1
EXHIBIT 4(d)
ADOPTION AGREEMENT
------------------
FOR
---
XXXXX & XXXXXXXXX REGIONAL PROTOTYPE PLAN
-----------------------------------------
PLAN 001
--------
NONSTANDARDIZED PROFIT-SHARING PLAN AND TRUST
---------------------------------------------
(Including a Code Section 401(k) Feature)
ALLEGIANCE RETIREMENT PLAN FOR UNION EMPLOYEES
OF HAYWARD, CALIFORNIA
2
TABLE OF CONTENTS
-----------------
PAGE
PLAN SPONSOR INFORMATION..........................................................................................1
I. EFFECTIVE DATE...........................................................................................2
II. PARTICIPATION............................................................................................2
III. CREDITING SERVICE -- GENERAL RULES APPLICABLE
FOR ALL PURPOSES.........................................................................................4
IV. COMPENSATION.............................................................................................8
V. EMPLOYER CONTRIBUTIONS..................................................................................11
VI. ALLOCATION OF EMPLOYER CONTRIBUTIONS....................................................................13
VII. ELIGIBILITY FOR ALLOCATION OF CONTRIBUTIONS.............................................................14
VIII. CONTRIBUTION FOR FIRST YEAR OF PARTICIPATION............................................................15
IX. TOP HEAVY MINIMUM BENEFIT...............................................................................15
X. ANNUAL ADDITIONS........................................................................................16
XI. PARTICIPANT CONTRIBUTIONS...............................................................................17
XII. VESTING.................................................................................................18
XIII. VALUATION DATE FOR THE TRUST FUND.......................................................................21
XIV. RETIREMENT..............................................................................................21
XV. FORMS OF DISTRIBUTION...................................................................................21
XVI. INVESTMENT DIRECTION....................................................................................27
XVII. PARTICIPANT LOANS.......................................................................................28
XVIII. INSURANCE................................................................................................28
XIX. GRANDFATHER PROVISIONS..................................................................................28
XX. QUALIFICATION...........................................................................................28
-i-
3
PLAN SPONSOR INFORMATION
------------------------
1. Name of Sponsoring Employer: CARDINAL HEALTH, INC.
---------------------------------------------------------
2. Business address: 0000 XXXXXXXX XXXXX
----------------------------------------------------------------
(Xxxxxx Xxxxxxx)
XXXXXX XXXX 00000
-------------------------------------------------------------------------------------
(City) (State) (Zip Code)
3. Business telephone number: (000) 000-0000
-----------------------------------------------------------
4. Business entity: (X) C. Corp. ( ) S. Corp. ( ) Partnership. ( ) Sole Proprietorship.
( ) Tax-Exempt Entity. ( ) Other:
-----------------------
5. Employer tax identification number (EIN): 00-0000000
--------------------------------------------
6. Plan number: 001
-------------------------------------------------------------------------
7. The Sponsoring Employer's taxable year ends on: JUNE 30
--------------------------------------
8. The Plan name will be: ALLEGIANCE RETIREMENT PLAN FOR UNION EMPLOYEES OF
---------------------------------------------------------------
HAYWARD, CALIFORNIA
-------------------------------------------------------------------------------------
9. The Plan Year and taxable year of the Trust will be the 12-consecutive
month period ending on: JUNE 30 of each year. If elected here
____________, the Employer approves the automatic change of the Plan
Year and the trust year to coincide with the Employer's taxable year if
the Employer's taxable year is changed by the Employer.
10. The limitation year will be the 12-consecutive month period ending on
JUNE 30 of each year. If elected here ____________, the Employer
approves the automatic change of the limitation year to coincide with
the Employer's taxable year if the Employer's taxable year is changed
by the Employer.
11. The Plan Administrator will be: CARDINAL HEALTH, INC.
------------------------------------------------------
12. The Trustee(s) of the Plan will be: XXXXXX FIDUCIARY TRUST COMPANY
--------------------------------------------------
If elected here X , a separate trust document will apply to the Plan.
The name of the Separate Trust is: MASTER TRUST AGREEMENT FOR
---------------------------------------------------
RETIREMENT PLANS OF CARDINAL HEALTH.
-------------------------------------------------------------------------------------
-1-
4
ELECTIVE PROVISIONS
-------------------
Capitalized terms in this Adoption Agreement will have the
meanings as defined in this Adoption Agreement. Capitalized terms that are not
defined in this Adoption Agreement will have the meanings as defined in the
Plan.
I. EFFECTIVE DATE: (New Plans complete Item A. Amended Plans
complete Item B.)
[ ] A. The Employer by execution of this Adoption Agreement adopts a new Plan.
The effective date of this new Plan is ____________________
[X] B. The Employer by execution of this Adoption Agreement amends and
restates its existing Plan. The original effective date of the Plan was
JULY 1, 1960 . The effective date of this amendment and restatement is:
[X] 1. JANUARY 1, 2001 . (Use for an amendment changing election
options AFTER adoption of the prototype plan and complete
blank with the date the change is effective.)
[ ] 2. ____________, except that, for each Plan provision required to
be effective on an earlier date, such as those provisions
under Code Sections 401(k), 401(m), and 415 that are effective
for plan years beginning after December 31, 1986, the
effective date is the date on which such provision is required
to be effective. (Use for amendment and restatement to bring
Plan into compliance with the Tax Reform Act of 1986 and
subsequent tax legislation and complete blank with first day
of the first Plan Year beginning on or after January 1, 1989.)
II. PARTICIPATION:
A. SERVICE CREDITING METHOD FOR ELIGIBILITY PURPOSES: For purposes of
eligibility to participate in this Plan, service will be credited by
(check one):
[ ] 1. Counting Hours of Service.
[X] 2. The Elapsed Time Method.
B. HOURS OF SERVICE FOR ELIGIBILITY TO PARTICIPATE: For purposes of
determining an Employee's eligibility to participate, if the Hour of
Service counting method in Item II.A.1. is elected, a Year of Service
will be an Eligibility Computation Period in which the Employee
completes ____________ Hours of Service. (Cannot exceed 1,000 Hours
of Service)
C. CHANGE OF ELIGIBILITY COMPUTATION PERIOD: If elected here ____________,
the Eligibility Computation Periods after an Employee's initial
Eligibility Computation Period will be the Plan Year.
D. BREAK-IN-SERVICE: If the Hour of Service counting method in Item II.A.1
is elected, an Employee will incur a one year Break-in-Service for
purposes of eligibility to participate in the Plan in the event such
Participant is not credited with at least ___ (not to exceed 500) Hours
of Service in an Eligibility Computation Period.
-2-
5
E. MINIMUM AGE: To be eligible to participate, an Employee must have
attained the age of N/A years (not more than 21).
F. AMOUNT OF REQUIRED SERVICE: To be eligible to participate: (Select
one.)
[ ] 1. No prior service is required.
[ ] 2. An Employee must have completed one Year of Service with the
Employer.
[ ] 3. An Employee must have completed two Years of Service with the
Employer without a Break in Service. (Use only if 100%
immediate vesting is elected.)
[ ] 4. An Employee must have completed one Year of Service with the
Employer; provided that an Employee will be eligible to
participate earlier if he completes (0-11) months of
continuous employment with the Employer.
[ ] 5. An Employee must have completed two Years of Service with the
Employer; provided that an Employee will be eligible to
participate earlier if he completes (13-23) months of
continuous employment with the Employer. (Use only if 100%
immediate vesting is elected.)
[ ] 6. An Employee must complete one Hour of Service (0-23) months
from the first Hour of Service the Employee completes with the
Employer. (If more than 12 months are required, 100% immediate
vesting must be elected.)
[X] 7. An Employee must have completed a Period of Service of 1 MONTH
(not to exceed two years) with the Employer. (If more than one
year is required, 100% immediate vesting must be elected.)
G. APPLICATION OF AGE AND SERVICE REQUIREMENTS: (Select one.)
[X] 1. The age and service requirements elected in Items E and F
above will apply to all Employees of the Employer.
