1
Exhibit 4.1(b)
NON-STANDARDIZED ADOPTION AGREEMENT
CASH OR DEFERRED PROFIT SHARING PLAN
AND TRUST/CUSTODIAL ACCOUNT
SPONSORED BY
DIVERSIFIED INVESTMENT ADVISORS, INC.
The employer named below hereby establishes a Cash or Deferred Profit Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Plan Document #01.
I. EMPLOYER INFORMATION
NOTE: IF MORE THAN ONE EMPLOYER IS ADOPTING THE PLAN, COMPLETE THIS
SECTION BASED ON THE LEAD EMPLOYER. ADDITIONAL EMPLOYERS WHO ARE
MEMBERS OF THE SAME CONTROLLED GROUP MAY ADOPT THIS PLAN BY COMPLETING
AND EXECUTING SECTION XIX(B) OF THIS ADOPTION AGREEMENT.
A. NAME AND ADDRESS:
MONRO MUFFLER BRAKE, INC.
000 XXXXXXXX XXXXXXX
XXXXXXXXX, XX 00000
B. TELEPHONE NUMBER: (000) 000-0000
C. EMPLOYER'S TAX ID NUMBER: 00-0000000
D. FORM OF BUSINESS:
[_] 1. Sole Proprietor [_] 4. S Corporation
[_] 2. Partnership [_] 5. Limited Liability Company
[X] 3. Corporation [_] 6. Other:
E. NAME OF PLAN: MONRO MUFFLER BRAKE, INC. PROFIT SHARING PLAN
F. THREE DIGIT PLAN NUMBER: 001
---
G. EMPLOYER'S SIC CODE: 811190
------
H. EMPLOYER'S TAX YEAR END: 3/31
----
I. EMPLOYER'S STATE OF INCORPORATION: NEW YORK
J. Is the Employer a member of:
1. A controlled group? [_] Yes [X] No
2. An affiliated service group? [_] Yes [X] No
2
2
II. EFFECTIVE DATE
A. This is a new Plan having an Effective Date of _____.
B. This is an Amended or Restated Plan. The Effective Date of the
original Plan was MAY 1, 1960. Except as specifically provided in
the Plan, the Effective Date of this amendment and restatement is
APRIL 1, 1994. (For GUST amendments, enter the first day of the
first Plan Year beginning in 1994).
[X] 1. All Adoption Agreement sections were completed as part of
this Amendment/ Restatement.
[_] 2. Only the following Adoption Agreement sections have been
completed as part of the Amendment:
All other sections remain as provided immediately prior to this
Amendment/Restatement.
C. If different from above, the Effective Date for the Elective
Deferral provisions shall be MARCH 1, 2000.
NOTE: PURSUANT TO CODE SECTION 411(d)(6) AND THE REGULATIONS ISSUED
THEREUNDER, AN EMPLOYER CANNOT REDUCE, ELIMINATE OR MAKE SUBJECT TO
EMPLOYER DISCRETION ANY CODE SECTION 411(d)(6) PROTECTED BENEFITS.
WHERE THIS PLAN DOCUMENT IS BEING ADOPTED, TO AMEND ANOTHER PLAN THAT
CONTAINS A PROTECTED BENEFIT OR PLAN FEATURE NOT PROVIDED FOR IN THIS
DOCUMENT, THE EMPLOYER MAY COMPLETE SCHEDULE A AS AN ADDENDUM TO THIS
ADOPTION AGREEMENT, WHICH DESCRIBES SUCH PROTECTED BENEFIT OR PRIOR
PLAN FEATURE, THAT SHALL BECOME PART OF THIS PLAN. ANY PROVISION
CONTAINED IN THE ADDENDUM WILL NOT BE COVERED IN THE IRS OPINION
LETTER.
III. DEFINITIONS
A. "Compensation"
Select the Compensation Definition, Computation Period and
Exclusions from Compensation for each Contribution Type from the
options listed below. Enter the letter of the option selected on
the lines provided. Leave the line blank if no election needs to
be made.
EMPLOYER COMPENSATION COMPUTATION EXCLUSIONS
CONTRIBUTION TYPE DEFINITION PERIOD
All Employer Contributions b a f
Discretionary
Match
QNEC/QMAC
EMPLOYEE COMPENSATION COMPUTATION EXCLUSIONS
CONTRIBUTION TYPE DEFINITION PERIOD
All Employee Contributions b a f
Elective Deferrals
After-Tax Voluntary
Required After-Tax
NONDISCRIMINATION COMPENSATION COMPUTATION TESTS
DEFINITION PERIOD
ADP/ACP e a
NOTE: COMPUTATION PERIODS MUST BE CONSISTENT FOR ALL PURPOSES. IF
VARYING COMPUTATION PERIODS ARE INDICATED, THE ELECTION SPECIFIED
FOR ADP/ACP NONDISCRIMINATION TESTING WILL BE DEEMED TO BE THE
ELECTION FOR ALL OTHER PURPOSES.
3
3
1. Compensation Definition:
a. Code Section 3401(a) - W-2 Compensation subject to income tax
withholding at the source.
b. Code Section 3401(a) - W-2 Compensation subject to income tax
withholding at the source, with all pre-tax Contributions
added in.
c. Code Section 6041/6051 - Income reportable on Form W-2.
d. Code Section 6041/6051 - Income reportable on Form W-2, with
all pre-tax Contributions added in.
e. Code Section 415 - All income received for services performed
for the Employer.
NOTE: THE CODE SECTION 415 DEFINITION WILL ALWAYS APPLY WITH RESPECT TO
SOLE PROPRIETORS AND PARTNERS.
2. Compensation Computation Period:
a. Compensation paid during a Plan Year while a Participant.
b. Compensation paid during entire Plan Year.
3. Exclusions From Compensation:
a. There will be no exclusions from Compensation under the Plan.
b. Overtime
c. Bonuses
d. Commissions
e. Exclusion applies only to Highly Compensated Employees
f. Other: THE PLAN EXCLUDES REIMBURSEMENTS OR OTHER EXPENSE
ALLOWANCES, FRINGE BENEFITS (CASH AND NONCASH), MOVING
EXPENSES AND DEFERRED COMPENSATION AND WELFARE BENEFITS.
NOTE: EXCLUSIONS FROM COMPENSATION ARE NOT ALLOWED FOR ALLOCATION OF
INTEGRATED CONTRIBUTIONS.
B. "Disability"
[_] 1. As defined in paragraph 1.23 of the Basic Plan Document #01.
[X] 2. Disability will be defined as: A PARTICIPANT'S PHYSICAL OR
MENTAL CONDITION OF A PERMANENT NATURE WHICH PREVENTS THE
PARTICIPANT FROM ENGAGING IN ANY SUBSTANTIAL GAINFUL
EMPLOYMENT WITHIN THE COMPANY. SUCH DISABILITY SHALL BE
DETERMINED BY THE COMMITTEE IN ACCORDANCE WITH PROCEDURES
UNIFORMLY APPLICABLE TO ALL PARTICIPANTS. THE COMMITTEE MAY
RELY UPON A COMPETENT PHYSICIAN CHOSEN BY THE PARTICIPANT AND
APPROVED BY THE COMMITTEE.
4
4
C. "Entry Date"
1. Select the Entry Date from the list below and enter on the line
corresponding to the Contribution type.
CONTRIBUTION TYPE ENTRY DATE
----------------- ----------
Elective Deferrals and Voluntary After-Tax and Required a
After-Tax
Employer Match a
All Other Contributions a
2. Entry Date Options:
a. The first day of the month coinciding with or next following
the date on which an Employee meets the eligibility
requirements.
b. The first day of the payroll period coinciding with or next
following the date on which an Employee meets the eligibility
requirements.
c. The first day of the Plan Year, or the first day of the
fourth, seventh or tenth month of the Plan Year coinciding
with or next following the date on which an Employee meets the
eligibility requirements.
d. The earlier of the first day of the Plan Year, or the first
day of the seventh month of the Plan Year coinciding with or
next following the date on which an Employee meets the
eligibility requirements.
e. The first day of the Plan Year following the date on which the
Employee meets the eligibility requirements. If this election
is made, the service waiting period cannot be greater than
one-half year and the minimum age requirement may not be
greater than age 20 1/2.
f. The Employee's date of hire.
D. "Highly Compensated Employees"
1. Top-Paid Group Election - Employees must be among the Top-Paid Group
and have earned more than $80,000, as indexed.
[X] a. Election is not applicable, the Top-Paid Group Election is
not applied.
[_] b. Election is applicable for the 1997 Plan Year.
[_] c. Election is applicable for the 1998 Plan Year.
