Basic Plan Document # 05
Plan # 002
IRS Letter Serial No.: D363689a
PRISM PROTOTYPE RETIREMENT PLAN & TRUST
Section 401(k) Profit Sharing Plan
(Nonstandardized)
Adoption Agreement
The Employer , designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM Prototype Retirement
Plan & Trust Basic Plan Document # 05.
A. Employer Information:
1. Name: Helix Technology Corporation
2. Address: Nine Hampshire Street
3. Address: Mansfield, MA 02048
4. Attention: Xxxxxx Xxxxxxx Telephone: 000-000-0000
5. Employer Taxpayer Identification Number : 00-0000000
B. Basic Plan Provisions:
1. Plan Name (select one):
a. ___ This plan is established effective , 19, (the "Effective Date")
as a profit sharing plan and trust (optionally with a "cash or deferred
arrangement" as defined in Code Section 401(k)) to be known as Plan and Trust
(the "Plan") in the form of the PRISM Prototype Retirement Plan & Trust.
(PRISM is a registered trademark.)
b. X This plan is an amendment and restatement in the form of the
PRISM Prototype Retirement Plan & Trust, effective April 1, 1998, (the
"Effective Date") of the Helix Technology Corporation Employee Savings Plan and
Trust (the "Plan"), originally effective as of January 1, 1979 (the "Original
Effective Date").
2. Employer's Three Digit Plan Number: 001
3. Committee Members : Xxxxxxx El-Xxxxxx, Chairman; Xxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, and Xxxxxx Xxxxxxx, Members
4. Definitions:
a. Compensation for allocation purposes:
i Will be determined over the following applicable period
(select only one):
(a) X the Plan Year
(b) ___ the period of Plan participation
during the Plan Year
(c) ___ a consecutive 12 month period
commencing on and ending with, or within, the Plan Year.
ii X If selected, Compensation will include Employer
contributions made pursuant to a Salary Reduction Agreement, or other
arrangement, which are not includible in the gross income of the Employee under
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Internal Revenue Code.
iii Shall not include (select as many as desired):
(a) ___ Bonuses
(b) ___ Commissions
(c) ___ Taxable fringe benefits identified below:
(d) ___ Other items of remuneration identified
below:
iv Shall be limited to $ , which shall be the maximum
amount of compensation considered for plan allocation purposes (but not for
testing purposes), and may not be an amount in excess of the Internal Revenue
Code Section 401(a)(17) limit in effect for the Plan Year . If no amount is
specified, Compensation shall be limited to the Internal Revenue Code Section
401(a)(17) amount, as adjusted by the Secretary of the Treasury from time to
time.
b. Early Retirement Date:
i ___ is not applicable to this Plan
ii X is the latter of the date on which the
Participant attains age 55 (not less than 55) and the date on which the
Participant completes 10 Years of Service.
c. Hour of Service shall be determined on the basis of the
method selected below. Only one method may be selected. The method shall be
applied to all Employees covered under the Plan as follows (select only one):
i X On the basis of actual hours for which an
Employee is paid, or entitled to be paid.
ii ___ On the basis of days worked. An Employee shall
be credited with ten (10) Hours of Service if under Section 1.1(U) of the Plan
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
Section 1.1(U) of the Plan 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
Section 1.1(U) of the Plan 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 Section
1.1(U) of the Plan such Employee would be credited with at least one (1) Hour of
Service during the month.
d. Limitation Year shall mean the 12 month period commencing on
January 1 and ending on December 31.
e. Normal Retirement Date for each Participant shall mean (select
one):
i X the date the Participant attains age: 65 (not to
exceed 65)
ii ___ the latter of the date the Participant attains
age (not to exceed 65) or the (not to exceed 5th) anniversary of the
participation commencement date. If for the Plan Years beginning before January
1, 1988, Normal Retirement Date was determined with reference to the anniversary
of the participation commencement date (more than 5 but not to exceed 10 years),
the anniversary date for Participants who first commenced participation under
the Plan before the first Plan Year beginning on or after January 1, 1988 shall
be the earlier of (A) the tenth anniversary of the date the Participant
commenced participation in the Plan (or such anniversary as had been elected by
the employer, if less than 10) or (B) the fifth anniversary of the first day of
the first Plan Year beginning on or after January 1, 1988. Notwithstanding any
other provisions of the Plan, the participant commencement date is the first day
of the first Plan Year in which the Participant commenced participation in the
Plan.
f. Permitted Disparity Level, for purposes of allocating
Employer Contributions, shall mean (select only one):
i X Not applicable - the Plan does not use permitted
disparity.
ii ___ The Taxable Wage Base, which is the contribution
and benefit base under section 230 of the Social Security Act at the beginning
of the year.
iii ___ % (not greater than 100%) of the Taxable
Wage Base as defined in B(4)(f)(ii) above.
iv ___ $ , provided that the amount does not exceed the
Taxable Wage Base as defined in B(4)(f)(ii) above.
g. Plan Year shall mean (select and complete only one of the
following):
i ___ the 12-consecutive month period which coincides
with the Limitation Year. The first Plan Year shall be the period commencing on
the Effective Date and ending on the last day of the Limitation Year.
ii ___ the 12-consecutive month period commencing on,
19, and each annual anniversary thereof.
iii X the calendar year (January 1 through
December 31).
h. Qualified Distribution Date, for purposes of making
distributions under the provisions of a Qualified Domestic Relations Order (as
defined in Internal Revenue Code Section 414(p)), X shall ___ shall not be the
date the order is determined to be qualified. If shall is selected, the
Alternate Payee will be entitled to an immediate distribution of benefits as
directed by the Qualified Domestic Relations Order. If shall not is selected,
the Alternate Payee may only take a distribution on the earliest date that the
Participant is entitled to a distribution.
i. Spouse:
___ If selected, Spouse shall mean only that person who
has actually been the Participant's spouse for at least one year.
j. Year of Service shall mean:
i For eligibility purposes (select one of the following):
(a) ___ the 12 consecutive months during
which an Employee is credited with (not more than 1000) Hours of Service.
(b) X a Period of Service (using the elapsed
time method of counting Service, as described in Section 1.1(N)(3) of the Plan).
ii For allocation accrual purposes (select one of the
following):
(a) ___ the 12 consecutive months during
which an
Employee is credited with (not more than
1000) Hours of Service.