2. The age and service requirements elected in Items E and F
above will apply to Employees who first become employed with
the Employer on or after ____________. Employees who first
become employed prior to the date in the preceding sentence
must have attained age _____ (not to exceed 21) and have
completed _______ Years of Service (or a Period of Service of
____________ if the Elapsed Time method of crediting service
was applicable) (not to exceed three years for pre-1989
participation and two years for post-1988 participation if
100% immediate vesting is applicable or one year if any other
vesting is applicable) with the Employer to be eligible to
participate.
H. ELIGIBLE EMPLOYEES: All Employees of the Employer will be eligible to
participate EXCEPT (check categories, if any, to be excluded):
[ ] 1. Hourly paid Employees;
[ ] 2. Salaried Employees;
[ ] 3. Employees paid only on a commission basis;
-3-
6
[X] 4. Union Employees covered by a collective bargaining agreement
if retirement benefits have been the subject of good faith
bargaining and if the collective bargaining agreement does not
provide that such Employees will be eligible to participate in
the Plan;
[X] 5. NON-UNION EMPLOYEES; SEASONAL EMPLOYEES (Other specified
group.)
[X] 6. Leased Employees.
I. ENTRY DATES. The date or dates on which an Employee may become a
Participant in the Plan shall be ON THE FIRST DAY OF EACH MONTH
FOLLOWING SATISFACTION OF THE ELIGIBILITY REQUIREMENTS. (Select one or
more entry dates during the Plan Year. If a prospective Entry Date is
selected, a single entry date may be used only if the minimum
participation age is not more than 20-1/2 and if (1) the required
service does not exceed six months, or (2) the required service does
not exceed 18 months and 100% immediate vesting is elected.)
J. ELECTION REGARDING PARTICIPATION: (Select one.)
[X] 1. An Employee MAY elect not to participate in the Plan.
[ ] 2. An Employee MAY NOT elect not to participate in the Plan.
III. CREDITING SERVICE -- GENERAL RULES APPLICABLE FOR ALL
PURPOSES:
A. COUNTING HOURS OF SERVICE: If Counting Hours of Service is the method
of crediting service selected in Item II.A. above, then Hours of
Service will be determined on the basis of the method selected below.
If option 1 is selected, it is applicable only to the Employees
identified in that option and is the only method of counting applicable
to those Employees. In such case, one of options 2 through 6 will apply
to all other Employees. If option 1 is not selected, then the method
selected will be applied to all Employees covered under this Plan.
Select option 1 and an additional option to apply to all other
Employees covered under the Plan, or select one of options 2 through 6
to apply to all Employees covered under the Plan.)
[ ] 1. For Employees for whom the Employer is obligated to count
Hours of Service worked in order to comply with any Federal
law, such as the Fair Labor Standards Act, the exclusive
method for counting Hours of Service will be to count the
actual hours worked for which an Employee is paid or entitled
to payment. (Also, Select one of options 2 through 6 for all
other remaining Employees covered under the Plan.)
[ ] 2. On the basis of actual hours for which an Employee is paid or
is entitled to payment.
[ ] 3. On the basis of days worked. An Employee will be credited with
ten Hours of Service if the Employee is credited with at least
one Hour of Service during the day.
-4-
7
[ ] 4. On the basis of weeks worked. An Employee will be credited
with 45 Hours of Service if the Employee is credited with at
least one Hour of Service during the week.
[ ] 5. On the basis of semimonthly payroll periods. An Employee will
be credited with 95 Hours of Service if the Employee is
credited with at least one Hour of Service during the
semimonthly payroll period.
[ ] 6. On the basis of months worked. An Employee will be credited
with 190 Hours of Service if the Employee is credited with at
least one Hour of Service during the month.
B. PREDECESSOR PLAN: If the Employer maintains the plan of a predecessor
employer, service credit (including service credit as a partner or sole
proprietor of an unincorporated predecessor) for all purposes under the
Plan must be given for all service with the predecessor employer and
the blanks below MUST be completed.
Name of predecessor employer:
-----------------------------------------
Name of predecessor plan presently maintained by the Employer:
-----------------------------------------------------------------------
C. PREDECESSOR SERVICE: If the Employer does not maintain the plan of a
predecessor employer, service with a predecessor employer does not have
to be credited for any purposes, but the Employer may elect to credit
predecessor service by completing the blanks below. Service with
ALLEGIANCE CORPORATION (name of predecessor employer), including
service as a partner or sole proprietor of an unincorporated
predecessor, will be credited for the purposes of this Plan as elected
below: (Check some, all, or none).
[X] a. Eligibility to Participate.
[X] b. Eligibility for Allocation of Contributions.
[X] c. Vesting.
D. SERVICE WITH AFFILIATED EMPLOYER:
[X] 1. IDENTIFICATION OF AFFILIATED EMPLOYERS: If the Employer is a
member of a controlled group of corporations, as defined in
Code Section 414(b), or is under common control, as defined in
Code Section 414(c), with a trade or business whether or not
incorporated, or is a member of an affiliated service group,
as defined in Code Section 414(m), or is required to be
aggregated with another employer under Code Section 414(o) and
the final regulations thereunder, identify each affiliated
entity and the relationship below. Also, if the affiliated
entity is a Participating Employer in this Plan, indicate the
date on which the employees of such entity initially became
covered under this Plan. Enter "N/A" in Column (3) if the
entity is not a Participating Employer.
-5-
8
(1) (2) (3)
Name of each affiliated entity Relationship to Employer Employees' date of
adopting this Plan coverage under this
Plan
ALLIED PHARMACY, INC. SUBSIDIARY N/A
ALLIED PHARMACY MANAGEMENT, INC. SUBSIDIARY N/A
ALLIED PHARMACY SERVICE, INC. SUBSIDIARY N/A
AMERICAN MEDICAL INSURANCE BILLING SVS., INC. SUBSIDIARY N/A
ASSISTED CARE PARTNERS, INC. SUBSIDIARY N/A
XXXXXX DRUG COMPANY SUBSIDIARY N/A
XXXXXXX INC. SUBSIDIARY N/A
BRIGHTON CAPITAL SUBSIDIARY N/A
C. INTERNATIONAL, INC. SUBSIDIARY N/A
CARDAL, INC. (NO EMPLOYEES) SUBSIDIARY N/A
CARDINAL FLORIDA, INC. SUBSIDIARY N/A
CARDINAL HEALTH SYSTEMS, INC. (NO EMPLOYEES) SUBSIDIARY N/A
CARDINAL LDS, INC. SUBSIDIARY N/A
CARDINAL MISSISSIPPI, INC. SUBSIDIARY N/A
CARDINAL SYRACUSE, INC. SUBSIDIARY N/A
CARDINAL WEST, INC. SUBSIDIARY N/A
CDI INVESTMENTS, INC. (NO EMPLOYEES) SUBSIDIARY N/A
XXXXXXX DRUG COMPANY SUBSIDIARY N/A
CORD LOGISTICS, INC. SUBSIDIARY N/A
ELLICOTT DRUG COMPANY SUBSIDIARY N/A
XXXXXXX CAPITAL SUBSIDIARY N/A
XXXXXXX GROUP SUBSIDIARY N/A
HAWK'S PERIMETER, INC. SUBSIDIARY N/A
XXXXXXXX-XXXXXXX, INC. SUBSIDIARY N/A
XXXXX X. XXXX, INC. SUBSIDIARY N/A
LEADER DRUGSTORES, INC. SUBSIDIARY N/A
MANAGED PHARMACY BENEFITS, INC. SUBSIDIARY N/A
MARMAC DISTRIBUTORS, INC. SUBSIDIARY N/A
MEDICAL STRATEGIES, INC. SUBSIDIARY N/A
-6-
9
MEDICINE SHOPPE INTERNATIONAL, INC. SUBSIDIARY N/A
MEDICINE SHOPPE INTERNET, INC. SUBSIDIARY N/A
MEDIQUAL SYSTEMS, INC. SUBSIDIARY N/A
XXX-XXX CORP. SUBSIDIARY N/A
NATIONAL PHARMPAK SERVICES, INC. SUBSIDIARY N/A
NATIONAL SPECIALTY SERVICES, INC. SUBSIDIARY N/A
NEXUS HEALTHCARE, INC. SUBSIDIARY N/A
OHIO VALLEY - CLARKSBURG, INC. SUBSIDIARY N/A
PHARMACY OPERATIONS, INC. SUBSIDIARY N/A
PHARMACY OPERATIONS OF NEW YORK, INC. SUBSIDIARY N/A
PHARMACY SERVICE CORPORATION SUBSIDIARY N/A
PHI HEALTHCARE MANAGEMENT, INC. SUBSIDIARY N/A
XXXXXXXX HOLDINGS, INC. (NO EMPLOYEES) SUBSIDIARY N/A
PRN SERVICES, INC. SUBSIDIARY N/A
PROFESSIONAL RX SYSTEMS, INC. SUBSIDIARY N/A
PYXIS CORPORATION SUBSIDIARY N/A
PYXIS HEALTHCARE SYSTEMS, INC. SUBSIDIARY N/A
RENLAR SYSTEMS, INC. SUBSIDIARY N/A
SERVICE PHARMACY, INC. (NO EMPLOYEES) SUBSIDIARY N/A
SOLOMONS COMPANY SUBSIDIARY N/A
XXXXXXXX DISTRIBUTION CORPORATION SUBSIDIARY N/A
XXXXXXXX DRUGS DISTRIBUTORS, INC. SUBSIDIARY N/A
(If more space is needed, provide an attachment with the names and relationship
of additional affiliated entities.)
