EXHIBIT 99.1
ML Number: 200249
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XXXXXXX XXXXX
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SPECIAL/FLEXIBLE
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NON STANDARDIZED
PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT
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PROFIT SHARING PLAN
PROFIT SHARING PLAN WITH CODA
LETTER SERIAL NUMBER: K373962A
NATIONAL OFFICE LETTER DATE: 6/4/2002
THIS PROTOTYPE PLAN AND ADOPTION AGREEMENT ARE IMPORTANT LEGAL INSTRUMENTS WITH
LEGAL AND TAX IMPLICATIONS. XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED
DOES NOT PROVIDE LEGAL AND TAX ADVICE TO THE EMPLOYER. THE EMPLOYER IS URGED TO
CONSULT WITH ITS OWN ATTORNEY WITH REGARD TO THE ADOPTION OF THIS PLAN AND ITS
SUITABILITY TO ITS CIRCUMSTANCES.
NOTE: IN ORDER TO BE RECOGNIZED AS A PROTOTYPE PLAN MAINTAINED BY THE SPONSOR,
XXXXXXX XXXXX, XXXXXX XXXXXX & XXXXX INCORPORATED, THE EMPLOYER MUST CONTRIBUTE
AND MAINTAIN AT LEAST 75% OF PLAN YEAR CONTRIBUTIONS AND TRUST FUND VALUE WITH
THE SPONSOR.
ADOPTION OF PLAN
The Employer named below hereby establishes or restates a Profit Sharing plan
that includes a [X] Pre-Tax, [X] Profit Sharing, and/or [X] Employee After-Tax
plan feature (the "Plan") by adopting the Xxxxxxx Xxxxx Special/Flexible
Prototype Defined Contribution Plan and Trust as modified by the terms and
provisions of this Adoption Agreement.
EMPLOYER AND PLAN INFORMATION
Primary Employer Name: MPSI Systems, Inc.
The Employer is (i) [ ] a member of a Code Section 414(b) controlled group; (ii)
[ ] a member of a Code Section 414(c) group of trades or businesses under common
control; and/or (iii) [ ] a member of a Code Section 414(m) affiliated service
group, or (iv) [X] none of the above.(i)
Business Address: 0000 Xxxxx 000 Xxxx Xxxxxx
Xxxxx, XX 00000
Telephone Number: (000) 000-0000
Employer Taxpayer ID Number: 00-0000000
Employer Taxable Year ends on: 12/31
Plan Name: MPSI Systems, Inc. Matching Investment Plan
Plan Number: 001
Restatement Effective Date (if applicable): 01/01/2003, except as otherwise
legally required or indicated herein.
Employee
Pre-Tax Profit Sharing After-Tax
Effective Date of Plan 07/01/1983 07/01/1983 07/01/1983
Feature: (ii)
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(i) ONLY ENTITIES TREATED AS A SINGLE EMPLOYER UNDER SECTION 414 OF THE INTERNAL
REVENUE CODE MAY ADOPT THIS PLAN. GENERALLY, ENTITIES ARE TREATED AS A SINGLE
EMPLOYER UNDER CODE SECTION 414 IF THEY SHARE 80%COMMON OWNERSHIP OR IF THEIR
OPERATIONS ARE OTHERWISE CLOSELY AFFILIATED. THE RELATED EMPLOYER RULES ARE
COMPLEX AND LEGAL ADVICE SHOULD BE SOUGHT BEFORE ANY ENTITY OTHER THAN THE
PRIMARY EMPLOYER IS PERMITTED TO ADOPT THIS PLAN.
(ii) THE ORIGINAL EFFECTIVE DATE OF THIS PLAN'S ADOPTION IS THE FIRST DAY OF THE
PLAN YEAR IN WHICH OCCURS THE EARLIEST EFFECTIVE DATE FOR ANY PLAN FEATURE, AS
SPECIFIED ABOVE. SEE PLAN SECTION 1.67. THE EFFECTIVE DATE FOR PRE-TAX OR
EMPLOYEE AFTER-TAX CONTRIBUTIONS CANNOT BE EARLIER THAN THE DATE THAT DEFERRALS
OR CONTRIBUTIONS WILL BEGIN TO BE DEDUCTED FROM EMPLOYEES' COMPENSATION.
MOREOVER, EVEN IF THE EFFECTIVE DATE OF THE PLAN'S PRE-TAX OR EMPLOYEE AFTER-TAX
FEATURE OCCURS IN THE MIDDLE OF A PLAN YEAR, A PARTICIPANT'S COMPENSATION MAY BE
BASED ON COMPENSATION PAID FOR THE ENTIRE PLAN YEAR IF SO ELECTED IN ARTICLE
IA(5) OF THIS ADOPTION AGREEMENT.
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Proper Names of Participating Employers:
MPSI Systems, Inc.
Plan Administrator Name: MPSI Systems, Inc.
Business Address: 0000 Xxxxx 000 Xxxx Xxxxxx
Xxxxx, XX 00000
Telephone Number: (000) 000-0000
NOTE: IF THIS PLAN IS A CONTINUATION OR AN AMENDMENT OF A PRIOR PLAN, OPTIONAL
FORMS OF BENEFITS PROVIDED IN THE PRIOR PLAN MUST BE PROVIDED UNDER THIS PLAN,
AND SHOULD BE LISTED ON AN ADDENDUM ATTACHED TO THIS ADOPTION AGREEMENT, UNLESS
PERMISSIBLY ELIMINATED OR RESTRICTED UNDER THE TERMS OF THE PLAN AND IRS
REGULATIONS OR OTHER GUIDANCE.
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ARTICLE I. DEFINITIONS
A. "COMPENSATION"
(1) With respect to each Participant, except as provided below,
Compensation shall mean the (select (a), (b) or (c) for each applicable
column; a Plan which is integrated with Social Security may not elect
(d) in the Profit Sharing Contributions column):
NON-PROFIT PROFIT
SHARING SHARING
CONTRIBUTIONS* CONTRIBUTIONS
[X] [X] (a) amount reported in the "Wages Tips and
Other Compensation" Box on Form W-2
(as defined in Section 3.9.1(H)(i) of
the Plan) and paid during the Plan
Year.
[ ] [ ] (b) amount reported pursuant to Code
Section 3401(a) (as defined in Section
3.9.1(H)(ii) of the Plan) and paid
during the Plan Year.
[ ] [ ] (c) compensation for Code Section 415
safe-harbor purposes (as defined in
Section 3.9.1(H)(iii) of the Plan)
paid during the Plan Year.
[ ] [ ] (d) all amounts received (under either
option (a) (b) or (c) above) for
personal services rendered to the
Employer and paid during the Plan Year
but excluding (select all applicable):
[ ] overtime.
[ ] bonuses.
[ ] commissions.
[ ] amounts in excess of $________________
[ ] other (specify)
NOTWITHSTANDING THE FOREGOING, IF NECESSARY TO SATISFY THE
NONDISCRIMINATION TESTING REQUIREMENTS APPLICABLE TO THE PLAN UNDER THE
CODE, THE EXCLUSIONS INDICATED ABOVE WILL BE INCLUDED AS COMPENSATION
SOLELY FOR PURPOSES OF SUCH TESTING.
*THESE AMOUNTS INCLUDE ADP TEST AND ACP TEST SAFE HARBOR CONTRIBUTIONS.
NOTE: FOR SELF-EMPLOYED INDIVIDUALS, COMPENSATION MEANS "EARNED INCOME"
REGARDLESS OF WHICH OF THE ABOVE OPTIONS IS ELECTED. (SEE PLAN SECTION
1.21(A).) EARNED INCOME GENERALLY MEANS NET EARNINGS FROM
SELF-EMPLOYMENT WITH CERTAIN ADJUSTMENTS, AS DESCRIBED IN SECTION 1.29
OF THE PLAN DOCUMENT.
(2) Treatment of Elective Contributions
NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION 1.31
AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT INCLUDED IN THE
EMPLOYEE'S GROSS INCOME BY REASON OF CODE SECTION 132(f)(4) (QUALIFIED
TRANSPORTATION FRINGE BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997,
UNLESS INDICATED OTHERWISE (b) BELOW.
For purposes of determining the amount of Pre-Tax, Employee After-Tax, and
Matching Contributions (including Safe Harbor Matching Contributions, and
Enhanced Matching
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Contributions (under Article VIII of this Adoption Agreement)), Compensation
shall include Elective Contributions. For all other contributions, (select
either (a) or (b) as applicable):
[X] (a) For purposes of determining the amount of Profit Sharing,
Prevailing Wage, and any Safe Harbor Nonelective
Contributions, Compensation shall include Elective
Contributions. Qualified Transportation Fringe Benefits:
[ ] (i) are included as Elective Contributions
effective for years after December 31, 1997 in accordance with
Plan Section 1.31.
[X] (ii) are included as Elective Contributions effective
01/01/1999 (enter the applicable Plan Year for which such
amounts are included, which should not be earlier than the
first Plan Year beginning after December 31, 1998).
[ ] (iii) are not included as Elective Contributions.
[ ] (b) For purposes of determining the amount of Profit
Sharing, Prevailing Wage, and any Safe Harbor Nonelective
Contributions, Compensation shall not include Elective
Contributions.
(3) CODA Compensation
(a) Inclusion or Exclusion of Elective Contributions (select one):
[X] (i) For purposes of the ADP and ACP Tests,
Compensation shall include Elective Contributions.
NOTE: THE TERM ELECTIVE CONTRIBUTIONS UNDER PLAN SECTION
1.31 AUTOMATICALLY INCLUDES ELECTIVE AMOUNTS THAT ARE NOT
INCLUDED IN THE EMPLOYEE'S GROSS INCOME BY REASON OF CODE
SECTION 132(f)(4) (QUALIFIED TRANSPORTATION FRINGE
BENEFITS) FOR YEARS AFTER DECEMBER 31, 1997, UNLESS ONE OF
THE FOLLOWING IS SELECTED.
[X] (A) Elective Contributions for purposes of
ADP and ACP Tests shall include Qualified
Transportation Fringe Benefits effective
01/01/1999 (enter the applicable Plan Year for
which such amounts are included, which should not
be earlier than the first Plan Year beginning
after December 31, 1998).
[ ] (B) Elective Contributions for purposes of
ADP and ACP Tests shall not include Qualified
Transportation Fringe Benefits.
[ ] (ii) For purposes of the ADP and ACP Tests,
Compensation shall not include Elective
Contributions.
(b) Plan Year or Eligibility Compensation for ADP and ACP Tests
(select one):
[X] (i) CODA Compensation shall be determined with
respect to each Plan Year without regard to a
Participant's Entry Date.
[ ] (ii) Effective for Plan Years beginning on and
after ____________, CODA Compensation shall only
include Compensation actually paid on and after the
Participant's Entry Date.
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(4) With respect to Profit Sharing Contributions and Safe Harbor
Nonelective Contributions, Compensation shall include all Compensation
(select one):
[X] (a) during the Plan Year in which the Participant enters the
Plan.
[ ] (b) after the Participant's Entry Date.
(5) With respect to Pre-Tax and Employee After-Tax Contributions,
Compensation shall include all Compensation (select one):
[X] (a) during the Plan Year in which the Participant enters the
Plan.
[ ] (b) after the Participant's Entry Date.
NOTE: IF A(4)(b) OR A(5)(b) ABOVE ARE ELECTED AND THE PLAN BENEFITS
SELF-EMPLOYED INDIVIDUALS, THEN THE COMPENSATION TAKEN INTO ACCOUNT FOR
THE PORTION OF THE PLAN YEAR AFTER THE PARTICIPANT'S ENTRY DATE FOR A
SELF-EMPLOYED INDIVIDUAL SHALL BE HIS OR HER EARNED INCOME PAYABLE WITH
RESPECT TO THAT PLAN YEAR MODIFIED BY A FRACTION, THE NUMERATOR OF
WHICH IS THE NUMBER OF DAYS HE OR SHE IS A PARTICIPANT DURING THE PLAN
YEAR AFTER THE ENTRY DATE AND THE DENOMINATOR OF WHICH IS THE NUMBER OF
DAYS IN THE PLAN YEAR.
B. "COMPUTATION PERIOD"
For purposes of Breaks in Service and Years of Service for purposes of
eligibility, "Computation Periods" occurring after the initial Computation
Period described in Section 1.22 of the Plan shall be the succeeding 12-month
periods commencing with (select one):
[X] (1) the first anniversary of the Employee's employment
commencement date.
[ ] (2) the first Plan Year which commences prior to the first
anniversary of the Employee's employment commencement date.
[ ] (3) not applicable, Plan uses elapsed time method to determine all
eligibility service.
C. "DISABILITY"
(1) Definition
Disability shall mean a condition which results in the Participant's (select
one):
[X] (a) 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 which
has lasted or can be expected to last for a continuous
indefinite period of not less than 12 months.
