1
EXHIBIT 10.3(b)
GODWINS BOOKE & XXXXXXXXX
PROTOTYPE PROFIT SHARING
AND
EMPLOYEE SAVINGS PLAN AND TRUST
NON-STANDARDIZED FORM
ADOPTION AGREEMENT - 001
The Employer hereby makes the following declarations,
designations, and elections for purposes of the plan and trust:
I. EMPLOYER INFORMATION
A. Name: Plexus Corp.
B. Address: 00 Xxxxxxxx Xxxx Xxxxx, Xxxxxx XX 00000
C. Telephone: 000-000-0000
D. Employer Identification (or Social Security) Number: 00-0000000
E. Type of entity: [Select one]
X (1) Corporation
----
(2) Partnership
----
(3) Sole Proprietorship
----
(4) S Corporation
----
F. Nature of Employer's Business: Electronic - Design & Manufacture
G. Primary Standard Industry Code (SIC): 3699
H. Date of Incorporation or Commencement of Business: 12/1979
I. State of Incorporation or State of Principal Business Activity:
Wisconsin
J. Fiscal Year End: September 30
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K. Other corporations or trades or businesses affiliated with or in the
same controlled group of corporations or trades or businesses as the
Employer:
(1) Name: Electronic Assembly Corporation
Address: 0000 Xxxxxxxx Xxxxxx, Xxxxxx XX
Employer Identification Number: 00-0000000
(2) Name: Technology Group Inc.
Address: 00 Xxxxxxxx Xxxx Xxxxx, Xxxxxx XX
Employer Identification Number: 00-0000000
(3) Name: _____________________________________________
Address: __________________________________________
Employer Identification Number: ___________________
If there are additional members of the same affiliated or controlled
group of corporations or trades or businesses as the Employer, please
attach a statement containing the above information for each additional
member.
II. PLAN FIDUCIARIES
[Numbers shown in parenthesis throughout the remainder of this Adoption
Agreement are references to sections of the accompanying plan document.]
A. Committee (1.12; 10; 12.1.2): [Insert the names of the individuals to
be appointed by the Board]
As designated by the Board
Xxxxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxxx
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B. Plan Administrator (1.44; 10; 12.1.3): [Select one and complete, if
necessary]
(1) The chairman of the Committee.
----
X (2) The Committee.
----
(3) Other:
----
C. Trustee(s) (1.61; 12.1.4; 20):
(1) Name: Xxxxx National Bank
Address: 000 00xx Xxxxxx XX Xxxxxxxxxx XX 00000
Telephone: 000-000-0000
Employer Identification Number or Social Security Number:
00-0000000
(2) Name: ___________________________________________________
Address: ________________________________________________
Telephone: _____________________________________________
Employer Identification Number or Social Security Number:
(3) Name: ___________________________________________________
Address: ________________________________________________
Telephone: _____________________________________________
Employer Identification Number or Social Security Number:
III. STATUS OF THE PLAN
A. Name of the plan (1.43): Plexus Corp. Employee Stock Savings Plan
B. Original effective date (1.19): January 1, 1989
C. If this plan is an amendment and restatement of an existing plan, except
as otherwise provided in the plan document, the effective date of this
amendment and restatement shall be (1.19; 17): January 1, 1996
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D. Plan year end (1.45): December 31
E. Limitation year (23.5.9): Plan Year
F. Plan number: 001
G. Governing state law (24.9):
If this plan is an amendment and restatement, please attach a copy of the most
recent determination letter.
IV. PARTICIPATION
A. All employees of the Employer shall be eligible to participate in the
plan, except the following (1.21): [Select the desired exclusions]
(1) No exclusions will apply.
----
(2) Employees of an affiliated employer that is not a party to
---- the plan.
X (3) Leased employees.
----
(4) Other: _________________________________________________
---- _________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
B. Number of years of service required to participate (1.40): [Select one]
(1) 0 Years of Service.
----
X (2) 1 Year of Service.
----
(3) Other:
---- [not to exceed one year of service].
C. Minimum age required to participate (1.40): [Select one]
X (1) No minimum age required.
----
(2) 21 years of age.
----
(3) _____ years of age [not to exceed 20 1/2 years of age].
----
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D. Entry date (1.28): [Select one]
(1) First day of the first payroll period beginning after the
----- employee's date of hire.
(2) First day of the first payroll period after the completion
----- of any minimum age and service requirements chosen above.
(3) First day of the month coincident with or next following
----- the completion of any minimum age and service requirements
chosen above.
(4) First day of the plan year or seventh month of the plan
----- year, whichever is earlier, coincident with or next
following the completion of any minimum age and service
requirements chosen above.
X (5) First day of the plan year quarter coincident with or next
----- following the completion of any minimum age and service
requirements chosen above.
(6) First day of the plan year coincident with or next
----- following the completion of any minimum age and service
requirements chosen above.
[Note: This option (6) may only be selected if the
number of months of service required to participate
is six or less.]
(7) First day of the plan year in which any minimum age and
----- service requirements chosen above are completed.
[Note: This option (7) is a retroactive entry
date.]
V. SERVICE
A. Method for determining service for each employee (1.34, 1.41):
[Select one]
X (1) Service will be determined on the basis of hours of service
---- calculated as follows: [Select one]
X (a) On the basis of actual hours for which an employee
---- is paid or entitled to payment.
(b) On the basis of days worked. An employee shall be
---- credited with 10 hours of service for each day if
he would be credited with at least one hour of
service for such day under the plan.
(c) On the basis of weeks worked. An employee shall be
---- credited with 45 hours of service for each week if
he would be credited with at least one hour of
service for such week under the plan.
(d) On the basis of semi-monthly payroll periods. An
---- employee shall be credited with 95 hours of service
for each payroll period if he would be credited
with at least one hour of service for such payroll
period under the plan.
(e) On the basis of calendar months worked. An
---- employee shall be credited with 190 hours of
service for each month if he would be credited with
at least one hour of service for the month under
the plan.
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(2) Service will be determined on the basis of elapsed time.
----
B. Prior service with certain affiliated employers (1.52.2): [Select one]
X (1) Service with an employer prior to such employer becoming an
---- affiliated employer shall not be recognized.
(2) Service with an employer prior to such employer becoming
---- an affiliated employer shall be recognized.
VI. COMPENSATION
A. Compensation defined (1.13; 23.5.2):
A participant's "compensation" used in determining the amount of
contributions and forfeitures, if any, allocable to such participant's
account under the plan shall mean all of his: [Select one]
X (1) W-2 earnings (Box 1), as defined in Section 23.5.2(i) of
---- the plan.
(2) Code Section 3401(a) wages, as defined in Section
---- 23.5.2(ii) of the plan.
(3) Code Section 415 safe-harbor compensation, as defined in
---- Section 23.5.2(iii) of the plan.
B. In determining the amount of a participant's compensation to be used in
calculating the amount of contributions and forfeitures, if any,
allocable to such participant's account, certain salary reduction
amounts shall be treated as follows (1.13): [Select one]
(1) Compensation shall not include Employer contributions made
---- pursuant to a salary reduction agreement which are not
includible in the gross income of the employee under
Sections 125, 402(g)(3), 402(h), or 403(b) of the Code.
X (2) Compensation shall include Employer contributions made
---- pursuant to a salary reduction agreement which are not
includible in the gross income of the employee under
Sections 125, 402(g)(3), 402(h), or 403(b) of the Code.
C. Compensation excluded (1.13):
The compensation of a participant used in determining the amount of
contributions and forfeitures, if any, allocable to such participant's
account under the plan shall not include the following items: [Select
the applicable exclusions]
(1) Overtime.
----
(2) Bonuses.
----
(3) Commissions.
----
(4) Compensation in excess of $___________.
----
(5) Other:
----
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___________________________________________________________
___________________________________________________________
D. Compensation considered (1.13):
The compensation considered in determining the amount of contributions
and forfeitures, if any, allocable to a participant's account under the
plan shall include compensation actually paid to such participant
during: [Select one]
X (1) The plan year. [Note: This option must be elected if the
---- Employer elects for the plan to include a Cash or Deferred
Arrangement under item VII below.]
(2) The taxable year ending with or within the plan year.
----
(3) The limitation year ending with or within the plan year.
----
VII. CASH OR DEFERRED ARRANGEMENT
A. The plan shall not include a Cash or Deferred Arrangement
---- described in Section 401(k) of the Code (2.1).
[If the above option is selected, do not complete the
remaining questions of item VII.]
X The plan shall include a Cash or Deferred Arrangement described in
---- Section 401(k) of the Code.
[If the above option is selected, please complete the
remaining questions of item VII.]
B. Elective deferrals (1.20; 2.1):
(1) Amount of elective deferrals: [Select any applicable options and
complete as appropriate]
A participant may elect to have his compensation (as selected
under Item VI. above) reduced by the following percentage or
amount per payroll period, as designated in writing to the plan
administrator: [Select and complete one or both options below]
X (a) Up to 15 % of the employee's compensation
---- considered under the plan.
