EXHIBIT 10.3
Pension Plan and Trust Agreement
Plan __
[LOGO] XXXXXXX
401(k)Plan
Adoption Agreement
The undersigned (the "Employer") establishes or amends the (Sponsor
automatically inserts employer's name) 401(k) Plan, by completing this Adoption
Agreement adopting or amending the plan in the form of the Prototype 401(k) Plan
attached.
I. ELIGIBILITY
A. To become a Participant who is eligible to make a salary reduction
election and/or to receive allocations of Deferred Cash Contributions,
an Employee need not complete any period of Service
[X] or, if this box is checked, an Employee must complete 1 Year of
Service, (insert no more than "1").
B. An Employee who meets the above requirements for eligibility to make a
salary reduction election and/or to receive allocations of Deferred
Cash Contributions shall become such an eligible Participant on the
first day the requirements are met
[ ] or, if this box is checked, on the first day of the next month
[ ] or, if this box is checked, on the first day of the next pay
period
[X] or, if this box is checked, on the first day of the next quarter
of the Plan Year.
C. To become a Participant who is eligible to receive allocations of
Employer Matching Contributions and/or Employer Profit Sharing
Contributions, an Employee must complete 1 Year of Service
[ ] or, if this box is checked, an Employee must complete
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Year(s) of Service, (insert "2" or less; select more than _ only
if the Employer selects full and immediate vesting in Section
V.A. and B. below; insert "0" for no waiting period).
D. An Employee who meets the above requirements for eligibility to
receive allocations of Employer Matching Contribution and/or Employer
Profit Sharing Contributions shall become such an eligible Participant
on the first day the requirements are met
[ ] or, if this box is checked, on the first day of the next month
[ ] or, if this box is checked, on the first day of the next pay
period
[X] or, if this box is checked, on the first day of the next quarter
of the Plan Year.
E. The number of Hours of Service required to have a Year of Service is
1000
[ ] or, if this box is checked, (insert less than "1000").
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However, if the Year(s) of Service selected in Section I.A. or
I.C. above is or includes a fractional year, an Employee is not
required to complete any specified number of Hours of Service to
receive eligibility credit for such fractional year.
F. For purposes of calculating periods of Service, the Employer shall
calculate periods of Service based on an actual count of the Hours of
Service an Employee performs
[ ] or, if this box is checked, an Employee shall be credited with 45
Hours of Service for each week during which the Employee performs
an actual Hour of Service.
G. Before an Employee may become a Participant, the Employee need not
attain any minimum age
[ ] or, if this box is checked, an Employee must be at least
--------
(insert "21" or less) years of age.
H. For purposes of determining the Employees that are entitled to become
Participants and which organizations and/or entities constitute the
Employer, "Employer" shall include all organizations and entities
aggregated with the adopting organizations or entity pursuant to the
provisions of Code Section 414
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[ ] or, if this box is checked, "Employer" shall include the adopting
organization or entity and the following additional organizations
or entities:
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I. All Employees are entitled to be Participants except (one or more may
be selected):
[ ] Non-resident aliens who receive no earned income from the
Employer which constitutes income from sources within the United
States;
[ ] Individuals covered by a collective bargaining contract which
meets the requirements specified in the Plan;
[ ] Salaried Employees;
[ ] Hourly-paid Employees;
[ ] Piece-rate Employees;
[X] Employees paid by commission;
[ ] Employees covered by another retirement plan to which the
Employer is required to contribute; and
[ ] Employees in the following non-discriminatory classification:
Contract Employees.
NOTE: If Employees are excluded from the Plan under one or more of the
classifications above (not including the first two classifications), the
Plan must satisfy on a continuing basis the coverage, nondiscrimination,
and participation requirements of Code Sections 410(b), 401(a)(4), and
401(a)(26).
