ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE 401(k) PROFIT SHARING PLAN
The undersigned, Steel Technologies Inc.
("Employer"), by executing this Adoption
Agreement, elects to become a participating Employer in
the Benefit Actuaries, Inc. Defined
Contribution Prototype Plan (basic plan document # 01 ) by
adopting the accompanying Plan and Trust in full as if the
Employer were a signatory to that Agreement. The Employer
makes the following elections granted under the provisions of
the Prototype Plan.
ARTICLE I
DEFINITIONS
1.02 TRUSTEE. The Trustee executing this Adoption
Agreement is: (Choose (a) or (b))
[ ] (a) A discretionary Trustee. See Section 10.03[A] of
the Plan.
[X ] (b) A nondiscretionary Trustee. See Section 10.03[B]
of the Plan. [Note: The Employer may not elect Option
(b) if a Custodian executes the Adoption Agreement.]
1.03 PLAN. The name of the Plan as adopted by the
Employer is Steel Technologies Inc. Retirement Savings Plan
.
1.07 EMPLOYEE. The following Employees are not eligible
to participate in the Plan: (Choose (a) or at least one of (b)
through (g))
[ ] (a) No exclusions.
[X ] (b) Collective bargaining employees (as defined in
Section 1.07 of the Plan). [Note: If the Employer
excludes union employees from the Plan, the Employer
must be able to provide evidence that retirement
benefits were the subject of good faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned
income (as defined in Code 911(d)(2)) from the Employer
which constitutes United States source income (as
defined in Code 861(a)(3)).
[ ] (d) Commission Salesmen.
[ ] (e) Any Employee compensated on a salaried basis.
[ ] (f) Any Employee compensated on an hourly basis.
[ ] (g) (Specify)
.
Leased Employees. Any Leased Employee treated as an Employee
under Section 1.31 of the Plan, is: (Choose (h) or (i))
[X ] (h) Not eligible to participate in the Plan.
[ ] (i) Eligible to participate in the Plan, unless
excluded by reason of an exclusion classification
elected under this Adoption Agreement Section 1.07.
Related Employers. If any member of the Employer's related
group (as defined in Section 1.30 of the Plan) executes a
Participation Agreement to this Adoption Agreement, such
member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification
elected under this Adoption Agreement Section 1.07. In
addition: (Choose (j) or (k))
[ ] (j) No other related group member's Employees are
eligible to participate in the Plan.
[ ] (k) The following nonparticipating related group
member's Employees are eligible to participate in the
Plan unless excluded by reason of an exclusion
classification elected under this Adoption Agreement
Section 1.07:
.
1.12 COMPENSATION.
Treatment of elective contributions. (Choose (a) or (b))
[X ] (a) "Compensation" includes elective contributions
made by the Employer on the Employee's behalf.
[ ] (b) "Compensation" does not include elective
contributions.
Modifications to Compensation definition. (Choose (c) or at
least one of (d) through (j))
[X ] (c) No modifications other than as elected under
Options (a) or (b).
[ ] (d) The Plan excludes Compensation in excess of $
.
[ ] (e) In lieu of the definition in Section 1.12 of the
Plan, Compensation means any earnings reportable as W-2
wages for Federal income tax withholding purposes,
subject to any other election under this Adoption
Agreement Section 1.12.
[ ] (f) The Plan excludes bonuses.
[ ] (g) The Plan excludes overtime.
[ ] (h) The Plan excludes Commissions.
[ ] (i) Compensation will not include Compensation from a
related employer (as defined in Section 1.30 of the
Plan) that has not executed a Participation Agreement in
this Plan unless, pursuant to Adoption Agreement Section
1.07, the Employees of that related employer are
eligible to participate in this Plan.
[ ] (j) (Specify)
.
If, for any Plan Year, the Plan uses permitted disparity in
the contribution or allocation formula elected under Article
III, any election of Options (f), (g), (h) or (j) is
ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.
Special definition for matching contributions. "Compensation"
for purposes of any matching contribution formula under
Article III means: (Choose (k) or (l) only if applicable)
[X ] (k) Compensation as defined in this Adoption Agreement
Section 1.12.
[ ] (l) (Specify)
.
Special definition for salary reduction contributions. An
Employee's salary reduction agreement applies to his
Compensation determined prior to the reduction authorized by
that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if
applicable)
[X ] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to
another plan maintained by the Employer, the Advisory
Committee will determine the amount of the Employee's
salary reduction contribution for the withholding
period: (Choose (1) or (2))
[ ] (1) After the reduction for such period
of elective contributions to the other
plan(s).
[ ] (2) Prior to the reduction for such
period of elective contributions to the
other plan(s).
[ ] (o) (Specify)
.
1.17 PLAN YEAR/LIMITATION YEAR.
Plan Year. Plan Year means: (Choose (a) or (b))
[X ] (a) The 12 consecutive month period ending every
September 30 .
[ ] (b) (Specify)
.
Limitation Year. The Limitation Year is: (Choose (c) or (d))
[X ] (c) The Plan Year.
[ ] (d) The 12 consecutive month period ending every
.
1.18 EFFECTIVE DATE.
New Plan. The "Effective Date" of the Plan is
.
Restated Plan. The restated Effective Date is August 1, 1993
.
This Plan is a substitution and amendment of an
existing retirement plan(s) originally established
August 1, 1993
. [Note:
See the Effective Date Addendum.]
1.27 HOUR OF SERVICE. The crediting method for Hours of
Service is: (Choose (a) or (b))
[X ] (a) The actual method.
[ ] (b) The ___________________________________________
equivalency method, except:
[ ] (1) No exceptions.
[ ] (2) The actual method applies for purposes
of: (Choose at least one)
[ ] (i) Participation under Article II.
[ ] (ii) Vesting under Article V.
[ ] (iii) Accrual of benefits under
Section 3.06.
[Note: On the blank line, insert "daily," "weekly," "semi-
monthly payroll periods" or "monthly."]
1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to
the predecessor service the Plan must credit by reason of
Section 1.29 of the Plan, the Plan credits Service with the
following predecessor employer(s): MiTech Steel Inc.
. Service with the designated predecessor employer(s)
applies: (Choose at least one of (a) or (b); (c) is available
only in addition to (a) or (b))
[X ] (a) For purposes of participation under Article II.
[X ] (b) For purposes of vesting under Article V.
[ ] (c) Except the following Service:
.
[Note: If the Plan does not credit any predecessor service
under this provision, insert "N/A" in the first blank line.
The Employer may attach a schedule to this Adoption Agreement,
in the same format as this Section 1.29, designating
additional predecessor employers and the applicable service
crediting elections.]
N/A 1.31 LEASED EMPLOYEES. If a Leased Employee is a
Participant in the Plan and also participates in a plan
maintained by the leasing organization: (Choose (a) or (b))
[ ] (a) The Advisory Committee will determine the Leased
Employee's allocation of Employer contributions under
Article III without taking into account the Leased
Employee's allocation, if any, under the leasing
organization's plan.
[ ] (b) The Advisory Committee will reduce a Leased
Employee's allocation of Employer nonelective
contributions (other than designated qualified
nonelective contributions) under this Plan by the Leased
Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is
attributable to the Leased Employee's service provided
to the Employer. The leasing organization's plan:
[ ] (1) Must be a money purchase plan which
would satisfy the definition under Section
1.31 of a safe harbor plan, irrespective of
whether the safe harbor exception applies.
[ ] (2) Must satisfy the features and, if a
defined benefit plan, the method of
reduction described in an addendum to this
Adoption Agreement, numbered 1.31.
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
Eligibility conditions. To become a Participant in the Plan,
an Employee must satisfy the following eligibility conditions:
(Choose (a) or (b) or both; (c) is optional as an additional
election)
[ ] (a) Attainment of age (specify
age, not exceeding 21).
[X ] (b) Service requirement. (Choose one of (1) through
(3))
[X ] (1) One Year of Service.
[ ] (2) months (not
exceeding 12) following the Employee's
Employment Commencement Date.
[ ] (3) One Hour of Service.
[ ] (c) Special requirements for non-401(k) portion of
plan. (Make elections under (1) and under (2))
(1) The requirements of this Option (c)
apply to participation in: (Choose at least
one of (i) through (iii))
[ ] (i) The allocation of Employer
nonelective contributions and
Participant forfeitures.