[_] d. Election is applicable for the 1999 Plan Year.
[_] e. Election is applicable for 2000 and subsequent Plan Years.
NOTE: IF THE ABOVE TOP-PAID GROUP ELECTION IS MADE, SUCH ELECTION
SHALL APPLY TO ALL PLANS MAINTAINED BY THE EMPLOYER.
5
5
2. Prior Year Computation Period - If the Plan Year is not the calendar
year, the prior year computation period for purposes of determining
if an Employee earned more than $80,000, as indexed, is the calendar
year beginning in the prior Plan Year.
[_] a. Election is not applicable, the Prior Year Computation Period
is not applied.
[_] b. Election is applicable for the 1997 Plan Year.
[_] c. Election is applicable for the 1998 Plan Year.
[_] d. Election is applicable for the 1999 Plan Year.
[X] e. Election is applicable for 2000 and subsequent Plan Years.
NOTE: IF THE ABOVE PRIOR YEAR COMPUTATION PERIOD ELECTION IS MADE,
SUCH ELECTION SHALL APPLY TO ALL PLANS MAINTAINED BY THE EMPLOYER.
E. "Hours of Service" (Do not complete this section if using the Elapsed Time
Method)
Hours shall be determined on the basis of the method selected below. Only
one method may be selected. The method selected shall be applied to all
Employees covered under the Plan as follows:
[X] 1. On the basis of actual hours for which an Employee is paid or
entitled to payment
[_] 2. On the basis of days worked. An Employee shall be credited
with ten (10) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the day.
[_] 3. On the basis of weeks worked. An Employee shall be credited
with forty-five (45) Hours of Service if the Employee would be
credited with at least one (1) Hour of Service during the
week.
[_] 4. On the basis of semi-monthly payroll periods. An Employee
shall be credited with ninety-five (95) Hours of Service if
the Employee would be credited with at least one (1) Hour of
Service during the semi-monthly payroll period.
[_] 5. On the basis on months worked. An Employee shall be credited
with one-hundred-ninety (190) Hours of Service if the Employee
would be credited with at least one (1) Hour of Service during
the month.
F. "Integration Level"
[X] 1. Not applicable. The Plan's allocation formula is not
integrated with Social Security.
[_] 2. The maximum earnings considered wages for such Plan Year for
Social Security withholding purposes without regard to
Medicare.
[_] 3. ___% (not more than 100%) of the amount considered wages for
such Plan Year or Social Security withholding purposes without
regard to Medicare.
[_] 4. $___, provided that such amount is not in excess of the amount
determined under paragraph (2) above.
[_] 5. One dollar over 80% of the amount considered wages for such
Plan Year for Social Security withholding purposes without
regard to Medicare.
[_] 6. 20% of the maximum earnings considered wages for such Plan
Year for Social Security withholding purposes without regard
to Medicare.
6
6
G. "Limitation Year"
Unless elected otherwise below, the Limitation Year shall be the Plan Year.
The 12-consecutive month period commencing on _____ and ending on ________.
If applicable, there will be a short Limitation Year commencing on and
ending on . Thereafter, the Limitation Year shall end on the date specified
above.
H. "Net Profit"
[ ] 1. Not applicable. Employer Contributions to the Plan are not
conditioned on profits.
[_] 2. Definition found in paragraph 1.55 of the Basic Plan Document
#01.
[X] 3. Net profits shall be defined as: POSITIVE AFTER-TAX INCOME AS
PER THE EMPLOYER'S ANNUAL AUDITED FINANCIAL STATEMENTS
[X] 4. Net profits are not required for the following Contributions:
[X] a. Employer Matching Contributions
[X] b. Employer discretionary Contributions
NOTE: ELECTIVE DEFERRALS CAN ALWAYS BE CONTRIBUTED REGARDLESS OF PROFITS
AND TOP-HEAVY MINIMUMS ARE REQUIRED REGARDLESS OF PROFITS. ONLY USE (3) IF
THE DEFINITION IN PARAGRAPH 1.55 OF THE BASIC PLAN DOCUMENT #01 IS TO BE
SUPERSEDED.
I. "Plan Year"
The 12-consecutive month period commencing on April 1 and ending on MARCH
31.
If applicable, there will be a short Plan Year commencing on and ending
on. Thereafter, the Plan Year shall end on the date specified above.
J. "Qualified Joint and Survivor Annuity"
[X] 1. Not applicable. The Safe-Harbor provisions of paragraph 8.7 of
the Basic Plan Document #01 are applicable. The normal form of
payment is a lump sum and no option for annuity form of
payment is provided at Section XVIII(C) of this Adoption
Agreement.
[_] 2. The normal form of payment is a lump sum. The Plan does
provide for annuities as an optional form of payment at
Section XVIII(C) of this Adoption Agreement.
[_] 3. The Joint and Survivor Annuity rules are applicable and the
survivor annuity shall be __% (50%, 66 2/3 % , 75% or 100%) of
the annuity payable during the lives of the Participant and
his or her Spouse. If no answer is specified, 50% shall be
used.
K. "Year of Service"
Choose between the Hours of Service Method or Elapsed Time Method for
eligibility, allocation and vesting purposes.
For Eligibility Purposes (select one):
[_] 1. Elapsed Time Method
[_] 2. Hours of Service Method. A Year of Service will be credited
upon completion of Hours of Service. A Year of Service for
eligibility purposes will not be less than 1 Hour of Service
nor greater than 1,000 Hours.
7
7
[X] 3. Not applicable, the Plan is using Expected Year of Service
or has no service requirement under Section IV of this
Adoption Agreement.
For Allocation Accrual Purposes (select one):
[_] 1. Elapsed Time Method
[X] 2. Hours of Service Method. A Year of Service will be
credited upon completion of a stated number of Hours
of Service. (Choose number of hours for each item
below. The number may not be less than 1 hour of
Service nor greater than 1,000 Hours):
a. Allocation of Employer Matching Contributions N/A hours
b. Allocation of Employer discretionary Contributions 1,000 hours
For Vesting Purposes (select one):
[_] 1. Elapsed Time Method
[X] 2. Hours of Service Method. A Year of Service will be
credited upon completion of 1,000 Hours of Service. A
Year of Service for vesting purposes may not be less
than 1 Hour of Service nor greater than 1,000 Hours.
NOTE: FOR ALL PURPOSES, A YEAR OF SERVICE WILL NOT BE
GREATER THAN 1,000 HOURS BY OPERATION OF LAW; SEE
SECTIONS IV, IX AND XIII OF THIS ADOPTION AGREEMENT
FOR ADDITIONAL INFORMATION ON THE APPLICATION OF A
YEAR OF SERVICE.
L . "Valuation of Fund"
The Trust Fund shall be valued as of each Allocation Date, and on
the following Valuation Date(s):
[_] 1. There are no other mandatory Valuation Dates.
[X] 2. The following dates as specified:
[X] a. Daily [_] d. Semi-Annually
[_] b. Monthly [_] e. Annually
[_] c. Quarterly [_] f. Other:
[_] g. At the discretion of the
Plan Administrator
IV. ELIGIBILITY REQUIREMENTS
Complete the following charts using the eligibility requirements
outlined below.
A. Employees on the Effective Date of the Plan:
CONTRIBUTION TYPE MINIMUM SERVICE CLASS EXCLUSIONS ELIGIBILITY COMPUTATION
AGE REQUIREMENT PERIOD
All Contributions b d a,b,f,g b
Elective Deferrals, Top-Heavy,
Voluntary After-Tax and
Required After-Tax
Employer Match and QMACs
Discretionary
8
8
B. New Employees:
CONTRIBUTION TYPE MINIMUM SERVICE CLASS EXCLUSIONS ELIGIBILITY COMPUTATION
AGE REQUIREMENT PERIOD
All Contributions b d a,b,f,g b
Elective Deferrals, Top-Heavy,
Voluntary After-Tax and
Required After-Tax
Employer Match and QMACs
Discretionary
1. AGE: Minimum age may not be greater than age 21.
a. Not applicable, no age requirement.
b. Minimum age is 21 (may not be greater than 21).
2. SERVICE:
a. No Service requirement.
b. ___ months of Service.
c. 1 Expected Year of Service. May enter after six months of actual
service.
d. 1 Expected Year of Service. May enter after 3 months of actual
service (must be less than 1 year.
e. 1 Year of Service.