(b) X a Period of Service (using the elapsed
time method of counting Service, as described in Section 1.1(N)(3) of the Plan).
iii For vesting service purposes (select one of the
following):
(a) ___ the 12 consecutive months during
which an Employee is credited with (not more than 1000) Hours of Service.
(b) X a Period of Service (using the elapsed time
method of counting Service, as described in Section 1.1(N)(3) of the Plan).
iv For purpose of computing Years of Service in plans
where Year of Service is defined in terms of Hours of Service), the consecutive
12 month period shall be:
(a) For eligibility purposes, the first Year of
Service shall be computed using the 12 month period commencing on the Employee's
date of hire and ending on the first annual anniversary of the Employee's date
of hire (the "Initial Computation Period"). In the event an employee does not
complete an eligibility Year of Service during this initial computation period,
the computation period shall be (select only one):
(1) X the period commencing on each annual
anniversary of the Employee's date of hire and ending on the next annual
anniversary of the Employee's date of hire.
(2) ___ the Plan Year, commencing with the
Plan Year in which the Initial Computation Period ends.
(b) For vesting purposes, Years of Service shall be
computed on the basis of:
(1) X the period commencing on each annual
anniversary of the Employee's date of hire and ending on the next annual
anniversary of the Employee's date of hire.
(2) ___ the Plan Year, commencing with the
first Plan Year an Employee completes an Hour of Service.
(c) For allocation accrual purposes, Year of Service
shall be computed on the basis of the Plan Year.
v ___ For eligibility purposes, Years of Service with
the following Predecessor Employers shall count in fulfilling the eligibility
requirements for this Plan:
vi ___ For vesting purposes, Years of Service with
the following Predecessor Employers shall count for purposes of determining the
nonforfeitable amount of a Participant's account:
5. Coverage:
This Plan is extended by the Employer to the following Employees
who have met the eligibility requirements (select as many as appropriate):
i ___ All Employees
ii ___ Salaried Employees
iii ___ Sales Employees
iv ___ Hourly Employees
v ___ Leased Employees
vi ___ All Employees except (select as applicable):
(a) X those who are members of 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 and if two percent or less of the Employees who are covered
pursuant to that agreement are professionals as defined in Section 1.410(b)-9 of
the Regulations. 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.
(b) ___ those who are nonresident
aliens (within the meaning of Internal Revenue Code Section 7701(b)(1)(B)) and
who receive no earned income (within the meaning of Internal Revenue Code
Section 911(d)(2)) from the Employer which constitutes income from sources
within the United States (within the meaning of Internal Revenue Code Section
861(a)(3)).
vii ___ Union Employees (who are members of the
following unions or union affiliates:
viii ___ Other Employees, described as follows:
6. Eligibility:
An Employee covered by the Plan may become a Participant upon
completion of the following eligibility requirements:
a. Service :
i ___ There shall be no minimum service requirement for
an Employee to become a Participant.
ii X The Employee must complete 1 Year of Service
(not more than 2 years) to be a Participant for purposes of receiving
allocations of Employer Profit Sharing Contributions.
b. Age:
i X There shall be no minimum age requirement for an
Employee to become a Participant.
ii ___ The Employee must attain age (not more than
21) to be a Participant in the Plan.
c. Waiver of Age and Service Requirements:
i ___ Notwithstanding the provisions of Items B(6)(a)
and (b), Employees who have not satisfied the age and service requirements, but
would otherwise be eligible to participate in the plan, shall be eligible to
participate on the Effective Date.
ii ___ For new Plans, notwithstanding the provisions
of Items B(6)(a) and (b), Employees who have not satisfied the age and service
requirements, but would otherwise be eligible to participate in the plan, shall
be eligible to participate on the Effective Date.
d. Entry Dates:
Upon completion of the eligibility requirements, an
Employee shall commence participation in the Plan (select only one):
i X As soon as practicable under the payroll practices
utilized by the Employer, and consistently applied to all Employees, or if
earlier, the first day of the Plan Year .
ii ___ As of the first day of the month following the
completion of the eligibility requirements.
iii ___ As of the earliest of the first day of the
Plan Year, fourth, seventh or tenth month of the Plan Year next following
completion of the eligibility requirements.
iv ___ As of the earliest of the first day of the Plan
Year or seventh month of the Plan Year next following completion of the
eligibility requirements.
v ___ As of the first day of the Plan Year next
following completion of the eligibility requirements (may only be selected if
the eligibility year of service requirement is 6 months or less).
7. Vesting:
a. The percentage of a Participant's Employer Contribution
Account (attributable to Employer Profit Sharing Contributions) to be vested in
him or her upon termination of employment prior to attainment of the Plan's
Normal Retirement Date shall be :
Completed Years of Service
1 2 3 4 5 6 7
i ___ 100%
ii ___ 100%
iii ___ 20% 40% 60% 80% 100%
iv ___ 20% 40% 60% 80% 100%
v ___ 10% 20% 30% 40% 60% 80% 100%
vi X 0% 50% 75% 100% 100%
vii ___ 100%
vii ___Full and immediate vesting upon entry into the
Plan
Notwithstanding anything to the contrary in the Plan, the amount inserted in the
blanks above shall not exceed the limits specified in Code Section 411(a)(2).
b. For purposes of computing a Participant's vested account
balance, Years of Service for vesting purposes X shall ___ shall not include
Years of Service before the Employer maintained this Plan or any predecessor
plan, and X shall ___ shall not include Years of Service before the Employee
attained age 18.
c. Notwithstanding the provisions of this Item B(7)(c) of
the Adoption Agreement, a Participant shall become fully vested in his
Participant's Employer Contribution if:
i ___ the Participant's job is eliminated without the
Participant being offered a comparable position elsewhere with the Employer.
ii ___ for such reason as is described below:
8. Employer Profit Sharing Contributions:
a. Contributions:
i X In its discretion, the Employer may contribute
Employer Profit Sharing Contributions to the Plan.
ii ___ The Employer shall contribute Employer Profit
Sharing Contributions to the Plan in the amount of % of the Compensation of all
Eligible Participants under the Plan.
iii X If selected, the Employer may make
Employer Profit Sharing Contributions without regard to current or accumulated
Net Profits of the Employer for the taxable year ending with, or within the Plan
Year.
iv X If selected, the Employer may designate all or
any part of the Employer Profit Sharing Contributions as Qualified Nonelective
Contributions, provided, however, that contributions so designated will be
subject to the same vesting, distribution, and withdrawal restrictions as Before
Tax Contributions .
b. Allocations:
Employer Profit Sharing Contributions shall be allocated to
the accounts of eligible Participants according to the following selected
allocation formula:
i X The Employer Profit Sharing Contributions shall
be allocated to each eligible Participant's account in the ratio which the
Participant's Compensation bears to the Compensation of all eligible
Participants. Employer Profit Sharing Plan Contributions, shall be allocated to
the accounts of Participants who have completed a Year of Service (select
one):
(a) ___ as of the last day of the month
preceding the month in which the contribution was made.