(b) An amount not in excess of $___________.
----
(2) Change of elective deferrals (2.1.1):
A participant may modify the amount of elective deferrals
contributed to the plan on his behalf effective as of the first
full payroll period beginning on or after the: [Select one]
(a) First day of the next succeeding plan year.
----
(b) First day of the plan year and the first day of the
---- seventh month of the plan year.
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X (c) First day of the next plan year quarter.
----
(d) First day of the next succeeding month.
----
(e) Receipt by the Committee of the participant's
---- election to modify the amount of his elective
deferrals.
(3) Distribution of elective deferrals (3.8; 6.5):
Elective deferrals (and any qualified non-elective contributions
and qualified matching contributions) and income allocable to
such amounts shall be distributable upon termination of service,
death, or disability, and upon: [Select one or more]
(a) No other events.
----
X (b) Termination of the plan without the establishment of
---- another defined contribution plan (other than an
employee stock ownership plan as defined in Section
4975(e) of the Code).
X (c) The disposition by the Employer to an unrelated
---- corporation of substantially all of the assets
(within the meaning of section 409(d)(2) of the
Code) used in a trade or business of the Employer,
where (i) the participant is employed by such trade
or business and continues employment with the
entity acquiring such assets, and (ii) the Employer
continues to maintain the plan after the sale or
other disposition.
X (d) The disposition by the Employer to an unrelated
---- entity of the Employer's interest in a subsidiary
(within the meaning of section 409(d)(3) of the
Code), where (i) the participant is employed by
such subsidiary and continues employment with such
subsidiary following such sale or other
disposition, and (ii) the Employer continues to
maintain the plan after the sale or other
disposition.
X (e) The participant's attainment of age 59 1/2.
----
X (f) The hardship of the participant as described in
---- Section 6.3 of the plan. [If elected, this option
shall not apply to (i) qualified non-elective
contributions, (ii) qualified matching
contributions, (iii) income allocable to such
amounts, or (iv) income allocable to elective
deferrals after the end of the last plan year
ending before July 1, 1989.]
C. Qualified non-elective contributions (1.47; 2.1.5):
(1) Qualified non-elective contributions made by the Employer to
enable the plan to satisfy the actual deferral percentage ("ADP")
test and the average contribution percentage ("ACP") test shall
be allocated to the accounts of: [Select one]
(a) All participants.
----
(b) Only non-highly compensated participants.
----
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(c) A group of non-highly compensated participants
---- designated by the Committee.
(2) The formula for allocating qualified non-elective contributions
among those participants selected in Item VII.C.(1) above shall
be as follows: [Select one]
(a) In the ratio which each participant's compensation
---- for the plan year bears to the total compensation
of all participants for such plan year.
(b) In the ratio which each participant's compensation
---- not in excess of $___________ for the plan year
bears to the total compensation of all participants
not in excess of $___________ for such plan year.
(c) $__________ for each participant.
----
(3) In order to share in any qualified non-elective contribution made
with respect to a plan year, an employee must be a participant
during such plan year, and must (2.1.5; 2.1.8): [Select one]
(a) Fulfill no additional requirements.
----
(b) Complete a year of service within the plan year.
----
(c) Be in the service of the Employer on the adjustment
---- date as of which the qualified non-elective
contribution is allocated.
(d) Complete a year of service within the plan year and
---- be in the service of the Employer on the year-end
adjustment date as of which the qualified
non-elective contribution is allocated.
D. Qualified matching contributions (1.46; 2.1.4; 2.3.2):
(1) Qualified matching contributions made by the Employer to enable
the plan to satisfy the ADP test and/or the ACP test shall be
allocated to the accounts of: [Select one]
(a) All participants who make elective deferrals or
---- employee after-tax contributions for the plan year.
(b) Only non-highly compensated participants who make
---- elective deferrals or employee after-tax
contributions for the plan year.
(c) A group of non-highly compensated participants
---- designated by the Committee.
(2) In order to share in any qualified matching contributions made
with respect to a plan year, an employee must be a participant
with respect to such plan year, and must (2.3.2): [Select one]
(a) Fulfill no additional requirements.
----
(b) Complete a year of service within the plan year.
----
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(c) Be in the service of the Employer on the adjustment
---- date as of which the qualified matching
contribution is allocated.
(d) Complete a year of service within the plan year and
---- be in the service of the Employer on the year-end
adjustment date as of which the qualified matching
contribution is allocated.
VIII. EMPLOYEE AFTER-TAX CONTRIBUTIONS
A. X (1) Participants shall not be permitted to make employee
---- after-tax contributions to the plan (2.2).
[If the above option is selected, do not complete
the remaining questions in this item VIII.]
(2) Participants shall be permitted to make employee after-tax
---- contributions to the plan.
[If the above option is selected, please complete
the remaining questions in this item VIII.]
B. Amount of employee after-tax contributions (2.2.1): [Select one or both
and complete as appropriate]
A participant may elect to make employee after-tax contributions
to the plan each payroll period, subject to the following
limitations:
(a) Up to _____% of the employee's compensation
---- considered under the plan.
(b) An amount not in excess of $___________.
----
C. Change of employee after-tax contributions (2.2.2):
A participant may modify the amount of his employee after-tax
contributions to the plan effective as of the first full payroll
period beginning on or after the: [Select one]
(a) First day of the next following plan year.
----
(b) First day of the plan year and the first day of the
---- seventh month of the plan year.
(c) First day of the next plan year quarter.
----
(d) First day of the next succeeding month.
----
(e) Receipt by the Committee of the participant's
---- election to modify the amount of his employee
after-tax contributions.
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D. Withdrawals from employee after-tax contribution account (6.2): [Select
one and complete as appropriate]
(1) Except as otherwise provided in XI.E. or G, amounts
---- allocated to a participant's employee after-tax
contribution account shall not be withdrawn prior to his
termination of service, death, or disability.
(2) In addition to any withdrawal rights provided in XI E, or
---- G, at a participant's request, amounts allocated to his
employee after-tax contribution account may be withdrawn
prior to his termination of service, death, or disability,
subject to the following conditions: [Complete (a);
complete (b) if daily adjustment dates have been selected,
also complete (c) through (f) as appropriate]
(a) A participant may not request more than _____ [not
to exceed four] withdrawal(s) during a plan year.
(b) No withdrawal shall exceed _____% of the amount in
the participant's employee after-tax contribution
account, determined on the date the withdrawal
request is actually processed.
(c) No withdrawal shall be made in an amount less than
$___________ [Insert amount not in excess of $1,000]
(d) No withdrawal may be made until the participant has
taken all available withdrawals from the following
accounts: __________________________________________
____________________________________________________
____________________________________________________
(e) A withdrawal may only be made if the participant
incurs a financial hardship. For purposes of this
paragraph, a "financial hardship" is defined as
____________________________________________________
_____________________________
____________________________________________________
________________________________[specify clear,
objective criteria for determining a financial
hardship that precludes employer discretion]
(f) A participant who receives a withdrawal shall not
be eligible to contribute to the plan ______________
____________________________________________________
____________________________________________________
[Insert type of contribution affected and period
of suspension]
IX. MATCHING CONTRIBUTIONS AND DISCRETIONARY EMPLOYER CONTRIBUTIONS
A. Matching contributions (1.36; 2.3):
The Employer shall not make matching contributions to the plan.
----
[If the above option is selected, do not complete the
remaining questions in this item IX.A.; proceed to item
IX.B.]
X The Employer shall make matching contributions to the plan.
----
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[If the above option is selected, please complete the
remaining questions in this item IX.]
(1) Employer matching contributions shall be allocated according to
the terms of the plan among: [Select one]
X (a) All participants
----
(b) All participants who are non-highly compensated
---- employees
who have made elective deferrals and/or employee after-tax
contributions, as appropriate, to the plan for such plan year.
(2) The amount of matching contributions contributed to the plan by
the Employer with respect to each participant's elective
deferrals and/or employee after-tax contributions made during a
plan year shall equal: [Select one or more]
X (a) 100 % of the first 2.5 % of the participant's
---- elective deferrals,
0 % of the next 0 % of the participant's
elective deferrals, and
0 % of the remaining 0 % of the participant's
elective deferrals, but
not to exceed a total matching contribution of
$_____.
(b) _____% of the first _____% of the participant's
---- employee after-tax contributions,
_____% of the next _____% of the participant's
employee after-tax contributions, and
_____% of the remaining _____% of the participant's
employee after-tax contributions, but
not to exceed a total matching contribution of
$___________.
(c) _____% of the aggregate of the participant's
---- elective deferrals and employee after-tax
contributions, not to exceed the first _____% of
the participant's compensation, but not to exceed a
total matching contribution of $__________ .