[ ] (ii) The allocation of Employer
matching contributions (including
forfeitures allocated as matching
contributions).
[ ] (iii) The allocation of Employer
qualified nonelective contributions.
(2) For participation in the allocations
described in (1), the eligibility
conditions are: (Choose at least one of (i)
through (iv))
[ ] (i) (one or two)
Year(s) of Service, without an
intervening Break in Service (as
described in Section 2.03(A) of the
Plan) if the requirement is two Years
of Service.
[ ] (ii) months (not
exceeding 24) following the
Employee's Employment Commencement
Date.
[ ] (iii) One Hour of Service.
[ ] (iv) Attainment of age
(Specify age, not exceeding
21).
Plan Entry Date. "Plan Entry Date" means the Effective Date
and: (Choose (d), (e) or (f))
[ ] (d) Semi-annual Entry Dates. The first day of the Plan
Year and the first day of the seventh month of the Plan
Year.
[ ] (e) The first day of the Plan Year.
[X ] (f) (Specify entry dates) August 1, 1993 and each
January 1, April 1, July 1 and October 1 thereafter
.
Time of Participation. An Employee will become a Participant
(and, if applicable, will participate in the allocations
described in Option (c)(1)), unless excluded under Adoption
Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (g), (h) or (i))
[X ] (g) immediately following
[ ] (h) immediately preceding
[ ] (i) nearest
the date the Employee completes the eligibility conditions
described in Options (a) and (b) (or in Option (c)(2) if
applicable) of this Adoption Agreement Section 2.01. [Note:
The Employer must coordinate the selection of (g), (h) or (i)
with the "Plan Entry Date" selection in (d), (e) or (f).
Unless otherwise excluded under Section 1.07, the Employee
must become a Participant by the earlier of: (1) the first day
of the Plan Year beginning after the date the Employee
completes the age and service requirements of Code 410(a); or
(2) 6 months after the date the Employee completes those
requirements.]
N/A Dual eligibility. The eligibility conditions of this
Section 2.01 apply to: (Choose (j) or (k))
[ ] (j) All Employees of the Employer, except: (Choose (1)
or (2))
[ ] (1) No exceptions.
[ ] (2) Employees who are Participants in the
Plan as of the Effective Date.
[ ] (k) Solely to an Employee employed by the Employer
after . If the Employee was
employed by the Employer on or before the specified
date, the Employee will become a Participant: (Choose
(1), (2) or (3))
[ ] (1) On the latest of the Effective Date,
his Employment Commencement Date or the
date he attains age
(not to exceed 21).
[ ] (2) Under the eligibility conditions in
effect under the Plan prior to the restated
Effective Date. If the restated Plan
required more than one Year of Service to
participate, the eligibility condition
under this Option (2) for participation in
the Code 401(k) arrangement under this
Plan is one Year of Service for Plan Years
beginning after December 31, 1988. [For
restated plans only]
[ ] (3) (Specify)
.
2.02 YEAR OF SERVICE - PARTICIPATION.
Hours of Service. An Employee must complete: (Choose (a) or
(b))
[X ] (a) 1,000 Hours of Service
[ ] (b) Hours of Service
during an eligibility computation period to receive credit for
a Year of Service. [Note: The Hours of Service requirement may
not exceed 1,000.]
Eligibility computation period. After the initial eligibility
computation period described in Section 2.02 of the Plan, the
Plan measures the eligibility computation period as: (Choose
(c) or (d))
[ ] (c) The 12 consecutive month period beginning with
each anniversary of an Employee's Employment
Commencement Date.
[X ] (d) The Plan Year, beginning with the Plan Year which
includes the first anniversary of the Employee's
Employment Commencement Date.
2.03 BREAK IN SERVICE - PARTICIPATION. The Break in
Service rule described in Section 2.03(B) of the Plan: (Choose
(a) or (b))
[X ] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a)
or (b))
[X ] (a) Does not permit an eligible Employee or a
Participant to elect not to participate.
[ ] (b) Does permit an eligible Employee or a Participant
to elect not to participate in accordance with Section
2.06 and with the following rules: (Complete (1), (2),
(3) and (4))
(1) An election is effective for a Plan Year if
filed no later than
.
(2) An election not to participate must be
effective for at least Plan
Year(s).
(3) Following a re-election to participate, the
Employee or Participant:
[ ] (i) May not again elect not to
participate for any subsequent Plan Year.
[ ] (ii) May again elect not to participate,
but not earlier than the
Plan Year following the
Plan Year in which the re-election first
was effective.
(4) (Specify)
[Insert "N/A" if no
other rules apply].
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
Part I. [Options (a) through (g)] Amount of Employer's
contribution. The Employer's annual contribution to the Trust
will equal the total amount of deferral contributions,
matching contributions, qualified nonelective contributions
and nonelective contributions, as determined under this
Section 3.01. (Choose any combination of (a), (b), (c) and
(d), or choose (e))
[X ] (a) Deferral contributions (Code 401(k) arrangement).
(Choose (1) or (2) or both)
[X ] (1) Salary reduction arrangement. The
Employer must contribute the amount by
which the Participants have reduced their
Compensation for the Plan Year, pursuant to
their salary reduction agreements on file
with the Advisory Committee. A reference in
the Plan to salary reduction contributions
is a reference to these amounts.
[ ] (2) Cash or deferred arrangement. The
Employer will contribute on behalf of each
Participant the portion of the
Participant's proportionate share of the
cash or deferred contribution which he has
not elected to receive in cash. See Section
14.02 of the Plan. The Employer's cash or
deferred contribution is the amount the
Employer may from time to time deem
advisable which the Employer designates as
a cash or deferred contribution prior to
making that contribution to the Trust.
[X ] (b) Matching contributions. The Employer will make
matching contributions in accordance with the formula(s)
elected in Part II of this Adoption Agreement Section
3.01.
[X ] (c) Designated qualified nonelective contributions.
The Employer, in its sole discretion, may contribute an
amount which it designates as a qualified nonelective
contribution.
[X ] (d) Nonelective contributions. (Choose any combination
of (1) through (4))
[X ] (1) Discretionary contribution. The
amount (or additional amount) the Employer
may from time to time deem advisable.
[ ] (2) The amount (or additional amount) the
Employer may from time to time deem
advisable, separately determined for each
of the following classifications of
Participants: (Choose (i) or (ii))
[ ] (i) Nonhighly Compensated Employees
and Highly Compensated Employees.
[ ] (ii) (Specify classifications)
.
Under this Option (2), the Advisory
Committee will allocate the amount
contributed for each Participant
classification in accordance with Part II
of Adoption Agreement Section 3.04, as if
the Participants in that classification
were the only Participants in the Plan.
[ ] (3) % of the
Compensation of all Participants under the
Plan, determined for the Employer's taxable
year for which it makes the contribution.
[Note: The percentage selected may not
exceed 15%.]
[ ] (4) % of Net
Profits but not more than $
.
[ ] (e) Frozen Plan. This Plan is a frozen Plan effective
.
The Employer will not contribute to the Plan with
respect to any period following the stated date.
Net Profits. The Employer: (Choose (f) or (g))
[X ] (f) Need not have Net Profits to make its annual
contribution under this Plan.
[ ] (g) Must have current or accumulated Net Profits
exceeding $ to make the following
contributions: (Choose at least one)
[ ] (1) Cash or deferred contributions
described in Option (a)(2).
[ ] (2) Matching contributions described in
Option (b), except:
.
[ ] (3) Qualified nonelective contributions
described in Option (c).
[ ] (4) Nonelective contributions described
in Option (d).
The term "Net Profits" means the Employer's net income or
profits for any taxable year determined by the Employer upon
the basis of its books of account in accordance with generally
accepted accounting practices consistently applied without any
deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under
any other employee benefit plan the Employer maintains. The
term "Net Profits" specifically excludes
. [Note: Enter "N/A" if no
exclusions apply.]
If the Employer requires Net Profits for matching
contributions and the Employer does not have sufficient Net
Profits under Option (g), it will reduce the matching
contribution under a fixed formula on a prorata basis for all
Participants. A Participant's share of the reduced
contribution will bear the same ratio as the matching
contribution the Participant would have received if Net
Profits were sufficient bears to the total matching
contribution all Participants would have received if Net
Profits were sufficient. If more than one member of a related
group (as defined in Section 1.30) execute this Adoption
Agreement, each participating member will determine Net
Profits separately but will not apply this reduction unless,
after combining the separately determined Net Profits, the
aggregate Net Profits are insufficient to satisfy the matching
contribution liability. "Net Profits" includes both current
and accumulated Net Profits.