(b) ___ as of the last day of the Plan
quarter preceding the quarter in which the contribution was made.
(c) X as of the last day of the Plan
Year.
ii ___ The Employer Profit Sharing Contributions shall
be allocated in accordance with the following formula:
(a) If the Plan is Top-Heavy, the contribution
shall be first credited to each eligible Participant's Account in the ratio
which the Participant's Compensation bears to the total Compensation of all
eligible Participants, up to 3% of each Participant's Compensation.
(b) If the Plan is Top-Heavy, any Employer
Profit Sharing Contribution remaining after the allocation in (a) above shall be
credited to each eligible Participant's account in the ratio which the
Participant's Excess Compensation bears to the total Excess Compensation
of all eligible Participants, up to 3% of each eligible Participant's Excess
Compensation.
(c) Any contributions remaining after the
allocation in (b) above shall be credited to each eligible Participant's account
in the ratio which the sum of the Participant's total Compensation and Excess
Compensation bears to the sum of the total Compensation and Excess Compensation
of all eligible Participants, up to an amount equal to the maximum Excess
Percentage times the sum of the Participant's Compensation and Excess
Compensation. If the Plan is Top-Heavy, the maximum Excess Percentage is N/A%
(insert percentage). If the Plan is not Top-Heavy, the maximum Excess Percentage
is N/A% (insert percentage, which shall not exceed the prior Excess Percentage
limitation specified by more than 3).
Note: If the Permitted Disparity Level defined at
Item B(4)(f) is the Taxable Wage Base (which is the contribution and benefit
base under section 230 of the Social Security Act at the beginning of the year),
then the maximum Excess Percentage should be 2.7% if the Plan is Top-Heavy and
5.7% if the Plan is not Top-Heavy.
If the Permitted Disparity Level defined at
Item B(4)(f) is greater than 80% but less than 100% of the Taxable Wage Base,
then the maximum Excess Percentage should be 2.4% if the Plan is Top-Heavy and
5.4% if the Plan is not Top-Heavy.
If the Permitted Disparity Level defined at
Item B(4)(f) is greater than the greater of $10,000 or 20% of the Taxable Wage
Base, but not more than 80%, then the maximum Excess Percentage should be 1.3%
if the Plan is Top-Heavy and 4.3% if the Plan is not Top-Heavy.
(d) Any remaining Employer Profit Sharing
Contribution shall be allocated among eligible Participants' accounts in the
ratio which the Participant's Compensation bears to the total Compensation of
all Participants.
iii ___ If selected, and the Employer has elected
to allocate Employer Profit Sharing Plan Contributions as of the last day of the
Plan Year, a Participant must be employed by the Employer on the last day of the
Plan Year in order to receive an allocation .
iv ___ A Participant who terminates before the end of
the period for which contributions are allocated shall share in the allocation
of Employer Profit Sharing Contributions if termination of employment was the
result of (select all that apply):
(a) ___ retirement
(b) ___ disability
(c) ___ death
(d) ___ other, as specified below:
9. Rollover & Transfer Contributions (select one):
a. ___ Subject to policies, applied in a consistent and
nondiscriminatory manner, adopted by the Committee, each Employee, who would
otherwise be eligible to participate in the Plan except that such Employee has
not yet met the eligibility requirements, and each Participant may make a
Rollover Contribution as described in Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
b. X Subject to policies, applied in a consistent and
nondiscriminatory manner, adopted by the Committee, each Participant may make a
Rollover Contribution as described in Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
c. ___ No Employee shall make Rollover Contributions to the
Plan.
10. Distributions:
a. Distributions Upon Separation from Service:
The Normal Form of Benefit under the Plan shall be a
single lump sum distribution, made X (if selected) as soon as administratively
practical after receipt of a distribution request from a Participant entitled to
a distribution or ___ (if selected) upon the Participant's attainment of the
Plan's Early Retirement Date or the Plan's Normal Retirement Date, whichever is
earlier. See Attached Addendum
In addition to the Normal Form of Benefit, the
Participant shall be entitled to select from among the following optional forms
of benefit specified by the employer (select as many as apply):
i X Installment payments
ii ___ Such other forms as may be specified below:
b. In-Service Distributions (select as may be appropriate):
i X There shall be no in-service distribution of
Participant account balances derived from Employer Profit Sharing Contributions.
ii ___ Participants may request an in-service
distribution of their account balance attributable to Employer Profit Sharing
Contributions, for the following reasons:
(a) ___ For purposes of satisfying
a financial hardship, as determined in accordance with the uniform
nondiscriminatory policy of the Committee;
(b) ___ Attainment of age 59 1/2 by the
Participant; or
(c) ___ Attainment of the Plan's Normal
Retirement Date by the Participant.
11. Forfeitures:
a. Forfeitures of amounts attributable to Employer Profit
Sharing Contributions shall be reallocated as of:
i X the last day of the Plan Year in which the
Forfeiture occurred.
ii ___ the last day of the Plan Year following the
Plan Year in which the Forfeiture occurred.
iii ___ the last day of the Plan Year in which the
Participant suffering the Forfeiture has incurred five consecutive One Year
Breaks in Service.
b. Forfeitures of Employer Profit Sharing Contributions shall be
reallocated as follows:
i ___ Not applicable as Employer Profit Sharing
Contributions are always 100% vested and nonforfeitable.
ii ___ Used first to pay the expenses of administering
the Plan, and then allocated pursuant to one of the following two options :
iii ___ Forfeitures shall be allocated to
Participant's accounts in the same manner as Employer Profit Sharing
Contributions, Employer Matching Contributions, Qualified Nonelective
Contributions or Qualified Matching Contributions, in the discretion of the
Employer, for the year in which the Forfeiture arose.
iv X Forfeitures shall be applied to reduce the
Employer Profit Sharing Contributions, Employer Matching Contributions,
Qualified Nonelective Contributions or Qualified Matching Contributions, in the
discretion of the Employer, for the Plan Year following the Plan Year in which
the Forfeiture arose.
