1
EXHIBIT 4.1
----------------------------------------------
XXXXXXX XXXXX
---------
SPECIAL
---------
PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT
----------------------------------------------
401(k) PLAN
EMPLOYEE THRIFT PLAN
PROFIT-SHARING PLAN
LETTER SERIAL NUMBER: D359287b
NATIONAL OFFICE LETTER DATE: 6/29/93
THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS FOR WHICH THE SPONSOR, XXXXXXX LYNCH, PIERCE, XXXXXX
& XXXXX, INCORPORATED, DOES NOT ASSUME RESPONSIBILITY. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.
2
ADOPTION OF PLAN
The Employer named below hereby establishes or restates a profit-sharing plan
that includes a [X] 401(k), [X] profit-sharing and/or [ ] thrift plan feature
(the "Plan") by adopting the Xxxxxxx Xxxxx Special Prototype Defined
Contribution Plan and Trust as modified by the terms and provisions of this
Adoption Agreement.
EMPLOYER AND PLAN INFORMATION
Employer Name:* THE GOOD GUYS, INC.
Business Address: 0000 XXXXXX XXX XXXXXXX
XXXXXXX, XX 00000
Telephone Number: (000) 000-0000
Employer Taxpayer ID Number: 00-0000000
Employer Taxable Year ends on: SEPTEMBER 30TH
Plan Name: THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING PLAN
Plan Number: 002
401(k) PROFIT SHARING THRIFT
Effective Date of Adoption
or Restatement: 05/01/2001 05/01/2001
Original Effective Date: 01/01/1984 10/01/1977
IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, ALL OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN TO
ANY PARTICIPANT WHO HAD AN ACCOUNT BALANCE, WHETHER OR NOT VESTED, IN THE PRIOR
PLAN.
--------------------------
* If there are any Participating Affiliates in this Plan, list below the
proper name of each Participating Affiliate.
THE GOOD GUYS-CALIFORNIA, INC.
______.
______.
2
3
ARTICLE I. DEFINITIONS
A. "COMPENSATION"
(1) With respect to each Participant, except as provided below, Compensation
shall mean the (select all those applicable for each column):
401(k) AND/ PROFIT
OR THRIFT SHARING
[X] [X] (a) amount reported in the "Wages Tips and Other
Compensation" Box on Form VV-2 for the applicable
period selected in Item 5 below.
[ ] [ ] (b) compensation for Code Section 415 safe-harbor
purposes (as defined in Section 3.9.1 (H)(i) of
basic plan document #03) for the applicable period
selected in Item 5 below.
[ ] [ ] (c) amount reported pursuant to Code Section 3401(a)
for the applicable period selected in Item 5 below.
[ ] [ ] (d) all amounts received (under options (a) (b) or (c)
above) for personal services rendered to the
Employer but excluding (select one):
[ ] overtime
[ ] bonuses
[ ] commissions
[ ] amounts in excess of $______
[ ] other (specify)
(2) Treatment of Elective Contributions (select one):
[X] (a) For purposes of contributions, Compensation shall include Elective
Deferrals and amounts excludable from the gross income of the
Employee under Code Section 125, Code Section 402(e)(3), Code
Section 402(h) or Code Section 403(b) ("elective contributions").
[ ] (b) For purposes of contributions, Compensation shall not include
"elective contributions."
(3) CODA Compensation (select one):
[X] (a) For purposes of the ADP and ACP Tests, Compensation shall include
"elective contributions."
[ ] (b) For purposes of the ADP and ACP Tests, Compensation shall not
include "elective contributions."
3
4
(4) With respect to Contributions to an Employer Contributions Account,
Compensation shall include all Compensation (select one):
[ ] (a) during the Plan Year in which the Participant enters the Plan.
[X] (b) after the Participant's Entry Date.
(5) The applicable period for determining Compensation shall be (select one):
[X] (a) the Plan Year.
[ ] (b) the Limitation Year.
[ ] (c) the consecutive 12-month period ending on ______.
B. "DISABILITY"
(1) Definition
Disability shall mean a condition which results in the Participant's
(select one):
[ ] (a) inability to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than 12
months.
[X] (b) total and permanent inability to meet the requirements of the
Participant's customary employment which can be expected to last
for a continuous period of not less than 12 months.
[ ] (c) qualification for Social Security disability benefits.
[ ] (d) qualification for benefits under the Employer's long-term
disability plan.
(2) Contributions Due to Disability (select one):
[X] (a) No contributions to an Employer Contributions Account will be
made on behalf of a Participant due to his or her Disability.