[X] 2. SERVICE CREDITING: Service with the following affiliated entities will
be credited for the purposes identified below: (Complete only if
service credit for eligibility to participate or eligibility for
allocation of contributions is to be given for purposes of the Plan.)
Name of each affiliated entity Effective date of Service Credit
CARDINAL HEALTH, INC. AND ANY OF ITS N/A
------------------------------------------------ --------------------------------
AFFILIATED ENTITIES.
------------------------------------------------ --------------------------------
------------------------------------------------ --------------------------------
-7-
10
Service will be credited for purposes of:
[X] a. Eligibility to participate.
[X] b. Eligibility for allocation of contributions.
[X] c. Vesting.
IV. COMPENSATION: Compensation (also known as "Base Pay") for
Employees means the total amount actually paid to a Participant by the Employer
for services rendered to the Employer during:
[X] The Plan Year.
[ ] A consecutive 12-month period ending with or within
the Plan Year. The day and month this period begins
is ________________________. For employees whose date
of hire is less than 12 months before the end of the
12-month period designated, Compensation will be
determined over the Plan Year.
and defined as: (Select one.)
[ ] A. Section 415 Safe Harbor Compensation, as defined in the Plan, and
[ ] 1. Excluding reimbursements and other expense allowances;
[ ] 2. Excluding cash and noncash fringe benefits;
[ ] 3. Excluding moving expenses;
[ ] 4. Excluding deferred compensation;
[ ] 5. Excluding welfare benefits.
[ ] B. Withholding Safe Harbor Compensation, and
[ ] 1. Excluding reimbursements and other expense allowances;
[ ] 2. Excluding cash and noncash fringe benefits;
[ ] 3. Excluding moving expenses;
[ ] 4. Excluding deferred compensation;
[ ] 5. Excluding welfare benefits.
[ ] C. W-2 Safe Harbor Compensation, and
[ ] 1. Excluding reimbursements and other expense allowances;
[ ] 2. Excluding cash and noncash fringe benefits;
[ ] 3. Excluding moving expenses;
-8-
11
[ ] 4. Excluding deferred compensation;
[ ] 5. Excluding welfare benefits.
[ ] D. Social Security Compensation, and
[ ] 1. Excluding reimbursements and other expense allowances;
[ ] 2. Excluding cash and noncash fringe benefits;
[ ] 3. Excluding moving expenses;
[ ] 4. Excluding deferred compensation;
[ ] 5. Excluding welfare benefits.
[ ] E. Unless specifically excluded below, a Participant's total base salary,
overtime pay, bonuses, commissions, fees for professional services, and
all other remuneration paid as wages, but excluding: (Select any, all
or, none:)
[ ] Overtime pay;
[ ] Bonuses;
[ ] Commissions;
[ ] Reimbursements and other allowances;
[ ] Cash and noncash fringe benefits
[ ] Moving expenses;
[ ] Deferred compensation;
[ ] Welfare benefits;
[ ] Amounts paid to an Employee by the Employer as remuneration
for services performed by the Employee during the period the
Employee was not eligible to participate in the Plan.
[X] F. Other: Compensation (also known as "Base Pay") means:
1) With respect to Employees who are compensated based upon sales
commissions and with greater than 25% of pay at risk,
Compensation includes 75% of the Employee's regular pay, draw
and commissions for the Plan Year, but excludes shift
differentials, exception pay, Management Incentive
Compensation Plan ("MICP"), lump sum merit pay, expenses,
performance pay and any other payments.
2) With respect to Employees who are not compensated based upon
sales commission, or who are paid commissions but with less
than 25% of pay at risk, Compensation includes regular pay,
back pay, vacation pay, holiday pay, sick pay, funeral pay,
jury pay, military pay and other paid absences, but excludes
-9-
12
overtime, short-term disability, shift differential, exception
pay, MICP, lump sum merit pay, performance pay and any other
payments.
(If a definition in Item E is selected, it will not be treated as
another safe-harbor definition of compensation by the Secretary of
Treasury and it must meet the nondiscrimination test provided in
ss.1.414(s)-1T(d)(2) of the Income Tax Regulations.)
NOTE: If Items A, B, or C above are elected as the safe
harbor definition of Compensation, and if at least
one but fewer than all of the five exclusions to the
definition also are elected, the definition of
Compensation may have to meet the nondiscrimination
test provided in ss. 1.414(s)-1T(d)(2) of the Income
Tax Regulations.
NOTE: If the Employer is a partnership or a self-employed
individual, Compensation for the partner or
self-employed Participant will mean the Participant's
Earned Income for the calendar year. If the
partnership or sole proprietorship elects any of the
exclusions under items A, B, or C above, or elects to
include any of the deferrals set forth below, then
the rules of ss. 1.414(s)-1T(e) of the Income Tax
Regulations shall apply.
If elected below, the Compensation selected above will include
contributions made on behalf of the Participant by the Employer that
are not currently includible in the Participant's gross income by
reason of the application of: (Select all, some or none.)
[ ] Code Section 125 (cafeteria Plan);
[ ] Code Section 402(a)(8) (salary reductions);
[ ] Code Section 402(h)(1)(B) (SEP salary reductions);
[ ] Code Section 403(b) (tax-sheltered annuity Plan).
NOTE: If the Employer offers employees the opportunity to
make deferrals under more than one of the foregoing
Code Sections but elects to include at least one but
fewer than all of the deferrals in the safe harbor
definition of Compensation, then the definition of
Compensation must meet the nondiscrimination test of
ss. 1.414(s)-1T(d)(2) of the Income Tax Regulations.
In addition to any other limitations on Compensation under the Code,
Compensation, as defined above, taken into account under this Plan,
will be limited to the first $_________ of each Participant's
Compensation (not to exceed any other Compensation limits. Select the
maximum amount of Compensation to be taken into Account or enter "NA"
if Compensation is not limited.)
If the above selection of a definition of Compensation changes the
definition of Compensation used in the Plan because of the changes
required by the Tax Reform Act of 1986, the above definition of
Compensation will be effective ________. (Select the first day of the
1989, 1990, or 1991 Plan Year; however, the date may not be later
than the first day of the first Plan Year following the Plan Year in
which the Agreement is executed. If no date is selected, the effective
date for the above definition of Compensation will be deemed to be the
first day of the Plan Year beginning in 1989.)
-10-
13
For purposes of the nondiscrimination tests under Code
Sections 401(k) and 401(m), as is permitted under xx.xx. 1.401(k)-1(g)(2) and
1.401(m)-1(d)(2) of the Income Tax Regulations, Compensation includes amounts
earned (check one):
[ ] only in the portion of the relevant year in which an
individual was eligible to participate.