(d) _____% of the first _____% of the aggregate of the
---- participant's elective deferrals and employee
after-tax contributions,
_____% of the next _____% of the aggregate of the
participant's elective deferrals and employee
after-tax contributions, and
_____% of the remaining _____% of the aggregate of
the participant's elective deferrals and employee
after-tax contributions, but
not to exceed a total matching contribution of
$___________.
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(e) A uniform amount or percentage of elective
---- deferrals and/or employee after-tax contributions
determined with respect to each plan year by the
Employer prior to the first day of such plan year,
but not to exceed a total matching contribution of
$___________.
(f) A uniform amount or percentage of elective
---- deferrals and/or employee after-tax contributions
determined each plan year by the Employer in its
discretion.
(g) $_____________ for each participant making elective
---- deferrals during the plan year.
(h) $_______ for each participant making employee
---- after-tax contributions during the plan year.
(i) $___________ for each participant making elective
---- deferrals and/or employee after-tax contributions
during the plan year.
(j) Such additional amount or percentage as the
---- Employer in its discretion shall determine to be
allocated in the same manner as chosen above.
(3) In order to share in any matching contribution made with respect
to a plan year, an employee must be a participant with respect to
such plan year, and must (2.3): [Select one]
X (a) Fulfill no additional requirements.
----
(b) Complete a year of service within the plan year.
----
(c) Be in the service of the Employer on the adjustment
---- date as of which the matching contribution is
allocated.
(d) Complete a year of service within the plan year and
---- be in the service of the Employer on the year-end
adjustment date as of which the matching
contribution is allocated.
(4) The requirements of item IX.A.(3) above shall not apply
---- with respect to a participant who retires, including
disability retirement, or dies while in service during a
plan year.
The requirements of item IX.A.(3) above shall apply with
---- respect to a participant who retires, including disability
retirement, or dies while in service during a plan year.
(5) Withdrawals from matching contribution account (6.1): [Select
one]
X (a) Except or otherwise provided in XI. E. or G., amounts
---- allocated to a participant's matching contribution account
shall not be withdrawn prior to his termination of
service, death, or disability.
(b) In addition to any withdrawals rights provided in XI. E.
---- or G., at a participant's request, amounts allocated to
his matching contribution account may be withdrawn prior
to his termination of service, death, or disability,
subject to the following conditions: [Complete (i),
complete (ii) if daily adjustment dates have been
selected, and also complete (iii) through (ix), as
appropriate]
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(i) A participant may not request more than _____ [not
to exceed four] withdrawal(s) during a plan year.
(ii) No withdrawal shall exceed _____% of the vested
amount in the participant's matching contribution
account, determined on the date the withdrawal
request is actually processed.
(iii) The participant must have attained at least the
---- fifth anniversary of his initial participation in
the plan.
(iv) The participant cannot withdraw any matching
---- contributions that have not been in the plan for at
least 2 years unless he has attained at least the
fifth anniversary of his initial participation in
the plan.
(v) The participant cannot withdraw any matching
---- contributions that have not been in the plan for
at least 2 years.
(vi) No withdrawal shall be made in an amount less than
---- $______ [Insert amount not in excess of $1,000]
(vii) No withdrawal may be made until the participant has
---- taken all available withdrawals from the following
accounts: __________________________________________
____________________________________________________
____________________________________________________
(viii) A withdrawal may only be made if the participant
---- incurs a financial hardship. For purposes of this
paragraph, a "financial hardship" is defined as
____________________________________________________
____________________________________________________
____________________________________________________
________________________________[Specify clear,
objective criteria for determining a financial
hardship that precludes employer discretion.]
(ix) A participant who receives a withdrawal shall not
---- be eligible to contribute to the plan
____________________________
________________________________[Insert type of
contribution affected and period of suspension.]
B. Discretionary Employer contributions (2.4; 2.8):
X The Employer shall not make discretionary Employer contributions
---- to the plan.
[If the above option is selected, do not complete the
remaining questions in this item IX.B.]
The Employer may make discretionary Employer contributions to the
---- plan.
[If the above option is selected, please complete the
remaining questions in this item IX.B.]
(1) Any discretionary Employer contributions made to the plan shall
be determined as follows: [Select one and complete as
appropriate]
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____ (a) An amount out of the current or accumulated net
profit of the Employer for such year as the
Employer in its discretion shall determine.
____ (b) _____% of the net profit of the Employer for such
year plus such additional amount, if any, out of
the current or accumulated net profit of the
Employer as the Employer in its discretion shall
determine.
____ (c) An amount of the net profit of the Employer for
such year determined as follows: _____% of the
first $___________ of such net profit, plus _____%
of the next $___________ of such net profit, plus
_____% of all such net profit over $___________.
____ (d) _____% of the net profit of the Employer for such
year.
____ (e) Such amount as the Employer in its discretion shall
determine without regard to current or accumulated
net profit.
[If option (e) above is selected, do not
complete item IX.B.(2) below.]
(2) The Employer's net profit for purposes of determining the amount
of any discretionary Employer contribution to the plan shall
(1.37): [Select one]
____ (a) Exclude a return on the net worth of the Employer
of ____% of such net worth.
____ (b) Exclude $___________ from such net profit as
computed for other purposes.
____ (c) Not provide for any exclusions.
(3) Discretionary Employer contributions shall be allocated as of the
adjustment date for which such contribution was made among the
participants entitled to share therein in the manner determined
as follows (2.4): [Select one]
____ (a) The discretionary Employer contribution shall be
allocated in the same ratio that each participant's
compensation bears to the compensation for all
participants entitled to share in such
discretionary Employer contribution.
____ (b) The discretionary Employer contribution shall be
allocated as follows:
(i) If the plan is top-heavy and the minimum
allocation is required in this plan, there
shall be allocated to the account of each
participant (including for this purpose each
employee entitled to the minimum allocation
provided in Section 22.2.1 of the plan) the
amount determined by multiplying the minimum
allocation percentage times his compensation.
[If the plan is not top-heavy or the minimum
allocation is not required in this plan,
disregard paragraph (ii) below.]
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(ii) If any portion of the discretionary Employer
contribution shall remain to be allocated,
the remaining portion, not exceeding the
amount determined by multiplying the minimum
allocation percentage times the excess
compensation of participants, shall be
allocated in the ratio that each
participant's excess compensation bears to
the excess compensation for all
participants, but not in excess of 3% of
each participant's compensation. For
purposes of this paragraph (ii), in the case
of any participant who has exceeded the
cumulative permitted disparity limit
described below, such participant's total
compensation for the plan year will be taken
into account.
(iii) If any portion of the discretionary Employer
contribution shall remain to be allocated,
the remaining portion, not exceeding the
amount determined by multiplying (a) times
(b), where (a) is the profit-sharing
disparity rate and (b) is the sum of the
compensation plus the excess compensation of
participants, shall be allocated in the
ratio that the sum of each participant's
compensation plus excess compensation bears
to the sum of the compensation plus excess
compensation for all participants. For
purposes of this paragraph (iii), in the
case of any participant who has exceeded the
cumulative permitted disparity limit
described below, two times such
participant's total compensation for the
plan year will be taken into account.
(iv) If any portion of the discretionary Employer
contributions shall remain to be allocated,
the remaining portion shall be allocated in
the ratio that the compensation of each
participant bears to the compensation for
all participants.
For this purpose, the following definitions shall apply:
(a) "Compensation" shall mean compensation as defined
in Section 1.13.
(b) "Excess compensation" shall mean compensation in
excess of the integration level.
(c) "Integration level" shall mean: [Select one and
complete as appropriate]
_____ (i) The taxable wage base.
_____ (ii) $___________ [a dollar amount less
than the taxable wage base].
_____ (iii) ________% of the taxable wage base
[not to exceed 100%].
(d) "Maximum profit-sharing disparity rate" shall mean
the lesser of 5.7% (or, if greater, the percentage
equal to the portion of the rate of tax under
Section 3111(a) of the Code (as of the beginning of
the plan year) which is attributable to old-age
insurance), or the applicable percentage determined
in accordance with the following table:
-16-
17
(I) If the integration level is:
more than but not more thanthe applicable
percentage is
--------- -------------------------------
$ 0 X 5.7%
X of TWB 80% of TWB 4.3%
80% of TWB Y 5.4%
X = the greater of $10,000 or 20% of TWB
Y = any amount more than 80% of TWB but
less than 100% of TWB.
(II) If the integration level is equal to the
taxable wage base, the applicable percentage
is 5.7% (or, if greater, the percentage
equal to the portion of the rate of tax
under Section 3111(a) of the Code (as of the
beginning of the plan year) which is
attributable to old-age insurance).
(e) "Minimum allocation percentage" shall mean the
percentage specified in item XVII.B of the Adoption
Agreement.
