Exhibit 10.28
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the PSW Profit Sharing Plan (the "Plan").
(b) Type of Plan:
(1) |X| 401(k) and Profit Sharing
(2) |_| Profit Sharing Only
(3) |_| 401(k) Only
(c) Name of Plan Administrator, if not the Employer:
______________________________________________________________
Address: ________________________________________________
Phone Number: ________________________________________________
The Plan Administrator is the agent for service of legal
process for the Plan.
(d) Limitation Year (check one):
(1) |X| Calendar Year
(2) |_| Plan Year
(3) |_| Other: ______________
(e) Three Digit Plan Number: 001
(f) Plan Year End (month/day): 12/31
(g) Plan Status (check one):
(1) |X| Effective Date of new Plan: 10/1/96
(2) |_| Amendment Effective Date: __________________. This is
(check one):
(A) |_| an amendment of The CORPORATEplan for
Retirement Adoption Agreement previously
executed by the Employer; or
(B) |_| a conversion from another plan document
into The CORPORATEplan for Retirement.
The original effective date of the Plan:
_________________
The substantive provisions of the Plan shall
apply prior to the Effective Date to the
extent required by the Tax Reform Act of
1986 or other applicable laws.
1.02 EMPLOYER
(a) The Employer is: PSW Technologies, Inc.
Address: 0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxxxx, Xxxxx 00000
Contact's Name: Xxxxx Xxxxxxxx
Telephone Number: (000) 000-0000
(1) Employer's Tax Identification Number: 00-0000000
(2) Business form of Employer (check one):
(A) Corporation
(B) |_| Sole proprietor or partnership
(C) |X| Subchapter S Corporation
(D) |_| Governmental
(E) |_| Tax-exempt organization
(F) |_| Rural Electric Cooperative
(3) Employer's fiscal year end: 12/31
(4) Date business commenced: 10/1
2
(b) The term "Employer" includes the following Related Employer(s)
(as defined in Section 2.01(a)(26)):
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
o 1.03 Coverage:
(a) All Employees who meet the conditions specified below will be
eligible to participate in the Plan:
(1) Service requirement (check one):
(A) |X| no service requirement.
(B) |_| three consecutive months of service (no
minimum number Hours of Service can be
required).
(C) |_| six consecutive months of service (no
minimum number Hours of Service can be
required).
(D) |_| one Year of Service.
(1,000 Hours of Service is required during
the Eligibility Computation Period.)
(2) Age requirement: (check one)
(A) |_| no age requirement.
(B) |X| must have attained age 21 (not to exceed
21).
(3) The class of Employees eligible to participate in the
Plan (check one):
(A) |_| includes all Employees of the Employer.
(B) |X| includes all Employees of the Employer
except for (check the appropriate box(es)):
3
(i) |X| Employees covered by a collective
bargaining agreement.
(ii) |_| Highly Compensated Employees as
defined in Code Section 414(q).
(iii)|_| Leased Employees as defined in
Section 2.01(a)(18).
(iv) |X| Nonresident aliens who do not
receive any earned income from
the Employer which constitutes
United States source income.
(v) |_| Other: ____________________________
Note: No exclusion in this section may create a discriminatory
class of Employees. An Employer's Plan must still pass the
Internal Revenue Code coverage and participation requirements
if one or more of the above groups of Employees have been
excluded from the Plan.
(b) The Entry Date(s) shall be (check one):
(1) |_| the first day of each Plan Year (do not select if
Section 1.03(a)(1)(D) is elected or if there is an
age requirement of greater than 20 1/2 in Section
1.03(a)(2)(B)).
(2) |_| the first day of each Plan Year and the date six
months later.
(3) |_| the first day of each Plan Year and the first day
of the fourth, seventh, and tenth months.
(4) |X| the first day of each month.
(c) Date of Initial Participation - An Employee will become a
Participant unless excluded by Section 1.03(a)(3) above on the
Entry Date immediately following the date the Employee
completes the service and age requirement(s) in Section
1.03(a), if any, except (check one):
(1) |_| No exceptions.
(2) |_| Employees employed on the Effective Date in
Section 1.01(g) will become Participants on that
date.
(3) |X| Employees who meet the age and service requirement(s)
of Section 1.03(a) on the Effective Date in Section
1.01(g) will become Participants on that date.
4
o 1.04 Compensation:
(a) For purposes of determining contributions under the Plan,
Compensation shall be as defined in Section 2.01(a)(7), but
excluding (check the appropriate box(es)):
(1) |_| Overtime Pay.
(2) |_| Bonuses.
(3) |_| Commissions.
(4) |_| The value of a qualified or a non-qualified stock
option granted to an Employee by the Employer to the
extent such value is includable in the Employee's
taxable income.
Note: These exclusions shall not apply for purposes of the
"Top-Heavy" requirements in Section 9.03 or for allocating
Discretionary Employer Contributions if an Integrated Formula
is elected in Section 1.05(a)(2).
` (5) |X| No exclusions.
(b) Compensation for the First Year of Participation
Contributions for the Plan Year in which an Employee first
becomes a Participant shall be determined based on the
Employee's Compensation (check one):
(1) |_| For the entire Plan Year.
(2) |X| For the portion of the Plan Year in which the
Employee is eligible to participate in the Plan.
o 1.05 Contributions:
(a) |_| Employer Contributions:
(1) |_| Fixed Formula - Nonintegrated Formula (check (A)
or (B) and fill in the blank):
(A) |_| Fixed Percentage Employer Contribution:
5
For each Plan Year, the Employer will
contribute for each eligible Participant an
amount equal to ________% (not to exceed
15%) of such Participant's Compensation.
(B) |_| Fixed Flat Dollar Employer Contribution:
For each Plan Year, the Employer will
contribute for each eligible Participant an
amount equal to $__________.
(2) |X| Discretionary Formula
The Employer may decide each Plan Year whether to make a
discretionary Employer contribution on behalf of eligible
Participants in accordance with Section 4.06. Such
contributions shall be allocated to eligible Participants
based upon the following (check (A) or (B)):
(A) |X| Nonintegrated Allocation Formula:
In the ratio that each eligible
Participant's Compensation bears to the
total Compensation paid to all eligible
Participants for the Plan Year.
(B) |_| Integrated Allocation Formula:
In accordance with Section 4.06.
Note: An Employer who maintains any other plan that provides
for Social Security Integration (permitted disparity) may not
elect (2)(B).
(3) Eligibility Requirement(s)
A Participant shall be entitled to Employer contributions for
a Plan Year under this Subsection (a) if the Participant
satisfies the following requirement(s) (Check the appropriate
box(es) - Options (B) and (C) may not be elected together):
(A) |_| is employed by the Employer on the last day
of the Plan Year.
(B) |_| earns at least 500 Hours of Service during
the Plan Year.
(C) |X| earns at least 1,000 Hours of Service during
the Plan Year.
(D) |_| no requirements.
Note: If option (A), (B), or (C) above is selected, then
Employer contributions can only be funded by the Employer
after Plan Year end. Employer contributions funded during the
Plan Year Shall not be subject to the eligibility requirements
of this section 1.05(a)(3).
6
(b) |X| Deferral Contributions
(1) Regular Contributions
The Employer shall make a Deferral Contribution in accordance with Section
4.01 on behalf of each Participant who has an executed salary reduction
agreement in effect with the Employer for the payroll period in question,
not to exceed 15% (no more than 15%) of Compensation for that period.
