EXHIBIT 10.22
CORDILLERA AND AFFILIATED COMPANIES
401(k) DEFERRED COMPENSATION PLAN
RESTATED ADOPTION AGREEMENT FOR
OCEANIC EXPLORATION COMPANY AND
OCEANIC INTERNATIONAL PROPERTIES CORPORATION
All capitalized terms used in this Adoption Agreement that are
not explicitly defined herein shall have the meanings set
forth in the Cordillera and Affiliated Companies 401(k)
Deferred Compensation Plan.
WHEREAS, the Cordillera and Affiliated Companies 401(k) Deferred Compensation
Plan (the "Plan") provides that any other Affiliate or Associated Company may,
with the consent of Cordillera Corporation (the "Sponsoring Employer"), adopt
the Plan and participate therein by a properly executed document evidencing said
intent of said Affiliate or Associated Company; and
WHEREAS, Oceanic Exploration Company and Oceanic International Properties
Corporation are Associated Companies that have previously adopted the Plan.
NOW, THEREFORE, BE IT RESOLVED THAT Oceanic Exploration Company, on its own
behalf and on behalf of its subsidiary, Oceanic International Properties
Corporation (the two companies shall collectively be referred to as "Adopting
Employer"), hereby ratifies its prior adoption of the Plan, with such
ratification effective as of January 1, 2001, for the benefit of its Eligible
Employees.
RESOLVED FURTHER THAT Adopting Employer agrees to be bound by such terms and
conditions relating to the Plan as the Sponsoring Employer may reasonably
require.
RESOLVED FURTHER THAT Adopting Employer agrees to comply with all qualification
requirements and employee benefit rules of the Code, ERISA and related
regulations and hereby acknowledges the authority of the Sponsoring Employer to
review Adopting Employer's compliance procedures and to require changes in such
procedures to protect the Plan's qualification.
RESOLVED FURTHER THAT Adopting Employer acknowledges that it has assumed all
obligations and liabilities of an Employer under the Plan, and that it will
cooperate with the Sponsoring Employer and Plan officials by providing such
information and taking such other actions as they deem appropriate for the
efficient administration of the Plan and the Trust Fund.
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RESOLVED FURTHER THAT Adopting Employer acknowledges that its status as an
Employer under the Plan is expressly conditioned on its being and continuing to
be an Associated Company of the Sponsoring Employer.
RESOLVED FURTHER THAT this restated adoption agreement shall supercede any prior
adoption agreement executed by Adopting Employer and the Sponsoring Employer.
RESOLVED FURTHER THAT the following provisions shall apply to the Adopting
Employer's Eligible Employees to the extent such provisions differ from those of
the Plan:
1. Section 2.1:
(b) "AFFILIATE" means any business entity which is controlled by
or under common control with Oceanic, within the meaning of
Code sections 414 and 1563. The determination of control shall
be made without reference to paragraphs (a)(4) and (e)(3)(C)
of Code section 1563, and solely for the purposes of applying
the limitations of Articles 6 and 13, the phrase "more than 50
percent" shall be substituted for the phrase "at least 80
percent" each place it appears in Code section 1563(a)(1).
In addition, to the extent required by Code section 414 and
related regulations, Affiliate means--
(1) any member of an affiliated service group (within the
meaning of Code section 414(m)) of which Oceanic or
any Affiliate is a member; and
(2) any entity which, pursuant to Code section 414(o) and
the regulations thereunder, must be aggregated with
Oceanic or any other Affiliate for plan qualification
purposes.
2. Section 2.1:
(g) "BREAK IN SERVICE" means, solely with respect to Employees of
Oceanic and its Affiliates, any year used in measuring Years
of Service in which an Employee is not credited with more than
500 Hours of Service. However, if an Employee is absent from
employment due to pregnancy, birth of the Employee's child,
adoption of a child by the Employee, or child care immediately
following such birth or adoption, any Hour of Service for
which the Employee would have received credit (or if not
determinable, eight hours for each day of absence) during such
absence, up to a maximum of 501 Hours of Service, shall be
credited to the Employee solely to prevent the Employee from
incurring a Break in Service. Any such Hours of Service shall
be credited for the Plan Year in which the absence begins if
necessary to prevent a Break in Service during that Plan Year
and, in all other cases, in the immediately following Plan
Year.
