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Exhibit 4.1
NONSTANDARDIZED
ADOPTION AGREEMENT
REGIONAL
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST
Sponsored by
MANCHESTER BENEFITS GROUP, LTD
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Regional Prototype Plan and Trust Basic Plan Document #R1.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this
section based on the lead Employer. Additional Employers may
adopt this Plan by attaching executed signature pages to the
back of the Employer's Adoption Agreement.
(a) NAME AND ADDRESS:
Safeguard Scientifics, Inc.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000-0000
(b) TELEPHONE NUMBER: 610-293-0600
(c) TAX ID NUMBER: 00-0000000
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[x] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter
S)
[ ] (v) Other:
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(e) NAME(S) OF INDIVIDUAL(S) AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
Xxxxxx X. Xxxxxxx and/or Xxxxxxx X. Xxxx and/or Xxxxx X.
Xxxxxxx
(f) NAME OF PLAN: Safeguard Scientifics, Inc. Retirement Plan
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 030
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of ______.
(b) This is an amended Plan.
The effective date of the original Plan was January 1,
1981.
The effective date of the amended Plan is December 1,
2000.
(c) If different from above, the Effective Date for the
Plan's Elective Deferral provisions shall be ________.
3. DEFINITIONS
(a) "Collective or Commingled Funds"
[x] (i) Not Applicable - Non-Institutional
Trustee.
[ ] (ii) Investment in collective or
commingled funds as permitted at paragraph
13.3(b) of the Basic Plan Document #R1 shall
only be made to the following specifically
named fund(s):
_______________
_______________
_______________
Funds made available after the execution of this Adoption
Agreement will be listed on schedules attached to the end of
this Adoption Agreement.
(b) "Compensation" [paragraph 1.12]
(i) Compensation Measurement Period -
Compensation shall be determined on the basis of the:
[x] (1) Plan Year.
[ ] (2) Employer's Taxable Year.
[ ] (3) Calendar Year.
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Compensation shall be determined on
the basis of the following safe-harbor definition of
Compensation in IRS Regulation Section 1.414(s)-1(c):
[ ] (4) Code Section
6041 and 6051 Compensation,
[ ] (5) Code Section
3401(a) Compensation, or
[x] (6) Code Section
415 Compensation.
(ii) Application of Salary Savings Agreements:
Compensation shall exclude Employer
contributions made pursuant to a Salary Savings Agreement
under:
[ ] (1) Not
applicable, no such agreement exists.
[x] (2) Not
applicable, no Employer contributions
made pursuant to a Salary Savings
Agreement shall be excluded.
[ ] (3) A Cash or
Deferred Profit-Sharing Plan under
Code Section 401(k) or Simplified
Employee Pension under Code Section
402(h)(1)(B).
[ ] (4) A flexible
benefit plan under Code Section 125.
[ ] (5) A tax
deferred annuity under Code Section
403(b).
(iii) Exclusions From Compensation:
(1) overtime.
(2) bonuses.
(3) commissions.
(4) Foreign service premiums,
differentials or allowances (other than shift
differentials), relocation payments, tuition payments,
patent awards, or any other non-basic form of current
compensation.
Type of Contribution(s) Exclusion(s)
----------------------- ------------
Elective Deferrals [Section 7(b)] __________
Matching Contributions [Section 7(c)] __________
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Qualified Non-Elective Contributions [Section 7(d)]
and Non-Elective Contributions [Section 7(e)] 1,2,3,4
---------
(iv) Maximum Compensation
For purposes of the Plan,
Compensation shall be limited to $ ______, the maximum
amount which will be considered for Plan purposes. [If
an amount is specified, it will limit the amount of
contributions allowed on behalf of higher compensated
Employees. Completion of this section is not intended
to coordinate with the $200,000 limit of Code Section
415(d), thus the amount should be less than the
$200,000 limit as adjusted for cost-of-living
increases.]
(c) "Entry Date" [paragraph 1.30]
(i) The first day of the Plan Year during
which an Employee meets the eligibility requirements.
(ii) The first day of the Plan Year
nearest the date on which an Employee meets the
eligibility requirements.
(iii) The earlier of the first day of the
Plan Year or the first day of the seventh month of the
Plan Year coinciding with or following the date on
which an Employee meets the eligibility requirements.
(iv) The first day of the Plan Year
following the date on which the Employee meets the
eligibility requirements. If this election is made, the
Service requirement at 4(a)(ii) may not exceed 1/2 year
and the age requirement at 4(b)(ii) may not exceed
20 1/2.
(v) The first day of the month coinciding
with or following the date on which an Employee meets
the eligibility requirements.
(vi) The first day of the Plan Year, or
the first day of the fourth month, or the first day of
the seventh month or the first day of the tenth month,
of the Plan Year coinciding with or following the date
on which an Employee meets the eligibility
requirements.