Part II. [Options (h) through (j)] Matching contribution
formula. [Note: If the Employer elected Option (b), complete
Options (h), (i) and (j).]
[X ] (h) Amount of matching contributions. For each Plan
Year, the Employer's matching contribution is: (Choose
any combination of (1), (2), (3), (4) and (5))
[ ] (1) An amount equal to % of
each Participant's eligible contributions for the
Plan Year.
[ ] (2) An amount equal to % of
each Participant's first tier of eligible
contributions for the Plan Year, plus the
following matching percentage(s) for the
following subsequent tiers of eligible
contributions for the Plan Year:
.
[X ] (3) Discretionary formula.
[ ] (i) An amount (or additional amount)
equal to a matching percentage the Employer
from time to time may deem advisable of the
Participant's eligible contributions for
the Plan Year.
[X ] (ii) An amount (or additional amount)
equal to a matching percentage the Employer
from time to time may deem advisable of
each tier of the Participant's eligible
contributions for the Plan Year.
[ ] (4) An amount equal to the following percentage
of each Participant's eligible contributions for
the Plan Year, based on the Participant's Years
of Service:
Number of Years of Service
Matching Percentage
The Advisory Committee will apply this formula by
determining Years of Service as follows:
.
[ ] (5) A Participant's matching contributions may
not: (Choose (i) or (ii))
[ ] (i) Exceed
.
[ ] (ii) Be less than
.
Related Employers. If two or more related employers (as
defined in Section 1.30) contribute to this Plan, the related
employers may elect different matching contribution formulas
by attaching to the Adoption Agreement a separately completed
copy of this Part II. Note: Separate matching contribution
formulas create separate current benefit structures that must
satisfy the minimum participation test of Code 401(a)(26).]
[X ] (i) Definition of eligible contributions. Subject to
the requirements of Option (j), the term "eligible
contributions" means: (Choose any combination of (1)
through (3))
[X ] (1) Salary reduction contributions.
[ ] (2) Cash or deferred contributions (including
any part of the Participant's proportionate share
of the cash or deferred contribution which the
Employer defers without the Participant's
election).
[ ] (3) Participant mandatory contributions, as
designated in Adoption Agreement Section 4.01.
See Section 14.04 of the Plan.
[X ] (j) Amount of eligible contributions taken into
account. When determining a Participant's eligible
contributions taken into account under the matching
contributions formula(s), the following rules apply:
(Choose any combination of (1) through (4))
[ ] (1) The Advisory Committee will take into
account all eligible contributions credited for
the Plan Year.
[ ] (2) The Advisory Committee will disregard
eligible contributions exceeding
.
[X ] (3) The Advisory Committee will treat as the
first tier of eligible contributions, an amount
not exceeding: 3% of compensation paid during
the applicable Allocation Period
.
The subsequent tiers of eligible contributions
are: the next 3% of compensation paid during the
applicable Allocation Period
.
[ ] (4) (Specify)
.
Part III. [Options (k) and (l)]. Special rules for Code
401(k) Arrangement. (Choose (k) or (l), or both, as
applicable)
[X ] (k) Salary Reduction Agreements. The following rules
and restrictions apply to an Employee's salary reduction
agreement: (Make a selection under (1), (2), (3) and
(4))
(1) Limitation on amount. The Employee's salary
reduction contributions: (Choose (i) or at least
one of (ii) or (iii))
[ ] (i) No maximum limitation other
than as provided in the Plan.
[X ] (ii) May not exceed 15 % of
Compensation for the Plan Year,
subject to the annual additions
limitation described in Part 2 of
Article III and the 402(g) limitation
described in Section 14.07 of the
Plan.
[ ] (iii) Based on percentages of
Compensation must equal at least
.
(2) An Employee may revoke, on a prospective
basis, a salary reduction agreement: (Choose (i),
(ii), (iii) or (iv))
[ ] (i) Once during any Plan Year but
not later than
of the Plan Year.
[X ] (ii) As of any Plan Entry Date.
[ ] (iii) As of the first day of any
month.
[ ] (iv) (Specify, but must be at least
once per Plan Year)
.
(3) An Employee who revokes his salary
reduction agreement may file a new salary
reduction agreement with an effective date:
(Choose (i), (ii), (iii) or (iv))
[ ] (i) No earlier than the first day
of the next Plan Year.
[X ] (ii) As of any subsequent Plan Entry
Date.
[ ] (iii) As of the first day of any
month subsequent to the month in
which he revoked an Agreement.
[ ] (iv) (Specify, but must be at least
once per Plan Year following the Plan
Year of revocation)
.
(4) A Participant may increase or may decrease,
on a prospective basis, his salary reduction
percentage or dollar amount: (Choose (i), (ii),
(iii) or (iv))
[ ] (i) As of the beginning of each
payroll period.
[ ] (ii) As of the first day of each
month.
[X ] (iii) As of any Plan Entry Date.
[ ] (iv) (Specify, but must permit an
increase or a decrease at least once
per Plan Year)
.
N/A [ ] (l) Cash or deferred contributions. For each
Plan Year for which the Employer makes a
designated cash or deferred contribution, a
Participant may elect to receive directly in cash
not more than the following portion (or, if less,
the 402(g) limitation described in Section 14.07
of the Plan) of his proportionate share of that
cash or deferred contribution: (Choose (1) or
(2))
[ ] (1) All or any portion.
[ ] (2)
%.
3.04 CONTRIBUTION ALLOCATION. The Advisory Committee
will allocate deferral contributions, matching contributions,
qualified nonelective contributions and nonelective
contributions in accordance with Section 14.06 and the
elections under this Adoption Agreement Section 3.04.
Part I. [Options (a) through (d)]. Special Accounting
Elections. (Choose whichever elections are applicable to the
Employer's Plan)
[X ] (a) Matching Contributions Account. The Advisory
Committee will allocate matching contributions to a
Participant's: (Choose (1) or (2); (3) is available only
in addition to (1))
[X ] (1) Regular Matching Contributions
Account.
[ ] (2) Qualified Matching Contributions
Account.
[ ] (3) Except, matching contributions under
Option(s) ___________________ of Adoption
Agreement Section 3.01 are allocable to the
Qualified Matching Contributions Account.
[X ] (b) Special Allocation Dates for Salary Reduction
Contributions. The Advisory Committee will allocate
salary reduction contributions as of the Accounting Date
and as of the following additional allocation dates:
after the end of each pay period
.
[X ] (c) Special Allocation Dates for Matching
Contributions. The Advisory Committee will allocate
matching contributions as of the Accounting Date and as
of the following additional allocation dates: the last
day of each month
.
[X ] (d) Designated Qualified Nonelective Contributions -
Definition of Participant. For purposes of allocating
the designated qualified nonelective contribution,
"Participant" means: (Choose (1), (2) or (3))
[ ] (1) All Participants.
[X ] (2) Participants who are Nonhighly
Compensated Employees for the Plan Year.
[ ] (3) (Specify)
.
Part II. Method of Allocation - Nonelective Contribution.
Subject to any restoration allocation required under Section
5.04, the Advisory Committee will allocate and credit each
annual nonelective contribution (and Participant forfeitures
treated as nonelective contributions) to the Employer
Contributions Account of each Participant who satisfies the
conditions of Section 3.06, in accordance with the allocation
method selected under this Section 3.04. If the Employer
elects Option (e)(2), Option (g)(2) or Option (h), for the
first 3% of Compensation allocated to all Participants,
"Compensation" does not include any exclusions elected under
Adoption Agreement Section 1.12 (other than the exclusion of
elective contributions), and the Advisory Committee must take
into account the Participant's Compensation for the entire
Plan Year. (Choose an allocation method under (e), (f), (g) or
(h); (i) is mandatory if the Employer elects (f), (g) or (h);
(j) is optional in addition to any other election.)
[X ] (e) Nonintegrated Allocation Formula. (Choose (1) or
(2))
[X ] (1) The Advisory Committee will allocate
the annual nonelective contributions in the
same ratio that each Participant's
Compensation for the Plan Year bears to the
total Compensation of all Participants for
the Plan Year.