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3. Section 2.1:
(k) "ELIGIBLE EMPLOYEE" means, solely with respect to Employees of
Oceanic and its Affiliates, any Employee except--
(1) any Employee who is included in a unit of Employees
covered by a collective bargaining agreement, if
there is evidence that retirement benefits were the
subject of good faith bargaining, unless such
agreement provides for participation of those
Employees in this Plan;
(2) any Employee who is a nonresident alien and who
receives no earned income from Oceanic or any of its
Affiliates which constitutes income from sources
within the United States;
(3) any Employee who is a leased employee, within the
meaning of Code section 414(n)(2); and
(4) effective from April 1, 2000 through December 31,
2001, any employee of the Alliance Staffing Division
of Oceanic.
4. Section 2.1:
(p) "HOUR OF SERVICE" means, solely with respect to Employees of
Oceanic and its Affiliates--
(1) each hour for which the Employee is paid or entitled
to payment for the performance of duties.
(2) each hour for which the Employee is paid or entitled
to payment on account of a period of time during
which no duties are performed (irrespective of
whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, or leave
of absence. No more than 501 Hours of Service shall
be credited to an Employee on account of any single
continuous period during which the Employee performs
no duties.
(3) each hour for which back pay (irrespective of
mitigation of damages) is either awarded or agreed
to, with no duplication of credit for hours under
paragraph (1) or (2) and this paragraph (3).
(4) each hour credited pursuant to applicable ERISA
regulations for unpaid periods of absence for service
in the United States armed forces or Public Health
Service during which the Employee's reemployment
rights are guaranteed by law, provided that the
Employee is reemployed as an Employee within the time
limits prescribed by such law.
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For any period that includes any hours for which an Hour of
Service would otherwise be credited to an Employee above, the
Benefits Committee may, in accordance with rules applied in a
uniform and nondiscriminatory manner, elect instead to credit
Hours of Service using one or more of the following equivalences:
BASIS UPON WHICH CREDIT GRANTED TO
RECORDS ARE MAINTAINED INDIVIDUAL FOR PERIOD
------------------------------------------ ---------------------------
Shift Actual hours for full shift
Day 10 Hours of Service
Week 45 Hours of Service
Semi-monthly period 95 Hours of Service
Month 190 Hours of Service
------------------------------------------ ---------------------------
Anything to the contrary in this Section 2.1(p)
notwithstanding--
(A) No Hours of Service shall be credited to an Employee
for any period merely because, during such period,
payments are made or due him under a plan maintained
solely for the purpose of complying with applicable
workers' compensation, unemployment compensation, or
disability insurance laws.
(B) No Hours of Service shall be credited to an Employee
with respect to payments solely to reimburse for
medical or medically related expenses.
(C) No Hours of Service shall be credited twice.
(D) Hours of Service shall be credited at least as
liberally as required by the rules set forth in U.S.
Department of Labor Regulation section 2530.200b-2(b)
and (c).
(E) In the case of an Employee who is such solely by
reason of service as a leased employee within the
meaning of section 414(n) or 414(o) of the Code,
Hours of Service shall be credited as if such
Employee were employed and paid with respect to such
service (or with respect to any related absences or
entitlements) by Oceanic or any of its Affiliates
that is the recipient thereof.
5. Section 2.1:
(dd) "YEAR OF SERVICE" means, solely with respect to Oceanic and
its Affiliates, a period of 12 consecutive months during which
the Employee completes at least 1,000 Hours of Service, where
the first such period is measured from the date on
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which the Employee first performs an Hour of Service after
being hired or after being rehired after a Break in Service,
and each subsequent period is the Plan Year, beginning with
the Plan Year that commences with or within the first period.
Effective April 1, 2000, in no event shall an Employee's
employment service with Alliance Staffing Associates, Inc. or
Alliance Services Associates, Inc. be considered for
determining Years of Service hereunder.