12. Limitations on Allocations:
If the Employer maintains or ever maintained another qualified
retirement plan in which any Participant in this Plan is (or was) a participant,
or could possibly become a participant, the Employer must complete the
following:
a. If the Participant is covered under another
qualified defined contribution plan maintained by the Employer other than a
Master or Prototype Plan:
i ___ The provisions of this Plan shall apply as if
the other plan were a Master or Prototype plan; or,
ii ___ The following provisions will be effective to
limit the total Annual Additions to the Maximum Permissible Amount, and will
properly reduce any Excess Amounts, in a manner that precludes Employer
discretion:
b. If the Participant is or ever has been a
participant in a qualified defined benefit plan maintained by the Employer, the
following provisions will be effective to satisfy the 1.0 limitation of Internal
Revenue Code Section 415(e), in a manner that precludes Employer discretion:
Contributions to this plan will be reduced first, in the following order: First,
Participant Before Tax Contributions; Second, any Qualified Matching
Contributions; Third, any qualified nonelective contributions; Fourth, any
Employer Matching Contributions; and Finally, any Profit Sharing Contributions.
Contributions will only be reduced to the extent necessary to satisfy the
requirements of Section 415(e) of the Code, and to the extent allowable,amounts
which may be distributed to the Participant to satisfy those requirements will
be refunded.
13. Internal Revenue Code 411(d)(6) Protected Benefits:
X If selected, the Plan has Internal Revenue Code Section
411(d)(6) Protected Benefits from a prior plan that this Plan amends, that must
be protected. (Attached addendum)
14. Top-Heavy Plan Provisions:
For each Plan Year in which the Plan is a Top-Heavy Plan
the following provisions will apply:
a. The percentage of a Participant's Employer Contribution
Account to be vested in him upon termination of employment prior to retirement
shall be:
i ___ a percentage determined in accordance with
the following schedule:
Years of Service Percentage
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100;
ii ___ 100% vesting after (not to exceed 3) Years
of Service; provided, however, that Years of Service may not exceed two (2) if
the service requirement for eligibility exceeds 1 year; or
iii X computed in accordance with the vesting
schedule selected by the Employer in Items B(7)(a) or C(4)(d), as long as the
benefits under the vesting schedule in Items B(7)(a) or C(4)(d) vest at least as
rapidly as the two options specified in this Item B(14)(a), above.
If the vesting schedule under the Plan shifts in or out of
the schedules above for any Plan Year because of the Plan's Top-Heavy status,
such shift is an amendment to the vesting schedule and the election in 2.2 of
the Basic Plan Document applies.
b. For purposes of minimum Top-Heavy allocations,
contributions and forfeitures equal to 3% (not less than 3%) of each Non-key
Employee's Compensation will be allocated to each Participant's Contribution
Account when the Plan is a Top-Heavy Plan, except as otherwise provided in the
Basic Plan Document. This Item 14 will not apply to any Participant to the
extent the Participant is covered under any other plan or plans of the Employer
and the Employer completes the following: (Insert the name of the plan or plans
which will meet the minimum allocation or benefit requirement applicable to
Top-Heavy plans.) Helix Technology Corporation Employees' Pension Plan
c. The Valuation Date as of which account balances or accrued
benefits are valued for purposes of computing the Top-Heavy Ratio shall be the
last day of each Plan Year.
d. If the Employer maintains or has ever maintained one or
more defined benefit plans which have covered or could cover a Participant in
this Plan, complete the following:
Present Value: 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 % Mortality table
15. Investments:
a. Investments made pursuant to the investment direction
provisions of the Basic Plan Document shall be made into any appropriate
Investment Fund as selected by the Employer. In addition, investment of Plan
assets is expressly authorized, as required by Revenue Ruling 81-100, in each of
the following common or collective funds sponsored by the Trustee, or an
affiliate of the Trustee :
Key Trust EB Managed Guaranteed Income Contract Fund, Key
Trust Multiple Investment Trust for Employee Benefit Trusts, and other
collective trusts exempt from tax under IRC 501 and as described in Rev. Rul.
81-100.
b. X If selected, an Employer Stock Fund shall be
available as an Investment Fund pursuant to the terms of the Basic Plan
Document.
___ If selected, and an Employer Stock Fund is
available as an Investment Fund, Participants will have the right,
notwithstanding any other provisions of the Plan, to direct that a portion of
the Plan assets held for their benefit and invested in the Employer Stock Fund
be diversified pursuant to the provisions of Section 10.7(F) of the Basic Plan
Document.
c. Participants may make changes of existing account balances
and future contributions from among the Investment Funds offered:
i ___ Once during each business day that the Trustee
and the New York Stock Exchange are open.
ii ___ Once during each calendar month.
iii X Once during each quarter of the Plan Year.
iv ___ Once during each rolling ____ day period.
d. X If selected, the Participant shall be restricted
in making changes of existing account balances from any Investment Fund, as
specified in the terms or conditions of such Investment Fund, and the Employer
shall attach an addendum specifying such restriction.
e. The Participant will designate into which Investment
Funds all contributions to their accounts are made, except the following:
i ___ Employer Profit Sharing Contributions
ii ___ Employer Mandatory Matching Contributions
i X Employer Discretionary Matching Contributions
iv ___ Qualified Matching Contributions
v ___ Qualified Nonelective Contributions
f. X If selected, and to the extent a selection is made
above, the Employer shall attach an Investment Direction Addendum specifying how
the contributions so specified shall be invested among the Investment Fund.
g. X If selected, the Participant shall be restricted in
the use of the Employer Stock Fund as an Investment Fund for designating the
investment of contributions in the Participant's account, as follows:
i X The Participant may not direct the
investment of Plan assets held in their account into the Employer Stock Fund.
ii ___ The Participant may direct % of the
following contributions into the Employer Stock Fund:
(a) ___ Employer Profit Sharing
Contributions
(b) ___ Employer Mandatory Matching
Contributions
(c) ___ Employer Discretionary Matching
Contributions
(d) ___ Qualified Matching Contributions
(e) ___ Qualified Nonelective
Contributions
iii ___ ____ % of the following contributions
will be invested into the Employer Stock Fund, with the balance invested among:
(a) ___ the other Investment Funds,
including the Employer Stock Fund
(b) ___ the other Investment Funds, not
including the Employer Stock Fund
16. Loans (select one):
a. X Loans may be made from the Plan in accordance with the
Basic Plan Document and such policies and procedures as the Committee may adopt
and apply on a consistent and nondiscriminatory basis .
b. ___ No loans shall be made from the Plan.
