EXHIBIT 10.3(b)
XXXXXX FLEXIBLE 401(K) AND PROFIT SHARING PLAN
PLAN AGREEMENT #001
This is the Plan Agreement for a Xxxxxx nonstandardized prototype 401(k) plan
with optional profit sharing plan provisions. Please consult a tax or legal
advisor and review the entire form before you sign it. If you fail to fill out
this Xxxxxx Plan Agreement properly, the Plan may be disqualified. By executing
this Plan Agreement, the Employer establishes a 401(k) and profit sharing plan
and trust upon the terms and conditions of Xxxxxx Basic Plan Document #07, as
supplemented and modified by the provisions elected by the Employer in this Plan
Agreement. THIS PLAN AGREEMENT MUST BE ACCEPTED BY XXXXXX IN ORDER FOR THE
EMPLOYER TO RECEIVE FUTURE AMENDMENTS TO THE XXXXXX FLEXIBLE 401(K) AND PROFIT
SHARING PLAN.
* * * * *
1. Employer Information. The Employer adopting this Plan is:
A. Employer Name: Environmental Elements Corporation
B. Employer Identification Number: 00-0000000
C. Employer Address: 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
D. SIC Code: 8911
E. Employer Contact: Name: Xxxx X. Xxxxxxx
Title: Corporate Secretary Phone #: 000-000-0000
F. Fiscal Year: 4/1 through 3/31
(month/day) (month/day)
G. Type of Entity (check one):
X
_______Corporation _______Partnership _______Subchapter S Corporation
_______Sole proprietorship _______Other_________________________________________
H. Plan Name: Environmental Elements Corporation 401(k) Retirement Savings Plan
I. Plan Number: 003 (complete)
Plan Information.
A. Plan Year. Check one:
X
_____ (1) The Calendar Year.
_____ (2) The Plan Year will be the same as the Fiscal
Year of the Employer shown in 1.F. above. If
the Fiscal Year of the Employer changes, the
Plan Year will change accordingly.
_____ (3) The Plan Year will be the period of 12 months
beginning on the first day of
___________________(month) and ending on the
last day of ___________________(month).
_____ (4) A short Plan Year commencing on
________________(month/day/year) and ending on
______________(month/day/year) and immediately
thereafter the 12-consecutive month period
commencing on ________________(month/day).
The Plan Year will also be your Plan's Limitation Year for
purposes of the contribution limitation rules in Article 6 of
the Plan.
B. Effective Date of Adoption of Plan.
(1) Are you adopting this Plan to replace an existing plan?
X
_________(a) Yes. _________(b) No.
(2) If you answered Yes in 2.B(1) above, the Effective
Date of your adoption of this Replacement Plan will
be the first day of the current Plan Year unless you
elect a later date in (2)(b) below. Please complete
the following:
(a) 10/1/89
Original Effective Date of the Plan you are Replacing
(b) 7/1/97
Effective Date of this Replacement Plan
(3) If you answered No in 2B(1) above, the Effective Date
of your adoption of this Plan will be the day you
select below (not before the first day of the current
Plan Year, and not before the day your Business
began):
(a) The Effective Date is: __________________________
month/day/year
2
C. Identifying Highly Compensated Employees. Check either (1) or (2).
X
_____ (1) The Plan will use the regular method under Plan Section 2.58(a) for
identifying Highly Compensated Employees.
If you selected this option and your Plan
Year is the calendar year, do you wish to
make the regular method's "calendar year
election" for identifying your Highly
Compensated Employees?
X
__________(a) Yes. __________(b) No.
_____ (2) The Plan will use the simplified method under Plan
Section 2.58(b) for identifying Highly Compensated
Employees.
3. Eligibility for Plan Participation (Plan Section 3.1). Employees will
be eligible to participate in the Plan when they complete the
requirements you select in A, B, C and D below.
A. Classes of Eligible Employees. The Plan will cover all employees who have met the age and
service requirements with the following exclusions:
_____ (1) No exclusions. All job classifications will be eligible.
X
_____ (2) The Plan will exclude employees in a unit of
Employees covered by a collective bargaining
agreement with respect to which retirement benefits
were the subject of good faith bargaining, with the
exception of the following collective bargaining
units, which will be included:
none at this time.
X
_____ (3) The Plan will exclude employees who are non-resident
aliens without U.S. source income.
