Exhibit 10.06
XXXXXX FLEXIBLE 401(K) AND PROFIT SHARING PLAN
PLAN AGREEMENT #001
This is the Plan Agreement for a Xxxxxx nonstandardized prototype 401(k) plan
with optional profit sharing plan provisions. Please consult a tax or legal
advisor and review the entire form before you sign it. If you fail to fill
out this Xxxxxx Plan Agreement properly, the Plan may be disqualified. By
executing this Plan Agreement, the Employer establishes a 401(k) and profit
sharing plan and trust upon the terms and conditions of Xxxxxx Basic Plan
Document #07, as supplemented and modified by the provisions elected by the
Employer in this Plan Agreement. This Plan Agreement must be accepted by
Xxxxxx in order for the Employer to receive future amendments to the Xxxxxx
Flexibile 401(k) and Profit Sharing Plan.
* * * * *
1. Employer Information: The Employer adopting this Plan is:
A. Employer Name: The Hunter Group, Inc.
B. Employer Identification Number: 00-0000000
C. Employer Address: 000 X. Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxx, XX 00000
D. SIC Code: 7392
E. Employer Contact: Name: A. Xxxxx Xxxxxxx
Title: Director of Finance Phone # 000-000-0000
F. Fiscal Year: 1/1 through 12/31
(month/day) (month/day)
G. Type of Entity (check one):
/x/ Corporation / / Partnership / / Subchapter S Corporation
/ / Sole proprietorship / / Other
H. Plan Name: The Hunter Group, Inc. 401(k) Plan
I. Plan Number: 002(complete)
2. Plan Information.
A. Plan Year. Check one:
/x/ (1) The Calendar Year
/ / (2) The Plan Year will be the same as the Fiscal Year of the
Employer shown in 1.F. above. If the Fiscal Year of the
Employer changes, the Plan Year will change accordingly.
/ / (3) The Plan Year will be the period of 12 months beginning
on the first day of __________ (month) and ending on
the last day of __________ (month).
/ / (4) A short Plan Year commencing on ________ (month/day/year)
and ending on _________ (month/day/year) and immediately
thereafter the 12-consecutive month period commencing on
__________ (month/day).
The Plan Year will also be your Plan's Limitation Year for purposes
of the contribution limitation rules in Article 6 of the Plan.
B. Effective Date of Adoption of Plan.
(1) Are you adopting this Plan to replace an existing plan?
/x/ (a) Yes / / (b) No
(2) If you answered Yes in 2.B(1) above, the Effective Date of
your adoption of this Replacement Plan will be the first
day of the current Plan Year unless you elect a later date
in (2)(b) below. Please complete the following:
(a) 1/1/86
Original Effective Date of the Plan you are Replacing
(b) 4/1/97
Effective Date of this Replacement Plan
(3) If you answered No in 2B(1) above, the Effective Date of
your adoption of this Plan will be the day you select below
(not before the first day of the current Plan Year, and not
before the day your Business began):
(a) The Effective Date is:
month/day/year
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C. Identifying Highly Compensated Employees. Check either (1) or (2).
[x] (1) The Plan will use the regular method under Plan Section 2.58(a)
for identifying Highly Compensated Employees.
If you selected this option and your Plan Year is the calendar
year, do you wish to make the regular method's "calendar year
election" for identifying your Highly Compensated Employees?
[ ] (a) Yes [ ] (b) No
[ ] (2) The Plan will use the simplified method under Plan Section
2.58(b) for identifying Highly Compensated Employees.
3. Eligibility for Plan Participation (Plan Section 3.1). Employees wil be
eligible to participate in the Plan when they complete the requirements
you select in A, B, C and D below.
A. Classes of Eligible Employees. The Plan will cover all empoyees who
have met the age and service requirements with the following exclusions:
[x] (1) No exclusions. All job classifications will be eligible.
[ ] (2) The Plan will exclude employees in a unit of Employees
covered by a collective bargaining agreement with respect to
which retirement benefits were the subject of good faith
bargaining, with the exception of the following collective
bargaining units, which will be included:
----
[ ] (3) The Plan will exclude employees who are non-resident aliens
without U.S. source income.