Indicate Entry Date(s) to be used by specifying option from
list above:
Type of Contribution(s) Entry Date(s)
----------------------- -------------
For Discretionary Profit-Sharing Contributions
under 7(e), (f) and (g) v
-------------
For all other contributions (Option (i) not
available for these contributions) v
-------------
(d) "Hour of Service" [paragraph 1.41]
Shall be determined on the basis of the method selected
below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan as
follows:
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[x] (i) On the basis of
actual hours for which an Employee is paid or
entitled to payment.
[ ] (ii) On the basis of days
worked.
An Employee shall be
credited with ten (10) Hours of Service if
under paragraph 1.41 of the Basic Plan
Document #R1 such Employee would be credited
with at least one (1) Hour of Service during
the day.
[ ] (iii) On the basis of weeks
worked.
An Employee shall be
credited with forty-five (45) Hours of Service
if under paragraph 1.41 of the Basic Plan
Document #R1 such Employee would be credited
with at least one (1) Hour of Service during
the week.
[ ] (iv) On the basis of
semi-monthly payroll periods.
An Employee shall be
credited with ninety-five (95) Hours of
Service if under paragraph 1.41 of the Basic
Plan Document #R1 such Employee would be
credited with at least one (1) Hour of Service
during the semi-monthly payroll period.
[ ] (v) On the basis of
months worked.
An Employee shall be
credited with one-hundred-ninety (190) Hours
of Service if under paragraph 1.41 of the
Basic Plan Document #R1 such Employee would be
credited with at least one (1) Hour of Service
during the month.
(e) "Limitation Year" [paragraph 1.44]
The 12-consecutive month period commencing on January 1
and ending on December 31.
If applicable, the Limitation Year will be a short
Limitation Year commencing on ____________and ending on
____________. Thereafter, the Limitation Year shall end on the
date last specified above.
(f) "Net Profit"
[x] (i) Not applicable
(profits will not be required for any
contributions to the Plan).
[ ] (ii) As defined in
paragraph 1.48 of the Basic Plan Document #R1.
[ ] (iii) Shall be defined as:
____________________
____________________
(Only use if
definition in paragraph 1.48 of the Basic Plan
Document #R1 is to be superseded.)
(g) "Plan Year" [paragraph 1.57]
The 12-consecutive month period commencing on January 1
and ending on December 31.
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If applicable, the Plan Year will be a short Plan Year
commencing on __________ and ending on __________. Thereafter,
the Plan Year shall end on the date last specified above.
(h) "Qualified Early Retirement Age"
For purposes of making distributions under the
provisions of a Qualified Domestic Relations Order, the Plan's
Qualified Early Retirement Age with regard to the Participant
against whom the order is entered [x] shall [ ] shall not be
the date the order is determined to be qualified. If "shall"
is elected, this will only allow payout to the alternate
payee(s).
(i) "Qualified Joint and Survivor Annuity"
The safe-harbor provisions of paragraph 8.7 of the
Basic Plan Document #R1 [ ] are [x] are not applicable. If not
applicable, the survivor annuity shall be 50% (50%, 66-2/3%,
75% or 100%) of the annuity payable during the lives of the
Participant and Spouse. If no answer is specified, 50% will be
used.
(j) "Taxable Wage Base" [paragraph 1.63]
[x] (i) Not Applicable - Plan
is not integrated with Social Security.
[ ] (ii) The maximum earnings
considered wages for such Plan Year under Code
Section 3121(a).
[ ] (iii) __________% (not more
than 100%) of the amount considered wages for
such Plan Year under Code Section 3121(a).
[ ] (iv) $__________, provided
that such amount is not in excess of the
amount determined under paragraph 3(j)(ii)
above.
[ ] (v) For the 1989 Plan
Year $10,000. For all subsequent Plan Years,
20% of the maximum earnings considered wages
for such Plan Year under Code Section 3121(a).
NOTE: Using less than the maximum at (ii) may result in a
change in the allocation formula in Section 7.
(k) "Valuation Date(s)"
Allocations to Participant Accounts will be done in
accordance with Article V of the Basic Plan Document #R1:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
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Indicate Valuation Date(s) to be used by specifying option from
list above:
Type of Contribution(s) Valuation Date(s)
----------------------- -----------------
After-Tax Voluntary Contributions [Section 6(b)] i
-------------
Elective Deferrals [Section 6(a)] i
-------------
Matching Contributions [Section 7(c)] i
-------------
Qualified Non-Elective Contributions [Section 7(d)] i
-------------
Non-Elective Contributions [Section 7(e), (f), (g)] i
-------------
Minimum Top-Heavy Contributions [Section 7(i)] i
-------------
(l) "Year of Service"
(i) For Eligibility Purposes: The
12-consecutive month period during which an Employee is
credited with 1 (not more than 1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The
12-consecutive month period during which an Employee is
credited with 1000 (not more than 1,000) Hours of
Service.
(iii) For Vesting Purposes: The
12-consecutive month period during which an Employee is
credited with 1000 (not more than 1,000) Hours of
Service.
