EXHIBIT 4.2
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552A
The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: XXXXXXX CABLE SYSTEMS, INC.
Address: 0000 XXXXXXXXXXXX XXXXXX
XXXXX XXXXXXX, XX 00000
B. Employer is a (X) corporation; ( ) S Corporation; ( ) partnership; ( )
sole proprietor; ( ) other: [....]
C. Employer's Tax ID Number: 00-0000000
D. Employer's fiscal year: JANUARY 1 - DECEMBER 31
E. Plan Name: XXXXXXX CABLE SYSTEMS, INC. 401(K) PLAN
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan, enter the
original Effective Date JULY 1, 1985. The effective date of this
amended Plan is JULY 1, 1997.
G. The Trustee shall be: (X) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. The first Plan Year shall be [...] through [....]. Thereafter, the
Plan Year shall mean the 12-consecutive-month period commencing on
JANUARY 1 and ending on DECEMBER 31.
I. Service with the following predecessor employer(s):
shall be credited for purposes of: [ ] eligibility; [ ] vesting.
Note: Such Service must be credited if the adopting Employer maintains
the plan of the predecessor employer.
J. The following employer(s) aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall be
Participating Employers in the Plan: BARON WIRE & CABLE CORP., AND THE
DEKALB WORKS COMPANY (KNOWN AS XXXXXXX ELECTRICAL WORKS COMPANY PRIOR
TO JANUARY 19, 1996). PRIOR TO JULY 1, 1995, THE EMPLOYEES OF XXXXXXX
INTERNATIONAL ALSO PARTICIPATED IN THE PLAN.
K. Are all employers aggregated with the Employer under Sections 414(b),
(c), (m) or (o) of the Code participating in this Plan?
( ) Yes (X) No
II. HOURS OF SERVICE
A. For Eligibility Purposes.
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
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( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with
at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
(X) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day
under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with
at least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
(X) On the basis of elapsed time.
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III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
(X) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith
bargaining. For this purpose, the term "employee representatives" does
not include any organization more than half of whose members are
Employees who are owners, officers, or executives of the Employer.
NOTWITHSTANDING THE FOREGOING, EMPLOYEES WHO ARE MEMBERS OF TEAMSTERS
LOCAL 743 ARE ELIGIBLE EMPLOYEES EFFECTIVE JULY 1, 1995.
( ) Employees who are nonresident aliens and who receive no earned income
from the Employer which constitutes income from sources within the
United States.
(X) Employees included in the following classification(s): THOSE EMPLOYEES
AT THE WEB WIRE LOCATION WHO ARE NOT OFFICE, CLERICAL OR SUPERVISORY
EMPLOYEES. THOSE EMPLOYEES COVERED BY THE COMMUNICATION CABLE, INC.
EMPLOYEES' SAVINGS PLUS PLAN OR EMPLOYED AT A LOCATION WHERE EMPLOYEES
ARE ELIGIBLE TO PARTICIPATE IN THAT PLAN.
(X) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code: XXXXXXX
CORPORATION, XXXXXXX ELECTRIC CORPORATION AND ITS SUBSIDIARIES, EMTEC
PRODUCTS CORPORATION, AND XXXXXXXXX, INC. AND ITS SUBSIDIARIES, AND
ANY OTHER ENTITY ACQUIRED B XXXXXXX CORPORATION OR ONE OF ITS
SUBSIDIARIES ON OR AFTER JANUARY 1, 1997 UNLESS THIS PLAN IS
SPECIFICALLY EXTENDED TO THE EMPLOYEES OF THE ENTITY.
(X) Individuals required to be considered Employees under Section
414(n) of the Code.
( ) Employees who, subject to determination by the Committee that such
election will not affect the plan's qualification, make a one-time
irrevocable election not to participate in the Plan for purposes of
the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined Contributions.
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Note: The term Employee includes all employees of the Employer and
any employer required to be aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Code, and individuals
considered employees of any such employer under Section 414(n)
or (o) of the Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: ( ) No age requirement.