II. SALARY REDUCTIONS AND DEFERRED CASH CONTRIBUTIONS
For each Plan Year, the Employer will make the following contribution to
the Trust on behalf of each eligible Participant:
Select and Complete if [X](A) A Salary Reduction Contribution equal to
Salary Reduction Con- the portion of the Compensation otherwise
tributions are Desired payable to the Participant that the
Participant has elected to contribute to
the Trust. The Participant's election shall
specify the amount of the Compensation to
be contributed, which amount shall be not
less than 0% (insert "0" or more, but not
more than the next chosen number) and not
more than 15% (insert "20" or less, but not
less than the previously chosen number) of
the Participant's Compensation for the Plan
Year.
Select and Complete if [ ](B) A Deferred Cash Contribution equal to that
Deferred Cash Contri- portion of the Deferred Cash Allocation for
butions are Desired the Plan Year which the eligible
Participant has not elected to receive in
cash. The Deferred Cash Allocation for this
purpose shall be an amount equal to the
percentage of the eligible Participant's
Compensation as is determined by the
Employer for each Plan Year (which
percentage shall be the same for each
Participant)
[ ] or, if the box is checked, % of the
---
eligible Participant's Compensation.
III. PROFIT SHARING CONTRIBUTIONS
For each Plan Year, the Employer will not make an Employer Profit Sharing
Contribution
Select if Profit Sharing [X] or, if this box is checked, the
Contributions are Desired Employer will make an Employer Profit
Sharing Contribution equal to the
amount, if any, determined by the
Employer for each Plan Year.
IV. MATCHING CONTRIBUTIONS
A. For each Plan Year, the Employer will not make an Employer Matching
Contribution
Select and Complete if [X] or, if this box is checked, the
Employer Matching Contri- Employer will make an Employer Matching
butions are Desired Contribution on behalf of each
Participant who, pursuant to Section VI
below, is eligible to receive an
allocation; such contribution shall be
equal to the percentage indicated in
(B) below of aggregate:
Select One or More if [X] (i) Salary Reduction Contributions
Employer Matching
Contributions have been [ ] (ii) Deferred Cash Contributions
Selected
[ ] (iii) Nondeductible Voluntary
Contributions
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B. The Employer Matching Contribution made on behalf of each Participant
shall be equal to a percentage of the Participant's contributions
selected in (A) above; which percentage shall be equal to at least:
[ ] (i) %
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[ ] (ii) the sum of 100% of such contributions
which are not in excess of 3% of the
Participant's Compensation plus O% of such
contributions which are in excess of 3% of
the Participant's Compensation, but not in
excess of 3% of the Participant's
Compensation
[ ] (iii) the sum of % of such contributions
----
which are not in excess of dollars, plus
----
% of such contributions which are in
---
excess of dollars, but not in excess of
----
dollars.
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NOTE: If (ii) or (iii) above are completed with the second matching
percentage (following the word "plus") greater than the first matching
percentage (following the words "the sum of"), the IRS may deem the plan to
be discriminatory under Code Section 401(a)(4).
C. The Employer will make Employer Matching Contributions regardless of
the dollar amount or percent of the Participant's aggregate
contribution indicated in (A) above
[ ] or, if this box is checked, the Employer
shall make an Employer Matching Contribution
on behalf of a Participant but only if the
Participant's aggregate contributions
indicated in (A) above equal or exceed
(insert "$0", a higher dollar amount
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or a percentage which is not in excess of the
next chosen number) of such Participant's
Compensation and then only to the extent that
the aggregate amount of the contributions
designated in A.(i), A.(ii) or A.(iii) which
are allocated to the Participant's Account
for such Plan Year does not exceed
(insert a percentage or dollar
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amount) of the Participant's Compensation.
V. VESTING OF EMPLOYER CONTRIBUTIONS
NOTE: Make selections in Section V. only if Employer Profit Sharing
Contributions and/or Employer Matching Contributions have been selected.
A. Employer Profit Sharing Contributions shall be immediately vested and
nonforfeitable.
Select One if [X] (1) or, if this box is checked, vested at the
Desired, and rate specified in Column 1 below.
Complete if
Necessary [ ] (2) or, if this box is checked, vested at the
rate specified in Column 2 below.
[ ] (3) or, if this box is checked, vested at the
rate specified in Column 3 below.