(f) "Profit-sharing disparity rate" shall mean a
percentage equal to _____%. [Insert the desired
percentage not to exceed the maximum profit-sharing
disparity rate.] If the minimum allocation
percentage is allocated in Item IX.B.(3)(b)(i)
above, the profit-sharing disparity rate must be
reduced (but not below zero) by the minimum
allocation percentage before applying Item
IX.B.(3)(b)(iii).
(g) "Taxable wage base" or "TWB" shall mean the maximum
amount of earnings which may be considered wages
for a year under Section 3121(a)(1) of the Code as
in effect as of the first day of the plan year.
Overall permitted disparity limits.
Annual overall permitted disparity limit: Notwithstanding
the preceding paragraphs, for any plan year this plan
benefits any participant who benefits under another
qualified plan or simplified employee pension, as defined
in section 408(k) of the Code, maintained by the employer
that provides for permitted disparity (or imputes
disparity), employer contributions and forfeitures will be
allocated to the account of each participant entitled to
share therein in the ratio that such participant's total
compensation bears to the total compensation of all
participants.
Cumulative permitted disparity limit: Effective for plan
years beginning on or after January 1, 1995, the
cumulative permitted disparity limit for a participant is
35 total cumulative permitted disparity years. Total
cumulative permitted years means the number of years
credited to the participant for allocation or accrual
purposes under this plan, any other qualified plan or
simplified employee pension plan (whether or not
terminated) ever maintained by the employer. For purposes
of determining the participant's cumulative permitted
disparity limit, all years ending in the same calendar
year are treated as the same year. If the participant has
not benefited under a defined benefit or target benefit
plan for any year beginning on or after January 1, 1994,
the participant has no cumulative disparity limit.
-17-
18
____ (c) Each such participant shall receive an allocation
of $______________.
(4) In order to share in any discretionary Employer contribution made
with respect to a plan year, an employee must be a participant
during such plan year, must not have a break in service during
such plan year, and must (2.4): [Select one]
____ (a) Fulfill no additional requirements.
____ (b) Complete a year of service within the plan year.
[If this item IX.B.(4)(b) is selected, this
condition will not apply in any plan year in which
the plan is top-heavy.]
____ (c) Be in the service of the Employer on the last day
of such plan year.
____ (d) Complete a year of service within the plan year and
be in the service of the Employer on the last day
of such plan year. [If this item IX.B.(4)(d) is
selected, the condition that an employee complete a
year of service within the plan year will not apply
in any plan year in which the plan is top-heavy.]
(5) ____ The requirements of item IX.B.(4) above shall not apply
with respect to a participant who retires, including
disability retirement, or dies while in service during a
plan year.
____ The requirements of item IX.B.(4) above shall apply with
respect to a participant who retires, including disability
retirement, or dies while in service during a plan year.
If the Employer does not elect under item XII.C below to apply
forfeitures to reduce future discretionary Employer contributions,
forfeitures of discretionary Employer contributions shall be allocated
to the accounts of participants eligible to share in discretionary
Employer contributions for a plan year in the same manner as the
Employer shall elect above.
(6) Withdrawals from discretionary Employer contribution account
(6.1): [Select one]
____ (a) Except as otherwise provided in XI. E. or G., amounts
allocated to a participant's discretionary Employer
contribution account shall not be withdrawn prior to his
termination of service, death, or disability.
____ (b) In addition to any withdrawal rights provided in XI. E. or
G., at a participant's request, amounts allocated to his
discretionary Employer contribution account may be
withdrawn prior to his termination of service, death, or
disability, subject to the following conditions:
[Complete (i), complete (ii) if daily adjustment dates
have been selected, and also complete (iii) through (ix),
as appropriate]
(i) A participant may not request more than _____ [not
to exceed four] withdrawal(s) during a plan year.
(ii) No withdrawal shall exceed _____% of the vested
amount in the participant's discretionary Employer
contribution account, determined on the date the
withdrawal request is actually processed.
_____ (iii) The participant must have attained at least the
fifth anniversary of his initial participation in
the plan.
-18-
19
(iv) The participant cannot withdraw any discretionary
---- Employer contributions that have not been in the
plan for at least 2 years unless he has attained at
least the fifth anniversary of his initial
participation in the plan.
(v) The participant cannot withdraw any discretionary
---- employer contributions that have not been in the
plan for at least 2 years.
(vi) No withdrawal shall be made in an amount less than
---- $______ [Insert amount not in excess of $1,000]
(vii) No withdrawal may be made until the participant has
---- taken all available withdrawals from the following
accounts: __________________________________________
____________________________________________________
____________________________________________________
(viii) A withdrawal may only be made if the participant
---- incurs a financial hardship. For purposes of this
paragraph, a "financial hardship" is defined as
____________________________________________________
____________________________________________________
____________________________________________________
________________________________[Specify clear,
objective criteria for determining a financial
hardship that precludes employer discretion.]
(ix) A participant who receives a withdrawal shall not
---- be eligible to contribute to the plan
____________________________________________________
________________________________[Insert type of
contribution affected and period of suspension.]
X. ADJUSTMENT DATE AND METHOD
A. The separate accounts of each participant shall be adjusted on the last
day of each plan year and such other times as may be designated below
(1.4; 7; 8.1.2): [Select any additional dates desired]
(1) The last day of each month during the plan year.
----
(2) The last day of each third month during the plan year.
----
(3) The last day of each sixth month during the plan year.
----
(4) The last day of each week during the plan year.
----
X (5) On each day shares are traded on a national stock exchange,
---- except for regularly scheduled holidays of the Sponsor or
Trustee ("daily adjustment dates").
B. The separate accounts of each participant shall be adjusted as of each
adjustment date under the method designated below (7): [Select one.
Note: Item X.B.(2) below must be elected if the Employer chooses daily
adjustment dates in item X.A.(5) above.]
(1) Balance forward method.
----
(a) Payments: Prior to the allocation of net income or
loss of the trust, there shall be subtracted from
the account any payments made from the account
subsequent to the preceding adjustment date.
-19-
20
(b) Forfeitures: Prior to the allocation of net income
or loss of the trust, there shall be subtracted
from the account any amounts forfeited by the
participant pursuant to Section 5.3 or Section 23
of the plan subsequent to the preceding adjustment
date.
(c) Loans: Prior to the allocation of net income or
loss of the trust, there shall be subtracted from
the account the total amount of any loans made from
such account subsequent to the preceding adjustment
date.
(d) Elective deferrals: Prior to the allocation of net
income or loss of the trust, there shall be added
to the participant's elective deferral account
_____% [indicate a percentage not to exceed 100%]
of any elective deferrals made by the participant
subsequent to the preceding adjustment date. After
the allocation of net income or loss of the trust,
there shall be added to the participant's elective
deferral account any elective deferrals made
subsequent to the preceding adjustment date that
were not added in by the preceding sentence.
(e) Employee after-tax contributions: Prior to the
allocation of net income or loss of the trust,
there shall be added to the participant's employee
after-tax contribution account _____% [indicate a
percentage not to exceed 100%] of any employee
after-tax contributions made by the participant
subsequent to the preceding adjustment date. After
the allocation of net income or loss of the trust,
there shall be added to the participant's employee
after-tax contribution account any employee
after-tax contributions made subsequent to the
preceding adjustment date that were not added in by
the preceding sentence.
(f) Employer contributions:
(i) Prior to the allocation of net income or
loss of the trust, there shall be added to
the participant's matching contribution
account _____% [indicate a percentage not to
exceed 100%] of the Employer matching
contributions made on the participant's
behalf subsequent to the preceding
adjustment date. After the allocation of
net income or loss of the trust, there shall
be added to the participant's matching
contribution account any Employer matching
contributions made on the participant's
behalf subsequent to the preceding
adjustment date that were not added in by
the preceding sentence.
(ii) Prior to the allocation of net income or
loss of the trust, there shall be added to
the participant's discretionary Employer
contribution account _____% [indicate a
percentage not to exceed 100%] of the
discretionary Employer contributions made on
the participant's behalf subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's discretionary Employer
contribution account any discretionary
Employer contributions made on the
participant's behalf subsequent to the
preceding adjustment date that were not
added in by the preceding sentence.
(iii) Prior to the allocation of net income or
loss of the trust, there shall be added to
the participant's qualified matching
contribution account _____% [indicate a
percentage not to exceed 100%] of the
Employer
-20-
21
qualified matching contributions made on the
participant's behalf subsequent to the
preceding adjustment date. After the
allocation of net income or loss of the
trust, there shall be added to the
participant's qualified matching
contribution account any Employer qualified
matching contributions made on the
participant's behalf subsequent to the
preceding adjustment date that were not
added in by the preceding sentence.
(iv) Prior to the allocation of net income or
loss of the trust, there shall be added to
the participant's qualified non-elective
contribution account _____% [indicate a
percentage not to exceed 100%] of the
Employer qualified non-elective
contributions made on the participant's
behalf subsequent to the preceding
adjustment date. After the allocation of
net income or loss of the trust, there shall
be added to the participant's qualified
non-elective contribution account any
Employer qualified non-elective
contributions made on the participant's
behalf subsequent to the preceding
adjustment date that were not added in by
the preceding sentence.