NOTE: THE MAXIMUM SERVICE REQUIREMENT FOR ELECTIVE DEFERRALS AND
TOP-HEAVY MINIMUM CONTRIBUTION IS 1 YEAR. FOR ALL OTHER CONTRIBUTIONS,
THE MAXIMUM IS 2 YEARS. IF THE SERVICE REQUIREMENT SELECTED FOR ANY
PLAN FEATURE IS LESS THAN 1 YEAR, AN EMPLOYEE WILL NOT BE REQUIRED TO
COMPLETE ANY SPECIFIED NUMBER OF HOURS OF SERVICE TO RECEIVE CREDIT FOR
SUCH PERIOD. IF A SERVICE REQUIREMENT GREATER THAN 1 YEAR IS ELECTED,
PARTICIPANTS MUST BE 100% VESTED IN THAT CONTRIBUTION.
3. CLASS EXCLUSIONS:
a. Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and Employee
Representatives, if benefits were the subject of good faith
bargaining and if two percent less of the Employees who are covered
pursuant to that agreement, are professionals as defined in Section
1.410(b)-9 of the Internal Revenue 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. Employees who are non-resident aliens [within the meaning of Code
Section 7701(b)(1) (B)] who receive no Earned Income [within the
meaning of Code Section 911(d)(2)] from the Employer which
constitutes income from sources within the United States [within the
meaning of Code Section 861(a)(3)].
c. Employees compensated on an hourly basis.
d. Employees compensated on a salaried basis.
e. Employees compensated on a Commission basis.
9
9
f. Leased Employees.
g. The Plan shall exclude from participation any nondiscriminatory
classification of Employees determined as follows: INDIVIDUALS
DEEMED TO BE INDEPENDENT CONTRACTORS BY THE EMPLOYER EVEN IF FOR
OTHER PURPOSES SUCH INDIVIDUALS SHALL BE CONSIDERED EMPLOYEES.
4. ELIGIBILITY COMPUTATION PERIOD:
The initial Eligibility Computation Period shall commence on the date
on which an Employee first performs an hour of Service and the first
anniversary thereof. Each subsequent Computation Period shall commence
on:
a. not applicable, the Plan does not have a Service Requirement
or uses the Elapsed Time Method to determine eligibility
pursuant to Section III(k) of this Adoption Agreement.
b. the anniversary of the Employee's employment date and each
subsequent 12 consecutive month period thereafter.
c. the first day of the Plan Year following the Employee's
employment date and each subsequent 12 consecutive month
period thereafter.
V. RETIREMENT AGE
A. Normal Retirement Age:
[X] 1. Normal Retirement Age shall be 65 (not to exceed 65).
[_] 2. Normal Retirement Age shall be the later of attaining
age (not to exceed age 65) or the (not to exceed the
5th) anniversary of the first day of the first Plan
Year in which the Participant commenced participation
in the Plan.
B. Early Retirement Age:
[_] 1. Not applicable.
[X] 2. The Plan shall have an Early Retirement Age of 55
(not less than 55) and completion of 0 Years of
Service.
VI. EMPLOYEE CONTRIBUTIONS
[X] A. Elective Deferrals:
Participants shall be permitted to make Elective Deferrals in
any amount from a minimum of 1% to a maximum of 15% of their
Compensation OR a flat dollar amount from a minimum of $ up to
a maximum of $ , not to exceed % of their Compensation.
[X] B. Changes in Employee Deferral Elections:
Participants shall be permitted to terminate their Employee
contributions at any time upon notice to the Employer.
Participants can amend their deferral elections:
[_] 1. On a daily basis.
[_] 2. As of the first day of each month.
[X] 3. As of the first day of each quarter.
[_] 4. Upon (not more than 90) days notice to the Plan
Administrator.
[_] 5. As of the beginning of the next payroll period
or, if not administratively feasible, as of the
next following payroll period.
[_] 6. Specify:
10
10
[_] C. Automatic Enrollment:
Participants shall automatically, upon first becoming eligible
to participate in the Plan, have Elective Deferrals withheld
from their pay in the amount of __% of Compensation.
Participants shall have the right, on proper and timely notice
to the Employer, to terminate or amend this Elective Deferral
percentage.
In the event a Participant has Elective Deferrals withheld
pursuant to this provision and has no investment elections
selected for such Elective Deferrals, such amounts shall
automatically be contributed to the following investment fund:
________.
[_] D. Bonus Option:
[_] 1. If cash bonuses paid by the Employer ARE
included in the definition of Compensation,
the Employer may permit a Participant to
amend their deferral election, on a one-time
basis, to defer to the Plan, an amount not
to exceed __% or ___$ of any bonus received
by the Participant for any Plan Year.
NOTE: IF THIS OPTION IS NOT ELECTED, AND CASH BONUSES ARE
INCLUDED IN THE DEFINITION OF COMPENSATION, THE PARTICIPANT'S
NORMAL DEFERRAL ELECTION PERCENTAGE WILL BE AUTOMATICALLY
WITHHELD FROM THE BONUS. IF CASH BONUSES ARE EXCLUDED FROM THE
DEFINITION OF COMPENSATION, NO WITHHOLDING WILL BE MADE.
[_] E. After-Tax Voluntary Contributions:
Participants shall be permitted to make After-Tax Voluntary
Contributions in any amount from a minimum of ____ % to a
maximum of ____ % of their Compensation OR a flat dollar
amount from a minimum of $ ____ to a maximum of $____.
[_] F. Required After-Tax Contributions (Thrift Savings Plans only):
Participants shall be required to make After-Tax Contributions
as follows:
[_] 1. ____% (not to exceed 6%) of Compensation.
[_] 2. A percentage determined by the Employee on
his or her enrollment form.
[X] G. Rollover Contributions:
[_] Participants may make Rollover Contributions.
[X] Employees may make Rollover Contributions prior to
meeting the eligibility requirements for
participation in the Plan.
[X] H. Transfer Contributions:
[_] Participants may make Transfer Contributions.
[X] Employees may make Transfer Contributions prior to
meeting the eligibility requirements for
participation in the Plan.
NOTE: THE EMPLOYER MAY REFUSE TO ACCEPT TRANSFER CONTRIBUTIONS
IF THE PLAN MEETS THE SAFE-HARBOR RULES OF PARAGRAPH 8.7 OF
THE BASIC PLAN DOCUMENT #01.
11
11
VII. SAFE-HARBOR PLAN PROVISIONS
[_] The Employer elects to comply with the Safe-Harbor Plan
provisions as outlined in IRS Notice 98-52 and elects one of the
following contribution formulas:
[_] A. BASIC MATCHING FORMULA: Under this formula, Matching
Contributions will be made on behalf of each Non-Highly
Compensated Employee, who is an eligible Employee, in an
amount equal to 100% of the amount of the Employee's
Elective Deferrals that do not exceed 3% of the Employees
Compensation and 50% of the amount of the Employee's
Elective Deferrals that exceed 3% of the Employees'
Compensation but that do not exceed 5% of the Employees
Compensation. All Contributions must be 100% vested when
made and the Employer must annualize the Matching
Contribution.
If the Safe-Harbor Matching Contribution is not being made
to this Plan, the name of the Plan providing the
Safe-Harbor Matching Contribution is: ____.
[_] B. ENHANCED MATCHING FORMULA: The Matching Contribution shall
be as follows: ____. All Contributions must be 100% vested
when made, and the Employer must annualize the
contribution.
The Matching Contribution made under the above formula,
may not be made with respect to Elective Deferrals that
exceed 6% of each eligible Employee's compensation. The
above formula must provide an aggregate amount of Matching
Contributions at least equal to the aggregate amount of
Matching Contributions that would have been provided under
the basic matching formula. The rate of Matching
Contributions may not increase as an Employee's rate of
Elective Deferrals increases.
If the Safe-Harbor Matching Contribution is not being made
to this Plan, the name of the Plan providing the
Safe-Harbor Matching Contribution is: ___.
[_] C. NON-ELECTIVE CONTRIBUTION FORMULA:
[_] 1. The Employer shall make a contribution
equal to at least 3% of the Compensation
of each Participant. The contribution
shall be allocated to [_] all eligible
Employees [_] all eligible Non-Highly
Compensated Employees. All Contributions
must be 100% vested when made.
[_] 2. The Employer shall make a Non-Elective
Contribution equal to __% (not less than
3%) of the Compensation of each
Participant The contribution shall be
allocated [_] to all eligible Employees
[_] all eligible Non-Highly Compensated
Employees. All Contributions must be 100%
vested when made.
If the Safe-Harbor Non-Elective Contribution is not being
made to this Plan, the name of the Plan providing the
Safe-Harbor Non-Elective Contribution is: ___.
NOTE: EMPLOYER CONTRIBUTIONS, IN ADDITION TO THE ABOVE
SAFE-HARBOR CONTRIBUTIONS, MAY BE MADE TO THE PLAN SUBJECT
TO THE REQUIREMENTS AND RESTRICTIONS OF IRS NOTICE 98-52.
