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EXHIBIT 4.3(a)
ADOPTION AGREEMENT
for the
APPALACHIAN BANCSHARES, INC.
SECTION 401(K) PROFIT SHARING PLAN
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ADOPTION AGREEMENT
CONTENTS
Page
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ARTICLE 1 - ADOPTION...................................................................... 1
1.1 Company....................................................................... 1
1.2 Name and Effective Date....................................................... 1
1.3 Company Address and Telephone Number.......................................... 1
1.4 Employer Identification Number................................................ 1
1.5 Plan Number................................................................... 1
1.6 Company Tax Year.............................................................. 1
1.7 Controlled Group Information.................................................. 2
1.8 Participating Companies....................................................... 2
1.9 Administrative Committee...................................................... 2
1.10 Name and Address of Master Plan Sponsor ...................................... 2
ARTICLE 2 - DEFINITIONS................................................................... 3
2.1 Valuation Date................................................................ 3
2.2 Years of Vesting Service...................................................... 3
ARTICLE 3 - ELIGIBILITY .................................................................. 4
3.1 Eligibility Conditions ....................................................... 4
(a) Minimum Age and/or Service................................................ 4
(b) Employment Date........................................................... 4
ARTICLE 4 - CONTRIBUTIONS................................................................. 4
4.1 Section 401(k) Profit Sharing Plan............................................ 4
4.2 Before Tax Contributions...................................................... 5
4.3 After Tax Contributions....................................................... 5
4.4 Special Bonus Election........................................................ 5
4.5 Matching Contributions........................................................ 5
4.6 Annualization of Matching Contributions....................................... 6
4.7 Profit Sharing Contributions.................................................. 6
4.8 Application of Forfeitures.................................................... 7
ARTICLE 5 - ROLLOVERS AND TRANSFERS; VOLUNTARY ACCOUNTS................................... 7
ARTICLE 6 - PARTICIPANTS' ACCOUNTS, CREDITING AND ALLOCATIONS............................. 8
6.1 Active Participants........................................................... 8
6.2 Allocation Formula for Profit Sharing Contributions and Excess Forfeitures.... 8
(a) Non-Integrated............................................................ 8
(b) Integrated................................................................ 8
ARTICLE 7 - CONTRIBUTION AND SECTION 415 LIMITATIONS...................................... 9
7.1 Net Profits................................................................... 9
7.2 Limitations on Allocations.................................................... 9
(a) Participation in Defined Contribution Plan................................ 9
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(b) Participation in Defined Benefit Plan..................................... 9
(c) Failsafe Reduction........................................................ 10
ARTICLE 8 - INVESTMENT OF ACCOUNTS........................................................ 10
8.1 Direction of Investments...................................................... 10
8.2 Investment in Company Stock................................................... 10
(a) Adopting Company Election................................................. 10
(b) Participant Election...................................................... 11
ARTICLE 9 - VESTING....................................................................... 11
9.1 Vesting Schedule.............................................................. 11
(a) Cliff Vesting............................................................. 11
(b) Graded Vesting............................................................ 11
(c) Immediate Vesting......................................................... 11
(d) Not Applicable............................................................ 11
ARTICLE 10 - PAYMENT OF BENEFITS WITHOUT LIFE ANNUITY PROVISIONS.......................... 12
10.1 Election of No Life Annuity Provisions....................................... 12
10.2 Optional Form of Benefit..................................................... 12
10.3 Hardship Withdrawals......................................................... 12
10.4 After Tax and Voluntary Account Withdrawals.................................. 12
10.5 Loans........................................................................ 12
ARTICLE 11 - PAYMENT OF BENEFITS WITH LIFE ANNUITY PROVISIONS............................. 13
11.1 Normal Form with Life Annuity Provisions..................................... 13
11.2 Hardship Withdrawals......................................................... 13
11.3 After Tax and Voluntary Account Withdrawals.................................. 13
11.4 Loans........................................................................ 13
ARTICLE 12 - ADMINISTRATION............................................................... 14
ARTICLE 13 - ALLOCATION OF AUTHORITY AND RESPONSIBILITIES................................. 14
ARTICLE 14 - AMENDMENT, TERMINATION AND ADOPTION.......................................... 14
14.1 Amendments................................................................... 14
ARTICLE 15 - TOP-HEAVY PROVISIONS......................................................... 15
15.1 Top-Heavy Vesting............................................................ 15
(a) Cliff Vesting............................................................ 15
(b) Graded Vesting........................................................... 15
15.2 Continuation of Top-Heavy Vesting............................................ 15
15.3 Minimum Contributions........................................................ 15
15.4 Present Value................................................................ 15
ARTICLE 16 - MISCELLANEOUS................................................................ 16
16.1 Advice of Counsel............................................................ 16
16.2 Prior Adoption Agreements.................................................... 16
16.3 Notice From Sponsor.......................................................... 16
16.4 Qualification of Plan........................................................ 16
SIGNATURES................................................................................ 16
ADDENDUM 1
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ADOPTION AGREEMENT
APPALACHIAN BANCSHARES, INC.