[ ] (4) or, if this box is checked, vested at the
rate specified in Column 4 below which
rate shall, if a graded rate is specified,
be at least as rapid as the rate specified
in Column 2 below or, if a cliff rate is
specified, be at least as rapid as the
rate specified in Column 3 below.
VESTING TABLE
Column 1 Column 2 Column 3 Column 4
Vesting Top-Heavy 7-Year 5-Year Percentage
Years Vesting Rate Graded Rate Cliff Rate Elected
------- ------------ ----------- ---------- ----------
1 0% 0% 0%
---
2 20% 0% 0%
---
3 40% 20% 0%
---
4 60% 40% 0%
---
5 80% 60% 100%
---
6 100% 80% 100%
---
7 100% 100% 100%
---
NOTE: Employer Profit Sharing Contributions must be immediately vested and
nonforfeitable if the Employer makes the election in Section I.C. above and
requires Employees to complete more than one Year of Service.
B. Employer Matching Contributions shall be immediately vested and
nonforfeitable.
[X] (1) or, if this box is checked, vested at the
rate specified in Column 1 below.
[ ] (2) or, if this box is checked, vested at the
rate specified in Column 2 below.
[ ] (3) or, if this box is checked, vested at the
rate specified in Column 3 below.
[ ] (4) or, if this box is checked, vested at the
rate specified in Column 4 below which
rate shall, if a graded rate is specified,
be at least as rapid as the rate specified
in Column 2 below or, if a cliff rate is
specified, be at least as rapid as the
rate specified in Column 3 below.
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VESTING TABLE
Column 1 Column 2 Column 3 Column 4
Vesting Top-Heavy 7-Year 5-Year Percentage
Years Vesting Rate Graded Rate Cliff Rate Elected
------- ------------ ----------- ---------- ----------
1 0% 0% 0%
---
2 20% 0% 0%
---
3 40% 20% 0%
---
4 60% 40% 0%
---
5 80% 60% 100%
---
6 100% 80% 100%
---
7 100% 100% 100%
---
NOTE: Employer Matching Contributions must be immediately vested and
nonforfeitable if the Employer makes the election in Section I.C. above and
requires Employees to complete more than one Year of Service.
C. The following Service will be included in determining Vesting Years
only if checked below:
[X] (1) Service before the Employer maintained
this Plan or a predecessor plan.
[ ] (2) Service before the first Plan Year during
which a Participant attained age 18.
[ ] (3) Service after five consecutive
One-Year Breaks in Service (this inclusion
shall apply only for the purpose of
computing the vested percentage of
Employer Profit Sharing Contributions and
Employer Matching Contributions made
before such period).
[ ] (4) Service before January 1, 1971, unless the
Participant has completed three or more
Vesting Years after December 31, 1970.
[ ] (5) Service before the first Plan Year to
which ERISA is applicable, if this Plan is
a continuation of an earlier plan which
would have disregarded such service.
D. Vesting Years and One-Year Breaks in Service for the purpose of
vesting shall be measured on the 12-consecutive-month period beginning
on the Participant's initial date of employment or an anniversary of
that date
[X] or, if this box is checked, on the Plan Year.
E. The Participant will have a Vesting Year only if the Participant
completes the number of Hours of Service specified in Section I.E.
above
[ ] or, if this box is checked, if the Participant either completes
the number of Hours of Service specified in Section I.E. or
receives an allocation of the Employer Profit Sharing
Contribution for the Plan Year, or both.
NOTE: You may make this election only if you checked the box in Section
V.D. directly above.
F. If the Plan becomes a Top Heavy Plan but thereafter ceases to be a Top
Heavy Plan, the vesting schedule in effect while the Plan was a Top
Heavy Plan will continue to be in effect for all existing and future
Participants
[ ] or, if this box is checked, the vesting schedule selected in
Sections V.A. or B. above, as the case may be, will apply for all
Plan Years during which the Plan is not a Top Heavy Plan.