[ ] (4) Employees of the following Affiliated Employers (specify):
----
----
[ ] (5) Leased Employees
[ ] (6) Employees in the following other classes (specify):
----
----
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B. Age Requirement. (check and complete (1) or (2)):
[x] (1) No minimum age required for participation
[ ] (2) Employees must reach age __ (not over 21) to particpate
C. Service Requirements.
(1) Elective Deferrals. To become eligible, an employee must complete
(choose one):
[x] (a) No minimum service required
[ ] (b) One 6-month Eligibility Period
[ ] (c) One __-month Eligibility Period (must be less than 12)
[ ] (d) One 12-month Eligibility Period
(2) Employer Matching Contributions. To become eligible, an employee
must complete (choose one):
[ ] (a) No minimum service required
[ ] (b) One 6-month Eligibility Period
[ ] (c) One __-month Eligibility Period (must be less than 12)\
[x] (d) One 12-month Eligibility Period
[ ] (e) Two 12-month Eligibility Periods (may only be chosen if
you adopt the vesting schedule under item 9.A(3)(a) to
provide 100% full and immediate vesting of Employer
Matching Contributions).
[ ] (f) Not applicable. The Employer will not make Employer
Matching Contributions.
(3) Profit Sharing Contributions. To become eligible, an employee must
complete (choose one):
[ ] (a) No minimum service required
[ ] (b) One 6-month Eligibility Period
[ ] (c) One __-month Eligibility Period (must be less than 12)
[x] (d) One 12-month Eligibility Period
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/ / (e) Two 12-month Eligibility Periods (may only be chosen if you
adopt the vesting schedule under item 9.A(3)(a) to provide for
100% full and immediate vesting of Profit Sharing Contributions)
/ / (f) Not applicable. The Employer will not make Profit Sharing
Contributions.
(4) If the Employer acquired a business on or before the Effective Date of
this Plan and the Eligibility Periods selected in (1), (2) and (3) for
former employees of that acquired business will include the former
employees' periods of employment with that business, list the business
below. Any acquired business which had a plan which the Employer now
maintains must be listed below.
(5) If the Employer acquires a business after the Effective Date, the
Eligibility Periods for an employee of the acquired business will be the
periods selected in (1), (2) and (3) beginning on (check (a) or (b)):
/x/ (a) the date the employee began work with the acquired business.
/ / (b) the date of the acquisition (i.e., the date the employee begins
work for the Employer).
(6) Hours of Service for Eligibility Periods.
(a) 6-Month Eligibility Period. To receive credit for a 6-month
Eligibility Period, an employee must complete 6 months of service,
during which he completes at least:
/ / (i) 500 Hours of Service
/ / (ii) _______ Hours of Service (under 500)
(b) 12-Month Eligibility Period. To receive credit for a 12-month
Eligibility Period, an employee must complete 12 months of service,
during which he completes at least:
/x/ (i) 1,000 Hours of Service
/ / (ii) _______ Hours of Service (under 1,000)
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(c) Other Eligibility Period. To receive credit for the Eligibility
Period selected in 3.C(1)(c), 3.C(2)(c) and/or 3.C(3)(c) above,
an employee must complete during it at least:
/ / (i) _______ Hours of Service (under 1,000)
(7) Method of Crediting Hours of Service For Eligibility and Vesting. Hours
of Service will be credited to an employee by the following method (check
one):
/x/ (a) Actual Hours for which an employee is paid
/ / (b) Any employee who has one actual paid hour in the following
period will be credited with the number of Hours of Service
indicated (check one):
/ / (i) Day (10 Hours of Service)
/ / (ii) Week (45 Hours of Service)
/ / (iii) Semi-monthly payroll period (95 Hours of Service)
/ / (iv) Month (190 Hours of Service)
(8) Entry Dates. Each employee in an eligible class who completes the age and
service requirements specified above will begin to participate in the Plan
on (check one):
/ / (a) The first day of the month in which he fulfills the requirements.
/x/ (b) The first of the following dates occurring after he fulfills the
requirements (check one):
/x/ (i) The first day of the month following the date he
fulfills the requirements (monthly).
/ / (ii) The first day of the first, fourth, seventh and tenth
months in a Plan Year (quarterly).
/ / (iii) The first day of the first month and the seventh
month in a Plan Year (semiannually).
/ / (c) Other: _______ (May be no later than (i) the first day of the Plan
Year after which he fulfills the requirements, and (ii) the date
six months after the date on which he fulfills the requirements,
whichever occurs first.)
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D. (For New Plans Only) Will all eligible Employees as of the Effective
Date be required to meet the age and service requirements for
participation specified in B and C above?
/ / (a) Yes
/ / (b) No. Eligible Employees will be eligible to become Participants as
of the Effective Date even if they have not satisfied (check one or
both):
/ / (i) the age requirement.
/ / (ii) the service requirement.
4. Contributions.
A. Elective Deferrals (Plan Section 5.2). Your Plan will allow employees
to elect pre-tax contributions under Section 401(k) of the Code. You
must complete this part A.