SECTION 401(K) PROFIT SHARING PLAN
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The undersigned organization hereby adopts a Section 401(k) Profit Sharing
Plan pursuant to the Georgia Bankers Association Master Section 401(k) Profit
Sharing Plan (the "Master Plan"), upon the terms and conditions set forth in
this Adoption Agreement and the terms and conditions of the Master Plan and the
Master Trust Agreement. Words and phrases used in this Adoption Agreement
shall have the same meanings provided in Article II of the Master Plan.
This Adoption Agreement may be used only in conjunction with the Master
Plan (BPD 01). Failure to properly complete the Adoption Agreement may result
in disqualification of the Plan.
In accordance with the provisions of the Master Plan, the Company
furnishes to the Master Plan Sponsor the following information and elections
concerning its Plan:
ARTICLE 1 - ADOPTION
1.1 Company. Company shall mean Appalachian Bancshares, Inc., which shall
be the Adopting Company and sponsor of the Plan. The Company's principal trade
or business is bank holding company.
1.2 Name and Effective Date. The Company hereby adopts the Appalachian
Bancshares, Inc. Section 401(k) Profit Sharing Plan, which shall be effective
as of April 22, 1997. The Plan is [ELECT ONE]:
( ) A new Plan.
( X ) An amendment and restatement of the Prior Plan, the Xxxxxx County
Bank Section 401(k) Profit Sharing Plan, which was originally
adopted effective as of January 1, 1995.
1.3 Company Address and Telephone Number.
Appalachian Bancshares, Inc.
000 Xxxxxxxxxx Xxxx., X.X. Xxx X
Xxxxxxx, XX 00000
(000) 000-0000
1.4 Employer Identification Number. The Company's employer identification
number is 00-0000000.
1.5 Plan Number. The Plan Number assigned to the Plan is 001 [INSERT
3-DIGIT NUMBER].
1.6 Company Tax Year. The Company's fiscal tax year ends 12/31.
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1.7 Controlled Group Information. Is the Company a member of a controlled
group or affiliated group of corporations?
(X) Yes ( ) No
[IF THE COMPANY IS A MEMBER OF A CONTROLLED OR AFFILIATED GROUP, LIST BELOW ALL
THE MEMBERS OF THE CONTROLLED OR AFFILIATED GROUP AND THEIR RELATIONSHIP.]
Appalachian Bancshares, Inc. owns 100% of Xxxxxx County Bank, the sole
member of the controlled group.
1.8 Participating Companies. List below the controlled and/or affiliated
group members, if any, participating in the Plan. Enter "Not Applicable" if no
other companies participate.
Xxxxxx County Bank
1.9 Administrative Committee. List below the members of the
Administrative Committee by name or title.
Xxxxx Xxxxxx President/CEO
Xxxx Xxxxxxx Executive Vice President/CFO
Xxx Xxxxxxx Director
1.10 Name and Address of Master Plan Sponsor.
Georgia Bankers Association
00 Xxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
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ARTICLE 2 - DEFINITIONS
2.1 Valuation Date. Valuation Date shall mean [ELECT ONE]:
( ) (a) the last day of each Plan Year.
( X ) (b) the last day of the sixth calendar month and the last day of
the twelfth calendar month of each Plan Year, said dates
being 6/30 and 12/31.
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( ) (c) the last day of every third calendar month during the Plan
Year, said dates being ________________, _________________,
_________________ and ________________.
( ) (d) every day on which the Trustee operates, and is open to the
public for, its business.
2.2 Years of Vesting Service.
Shall Years of Vesting Service as defined in Section 2.112 of the
Master Plan include periods during which the Company did not maintain the Plan,
a predecessor plan or a plan of a predecessor employer?