[X] in the entire year, regardless of whether an individual was
eligible to participate for the entire year.
V. EMPLOYER CONTRIBUTIONS: (Select one or more.)
[X] A. DISCRETIONARY: The Employer's contribution for each Plan Year or other
applicable Contribution Allocation Computation Period will be the
amount that the Employer determines in its discretion (Variable
Performance Contributions).
[X] B. FORMULA: The Employer's contribution for each Plan Year or other
applicable Contribution Allocation Computation Period will be the
amount determined under the following formula: FIXED CONTRIBUTIONS
SHALL BE MADE TO EACH ELIGIBLE EMPLOYEE IN AN AMOUNT EQUAL TO 3% OF
EACH ELIGIBLE PARTICIPANT'S COMPENSATION (ALSO KNOWN AS "BASE PAY"),
but subject to increase or decrease for any Plan Year as determined by
the Employer. Transition Contributions - See Appendix I.
[X] C. Profit Sharing Contribution Allocation Computation Period (Select one.)
[X] 1. Plan Year (Variable Performance Contributions).
[X] 2. Calendar Year (Fixed Contributions and Transition
Contributions).
[ ] 3. Employer's Taxable Year.
[ ] 4. Other:
-------------------------------------------------------
[X] D. MATCHING PLAN:
[ ] 1. Matching Formula: The Employer will make [ ] Qualified
Matching Contributions [ ] Non-qualified Matching
Contributions on behalf of Participants who make: (Select one
or both.)
[ ] a. Elective Deferrals to the Plan.
[ ] b. Participant Contributions to the Plan.
The Employer's contribution for each Plan Year will be:
[ ] c. ___% of Participant Elective Deferrals of up to ___%
of Compensation.
[ ] d. ___% of the first $ of Participant Elective
Deferrals.
[ ] e. ___% of Participant Contributions of up to % of
Compensation; or
[ ] f. ___% of the first $ of Participant
Contributions.
-11-
14
[ ] g. Other Formula: (use for a multi-tiered formula, e.g.
100% of Participant Elective Deferrals up to 2% of
Compensation and 50% of Participant Elective
Deferrals in excess of 2% of Compensation, up to 4%
of Compensation.)
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
[X] 2. Discretionary Matching Contribution: The Employer's matching
contribution for each Plan Year or other applicable
Contribution Allocation Period will be the percentage the
Employer determines in its discretion and will be made on
behalf of Participants who make: (Select one or both)
[X] a. Elective Deferrals to the Plan: (Select one.)
[X] for any period during the Plan Year.
[ ] for the entire period in which the
Participant is eligible to make Elective
Deferrals to the Plan during the Plan Year.
[ ] for the period described as follows:
-------------------------------------------
The Employer will not contribute discretionary
matching contributions on Elective Deferrals in
excess of % or $ of Compensation.
[ ] b. Participant Contributions to the Plan. The Employer
will not contribute discretionary matching
contributions on Participant Contributions in excess
of _____% or $_______ of Compensation.
[X] 3. Matching Contribution Allocation Computation Period (Select
one):
[X] a. Plan Year.
[ ] b. Calendar Year.
[ ] c. Employer's Taxable Year.
[ ] d. Other:
-----------------------------------------------
[X] E. NET PROFIT OPTION: Employer Contributions for the Plan Year
[ ] will be
[X] will not be (Fixed Contributions, Matching
Contributions, Transition Contributions and Variable
Performance Contributions)
limited to the Employer's net profits. Net profits means the Employer's
[ ] current earnings and profits
[ ] current and accumulated earnings and profits
[ ] receipts minus expenses
[ ] taxable income
[ ] not applicable
-12-
15
as determined by the Employer on the basis of generally accepted accounting
principles.
[ ] F. FROZEN PLAN: The Plan was frozen by the Employer effective . As of such
date, no additional Employees may become Participants and no additional
contributions will be made to the Plan.
VI. ALLOCATION OF EMPLOYER CONTRIBUTIONS: (Select one.)
[X] A. NONINTEGRATED PLAN: Employer discretionary or formula contributions
will be allocated on the basis of Compensation as follows:
[X] 1. In the ratio that each Participant's Compensation bears to the
aggregate Compensation for all Participants (Fixed
Contributions, Transition Contributions and Variable
Performance Contributions).
[ ] 2. Other:
[ ] B. INTEGRATED PLAN: Subject to the overall permitted disparity limits,
Employer discretionary or formula contributions will be allocated on
the basis of Compensation as follows:
[ ] 1. Taxable Wage Base Integration Level Option: The integration
level is the taxable wage base in effect on the first day of
the Plan Year.
ALLOCATION: The Employer contribution for each Plan Year will
be allocated in an amount equal to "X"% of each eligible
Participant's Compensation for the Plan Year plus an
additional "X"% of Compensation in excess of the integration
level for the Plan Year. The additional percentage allocated
on Compensation in excess of the integration level may not
exceed the lesser of (a) the percentage allocated on total
Compensation, or (b) the greater of 5.7% or the portion of the
OASDI percentage attributable to old age insurance premiums.
"X" may be determined as follows:
(total Participant Compensation) X + (total excess
Compensation) X = Employer contribution for such year
However, if "X" exceeds 5.7% in any Plan Year, allocations of
Employer contributions as determined above only may be made
with "X" equaling 5.7%. Amounts contributed in excess of the
allocation based on "X" equaling 5.7% will be allocated in the
ratio that each Participant's total Compensation bears to the
aggregate Compensation for all Participants for such year.
[ ] 2. Other Integration Level Option:
[ ] a. Fixed Dollar. The integration level is $ (fixed
dollar amount not to exceed the taxable wage base).
[ ] b. Percentage. The integration level is % (not to exceed
100%) of the taxable wage base.
[ ] c. Other.
----------------------------------------------------
(not to exceed the taxable wage base in effect for
such year).
-13-
16
ALLOCATION: If the integration level elected above exceeds the
greater of $10,000 or one-fifth of the taxable wage base in
effect on the first day of the Plan Year, but does not exceed
80% of the taxable wage base in effect on the first day of the
Plan Year, the Employer contribution for each Plan Year will
be allocated as provided in Item VI.B.1. above except that the
5.7% figure will be replaced with 4.3% and the old age portion
of the OASDI percentage will be reduced proportionately. If
the integration level elected in Item VI.B.1. above is greater
than 80% of the taxable wage base in effect on the first day
of the Plan Year, the 5.7% figure in that paragraph will be
replaced with 5.4% and the old age portion of the OASDI
percentage will be reduced proportionately.
[X] C. MATCHING PLAN: Employer matching contributions for each Plan Year will
be allocated in the same manner as the Employer matching contribution
is determined, as provided in Item V.D. above.
VII. ELIGIBILITY FOR ALLOCATION OF CONTRIBUTIONS: In order to
share in Employer contributions for the Plan Year, the following provisions will
apply: (Select one, some, or none of the following.)
A. EMPLOYMENT REQUIREMENTS.
[ ] 1. Complete Hours of Service during the Contribution Allocation
Computation Period. (Cannot exceed 1,000 hours.) The foregoing election
applies to the following types of Employer contributions (Select one or
more):
[ ] Discretionary or Formula Contributions (Items V.A. and V.B.)
[ ] Matching Formula Contributions (Item V.D.1.)
[ ] Discretionary Matching Contributions (Item V.D.2.)
[X] 2. Be employed on the last day of the Contribution Allocation Computation
Period. The foregoing election applies to the following types of
Employer contributions (Select one or more):
[X] Discretionary or Formula Contributions (Items V.A. and V.B.)
[ ] Matching Formula Contributions (Item V.D.1.)
[X] Discretionary Matching Contributions (Item V.D.2.)