[ ] (b) Contributions to an Employer Contributions Account will be
made on behalf of a Participant due to his or her Disability
provided that: the Employer elected option (a) or (c) above as the
definition of Disability, contributions are not made on behalf of
a Highly Compensated Employee, the contribution is based on the
Compensation each such Participant would have received for the
Limitation Year if the Participant had been paid at the rate of
Compensation paid immediately before his or her Disability, and
contributions made on behalf of such Participant will be
nonforfeitable when made.
4
5
C. "EARLY RETIREMENT" is (select one):
[X] (1) not permitted.
[ ] (2) permitted if a Participant terminates Employment before Normal
Retirement Age and has (select one):
[ ] (a) attained age ___.
[ ] (b) attained age ___ and completed ___ Years of Service.
[ ] (c) attained age ___ and completed ___ Years of Service as a
Participant.
D. "ELIGIBLE EMPLOYEES" (select one):
[ ] (1) All Employees are eligible to participate in the Plan.
[X] (2) The following Employees are not eligible to participate in the Plan
(select all those applicable):
[X] (a) Employees included in a unit of Employees covered by a
collective bargaining agreement between the Employer or a
Participating Affiliate and the Employee representatives (not
including any organization more than half of whose members are
Employees who are owners, officers, or executives of the
Employer or Participating Affiliate) in the negotiation of
which retirement benefits were the subject of good faith
bargaining, unless the bargaining agreement provides for
participation in the Plan.
[X] (b) non-resident aliens who received no earned income from the
Employer or a Participating Affiliate which constitutes income
from sources within the United States.
[ ] (c) Employees of an Affiliate.
[ ] (d) Employees employed in or by the following specified division,
plant, location, job category or other identifiable individual
or group of Employees: ________________.
5
6
E. "ENTRY DATE" Entry Date shall mean (select as applicable):
401(k)
AND/OR PROFIT
THRIFT SHARING
[ ] [ ] (1) If the initial Plan Year is less than twelve months, the ___ day of
__________ and thereafter:
[ ] [ ] (2) the first day of the Plan Year following the date the Employee meets the
eligibility requirements. If the Employer elects this option (2) establishing
only one Entry Date, the eligibility "age and service" requirements elected
in Article II must be no more than age 20-1/2 and 6 months of service.
[ ] [ ] (3) the first day of the month following the date the Employee meets the
eligibility requirements.
[ ] [ ] (4) the first day of the Plan Year and the first day of the seventh month of the
Plan Year following the date the Employee meets the eligibility requirements.
[X] [X] (5) the first day of the Plan Year, the first day of the fourth month of the
Plan Year, the first day of the seventh month of the Plan Year, and the first
day of the tenth month of the Plan Year following the date the Employee meets the
eligibility requirements.
[ ] [ ] (6) other:
provided that the Entry Date or Dates selected are no later than any of the options
above.
F. "HOURS OF SERVICE"
Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:
(1) Eligibility Service: For purposes of determining whether a Participant
has satisfied the eligibility requirements, the following method shall
be used (select one):
401(k)
AND/OR PROFIT
THRIFT SHARING
[X] [X] (a) elapsed time method
[ ] [ ] (b) hourly records method
6
7
(2) Vesting Service: A Participant's nonforfeitable interest shall be
determined on the basis of the method specified below (select one):
[X] (a) elapsed time method
[ ] (b) hourly records method
[ ] (c) If this item (c) is checked, the Plan only provides for
contributions that are always 100% vested and this item (2)
will not apply.
(3) Hourly Records: For the purpose of determining Hours of Service under
the hourly record method (select one):
[ ] (a) only actual hours for which an Employee is paid or entitled to
payment shall be counted.
[ ] (b) an Employee shall be credited with 45 Hours of Service if such
Employee would be credited with at least 1 Hour of Service
during the week.
G. "INTEGRATION LEVEL"
[X] (1) This Plan is not integrated with Social Security.
[ ] (2) This Plan is integrated with Social Security. The Integration Level
shall be (select one):
[ ] (a) the Taxable Wage Base.
[ ] (b) $_______ (a dollar amount less than the Taxable Wage Base).
[ ] (c) _____% of the Taxable Wage Base (not to exceed 100%).
[ ] (d) the greater of $10,000 or 20% of the Taxable Wage Base.
H. "LIMITATION COMPENSATION"
For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):
[ ] (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i) of
basic plan document #03.
[X] (2) the "Wages, Tips and Other Compensation" Box on Form W-2.
[ ] (3) Code Section 3401(a) Federal Income Tax Withholding.
I. "LIMITATION YEAR"
For purposes of Code Section 415, the Limitation Year shall be (select one):
[X] (1) the Plan Year.
[ ] (2) the twelve consecutive month period ending on the __ day of the
month of _____________.