4. ELIGIBILITY REQUIREMENTS [Article II]
(a) Service:
(i) For Elective Deferrals, and Required
Voluntary Contributions or Employer Contributions
[unless specified otherwise at (ii) below]:
[x] (1) The Plan
shall have no service requirement.
[ ] (2) The Plan
shall cover only Employees having
completed at least [not more than
three (3)] Years of Service. If more
than one (1) is specified, for Plan
Years beginning in 1989 and later,
the answer will be deemed to be one
(1).
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(ii) For contributions [not covered at (i)
above] specify the Service requirements below:
Service
Type of Contribution Requirement
-------------------- -----------
Employer Matching ____________
Qualified Non-Elective ____________
Descretionary Profit-Sharing ____________
Required Voluntary ____________
Not more than three (3) years may be
specified. If more than two (2) years is specified,
for Plan Years beginning in 1989 and later, the
requirement will be deemed to be two (2) years.
NOTE: If the eligibility period selected is or includes a
fractional year, an Employee will not be required to
complete any specified number of Hours of Service to
receive credit for such period. Participants will be
eligible for Top-Heavy minimum contributions after the
period in (i) above, assuming they satisfy the other
requirements of this Section 4.
(b) Age:
[x] (i) The Plan shall have
no minimum age requirement.
[ ] (ii) The Plan shall cover
only Employees having attained age ___________
(not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age
and service requirements with the following exceptions:
[ ] (i) No exceptions.
[x] (ii) The Plan shall
exclude Employees included in a unit of
Employees covered by a collective bargaining
agreement between the Employer and Employee
Representatives, if retirement benefits were
the subject of good faith bargaining. For
this purpose, the term "Employee
Representative" does not include any
organization more than half of whose members
are Employees who are owners, officers, or
executives of the Employer.
[x] (iii) The Plan shall
exclude Employees who are nonresident aliens
and who receive no earned income from the
Employer which constitutes income from sources
within the United States.
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[x] (iv) The Plan shall
exclude from participation any
nondiscriminatory classification of Employees
determined as follows:
leased employees,
employees of other
members of the
controlled group of
employers (as defined
under Code Sections
414(b), (c), (m) and
(0)).
(d) Employees on Effective Date:
[x] (i) Not Applicable. All
Employees will be required to satisfy both the
age and Service requirements specified above.
[ ] (ii) Employees employed on
the Plan's Effective Date do not have to
satisfy the Service requirements specified
above at [ ] (a)(i), [ ] (a)(ii), [ ] both.
[ ] (iii) Employees employed on
the Plan's Effective Date do not have to
satisfy the age requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees
retire upon reaching a specified age, the Normal Retirement Age
selected below may not exceed the Employer imposed mandatory
retirement age.
[x] (i) Normal Retirement Age
shall be 65 (not to exceed age 65).
[ ] (ii) Normal Retirement Age
shall be the later of attaining age __________
(not to exceed age 65) or the __________ (not
to exceed the 5th) anniversary of the first
day of the first Plan Year in which the
Participant commenced participation in the
Plan.
(b) Early Retirement Age:
[x] (i) Not Applicable.
[ ] (ii) The Plan shall have
an Early Retirement Age of __________ (not
less than 55) and completion of _________
Years of Service.
6. EMPLOYEE CONTRIBUTIONS (Effective January 1, 2001)
[x] (a) Participants shall be permitted to
make Elective Deferrals in any amount from 1 % up to
15% of their Compensation.
If (a) is applicable, Participants
shall be permitted to amend their Salary Savings
Agreements to change the contribution percentage as
provided below:
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[ ] (i) On the Anniversary
Date of the Plan,
[ ] (ii) On the Anniversary
Date of the Plan and on the first day of the seventh
month of the Plan Year,
[ ] (iii) On the Anniversary
Date of the Plan and on the first day following any
Valuation Date, or
[x] (iv) Upon 30 days notice
to the Employer.
[ ] (b) Participants shall be permitted to make after tax
Voluntary Contributions.
[ ] (c) Participants shall be required to make after tax
Voluntary Contributions as follows (Thrift Savings Plan):
[ ] (i) ______ % of Compensation.
[ ] (ii) A percentage determined
by the Employee on his or her enrollment form.
[x] (d) If necessary to pass the Average Deferral Percentage Test,
Participants [ ] may [x] may not have Elective Deferrals recharacterized as
Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to contributions under (a)
above. The Average Contribution Percentage Test will apply to contributions
under (b) and (c) above, and may apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF (Effective Jan 1, 2001)
NOTE: The Employer shall make contributions to the Plan in accordance with the formula or
formulas selected below. The Employer's contribution shall be subject to the
limitations contained in Articles III and X. For this purpose, a contribution for a
Plan Year shall be limited for the Limitation Year which ends with or within such
Plan Year. Also, the integrated allocation formulas below are for Plan Years beginning
in 1989 and later. The Employer's allocation for earlier years shall be as specified
in its Plan prior to amendment for the Tax Reform Act of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective
Contributions.