[ ] 3. Complete ________ Hours of Service during the Contribution Allocation
Computation Period (Cannot exceed 1,000 hours), or be employed on the
last day of the Contribution Allocation Contribution Period. The
foregoing election applies to the following types of Employer
contributions (Select one or more):
[ ] Discretionary or Formula Contributions (Items V.A. and V.B.)
[ ] Matching Formula Contributions (Item V.D.1.)
[ ] Discretionary Matching Contributions (Item V.D.2.)
-14-
17
[ ] 4. Be employed during any portion of the Contribution Allocation
Computation Period regardless of the Hours of Service completed during
such Contribution Allocation Computation Period. (Elapsed time
election.) The foregoing election applies to the following types of
Employer contributions (Select one or more):
[ ] Discretionary or Formula Contributions (Items V.A. and V.B.)
[ ] Matching Formula Contributions (Item V.D.1.)
[ ] Discretionary Matching Contributions (Item V.D.2.)
B. CONTRIBUTION ALLOCATION COMPUTATION PERIOD. (Must be completed if any of the
requirements in Item A are elected.) If the Employer has elected an employment
requirement in item A above in order for a Participant to be eligible for an
allocation of contributions, then the Contribution Allocation Computation Period
will be the: (choose one)
[X] Plan Year (Variable Performance Contributions)
[X] Calendar Year (Fixed Contributions and Transition
Contributions)
[ ] Taxable Year of the Employer
[ ] Other
------------------------------------------------
ending with or within the Plan Year of the contribution.
C. RETIREMENT, DEATH, OR DISABILITY: A Participant will be entitled to share in
Employer contributions for the Plan Year during which the Participant retires
after attaining Normal Retirement Age, dies, or suffers Total Disability:
(Select either i or ii)
[X] i. regardless of the number of Hours of Service he or she completed during
the Plan Year.
[ ]ii. only if he or she has completed or more Hours of Services during the
Plan Year. (Cannot exceed 1,000 hours.)
VIII. CONTRIBUTION FOR FIRST YEAR OF PARTICIPATION: The
Employer contribution for an Employee's first year of participation will be
allocated on the basis of: (Select one.) (If Item B is selected, the integration
level, if applicable, will be reduced proportionally for an Employee's first
year of Plan Participation.)
[ ] A. the Employee's Compensation for the entire Plan Year.
[X] B. the Employee's Compensation for that portion of the Plan Year during
which he or she was a Plan Participant (Fixed Contributions, Variable
Performance Contributions).
IX. TOP HEAVY MINIMUM BENEFIT: (Must be completed if the
Employer maintains another qualified defined benefit or defined contribution
plan in which any Participant in this Plan participates.) For any Plan Year for
which this Plan is top heavy, the top heavy minimum benefit requirements of Code
Section 416 will be satisfied for every Participant of this Plan who is not a
key Employee:
[ ] A. under the Employer contribution provisions of this Plan.
[ ] B. under the top heavy minimum benefit provisions of
-----------------------------------------------------------------------
-15-
18
(Name of plan maintained by the Employer under which the required top
heavy minimum benefit will be provided.)
[ ] C. CODE SECTION 415(e) ADJUSTMENT. If an Employer maintained a qualified
defined benefit plan covering any Participant in this Plan, then for
any year in which the Plan is top-heavy, (choose either 1. or 2. if
applicable:)
[ ] 1. Plan sections 5.4[a] and [b] will apply to Key Employees for
the Plan Year as if amended to substitute "1.0" for 1.25" in
the denominators of both the defined benefit and defined
contribution plan fractions.
[ ] 2. The Employer will make the extra minimum contribution or
accrual as elected in Items IX.A. or IX.B. above, and as set
forth in section 14.4[b][1] of the Plan.
For purposes of establishing the present value of a Participant's accrued
benefit in any defined benefit plan maintained or ever maintained by the
Employer, any benefit will be discounted based on an interest rate of ___% and
using the mortality table described as follows:______________________________
_____________________________________________________________________________
For purposes of computing the top heavy ratio, the valuation date will be____
_____________________________________________________________________________
X. ANNUAL ADDITIONS: (Must be completed if the Employer
maintains or ever has maintained a defined benefit or defined contribution plan
in which any Participant in this Plan is or was or could become a Participant.
This section also must be completed if the Employer maintains a welfare benefit
fund or an individual medical account under which amounts are treated as annual
additions with respect to any Participant in this Plan.
A. If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a master or
prototype plan: (Select one.)
[ ] 1. the provisions of Article 5 of the Plan will apply as if the
other plan were a master or prototype plan.
[ ] 2. the annual additions to the plans will be reduced as follows:
(If neither 1 nor 2 is selected and the Employer maintains or has
maintained a defined contribution plan in which a Participant in this
Plan participates, Item X.A.1. will be deemed to have been selected.)
B. If the Participant is or ever has been a Participant in a defined
benefit plan maintained by the Employer: ____________________________
_____________________________________________________________________
(If the Employer maintains or has maintained a defined benefit plan in
which a Participant in this Plan participates and Item X.B. has not
been completed, Item X.B. will be deemed to provide that the benefit
accrued under the defined benefit plan of the Employer will be limited
to the extent necessary to satisfy the requirements of Article 5 of the
Plan.)
-16-
19
XI. PARTICIPANT CONTRIBUTIONS: (Choose all, some, or none of
the options.)
A. ELECTIVE DEFERRALS:
[X] 1. PERIODIC DEFERRALS. Elective Deferrals will be made on a
pre-tax basis by execution of salary reduction agreements.
Each Participant may elect to make Elective Deferrals in even
percentages of not less than 1 % of Compensation up to 20 %
of Compensation or in even dollars of not less than
$__________ and not more than $________ per ________
(select a period of time).
[ ] a. A Participant may change Elective Deferral
contributions prospectively ____________(enter
date(s) or period of time), but not more frequently
than _____________ times per Plan Year, by filing
with the Committee not later than days _______ before
the effective date of the change written notice of
his or her intent to change contributions. A
Participant may suspend his Elective Deferrals
___________ (enter date(s) or period of time), by
providing written notice of such suspension not
later than ________ days before the effective date
of the suspension. A Participant may resume Elective
Deferral Contributions prospectively ________ (enter
date(s) or period of time), by filing with the
Committee not later than ________________ days
before the effective date of the proposed
resumption, written notice of the Participant's
intent to resume contributions. Elective
Deferrals will be authorized by each Participant
executing a prospective salary reduction agreement
on the form provided by and filed with the
Committee. Participant elections will be effective
as soon as is administratively practicable.
[X] b. A Participant may change, suspend, or resume Elective
Deferral contributions pursuant to nondiscriminatory
rules or procedures established or modified by the
Committee from time to time.
[ ] 2. NON-PERIODIC DEFERRALS. If elected here ________, the
Participant may make Elective Deferrals of non-periodic
Compensation, such as bonuses, or non-periodic Elective
Deferrals of Compensation, subject to the limitations on such
elections as specified in the Plan. These Elective Deferrals
will be authorized by a Participant by executing a
prospective salary reduction agreement on the form provided
by and filed with the Committee.
[ ] B. NONDEDUCTIBLE VOLUNTARY EMPLOYEE CONTRIBUTIONS: Each Participant may
make such contributions to the Plan of up to ten percent (10%) of the
Participant's Compensation for all years of participation. (This Item B
must be elected if the Employer will allow the recharacterization of
pre-tax contributions as after-tax contribution under section 4.5[i] of
the Plan).
[X] C. ROLLOVER CONTRIBUTIONS: Participants will be permitted to make rollover
contributions.
[ ] D. TRANSFER CONTRIBUTIONS: Participants will be permitted to transfer
assets directly to the Plan from other qualified Plans.
-17-
20
XII. VESTING:
A. SERVICE CREDITING METHOD FOR VESTING PURPOSES: For purposes of vesting,
service will be credited by: (Check one.)
[ ] 1. Counting Hours of Service.
[X] 2. The Elapsed Time Method.
B. NUMBER OF HOURS OF SERVICE FOR A YEAR OF SERVICE: For purposes of
determining the vested percentage of a Participant's Account if the
Counting Hours of Service method of crediting service in Item XII.A. is
elected, a Year of Service will be a Vesting Computation Period in
which the Participant completes ____________ Hours of Service. (Cannot
exceed 1,000 hours.)