_____ (4) Employees of the following Affiliated Employers
(specify):
X
_____ (5) Leased Employees.
_____ (6) Employees in the following other classes (specify):
3
B. Age Requirement (check and complete (1) or (2)):
_____ (1) No minimum age required for participation.
X
_____ (2) Employees must reach age 18 (not over 21) to participate.
C. Service Requirements.
(1) Elective Deferrals. To become eligible, an employee must complete (choose one):
_____ (a) No minimum service required.
X
_____ (b) One 6-month Eligibility Period.
_____ (c) One ___-month Eligibility Period (must be less than 12).
_____ (d) One 12-month Eligibility Period.
(2) Employer Matching Contributions. To become eligible,
an employee must complete (choose one):
_____ (a) No minimum service required.
X
_____ (b) One 6-month Eligibility Period.
_____ (c) One ___-month Eligibility Period (must be less than 12).
_____ (d) One 12-month Eligibility Period.
_____ (e) Two 12-month Eligibility Periods
(may only be chosen if you adopt the
vesting schedule under item
9.A(3)(a) to provide 100% full and
immediate vesting of Employer
Matching Contributions).
_____ (f) Not applicable. The Employer will
not make Employer Matching
Contributions.
(3) Profit Sharing Contributions. To become eligible, an
employee must complete (choose one):
_____ (a) No minimum service required.
X
_____ (b) One 6-month Eligibility Period.
_____ (c) One ___-month Eligibility Period (must be less than 12).
_____ (d) One 12-month Eligibility Period.
_____ (e) Two 12-month Eligibility Periods
(may only be chosen if you adopt the
vesting schedule under item
9.A(3)(a) to provide for 100% full
and immediate vesting of Profit
Sharing Contributions).
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_____ (f) Not applicable. The Employer will
not make Profit Sharing
Contributions.
(4) If the Employer acquired a business on or before the
Effective Date of this Plan and the Eligibility
Periods selected in (1), (2) and (3) for former
employees of that acquired business will include the
former employees' periods of employment with that
business, list the business below. Any acquired
business which had a plan which the Employer now
maintains must be listed below.
(5) If the Employer acquires a business after the
Effective Date, the Eligibility Periods for an
employee of the acquired business will be the periods
selected in (1), (2) and (3) beginning on (check (a)
or (b)):
_____ (a) the date the employee began work with
the acquired business.
X
_____ (b) the date of the acquisition
(i.e., the date the employee begins
work for the Employer).
(6) Hours of Service for Eligibility Periods.
(a) 6-Month Eligibility Period. To receive
credit for a 6-month Eligibility Period, an
employee must complete 6 months of service,
during which he completes at least:
X
_______ (i) 500 Hours of Service.
_______ (ii) ___________ Hours of Service.
(under 500)
(b) 12-Month Eligibility Period. To receive credit
for a 12-month Eligibility Period, an employee
must complete 12 months of service, during
which he completes at least:
_______ (i) 1,000 Hours of Service.
_______ (ii) _____________ Hours of Service.
(under 1,000)
(c) Other Eligibility Period. To receive credit
for the Eligibility Period selected in
3.C(1)(c), 3.C(2)(c) and/or 3.C(3)(c) above,
an employee must complete during it at least:
_______ (i) _____________ Hours of Service.
(under 1,000)
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(7) Method of Crediting Hours of Service For Eligibility
and Vesting. Hours of Service will be credited to an
employee by the following method (check one):
X
_____ (a) Actual hours for which an employee is paid.
_____ (b) Any employee who has one actual paid
hour in the following period will be
credited with the number of Hours of
Service indicated (check one):
_______ (i) Day (10 Hours of Service).
_______ (ii) Week (45 Hours of Service).
_______ (iii) Semi-monthly payroll period (95 Hours of Service).
_______ (iv) Month (190 Hours of Service).
(8) Entry Dates. Each employee in an eligible class who
completes the age and service requirements specified
above will begin to participate in the Plan on (check
one):
_____ (a) The first day of the month in which he
fulfills the requirements.
X
_____ (b) The first of the following dates
occurring after he fulfills the
requirements (check one):
_______ (i) The first day of
the month
following the date
he fulfills the
requirements
(monthly).
X
_______ (ii) The first day
of the first,
fourth, seventh
and tenth months
in a Plan Year
(quarterly).
_______ (iii) The first day of
the first month
and the seventh
month in a Plan
Year (semiannually).
_____ (c) Other: ________________________________(May
be no later than (i) the first day
of the Plan Year after which he
fulfills the requirements, and
(ii) the date six months after
the date on which he fulfills the
requirements, which ever occurs
first.)
D. (FOR NEW PLANS ONLY) Will all eligible Employees as of the
Effective Date be required to meet the age and service
requirements for participation specified in B and C above?
_____ (a) Yes.
_____ (b) No. Eligible Employees will be eligible to
become Participants as of the Effective Date
even if they have not satisfied (check one
or both):
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_______ (i) the age requirement.
_______ (ii) the service requirement.
4. Contributions.
A. Elective Deferrals (Plan Section 5.2). Your Plan will allow
employees to elect pre-tax contributions under Section 401(k)
of the Code. You must complete this part A.
(1) A Participant may make Elective Deferrals for each
year in an amount not to exceed (check one):
X
_____ (a) 15% of his Earnings.
_____ (b) ___% of his Earnings not to exceed $________
(specify a dollar amount).