17. Trustee:
The Trustee of this Plan shall be Key Trust Company of Ohio, N.A. (a bank
or trust company affiliated with KeyCorp within the meaning of Internal Revenue
Code 1504).
18. Effective Date Addendum:
___ If selected, the following provisions shall have
the specified effective dates (which are different from the date specified in
Item B(1)):
C. Section 401(k) Plan Provisions:
1. Service:
An Eligible Employee shall be required to fulfill the following
eligibility service requirements in order to participate in the Plan through a
salary reduction agreement and for purposes of receiving an allocation of
Employer Matching Contributions:
a. X The Employee must complete 1 Year of Service
(not more than 1 year) to be a Participant for purposes of receiving allocations
of Employer Matching Contributions.
b. X The Employee must complete 1 Year of Service
(not more than 1 year) to be a Participant for purposes of entering into a
Salary Reduction Agreement and having Employee Before Tax Contributions or
Employee After Tax Contributions contributed to the Plan on the Employee's
behalf.
2. Employee Salary Deferrals:
a. X Participants shall be entitled to enter into a Salary
Reduction Agreement providing for Before Tax Contributions to be made to the
Plan.
i The minimum Before Tax Contribution shall be
1% of the Participant's Compensation.
ii The maximum Before Tax Contribution shall be
15% of the Participant's Compensation.
b. X Participants shall be entitled to enter into a Salary
Reduction Agreement providing for After Tax Contributions to be made to the
Plan.
i The minimum After Tax Contribution shall be
1% of the Participant's Compensation.
ii The maximum After Tax Contribution shall be
15% of the Participant's Compensation.
iii ___ If selected, notwithstanding the
above, a Participant shall not be able to enter into a Salary Reduction
Agreement providing for After Tax Contributions to be made to the Plan unless
the Participant has entered into a Salary Reduction Agreement that provides for
Before Tax Contributions to be made to the Plan in an amount of at least % of
the Participant's Compensation.
c. X If selected, a Participant shall be entitled to enter
into a Salary Reduction Agreement providing that any extraordinary item of
compensation, not yet payable (including bonuses), be withheld from the
Participant's Compensation and contributed to the Plan as either a Before Tax
Contribution, or After Tax Contribution (provided such contributions are
authorized above, and to the extent that such contribution, when aggregated with
either the Participants other Before Tax Contributions or After Tax
Contributions do not exceed the limitations specified above, on an annual
basis).
3. Contribution Changes:
a. Participants may increase or decrease the amount of
contributions made to the Plan pursuant to a Salary Reduction Agreement once
each:
i ___ Plan Year
ii ___ Semi-annual period, based on the Plan Year
iii X Quarter, based on the Plan Year
iv ___ Month
v ___ Other, as specified below (provided that it
is at least once per year):
b. Claims for returns of Excess Before Tax Contributions
for the Participant's preceding taxable year must be made in writing, and
submitted to the Committee by April 15 (specify a date between March 1 and April
15).
4. Employer Matching Contributions :
a. Mandatory Matching Contributions:
The Employer shall make contributions to the Plan, in an
amount as specified below:
i X An amount, equal to 50% of each Participant's
Before Tax Contributions, however, no match shall be made on Participant's
Before Tax Contributions in excess of 3% (or $ ) of the Participant's
Compensation.
ii ___ An amount, equal to % of each Participant's
After Tax Contributions, but not to exceed % of the Participant's Compensation,
or $ .
iii ___ An amount, equal to % of each
Participant's contributions made pursuant to a Salary Reduction Agreement
(including both Before Tax Contributions and After Tax Contributions), but only
if the Participant has entered into a Salary Reduction Agreement providing for
Before Tax Contributions of at least % of the Participant's Compensation, but
not to exceed % of the Participant's Compensation, or $ .
iv ___ An amount equal to the sum of the following:
(a) % of the first % of the
Participant's Compensation deferred pursuant to a Salary Reduction Agreement;
plus,
(b) % of the next % of the
Participant's Compensation deferred pursuant to a Salary Reduction Agreement;
plus,
(c) % of the next % of the
Participant's Compensation deferred pursuant to a Salary Reduction Agreement,
but not to exceed % of the Participant's Compensation, or $ .
v ___ An amount equal to $ , for each Participant who
enters into a Salary Reduction Agreement providing for ___ Before Tax
Contributions, ___ After Tax Contributions, or ___ either Before Tax
Contributions or After Tax Contributions (or a combination of both) equal to or
exceeding % of the Participant's Compensation. Such contributions shall be made
and allocated:
(a) ___ only during the first Plan Year
the Plan is in effect, or if a restatement, for the first Plan Year beginning
with, or containing the restatement Effective Date.
(b) ___ each Plan Year that a
Participant has in force a Salary Reduction Agreement meeting the criteria
specified above.
(c) ___ during the first Plan Year
that the Participant participates through a Salary Reduction Agreement meeting
the criteria specified above.
b. Discretionary Matching Contributions:
X The Employer shall make contributions to the Plan,
in an amount determined by resolution of the Board of Directors on an annual
basis. The Board resolution shall provide for the percentage and/or amount of
Before Tax Contributions and/or After Tax Contributions to be matched and the
maximum percentage and/or amount of Before Tax Contributions and/or After Tax
Contributions eligible for matching.
c. Allocation of Matching Contributions:
Employer Matching Contributions shall be allocated pursuant
to the terms of the Basic Plan Document, notwithstanding the foregoing:
i ___ A Participant who terminates before the end of
the period for which contributions are allocated shall share in the allocation
of Employer Matching Contributions if termination of employment was the result
of (select all that apply):
(a) ___ retirement
(b) ___ disability
(c) ___ death
(d) ___ other, as specified below:
ii X Employer Matching Contributions shall be
allocated to the accounts of Participants (select one):
(a) X as of each pay period for
which a contribution was made pursuant to a Salary Reduction Agreement.