HOWEVER, ANY PLAN UTILIZING A SAFE-HARBOR FORMULA PURSUANT
TO THIS SECTION MAY NOT UTILIZE AN INTEGRATED ALLOCATION
FORMULA PURSUANT TO SECTION VIII OF THIS ADOPTION
AGREEMENT.
IF THE SAFE-HARBOR PLAN PROVISIONS ARE ELECTED, THE
NONDISCRIMINATION TESTS AT ARTICLE XI OF THE BASIC PLAN
DOCUMENT #01 ARE NOT APPLICABLE. THE CONTRIBUTIONS MADE
ARE SUBJECT TO THE WITHDRAWAL RESTRICTIONS OF CODE SECTION
401(k)(2)(b) AND TREASURY REGULATION SECTION
1.401(k)-1(d); SUCH CONTRIBUTIONS (AND EARNINGS THEREON)
MUST NOT BE DISTRIBUTED EARLIER THAN SEPARATION FROM
SERVICE, DEATH, DISABILITY, AN EVENT DESCRIBED IN CODE
SECTION 401(k)(10), OR IN THE CASE OF A PROFIT SHARING OR
STOCK BONUS PLAN, THE ATTAINMENT OF AGE 59 1/2. PURSUANT
TO CODE SECTION 401(k)(2)(b) AND TREASURY REGULATION
SECTION 1.401(k)-1(d)(2)(II), HARDSHIP IS NOT A
DISTRIBUTABLE EVENT FOR CONTRIBUTIONS OTHER THAN ELECTIVE
DEFERRALS.
12
12
VIII. EMPLOYER CONTRIBUTIONS
The Employer shall make Contributions to the Plan in accordance with
the formula or formulas selected below. The Employer's contribution
shall be subject to the limitations contained in Articles III and X of
the Basic Plan Document #01. For this purpose, a contribution for a
Plan Year shall be limited for the Limitation Year that ends with or
within such Plan Year. The Employer's allocation for Plan Years
beginning prior to the Effective Date of this Plan shall be as
specified in any prior Plan documents.
NOTE: THIS SECTION VIII SHOULD BE LEFT BLANK IF THE PLAN OFFERS A
SAFE-HARBOR CONTRIBUTION ONLY. IF THE PLAN OFFERS A SAFE-HARBOR
MATCHING CONTRIBUTION IN ADDITION TO THE MATCHING CONTRIBUTION
SPECIFIED BELOW, THE FORMULA AND LIMITATIONS INDICATED BELOW DO NOT
APPLY TO THE SAFE-HARBOR MATCHING CONTRIBUTION.
[X] A. MATCHING EMPLOYER CONTRIBUTION FORMULAS: Select the
Matching Formula, Computation Period and Special
Limitations for each Contribution Type from the options
listed below. Enter the letter of the option selected on
the lines provided. Leave the line blank if no election
needs to be made.
TYPE OF CONTRIBUTION MATCHING MATCHING
FORMULA -1 LIMITATIONS FORMULA -2 LIMITATIONS
Elective Deferrals c b c f
Voluntary After-Tax
Required After-Tax
403(b) Deferrals
If any election is made for "403(b) Deferrals" above, this
plan is used to fund an Employer Contribution to any
existing 403(b) Plan sponsored by this Plan's Sponsor.
Name of corresponding 403(b) Plan:
1. MATCHING CONTRIBUTION FORMULAS:
a. PERCENTAGE MATCH: The Employer shall contribute to
each eligible Participant's account an amount
equal to ___ % of the Participant's Elective
Deferrals.
b. FLAT DOLLAR MATCH: The Employer shall contribute
and allocate to each Participant's account $____
if the Participant defers at least 1% of
Compensation.
c. DISCRETIONARY MATCH: The Employer's Matching
Contribution shall be determined by the Employer
with respect to each Plan Year. The Matching
Contribution shall be allocated to each
Participant in accordance with the
nondiscriminatory formula elected by the Employer.
(If this plan is also utilizing a safe harbor
contribution, pursuant to Section VII of this
Adoption Agreement, Discretionary Matching
Contributions may not exceed 4% of the
Compensation.)
d. TIERED MATCH: The Employer shall contribute and
allocate to each Participant's account an amount
equal to:
___% of the first ___% of the Participant's
Compensation deferred,
and
___% of the next ___% of the Participant's
Compensation deferred,
and
___% of the next ___% of the Participant's
Compensation deferred.
NOTE: THE PERCENTAGES SPECIFIED ABOVE MAY NOT
INCREASE AS THE PERCENTAGE OF PARTICIPANT'S
CONTRIBUTION INCREASES.
13
13
e. PROPORTIONATE COMPENSATION MATCH: The Employer shall contribute and
allocate to each Participant who defers at least 1% of Compensation,
an amount determined by multiplying such Employer Matching
Contribution by a fraction the numerator of which is the
Participant's Elective Deferrals and the denominator of which is the
Elective Deferrals of all Participants eligible to receive such an
allocation.
f. LENGTH OF SERVICE MATCH: The Employer shall make Matching
Contributions equal to the percentage determined under the following
schedule:
PARTICIPANT'S TOTAL YEARS OF SERVICE MATCHING PERCENTAGE
------------------------------------ -------------------
NOTE: EACH SEPARATE MATCHING PERCENTAGE CONTRIBUTION MUST SATISFY
401(a)(4) AND 401(m) TESTS.
2. LIMITATIONS AND SPECIAL RULES ON MATCHING FORMULAS:
a. The Employer elects to annualize Matching Contributions. At the end
of each Plan Year, the Plan Administrator shall re-determine the
Employer Matching Contribution for each Participant based upon his
or her eligible annual Compensation. Any Participant for whom the
Matching Contribution has not been sufficiently made in accordance
with the Matching Contribution formula elected by the Employer
above, shall receive an additional Matching Contribution so that the
total annual deferrals reflected as a percentage of eligible annual
Compensation are matched in accordance with the formula elected by
the Employer.
b. The Employer elects not to annualize Matching Contributions at Plan
Year end.
c. QUALIFIED MATCH: The Matching Contribution will be treated as a
Qualified Matching Contribution (QMAC).
d. ALLOCATIONS TO HIGHLY COMPENSATED EMPLOYEES: Allocation of the
Employer's Matching Contribution will not be made to Highly
Compensated Employees.
e. LIMITATIONS ON MATCHING CONTRIBUTIONS - FORMULA 1: The Employer's
Discretionary Matching Contribution in the category specified for
any Participant shall not be made on Elective Deferrals that exceed
___% of Compensation. In no event will the Employer's total Matching
Contribution exceed ___% of each Participant's Compensation or $___.
f. LIMITATIONS ON MATCHING CONTRIBUTIONS - FORMULA 2: The Employer's
Discretionary Matching Contribution in the category specified shall
be determined by the Employer with respect to each Plan Year.
NOTE: IF THE MATCHING CONTRIBUTION FORMULA SELECTED BY THE EMPLOYER IS
100% VESTED AND MAY NOT BE DISTRIBUTED TO THE PARTICIPANT BEFORE THE
EARLIER OF THE DATE THE PARTICIPANT SEPARATES FROM SERVICE, RETIRES,
BECOMES DISABLED, ATTAINS 59 1/2, OR DIES, IT MAY BE TREATED AS A
QUALIFIED MATCHING CONTRIBUTION.
14
14
[X] B. QUALIFIED NON-ELECTIVE EMPLOYER CONTRIBUTION FORMULAS:
[X] 1. DISCRETIONARY PERCENTAGE CONTRIBUTION FORMULA: The
Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Employee in proportion to his or her
Compensation as a percentage of the Compensation of all
eligible Participants. This part of the Employer's
contribution and the allocation thereof shall be
unrelated to any other Employer contribution made
hereunder and shall be fully vested. This contribution
will be allocated to:
[X] a. All Participants.
[_] b. Only Participants who are Non-Highly
Compensated Employees.
2. DISCRETIONARY FLAT DOLLAR CONTRIBUTION FORMULA: The
Employer shall have the right to make an additional
discretionary contribution which shall be allocated to
each eligible Participant in a flat dollar amount to be
determined by the Employer and allocated in a
non-discriminatory manner. This part of the Employer's
Contributions and the allocation thereof shall be
unrelated to any other Employer Contributions made
hereunder and shall be fully vested. This contribution
will be allocated to:
[_] a. All Participants.
[_] b. Only Participants who are Non-Highly
Compensated Employees.