(1) A Participant may make Elective Deferrals for each year in an
amount not to exceed (check one):
/x/ (a) 10% of his Earnings
/ / (b) ____% of his Earnings not to exceed $_____(specify a
dollar amount)
/ / (c) $____ (specify a dollar amount)
(2) Will a Participant be required to make a minimum Elective Deferral
in order to make Elective Deferrals under the Plan? (check one and
complete as applicable)
/x/ (a) No.
/ / (b) Yes. The minimum Elective Deferral will be ___% of the
Participant's Earnings.
(3) A Participant may begin to make Elective Deferrals, or change
the amount of his Elective Deferrals, as of the following dates
(check one):
/ / (a) First business day of each month (monthly).
/x/ (b) First business day of the first, fourth, seventh and
tenth months of the Plan Year (quarterly).
/ / (c) First business day of the first and seventh months of
the Plan Year (semiannually).
/ / (d) First business day of the Plan Year only (annually).
/ / (e) Other:
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(4) Will Participants be permitted to make separate Elective
Deferrals of bonuses, even if bonuses have otherwise been
excluded from Compensation for the purpose of Elective Deferrals
under 7.A(1)?
/x/ (a) Yes / / (b) No
B. Employer Matching Contributions. (Plan Section 5.8). Complete
this part B only if you will make Employer Matching Contributions under
the Plan.
(1) The Employer will contribute and will allocate to each Qualified
Participant's Employee Matching Account an Employer Matching
Contribution on the basis set forth below:
/x/ (a) Discretionary matching contributions. (The Employer may select
this option in addition to option (b) if the Employer wishes to
have the option to make discretionary matching contributions
in addition to fixed matching contributions.)
/ / (b) Fixed matching contributions.
/ / (i) based on Elective Deferrals:
/ / (A) __% of Elective Deferrals
/ / (B) __% of Elective Deferrals up to __% of
Earnings.
/ / (C) __% of Elective Deferrals up to __% of
Earnings and __% of Elective Deferrals over that
percentage of Earnings and up to __% of Earnings.
(The third percentage number must be less than the
first percentage number.)
/ / (D) __% of Elective Deferrals up to $ of
Elective Deferrals.
/ / (E) __% of Elective Deferrals up to $ of
Elective Deferrals and ___% of Elective Deferrals
over that dollar amount and up to $___ of Elective
Deferrals. (The last percentage must be less than
the first percentage).
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/ / (ii) based on after-tax Participant Contributions:
/ / (A) ___% of Participant Contributions
/ / (B) ___% of Participant Contributions up to
___% of Earnings.
/ / (C) ___% of Participant Contributions up to
___% of Earnings and ___% of Participant
Contributions over that percentage of Earnings and
up to ___% of Participant Contributions. (The
third percentage must be less than the first
percentage)
/ / (D) __% of Participant Contributions up to $_____ of
Participant Contributions.
/ / (E) __% of Participant contributions up to $_____ of
Participant Contributions and __% of Participant
Contributions over that dollar amount and up to
$_____ of Participant Contributions. (The last
percentage must be less than the first percentage).
(2) Qualified Participant. In order to receive an allocation of
Employer Matching Contributions for a Plan Year, an Employee must
be a Qualified Participant for that purpose. Select below either
(a) alone, or any combination of (b), (c) and (d).
/ / (a) To be a Qualified Participant eligible to receive
Employer Matching Contributions for a Plan Year, an
Employee must (check (i) or (ii)):
/ / (i) Either be employed on the last day of the Plan
Year, complete more than 500 Hours of Service in
the Plan Year, or retire, die or become disabled
in the Plan Year.
/ / (ii) Either be employed on the last day of the Plan
Year or complete more than 500 Hours of Service
in the Plan Year.
Stop here if you checked (a). If you did not check (a), check
(b), (c) or (d), or any combination of (b), (c) and (d).
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To be Qualified Participant eligible to receive Employer Matching
Contributions for a Plan Year, an Employee must:
/x/ (b) Be credited with 1 (choose 1, 501 or 1,000) Hours of Service
in the Plan Year
/ / (c) Be an Employee on the last day of the Plan Year.
/ / (d) Retire, die or become disabled during the Plan Year.
(3) Will the Employer have the option of making all or any portion of its
Employer Matching Contributions in Employer Stock?
/ / (a) Yes /x/ (b) No
C. Profit Sharing Contributions. (Plan Sections 4.1 and 4.2)
(1) Profit Limitation. Will Profit Sharing Contributions to the Plan be
limited to the current and accumulated profits of your Business? Check
one:
/ / (a) Yes /x/ (b) No
(2) Amount. The Employer will contribute to the Plan for each Plan Year
(check one):
/x / (a) An amount chosen by the Employer from year to year
/ / (b) ___% of the Earnings of all Qualified Participants for the
Plan Year
/ / (c) $____ for each Qualified Participant per ___ (enter time
period, e.g. payroll period, plan year)
(3) Allocations to Participants
(a) Allocation to Participants. Profit Sharing Contributions will be
allocated:
/x / (i) Pro rate (percentage based on compensation)
/ / (ii) Uniform dollar amount
/ / (iii) Integrated With Social Security (complete (b) and (c)
below)
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(b) Integration with Social Security. (Complete only if you have
elected in 4.C(3)(a) to integrate your Plan with Social Security.)