(X) The attainment of age 18 (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- The
completion of [....] (not to exceed 1 unless 100% immediate
vesting is elected, in which case, may not exceed 2)
Eligibility Years of Service. If the Eligibility Years of
Service is or includes a fractional year, an Employee shall
not be required to complete any specific number of Hours of
Service to receive credit for such fractional year.
If more than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested.
(X) For all other contributions -- The completion of 1/2
(not to exceed 1) Eligibility Year of Service.
AND
Effective Date: ( ) Each Eligible Employee who is employed
on the Effective Date shall become a Participant on the
Effective Date. Each Eligible Employee employed after
the Effective Date shall become a Participant on the
Entry Date coincident with or following completion of
the age and service requirements specified above.
( ) Each Eligible Employee who is employed on the effective
date of this amended plan shall become a Participant as
of such date. Each Eligible Employee employed after the
effective date shall
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become a Participant on the entry date coincident with
or following completion of the age and service
requirements specified above.
V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary Contributions, in order to be credited with
an Eligibility Year of Service, an Employee shall complete [....] (not
to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete [....] (not to
exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section 1.24 of the
Plan.
VI. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall be
_______________;
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual Entry
is selected, the age and service requirements cannot exceed 20 1/2 and
1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
(X) Quarterly Entry. The first day of the Plan Year and the first day of
the fourth, seventh and tenth months of the Plan Year.
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( ) Monthly Entry. The first day of the Plan Year and the first day of
each following month of the Plan Year.
( ) Other:________________________________________________________
(Note: Eligible Employees must commence participation no later than
the earlier of: a) the beginning of the Plan Year after meeting the
age and service requirements, or b) 6 months after the date the
Employee meets the age and service requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section 415 of
the Code, Compensation shall mean all of each Participant's:
(X) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form W-2)
Compensation is defined as wages as defined in Section 3401(a) and all
other payments of compensation to the Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be determined
without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code). This definition
of Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to the
extent that at the time of the payment it is reasonable to believe
that these amounts are deductible by the Employee under Section 217 of
the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a
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percentage of profits, commissions on insurance premiums, tips,
bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in Section
1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation which
are not includible in the Employee's gross income for the taxable
year in which contributed, or Employer contributions under a
simplified employee pension plan described in Section 408(k), or
any distributions from a plan of deferred compensation regardless
of whether such amounts are includible in the gross income of the
Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in Section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee).
which is actually paid to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
(X) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
(X) Compensation shall be reduced by all of the following items (even if
includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
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Compensation (X) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
( ) [....]
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415 of
the Code, Compensation for any Limitation Year shall mean all of
each Participant's:
(X) Information required to be reported under Sections 6041, 6051 and
6052 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in Section
3401(a) and all other payments of compensation to the Employee by
the Employer (in the course of the Employer's trade or business)
for which the Employer is required to furnish the Employee a
written statement under Sections 6041(d) and 6051(a)(3) of the
Code. Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural labor
in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to
the extent that at the time of the payment it is reasonable to
believe that these amounts are deductible by the Employee under
Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of income
tax withholding at the source but determined without regard to
any rules that limit the remuneration
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included in wages based on the nature or location of the
employment or the services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is
paid in cash) for personal services actually rendered in the
course of employment with the Employer to the extent that the
amounts are includible in gross income (including, but not
limited to, commissions paid salesmen, compensation for services
on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as
described in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan
described in Section 408(k), or any distributions from a
plan of deferred compensation regardless of whether such
amounts are includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the
extent that the premiums are not includible in the gross
income of the Employee), or contributions made by the
Employer (whether or not under a salary reduction agreement)
towards the purchase of an annuity contract described in
Section 403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
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VIII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
(X) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within
the Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
(X) Age 65 (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the 5th)
anniversary of the date the Participant commenced participation in the
Plan, if later.
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
(X) Age 55.
( ) Age [....] and [....] Years of Service.
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
(X) Not permitted.
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( ) Permitted:
( ) An amount fixed by appropriate action of the Employer.
( ) [....]% of Compensation of Participants for the Plan
Year (not to exceed 15%).
( ) [....]% of Compensation of Participants for the Plan
Year, plus an additional amount fixed by appropriate
action of the Employer (in total not to exceed 15%).