C. VESTING COMPUTATION PERIOD: The Vesting Computation Period will
commence on: (select one)
[ ] a. The first day of the Plan Year.
[ ] b. January 1.
[X] c. The Employee's Employment Commencement Date or
Reemployment Commencement Date. (must be elected if
the elapsed time method of crediting service is
elected.)
D. VESTING SCHEDULE: (Select one.) If the Plan is top heavy elect either 1
or 2(a) or 2(c). If the Plan is not top heavy any one of the vesting
options may be elected. If 2(e) is elected it must be as favorable
year-by-year as 2(a) or 2(c) if the Plan is top heavy or as 2(b) or
2(d), if the Plan is not top heavy.
[ ] 1. 100% Immediate Vesting: Each Participant will be fully vested
upon becoming a Plan Participant.
[X] 2. Graduated Vesting:
Year of (a) (b) (c) (d)
(e)
Vesting 3-Year 5-Year 6-Year 7-Year
Service Vesting Vesting Vesting Vesting Other
------- ------- ------- ------- --------- ------
Less than 1 0% 0% 0% 0% ___
1 0% 0% 0% 0% ___
2 0% 0% 20% 0% ___
3 100% 0% 40% 20% ___
4 0% 60% 40% ___
5 100% 80% 60% ___
6 100% 80% ___
7 100% 100%
E. APPLICATION OF VESTING SCHEDULES: (Select one.)
[X] 1. The vesting schedule elected in Item D above will apply to all
Participants.
-18-
21
[ ] 2. The vesting schedule elected in Item D above will apply to
Participants who become Participants on or after
____________________. Participants who became Participants
prior to the date in the preceding sentence will become vested
in accordance with the following vesting schedule (must be as
favorable year-by-year as Item D.2(b) or D.2(d) above):
Years of
Vesting Vested
Service Percentage
------- ----------
Less than 1 ___%
1 ___%
2 ___%
3 ___%
4 ___%
5 ___%
6 ___%
7 ___%
F. TOP HEAVY VESTING SCHEDULE: (Must be completed unless vesting schedule
option 1, or 2(a) or 2(c) already was elected in Item D above.) For any
Plan Year for which the Plan is top heavy, vesting schedule
____________ (specify 1 or 2(a) or 2(c)) in Item D will apply
automatically. If the vesting schedule shifts in or out of the top
heavy vesting schedule for any Plan Year, the shift is treated as an
amendment to the vesting schedule and the election in section 6.4 of
the Plan will apply.
G. FORFEITURES:
------------
[X] 1. Forfeitures, including forfeitures of excess
aggregate contributions, if any, will be applied to
reduce Employer contributions.
[ ] 2. Forfeitures, including forfeitures of excess
aggregate contributions, if any, will be allocated to
Participants as additional Employer contributions.
[ ] 3. Forfeitures, including forfeitures of excess
aggregate contributions, if any, will be allocated to
Participants in the ratio that the Participant's
Compensation bears to the Compensation of all
Participants.
[ ] 4. Forfeitures, including forfeitures of excess
aggregate contributions, if any, will be allocated as
follows:
Forfeiture Allocation Elections: (Select all, some, or none.)
[ ] a. Under Item 1, 2, 3, or 4, above, a
Participant will not share in the
allocation of forfeitures of his or
her own Account.
[ ] b. Under Item 2, 3, or 4, above, a
Participant will share in
forfeitures only if the Participant
has completed ________________ or
more Hours of Service during the
Plan Year in which the forfeiture
occurs. (Cannot exceed 1,000
hours.)
-19-
22
[X] c. Under Item 2, 3, or 4, above, a
Participant will share in
forfeitures only if the Participant
is employed on the last day of the
Plan Year.
NOTE: If Item 2, 3, or 4, above is elected and the
forfeitures are not allocated in the same
manner as the Employer contributions are
allocated, the allocation of forfeitures
must be tested for nondiscrimination
separately from the allocation of Employer
contributions, as provided in the
regulations under Code Section 401(a)(4).
H. FULL VESTING ON DEATH OR TOTAL DISABILITY. (Select one, both, or none.)
[X] 1. A Participant will be fully vested in his or her
Account in the event the Participant dies while in
the employ of the Employer.
[X] 2. A Participant will be fully vested in his or her
Account in the event the Participant incurs Total
Disability (as defined below) while in the employ of
the Employer.
I. DEFINITION OF TOTAL DISABILITY. (Select one of the following two
definitions of Total Disability.)
[ ] 1. OCCUPATIONAL DISABILITY: Total Disability means a
disability that permanently renders a Participant
unable to perform satisfactorily the usual duties of
the Participant's employment with the Employer, as
determined by a physician selected by the Committee.
[X] 2. SOCIAL SECURITY DISABILITY: Total Disability means
the inability to engage in any substantial gainful
activity by reason of any medically determinable
physical or mental impairment that can be expected to
result in death or has lasted or can be expected to
last for an indefinite period, as determined by a
physician selected by the Committee. A Participant
will be deemed disabled if he or she qualifies for
Social Security disability benefits.
[ ] 3. Not applicable.
J. VESTING YEARS OF SERVICE: All of a Participant's Years of Service with
the Employer are counted to determine the vested percentage of the
Participant's Account attributable to Employer contributions except
that the following Years of Service will NOT be counted for vesting
purposes: (Select all, some, --- or none of the following.)
[ ] 1. Years of Service before the Participant attains age
18.
[ ] 2. Years of Service before the Employer maintained this
Plan or a predecessor Plan.
[ ] 3. Years of Service before the effective date of ERISA
if such service would have been disregarded under the
Break in Service rules of the prior Plan in effect
from time to time before such date. For this purpose,
Break in Service rules are rules that result in the
loss of prior vesting or benefit accruals or that
deny an Employee eligibility to participate by reason
of separation from service or failure to complete a
required period of service within a specified period
of time.
-20-
23
K. RULE OF PARITY: In the case of an Employee who has no vested interest
in any Employer contribution upon his or her reemployment after a Break
in Service, Years of Service before the Break in Service: (Select one
or none of the options.)
[ ] 1. will be counted for purposes of determining the
Participant's vested percentage.
[ ] 2. will be counted for purposes of determining the
Participant's vested percentage only if the aggregate
number of consecutive one year breaks in service does
not exceed the greater of five or the number of Years
of Service before the Break in Service.
XIII. VALUATION DATE FOR THE TRUST FUND: The
valuation date or dates for determining the value of the Trust Fund
will be:
[X] A. The last day of the Plan Year, and any other periodic or
interim date at the discretion of the Committee.
[ ] B. The last day of the calendar year, and any other periodic or
interim date at the discretion of the Committee.
[ ] C. ____________________________________________________________
____________________________________________________________
(must not be less frequent than annually).
XIV. RETIREMENT:
A. NORMAL RETIREMENT AGE: (Select one.)
[X] 1. Age 65 (not later than age 65).
[ ] 2. The Normal Retirement Age is the later of the date
the Participant attains age __________ (not later
than age 65) or the ____ (not greater than fifth)
anniversary of the first date of the first Plan Year
in which the Participant commenced participation in
the Plan.
B. EARLY RETIREMENT AGE: (Select one.)
[ ] 1. Early retirement age is the later of age ___ or the
Participant's age when he has completed ______ Years
of Service.
[X] 2. Early retirement is not offered under the Plan.
XV. FORMS OF DISTRIBUTION:
A. LUMP SUM DISTRIBUTIONS:
[X] 1. MANDATORY CASH-OUTS. If the vested Account of a
Participant does not exceed $3,500 BEFORE JANUARY 1,
1998 AND $5,000 AFTER DECEMBER 31, 1997 (not to
exceed $3,500) upon the Participant's termination of
employment (and did not exceed that amount at the
time of any prior distribution), the total vested
Account balance will be distributed in a lump sum
within an administratively reasonable period of time
after: (Select all, some, or none.)