( X ) Yes ( ) No
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ARTICLE 3 - ELIGIBILITY
3.1 Eligibility Conditions. Each Covered Employee shall become eligible
to participate in the Plan upon the later of the Effective Date or satisfaction
of the condition(s) elected below [ELECT (a) OR (b) BELOW]:
( ) (a) Minimum Age and/or Service [ELECT ONE OR BOTH]:
( X )(1) Attainment of age 21 (not more than 21).
( X )(2) Completion of [ELECT ONE]:
( X ) (A) one Year of Service.
( ) (B) two Years of Service. [YOU MUST ELECT
Section 9.1(a)(3) IF YOU ELECT THIS OPTION, AND
YOU CANNOT ELECT THIS OPTION IF YOU WISH TO
ELECT Section 4.1(b).]
( ) (C) ____ Hours of Service (NOT MORE THAN
1,000). [THIS ELECTION SHALL NOT BE CONSTRUED
TO MEAN MORE THAN 1 YEAR OF ELIGIBILITY
SERVICE.]
( ) (D) ____ months of Continuous Service from the
date the Employee first performs an Hour of
Service (NOT MORE THAN 12) or if earlier,
1,000 Hours of Service. [THIS ELECTION SHALL
NOT BE CONSTRUED TO MEAN MORE THAN 1 YEAR OF
ELIGIBILITY SERVICE.]
( ) (b) Employment Date: The day the Employee first performs an
Hour of Service for the Company.
ARTICLE 4 - CONTRIBUTIONS
4.1 Section 401(k) Profit Sharing Plan [ELECT (a) OR (b)]:
( ) (a) The Company hereby elects to adopt a profit sharing plan
which does not have a Section 401(k), cash-or-deferred
feature and does not allow After Tax Contributions but
which does permit Profit Sharing Contributions to the Plan
pursuant to the Master Plan and Section 4.7.
[IF (a) IS ELECTED, Section Section 4.2 - 4.6 WILL NOT APPLY; GO
DIRECTLY TO Section 4.7(b)]
( X ) (b) The Company hereby elects to adopt a profit sharing plan
that does include a Section 401(k), cash-or-deferred
feature and may, but is not required to, elect to permit
After Tax Contributions pursuant to Section 4.3 and/or
Profit Sharing Contributions pursuant to Section 4.7.
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4.2 Before Tax Contributions. A Participant may elect to reduce his
Compensation for any period by a minimum of 1 percent and a maximum of [ELECT
(a) OR (b)]:
( X ) (a) 16 percent (NOT TO EXCEED 16).
( ) (b) A percentage (NOT TO EXCEED 16) selected by the
Administrative Committee of the Adopting Company each Plan
Year.
4.3 After Tax Contributions [If (a) IS "YES", ALSO COMPLETE (b).
(a) Shall Participants be permitted to make After Tax Contributions
to the Plan pursuant to Section 4.2(b) of the Master Plan?
( ) Yes ( X ) No
(b) A Participant may elect to reduce his Compensation for any
period by a minimum of 1 percent and a maximum of [ELECT (1)
or (2). The total maximum percentages of before tax and after
tax contributions shall not exceed 16 percent.]:
( ) (1) ___ percent [NOT TO EXCEED 10].
( ) (2) A percentage [NOT TO EXCEED 10] selected by the
Administrative Committee of the Adopting Committee each Plan
Year.
4.4 Special Bonus Election. Shall Participants be permitted to reduce
part or all of any Special Bonuses, as designated by the Company, and have the
reduced amounts constitute Before Tax Contributions pursuant to Section
4.2(d)(6) of the Master Plan?
( X ) Yes ( ) No
4.5 Matching Contributions [ELECT (a) OR (b)]:
( ) (a) The Company shall not make Matching Contributions under the
Plan.
( X ) (b) The Company shall make Matching Contributions each Plan
Year. The amount of such Matching Contributions shall
be determined as follows [SELECT ONE OPTION IN (1), (2) AND
(3) BELOW]:
(1) The Company's Matching Contributions for each Plan
Year will not apply to an amount that exceeds the
following percentage of the Compensation of each
Participant who makes Before Tax Contributions (ELECT
ONE):
( ) (A) 1%
( ) (B) 2%
( ) (C) 3%
( ) (D) 4%
( ) (E) 5%
(X) (F) 6%
( ) (G) A percentage or percentages
selected by the Board of Directors
for each Plan Year.
[IF YOU ELECT (G), YOU MAY NOT ELECT (F) IN
Section 4.5(b)(2).]