_____ (c) $________ (specify a dollar amount).
(2) Will a Participant be required to make a minimum
Elective Deferral in order to make Elective Deferrals
under the Plan? (check one and complete as
applicable)
_____ (a) No.
X
_____ (b) Yes. The minimum Elective
Deferral will be 1% of the
Participant's Earnings.
(3) A Participant may begin to make Elective Deferrals,
or change the amount of his Elective Deferrals, as of
the following dates (check one):
_____ (a) First business day of each month (monthly).
X
_____ (b) First business day of the first,
fourth, seventh and tenth months of
the Plan Year (quarterly).
_____ (c) First business day of the first and
seventh months of the Plan Year
(semiannually).
_____ (d) First business day of the Plan Year
only (annually).
_____ (e) Other: _____________________________
(4) Will Participants be permitted to make separate
Elective Deferrals of bonuses, even if bonuses have
otherwise been excluded from Compensation for the
purpose of Elective Deferrals under 7.A(1)?
X
_____ (a) Yes. _____ (b) No.
B. Employer Matching Contributions. (Plan Section 5.8). Complete
this part B only if you will make Employer Matching
Contributions under the Plan.
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(1) The Employer will contribute and will allocate to
each Qualified Participant's Employee Matching
Account an Employer Matching Contribution on the
basis set forth below:
X
_____ (a) Discretionary matching
contributions. (The Employer may
select this option in addition to
option (b) if the Employer wishes to
have the option to make
discretionary matching contributions
in addition to fixed matching
contributions.)
_____ (b) Fixed matching contributions.
_______ (i) based on Elective Deferrals:
_____ (A) ___% of Elective Deferrals
_____ (B) ___% of Elective Deferrals up to ___% of Earnings.
_____ (C) ___% of Elective Deferrals
up to ___% of Earnings and
___% of Elective Deferrals over that percentage
of Earnings and up to ___% of Earnings. (The
third percentage number must be less than
the first percentage number.)
_____ (D) ___% of Elective Deferrals up to $________ of
Elective Deferrals.
_____ (E) ___% of Elective Deferrals up to $________ of
Elective Deferrals and ___% of Elective
Deferrals over that dollar amount and up to
$_______ of Elective Deferrals. (The last
percentage must be less than the first
percentage).
_______ (ii) based on after-tax Participant Contributions:
_____ (A) ___% of Participant Contributions.
_____ (B) ___% of Participant Contributions up to ___%
of Earnings.
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_____ (C) ___% of Participant Contributions up to ___%
of Earnings and ___% of Participant
Contributions over that percentage of
Earnings and up to ___% of Participant
Contributions. (The third percentage must be
less than the first percentage)
_____ (D) ___% of Participant Contributions up to $_______
of Participant Contributions.
_____ (E) ___% of Participant Contributions up to $_______
of Participant Contributions and
___% of Participant Contributions
over that dollar amount and up to $_______
of Participant Contributions.
(The last percentage must be less
than the first percentage).
(2) Qualified Participant. In order to receive an
allocation of Employer Matching Contributions for a
Plan Year, an Employee must be a Qualified
Participant for that purpose. Select below either (a)
alone, or any combination of (b), (c) and (d).
_____ (a) To be a Qualified Participant
eligible to receive Employer
Matching Contributions for a Plan
Year, an Employee must (check (i) or
(ii)):
_______ (i) Either be employed
on the last day of
the Plan Year,
complete more than
500 Hours of
Service in the
Plan Year, or
retire, die or
become disabled in
the Plan Year.
_______ (ii) Either be employed
on the last day of
the Plan Year or
complete more than
500 Hours of
Service in the
Plan Year.
Stop here if you checked (a). If you did not check
(a), check (b), (c) or (d), or any combination of
(b), (c) and (d).
To be a Qualified Participant eligible to receive
Employer Matching Contributions for a Plan Year, an
Employee must:
X
_____ (b) Be credited with 1 (choose 1, 501 or 1,000) Hours of Service in the
Plan Year.
9
_____ (c) Be an Employee on the last day of the Plan Year.
_____ (d) Retire, die or become disabled during
the Plan Year.
(3) Will the Employer have the option of making all or
any portion of its Employer Matching Contributions in
Employer Stock?
X
_____ (a) Yes. _____ (b) No.
C. Profit Sharing Contributions. (Plan Sections 4.1 and 4.2)
(1) Profit Limitation. Will Profit Sharing Contributions
to the Plan be limited to the current and accumulated
profits of your Business? Check one:
X
_____ (a) Yes. _____ (b) No.
(2) Amount. The Employer will contribute to the Plan for each
Plan Year (check one):
X
_____ (a) An amount chosen by the Employer from year to year.
_____ (b) ___% of the Earnings of all Qualified
Participants for the Plan Year.