Profit Sharing Contributions will be allocated to Qualified
Participants as you check below:
/ / (i) Profit Sharing Contributions will be allocated according
to the Top-Heavy Integration Formula in Plan Section
4.2(c)(1) in every Plan Year, whether or not the Plan is
top-heavy
/ / (ii) Profit Sharing Contributions will be allocated according
to the Top-Heavy Integration Formula in Plan Section
4.2(c)(1) only in Plan Years in which the Plan is top-heavy.
In all other Plan Years, contributions will be allocated
according to the Non-Top-Heavy Integration Formula in Plan
Section 4.2(c)(2).
(c) Integration Level. (Complete only if you have elected in
4.C(3)(a) to integrate your Plan with Social Security.) The
Integration Level will be (check one):
/ / (i) The Social Security Wage Base in effect at the beginning
of the Plan Year.
/ / (ii) ___% (not more than 100%) of the Social Security Wage Base
in effect at the beginning of the Plan Year.
/ / (iii) $___ (not more than the Social Security Wage Base).
Note: The Social Security Wage Base is indexed annually to
reflect increases in the cost of living.
(4) Qualified Participants. In order to receive an allocation of Profit
Sharing Contributions for a Plan Year, an Employee must be a Qualified
Participant for this purpose. Select below either (a) alone, or any
combination of (b), (c) and (d).
/ / (a) To be a Qualified Participant eligible to receive an allocation
of Profit Sharing Contributions for a Plan Year, an Employee
must (check (i) or (ii)):
/ / (i) Either be employed on the last day of the Plan Year,
complete more than 500 Hours of Service in the Plan
Year, or retire, die or become disabled in the Plan
Year.
/ / (ii) Either be employed on the last day of the Plan Year
or complete more than 500 Hours of Service in the
Plan Year.
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Stop here if you checked (a). If you did not check (a), check
(b), (c) or (d), or any combination of (b), (c) and (d).
To be a Qualified Participant eligible to receive an allocation
of Profit Sharing Contributions for a Plan Year, an Employee
must:
/X/ (b) Be credited with 1000 (choose 1, 501 or 1,000) Hours
of Service in the Plan Year.
/X/ (c) Be an Employee on the last day of the Plan Year.
/X/ (d) Retire, die or become disabled during the Plan Year.
D. Participant Contributions (Plan Section 4.6). Will your Plan allow
Participants to make after-tax contributions?
/ / (a) Yes /X/ (2) No
E. Qualified Matching Contributions (Plan Section 2.61). Skip this part
E if you will not make Qualified Matching Contributions.
(1) Qualified Marching Contributions will be made with respect to
(check one):
/ / (a) Elective Deferrals made by all Qualified Participants
/X/ (b) Elective Deferrals made only by Qualified Participants
who are not Highly Compensated Participants
(2) The amount of Qualified Matching Contributions made with respect
to a Participant will be:
/X/ (a) discretionary
/ / (b) fixed (check and complete (i), (ii) or (iii))
/ / (i) ___% of Elective Deferrals
/ / (ii) ___% of Elective Deferrals that do not
exceed __% of Earnings
/ / (iii) ___% of Elective Deferrals that do not
exceed $____.
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F. Qualified Nonelective Contributions (Plan Section 2.62): Skip this
part F if you will not make Qualified Nonelective Contributions.
(1) Qualified Nonelective Contributions will be made on behalf of
(check one):
/ / (a) All Qualified Participants
/X/ (b) Only Qualified Participants who are not Highly
Compensated Employees
(2) The amount of Qualified Nonelective Contributions for a Plan
Year will be (check one):
/ / (a) ___% (not over 15%) of the Earnings of Participants on
whose behalf Qualified Nonelective Contributions are made
/X/ (b) An amount determined by the Employer from year to
year, to be shared in proportion to their Earnings by
Participants on whose behalf Qualified Nonelective
Contributions are made
G. Forfeitures
(1) Employer Matching Contributions. Forfeitures of Employer
Matching Contributions will be used as follows (check and
complete (a) or (b)):
/ / (a) Applied to reduce the following contributions required
of the Employer (check (i) and/or (ii)):
/ / (i) Employer Matching Contributions
/ / (ii) Profit Sharing Contributions
/ / (b) Reallocated as follows (check (i) or (ii)):
/ / (i) As additional Employer Matching Contributions
/ / (ii) As additional Profit Sharing Contributions
(2) Profit Sharing Contributions. Forfeitures of Profit Sharing
Contributions will be used as follows (check (a) or (b)):
/ / (a) Applied to reduce the following contributions required
of the Employer (check (i) and/or (ii)):
/ / (i) Profit Sharing Contributions
/ / (ii) Employer Matching Contributions
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5. Top-Heavy Minimum Contributions (Plan Section 14.3). Skip paragraphs A
and B below if you do not maintain any other qualified plan in addition
to this Plan.