[ ] (2) The Advisory Committee will allocate
the annual nonelective contributions in the
same ratio that each Participant's
Compensation for the Plan Year bears to the
total Compensation of all Participants for
the Plan Year. For purposes of this Option
(2), "Participant" means, in addition to a
Participant who satisfies the requirements
of Section 3.06 for the Plan Year, any
other Participant entitled to a top heavy
minimum allocation under Section 3.04(B),
but such Participant's allocation will not
exceed 3% of his Compensation for the Plan
Year.
[ ] (f) Two-Tiered Integrated Allocation Formula - Maximum
Disparity. First, the Advisory Committee will allocate
the annual Employer nonelective contributions in the
same ratio that each Participant's Compensation plus
Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed
the applicable percentage (5.7%, 5.4% or 4.3%) listed
under the Maximum Disparity Table following Option (i).
The Advisory Committee then will allocate any remaining
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan
Year.
[ ] (g) Three-Tiered Integrated Allocation Formula. First,
the Advisory Committee will allocate the annual Employer
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation may not
exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following
Option (i). Solely for purposes of the allocation in
this first paragraph, "Participant" means, in addition
to a Participant who satisfies the requirements of
Section 3.06 for the Plan Year: (Choose (1) or (2))
[ ] (1) No other Participant.
[ ] (2) Any other Participant entitled to a
top heavy minimum allocation under Section
3.04(B), but such Participant's allocation
under this Option (g) will not exceed 3% of
his Compensation for the Plan Year.
As a second tier allocation, the Advisory Committee will
allocate the nonelective contributions in the same ratio
that each Participant's Excess Compensation for the Plan
Year bears to the total Excess Compensation of all
Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's
Excess Compensation, may not exceed the allocation
percentage in the first paragraph.
Finally, the Advisory Committee will allocate any
remaining nonelective contributions in the same ratio
that each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for
the Plan Year.
[ ] (h) Four-Tiered Integrated Allocation Formula. First,
the Advisory Committee will allocate the annual Employer
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan
Year, but not exceeding 3% of each Participant's
Compensation. Solely for purposes of this first tier
allocation, a "Participant" means, in addition to any
Participant who satisfies the requirements of Section
3.06 for the Plan Year, any other Participant entitled
to a top heavy minimum allocation under Section 3.04(B)
of the Plan.
As a second tier allocation, the Advisory Committee will
allocate the nonelective contributions in the same ratio
that each Participant's Excess Compensation for the Plan
Year bears to the total Excess Compensation of all
Participants for the Plan Year, but not exceeding 3% of
each Participant's Excess Compensation.
As a third tier allocation, the Advisory Committee will
allocate the annual Employer contributions in the same
ratio that each Participant's Compensation plus Excess
Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all
Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed
the applicable percentage (2.7%, 2.4% or 1.3%) listed
under the Maximum Disparity Table following Option (i).
The Advisory Committee then will allocate any remaining
nonelective contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan
Year.
[ ] (i) Excess Compensation. For purposes of Option (f),
(g) or (h), "Excess Compensation" means Compensation in
excess of the following Integration Level: (Choose (1)
or (2))
[ ] (1) % (not exceeding 100%)
of the taxable wage base, as determined
under Section 230 of the Social Security
Act, in effect on the first day of the Plan
Year: (Choose any combination of (i) and
(ii) or choose (iii))
[ ] (i) Rounded to
(but not exceeding the
taxable wage base).
[ ] (ii) But not greater than $
.
[ ] (iii) Without any further adjustment
or limitation.
[ ] (2) $
[Note: Not exceeding the taxable
wage base for the Plan Year in which this
Adoption Agreement first is effective.]
Maximum Disparity Table. For purposes of Options (f), (g) and
(h), the applicable percentage is:
Integration Level (as Applicable Percentages
for Applicable Percentages
percentage of taxable wage base) Option (f) or Option
(g) for Option (h)
100% 5.7%
2.7%
More than 80% but less than 100% 5.4% 2.4%
More than 20% (but not less than $10,001)
and not more than 80% 4.3%
1.3%
20% (or $10,000, if greater) or less 5.7%
2.7%
[ ] (j) Allocation offset. The Advisory Committee will
reduce a Participant's allocation otherwise made under
Part II of this Section 3.04 by the Participant's
allocation under the following qualified plan(s)
maintained by the Employer:
.
The Advisory Committee will determine this allocation
reduction: (Choose (1) or (2))
[ ] (1) By treating the term "nonelective
contribution" as including all amounts paid or
accrued by the Employer during the Plan Year to
the qualified plan(s) referenced under this
Option (j). If a Participant under this Plan
also participates in that other plan, the
Advisory Committee will treat the amount the
Employer contributes for or during a Plan Year
on behalf of a particular Participant under
such other plan as an amount allocated under
this Plan to that Participant's Account for
that Plan Year. The Advisory Committee will
make the computation of allocation required
under the immediately preceding sentence before
making any allocation of nonelective
contributions under this Section 3.04.
[ ] (2) In accordance with the formula provided
in an addendum to this Adoption Agreement,
numbered 3.04(j).
Top Heavy Minimum Allocation - Method of Compliance. If a
Participant's allocation under this Section 3.04 is less than
the top heavy minimum allocation to which he is entitled under
Section 3.04(B): (Choose (k) or (l))
[X ] (k) The Employer will make any necessary additional
contribution to the Participant's Account, as
described in Section 3.04(B)(7)(a) of the Plan.
[ ] (l) The Employer will satisfy the top heavy minimum
allocation under the following plan(s) it maintains:
. However, the
Employer will make any necessary additional
contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this
Plan and not under the other plan(s) designated in
this Option (l). See Section 3.04(B)(7)(b) of the
Plan.
If the Employer maintains another plan, the Employer may
provide in an addendum to this Adoption Agreement, numbered
Section 3.04, any modifications to the Plan necessary to
satisfy the top heavy requirements under Code 416.
Related employers. If two or more related employers (as
defined in Section 1.30) contribute to this Plan, the Advisory
Committee must allocate all Employer nonelective contributions
(and forfeitures treated as nonelective contributions) to each
Participant in the Plan, in accordance with the elections in
this Adoption Agreement Section 3.04: (Choose (m) or (n))
[X ] (m) Without regard to which contributing related
group member employs the Participant.
[ ] (n) Only to the Participants directly employed by
the contributing Employer. If a Participant receives
Compensation from more than one contributing Employer,
the Advisory Committee will determine the allocations
under this Adoption Agreement Section 3.04 by
prorating among the participating Employers the
Participant's Compensation and, if applicable, the
Participant's Integration Level under Option (i).
3.05 FORFEITURE ALLOCATION. Subject to any restoration
allocation required under Sections 5.04 or 9.14, the Advisory
Committee will allocate a Participant forfeiture in accordance
with Section 3.04: (Choose (a) or (b); (c) and (d) are
optional in addition to (a) or (b))
[ ] (a) As an Employer nonelective contribution for the
Plan Year in which the forfeiture occurs, as if the
Participant forfeiture were an additional nonelective
contribution for that Plan Year.
[X ] (b) To reduce the Employer matching contributions
and nonelective contributions for the Plan Year:
(Choose (1) or (2))
[X ] (1) in which the forfeiture occurs.
[ ] (2) immediately following the Plan Year in
which the forfeiture occurs.
[ ] (c) To the extent attributable to matching
contributions: (Choose (1), (2) or (3))
[ ] (1) In the manner elected under Options (a)
or (b).
[ ] (2) First to reduce Employer matching
contributions for the Plan Year: (Choose (i) or
(ii))
[ ] (i) in which the forfeiture occurs,
[ ] (ii) immediately following the Plan Year
in which the forfeiture occurs,
then as elected in Options (a) or (b).
[ ] (3) As a discretionary matching contribution
for the Plan Year in which the forfeiture
occurs, in lieu of the manner elected under
Options (a) or (b).
[ ] (d) First to reduce the Plan's ordinary and
necessary administrative expenses for the Plan Year
and then will allocate any remaining forfeitures in
the manner described in Options (a), (b) or (c),
whichever applies. If the Employer elects Option (c),
the forfeitures used to reduce Plan expenses: (Choose
(1) or (2))
[ ] (1) relate proportionately to forfeitures
described in Option (c) and to forfeitures
described in Options (a) or (b).