7
8
J. "NET PROFITS" are (select one):
[X] (1) not necessary for any contribution.
[ ] (2) necessary for (select all those applicable):
[ ] (a) Profit-Sharing Contributions.
[ ] (b) Matching 401(k) Contributions.
[ ] (c) Matching Thrift Contributions.
K. "NORMAL RETIREMENT AGE"
Normal Retirement Age shall be (select one):
[X] (1) attainment of age 65 (not more than 65) by the Participant.
[ ] (2) attainment of age __ (not more than 65) by the Participant or
the ___ anniversary (not more than the 5th) of the first day of
the Plan Year in which the Eligible Employee became a
Participant, whichever is later.
[ ] (3) attainment of age __ (not more than 65) by the Participant or
the ___ anniversary (not more than the 5th) of the first day on
which the Eligible Employee performed an Hour of Service,
whichever is later.
L. "PARTICIPANT DIRECTED ASSETS" are:
401(k) AND/ PROFIT
OR THRIFT SHARING
[X] [X] (1) permitted.
[ ] [ ] (2) not permitted.
M. "PLAN YEAR"
The Plan Year shall end on the 30th day of SEPTEMBER.
N. "PREDECESSOR SERVICE"
Predecessor service will be credited (select one):
[X] (1) only as required by the Plan.
[ ] (2) to include, in addition to the Plan requirements and subject to
the limitations set forth below, service with the following
predecessor employer(s) determined as if such predecessors were
the Employer: ________.
8
9
Service with such predecessor employer applies [select either or both (a)
and/or (b); (c) is only available in addition to (a) and/or (b)]:
[ ] (a) for purposes of eligibility to participate;
[ ] (b) for purposes of vesting;
[ ] (c) except for the following service: ______________.
O. "VALUATION DATE"
Valuation Date shall mean (select one for each column, as applicable):
401(k) AND/ PROFIT
OR THRIFT SHARING
[ ] [ ] (1) the last business day of each month.
[ ] [ ] (2) the last business day of each quarter within the Plan Year.
[ ] [ ] (3) the last business day of each semi-annual period within the Plan Year.
[ ] [ ] (4) the last business day of the Plan Year.
[X] [X] (5) other: THE CLOSE OF BUSINESS EACH DAY.
ARTICLE II. PARTICIPATION
PARTICIPATION REQUIREMENTS
An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):
401(k) AND/ PROFIT
OR THRIFT SHARING
[ ] [ ] (1) Performance of one Hour of Service.
[ ] [ ] (2) Attainment of age __ (maximum 20 1/2) and completion
of _______ (not more than 1/2) Years of Service. If
this item is selected, no Hours of Service shall be
counted.
[X] [X] (3) Attainment of age 0 (maximum 21) and completion of
1/4 Year(s) of Service. If more than one Year of
Service is selected, the immediate 100% vesting
schedule must be selected in Article VII of this
Adoption Agreement.
9
10
401(k) AND/ PROFIT
OR THRIFT SHARING
[ ] [ ] (4) Attainment of age__ (maximum 21) and completion of
___ Year(s) of Service. If more than one Year of
Service is selected, the immediate 100% vesting
schedule must be selected in Article VII of this
Adoption Agreement.
[ ] [ ] (5) Each Employee who is an Eligible Employee on ______
will be deemed to have satisfied the participation
requirements on the effective date without regard to
such Eligible Employee's actual age and/or service.
ARTICLE III. 401(k) CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. ELECTIVE DEFERRALS
If selected below, a Participant's Elective Deferrals will be (select all
applicable):
[X] (1) a dollar amount or a percentage of Compensation, as specified by
the Participant on his or her 401(k) Election form, which may not
exceed 20% of his or her Compensation.
[ ] (2) with respect to bonuses, such dollar amount or percentage as
specified by the Participant on his or her 401 (k) Election form
with respect to such bonus.
B. MATCHING 401(k) CONTRIBUTIONS
If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):
[ ] (1) Discretionary Formula:
Discretionary Matching 401(k) Contribution equal to such a dollar
amount or percentage of Elective Deferrals, as determined by the
Employer, which shall be allocated (select one):
[ ] (a) based on the ratio of each Participant's Elective Deferral
for the Plan Year to the total Elective Deferrals of all
Participants for the Plan Year. If inserted, Matching
401(k) Contributions shall be subject to a maximum amount
of $______ for each Participant or ______% of each
Participant's Compensation.
10
11
[ ] (b) in an amount not to exceed ______% of each Participant's
first ______% of Compensation contributed as Elective
Deferrals for the Plan Year. If any Matching 401(k)
Contribution remains, it is allocated to each such
Participant in an amount not to exceed _____% of the next
_____% of each Participant's Compensation contributed as
Elective Deferrals for the Plan Year.