(A) A Participant may increase or decrease, on a prospective basis,
his salary reduction agreement percentage (check one):
(i) |_| As of the beginning of each payroll period.
(ii) |X| As of the first day of each month.
(iii) |_| As of the next Entry Date.
(iv) |_| (Specify, but must be at least once per Plan Year.)
______________________________________________________________
(B) A Participant may revoke, on a prospective basis, a salary
reduction agreement at any time upon proper notice to the
Administrator but in such case may not file a new salary reduction
agreement until (check one):
(i) |_| The first day of the next Plan Year.
(ii) |_| Any subsequent Plan Entry Date.
(iii) |X| (Specify, but must be at least once per Plan Year.)
As of the first day of each month.
(2) |_| Catch-Up Contributions
The Employer may allow Participants upon proper nonce and approval to enter into
a special salary reduction agreement to make additional Deferral Contributions
in an amount up to 100% of their Compensation for the payroll period(s) in the
final month of the Plan Year.
(3) |_| Bonus Contributions
The Employer may allow Participants upon proper notice and approval to
enter into a special salary reduction agreement to make Deferral
Contributions in an amount up to 100% of any Employer-paid cash bonuses
made for such Participants during the Plan Year. The Compensation
definition elected by the Employer in Section 1.04(a) must include bonuses
if bonus contributions are permitted.
Note: A Participant's contributions under (2) and/or (3) may not cause the
Participant to exceed the percentage limit specified by the Employer in
(1) after the Plan Year. The Employer has the right to restrict a
Participant's right to make Deferral Contributions if they will adversely
affect the Plan's ability to pass the actual deferral percentage test
and/or the actual contribution percentage test.
(4) |X| Qualified Discretionary Contributions
The Employer may contribute an amount which it designates as a Qualified
Discretionary Contribution to be included in the actual deferral
percentage or actual contribution percentage test. Qualified Discretionary
Contributions shall be allocated to Non-highly Compensated Employees
(check one):
(A) |X| in the ratio which each such Participant's Compensation
for the Plan Year bears to the total of all such
Participants' Compensation for the Plan Year.
(B) |_| as a flat dollar amount for each such Participant for the
Plan Year.
(c) |_| Matching Contributions (only if Section 1.05(b) is checked)
(1) The Employer shall make a Matching Contribution on behalf of each
Participant in an amount equal to the following percentage of a
Participant's Deferral Contributions during the Plan Year (check one):
(A) |_| 50%
(B) |_| 100%
(C) |_| _____%
(D) |_| (Tiered Match) _______% of the first ________% of the
Participant's Compensation contributed to the Plan, ________%
of the next _________% of the Participant's Compensation
contributed to the Plan, __________% of the next % of the
Participant's Compensation contributed to the Plan.
Note: The percentages specified above for Matching Contributions may not
increase as the percentage of Compensation contributed increases.
(E) |_| The percentage declared for the year, if any, by a Board
of Directors' Resolution or by a Letter of Intent for a
Sole Proprietor or Partnership.
(2) |_| The Employer may at Plan Year end make an additional Matching
Contribution equal to a percentage declared by the Employer,
through a Board of Directors' Resolution or by a Letter of Intent
for a Sole Proprietor or Partnership, of the Deferral
Contributions made by each Participant during the Plan Year (only
if an option is checked under Section 1.05(c)(1)).
(3) |_| Matching Contribution Limits (check the appropriate box):
(A) |_| Deferral Contributions in excess of ________% of the
Participant's Compensation for the period in question
shall not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A) above and requests
the Trustee to account separately for matched and unmatched Deferral
Contributions, the Matching Contributions allocated to each Participant
must be computed, and the percentage limit applied, based upon each
payroll period.
(B) |_| Matching Contributions for each Participant for each Plan
Year shall be limited to $ ____________.
(4) Eligibility Requirement(s)
A Participant who makes Deferral Contributions during the Plan Year under
Section 1.05(b) shall be entitled to Matching Contributions for that Plan
Year if the Participant satisfies the
following requirement(s) (Check the appropriate box(es). Options (B) and
(C) may not be elected together):
(A) |_| Is employed by the Employer on the last day of the Plan
Year.
(B) |_| Earns at least 500 Hours of Service during the Plan Year.
(C) |_| Earns at least 1,000 Hours of Service during the Plan
Year.
(D) |_| Is not a Highly Compensated Employee for the Plan Year.
(E) |_| Is not a Partner of the Employer, if the Employer is a
Partnership.
(F) |_| No requirements.
Note: If option (A), (B), or (C) above is selected, then Matching
Contributions can only be funded by the Employer after the Plan Year ends.
Any Matching Contribution funded before Plan Year end shall not be subject
to the eligibility requirements of this Section 1.05(c)(4)). If option
(A), (B), or (C) is adopted during a Plan Year, such option shall not
become effective until the first day of the next Plan Year.
(d) |_| Employee After-Tax Contributions (check one):
(1) |_| Future Contributions
Participants may make voluntary non-deductible Employee contributions
pursuant to Section 4.09 of the Plan. This option may only be elected if
the Employer has elected to permit Deferral Contributions under Section
1.05(b). Matching Contributions by the Employer are not allowed on any
voluntary non-deductible Employee contributions. Withdrawals are limited
to one per year unless Employee contributions were allowed under a
previous plan document which authorized more frequent withdrawals.
(2) |_| Frozen Contributions
Participants may not make voluntary non-deductible Employee contributions,
but the Employer does maintain frozen Participant voluntary non-deductible
Employee Contribution Accounts.
o 1.06 Retirement Age(s):
(a) |X| The Normal Retirement Age under the Plan is (check one):
(l) |_| age 65.
(2) |_| age _______ (specify between 55 and 64).
(3) |X| later of the age 65 (cannot exceed 65) or the fifth anniversary
of the Participant's Employment Commencement Date.
(b) |_| The Early Retirement Age is the first day of the month after the
Participant attains age ____ (specify 55 or greater) and completes
____ Years of Service for Vesting.
(c) |X| A Participant is eligible for Disability Retirement if he/she (check
the appropriate box(es)):
(1) |_| satisfies the requirements for benefits under the Employer's
Long-Term Disability Plan.
(2) |_| satisfies the requirements for Social Security disability
benefits.
(3) |X| is determined to be disabled by a physician approved by the
Employer.
o 1.07 Vesting Schedule:
(a) The Participant's vested percentage in Employer contributions (Fixed or
Discretionary) elected in Section 1.05(a) and/or Matching Contributions
elected in Section 1.05(c) shall be based upon the schedule(s) selected
below, except with respect to any Plan Year during which the Plan is
Top-Heavy. The schedule elected in Section 1.12(d) shall automatically
apply for a Top-Heavy Plan Year and all Plan Years thereafter unless the
Employer has already elected a more favorable Vesting Schedule below.