VI. ALLOCATIONS OF EMPLOYER CONTRIBUTIONS
A. A Participant who has terminated Service during a Plan Year and is not
employed on the last day of such Plan Year shall receive any Deferred
Cash Allocation made pursuant to Section II.B. above and shall share
in any allocation of Employer Profit Sharing Contributions, Employer
Matching Contributions and/or reallocated forfeitures pursuant to
Sections III. and IV. above for such Plan Year
[X] or, if this box is checked, shall receive any Deferred Cash
Allocation made pursuant to Section II.B. above and shall share
in any allocation of Employer Profit Sharing Contributions,
Employer Matching Contributions and/or reallocated forfeitures
pursuant to Sections III. and IV. above only if such Participant
completes 501 (insert "501" or less) Hours of Service during such
Plan Year.
Note: You may make this election only if you checked the box in Section
V.D. above.
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B. An otherwise eligible Participant who is a Highly Compensated Employee
for a given Plan Year shall receive an allocation of any Employer
Profit Sharing Contributions made pursuant to Section III. above and
any reallocated forfeitures
[ ] or, if this box is checked, shall not receive an allocation of
any Employer Profit Sharing Contributions made pursuant to
Section III. above and any reallocated forfeitures.
C. An otherwise eligible Participant who is a Highly Compensated Employee
for a given Plan Year shall receive an allocation of any Employer
Matching Contributions made pursuant to Section III.B. above and any
reallocated forfeitures
[ ] or, if this box is checked, shall not receive an allocation of
any Employer Matching Contributions made pursuant to IV. above
and any reallocated forfeitures.
D. Any required minimum Top-Heavy allocations will be made first from
this Plan
[ ] or, if this box is checked, first from the
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Plan (insert name of another qualified retirement plan maintained
by the Employer).
E. For any Plan Year for which the Plan is a Top Heavy Plan, minimum
allocations shall be made in accordance with the provisions of Section
23.03
[ ] or, if this box is checked, because the Employer maintains at
least one other qualified retirement plan, minimum allocations
shall be made at the following rate of compensation: %
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(insert "3" or more).
NOTES: The Employer may not make an election in Section VI.A. above, if
discrimination in favor of Highly Compensated Employees will result.
Only consider checking the box in Section VI.D. if the Employer sponsors
two or more tax-qualified retirement plans and either (1) one of those
plans is a defined benefit plan or (2) the plans do not have identical
eligibility requirements.
VII. REALLOCATION OF FORFEITURES
Any forfeiture which results from a Participant's termination of Service
shall be reallocated as if it were a contribution of the same type (i.e.,
Employer Profit Sharing Contribution or Employer Matching Contribution) for
the Plan Year following the Plan Year in which such forfeiture occurs
[X] or, if this box is checked, such forfeiture shall be deemed to be
an Employer Matching Contribution, and applied to reduce the
aggregate amount the Employer must contribute in Employer
Matching Contributions for the Plan Year during which the
forfeiture occurs.
VII. COMPENSATION
A. "Compensation" for purposes of allocating Employer Profit Sharing
Contributions, shall include the following:
(i) A Participant's Salary Reduction Contributions, Deferred Cash
Contributions (which the Participant did not elect to take in cash)
and other amounts which are excluded from an Employee's gross income
pursuant to Code Section 125, 402(a)(8), 402(h)(I)(B), and 403(b).
[ ] or, if this box is checked, shall not include a
Participant's Salary Reduction Contributions, Deferred Cash
Contributions, (which the Participant did not elect to take
in cash) and other amounts which are excluded from an
Employee's gross income pursuant to Code Sections 125,
402(a)(8), 402(h)(l)(B), and 403(b);
(ii) Amounts paid during the Plan Year by the Employer to the Employee
while the Employee was a Participant
[ ] or, if this box is checked, "Compensation" shall include
amounts paid by the Employer to the Employee during the
entire Plan Year in which an Employee became a Participant
whether or not such an Employee was a Participant for the
entire Plan Year,
(iii) All Form W-2 compensation
[X] or, if this box is checked, all Form W-2 compensation except
the items checked below: (Select one or more if desired)
[X] Bonuses
[ ] Commissions
[ ] Overtime Payments
[ ] Other (specify)
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NOTE: If one or more of the above are chosen, the exclusion must NOT result in
discrimination in favor of Highly Compensated Employees.
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