Any remaining Matching 401(k) Contribution shall be allocated to each
such Participant in the ratio that such Participant's Elective
Deferral for the Plan Year bears to the total Elective Deferrals of
all such Participants for the Plan Year. If inserted, Matching 401(k)
Contributions shall be subject to a maximum amount of $______ for each
Participant or ______% of each Participant's Compensation.
[ ] (2) Nondiscretionary Formula:
A nondiscretionary Matching 401(k) Contribution for each Plan Year
equal to (select one):
[ ] (a) ______% of each Participant's Compensation contributed as
Elective Deferrals. If inserted, Matching 401(k)
Contributions shall be subject to a maximum amount of
$______ for each Participant or ______% of each
Participant's Compensation.
[ ] (b) ______% of the first ______% of the Participant's
Compensation contributed as Elective Deferrals and ______%
of the next ___% of the Participant's Compensation
contributed as Elective Deferrals. If inserted, Matching
401(k) Contributions shall be subject to a maximum amount
of $_____ for each Participant or ____% of each
Participant's Compensation.
C. PARTICIPANTS ELIGIBLE FOR MATCHING 401(k) CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):
[ ] (1) Any Participant who makes Elective Deferrals.
[ ] (2) Any Participant who satisfies those requirements elected by the
Employer for an allocation to his or her Employer Contributions
Account as provided in Article IV Section C.
[ ] (3) Solely with respect to a Plan in which Matching 401(k)
Contributions are made quarterly (or on any other regular interval
that is more frequent than annually) any Participant whose 401(k)
Election is in effect throughout such entire quarter (or other
interval). ______ (quarterly, monthly or semi-annual)
11
12
D. QUALIFIED MATCHING CONTRIBUTIONS
If selected-below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Matching
Contributions on behalf of (select one):
[ ] (a) all Participants who make Elective Deferrals in that Plan
Year.
[ ] (b) only those Participants who are Nonhighly Compensated
Employees and who make Elective Deferrals for that Plan Year.
(2) Qualified Matching Contributions will be contributed and allocated to
each Participant in an amount equal to (select one):
[ ] (a) ______% of the Participant's Compensation contributed as
Elective Deferrals. If inserted, Qualified Matching
Contributions shall not exceed ______% of the Participant's
Compensation.
[ ] (b) Such an amount, determined by the Employer, which is needed to
meet the ACP Test.
(3) In its discretion, the Employer may elect to designate all or any part
of Matching 401(k) Contributions as Qualified Matching Contributions
that are taken into account as Elective Deferrals -included in the ADP
Test and excluded from the ACP Test -on behalf of (select one):
[ ] (a) all Participants who make Elective Deferrals for that Plan
Year.
[ ] (b) Only Participants who are Nonhighly Compensated Employees who
make Elective Deferrals for that Plan Year.
E. QUALIFIED NONELECTIVE CONTRIBUTIONS
If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Nonelective
Contributions on behalf of (select one):
[ ] (a) all Eligible Participants.
[X] (b) only Eligible Participants who are Nonhighly Compensated
Employees.
12
13
(2) Qualified Nonelective Contributions will be contributed and allocated
to each Eligible Participant in an amount equal to (select one):
[ ] (a) ______% (no more than 15%) of the Compensation of each
Eligible Participant eligible to share in the allocation.
[X] (b) Such an amount determined by the Employer, which is needed to
meet either the ADP Test or ACP Test.
(3) At the discretion of the Employer, as needed and taken into account as
Elective Deferrals included in the ADP Test on behalf of (select one):
[ ] (a) all Eligible Participants.
[X] (b) only those Eligible Participants who are Nonhighly Compensated
Employees.
F. ELECTIVE DEFERRALS USED IN ACP TEST (select one):
[ ] (1) At the discretion of the Employer, Elective Deferrals may be used
to satisfy the ACP Test.
[ ] (2) Elective Deferrals may not be used to satisfy the ACP Test.
G. MAKING AND MODIFYING A 401(k) ELECTION
An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):
[ ] (1) annually.
[ ] (2) semi-annually.
[X] (3) quarterly.
[ ] (4) monthly
[ ] (5) other (specify): _____.
Any such increase, decrease or resumption shall be effective as of the
first payroll period coincident with or next following the first day
of each period set forth above. A Participant may completely
discontinue making Elective Deferrals at any time effective for the
payroll period after written notice is provided to the Administrator.
13
14
ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. PROFIT-SHARING CONTRIBUTIONS
If selected below, the following contributions for each Plan Year will be made:
Contributions to Employer Contributions Accounts (select one):
[X] (a) Such an amount, if any, as determined by the Employer.