Employer Discretionary Contributions ( ) shall; ( ) shall not be
integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity Percentage shall be
[....]%.
b. ( ) The Permitted Disparity Percentage shall be
determined annually by appropriate action of the
Employer.
c. ( ) The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $_______ (a dollar amount less than the
Taxable Wage Base).
( ) __% (not to exceed 100% of the Taxable Wage
Base).
Note: The Permitted Disparity Percentage cannot exceed the
lesser of: (i) the base contribution, or (ii) the
greater of 5.7% or the tax rate under Section 3111(a)
of the Code attributable to the old age insurance
portion of the Old Age, Survivors and Disability Income
provisions of the Social Security Act (as in effect on
the first day of the Plan Year). If the Integration
Level selected above is other than the Taxable Wage
Base ("TWB"), the 5.7% factor in the preceding sentence
must be replaced by the
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applicable percentage determined from the following
table.
If the Integration Level is:
The Applicable
more than but not more than Factor is
$0 X* 5.7%
X *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
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer
Discretionary Contributions (and forfeitures, if forfeitures
are reallocated to Participants) an Active Participant:
( ) Need not be employed on the last day of the Plan Year.
( ) Must be employed on the last day of the Plan Year,
unless the Participant terminates employment on account
of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( ) [....]
Hours of Service (cannot exceed 1,000). (Note: Not
applicable if elapsed time method of crediting
service is elected.
2. Elective Deferrals
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( ) Not permitted.
(X) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
(X) An amount not in excess of 15% of Compensation [cannot
exceed the dollar limitation of Section 402(g) of the
Code for the calendar year].
( ) An amount not in excess of $[....] of Compensation
[cannot exceed the dollar limitation of Section 402(g)
of the Code for the calendar year].
( ) An amount not to exceed the dollar limitation of
Section 402(g) of the Code for the calendar year.
( ) An amount not in excess of (Note: The percent for the
Highly Compensated Employee cannot exceed the percent
for the Non- Highly Compensated Employee):
___% of Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for the
calendar year] for each Highly Compensated Employee;
and
___% of Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for the
calendar year] for each Non-Highly Compensated
Employee.
A Participant may elect to commence Elective Deferrals the
next pay period following: JANUARY 1, APRIL 1, JULY 1,
OCTOBER 1 (enter date or period -- at least once each
calendar year).
A Participant may modify the amount of Elective Deferrals as
of JANUARY 1, APRIL 1, JULY 1, OCTOBER 1 (enter date or
period -- at least once each calendar year).
A Participant (X) may; ( ) may not base Elective Deferrals
on cash bonuses that, at the Participant's election, may be
contributed to the CODA or received by the Participant in
cash. Such election shall be effective as of the next pay
period following such election or as soon as
administratively feasible thereafter.
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Participants who claim Excess Elective Deferrals for the
preceding calendar year must submit their claims in writing
to the plan administrator by MARCH 1 (enter date between
March 1 and April 15).
A Participant ( ) may; (X) may not elect to recharacterize
Excess Contributions as Thrift Contributions. (Note:
Available only if Thrift Contributions are permitted.)
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to the
Committee by [....] (enter date no later than 2 1/2 months
after close of Plan Year).
3. Thrift Contributions
(X) Not permitted.
( ) Permitted.
Participants shall be permitted to make Thrift
Contributions from [....] % (not less than 1) to
[....]% (not more than 10) of their total aggregate
Compensation.
A Participant may elect to commence Thrift
Contributions the next pay period following [....]
(enter date or period--at least once each calendar
year).
The Change Date for a Participant to modify the amount
of Thrift Contributions shall be as of [....] (enter
date or period -- at least once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
(X) Not Permitted.
( ) Permitted.
A Participant may elect to make Combined Contributions
which do not exceed [....]% of Compensation. (Note:
Elective Deferrals can not exceed the dollar limitation
of Section 402(g) of the Code for the calendar year).
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A Participant may elect to commence contributions the
next pay period following: (enter date or period -- at
least once each calendar year).
A Participant may modify his amount of Combined
Contributions as of [....] (enter date or period -- at
least once each calendar year).