NOTE: PURSUANT TO ARTICLE X OF THE BASIC PLAN DOCUMENT
#01, THE EMPLOYER SHALL ALWAYS HAVE THE RIGHT AND
ABILITY TO FUND A QUALIFIED NON-ELECTIVE CONTRIBUTION TO
THE PLAN, TO THE EXTENT NECESSARY TO PASS
NONDISCRIMINATION TESTING.
[X] C. DISCRETIONARY EMPLOYER CONTRIBUTION - NON-INTEGRATED FORMULA: The
Employer shall have the right to make an additional discretionary
contribution. The Employer's contribution for the Plan Year shall be
allocated to the accounts of eligible Participants as follows:
[X] 1. Such contribution shall be allocated to each eligible
Participant, in proportion to his or her Compensation,
as a percentage of the Compensation of all eligible
Participants.
[_] 2. Such contribution shall be a uniform dollar amount to
each eligible Participant.
[_] D. DISCRETIONARY EMPLOYER CONTRIBUTION - EXCESS INTEGRATED ALLOCATION
FORMULA: The Employer shall have the right to make an additional
discretionary contribution. The Employer contribution for the Plan
Year shall be allocated to the accounts of eligible Participants as
follows:
NOTE: IF THE PLAN IS NOT TOP-HEAVY, OR IF THE TOP-HEAVY MINIMUM
CONTRIBUTION OR BENEFIT IS PROVIDED UNDER ANOTHER PLAN COVERING THE
SAME EMPLOYEES, PARAGRAPH 1 AND 2 ABOVE MAY BE DISREGARDED AND 5.7%,
4.3% OR 5.4% MAY BE SUBSTITUTED FOR 2.7%, 1.2% OR 2.4% WHERE IT
APPEARS IN PARAGRAPH 3 ABOVE.
1. Step One: To the extent Contributions are sufficient, all
Participants will receive an allocation equal to 3% of their
Compensation.
15
15
2. Step Two: Any remaining Employer Contributions will be
allocated up to a maximum of 3% of excess Compensation of all
Participants to Participants who have Compensation in excess
of the Integration Level (excess Compensation). Each such
Participant will receive an allocation in the ratio that his
or her excess Compensation bears to the excess Compensation of
all Participants. If Employer Contributions are insufficient
to fund to this level, the Employer must determine the uniform
allocation percentage to allocate to those Participants who
have Compensation in excess of the Integration Level. To
determine this uniform allocation percentage, the Employer
must take the remaining Contribution and divide that amount by
the total excess Compensation of Participants.
3. Step 3: Any remaining Employer Contributions will be allocated
to all Participants in the ratio that their Compensation plus
excess Compensation bears to the total Compensation plus
excess Compensation of all Participants. Participants may only
receive an allocation of up to 2.7% of their Compensation plus
excess Compensation, under this allocation step. If the
Integration Level defined at Section III(F) is less than or
equal to the greater of $10,000 or 20% of the maximum, the
2.7% need not be reduced. If the amount specified is greater
than the greater of $10,000 or 20% of the maximum Taxable Wage
Base, but nor more than 80%, 2.7% must be reduced to 1.3%. If
the amount specified is greater than 80% but less than 100% of
the maximum Taxable Wage Base, the 2.7% must be reduced to
2.4%. If Employer Contributions are insufficient to fund to
this level, the Employer must determine the uniform allocation
percentage to allocate to those Participants who have
Compensation up to the Integration Level and excess
Compensation. To determine this uniform allocation percentage,
the Employer must take the remaining Contribution and divide
that amount by the total Compensation including excess
Compensation of Participants.
4. Step 4: Any remaining Employer Contributions will be allocated
to all Participants in the ratio that each Participant's
Compensation bears to all Participant's Compensation.
NOTE: ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED
WITH SOCIAL SECURITY. ALSO, ANY PLAN UTILIZING A SAFE-HARBOR FORMULA
AS PROVIDED IN SECTION VII OF THIS ADOPTION AGREEMENT, MAY NOT
UTILIZE AN INTEGRATED ALLOCATION FORMULA.
[_] E. DISCRETIONARY EMPLOYER CONTRIBUTION - BASE INTEGRATED ALLOCATION
FORMULA: The Employer shall have the right to make additional
discretionary contribution. To the extent that such Contributions
are sufficient, they shall be allocated as follows:
___% of each eligible Participant's Compensation plus ___% of
Compensation in excess of the Integration Level defined at Section
III(F) hereof. The percentage on excess Compensation may not exceed
the lesser of (i) the amount first specified in this paragraph or
(ii) the greater of 5.7% or the percentage rate of tax under Code
Section 311(a), as in effect on the first day of the Plan Year
attributable to the Old Age (OA) portion of the OASDI provisions of
the Social Security Act. If the Employer specifies an Integration
Level in Section III(F) which is lower than the Taxable Wage Base
for Social Security purposes (SSTWB) in effect as of the first day
of the Plan Year, the percentage contributed with respect to excess
Compensation must be adjusted. If the Plan's Integration Level is
greater than the larger of $10,000 or 20% of the SSTWB, but not more
than 80% of the SSTWB, the excess percentage is 4.3%. If the Plan's
Integration Level is greater than 80% of the SSTWB, but less than
100% of the SSTWB, the excess percentage is 5.4%.
NOTE: ONLY ONE PLAN MAINTAINED BY THE EMPLOYER MAY BE INTEGRATED
WITH SOCIAL SECURITY. ALSO, ANY PLAN UTILIZING A SAFE-HARBOR FORMULA
AS PROVIDED IN SECTION VII OF THIS ADOPTION AGREEMENT, MAY NOT
UTILIZE AN INTEGRATED ALLOCATION FORMULA.
[_] F. ADDITIONAL ADOPTING EMPLOYERS:
[_] 1. Contributions and forfeitures from participating
Employers under Section VIII(C) and/or Section VIII(D)
above shall be pooled together and allocated among all
eligible Participants.
16
16
[_] 2. Each participating Employer's contribution under
Section VIII( C) and/or Section (D) above and
forfeitures subject to reallocation attributable
to all Contributions made by such Employer shall
only be allocated to eligible Participant's of the
participating Employer.
NOTE: WHERE CONTRIBUTIONS AND FORFEITURES ARE TO BE ALLOCATED
TO ELIGIBLE PARTICIPANTS BY PARTICIPATING EMPLOYER, EACH SUCH
EMPLOYER MUST MAINTAIN DATA DEMONSTRATING THAT THE ALLOCATIONS
BY GROUP SATISFY THE NON-DISCRIMINATION RULES UNDER CODE
SECTION 401(A)(4).
[X] G. MINIMUM EMPLOYER CONTRIBUTION FORMULA UNDER TOP-HEAVY PLANS:
For any Plan Year during which the Plan is Top-Heavy, the sum
of the Contributions and forfeitures (excluding Elective
Deferrals) allocated to non-Key Employees, shall not be less
than the amount required under paragraph 15.2 of the Basic
Plan Document #01. Top-Heavy minimums will be allocated to:
[X] 1. All eligible Participants.
[_] 2. Only eligible non-Key Employees who are
Participants.
IX. ALLOCATION TO PARTICIPANTS
[_] A. All Safe-Harbor Non-Elective and Matching Contributions funded
pursuant to Section VII, of this Adoption Agreement, will be
made to all Employees who have satisfied the eligibility
requirements for Elective Deferrals pursuant to Section IV of
this Adoption Agreement.
[X] B. Employer Contributions for a Plan Year will be allocated to
all Participants who have met the following requirements (if
no provision is selected below, Participants will NOT be
required to complete a Year of Service or be employed on the
last day of the Plan Year to receive an allocation):
MATCH MATCH
FORMULA FORMULA
1 2 QNEC QMAC OTHER
----------------------------------------------
1. Employment as of the last day
of the Plan Year is required for:
a. All employees [_] [_] [_] [_] [_]
b. Termination [_] [_] [_] [_] [X]
c. Retirement [_] [_] [_] [_] [_]
d. Disability [_] [_] [_] [_] [_]
e. Death [_] [_] [_] [_] [_]
f. Other: [_] [_] [_] [_] [_]
2. A Year of Service will be required for :
a. All employees [_] [_] [_] [_] [_]
b. Active employees [_] [_] [_] [_] [X]
c. Termination [_] [_] [_] [_] [X]
d. Retirement [_] [_] [_] [_] [_]
e. Disability [_] [_] [_] [_] [_]
f. Death [_] [_] [_] [_] [_]
17
17
g. Other: [_] [_] [_] [_] [_]
[X] D. Leased Employees:
[X] 1. Not applicable. Leased Employees do not participate in
this plan.