[ ] (b) _____% of each Participant's Compensation.
B. ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select
one):
[X] (1) Non-Integrated Allocation
The Employer Contributions Account of each Participant eligible
to share in the allocation for a Plan Year shall be credited
with a portion of the contribution, plus any forfeitures if
forfeitures are reallocated to Participants, equal to the ratio
that the Participant's Compensation for the Plan Year bears to
the Compensation for that Plan Year of all Participants
entitled to share in the contribution.
[ ] (2) Integrated Allocation
Contributions to Employer Contributions Accounts with respect
to a Plan Year, plus any forfeitures if forfeitures are
reallocated to Participants, shall be allocated to the Employer
Contributions Account of each eligible Participant as follows:
(a) First, in the ratio that each such eligible Participant's
Compensation for the Plan Year bears to the Compensation
for that Plan Year of all eligible Participants but not in
excess of 3% of each Participant's Compensation.
(b) Second, any remaining contributions and forfeitures will
be allocated in the ratio that each eligible Participant's
Compensation for the Plan Year in excess of the
Integration Level bears to all such Participants' excess
Compensation for the Plan Year but not in excess of 3%.
14
15
(c) Third, any remaining contributions and forfeitures will be
allocated in the ratio that the sum of each Participant's
Compensation and Compensation in excess of the Integration
Level bears to the sum of all Participants' Compensation
and Compensation in excess of the Integration Level, but
not in excess of the Maximum Profit-Sharing Disparity Rate
(defined below).
(d) Fourth, any remaining contributions or forfeitures will be
allocated in the ratio that each Participant's Compensation
for that year bears to all Participants' Compensation for
that year.
The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:
(a) 2.7% or
(b) The applicable percentage determined in accordance with the
following table:
IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")). THE APPLICABLE PERCENTAGE IS:
20% (or $10,000 if greater)
or less of the TWB 2.7%
More than 20% (but not less
than $10,001 but not
more than 80% of the TWB 1.3%
More than 80% but not less
than 100% of the TWB 2.4%
100% of the TWB 2.7%
15
16
C. PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):
[ ] (1) Any Participant who was employed during the Plan Year.
[ ] (2) In the case of a Plan using the hourly record method for
determining Vesting Service, any Participant who was credited
with a Year of Service during the Plan Year.
[X] (3) Any Participant who was employed on the last day of the Plan
Year.
[X] (4) Any Participant who was on a leave of absence on the last day
of the Plan Year.
[X] (5) Any Participant who during the Plan Year died or became
Disabled while an Employee or terminated employment after
attaining Normal Retirement Age.
[ ] (6) Any Participant who was credited with at least 501 Hours of
Service whether or not employed on the last day of the Plan
Year.
[ ] (7) Any Participant who was credited with at least 1,000 Hours of
Service and was employed on the last day of the Plan Year.
ARTICLE X. XXXXXX CONTRIBUTIONS
A. EMPLOYEE THRIFT CONTRIBUTIONS
If selected below, Employee Thrift Contributions, which are required for
Matching Thrift Contributions, may be made by a Participant in an amount equal
to (select one):
[ ] (1) A dollar amount or a percentage of the Participant's
Compensation which may not be less than ______% nor may not
exceed ______% of his or her Compensation.
[ ] (2) An amount not less than ______% of and not more than ______%
of each Participant's Compensation.
16
17
B. MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION
A Participant shall be entitled to increase, decrease or resume his or her
Employee Thrift Contribution percentage with the following frequency during the
Plan Year (select one):
[ ] (1) annually
[ ] (2) semi-annually
[ ] (3) quarterly
[ ] (4) monthly
[ ] (5) other (specify): _____.
Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice
is provided to the Administrator.
X. XXXXXX MATCHING CONTRIBUTIONS
If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):
[ ] (1) Discretionary Formula:
A discretionary Matching Thrift Contribution equal to such a dollar
amount or percentage as determined by the Employer, which shall be
allocated (select one):
[ ] (a) based on the ratio of each Participant's Employee
Thrift Contribution for the Plan Year to the total Employee
Thrift Contributions of all Participants for the Plan Year.
If inserted, Matching Thrift Contributions shall be subject
to a maximum amount of $____ for each Participant or ___% of
each Participant's Compensation.
[ ] (b) in an amount not to exceed _____% of each Participant's first
______% of Compensation contributed as Employee Thrift
Contributions for the Plan Year. If any Matching Thrift
Contribution remains, it is allocated to each such Participant
in an amount not to exceed _____% of the next _____% of each
Participant's Compensation contributed as Employee Thrift
Contributions for the Plan Year.