(b) ___ semi-monthly.
(c) ___ as of the last day of the month
preceding the month in which the contribution was made.
(d) ___ as of the last day of the
Plan quarter preceding the quarter in which the contribution was made.
(e) ___ as of the last day of the Plan
year.
iii X If selected, the Employer may make Employer
Matching Contributions without regard to current or accumulated Net Profits of
the Employer for the taxable year ending with, or within the Plan Year .
d. The percentage of a Participant's Employer Matching
Contribution Account (attributable to Employer Matching Contributions) to
be vested in him or her upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be :
Completed Years of Service
1 2 3 4 5 6 7
i ___ 100%
ii ___ 100%
iii ___ 20% 40% 60% 80% 100%
iv ___ 20% 40% 60% 80% 100%
v ___ 10% 20% 30% 40% 60% 80% 100%
vi X 0% 50% 75% 100% 100%
vii ___ 100%
vii ___ Full and immediate vesting upon entry into the Plan
Notwithstanding anything to the contrary in the Plan,
the amount inserted in the blanks above shall not exceed the limits specified in
Code 411(a)(2).
e. Notwithstanding the provisions of this Item C(4)(e) of
the Adoption Agreement, a Participant shall become fully vested in his
Participant's Employer Matching Contribution Account if :
i ___ the Participant's job is eliminated without the
Participant being offered a comparable position elsewhere with the Employer.
ii ___ for such reason as is described below:
f. Corrective Contributions:
i X If selected, the Employer shall be
authorized to make Qualified Matching Contributions, subject to the terms of the
Basic Plan Document, in an amount determined by resolution of the Board of
Directors on an annual basis.
ii X If selected, the Employer shall be authorized
to make Qualified Nonelective Contributions, subject to the terms of the Basic
Plan Document, in an amount determined by resolution of the Board of Directors
on an annual basis.
5. Gap Earnings:
___ If selected, Gap Earnings, as defined in Section 3.2(G)
(1) of the Basic Plan Document, will be calculated for Excess Elective
Deferrals, Excess Contributions and Excess Aggregate Contributions, and refunded
to the Participant as provided for in Article III of the Basic Plan Document.
6. Forfeitures:
a. Forfeitures of amounts attributable to Employer Matching
Contributions shall be reallocated as of:
i X the last day of the Plan Year in which the
Forfeiture occurred.
ii ___ the last day of the Plan Year following the
Plan Year in which the Forfeiture occurred.
iii___ the last day of the Plan Year in which the
Participant suffering the Forfeiture has incurred the fifth consecutive One Year
Break in Service.
b. Forfeitures of Employer Matching Contributions shall be
reallocated as follows:
i ___ Not applicable as Employer Matching Contributions
are always 100% vested and nonforfeitable.
ii ___ Used first to pay the expenses of administering
the Plan, and then allocated pursuant to one of the following two options:
iii ___ Forfeitures shall be allocated to
Participant's accounts in the same manner as Employer Profit Sharing
Contributions, Employer Matching Contributions, Qualified Nonelective
Contributions or Qualified Matching Contributions, in the discretion of the
Employer, for the year in which the Forfeiture arose.
iv X Forfeitures shall be applied to reduce the
Employer Profit Sharing Contributions, Employer Matching Contributions,
Qualified Nonelective Contributions or Qualified Matching Contributions, in the
discretion of the Employer, for the Plan Year following the Plan Year in which
the Forfeiture arose.
c. Forfeitures of Excess Aggregate Contributions shall be:
i ___ Applied to reduce Employer contributions for the
Plan Year in which the excess arose, but allocated as below, to the extent the
excess exceeds Employer contributions for the Plan Year, or the Employer has
already contributed for such Plan Year.
ii X Allocated after all other forfeitures under the
Plan:
(a) ___ to the Matching Contribution
account of each Non-highly Compensated Participant who made Before Tax
Contributions or After Tax Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to the total Compensation of
all such Participants for the Plan Year; or,
(b) X to the Matching Contribution
account of each Non-highly Compensated Eligible Participant in the ratio which
each Eligible Participant's Compensation for the Plan Year bears to the total
Compensation of all Eligible Participants for the Plan Year.
7. In-Service Distributions (select as may be appropriate):
a. ___ There shall be no in-service distribution of
Participant account balances derived from Before Tax Contributions (including
Qualified Nonelective Contributions and Qualified Matching Contributions treated
as Before Tax Contributions under the terms of the Basic Plan Document), or
Employer Matching Contributions.
b. X Participants may request an in-service distribution
of their account balance attributable to Employer Matching Contributions, for
the following reasons: See Attached Addendum
i X For purposes of satisfying a financial
hardship, as determined in accordance with the uniform nondiscriminatory policy
of the Committee;
ii ___ Attainment of age 59 1/2 by the
Participant; or
iii ___ Attainment of the Plan's Normal Retirement
Date by the Participant.
c. X Participants may request an in-service distribution
of their account balance attributable to Employee Before Tax Contributions, for
the following reasons:
i ___ For purposes of satisfying a financial
hardship, as determined by the facts and circumstances of an Employee's
situation, in accordance with the provisions of Section 3.9 of the Basic Plan
Document;
ii X For purposes of satisfying a financial
hardship, using the "safe harbor" provisions of Section 3.9 of the Basic Plan
Document.
iii X Attainment of age 59 1/2 by the Participant;
or
iv ___ Attainment of the Plan's Normal Retirement
Date by the Participant.
NOTICE: The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualification, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.
This Adoption Agreement may only be used in conjunction with Basic Plan Document
# 05.
This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed by
a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates, and
approved by KeyCorp's counsel.
KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.
Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.