(g) Loan repayments: Prior to the allocation of net
income or loss of the trust, there shall be added
to the participant's account _______% [indicate a
percentage not to exceed 100%] of any loan
repayments, including interest, made by the
participant subsequent to the preceding adjustment
date. After the allocation of net income or loss
of the trust, there shall be added to the
participant's account any loan repayments,
including interest, made by the participant
subsequent to the preceding adjustment date that
were not added in the preceding sentence.
(h) Employee rollovers: Prior to the allocation of net
income or loss of the trust, there shall be added
to the participant's rollover account _______%
[indicate a percentage not to exceed 100%] of any
rollover contributions made subsequent to the
preceding adjustment date. After the allocation of
net income or loss of the trust, there shall be
added to the participant's rollover account any
rollover contribution made subsequent to the
preceding adjustment date that were not added in by
the preceding sentence.
(i) Direct transfers: Prior to the allocation of the
net income or loss of the trust, there shall be
added to the participant's direct transfer account
_______% [indicate a percentage not to exceed 100%]
of any amounts transferred to the plan on behalf of
the participant pursuant to Section 18 of the plan
subsequent to the preceding adjustment date. After
the allocation of net income or loss of the trust,
there shall be added to the participant's direct
transfer account any amounts directly transferred
to the plan on behalf of the participant subsequent
to the preceding adjustment date that were not
added in by the preceding sentence.
(j) Reallocation of forfeitures: After the allocation
of net income or loss of the trust, there shall be
added to the participant's matching contribution
account and/or discretionary Employer contribution
account, as applicable, any forfeitures derived
from matching contributions and/or discretionary
Employer contributions in the manner prescribed by
Section 5.3 or Section 23 of the plan.
-21-
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(k) Net income or loss: There shall be credited or
debited to each separate account that portion of
the net income or net loss of the trust since the
last preceding adjustment date which the basic
credit as of the last preceding adjustment date, as
adjusted in the manner prescribed in the above
paragraphs, bears to the total of all the basic
credits as of such preceding adjustment date, as so
adjusted. The net income or net loss of the trust
shall be ascertained by the Trustee and shall mean
the profits and income actually realized and
received, less the losses and expenses actually
incurred and paid, plus any net increase or minus
any net decrease in the fair market value of the
assets of the trust not actually realized and
received or incurred and paid. Net income or net
loss shall not include elective deferrals,
qualified non-elective contributions, employee
after-tax contributions, matching contributions,
qualified matching contributions, or discretionary
Employer contributions. In ascertaining such
value, the expense of liquidation shall not be
taken in account. "Basic credit as of the last
preceding adjustment date" shall be such credit
after the adjustments described in the above
paragraphs have been made. Any qualified
non-elective contributions, matching contributions,
qualified matching contributions, or discretionary
Employer contributions made after the close of a
plan year, but allocated to a participant's account
as of the last day of such prior plan year, shall
be considered part of the basic credit, as of the
adjustment date immediately preceding the date such
contributions are actually made. For purposes of
this paragraph, to the extent a participant's
account shall be invested in a group annuity
contract or guaranteed investment contract issued
by a legal reserve life insurance company, such
contracts shall be valued using an estimated daily
earnings rate, if accurate earnings are not
otherwise available to the Committee. The
determination of net income or net loss to be
allocated to the separate accounts of a participant
shall be further subject to the requirements of
Section 8 of the plan to the extent such accounts
are subject to the participant's investment
direction.
(l) Employee buyback: After the allocation of net
income or loss of the trust, there shall be added
to the participant's account any amounts repaid by
the participant in order to restore his account
pursuant to Section 5.3 of the plan.
(m) Transfer of investment: Any change in the
investment direction by the participant shall
become effective on each adjustment date after all
adjustments above have been made. There shall be
added or subtracted any amounts transferred from
one investment fund to another.
X (2) Unit adjustment method. [This option must be elected if
----- the Employer chooses daily adjustment dates in item
X.A.(5) above.]
The value of each participant's account shall be converted
to units or shares. Thereafter, when the participant's
account is credited with an allocation of any employee
and/or Employer contributions, direct transfers from
another qualified plan, rollover contributions, principal
and interest payments on any loans made to the
participant, and/or reallocated forfeitures in accordance
with the terms of the plan, the value of such allocation
shall be used to purchase units or shares and added to
such participant's account. When any distributions,
participant loans, withdrawals, transfers between
investment funds, and/or administrative fees are charged
against the participant's account in accordance with the
terms of the plan, the number of units or
-22-
23
shares equal in value to the amount paid from the
participant's account shall be deducted from the
outstanding units or shares.
XI. DISTRIBUTIONS TO PARTICIPANTS
A. Normal retirement age shall mean the date a participant (1.38; 3.1):
[Select one and complete as appropriate]
X (1) Attains age 65 [not to exceed 65].
----
(2) Attains age _____ [not to exceed 65] or the _____ [not to
---- exceed fifth] anniversary of the first day of the plan
year in which the participant commenced his participation
in the plan.
B. Early retirement (3.2): [Select one]
X (1) Early retirement shall not be applicable under the plan.
----
(2) A participant may elect to retire prior to his normal
---- retirement date as of the first day of any calendar month
following his: [Select one and complete as appropriate]
(a) Attainment of age _____.
----
(b) Completion of _____ years of service.
----
(c) Attainment of age _____ and completion of
---- _____ years of service.
C. Distributions to terminated participants (3.6):
A participant who terminates service before he is eligible to retire may
elect to have his vested accrued benefit valued as of the adjustment
date specified below (the "termination adjustment date") and distributed
as soon as practicable thereafter: [Select one]
(1) The adjustment date coincident with or next following the
---- termination of service of the participant.
(2) The adjustment date coincident with the close of the plan
---- year in which the participant incurs a one year break in
service.
(3) The adjustment date coincident with the close of the plan
---- year in which the participant incurs five consecutive one
year breaks in service.
(4) The adjustment date coincident with or next following the
---- normal retirement date of the participant.
(5) The adjustment date next preceding the termination of the
---- participant; provided that such participant's vested
accrued benefit shall include any elective deferrals and
employee after-tax contributions made and attributable to
the period after such adjustment date and allocable to the
participant's account, but shall not include any earnings
or losses thereon after such adjustment date.
[Note: If option (5) above is elected and the
participant is entitled to an allocation of
qualified non- elective contributions, matching
-23-
24
contributions, qualified matching contributions, or
discretionary Employer contributions under the plan
for any period after his termination adjustment
date, an additional distribution of the vested
portion of any such contribution shall be made to
the participant as soon as practicable after the
adjustment date as of which such contributions are
made.]
X (6) The adjustment date the distribution is actually processed.
---- [This item must be selected if daily adjustment dates have
been elected.]
[Note: A prior plan cannot be amended to eliminate or reduce an
existing optional form of benefit, including payment schedule,
time of commencement, and medium of distribution.]
D. Segregation of terminated participant's vested benefit (3.6.3):
[Select one]
[Complete this item XI.D only if a participant is not permitted to
direct the investment of his entire account.]
X (1) The Trustee shall not segregate for investment purposes
---- that portion of the terminated participant's vested
accrued benefit which is not credited to his directed
separate accounts (as defined in Section 8.1).
(2) The Trustee shall segregate for investment purposes that
---- portion of the terminated participant's vested accrued
benefit which is not credited to his directed separate
accounts (as defined in Section 8.1). The segregated
portion shall be held in a deferred payment account
pursuant to Section 3.6.3.
E. Distributions on or after attainment of age 59 1/2 (6.4):
[If you select this option a participant may withdraw all or any portion
of his account on or after attaining age 59 1/2, regardless of whether
he is still in service.]
X If this option is selected, a participant may withdraw all or any
---- portion of the following separate accounts which are a part of
his entire account on or after attainment of age 59 1/2, provided
that a participant may not request more than one [not to exceed
four] withdrawals during a plan year.[Select one or more ]
(a) the discretionary Employer contribution account;
----
(b) the mandatory contribution account;
----
X (c) the elective deferral account;
----
(d) the qualified non-elective contribution account;
----
(e) the employee after-tax contribution account;
----
X (f) the matching contribution account;
----
(g) the qualified matching contribution account;
----
X (h) the rollover account; and
----
-24-
25
(i) the direct transfer account.
----
F. Determination of life expectancies for minimum distributions (4.4):
Required minimum distributions under Section 4.4 will be determined
based on the life expectancy of: [Select one]
X (1) The participant only.
----
(2) The participant and his or her designated beneficiary.
----
G. Hardship withdrawals (6.5): [Select one]
(1) Hardship distributions shall not be permitted under the
---- plan.
X (2) Hardship distributions shall be permitted under the plan.