NOTE: THIS OPTION C(1)(A) MUST BE SELECTED IF CONTRIBUTIONS DUE TO
DISABILITY ARE TO BE MADE UNDER OPTION C(2) BELOW. IN ADDITION, THE
EXCEPTION FROM THE EARLY DISTRIBUTION TAX OF CODE SECTION 72(t) MAY NOT
APPLY TO A DISTRIBUTION MADE ON ACCOUNT OF A "DISABILITY" UNLESS THE
DEFINITION USED IS THAT AS DEFINED IN THIS OPTION C(1)(a).
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[ ] (b) total and permanent inability to meet the requirements of the
Participant's customary employment which can be expected to
last for a continuous period of not less than 12 months.
[ ] (c) qualification for Social Security disability benefits.
[ ] (d) qualification for benefits under the Employer's long-term
disability plan.
(2) Contributions During Disability (select one):
[X] (a) No contributions to a Participant's Account will be made
on behalf of a Participant whose Employment has terminated on
account of Disability with respect to periods on and after his
or her termination of Employment due to Disability.
[ ] (b) Contributions otherwise to be made to a Participant's
Account will continue to be made on behalf of a Participant
whose Employment has terminated on account of Disability with
respect to the remainder of the Plan Year in which occurs his
or her termination of Employment due to Disability, provided
that option C(1)(a) above is elected as the definition of
"Disability." For purposes of determining the amount of such
an individual's contributions, "Compensation" shall mean the
compensation such Participant would have received for the Plan
Year if the Participant had been paid at the rate of
Compensation paid immediately before his or her Disability.
[ ] (c) Contributions otherwise to be made to a Participant's
Account will continue to be made on behalf of a Participant
whose Employment has terminated on account of Disability with
respect to periods on and after his or her termination of
Employment due to Disability and during such period that the
Participant remains so disabled, provided that option C(1)(a)
above is elected as the definition of "Disability." For
purposes of determining the amount of such an individual's
contributions, "Compensation" shall mean the compensation such
Participant would have received for the Plan Year if the
Participant had been paid at the rate of Compensation paid
immediately before his or her Disability.
D. "EARLY RETIREMENT AGE"
(1) Early Retirement Age (select one):
[X] (a) shall be permitted.
[ ] (b) shall not be permitted.
(2) If D(1)(a) above is elected, Early Retirement Age shall mean (select
one):
[ ] (a) attained age _____ .
[X] (b) attained age 60 and completed 10 Years of Service.
[ ] (c) attained age _____ and completed ______ Years of Service as
a Participant.
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E. "ELIGIBLE EMPLOYEES"
(1) General Rule (select one):
It is expressly intended that, regardless of any elections below, individuals
not treated as common law employees by the Employer or an Affiliate on their
payroll records are to be excluded from Plan participation even if a court or
administrative agency later determines that such individuals are common law
employees and not independent contractors.
[ ] (a) All Employees of the Primary Employer and participating
Employers are eligible to participate in the Plan.
[X] (b) All Employees are eligible to participate in the Plan
except for the following Employees (select all those
applicable):
[X] (i) Employees included in a unit of Employees covered
by a collective bargaining agreement between the
Employer and the Employee representatives (not
including any organization more than half of whose
members are Employees who are owners, officers, or
executives of the Employer) in the negotiation of
which retirement benefits were the subject of good
faith bargaining, unless the bargaining agreement
provides for participation in the Plan.
[X] (ii) Non-resident aliens (within the meaning of Code
Section 7701(b)(1)(B)) and who received no earned
income (within the meaning of Code Section 911(d)(2))
from the Employer which constitutes income from
sources within the United States (within the meaning
of Code Section 861(a)(3)).
[ ] (iii)Employees of an Affiliate that is not a participating
Employer.
[X] (iv) Leased Employees, as defined in Section 1.57 of
the Plan.
[X] (v) Any Employee classified by his or her Employer as
a Temporary Employee, as defined in Section 1.99 of
the Plan.
[ ] (vi) Employees employed in or by the following specified
division, plant, location, job category or other
identifiable individual or group of Employees (THIS
EXCLUSION FOR SPECIFIED JOB CLASSIFICATIONS MAY NOT
IMPOSE CONDITIONS RELATING TO AGE OR SERVICE THAT
MUST BE SATISFIED BY PLAN PARTICIPANTS. FOR EXAMPLE,
PART-TIME EMPLOYEES MAY NOT BE EXCLUDED AS A
CLASSIFICATION OR JOB CATEGORY OF EMPLOYEES):
(2) Newly-Hired Leased Employees
Individuals who would be Leased Employees but for the fact that they have not
performed services for an Employer on a substantially full-time basis for a
period of one year:
[ ] (a) shall be treated as Employees.
[X] (b) shall not be treated as Employees.
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NOTE: THE PLAN'S DEFINITION OF "ELIGIBLE EMPLOYEE" MERELY IDENTIFIES THE
EMPLOYEES WHO MAY PARTICIPATE UNDER THE PLAN AND HAS NO BEARING ON THE
IDENTIFICATION OF EMPLOYEES WHO MUST BE TAKEN INTO ACCOUNT FOR COVERAGE TESTING
UNDER CODE SECTION 410(b) AND THE REGULATIONS THEREUNDER.
F. "ENTRY DATE"
(1) Entry Date shall mean (select one):
PRE-TAX AND/OR
EMPLOYEE PROFIT
AFTER-TAX MATCHING SHARING
CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS
[ ] [ ] [ ] (a) each business day of the Plan
Year.
[ ] [ ] [ ] (b) the first day of the Plan
Year following the date the
Employee meets the
participation requirements of
Section 2.1 of the Plan. If
the Employer elects this
option (b) establishing only
one Entry Date, the
participation "age and
service" requirements elected
in Article II must be no more
than age 20 1/2 and 6 months
of service.
[ ] [ ] [ ] (c) the first day of the month
following the date the
Employee meets the
participation requirements of
Section 2.1 of the Plan.
[X] [X] [X] (d) the first day of the Plan
Year and the first day of the
seventh month of the Plan
Year following the date the
Employee meets the
participation requirements of
Section 2.1 of the Plan.
[ ] [ ] [ ] (e) the first day of the Plan
Year, the first day of the
fourth month of the Plan
Year, the first day of the
seventh month of the Plan
Year, and the first day of
the tenth month of the Plan
Year following the date the
Employee meets the
participation requirements of
Section 2.1 of the Plan.
[ ] [ ] [ ] (f) other:
provided that the Entry Date
or Dates selected are no
later than any of the options
above.
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(2) Restatement Effective Date:
The Restatement Effective Date (select one):
[ ] (a) shall be an Entry Date.
[ ] (b) shall not be an Entry Date.
[X] (c) shall not be applicable. (Either this is an initial
adoption as provided in the Employer and Plan Information
Section or the Restatement Effective Date is already an Entry
Date as described in (1) above.)
G. "HIGHLY COMPENSATED EMPLOYEES"
(1) Top-Paid Group Election
In determining who is a Highly Compensated Employee (select one):
[X] (a) A top-paid group election is made. The effect of this
election is that an Employee (who is not a 5% owner at any
time during the determination year or the look-back year) with
Compensation in excess of $80,000 (as adjusted) for the
look-back year (as defined in Section 1.49 of the Plan) is a
Highly Compensated Employee only if the Employee was in the
top-paid group for the look-back year. An Employee is in the
"top-paid group" for any year, if such Employee is in the
group of Employees consisting of the top 20% of the includable
Employees when ranked on the basis of Compensation paid during
such year.(iii)
[ ] (b) A top-paid group election is not made.
(2) Calendar Year Data Election
In determining who is a Highly Compensated Employee (other than a 5% owner)
(select one):
[ ] (a) A calendar year data election is made. The effect of
this election is that the look-back year is the calendar year
beginning with or within the look-back year.
[ ] (b) A calendar year data election is not made.
[X] (c) Not applicable, Plan Year is the calendar year.
NOTE: IF BOTH G(1)(A) AND G(2)(A) ARE SELECTED, THE LOOK-BACK YEAR IN
DETERMINING THE TOP-PAID GROUP SHALL BE THE CALENDAR YEAR BEGINNING
WITH OR WITHIN THE LOOK-BACK YEAR. GENERALLY, A TOP-PAID GROUP ELECTION
MUST APPLY CONSISTENTLY TO THE DETERMINATION YEARS OF ALL PLANS OF THE
EMPLOYER THAT BEGIN WITH OR WITHIN THE SAME CALENDAR YEAR. A CALENDAR
YEAR DATA ELECTION ALSO MUST APPLY CONSISTENTLY TO THE DETERMINATION
YEARS OF ALL OF THE EMPLOYER'S PLANS THAT BEGIN WITHIN THE SAME
CALENDAR YEAR.
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(iii)GENERALLY, IN MAKING THIS DETERMINATION, THE FOLLOWING EMPLOYEES ARE
EXCLUDED: EMPLOYEES WHO HAVE NOT COMPLETED 6 MONTHS OF SERVICE, EMPLOYEES WHO
NORMALLY WORK LESS THAN 17 1/2 HOURS PER WEEK, EMPLOYEES WHO NORMALLY WORK
DURING NOT MORE THAN 6 MONTHS DURING ANY YEAR, EMPLOYEES WHO HAVE NOT ATTAINED
AGE 21, NONRESIDENT ALIENS WITH NO U.S.-SOURCE INCOME AND EXCEPT TO THE EXTENT
PROVIDED IN IRS REGULATIONS, EMPLOYEES WHO ARE INCLUDED IN A UNIT OF EMPLOYEES
COVERED BY AN AGREEMENT WHICH THE SECRETARY OF LABOR FINDS TO BE A COLLECTIVE
BARGAINING AGREEMENT BETWEEN EMPLOYEE REPRESENTATIVES AND THE EMPLOYER.
10
H. "HOURS OF SERVICE"
Hours of Service shall be determined on the basis of the method specified below:
(1) Eligibility Service
For purposes of determining whether an Employee has satisfied
the participation requirements of Section 2.1 of the Plan, the
following method shall be used (select one for each column as
applicable):
PRE-TAX AND/OR EMPLOYEE MATCHING PROFIT SHARING
AFTER-TAX CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS
[ ] [ ] [ ] (a) elapsed time
method.
[X] [X] [X] (b) hourly records
method.
(2) Vesting Service
All Pre-Tax Contributions, Employee After-Tax Contributions,
Qualified Matching Contributions, Qualified Nonelective
Contributions, ACP Test Safe Harbor Matching Contributions,
and ADP Test Safe Harbor Contributions are always 100% vested.
Unless Profit Sharing and/or Matching Contributions are fully
vested when made (in accordance with Article IX of this
Adoption Agreement), a Participant's nonforfeitable interest
in Profit Sharing Contributions and/or Matching Contributions
(as applicable) made on his or her behalf shall be determined
on the basis of the method specified below (select one as
applicable):
[X] (a) elapsed time method.
[ ] (b) hourly records method.
(3) Hourly Records
For the purpose of determining Hours of Service under the
hourly records method (choose one box for eligibility and one
box for vesting as applicable):
ELIGIBILITY VESTING
[X] [ ] (a) only actual hours for which an Employee is paid or
entitled to payment shall be counted.
[ ] [ ] (b) an Employee shall be credited with 45 Hours of
Service if under Section 1.50 of the Plan such
Employee would be credited with at least 1 Hour of
Service during the week.
I. "LIMITATION COMPENSATION"
For purposes of Code Section 415, Limitation Compensation shall be Compensation
as determined for purposes of (select one):
[X] (1) the "Wages, Tips and Other Compensation" Box on Form W-2
as defined in Plan Section 3.9.1(H)(i).
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[ ] (2) Code Section 3401(a) Federal Income Tax Withholding as
defined in Plan Section 3.9.1(H)(ii).
[ ] (3) Code Section 415 safe-harbor as defined in Plan Section
3.9.1(H)(iii).
J. "LIMITATION YEAR"
For purposes of Code Section 415, the Limitation Year shall be (select one):
[X] (1) the Plan Year.
[ ] (2) the calendar year.
[ ] (3) the 12 consecutive month period ending on the
____________ day of the month of ____________________.
X. "NORMAL RETIREMENT AGE"
Normal Retirement Age shall be (select one):
[X] (1) attainment of age 65 (not more than 65) by the Participant.
[ ] (2) attainment of age ________________(not more than 65) by the
Participant or the ________ anniversary (not more than the
5th) of the first day of the Plan Year in which the Eligible
Employee became a Participant, whichever is later.
[ ] (3) attainment of age ________ (not more than 65) by the
Participant or the ________ anniversary (not more than the
5th) of the first day on which the Eligible Employee performed
an Hour of Service, whichever is later.
