1
EXHIBIT 4.4
GoodMark Foods Union Investment and Savings Plan Adoption Agreement
2
EXHIBIT 4.4
ADOPTION AGREEMENT #001
NONSTANDARDIZED CODE SECTION 401(K) PROFIT SHARING PLAN
The undersigned, GoodMark Foods, Inc. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the
Xxxxxxxxx & Associates, Inc. Defined Contribution Prototype Plan (basic plan
document #01) by adopting the accompanying Plan and Trust in full as if the
Employer were a signatory to that Agreement. The Employer makes the following
elections granted under the provisions of the Prototype Plan.
ARTICLE I
DEFINITIONS
1.02 TRUSTEE. The Trustee executing this Adoption Agreement is: (Choose (a)
or (b))
[ ] (a) A discretionary Trustee. See Section 10.03[A] of the Plan.
[X] (b) A nondiscretionary Trustee. See Section 10.03[B] of the Plan.
[Note: The Employer may not elect Option (b) if a Custodian executes
the Adoption Agreement.]
1.03 PLAN. The name of the Plan as adopted by the Employer is GoodMark Foods
Union Investment and Savings Plan.
1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (g))
[ ] (a) No exclusions.
[ ] (b) Collective bargaining employees (as defined in Section 1.07 of
the Plan). [Note: If the Employer excludes union employees from the
Plan, the Employer must be able to provide evidence that retirement
benefits were the subject of good faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned income (as
defined in Code Section 911(d)(2)) from the Employer which
constitutes United States source income (as defined in Code Section
861(a)(3)).
[ ] (d) Commission Salesmen.
[ ] (e) Any Employee compensated on a salaried basis.
[ ] (f) Any Employee compensated on an hourly basis.
[X] (g) (Specify) Employees who are not collective bargaining employees.
LEASED EMPLOYEES. Any Leased Employee treated as an Employee under Section 1.31
of the Plan, is: (Choose (h) or (i))
[X] (h) Not eligible to participate in the Plan.
[ ] (i) Eligible to participate in the Plan, unless excluded by reason
of an exclusion classification elected under this Adoption Agreement
Section 1.07.
1
3
RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. In addition: (Choose (j) or (k))
[X] (j) No other related group member's Employees are eligible to
participate in the Plan.
[ ] (k) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07: __ .
1.12 COMPENSATION.
TREATMENT OF ELECTIVE CONTRIBUTIONS. (Choose (a) or (b))
[X] (a) "Compensation" includes elective contributions made by the
Employer on the Employee's behalf.
[ ] (b) "Compensation" does not include elective contributions.
MODIFICATIONS TO COMPENSATION DEFINITION. (Choose (c) or at least one of (d)
through (j))
[ ] (c) No modifications other than as elected under Options (a) or (b).
[ ] (d) The Plan excludes Compensation in excess of $_.
[X] (e) In lieu of the definition in Section 1.12 of the Plan,
Compensation means any earnings reportable as W-2 wages for Federal
income tax withholding purposes, subject to any other election under
this Adoption Agreement Section 1.12.
[ ] (f) The Plan excludes bonuses.
[ ] (g) The Plan excludes overtime.
[ ] (h) The Plan excludes Commissions.
[ ] (i) Compensation will not include Compensation from a related
employer (as defined in Section 1.30 of the Plan) that has not
executed a Participation Agreement in this Plan unless, pursuant to
Adoption Agreement Section 1.07, the Employees of that related
employer are eligible to participate in this Plan.
[ ] (j) (Specify) ___________________________________________________
If, for any Plan Year, the Plan uses permitted disparity in the contribution or
allocation formula elected under Article III, any election of Options (f), (g),
(h) or (j) is ineffective for such Plan Year with respect to any Nonhighly
Compensated Employee.
SPECIAL DEFINITION FOR MATCHING CONTRIBUTIONS. "Compensation" for purposes of
any matching contribution formula under Article III means: (Choose (k) or (l)
only if applicable)
[X] (k) Compensation as defined in this Adoption Agreement Section 1.12.
[ ] (l) (Specify) __.
2
4
SPECIAL DEFINITION FOR TAX DEFERRED CONTRIBUTIONS. An Employee's salary
reduction agreement applies to his Compensation determined prior to the
reduction authorized by that salary reduction agreement, with the following
exceptions: (Choose (m) or at least one of (n) or (o), if applicable)
[X] (m) No exceptions.
[ ] (n) If the Employee makes elective contributions to another plan
maintained by the Employer, the Administrative Committee will
determine the amount of the Employee's tax deferred contribution for
the withholding period: (Choose (1) or (2))
[ ] (1) After the reduction for such period of elective contributions
to the other plan(s).
[ ] (2) Prior to the reduction for such period of elective
contributions to the other plan(s).
[ ] (o) (Specify) __.
1.17 PLAN YEAR/LIMITATION YEAR.
PLAN YEAR. Plan Year means: (Choose (a) or (b))
[X] (a) The 12 consecutive month period ending every December 31.
[ ] (b) (Specify) __.
LIMITATION YEAR. The Limitation Year is: (Choose (c) or (d))
[X] (c) The Plan Year.
[ ] (d) The 12 consecutive month period ending every _.
1.18 EFFECTIVE DATE.
NEW PLAN. The "Effective Date" of the Plan is January 1, 1994 .
RESTATED PLAN. The restated Effective Date is _____________.
This Plan is a substitution and amendment of an existing retirement
plan(s) originally established _________ ________. [Note: See the Effective
Date Addendum.]
1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
(a) or (b))
[X] (a) The actual method.
[ ] (b) The _ equivalency method, except:
[ ] (1) No exceptions.
[ ] (2) The actual method applies for purposes of: (Choose at least
one)
[ ] (i) Participation under Article II.
[ ] (ii) Vesting under Article V.
[ ] (iii) Accrual of benefits under Section 3.06.
3
5
[Note: On the blank line, insert "daily," "weekly," "semi-monthly payroll
periods" or "monthly."]
1.29 SERVICE FOR PREDECESSOR EMPLOYER. In addition to the predecessor
service the Plan must credit by reason of Section 1.29 of the Plan, the Plan
credits Service with the following predecessor employer(s): General Xxxxx, Inc.
and its affiliate or subsidiaries, Aroma Taste, Inc., Slim Xxx, or Xxxxx Xxxxx
Sausage Company. Service with the designated predecessor employer(s) applies:
(Choose at least one of (a) or (b); (c) is available only in addition to (a) or
(b))
[X] (a) For purposes of participation under Article II.
[X] (b) For purposes of vesting under Article V.
[X] (c) Except the following Service: service after June 1, 1982 with
General Xxxxx and its affiliates or subsidiaries and Aroma Taste;
service after January 1, 1976 with Slim Xxx and Xxxxx Xxxxx Sausage
Company.
[Note: If the Plan does not credit any predecessor service under this
provision, insert "N/A" in the first blank line. The Employer may attach a
schedule to this Adoption Agreement, in the same format as this Section 1.29,
designating additional predecessor employers and the applicable service
crediting elections.]
1.31 LEASED EMPLOYEES. If a Leased Employee is a Participant in the Plan and
also participates in a plan maintained by the leasing organization: (Choose (a)
or (b))
[ ] (a) The Administrative Committee will determine the Leased
Employee's allocation of Employer contributions under Article III
without taking into account the Leased Employee's allocation, if any,
under the leasing organization's plan.
[X] (b) The Administrative Committee will reduce a Leased Employee's
allocation of Employer nonelective contributions (other than
designated qualified nonelective contributions {which are also called
"basic contributions" in this Plan}) under this Plan by the Leased
Employee's allocation under the leasing organization's plan, but only
to the extent that allocation is attributable to the Leased
Employee's service provided to the Employer. The leasing
organization's plan:
[X] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception applies.
[ ] (2) Must satisfy the features and, if a defined benefit
plan, the method of reduction described in an addendum to this
Adoption Agreement, numbered 1.31.
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose (a) or (b) or both; (c)
is optional as an additional election)
[ ] (a) Attainment of age _ (specify age, not exceeding 21).