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(2) The Company shall contribute for each Plan Year the
following amount for each dollar of a Participant's
Before Tax Contributions that do not exceed the
percentage of such Participant's Compensation elected
in section (1) above (ELECT ONE):
( ) (A) $ .10
( ) (B) $ .25
( ) (C) $ .50
( ) (D) $ .75
( ) (E) $1.00
(X) (F) An amount or amounts (if any)
selected by the Board of Directors
for each Plan Year.
[IF YOU ELECT (F), YOU MAY NOT ELECT (G) IN
Section 4.5(b)(1).]
(3) Matching Contributions shall be made [ELECT (A) OR
(B)]:
( ) (A) On a payroll-by-payroll basis with respect to
Before Tax Contributions made for each
payroll period; or
(X) (B) On a Plan Year basis with respect to Before
Tax Contributions made for the Plan Year.
4.6 Annualization of Matching Contributions. Shall the terms of Section
4.3(b) of the Master Plan which provide that Matching Contributions be
annualized at the end of each Plan Year so that Participants receive a Matching
Contribution based on the total amount of their Before Tax Contributions during
the Plan Year apply to the Plan? [ELECT (a) OR (b)]:
(X) (a) Yes, Matching Contributions under the Plan shall be
annualized pursuant to Section 4.3(b) of the Master
Plan.
( ) (b) No, Matching Contributions under the Plan shall not be
annualized. Section 4.3(b) of the Master Plan shall
not apply to the Plan.
4.7 Profit Sharing Contributions. The amount of such Profit Sharing
Contribution for each Plan Year shall be determined as follows [ELECT ONE
OPTION BELOW]:
(X) (a) An amount selected by the Board for each Plan Year.
( ) (b) ____% of Net Profits, or such greater amount of Profit
Sharing Contributions as may be approved by the Board.
( ) (c) ____% of the first $_______ of Net Profits, ____% of
the next $______ of Net Profits, and ____% of
remaining Net Profits, or such greater amount of Profit
Sharing Contributions as may be approved by the Board
[COMPLETE DESIRED ITEMS].
( ) (d) ____% of aggregate Compensation of Participants
eligible to receive an allocation of Profit Sharing
Contributions, or such greater amount of Profit
Sharing Contributions as may be approved by the Board.
(If Section 7.1 is elected, such smaller percentage as
Net Profits allow.)
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4.8 Application of Forfeitures. After Forfeitures have been used as
Supplemental Contributions, Restorative Contributions, or both, as applicable,
Forfeitures shall be allocated as follows [ELECT ONE]:
(X) (a) Forfeitures shall be allocated to eligible
Participants' accounts pursuant to Section 4.10 of
the Master Plan.
( ) (b) Forfeitures shall be used to reduce the Matching
Contributions required by the Participating Companies
for the Plan Year, pursuant to Section 4.3(c) of the
Plan.
( ) (c) Forfeitures shall be used to reduce the Profit
Sharing Contribution required by the Participating
Companies for the Plan Year, pursuant to Section 4.5
(b) of the Plan.
( ) (d) Forfeitures shall be allocated at the discretion of
the Board, as determined each Plan Year and in
accordance with the terms of the Plan.
ARTICLE 5 - ROLLOVERS AND TRANSFERS; VOLUNTARY ACCOUNTS
[RESERVED]
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ARTICLE 6 - PARTICIPANTS' ACCOUNTS, CREDITING
AND ALLOCATIONS
6.1 Active Participants: The Company's Matching Contributions which are
made on a Plan Year basis as provided in Section 4.3(a) of the Master Plan and
Section 4.5(b)(3) (but not those made on a payroll-by-payroll basis), Profit
Sharing Contributions and any excess Forfeitures shall be allocated among, and
the non-Highly Compensated Employees eligible for Supplemental Contributions
shall be selected from [ELECT ONE]:
( ) (a) All Employees who were Participants during the Plan Year.
( ) (b) Participants who were employed on the last day of the Plan
Year.
( ) (c) Participants who completed ________ Hours of Service (NOT
MORE THAN 1,000) during the Plan Year.
(X) (d) Participants who were employed on the last day of the Plan
Year and who completed 1,000 Hours of Service (NOT MORE
THAN 1,000) during the Plan Year.
6.2 Allocation Formula for Profit Sharing Contributions and Excess
Forfeitures: Each eligible Participant shall have allocated to his Profit
Sharing Account the portion of the Company's Profit Sharing Contributions and
excess Forfeitures as is determined according to the formula below [ELECT (a)
OR (b)]:.
