The CORPORATEplan for Retirement SM
EXECUTIVE PLAN
Adoption Agreement
IMPORTANT NOTE
This document has not been approved by the Department of Labor, the Internal
Revenue Service or any other governmental entity. An Adopting Employer must
determine whether the plan is subject to the Federal securities lows and the
securities laws of the various states. An Adopting Employer may not rely on this
document to ensure any particular tax consequences or to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees"
under the Employee Retirement Income Security Act with respect to the Employer's
particular situation. Fidelity Management Trust Company, its affiliates and
employees cannot provide you with legal advice in connection with the execution
of this document. This document should be reviewed by the Employer's attorney
prior to execution.
ADOPTION AGREEMENT
ARTICLE 1
1.01. PLAN INFORMATION
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(b) |
Name of Plan Administrator, if not the Employer:. |
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The Plan Administrator is the agent for service of legal process for the Plan. |
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(c) |
Plan Year End is December 31. |
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(d) |
Plan Status (check one):. |
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(1) |
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Effective Date of new Plan: 10/1/2004 |
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(2) |
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Amendment Effective Date:
The original effective date of the Plan:
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1.02. EMPLOYER
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Address: |
000 Xxxx Xxxxxx P.O. Box 810
Xxxxxx, IN 00000-0000
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Contact's Name: |
Xxxx Xxxxxxx
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Telephone Number: |
(000) 000-0000, ext. 795
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(1) |
Employer's Tax identification Number: 00-0000000 |
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(2) |
Business form of Employer (check one): |
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(A) |
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Corporation (Other than a Subchapter S corporation) |
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(B) |
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Other (e.g., Subchapter S corporation, partnership, sole proprietor) |
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(3) |
Employer's fiscal year end: 12/31 |
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(b) |
The tern "Employer" includes the following Related Employer(s) (as defined
in Section 2.01(a)(21)):
First State Bank, Southwest Indiana
Peoples Bank
Citizens State Bank
First Title Insurance Co., Inc.
The Xxxx Agency, Inc.
German American Financial Advisors & Trust Co.
The German American Bank
First American Bank
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1.03. COVERAGE
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(a) |
The following Employees are eligible to participate its the Plan. |
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(1) |
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Only those Employees listed in Attachment A will be eligible to participate in the
Plan. |
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(2) |
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Only those Employees in the eligible class described below will be eligible to
participate in the Plan:
Those highly compensated or management employees of the Employer who are Indiana
Residents (or whose principal residences are located within the State of Indiana) and
who are specifically designated from time to time by the Human Resources Committee as
eligible to participate in the Plan. |
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(3) |
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Only those Employees described in the Board of Directors Resolutions attached hereto
and hereby made a part hereof will be eligible to participate in the Plan. |
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(b) |
The Entry Date(s) shall be (check one): |
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(1) |
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each January 1. |
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(2) |
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each January 1 and each July 1. |
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(3) |
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each January 1 and each April 1, July 1 and October 1. |
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(4) |
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the first day of each month. |
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(5) |
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immediate upon meeting the eligibility requirements specified in Subsection 1.03(a). |
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1.04. COMPENSATION
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For purposes of determining Contributions under the Plan, Compensation
shall be as defined (check (a) or (b) below, as
appropriate): |
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(a) |
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in Section 2.01(a)(6), (check (1) or (2) below, if and as appropriate): |
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(1) |
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but excluding (check the appropriate box(es)): |
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(A) |
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Overtime Pay. |
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(B) |
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Bonuses. |
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(C) |
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Commissions. |
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(D) |
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The value of a qualified or a non-qualified stock option granted to an Employee
by the Employer to the extent such value is includable in the Employee's taxable
income. |
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(E) |
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The following:
severance pay |
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(2) |
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except as otherwise provided below:
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(b) |
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in the
Plan maintained by the Employer
to the extent it is in excess of the limit Imposed under Code Section
401(a)(17). |
1.05. CONTRIBUTIONS
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(a) |
Employee contributions (Complete all that apply) |
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(1) |
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Deferral Contributions. The Employer shall make a Deferral
Contribution in accordance with, and subject to, Section 4.01 on behalf of each
Participant who has an executed salary reduction agreement in effect with the
Employer for the calendar year (or portion of the calendar year) in question,
not to exceed till 60% of Compensation for that calendar year, subject, however,
to any election regarding bonuses, as set out in Subsection 1.05(a)(2).