(1) Employer Contributions (2) Matching Contributions
(check one): (check one):
(A) |_| N/A - No Employer (A) |_| N/A - No Matching
Contributions Contributions
(B) |X| 100% Vesting immediately (B) |X| 100% Vesting immediately
(C) |_| 3-year cliff (see C below) (C) |_| 3-year cliff (see C below)
(D) |_| 5-year cliff (see D below) (D) |_| 5-year cliff (see D below)
(E) |_| 6-year graduated (see E below) (E) |_| 6-year graduated (see E below)
(F) |_| 7-year graduated (see F below) (F) |_| 7-year graduated (see F below)
(G) |_| Other vesting (complete (G) |_| Other vesting (complete
G1 below) G2 below)
VESTING SCHEDULE
================================================================================
Years of
Service for C D E F Gl G2
Vesting
--------------------------------------------------------------------------------
0 0% 0% 0% 0% -- --
l 0% 0% 0% 0% -- --
2 0% 0% 20% 0% -- --
3 100% 0% 40% 20% -- --
4 100% 0% 60% 40% -- --
5 100% 100% 80% 60% -- --
6 100% 100% 100% 80% -- --
7 100% 100% 100% 100% 100% 100%
================================================================================
Note: A schedule elected under G1 or G2 above must be at least as
favorable as one of the schedules in C, D, E, or F above.
(b) |_| Years of Service for Vesting shall exclude (check one):
(1) |_| for new plans, service prior to the Effective Date as defined in
Section 1.01(g)(1).
(2) |_| for existing plans converting from another plan document,
service prior to the original Effective Date as defined in
Section 1.01(g)(2).
o 1.08 Predecessor Employer Service:
Service for purposes of eligibility in Section 1.03(a)(1) and vesting in Section
1.07(a) of this Plan shall include service with the following employer(s):
(a) ____________________________________________________________________________
(b) ____________________________________________________________________________
(c) ____________________________________________________________________________
(d) ____________________________________________________________________________
o 1.09 Participant Loans:
Participation loans (check (a) or (b)):
(a) |X| will be allowed in accordance with Section 7.09, subject to a $1,000
minimum amount, and will be granted (check (1) or (2)):
(1) |X| for any purpose.
(2) |_| for hardship withdrawal (as defined in Section 7.10) purposes
only.
(b) |_| will not be allowed.
o 1.10 Hardship Withdrawals:
Participant withdrawals for hardship prior to termination of employment (check
one):
(a) |X| will be allowed in accordance with Section 7.10, subject to a $1,000
minimum amount.
(b) |_| will not be allowed.
o 1.11 Distributions:
(a) Subject to Articles 7 and 8 and (b) below, distributions under the Plan
will be paid (check the appropriate box(es)):
(1) |X| as a lump sum.
(2) |_| under a systematic withdrawal plan (installments).
(b) |X| Check if a Participant will be entitled to receive a distribution of
all or any portion of the following Accounts without terminating
employment upon attainment of age 59 1/2 (check one):
(1) |X| Deferral Contribution Account.
(2) |_| All Accounts.
(C) |_| Check if the Plan was converted (by Plan amendment) from another
defined contribution plan, and the benefits were payable as (check the
appropriate box(es)):
(1) |_| a form of single or joint and survivor life annuity.
(2) |_| an in-service withdrawal of vested Employer contributions
maintained in a Participant's Account (check (A) and/or (B)):
(A) |_| for at least ______ (24 or more) months.
(B) |_| after the Participant has at least 60 months of
participation.
(3) |_| another distribution option that is a "protected benefit" under
Section 411(d)(6) of the Internal Revenue Code. Please attach a
separate page identifying the distribution option(s). These
additional forms of benefit may be provided for such plans under
Articles 7 or 8.
Note: Under Federal Law, distributions to Participants must generally
begin no later than April 1 following the year in which the Participant
attains age 70 1/2.
o 1.12 Top-Heavy Status:
(a) The plan shall be subject to the Top-Heavy Plan requirements of Article 9
(check one):
(1) |_| for each Plan Year.
(2) |X| for each Plan Year, if any, for which the Plan is Top-Heavy as
defined in Section 9.02.
(3) |_| Not applicable. (This option is available for plans covering
only employees subject to a collective bargaining agreement and
there are no Employer or Matching Contributions elected in
Section 1.05.)
(b) In determining Top-Heavy status, if necessary, for an Employer with at
least one defined benefit plan, the following assumptions shall apply:
(1) |_| Interest rate: ____% per annum.
(2) |_| Mortality table:__________,
(3) |X| Not applicable.
(c) In the event that the Plan is treated as Top-Heavy for a Plan Year, each
Non-Key Employee shall receive an Employer contribution of at least 3 (3,
4, 5, or 7 1/2)% of Compensation for the Plan Year in accordance with
Section 9.03 (check one):
(1) |_| under this Plan in any event.
(2) |X| under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer.
(3) |_| Not applicable. (This option is available for plans covering
only Employees subject to a collective bargaining agreement and
there are no Employer or Matching Contributions elected in
Section 1.05.)
Note: Such minimum Employer contribution may be less than the percentage
indicated in (c) above to the extent provided in Section 9.03(a).
(d) In the event that the Plan is treated as Top-Heavy for a Plan Year, the
following Vesting Schedule shall apply instead of the schedule(s) elected
in Section 1.07(a) for such Plan Year and each Plan Year thereafter (check
one):
(1) |X| 100% vested after 0 (not in excess of 3) Years of Service for
Vesting.
(2) |_| Years of Service Vesting Percentage Must be at Least
for Vesting
0 _______ 0%
l _______ 0%
2 _______ 20%
3 _______ 40%
4 _______ 60%
5 _______ 80%
6 _______ 100%
Note: If the schedule(s) elected in Section 1.07(a) is(are) more favorable
in all cases than the schedule elected in (d) above, then the schedule(s)
in Section 1.07(a) will continue to apply even in Plan Years in which the
Plan is Top-Heavy.
o 1.13 Two or More Plans
Code Section 415 limitation on annual additions:
If the Employer maintains or ever maintained another qualified plan in
which any Participant in this Plan is (or was) a participant or could
become a participant, the 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(1)(2) of the Code, under which amounts
are treated as Annual Additions with respect to any Participant in this
Plan.
(a) If the Employer maintains, or maintained, any other defined contribution
plan which is not a Master or Prototype Plan, Annual Additions for any
Limitation Year to this Plan will be limited (check one):
(1) |_| in accordance with Section 5.03 of this Plan.
(2) |_| in accordance with another method set forth on an attached
separate sheet.
(3) |_| Not applicable.
(b) If the Employer maintains, or maintained, any defined benefit plan(s), the
sum of the Defined Contribution Fraction and Defined Benefit Fraction for
a Limitation Year may not exceed the limitation specified in Code Section
415(e), modified by section 416(h)(1) of the Code. This combined plan
limit will be met as follows (check one):
(1) |_| Annual Additions to this Plan are limited so that the sum of the
Defined Contribution Fraction and the Defined Benefit Fraction
does not exceed 1.0.
(2) |_| another method of limiting Annual Additions or reducing
projected annual benefits is set forth on an attached schedule.
(3) |_| Not applicable.
o 1.14 Establishment of Trust and Investment Decisions:
(a) Investment Directions
Participant Accounts will be invested (check one):
(1) |_| in accordance with investment directions provided to the Trustee
by the Employer for allocating all Participant Accounts among
the options listed in (b) below.
(2) |X| in accordance with investment directions provided to the Trustee
by each Participant for allocating his entire Account among the
options listed in (b) below.
(3) |_| in accordance with investment directions provided to the Trustee
by each Participant for all contribution sources in a
Participant's Account except the following sources
shall be invested as directed by the Employer (check (A) and/or
(B)):
(A) |_| Fixed or Discretionary Employer contributions;
(B) |_| Employer Matching Contributions.