L. "PARTICIPANT DIRECTED ASSETS"
Participant directed assets are:
NON-PROFIT
SHARING PROFIT SHARING
CONTRIBUTIONS CONTRIBUTIONS
[X] [X] (1) permitted.
[ ] [ ] (2) not permitted.
M. "PLAN YEAR"
The Plan Year shall be the 12 consecutive month period ending on the
31st day of December.
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N. "PREDECESSOR EMPLOYER SERVICE"
Predecessor Employer Service will be credited (select one):
[X] (1) only as required by the Plan.
[ ] (2) to include, in addition to the Plan requirements and
subject to the limitations set forth below, service with the
following Predecessor Employer(s) determined as if such
predecessors were the Employer:
Service with such Predecessor Employer listed in this item (2)
applies [select either (a), (b) or (a) and (b); (c) is only
available in addition to (a) and/or (b)]:
[ ] (a) for purposes of eligibility to participate;
[ ] (b) for purposes of vesting;
[ ] (c) except for the following service:
O. "TOP-HEAVY RATIO"
If the adopting Employer maintains or has ever maintained a qualified defined
benefit plan, for purposes of establishing present value to compute the
top-heavy ratio, any benefit shall be discounted only for mortality and interest
based on the following:
Interest Rate: 8 %
Mortality Table: UP '84
P. "VALUATION DATE"
Valuation Date shall mean (select one for each column, as applicable):
NON-PROFIT PROFIT
SHARING SHARING
CONTRIBUTIONS CONTRIBUTIONS
[X] [X] (1) each business day.
[ ] [ ] (2) the last business day of each month.
[ ] [ ] (3) the last business day of each quarter within
the Plan Year.
[ ] [ ] (4) the last business day of each semi-annual
period within the Plan Year.
[ ] [ ] (5) the last business day of the Plan Year.
[ ] [ ] (6) other:
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ARTICLE II. PARTICIPATION
GENERAL PARTICIPATION REQUIREMENTS AN ELIGIBLE EMPLOYEE MUST MEET THE FOLLOWING
REQUIREMENTS TO BECOME A PARTICIPANT (SELECT ONE OR MORE FOR EACH COLUMN, AS
APPLICABLE):
PRE-TAX AND/
OR EMPLOYEE
AFTER-TAX MATCHING PROFIT SHARING
CONTRIBUTIONS CONTRIBUTIONS CONTRIBUTIONS
[X] [X] [X] (1) Performance of one Hour of Service.
[ ] [ ] [ ] (2) Attainment of age___________
(maximum 20 1/2) and completion of
_____________(not more than 1/2)
Year(s) of Service. If this item is
selected, no Hours of Service shall
be counted.
[X] (3) Attainment of age 18 (maximum 21)
and completion of N/A Year(s) of
Service (not to exceed 2 years). If
more than 1 Year of Service is
selected, the immediate 100%
vesting schedule must be selected
in Article IX of this Adoption
Agreement.
[X] (4) Attainment of age 18 (maximum 21)
and completion of N/A Years of
Service (not to exceed 2 years). If
more than 1 Year of Service is
selected, the immediate 100%
vesting schedule must be selected
in Article IX of this Adoption
Agreement.
[X] (5) Attainment of age 18 (maximum 21)
and completion of N/A Years of
Service (not to exceed 2 years). If
more than 1 Year of Service is
selected, the immediate l00%
vesting schedule must be selected
in Article IX of this Adoption
Agreement.
[ ] [ ] [ ] (6) Each Employee who is an Eligible
Employee will be deemed to have
satisfied the participation
requirements as of_____________
without regard to such Eligible
Employee's actual age and/or
service.
NOTE: A MAXIMUM OF 1 YEAR OF SERVICE CAN BE REQUIRED FOR PRE-TAX AND/OR EMPLOYEE
AFTER-TAX CONTRIBUTIONS.
ARTICLE III. PRE-TAX CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS
A. PRE-TAX CONTRIBUTIONS (select all applicable):
[X](1) Pre-Tax Contributions are permitted under the Plan and may be made by a
Participant in an amount equal to a dollar amount or a percentage of
the Participant's Compensation, as specified by the Participant in his
or her Pre-Tax Election, which may not exceed 75% of his or her
Compensation.
14
[ ] (2) Pre-Tax Contributions Election Limit for Highly Compensated Employees.
If elected, a Highly Compensated Employee may make a Pre-Tax Election
which may not exceed_______% of his or her Compensation.
NOTE: IF ITEM A(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
HIGHLY COMPENSATED EMPLOYEES IN A(2) MUST BE LESS THAN THE EMPLOYEE
PRE-TAX CONTRIBUTION LIMIT SELECTED IN A(1) ABOVE.
[ ] (3) Separate Bonus Election - With respect to bonuses, such dollar amount
or percentage as specified by the Participant in his or her Pre-Tax
Election with respect to such bonus.
[ ] (4) Pre-Tax Contributions are not permitted under the Plan.
B. EMPLOYEE AFTER-TAX CONTRIBUTIONS (select all applicable):
[X] (1) Employee After-Tax Contributions are permitted under the Plan and
may be made by a Participant in an amount equal to a dollar amount or a
percentage of the Participant's Compensation, as specified by the
Participant in his or her Employee After-Tax Contribution Election,
which may not exceed 50% of his or her Compensation.
[ ] (2) After-Tax Contributions Election Limit for Highly Compensated
Employees. If elected, a Highly Compensated Employee may make an
After-Tax Election which may not exceed __% of his or her Compensation.
NOTE: IF ITEM B(2) IS SELECTED, THE ELECTION LIMIT PERCENTAGE FOR
HIGHLY COMPENSATED EMPLOYEES IN B(2) MUST BE LESS THAN THE EMPLOYEE
AFTER-TAX CONTRIBUTION LIMIT SELECTED IN B(1) ABOVE.
[ ] (3) Separate Bonus Election - With respect to bonuses, such dollar
amount or percentage as specified by the Participant in his or her
Employee After-Tax Contribution Election with respect to such bonus.
[ ] (4) Employee After-Tax Contributions are not permitted under the Plan.
NOTE: DEPARTMENT OF LABOR REGULATIONS REQUIRE PRE-TAX CONTRIBUTIONS AND EMPLOYEE
AFTER-TAX CONTRIBUTIONS TO BE CONTRIBUTED TO THE TRUST AS SOON AS POSSIBLE AND
NO LATER THAN THE 15TH BUSINESS DAY OF THE MONTH FOLLOWING THE MONTH IN WHICH
(i) THE PARTICIPANT'S CONTRIBUTION AMOUNTS ARE RECEIVED BY THE EMPLOYER (IN THE
CASE OF AMOUNTS THAT A PARTICIPANT OR BENEFICIARY PAYS TO AN EMPLOYER) OR (ii)
SUCH AMOUNTS WOULD OTHERWISE HAVE BEEN PAYABLE TO THE PARTICIPANT IN CASH (IN
THE CASE OF AMOUNTS WITHHELD BY AN EMPLOYER FROM A PARTICIPANT'S WAGES).
C. AUTOMATIC ENROLLMENT(IV) (select all applicable):
[ ] (1) In the absence of an election made by a Participant to the
contrary within such time period as established by the Plan
Administrator, a Participant shall be deemed to have elected (select
one or both):
[ ] (a) a Pre-Tax Contribution of _____% of his or her Compensation.
[ ] (b) an Employee After-Tax Contribution of ______% of his or her
Compensation.
[X] (2) Notwithstanding any provision of the Plan to the contrary, the
following contribution(s) may only be made pursuant to an affirmative
election made by the Participant in writing
--------------
(IV) "AUTOMATIC ENROLLMENT" IS SOMETIMES REFERRED TO AS A "NEGATIVE ELECTION"
ENROLLMENT.
15
(or in such electronic or telephonic form as specified by the Plan
Administrator) (select one or both):
[X] (a) Pre-Tax Contributions.
[X] (b) Employee After-Tax Contributions.
D. MAKING AND MODIFYING AN ELECTION
An Eligible Employee shall be entitled to increase, decrease or resume his or
her Pre-Tax Contributions and/or Employee After-Tax Contributions with the
following frequency during the Plan Year (select one):
[ ] (1) annually.
[ ] (2) semi-annually.
[ ] (3) quarterly.
[X] (4) monthly.
[ ] (5) other (specify):_______________________________________.
Any such increase, decrease or resumption shall be effective as of the
first payroll period coincident with or next following the first day of
each period set forth above. A Participant may completely discontinue
making Pre-Tax Contributions and/or Employee After-Tax Contributions at
any time effective for the payroll period after written notice is
provided to the Administrator.
ARTICLE IV. MATCHING CONTRIBUTIONS
This Article IV is effective only if Pre-Tax Contributions and/or Employee
After-Tax Contributions are permitted under the Plan.
A. CONTRIBUTION AND ALLOCATION FORMULA
If selected below, the Employer may make Matching Contributions (select all that
apply):
[X] (1) Discretionary Formula:
Discretionary Matching Contribution equal to such a dollar
amount or percentage of Pre-Tax Contributions and/or Employee
After-Tax Contributions, as determined by the Employer, which
shall be allocated (select all that apply):
[X](a) based on the ratio of each Participant's Pre-Tax
Contributions and/or Employee After-Tax Contributions
for the Plan Year to the total Pre-Tax Contributions
and/or Employee After-Tax Contributions of all
Participants for the Plan Year. If selected, Matching
Contributions shall be subject to a maximum amount of
(select one):
[ ] (i) $_________ for each Participant.
[X] (ii) 6% of each Participant's
Compensation.
16
[ ] (b) in an amount up to_____% or $_________of each
Participant's first______% or $_________of
Compensation contributed as Pre-Tax Contributions
and/or Employee After-Tax Contributions. If any
Matching Contribution remains, it is allocated to
each such Participant in an amount up to______% or
$_________of the next______% or $_________of each
Participant's Compensation contributed as Pre-Tax
Contributions and/or Employee After-Tax
Contributions. If any Matching Contribution remains
after the application of the preceding sentence, it
is allocated to each such Participant in an amount up
to______% or $_________of the next______% or
$_________of each Participant's Compensation
contributed as Pre-Tax Contributions and/or Employee
After-Tax Contributions.
Any remaining Matching Contribution shall be
allocated to each such Participant in the ratio that
such Participant's Pre-Tax Contributions and/or
Employee After-Tax Contributions bear to the total
Pre-Tax Contributions and/or Employee After-Tax
Contributions of all such Participants.
If selected, Matching Contributions shall be subject
to a maximum amount of (select one):
[ ] (i) $___________ for each Participant.
[ ] (ii) ____% of each Participant's Compensation.
[ ] (2) Nondiscretionary Formula:
A nondiscretionary Matching Contribution equal to (select all that
apply):
[ ] (a) _______% of each Participant's Compensation
contributed as Pre-Tax Contributions and/or Employee
After-Tax Contributions. If selected, Matching
Contributions shall be subject to a maximum amount of
(select one):
[ ] (i) $_________ for each Participant.
[ ] (ii) ____% of each Participant's Compensation.
[ ] (b) ______% or $_______ of the first ____% or $_______ of
the Participant's Compensation contributed as Pre-Tax
Contributions and/or Employee After-Tax
Contributions,______% or $_________ of the
next______% or $________ of the Participant's
Compensation contributed as Pre-Tax Contributions
and/or Employee After-Tax Contributions, and _____%
or $______ of the next ____% or $ ______ of the
Participant's Compensation contributed as Pre-Tax
Contributions and/or Employee After-Tax
Contributions.
If selected, Matching Contributions shall be subject
to a maximum amount of (select one):
[ ] (i) $_________ for each Participant.
[ ] (ii) ____% of each Participant's Compensation.
17
[X] (3) Matching Contribution "True-up" (select one):
[X] (a) Annualized Matching Contributions: Matching Contributions,
if made on a periodic basis, will be recalculated based on
Compensation for the Plan Year, and "true-up" contributions
will be made to Participants as necessary.
[ ] (b) Non-annualized Matching Contributions: The "true-up" Matching
Contributions will not be made.
[X] (4) Matched Contributions. Pre-Tax and/or Employee After-Tax Contributions
indicated above shall be eligible for Matching Contributions as
indicated below (select all that apply):
DISCRETIONARY NONDISCRETIONARY
MATCHING CONTRIBUTION MATCHING CONTRIBUTION
FORMULA FORMULA
[X] [ ] (a) Pre-Tax Contributions.
[ ] [ ] (b) After-Tax Contributions.
(c) If (a) and (b) selected above, the Pre-Tax and Employee After-Tax
Matching Contributions formula will be applied (select one, if
applicable):
[ ] (i) concurrently as a separate formula for each feature.
[ ] (ii) cumulatively as a single formula for both features.