[_] 2. If a Leased Employee of the Employer is a Participant in
the Plan and also participates in a plan maintained by
the leasing organization (select one):
[_] a. The Plan Administrator will determine the
Leased Employee's allocation of Employer
Contributions without taking into account the
Leased Employee's allocation, if any, under
the leasing organization's plan.
[_] b. The Plan Administrator will reduce a Leased
Employee's allocation of Employer
Non-Elective Contribution (other than
designated Qualified Non-Elective
Contributions) under this Plan by the
Leased Employee's allocation under the
leasing organization's plan, but only to the
extent that allocation is attributable to the
Leased Employee's Service provided to the
Employer.
[_] i. The leasing organization's plan
must be a money purchase plan which
would satisfy the definition of a
Safe-Harbor plan defined at 2.6 in
the Basic Plan Document #01,
irrespective of whether the
Safe-Harbor exception applies.
[_] ii. The leasing organization's plan must
satisfy the features and, if a
defined benefit plan, the method of
reduction described in an addendum to
this Adoption Agreement.
X. DISPOSITION OF FORFEITURES
A. FORFEITURE ALLOCATION ALTERNATIVES:
Number the order in which forfeitures associated with the contribution type will be allocated
DISPOSITION METHOD Employer Contribution Type
---------------------------------
Match Other Contributions
1. Reduce Matching Contribution 1 1
2. Offset Plan expenses 2 2
3. Allocate to all eligible Participants as an
additional Match*
4. Allocate to eligible Participants who are
NHCEs as an additional Match*
5. Reduce future Employer Contributions 3 3
6. Allocate to all eligible Participants in
proportion to Compensation
7. Allocate to eligible Participants who are
NHCEs in proportion to Compensation
* THESE CONTRIBUTIONS WILL BE INCLUDED IN THE ACP TEST.
18
18
B. Eligibility for Allocation if Disposition Methods in
X(A)(3)-(6) are Elected:
Participants eligible to share in the allocation of other
Employer Contributions under Section VIII shall be eligible to
share in the allocation of forfeitures except where
allocations are only to Non-Highly Compensated Employees.
C. Timing of Allocation of Forfeitures:
1. If no distribution or deemed distribution has been made
to a former Participant, non-vested portions shall be
forfeited as of the next Allocation Date following the
date on which the Participant separates from Service.
2. If a former Participant has received the full amount of
his or her vested interest, the non-vested portion of
his or her account shall be forfeited as of the next
Allocation Date following the date on which the former
Participant receives payment of his or her vested
benefit. Such forfeitures shall be disposed of:
[_] a. At the end of the Plan Year during which the
former Participant incurs his or her fifth
consecutive one-year Break in Service.
[X] b. As of any Allocation Date during the Plan
Year (or as soon as administratively
feasible following the close of the Plan
Year) in which the former Participant
received full payment of his or her vested
benefit.
[_] c. As of the earlier of the first day of the
Plan Year, or the first day of the seventh
month of the Plan Year following the date on
which the Participant received full payment
of his or her vested benefit.
NOTE: THE DISPOSITION OF AN EXCESS AGGREGATE CONTRIBUTION
SHALL BE MADE AT THE END OF THE APPLICABLE TEST YEAR, OR IF
NOT ADMINISTRATIVELY FEASIBLE, AT THE END OF THE FOLLOWING
PLAN YEAR.
D. Restoration of Forfeitures Upon Rehire:
If amounts are forfeited prior to five consecutive one-year
Breaks in Service, the Funds for restoration of account
balances to Participants will be obtained from the following
sources in the order indicated (number each item accordingly):
1 1. Current year's forfeitures.
2 2. Additional Employer contribution.
XI. LIMITATIONS ON ALLOCATIONS AND TOP-HEAVY CONTRIBUTIONS
A. Limitations on Allocations
[_] 1. This is the only Plan the Employer maintains or
ever maintained.
Allocation of Excess Annual Additions: In the
event that the allocation formula results in an
Excess Amount, such excess, after distribution of
Employee related Contributions pursuant to
paragraph 10.2 of the Basic Plan Document #01
shall be:
[_] a. Placed in a suspense account for the
benefit of the participant without the
crediting of gains or losses for the
benefit of the Participant.
[_] b. Reallocated as additional Employer
Contributions to all other Participants to
the extent that they do not have any
Excess Amount.
NOTE: IF NO METHOD IS SELECTED, THE SUSPENSE ACCOUNT METHOD WILL BE USED.
19
19
[X] 2. The Employer does maintain or has maintained another Plan [including
Welfare Benefit Fund or an individual medical account as defined in
Code ss.415(1)(2)], under which amounts are treated as Annual
Additions and has completed the proper sections below.
[_] 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 Article X of the Basic Plan
Document #01will apply, as if the other plan
were a Master or Prototype Plan.
[_] ii. The Employer has specified below the method
under which the plans will limit total Annual
Additions to the Maximum Permissible Amount,
and will properly reduce any Excess amounts, in
a manner that precludes Employer discretion.
[_] b. Allocation of Excess Annual Additions:
In the event that the allocation formula results in an
Excess Amount, such excess, after distribution of
Employee related Contributions pursuant to paragraph
10.2 of the Basic Plan Document #01 shall be:
[_] i. Placed in a suspense account for the benefit of
the Participant without the crediting of gains
or losses for the benefit of the Participant.
[_] ii. Reallocated as additional Employer
Contributions to all other Participants to the
extent that they do not have any Excess Amount.
NOTE: IF NO METHOD IS SELECTED, THE SUSPENSE ACCOUNT
METHOD WILL BE USED.
[X] c. If a Participant is or ever has been a participant in a
Defined Benefit Plan maintained by the Employer, the
Employer must specify below the provisions that satisfy
the 1.0 limitation of Code ss.415(e). Such provision
must preclude Employer discretion and is applicable for
Limitation Years beginning before January 1, 2000.
EFFECTIVE FOR LIMITATION YEARS BEGINNING BEFORE JANUARY
1, 2000, IF A PARTICIPANT IS PARTICIPATING IN ONE OR
MORE DEFINED BENEFIT PLANS OF THE EMPLOYER (OR AN
AFFILIATE) AND ONE OR MORE DEFINED CONTRIBUTION PLANS OF
THE EMPLOYER (OR AN AFFILIATE) THE NUMERATOR OF THE
DEFINED BENEFIT FRACTION (AS DEFINED IN CODE SECTION
415(e)(2)(A)) OF THE MONRO MUFFLER BRAKE, INC.
RETIREMENT PLAN FOR ANY PLAN YEAR SHALL BE LIMITED (OR
REDUCED, IF APPLICABLE), SO THAT A "COMBINED BENEFIT
FACTOR" IN EXCESS OF 1.0 SHALL NOT RESULT, PURSUANT TO
CODE SECTION 415(e).
B. Top-Heavy Provisions:
In the event the Plan is or becomes Top-Heavy, the minimum contribution or
benefit required under Code Section 416 relating to Top-Heavy Plans shall
be satisfied in the elected manner:
[_] 1. This is the only qualified retirement plan maintained by the
Employer. The minimum contribution will be satisfied by this
Plan.
[_] 2. The Employer does maintain another Defined Contribution Plan.
The minimum contribution will be satisfied by:
20
20
[_] a. This Plan.
[_] b.
(Name of other Qualified Plan)
[X] 3. The Employer does maintain a Defined Benefit Plan. A
method is stated below under which the minimum
contribution and benefit provisions of Code ss.416 will
be satisfied. Such method must preclude Employer
discretion and is applicable for Limitation Years
beginning before January 1, 2000. Interest and mortality
assumptions used in the Top-Heavy Ratio must be stated.
THE MINIMUM BENEFITS REQUIRED BY CODE SECTION 416 SHALL
BE PROVIDED UNDER THE MONRO MUFFLER BRAKE, INC.