A Participant ( ) may; ( ) may not base Elective
Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received by
the Participant in cash. Such election shall be
effective as of the next pay period following [....] or
as soon as administratively feasible thereafter.
Participants who claim Excess Elective Deferrals for
the preceding calendar year must submit their claims in
writing to the plan administrator by [....] (enter date
between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift
Contributions.
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing to
the Committee by [....] (enter date no later than 2 1/2
months after close of the Plan Year).
5. Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the event that the
Matching Contribution amount is within the
discretion of the Employer) make Matching
Contributions to the Plan with respect to (any one
or a combination of the following may be
selected):
(X) Elective Deferrals.
( ) Thrift Contributions.
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( ) Combined Contributions.
Such Matching Contributions will be made on behalf
of:
(X) All Participants who make such
contribution(s).
( ) All Participants who are Non-Highly
Compensated Employees who make such
contribution(s).
The amount of such Matching Contributions made on
behalf of each such Participant shall be:
(i) Elective Deferrals (any one or a combination
of the following may be selected) -
( ) An amount or percentage fixed by
appropriate action of the Employer.
(X) 20% of the Elective Deferrals.
( ) [....]% of the first [....]% of
Compensation contributed as an Elective
Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an Elective
Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an Elective
Deferral.
The Employer shall not match Elective
Deferrals as provided above in excess of
$[....] or in excess of 5% of the
Participant's Compensation.
The Employer shall not match Elective
Deferrals made by the following class(es) of
Employees: [....]
(ii) Thrift Contributions (any one or a
combination of the following may be
selected)-
( ) An amount or percentage fixed by
appropriate action of the Employer.
( ) $[....] for each dollar of Thrift
Contributions.
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( ) [....]% of the Thrift Contributions.
( ) [....]% of the first [....]% of
Compensation contributed, plus [....]%
of the next [....]% of Compensation
contributed, plus [....]% of the
remaining Compensation contributed.
The Employer shall not match Thrift
Contributions as provided above in excess of
$[....] or in excess of [....]% of the
Participant's Compensation.
The Employer shall not match Thrift
Contributions made by the following class(es)
of Employees: [...]
(iii) Combined Contributions (any one or a
combination of the following may be
selected).
( ) An amount fixed by appropriate action
of the Employer.
( ) [....]% of Combined Contributions.
( ) [....]% of Elective Deferrals, plus
[....]% of Thrift contributions.
( ) [....]% of the first [....]% of
Compensation contributed, plus [....]%
of the next [....]% of Compensation
contributed, plus [....]% of the
remaining Compensation contributed.
The Employer shall not match Combined
Contributions as provided above in excess of
$[....] or in excess of [....]% of the
Participant's Compensation.
The Employer shall not match Combined
Contributions made by the following class(es) of
Employees: [....]
Matching Contributions shall be made each:
( ) Payroll period.
(X) Month.
( ) Quarter.
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( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching
Contributions (and forfeitures, if forfeitures are
reallocated to participants) a Participant:
( ) Must be employed on the last day of the
payroll period.
( ) Must be employed on the last day of the
Month.
( ) Must be employed on the last day of the
Quarter.
( ) Must be employed on the last day of the Plan
Year.
unless the Participant terminates employment on
account of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( )
[....] Hours of Service (cannot exceed
1,000). Note: Not applicable if elapsed time
method of crediting service is elected.
6. Qualified Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the
event that the Qualified Matching
Contribution amount is within the
discretion of the Employer) make
Qualified Matching Contributions.
Qualified Matching Contributions will be made on
behalf of:
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( ) All Participants who make Elective Deferrals.
(X) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
The amount of such Qualified Matching
Contributions made on behalf of each Participant
shall be (any one or a combination of the
following may be selected):
(X) An amount or percentage fixed by appropriate
action by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess of 5%
of the Participant's Compensation.
7. Qualified Nonelective Contributions
( ) Not permitted.
(X) The Employer shall have the discretion to
contribute Qualified Nonelective Contributions for
any Plan Year in an amount to be determined each
year by the Employer.
Qualified Nonelective Contributions will be made
on behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make Elective Deferrals.
(X) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
( ) All Participants who are Non-Highly
Compensated Employees.
( ) All Non-Key Employees.