B. PARTICIPANTS ELIGIBLE FOR MATCHING CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Matching
Contributions Account (select one):
[ ] (1) Payroll Basis Matching Contributions - Any Participant who makes
Pre-Tax Contributions and/or Employee After-Tax Contributions.
[ ] (2) Periodic Matching Contributions - Solely with respect to a Plan in
which Matching Contributions are made on a periodic basis, any
Participant whose Pre-Tax Election or Employee After-Tax Election is in
effect during such period. (select the applicable period):
[ ] (a) monthly.
[ ] (b) quarterly.
[ ] (c) semi-annually.
[ ] (d) other (specify): _________________________________________________.
18
[X] (3) Annual Plan Year-end Matching Contribution - Any Participant who
makes Pre-Tax Contributions and/or Employee After-Tax Contributions
during the Plan Year and who satisfies the following requirements
(select all those applicable):
[ ] (a) is employed during the Plan Year.
[ ] (b) was credited with _____ (no more than 1,000) Hours of Service
during the Plan Year.
[ ] (c) was employed on the last day of the Plan Year.
[X] (d) was on a leave of absence on the last day of the Plan Year.
[X] (e) during the Plan Year died or became disabled while an Employee
or terminated employment after attaining Normal Retirement Age.
[ ] (f) was credited with at least 501 Hours of Service whether or not
employed on the last day of the Plan Year.
[X] (g) was credited with at least 1,000 Hours of Service and was employed
on the last day of the Plan Year.
ARTICLE V. PROFIT SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. PROFIT SHARING CONTRIBUTIONS:
Contributions to Profit Sharing Contribution Accounts shall be (select one):
|X| (1) such an aggregate amount, if any, as determined by the Employer,
for each Participant eligible to share in the allocation for a Plan
Year.
[ ] (2) ____% of the Compensation of each Participant eligible to share in
the allocation for a Plan Year.
B. ALLOCATION OF CONTRIBUTIONS TO PROFIT SHARING CONTRIBUTION ACCOUNTS
(select all applicable):
[ ] (1) Non-Integrated Allocation
[ ] (a) The Profit Sharing Contributions Account of each
Participant eligible to share in the allocation for a Plan
Year shall be credited with a portion of the contribution,
plus any forfeitures if forfeitures are reallocated to
Participants, equal to the ratio that the Participant's
Compensation for the Plan Year bears to the Compensation
for that Plan Year of all Participants entitled to share
in the contribution.
[ ] (b) $_______ per each Participant eligible to share in the
allocation for a Plan Year, on a ____________ (specify
period, such as weekly, monthly, quarterly, etc.) basis.
19
[X] (2) 2 Step-First Dollar Integrated Allocation
For each Participant eligible to share in the allocation for a Plan
Year, contributions to Profit Sharing Contributions Accounts with
respect to a Plan Year, plus any forfeitures if forfeitures are
reallocated to Participants, shall be allocated to the Profit
Sharing Contributions Account of each eligible Participant as
follows:
(i) First, in the ratio that the sum of each eligible
Participant's Compensation for the Plan Year and Compensation
for the Plan Year in excess of the Integration Level bears to
the sum of all such Participants' Compensation and
Compensation in excess of the Integration Level, but for each
eligible Participant, not in excess of the Maximum Profit
Sharing Disparity Rate (defined below).
(ii) Second, any remaining contributions or forfeitures will be
allocated in the ratio that each Participant's Compensation
for that Plan Year bears to all Participants' Compensation for
that Plan Year.
[X] (3) Top-Heavy Integrated Allocation
NOTE: UNDER THIS ALLOCATION FORMULA, EACH ELIGIBLE PARTICIPANT WILL
BE ALLOCATED A CONTRIBUTION EQUAL TO A TOP-HEAVY MINIMUM
CONTRIBUTION UP TO 3% OF COMPENSATION EVEN IN PLAN YEARS THAT THE
PLAN IS NOT OTHERWISE TOP-HEAVY.
For each Participant eligible to share in the allocation for a Plan
Year, contributions to Profit Sharing Contributions Accounts with
respect to a Plan Year shall be allocated to the Profit Sharing
Contributions Account of each eligible Participant in the ratio that
each such eligible Participant's Compensation for the Plan Year
bears to the Compensation for that Plan Year of all eligible
Participants but not in excess of 3% of each Participant's
Compensation.
The amount of this Top-Heavy allocation will be offset against the
Profit Sharing allocation made under (1) or (2) above.
The Maximum Profit Sharing Disparity Rate is equal to the applicable
percentage determined in accordance with the following table:
IF THE INTEGRATION LEVEL IS
(AS A % OF THE TAXABLE WAGE
BASE ("TWB")). THE APPLICABLE PERCENTAGE IS:
20% (or $10,000 if greater)
or less of the TWB 5.7%
More than 20% (but not less than
$10,001) but not
more than 80% of the TWB 4.3%
More than 80% but less
than 100% of the TWB 5.4%
100% of the TWB 5.7%
20
[X] (4) Integration Level
The "Integration Level" shall be (select one):
[X] (a) the Taxable Wage Base.
[ ] (b) $______ (a dollar amount less than the Taxable Wage Base).
[ ] (c) _______% of the Taxable Wage Base (not to exceed 100%).
[ ] (d) the greater of $10,000 or 20% of the Taxable Wage Base.
C. PARTICIPANTS ELIGIBLE FOR PROFIT SHARING CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Profit
Sharing Contributions Accounts (select all those applicable):
[ ](1) Any Participant who was employed during the Plan Year.
NOTE: ITEM C(1) MUST BE SELECTED IF PROFIT SHARING CONTRIBUTIONS ARE ALLOCATED
ON A PERIODIC BASIS DURING THE PLAN YEAR.
[ ](2) Any Participant who was credited with ______ (no more than 1,000)
Hours of Service during the Plan Year.
[ ](3) Any Participant who was employed on the last day of the Plan Year.
[X](4) Any Participant who was on a leave of absence on the last day of
the Plan Year.
[X](5) Any Participant who during the Plan Year died or became disabled
while an Employee or terminated employment after attaining Normal
Retirement Age.
[ ](6) Any Participant who was credited with at least 501 Hours of
Service whether or not employed on the last day of the Plan Year.
[X](7) Any Participant who was credited with at least 1,000 Hours of
Service and was employed on the last day of the Plan Year.
ARTICLE VI. PREVAILING WAGE CONTRIBUTIONS
A. PREVAILING WAGE CONTRIBUTIONS, AS DESCRIBED IN SECTION 3.15 OF THE PLAN
(SELECT ONE):
[ ] (1) shall be made as provided in Appendix B and shall:
[ ] (a) be considered a QNEC.
[ ] (b) not be considered a QNEC.
[X] (2) shall not be made.
21
B. PREVAILING WAGE OFFSET
The Prevailing Wage Contribution made on behalf of a Participant for the Plan
Year will (select one if A(1) is selected above):
[ ] (1) Offset the amount allocated or contributed on behalf of such
Participant under Article V for the Plan Year.
[ ] (2) Not offset the amount allocated or contributed on behalf of
Participant under Article V for the Plan Year.
ARTICLE VII. ADP TEST AND ACP TEST
A. ACTUAL DEFERRAL PERCENTAGE TEST AND ACTUAL CONTRIBUTION PERCENTAGE TEST
ELECTION
Effective for Plan Years beginning on and after 01/01/2003, the ADP Test of
Section 3.4 of the Plan and the ACP Test under Section 3.6 of the Plan shall be
applied using the ADP and ACP of Nonhighly Compensated Employees for the (select
one):
[ ] (1) current Plan Year.
[X] (2) immediately preceding Plan Year.
NOTE: AN ELECTION TO USE THE CURRENT PLAN YEAR DATA MAY NOT BE CHANGED UNLESS
(1) THE PLAN HAS BEEN USING THE CURRENT YEAR TESTING METHOD FOR THE PRECEDING 5
PLAN YEARS, OR IF LESS, THE NUMBER OF PLAN YEARS THE PLAN HAS BEEN IN EXISTENCE;
OR (2) THE PLAN OTHERWISE MEETS ONE OF THE REQUIREMENTS OF IRS NOTICE 98-1 (OR
SUPERCEDING GUIDANCE) FOR CHANGING FROM THE CURRENT YEAR TESTING METHOD. LEGAL
COUNSEL SHOULD BE OBTAINED PRIOR TO CHANGING A CURRENT YEAR DATA ELECTION UNDER
THIS ARTICLE.
B. FIRST PLAN YEAR ELECTIONS
For purposes of Sections 3.4.2(B) and 3.6(A), the ADP and the ACP for Nonhighly
Compensated Employees for the first Plan Year the Plan permits any Participant
to make Pre-Tax Contributions and/or Employee After-Tax Contributions, provides
for Matching Contributions, or both (if this Plan is not a successor plan)
(select one):
[ ] (1) shall be the Plan Year ADP and ACP.
[ ] (2) shall be 3%.
[X] (3) is not applicable, existing plan.
C. COORDINATION WITH SAFE HARBOR CODA
As provided under Section 3.16.1(B), and as consistent with IRS Notice 98-52 (or
subsequent guidance) indicate below which of the following shall be disregarded
for purposes of satisfying the ACP Test (select one):
[ ] (1) All Matching Contributions for all Eligible Participants (if the
requirements of the ACP Test Safe Harbor are satisfied).
22
[ ] (2) Matching Contributions that do not exceed 4% of each Eligible
Participant's Compensation, if permitted under IRS Notice 98-52 (or
subsequent guidance).
[X] (3) Not applicable, not a Safe Harbor plan.
ARTICLE VIII. SAFE HARBOR CODA
A. SAFE HARBOR CODA PROVISIONS
The Safe Harbor Method CODA provisions of Section 3.16 of the Plan:
[ ] (1) apply.
[X] (2) do not apply.
B. ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS
Section 3.16.4(A) provides for a Basic Matching Contribution to the Plan on
behalf of each Eligible Participant equal to (i) 100% of the amount of the
Eligible Participant's Pre-Tax Contributions that do not exceed 3% of the
Eligible Participant's Compensation for the Plan Year, plus (ii) 50% of the
amount of the Eligible Participant's Pre-Tax Contributions that exceed 3% of the
Eligible Participant's Compensation but that do not exceed 5% of the Eligible
Participant's Compensation.
In lieu of the Safe Harbor Matching Contributions described in Section
3.16.4(A), the Employer will make the following contributions for the Plan Year
(select one):
[ ] (1) Enhanced Matching Contributions
The Employer will make Matching Contributions to the Account of each
Eligible Participant in an amount equal to:
_____% of the first_____% of the Eligible Participant's Compensation
contributed as Pre-Tax Contributions, _____% of the next_____% of
the Eligible Participant's Compensation contributed as Pre-Tax
Contributions, and_____% of the next_____% of the Eligible
Participant's Compensation contributed as Pre-Tax Contributions.
NOTE: THE BLANKS ABOVE MUST BE COMPLETED SO THAT, AT ANY RATE OF
PRE-TAX CONTRIBUTIONS, THE MATCHING CONTRIBUTION IS AT LEAST EQUAL
TO THE CONTRIBUTION THAT WOULD OTHERWISE BE MADE UNDER SECTION
3.16.4(A) (THE BASIC SAFE HARBOR MATCHING CONTRIBUTION).
ADDITIONALLY, THE RATE OF MATCH CANNOT INCREASE AS PRE-TAX
CONTRIBUTIONS INCREASE. FINALLY, IF MATCHING CONTRIBUTIONS ARE MADE
WITH RESPECT TO PRE-TAX CONTRIBUTIONS THAT EXCEED 6% OF ELIGIBLE
PARTICIPANTS' COMPENSATION, THE PLAN WILL NOT MEET THE REQUIREMENTS
FOR THE ACP TEST SAFE HARBOR PROVISIONS AND AN ACP TEST WOULD HAVE
TO BE PERFORMED.
[ ] (2) Safe Harbor Nonelective Contributions
The Employer will make a Safe Harbor Nonelective Contribution to the
Account of each Eligible Participant in an amount equal to ______%
(at least 3%) of the Employee's Compensation for the Plan Year.
NOTE: THE SAFE HARBOR NONELECTIVE CONTRIBUTION CANNOT BE ALLOCATED ON
AN INTEGRATED BASIS.
23
C. [ ] If checked, the ADP Test Safe Harbor Contributions will be made to
the following Defined Contribution Plan of the Employer:
____________________________________________________________________
___________________________________________________________________.
ARTICLE IX. VESTING
A. EMPLOYER CONTRIBUTION ACCOUNTS
(1) A Participant shall have a vested percentage in his or her Profit Sharing
Contributions and Matching Contributions Account(s), if applicable, in
accordance with the following schedule (select one for each column as
applicable):
MATCHING PROFIT SHARING
CONTRIBUTIONS CONTRIBUTIONS
[ ] [ ] (a) 100% vesting immediately upon participation.