[ ] (C) Discretionary Contributions.
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(ii) No Net Profits are required for:
[x] (A) Matching Contributions.
[x] (B) Qualified Non-Elective Contributions.
[x] (C) Discretionary Contributions.
NOTE: Elective Deferrals can always be contributed
regardless of profits.
[x] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount withheld
from the Compensation of such Participant pursuant to his or
her Salary Savings Agreement. If applicable, the maximum
percentage is specified in Section 6 above.
An Employee who has terminated his or her election
under the Salary Savings Agreement other than for Hardship
reasons may not make another Elective Deferral:
[ ] (i) until the first day
of the next Plan Year.
[ ] (ii) until the first day
of the [ ] next valuation period. [ ] second
valuation period following termination. [ ]
third valuation period following termination.
[x] (iii) for a period of 1
month(s) (not to exceed 12 months).
[x] (c) Matching Employer Contribution [See paragraphs (h) and
(i)]:
[ ] (i) Percentage Match:
The Employer shall contribute and allocate to
each eligible Participant's account an amount
equal to _________ % of the amount contributed
and allocated in accordance with paragraph
7(b) above and (if checked) )________ % of [ ]
the amount of Voluntary Contributions made in
accordance with paragraph 4.1 of the Basic
Plan Document #R1. The Employer shall not
match Participant Elective Deferrals as
provided above in excess of $_____________ or
in excess of _________ % of the Participant's
Compensation or if applicable, Voluntary
Contributions in excess of $ _________ or in
excess of _________ % of the Participant's
Compensation. In no event will the match on
both Elective Deferrals and Voluntary
Contributions exceed a combined amount of $
_________ or _________ %.
[x] (ii) Discretionary Match:
The Employer shall contribute and allocate to
each eligible Participant's account a
percentage of the Participant's Elective
Deferral contributed and allocated in
accordance with paragraph 7(b) above. The
Employer shall set such percentage prior to
the end of the Plan Year. The Employer shall
not match Participant Elective Deferrals in
excess of $ _________ or in excess of 5 % of
the Participant's Compensation.
[ ] (iii) Tiered Match: The
Employer shall contribute and allocate to each
Participant's account an amount equal to
_________ % of the first _________ % of the
Participant's Compensation, to the extent
deferred.
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_____ % of the next
_________ % of the Participant's Compensation,
to the extent deferred.
_____ % of the next
_________ % of the Participant's Compensation,
to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase
as the percentage of Participant's contribution
increases.
[ ] (iv) Flat Dollar Match:
The Employer shall contribute and allocate to
each Participant's account $ _________ if the
Participant defers at least 1% of
Compensation.
[ ] (v) Percentage of
Compensation Match: The Employer shall
contribute and allocate to each Participant's
account _________ % of Compensation if the
Participant defers at least 1% of
Compensation.
[ ] (vi) Proportionate
Compensation Match: The Employer shall
contribute and allocate to each Participant
who defers at least 1% of Compensation, an
amount determined by multiplying such Employer
Matching Contribution by a fraction the
numerator of which is the Participant's
Compensation and the denominator of which is
the Compensation of all Participants eligible
to receive such an allocation. The Employer
shall set such discretionary contribution
prior to the end of the Plan Year.
[x] (vii) Qualified Match:
Employer Matching Contributions will be
treated as Qualified Matching Contributions to
the extent specified below:
[ ] (A) All Matching
Contributions.
[ ] (B) None.
[ ] (C) ______ % of the
Employer's Matching Contribution.
[ ] (D) up to ______ % of
each Participant's Compensation.
[x] (E) The amount necessary
to meet the [ ] Average Deferral Percentage (ADP) test,
[ ] Average Contribution Percentage (ACP) test, [x]
Both the ADP and ACP tests.
(viii) Matching Contribution Computation Period:
The time period upon which matching contributions will be based shall be
[ ] (A) weekly
[x] (B) bi-weekly
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[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
[ ] (G) annually
(ix) Eligibility for Match: Employer Matching
Contributions, whether or not Qualified, will only be made on
Employee Contributions not withdrawn prior to the end of the [x]
valuation period [ ] Plan Year.
[x] (d) Qualified Non-Elective Employer Contribution - [See paragraphs (h) and (i)]
These contributions are fully vested when contributed.
The Employer shall have the right to make an additional discretionary
contribution which shall be allocated to each eligible Employee in proportion to his
or her Compensation as a percentage of the Compensation of all eligible Employees. This
part of the Employer's contribution and the allocation thereof shall be unrelated to any
Employee contributions made hereunder. The amount of Qualified non-Elective Contributions
taken into account for purposes of meeting the ADP or ACP test requirements is:
[ ] (i) All such Qualified non-Elective Contributions.
[x] (ii) The amount necessary to meet [ ] the ADP test,
[ ] the ACP test, [x] Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[x] (iv) Only non-Highly Compensated Employees eligible to
participate.