A. For any Plan Year in which the Plan is Top-Heavy, the Top-Heavy
minimum contribution (or benefit) for Non-Key employees participating
both in this Plan and another qualified plan maintained by the
Employer will be provided in (check one):
/ / (1) This Plan / / (2) The other qualified plan
B. If you maintain a defined benefit plan in addition to this Plan, and
to Top-Heavy Ratio (as defined in Plan section 14.2(c)) for the
combined plans is between 60% and 90%, you may elect to provide an
increased minimum allocation or benefit pursuant to plan Section
14.4. Specify your election by completing the statement below:
The Employer will provide an increased (specify contribution or
benefit) ____ in its (specify defined contribution or defined
benefit) ____ plan as permitted under Plan Section 14.4.
6. Other Plans. You must complete this section if you maintain or ever
maintained another qualified plan in which any Participant in this Plan
is (or was) a participant or could become a participant.
The Plan and your other plan(s) combined will meet the contribution
limitation rules in Article 6 of the Plan as you specify below:
A. If a Participant in the Plan is covered under another qualified
defined contribution plan maintained by your Business, other than a
master or prototype plan (check one):
/ / (1) The provisions of Section 6.2 of the Plan will apply as if
the other plan were a master or prototype plan.
/ / (2) The plans will limit total annual additions to the maximum
permissible amount, and will properly reduce any excess
amounts, in the manner you describe below.
B. If a Participant in the Plan is or has ever been a participant in a
defined benefit plan maintained by your Business, the plans will meet
the limits of Article 6 in the manner you describe below.
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If your Business has ever maintained a defined benefit plan, state
below the interest rate and mortality table to be used in
establishing the present value of any benefit under the defined
benefit plan for purposes of computing the top-heavy ratio:
Interest rate: %
Mortality Table:
7. Compensation (Plan Section 2.8).
A. Amount.
(1) Elective Deferrals and Employer Matching Contributions.
Compensation for the purposes of determining the amount and
allocation of Elective Deferrals and Employer Matching Contributions
will be determined as follows (choose either (a) or (b), and (c) and/
or (d) as applicable).
/X/ (a) Compensation will include Form W-2 earnings as defined
in Section 2.8 of the Plan.
/ / (b) Compensation will include all compensation included in
the definition of Code Section 415 Compensation in Plan
Section 6.5(b) of the Plan.
/X/ (c) In addition to the amount provided in either (a) or (b)
above, Compensation will also include any amounts
withheld from the employee under a 401(k) plan,
cafeteria plan, SARSEP, tax sheltered 403(b)
arrangement, or Code Section 457 deferred compensation
plan, and contributions described in Code Section
414(h)(2) that are picked up by a governmental employer.
/ / (d) Compensation will also exclude the following amount
(choose each that applies):
/ / (i) overtime pay.
/ / (ii) bonuses.
/ / (iii) commissions.
/ / (iv) other pay (describe):
/ / (v) compensation in excess of $
15
(2) Profit Sharing Contributions. Compensation for the purposes of
determining the amount and allocation of Profit Sharing Contributions
shall be determined as follows (choose either (a) or (b), and (c)
and/or (d), as applicable).
/X/ (a) Compensation will include Form W-2 earnings as defined
in Section 2.8 of the Plan.
/ / (b) Compensation will include all compensation included in
the definition of Code Section 415 Compensation in
Section 6.5(b) of the Plan.
/X/ (c) In addition to the amount provided in either (a) or (b)
above, compensation will also include any amounts
withheld from the employee under a 401(k) plan,
cafeteria plan, SARSEP, tax sheltered 403(b)
arrangement, or Code Section 457 deferred compensation
plan, and contributions described in Code Section
414(h)(2) that are picked up by a governmental employer.