[ ] (2) relate first to forfeitures described in
Option _________.
Allocation of forfeited excess aggregate contributions. The
Advisory Committee will allocate any forfeited excess
aggregate contributions (as described in Section 14.09):
(Choose (e), (f) or (g))
[X ] (e) To reduce Employer matching contributions for
the Plan Year: (Choose (1) or (2))
[X ] (1) in which the forfeiture occurs.
[ ] (2) immediately following the Plan Year in
which the forfeiture occurs.
[ ] (f) As Employer discretionary matching
contributions for the Plan Year in which forfeited,
except the Advisory Committee will not allocate these
forfeitures to the Highly Compensated Employees who
incurred the forfeitures.
[ ] (g) In accordance with Options (a) through (d),
whichever applies, except the Advisory Committee will
not allocate these forfeitures under Option (a) or
under Option (c)(3) to the Highly Compensated
Employees who incurred the forfeitures.
3.06 ACCRUAL OF BENEFIT.
Compensation taken into account. For the Plan Year in which
the Employee first becomes a Participant, the Advisory
Committee will determine the allocation of any cash or
deferred contribution, designated qualified nonelective
contribution or nonelective contribution by taking into
account: (Choose (a) or (b))
[ ] (a) The Employee's Compensation for the entire Plan
Year.
[X ] (b) The Employee's Compensation for the portion of
the Plan Year in which the Employee actually is a
Participant in the Plan.
Accrual Requirements. Subject to the suspension of accrual
requirements of Section 3.06(E) of the Plan, to receive an
allocation of cash or deferred contributions, matching
contributions, designated qualified nonelective contributions,
nonelective contributions and Participant forfeitures, if any,
for the Plan Year, a Participant must satisfy the conditions
described in the following elections: (Choose (c) or at least
one of (d) through (f))
[ ] (c) Safe harbor rule. If the Participant is
employed by the Employer on the last day of the Plan
Year, the Participant must complete at least one Hour
of Service for that Plan Year. If the Participant is
not employed by the Employer on the last day of the
Plan Year, the Participant must complete at least 501
Hours of Service during the Plan Year.
[X ] (d) Hours of Service condition. The Participant
must complete the following minimum number of Hours of
Service during the Plan Year: (Choose at least one of
(1) through (5))
Applies to [X ] (1) 1,000 Hours of Service.
nonelective [ ] (2) (Specify, but the number
of Hours of Service may not exceed
1,000)
contributions and
.
QNECs only
[ ] (3) No Hour of Service requirement if the
Participant terminates employment during the
Plan Year on account of: (Choose (i), (ii) or
(iii))
[ ] (i) Death.
[ ] (ii) Disability.
[ ] (iii) Attainment of Normal Retirement
Age in the current Plan Year or in a
prior Plan Year.
[ ] (4) Hours of Service (not
exceeding 1,000) if the Participant terminates
employment with the Employer during the Plan
Year, subject to any election in Option (3).
[ ] (5) No Hour of Service requirement for an
allocation of the following contributions:
.
[X ] (e) Employment condition. The Participant must be
employed by the Employer on the last day of the Plan
Year, irrespective of whether he satisfies any Hours
of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of
(2) through (5))
[X ] (1) No exceptions.
[ ] (2) Termination of employment because of
death.
[ ] (3) Termination of employment because of
disability.
[ ] (4) Termination of employment following
attainment of Normal Retirement Age.
[ ] (5) No employment condition for the
following contributions:
.
[ ] (f) (Specify other conditions, if applicable):
.
Suspension of Accrual Requirements. The suspension of accrual
requirements of Section 3.06(E) of the Plan: (Choose (g), (h)
or (i))
[X ] (g) Applies to the Employer's Plan.
[ ] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's
Plan, as described in an addendum to this Adoption
Agreement, numbered Section 3.06(E).
Special accrual requirements for matching contributions. If
the Plan allocates matching contributions on two or more
allocation dates for a Plan Year, the Advisory Committee,
unless otherwise specified in Option (l), will apply any Hours
of Service condition by dividing the required Hours of Service
on a prorata basis to the allocation periods included in that
Plan Year. Furthermore, a Participant who satisfies the
conditions described in this Adoption Agreement Section 3.06
will receive an allocation of matching contributions (and
forfeitures treated as matching contributions) only if the
Participant satisfies the following additional condition(s):
(Choose (j) or at least one of (k) or (l))
[X ] (j) No additional conditions.
[ ] (k) The Participant is not a Highly Compensated
Employee for the Plan Year. This Option (k) applies
to: (Choose (1) or (2))
[ ] (1) All matching contributions.
[ ] (2) Matching contributions described in
Option(s) __________ of Adoption Agreement
Section 3.01.
[ ] (l) (Specify)
.
3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of
Section 3.15 apply, the Excess Amount attributed to this Plan
equals: (Choose (a), (b) or (c))
[ ] (a) The product of:
(i) the total Excess Amount allocated as of such
date (including any amount which the Advisory
Committee would have allocated but for the limitations
of Code 415), times
(ii) the ratio of (1) the amount allocated to the
Participant as of such date under this Plan divided by
(2) the total amount allocated as of such date under
all qualified defined contribution plans (determined
without regard to the limitations of Code 415).
[X ] (b) The total Excess Amount.
[ ] (c) None of the Excess Amount.
3.18 DEFINED BENEFIT PLAN LIMITATION.
Application of limitation. The limitation under Section 3.18
of the Plan: (Choose (a) or (b))
[ ] (a) Does not apply to the Employer's Plan because
the Employer does not maintain and never has
maintained a defined benefit plan covering any
Participant in this Plan.
[X ] (b) Applies to the Employer's Plan. To the extent
necessary to satisfy the limitation under Section
3.18, the Employer will reduce: (Choose (1) or (2))
[ ] (1) The Participant's projected annual
benefit under the defined benefit plan under
which the Participant participates.
[X ] (2) Its contribution or allocation on behalf
of the Participant to the defined contribution
plan under which the Participant participates
and then, if necessary, the Participant's
projected annual benefit under the defined
benefit plan under which the Participant
participates.
[Note: If the Employer selects (a), the remaining options in
this Section 3.18 do not apply to the Employer's Plan.]
Coordination with top heavy minimum allocation. The Advisory
Committee will apply the top heavy minimum allocation
provisions of Section 3.04(B) of the Plan with the following
modifications: (Choose (c) or at least one of (d) or (e))
[X ] (c) No modifications.
[ ] (d) For Non-Key Employees participating only in
this Plan, the top heavy minimum allocation is the
minimum allocation described in Section 3.04(B)
determined by substituting _________% (not less than
4%) for "3%," except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Plan Years in which the top heavy ratio
exceeds 90%.
[ ] (e) For Non-Key Employees also participating in the
defined benefit plan, the top heavy minimum is:
(Choose (1) or (2))
[ ] (1) 5% of Compensation (as determined under
Section 3.04(B) or the Plan) irrespective of
the contribution rate of any Key Employee,
except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Substituting "7 1/2%" for "5%" if the
top heavy ratio does not exceed 90%.
[ ] (2) 0%. [Note: The Employer may not select
this Option (2) unless the defined benefit plan
satisfies the top heavy minimum benefit
requirements of Code 416 for these Non-Key
Employees.]
Actuarial Assumptions for Top Heavy Calculation. To determine
the top heavy ratio, the Advisory Committee will use the
following interest rate and mortality assumptions to value
accrued benefits under a defined benefit plan:
.
If the elections under this Section 3.18 are not appropriate
to satisfy the limitations of Section 3.18, or the top heavy
requirements under Code 416, the Employer must provide the
appropriate provisions in an addendum to this Adoption
Agreement.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The Plan:
(Choose (a) or (b); (c) is available only with (b))
[X ] (a) Does not permit Participant nondeductible
contributions.
[ ] (b) Permits Participant nondeductible
contributions, pursuant to Section 14.04 of the Plan.
[ ] (c) The following portion of the Participant's
nondeductible contributions for the Plan Year are
mandatory contributions under Option (i)(3) of
Adoption Agreement Section 3.01: (Choose (1) or (2))
[ ] (1) The amount which is not less than:
.
[ ] (2) The amount which is not greater than:
.