Any remaining Matching Thrift Contribution shall be allocated to each such
Participant in the ratio that such Participant's Employee Thrift
Contributions for the Plan Year bears to the total Employee Thrift
Contributions of all such Participants for the Plan Year. If inserted,
Matching Thrift Contributions shall be subject to a maximum amount of $____
for each Participant or _____% of each Participant's Compensation.
17
18
[ ] (2) Nondiscretionary Formula:
A nondiscretionary Matching Thrift Contribution for each Plan Year equal
to (select one):
[ ] (a) ______% of each Participant's Compensation contributed as
Employee Thrift Contributions. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount of $______
for each Participant or ______% of each Participant's
Compensation.
[ ] (b) ______% of the first ______% of the Participant's Compensation
contributed as Employee Thrift Contributions and ______% of the
next ______% of the Participant's Compensation contributed as
Employee Thrift Contributions. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount of $______
for each Participant or ______% of each Participant's
Compensation.
D. QUALIFIED MATCHING CONTRIBUTIONS
If selected below; the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Matching
Contributions on behalf of (select one):
[ ] (a) all Participants who make Employee Thrift Contributions.
[ ] (b) only those Participants who are Nonhighly Compensated
Employees and who make Employee Thrift Contributions.
(2) Qualified Matching Contributions will be contributed and allocated
to each Participant in an amount equal to:
[ ] (a) ______% of the Participant's Employee Thrift Contributions.
If inserted, Qualified Matching Contributions shall not
exceed ______% of the Participant's Compensation.
[ ] (b) such an amount, determined by the Employer, which is needed
to meet the ACP Test.
ARTICLE VI. PARTICIPANT CONTRIBUTIONS
PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS
Participant Voluntary Nondeductible Contributions are (select one):
[ ] (a) permitted.
[X] (b) not permitted.
18
19
ARTICLE VII. VESTING
A. Employer Contribution Accounts
(1) A Participant shall have a vested percentage in his or her Profit-Sharing
Contributions, Matching 401(k) Contributions and/or Matching Thrift
Contributions, if applicable, in accordance with the following schedule
(Select one):
MATCHING 401(k)
AND/OR MATCHING PROFIT-SHARING
THRIFT CONTRIBUTIONS CONTRIBUTIONS
[ ] [ ] (a) 100% vesting immediately upon participation.
[ ] [ ] (b) 100% after ____ (not more than 5) years of
Vesting Service.
[X] [X] (c) Graded vesting schedule:
0% 20% after 1 year of Vesting Service;
20% 40% after 2 years of Vesting Service;
35% 60% (not less than 20%) after 3 years of Vesting Service;
50% 80% (not less than 40%) after 4 years of Vesting Service;
65% 100% (not less than 60%) after 5 years of Vesting Service;
80% 100% (not less than 80%) after 6 years of Vesting Service;
100% after 7 years of Vesting Service.
19
20
(2) Top Heavy Plan
MATCHING 401(k)
AND/OR MATCHING PROFIT-SHARING
THRIFT CONTRIBUTIONS CONTRIBUTIONS
Vesting Schedule (Select one):
[ ] [ ] (a) 100% vesting immediately upon participation.
[ ] [ ] (b) 100% after _____ (not more than 3) years of
Vesting Service.
[X] [X] (c) Graded vesting schedule:
0% 20% after 1 year of Vesting Service;
20% 40% (not less than 20%) after 2 years of Vesting Service;
35% 60% (not less than 40%) after 3 years of Vesting Service;
65% 80% (not less than 60%) after 4 years of Vesting Service;
80% 100% (not less than 80%) after 5 years of Vesting Service;
100% after 6 years of Vesting Service.
Top Heavy Ratio:
(a) If the adopting Employer maintains or has ever maintained a qualified
defined benefit plan, for purposes of establishing present value to
compute the top-heavy ratio, any benefit shall be discounted only for
mortality and interest based on the following:
Interest Rate: 8%
Mortality Table: UP '84
(b) For purposes of computing the top-heavy ratio, the valuation date shall
be the last business day of each Plan Year.
20
21
B. ALLOCATION OF FORFEITURES
Forfeitures shall be (select one from each applicable column):
MATCHING 401(k)
AND/OR MATCHING PROFIT-SHARING
THRIFT CONTRIBUTIONS CONTRIBUTIONS
[ ] [ ] (1) used to reduce Employer contributions for succeeding
Plan Year.
[X] [X] (2) allocated in the succeeding Plan Year in the ratio
which the Compensation of each Participant for the Plan
Year bears to the total Compensation of all Participants
entitled to share in the Contributions. If the Plan is
integrated with Social Security, forfeitures shall be
allocated in accordance with the formula elected by the
Employer.