/ / (d) Compensation will also exclude the following amounts
(choose each that applies):
/ / (i) overtime pay
/ / (ii) bonuses
/ / (iii) commissions
/ / (iv) other pay (describe):
/ / (v) compensation in excess of $
Note: No exclusion under (d) may be selected if Profit
Sharing Contributions will be integrated with Social
Security under 4.C(3)(a)(iii). In addition, no exclusion
under (d) will apply for purposes of determining the top-
heavy minimum contribution if the Plan is top-heavy.
B. Measuring Period. Compensation will be based on the Plan Year. However,
for an Employee's initial year of participation in the Plan, Compensation
will be recognized as of:
/X/ (1) the first day of the Plan Year.
/X/ (2) the date the Participant enters the Plan.
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8. Distributions and Withdrawals.
A. Retirement Distributions.
(1) Normal Retirement Age (Plan Section 7.1). Normal retirement age will
be the later of 65 (not over age 65) or-(not more than 5) years of
participation in the Plan.
(2) Early REtirement (Plan Section 7.1). Select one:
/X/ (a) No early retirement will be permitted.
/X/ (b) Early retirement will be permitted at age ___.
/X/ (c) Early retirement will be permitted at age ___ with at
least ___ Years of Service.
(3) Annuities (Plan Section 9.3). Will your Plan permit distributions in
the form of a life annuity? You must check Yes if this Plan replaces
or serves as a transferee plan for an existing Plan that permits
distributions in a life annuity form.
/ / (a) Yes /X/ (b) No
B. Hardship Distributions (Plan Section 12.2). Will your Plan permit
hardship distributions?
/ / (1) No
/X/ (2) Yes. Indicate below from which Accounts hardship
withdrawals will be permitted (check all that apply):
/X/ (a) Elective Deferral Account
/X/ (b) Rollover Account
/X/ (c) Employer Matching Account
/X/ (d) Employer Contribution Account (i.e. Profit
Sharing Contributions)
C. Withdrawals after Age 59-1/2 (Plan Section 12.3). Will your Plan permit
employees over age 59-1/2 to withdraw amounts upon request? You must
check Yes if this Plan replaces an existing Plan that permits withdrawals
after age 59-1/2.
/X/ (1) Yes / / (2) No
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D. Withdrawals following Five Years of Participation or Two Years after
Contribution (Plan Section 12.4). Will your Plan permit employees to
withdraw amounts from the vested portion of their Employer Matching
Contribution Accounts and Employer Contribution Accounts (i.e., Profit
Sharing Contributions) if either (i) the Participant has been a
Participant for at least five years, or (ii) the amount withdrawn from
each of these Accounts is limited to the amounts that were credited to
that Account prior to the date two years before the withdrawal? You must
check yes if this Plan replaces a Plan which permits withdrawals in these
circumstances.
/X/ (1) Yes / / (2) No
E. Loans (Plan Section 12.5). Will your Plan permit loans to employees from
the vested portion of their Accounts?
/ / (1) No
/X/ (2) Yes. Indicate below whether loans will be permitted for any
reason or only on account of hardship.
/X/ (a) Any reason.
/ / (b) Hardship only.
F. Automatic Distribution of Small Accounts (Plan Section 9.1). Will your
Plan automatically distribute vested account balances not exceeding
$3,500, within 60 days after the end of the Plan Year in which a
Participant separates from employment?
/X/ (1) Yes / / (2) No
9. Vesting (Plan Article 8).
A. Time of Vesting (select (1) or (2) below and complete vesting schedule).
/X/ (1) Single Vesting Schedule:
The vesting schedule selected below will apply to both Employer
Matching Contributions and Profit Sharing Contributions.
/ / (2) Dual Vesting Schedules:
The vesting schedule marked with an "MC" below will apply to
Employer Matching Contributions and the vesting schedule marked
"PS" below will apply to Profit Sharing Contributions.
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(3) Vesting Schedules:
/X/ (a) 100% vesting immediately upon participation in the Plan.
/ / (b) Five-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 1 2 3 4 5
/ / (c) Seven-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 3 4 5 6 7
/ / (d) Six-Year Graded Schedule:
Vested Percentage 20% 40% 60% 80% 100%
--- --- --- --- ----
Years of Service 2 3 4 5 6
/ / (e) Three-Year Cliff Schedule:
Vested Percentage 0% 100%
--- ----
Years of Service 0-2 3
/ / (f) Five-Year Cliff Schedule:
Vested Percentage 0% 100%
--- ----
Years of Service 0-4 5
/ / (g) Other Schedule (must be at least as favorable as Seven-Year
Graded Schedule or Five-Year Cliff Schedule):
(i) Vested Percentage __% __% __% __% __%
(ii) Years of Service __ __ __ __
19
(4) Top Heavy Schedule
(a) If you selected above an "Other Schedule," specify in the
space below the schedule that will apply in Plan Years that
the Plan is top-heavy. The schedule you specify must be at
least as favorable to employees, at all years of service, as
either the Six-Year Graded Schedule or the Three-Year Cliff
Schedule. The top-heavy vesting schedule will be:
/ / (i) the same "Other Schedule" selected above
/ / (ii) the following schedule:
Vested Percentage __% __% __% __% __%
Years of Service __ __ __ __
/ / (iii) Six-Year Graded Schedule
/ / (iv) Three-Year Cliff Schedule
(b) If the Plan becomes top-heavy in a Plan Year, will the
top-heavy vesting schedule apply for all subsequent Plan
Years?
