed and attested to.
BENCHMARK ELECTRONICS, INC.
-
(Name of Business Entity)
-----------------------------
Signature(Sole Proprietors only)
BY: Xxxxx X Xxxxx, VP Finance
-----------------------------------
Name and Title (Corporations or Partnerships)
ATTEST:
Xxxxxx Xxxxxx
---------------------------
Secretary (Corporations only)
SEAL:
BOSTON SAFE DEPOSIT AND TRUST COMPANY
(Name(s) of Trustee(s))
/s/ Xxxx Xxxx
----------------------------
Signature (Individual Trustee)
----------------------------
Signature (Individual Trustee)
BY: ----------------------------------
Name and Title (Corporate Trustee only)
33