N/A Allocation dates. The Advisory Committee will allocate
nondeductible contributions for each Plan Year as of the
Accounting Date and the following additional allocation dates:
(Choose (d) or (e))
[ ] (d) No other allocation dates.
[ ] (e) (Specify)
.
As of an allocation date, the Advisory Committee will credit
all nondeductible contributions made for the relevant
allocation period. Unless otherwise specified in (e), a
nondeductible contribution relates to an allocation period
only if actually made to the Trust no later than 30 days after
that allocation period ends.
4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION.
Subject to the restrictions of Article VI, the following
distribution options apply to a Participant's Mandatory
Contributions Account, if any, prior to his Separation from
Service: (Choose (a) or at least one of (b) through (d))
[X ] (a) No distribution options prior to Separation
from Service.
[ ] (b) The same distribution options applicable to the
Deferral Contributions Account prior to the
Participant's Separation from Service, as elected in
Adoption Agreement Section 6.03.
[ ] (c) Until he retires, the Participant has a
continuing election to receive all or any portion of
his Mandatory Contributions Account if: (Choose (1) or
at least one of (2) through (4))
[ ] (1) No conditions.
[ ] (2) The mandatory contributions have
accumulated for at least Plan
Years since the Plan Year for which
contributed.
[ ] (3) The Participant suspends making
nondeductible contributions for a period of
months.
[ ] (4) (Specify)
.
[ ] (d) (Specify)
.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. Normal Retirement Age under the
Plan is: (Choose (a) or (b))
[X ] (a) 65 [State age, but
may not exceed age 65].
[ ] (b) The later of the date the Participant attains
(_____) years of age or
the (_____)
anniversary of the first day of the Plan Year in which
the Participant commenced participation in the Plan.
[The age selected may not exceed age 65 and the
anniversary selected may not exceed the 5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting
rule under Section 5.02 of the Plan: (Choose (a) or choose one
or both of (b) and (c))
[ ] (a) Does not apply.
[X ] (b) Applies to death.
[X ] (c) Applies to disability.
5.03 VESTING SCHEDULE.
Deferral Contributions Account/Qualified Matching
Contributions Account/Qualified Nonelective Contributions
Account/Mandatory Contributions Account. A Participant has a
100% Nonforfeitable interest at all times in his Deferral
Contributions Account, his Qualified Matching Contributions
Account, his Qualified Nonelective Contributions Account and
in his Mandatory Contributions Account.
Regular Matching Contributions Account/Employer Contributions
Account. With respect to a Participant's Regular Matching
Contributions Account and Employer Contributions Account, the
Employer elects the following vesting schedule: (Choose (a) or
(b); (c) and (d) are available only as additional options)
[ ] (a) Immediate vesting. 100% Nonforfeitable at all
times. [Note: The Employer must elect Option (a) if
the eligibility conditions under Adoption Agreement
Section 2.01(c) require 2 years of service or more
than 12 months of employment.]
[X ] (b) Graduated Vesting Schedules.
Top Heavy Schedule
(Mandatory)
Years of Nonforfeitable
Service Percentage
Less than 1
0%
1
0%
2
0%
3
100%
4
100%
5
100%
6 or more
100% Non Top Heavy Schedule
(Optional)
Years of Nonforfeitable
Service Percentage
Less than 1 0%
1 0%
2 0%
3 0%
4 0%
5 100%
6 100%
7 or more 100%
[ ] (c) Special vesting election for Regular Matching
Contributions Account. In lieu of the election under
Options (a) or (b), the Employer elects the following
vesting schedule for a Participant's Regular Matching
Contributions Account: (Choose (1) or (2))
[ ] (1) 100% Nonforfeitable at all times.
[ ] (2) In accordance with the vesting schedule
described in the addendum to this Adoption
Agreement, numbered 5.03(c). [Note: If the
Employer elects this Option (c)(2), the
addendum must designate the applicable vesting
schedule(s) using the same format as used in
Option (b).]
[Note: Under Options (b) and (c)(2), the Employer must
complete a Top Heavy Schedule which satisfies Code 416. The
Employer, at its option, may complete a Non Top Heavy
Schedule. The Non Top Heavy Schedule must satisfy Code
411(a)(2). Also see Section 7.05 of the Plan.]
[X ] (d) The Top Heavy Schedule under Option (b) (and,
if applicable, under Option (c)(2)) applies: (Choose
(1) or (2))
[X ] (1) Only in a Plan Year for which the Plan is top
heavy.
[ ] (2) In the Plan Year for which the Plan
first is top heavy and then in all subsequent
Plan Years. [Note: The Employer may not elect
Option (d) unless it has completed a Non Top
Heavy Schedule.]
Minimum vesting. (Choose (e) or (f))
[X ] (e) The Plan does not apply a minimum vesting rule.
[ ] (f) A Participant's Nonforfeitable Accrued
Benefit will never be less than the lesser of $
or his entire Accrued Benefit,
even if the application of a graduated vesting
schedule under Options (b) or (c) would result in a
smaller Nonforfeitable Accrued Benefit.
N/A Life Insurance Investments. The Participant's Accrued
Benefit attributable to insurance contracts purchased on his
behalf under Article XI is: (Choose (g) or (h))
[ ] (g) Subject to the vesting election under Options
(a), (b) or (c).
[ ] (h) 100% Nonforfeitable at all times, irrespective
of the vesting election under Options (b) or (c)(2).
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED
PARTICIPANTS/ RESTORATION OF FORFEITED ACCRUED BENEFIT. The
deemed cash-out rule described in Section 5.04(C) of the Plan:
(Choose (a) or (b))
[ ] (a) Does not apply.
[X ] (b) Will apply to determine the timing of
forfeitures for 0% vested Participants. A Participant
is not a 0% vested Participant if he has a Deferral
Contributions Account.
5.06 YEAR OF SERVICE - VESTING.
Vesting computation period. The Plan measures a Year of
Service on the basis of the following 12 consecutive month
periods: (Choose (a) or (b))
[X ] (a) Plan Years.
[ ] (b) Employment Years. An Employment Year is the 12
consecutive month period measured from the Employee's
Employment Commencement Date and each successive 12
consecutive month period measured from each
anniversary of that Employment Commencement Date.
Hours of Service. The minimum number of Hours of Service an
Employee must complete during a vesting computation period to
receive credit for a Year of Service is: (Choose (c) or (d))
[X ] (c) 1,000 Hours of Service.
[ ] (d) Hours of Service. [Note: The
Hours of Service requirement may not exceed 1,000.]
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer
specifically excludes the following Years of Service: (Choose
(a) or at least one of (b) through (e))
[ ] (a) None other than as specified in Section 5.08(a)
of the Plan.
[ ] (b) Any Year of Service before the Participant
attained the age of (_____).
[Note: The age selected may not exceed age 18.]
[ ] (c) Any Year of Service during the period the
Employer did not maintain this Plan or a predecessor
plan.
[X ] (d) Any Year of Service before a Break in Service
if the number of consecutive Breaks in Service equals
or exceeds the greater of 5 or the aggregate number of
the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested
in his Accrued Benefit derived from Employer
contributions at the time he has a Break in Service.
Furthermore, the aggregate number of Years of Service
before a Break in Service do not include any Years of
Service not required to be taken into account under
this exception by reason of any prior Break in
Service.
[ ] (e) Any Year of Service earned prior to the
effective date of ERISA if the Plan would have
disregarded that Year of Service on account of an
Employee's Separation from Service under a Plan
provision in effect and adopted before January 1,
1974.
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
Code 411(d)(6) Protected Benefits. The elections under this
Article VI may not eliminate Code 411(d)(6) protected
benefits. To the extent the elections would eliminate a Code
411(d)(6) protected benefit, see Section 13.02 of the Plan.
Furthermore, if the elections liberalize the optional forms of
benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this
Adoption Agreement.
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
Distribution date. A distribution date under the Plan means
as soon as practical after the 90th day following the
participant's termination of employment unless the participant
has reached his Normal Retirement Age or age 55 with 10 years
of service in which case the distribution date shall be as
soon as practical following Separation from Service.
. [Note: The Employer must
specify the appropriate date(s). The specified distribution
dates primarily establish annuity starting dates and the
notice and consent periods prescribed by the Plan. The Plan
allows the Trustee an administratively practicable period of
time to make the actual distribution relating to a particular
distribution date.]