[x] (e) Additional Employer Contribution Other Than Qualified Non-Elective Contributions -
Non-Integrated [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional discretionary contribution
which shall be allocated to each eligible Employee in proportion to his or her Compensation
as a percentage of the Compensation of all eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be unrelated to any Employee contributions made
hereunder.
[ ] (f) Additional Employer Contribution - Integrated Allocation Formula [See paragraphs (h)
and (i)]
The Employer shall have the right to make an additional discretionary contribution.
The Employer's contribution for the Plan Year plus any forfeitures shall be allocated to the
accounts of eligible Participants as follows:
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(i) First, to the extent contributions
and forfeitures are sufficient, all Participants will
receive an allocation equal to 3% of their
Compensation.
(ii) Next, any remaining Employer
Contributions and forfeitures will be allocated to
Participants who have Compensation in excess of the
Taxable Wage Base (excess Compensation). Each such
Participant will receive an allocation in the ratio
that his or her excess compensation bears to the excess
Compensation of all Participants. Participants may only
receive an allocation of 3% of excess Compensation.
(iii) Next, any remaining Employer
contributions and forfeitures will be allocated to all
Participants in the ratio that their Compensation plus
excess Compensation bears to the total Compensation
plus excess Compensation of all Participants.
Participants may only receive an allocation of up to
2.7% of their Compensation plus excess Compensation,
under this allocation method. If the Taxable Wage Base
defined at Section 3(j) is less than or equal to the
greater of $10,000 or 20% of the maximum, the 2.7% need
not be reduced. If the amount specified is greater than
the greater of $10,000 or 20% of the maximum Taxable
Wage Base, but not more than 80%, 2.7% must be reduced
to 1.3%. If the amount specified is greater than 80%
but less than 100% of the maximum Taxable Wage Base,
the 2.7% must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy
minimum contribution or benefit is provided under
another Plan [see Section 11(d)(ii)] covering the
same Employees, sub-paragraphs (i) and (ii) above may
be disregarded and 5.7%, 4.3% or 5.4% may be
substituted for 2.7%, 1.3% or 2.4% where it appears
in (iii) above.
(iv) Next, any remaining Employer
contributions and forfeitures will be allocated to all
Participants (whether or not they received an
allocation under the preceding paragraphs) in the ratio
that each Participant's Compensation bears to all
Participants' Compensation.
[ ] (g) Additional Employer Contribution-Alternative Integrated
Allocation Formula [See paragraph (i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such
contributions are sufficient, they shall be allocated as
follows:
______ % of each eligible Participant's Compensation
plus ______ % of Compensation in excess of the Taxable Wage
Base defined at Section 3(j) hereof. The percentage on excess
compensation may not exceed the lesser of (i) the amount first
specified in this paragraph or (ii) the greater of 5.7% or the
percentage rate of tax under Code Section 3111(a) as in effect
on the first day of the Plan Year attributable to the Old Age
(OA) portion of the OASDI provisions of the Social Security
Act. If the Employer specifies a Taxable Wage Base in Section
3(j) which is lower than the Taxable Wage Base for Social
Security purposes (SSTWB) in effect as of the first day of the
Plan Year, the percentage contributed with respect to excess
Compensation must be adjusted. If the Plan's Taxable Wage Base
is greater than the larger of $10,000 or 20% of the SSTWB but
not more than 80% of the SSTWB, the excess percentage is 4.3%.
If the Plan's Taxable Wage Base is greater than 80% of the
SSTWB but less than 100% of the SSTWB, the excess percentage is
5.4%.
NOTE: Only one plan maintained by the Employer may be integrated
with Social Security.
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(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results
in an Excess Amount, such excess shall be:
[ ] (i) placed in a suspense
account accruing no gains or losses for the
benefit of the Participant.
[x] (ii) reallocated as
additional Employer contributions to all other
Participants to the extent that they do not
have any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy,
the sum of the contributions and forfeitures as allocated to
eligible Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and
9 of this Adoption Agreement shall not be less than the amount
required under paragraph 14.2 of the Basic Plan Document #R1.
Top-Heavy minimums will be allocated to:
[ ] (i) all eligible Participants.
[x] (ii) only eligible non-Key Employees who are
Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated
Employees are subject to both the ADP and ACP tests and the sum
of such tests exceeds the Aggregate Limit, the limit will be
satisfied by reducing the:
[x] (i) the ADP of the
affected Highly Compensated Employees.
[ ] (ii) the ACP of the
affected Highly Compensated Employees.
[ ] (iii) a combination of the
ADP and ACP of the affected Highly Compensated
Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES [paragraph 5.3]
[ ] (a) The Employer will not allocate
Employer related contributions to Employees who
terminate during a Plan Year, unless required to
satisfy the requirements of Code Section 401(a)(26) and
410(b). (These requirements are effective for 1989 and
subsequent Plan Years.)