(X) (a) Non-Integrated. In the same proportion that each such
Participant's Compensation for the Plan Year bears to the
total Compensation of all such Participants for such Plan
Year.
( ) (b) Integrated. In such proportion as is determined pursuant
to the formula set forth in Section 6.4(b)(ii) of the
Master Plan (which formula integrates allocations with
Social Security).
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ARTICLE 7 - CONTRIBUTION AND SECTION 415 LIMITATIONS
7.1 Net Profits [ELECT (a) OR (b)]:
(X) (a) The Company shall not require Net Profits to make Company
Contributions to the Plan.
( ) (b) The Company shall require Net Profits to make Company
Contributions to the Plan.
7.2 Limitations on Allocations. If the Company or any of its Affiliates
maintains or ever maintained another qualified plan (other than a Prior Plan)
in which any Participant in the Plan is (or was) a participant or could
possibly become a participant, this Section must be completed. NOT APPLICABLE
(a) Participation in Defined Contribution Plan. If the Participant
is covered by another qualified Defined Contribution Plan maintained
by the Company or any of its Affiliates other than a master or
prototype plan [ELECT ONE]:
( ) (1) The provisions of Section 7.7 of the Master Plan shall
apply as if the other plan were a master or prototype plan.
( ) (2) The Annual Additions accrued by the Participant under the
Plan for any Limitation Year shall be reduced so that
the maximum permissible amount shall not be exceeded for
such Limitation Year. After Tax Contributions, then Before
Tax Contributions, and then other Company Contributions to
the extent necessary, shall be reduced. In the event
reduction of the accrual of the Participant's Annual
Additions under the Plan is not sufficient to reduce the
aggregate Annual Additions for such Limitation Year to the
maximum permissible amount, the Annual Additions under such
other plan(s) sponsored by the Company or any of its
Affiliates shall be reduced for the Limitation Year
according to the terms of such plan(s) so that the maximum
permissible amount is not exceeded.
( ) (3) The Annual Additions accrued by the Participant under such
other Defined Contribution Plan(s) sponsored by the Company
or any of its Affiliates for a Limitation Year shall be
reduced so that the maximum permissible amount shall not
be exceeded for the Limitation Year. If further reduction
is necessary, the Annual Additions of the Participant under
the Plan shall be reduced to the extent required in order
that the sum of the Annual Additions under such plan(s) (as
adjusted in the preceding sentence) and the Plan shall not
exceed the maximum permissible amount. After Tax
Contributions, then Before Tax Contributions, and then other
Company Contributions to the extent necessary, shall be
reduced.
(b) Participation in Defined Benefit Plan. If the Participant is or
has ever been a participant in a Defined Benefit Plan(s) maintained by
the Company or any of its Affiliates, or an individual medical account
(as defined in Code Section 415(1)(2)), and the sum of the Defined
Benefit Fraction and the Defined Contribution Fraction (as defined in
Section 7.7(e) of the Master Plan) exceeds 1.0, the annual benefit
accrued and/or Annual Additions made on the Participant's behalf for
such Limitation Year shall be reduced as follows [ELECT ONE]:
( ) The projected annual benefit which is credited to the
Participant for the Limitation Year in which the sum of the
Defined Benefit Plan Fraction and the Defined Contribution
Plan Fraction exceeds 1.0 shall be reduced according to the
terms of such plan(s) to the extent necessary to
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reduce the sum of the fractions for the Limitation Year
to 1.0. In the event reductions in the accrued benefit under
such Defined Benefit Plan(s) are insufficient to reduce the sum
of the Defined Benefit Plan Fraction (as adjusted in the
preceding sentence) and the Defined Contribution Plan Fraction
to 1.0, the Annual Additions for the Participant for the
Limitation Year under any other Defined Contribution Plan(s)
sponsored by the Company or any of its Affiliates shall be
reduced according to the terms of such plan, and then, if
necessary, the Annual Addition for the Participant under the
Plan shall be reduced, such that the sum of both fractions as
adjusted does not exceed 1.0. After Tax Contributions, then
Before Tax Contributions, and then other Company Contributions
to the extent necessary, shall be reduced.