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject
to the limitations of Section 6.01(A)(1), the distribution
date for distribution of a Nonforfeitable Accrued Benefit not
exceeding $3,500 is: (Choose (a), (b), (c), (d) or (e))
[ ] (a)
of the
Plan Year beginning after the Participant's
Separation from Service.
[X ] (b) As soon as practical after the 90th day
following the
Participant's Separation from Service.
[ ] (c)
of the Plan Year after the
Participant incurs Break(s) in
Service (as defined in Article V).
[ ] (d)
following the
Participant's attainment of Normal Retirement Age, but
not earlier than
days following his
Separation from Service.
[X ] (e) (Specify) If the participant has reached Normal
Retirement Age, or has reached age 55 with 10 years of
service, his distribution date shall be as soon as
practical after Separation from Service.
Nonforfeitable Accrued Benefit Exceeds $3,500. See the
elections under Section 6.03.
Disability. The distribution date, subject to Section
6.01(A)(3), is: (Choose (f), (g) or (h))
[X ] (f) As soon as practical
after the Participant
terminates employment because of disability.
[ ] (g) The same as if the Participant had terminated
employment without disability.
[ ] (h) (Specify)
.
Hardship. (Choose (i) or (j))
[X ] (i) The Plan does not permit a hardship
distribution to a Participant who has separated from
Service.
[ ] (j) The Plan permits a hardship distribution to a
Participant who has separated from Service in
accordance with the hardship distribution policy
stated in: (Choose (1), (2) or (3))
[ ] (1) Section 6.01(A)(4) of the Plan.
[ ] (2) Section 14.11 of the Plan.
[ ] (3) The addendum to this Adoption Agreement,
numbered Section 6.01.
N/A Default on a Loan. If a Participant or Beneficiary
defaults on a loan made pursuant to a loan policy adopted by
the Advisory Committee pursuant to Section 9.04, the Plan:
(Choose (k), (l) or (m))
[ ] (k) Treats the default as a distributable event.
The Trustee, at the time of the default, will reduce
the Participant's Nonforfeitable Accrued Benefit by
the lesser of the amount in default (plus accrued
interest) or the Plan's security interest in that
Nonforfeitable Accrued Benefit. To the extent the loan
is attributable to the Participant's Deferral
Contributions Account, Qualified Matching
Contributions Account or Qualified Nonelective
Contributions Account, the Trustee will not reduce the
Participant's Nonforfeitable Accrued Benefit unless
the Participant has separated from Service or unless
the Participant has attained age 59 1/2.
[ ] (l) Does not treat the default as a distributable
event. When an otherwise distributable event first
occurs pursuant to Section 6.01 or Section 6.03 of the
Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the
amount in default (plus accrued interest) or the
Plan's security interest in that Nonforfeitable
Accrued Benefit.
[ ] (m) (Specify)
.
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Advisory
Committee will apply Section 6.02 of the Plan with the
following modifications: (Choose (a) or at least one of (b),
(c), (d) and (e))
[X ] (a) No modifications.
[ ] (b) Except as required under Section 6.01 of the
Plan, a lump sum distribution is not available:
.
[X ] (c) An installment distribution: (Choose (1) or at
least one of (2) or (3))
[X ] (1) Is not available under the Plan.
[ ] (2) May not exceed the lesser of
years or the maximum
period permitted under Section 6.02.
[ ] (3) (Specify)
.
[X ] (d) The Plan permits the following annuity options:
none
.
Any Participant who elects a life annuity option is
subject to the requirements of Sections 6.04(A), (B),
(C) and (D) of the Plan. See Section 6.04(E). [Note:
The Employer may specify additional annuity options in
an addendum to this Adoption Agreement, numbered
6.02(d).]
[ ] (e) If the Plan invests in qualifying Employer
securities, as described in Section 10.03(F), a
Participant eligible to elect distribution under
Section 6.03 may elect to receive that distribution in
Employer securities only in accordance with the
provisions of the addendum to this Adoption Agreement,
numbered 6.02(e).
6.03 BENEFIT PAYMENT ELECTIONS.
Participant Elections After Separation from Service. A
Participant who is eligible to make distribution elections
under Section 6.03 of the Plan may elect to commence
distribution of his Nonforfeitable Accrued Benefit: (Choose at
least one of (a) through (c))
[ ] (a) As of any distribution date, but not earlier
than
of the
Plan
Year beginning after the Participant's Separation from
Service.
[X ] (b) As of the following date(s): (Choose at least
one of Options (1) through (6))
[ ] (1) Any distribution date after the close of
the Plan Year in which the Participant attains
Normal Retirement Age.
[X ] (2) Any distribution date following his
Separation from Service with the Employer.
[ ] (3) Any distribution date in the
Plan
Year(s) beginning after his Separation from
Service.
[ ] (4) Any distribution date in the Plan
Year after the Participant incurs
____________________ Break(s) in Service (as
defined in Article V).
[ ] (5) Any distribution date following
attainment of age and completion
of at least Years
of Service (as defined in Article V).
[ ] (6) (Specify)
.
[ ] (c) (Specify)
.
The distribution events described in the election(s) made
under Options (a), (b) or (c) apply equally to all Accounts
maintained for the Participant unless otherwise specified in
Option (c).
Participant Elections Prior to Separation from Service -
Regular Matching Contributions Account and Employer
Contributions Account. Subject to the restrictions of Article
VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and
Employer Contributions Account prior to his Separation from
Service: (Choose (d) or at least one of (e) through (h))
[X ] (d) No distribution options prior to Separation
from Service.
[ ] (e) Attainment of Specified Age. Until he retires,
the Participant has a continuing election to receive
all or any portion of his Nonforfeitable interest in
these Accounts after he attains: (Choose (1) or (2))
[ ] (1) Normal Retirement Age.
[ ] (2)
years of age and is at least __________% vested
in these Accounts. [Note: If the percentage is
less than 100%, see the special vesting formula
in Section 5.03.]
[ ] (f) After a Participant has participated in the
Plan for a period of not less than ______ years and he
is 100% vested in these Accounts, until he retires,
the Participant has a continuing election to receive
all or any portion of the Accounts. [Note: The number
in the blank space may not be less than 5.]
[ ] (g) Hardship. A Participant may elect a hardship
distribution prior to his Separation from Service in
accordance with the hardship distribution policy:
(Choose (1), (2) or (3); (4) is available only as an
additional option)
[ ] (1) Under Section 6.01(A)(4) of the Plan.
[ ] (2) Under Section 14.11 of the Plan.
[ ] (3) Provided in the addendum to this
Adoption Agreement, numbered Section 6.03.
[ ] (4) In no event may a Participant receive a
hardship distribution before he is at least
_________% vested in these Accounts. [Note: If
the percentage in the blank is less than 100%,
see the special vesting formula in Section
5.03.]
[ ] (h) (Specify)
.
[Note: The Employer may use an addendum, numbered 6.03, to
provide additional language authorized by Options (b)(6), (c),
(g)(3) or (h) of this Adoption Agreement Section 6.03.]
Participant Elections Prior to Separation from Service -
Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions
Account. Subject to the restrictions of Article VI, the
following distribution options apply to a Participant's
Deferral Contributions Account, Qualified Matching
Contributions Account and Qualified Nonelective Contributions
Account prior to his Separation from Service: (Choose (i) or
at least one of (j) through (l))
[ ] (i) No distribution options prior to Separation
from Service.
[ ] (j) Until he retires, the Participant has a
continuing election to receive all or any portion of
these Accounts after he attains: (Choose (1) or (2))
[ ] (1) The later of Normal Retirement Age or
age 59 1/2.
[ ] (2) Age (at
least 59 1/2).
[X ] (k) Hardship. A Participant, prior to this
Separation from Service, may elect a hardship
distribution from his Deferral Contributions Account
in accordance with the hardship distribution policy
under Section 14.11 of the Plan.
[ ] (l) (Specify)
. [Note: Option (l) may not permit in
service distributions prior to age 59 1/2 (other than
hardship) and may not modify the hardship policy
described in Section 14.11.]
Sale of trade or business/subsidiary. If the Employer sells
substantially all of the assets (within the meaning of Code
409(d)(2)) used in a trade or business or sells a subsidiary
(within the meaning of Code 409(d)(3)), a Participant who
continues employment with the acquiring corporation is
eligible for distribution from his Deferral Contributions
Account, Qualified Matching Contributions Account and
Qualified Nonelective Contributions Account: (Choose (m) or
(n))
[X ] (m) Only as described in this Adoption Agreement
Section 6.03 for distributions prior to Separation
from Service.