4
6
[X] (b) Service requirement. (Choose one of (1) through (3))
[ ] (1) One Year of Service.
[ ] (2) _ months (not exceeding 12) following the Employee's
Employment Commencement Date.
[X] (3) One Hour of Service.
[ ] (c) Special requirements for non-401(k) portion of plan. (Make
elections under (1) and under (2))
(1) The requirements of this Option (c) apply to participation in:
(Choose at least one of (i) through (iii))
[ ] (i) The allocation of Employer nonelective contributions
(which are also called "profit sharing contributions" in this
Plan) and Participant forfeitures.
[ ] (ii) The allocation of Employer matching contributions
(including forfeitures allocated as matching contributions).
[ ] (iii) The allocation of Employer basic contributions.
(2) For participation in the allocations described in (1), the
eligibility conditions are: (Choose at least one of (i) through (iv))
[ ] (i) _ (one or two) Year(s) of Service, without an
intervening Break in Service (as described in Section 2.03(A)
of the Plan) if the requirement is two Years of Service.
[ ] (ii) _ months (not exceeding 24) following the Employee's
Employment Commencement Date.
[ ] (iii) One Hour of Service.
[ ] (iv) Attainment of age _ (Specify age, not exceeding 21).
PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (d),
(e) or (f))
[ ] (d) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.
[X] (e) The first day of the Plan Year.
[ ] (f) (Specify entry dates) _.
TIME OF PARTICIPATION. An Employee will become a Participant (and, if
applicable, will participate in the allocations described in Option (c)(1)),
unless excluded under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date): (Choose (g), (h) or (i))
[X] (g) immediately following
[ ] (h) immediately preceding
5
7
[ ] (i) nearest
the date the Employee completes the eligibility conditions described in Options
(a) and (b) (or in Option (c)(2) if applicable) of this Adoption Agreement
Section 2.01. [Note: The Employer must coordinate the selection of (g), (h) or
(i) with the "Plan Entry Date" selection in (d), (e) or (f). Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by the
earlier of: (1) the first day of the Plan Year beginning after the date the
Employee completes the age and service requirements of Code Section 410(a); or
(2) 6 months after the date the Employee completes those requirements.]
DUAL ELIGIBILITY. The eligibility conditions of this Section 2.01 apply to:
(Choose (j) or (k))
[X] (j) All Employees of the Employer, except: (Choose (1) or (2))
[X] (1) No exceptions.
[ ] (2) Employees who are Participants in the Plan as of the
Effective Date.
[ ] (k) Solely to an Employee employed by the Employer after _. If the
Employee was employed by the Employer on or before the specified
date, the Employee will become a Participant: (Choose (1), (2) or
(3))
[ ] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age __ (not to exceed
21).
[ ] (2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date. If the restated
Plan required more than one Year of Service to participate,
the eligibility condition under this Option (2) for
participation in the Code Section 401(k) arrangement under
this Plan is one Year of Service for Plan Years beginning
after December 31, 1988. [For restated plans only]
[ ] (3) (Specify) _.
2.02 YEAR OF SERVICE - PARTICIPATION.
HOURS OF SERVICE. An Employee must complete: (Choose (a) or (b))
[ ] (a) 1,000 Hours of Service
[X] (b) 1 Hours of Service
---
during an eligibility computation period to receive credit for a Year of
Service. [Note: The Hours of Service requirement may not exceed 1,000.]
ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility computation
period described in Section 2.02 of the Plan, the Plan measures the eligibility
computation period as: (Choose (c) or (d))
[ ] (c) The 12 consecutive month period beginning with each anniversary
of an Employee's Employment Commencement Date.
[X] (d) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.
6
8
2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
[X] (a) Does not permit an eligible Employee or a Participant to elect
not to participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not
to participate in accordance with Section 2.06 and with the following
rules: (Complete (1), (2), (3) and (4))
(1) An election is effective for a Plan Year if filed no later than
_.
(2) An election not to participate must be effective for at least _
Plan Year(s).
(3) Following a re-election to participate, the Employee or
Participant:
[ ] (i) May not again elect not to participate for any
subsequent Plan Year.
[ ] (ii) May again elect not to participate, but not earlier
than the _ Plan Year following the Plan Year in which the
re-election first was effective.
(4) (Specify) ___ [Insert "N/A" if no other rules apply].
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
PART I. [OPTIONS (A) THROUGH (G)] AMOUNT OF EMPLOYER'S CONTRIBUTION. The
Employer's annual contribution to the Trust will equal the total amount of
deferral contributions, matching contributions, basic contributions and profit
sharing contributions, as determined under this Section 3.01. (Choose any
combination of (a), (b), (c) and (d), or choose (e))
[X] (a) DEFERRAL CONTRIBUTIONS (CODE Section 401(K) ARRANGEMENT).
(Choose (1) or (2) or both)
[X] (1) Salary reduction arrangement. The Employer must
contribute the amount by which the Participants have reduced
their Compensation for the Plan Year, pursuant to their salary
reduction agreements on file with the Administrative
Committee. A reference in the Plan to tax deferred
contributions is a reference to these amounts.
[ ] (2) Cash or deferred arrangement. The Employer will
contribute on behalf of each Participant the portion of the
Participant's proportionate share of the cash or deferred
contribution which he has not elected to receive in cash. See
Section 14.02 of the Plan. The Employer's cash or deferred
contribution is the amount the Employer may from time to time
deem advisable which the Employer designates as a cash or
deferred contribution prior to making that contribution to the
Trust.
[X] (b) MATCHING CONTRIBUTIONS. The Employer will make matching
contributions in accordance with the formula(s) elected in Part II of
this Adoption Agreement Section 3.01.
7
9
[ ] (c) DESIGNATED BASIC CONTRIBUTIONS. The Employer, in its sole
discretion, may contribute an amount which it designates as a basic
contribution.
[ ] (d) PROFIT SHARING CONTRIBUTIONS. (Choose any combination of (1)
through (4))
[ ] (1) Discretionary contribution. The amount (or additional
amount) the Employer may from time to time deem advisable.
[ ] (2) The amount (or additional amount) the Employer may from
time to time deem advisable, separately determined for each of
the following classifications of Participants: (Choose (i) or
(ii))
[ ] (i) Nonhighly Compensated Employees and Highly
Compensated Employees.
[ ] (ii) (Specify classifications) __.
Under this Option (2), the Administrative Committee will
allocate the amount contributed for each Participant
classification in accordance with Part II of Adoption
Agreement Section 3.04, as if the Participants in that
classification were the only Participants in the Plan.
[ ] (3) _% of the Compensation of all Participants under the
Plan, determined for the Employer's taxable year for which it
makes the contribution. [Note: The percentage selected may not
exceed 15%.]
[ ] (4) _% of Net Profits but not more than $_.
[ ] (e) FROZEN PLAN. This Plan is a frozen Plan effective _. The
Employer will not contribute to the Plan with respect to any period
following the stated date.
NET PROFITS. The Employer: (Choose (f) or (g))
[X] (f) Need not have Net Profits to make its annual contribution
under this Plan.
[ ] (g) Must have current or accumulated Net Profits exceeding $_ to
make the following contributions: (Choose at least one)
[ ] (1) Cash or deferred contributions described in Option
(a)(2).
[ ] (2) Matching contributions described in Option (b),
except: __.
[ ] (3) Basic contributions described in Option (c).
[ ] (4) Profit sharing contributions described in Option (d).
The term "Net Profits" means the Employer's net income or profits for any
taxable year determined by the Employer upon the basis of its books of account
in accordance with generally accepted accounting practices consistently applied
without any deductions for Federal and state taxes upon income or for
contributions made by the Employer under this Plan or under any other employee
benefit plan the Employer maintains. The term "Net Profits" specifically
excludes __. [Note: Enter "N/A" if no exclusions apply.]