_____ (c) $_______ for each Qualified Participant per _________
(enter time period, e.g. payroll
period, plan year).
(3) Allocations to Participants
(a) Allocation to Participants. Profit Sharing Contributions will be allocated:
X
_______ (i) Pro rata (percentage based on compensation).
_______ (ii) Uniform Dollar amount.
_______ (iii) Integrated With Social Security (complete (b) and (c) below).
(b) Integration with Social Security. (Complete
only if you have elected in 4.C(3)(a) to
integrate your Plan with Social Security.)
Profit Sharing Contributions will be
allocated to Qualified Participants as you
check below:
_______ (i) Profit Sharing
Contributions will be
allocated according to the
Top-Heavy Integration
Formula in Plan Section
4.2(c)(1) in every Plan
Year, whether or not the
Plan is top-heavy.
_______ (ii) Profit Sharing
Contributions will be
allocated according to the
Top-Heavy Integration
Formula in Plan Section
4.2(c)(1) only in Plan
Years in which the Plan is
top-
10
heavy. In all other
Plan Years, contributions
will be allocated according
to the Non-Top-Heavy
Integration Formula in Plan
Section 4.2(c)(2).
(c) Integration Level. (Complete only if you
have elected in 4.C(3)(a) to integrate your
Plan with Social Security.) The Integration
Level will be (check one):
_______ (i) The Social Security Wage
Base in effect at the
beginning of the Plan Year.
_______ (ii) ___% (not more than 100%) of
the Social Security Wage
Base in effect at the
beginning of the Plan Year.
_______ (iii) $_______ (not more than the Social
Security Wage Base).
Note: The Social Security Wage Base is indexed annually to
reflect increases in the cost of living.
(4) Qualified Participants. In order to receive an
allocation of Profit Sharing Contributions for a Plan
Year, an Employee must be a Qualified Participant for
this purpose. Select below either (a) alone, or any
combination of (b), (c) and (d).
_____ (a) To be a Qualified Participant
eligible to receive an allocation of
Profit Sharing Contributions for a
Plan Year, an Employee must (check
(i) or (ii)):
_______ (i) Either be employed
on the last day of
the Plan Year,
complete more than
500 Hours of
Service in the
Plan Year, or
retire, die or
become disabled in
the Plan Year.
_______ (ii) Either be employed
on the last day of
the Plan Year or
complete more than
500 Hours of
Service in the
Plan Year.
Stop here if you checked (a). If you did not check
(a), check (b), (c) or (d), or any combination of
(b), (c) and (d).
To be a Qualified Participant eligible to receive an
allocation of Profit Sharing Contributions for a Plan
Year, an Employee must:
X
_____ (b) Be credited with 1000 (choose 1, 501 or 1,000) Hours of Service in
the Plan Year.
X
_____ (c) Be an Employee on the last day of the Plan Year.
X
_____ (d) Retire, die or become disabled during the Plan Year.
11
D. Participant Contributions (Plan Section 4.6). Will your Plan
allow Participants to make after-tax contributions?
X
_____ (1) Yes. _____ (2) No.
E. Qualified Matching Contributions (Plan Section 2.61). Skip
this part E if you will not make Qualified Matching
Contributions.
(1) Qualified Matching Contributions will be made with respect
to (check one):
_____ (a) Elective Deferrals made by all Qualified Participants.
X
_____ (b) Elective Deferrals made only by
Qualified Participants who are not
Highly Compensated Participants.
(2) The amount of Qualified Matching Contributions made
with respect to a Participant will be:
X
_____ (a) discretionary.
_____ (b) fixed (check and complete (i), (ii) or (iii))
_______ (i) ___% of Elective Deferrals.
_______ (ii) ___% of Elective Deferrals that do
not exceed ___% of Earnings.
_______ (iii) ___% of Elective Deferrals that do
not exceed $_______.
F. Qualified Nonelective Contributions (Plan Section 2.62): Skip
this part F if you will not make Qualified Nonelective
Contributions.
(1) Qualified Nonelective Contributions will be made on behalf
of (check one):
_____ (a) All Qualified Participants.
X
_____ (b) Only Qualified Participants who are not Highly
Compensated Employees.
(2) The amount of Qualified Nonelective Contributions for a
Plan Year will be (check one):
_____ (a) ___% (not over 15%) of the Earnings of
Participants on whose behalf
Qualified Nonelective Contributions
are made.
12
X
_____ (b) An amount determined by the
Employer from year to year, to be
shared in proportion to their
Earnings by Participants on whose
behalf Qualified Nonelective
Contributions are made.