Notwithstanding any Plan provision to the contrary, in no
event shall an Employee's Years of Service on or after January
1, 2002 be less than such Employee's Years of Service credited
to him on December 31, 2001 under the Plan as in effect on
that date.
Furthermore, in the case of an Employee who transfers to
Oceanic or one of Oceanic's Affiliates from the Company or one
of the Company's Affiliates, the Employee shall be credited,
in the Plan Year that includes the date of transfer, with 190
Hours of Service for each month prior to the date of transfer
that the Employee was required to be credited with at least
one Hour of Service under 29 CFR section 2530.200b-2.
6. Section 2.1:
(ee) "OCEANIC" means
Oceanic Exploration Company or its successor
in interest.
7. Section 3.1:
3.1 DATE OF PARTICIPATION
Every Employee of Oceanic or one of its Affiliates who was an Eligible
Employee and a Participant on December 31, 2001, and continues to be an
Eligible Employee shall continue to be a Participant thereafter. On and
after January 1, 2002, every other Eligible Employee of Oceanic or one
of its Affiliates shall become a Participant in the Plan on the first
January 1 or July 1 Plan entry date that coincides with or next follows
the date he or she has attained age 21, has completed one Year of
Service, and has become an Eligible Employee.
8. Section 7.1:
(a) VESTING. Solely with respect to Participants who are employed
by Oceanic or one of its Affiliates, each Participant's
interest in his or her Pretax Deferral Account and Rollover
Account shall be fully vested at all times, including the time
at which the Participant attains Normal Retirement Age.
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Solely with respect to Participants who are employed by
Oceanic or one of its Affiliates, each Participant shall vest
in his or her Matching Account based on the Participant's
Years of Service pursuant to the following table:
YEARS OF SERVICE PERCENTAGE VESTED
---------------------------- ---------------------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
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Notwithstanding the above, if a Participant is fully vested in
his Matching Account as of December 31, 2001 or at the time he
transfers to employment with Oceanic or one of Oceanic's
Affiliates from the Company or one of the Company's
Affiliates, then he shall remain fully vested in his Matching
Account at all times.
(b) FORFEITURE AND REINSTATEMENT OF CONTINGENT INTERESTS. Any
portion of a Participant's Matching Account that is not vested
upon a distribution of the Participant's vested Account
balance following Separation from Service shall be forfeited
on such date. If the Participant's vested Account is not
distributed, the nonvested portion of the Account shall be
forfeited when the Participant completes five consecutive
Breaks in Service. Any such forfeiture shall be used as soon
as possible to reduce Matching Contributions made by Oceanic
and its Affiliates.
If a Participant is rehired after incurring five consecutive
Breaks in Service, previously forfeited amounts shall not be
restored to the Participant's Account. If a Participant is
rehired before incurring five consecutive Breaks in Service,
then any amount previously forfeited shall be restored to the
Participant's Account by means of a special contribution by
Oceanic or its Affiliates, but only if the Participant repays,
without interest, to the Plan the full amount of the
distribution received on account of the prior Separation from
Service. The repayment must be made within five years after
the date the Participant is rehired and will be credited to
the Participant's Rollover Account and treated as a fully
vested after-tax payment for purposes of any subsequent
distributions.
If a Participant returns to employment and receives a
reinstatement of a previously forfeited balance, as provided
above, the Participant's vested amount
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in his or her Regular Account prior to the Participant's full
vesting therein shall be equal to--
P(AB + D) - D,
Where P is the vested percentage and AB is the Regular Account
balance at the time the vesting is determined, and D is the
amount of the prior distribution.
* * * * * * * * * *
IN WITNESS WHEREOF, Adopting Employer and the Sponsoring Employer have caused
this restated adoption agreement to be executed by their authorized
representatives.
ADOPTING EMPLOYER
Date 6 December 2001 By /s/ Xxxxxxx X. Xxxx
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Its President
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On behalf of Cordillera Corporation, the
Benefits Committee, which is responsible for
the proper administration of the
above-referenced Plan, hereby consents to
the above adoption and states that no
further instrument of adoption is required.
Date December 7, 2001 By /s/ Xxxx X. Xxxxx
---------------- ---------------------------------------
Member of the Benefits Committee
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