The Employer must direct the applicable sources among the same investment
options made available for Participant-directed sources listed in (b)
below.
(b) Plan Investment Options
The Employer hereby establishes a Trust under the Plan in accordance with
the provisions of Article 14, and the Trustee signifies acceptance of its
duties under Article 14 by its signature below. Participant Accounts under
the Trust will be invested among the Fidelity Funds listed below pursuant
to Participant and/or Employer directions.
Fund Name Fund Number
--------- -----------
(1) FMMT Retirement Money Market 630
(2) Contra Fund 022
(3) Intermediate Bond Fund 032
(4) Growth & Income 027
(5) Fidelity Asset Manager 314
(6) ___________________________________________ ____________
(7) ___________________________________________ ____________
(8) ___________________________________________ ____________
(9) ___________________________________________ ____________
(10) ___________________________________________ ____________
To the extent that the Employer selects as an investment option the
Managed Income Portfolio of the Fidelity Group Trust for Employee Benefit
Plans (the "Group Trust"), the Employer hereby (A) agrees to the terms of
the Group Trust and adopts said terms as a part of this Agreement and (B)
acknowledges that it has received from the Trustee a copy of the Group
Trust, the
Declaration of Separate Fund for the Managed Income Portfolio of the Group
Trust, and the Circular for the Managed Income Portfolio.
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds or, if
applicable, the rules of the Employer adopted in accordance with Section
6.03. Information will be provided regarding expenses, if any, for changes
in investment options.
o 1.15 Reliance on Opinion Letter:
An adopting Employer may not rely on the opinion 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 wishes to
obtain reliance that his/her Plan(s) are qualified, application for a
determination letter should be made to the appropriate Key District
Director of the Internal Revenue Service. Failure to fill out the Adoption
Agreement properly may result in disqualification of the Plan.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 07. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of the
discontinuance or abandonment of the prototype plan document.
o 1.16 Prototype Information:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 00 Xxxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Questions regarding this prototype
document may be directed to
the following telephone number:
0 000 000-0000.
EXECUTION PAGE
(FIDELITY'S COPY)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed
this 26th day of September, 1996.
Employer PSW Technologies, Inc.
By /s/ Xxxxxxx Xxxxx Xxxx
Title President
Employer ______________________________________________________________________
By ______________________________________________________________________
Title ______________________________________________________________________
Accepted by Fidelity Management Trust Company, as Trustee
By /s/ Xxxxxx X. Xxxxxxx Date 9/30/96
Title VP ECM Client Services
EXECUTION PAGE
(EMPLOYER'S COPY)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed
this 26th day of September, 1996.
Employer PSW Technologies, Inc.
By /s/ Xxxxxxx Xxxxx Xxxx
Title President
Employer ______________________________________________________________________
By ______________________________________________________________________
Title ______________________________________________________________________
Accepted by Fidelity Management Trust Company, as Trustee
By /s/ Xxxxxx X. Xxxxxxx Date 9/30/96
Title VP ECM Client Services
SERVICE AGREEMENT
PROFIT SHARING/401(k) PLAN
This Agreement is between Fidelity Management Trust Company ("Fidelity") and PSW
Technologies, Inc. (the "Employer"), who maintains the Plan designated below.
Plan Name: PSW Profit Sharing Plan
Implementation Date: 10/1/96
Number of Eligible Employees: _____________________________________________
Select One: |_| Start Up Plan
|X| Conversion Plan or Start Up plan with assets
transferred from another plan.
o Article I. Implementation Service Fees:
Set Up Fee: $ 2,000
Includes:
o Camera-ready copy of all relevant Administrative Forms
o Employee Communication Materials
o Fidelity Retirement Services Workbench Software and Reference Manuals
o Implementation Conference Call - Issues covered include electronic data
transmission, contribution processing cycles, ordering communication
materials, plan administrative needs, plan profile, project timetables,
and resource coordination
o One Administrative Manual
o One original Summary Plan Description
o Prototype plan document (updated as required to ensure compliance with
the Internal Revenue Code)
Conversion Fee: $___________ *
(For Conversion Plans or Start-up Plans with Assets Transferred From Another
Plan)
Includes:
o Establishment of historical data on the Fidelity Participant
Recordkeeping System (FPRS)
o Implementation Meeting, if necessary - Issues covered include data
transmission, contribution processing cycles, plan administrative needs,
plan profile, project timetables, and resource coordination
o Preparation of Participant and plan records for FPRS
o Reconciliation of all conversion data
o Transfer of assets from current Trustee
* To be completed and initialed by a Fidelity Representative.
o Article II. Administrative Service Fees:
Annual Fees (Sum of (1) through (4)):
(1) Base Fee $ 2,000
(2) Per Participant Fee:
Contributions will be remitted to Fidelity via wire transfer on a (select
one):
|X| Monthly (or less frequent) Cycle $28 per Participant
|_| Biweekly or Semimonthly Cycle $35 per Participant
|_| Weekly Cycle $40 per Participant
The minimum fee under Sections (1) and (2) is $4,500 except if the
Employer elected a biweekly, semimonthly or weekly contribution cycle. If
a biweekly or semimonthly cycle is selected then the minimum fee is $4,500
plus an additional $7 per participant. If a weekly cycle is selected then
the minimum fee is $4,500 plus an additional $12 per participant.
Includes:
o Contribution processing on the designated cycle
o Daily valuation
o Investment exchanges of existing Participant account balances
o Investment direction of future contributions
o Monthly Trial Balance Report
o Monthly withdrawals
o Quarterly Administrative Report*
o Quarterly Statements mailed directly to Participants' homes*
o Twenty-four hour Participant telephone access to account balance and
fund price information
* The Quarterly Administrative Report and Quarterly Statements will be generated
on an off calendar quarter cycle.
(3) (Optional)
--------------------------------------------------------------------------
Participants Amount Per Fund
--------------------------------------------------------------------------
Additional Fee for each Fidelity Fund 1 - 1,000 $ 500
offered for the Plan in excess of seven.
1,001 - 2,000 $ 1,000
more than 2,000 $ 1,500
--------------------------------------------------------------------------
Indicate the number of funds offered under the Plan in excess of seven:
______________.
(4) (Optional)
Additional Per-Participant Fee For Frozen Employee
Voluntary After-Tax Contribution (frozen or active) Account: $ 10
(Only for those Participants with active or inactive after-tax balances.)
o Article III. Trustee Service Fees:
Annual Fee: $ 2,800
Includes:
o Annual Plan-Year-End Summary Reporting Package on a cash basis
o Custody of plan assets held in trust at Fidelity
o Distribution checks and annual IRS Form 1099-R Tax reporting
o Plan assets invested at the direction of Participants or the Employer if
Employer direction is elected
o Service for Exiting Employees (SEE) Kit for XXX Rollovers
o Article IV. Additional Fees:
(1) Employee Communication
o Initial Employee enrollment No charge for one day-one city meetings**
meeting presentations
o Meetings for additional $500 per day for same city**
consecutive days of initial
Employee enrollment meetings $750 per day for additional sites**
** Limit of four meetings per day.
(2) Participant Loans
o Participant loan application fee processed via batched
hardcopy $75 setup
o Participant loan maintenance $25 per year
(Loan fees must be paid by the Employer unless paid by the Participant.)