G. Forfeitures
(1) Employer Matching Contributions. Forfeitures of Employer Matching Contributions will
be used as follows (check and complete (a) or (b)):
X
_____ (a) Applied to reduce the following
contributions required of the
Employer (check (i) and/or (ii)):
X
_______ (i) Employer Matching Contributions.
X
_______ (ii) Profit Sharing Contributions.
_____ (b) Reallocated as follows (check (i) or (ii)):
_______ (i) As additional Employer Matching Contributions.
_______ (ii) As additional Profit Sharing Contributions.
(2) Profit Sharing Contributions. Forfeitures of Profit
Sharing Contributions will be used as follows (check
(a) or (b)):
X
_____ (a) Applied to reduce the following
contributions required of the
Employer (check (i) and/or (ii)):
X
_______ (i) Profit Sharing Contributions.
X
_______ (ii) Employer Matching Contributions.
_____ (b) Reallocated as additional Profit Sharing Contributions.
5. Top-Heavy Minimum Contributions (Plan Section 14.3). Skip paragraphs A
and B below if you do not maintain any other qualified plan in addition
to this Plan.
A. For any Plan Year in which the Plan is Top-Heavy, the
Top-Heavy minimum contribution (or benefit) for Non-Key
employees participating both in this Plan and another
qualified plan maintained by the Employer will be provided in
(check one):
X
_____ (1) This Plan. _____ (2) The other qualified plan.
B. If you maintain a defined benefit plan in addition to this
Plan, and the Top-Heavy Ratio (as defined in Plan Section
14.2(c)) for the combined plans is between 60% and 90%, you
may elect to provide an increased minimum allocation or
benefit pursuant to Plan Section 14.4. Specify your election
by completing the statement below:
13
The Employer will provide an increased (specify contribution
or benefit) benefit in its (specify defined contribution or
defined benefit) defined benefit plan as permitted under Plan
Section 14.4.
6. Other Plans. You must complete this section if you maintain or ever
maintained another qualified plan in which any Participant in this Plan
is (or was) a participant or could become a participant.
The Plan and your other plan(s) combined will meet the contribution
limitation rules in Article 6 of the Plan as you specify below:
A. If a Participant in the Plan is covered under another
qualified defined contribution plan maintained by your
Business, other than a master or prototype plan (check one):
_____ (1) The provisions of Section 6.2 of the Plan
will apply as if the other plan were a
master or prototype plan.
_____ (2) The plans will limit total annual additions
to the maximum permissible amount, and will
properly reduce any excess amounts, in the
manner you describe below.
B. If a Participant in the Plan is or has ever been a participant
in a defined benefit plan maintained by your Business, the
plans will meet the limits of Article 6 in the manner you
describe below:
Annual additions to defined contribution plan 401(k) will be
reduced before reducing benefits to defined benefit plan.
If your Business has ever maintained a defined benefit plan,
state below the interest rate and mortality table to be used
in establishing the present value of any benefit under the
defined benefit plan for purposes of computing the top-heavy
ratio:
Interest rate: % PBGC interest rate as of the first
day of plan year containing termination date
Mortality Table: PBGC mortality table formulas
7. Compensation (Plan Section 2.8).
A. Amount.
(1) Elective Deferrals and Employer Matching
Contributions. Compensation for the purposes of
determining the amount and allocation of Elective
Deferrals and Employer Matching Contributions will be
determined as follows (choose either (a) or (b), and
(c) and/or (d) as applicable).
14
X
_____ (a) Compensation will include Form W-2 earnings
as defined in Section 2.8 of the Plan.
_____ (b) Compensation will include all compensation included
in the definition of Code Section 415 Compensation in
Plan Section 6.5(b) of the Plan.
X
_____ (c) In addition to the amount provided in either
(a) or (b) above, Compensation will also
include any amounts withheld from the
employee under a 401(k) plan, cafeteria
plan, SARSEP, tax sheltered 403(b)
arrangement, or Code Section 457 deferred
compensation plan, and contributions
described in Code Section 414(h)(2) that are
picked up by a governmental employer.
_____ (d) Compensation will also exclude the following
amount (choose each that applies):
_______ (i) overtime pay.
_______ (ii) bonuses.
_______ (iii) commissions.
_______ (iv) other pay (describe): ___________. .
_______ (v) compensation in excess of $_______.
(2) Profit Sharing Contributions. Compensation for the
purposes of determining the amount and allocation of
Profit Sharing Contributions shall be determined as
follows (choose either (a) or (b), and (c) and/or
(d), as applicable).
X
_____ (a) Compensation will include Form
W-2 earnings as defined in Section
2.8 of the Plan.
_____ (b) Compensation will include all
compensation included in the
definition of Code Section 415
Compensation in Section 6.5(b) of
the Plan.
X
_____ (c) In addition to the amount
provided in either (a) or (b) above,
compensation will also include any
amounts withheld from the employee
under a 401(k) plan, cafeteria plan,
SARSEP, tax sheltered 403(b)
arrangement, or Code Section 457
deferred compensation plan, and
contributions described in Code
Section 414(h)(2) that are picked up
by a governmental employer.