[ ] (n) As if he has a Separation from Service. After
March 31, 1988, a distribution authorized solely by
reason of this Option (n) must constitute a lump sum
distribution, determined in a manner consistent with
Code 401(k)(10) and the applicable Treasury
regulations.
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING
SPOUSES. The annuity distribution requirements of
Section 6.04: (Choose (a) or (b))
[X ] (a) Apply only to a Participant described in
Section 6.04(E) of the Plan (relating to the profit
sharing exception to the joint and survivor
requirements).
[ ] (b) Apply to all Participants.
ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS'
ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a
distribution (other than a distribution from a segregated
Account and other than a corrective distribution described in
Sections 14.07, 14.08, 14.09 or 14.10 of the Plan) occurs more
than 90 days after the most recent valuation date, the
distribution will include interest at: (Choose (a), (b) or
(c))
[X ] (a) 0 % per annum. [Note: The percentage may
equal 0%.]
[ ] (b) The 90 day Treasury bill rate in effect at the
beginning of the current valuation period.
[ ] (c) (Specify)
.
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR
LOSS. Pursuant to Section 14.12, to determine the allocation
of net income, gain or loss: (Complete only those items, if
any, which are applicable to the Employer's Plan)
[X ] (a) For salary reduction contributions, the
Advisory Committee will: (Choose (1), (2), (3), (4) or
(5))
[X ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach
described in Section 14.12.
[ ] (3) Use the weighted average method
described in Section 14.12, based on a
weighting
period.
[ ] (4) Treat as part of the relevant Account at
the beginning of the valuation period
__________% of the salary reduction
contributions: (Choose (i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified
time:
.
[ ] (5) Apply the allocation method described in
the addendum to this Adoption Agreement
numbered 9.11(a).
[X ] (b) For matching contributions, the Advisory
Committee will: (Choose (1), (2), (3) or (4))
[X ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the weighted average method
described in Section 14.12, based on a
weighting
period.
[ ] (3) Treat as part of the relevant Account at
the beginning of the valuation period
__________% of the matching contributions
allocated during the valuation period.
[ ] (4) Apply the allocation method described in
the addendum to this Adoption Agreement
numbered 9.11(b).
N/A [ ] (c) For Participant nondeductible
contributions, the Advisory Committee will:
(Choose (1), (2), (3), (4) or (5))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach
described in Section 14.12.
[ ] (3) Use the weighted average method
described in Section 14.12, based on a
weighting
period.
[ ] (4) Treat as part of the relevant Account at
the beginning of the valuation period
__________% of the Participant nondeductible
contributions: (Choose (i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified
time:
.
[ ] (5) Apply the allocation method described in
the addendum to this Adoption Agreement
numbered 9.11(c).
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of
the Plan, the aggregate investments in qualifying Employer
securities and in qualifying Employer real property: (Choose
(a) or (b))
[X ] (a) May not exceed 10% of Plan assets.
[ ] (b) May not exceed _______% of Plan assets. [Note:
The percentage may not exceed 100%.]
10.14 VALUATION OF TRUST. In addition to each
Accounting Date, the Trustee must value the Trust Fund on the
following valuation date(s): (Choose (a) or (b))
[X ] (a) No other mandatory valuation dates.
[ ] (b) (Specify)
.
EFFECTIVE DATE ADDENDUM
(Restated Plans Only)
The Employer must complete this addendum only if the
restated Effective Date specified in Adoption Agreement
Section 1.18 is different than the restated effective date for
at least one of the provisions listed in this addendum. In
lieu of the restated Effective Date in Adoption Agreement
Section 1.18, the following special effective dates apply:
(Choose whichever elections apply)
[ ] (a) Compensation definition. The Compensation
definition of Section 1.12 (other than the $200,000
limitation) is effective for Plan Years beginning
after . [Note: May not be
effective later than the first day of the first Plan
Year beginning after the Employer executes this
Adoption Agreement to restate the Plan for the Tax
Reform Act of 1986, if applicable.]
[ ] (b) Eligibility conditions. The eligibility
conditions specified in Adoption Agreement Section
2.01 are effective for Plan Years beginning after
.
[ ] (c) Suspension of Years of Service. The suspension
of Years of Service rule elected under Adoption
Agreement Section 2.03 is effective for Plan Years
beginning after
.
[ ] (d) Contribution/allocation formula. The
contribution formula elected under Adoption Agreement
Section 3.01 and the method of allocation elected
under Adoption Agreement Section 3.04 is effective for
Plan Years beginning after
.
[ ] (e) Accrual requirements. The accrual requirements
of Section 3.06 are effective for Plan Years beginning
after
.
[ ] (f) Employment condition. The employment condition
of Section 3.06 is effective for Plan Years beginning
after
.
[ ] (g) Elimination of Net Profits. The requirement for
the Employer not to have net profits to contribute to
this Plan is effective for Plan Years beginning after
. [Note: The date
specified may not be earlier than December 31, 1985.]
[ ] (h) Vesting Schedule. The vesting schedule elected
under Adoption Agreement Section 5.03 is effective for
Plan Years beginning after
.
[ ] (i) Allocation of Earnings. The special allocation
provisions elected under Adoption Agreement Section
9.11 are effective for Plan Years beginning after
.
[ ] (j) (Specify)
.
For Plan Years prior to the special Effective Date, the
terms of the Plan prior to its restatement under this Adoption
Agreement will control for purposes of the designated
provisions. A special Effective Date may not result in the
delay of a Plan provision beyond the permissible Effective
Date under any applicable law requirements. Execution Page
The Trustee (and Custodian, if applicable), by executing
this Adoption Agreement, accepts its position and agrees to
all of the obligations, responsibilities and duties imposed
upon the Trustee (or Custodian) under the Prototype Plan and
Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer
by its duly authorized officers, has executed this Adoption
Agreement, and the Trustee (and Custodian, if applicable)
signified its acceptance, on this day of
September ,
19 95 .
Name and EIN of Employer: Steel Technologies Inc.
EIN: 00-0000000
Signed:
Name(s) of Trustee: The Xxxxxxx Xxxxxx Trust Company
Signed:
Name of Custodian:
Signed:
[Note: A Trustee is mandatory, but a Custodian is optional.
See Section 10.03 of the Plan.]
Plan Number. The 3-digit plan number the Employer assigns to
this Plan for ERISA reporting purposes (Form 5500 Series) is:
002 .
Use of Adoption Agreement. Failure to complete properly the
elections in this Adoption Agreement may result in
disqualification of the Employer's Plan. The 3-digit number
assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes
and does not necessarily correspond to the plan number the
Employer designated in the prior paragraph.
Reliance on Notification Letter. The Employer may not rely on
the Regional Prototype Plan Sponsor's notification letter
covering this Adoption Agreement. For reliance on the Plan's
qualification, the Employer must obtain a determination letter
from the applicable IRS Key District office.
PARTICIPATION AGREEMENT
For Participation by Related Group Members (Plan Section
1.30)
The undersigned Employer, by executing this Participation
Agreement, elects to become a Participating Employer in the
Plan identified in Section 1.03 of the accompanying Adoption
Agreement, as if the Participating Employer were a signatory
to that Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the
provisions of the Prototype Plan as made by
, the Signatory Employer to the Execution
Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's
participation in the designated Plan is:
.
2. The undersigned Employer's adoption of this Plan
constitutes:
[ ] (a) The adoption of a new plan by the Participating
Employer.
[ ] (b) The adoption of an amendment and restatement of
a plan currently maintained by the Employer,
identified as
, and having an original effective date of
.
Dated this _____ day of ______________________ ,
19___.
Name of Participating Employer:
Signed:
Participating Employer's EIN:
Acceptance by the Signatory Employer to the Execution Page of
the Adoption Agreement and by the Trustee.
Name of Signatory Employer:
Accepted:__________________
[Date] Signed:
Name(s) of Trustee:
Accepted:___________________
[Date]
Signed:
[Note: Each Participating Employer must execute a separate
Participation Agreement. See the Execution Page of the
Adoption Agreement for important Prototype Plan information.]
AGREE/stetd