(3) Recordkeeping Guaranteed Insurance Contract (GIC)
o Annual Fee $ ________
(Based upon Fidelity's review of the GIC.
To be completed and initialed by a Fidelity Representative.)
Three percent of the GIC assets will be maintained as a Reserve Fund by
Fidelity in a money market portfolio for Participant redemptions. The
annual GIC recordkeeping fee will not apply to this Reserve Fund. Instead,
an investment management fee of up to 18 basis points will be charged and
deducted from the Reserve Fund's interest income.
(4) Miscellaneous Distributions
o Refund of Participant 401(k) excess deferrals, $25 per Participant
contributions, or annual additions. This fee
will be charged to the Employer (Only for those Participants
who receive refunds.)
(5) Non-Discrimination Testing (select one): |X| Yes |_| No
By indicating "yes" in the above box, the Employer authorizes Fidelity to
perform the Core and/or Additional Tests listed below. Please choose
either Package Testing Services (option "a") or one or more of the tests
offered under the Individual Testing Services (option "b"). (Note: The
services included under option "a" include all of the individual tests
listed under option "b.") The Employer understands that the
non-discrimination tests' results are based upon the information provided
to Fidelity by the Employer. Fidelity cannot be responsible for invalid
test results that are based upon incorrect or incomplete information
provided to Fidelity. Fidelity has no obligation to solicit data, nor does
it have an obligation to ascertain the accuracy or completeness of the
data received. The Employer must complete a Fidelity non-discrimination
testing questionnaire before the initial test can be performed.
(a) |X| Package Testing
(Effective for plan years beginning on or after January 1, 1994)
If the Package Testing Service is elected, Fidelity will perform
semi-annual Actual Deferral Percentage, Actual Contribution Percentage,
Annual Addition and Deferral Contribution Limitation tests (as outlined in
the Core Testing Services section below) and, as necessary, the annual
Top-Heavy, Minimum Coverage, and Minimum Participation tests (as outlined
in the Additional
Testing Services section below) for the Employer's Plan. The fees for
these services are as follows:
Initial test date for semi-annual test: ________________________ (Please
specify.)
================================================================================
Plan Size Package Tests
(Based on Number of Eligible Employees)
--------------------------------------------------------------------------------
1-500 $2,250
501 - 1,000 $3,300
1,001 - 2,000 $4,350
================================================================================
(b) |_| Individual Testing Services
(1) Semi-Annual or Annual Core Testing Services
If elected, Fidelity will perform the non-discrimination test required by
Internal Revenue Code (IRC) Section 401(k)(3) (Actual Deferral Percentage
Test (ADP)) and, if applicable, by IRC Section 40l(m)(2) (Actual
Contribution Percentage Test (ACP)). The annual fee for performing the
tests is listed below. Fidelity must receive complete and accurate data in
the required format thirty days prior to the anticipated distribution date
of Participant refunds due to the Plan's failure of the non-discrimination
tests under IRC Section 401(k)(3) and/or 401(m)(2). Fidelity must receive
proper written authorization from the Employer before making any such
distributions.
There are two Core Testing Service Options, Semi-Annual or Annual Testing.
You may elect one of the following options.
|_| Semi-Annual ADP, ACP, IRC Section 415(c)(1) and IRC Section 402(g)
Limit Testing
|_| Annual ADP, ACP, IRC Section 415(c)(1) and IRC Section 402(g) Limit
Testing
Initial test date for semi-annual test: ___________________________
(Please specify.)
================================================================================
Plan Size Annual Semi-Annual
(Based on Number of (One Test) (Two Test)
Eligible Employees) Cycle* Cycles*
--------------------------------------------------------------------------------
1 - 500 $1,300 $1,500
501 - 1,000 $1,800 $2,200
1,001 - 2,000 $2,000 $2,900
================================================================================
*Each Core Testing Services Cycle includes an ADP Test, an ACP Test, IRC
Section 402(g) Deferral Limitation Monitoring (for calendar year plans
only), and IRC Section 415(c)(1) Limitation Monitoring (for Defined
Contribution Plans only). A quarterly testing cycle is available, and the
fee will be quoted upon request.
(2) Additional Testing Services
|_| IRC Section 416(c)(2) Top-Heavy Test (Annual Top-Heavy Test for
Defined Contribution Plan(s)). Fidelity will perform the top-heavy
test for an Employer that also has a defined benefit plan that is
aggregated with the defined contribution plan. However, the Employer
must timely provide Fidelity with the relevant defined benefit plan
information.
|_| IRC Section 410(b)(1) Minimum Coverage Test (Annual Ratio Percentage
Test only) and IRC Section 401(a)(26) Minimum Participation Test.
The fees for the Additional Testing Services, if they are elected
individually, are as follows:
================================================================================
Plan Size IRC Minimum Coverage
(Based on Number of Section 416(c)(2) (Ratio Percentage Test Only)
Eligible Employees) Top-Heavy Test And Minimum
Participation Test**
--------------------------------------------------------------------------------
1 - 500 $ 750 $ 750
501-1,000 $1,100 $1,100
1,001 -2,000 $1,450 $1,450
================================================================================
** This fee includes the Minimum Coverage Test and the Minimum
Participation Test.
Any annual IRC tests not elected in options "a" or "b" are the
responsibility of the Employer. The data for the Core and/or Additional
Testing Services must be transmitted to Fidelity on magnetic tape or via
Fidelity Retirement Service Workbench Software.
The Employer will be billed a pro-rata portion of the entire annual
Non-Discrimination Testing Service fee at the end of each quarter based
upon the number of tests elected in the Employer's Authorization for
Non-discrimination Tests. If testing is required for more than one plan of
the Employer, a fee will be charged for each plan based upon the number of
Employees eligible to participate in that plan. If extraordinary
consulting regarding the results of the non-discrimination tests is
provided by Fidelity personnel to the Employer, then such consulting will
be provided at the rate of $100 per hour. In addition, any correction or
manipulation of Plan data by Fidelity personnel at the request of the
Employer will be charged at the rate of $100 per hour.
o Article V. Billing Information:
Fidelity's quarterly invoice for services rendered will be sent to the
following address:
Contact Name: Xxxxx Xxxxxxxx
Telephone Number: (000) 000-0000
Title: Controller
Address: 0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxx/Xxxxx/Xxx Code: Xxxxxx, Xxxxx 00000
o Article VI. Contacts:
Prior Recordkeeper: _____________________________________________
Contact Name: _____________________________________________
Telephone Number: _____________________________________________
Title: _____________________________________________
Address: _____________________________________________
City/State/Zip Code: _____________________________________________
Prior Trustee: _____________________________________________
Contact Name: _____________________________________________
Telephone Number: _____________________________________________
Title: _____________________________________________
Address: _____________________________________________
City/State/Zip Code: _____________________________________________
Prior Custodian: _____________________________________________
(If not Trustee)
Contact Name: _____________________________________________
Telephone Number: _____________________________________________
Title: _____________________________________________
Address: _____________________________________________
City/State/Zip Code: _____________________________________________
External Payroll Vendor: Ceridian
Contact Name: Xxxxx Xxxxxxxxx
Telephone Number: (000) 000-0000
Title: Implementation Manager
Address: Two Riverway, Suite 300
City/State/Zip Code: Xxxxxxx, XX 00000
Internal Payroll Contact: _____________________________________________
Contact Name: Xxxxx Xxxxxxxx
Telephone Number: (000) 000-0000
Title: Controller
Address: 0000 Xxxxxxx xx Xxxxx Xxxxxxx
Xxxx/Xxxxx/Xxx Code: Xxxxxx, Xxxxx 00000
Payroll Frequency/Dates: Semi-monthly
o Article VII. Terms of Agreement:
The Implementation, Administrative, Trustee Services, and Additional Fees
specified on pages one through eight are contingent upon both parties
fulfilling their respective responsibilities in the following sections:
1. Data Submission:
The Employer or Plan Administrator will provide Fidelity with accurate and
complete data via electronic data transmission, magnetic tape, or the
Fidelity Retirement Services Workbench Software on a timely basis. As of
the Implementation Date, the Employer or Plan Administrator must send
Fidelity the following required data for each new or existing Participant:
name, Social Security Number, address, employment dates, employment
status, and initial investment elections. After the Implementation Date,
the Employer or Plan Administrator may only send Fidelity the
aforementioned information for a new Participant or changes to the name,
address, employment dates, or employment status for an existing
Participant. Investment election changes may only be made as provided in
this Article VII, Section Four. Fidelity will not be responsible for any
losses and/or expenses that arise due to the submission of incorrect or
incomplete data, or data transmitted to Fidelity in an improper format.