---- Hardship distributions shall be available from the vested
portion of the following accounts of the participant:
[Select one]
(a) All of his accounts (other than his qualified
---- matching contribution account and his qualified
non-elective contribution account);
(b) His elective deferral account only (excluding
---- earnings credited as of any plan year ending after
July 1, 1989);
X (c) The elective deferrals credited to his elective
---- deferral account only (excluding all earnings).
H. Mode of distribution (4.1):
All distributions pursuant to Section 4.1.1 of the plan shall be made in
accordance with one of the following optional forms of payment. [Select
one or more]
(1) Term certain as described in 4.1.1(i).
----
X (2) Lump sum as described in 4.1.1(ii).
----
See addendum for protected payout installment option.
XII. VESTING OF MATCHING AND DISCRETIONARY EMPLOYER CONTRIBUTIONS
A. Vesting schedule (2.3.4; 2.4; 5.1; 5.2):
The nonforfeitable percentage of each participant in his matching
contribution account and discretionary Employer contribution account
shall be determined according to the following schedule: [Select one]
(1) 100% vesting after _____ [not to exceed 5] years of
---- service.
-25-
26
(2) Number of Years Vesting
---- of Service Percentage
----------------- ----------
Less than 1
----
1
----
2
----
3 (at least 20%)
----
4 (at least 40%)
----
5 (at least 60%)
----
6 (at least 80%)
----
7 or more
----
X (3) Immediate 100% vesting.
----
B. Years of service counted for vesting purposes (1.62; 5.2):
All years of service with the Employer shall be counted to determine the
vested percentage of the participant's accrued benefit derived from
matching contributions and discretionary Employer contributions except:
[Select the desired exclusions, if any]:
X (1) No exclusions.
----
(2) Years of service before age _____ [not to exceed age 18].
----
(3) Years of service during a period for which the participant
---- made no mandatory contributions, if required under a prior
plan.
(4) Years of service before the Employer maintained this plan.
----
(5) Years of service before January 1, 1971, unless the
---- employee has had at least three years of service after
December 31, 1970.
(6) Years of service before the effective date of ERISA, if
---- such service would have been disregarded under the break
in service rules of a prior plan in effect from time to
time before such date. For this purpose, the break in
service rules are rules which result in the loss of prior
vesting or benefit accruals, or which deny an employee
eligibility to participate, by reason of separation or
failure to complete a required period of service within a
specified period of time.
(7) Years of service before a participant's one year break in
---- service, provided that the participant shall be credited
with such years of service upon his completion of a year
of service following his date of reemployment.
C. Allocation of forfeitures of matching contributions and discretionary
Employer contributions (5.3): [Select one]
[Note: Forfeitures of excess aggregate contributions shall be treated in
the same manner as elected in this item XII.C with respect to
forfeitures of matching contributions, except that if such forfeitures
are reallocated, they shall only be reallocated among the accounts of
non-highly compensated participants.]
(1) All forfeitures of matching contributions shall be
---- reallocated to the matching contribution account of each
participant eligible to share in matching contributions
for
-26-
27
the plan year in which the forfeiture occurs in the same
proportion that the matching contributions allocated to
the participant's matching contribution account bears to
the matching contributions allocated to the matching
contribution accounts of all participants eligible to
share in such matching contributions for such plan year.
All forfeitures of discretionary Employer contributions
under the plan shall be reallocated to the discretionary
Employer contribution account of all participants who are
entitled to share in such discretionary Employer
contributions for the plan year in which the forfeiture
occurs in the same proportion that the discretionary
Employer contributions allocated under the plan for such
plan year (or would have been allocated if a contribution
had been made).
(2) All forfeitures of matching contributions and
---- discretionary Employer contributions under the plan shall
be allocated to a participant's discretionary Employer
contribution account in the same ratio that each
participant's compensation bears to the compensation for
all participants entitled to share in the discretionary
Employer contributions.
(3) All forfeitures of matching contributions and
---- discretionary Employer contributions under the plan shall
be applied to reduce future matching and discretionary
Employer contributions, if any.
(4) All forfeitures of matching contributions under the plan
---- shall be applied to reduce future matching contributions,
if any. All forfeitures of discretionary Employer
contributions under the plan shall be reallocated among
all participants who are entitled to share in such
discretionary Employer contributions for the plan year in
which the forfeiture occurs in the same manner as
discretionary Employer contributions are allocated under
the plan for such plan year (or would have been allocated
if a contribution had been made).
XIII. PARTICIPANT LOANS
A. Permissibility of participant loans (6.4): [Select one]
X Loans to participants or beneficiaries shall not be permitted
---- under the plan.
[If the above option is selected, do not complete the
remaining question in this item XIII.]
Loans to participants or beneficiaries (but not owner-employees
---- or shareholder-employees of S corporations) shall be permitted
under the plan.
[If the above option is selected, please complete the
remainder of this item XIII as applicable.]
B. Amount of participant loans:
The minimum amount of a participant loan that may be obtained under the
plan shall be: [Select one]
(1) $500
----
(2) $1,000.
----
C. Sources of participant loans:
-27-
28
The principal amount of a participant loan may be obtained from the
vested portion of the following accounts of the participant: [Select
one]
____ (1) His entire account (other than his deductible contribution
account).
____ (2) His elective deferral account only.
____ (3) The following separate accounts which are a part of his
entire account: [Select one or more]
____ (a) the discretionary Employer contribution account;
____ (b) the mandatory contribution account;
____ (c) the elective deferral account;
____ (d) the qualified non-elective contribution account;
____ (e) the employee after-tax contribution account;
____ (f) the matching contribution account;
____ (g) the qualified matching contribution account;
____ (h) the rollover account; and
____ (i) the direct transfer account.
D. Loans from separate accounts invested in Employer stock: [Select one]
____ (1) Notwithstanding the above, amounts allocated to a
participant's separate account that are required to be
invested or reinvested in Employer stock shall not be sold
or applied to fund the principal amount of a participant
loan under the plan.
____ (2) Amounts allocated to a participant's separate account that
are required to be invested or reinvested in Employer
stock may be sold or applied to fund the principal amount
of a participant loan under the plan.
XIV. PARTICIPANT DIRECTED INVESTMENTS
A. Permissibility of participant directed investments (8.1): [Select one.
If option (3) is selected, complete option (3) as instructed.]
____ (1) Each participant shall not be permitted to direct the
investment or reinvestment of any portion of his account.
[If the above option is selected, do not complete the
remaining questions in this item XIV.]
____ (2) Each participant shall be permitted to direct the
investment and reinvestment of his entire account among
the directed investment funds, including, if elected by
the Employer in item XV below, the Employer stock fund.
-28-
29
[If the above option is selected, please complete the
remaining questions in this item XIV. See item XV below
for an election to permit directed investments in Employer
stock.]
X (3) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts, which are a part of his
entire account, among the directed investment funds,
including, if elected by the Employer in item XV below,
the Employer stock fund: [Select one or more as desired]
(a) the discretionary Employer contribution account;
----
(b) the deductible contribution account;
----
(c) the mandatory contribution account;
----
X (d) the elective deferral account;
----
(e) the qualified non-elective contribution account;
----
(f) the employee after-tax contribution account;
----
(g) the matching contribution account;
----
(h) the qualified matching contribution account;
----
X (i) the rollover account; and
----
(j) the direct transfer account.
----
[If the above option is selected, please complete the
remaining questions in this item XIV. See item XV below
for an election to permit directed investments in Employer
stock.]
B. Direction by terminated participants and beneficiaries (3.6.3; 8.1):
[Select one]
(1) Following a participant's termination of service for any
---- reason, such participant or his beneficiary shall not be
entitled to continue to direct the investment of the
participant's directed separate accounts. If the
participant's vested accrued benefit will be held under
the plan for future payment to him or his beneficiary
pursuant to Section 3.6.3, Section 4.1, or Section 4.2,
the amounts credited to the participant's directed
separate accounts will be transferred as of the adjustment
date coincident with or next following the date of his
termination of service to the most conservative directed
investment fund as designated by the Committee.
X (2) Following a participant's termination of service for any
---- reason, such participant or his beneficiary shall be
entitled to continue to direct the investment of the
participant's directed separate accounts until the
participant's benefit is paid to him or his beneficiary in
full as provided in Section 3.6.3, Section 4.1, or Section
4.2.
C. Allocation among investment funds (8.1.3; 8.1.4):
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Each participant shall be permitted to direct the investment of future
contributions allocated to his directed separate accounts among the
available directed investment funds in multiples of the following
percentage: [Select one and complete, if necessary]
(1) 10%
----
(2) 25%
----
X (3) 5% [Insert any whole percentage that divides evenly into
---- 100]
Each participant shall be permitted to reallocate the amounts credited
to his directed separate accounts among the available directed
investment funds as follows: [Select one or more and complete as
appropriate]
X (1) In multiples of the following percentage:
----
(a) 10%
----
(b) 25%
----
(c) 5% [Insert any whole percentage that divides
---- evenly into 100].