[ ] [ ] (b) 100% after________years of Vesting Service.
[X] [X] (c) Graded vesting schedule:
0 % 0 % immediately upon participation;
20 % 20 % after 1 year of Vesting Service;
40 % 40 % after 2 years of Vesting Service;
60 % 60 % after 3 years of Vesting Service;
80 % 80 % after 4 years of Vesting Service;
100 % 100 % after 5 years of Vesting Service;
100 % 100 % after 6 years of Vesting Service;
100% after 7 years of Vesting Service.
(2) Early Retirement
Upon attainment of Early Retirement Age (if selected in I.D(2)), a
Participant (select one):
[ ] (a) shall
[X] (b) shall not
become 100% vested solely due to attainment of Early Retirement Age.
24
(3) Prior Vesting Schedule(s)
If the Plan's vesting schedule has been amended, the following prior
vesting schedule shall apply to Participants who were eligible to and did
elect to have their vested percentages determined under the vesting
schedule in effect prior to the vesting schedule amendment:
PROFIT SHARING
MATCHING CONTRIBUTIONS CONTRIBUTIONS
VESTING SCHEDULE VESTING SCHEDULE
EFFECTIVE ON AND BEFORE EFFECTIVE ON AND BEFORE
12/31/2001 12/31/2001
[ ] [ ] (a) 100% vesting immediately
upon participation.
[X] [X] (b) 100% after 5 years of
Vesting Service.
[ ] [ ] (c) Graded vesting schedule:
___ % ___ % immediately upon
participation;
___ % ___ % after 1 year of Vesting
Service;
___ % ___ % after 2 years of Vesting
Service;
___ % ___ % after 3 years of Vesting
Service;
___ % ___ % after 4 years of Vesting
Service;
___ % ___ % after 5 years of Vesting
Service;
___ % ___ % after 6 years of Vesting
Service;
100% after 7 years of
Vesting Service.
25
B. ALLOCATION OF FORFEITURES Forfeitures, if any, shall be (select one from
each applicable column):
MATCHING PROFIT SHARING
CONTRIBUTIONS CONTRIBUTIONS
[X] [X] (1) first, used to reduce Employer
contributions; second, any remaining
forfeitures shall be used to offset the
Employer's Plan administrative costs; and
third, any remaining forfeitures shall be
allocated to Participants.
[ ] [ ] (2) first, used to offset the Employer's
Plan administrative costs; second, any
remaining forfeitures shall be used to
reduce Employer contributions; and third,
any remaining forfeitures shall be allocated
to Participants.
[ ] [ ] (3) allocated to Participants in the ratio
which the Compensation of each Participant
for the Plan Year bears to the total
Compensation for the Plan Year of all
Participants otherwise entitled to share in
the Employer contributions. If the Profit
Sharing portion of the Plan is integrated
with Social Security, forfeitures
attributable to Profit Sharing Contributions
shall be allocated in accordance with the
formula elected by the Employer.
C. VESTING SERVICE
For purposes of determining Years of Service for Vesting Service (select (1) or
(2) and/or (3)):
[X] (1) All Years of Service shall be included.
[ ] (2) Years of Service before the Participant attained age 18 shall be
excluded.
[ ] (3) Service with the Employer prior to the effective date of the Plan
shall be excluded.
ARTICLE X. IN-SERVICE DISTRIBUTIONS AND LOANS
A. IN-SERVICE DISTRIBUTIONS
[X] (1) In-service distributions may be made from any of the Participant's
vested Accounts, at any time upon or after the occurrence of the
following events (select all applicable):
[X] (a) a Participant's attainment of age 59 1/2 (no lower than
59 1/2).
[ ] (b) January 1 of the calendar year in which the Participant
attains age 70 1/2.
[ ] (2) In-service distributions are not permitted (subject to Section 5.7.3
of the Plan).
26
B. HARDSHIP DISTRIBUTIONS:
Hardship distributions are:
[X] (1) permitted and shall be made from the vested portion of a
Participant's Accounts (other than his or her Qualified Nonelective
Contributions Account, Qualified Matching Contributions Account,
QVEC Account, earnings accrued after December 31, 1988 on the
Participant's Pre-Tax Contributions, or Safe Harbor Contributions
under Section 3.16) as provided in Section 5.9.1.
[ ] (2) not permitted.
C. LOANS:
Loans are:
NON-PROFIT
SHARING PROFIT SHARING
CONTRIBUTIONS CONTRIBUTIONS
[X] [X] (1) permitted.
[ ] [ ] (2) not permitted.
ARTICLE XI. TRUST
[ ] If this item is checked, the Employer elects to establish a Group
Trust consisting of such Plan assets as shall from time to time be
transferred to the Trustee pursuant to Article X of the Plan. The
Trust Fund shall be a Group Trust consisting of assets of this Plan
plus assets of the following plans of the Employer or of an
Affiliate:
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________
ARTICLE XII. MISCELLANEOUS
A. IDENTIFICATION OF SPONSOR
The address and telephone number of the Sponsor's authorized representative is
PO Box 1510, Pennington, New Jersey 08534-1510; 000-000-0000. This authorized
representative can answer inquiries regarding the adoption of the Plan, the
intended meaning of any Plan provisions, and the effect of the opinion letter.
The Sponsor will inform the Primary Employer of any amendments made to the Plan
or the discontinuance or abandonment of the Plan. In order to receive
notification, the Primary Employer hereby agrees to promptly notify the Sponsor
at the address indicated above of any change in company contact, business
address, or intent to terminate use of the Xxxxxxx Xxxxx Prototype Plan.
27
B. PLAN REGISTRATION
1. Initial Registration
This Plan must be registered with the Sponsor, Xxxxxxx Xxxxx, Xxxxxx Xxxxxx &
Xxxxx Incorporated, in order to be considered a Prototype Plan by the Sponsor.
Registration is required so that the Sponsor is able to provide the
Administrator with documents, forms and announcements relating to the
administration of the Plan and with Plan amendments and other documents, all of
which relate to administering the Plan in accordance with applicable law and
maintaining compliance of the Plan with the law.
The Primary Employer and all participating Employers must sign and date the
Adoption Agreement. Upon receipt and acceptance by Xxxxxxx Xxxxx, Xxxxxx Xxxxxx
& Xxxxx Incorporated of the Adoption Agreement, the Plan will be registered as a
Prototype Plan of Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated. An
authorized representative will countersign the Adoption Agreement and a copy of
the countersigned Adoption Agreement will be returned to the Primary Employer.
Countersignature of the Adoption Agreement acknowledges receipt of the Adoption
Agreement by Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, but does not
represent that the Sponsor has reviewed or assumes responsibility for the
provisions selected within the Adoption Agreement. Xxxxxxx Xxxxx, Xxxxxx Xxxxxx
& Xxxxx Incorporated reserves the right to reject any Adoption Agreement.
2. Registration Renewal
Annual registration renewal is required in order for the Employer to continue to
receive any and all necessary updating documents. The Sponsor reserves the right
to charge a registration renewal fee and change such fee from time to time. The
Sponsor will notify the Primary Employer of any registration renewal fee and of
any change to such registration renewal fee.
C. PROTOTYPE REPLACEMENT PLAN
This Adoption Agreement is a replacement prototype plan for (1) Xxxxxxx Xxxxx
Special Prototype Defined Contribution Plan - Nonstandardized 401(k) Plan,
Employee Thrift Plan, Profit Sharing Plan Adoption Agreement # 03-004.
D. RELIANCE
The adopting Employer may rely on an opinion letter issued by the Internal
Revenue Service as evidence that the Plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.
The Employer may not rely on the opinion letter in certain other circumstances
or with respect to certain qualification requirements, which are specified in
the opinion letter issued with respect to the Plan and in Announcement 2001-77.
In order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service.
28
E. PLAN DOCUMENT
This Adoption Agreement may ONLY be used in conjunction with the Xxxxxxx Xxxxx
Special/Flexible Prototype Defined Contribution Plan and Trust Base Plan
Document #03.
F. PROPER COMPLETION OF ADOPTION AGREEMENT
Failure to properly fill out this Adoption Agreement may result in the failure
of the Plan to qualify under Internal Revenue Code Section 401(a). Each
participating Employer and its independent legal and tax advisors are
responsible for the adoption and qualification of this Plan and any related tax
consequences.
29
PRIMARY EMPLOYER'S SIGNATURE
The undersigned hereby adopts the Plan and Trust.
Name of Primary Employer:
MPSI Systems, Inc.
___________________________________
___________________________________
Authorized Signature
___________________________________
___________________________________
Print Name
___________________________________
___________________________________
Title
DATED: ___________, 20_____
PARTICIPATING EMPLOYERS
The undersigned hereby adopts the Plan and Trust.
Name of Employer
1. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
2. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
3. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
4. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
5. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
30
Title: ________________________
Date: ________________________
6. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
7. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
8. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
9. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
10. Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Only an Affiliate may adopt this Plan. The Plan may only be adopted or restated
pursuant to a duly authorized action evidenced by the above signature of the
person authorized to adopt the Plan on behalf of the Employer and as permitted
by the Primary Employer. By adopting this Plan, each participating Employer
delegates to the Primary Employer the authority to amend the Plan.
TO BE COMPLETED BY XXXXXXX XXXXX:
SPONSOR ACKNOWLEDGMENT:
Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated as the Prototype
Sponsor acknowledges receipt of this Adoption Agreement.
Authorized
Signature:______________________________________________________________________
31
XXXXXXX XXXXX TRUST CO., FSB AS TRUSTEE
TO BE COMPLETED BY XXXXXXX XXXXX TRUST CO., FSB:
ACCEPTANCE BY TRUSTEE:
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan, Trust and this Adoption Agreement. If the
Employer has elected a Group Trust in this Adoption Agreement, the undersigned
Trustee(s) shall be the Trustee(s) of the Group Trust.
SEAL MERRILL XXXXX TRUST CO., FSB
By:________________________________
________________________________
DATED: ___________, 20_____
32
Primary Employer Name: MPSI Systems, Inc.
Plan Name: MPSI Systems, Inc. Matching Investment Plan
Plan Number: 001
APPENDIX A
GUST AMENDMENTS
(PROFIT SHARING PLAN WITH CODA)
In accordance with IRS Revenue Procedure 2000-20, the following
sections retroactively conform the Plan's terms to its actual operation during
the remedial amendment period for the Small Business Job Protection Act of 1996,
the Uruguay Round Agreements Act, the Taxpayer Relief Act of 1997, the Internal
Revenue Service Restructuring and Reform Act of 1998, and the Uniformed Services
Employment and Reemployment Rights Act of 1994. The signature of the Primary
Employer in this Adoption Agreement shall apply to this Appendix A if the
Primary Employer is restating its plan to comply with Revenue Procedure 2000-20.
I. ADP AND ACP TESTS
A. ADP TEST ELECTION. Effective for the indicated Plan Years, for
purposes of the ADP Test under Section 3.4, the ADP of
Nonhighly Compensated Employees shall be determined:
1997 1998 1999 2000 2001 2002
Testing Testing Testing Testing Testing Testing
Year Year Year Year Year Year
---- ---- ---- ---- ---- ----
[ ] [ ] [ ] [ ] [ ] [ ] (1) for the current Plan Year.
[X] [X] [X] [X] [X] [X] (2) for the immediately
preceding Plan Year.
B. ACP TEST ELECTION. Effective for the indicated Plan Years, for
purposes of the ACP Test under Section 3.6, the ACP of
Nonhighly Compensated Employees shall be determined:
1997 1998 1999 2000 2001 2002
Testing Testing Testing Testing Testing Testing
Year Year Year Year Year Year
---- ---- ---- ---- ---- ----
[ ] [ ] [ ] [ ] [ ] [ ] (1) for the current Plan Year.
[X] [X] [X] [X] [X] [X] (2) for the immediately
preceding Plan Year.
C. FIRST PLAN YEAR
(1) ADP (do not complete if Plan used the current year
testing method for such year). If this Plan is not a
successor plan, then for ____________________,
[Insert First Plan Year], the first Plan Year this
Plan permitted any Participant to make Pre-Tax
Contributions, the ADP used in the ADP Test for
Participants who are Nonhighly Compensated Employees
shall be (select one):
[ ] (a) 3%.
[ ] (b) such first Plan Year's ADP.
33
(2) ACP (do not complete if Plan used current year
testing method for such year). If this Plan is not a
successor plan, then for the first Plan Year this
Plan provided for Employee After-Tax Contributions
and/or Matching Contributions, _______________,
[Insert Such Plan Year] the ACP used for Participants
who are Nonhighly Compensated Employees shall be
(select one):
[ ] (a) 3%.
[ ] (b) such first Plan Year's ACP.
