The CORPORATEplan for RetirementSM EXECUTIVE Plan Adoption Agreement IMPORTANT NOTE
Exhibit 10.16
The CORPORATEplan for
RetirementSM
EXECUTIVE Plan
IMPORTANT NOTE
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Adopting Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Adopting Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot provide you with legal advice in connection with the execution of this document. This document should be reviewed by the Employer’s attorney prior to execution.
ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the Hub Group, Inc. Non-Qualified Deferred Compensation Plan (the “Plan”).
(b) Name of Plan Administrator, if not the Employer:
Address:
Phone Number:
The Plan Administrator is the agent for service of legal process for the Plan.
(c) Plan Year End is December 31.
(d) Plan Status (check one):
(1) |X| Effective Date of new Plan: 1/1/2005
(2) |_| Amendment Effective Date:
The original effective date of the Plan:
1.02 EMPLOYER
(a) The Employer is: Hub Group, Inc.
Address: 0000 Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Contact's Name: Xxxxxxxx Xxxxxx
Telephone Number: (000) 000-0000
(1) Employer’s Tax Identification Number: 00-0000000
(2) Business form of Employer (check one):
(A) | |X| Corporation (Other than a Subchapter S corporation) |
(B) | |_| Other (e.g., Subchapter S corporation, partnership, sole proprietor) |
(3) Employer’s fiscal year end: 12/31
(b) The term “Employer” includes the following Related Employer(s)
(as
defined in Section 2.01(a)(24)):
Hub Chicago Holdings, Inc.
Hub City Terminals, Inc.
Hub City Texas, LP
Hub Freight Services, Inc.
Hub Group Associates, Inc.
Hub Group Atlanta, LLC
Hub Group Canada, LP
Hub Group Distribution Services, LLC
Hub Group Transport, LLC
Q.S. of Georgia, LLC
Q.S. of Illinois, LLC
QSSC, Inc.
Quality Services of Kansas, LLC
Quality Services, LLC
1.03 COVERAGE
(a) The following Employees are eligible to participate in the Plan:
(1) |X| Only those Employees listed in Attachment A will be eligible to participate in the Plan.
(2)
|_| Only those Employees in the eligible class described below will be eligible
to participate
in the Plan:
(3)
|_| Only those Employees described in the Board of Directors Resolutions
attached hereto
and hereby made a part hereof will be eligible to
participate in the Plan.
(b) The Entry Date(s) shall be (check one):
(1) |_| each January 1.
(2) |X| each January 1 and each July 1.
(3) |_| each January 1 and each April 1, July 1 and October 1.
(4) |_| the first day of each month.
(5) |_| immediate upon meeting the eligibility requirements specified in Subsection 1.03(a).
1.04 COMPENSATION
For
purposes of determining Contributions under the Plan, Compensation shall be as defined
(check (a) or (b)
below, as appropriate):
(a) |X| in Section 2.01(a)(8), (check (1) or (2) below, if and as appropriate)):
(1) |_| but excluding (check the appropriate box(es)):
(A) |_| Overtime Pay.
(B) |_| Bonuses.
(C) |_| Commissions.
(D)
|_| The value of a qualified or a non-qualified stock option granted to an
Employee by the
Employer to the extent such value is includable in the
Employee’s taxable income.
(E) |_| The following:
(2) |_| except as otherwise provided below:
(b)
|_| in the _____________________Plan maintained by the Employer to the
extent it is in excess of the
limit imposed under Code Section 401(a)(17).
1.05 CONTRIBUTIONS
(a) Employee contributions (Complete all that apply)
(1)
|X| Deferral Contributions. The Employer shall make a Deferral Contribution in
accordance with, and
subject to, Section 4.01 on
behalf of each Participant who
has an executed salary reduction agreement in
effect with the Employer for the
calendar year (or portion of the calendar year) in question, not to
exceed 50%
of Compensation, exclusive of any Bonus.
(2)
|X| Bonus Contributions. The Employer requires Participants to enter into a
special salary reduction
agreement to make Deferral Contributions of any
percentage of Employer paid cash Bonuses, up to
100% of such Bonuses. [The
Compensation definition elected by the Employer in Section 1.04 must
include Bonuses if Bonus contributions are permitted.]
(b) |X| Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable.)
(1)
|X| The Employer shall make a Matching Contribution on behalf of each
Participant in an amount
equal to the following
percentage of a
Participant’s Deferral Contributions during the Plan Year
(check one):
(A) |_| 50%
(B) |_| 100%
(C) |_| ___%
(D)
|_| (Tiered Match)________% of the first_______% of the Participant’s
Compensation
contributed to the Plan.