If the Employer requires Net Profits for matching contributions and the
Employer does not have
8
10
sufficient Net Profits under Option (g), it will reduce the matching
contribution under a fixed formula on a pro rata basis for all Participants. A
Participant's share of the reduced contribution will bear the same ratio as the
matching contribution the Participant would have received if Net Profits were
sufficient bears to the total matching contribution all Participants would have
received if Net Profits were sufficient. If more than one member of a related
group (as defined in Section 1.30) execute this Adoption Agreement, each
participating member will determine Net Profits separately but will not apply
this reduction unless, after combining the separately determined Net Profits,
the aggregate Net Profits are insufficient to satisfy the matching contribution
liability. "Net Profits" includes both current and accumulated Net Profits.
PART II. [OPTIONS (H) THROUGH (J)] MATCHING CONTRIBUTION FORMULA. [Note: If the
Employer elected Option (b), complete Options (h), (i) and (j).]
[X] (h) AMOUNT OF MATCHING CONTRIBUTIONS. For each Plan Year, the Employer's
matching contribution is: (Choose any combination of (1), (2), (3), (4)
and (5))
[ ] (1) An amount equal to _% of each Participant's eligible
contributions for the Plan Year.
[ ] (2) An amount equal to _% of each Participant's first tier of
eligible contributions for the Plan Year, plus the following
matching percentage(s) for the following subsequent tiers of
eligible contributions for the Plan___ .
[X] (3) Discretionary formula.
[X] (i) An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem
advisable of the Participant's eligible contributions for
the Plan Year.
[ ] (ii) An amount (or additional amount) equal to a matching
percentage the Employer from time to time may deem
advisable of each tier of the Participant's eligible
contributions for the Plan Year.
[ ] (4) An amount equal to the following percentage of each
Participant's eligible contributions for the Plan Year, based on
the Participant's Years of Service:
Number of Years of Service Matching Percentage
-------------------------- -------------------
[S] [C]
_ _
_ _
_ _
_ _
The Administrative Committee will apply this formula by
determining Years of Service as follows: ___.
[ ] (5) A Participant's matching contributions may not: (Choose (i)
or (ii))
[ ] (i) Exceed ___.
[ ] (ii) Be less than ___.
9
11
RELATED EMPLOYERS. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the related employers may elect different
matching contribution formulas by attaching to the Adoption Agreement a
separately completed copy of this Part II. Note: Separate matching
contribution formulas create separate current benefit structures that must
satisfy the minimum participation test of Code Section 401(a)(26).]
[X] (i) DEFINITION OF ELIGIBLE CONTRIBUTIONS. Subject to the requirements of
Option (j), the term "eligible contributions" means: (Choose any
combination of (1) through (3))
[X] (1) Tax deferred contributions.
[ ] (2) Cash or deferred contributions (including any part of the
Participant's proportionate share of the cash or deferred
contribution which the Employer defers without the Participant's
election).
[ ] (3) Participant mandatory contributions, as designated in
Adoption Agreement Section 4.01. See Section 14.04 of the Plan.
[X] (j) AMOUNT OF ELIGIBLE CONTRIBUTIONS TAKEN INTO ACCOUNT. When determining
a Participant's eligible contributions taken into account under the
matching contributions formula(s), the following rules apply: (Choose any
combination of (1) through (4))
[ ] (1) The Administrative Committee will take into account all
eligible contributions credited for the Plan Year.
[ ] (2) The Administrative Committee will disregard eligible
contributions exceeding ___.
[ ] (3) The Administrative Committee will treat as the first tier
of eligible contributions, an amount not exceeding: ___.
The subsequent tiers of eligible contributions are: _____.
[X] (4) (Specify) The Administrative Committee will take into
account eligible contributions equal to the first 3% of
Compensation or such greater percentage as established by the
Board.
PART III. [OPTIONS (K) AND (L)]. SPECIAL RULES FOR CODE Section 401(K)
ARRANGEMENT. (Choose (k) or (l), or both, as applicable)
[X] (k) SALARY REDUCTION AGREEMENTS. The following rules and restrictions
apply to an Employee's salary reduction agreement: (Make a selection under
(1), (2), (3) and (4))
(1) Limitation on amount. The Employee's tax deferred contributions:
(Choose (i) or at least one of (ii) or (iii))
[ ] (i) No maximum limitation other than as provided in the
Plan.
[X] (ii) May not exceed 10% of Compensation for the Plan
Year, subject to the annual additions limitation described in
Part 2 of Article III and the 402(g) limitation described in
Section 14.07 of the Plan.
[X] (iii) Based on percentages of Compensation must equal at
least 1%.
10
12
(2) An Employee may revoke, on a prospective basis, a salary reduction
agreement: (Choose (i), (ii), (iii) or (iv))
[ ] (i) Once during any Plan Year but not later than _ of
the Plan Year.
[ ] (ii) As of any Plan Entry Date.
[ ] (iii) As of the first day of any month.
[X] (iv) (Specify, but must be at least once per Plan Year) As of
January 1st, April 1st, July 1st, or October 1st, or in the
event of financial hardship.
(3) An Employee who revokes his salary reduction agreement may file a new
salary reduction agreement with an effective date: (Choose (i), (ii),
(iii) or (iv))
[ ] (i) No earlier than the first day of the next Plan Year.
[ ] (ii) As of any subsequent Plan Entry Date.
[ ] (iii) As of the first day of any month subsequent to the
month in which he revoked an Agreement.
[X] (iv) (Specify, but must be at least once per Plan Year
following the Plan Year of revocation) As of any January 1st,
April 1st, July 1st, or October 1st.
(4) A Participant may increase or may decrease, on a prospective basis,
his salary reduction percentage or dollar amount: (Choose (i), (ii), (iii)
or (iv))
[ ] (i) As of the beginning of each payroll period.
[ ] (ii) As of the first day of each month.
[ ] (iii) As of any Plan Entry Date.
[X] (iv) (Specify, but must permit an increase or a decrease at
least once per Plan Year) As of any January 1st, April 1st,
July 1st, or October 1st.
[ ] (l) CASH OR DEFERRED CONTRIBUTIONS. For each Plan Year for which the
Employer makes a designated cash or deferred contribution, a Participant
may elect to receive directly in cash not more than the following portion
(or, if less, the 402(g) limitation described in Section 14.07 of the
Plan) of his proportionate share of that cash or deferred contribution:
(Choose (1) or (2))
[ ] (1) All or any portion.
[ ] (2) _%.
3.04 CONTRIBUTION ALLOCATION. The Administrative Committee will allocate
deferral contributions, matching contributions, basic contributions and profit
sharing contributions in accordance with Section 14.06 and the elections under
this Adoption Agreement Section 3.04.
11
13
PART I. [OPTIONS (A) THROUGH (D)]. SPECIAL ACCOUNTING ELECTIONS. (Choose
whichever elections are applicable to the Employer's Plan)
[X] (a) MATCHING CONTRIBUTIONS ACCOUNT. The Administrative Committee will
allocate matching contributions to a Participant's: (Choose (1) or (2);
(3) is available only in addition to (1))
[X] (1) Regular Matching Contributions Account.
[ ] (2) Qualified Matching Contributions Account.
[ ] (3) Except, matching contributions under Option(s) _ of
Adoption Agreement Section 3.01 are allocable to the Qualified
Matching Contributions Account.
[X] (b) SPECIAL ALLOCATION DATES FOR TAX DEFERRED CONTRIBUTIONS. The
Administrative Committee will allocate tax deferred contributions as of
the Accounting Date and as of the following additional allocation dates:
The business day on which the contributions are received by the Trustee.
[X] (c) SPECIAL ALLOCATION DATES FOR MATCHING CONTRIBUTIONS. The
Administrative Committee will allocate matching contributions as of the
Accounting Date and as of the following additional allocation dates: The
business day on which the contributions are received by the Trustee.
[ ] (d) DESIGNATED BASIC CONTRIBUTIONS - DEFINITION OF PARTICIPANT. For
purposes of allocating the designated basic contribution, "Participant"
means: (Choose (1), (2) or (3))
[ ] (1) All Participants.
[ ] (2) Participants who are Nonhighly Compensated Employees for
the Plan Year.
[ ] (3) (Specify) _.