NOTES: (1) THE PLAN MUST USE THE SAME TESTING METHOD FOR BOTH THE ADP
TEST AND THE ACP TEST IN ANY PLAN YEAR BEGINNING ON OR AFTER
THE DATE THE EMPLOYER ADOPTS THE RESTATED PLAN.
(2) PLANS USING THE CURRENT YEAR TESTING METHOD FOR THE 1997 TO
2001 TESTING YEARS (OR SUCH LATER DATE AS PERMITTED BY THE
INTERNAL REVENUE SERVICE) COULD CHANGE TO THE PRIOR YEAR
TESTING METHOD WITHOUT IRS APPROVAL.
(3) IF THE PLAN USES THE CURRENT YEAR TESTING METHOD FOR A TESTING
YEAR IT MAY NOT BE PERMISSIVELY AGGREGATED UNDER TREAS. REG.
SECTION 1.410(b)-7(d) WITH A PLAN THAT USES THE PRIOR YEAR
TESTING METHOD FOR THAT TESTING YEAR.
II. HIGHLY COMPENSATED EMPLOYEES
A. TOP-PAID GROUP ELECTION. Effective for the indicated Plan
Years, the determination of Highly Compensated Employees
(other than 5% owners) for a year shall be:
1997 1998 1999 2000 2001 2002
Determination Determination Determination Determination Determination Determination
Year Year Year Year Year Year
---- ---- ---- ---- ---- ----
[X] [X] [X] [X] [X] [X] (1) limited to
Employees in
the top-paid
20% of the
Employees
for such year.
[ ] [ ] [ ] [ ] [ ] [ ] (2) made without
regard to
whether an
Employee was in
the top-paid 20%
of the Employees
for such year.
B. CALENDAR YEAR DATA ELECTION. (Complete only if the Plan Year
is not the calendar year.) Effective for the indicated Plan
Years, for purposes of determining Highly Compensated
Employees (other than 5% owners), a calendar year election is
made as follows:
34
1997 1998 1999 2000 2001 2002
Determination Determination Determination Determination Determination Determination
Year Year Year Year Year Year
---- ---- ---- ---- ---- ----
[ ] [ ] [ ] [ ] [ ] [ ]
Note: The effect of a calendar year data election is that the
look-back year is the calendar year beginning with or within
the look-back year. Generally, a top-paid group election must
apply consistently to the determination years of all plans of
the Employer that begin with or within the same calendar year.
A calendar year data election also must apply consistently to
the determination years of all of the Employer's plans that
begin within the same calendar year. However, the consistency
requirement does not apply to determination years beginning
with or within the 1997 calendar year. In addition, for
determination years beginning on or after January 1, 1998, and
before January 1, 2000, satisfaction of the consistency
requirement is determined without regard to non-retirement
plans of the Employer.
III. REQUIRED MINIMUM DISTRIBUTIONS
A. Due to the Small Business Job Protection Act amendment to the
"required beginning date" under Code Section 401(a)(9),
actively employed Participants (other than 5% owners) who
attained age 70 1/2 prior to 1996 or, if later, January 1,
1997 (select as applicable):
[X](1) were given the election either not to receive or to
cease receiving mandatory in-service minimum
distributions. If any such Participant failed to make
such an election, mandatory minimum distributions
were made until the Participant made an election to
cease those distributions [or the Primary Employer
elected to make in-service distributions available on
a voluntary basis]. This election was effective
01/01/1997.
[ ](2) were automatically not required to receive mandatory
in-service minimum distributions. This election was
effective ____________.
[ ](3) continued to be required to receive mandatory
in-service minimum distributions through the adoption
of this document.
B. Due to the Small Business Job Protection Act amendment to the
"required beginning date" under Code Section 401(a)(9),
actively employed Participants (other than 5% owners) who
attain age 70 1/2 on or after the date elected in A. above
(select as applicable):
[X](1) are given the election not to receive mandatory
in-service minimum distributions. If any such
Participant fails to make such an election, mandatory
minimum distributions are made until the Participant
makes an election to cease those distributions [or
the Primary Employer elects to make in-service
distributions available on a voluntary basis]. This
election was effective 01/01/1997.
[ ](2) are automatically not required to receive mandatory
in-service minimum distributions. This election was
effective ___________.
[ ](3) continued to be required to receive mandatory
in-service minimum distributions through the adoption
of this document.
35
C. The Plan made available to all Participants voluntary
in-service distributions at or after attainment of age 70 1/2
effective:
[ ](1) for all calendar years after 1996.
[ ](2) for all calendar years after ____________.
[X](3) Not applicable. (There is already an in-service
distribution provision in the Plan.)
D. For any eligible Participant who was already receiving
required minimum distributions but elected to stop
distributions and recommence upon separation of service
(select one):
[X](1) there is a new annuity starting date upon
re-commencement. This allows these Participants to
defer receiving required minimum distributions until
the April 1 following the December 31st of the year
of separation of service.
[ ](2) there is no new annuity starting date upon
re-commencement. This requires these Participants to
receive their required minimum distribution by
December 31st of the year of separation of service.
[ ](3) a new annuity starting date is not applicable, as the
Plan did not allow payments to cease.
E. Effective Date of Adoption of Model Amendment (select one):
Select the calendar year for which the Plan will apply the
minimum distribution requirements of Section 401(a)(9) of the
Code in accordance with the regulations under Section
401(a)(9) that were proposed on January 17, 2001. Note that
2001 is the only year for which the proposed regulations may
be effective on a day other than January 1:
[ ](1) ___________, 2001.
[X](2) January 1, 2002.
IV. SAFE HARBOR CODA OPTION
A. The Safe Harbor CODA provisions of Section 3.16 shall (select
all that apply):
[ ](1) apply for the 1999 Plan Year.
[ ](2) apply for the 2000 Plan Year.
[ ](3) apply for the 2001 Plan Year.
[ ](4) apply for the 2002 Plan Year.
[X](5) not apply.
36
B. ADP/ACP TEST SAFE HARBOR CONTRIBUTIONS. In lieu of the Safe
Harbor Matching Contributions described in Section 3.16.4(A)
of the Plan, the Employer made the following contributions for
the Plan Year (select all that apply):
[ ](1) 1999 Enhanced Matching Contributions. For the 1999
Plan Year, the Employer made Matching Contributions
to the Account of each Eligible Participant in an
amount equal to:
______% of the first ______% of the Eligible
Participant's Compensation contributed as Pre-Tax
Contributions, ______% of the next ______% of the
Eligible Participant's Compensation contributed as
Pre-Tax Contributions, and ______% of the next
______% of the Eligible Participant's Compensation
contributed as Pre-Tax Contributions.
[ ](2) 1999 Safe Harbor Nonelective Contributions. For the
1999 Plan Year, the Employer made a Safe Harbor
Nonelective Contribution to the Account of each
Eligible Participant in an amount equal to ____ % (at
least 3%) of the Eligible Participant's Compensation
for the Plan Year.
[ ](3) For the 1999 Plan Year, the ADP Test Safe Harbor
Contributions were made to the following Defined
Contribution Plan of the Employer:
____________________________________________________.
NOTE: THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
THE OTHER DEFINED CONTRIBUTION PLAN.
[ ](4) 2000 Enhanced Matching Contributions. For the 2000
Plan Year, the Employer made Matching Contributions
to the Account of each Eligible Participant in an
amount equal to:
______% of the first ______% of the Eligible
Participant's Compensation contributed as Pre-Tax
Contributions, ______% of the next ______% of the
Eligible Participant's Compensation contributed as
Pre-Tax Contributions, and ______% of the next
______% of the Eligible Participant's Compensation
contributed as Pre-Tax Contributions.
[ ](5) 2000 Safe Harbor Nonelective Contributions. For the
2000 Plan Year, the Employer made a Safe Harbor
Nonelective Contribution to the Account of each
Eligible Participant in an amount equal to _____% (at
least 3%) of the Eligible Participant's Compensation
for the Plan Year.
[ ](6) For the 2000 Plan Year, the ADP Test Safe Harbor
Contributions were made to the following Defined
Contribution Plan of the Employer:
____________________________________________________.
NOTE: THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
THE OTHER DEFINED CONTRIBUTION PLAN.
[ ](7) 2001 Enhanced Matching Contributions. For the 2001
Plan Year, the Employer made Matching Contributions
to the Account of each Eligible Participant in an
amount equal to:
______% of the first ______% of the Eligible
Participant's Compensation contributed as Pre-Tax
Contributions, ______% of the next ______% of the
Eligible Participant's Compensation contributed as
Pre-Tax Contributions,
37
and ______% of the next ______% of the Eligible
Participant's Compensation contributed as Pre-Tax
Contributions.
[ ](8) 2001 Safe Harbor Nonelective Contributions. For the
2001 Plan Year, the Employer made a Safe Harbor
Nonelective Contribution to the Account of each
Eligible Participant in an amount equal to _____% (at
least 3%) of the Eligible Participant's Compensation
for the Plan Year.
[ ](9) For the 2001 Plan Year, the ADP Test Safe Harbor
Contributions were made to the following Defined
Contribution Plan of the Employer:
____________________________________________________.
NOTE: THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
THE OTHER DEFINED CONTRIBUTION PLAN.
[ ](10) 2002 Enhanced Matching Contributions. For the 2002
Plan Year, the Employer made Matching Contributions
to the Account of each Eligible Participant in an
amount equal to:
______% of the first ______% of the Eligible
Participant's Compensation contributed as Pre-Tax
Contributions, ______% of the next ______% of the
Eligible Participant's Compensation contributed as
Pre-Tax Contributions, and ______% of the next
______% of the Eligible Participant's Compensation
contributed as Pre-Tax Contributions.
[ ](11) 2002 Safe Harbor Nonelective Contributions. For the
2002 Plan Year, the Employer made a Safe Harbor
Nonelective Contribution to the Account of each
Eligible Participant in an amount equal to ____% (at
least 3%) of the Eligible Participant's Compensation
for the Plan Year.
[ ](12) For the 2002 Plan Year, the ADP Test Safe Harbor
Contributions were made to the following Defined
Contribution Plan of the Employer:
____________________________________________________.
NOTE: THIS OPTION MAY BE SELECTED ONLY IF THIS PLAN IS A
NONSTANDARDIZED PLAN OR A PLAN THAT IS PAIRED WITH
THE OTHER DEFINED CONTRIBUTION PLAN.
C. COORDINATION WITH SAFE HARBOR CODA. As provided under Section
3.16.1(B), and as consistent with IRS Notice 98-52 (or
subsequent guidance), indicate below which of the following
shall be disregarded for purposes of satisfying the ACP Test
(select all that apply, inserting applicable years):
[ ](1) all Matching Contributions for all Eligible
Participants (if the requirements of the ACP Test
Safe Harbor are satisfied) for Plan Year(s)
________________; or
[ ](2) Matching Contributions that do not exceed 4% of each
Eligible Participant's Compensation, if permitted
under IRS Notice 98-52 (or subsequent guidance) for
Plan Year(s)_____________________.
38
V. CASH-OUT OF SMALL AMOUNTS
The increase in the cash-out limit described in Sections 5.6.1, 5.6.4,
6.1.1, and 7.2.5 from $3,500 to $5,000 became effective (select one):
[X] A. the first day of the first Plan Year beginning after August 5,
1997.
[ ] B. ___________ (insert date after the first day of the first Plan
Year beginning after August 5, 1997).
VI. CONTRIBUTIONS FOR DISABLED HIGHLY COMPENSATED EMPLOYEES
Section 3.1.4 applies with respect to Highly Compensated Participants
effective (select one):
[X] A. for Plan Years commencing after December 31, 1996.
[ ] B. for Plan Years commencing after ___________ (insert date after
December 31, 1996).
VII. ELIGIBLE ROLLOVER DISTRIBUTION
For purposes of Section 6.4, an Eligible Rollover Distribution does not
include any hardship distribution described in Section 401(k)(2)(B)(i)
(IV) received after (select one):
[X] A. December 31, 1998.
[ ] B. _________, 1999 (insert a date after December 31, 1998, but
before January 1, 2000, as permitted under IRS Notice 99-5).
39
THIS PAGE IS INTENTIONALLY LEFT BLANK.
APPENDIX B: PREVAILING WAGE CONTRIBUTIONS
Appendix to the
________________________________________________________________________________
Plan pursuant to Article 3.15 of the Plan;
Prevailing Wage Contributions Appendix to the
________________________________________________________________________________
Plan.
Pursuant to Article 3.15 of the Base Plan Document #03, effective, _____________
(INSERT EFFECTIVE DATE) the Employer will make Prevailing Wage Contributions on
behalf of: _____________________________________________________________________
(INSERT ELIGIBLE GROUP). The amount of the Prevailing Wage Contribution shall be
in the amount of $_________________ (INSERT DOLLAR AMOUNT) per hour that such
Employee is credited with an Hour of Service on such project.
40
THIS PAGE IS INTENTIONALLY LEFT BLANK.