(2) In units.
----
(3) In dollars.
----
D. Frequency of investment directions (8.1.3; 8.1.4):
Each participant shall be permitted to change his direction of the
future contributions allocated to his directed separate accounts or to
reallocate the amounts credited to his directed separate accounts among
the available directed investment funds as of the following adjustment
dates: [Select one. Note: The dates selected under this item XIV.D
should coincide with the adjustment date(s) selected in item X.A above.
Participants should not be permitted to give investment directions more
frequently than the adjustment dates selected for the plan.]
X (1) Each day during the plan year.
----
[Note: Item XV.D.(1) above should not be elected unless
daily adjustment dates have been elected.]
(2) The last day of each month during the plan year.
----
(3) The last day of each third month during the plan year.
----
(4) The last day of each sixth month during the plan year.
----
(5) The last day of each week during the plan year.
----
(6) The last day of each plan year.
----
(7) Other:
---- ---------------------------------------------------
----------------------------------------------------------
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XV. INVESTMENTS IN EMPLOYER STOCK
A. Permissibility of investments in Employer stock (1.26; 9; 20).
[Select one]
(1) The Trustee shall not be authorized to invest plan assets
---- in Employer stock.
[If the above option is selected, do not complete
the remaining questions in this item XV.]
(2) The Committee shall be authorized to direct the Trustee to
---- invest and reinvest plan assets in shares of Employer
stock as a general investment of the trust in accordance
with Section 20.
[Note: This option should be selected if the Employer
does not intend to make matching contributions and/or
discretionary Employer contributions to the plan in shares
of Employer stock and participants are not permitted to
direct the investment of any portion of their accounts
(i.e., if item XIV.A.(1) above was selected).]
[If the above option is selected, do not complete
the remaining questions in this item XV.]
X (3) The Committee shall be authorized to direct the Trustee to
---- establish an Employer stock fund (as described in Section
9.1) for the purpose of receiving and holding any shares
of Employer stock contributed to the plan as matching
contributions and/or discretionary Employer contributions.
[Note: This option should be selected if the Employer
intends to make matching contributions and/or
discretionary Employer contributions to the plan in shares
of Employer stock.]
If this option (3) is selected and participants are permitted to direct
the investment of any portion of their accounts among the other directed
investment funds (i.e., if either item XIV.A.(2) or item XIV.A.(3) above
was selected), select one of the following additional options :
(A) Each participant shall not be permitted to direct the
---- investment or reinvestment of any portion of his account
in the Employer stock fund.
(B) Each participant shall be permitted to direct the
---- investment and reinvestment of his entire account in the
Employer stock fund.
X (C) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts which are a part of his entire
account in the Employer stock fund: [Select one or more
as desired]
(a) the discretionary Employer contribution account;
----
(b) the deductible contribution account;
----
(c) the mandatory contribution account;
----
X (d) the elective deferral account;
----
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(e) the qualified non-elective contribution account;
----
(f) the employee after-tax contribution account;
----
(g) the matching contribution account;
----
(h) the qualified matching contribution account;
----
X (i) the rollover account; and
----
(j) the direct transfer account.
----
[If item XV.A.(3) is selected, please complete the
remaining questions in this item XV.]
(4) The Committee shall be authorized to direct the Trustee to
---- establish an Employer stock fund (as described in Section
9.1) for the purpose of allowing participants to direct
the investment or reinvestment of all or a portion of
their accounts in Employer stock as designated below.
[Note: This option should be selected if the Employer
does not intend to make matching contributions and/or
discretionary Employer contributions to the plan in shares
of Employer stock, but wants to permit participants to
invest and reinvest all or a portion of their accounts in
Employer stock.]
If this item XV.A.(4) is selected, select one of the following
additional options:
(A) Each participant shall be permitted to direct the
---- investment or reinvestment of his entire account in the
Employer stock fund.
(B) Each participant shall be permitted to direct the
---- investment and reinvestment of one or more of the
following separate accounts which are a part of his entire
account in the Employer stock fund: [Select one or more
as desired]
(a) the discretionary Employer contribution account;
----
(b) the deductible contribution account;
----
(c) the mandatory contribution account;
----
(d) the elective deferral account;
----
(e) the qualified non-elective contribution account;
----
(f) the employee after-tax contribution account;
----
(g) the matching contribution account;
----
(h) the qualified matching contribution account;
----
(i) the rollover account; and
----
(j) the direct transfer account.
----
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33
[If this item XV.A.(4) is selected, please complete the
remaining questions in this item XV.]
B. Medium of payment (4.8).
To the extent amounts allocated to a participant's separate account are
invested in Employer stock, the distribution of such amounts shall be
made in: [Select one]
(1) Cash.
----
(2) Shares of Employer stock.
----
X (3) Cash or shares of Employer stock, as elected by the
---- participant or beneficiary.
[If item XV.B.(1) is selected, please proceed to item
XV.D. Do not complete item XV.C.]
C. Right of first refusal (9.3): [Select one]
X (1) Any participant who receives a distribution of Employer
---- stock under the plan and desires to dispose of such
Employer stock shall not be required to first offer to
sell such Employer stock to the Employer.
(2) Any participant who receives a distribution of Employer
---- stock under the plan and desires to dispose of such
Employer stock shall be required to first offer to sell
such Employer stock to the Employer.
D. Voting of Employer stock (9.4).
(1) Readily tradable Employer stock (9.4.1): [Select one]
[Complete this item XV.D.(1) only if the Employer stock held by
the Trustee is readily tradable on an established market. If it
is not readily tradable, please proceed to item XV.D.(2). See
Section 9.4.1 for a definition of "readily tradable on an
established market."]
(a) Each participant or his beneficiaries shall not be
---- entitled to direct the Trustee as to the manner in which
shares of Employer stock allocated to the participant's
separate accounts shall be voted with respect to any
corporate matter that involves voting the Employer stock
allocated to the participant's separate accounts.
X (b) Each participant or his beneficiaries shall be entitled to
---- direct the Trustee as to the manner in which shares of
Employer stock allocated to the participant's separate
accounts shall be voted with respect to any corporate
matter that involves voting the Employer stock allocated
to the participant's separate accounts.
[Note: It may be advisable to amend this item XV.D if the
Employer stock allocated to a participant's separate accounts
should become not readily tradable in the future.]
(2) Not readily tradable Employer stock (9.4.2): [Select one]
[Complete this item XV.E.(2) only if the Employer stock held by
the Trustee is not readily tradable on an established market.]
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(a) Each participant or his beneficiaries shall not be
---- entitled to direct the Trustee as to the manner in which
shares of Employer stock allocated to the participant's
separate accounts shall be voted with respect to any
corporate matter that involves voting the Employer stock
allocated to the participant's separate accounts.
(b) Each participant or his beneficiaries shall be entitled to
---- direct the Trustee as to the manner in which shares of
Employer stock allocated to the participant's separate
accounts shall be voted with respect to any corporate
matter that involves voting the Employer stock allocated
to the participant's separate accounts.
(c) Each participant or his beneficiaries shall be entitled to
---- direct the Trustee as to the manner in which shares of
Employer stock allocated to the participant's separate
accounts shall be voted with respect to any corporate
matter involving the approval or disapproval of any
corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, or sale of
substantially all of the assets of the Employer's trade or
business.
[Note: It may be advisable to amend this item XV.D if the
Employer stock allocated to a participant's separate accounts
should become readily tradable in the future.]
XVI. ROLLOVERS
A. Permissibility of rollovers to the plan (19.1): [Select one]
Rollovers to the plan shall not be permitted.
----
[If the above option is selected, do not complete the
remaining question in this item XVI.]
X Rollovers to the plan shall be permitted by the individuals
---- designated in item XVI.B below.
[If the above option is selected, please complete item
XVI.B.]
See addendum for limits on rollovers.
B. Persons eligible to make rollovers to the plan (19.1): [Select one.]
X All employees eligible to participate in the plan under Item IV.A,
---- including employees who have not completed the participation
requirements under the plan.
All participants.
----
C. Withdrawals from rollover account: [Select one or more]
(a) Except as provided in XI. E. or G., amounts allocated to a
---- participant's rollover account shall not be withdrawn
prior to his termination of service, death, or disability.
X (b) In addition to any withdrawal rights provided in XI. E. or
---- G., at a participant's request, amounts allocated to his
rollover contribution account may be withdrawn prior to
his termination of service, death, or disability, subject
to the following conditions:
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[Complete (i); complete (ii) if daily adjustment dates
have been selected; also complete III through V as
appropriate]
(i) A participant may not request more than 1 [not
to exceed four] withdrawal(s) during a plan year.
(ii) No withdrawal shall exceed 100 % of the amount in
the participant's rollover contribution account,
determined on the date the withdrawal request is
actually processed.