C. VESTING SERVICE
For purposes of determining Years of Service for Vesting Service [select (1) or
(2) and/or (3)]:
[X] (1) All Years of Service shall be included.
[ ] (2) Years of Service before the Participant attained age 18 shall be
excluded.
[ ] (3) Service with the Employer prior to the effective date of the Plan
shall be excluded.
ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS,
IN-SERVICE WITHDRAWALS AND LOANS
A. DEFERRAL OF BENEFIT DISTRIBUTIONS
401(k) AND/ PROFIT
OR THRIFT SHARING
[ ] [ ] If this item is checked, a Participant's vested benefit in his or her
Employer Accounts shall be payable as soon as practicable after the
earlier of: (1) the date the Participant terminates Employment due to
Disability or (2) the end of the Plan Year in which a terminated
Participant attains Early Retirement Age, if applicable, or Normal
Retirement Age.
21
22
B. IN-SERVICE DISTRIBUTIONS
[X] (1) In-service distributions may be made from any of the
Participant's vested Accounts, at any time upon or after the
occurrence of the following events (select all applicable):
[X] (a) a Participant's attainment of age 59-1/2.
[X] (b) due to hardships as defined in Section 5.9 of the Plan.
[ ] (2) In-service distributions are not permitted.
C. LOANS ARE:
401(k) AND/ PROFIT
OR THRIFT SHARING
[X] [X] (1) permitted.
[ ] [ ] (2) not permitted.
ARTICLE IX. GROUP TRUST
[ ] If this item is checked, the Employer elects to establish a Group Trust
consisting of such Plan assets as shall from time to time be transferred to
the Trustee pursuant to Article X of the Plan. The Trust Fund shall be a
Group Trust consisting of assets of this Plan plus assets of the following
plans of the Employer or of an Affiliate: _____________.
ARTICLE X. MISCELLANEOUS
A. IDENTIFICATION OF SPONSOR
The address and telephone number of the Sponsor's authorized
representative is 000 Xxxxxxxx Xxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000;
(000) 000-0000. This authorized representative can answer inquiries
regarding the adoption of the Plan, the intended meaning of any Plan
provisions, and the effect of the opinion letter.
The Sponsor will inform the adopting Employer of any amendments made to
the Plan or the discontinuance or abandonment of the Plan.
22
23
B. PLAN REGISTRATION
1. Initial Registration
This Plan must be registered with the Sponsor, Xxxxxxx Lynch,
Pierce, Xxxxxx & Xxxxx Incorporated, in order to be considered a
Prototype Plan by the Sponsor. Registration is required so that the
Sponsor is able to provide the Administrator with documents, forms
and announcements relating to the administration of the Plan and
with Plan amendments and other documents, all of which relate to
administering the Plan in accordance with applicable law and
maintaining compliance of the Plan with the law.
The Employer must complete and sign the Adoption Agreement. Upon
receipt of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated. The Adoption Agreement will be countersigned by an
authorized representative and a copy of the countersigned Adoption
Agreement will be returned to the Employer.
2. Registration Renewal
Annual registration renewal is required in order for the Employer
to continue to receive any and all necessary updating documents.
There is an annual registration renewal fee in the amount set forth
with the initial registration material. The adopting Employer
authorizes Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, to
debit the account established for the Plan for payment of agreed
upon annual fee; provided, however, if the assets of an account are
invested solely in Participant-Directed Assets, a notice for this
annual fee will be sent to the Employer annually. The Sponsor
reserves the right to change this fee from time to time and will
provide written notice in advance of any change.
C. PROTOTYPE REPLACEMENT PLAN
This Adoption Agreement is a replacement prototype plan for the (1)
Xxxxxxx Xxxxx Special Prototype Defined Contribution Plan and Trust -
401(k) Plan #03-004 and (2) Xxxxxxx Xxxxx Asset Management, Inc., Special
Prototype Defined Contribution Plan and Trust - 401(k) Plan Adoption
Agreement #03-004.
D. RELIANCE
The adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this Plan
is qualified under Code Section 401. In order to obtain reliance, the
Employer must apply to the appropriate Key District Director of the
Internal Revenue Service for a determination letter with respect to the
Plan.
23
24
EMPLOYER'S SIGNATURE
Name of Employer: THE GOOD GUYS-CALIFORNIA, INC.
---------------------------------------- (X)
By: /s/ Xxxxxx X. Xxxxxxxxxx CFO
---------------------------------------------- (X)
Authorized Signature
Xxxxxx X. Xxxxxxxxxx
---------------------------------------------- (X)
Print Name
Vice President, Finance & Chief Fin. Officer (X)
----------------------------------------------
Title
DATED: March 23, 2001, 19 (X)
---------------------- ----
TO BE COMPLETED BY XXXXXXX XXXXX:
SPONSOR ACCEPTANCE:
Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by Xxxxxxx Lynch, Pierce, Xxxxxx
& Xxxxx Incorporated as the Prototype Sponsor.