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[x] (b) The Employer will allocate Employer matching and other related
contributions as indicated below to Employees who terminate during the Plan Year
as a result of:
Matching Other
-------- -----
[x] [x] (i) Retirement.
[x] [x] (ii) Disability.
[x] [x] (iii) Death.
[ ] [ ] (iv) Other termination of employment provided that the
Participant has completed a Year of Service as
defined for Allocation Accrual Purposes.
[x] [ ] (v) Other termination of employment even though the
Participant has not completed a Year of Service.
[ ] [ ] (vi) Termination of employment (for any reason) provided
that the Participant had completed a Year of Service
for Allocation Accrual Purposes.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts other than Excess
Aggregate Contributions.
(a) Allocation Alternatives:
If forfeitures are allocated to Participants, such allocation shall be done in the same
manner as the Employer's contribution.
[ ] (i) Not Applicable. All contributions are always fully
vested.
[ ] (ii) Forfeitures shall be allocated to Participants in the
same manner as the Employer's contribution.
If allocation to other Participants is selected, the
allocation shall be as follows:
[1] Amount attributable to Employer
Discretionary Contributions and Top-Heavy minimums will be allocated
to:
[ ] all eligible Participants
under the Plan.
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[ ] only those Participants
eligible for an allocation of Employer contributions in the
current year.
[ ] only those Participants
eligible for an allocation of matching contributions in the
current year.
[2] Amounts attributable to Employer Matching
contributions will be allocated to:
[ ] all eligible Participants.
[ ] only those Participants eligible
for allocations of matching contributions in the current year.
[x] (iii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
[ ] (iv) Forfeitures shall be applied to offset administrative expenses
of the Plan. If forfeitures exceed these expenses, (iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant, sub-section (i) below will apply to such
Participant even if the Employer elects (ii), (iii) or (iv) below as its normal administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Participant incurs his or her fifth consecutive one year Break
In Service.
[x] (ii) Forfeitures will be reallocated immediately (as of the next
Valuation Date).
[ ] (iii) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Employee incurs his or her (1st, 2nd, 3rd, or 4th)
consecutive one year Break In Service.
[ ] (iv) Forfeitures will be reallocated immediately (as of the Plan
Year end).
(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks in Service, the Funds for
restoration of account balances will be obtained from the following resources in the order indicated
(fill in the appropriate number):
[1] (i) Current year's forfeitures.
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[2] (ii) Additional Employer
contribution.
[ ] (iii) Income or gain to
the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
[x] (i) Applied to reduce
Employer contributions.
[ ] (ii) Allocated, after all
other forfeitures under the Plan, to the
Matching Contribution account of each
non-Highly Compensated Participant who made
Elective Deferrals or Voluntary Contributions
in the ratio which each such Participant's
Compensation for the Plan Year bears to the
total Compensation of all Participants for
such Plan Year. Such forfeitures cannot be
allocated to the account of any Highly
Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be
so applied at the end of the Plan Year in which they occur.
10. CASH OPTION (Effective January 1, 2001)
[x] (a) The Employer may permit a Participant
to elect to defer to the Plan, an amount not to exceed
15 % of any Employer paid cash bonus made for such
Participant for any year. A Participant must file an
election to defer such contribution at least fifteen
(15) days prior to the end of the Plan Year. If the
Employee fails to make such an election, the entire
Employer paid cash bonus to which the Participant would
be entitled shall be paid as cash and not to the Plan.
Amounts deferred under this section shall be treated
for all purposes as Elective Deferrals. Notwithstanding
the above, the election to defer must be made before
the bonus is made available to the Participants.
[ ] (b) Not Applicable.
11. LIMITATIONS ON ALLOCATIONS [Article X]
[ ] This is the only Plan the Employer maintains or ever
maintained; therefore, this section is not applicable.
[x] The Employer does maintain or has maintained another
Plan (including a Welfare Benefit Fund or an individual medical
account [as defined in Code Section 415(l)(2)], under which
amounts are treated as Annual Additions) and has completed the
proper sections below.
Complete (a), (b) and (c) only if the Employer
maintains or ever maintained another qualified plan, including
a Welfare Benefit Fund or an individual medical account [as
defined in Code Section 415(l)(2)] in which any Participant in
this Plan is (or was) a participant or could possibly become a
participant.
(a) If the Participant is covered under another qualified
Defined Contribution Plan maintained by the Employer, other
than a Regional Prototype Plan:
[x] (i) the provisions of
Article X of the Basic Plan Document #R1 will
apply, as if the other plan were a Regional
Prototype Plan.
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[ ] (ii) Attach provisions
stating the method under which the plans will
limit total Annual Additions to the Maximum
Permissible Amount, and will properly reduce
any Excess Amounts, in a manner that precludes
Employer discretion.
(b) If a Participant is or ever has been a participant in a
Defined Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation
of Code Section 415(e). Such language must preclude Employer
discretion. The Employer must also specify the interest and
mortality assumptions used in determining Present Value in the
Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code
Section 416 relating to Top-Heavy Plans shall be satisfied by:
[x] (i) This Plan.