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B. Forfeitures (Do not complete if 100% immediate vesting is
elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
(X) Allocated to participants in the manner provided in Sections
4.2 and 4.7(d)(2) of the Plan.
( ) Used to reduce:
( ) any future Employer contributions.
( ) Plan expenses.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under the
Plan whether such contributions are to be limited to Net Profits
of the Employer for the taxable year of the Employer ending with
or within the Plan Year:
( ) Yes ( ) No Employer Discretionary Contributions
( ) Yes (X) No Elective Deferrals
( ) Yes (X) No Qualified Nonelective Contributions
( ) Yes (X) No Matching Contributions
( ) Yes (X) No Qualified Matching Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's separation from
service, death, or Total and Permanent Disability, and, in addition:
(X) Termination of the Plan without establishment or maintenance of a
successor plan.
(X) The disposition to an entity that is not an Affiliated Employer
of substantially all of the assets used by the Employer in a
trade or business, but only if the Employer continues to maintain
the Plan and
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only with respect to participants who continue employment with
the acquiring corporation.
(X) Upon attainment of the Plan's Normal Retirement Age.
(X) The disposition to an entity that is not an Affiliated Employer
of the Employer's interest in a subsidiary, but only if the
Employer continues to maintain the Plan and only with respect to
Participants who continue employment with such subsidiary.
( ) Vested portion of Employer Discretionary Contributions on account
of a Participant's financial hardship to the extent permitted by
Section 4.9 of the Plan.
(X) Vested portion of Employer Matching Contributions on account of a
Participant's financial hardship to the extent permitted by
Section 4.9 of the Plan. B. In addition to A above, Elective
Deferrals, Qualified Nonelective Contributions and Qualified
Matching Contributions (as applicable) and income allocable to
such amounts shall be distributable:
(X) Upon the Participant's attainment of age 59 1/2.
(X) On account of a Participant's financial hardship, to the extent
permitted by Section 4.9 of the Plan (Elective Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; (X) Matching Contribution Account;
( ) Transfer Account, if any (X) shall; ( ) shall not be permitted
upon the attainment of age 59 1/2. (Permitted only if the Plan is not
integrated with Social Security and a Participant's Employer
Discretionary Contribution Account and Matching Contribution Accounts
are 100% vested at time of distribution.)
D. Distribution of benefits upon separation of service, retirement or
death of a Participant ( ) shall; (X) shall not be subject to the
Automatic Annuity rules of Section 8.2 of the Plan.
E. (Complete only if the Plan is not subject to the Automatic Annuity
rules of Section 8.2.) Check the appropriate optional forms of benefit
that shall be available under the Plan (if left blank, the provisions
of Section 8.6(a) of this Plan shall apply):
[ ] Single lump sum payment.
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[ ] Installment payments pursuant to Section 8.6(a) of the Plan.
F. The following optional forms of benefit shall be available in addition
to the optional forms of benefit available under Section 8.6 of the
Plan (Note: If the Plan is not subject to the Automatic Annuity rules
of Section 8.2 and the Participant is permitted to select an annuity
as an optional form of benefit, then the Automatic Annuity rules of
Section 8.2 shall apply to such participant): DEATH BENEFITS SHALL BE
PAID IN A LUMP-SUM UNLESS WITHIN THE 90 DAYS FOLLOWING THE DATE THE
COMMITTEE IS NOTIFIED OF THE PARTICIPANT'S DEATH, THE BENEFICIARY
ELECTS IN WRITING TO RECEIVE THE BENEFITS IN ONE OF THE FORMS LISTED
IN SECTION 8.6(B)(I), (II), (III) OR (IV), OR IN THE FORM OF A JOINT
AND 50% SURVIVOR ANNUITY CONTRACT PURCHASED FROM AN INSURANCE COMPANY
SELECTED BY THE COMMITTEE.
[Note: If the Plan is an amendment and restatement of an existing
Plan, optional forms of benefit protected under Section 411(d)(6) of
the Code may not be eliminated, unless permitted by IRS Regulations
Sections 1.401(a)-(4) and 1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [....] (not to exceed 1,000) Hours of Service.
(Not applicable if elapsed time method of crediting service for vesting
purposes is elected).