( ) The Annual Additions under the Plan, which for the Participant
during any Limitation Year in which the sum of the Defined
Contribution Plan Fraction and the Defined Benefit Plan
Fraction exceeds 1.0, shall be reduced to the extent necessary
so that the sum of such fractions will not exceed 1.0. After
Tax Contributions, then Before Tax Contributions, and then other
Company Contributions to the extent necessary, shall be reduced.
In the event that reduction of the Annual Additions accrued by
the Participant under this Plan for the Limitation Year is
insufficient to reduce the sum of the fractions to 1.0, the
accrued benefits on behalf of the Participant for the limitation
year under the Defined Benefit Plan(s) sponsored by the Company
or any of its Affiliates shall be reduced in an amount
sufficient to reduce the Defined Benefit Plan Fraction such that
the sum of the fractions as adjusted does not exceed 1.0. The
reduction of accrued benefits shall take place according to the
terms of such Defined Benefit Plan(s) maintained by the Company.
(c) Failsafe Reduction: In the event that the option elected under
(a) or (b) calls for a reduction in the Annual Additions made or
annual benefits accrued on a Participant's behalf under the other
plan(s) maintained by the Company or any of its Affiliates, and such
plan(s) call for the reduction of Annual Additions under this Plan in
the event that the maximum permissible amount or the 1.0 fraction is
exceeded, the Annual Addition accrued under this Plan on behalf of the
Participant for the limitation year shall be reduced so that the
maximum permissible amount or the 1.0 fraction, whichever is
applicable, does not exceed 1.0. After Tax Contributions, then Before
Tax Contributions, and then other Company Contributions to the extent
necessary, shall be reduced.
ARTICLE 8 - INVESTMENT OF ACCOUNTS
8.1 Direction of Investments. Shall Participants be permitted to direct
the investment of each of their Accounts pursuant to Section 8.3 of the Master
Plan?
(X) Yes ( ) No
8.2 Investment in Company Stock
(a) Adopting Company Election. Shall the Plan permit investment in
Company Stock? [IF YES, THE COMPANY STOCK TRUST AGREEMENT MUST ALSO BE
ADOPTED.]
(X) Yes ( ) No
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(b) Participant Election. If (a) above is Yes, shall Participants be
permitted to direct the investment of their permissible Accounts in Company
Stock pursuant to Section 8.3 of the Plans? [FOR COMPANY STOCK THAT IS NOT
PUBLICITY TRADED, PARTICIPANTS CAN ONLY BE PERMITTED TO DIRECT THE INVESTMENT
OF THEIR MATCHING AND PROFIT SHARING ACCOUNTS IN COMPANY STOCK.]
(X) Yes ( ) No
ARTICLE 9 - VESTING
9.1 Vesting Schedule. A Participant's vested percentage of his Matching
and Profit Sharing Accounts shall be determined as follows [ELECT ONE AND
COMPLETE]:
[IF Section 3.1(a)(2)(B) IS ELECTED, Section 9.1(a)(3) MUST BE
ELECTED.]
( ) (a) Cliff Vesting:
100% vesting after (ELECT ONE):
( ) (A) 1 Year of Vesting Service
( ) (B) 2 Years of Vesting Service
( ) (C) 3 Years of Vesting Service
( ) (D) 4 Years of Vesting Service
( ) (E) 5 Years of Vesting Service
(X) (b) Graded Vesting:
Vested Percentage
of Matching or May not be
Years of Vesting Service Profit Sharing Account less than:
------------------------ ---------------------- ----------
Less than 1 0 % 0%
-------
1, but less than 2 0 % 0%
-------
2, but less than 3 0 % 0%
-------
3, but less than 4 20 % 20%
-------
4, but less than 5 40 % 40%
-------
5, but less than 6 60 % 60%
-------
6, but less than 7 80 % 80%
-------
7 or more 100 % 100%
-------
( ) (c) Immediate Vesting: Each Participant at all times shall be
100% vested in his Matching and Profit Sharing Accounts.
( ) (d) Not Applicable. Neither Profit Sharing Contributions nor
Matching Contributions are permitted under the Plan.
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ARTICLE 10 - PAYMENT OF BENEFITS WITHOUT LIFE ANNUITY PROVISIONS
10.1 Election of No Life Annuity Provisions. Shall the form(s) of benefit
distribution under the Plan be limited to those that do not include any life
annuity provisions?
( ) Yes (X) No
[IF "YES" IS ELECTED, COMPLETE THE REST OF ARTICLE 10 AND THEN GO DIRECTLY
TO ARTICLE 12 - ARTICLE 11 WILL NOT APPLY, UNLESS THERE ARE TRANSFER ACCOUNTS
FOR WHICH A LIFE ANNUITY IS A CODE Section 411(d)(6) PROTECTED FORM OF
DISTRIBUTION.]