2. Services:
Fidelity will have the responsibility to perform only the services set
forth in Articles I, II, III, and IV of this Agreement, effective as of
the Implementation Date. All other regulatory and administrative matters
relating to the Plan shall be the responsibility of the Employer and the
Plan Administrator. If so elected, the Employer may engage Fidelity to
perform the required annual Internal Revenue Code tests offered by its
Non-discrimination Testing Services Group.
3. Initial Investment Election:
If Participant direction is elected by the Employer, each Participant in
the Plan shall submit his/her initial investment elections to the Employer
or Plan Administrator. These elections will then be submitted to Fidelity
by the Employer or Plan Administrator in accordance with the terms set
forth in Section One. All subsequent investment elections for existing
Participants must be made in accordance with Section Four using the
Fidelity telephone exchange system. Existing Participants must use the
Fidelity telephone exchange in Section Four to make investment changes.
4. Telephone Directions by Participants:
If Participant direction is chosen by the Employer, each Participant in
the Plan shall be permitted to direct the investment of his/her individual
account balance and investment of future
contributions among available investment options through the use of
Fidelity's telephone exchange system. The Employer hereby directs Fidelity
to act upon such telephonic instructions without questioning the
authenticity of such direction other than as provided in the third
paragraph of this section, Fidelity will not be responsible for any losses
and/or expenses that arise for clients who provide changes for existing
Participant investment elections via the Fidelity Retirement Services
Workbench Application, electronic data transmission or magnetic tape.
This service allows Participants to telephone Fidelity between the hours
of 8:30 AM and 8:00 PM Eastern Time on any business day. The number of
exchanges from a Participant's existing account balance will be governed
by the mutual fund prospectus unless otherwise limited by the Employer in
accordance with Section 6.03 of The CORPORATEplan for Retirement(SM)
Prototype Basic Plan Document. Fidelity reserves the right to modify or
withdraw the exchange privilege in the future. All telephone conversations
will be recorded for the protection of Fidelity and the Participants.
Fidelity will not be responsible for determining the authenticity of
Participant and his/her telephone instructions. A confirmation of the
exchange of existing account balances and/or a change in investment of
future contributions will be mailed to the Participant within seven
business days of the call. If the telephone call is received prior to 4:00
PM Eastern Time, the requested exchange will be effective with that day's
mutual fund closing prices. If the telephone call is received after 4:00
PM Eastern Time, the exchange will be effective with the next business
day's closing prices.
A Participant will be required to provide the Fidelity telephone exchange
system representative with his/her Employer's plan number, Social Security
Number and personal identification number. For security purposes, upon
proper notice to Fidelity, the Employer shall have the right to require a
Participant to respond to additional questions (i.e., date of birth, date
of hire, etc.) before being able to access his/her accounts. Only
authorized Plan contact(s) and the Participant shall have access to a
Participant's account. A Participant's ex-spouse who has a segregated
account in the Plan under a Qualified Domestic Relations Order (QDRO)
shall have access only to this account. A Participant's spouse or any
other third party may not have access to the Participant's account or make
exchanges of existing account balances and/or changes in the investment of
future contributions. Upon proper documentation and notice to the
Employer, an individual who becomes an active Beneficiary in accordance
with Section 2.01 (a)(5) of the Basic Plan Document due to the death of
the Participant shall have the right to access the deceased Participant's
account. Fidelity reserves the right to establish a separate account for
the Beneficiary based upon his/her entitlement to the deceased
Participant's account.
A Participant may not change his/her address through the telephone
exchange system. A11 such changes must be submitted to the Employer in
writing. The Employer shall then send changes to Fidelity in the required
format.
5. Employer Investment Direction:
If Employer investment direction is chosen by the Employer, then all
Participant accounts must be invested in Fidelity Fund(s) elected in
Section 1.14(b) of the Adoption Agreement. A Participant will not be
allowed to make any telephone exchanges of his/her account balance.
Fidelity will provide the Employer with procedures for exchanging
Participant account balances between/among Fidelity Fund(s) offered under
the Plan. Exchanges requested by an authorized Plan representative will be
executed within the time period specified in the procedures. Fidelity
reserves the right to modify the procedures upon notice to the Employer.
6. Contributions:
The Employer will be responsible for computing Employer contributions for
eligible Participants unless Fidelity provides such a service.
Contribution information must be received by Fidelity in an acceptable
media: diskette, electronic data transmission, Fidelity Retirement
Services Workbench Software or magnetic tape in the required Fidelity
format. The Employer must consolidate the contribution information for
multiple payrolls and/or multiple payroll sites onto one diskette,
electronic data transmission, Fidelity Retirement Services Workbench
Software or magnetic tape before sending it to Fidelity. The Employer will
remit contributions by wire transfer to Fidelity after receiving
notification and approval from Fidelity to wire the funds. Employer
contributions may be sent on a quarterly or a less frequent cycle. The
trade date of the transaction will be the day the funds are received by
Fidelity. Unsolicited or unidentified wire transfers of contributions will
not be invested until they can be properly identified and reconciled by
Fidelity.
7. Withdrawals:
Withdrawal requests, including loans, will be processed monthly based upon
a mutually acceptable date determined immediately after the implementation
period by Fidelity and the Plan Administrator except no withdrawal will be
processed between December 15 and January 1. Fidelity will process all
withdrawals and mail the checks to the Participants within ten business
days of the monthly processing date. Withdrawals will only be processed if
there is complete, accurate and properly authorized data received by
Fidelity in the required media. All withdrawal requests received after the
monthly cutoff date will be processed the following month. The monthly
withdrawal date may be changed once each Plan Year based upon the written
consent of Fidelity and the Employer. Fidelity reserves the right to
process withdrawals on a more frequent basis.
8. IRS Determination Letter Filing:
The Employer must use the Fidelity CORPORATEplan for Retirement(SM)
Prototype Basic Plan Document and corresponding Adoption Agreement. The
Employer can not add, delete, or modify
them in any way. The Employer will be responsible for completing and
executing the Adoption Agreement, Standardized or Non-Standardized.