/ / (i) Yes / / (ii) No
B. Service for Vesting (select (1) or (2), and complete (3)).
N/A
/ / (1) All of an employee's service will be used to determine his
Years of Service for purposes of vesting
/ / (2) An employee's Years of Service for vesting will include all
years except (check all that apply):
/ / (a) (New plan) service before the effective date of the plan
/ / (b) (Existing plan) service before the effective date of
the existing plan
/ / (c) Service before the Plan Year in which an employee
reached age 18
(3) Will an employee's service for a business acquired by the
Employer that was performed before the acquisition be included
in determining an employee's Years of Service for vesting?
/ / (a) Yes / / (b) No
20
List below any business acquired on or before the Effective Date
for which an employee's service will be included in determining
an employee's Years of Service for vesting. Service of an
employee for a predecessor employer (which includes an acquired
business) whose plan the Employer maintains must be included as
service for the Employer under this Plan. Therefore, also list
below any predecessor employer whose plan the Employer maintains:
C. Hours of Service for Vesting. The number of Hours of Service
required for crediting a Year of Service for vesting will be
(check one):
N/A
/ / (1) 1,000 Hours of Service
/ / (2) _____ Hours of Service
(under 1,000)
Hours of Service of vesting will be credited according to the
method selected under 3.C(6)
D. Year of Service Measuring Period for Vesting (Plan Section
2.52). The Periods of 12 months used for measuring Years of
Service will be (check one):
N/A
/ / (1) Plan Years
/ / (2) 12-month Eligibility Periods
Note: If you are adopting this Plan to replace an existing plan,
employees will be credited under this Plan with all service credited
to them under the plan you are replacing.
10. Investments (Plan Sections 13.2 and 13.3)
A. Available Investment Products (Plan Section 13.2). The investment
options available under the Plan are identified in the Service
Agreement or such other written instructions between the Employer
and Xxxxxx, as the case may be. All Investment Products must be
sponsored, underwritten, managed or expressly agreed to in writing
by Xxxxxx. If there is any amount in the Trust Fund for which no
instructions or unclear instructions are delivered, it will be
invested in the default option selected by the Employer in its
Service Agreement with Xxxxxx, or such other written instructions as
the case may be, until instructions are received in good order, and
the Employer will be deemed to have selected the option indicated in
its Service Agreement, or such other written instructions as the case
may be, as an available Investment Product for that purpose.
21
B. Instructions (Plan Section 13.3). Investment instructions for
amounts held under the Plan generally will be given by each
Participant for his own Accounts and delivered to Xxxxxx as indicated
in the Service Agreement between Xxxxxx and the Employer. Check
below only if the Employer will make investment decisions under the
Plan with respect to the following contributions made to the Plan.
(Check all applicable options.)
/ / (1) The Employer will make all investment decisions with
respect to all employee contributions, including Elective
Deferrals, Participant Contributions, Deductible Employee
Contributions and Rollover Contributions.
/ / (2) The Employer will make all investment decisions with
respect to all Employer contributions, including Profit
Sharing Contributions, Employer Matching Contributions,
Qualified Matching Contributions and Qualified Nonelective
Contributions.
/ / (3) The Employer will make investment decisions with respect
to Employer Matching Contributions and Qualified Matching
Contributions.
/ / (4) The Employer will make investment decisions with respect
to Qualified Nonelective Contributions.
/ / (5) The Employer will make investment decisions with respect
to Profit Sharing Contributions.
/ / (6) Other (Describe. An Employer may elect to make
investment decisions with respect to a specified portion of
a specific type of contribution to the Plan.)
C. Changes. Investment instructions may be changed (check one):
/x/ (1) on any Valuation Date (daily)
/ / (2) on the first day of any month (monthly)
/ / (3) on the first day of the first, fourth, seventh and tenth
months in a Plan Year (quarterly)
22
D. Employer Stock. (Skip this paragraph if you did not designate
Employer Stock as an investment under the Service Agreement.)
(1) Voting. Employer Stock will be voted as follows:
/ / (a) In accordance with the Employer's instructions.