Authorized
Signature:
---------------------------------------------------
24
25
TRUSTEE(S) SIGNATURE
This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a Xxxxxxx Xxxxx Trust Company as Trustee.
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
AS TRUSTEE:
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
------------------------------- ---------------------------------- (X)
(Signature) (print or type name)
DATED: , 19
----------------------------- ----- (X)
25
26
THE XXXXXXX XXXXX TRUST COMPANIES AS TRUSTEE
This Trustee Acceptance and designation of Investment Committee are to be
completed only when a Xxxxxxx Xxxxx Trust Company is appointed as Trustee.
TO BE COMPLETED BY THE EMPLOYER:
DESIGNATION OF INVESTMENT COMMITTEE
The Investment Committee for the Plan is (print or type names):
Name: Xxxxxx X. Xxxxxxx, Founder, Chairman & CEO
--------------------------------------------------------------------------
Name: Xxxxxxx X. Xxxxxx, President
--------------------------------------------------------------------------
Name: Xxxxx X. Xxxxxxxx, Vice President, Merchandising
--------------------------------------------------------------------------
Name: Xxxxxx X. Xxxxxxxx, Vice President, Administration
--------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------
TO BE COMPLETED BY XXXXXXX XXXXX TRUST COMPANY:
ACCEPTANCE BY TRUSTEE:
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
SEAL MERRILL XXXXX TRUST COMPANY [___________________]
By: _________________________________
DATED: ______________, 19___
26
27
THE XXXXXXX XXXXX TRUST COMPANIES AS ONE OF THE TRUSTEES
This Trustee Acceptance is to be completed only if, in addition to a
Xxxxxxx Xxxxx Trust Companies as Trustee, the Employer appoints an
additional Trustee of a second trust fund.
The undersigned hereby accept all of the terms, conditions, and
obligations of appointment as Trustee under the Plan. If the Employer has
elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.
AS TRUSTEE
___________________________________ ________________________________
(Signature) (print or type name)
DATED: ___________________, 19___
SEAL MERRILL XXXXX TRUST COMPANY [____________________]
By: _______________________________
DATED: ___________________, 19___
DESIGNATION OF INVESTMENT COMMITTEE
The Investment Committee for the Plan is (print or type names):
Name: __________________________________________________________________________
Name: __________________________________________________________________________
Name: __________________________________________________________________________
Name: __________________________________________________________________________
27
28
ADDENDUM A
ADDENDUM TO THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING PLAN PURSUANT TO
SECTION 11.2.1 OF THE PLAN
411(d)(6) PROTECTED BENEFITS ATTACHMENT TO THE GOOD GUYS DEFERRED PAY AND
PROFIT-SHARING PLAN
Pursuant to Section 11.2.1(D) of the Base Plan Document #03, any Participant
who was a participant in The Good Guys Profit-Sharing Plan, (the "Profit-Sharing
Plan") shall not have the following "Withdrawal" provision eliminated or altered
as it pertains to participant account balances as of April 30, 2001. Each
Participant who is 100% vested in his or her Profit-Sharing Plan Accounts may
annually withdraw all or a portion of the balances in such Accounts (other than
any portion of his or her Profit-Sharing Plan Accounts attributable to Matching
Contributions).
VESTING SCHEDULE
The vesting schedule applicable to contributions and forfeitures under the
Profit-Sharing Plan allocated before the Effective Date of Restatement, as set
out in Addendum B, shall continue in effect for such contribution and
forfeitures, subject to Section 11.2.1(E) of the Base Plan Document #03.
29
ADDENDUM B
ADDENDUM TO THE GOOD GUYS DEFERRED PAY AND PROFIT-SHARING
CONTRIBUTION VESTING SCHEDULE
------------ ----------------
- Profit-Sharing Contributions and
Forfeitures allocated for Plan Years ending
On or before September 30, 1999 7 years
- Matching Contributions for the period
January 1, 1998 to September 30, 1999 7 years
- Forfeitures (and Discretionary
Contributions) allocated for Plan Years
Beginning on or after October 1, 1999 5 years
7 YEAR SCHEDULE 5 YEAR SCHEDULE
--------------- ---------------
0-2 Years 0% 0-1 Year 0%
2 Years 20% 1 Year 20%
3 Years 35% 2 Years 40%
4 Years 50% 3 Years 60%
5 Years 65% 4 Years 80%
6 Years 80% 5 Years 100%
7 Years 100%