-21-
24
[X] a. the Participant's termination of employment.
[ ] b. the last day of the Plan Year in which the
Participant's termination of employment
occurs.
[ ] c. the valuation date next following the
Participant's termination of employment.
[ ] d. the Participant attains Normal Retirement
Age (or early retirement age, if any) under
the Plan.
[X] e. the Participant suffers Total Disability.
[X] f. the death of the Participant.
[ ] g. the last day of the Plan Year in which the
Participant incurs a -year Break in Service,
if the Participant's employment terminated
other than by death, Total Disability, or
after attainment of Normal Retirement age
(or early retirement age, if any) under the
Plan.
[ ] h. ---------------------------------------------
---------------------------------------------
(This election may be used only to select a date
or criteria necessary to preserve an optional form
of benefit under Code Section 411(d)(6). Choose
some other objective date or criteria that
precludes the Plan Administrator's or Employer's
exercise of discretion as prohibited under
Section1.411(d)-4 of the Income Tax Regulations).
[X] 2. CASH-OUTS SUBJECT TO THE CONSENT REQUIREMENTS OF
SECTION 9.2 OF THE PLAN. If the vested Account of a
Participant exceeds $3,500 BEFORE JANUARY 1, 1998 AND
$5,000 AFTER DECEMBER 31, 1997 (not to exceed $3,500)
at the time of the Participant's termination of
employment (and did not exceed that amount at the
time of any prior distribution), the total vested
Account balance will be distributed in a lump sum as
follows:
a. TIME OF DISTRIBUTION. The total vested
Account balance of a Participant will be
distributed in a lump sum within an
administratively reasonable period of time
after: (Select all, some, or none)
[X] i. the Participant's termination
of employment.
[ ] ii. the last day of the Plan Year
in which the Participant's
termination of employment
occurs.
[ ] iii. the valuation date next
following the Participant's
termination of employment.
[X] iv. the Participant attains Normal
Retirement Age (or early
retirement age, if any) under
the Plan.
-22-
25
[ ] v. the last day of the Plan Year
in which the Participant's
termination of employment
occurs or after the last day
of any subsequent Plan Year,
as elected by the Participant.
[ ] vi. the valuation date next
following the Participant's
termination of employment or
after any subsequent valuation
date, as elected by the
Participant.
[ ] vii. the last day of the Plan Year
years after the Participant's
termination of employment.
[X] viii. the death of the Participant.
[ ] ix. the last day of the Plan Year
in which the Participant's
death occurs.
[X] x. the Participant suffers Total
Disability.
[ ] xi. the last day of the Plan Year
in which the Participant
incurs a ____-year Break in
Service, if the Participant's
employment is terminated other
than by death, Total
Disability, or after
attainment of Normal
Retirement Age (or early
retirement age, if any) under
the Plan.
[ ] xii. (This election may be used
only to select a date or
criteria necessary to preserve
an optional form of benefit
under Code Section 411(d)(6).
Choose some other objective
date or criteria that
precludes the Plan
Administrator's or Employer's
exercise of discretion as
prohibited under
Section1.411(d)-4 of the
Income Tax Regulations).
b. ELIGIBILITY FOR LUMP SUM DISTRIBUTIONS.
(Optional) Participants who meet the
following requirements will be eligible for
lump sum distributions under this provision:
(Select all, some, or none).
[ ] i. having a Vested Account
balance not in excess of
$_______ (insert dollar
amount).
[ ] ii. having earned at least _____
Years of Service for vesting
purposes.
[ ] iii. having attained Normal
Retirement Age (or early
retirement age, if any)
[ ] iv. having attained age _____.
B. OTHER DISTRIBUTIONS: The following additional forms of distribution
are available except to the extent a Participant's Account must be
distributed in accordance with Item A.1. or A.2. above: (Select one,
some, or none of the options.)
-23-
26
[ ] 1. The total vested Account balance will be distributed
in Installment Payments to be made: (Select at least
one.)
[ ] a. annually.
[ ] b. semiannually.
[ ] c. quarterly.
[ ] d. monthly.
over a period: (Select one.)
[ ] e. of ____ years (insert number of
years.)
[ ] f. of years of up to _____________, as
may be designated by the Participant
or his Beneficiary.
[ ] g. of years as designated by the
Participant or his Beneficiary, not
exceeding the life expectancy of
the Participant or of the
Participant and his Beneficiary.
beginning within an administratively reasonable time after:
[ ] h. the Participant's termination of
employment.
[ ] i. the last day of the Plan Year in
which the Participant's termination
of employment occurs.
[ ] j. the valuation date next following the
Participant's termination of
employment.
[ ] k. the Participant attains Normal
Retirement Age (or early retirement
age, if any) under the Plan.
[ ] l. the last day of the Plan Year in
which the Participant's termination
of employment occurs or after the
last day of any subsequent Plan
Year, as elected by the
Participant.
[ ] m. the valuation date next following
the Participants termination of
employment or after any subsequent
valuation date, as elected by the
Participant.
[ ] n. the last day of the Plan Year
__________ years after the
Participant's termination of
employment.
[ ] o. the death of the Participant.
[ ] p. the last day of the Plan Year in
which the Participant's death
occurs.
[ ] q. the Participant suffers Total
Disability.
-24-
27
[ ] r. the last day of the Plan Year in
which the Participant incurs a
___-year Break-in-Service, if the
Participant's employment is
terminated other than by death,
Total Disability, or after
attainment of Normal Retirement Age
(or early retirement age, if any)
under the Plan.
[ ] s. _______________________________________
_______________________________________
(This election may be used only to
select a date or objective criteria
necessary to preserve an optional from
of benefit under Code Section 411(d)(6).
Choose some other objective date or
criteria that precludes the Plan
Administrator's or Employer's exercise
of discretion as prohibited under
Section1.411(d)-4 of the Income Tax
Regulations).
[ ] 2. the form of a Joint and Survivor Annuity. NOTE: If
this Item 2 is elected, the entire Plan will be
subject to the joint and survivor annuity and
preretirement survivor annuity provisions of the
Plan. If this Item 2 is elected, the survivor annuity
percentage for the joint and survivor annuity will be
__% (not less than 50% nor more than 100%) and the
preretirement survivor annuity will be provided with
__ % of the Participant's Account at his or her death
(not less than 50% nor more than 100%).
[ ] 3. any form of payment satisfying the distribution
requirements of Code Section 401(a)(9) and the
regulations thereunder.
[ ] 4. ____________________________________________________
____________________________________________________
(This election may be used only to select a date or
objective criteria necessary to preserve an optional
form of benefit under Code Section 411(d)(6). Select
a form of benefit payment that precludes the Plan
Administrator's or Employer's exercise of discretion
as prohibited under Section1.411(d)-4 of the Income
Tax Regulations.)
NOTE: If more than one distribution option is elected
above, the Participant must be provided with the
election to choose the distribution form in which he
or she will receive Plan benefits unless objective
conditions are provided that must be met in order to
receive distribution in a particular form of benefit.
If objective conditions that a Participant must
satisfy in order to receive a particular form of
benefit distribution are provided, check here ______
and attach a Schedule A clearly stating the objective
conditions adopted.
C. QDRO DISTRIBUTIONS:
[X] 1. The Plan will make payments to an alternate payee
pursuant to a Qualified Domestic Relations Order as stated in
the order, regardless of whether the Participant's Account
otherwise is distributable.
[ ] 2. The Plan will not make payments to an alternate payee
pursuant to a Qualified Domestic Relations Order as stated in
such order until the earlier of the date the Participant
separates from service or the date the Participant attains the
earliest retirement age, as defined in Code Section 414(p).
-25-
28
D. JOINT AND SURVIVOR ANNUITY. If the Plan is subject to the joint
and survivor annuity requirements, then in order to be considered to be
married so as to require that distributions commencing before a
Participant's death (unless waived) be made in the form of an immediate
joint and survivor annuity, the Participant (Select one):
[ ] must
[ ] need not
have been married throughout the one year period ending on the
Participant's annuity starting date.