_____ (d) Compensation will also exclude the
following amounts (choose each that
applies):
15
_______ (i) overtime pay.
_______ (ii) bonuses.
_______ (iii) commissions.
_______ (iv) other pay describe: _______.
_______ (v) compensation in excess of $_______.
Note: No exclusion under (d) may be selected
if Profit Sharing Contributions will be
integrated with Social Security under
4.C(3)(a)(iii). In addition, no exclusion
under (d) will apply for purposes of
determining the top-heavy minimum
contribution if the Plan is top-heavy.
B. Measuring Period. Compensation will be based on the Plan Year.
However, for an Employee's initial year of participation in
the Plan, Compensation will be recognized as of:
_____ (1) the first day of the Plan Year.
X
_____ (2) the date the Participant enters the Plan.
8. Distributions and Withdrawals.
A. Retirement Distributions.
(1) Normal Retirement Age (Plan Section 7.1). Normal retirement age will be the later of
55 (not over age 65) or _______ (not more than 5) years of participation in the
Plan.
(2) Early Retirement (Plan Section 7.1). Select one:
X
_____ (a) No early retirement will be permitted.
_____ (b) Early retirement will be permitted at age___.
_____ (c) Early retirement will be permitted
at age _______ with at least _______ Years of
Service.
(3) Annuities (Plan Section 9.3). Will your Plan permit
distributions in the form of a life annuity? You must
check Yes if this Plan replaces or serves as a
transferee plan for an existing Plan that permits
distributions in a life annuity form.
X
_____ (a) Yes _____ (b) No
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B. Hardship Distributions (Plan Section 12.2). Will your Plan permit
hardship distributions?
_____ (1) No.
X
_____ (2) Yes. Indicate below from which Accounts hardship withdrawals will
be permitted (check all that apply):
X
_____ (a) Elective Deferral Account.
X
_____ (b) Rollover Account.
_____ (c) Employer Matching Account.
_____ (d) Employer Contribution Account (i.e. Profit Sharing
Contributions).
C. Withdrawals after Age 59 1/2 (Plan Section 12.3). Will your
Plan permit employees over age 59 1/2 to withdraw amounts upon
request? You must check Yes if this Plan replaces an existing
Plan that permits withdrawals after age 59 1/2.
X
_____ (1) Yes. _____ (2) No.
Please note: In our present plan, can take out elective contributions only.
D. Withdrawals following Five Years of Participation or Two Years
after Contribution (Plan Section 12.4). Will your Plan permit
employees to withdraw amounts from the vested portion of their
Employer Matching Contribution Accounts and Employer
Contribution Accounts (i.e., Profit Sharing Contributions) if
either (i) the Participant has been a Participant for at least
five years, or (ii) the amount withdrawn from each of these
Accounts is limited to the amounts that were credited to that
Account prior to the date two years before the withdrawal? You
must check yes if this Plan replaces a Plan which permits
withdrawals in these circumstances.
X
_____ (1) Yes. _____ (2) No.
E. Loans (Plan Section 12.5). Will your Plan permit loans to
employees from the vested portion of their Accounts?
_____ (1) No.
X
_____ (2) Yes. Indicate below whether loans will
be permitted for any reason or only on
account of hardship:
X
_____ (a) Any reason.
_____ (b) Hardship only.
F. Automatic Distribution of Small Accounts (Plan Section 9.1).
Will your Plan automatically distribute vested account
balances not exceeding $3,500, within 60 days after the end of
the Plan Year in which a Participant separates from
employment?
17
X
_____ (1) Yes. _____ (2) No.
9. Vesting (Plan Article 8).
A. Time of Vesting (select (1) or (2) below and complete vesting schedule).
X
_____ (1) Single Vesting Schedule:
The vesting schedule selected below will
apply to both Employer Matching Contributions and
Profit Sharing Contributions.
_____ (2) Dual Vesting Schedules:
The vesting schedule marked with an "MC"
below will apply to Employer Matching
Contributions and the vesting schedule
marked with a "PS" below will apply to
Profit Sharing Contributions.
18
(3) Vesting Schedules:
_____ (a) 100% vesting immediately upon participation in the Plan.
_____ (b) Five-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 1 2 3 4 5
_____ (c) Seven-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 3 4 5 6 7
_____ (d) Six-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 2 3 4 5 6
_____ (e) Three-Year Cliff Schedule:
Vested Percentage 0% 100%
--- ----
Years of Service 0-2 3
_____ (f) Five-Year Cliff Schedule:
Vested Percentage 0% 100%
--- ----
Years of Service 0-4 5
X
_____ (g) Other Schedule (must be at least as
favorable as Seven-Year Graded Schedule or
Five-Year Cliff Schedule):
(i) Vested Percentage 0% 100% ___% ___% ___%
--- ----
(ii) Years of Service 0-4 5 ___ ___ ___
--- ----
19
(4) Top Heavy Schedule:
(a) If you selected above an "Other Schedule,"
specify in the space below the schedule that
will apply in Plan Years that the Plan is
top-heavy. The schedule you specify must be
at least as favorable to employees, at all
years of service, as either the Six-Year
Graded Schedule or the Three-Year Cliff
Schedule. The top-heavy vesting schedule
will be:
_____ (i) the same "Other Schedule" selected above.
X
_____ (ii) the following schedule:
Vested Percentage 20% 40% 60% 80% 100%
-- -- -- -- ---
Years of Service 1 2 3 4 5
-- -- -- -- ---
_____ (iii) Six-Year Graded Schedule.
_____ (iv) Three-Year Cliff Schedule.
(b) If the Plan becomes top-heavy in a Plan
Year, will the top-heavy vesting schedule
apply for all subsequent Plan Years?
X
_____ (i) Yes. _____ (ii) No.
B. Service for Vesting (select (1) or (2), and complete (3)).
X
_____ (1) All of an employee's service will be
used to determine his Years of Service for
purposes of vesting.
_____ (2) An employee's Years of Service for vesting
will include all years except (check all
that apply):
_____ (a) (New plan) service before the effective date of the plan.
_____ (b) (Existing plan) service before the effective date
of the existing plan.
_____ (c) Service before the Plan Year in which an employee reached age 18.
(3) Will an employee's service for a business acquired by
the Employer that was performed before the
acquisition be included in determining an employee's
Years of Service for vesting?
X
_____ (a) Yes. _____ (b) No.
20
List below any business acquired on or before the
Effective Date for which an employee's service will
be included in determining an employee's Years of
Service for vesting. Service of an employee for a
predecessor employer (which includes an acquired
business) whose plan the Employer maintains must be
included as service for the Employer under this Plan.
Therefore, also list below any predecessor employer
whose plan the Employer maintains:
C. Hours of Service for Vesting. The number of Hours of Service
required for crediting a Year of Service for vesting will be
(check one):
X
_____ (1) 1,000 Hours of Service.
_____ (2) ____________________ Hours of Service.
(under 1,000)
Hours of Service for vesting will be credited according to the
method selected under 3.C(6).
D. Year of Service Measuring Period for Vesting (Plan Section
2.52). The periods of 12 months used for measuring Years of
Service will be (check one):
X
_____ (1) Plan Years.
_____ (2) 12-month Eligibility Periods.
Note: If you are adopting this Plan to replace an existing plan,
employees will be credited under this Plan with all service credited to
them under the plan you are replacing.
10. Investments (Plan Sections 13.2 and 13.3).
A. Available Investment Products (Plan Section 13.2). The investment options available under the
Plan are identified in the Service Agreement or such other written instructions between the
Employer and Xxxxxx, as the case may be. All Investment Products must be sponsored,
underwritten, managed or expressly agreed to in writing by Xxxxxx. If there is any amount in
the Trust Fund for which no instructions or unclear instructions are delivered, it will be
invested in the default option selected by the Employer in its Service Agreement with Xxxxxx,
or such other written instructions as the case may be, until instructions are received in good
order, and the Employer will be deemed to have selected the option indicated in its Service
Agreement, or such other written instructions as the case may be, as an available Investment
Product for that purpose.
21
B. Instructions (Plan Section 13.3). Investment instructions for
amounts held under the Plan generally will be given by each
Participant for his own Accounts and delivered to Xxxxxx as
indicated in the Service Agreement between Xxxxxx and the
Employer. Check below only if the Employer will make
investment decisions under the Plan with respect to the
following contributions made to the Plan. (Check all
applicable options.)
_____ (1) The Employer will make all investment decisions with
respect to all employee contributions, including
Elective Deferrals, Participant Contributions,
Deductible Employee Contributions and Rollover
Contributions.
_____ (2) The Employer will make all investment decisions with
respect to all Employer contributions, including
Profit Sharing Contributions, Employer Matching
Contributions, Qualified Matching Contributions and
Qualified Nonelective Contributions.
_____ (3) The Employer will make investment decisions with
respect to Employer Matching Contributions and
Qualified Matching Contributions.
_____ (4) The Employer will make investment decisions with
respect to Qualified Nonelective Contributions.
_____ (5) The Employer will make investment decisions with
respect to Profit Sharing Contributions.
_____ (6) Other (Describe. An Employer may elect to
make investment decisions with respect to a specified
portion of a specific type of contribution to the
Plan.):
C. Changes. Investment instructions may be changed (check one):
X
_____ (1) on any Valuation Date (daily).
_____ (2) on the first day of any month (monthly).
_____ (3) on the first day of the first, fourth,
seventh and tenth months in a Plan Year
(quarterly).
22
D. Employer Stock. (Skip this paragraph if you did not designate
Employer Stock as an investment under the Service Agreement.)