PART II. METHOD OF ALLOCATION - PROFIT SHARING CONTRIBUTION. Subject to any
restoration allocation required under Section 5.04, the Administrative
Committee will allocate and credit each annual profit sharing contribution (and
Participant forfeitures treated as profit sharing contributions) to the
Employer Contributions Account of each Participant who satisfies the conditions
of Section 3.06, in accordance with the allocation method selected under this
Section 3.04. If the Employer elects Option (e)(2), Option (g)(2) or Option
(h), for the first 3% of Compensation allocated to all Participants,
"Compensation" does not include any exclusions elected under Adoption Agreement
Section 1.12 (other than the exclusion of elective contributions), and the
Administrative Committee must take into account the Participant's Compensation
for the entire Plan Year. (Choose an allocation method under (e), (f), (g) or
(h); (i) is mandatory if the Employer elects (f), (g) or (h); (j) is optional
in addition to any other election.)
[ ] (e) NONINTEGRATED ALLOCATION FORMULA. (Choose (1) or (2))
[ ] (1) The Administrative Committee will allocate the annual
profit sharing contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year.
12
14
[ ] (2) The Administrative Committee will allocate the annual
profit sharing contributions in the same ratio that each
Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year. For purposes of
this Option (2), "Participant" means, in addition to a Participant
who satisfies the requirements of Section 3.06 for the Plan Year,
any other Participant entitled to a top heavy minimum allocation
under Section 3.04(B), but such Participant's allocation will not
exceed 3% of his Compensation for the Plan Year.
[ ] (f) TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First,
the Administrative Committee will allocate the annual Employer profit
sharing contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table following Option (i).
The Administrative Committee then will allocate any remaining profit
sharing contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.
[ ] (g) THREE-TIERED INTEGRATED ALLOCATION FORMULA. First, the Administrative
Committee will allocate the annual Employer profit sharing contributions
in the same ratio that each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year. The
allocation under this paragraph, as a percentage of each Participant's
Compensation may not exceed the applicable percentage (5.7%, 5.4% or 4.3%)
listed under the Maximum Disparity Table following Option (i). Solely for
purposes of the allocation in this first paragraph, "Participant" means,
in addition to a Participant who satisfies the requirements of Section
3.06 for the Plan Year: (Choose (1) or (2))
[ ] (1) No other Participant.
[ ] (2) Any other Participant entitled to a top heavy minimum
allocation under Section 3.04(B), but such Participant's allocation
under this Option (g) will not exceed 3% of his Compensation for
the Plan Year.
As a second tier allocation, the Administrative Committee will allocate
the profit sharing contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year. The allocation under
this paragraph, as a percentage of each Participant's Excess Compensation,
may not exceed the allocation percentage in the first paragraph.
Finally, the Administrative Committee will allocate any remaining profit
sharing contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.
[ ] (h) FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Administrative
Committee will allocate the annual Employer profit sharing contributions
in the same ratio that each Participant's Compensation for the Plan Year
bears to the total Compensation of all Participants for the Plan Year, but
not exceeding 3% of each Participant's Compensation. Solely for purposes
of this first tier allocation, a "Participant" means, in addition to any
Participant who satisfies the requirements of Section 3.06 for the Plan
Year, any other Participant entitled to a top heavy minimum allocation
under Section 3.04(B) of the Plan.
13
15
As a second tier allocation, the Administrative Committee will allocate
the profit sharing contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess
Compensation of all Participants for the Plan Year, but not exceeding 3%
of each Participant's Excess Compensation.
As a third tier allocation, the Administrative Committee will allocate the
annual Employer contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan
Year. The allocation under this paragraph, as a percentage of each
Participant's Compensation plus Excess Compensation, must not exceed the
applicable percentage (2.7%, 2.4% or 1.3%) listed under the Maximum
Disparity Table following Option (i).
The Administrative Committee then will allocate any remaining profit
sharing contributions in the same ratio that each Participant's
Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.
[ ] (i) EXCESS COMPENSATION. For purposes of Option (f), (g) or (h), "Excess
Compensation" means Compensation in excess of the following Integration
Level: (Choose (1) or (2))
[ ] (1) _% (not exceeding 100%) of the taxable wage base, as
determined under Section 230 of the Social Security Act, in effect
on the first day of the Plan Year: (Choose any combination of (i)
and (ii) or choose (iii))
[ ] (i) Rounded to _ (but not exceeding the taxable wage
base).
[ ] (ii) But not greater than $_.
[ ] (iii) Without any further adjustment or limitation.
[ ] (2) $_ [Note: Not exceeding the taxable wage base for the Plan
Year in which this Adoption Agreement first is effective.]
MAXIMUM DISPARITY TABLE. For purposes of Options (f), (g) and (h), the
applicable percentage is:
Integration Level (as Applicable Percentages for Applicable Percentages
percentage of taxable wage base) Option (f) or Option (g) for Option (h)
-------------------------------- -------------------------- ----------------------
100% 5.7% 2.7%
More than 80% but less than 100% 5.4% 2.4%
More than 20% (but not less than $10,001)
and not more than 80% 4.3% 1.3%
20% (or $10,000, if greater) or less 5.7% 2.7%
[ ] (j) ALLOCATION OFFSET. The Administrative Committee will reduce a
Participant's allocation otherwise made under Part II of this Section 3.04
by the Participant's allocation under the following qualified plan(s)
maintained by the Employer: ___.
14
16
The Administrative Committee will determine this allocation reduction:
(Choose (1) or (2))
[ ] (1) By treating the term "profit sharing contribution" as
including all amounts paid or accrued by the Employer during the
Plan Year to the qualified plan(s) referenced under this Option
(j). If a Participant under this Plan also participates in that
other plan, the Administrative Committee will treat the amount the
Employer contributes for or during a Plan Year on behalf of a
particular Participant under such other plan as an amount allocated
under this Plan to that Participant's Account for that Plan Year.
The Administrative Committee will make the computation of
allocation required under the immediately preceding sentence before
making any allocation of profit sharing contributions under this
Section 3.04.
[ ] (2) In accordance with the formula provided in an addendum to
this Adoption Agreement, numbered 3.04(j).
TOP HEAVY MINIMUM ALLOCATION - METHOD OF COMPLIANCE. If a Participant's
allocation under this Section 3.04 is less than the top heavy minimum
allocation to which he is entitled under Section 3.04(B): (Choose (k) or (l))
[ ] (k) The Employer will make any necessary additional contribution to
the Participant's Account, as described in Section 3.04(B)(7)(a) of
the Plan.
[X] (l) The Employer will satisfy the top heavy minimum allocation under
the following plan(s) it maintains: GoodMark Foods, Inc. Union
Employees' Pension Plan . However, the Employer will make any
necessary additional contribution to satisfy the top heavy minimum
allocation for an Employee covered only under this Plan and not under
the other plan(s) designated in this Option (l). See Section
3.04(B)(7)(b) of the Plan.
If the Employer maintains another plan, the Employer may provide in an addendum
to this Adoption Agreement, numbered Section 3.04, any modifications to the
Plan necessary to satisfy the top heavy requirements under Code Section 416.
RELATED EMPLOYERS. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Administrative Committee must allocate all
Employer profit sharing contributions (and forfeitures treated as profit
sharing contributions) to each Participant in the Plan, in accordance with the
elections in this Adoption Agreement Section 3.04: (Choose (m) or (n))
[ ] (m) Without regard to which contributing related group member employs the
Participant.
[X] (n) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than one
contributing Employer, the Administrative Committee will determine the
allocations under this Adoption Agreement Section 3.04 by prorating among
the participating Employers the Participant's Compensation and, if
applicable, the Participant's Integration Level under Option (i).
3.05 FORFEITURE ALLOCATION. Subject to any restoration allocation required
under Sections 5.04 or 9.14, the Administrative Committee will allocate a
Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c)
and (d) are optional in addition to (a) or (b))
[ ] (a) As an Employer profit sharing contribution for the Plan Year in which
the forfeiture occurs, as if the Participant forfeiture were an additional
profit sharing contribution for that Plan Year.