E. PRERETIREMENT SURVIVOR ANNUITY. If the Plan is subject to the
preretirement survivor annuity requirements, then in order to be
considered to be married so as to require that distributions commencing
after the Participant's death (unless waived) be made in the form of a
preretirement survivor annuity, the Participant (Select one:)
[ ] must
[ ] need not
have been married throughout the one year period ending on the date of
the Participant's death.
F. IN-SERVICE WITHDRAWALS: Withdrawals while a Participant still is
employed with the Employer may be made in the following circumstances:
(Select some, all or none.)
[ ] 1. A Participant may withdraw any portion of his or her
vested Employer contributions and the earnings and changes in
fair market value of such contributions to the extent such
amounts have been held in the Trust Fund for at least two
years and to the extent such contributions are not treated as
elective deferrals, qualified non-elective contributions, or
qualified matching contributions for purposes of the Code
Section 401(k) actual deferral percentage tests.
[ ] 2. A Participant who has participated in the Plan for at
least sixty (60) months may withdraw any portion of his or her
vested Employer contributions and the earnings and changes in
fair market value of such contributions to the extent such
contributions are not treated as elective deferrals, qualified
non-elective contributions, or qualified matching
contributions for purposes of the Code Section 401(k) actual
deferral percentage tests.
[X] 3. A Participant who has attained age 59-1/2 may withdraw any
portion of the Participant's total vested Account balance.
[ ] 4. A Participant may withdraw any portion of his or her
vested Employer contributions and the earnings and changes in
fair market value of such contributions, to the extent such
amounts are not treated as elective deferrals, qualified
non-elective contributions, or qualified matching
contributions for purposes of the Code Section 401(k) actual
deferral percentage tests, upon a hardship of the Participant.
"Hardship" of a Participant is defined as
_________________________________________________________
(Specify clear, objective criteria for determining a
Participant's hardship. Such criteria may not permit employer
discretion, as provided in the Income Tax Regulations under
Code Section 411(d)(6).)
-26-
29
[ ] 5. A Participant who has made deductible Participant
voluntary contributions to the Trust Fund may withdraw any
portion of the Participant's deductible Participant voluntary
contributions and the earnings and changes in fair market
value of such contributions.
[ ] 6. A Participant who has made nondeductible Participant
voluntary contributions to the Trust Fund may withdraw any
portion of the Participant's nondeductible Participant
voluntary contributions and the earnings and changes in fair
market value of such contributions.
[X] 7. If Participant elective deferrals are elected in this
Adoption Agreement or if the Plan contains any previously made
elective deferrals, upon an immediate and heavy financial
need, as defined in the Plan, a Participant may withdraw:
[ ] a. his or her elective deferrals, excluding any earnings
on such elective deferrals accrued on or after
January 1, 1989.
[X] b. his or her elective deferrals excluding any earnings
thereon.
[ ] 8. If Participant elective deferrals are elected in this
Adoption Agreement or if the Plan contains any previously made
elective deferrals, a Participant may withdraw his or her
elective deferrals, including any earnings on such elective
deferrals, upon attainment of age 59-1/2.
[X] 9. Other: A Participant may also withdraw Rollover Contributions,
-------------------------------------------------------------
if any, at any time.
-------------------------------------------------------------
G. MINIMUM REQUIRED DISTRIBUTIONS: For purposes of determining the minimum
required distribution that must be made on behalf of a Participant
under Code Section 401(a)(9):
[ ] 1. A Participant MAY NOT elect to have his or her life expectancy
recalculated annually.
[ ] 2. A Participant MAY elect to have his or her life expectancy
recalculated annually.
XVI. INVESTMENT DIRECTION: Plan assets will be invested
as follows:
(Select one or more.)
[ ] A. At the discretion of the Trustee.
[ ] B. At the direction of ________________________ (Plan Administrator or
other named Fiduciary).
[X] C. At the direction of each Participant, or, if the Participant does not
so designate, by the Trustee. The Participant: (Select one or more.)
[ ] 1. may elect to have stated percentages of the Participant's
Account invested in investment categories provided by the
Trustee (at the direction or with the consent of the
Committee) from time to time.
[X] 2. may direct the investment of the Participant's Account in
investments at his or her discretion, subject to any
provisions of the Plan governing permissible investments.
-27-
30
[ ] 3. Other _______________________________________________.
XVII. PARTICIPANT LOANS: (Select one.)
[X] A. Loans to Participants will be permitted.
[X] 1. Participant loans will be considered a directed
investment of the Participant and any such loans will
be allocated directly to the Account of the
Participant-Borrower.
[ ] 2. Participant loans will be considered an investment of
the Trust Fund and will be allocated along with
general Trust assets.
[ ] B. Loans to Participants will not be permitted.
[ ] C. Loans to Participants will not be permitted after ____________. (Use
only if Participant loans were permitted previously under the Plan and
are to be discontinued as of a certain date.)
XVIII. INSURANCE: (Select one.)
[ ] A. If an insurance contract is purchased on the life of one Participant,
any Participant may request that insurance be purchased on his or her
behalf.
[X] B. Purchase of insurance contracts is not permitted.
XIX. GRANDFATHER PROVISIONS:
----------------------
[ ] A. The rights and features described in _______________________
(specify items to be grandfathered) of this Adoption Agreement are
available for benefits accrued under the Plan on _________________
(specify date on which right or feature is to be discontinued with
respect to future accrued benefits) but not for benefits accrued under
the Plan subsequent to such date.
[X] B. The following rights and features are available for benefits accrued
under the Plan on JANUARY 1, 2001 (specify date on which right or
feature is to be discontinued with respect to further accrued benefit)
but not for benefits accrued under the Plan subsequent to such date.
QUALIFIED JOINT AND SURVIVOR ANNUITY, QUALIFIED PRE-RETIREMENT SURVIVOR
ANNUITY, LIFE ANNUITY AND INSTALLMENT PAYMENTS. (attach separate sheets
if necessary).
XX. QUALIFICATION: Failure to complete this Adoption Agreement
properly may result in the disqualification of the Employer's Plan. This
Adoption Agreement may be used only in conjunction with the Xxxxx & Xxxxxxxxx
Defined Contribution Plan and Trust Regional Prototype Base Plan Document. The
adopting Employer may not rely on a notification letter issued to Xxxxx &
Xxxxxxxxx by the Key District Director of the Internal Revenue Service as
evidence that this Plan is qualified under Code Section 401. In order to obtain
reliance with respect to Plan qualification, the Employer must apply to the
appropriate Key District Director of the Internal Revenue Service for a
determination letter. Xxxxx & Xxxxxxxxx will notify adopting companies in
writing of any amendments made to the Plan by the sponsor and will notify
adopting companies in writing of the discontinuance of the Plan.
-28-
31
By execution of this Adoption Agreement and its approval by
Xxxxx & Xxxxxxxxx, the Employer establishes and adopts the Xxxxx & Xxxxxxxxx
Regional Prototype Profit-Sharing Plan and Trust. By execution of this Adoption
Agreement the Trustee agrees to carry out the duties and responsibilities of the
Trustee as specified in the Plan and trust. The Plan is intended to qualify
under Code Section 401(a), and the trust created under the Plan is intended to
be exempt under Code Section 501(a).
XXXXX & XXXXXXXXX LLP SPONSORING EMPLOYER
By __________________________________ /s/ XXXXXX XXXXXXX
Cardinal Health, Inc.
Xxxxx & Xxxxxxxxx LLP By XXXXXX XXXXXXX
Xxxxxxx Xxxxxx, Xxxxx 0000
00 Xxxx Xxxxx Xxxxxx Title SENIOR VICE PRESIDENT
Xxxxxxxx, Xxxx 00000-0000
(000) 000-0000 Date______________________________
Xxxxx & Xxxxxxxxx LLP TRUSTEE
3200 National City Center ___________________________________
Xxxxxxxxx, Xxxx 00000-0000 Xxxxxx Fiduciary Trust Company
(000) 000-0000
By XXXXX XXXXXXX
Date_______________________________
-29-