(1) Voting. Employer Stock will be voted as follows:
_____ (a) In accordance with the Employer's instructions.
X
_____ (b) In accordance with the Participant's instructions.
Participants are hereby appointed named
fiduciaries for the purpose of the voting of
Employer Stock in accordance with Plan
Section 13.8.
(2) Tendering. Employer stock will be tendered as follows:
_____ (a) In accordance with the Employer's instructions.
X
_____ (b) In accordance with the Participant's instructions.
Participants are hereby appointed named
fiduciaries for the purpose of the tendering
of Employer Stock in accordance with Plan
Section 13.8.
11. Administration.
A. Plan Administrator (Plan Section 15.1). You may appoint a
person or a committee to serve as Plan Administrator. If you
do not appoint a Plan Administrator, the Plan provides that
the Employer will be the Plan Administrator.
The initial Plan Administrator will be (check one):
_____ This person: ___________________________________________
_____ A committee composed of these people:
________________________________________________________
________________________________________________________
________________________________________________________
23
B. Recordkeeper (Plan Section 15.4). Unless Xxxxxx expressly
permits otherwise, you must appoint Xxxxxx as Recordkeeper to
perform certain routine services determined upon execution of
a written Service Agreement between Xxxxxx and the Employer.
The initial Record keeper will be:
Xxxxxx Fiduciary Trust Company
------------------------------
(Name)
Xxxxxx Retail 401(k) B-2-B
--------------------------
000 Xxxxxxx Xx.
---------------
Xxxxxx, XX 00000-0000
----------------------
(Address)
12. Determination Letter Required. You may not rely on an opinion letter
issued to Xxxxxx by the National Office of the Internal Revenue Service
as evidence that the Plan is qualified under Section 401 of the
Internal Revenue Code. In order to obtain reliance with respect to
qualification of the Plan, you must receive a determination letter from
the appropriate Key District Office of Internal Revenue. Xxxxxx will
prepare an application for such a letter upon your request at a fee
agreed upon by the parties.
Xxxxxx will inform you of all amendments it makes to the prototype
plan. If Xxxxxx ever discontinues or abandons the prototype plan,
Xxxxxx will inform you. This Plan Agreement #001 may be used only in
conjunction with Xxxxxx'x Basic Plan Document #07.
* * * * *
If you have any questions regarding this Plan Agreement, contact Xxxxxx
at:
Xxxxxx Defined Contribution Plans
One Xxxxxx Place B2B
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Phone: 0-000-000-0000
o
24
* * * * *
EMPLOYER'S ADOPTION OF XXXXXX
FLEXIBLE 401(k) AND PROFIT SHARING PLAN
The Employer named below hereby adopts a XXXXXX FLEXIBLE 401(k) AND PROFIT
SHARING PLAN, and appoints Xxxxxx Fiduciary Trust Company to serve as Trustee of
the Plan. The Employer acknowledges that it has received copies of the current
prospectus for each Investment Product available under the Plan, and represents
that it will deliver copies of the then current prospectus for each such
Investment Product to each Participant before each occasion on which the
Participant makes an investment instruction as to his Account. The Employer
further acknowledges that the Plan will be acknowledged by Xxxxxx as a Xxxxxx
Flexible 401(k) and Profit Sharing Plan only upon Xxxxxx'x acceptance of this
Plan Agreement.
Investment Options
------------------
The Employer hereby elects the following as the investment options available
under the Plan:
Xxxxxx Stable Value Fund Xxxxxx Income Fund
------------------------ ------------------
The Xxxxxx Xxxxxx Fund of Boston The Xxxxxx fund for Growth and Income
-------------------------------- -------------------------------------
Xxxxxx OTC Emerging Growth Fund Xxxxxx International Growth Fund
------------------------------- --------------------------------
Environmental Elements Corporation Company Stock Xxxxxx Vista Fund
------------------------------------------------ -----------------
The following investment option shall be the default option: Xxxxxx Stable Value
Fund (select the default option from among the investment options listed above).
Employer signature(s) to adopt Plan: Date of signature:
______________________________________________________ _____________________________
______________________________________________________ _____________________________
Please print name(s) of authorized person(s) signing above:
__________________________________________________________
__________________________________________________________
25
* * * * *
ACCEPTANCE OF XXXXXX FIDUCIARY TRUST COMPANY AS TRUSTEE
The Trustee accepts appointment in accordance with the terms and conditions of
the Plan, effective as of the date of execution by the Employer set forth above.
Xxxxxx Fiduciary Trust Company, Trustee
By: ___________________________________________________________________________
26
* * * * *
ACCEPTANCE BY XXXXXX
Xxxxxx hereby accepts this Employer's Plan as a prototype established under
Xxxxxx Basic Plan Document #07.
Xxxxxx Mutual Funds Corp.
By: ____________________________________________
27