(E) |_| The percentage declared for the year, if any, by a Board of Directors’ resolution.
(F)
|X| Other: 50% of the first 6% of the Participant’s Compensation
contributed to the Plan, up to a
maximum of (i) 3% of base salary for Employees
or (ii) 3% of Directors’ fees for
non-employee Directors.
(2)
|_| Matching Contribution Offset. For each Participant who has made 401(k)
Deferrals at least equal
to the maximum under Code
Section 402(g) or, if less,the maximum permitted under the Qualified Plan,
the Employer shall make
a Matching Contribution for the calendar year equal to (A) minus (B) below:
(A) The 401(m) Match that the Participant would have received under the
Qualified Plan for such
calendar year on the sum of the Participants Deferral
Contributions and the Participant’s 401(k)
Deferrals if no limits otherwise
imposed by tax law applied to the 401(m) Match and deeming
Participant’s Deferral Contributions to be 401(k)
Deferrals.
(B) The 401(m) Match actually allocated to such Participant under the Qualified
Plan for the
calendar year.
For purposes of this Section 1.05(b): “Qualified Plan” means the __________________
Plan; “401(k)
Deferrals” means contributions under the Qualified Plan’s
cash or deferred arrangement as
defined in Code Section 401(k); and “401(m)
Match” means a matching contribution as defined
in Code Section 401(m).
(3) |_| Matching Contribution Limits (check the appropriate box(es)):
(A)
|_| Deferral Contributions in excess of ______% of the Participant’s
Compensation for the
period in question shall not be
considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A) above and requests the Trustee to account separately for matched and unmatched Deferral Contributions, the Matching Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each period. |
(B) |_| Matching Contributions for each Participant for
each Plan Year shall be
limited
to $.________
(4)
Eligibility Requirement(s) for Matching Contributions. A Participant who makes Deferral
Contributions during
the Plan Year under Section 1.05(a) shall be entitled to
Matching
Contributions for that Plan Year if the Participant satisfies the following
requirement(s) (Check the appropriate box(es). Options (B) and (C) may not be elected together):
(A) |X| Is employed by the Employer on the last day of the Plan Year.
(B) |_| Earns at least 500 Hours of Service during the Plan Year.
(C) |_| Earns at least 1,000 Hours of Service during the Plan Year.
(D) |_| Other:_______________
(E) |_| No requirements.
Note: If option (A), (B) or (C) above is selected, then Matching Contributions can only be made by the Employer after the Plan Year ends. Any Matching Contribution made before Plan Year end shall not be subject to the eligibility requirements of this Section 1.05(b)(3)). |
(c) Employer Contributions
(1)
|_| Fixed Employer Contributions. The Employer shall make an Employer
Contribution on behalf of
each Participant in an amount determined as
described below (check at least one):
(A) |_| In an amount equal to _________% of each Participant’s Compensation each Plan Year.
(B) |_| In an amount determined and allocated as described below:
_________________
(C) |_| In an amount equal to (check at least one):
(i.) | |_| Any profit sharing contribution that the Employer would have made on behalf of the Participant under the following qualified defined contribution plan but for the limitations imposed by Code Section 401(a)(17): |
(ii.) | |_| Any contribution described in Code Section 401(m) that the Employer would have made on behalf of the Participant under the following qualified defined contribution plan but for the limitations imposed by Code Section 401(a)(17): |
_________________
(2)
|_| Discretionary Employer Contributions. The Employer may make Employer
Contributions to the
accounts of Participants in any amount, as determined by the Employer in its sole discretion from time
to time, which amount may be zero.
(3)
Eligibility Requirement(s) for Employer Contributions. A Participant shall only
be entitled to Employer
Contributions under Section 1.05(c)(1) for a Plan Year if the Participant satisfies the following
requirement(s)(Check the appropriate box(es). Options (B) and (C) may not be elected together):
(A) |X| Is employed by the Employer on the last day of the Plan Year.
(B) |_| Earns at least 500 Hours of Service during the Plan Year.
(C) |_| Earns at least 1,000 Hours of Service during the Plan Year.
(D) |_| Other:
(E) |_| No requirements.
1.06 DISTRIBUTION DATES
Distribution
from a Participant’s Account pursuant to Section 8.02 shall begin upon the following
date(s) (check either (a)
or (b); check (c), if desired):
(a) |_| Non-Class Year Accounting (complete (1) and (2)).