This Plan is sponsored by:
KeyCorp, on behalf of its operating subsidiaries, banking and trust company
affiliates
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
(000) 000-0000
In Witness Whereof, the Employer and the Trustee, by their respective duly
authorized officers, have caused this Adoption Agreement to be executed on this
7th day of April, 1998.
Employer: Helix Technology Corporation
By: /s/ Xxxxxxx El-Xxxxxx
---------------------
Xxxxxxx El-Xxxxxx
Title: Senior Vice President and CFO
Trustee: Key Trust Company of Ohio, NA
By: /s/Xxxxxxx Xxxx
---------------------
Xxxxxxx Xxxx
Title: V.P.
and
By: /s/Xxxxxxx Xxxxx
----------------------
Xxxxxxx Xxxxx
Approved on Behalf of Trustee:
Initials: /s/M.O. Date: 4/7/98
-------
M.O.
Investment Fund Designation
Helix Technology Corporation (the "Named Fiduciary"), as an independent
fiduciary with respect to the Helix Technology Corporation Employee Savings Plan
& Trust (the "Plan"), an employee pension benefit plan covered by the applicable
provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and its employees who participate therein (the "Participants"), hereby
designates the following investment funds from among the investment fund options
available for adopting employers of the PRISM Prototype Retirement Plan & Trust
(as defined in Section 10.7 of the Plan), available for selection by
Participants for the investment of Plan assets held for their benefit:
(a) EB MaGIC Fund
(b) Fidelity ContraFund
(c) Fidelity Magellan Fund
(d) The American Funds Group: American Balanced Fund
(e) The Xxxxxxx Xxxxxxxxxxxxx Growth Fund: Class A
(f) Helix Technology Corporation
(g)
(h)
(i)
(j)
(k)
(l)
(m)
The plan assets are currently invested in the funds more fully described below
(Existing Funds). The Named Fiduciary further designates that assets held in
each of the Existing Funds by the Plan prior to liquidation and transfer to the
Trustee shall be reinvested in the PRISM Fund(s) as specified below:
Existing Funds: PRISM Funds:
(a) (a) EB MaGIC Fund
(b) (b) Fidelity ContraFund
(c) (c) Fidelity Magellan Fund
(d) (d) The American Funds Group: American
Balanced Fund
(e) (e) The Xxxxxxx Xxxxxxxxxxxxx Growth Fund:
Class A
(f) (f) Helix Technology Corporation
(g) (g)
(h) (h)
(i) (i)
(j) (j)
(k) (k)
(l) (l)
(m) (m)
X In addition, if selected, an Employer Stock Fund will also be available.
(EBMaGIC, Fidelity Magellan and The American Funds Group are registered
trademarks.)
In making the selection of Investment Funds, and in designating the PRISM Funds
into which the liquidated assets from each of the Existing Funds will be
invested in, the Named Fiduciary hereby confirms and acknowledges that:
The Named Fiduciary has had made available to it copies of the prospectuses (to
the extent required under applicable federal securities law and regulation) for
each investment fund available for selection by adopting employers of the PRISM
Prototype Retirement Plan & Trust, and has received copies of each such
prospectus for the Investment Funds selected; The Named Fiduciary acknowledges
that the Trustee of the Plan may receive certain fees for services provide to,
or on behalf of an Investment Fund, or the sponsors or distributors thereof,
pursuant to plans of distribution adopted by the fund under the provisions of
Rule 12b-1 of the Investment Company Act of 1940, and further acknowledges that
(i) such fee, if paid, is appropriate for services rendered to the fund, and
when aggregated with other fees for service payable to the Trustee constitutes
reasonable compensation for the Trustee's services to the Plan; and (ii) the
Plan will be able to redeem its interest in any such Investment Fund on
reasonably short notice without penalty;
The Named Fiduciary further acknowledges that it has selected the Investment
Funds on its determination, after due inquiry, that the Investment Funds are
appropriate vehicles for the investment of Plan assets pursuant to the terms of
the Plan, considering all relevant facts and circumstances, including but not
limited to (i) the investment policy and philosophy of the Named Fiduciary
developed pursuant to ERISA 404; (ii) the ability of Participants, using an
appropriate mix of Investment Funds, to diversify the investment of Plan assets
held for their benefit; and, (iii) the ability of Participants to, utilizing an
appropriate mix of Investment Funds, to structure an investment portfolio within
their account in the Plan with risk and return characteristics within the normal
range of risk and return characteristics for individuals with similar investment
backgrounds, experience and expectations; and,
The Named Fiduciary acknowledges that it has not relied on any representations
or recommendations from the Trustee or any of its employees in selecting the
Investment Funds, or in specifying which of the selected PRISM Funds into which
the liquidated assets from each of the Existing Funds will be invested.
The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in the
Plan for the investment of Plan assets held for their benefit:
In Witness Whereof, the Employer, by its duly authorized representative, has
executed this document in connection with adoption of the Plan utilizing the
PRISM Prototype Retirement Plan & Trust documents, as provided by the Trustee.
Named Fiduciary: Helix Technology Corporation
By: /s/Xxxxxxx El-Xxxxxx
--------------------
Xxxxxxx El-Xxxxxx
Title: Senior Vice President and CFO
Footnotes in this Adoption Agreement are not to be construed
as part of the Plan provisions but are explanatory only. To the extent a
footnote is inconsistent with the provisions of the Basic Plan Document or
applicable law, the provisions of the Plan shall be construed in conformity with
the Basic Plan Document or law.
Terms that are capitalized are defined in the PRISM Prototype
Retirement Plan & Trust Basic Plan Document.
The Plan will have an individual TIN, distinct from the Employer
TIN.
Committee members direct the day to day operation of the
Plan. Committee members serve at the pleasure of the Employer. See Section 11.4
for changes in Committee membership. If no Committee members are specified, the
Employer shall assume responsibility for the operations of the Plan.
If no amount is specified, the maximum amount of Compensation
allowed under Code Section 401(a)(17)(the "$150,000 limit" ("$200,000 limit"
prior to the Plan Year beginning before January 1, 1994)), as adjusted from time
to time, shall be used.
If a fractional year is elected, the elapsed time method of
computing service shall be used for the fractional year. Eligibility provisions
for optional cash or deferred arrangements are contained in Item C of this
Adoption Agreement.