Note: In the case of Employees in the Maritime Industry, for purposes of a
year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be counted to
determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
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( ) Years of Service before the effective date of ERISA if such Service
would have been disregarded under the Service Break rules of the prior
plan in effect from time to time before such date. For this purpose,
Service Break rules are rules which result in the loss of prior
vesting or benefit accruals, or deny an Employee's eligibility to
participate by reason of separation or failure to complete a required
period of Service within a specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years of
Service.
( ) [....]% (not less than 20%) vested for each year of Service,
beginning with the [....] (not more than the 3rd) year of Service
until 100% vested.
( ) Other: [....] (Must be at least as favorable as any one of the
above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant on the
Effective Date shall be 100% immediately vested.
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more than 1
Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed 5) years of
Service.
(X) 20% (not less than 20%) vested for each year of Service,
beginning with the 1ST (not more than the 3rd) year of Service
until 100% vested EXCEPT THAT ANY EMPLOYEE WHO WAS ELIGIBLE AS OF
25
JUNE 30, 1995 TO PARTICIPATE IN THE PLAN IS 100% VESTED.
( ) Other: [....] (Must be at least as favorable as any one of the
above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant on the
Effective Date shall be 100% immediately vested.
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the Plan is
or is deemed to be Top-Heavy.
( ) 100% immediately vested after (not to exceed 3) years of Service.
(X) 20% vested after 2 years of Service, plus 20% vested (not less
than 20%) for each additional year of Service until 100% vested.
( ) Other: [....] (Note: must be at least as favorable as either of
the two schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the Minimum
Schedule above for any Plan Year because of the Plan's Top-Heavy
status, such shift is an amendment to the vesting schedule and the
election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; (X) shall not be a permissible investment.
XVII. LOANS
Loans (X) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
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( ) The provisions of Article XIII of the Plan shall always apply.
(X) The provisions of Article XIII of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, the minimum
Top Heavy allocation or benefit required under Section 416 of the Code
shall be provided to such Non-key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined contribution plan.
(X) the Employer's qualified defined benefit plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition to this
Plan, and such plan fails to specify the interest rate an mortality
table to be used for purposes of establishing present value to compute
the Top-Heavy Ratio, then the following assumptions shall be used:
Interest Rate: 8%
Mortality Table: UP - 1984
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained another qualified
plan in which any Participant in this Plan is (or was) a Participant or
could possibly become a Participant, the adopting Employer must complete
this Section. The Employer must also complete this Section if it maintains
a welfare benefit fund, as defined in Section 419(e) of the Code, or an
individual medical account, as defined in Section 415(l)(2) of the Code,
under which amounts are treated as Annual Additions with respect to any
Participant in the Plan.
(a) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a Master or
Prototype Plan,
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Annual Additions for any Limitation Year shall be limited to comply
with Section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j) as though the other plan
were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other qualified
defined contribution plan.
( ) other:
(b) If a Participant is or has ever been a Participant in a qualified
defined benefit plan maintained by the Employer, the "1.0" aggregate
limitation of Section 415(e) of the Code shall be satisfied by:
( ) freezing or reducing the rate of benefit accrual under the
qualified defined benefit plan.
( ) freezing or reducing the Annual Additions under this Plan (or, if
the Employer maintains more than one qualified defined
contribution plan, as indicated in (a) above).
( ) other:
XX. INVESTMENTS
(X) Participants (X) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
( ) Investment of participant Accounts shall be directed consistent with
rules and procedures established by the Committee. Such rules shall be
applied to all Participants in a uniform and nondiscriminatory basis.
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
XXII. ROLLOVERS
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Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not be
permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of the Plan.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the Plan
and has consulted legal and tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement may
result in disqualification of the Plan.
XXIV. RELIANCE ON PLAN QUALIFICATION
The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the 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 of the Internal Revenue Service for a
determination letter.
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event the
Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The Sponsor,
The Dreyfus Corporation, is available to answer questions regarding the
intended meaning of any Plan provisions, adoption of the Plan and the
effect of an Opinion Letter at 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx
Xxxx 00000-0000 [(000) 000-0000].
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