/ / (b) In accordance with the Participant's instruction.
Participants are hereby appointed named fiduciaries
for the purpose of the voting of Employer Stock in
accordance with Plan Section 13.8.
(2) Tendering. Employer stock will be tendered as follows:
/ / (a) In accordance with the Employer's instructions.
/ / (b) In accordance with the Participant's instructions.
Participants are hereby appointed named fiduciaries
for the purpose of the tendering of Employer Stock
in accordance with Plan Section 13.8.
11. Administration.
A. Plan Administrator (Plan Section 15.1). You may appoint a person
or a committee to serve as Plan Administrator. If you do not appoint
a Plan Administrator, the Plan provides that the Employer will be the
Plan Administrator.
The initial Plan Administrator will be (check one):
/ / This person;
/x/ A committee composed of these people:
A. Xxxxx Xxxxxxx
Xxx Whartenbv
23
B. Recordkeeper (Plan Section 15.4). Unless Xxxxxx expressly permits
otherwise, you must appoint Xxxxxx as Recordkeeper to perform
certain routine services determined upon execution of a written
Service Agreement between Xxxxxx and the Employer.
The initial Record keeper will be:
Xxxxxx Fiduciary Trust Company
(Name)
Xxxxxx Retail 401(k) B-2-B
000 Xxxxxxx Xx.
Xxxxxx, XX 00000-0000
(Address)
12. Determination Letter Required. You may not rely on an opinion letter
issued to Xxxxxx by the National Office of the Internal Revenue Service
as evidence that the Plan is qualified under Section 401 of the Internal
Revenue Code. In order to obtain reliance with respect to qualification
of the Plan, you must receive a determination letter from the
appropriate Key District Office of Internal Revenue. Xxxxxx will prepare
an application for such a letter upon your request at a fee agreed upon
by the parties.
Xxxxxx will inform you of all amendments it makes to the prototype plan.
If Xxxxxx ever discontinues or abandons the prototype plan, Xxxxxx will
inform you. This Plan Agreement #001 may be used only in conjunction
with Xxxxxx'x Basic Plan Document #07.
* * * *
If you have any questions regarding this Plan Agreement, contact Xxxxxx
at:
Xxxxxx Defined Contribution Plans
One Xxxxxx Place B2B
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Phone: 0-000-000-0000
/ /
24
* * * *
EMPLOYER'S ADOPTION OF XXXXXX
FLEXIBLE 401(k) AND PROFIT SHARING PLAN
The Employer named below hereby adopts a XXXXXX FLEXIBLE 401(k) AND PROFIT
SHARING PLAN, and appoints Xxxxxx Fiduciary Trust Company to serve as Trustee
of the Plan. The Employer acknowledges that it has received copies of the
current prospectus for each Investment Product available under the Plan, and
represents that it will deliver copies of the then current prospectus for
each such Investment Product to each Participant before each occasion on
which the Participant makes an investment instruction as to his Account. The
Employer further acknowledges that the Plan will be acknowledged by Xxxxxx as
a Xxxxxx Flexible 401(k) and Profit Sharing Plan only upon Xxxxxx'x
acceptance of this Plan Agreement.
Investment Options
The Employer hereby elects the following as the investment options available
under the Plan:
Xxxxxx Money Market Fund Xxxxxx Income Fund
The Xxxxxx Xxxxxx Fund of Boston The Xxxxxx Fund for Growth and Income
Xxxxxx International Growth Fund Xxxxxx New Opportunities
Xxxxxx OTC Emerging Growth Fund Xxxxxx Voyager Fund
The following investment option shall be the default option: Xxxxxx Money
Market Fund (select the default option from among the investment options
listed above).
Employer signature(s) to adopt Plan: Date of signature:
/s/ A. XXXXX XXXXXXX 2/4/97
------------------------------------ ------------------
------------------------------------ ------------------
Please print name(s) of authorized person(s) signing above:
A. Xxxxx Xxxxxxx
------------------------------------
------------------------------------
A new Plan must be signed by the last day of the Plan Year in which the Plan
is to be effective.
25
* * * *
ACCEPTANCE OF XXXXXX FIDUCIARY TRUST COMPANY AS TRUSTEE
The Trustee accepts appointment in accordance with the terms and conditions
of the Plan, effective as of the date of execution by the Employer set forth
above.
Xxxxxx Fiduciary Trust Company, Trustee
By: /s/ ILLEGIBLE
-------------------------------------------------------
26
* * * *
ACCEPTANCE BY XXXXXX
Xxxxxx hereby accepts this Employer's Plan as a prototype under Xxxxxx Basic
Plan Document #07.
Xxxxxx Mutual Funds Corp.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------------------------
27