(1)
The earliest of termination of employment with the Employer (see Plan Section
7.03) and the following
event(s)(check appropriate box(es); if none selected,
all distributions will be upon termination of
employment):
(A) |_| Attainment of Normal Retirement Age (as defined in Section 1.07(f)).
(B) |_| Attainment of Early Retirement Age (as defined in Section 1.07(g)).
(C) |_| The date on which the Participant becomes disabled (as defined in Section 1.07(h)).
(2) Timing of distribution (check either (A) or (B)).
(A)
|_| The distribution of the Participant’s Account will be begin in the
month following the event
described in (a)(1) above; however, if the event is
termination of employment, then such
distribution will begin as soon as
practicable on or after the 1st day of the seventh
calendar month following such
separation if the Participant was a Key Employee.
(B)
|_| The distribution of the Participant’s Account will begin as soon as
administratively feasible
in the calendar year following distribution event
described in (a)(1) above; provided
however, that if the event is termination of
employment, in no event will such distribution
begin earlier than the 1st day of
the seventh calendar month following such separation if the
Participant was a
Key Employee.
(b) |X| Class Year Accounting (complete (1) and (2)).
(1)
Upon (check at least one; (A) must be selected if plan has contributions
pursuant to section 1.05(b)
or (c)):
(A) |X|
Termination of employment with the Employer (see Plan Section 7.03);
provided however,
that if the event is termination of employment, in no event
will such distribution begin
earlier than the 1st day of the seventh calendar
month following such separation if
the Participant was a Key Employee.
(B) |X|
The date elected by the Participant, pursuant to Plan Section 8.02, and
subject to the
restrictions imposed in Plan Section 8.02 with respect to future
Deferral Contributions,
in which event such date of distribution must be at
least one year after
the date such Deferral Contribution would have been paid to
the Participant in cash in
the absence of the election to make the Deferral
Contribution.
(2) Timing of distribution subject to Subsection (b)(1)(A) above (check either (A) or (B)).
(A) |X|
The Distribution of the Participant’s Account will begin ___/___
(specify month
and day) following the event described in (b)(1) above.
(B) |_|
The Distribution of the Participant’s Account will begin (specify
month and day)
of the calendar year following the event described in (b)(1)
above.
(c) |X| Upon a Change of Control in accordance with Plan Section 7.08.
Note: Internal Revenue Code Section 280G could impose certain, adverse tax consequences on both Participants and the Employer as a result of the application of this Section 1.06(c). The Employer should consult with its attorney prior to electing to apply Section 1. 06(c). |
1.07 VESTING SCHEDULE
(a)
The Participant’s vested percentage in Matching Contributions elected in
Section 1.05(b) shall be based
upon the schedule(s) selected below.
(1) |_| N/A – No Matching Contributions
(2) |_| 100% Vesting immediately
(3) |X| 3 year cliff (see C below)
(4) |_| 5 year cliff (see D below)
(5) |_| 6 year graduated (see E below)
(6) |_| 7 year graduated (see F below)
(7) |_| G below
(8) |_| Other (Attachment “B”)
Years of | Vesting Schedule | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Service for | |||||||||||
Vesting | C | D | E | F | G | ||||||
0 | 0 | % | 0 | % | 0 | % | 0 | % | |||
1 | 0 | % | 0 | % | 0 | % | 0 | % | |||
2 | 0 | % | 0 | % | 20 | % | 0 | % | |||
3 | 100 | % | 0 | % | 40 | % | 20 | % | |||
4 | 100 | % | 0 | % | 60 | % | 40 | % | |||
5 | 100 | % | 100 | % | 80 | % | 60 | % | |||
6 | 100 | % | 100 | % | 100 | % | 80 | % | |||
7 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(b)
The Participant’s vested percentage in Employer Contributions elected in
Section 1.05(c) shall be based
upon the schedule(s) selected below.
(1) |X| N/A – No Matching Contributions
(2) |_| 100% Vesting immediately
(3) |_| 3 year cliff (see C below)
(4) |_| 5 year cliff (see D below)
(5) |_| 6 year graduated (see E below)
(6) |_| 7 year graduated (see F below)
(7) |_| G below
(8) |_| Other (Attachment “B”)
Years of | Vesting Schedule | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Service for | |||||||||||
Vesting | C | D | E | F | G | ||||||
0 | 0 | % | 0 | % | 0 | % | 0 | % | |||
1 | 0 | % | 0 | % | 0 | % | 0 | % | |||
2 | 0 | % | 0 | % | 20 | % | 0 | % | |||
3 | 100 | % | 0 | % | 40 | % | 20 | % | |||
4 | 100 | % | 0 | % | 60 | % | 40 | % | |||
5 | 100 | % | 100 | % | 80 | % | 60 | % | |||
6 | 100 | % | 100 | % | 100 | % | 80 | % | |||
7 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
(c) |X| Years of Service for Vesting shall exclude(check one):
(1) |X| for new plans, service prior to the Effective Date as defined in Section 1.01(d)(1).