Fidelity as the Prototype Plan Sponsor is responsible for updating and
amending the Prototype Plan Documents. If the Non-standardized Adoption
Agreement is used, or if the Standardized Adoption Agreement is used and
the Employer maintains, or has ever maintained, another plan, the Employer
may not rely on the opinion letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is qualified under
section 401 of the Internal Revenue Code. The Employer is responsible for
filing a request with the appropriate Internal Revenue Service office to
obtain an individual determination letter for its Plan.
9. Initial Employee Communication Meetings:
The initial day of Employee enrollment meetings will be limited to four
meetings. Additional fees will be incurred if meetings are held on
additional consecutive days or at multiple sites. Initial meetings
represent those meetings conducted by Fidelity before or immediately after
the Implementation Date of the Plan. Additional fees will be charged for
all re-enrollment meetings or meetings conducted sixty days after the
Implementation Date.
10. Transition Period:
An existing Employer Plan converting to Fidelity's CORPORATEplan for
Retirement(SM) will be subject to a transition period to facilitate the
movement of Participant records and Plan assets from the prior
recordkeeper and/or trustee to Fidelity. The Employer will be responsible
for ensuring the prior recordkeeper provides Fidelity with all of the
required Participant account balance history and related information. The
Plan assets must be converted to cash and wired to Fidelity on the
Implementation Date unless the assets are already invested in a Fidelity
mutual fund offered under The CORPORATEplan for Retirement(SM) (Fidelity
reserves the right, upon sufficient written notice, to require the
Employer to liquidate all holdings in Fidelity mutual funds as of the
Implementation Date). The assets will be invested in a money market fund
until the transition period is completed. The transition period will be
from the Effective Date in Section 1.01(g) of the Adoption Agreement
through the date the conversion process is completed and approved by the
Employer. Participants will not be able to make withdrawals, exchanges, or
redirect future contributions during the transition period. Fidelity will
provide the Employer with information about the conversion process and the
transition period.
The duration of the transition period is dependent upon the cooperation of
the prior recordkeeper, prior trustee, the Employer and the Plan
Administrator. Fidelity can not guarantee that the transition period will
end as of a specified date, or the length of time required to complete the
implementation period.
11. Fees:
As consideration for its services under this Agreement, Fidelity shall be
entitled to the fees computed in accordance with Articles I, II, III and
IV of this Agreement and any additional fees described in this Section. A
reasonable additional fee will be charged if Fidelity has to reprocess any
contribution data transmission due to excessive errors of the Employer or
payroll vendor. Additional services and special reports or statements may
be provided if Fidelity and Employer enter into a separate written
agreement identifying such services and the associated fees. Fidelity
shall be entitled to reasonable compensation for its costs and expenses
incurred in the event of termination of this Agreement. Fidelity reserves
the right to charge a termination fee equal to a full year of fees
identified under Articles I, II, III and IV in the event the Employer
terminates its relationship with Fidelity within one year after the
Implementation Date.
Fidelity will charge an additional Conversion Fee under Article I if
either the Employer acquires another Company and merges the acquired
Company's plan with its Plan or the Employer receives additional assets to
be added to its existing Plan. The Conversion Fee will be determined after
the relevant information has been received by Fidelity. This fee will be
communicated to the Employer prior to the conversion of additional assets
into the Employer's Plan.
The implementation service fee in Article I will be billed during the
implementation process. The annual base fees in Article II will become
effective as of the earlier of the date the telephone exchange service
becomes available to Participants and/or the Employer, or the date
Fidelity processes withdrawals. These fees will be prorated through the
end of the initial quarter. All Fidelity fees in Articles II, III and IV
will be billed in arrears to the Employer on a quarterly basis. An
Employee is treated as a Participant for purposes of the annual
per-participant fee if he/she has an account balance on any day of the
quarter or any previous quarter in the twelve-month annual billing cycle.
Therefore a Participant receiving a distribution will be considered a
Participant in each quarter in which he/she had an account and each
quarter thereafter in the billing cycle. The trustee fees in Article III
will become effective as of the later of the Plan's Effective Date in
Section 1.01(g) of the Adoption Agreement or the Implementation Date.
If payment of the aforementioned fees is not received by Fidelity within
sixty days of receipt of Fidelity's quarterly invoice, or the fees are to
be paid by the Participants, then the fees shall be paid from the Trust
fund. Unless allocable to the accounts of particular Participants, such
fees shall be charged against the respective accounts of all Participants
in such reasonable manner as the Trustee may determine.
12. Duration and Amendment:
This Agreement shall remain in effect for the remainder of the current
calendar year and shall thereafter be automatically extended for
successive one-year terms. Either party, however, by sixty days prior
written notice to the other, may terminate this Agreement unless the
receiving party agrees to a shorter notice period. This Agreement may be
amended or modified at any time and from time to time by an instrument
executed by the parties. Notwithstanding the foregoing, Fidelity reserves
the right to amend unilaterally the fee schedule upon sixty days prior
written notice to the Employer.
13. Participant Loans:
The Employer or Plan Administrator shall act as the Trustee's agent for
the purpose of holding Participant loans and the related documentation and
as such shall (1) hold physical custody of and keep safe the promissory
notes and other loan documents, (2) collect and remit all principal and
interest payments to the Trustee, (3) advise the Trustee of the date,
amount and payee of the checks to be drawn representing loans, and (4)
cancel and surrender the promissory note and other loan documentation to
the Participant when a loan has been paid in full.
14. Beneficiary Designation Forms:
The Employer or Plan Administrator will be responsible for physical
custody of all Participant beneficiary designation forms.
15. Recordkeeping Guaranteed Investment Contracts:
Fidelity may provide recordkeeping services for an additional fee for a
guaranteed investment contract ("GIC") held in an existing plan that
converts to The CORPORATEplan for Retirement(SM). The Employer's Plan must
meet all of the criteria established by Fidelity before the GIC can be
recordkept. Fidelity will review the GIC to determine any required
changes. Fidelity will then notify the Employer of the required changes.
The Employer will be responsible for negotiating directly with the
Insurance Company for any changes that will be required to the GIC for
Fidelity to recordkeep it. Fidelity will not conduct any Employee
communication meetings until after all of the required changes have been
agreed to by the Employer and the Insurance Company.
Upon maturity of the GIC all proceeds must be invested into Fidelity
Funds. Fidelity will not trustee the GIC assets and the Employer will be
responsible for the establishment of a separate trust or fund under The
CORPORATEplan for Retirement(SM) Prototype Basic Plan Document. The
Employer will be required to sign a Consent to a Separate Trust/Fund and
GIC Operating Agreement with Fidelity prior to the Effective Date listed
in Section 1.01(g) of the Adoption Agreement. The former Agreement will
identify the procedures and conditions for Fidelity to recordkeep the GIC.
16. Use of Service Agreement:
The use of this Service Agreement is contingent upon the use of The
CORPORATEplan for Retirement(SM) Prototype Basic Plan Document and
corresponding Adoption Agreement. Fidelity shall have no responsibility
whatsoever if the Employer attempts to use a plan document other than The
CORPORATEplan for Retirement(SM) Document.