APPENDIX C: COLLECTIVELY BARGAINED EMPLOYEES
Appendix to the
________________________________________________________________________________
Plan pursuant to Article 3.1.9 of the Plan;
Collectively Bargained Employees Appendix to the
________________________________________________________________________________
Plan
Pursuant to Article 3.1.9 of the Base Plan Document #03, notwithstanding any
provision of the Plan to the contrary, for contributions made under the Plan on
behalf of Employees covered by a collective bargaining agreement where Plan
benefits were the subject of good faith bargaining, the provisions of the Plan
as otherwise reflected in the Plan and the Adoption Agreement shall apply to all
such Employees, unless otherwise specified below effective.
41
THIS PAGE IS INTENTIONALLY LEFT BLANK.
APPENDIX D: PARTICIPATING EMPLOYERS
Participating Employers of the
___________________________________________________________________________ Plan
List participating Employers here.
42
THIS PAGE IS INTENTIONALLY LEFT BLANK.
APPENDIX D: PARTICIPATING EMPLOYERS (CONTINUED)
Participating Employers of the
___________________________________________________________________________ Plan
List participating Employers here.
43
APPENDIX E: EGTRRA AMENDMENT
This amendment of the Plan is adopted to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This
amendment is intended as good faith compliance with the requirements of EGTRRA
and is to be construed in accordance with EGTRRA and guidance issued thereunder.
This amendment shall supersede the provisions of the Plan to the extent those
provisions are inconsistent with the provisions of this amendment.
I. GENERAL EFFECTIVE DATE
The general effective date of this Appendix E shall be (select one):
[X] (A) as of the first day of the first Plan Year (or
Limitation Year) beginning after December 31, 2001,
except as otherwise provided in the following
sections of this Appendix E.
[ ] (B) as of the later of the first day of the first
Plan Year (or Limitation Year) beginning after
December 31, 2001, except as otherwise provided in
the following sections of this Appendix E or the date
the Primary Employer has adopted this Prototype Plan.
II. INCREASE IN COMPENSATION LIMIT
FOR ANY PLAN YEAR BEGINNING AFTER DECEMBER 31, 2001, FOR PURPOSES OF
SECTION 1.21, THE ANNUAL COMPENSATION OF EACH PARTICIPANT TAKEN INTO
ACCOUNT IN DETERMINING ALLOCATIONS SHALL NOT EXCEED $200,000, AS
ADJUSTED FOR COST-OF-LIVING INCREASES IN ACCORDANCE WITH CODE SECTION
401(a)(17)(B). ANNUAL COMPENSATION MEANS COMPENSATION DURING THE PLAN
YEAR OR SUCH OTHER CONSECUTIVE 12-MONTH PERIOD OVER WHICH COMPENSATION
IS OTHERWISE DETERMINED UNDER THE PLAN (THE DETERMINATION PERIOD). THE
COST-OF-LIVING ADJUSTMENT IN EFFECT FOR A CALENDAR YEAR APPLIES TO
ANNUAL COMPENSATION FOR THE DETERMINATION PERIOD THAT BEGINS WITH OR
WITHIN SUCH CALENDAR YEAR.
III. ROLLOVERS FROM OTHER PLANS AND IRAs
For purposes of Section 3.3, effective for eligible rollover
distributions made on or after 01/01/2002 (enter a date no earlier than
January 1, 2002), if provided by the Primary Employer as elected below,
in addition to distributions from a qualified plan described in Code
Section 401(a) or 403(a) that are otherwise includible in gross income
or a Conduit IRA containing these assets, the Plan will accept
Participant Rollover Contributions (including direct Rollover
Contributions in accordance with Code Section 401(a)(31)), subject to
the Plan Administrator's determination that such amounts meet the
requirements for Rollover Contributions, of the following amounts from
the following types of plans and IRAs (Check applicable boxes):
44
[X] (A) Employee after-tax contributions from a qualified
plan described in Code Section 401(a) or 403(a),
provided that such amounts are transferred in a
direct trustee-to-trustee transfer described in Code
Section 402(c)(2)(A).
[ ] (B) Distributions from an annuity contract described
in Code Section 403(b) that are otherwise includible
in gross income.
[X] (C) Distributions from an eligible plan under Code
Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or
instrumentality of a state or political subdivision
of a state, that are otherwise includible in gross
income.
[X] (D) Distributions from an individual retirement
account or annuity described in Code Section 408(a)
or (b) that are otherwise includible in gross income
(including distributions from individual retirement
accounts described in Code Section 408(k) ("SEP")).
[ ] (E) Distributions from a simple retirement account
described in Code Section 408(p) that are eligible to
be rolled over and are made after the 2-year period
beginning on the date such individual first
participated in such simple retirement account that
are otherwise includible in gross income.
IV. CATCH-UP CONTRIBUTIONS
If elected by the Primary Employer below, all Employees who are
eligible to make Pre-Tax Contributions under this Plan and who have
attained age 50 before the end of the calendar year shall be eligible
to make catch-up contributions in accordance with, and subject to the
limitations of, Code Section 414(v) and any guidance issued thereunder
by the Internal Revenue Service. Such catch-up contributions shall not
be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Code Sections 402(g) and 415.
The Plan shall not be treated as failing to satisfy the provisions of
the Plan implementing the requirements of Code Section 401(k)(3),
401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the
making of such catch-up contributions.
Catch-up contributions: (select one)
[X] (A) shall apply to contributions on or after 01/01/2002.
(Enter January 1, 2002 or, if later, enter date.)
[ ] (B) shall not apply.
V. REPEAL OF MULTIPLE USE TEST
FOR PLAN YEARS BEGINNING AFTER DECEMBER 31, 2001, THE MULTIPLE USE TEST
DESCRIBED IN TREASURY REGULATION SECTION 1.401(m)-2 AND SECTION 3.6(C)
SHALL NOT APPLY.
45
VI. LIMITATIONS ON CONTRIBUTIONS
Effective for Limitation Years beginning after December 31, 2001, for
purposes of Section 3.9, the maximum Annual Addition that may be
contributed or allocated to a Participant's Account under the Plan for
any Limitation Year shall not exceed the lesser of:
(A) $40,000, as adjusted for increases in the
cost-of-living under Code Section 415(d), or
(B) 100 percent of the Participant's Limitation
Compensation for the Limitation Year. The compensation limit
referred to in the previous sentence shall not apply to any
contribution for medical benefits after separation from
service (within the meaning of Code Section 401(h) or
419A(f)(2)) which is otherwise treated as an Annual Addition.
VII. VESTING OF MATCHING CONTRIBUTIONS
A. Applicability. An amendment to change the vesting schedule for
Matching Contributions under EGTRRA: (select one)
[X] (1) is not required.
[ ] (2) is required, effective for Plan Years beginning after
December 31, 2001, with respect to Matching
Contributions as indicated in Section VII.D. below.
B. Effective Date for Vesting of Matching Contributions. If a
vesting schedule is selected in VII.A.(2) above, the new
vesting schedule:
(1) for Active Participants (select one):
[ ] (a) shall apply to Matching Contributions
allocated for Plan Years beginning after December
31, 2001.
[ ] (b) shall apply to all Matching Contributions,
including Matching Contributions accrued prior to
the Plan Year beginning after December 31, 2001.
[X] (c) shall not be applicable because VII.A.(1) is
selected above.
46
(2) for Inactive Participants (select one):
[ ] (a) shall not apply to Matching Contributions
allocated or accrued in Plan Years beginning
before or after December 31, 2001.
[ ] (b) shall apply to all Matching Contributions,
including Matching Contributions allocated or
accrued in Plan Years beginning before the Plan
Year beginning after December 31, 2001.
[X] (c) shall not be applicable because VII.A.(1) is
selected above.
C. Affect of Change in Vesting Schedule. If the vesting schedule
for Matching Contributions is amended by completing Section
VII.D. below, the provisions of Section 11.1.4 of the Plan
shall apply.
D. Vesting Schedule for Matching Contributions.
A Participant shall have a vested percentage in his or her
Matching Contributions, if applicable, in accordance with the
following schedule (select one):
[ ] (1) 100% vesting immediately upon participation.
[ ] (2) 100% after _______ (not more than 3) years of Vesting
Service.
[ ] (3) Graded vesting schedule:
_____% Immediately upon participation;
_____% After 1 year of Vesting Service;
_____% (not less than 20%) after 2 years of Vesting
Service;
_____% (not less than 40%) after 3 years of Vesting
Service;
_____% (not less than 60%) after 4 years of Vesting
Service;
_____% (not less than 80%) after 5 years of Vesting
Service;
100% after 6 years of Vesting Service.
[X] (4) shall not be applicable because VII.A.(1) is selected
above.
47
VIII. MODIFICATION OF TOP-HEAVY LIMIT
A. Effective date. For Plan Years beginning after December 31,
2001, this section shall apply for purposes of determining
whether the Plan is a Top-Heavy Plan under Code Section 416(g)
and Section 4.4 and whether the Plan satisfies the minimum
benefits requirements of Code Section 416(c) for such years.
B. Determination of top-heavy status
(1) Key Employee. For purposes of Section 1.56, Key
Employee means any Employee or former Employee (including any
deceased Employee) who at any time during the Plan Year that
includes the Determination Date was an officer of the Primary
Employer or Affiliate having annual Compensation greater than
$130,000 (as adjusted under Code Section 416(i)(1) for Plan
Years beginning after December 31, 2002), a 5-percent owner of
the Primary Employer or Affiliate, or a 1-percent owner of the
Primary Employer or Affiliate having annual Compensation of
more than $150,000. For this purpose, annual Compensation
means Limitation Compensation within the meaning of Plan
Section 3.3.9.1(H) (which is compensation within the meaning
of Code Section 415(c)(3)). The determination of who is a Key
Employee will be made in accordance with Code Section
416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder.
(2) Determination of present values and amounts. This
Section VIII.B.2 shall apply for purposes of determining the
present values of accrued benefits and the amounts of Account
Balances of Employees as of the Determination Date and shall
modify the applicable provisions of Section 4.4.1 of the Plan.
(a) Distributions during last year before
Determination Date. The present values of accrued
benefits and the amounts of Account Balances of an
Employee as of the Determination Date shall be
increased by the distributions made with respect to
the Employee under the Plan and any plan aggregated
with the Plan under Code Section 416(g)(2) during the
1-year period ending on the Determination Date. The
preceding sentence shall also apply to distributions
under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan
under Code Section 416(g)(2)(A)(i). In the case of
any distribution made for a reason other than
separation from service, death, or disability, a
"1-year period" shall be substituted for the "5-year
period".
(b) Employees not performing services during year
ending on the Determination Date. The accrued
benefits and accounts of any individual who has not
performed services for the Primary Employer or
Affiliate during the 1-year period ending on the
Determination Date shall not be taken into account.
48
C. Minimum allocations
Matching Contributions. Matching Contributions shall be taken
into account for purposes of satisfying the minimum
contribution requirements of Code Section 416(c)(2) and
Section 4.4.3 of the Plan. The preceding sentence shall apply
with respect to Matching Contributions under the Plan or, if
the Plan provides that the minimum contribution requirement
shall be met in another plan, such other plan. Matching
Contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching
contributions for purposes of the actual contribution
percentage test and other requirements of Code Section 401(m).
D. Top-Heavy Safe Harbor Plans
For any year beginning after December 31, 2001, the top-heavy
requirements of Code Section 416 and Section 4.4 shall not
apply in any year in which the Plan consists solely of a cash
or deferred arrangement which meets the requirements of Code
Section 401(k)(12) and Matching Contributions with respect to
which the requirements of Code Section 401(m)(11) are met.
(Such a plan is referred to as a "safe harbor" 401(k) plan
which is deemed to satisfy the special nondiscrimination tests
for 401(k) plans if the plan satisfies certain minimum
contribution requirements and a notice requirement.)
IX. ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS
A. Rollovers disregarded in determining value of Account Balance
for involuntary distributions. The Primary Employer shall
exclude Rollover Contributions in determining the value of the
Participant's nonforfeitable Account Balance for purposes of
the Plan's involuntary cash-out rules. For purposes of Section
5.6.1, the value of a Participant's nonforfeitable Account
Balance shall be determined without regard to that portion of
the Account Balance that is attributable to Rollover
Contributions (and earnings allocable thereto) within the
meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16). If the value of the
Participant's nonforfeitable Account Balance as so determined
is $5,000 or less, the Plan shall immediately distribute the
Participant's entire nonforfeitable Account Balance.
B. THIS SECTION IX SHALL APPLY EFFECTIVE JANUARY 1, 2002, UNLESS
A LATER EFFECTIVE DATE IS INDICATED IN C. BELOW.