15
17
[X] (b) To reduce the Employer matching contributions and profit sharing
contributions for the Plan Year: (Choose (1) or (2))
[X] (1) in which the forfeiture occurs.
[ ] (2) immediately following the Plan Year in which the forfeiture
occurs.
[X] (c) To the extent attributable to matching contributions: (Choose (1),
(2) or (3))
[X] (1) In the manner elected under Options (a) or (b).
[ ] (2) First to reduce Employer matching contributions for the
Plan Year: (Choose (i) or (ii))
[ ] (i) in which the forfeiture occurs,
[ ] (ii) immediately following the Plan Year in which the
forfeiture occurs,
then as elected in Options (a) or (b).
[ ] (3) As a discretionary matching contribution for the Plan Year
in which the forfeiture occurs, in lieu of the manner elected under
Options (a) or (b).
[ ] (d) First to reduce the Plan's ordinary and necessary administrative
expenses for the Plan Year and then will allocate any remaining
forfeitures in the manner described in Options (a), (b) or (c), whichever
applies. If the Employer elects Option (c), the forfeitures used to reduce
Plan expenses: (Choose (1) or (2))
[ ] (1) relate proportionately to forfeitures described in Option
(c) and to forfeitures described in Options (a) or (b).
[ ] (2) relate first to forfeitures described in Option _.
ALLOCATION OF FORFEITED EXCESS AGGREGATE CONTRIBUTIONS. The Administrative
Committee will allocate any forfeited excess aggregate contributions (as
described in Section 14.09): (Choose (e), (f) or (g))
[X] (e) To reduce Employer matching contributions for the Plan Year: (Choose
(1) or (2))
[ ] (1) in which the forfeiture occurs.
[X] (2) immediately following the Plan Year in which the forfeiture
occurs.
[ ] (f) As Employer discretionary matching contributions for the Plan Year in
which forfeited, except the Administrative Committee will not allocate
these forfeitures to the Highly Compensated Employees who incurred the
forfeitures.
[ ] (g) In accordance with Options (a) through (d), whichever applies, except
the Administrative Committee will not allocate these forfeitures under
Option (a) or under Option (c)(3) to the Highly Compensated Employees who
incurred the forfeitures.
16
18
3.06 ACCRUAL OF BENEFIT.
COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Administrative Committee will determine the
allocation of any cash or deferred contribution, designated basic contribution
or profit sharing contribution by taking into account: (Choose (a) or (b))
[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation for the portion of the Plan Year in which
the Employee actually is a Participant in the Plan.
ACCRUAL REQUIREMENTS. Subject to the suspension of accrual requirements of
Section 3.06(E) of the Plan, to receive an allocation of cash or deferred
contributions, matching contributions, designated basic contributions, profit
sharing contributions and Participant forfeitures, if any, for the Plan Year, a
Participant must satisfy the conditions described in the following elections:
(Choose (c) or at least one of (d) through (f))
[ ] (c) SAFE HARBOR RULE. If the Participant is employed by the Employer on
the last day of the Plan Year, the Participant must complete at least one
Hour of Service for that Plan Year. If the Participant is not employed by
the Employer on the last day of the Plan Year, the Participant must
complete at least 501 Hours of Service during the Plan Year.
[X] (d) HOURS OF SERVICE CONDITION. The Participant must complete the
following minimum number of Hours of Service during the Plan Year: (Choose
at least one of (1) through (5))
[ ] (1) 1,000 Hours of Service.
[ ] (2) (Specify, but the number of Hours of Service may not exceed
1,000) _.
[ ] (3) No Hour of Service requirement if the Participant
terminates employment during the Plan Year on account of: (Choose
(i), (ii) or (iii))
[ ] (i) Death.
[ ] (ii) Disability.
[ ] (iii) Attainment of Normal Retirement Age in the current
Plan Year or in a prior Plan Year.
[ ] (4) _ Hours of Service (not exceeding 1,000) if the Participant
terminates employment with the Employer during the Plan Year,
subject to any election in Option (3).
[X] (5) No Hour of Service requirement for an allocation of
the following contributions: Matching contributions.
[X] (e) EMPLOYMENT CONDITION. The Participant must be employed by the
Employer on the last day of the Plan Year, irrespective of whether he
satisfies any Hours of Service condition under Option (d), with the
following exceptions: (Choose (1) or at least one of (2) through (5))
[ ] (1) No exceptions.
17
19
[ ] (2) Termination of employment because of death.
[ ] (3) Termination of employment because of disability.
[ ] (4) Termination of employment following attainment of Normal
Retirement Age.
[X] (5) No employment condition for the following contributions:
Matching contributions.
[ ] (f) (Specify other conditions, if applicable): __.
SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual requirements of
Section 3.06(E) of the Plan: (Choose (g), (h) or (i))
[ ] (g) Applies to the Employer's Plan.
[X] (h) Does not apply to the Employer's Plan.
[ ] (i) Applies in modified form to the Employer's Plan, as described in an
addendum to this Adoption Agreement, numbered Section 3.06(E).
SPECIAL ACCRUAL REQUIREMENTS FOR MATCHING CONTRIBUTIONS. If the Plan allocates
matching contributions on two or more allocation dates for a Plan Year, the
Administrative Committee, unless otherwise specified in Option (l), will apply
any Hours of Service condition by dividing the required Hours of Service on a
pro rata basis to the allocation periods included in that Plan Year.
Furthermore, a Participant who satisfies the conditions described in this
Adoption Agreement Section 3.06 will receive an allocation of matching
contributions (and forfeitures treated as matching contributions) only if the
Participant satisfies the following additional condition(s): (Choose (j) or at
least one of (k) or (l))
[X] (j) No additional conditions.
[ ] (k) The Participant is not a Highly Compensated Employee for the Plan
Year. This Option (k) applies to: (Choose (1) or (2))
[ ] (1) All matching contributions.
[ ] (2) Matching contributions described in Option(s) _ of Adoption
Agreement Section 3.01.
[ ] (l) (Specify) _.
3.15 MORE THAN ONE PLAN LIMITATION. If the provisions of Section 3.15 apply,
the Excess Amount attributed to this Plan equals: (Choose (a), (b) or (c))
[ ] (a) The product of:
(i) the total Excess Amount allocated as of such date (including any
amount which the Administrative Committee would have allocated but
for the limitations of Code Section 415), times
(ii) the ratio of (1) the amount allocated to the Participant as of
such date under this Plan divided by (2) the total amount allocated
as of such date under all qualified defined contribution plans
(determined without regard to the limitations of Code Section 415).
18
20
[ ] (b) The total Excess Amount.
[X] (c) None of the Excess Amount.
3.18 DEFINED BENEFIT PLAN LIMITATION.
APPLICATION OF LIMITATION. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))
[ ] (a) Does not apply to the Employer's Plan because the Employer does not
maintain and never has maintained a defined benefit plan covering any
Participant in this Plan.
[X] (b) Applies to the Employer's Plan. To the extent necessary to satisfy
the limitation under Section 3.18, the Employer will reduce: (Choose (1)
or (2))
[X] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant participates.
[ ] (2) Its contribution or allocation on behalf of the Participant
to the defined contribution plan under which the Participant
participates and then, if necessary, the Participant's projected
annual benefit under the defined benefit plan under which the
Participant participates.
[Note: If the Employer selects (a), the remaining options in this Section 3.18
do not apply to the Employer's Plan.]
COORDINATION WITH TOP HEAVY MINIMUM ALLOCATION. The Administrative Committee
will apply the top heavy minimum allocation provisions of Section 3.04(B) of
the Plan with the following modifications: (Choose (c) or at least one of (d)
or (e))
[X] (c) No modifications.
[ ] (d) For Non-Key Employees participating only in this Plan, the top heavy
minimum allocation is the minimum allocation described in Section 3.04(B)
determined by substituting 4% (not less than 4%) for "3%," except: (Choose
(i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Plan Years in which the top heavy ratio exceeds 90%.