[ ] (ii) __________________
(Name of other
qualified plan of the
Employer).
[ ] (iii) Attach provisions
stating the method under which the minimum
contribution and benefit provisions of Code
Section 416 will be satisfied. If a Defined
Benefit Plan is or was maintained, an
attachment must be provided showing interest
and mortality assumptions used in the
Top-Heavy Ratio.
12. VESTING [Article IX]
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in
accordance with paragraphs (select one or more options) [x] 7(c), [ ]
7(e), [ ] 7(f), [ ] 7(g) and [ ] 7(i) hereof. Contributions under
paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or
more of the foregoing options are not selected, such Employer
contributions shall be subject to the vesting table selected by the
Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and
the earnings thereon under the procedures selected below except with
respect to any Plan Year during which the Plan is Top-Heavy, in which
case the Two-twenty vesting schedule [option (b)(iv)] shall
automatically apply unless the Employer has already elected a faster
vesting schedule. If the Plan is switched to option (b)(iv), because of
its Top-Heavy status, that vesting schedule will remain in effect even
if the Plan later becomes non-Top-Heavy until the Employer executes an
amendment of this Adoption Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining
Years of Service and Breaks in Service for purposes of
computing a Participant's nonforfeitable right to his or her
account balance derived from Employer contributions:
[ ] (i) shall not be
applicable since Participants are always fully
vested,
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[ ] (ii) shall commence on the
date on which an Employee first performs an
Hour of Service for the Employer and each
subsequent 12-consecutive month period shall
commence on the anniversary thereof, or
[x] (iii) shall commence on the
first day of the Plan Year during which an
Employee first performs an Hour of Service for
the Employer and each subsequent
12-consecutive month period shall commence on
the anniversary thereof.
A Participant shall receive credit for a Year of
Service if he or she completes at least 1,000 Hours of Service
[or if lesser, the number of hours specified at 3(l)(iii) of
this Adoption Agreement] at any time during the 12-consecutive
month computation period. Consequently, a Year of Service may
be earned prior to the end of the 12-consecutive month
computation period and the Participant need not be employed at
the end of the 12-consecutive month computation period to
receive credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who
has at least one Hour of Service during or after the 1989
Plan Year. If applicable, Participants who separated from
Service prior to the 1989 Plan Year will remain under the
vesting schedule as in effect in the Plan prior to amendment
for the Tax Reform Act of 1986.
(i) Full and immediate vesting.
Years of Service
----------------
1 2 3 4 5 6 7
--- --- --- --- --- --- ---
(ii) % 100%
(iii) % % 100%
(iv) % 20% 40% 60% 80% 100%
(v) % % 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) 20% 40% 60% 80% 100%
(viii) % % % % % % 100%
NOTE: The percentages selected for schedule (viii) may not be less
for any year than the percentages shown at schedule (v).
[ ] All contributions other than those
which are fully vested when contributed will vest under
schedule __________.above.
[x] Contributions other than those which
are fully vested when contributed will vest as provided
below:
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Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
I 7(c) Employer Match on Salary Savings
--------------
7(c) Employer Match on Employee Voluntary
--------------
vii 7(e) Employer Discretionary
--------------
7(f) & (g) Employer Discretionary -Integrated
--------------
(c) Service disregarded for Vesting:
[x] (i) Not Applicable. All
Service shall be considered.
[ ] (ii) Service prior to the
Effective Date of this Plan or a predecessor
plan shall be disregarded when computing a
Participant's vested and nonforfeitable
interest.
[ ] (iii) Service prior to a
Participant having attained age 18 shall be
disregarded when computing a Participant's
vested and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility,
Hours of Service shall include Service with the following predecessor
organization(s): (These hours will also be used for vesting purposes.)
--------------------------------------------------------------
--------------------------------------------------------------
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3
of the Basic Plan Document #R1, [x] shall [ ] shall not be
permitted. If permitted, Employees [x] may [ ] may not make
Rollover Contributions prior to meeting the eligibility
requirements for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4
of the Basic Plan Document #R1, [x] shall [ ] shall not be
permitted. If permitted, Employees [x] may [ ] may not Transfer
Contributions prior to meeting the eligibility requirements for
participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of
paragraph 8.7 of the Basic Plan Document #R1.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #R1, [x] are [ ] are not permitted.
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16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.4 of the Basic Plan
Document #R1, [x] are [ ] are not permitted. If permitted, repayments of
principal and interest shall be repaid to [x] the Participant's
segregated account or [ ] the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.5 of the Basic Plan Document
#R1 [ ] shall [x] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.6 of the Basic Plan Document #R1, [x] shall [ ] shall not be
applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set
forth in paragraph 13.7 of the Basic Plan Document #R1, [x]
shall [ ] shall not be applicable.