Notwithstanding the foregoing, an Employee who has met the
eligibility requirements may not enter the Plan later than six months following
the date on which the Employee first completes the eligibility requirements.
Notwithstanding the selection made in this Item B(7)(a), a
participant shall be fully vested in his or her Employer Contribution Accounts
if the Participant dies or becomes Disabled while in the employ of the Employer.
If more than one Year of Service is an eligibility requirement,
Item viii must be selected.
The provisions of this section will be administered by the
Employer on a consistent and nondiscriminatory basis.
Amounts designated as Qualified Nonelective Contributions will
be allocated pursuant to Section 3.1(A)(14) of the Basic Plan Document.
In the event contributions are allocated on a basis other than
a full plan year, the Year of Service shall be based on the elapsed time method
of calculation, and a Participant shall be deemed to have completed an
appropriate Period of Service for allocation purposes if the Participant has
completed a pro-rata Period of Service corresponding to the interval on which
contributions are allocated.
Excess Compensation means a Participant's Compensation in
excess of the Permitted Disparity Level specified in the Definitions section of
this Adoption Agreement.
Even if this Item is selected, the provisions of Section 4.8
of the Basic Plan Document may supersede this requirement if necessary to
satisfy Code Sections 401(a)(26) and 410(b).
If this option is selected, iii or iv must be selected to
reallocate Forfeitures of Employer Profit Sharing Contributions remaining after
expenses of administering the Plan have been paid.
This Item is for use in identifying collective trust funds,
which, pursuant to Revenue Ruling 81-100 must be specifically referenced in the
Plan. Actual Investment Funds are referenced on the Investment Fund Designation
form attached to this Adoption Agreement.
If this option is selected, the Employer must establish
appropriate procedures for implementation of the Plan's loan program.
The date specified is for the refund of amount deferred in
excess of the Code Section 402(g) limit (the $7,000 limit) for the Participant's
taxable year.
The Employer shall have the right to designate all, or any
portion of Employer Matching Contributions as Qualified Matching Contributions,
which shall then be subject to the same vesting, distribution, and withdrawal
restrictions as Before Tax Contributions.
Net Profits will never be required for the contribution of
Before Tax Contributions, After Tax Contributions, Qualified Nonelective
Contributions or Qualified Matching Contributions.
Notwithstanding anything in the Adoption Agreement to the
contrary, amounts in a Participant's account attributable to Before Tax
Contributions, Qualified Nonelective Contributions, and Qualified Matching
Contributions shall be 100% vested and nonforfeitable at all time.
Notwithstanding the selection made in this item B(7)(b), a
Participant shall be fully vested in his or her Employer Contribution Accounts
if the Participant dies or becomes Disabled while in the employ of the Employer.
The provisions of this section will be administered by the
Employer on a consistent and nondiscriminatory basis.
Helix Technology Corporation
Employee Savings Plan & Trust
Addendum
The following items are in explanation or expansion of certain items contained
on the Adoption Agreement or in the Basic Plan Document:
Item B(13): 411(d)(6) Protected Benefits:
Notwithstanding anything in the Plan to the contrary, pursuant to 7.8 of the
Plan, the following are 411(d)(6) protected benefits which shall be preserved in
the Plan and be available as options to the Participants:
Optional Form of Benefit Distribution
In addition to a lump sum payment, Participants' benefit distributions shall be
payable by the purchase of a non-transferable fixed or variable annuity contract
that provides fixed income or fixed period payments.
Withdrawal of Amounts Attributable to After-Tax Contributions and Company
Matching Contributions
A Participant may elect to withdraw all or a portion of the then value of his
Participant Account attributable to his After-Tax Contributions and his vest
Company Matching Contributions as of the Valuation Date coincident with or next
following the date such written request is received by the Benefits Committee;
provided, however, that:
(a) No withdrawal will be permitted unless the amount to be withdrawn
is at least $350 or 100% of the then value of his After-Tax Contributions and
vested Company Matching Contributions if less than $350;
(b) Any withdrawal under this addendum will require a
suspension of the Participant's Before-Tax and After-Tax Contributions for a
period of three months following the effective date of the withdrawal;
(c) In no event will a Participant be permitted to withdraw After-Tax
Contributions or vested Company Matching Contributions held less than two years
except in the event of a hardship (such as an accident, sickness, disability,
education of himself or immediate family, purchase or capital improvement to a
primary residence) approved by the Benefits Committee;
(d) Such request is received 30 days prior to the Valuation Date
unless such advance notice is waived by the Benefits Committee. The amount so
withdrawn shall be paid to the Participant as soon as practicable thereafter;
and
(e) Notwithstanding anything herein to the contrary, any withdrawals
made from a Participant's Account attributable to his After-Tax Contributions
shall be made first from that portion of his Account attributable to his
After-Tax Contributions made prior to January 1, 1987, until all such
contributions have been withdrawn, and then from the portion of his Account
attributable to such contributions made after December 31, 1986. In any event,
withdrawals from a Participant's Account attributable to After-Tax Contributions
and earnings thereon shall be made in a manner in which corresponds with the tax
treatment of the withdrawal under the Code.
For purposes of this section, the Benefits Committee shall determine in its
sole discretion whether a financial hardship exists to warrant a withdrawal,
and, if such hardship exists, the amount of the withdrawal necessary to meet the
hardship.
All other provisions of the Plan shall be unaffected by this addendum, which
shall be given force and effect only to the extent necessary to preserve
411(d)(6) protected benefits consistent with the provisions of the Code and
regulations issued thereunder.
Item B(15)(b)(i) - Investments Employer Stock Fund:
A Participant will have the right , notwithstanding any other provisions of
the Plan, to direct that all or any portion of the Plan assets held for their
benefit and invested in the Employer Stock Fund be diversified upon attainment
of age 58.
Item B(15)(d) - Investments:
Participants shall be restricted in making changes of existing account balances
attributable to assets held for their benefit and invested in the Employer Stock
Fund.
Item B(15)(f) - Investments:
Employer Discretionary Matching Contributions made on behalf of Plan
Participants will be invested in Employer Stock Fund.
Item C(7)(b) - In - Service Distributions:
Participants will be restricted from receiving an in - service distribution of
their account balance attributable to Employer Discretionary Matching
Contributions.