RETIREMENT PLAN AND OFFSET BY BENEFITS PROVIDED UNDER
THIS PLAN. IN ADDITION, EFFECTIVE FOR LIMITATION YEARS
BEGINNING BEFORE JANUARY 1, 2000, IN ORDER TO COMPLY
WITH THE REQUIREMENTS OF CODE SECTION 416(h), IN THE
CASE OF A PARTICIPANT WHO IS OR HAS BEEN PARTICIPATING
IN A DEFINED CONTRIBUTION PLAN AND A DEFINED BENEFIT
PLAN OF THE EMPLOYER (OR AN AFFILIATE) IN ANY PLAN YEAR
IN WHICH THE PLAN IS TOP-HEAVY, THERE SHALL BE IMPOSED
UNDER THIS PLAN THE FOLLOWING LIMITATION IN ADDITION TO
ANY OTHER LIMITATIONS IMPOSED HEREIN. IN ANY SUCH YEAR,
FOR PURPOSES OF SATISFYING THE AGGREGATE LIMIT ON
CONTRIBUTIONS AND BENEFITS UNDER CODE SECTION 415(e),
BENEFITS PAYABLE FROM THIS PLAN SHALL BE REDUCED SO AS
TO COMPLY WITH A LIMIT DETERMINED IN ACCORDANCE WITH
CODE SECTION 415(e) BUT WITH THE NUMBER "1.0"
SUBSTITUTED FOR THE NUMBER "1.25" IN THE "DEFINED
BENEFIT PLAN FRACTION" (AS DEFINED IN CODE SECTION
415(e)(2)) AND THE "DEFINED CONTRIBUTION PLAN FRACTION"
(AS DEFINED IN CODE SECTION 415(e)(3)).
XII. NONDISCRIMINATION TESTING
[_] A. Not applicable for Plan Years beginning in 2000 and beyond.
The Plan is not subject to ADP or ACP testing. The Plan does
not offer an after-tax provision. It either meets the
Safe-Harbor provisions of Section VII of this Adoption
Agreement and the provisions of Notice 98-52, or does not
benefit any Highly Compensated Employees.
[_] B. Testing Elections for ADP and ACP (for Plan Years beginning in
2000 and beyond):
[_] 1. Current year data for all Participants will be
used.
[_] 2. Prior year data for Non-Highly Compensated
Employees will be used.
[X] C. Special Testing Election for the First Plan Year:
1. ADP Testing (select one)
[_] a. Current year data for all Participants will
be used.
[X] b. Current year data for Highly Compensated
Employees will be used. The ADP for
Non-Highly Compensated Employees is assumed
to be 3% or the actual ADP if greater.
2. ACP Testing (select one)
[_] a. Current year data for all Participants will
be used.
[X] b. Current year data for Highly Compensated
Employees will be used. The ACP for
Non-Highly Compensated Employees is assumed
to be 3% or the actual ACP if greater.
NOTE: PLEASE REFER TO SCHEDULE B FOR TESTING ELECTIONS FOR PLAN YEARS 1997-1999.
21
21
XIII. VESTING
Employees shall always have a fully vested and non-forfeitable interest in
any Employee (including Elective Deferrals) Contributions and their
investment earnings. Any Employer Contributions made pursuant to the
Safe-Harbor Plan provisions and any QNEC/QMAC contributions must be fully
vested when made.
Each Participant shall acquire a vested and non-forfeitable percentage in
his or her account balance attributable to the Employer Contributions and
their earnings under the schedules selected below except in any Plan Year
during which the Plan is determined to be Top-heavy. In any Plan Year in
which the Plan is Top-Heavy, two-twenty vesting schedule [option (B)(4)]
or the three-year cliff schedule [option (B)(3)] shall automatically apply
unless the Employer has elected a faster vesting schedule. If the Plan's
vesting schedule is changed, because of its Top-Heavy status, that vesting
schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment of this Adoption
Agreement.
A. Vesting Computation Period:
The computation period for purposes of determining Years of Service
and Breaks in Service for purposes of computing a Participant's
non-forfeitable right to his or her account balance derived from
Employer Contributions:
[_] 1. Shall not be applicable since Participant's are always
fully vested, or
[_] 2. Shall not be applicable since Section III(k) of this
Adoption Agreement is defined as Elapsed Time, or
[_] 3. Shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each
subsequent 12-consecutive month period shall commence on
the anniversary thereof, or
[X] 4. Shall commence on the first day of the Plan Year during
which an Employee first performs an Hour of Service for
the Employer and each subsequent 12-consecutive month
period shall commence on the anniversary thereof:
For Plans not using Elapsed Time, a Participant shall receive credit
for a Year of Service if he or she completes at least 1,000 Hours of
Service, or if lesser, the number of hours specified in Section
III(L) of this Adoption Agreement, at any time during the
12-consecutive month computation period. A Year of Service may be
earned prior to the end of the 12-consecutive month computation
period and the Participant need not be employed at the end of the
12-consecutive month computation period to receive credit for a Year
of Service.
B. Vesting Schedules:
Select option and complete blank vesting percentages from list below
and insert in Vesting Schedule chart below.
1 2 3 4 5 6 7
1. Full and immediate Vesting
2. ___% 100%
3. ___% ___% 100%
4. ___% 20% 40% 60% 80% 100%
5. ___% ___% 20% 40% 60% 80% 100%
22
22
6. 10% 20% 30% 40% 60% 80% 100%
7. 0% 0% 0% 0% 100%
8. 0% 25% 50% 75% 100% 100% 100%
NOTE: THE PERCENTAGES SELECTED FOR SCHEDULE (8) MAY NOT BE LESS
FOR ANY YEAR THAN THE PERCENTAGES SHOWN AT SCHEDULE (5).
VESTING SCHEDULE CHART EMPLOYER CONTRIBUTION TYPE
---------------------- --------------------------
All Employer Contributions
1 Safe-Harbor Contributions (matching or non-Elective)
8 Match on Elective deferrals
Match on Voluntary Contributions
Match on Required Employee Contributions
7 Discretionary Contribution Formula
8 Top-Heavy Minimum Contributions
C. Service Disregarded for Vesting:
[X] 1. Not applicable. All Service is considered.
[_] 2. Service prior to the Effective Date of this Plan or a
predecessor plan is disregarded when computing a
Participant's vested and non-forfeitable interest.
[_] 3. Service prior to a Participant having attained age 18 is
disregarded when computing a Participant's vested and
non-forfeitable interest.
XIV. SERVICE WITH PREDECESSOR ORGANIZATION
[X] A. Not applicable. The Plan does not recognize Service with any
Predecessor Organizations.
[_] B. Service with the following organizations will be considered
for the Plan purpose indicated:
ELIGIBILITY VESTING
____________________________________ [_] [_]
____________________________________ [_] [_]
XV. IN-SERVICE WITHDRAWALS
[X] A. In-service withdrawals pursuant to Section 6.8 of the Basic Plan
Document #01 are permitted. Participants may withdraw the following
contribution types after meeting the following requirements:
a b c d e
After-tax Voluntary [_] [_] [_] [_] [_]
Rollover [_] [X] [_] [_] [_]
Transfer [_] [X] [_] [_] [_]
Elective Deferrals [_] n/a n/a [_] [X]
Qualified Non-elective [_] n/a n/a [_] [X]
Qualified Matching [_] n/a n/a [_] [_]
Safe-Harbor Matching [_] n/a n/a [_] [_]
23
23
Safe-Harbor Non-elective [_] n/a n/a [_] [_]
Vested Non Safe-Harbor Matching
Formula 1 [_] [_] [_] [_] [X]
Vested Non Safe-Harbor Matching
Formula 2 [_] [_] [_] [_] [_]
Vested Non Safe-Harbor Discretionary [_] [_] [_] [_] [X]
a. Not available for in-service withdrawals at any time.
b. Available for in-service withdrawals at any time.
c. Participants having completed five or more Years of
Service may elect to withdraw all or any part of their
Vested Account Balance.
d. Participants may withdraw all or any part of their
Account Balance after having attained the Plan Normal
Retirement Age.
e. Participants may withdraw all or any part of their
Vested Account Balance after having attained age 59 1/2
(not less than 59 1/2).
[X] B. Hardship withdrawals are permitted in the Plan pursuant to
Section 6.9 of the Basic Plan Document #01. Participants may
withdraw the following contribution types (and applicable
earnings):
[X] Elective Deferrals [X] Vested Non Safe-Harbor Discretionary [_] Transfer
[_] Qualified Matching [X] Vested Non Safe-Harbor Matching
[_] Qualified Non-Elective [_] Rollover
XVI. ANCILLARY BENEFITS
[X] A. Participant loans as provided for in this paragraph 14.5 of
the Basic Plan Document #01 are permitted in accordance with
the Employer's established loan procedures. Loan payments will
be suspended under the Plan as permitted under Code Section
414(u) in compliance with the Uniformed Service Employment and
Re-employment Rights Act of 1994.
[_] B. The insurance provisions of paragraph 14.6 of the Basic Plan
Document #01 are applicable.
XVII. INVESTMENT DIRECTION
A. Investment Management Responsibility:
The Employer shall appoint the Trustee to manage the assets of the
Plan unless otherwise indicated below. By selecting a box, the
Employer is making a designation as to who will have investment
authority over that specified contribution type.