If applicable, Participants may direct their investments:
[ ] (i) among funds offered
by the Trustee.
[x] (ii) among any allowable
investments.
(b) Participants may direct the following kinds of
contributions and the earnings thereon (check all applicable):
[ ] (i) All Contributions.
[x] (ii) Elective Deferrals.
[x] (iii) Employee Voluntary
Contributions (after-tax).
[x] (iv) Employee Mandatory
Contributions (after-tax).
[x] (v) Employer Qualified
Matching Contributions.
[x] (vi) Other Employer
Matching Contributions.
[x] (vii) Employer Qualified
Non-Elective Contributions.
[ ] (viii) Employer
Discretionary Contributions.
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[x] (ix) Rollover
Contributions.
[x] (x) Transfer
Contributions.
[ ] (xi) All of above which
are checked, but only to the extent that the
Participant is vested in those contributions.
NOTE: To the extent that Employee investment direction was
previously allowed, it shall continue to be allowed on those
amounts and the earnings thereon.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to
retirement, death or Disability [x] may [ ] may not make
application to the Employer requesting an early payment of his
or her vested account balance.
(b) A Participant who has not separated from Service [x]
may [ ] may not obtain a distribution of his or her vested
Employer contributions. Distribution can only be made if the
Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal
Retirement Age and who has not separated from Service [x] may
[ ] may not receive a distribution of his or her vested account
balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken
away. Notwithstanding the above, to the contrary, required
minimum distributions will be paid. For timing of
distribution see item 21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death,
Disability or retirement, benefits shall be paid:
[ ] (i) As soon as
administratively feasible, following the close
of the valuation period during which a
distribution is requested or is otherwise
payable.
[ ] (ii) As soon as
administratively feasible following the close
of the Plan Year during which a distribution
is requested or is otherwise payable.
[x] (iii) As soon as
administratively feasible, following the date
on which a distribution is requested or is
otherwise payable.
[ ] (iv) As soon as
administratively feasible, after the close of
the Plan Year during which the Participant
incurs ________ consecutive one-year Breaks in
Service.
[ ] (v) Only after the
Participant has achieved the Plan's Normal
Retirement Age, or Early Retirement Age, if
applicable.
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In cases of death, Disability or
retirement, benefits shall be paid:
[ ] (vi) As soon as
administratively feasible, following the close
of the valuation period during which a
distribution is requested or is otherwise
payable.
[ ] (vii) As soon as
administratively feasible following the close
of the Plan Year during which a distribution
is requested or is otherwise payable.
[x] (viii) As soon as
administratively feasible, following the date
on which a distribution is requested or is
otherwise payable.
(b) Optional Forms of Payment:
[x] (i) Lump Sum.
[x] (ii) Installment Payments.
[x] (iii) Life Annuity*.
[x] (iv) Life Annuity Term
Certain*.
Life Annuity with
payments guaranteed for 10 years (not to
exceed 20 years, specify all applicable).
[x] (v) Joint and [x] 50%,
[x] 66-2/3%, [x] 75% or [x] 100% survivor
annuity* (specify all applicable).
[ ] (vi) Other form(s)
specified:
*Not available in Plan meeting provisions of paragraph
8.7 of Basic Plan Document #R1.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan,
Participants and/or their Spouse (Surviving Spouse) [x] shall
[ ] shall not have the right to have their life expectancy
recalculated.
If "shall",
[ ] only the Participant shall be
recalculated.
[x] both the Participant and Spouse shall
be recalculated.
[ ] who is recalculated shall be
determined by the Participant.
22. SIGNATURES
(a) EMPLOYER:
Name and address of Employer if different than specified in
Section 1 above.
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This agreement and the corresponding provisions of the
Plan and Trust Basic Plan Document #R1 were adopted by the
Employer the ____ day of _________, 19__ .
Signed for the Employer by:
Title:
Signature:
---------------------------------------------------
The Employer understands that its failure to properly
complete the Adoption Agreement may result in disqualification
of its Plan.
Employer's Reliance: The adopting Employer may not
rely on a notification letter issued by the National Office of
the Internal Revenue Service as evidence that the Plan is
qualified under Code Section 401. In order to obtain reliance
with respect to Plan qualification, the Employer must apply to
the appropriate Key District Office for a determination letter.
This Adoption Agreement may only be used in conjunction
with Basic Plan Document #R1.
(b) TRUSTEE:
Name of Trustee:
Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxx and Xxxxx X. Xxxxxxx
The Employer's Plan as contained herein was accepted by
the Trustee(s) the ___ day of __________, 20___.
Signed for the Trustee by:
Title:
Signature:
--------------------------------
(c) SPONSOR:
The Employer's Agreement and the corresponding
provisions of the Plan and Trust/Custodial Account Basic Plan
Document #R1 were accepted by the Sponsor the ____ day of
______________ , 20__.
Signed for the Sponsor by: Xxxx X. Xxx Xxxxx
Title: President
Signature:
--------------------------------
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