(iii) No withdrawal shall be made in an amount less than
---- $______ [Insert amount not in excess of $1,000.}
(iv) No withdrawal may be made until the participant has
---- taken all available withdrawals from the following
accounts: __________________________________________
____________________________________________________
____________________________________________________
X (v) A withdrawal may only be made if the participant
---- incurs a financial hardship. For purposes of this
paragraph, a "financial hardship" is defined as a
hardship within the meaning of Section 6.5.2 of the
plan. [Specify clear, objective criteria for
determining a financial hardship that precludes
employer discretion.]
XVII. TOP-HEAVY PROVISIONS
A. Top-heavy ratio (22.1.7):
For purposes of establishing present value to compute the top-heavy
ratio, any benefit shall be discounted only for interest and mortality
based on the following: [Complete both]
(1) Interest rate: 6 %
(2) Mortality table: PBGC I for males, PBGC II for females
B. Minimum top-heavy allocations (22.2.1):
For purposes of minimum top-heavy allocations, contributions and
forfeitures equal to 3 % of each non-key employee's compensation will
be allocated to the employee's account when the plan is top-heavy.
[Insert a percentage that is not less than 3%; provided that "0"
may be inserted if the minimum allocation will be provided to
participants under any other plan or plans of the Employer. If
permitted pursuant to Section 22.2.1 of the plan, such percentage
shall in no event exceed the largest percentage of Employer
contributions and forfeitures allocated on behalf of any key
employee. Neither elective deferrals nor matching contributions
may be taken into account for the purpose of satisfying the
minimum top-heavy allocation requirement. The Employer may
attach additional provisions as necessary to satisfy Section 416
of the Code because of the required aggregation of multiple
plans.]
C. Top-heavy vesting schedule (22.2.2):
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[Complete this question if option (3) of item XII.A is not selected and
either (a) option (1) of item XII.A is selected and the number of years
of service is greater than three, or (b) option (2) of item XII.A is
selected and the vested percentage for any year under such option is
less than the vested percentage for the same year under option (2) of
this item.]
The nonforfeitable percentage of each participant in his accrued benefit
attributable to matching contributions and discretionary Employer
contributions for any top-heavy plan year shall be determined as
follows: [Select one]
(1) 100% vesting after _____ [not to exceed 3] years of
---- service.
(2) Number of Years Vesting
---- of Service Percentage
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
XVIII. MAXIMUM ALLOCATIONS
A. Correction of excess allocations (23.1.4; 23.2.6):
If, as a result of the allocation of forfeitures, a reasonable error in
estimating a participant's compensation, a reasonable error in
determining the amount of elective deferrals that may be made by a
participant under the limitations of Section 23 of the plan, or other
limited facts and circumstances, the maximum permissible amount would be
exceeded for any limitation year, such excess amount with respect to a
participant for such limitation year shall be disposed of in the
following order:
(1) Any employee after-tax contributions (and any gains attributable
thereto) to the extent of such excess shall be returned to the
participant.
(2) If further reductions are necessary, any elective deferrals to
the extent of such excess shall be returned to the participant.
(3) If further reductions are necessary, then the Committee shall
reduce the excess amount in the following manner: [Select one]
X (a) First, such participant's share of the discretionary
---- Employer contributions, then his share of the
matching contributions, and finally, his share of
any forfeitures for the limitation year shall be
reduced in that order to the extent of such
remaining excess. Such excess amount shall be
credited to a separate special account for the
participant designated as a "suspense account," and
shall be applied in the next limitation year (and
succeeding limitation years if necessary) to reduce
matching contributions and discretionary Employer
contributions for the participant, provided he is
covered under the plan as of the adjustment date
such matching contributions or discretionary
Employer contributions are allocated. If the
participant is not covered under the plan at such
time, the balance of the suspense account shall be
reallocated among the remaining participants in the
ratio which each of such participant's compensation
during the limitation year in question bears to the
aggregate
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compensation of all such participants during such
limitation year, and before any employee after-tax
contribution, elective deferrals, qualified
non-elective contributions, matching contributions,
qualified matching contributions, or discretionary
Employer contributions for such limitation year are
allocated.
The suspense account shall be adjusted annually for
additions thereto and distributions therefrom, but
not for any net income or net loss attributable
thereto. In the event the plan is terminated, any
balance in the suspense account shall be returned
to the Employer.
(b) First, such participant's share of the
---- discretionary Employer contributions, then his
share of the matching contributions, and finally,
his share of any forfeitures for the limitation
year shall be reduced in that order to the extent
of such remaining excess. The amount of the
reduction shall be reallocated among the remaining
participants in the ratio which each of such
participant's compensation during the limitation
year in question bears to the aggregate
compensation of all such participants during such
limitation year and before any employee after-tax
contributions, elective deferrals, qualified
non-elective contributions, matching contributions,
qualified matching contributions, or discretionary
Employer contributions for such limitation year are
allocated. If all of the amount of such reduction
cannot be reallocated without causing the account
of each other participant to exceed the maximum
permissible amount, then such remaining amount
shall be credited to a suspense account.
The suspense account shall contain the excess
amounts of Employer contributions and forfeitures
from all limitation years. Such excess amounts
shall be allocated for each succeeding limitation
year among the accounts of participants in the
ratio which each of such participant's compensation
for the limitation year in question bears to the
aggregate compensation of all such participants
during such limitation year and before any employee
after- tax contributions, elective deferrals,
qualified non-elective contributions, matching
contributions, qualified matching contributions, or
discretionary Employer contributions for such year
are allocated. The suspense account shall be
adjusted annually for additions thereto and
distributions therefrom, but not for any net income
or net loss attributable thereto. In the event the
plan is terminated, any balance in the suspense
account shall be returned to the Employer.
Notwithstanding anything above or in the plan to the contrary, if all or
part of a participant's elective deferrals or employee after- tax
contributions are distributed to the participant pursuant to the
provisions of Section 23 of the plan, the matching contribution made
with respect to such elective deferrals or employee after-tax
contributions, adjusted for income and losses allocable thereto, shall
be forfeited by the participant on or before the March 15 next following
the end of the plan year for which the matching contribution was made.
The income and losses allocable to the forfeited matching contributions
for the plan year shall be determined in the same manner as income and
losses allocable to excess aggregate contribution are determined
pursuant to Section 2.3.6. Forfeitures of matching contributions
(including income and losses allocable thereto) shall be applied in the
current or next succeeding plan year in the same manner as elected by
the Employer in item XII.C of this Adoption Agreement.
B. Limits for multiple plans:
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38
If the Employer maintains another qualified defined contribution plan,
other than a regional prototype plan: [Select one]
X (1) The provisions of Section 23.2.1 through 23.2.6 will apply
---- as if the other plan were a regional prototype plan.
(2) [Provide the method under which the plans will limit total
---- annual additions to the maximum permissible amount, and
will properly reduce any excess amounts, in a manner that
precludes Employer discretion].
C. If the participant is or has ever been a participant in a defined
benefit plan maintained by the Employer: [Insert provision which
satisfies 1.0 limitation of Section 415(e) of the Code. See Treasury
Regulation Section 1.415-1 for guidance.]
If the sum of the defined benefit fraction and the defined contribution
fraction shall exceed 1.0 in any limitation year for any participant in
this plan, the Employer shall adjust the numerator of the defined
benefit fraction so that the sum of the defined benefit fraction and the
defined contribution fraction shall not be in excess of 1.0 in any year
for such participant in accordance with the provisions set forth in the
defined benefit plan.
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39
XIX. SUBSTITUTE TRUST OR CUSTODIAL ACCOUNT AGREEMENT (20.7)
[Complete this Item XIX only if you are adopting a separate trust
or custodial account agreement that overrides the trust
provisions of Section 20 of the plan.]
X The attached trust or custodial agreement overrides the
---- trust provisions of Section 20 of the plan.
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IN WITNESS WHEREOF, this Agreement has been executed by the
parties hereto on the day of 19
------- --------------------------------, ------.
PLEXUS CORP.
-------------------------------------------
Name of Employer
By:
---------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:
------------------------------------
[Corporate Seal]
Name of Trustee(s)
By:
----------------------------------------
Individual/Authorized Officer
Attest:
------------------------------------
[Corporate Seal]
NOTE: The Employer may not rely on the notification letter
issued by the National or District Office of Internal Revenue Service as
evidence that this plan is qualified under Section 401 of the Code. In order
to obtain reliance with respect to plan qualification, the Employer must apply
to the appropriate Key District Office for a determination letter.
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41
The plan is adopted by the following affiliated employers:
-------------------------------------
Name of Affiliated Employer
By:
-------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:
------------------------------------
[Corporate Seal]
------------------------------------
Name of Affiliated Employer
By:
------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:
------------------------------------
[Corporate Seal]
------------------------------------
Name of Affiliated Employer
By:
------------------------------------
President, Partner, or Sole Proprietor
Attest/Witness:
-----------------------------------
[Corporate Seal]
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