17. Investments:
Fidelity shall have no discretion or authority with respect to the
investment of the Plan assets but shall act solely as a directed trustee
of the contributed funds. All Plan assets must be invested in allowable
Fidelity Funds under The CORPORATEplan for Retirement(SM) as selected by
the Employer unless a separate trust or fund is established under the
Prototype Basic Plan Document with the written consent of Fidelity. The
Employer may add, delete or replace any Fidelity Fund with another by
providing Fidelity with proper written direction at least thirty days
prior to the effective date of the change. Fidelity may charge the
Employer a reasonable additional fee to facilitate the replacement of
mutual fund(s).
18. Service Providers:
Fidelity Management Trust Company is the Trustee of the Employer's Plan
under The CORPORATEplan for Retirement(SM). Fidelity may use its
affiliates in providing the services described in this Agreement.
o Specimen Signatures:
At least one person is required to be authorized to provide instructions
to Fidelity Management Trust Company regarding The CORPORATEplan for
Retirement(SM) Account. Only the following person(s) designed below is/are
authorized to advise Fidelity on all plan administrative matters:
Name & Title Specimen Signature
W. Xxxxx Xxxx /s/ W. Xxxxx Xxxx
President & CEO ----------------------------------
Xxxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxx
CFO & Secretary ----------------------------------
Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxxx
Controller ----------------------------------
___________________________ __________________________________
___________________________
Procedure for Changing Specimen Signatures
The specimen signatures can be changed by the Employer at any time. To add
a new authorized signer, the Employer must send a letter of instruction
signed by an authorized individual to the Account Manager, with an
original specimen signature of the new authorized signer. To delete or
replace a signer, the Employer should identify the name(s) of the
individual(s) who is/are no longer authorized signer(s). The Employer must
provide any change at least ten business days prior to the date the change
will become effective.
EXECUTION PAGE
(FIDELITY'S COPY)
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts except to the extent such laws are superseded by Section 514 of
ERISA. This Agreement shall be effective for the Plan as of the later of the
Effective Date in Section 1.01(g) of the Adoption Agreement or the
Implementation Date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.
Employer: Employer:
Print Name: Xxxxxxx Xxxxx Xxxx Print Name:
Signature: /s/ Xxxxxxx Xxxxx Xxxx Signature:
Title: President Title: ________________________
Date: 9/26/96 Date: ________________________
Note: Only one authorized signature is required to execute this Agreement unless
the Employer's corporate policy mandates two authorized signatures.
Fidelity Management Trust Company
Print Name: Xxxxxx X. Xxxxxxx
Signature: /s/ Xxxxxx X. Xxxxxxx
Title: VP ECM Client Service
Date: 9/30/96
EXECUTION PAGE
(EMPLOYER'S COPY)
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts except to the extent such laws are superseded by Section 514 of
ERISA. This Agreement shall be effective for the Plan as of the later of the
Effective Date in Section 1.01(g) of the Adoption Agreement or the
Implementation Date.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers.
Employer: Employer:
Print Name: Xxxxxxx Xxxxx Xxxx Print Name: ________________________
Signature: /s/ Xxxxxxx Xxxxx Xxxx Signature: ________________________
Title: President Title: ________________________
Date: 9/26/96 Date: ________________________
Note: Only one authorized signature is required to execute this Agreement unless
the Employer's corporate policy mandates two authorized signatures.
Fidelity Management Trust Company
Print Name: Xxxxxx X. Xxxxxxx
Signature: /s/ Xxxxxx X. Xxxxxxx
Title: VP ECM Client Service
Date: 9/30/96
Note: This page should be signed by both the Employer and Fidelity. The Employer
should forward this page to Fidelity after signing it. Fidelity will return it
to the Employer after it is executed by an authorized Fidelity representative.
ADDENDUM TO ARTICLES I, II, III AND IV
OF THE CORPORATEplan for Retirement(SM)
SERVICE AGREEMENT
Please indicate by checking the appropriate box whether each applicable fee
should be billed to the employer or charged to the employee.
Type of fee Paid by Charged to
Employer Participant
(on a flat $ basis)
1. Setup |X| |_|
2. Conversion |X| |_|
3. Admin. Service-Base |X| |_|
4. Admin. Service-Per Participant |X| |_|
5. Additional Investment Fund |_| |_|
6. Return of Excess Contribution |X| |_|*
7. Employee Communications |X| |_|
8. Non-Discrimination Testing |X| |_|
9. Recordkeeping GIC (Guaranteed Insurance
Contract) |_| |_|*
10. Trustee Fee |_| |_|
11. Participant Loan Setup |_| |X|
12. Participant Loan Annual |_| |X|
* Charged only to affected participants.
NOTE: The employer shall consult with their attorney to determine if the above
expenses are reasonable expenses of the Plan under Sections 403(c)(1) and 404
(a)(1)(A) of the Employee Retirement Income Security Act of 1974. This form
will serve as notification to Fidelity of the party responsible for paying the
Fidelity fees of the Employer's Plan.
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The CORPORATEplan
FOR RETIREMENT(SM)
ERISA Section 404(c)
Election Form
o Employer: PSW Technologies, Inc. ("Employer")
Plan Name: PSW Profit Sharing Plan ("Plan")
The Employer should use this form to notify Fidelity of its intention to
designate the above-referenced plan as an ERISA Section 404(c) plan. The
Employer should refer to the ERISA Section 404(c) Information Guide before
making an election below. Check one:
|X| The Employer designates the Plan as an ERISA Section 404(c) plan. Fidelity
will include the Notice of Limited Liability in the Plan Highlights
brochure and Summary Plan Description.
|_| The Employer does not designate the Plan as a 404(c) plan.
o "Employer"
By: /s/ Xxxxxxx Xxxxx Xxxx Date: 9/26/96
Title: President
Please return to Fidelity with executed Adoption Agreement.
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[Stamp]
SEP 27 1996
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The CORPORATEplan
FOR RETIREMENT(SM)
Request for Waiver of Sales Charge
An Employee Benefits Plan will qualify for net asset value purchase of shares
of certain Fidelity funds which impose a sales charge if such a Plan covers at
least 200 eligible employees or has $3,000,000 in plan assets invested in
Fidelity Investments mutual funds (as provided in the fund prospectus). To
obtain such an exemption from the sales charge for your Plan, an authorized
person at your company must complete this form and forward it to your Fidelity
Institutional Retirement Services Company Representative. The waiver of sales
charges is not retroactive. The sales load waiver becomes effective when the
form is signed by an authorized Fidelity Representative. Approval can take up
to 30 days.
o Name of Plan PSW Profit Sharing Plan
Address 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxxx, XX 00000
Name of Fund(s) To Be Determined
Account Number(s) To Be Determined
(if available)
On behalf of the above-referenced Plan, I hereby attest that the Plan covers
200 or more eligible employees or has $3,000,000 in plan assets invested in
Fidelity Investments mutual funds, making the Plan eligible for investments in
the above-referenced Fidelity fund account(s) at net asset value.
I understand that Fidelity Institutional Retirement Services Company reserves
the right to make a determination as to the accuracy and status of this
Request for Waiver of Sales Charge as it deems necessary.
o Signed /s/ Xxxxxxx Xxxxx Xxxx [STAMP]SEP 27 1996
Please Print Name Xxxxxxx Xxxxx Xxxx
Title President Date 9/26/96
Please return this completed form to Fidelity Institutional Retirement
Services Company Representative.
To be completed by Fidelity Investments
Authorized Representative /s/ Xxxxxx X. Xxxxxxx
Effective Date 10/1/96
Comments
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