C. IF THIS PLAN IS RESTATED ON TO THE XXXXXXX XXXXX PROTOTYPE ON
OR AFTER JANUARY 1, 2002 OR IS ORIGINALLY ADOPTED ON OR AFTER
JANUARY 1, 2002, ENTER THE DATE AS OF WHICH ROLLOVER
CONTRIBUTIONS ARE DISREGARDED IN DETERMINING THE VALUE OF A
PARTICIPANT'S ACCOUNT BALANCE WITH RESPECT TO INVOLUNTARY
DISTRIBUTIONS: 01/01/2002 (NO EARLIER THAN JANUARY 1, 2002 AND
NO LATER THAN THE DATE THE PLAN RESTATED ONTO THE XXXXXXX
XXXXX PROTOTYPE).
49
X. PLAN LOANS FOR OWNER-EMPLOYEES AND SHAREHOLDER EMPLOYEES
For loans made after December 31, 2001, for purposes of Section 5.8.4,
Plan provisions prohibiting loans to any Owner-Employee or
shareholder-employee shall cease to apply.
XI. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTIONS
A. For purposes of Section 5.9.3(C), a Participant who receives a
distribution of Pre-Tax Contributions after December 31,
2001, on account of hardship shall be prohibited from making
Pre-Tax Contributions and Employee After-Tax Contributions
under this and all other plans of the Primary Employer and
Affiliates for 6 months after receipt of the distribution.
B. EFFECTIVE JANUARY 1, 2002, OR ________________, IF LATER, A
PARTICIPANT WHO RECEIVED A DISTRIBUTION OF PRE-TAX
CONTRIBUTIONS FROM THIS PLAN IN CALENDAR YEAR 2001 ON ACCOUNT
OF HARDSHIP SHALL BE PROHIBITED FROM MAKING PRE-TAX
CONTRIBUTIONS AND EMPLOYEE AFTER-TAX CONTRIBUTIONS UNDER THIS
PLAN AND ALL OTHER PLANS OF THE PRIMARY EMPLOYER AND
AFFILIATES (select one):
[X] (1) for 12 months (no fewer than 6 nor more than 12, with
6 as the default) after receipt of the distribution or
until January 1, 2002, if later.
[ ] (2) for the period specified in the provisions of the
Plan relating to suspension of Pre-Tax Contributions that
were in effect prior to this amendment.
[ ] (3) N/A.
C. IF THIS PLAN IS RESTATED ON TO THE XXXXXXX XXXXX PROTOTYPE
AFTER JANUARY 1, 2002, A PARTICIPANT WHO RECEIVED A
DISTRIBUTION OF PRE-TAX CONTRIBUTIONS ON ACCOUNT OF HARDSHIP
ON OR AFTER ________________ (enter a date no earlier than
January 1, 2002, but prior to the effective date of adoption
or restatement of the Xxxxxxx Xxxxx Prototype) SHALL CONTINUE
TO BE PROHIBITED FROM MAKING PRE-TAX CONTRIBUTIONS AND
EMPLOYEE AFTER-TAX CONTRIBUTIONS UNDER THIS AND ALL OTHER
PLANS OF THE PRIMARY EMPLOYER AND AFFILIATES (select one):
[ ] (1) for ____ months (no fewer than 6 nor more than 12)
after the receipt of the distribution or ________________,
if later. (Enter the date the suspension period was
changed. It should be a date no earlier than January 1,
2002, but no later than the effective date of adoption or
restatement of the Xxxxxxx Xxxxx Prototype.)
[ ] (2) for the period otherwise specified in the provisions
of the plan relating to suspension of pre-tax
contributions that were in effect prior to this adoption
or restatement of this Plan.
[X] (3) N/A.
D. For calendar years beginning after December 31, 2001, the
post-hardship contribution limit contained in Section 5.9.3(D)
is eliminated for participants who receive a hardship
distribution after December 31, 2000.
50
XII. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
Effective for distributions made after the later of the adoption of the
Xxxxxxx Xxxxx prototype or December 31, 2001:
A. Modification of the definition of Eligible Retirement Plan.
For purposes of the direct rollover provisions in Section 6.4,
the definition of an Eligible Retirement Plan as provided in
Section 1.33 shall also mean the following, an annuity
contract described in Code Section 403(b) and an eligible plan
under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state
and which agrees to separately account for amounts transferred
into such plan from this Plan. The definition of Eligible
Retirement Plan shall also apply in the case of a distribution
to a Surviving Spouse, or to a Spouse or former Spouse who is
the alternate payee under a qualified domestic relation order,
as defined in Code Section 414(p).
B. Modification of the definition of Eligible Rollover
Distribution to exclude hardship distributions. For purposes
of the direct rollover provisions in Section 6.4, any amount
that is distributed on account of hardship shall not be
included in the definition of an Eligible Rollover
Distribution under Section 1.34 and the distributee may not
elect to have any portion of such a distribution paid directly
to an Eligible Retirement Plan.
C. Modification of the definition of Eligible Rollover
Distribution to include Employee After-Tax Contributions. For
purposes of the direct rollover provisions in Section 6.4 and
the definition of an Eligible Rollover Distribution under
Section 1.34, a portion of a distribution shall not fail to be
an Eligible Rollover Distribution merely because the portion
consists of Employee After-Tax Contributions which are not
includible in gross income. However, such portion may be
transferred only to an individual retirement account or
annuity described in Code Section 408(a) or (b), or to a
qualified defined contribution plan described in Code Section
401(a) or 403(a) that agrees to separately account for amounts
so transferred, including separately accounting for the
portion of such distribution which is includible in gross
income and the portion of such distribution which is not so
includible.
Signed this _____________ day of ________________________________, 20__________
By: ____________________________________________________________________________
Signature and Title Print Name and Title
51
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APPENDIX F
MONEY PURCHASE PENSION PLAN MERGER APPENDIX
The provisions of this Appendix F shall apply to the portion of a Participant's
Account that is attributable to the amount transferred from a money purchase
pension plan (the "Transferor Plan") as a result of an amendment of the
Transferor Plan and merger of the Transferor Plan with this Plan. Furthermore,
as a result of such merger, no further money purchase pension plan contributions
shall be made. (Nonelective employer contributions shall be made only if and to
the extent otherwise provided in the Adoption Agreement.) All amounts
attributable to the Transferor Plan (including earnings and losses thereon)
shall be separately accounted for under this Plan and subject to the further
provisions of this Appendix F.
I. VESTING
A. A Participant shall have a vested percentage in his or her
Account attributable to amounts transferred from the
Transferor Plan, if applicable, in accordance with the
following (select one):
[ ] (1) 100% vesting immediately upon the effective date of the merger
of the Transferor Plan with this Plan.
[ ] (2) the Transferor Plan's vesting schedule, which, immediately
prior to the effective date of the merger, was as follows:
[ ] (a) 100% after _____ (not more than 5) years
of Vesting Service.
[ ] (b) graded vesting schedule:
_____% immediately upon participation;
_____% after 1 year of Vesting Service;
_____% after 2 years of Vesting Service;
_____% after 3 years of Vesting Service;
_____% after 4 years of Vesting Service;
_____% after 5 years of Vesting Service;
_____% after 6 years of Vesting Service;
100% after 7 years of Vesting Service.
[ ] (3) the Plan's Profit Sharing Contribution vesting
schedule, as specified in Article IX of the Adoption
Agreement.
[ ] (4) the Plan's Matching Contribution vesting schedule, as
specified in Article IX of the Adoption Agreement.
NOTE: IF THE VESTING SCHEDULE APPLICABLE TO THE AMOUNTS
ATTRIBUTABLE TO THE TRANSFEROR PLAN IS AMENDED DUE TO
COMPLETION OF THIS SECTION I., THE PROVISIONS OF SECTION
11.1.4 OF THE PLAN SHALL APPLY.
52
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B. Early Retirement.
(1) Under the Transferor Plan, upon reaching early
retirement age, a Participant was (select one):
[ ] (a) 100% vested.
[ ] (b) was not 100% vested.
(2) If B.(1)(a) above is elected, under the Transferor
Plan, early retirement age meant (select one):
[ ] (a) attained age __________.
[ ] (b) attained age ________ and completed ________
Years of Service.
[ ] (c) attained age ________ and completed ________
Years of Service as a Participant.
(3) If I.B.(1)(a) above is elected and the Plan does not
otherwise provide for 100% vesting upon attainment of
early retirement age or the age and service
requirements under the Plan for early retirement are
less favorable to Participants than under the
Transferor Plan, a Participant with at least three
years of vesting service under the Transferor Plan on
the effective date of the merger shall become 100%
vested in the amount of the Participant's Account
attributable to the Transferor Plan upon attainment
of the early retirement age and service requirements
specified in I.B.(2) above.
C. Normal Retirement Age
(1) Normal Retirement Age under the Transferor Plan was (select
one):
[ ] (a) attainment of age ______ (not more than 65).
[ ] (b) attainment of age______(not more than 65) or
the______anniversary (not more than the 5th)
of the first day of the plan year in which
the individual became a participant in the
Transferor Plan, whichever is later.
(2) If the Plan's Normal Retirement Age is less favorable to
Participants than the normal retirement age under the
Transferor Plan, the Transferor Plan's definition of normal
retirement age shall apply to the portion of the Participant's
Account attributable to the Transferor Plan if the Participant
has completed at least three years of vesting service under
the Transferor Plan on the effective date of the merger of the
Transferor Plan with this Plan.
53
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II. FORFEITURES
Any forfeitures attributable to the Transferor Plan after the effective date of
the merger ("Transferor Plan forfeitures") shall be first used to reduce
Employer Profit Sharing Contributions, if the Plan provides for Profit Sharing
Contributions. If the Plan does not provide for Employer Profit Sharing
Contributions, any Transferor Plan forfeitures shall be first used to reduce the
Employer Matching Contributions. Any remaining Transferor Plan forfeitures shall
then be used to reduce the Employer's Plan administrative costs. Lastly, any
remaining Transferor Plan forfeitures shall be allocated to Participants.
III. ELECTION OF OPTIONAL FORMS/APPLICATION OF JOINT AND SURVIVOR ANNUITY
OPTIONS
The amount of a Participant's Account attributable to the Transferor Plan shall
be subject to the provisions of Plan Section 6.1.1 and this Plan shall be
treated as a transferee plan (and not as a Non-QJSA Profit Sharing Plan) solely
with respect to that portion of the Participant's Account for purposes of Code
Sections 401(a)(11) and 417 and the regulations thereunder.
IV. DISTRIBUTION OPTIONS
A. A Participant may not withdraw any portion of his Account
attributable to amounts transferred from the Transferor Plan
prior to normal retirement age, as defined in Section I.D.
above.
B. To the extent any optional form of benefit was available under
the Transferor Plan and is protected by Code Section
411(d)(6), and the regulations issued thereunder, such
optional form of benefit shall be available with respect to
the portion of the Participant's Account attributable to the
amount from the Transferor Plan as provided in the Addendum to
this Adoption Agreement.
V. LOANS
A. The portion of a Participant's Account attributable to the
amount from the Transferor Plan
[ ] (1) shall be available for Plan loans in accordance with
Section 5.8.
[ ] (2) shall not be available for Plan loans.
NOTE: TO THE EXTENT THE PORTION OF A PARTICIPANT'S ACCOUNT FROM THE TRANSFEROR
PLAN IS AVAILABLE FOR A LOAN UNDER PLAN SECTION 5.8, SUCH AMOUNT SHALL BE
SUBJECT TO THE SPOUSAL CONSENT REQUIREMENTS OF PLAN SECTION 5.8.2(C).
54
SAMPLE EMPLOYER'S RESOLUTION OF PLAN RESTATEMENT FOR
"GUST"
WHEREAS, the Employer did establish a plan for its employees known as the
_________________________________ (the "Plan") effective _____________ and,
NOW THEREFORE, BE IT RESOLVED, that the Plan be and it is hereby amended and
restated in its entirety, effective ________________, in order to comply with
current plan qualification requirements under amendments to the Internal Revenue
Code of 1986, which are commonly referred to as "GUST" amendments," and under
any rulings or regulations adopted by the Department of Labor and/or the
Department of the Treasury.
FURTHER RESOLVED, that ________________________ and _____________________ be and
they hereby are authorized, directed and designated as trustee under said
agreement to administer the trust and the funds entrusted to it under said
agreement for such plan; and
FURTHER RESOLVED, that the proper officers of the Employer are hereby authorized
and directed in the name of and on behalf of the Corporation, to execute and
deliver such amendment, and to execute any documents which may be otherwise
deemed necessary and proper in order to implement the foregoing resolutions.
Date: ______________________________ _______________________________________
Signature
_______________________________________
Title
55
PARTICIPATING EMPLOYERS
The undersigned hereby adopts the Plan and Trust.
Name of Employer
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
Authorized
_________________________________ Signature: ________________________
Print
Name: ________________________
Title: ________________________
Date: ________________________