(2)
|_| for existing plans converting from another plan document, service prior to
the original Effective
Date as defined in Section 1.01
(d)(2).
(d)
|X| A Participant will forfeit his Matching Contributions and Employer
Contributions upon the occurrence
of the following event (s):
Employment
by or work for a competitor or engaging in a competitive business
(e) | A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (check the appropriate box(es), if any; if 1.06(c) is selected, Participants will automatically vest upon Change of Control as defined in Section 1.12): |
(1) |_| Normal Retirement Age (as defined in Section 1.07(f)).
(2) |_| Early Retirement Age (as defined in Section 1.07(g)).
(3) |X| Death.
(4)
|X| The date on which the Participant becomes disabled, as determined under
Section 1.07(h)
of the Plan.
(f) Normal Retirement Age under the Plan is(check one):
(1) |_| age 65.
(2) |_| age________specify from 55 through 64).
(3)
|_| the later of age________(cannot exceed 65) or the fifth anniversary of the
Participant’s
Commencement Date.
If no box is checked in this Section 1.07(f), then Normal Retirement Age is 65.
(g)
|_| Early Retirement Age is the first day of the month after the Participant
attains age______
(specify 55 or greater) and
completes______Years of
Service for Vesting.
(h) |X| A Particpant is considered disabled when that participant (check one):
(1)
|X| is unable to engage in any substantial gainful activity by reason of any
medically determinable
physical or mental impairment which can be expected to
result in death or can be expected
to last for a continuous period of not less
than 12 months.
(2)
|_| is, by reason of any medically determinable physical or mental impairment
which can
be expected to result in death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement
benefits for a period of not less than 3 months under an accident
and health plan
covering employees of the Employer.
1.08 PREDECESSOR EMPLOYER SERVICE
|_| Service for purposes of vesting in Section 1.07(a) and (b) shall include service with the following employer(s):
1.09 UNFORESEEABLE EMERGENCY WITHDRAWALS
Participant withdrawals for unforeseeable emergency prior to termination of employment (check one):
(a)
|_| will be allowed in accordance with Section 7.07, subject to a $___________ minimum amount.
(Must be at least $1,000)
(b) |X| will not be allowed.
1.10 DISTRIBUTIONS
Subject to Articles 7 and 8 distributions under the Plan are always available as a lump sum. Check below to allow distributions in installment payments: |
|X| under a systematic withdrawal plan (installments) not to exceed 10 years which (check one
if box for this
Section is selected):
(a) |X| will not be accelerated, regardless of the Participant’s Account balance.
(b) |_| will be accelerated to a lump sum distribution in accordance with Section 8.03.
1.11 INVESTMENT DECISIONS
(a) Investment Directions
Investments in which the Accounts of Participants shall be treated as invested
and reinvested shall be
directed (check one):
(1) |_| by the Employer among the options listed in (b) below.
(2) |_| by each Participant among the options listed in (b) below.
(3)
|X| in accordance with investment directions provided by each Participant for
all contribution sources
in a Participant’s Account except the following
sources shall be invested as directed
by the Employer (check (A) and/or(B)):
(A) |_| Nonelective Employer Contributions
(B) |X| Matching Employer Contributions
The Employer must direct the applicable sources among the same investment options made available for Participant directed sources listed in the Service Agreement. |
(b)
Plan Investment Options
Participant
Accounts will be treated as invested among the Investment Funds listed in
the Service
Agreement from time to time pursuant to Participant and/or Employer directions,
as
applicable.
Note: The method and frequency for change of investments will be determined under the rules applicable to the selected funds. Information will be provided regarding expenses, if any, for changes in investment options. |
1.12 RELIANCE ON PLAN
An adopting Employer may not rely solely on this Plan to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” with respect to the Employer’s particular situation. This Agreement must be reviewed by the Employer’s attorney before it is executed. |
This Adoption Agreement may be used only in conjunction with the CORPORATEplan for Retirement Executive Plan Basic Plan Document. |
EXECUTION PAGE
(Employer’s Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 23rd day of November, 2004.
Employer | Hub Group, Inc. | ||
By | /s/Xxxx X. Xxxxxx | ||
Title | Chief Operating Officer | ||
Date | ______________________ |