[ ] (e) For Non-Key Employees also participating in the defined benefit plan,
the top heavy minimum is: (Choose (1) or (2))
[ ] (1) 5% of Compensation (as determined under Section 3.04(B) or
the Plan) irrespective of the contribution rate of any Key
Employee, except: (Choose (i) or (ii))
[ ] (i) No exceptions.
[ ] (ii) Substituting "7 1/2%" for "5%" if the top heavy
ratio does not exceed 90%.
[ ] (2) _%. [Note: The Employer may not select this Option (2)
unless the defined benefit plan satisfies the top heavy minimum
benefit requirements of Code Section 416 for these Non-Key
Employees.]
19
21
ACTUARIAL ASSUMPTIONS FOR TOP HEAVY CALCULATION. To determine the top heavy
ratio, the Administrative Committee will use the following interest rate and
mortality assumptions to value accrued benefits under a defined benefit plan:
1971 Group Annuity Mortality Table and 7 1/2% Interest .
If the elections under this Section 3.18 are not appropriate to satisfy the
limitations of Section 3.18, or the top heavy requirements under Code Section
416, the Employer must provide the appropriate provisions in an addendum to
this Adoption Agreement.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT VOLUNTARY CONTRIBUTIONS. The Plan: (Choose (a) or (b); (c)
is available only with (b))
[X] (a) Does not permit Participant voluntary contributions.
[ ] (b) Permits Participant voluntary contributions, pursuant to Section
14.04 of the Plan.
[ ] (c) The following portion of the Participant's voluntary contributions
for the Plan Year are mandatory contributions under Option (i)(3) of
Adoption Agreement Section 3.01: (Choose (1) or (2))
[ ] (1) The amount which is not less than: ___.
[ ] (2) The amount which is not greater than: ______________.
ALLOCATION DATES. The Administrative Committee will allocate voluntary
contributions for each Plan Year as of the Accounting Date and the following
additional allocation dates: (Choose (d) or (e))
[ ] (d) No other allocation dates.
[ ] (e) (Specify) _____________________________.
As of an allocation date, the Administrative Committee will credit all
voluntary contributions made for the relevant allocation period. Unless
otherwise specified in (e), a voluntary contribution relates to an allocation
period only if actually made to the Trust no later than 30 days after that
allocation period ends.
4.05 PARTICIPANT CONTRIBUTION - WITHDRAWAL/DISTRIBUTION. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Mandatory Contributions Account, if any, prior to his Separation
from Service: (Choose (a) or at least one of (b) through (d))
[X] (a) No distribution options prior to Separation from Service.
[ ] (b) The same distribution options applicable to the Tax Deferred Account
prior to the Participant's Separation from Service, as elected in Adoption
Agreement Section 6.03.
[ ] (c) Until he retires, the Participant has a continuing election to
receive all or any portion of his Mandatory Contributions Account if:
(Choose (1) or at least one of (2) through (4))
[ ] (1) No conditions.
20
22
[ ] (2) The mandatory contributions have accumulated for at least _
Plan Years since the Plan Year for which contributed.
[ ] (3) The Participant suspends making voluntary
contributions for a period of ____ months.
[ ] (4) (Specify) _.
[ ] (d) (Specify) ___.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. Normal Retirement Age under the Plan is: (Choose (a)
or (b))
[X] (a) 65 [State age, but may not exceed age 65].
[ ] (b) The later of the date the Participant attains _ years of age or the _
anniversary of the first day of the Plan Year in which the Participant
commenced participation in the Plan. [The age selected may not exceed age
65 and the anniversary selected may not exceed the 5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan: (Choose (a) or choose one or both of (b) and (c))
[ ] (a) Does not apply.
[X] (b) Applies to death.
[X] (c) Applies to disability.
5.03 VESTING SCHEDULE.
TAX DEFERRED ACCOUNT/QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT/BASIC
CONTRIBUTIONS ACCOUNT/MANDATORY CONTRIBUTIONS ACCOUNT. A Participant has a 100%
Nonforfeitable interest at all times in his Tax Deferred Account, his Qualified
Matching Contributions Account, his Basic Contributions Account and in his
Mandatory Contributions Account.
REGULAR MATCHING CONTRIBUTIONS ACCOUNT/EMPLOYER CONTRIBUTIONS ACCOUNT. With
respect to a Participant's Regular Matching Contributions Account and Employer
Contributions Account, the Employer elects the following vesting schedule:
(Choose (a) or (b); (c) and (d) are available only as additional options)
[ ] (a) Immediate vesting. 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01(c) require 2 years of service or more than
12 months of employment.]
21
23
[X] (b) Graduated Vesting Schedules.
TOP HEAVY SCHEDULE NON TOP HEAVY SCHEDULE
(MANDATORY) (OPTIONAL)
Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
--------- -------------- --------- --------------
Less than 1 0% Less than 1 0%
1 0% 1 0%
2 0% 2 0%
3 100% 3 0%
4 100% 4 0%
5 100% 5 100%
6 or more 100% 6 100%
7 or more 100%
[ ] (c) Special vesting election for Regular Matching Contributions Account.
In lieu of the election under Options (a) or (b), the Employer elects the
following vesting schedule for a Participant's Regular Matching
Contributions Account: (Choose (1) or (2))
[ ] (1) 100% Nonforfeitable at all times.
[ ] (2) In accordance with the vesting schedule described in the
addendum to this Adoption Agreement, numbered 5.03(c). [Note: If
the Employer elects this Option (c)(2), the addendum must designate
the applicable vesting schedule(s) using the same format as used in
Option (b).]
[Note: Under Options (b) and (c)(2), the Employer must complete a Top Heavy
Schedule which satisfies Code Section 416. The Employer, at its option, may
complete a Non Top Heavy Schedule. The Non Top Heavy Schedule must satisfy Code
Section 411(a)(2). Also see Section 7.05 of the Plan.]
[X] (d) The Top Heavy Schedule under Option (b) (and, if applicable, under
Option (c)(2)) applies: (Choose (1) or (2))
[ ] (1) Only in a Plan Year for which the Plan is top heavy.
[X] (2) In the Plan Year for which the Plan first is top heavy and
then in all subsequent Plan Years. [Note: The Employer may not
elect Option (d) unless it has completed a Non Top Heavy Schedule.]
MINIMUM VESTING. (Choose (e) or (f))
[X] (e) The Plan does not apply a minimum vesting rule.
[ ] (f) A Participant's Nonforfeitable Accrued Benefit will never be
less than the lesser of $_ or his entire Accrued Benefit, even if the
application of a graduated vesting schedule under Options (b) or (c) would
result in a smaller Nonforfeitable Accrued Benefit.
LIFE INSURANCE INVESTMENTS. The Participant's Accrued Benefit attributable to
insurance contracts purchased on his behalf under Article XI is: (Choose (g) or
(h))
[X] (g) Subject to the vesting election under Options (a), (b) or (c).
22
24
[ ] (h) 100% Nonforfeitable at all times, irrespective of the vesting
election under Options (b) or (c)(2).
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/ RESTORATION OF
FORFEITED ACCRUED BENEFIT. The deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))
[ ] (a) Does not apply.
[X] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants. A Participant is not a 0% vested Participant if he has a Tax
Deferred Account.
5.06 YEAR OF SERVICE - VESTING.
VESTING COMPUTATION PERIOD. The Plan measures a Year of Service on the basis of
the following 12 consecutive month periods: (Choose (a) or (b))
[X] (a) Plan Years.
[ ] (b) Employment Years. An Employment Year is the 12 consecutive month
period measured from the Employee's Employment Commencement Date and each
successive 12 consecutive month period measured from each anniversary of
that Employment Commencement Date.
HOURS OF SERVICE. The minimum number of Hours of Service an Employee must
complete during a vesting computation period to receive credit for a Year of
Service is: (Choose (c) or (d))
[X] (c) 1,000 Hours of Service.
[ ] (d) _ Hours of Service. [Note: The Hours of Service requirement may not
exceed 1,000.]
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically excludes
the following Years of Service: (Choose (a) or at least one of (b) through (e))
[ ] (a) None other than as specified in Section 5.08(a) of the Plan.
[ ] (b) Any Year of Service before the Participant attained the age of _.