[IF "NO" IS ELECTED DO NOT COMPLETE THE REST OF ARTICLE 10; ARTICLE 11
INSTEAD WILL APPLY.]
( ) Yes ( ) No
10.2 Optional Form of Benefit. Shall Participants be permitted to elect
the optional form of installment payments as described in Section 10.3(b) of
the Master Plan?
( ) Yes ( ) No
[IF "NO" IS ELECTED, ALL DISTRIBUTIONS WILL BE MADE IN A SINGLE SUM
PAYMENT AS PROVIDED IN Section 10.3(a) OF THE MASTER PLAN, AND Section 10.3(b)
THEREOF WILL NOT APPLY.]
10.3 Hardship Withdrawals. Shall a Participant be entitled to make
hardship withdrawals from his vested Account pursuant to Section 10.6 of the
Master Plan?
( ) Yes ( ) No
10.4 After Tax and Voluntary Account Withdrawals: Shall a Participant be
permitted to make withdrawals from his After Tax and Voluntary Accounts
pursuant to Section 10.7 of the Master Plan?
( ) Yes ( ) No
10.5 Loans. Shall the Company permit Participants to receive loans from
their Account pursuant to the terms of Section 10.9 of the Master Plan?
( ) Yes ( ) No
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ARTICLE 11 - PAYMENT OF BENEFITS WITH LIFE ANNUITY PROVISIONS
11.1 Normal Form with Life Annuity Provisions. The normal form of payment
shall be a Life Annuity for unmarried Participants and a Joint and 50% Survivor
Annuity for married Participants, with death benefits provided in the form of a
Survivor Annuity, with respect to:
(X) (a) All Plan benefits.
( ) (b) Only Transfer Accounts for which such life and survivor
annuities are Code Section 411(d)(6) protected benefits.
These Transfer Accounts are ______________________________
__________________________________________________________.
( ) (c) No benefits under the Plan [ELECT ONLY IF THE LIFE ANNUITY
FORM IS NOT DESIRED AND THERE ARE NO TRANSFER ACCOUNTS
DESCRIBED IN SUBSECTION (b) HEREOF]
[IF (a) IS ELECTED, ARTICLE XI OF THE MASTER PLAN WILL APPLY, AND ARTICLE
X WILL NOT BE APPLICABLE. IF (b) ABOVE IS ELECTED, ARTICLE X WILL APPLY TO ALL
BENEFITS OTHER THAN TRANSFER ACCOUNTS SUBJECT TO ANNUITY PROVISIONS TO WHICH
ARTICLE XI SHALL APPLY. IF (c) IS ELECTED ABOVE, ARTICLE XI OF THE MASTER PLAN
WILL NOT BE APPLICABLE.]
11.2 Hardship Withdrawals. Shall a Participant be entitled to make
hardship withdrawals from his vested Account pursuant to Section 11.9 of the
Master Plan?
(X) Yes ( ) No
11.3 After Tax and Voluntary Account Withdrawals. Shall a Participant be
permitted to make withdrawals from his After Tax and Voluntary Accounts
pursuant to Section 11.10 of the Master Plan?
( ) Yes (X) No
11.4 Loans. Shall the Company permit Participants to receive loans from
their Account pursuant to the terms of Section 11.12 of the Master Plan?
( ) Yes (X) No
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ARTICLE 12 - ADMINISTRATION
[RESERVED]
ARTICLE 13 - ALLOCATION OF AUTHORITY AND RESPONSIBILITIES
[RESERVED]
ARTICLE 14 - AMENDMENT, TERMINATION AND ADOPTION
14.1 Amendments. The Company by executing this Adoption Agreement agrees:
(a) To furnish such information with respect to persons eligible
to participate under the Plan and other matters as may be
prescribed by the Trustee for convenient administration of the
Plan.
(b) To accept such amendments to the Plan as may be made from time
to time by the Master Plan Sponsor in order to comply with the
Code or regulations or for other reasons, subject always to the
right of the undersigned to terminate the Plan as provided
therein.
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ARTICLE 15 - TOP-HEAVY PROVISIONS
15.1 Top-Heavy Vesting: For Plan Years in which the Plan is a Top-Heavy
Plan, the nonforfeitable interest of each Participant in his Matching and
Profit Sharing Accounts shall be determined according to the following schedule
[ELECT AND COMPLETE ONE]:
( ) (a) Cliff Vesting.