INVESTMENT
EMPLOYER PARTICIPANT MANAGER
1. All Contributions [_] [X] [_]
2. Elective Deferrals [_] [_] [_]
3. Voluntary Contributions [_] [_] [_]
24
24
4. Required Contributions [_] [_] [_]
5. QMACs [_] [_] [_]
6. Matching Contributions [_] [_] [_]
7. QNECs [_] [_] [_]
8. Other Employer Contributions [_] [_] [_]
9. Rollover Contributions 10. [_] [_] [_]
10. Transfer Contributions
B. Limitations on Participant Directed Investments:
[X] 1. Participants are only permitted to select from among
investment alternatives made available by the Employer
under the Plan.
[_] 2. Participants are permitted to invest in any investment
permitted at paragraph 14.3 of the Basic Plan Document
#01.
C. ERISA Section 404(c):
[X] The Employer has elected to be covered by the fiduciary
liability provisions with respect to Participant directed
investments under ERISA Section 404(c).
NOTE: TO THE EXTENT THAT EMPLOYEE INVESTMENT DIRECTION WAS
PREVIOUSLY PERMITTED, THE EMPLOYER SHALL HAVE THE RIGHT TO EITHER
MAKE THE ASSETS PART OF THE GENERAL FUND, OR LEAVE THEM AS
SEPARATELY INVESTED SUBJECT TO PARAGRAPH 14.9 OF THE BASIC PLAN
DOCUMENT #01.
XVIII. DISTRIBUTION OPTIONS
A. Timing of Distributions [both (1) and (2) must be completed]:
1. Distributions payable as a result of termination for death,
disability or retirement shall be paid b [select from the list
at (A)(3) below].
2. Distributions payable as a result of termination for reasons
other than death, disability or retirement shall be paid c
[select from the list at (A)(3) below].
3. Distribution Options:
a. As soon as administratively feasible following the close
of the plan Year during which a distribution is
requested or is otherwise payable.
b. As soon as administratively feasible following the date
of which a distribution is requested or is otherwise
payable.
c. As soon as administratively feasible, after the close of
the Plan Year during which the Participant incurs 5
consecutive one-year Breaks in Service.
d. Only after the Participant has achieved the Plan's
Normal Retirement Age or Early Retirement Age, if
applicable.
25
25
B. Required Beginning Date:
1. The Required Beginning Date of any Participant who attains age
70 1/2 on or before December 31, 1995 is the April 1st of the
calendar year following the calendar year in which the
Participant attains age 70 1/2.
Beginning in 1996, such Participants who are not 5% owners may elect
to stop receiving minimum distributions pursuant to IRS Notice
97-45.
2. The Required Beginning Date of any Participant who attains age 70
1/2 on or after January 1, 1996, but no later than December 31,
1998, and who is not a 5% owner is as follows (select on from
below):
[_] a. The April 1st of the calendar year following the
calendar year in which the Participant attains age
70 1/2.
[X] b. Either the April 1st of the calendar year following the
calendar year in which the Participant attains age 70
1/2 or the April 1st of the calendar year following the
calendar year in which the Participant retires.
Participants attaining age 70 1/2 after December 31,
1996 must elect by the April 1st of the calendar year
following the calendar year in which the Participant
attains age 70 1/2 to defer distributions until
retirement. Participants attaining age 70 1/2 in 1996
must elect by December 31, 1997 to defer distributions
until retirement. If the appropriate election is not
made, the Participant will begin receiving distributions
by the April 1st of the calendar year following the
calendar year in which the Participant attains age 70
1/2.
3. The Required Beginning Date of a Participant who attains age 70 1/2
on or after January 1, 1999 and who is not at 5% owner, is the later
of the April 1st of the calendar year following the calendar year in
which the Participant attains age 70 1/2 or the April 1st of the
calendar year following the calendar year in which the Participant
retires.
Except that such Participant may elect to begin receiving
distributions as of the April 1st of the calendar year following the
calendar year in which the Participant attains age 70 1/2. Any
distributions made pursuant to such an election will not be
considered required minimum distributions. Such distributions will
be considered in-service distributions and as such, will be subject
to applicable withholding.
NOTE: THE REQUIRED BEGINNING DATE OF ANY PARTICIPANT WHO IS
CONSIDERED A 5% OWNER IS THE APRIL 1ST OF THE CALENDAR YEAR
FOLLOWING THE CALENDAR YEAR IN WHICH THE PARTICIPANT ATTAINS AGE 70
1/2 REGARDLESS OF WHEN SUCH PARTICIPANT ATTAINS AGE 70 1/2.
C. Forms of Payment (select all that apply):
[X] 1. Lump Sum
[_] 2. Partial
[X] 3. Installment Payments
[_] 4. Life Annuity
[_] 5. Term Certain Annuity with payments guaranteed for ____ years
(not to exceed 20).
[_] 6. Joint and [_] 50%, [_] 66-2/3%, [_] 75% or [_] 100% survivor
annuity.
[_] 7. Other: _____.
26
26
NOTE: NORMAL FORM OF PAYMENT IS DETERMINED AT SECTION III(K) OF THIS
ADOPTION AGREEMENT. IN ADDITION, IF OPTION III(K)(1) OF THIS
ADOPTION AGREEMENT IS SELECTED, NO FORM OF PAYMENT OTHER THAN LUMP
SUM MAY BE SELECTED ABOVE.
D. Recalculation of Life Expectancy:
When determining installment payments in satisfying the minimum
distribution requirements under the Plan, Life Expectancy shall:
[X] 1. Be recalculated at the Participant's election.
[_] 2. Be recalculated.
[_] 3. Not be recalculated.
XIX. SIGNATURES
It is recommended that the Employer consult with legal counsel and/or a
tax advisor before executing this Adoption Agreement.
A. EMPLOYER:
This Agreement, and the corresponding provisions of the Basic Plan
Document #01, were adopted by the Employer the ___ day of ___,
_____.
Name of Employer: MONRO MUFFLER BRAKE, INC.
Executed by (enter name):
Title:
Signature:
B. Participating Employers (attach additional pages if necessary):
Name of Participating Employer:
Executed by (enter name):
Title:
Signature:
Name of Participating Employer:
Executed by (enter name):
Title:
Signature:
The Employer understands that its failure to properly complete the
Adoption Agreement may result in disqualification of its Plan.
EMPLOYER'S RELIANCE: The adopting Employer (and any participating
Employers) 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 Code Section 401. In order to obtain reliance with respect to the
Plan qualification, the Employer must apply to the Internal Revenue
Service for a determination letter.
27
27
C. TRUSTEE:
[_] 1. Not applicable. Plan assets invested solely in Group Annuity
Contracts(s). There is no Trustee and the terms of the
Contract(s) will apply.
[X] 2. The Trustee appears on a separate Trust Agreement attached to
the Plan and hence any and all trust provisions in this
Adoption Agreement and corresponding Basic Plan Document #01
are not applicable.
[_] 3. The Trust provisions of this Adoption Agreement and
corresponding Basic Plan Document #01 are applicable. The
Plan's Trustee is as follows:
Name and address of Trustee:
The Employer's Plan as contained herein, was accepted by the
Trustee the ___ day of ___, ____.
Accepted on behalf of the
Trustee by:
Title:
Signature:
28
28
SCHEDULE A
PRIOR PLAN PROVISIONS AND PROTECTED BENEFITS
The following are provisions of the Employer's prior Plan document(s):
1. Plan provision:
Effective Date:
2. Plan provision:
Effective Date:
3. Plan provision:
Effective Date:
4. Plan provision:
Effective Date:
5. Plan provision:
Effective Date:
29
29
SCHEDULE B
TESTING ELECTIONS - CURRENT OR PRIOR YEAR ELECTION
The following elections are made with regard to satisfying the Average Deferral
Percentage Test (ADP Test) and, if applicable, the Average Contribution
Percentage Test (ACP Test). Each election is applicable for the Plan Year
indicated.
A. Testing Elections for the Plan Year beginning in 1997:
1. ADP Testing:
[X] a. Not applicable.
[_] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
2. ACP Testing:
[X] a. Not applicable.
[_] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
B. Testing Elections for the Plan Year beginning in 1998:
1. ADP Testing:
[X] a. Not applicable.
[_] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
2. ACP Testing:
[X] a. Not applicable.
[_] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
C. Testing Elections for the Plan Year beginning in 1999:
1. ADP Testing:
[_] a. Not applicable.
[X] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
2. ACP Testing:
[_] a. Not applicable.
[X] b. Current year data for all Participants will be used.
[_] c. Prior year data for Non-Highly Compensated Employees
will be used.
30