Note: The age selected may not exceed age 18.]
[ ] (c) Any Year of Service during the period the Employer did not maintain
this Plan or a predecessor plan.
[X] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds the greater of 5 or the
aggregate number of the Years of Service prior to the Break. This
exception applies only if the Participant is 0% vested in his Accrued
Benefit derived from Employer contributions at the time he has a Break in
Service. Furthermore, the aggregate number of Years of Service before a
Break in Service do not include any Years of Service not required to be
taken into account under this exception by reason of any prior Break in
Service.
[ ] (e) Any Year of Service earned prior to the effective date of ERISA if
the Plan would have disregarded that Year of Service on account of an
Employee's Separation from Service under a Plan provision in effect and
adopted before January 1, 1974.
23
25
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
CODE Section 411(D)(6) PROTECTED BENEFITS. The elections under this Article VI
may not eliminate Code Section 411(d)(6) protected benefits. To the extent the
elections would eliminate a Code Section 411(d)(6) protected benefit, see
Section 13.02 of the Plan. Furthermore, if the elections liberalize the
optional forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the Effective Date of this Adoption Agreement.
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
DISTRIBUTION DATE. A distribution date under the Plan means As soon as possible
after the last day of the month following the Participant's separation from
service. [Note: The Employer must specify the appropriate date(s). The
specified distribution dates primarily establish annuity starting dates and the
notice and consent periods prescribed by the Plan. The Plan allows the Trustee
an administratively practicable period of time to make the actual distribution
relating to a particular distribution date.]
NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. Subject to the limitations
of Section 6.01(A)(1), the distribution date for distribution of a
Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose (a), (b), (c),
(d) or (e))
[ ] (a) _ of the _ Plan Year beginning after the Participant's Separation
from Service.
[X] (b) The distribution date following the Participant's Separation from
Service.
[ ] (c) _ of the Plan Year after the Participant incurs _ Break(s) in Service
(as defined in Article V).
[ ] (d) _ following the Participant's attainment of Normal Retirement Age,
but not earlier than _ days following his Separation from Service.
[ ] (e) (Specify) ___.
NONFORFEITABLE ACCRUED BENEFIT EXCEEDS $3,500. See the elections under Section
6.03.
DISABILITY. The distribution date, subject to Section 6.01(A)(3), is: (Choose
(f), (g) or (h))
[ ] (f) _ after the Participant terminates employment because of disability.
[X] (g) The same as if the Participant had terminated employment without
disability.
[ ] (h) (Specify) __.
HARDSHIP. (Choose (i) or (j))
[X] (i) The Plan does not permit a hardship distribution to a Participant who
has separated from Service.
[ ] (j) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship distribution policy
stated in: (Choose (1), (2) or (3))
[ ] (1) Section 6.01(A)(4) of the Plan.
24
26
[ ] (2) Section 14.11 of the Plan.
[ ] (3) The addendum to this Adoption Agreement, numbered Section
6.01.
DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan made
pursuant to a loan policy adopted by the Administrative Committee pursuant to
Section 9.04, the Plan: (Choose (k), (l) or (m))
[X] (k) Treats the default as a distributable event. The Trustee, at the
time of the default, will reduce the Participant's Nonforfeitable Accrued
Benefit by the lesser of the amount in default (plus accrued interest) or
the Plan's security interest in that Nonforfeitable Accrued Benefit. To
the extent the loan is attributable to the Participant's Tax Deferred
Account, Qualified Matching Contributions Account or Basic Contributions
Account, the Trustee will not reduce the Participant's Nonforfeitable
Accrued Benefit unless the Participant has separated from Service or
unless the Participant has attained age 59 1/2.
[ ] (l) Does not treat the default as a distributable event. When an
otherwise distributable event first occurs pursuant to Section 6.01 or
Section 6.03 of the Plan, the Trustee will reduce the Participant's
Nonforfeitable Accrued Benefit by the lesser of the amount in default
(plus accrued interest) or the Plan's security interest in that
Nonforfeitable Accrued Benefit.
[ ] (m) (Specify) __.
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. The Administrative Committee
will apply Section 6.02 of the Plan with the following modifications: (Choose
(a) or at least one of (b), (c), (d) and (e))
[ ] (a) No modifications.
[ ] (b) Except as required under Section 6.01 of the Plan, a lump sum
distribution is not available: ___.
[X] (c) An installment distribution: (Choose (1) or at least one of (2) or
(3))
[X] (1) Is not available under the Plan.
[ ] (2) May not exceed the lesser of _ years or the maximum period
permitted under Section 6.02.
[ ] (3) (Specify) ___.
[ ] (d) The Plan permits the following annuity options: ___.
Any Participant who elects a life annuity option is subject to the
requirements of Sections 6.04(A), (B), (C) and (D) of the Plan. See
Section 6.04(E). [Note: The Employer may specify additional annuity
options in an addendum to this Adoption Agreement, numbered 6.02(d).]
[ ] (e) If the Plan invests in qualifying Employer securities, as described
in Section 10.03(F), a Participant eligible to elect distribution under
Section 6.03 may elect to receive that distribution in Employer securities
only in accordance with the provisions of the addendum to this Adoption
Agreement, numbered 6.02(e).
25
27
6.03 BENEFIT PAYMENT ELECTIONS.
PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant who is
eligible to make distribution elections under Section 6.03 of the Plan may
elect to commence distribution of his Nonforfeitable Accrued Benefit: (Choose
at least one of (a) through (c))
[ ] (a) As of any distribution date, but not earlier than _ of the _ Plan
Year beginning after the Participant's Separation from Service.
[X] (b) As of the following date(s): (Choose at least one of Options (1)
through (6))
[ ] (1) Any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age.
[X] (2) Any distribution date following his Separation from Service
with the Employer.
[ ] (3) Any distribution date in the _ Plan Year(s) beginning after
his Separation from Service.
[ ] (4) Any distribution date in the Plan Year after the
Participant incurs _ Break(s) in Service (as defined in Article V).
[ ] (5) Any distribution date following attainment of age
__________ and completion of at least __________ Years of Service
(as defined in Article V).
[ ] (6) (Specify) ________________________________________________.
[ ] (c) (Specify) __________________________________________________________.
The distribution events described in the election(s) made under Options (a),
(b) or (c) apply equally to all Accounts maintained for the Participant unless
otherwise specified in Option (c). (Note: The distribution date for
commencement of payments to a Participant may not be any later than the
Participant's Required Beginning Date as defined in Section 6.01.)
PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - REGULAR MATCHING
CONTRIBUTIONS ACCOUNT AND EMPLOYER CONTRIBUTIONS ACCOUNT. Subject to the
restrictions of Article VI, the following distribution options apply to a
Participant's Regular Matching Contributions Account and Employer Contributions
Account prior to his Separation from Service: (Choose (d) or at least one of
(e) through (h))
[X] (d) No distribution options prior to Separation from Service.
[ ] (e) Attainment of Specified Age. Until he retires, the Participant has a
continuing election to receive all or any portion of his Nonforfeitable
interest in these Accounts after he attains: (Choose (1) or (2))
[ ] (1) Normal Retirement Age.
[ ] (2) _ years of age and is at least _% vested in these Accounts.
[Note: If the percentage is less than 100%, see the special vesting
formula in Section 5.03.]
[ ] (f) After a Participant has participated in the Plan for a period of not
less than _ years and he is 100% vested in these Accounts, until he
retires, the Participant has a continuing election to receive all or any
portion of the Accounts. [Note: The number in the blank space may not be
less than 5.]
26
28
[ ] (g) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship distribution
policy: (Choose (1), (2) or (3); (4) is available only as an additional
option)
[ ] (1) Under Section 6.01(A)(4) of the Plan.
[ ] (2) Under Section 14.11 of the Plan.
[ ] (3) Provided in the addendum to this Adoption Agreement,
numbered Section 6.03.
[ ] (4) In no event may a Participant receive a hardship
distribution before he is at least _% vested in these Accounts.
[Note: If the percentage in the blank is less than 100%, see the
special vesting formula in Section 5.03.]