100% vesting after [ELECT ONE]:
( ) (1) 1 Year of Vesting Service
( ) (2) 2 Years of Vesting Service
( ) (3) 3 Years of Vesting Service
(X) (b) Graded Vesting.
Vested
Percentage
of Matching
or Profit
Sharing May not
Years of Vesting Service Account be less than:
------------------------ ----------- -------------
Less than 1 0 % 0%
----------
1, but less than 2 0 % 0%
----------
2, but less than 3 20 % 20%
----------
3, but less than 4 40 % 40%
----------
4, but less than 5 60 % 60%
----------
5, but less than 6 80 % 80%
----------
6 or more 100 % 100%
----------
15.2 Continuation of Top-Heavy Vesting. If the Plan becomes a Top-Heavy
Plan for a Plan Year (so that the vesting schedule above is applicable for that
Plan Year), and later ceases to be a Top Heavy Plan, shall the vesting schedule
set forth above continue to apply in later Plan Years?
(X) Yes, the Top-Heavy vesting schedule shall continue to apply.
( ) No, the Top-Heavy vesting schedule shall not continue to apply,
and Participants will vest in their Accounts in later Plan
Years in accordance with the schedule selected in Section 9.1.
[IF THIS OPTION IS CHOSEN, THE RETURN TO THE PREVIOUS VESTING
SCHEDULE IS A VESTING SCHEDULE AMENDMENT SUBJECT TO THE TERMS OF
Section 15.5 OF THE Master PLAN.]
15.3 Minimum Contributions: The minimum Company Contribution on behalf of
a Participant, required under Section 15.4 of the Master Plan, for a Plan Year
in which the Plan is Top Heavy, shall be provided [ELECT ONE]:
(X) By the Plan.
( ) By the ________________________________ (INSERT NAME OF PLAN(S)
SPONSORED BY THE COMPANY WHICH WILL PROVIDE THE MINIMUM
CONTRIBUTION).
15.4 Present Value. Present value of the cumulative accrued benefit shall
be determined based on the following:
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Interest rate: 5 %
------
Mortality table: UP-1984 Unisex
-----------------
ARTICLE 16 - MISCELLANEOUS
16.1 Advice of Counsel: The Company affirms that it has conferred and
acted upon the advice of its own counsel in adopting the Plan.
16.2 Prior Adoption Agreements. This Adoption Agreement supersedes any
prior Adoption Agreement executed in connection with the Plan.
16.3 Notice From Sponsor. If the Master Plan Sponsor amends, discontinues
or abandons the Master Plan, the Master Plan Sponsor will so notify the
Company.
16.4 Qualification of Plan. The Company may not rely on any opinion
letter issued by the National Office of the Internal Revenue Service on the
Master Plan as evidence that the Plan is qualified under Section 401 of the
Code. In order to obtain reliance with respect to the Plan's qualification,
the Company must apply to the appropriate key district office of the Internal
Revenue Service for a determination letter.
16.5 Fiduciary Responsibilities. The Company acknowledges that the
Administrative Committee appointed by the Company is the "plan administrator"
within the meaning of ERISA. As such, the Administrative Committee is a
fiduciary of the Plan and assumes the responsibilities outlined in the Plan.
The Company also acknowledges that the Master Plan Sponsor provides
administrative support services for the Plan but is not the plan administrator
or a fiduciary.
IN WITNESS WHEREOF, the Company hereby adopts the Plan as set forth
herein, and the Company has caused its duly authorized officers to execute this
Adoption Agreement, as of the 22nd day of April, 1997.
Appalachian Bancshares, Inc.
------------------------------------------
Company
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Title: PRESIDENT
------------------------------------
Attest: /s/ Xxxx Xxxxxxx
-----------------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------------------
[A WRITTEN ACCEPTANCE BY THE MASTER PLAN SPONSOR MUST BE OBTAINED AND ATTACHED
HERETO FOR THIS ADOPTION AGREEMENT TO BE EFFECTIVE.]
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ACCEPTANCE BY MASTER PLAN SPONSOR
The foregoing Adoption Agreement is hereby accepted effective as of the
Effective Date provided above.
GEORGIA BANKERS ASSOCIATION
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Xxxx X. Xxxxxxx
Date: April 24, 1997 Title: President
------------------------ ----------------------------------
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