[ ] (h) (Specify) ___.
[Note: The Employer may use an addendum, numbered 6.03, to provide additional
language authorized by Options (b)(6), (c), (g)(3) or (h) of this Adoption
Agreement Section 6.03.]
PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE - TAX DEFERRED ACCOUNT,
QUALIFIED MATCHING CONTRIBUTIONS ACCOUNT AND BASIC CONTRIBUTIONS ACCOUNT.
Subject to the restrictions of Article VI, the following distribution options
apply to a Participant's Tax Deferred Account, Qualified Matching Contributions
Account and Basic Contributions Account prior to his Separation from Service:
(Choose (i) or at least one of (j) through (l))
[ ] (i) No distribution options prior to Separation from Service.
[X] (j) Until he retires, the Participant has a continuing election to
receive all or any portion of these Accounts after he attains: (Choose (1)
or (2))
[ ] (1) The later of Normal Retirement Age or age 59 1/2.
[X] (2) Age 59 1/2 (at least 59 1/2).
[X] (k) Hardship. A Participant, prior to this Separation from Service, may
elect a hardship distribution from his Tax Deferred Account in accordance
with the hardship distribution policy under Section 14.11 of the Plan.
[ ] (l) (Specify) ______________. [Note: Option (l) may not permit in service
distributions prior to age 59 1/2 (other than hardship) and may not modify
the hardship policy described in Section 14.11.]
SALE OF TRADE OR BUSINESS/SUBSIDIARY. If the Employer sells substantially all
of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or
business or sells a subsidiary (within the meaning of Code Section 409(d)(3)),
a Participant who continues employment with the acquiring corporation is
eligible for distribution from his Tax Deferred Account, Qualified Matching
Contributions Account and Basic Contributions Account: (Choose (m) or (n))
[X] (m) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.
[ ] (n) As if he has a Separation from Service. After March 31, 1988, a
distribution authorized solely by reason of this Option (n) must
constitute a lump sum distribution, determined in a manner consistent with
Code Section 401(k)(10) and the applicable Treasury regulations.
27
29
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[X] (a) Apply only to a Participant described in Section 6.04(E) of the Plan
(relating to the profit sharing exception to the joint and survivor
requirements).
[ ] (b) Apply to all Participants.
ARTICLE IX
ADMINISTRATIVE COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than a
distribution from a segregated Account and other than a corrective distribution
described in Sections 14.07, 14.08, 14.09 or 14.10 of the Plan) occurs more
than 90 days after the most recent valuation date, the distribution will
include interest at: (Choose (a), (b) or (c))
[X] (a) 0% per annum. [Note: The percentage may equal 0%.]
[ ] (b) The 90 day Treasury xxxx rate in effect at the beginning of the
current valuation period.
[ ] (c) (Specify) _.
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, to determine the allocation of net income, gain or loss:
(Complete only those items, if any, which are applicable to the Employer's
Plan)
[X] (a) For tax deferred contributions, the Administrative Committee will:
(Choose (1), (2), (3), (4) or (5))
[X] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section
14.12.
[ ] (3) Use the weighted average method described in Section
14.12, based on a ___________________ ________ weighting period.
[ ] (4) Treat as part of the relevant Account at the beginning of
the valuation period _% of the tax deferred contributions: (Choose
(i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified time: _.
[ ] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(a).
[X] (b) For matching contributions, the Administrative Committee will:
(Choose (1), (2), (3) or (4))
[X] (1) Apply Section 9.11 without modification.
[ ] (2) Use the weighted average method described in Section
14.12, based on a ___________________ _______ weighting period.
28
30
[ ] (3) Treat as part of the relevant Account at the beginning of
the valuation period _% of the matching contributions allocated
during the valuation period.
[ ] (4) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(b).
[ ] (c) For Participant voluntary contributions, the Administrative Committee
will: (Choose (1), (2), (3), (4) or (5))
[ ] (1) Apply Section 9.11 without modification.
[ ] (2) Use the segregated account approach described in Section
14.12.
[ ] (3) Use the weighted average method described in Section 14.12,
based on a ____________ weighting period.
[ ] (4) Treat as part of the relevant Account at the beginning of
the valuation period _% of the Participant voluntary contributions:
(Choose (i) or (ii))
[ ] (i) made during that valuation period.
[ ] (ii) made by the following specified time: _.
[ ] (5) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(c).
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. Pursuant to Section 10.03[F] of the Plan, the
aggregate investments in qualifying Employer securities and in qualifying
Employer real property: (Choose (a) or (b))
[X] (a) May not exceed 10% of Plan assets.
[ ] (b) May not exceed _% of Plan assets. [Note: The percentage may not
exceed 100%.]
10.14 VALUATION OF TRUST. In addition to each Accounting Date, the Trustee
must value the Trust Fund on the following valuation date(s): (Choose (a) or
(b))
[ ] (a) No other mandatory valuation dates.
[X] (b) (Specify) Any business day during the Plan Year during which
investment funds can be valued.
29
31
EXECUTION PAGE
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) signified its acceptance, on this _ day of _, 19_.
Name and EIN of Employer: GoodMark Foods, Inc. 00-0000000
-------------------------------
Signed:
------------------------------------------------------------------------
Name(s) of Trustee: The Xxxxxxx Xxxxxx Trust Company
---------------------------------
Signed:
------------------------------------------------------------------------
---------------------------------------------------------------------------
Name of Custodian:
--
Signed:
------------------------------------------------------------------------
[Note: A Trustee is mandatory, but a Custodian is optional. See Section 10.03
of the Plan.]
PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 075.
USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Regional Prototype Plan Sponsor's recordkeeping purposes and does not
necessarily correspond to the plan number the Employer designated in the prior
paragraph.
RELIANCE ON NOTIFICATION LETTER. The Employer may not rely on the Regional
Prototype Plan Sponsor's notification letter covering this Adoption Agreement.
For reliance on the Plan's qualification, the Employer must obtain a
determination letter from the applicable IRS Key District office.
30
32
IMPORTANT INFORMATION ABOUT THE PLAN
PLAN SPONSOR - The Plan Sponsor of this Regional Prototype Plan is Xxxxxxxxx
and Associates, Inc.
QUESTIONS - If you have any questions about this Plan, you can contact the Plan
Sponsor, Xxxxxxxxx and Associates, Inc. at 000 Xxxx Xxxxxx, Xxxxxxx, XX 00000;
telephone number (000) 000-0000.
ADOPTION OF PLAN - An Employer may adopt the Plan only with the consent of the
Plan Sponsor.
The Plan consists of an Adoption Agreement and a Basic Plan Document. To adopt
the Plan, an Employer must complete and execute the Adoption Agreement.
Adopting Employers are cautioned that any changes made to the Basic Plan
Document, or a failure to properly complete the Adoption Agreement, could
result in the Plan not being a qualified plan under Internal Revenue Code
Section 401(a).
AMENDMENTS BY PLAN SPONSOR - The Basic Plan Document may be changed by the Plan
Sponsor without the consent of an Adopting Employer in order to meet the
requirements for a qualified plan under Internal Revenue Code Section 401(a).
If an amendment is made by the Plan Sponsor, the amendment will be provided to
all Adopting Employers by the Plan Sponsor as soon as possible.
LEGAL EFFECT - This Plan is a legal document with important legal and tax
consequences for which the Plan Sponsor cannot be responsible. Before adopting
these legal instruments, an Employer should consult with its lawyer on the
legal and tax implications of such adoption.
DISCONTINUANCE OF PLAN SPONSORSHIP - The Plan Sponsor may discontinue its
sponsorship of the Plan entirely or with respect to a particular Adopting
Employer. If the Plan is discontinued with respect to an Adopting Employer, the
Plan sponsor will inform the Adopting Employer of that fact. On discontinuance
of the Plan with respect to an Adopting Employer, the plan will be treated as
an individually designed plan, and it will be the responsibility of the
Adopting Employer to maintain the Plan in conformity with the rules applicable
to a qualified plan under Internal Revenue Code Section 401(a).
31