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(2) |
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Bonus Contributions. The Employer may allow Participants upon proper
notice and approval to enter into a special salary reduction agreement to make
Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses
designated by the Employer that are made for such Participants during the
calendar year. The Compensation definition elected by the Employer in Section
1.04 must include bonuses if bonus contributions are permitted.
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(b) |
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Matching Contributions (Choose (1) or (2) below, and (3) below, as
applicable.) |
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(1) |
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The Employer shall make a Matching Contribution on behalf of each Participant in
an amount equal to the following percentage of a Participant's Deferral
Contributions during the Plan Year (check one):
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(A) |
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50% |
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(B) |
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100% |
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(C) |
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% |
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(D) |
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(Tiered Match), % of the first
% of the Participant's Compensation
contributed to the Plan. |
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(E) |
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The percentage declared for the year, if any, by a Board of Directors' resolution. |
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(F) |
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Other: 100% of the first 3% of the Participant's Compensation
contributed to this Plan and the German American Bancorp 401(k) Savings Plan (as
defined under the respective plans) for the Plan Year, plus 50% of the next 2%
of the Participant's Compensation contributed to this Plan and the German
American Bancorp 401(k) Savings Plan as "Deferral Contributions" (as defined
under the respective plans) for the Plan Year, provided, however, that in no
event shall the aggregate Employer matching contributions on behalf of any
Participant in any Plan Year, considering both the Matching Contribution under
this Plan and a Matching Employer Contribution under the German American Bancorp
401(k) Savings Plan, exceed 4% of such Participant's Compensation, with any
excess, if any, reducing the Matching Contribution under this
Plan. |
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(2) |
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Matching Contribution Offset. For each Participant who has made
deferrals of at least the maximum amount allowed pursuant to Section 402(g) of
the Code or the maximum allowed under the Employer's plan listed below to such
plan, the Employer shall make a Matching Contribution in an amount equal to (A)
minus (B) below:
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(A) |
The Matching Employer Contribution, as defined in the
Plan that the Participant would have received under the
Plan on the sum of the Deferral Contributions and the Participant's deferrals
hereunder, as defined therein, that the Participant actually made to such Plan,
if no limits otherwise imposed by the Code, and regulations issued thereunder,
applied to such Matching Employer Contribution and the Participant's Deferral
Contributions are deemed to have been made to the Plan; |
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(B) |
The Matching Employer Contributions actually made to such Participant under the
Plan for the Plan Year of the determination of the Matching Contribution
hereunder. |
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(3) |
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Matching Contribution Limits (check the appropriate box(es)):
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(A) |
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Deferral Contributions in excess of 5% of the Participant's Compensation for the
period in question shall not be considered for Matching Contributions. |
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Note: If the Employer elects a percentage limit in (A) above and
requests the Trustee to account separately for matched and unmatched Deferral
Contributions, the Matching Contributions allocated to each Participant must be
computed, and the percentage limit applied, based upon each period.
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(B) |
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Matching Contributions for each Participant for each Plan Year shall be limited
to $
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(4) |
Eligibility Requirement(s) for Matching Contributions. A Participant
who makes Deferral Contributions during the Plan Year under Section 1.05(a)
shall be entitled to Matching Contributions for that Plan Year if the
Participant satisfies the following requirement(s) (Check the appropriate
box(es). Options (B) and (C) may not be elected together):
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(A) |
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Is employed by the Employer on the last day of the Plan Year. |
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(B) |
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Earns at least 500 Hours of Service during the Plan Year. |
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(C) |
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Earns at least 1,000 Hours of Service during the Plan Year. |
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(D) |
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Other: |
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(E) |
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No requirements. |
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Note: If option (A), (B) or (C) above is selected, then Matching
Contributions can only be made by the Employer after the Plan Year ends. Any
Matching Contribution made before Plan Year end shall not be subject to the
eligibility requirements of this Section 1.05(b)(3)). |
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(c) |
Employer Contributions |
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(1) |
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Fixed Employer Contributions. The Employer shall make an Employer Contribution
on behalf of each Participant in an amount determined as described below (check
at least one):
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(A) |
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In an amount equal to
%
of each Participant's Compensation each Plan Year. |
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(B) |
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In an amount determined and allocated as described below:
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(C) |
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In an amount equal to (check at least one): |
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(i) |
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Any profit sharing contribution that the Employer would have made on
behalf of the Participant under the following qualified defined
contribution plan but for the limitations imposed by Code Section
401(a)(17):
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(ii) |
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Any contribution described in Code Section 401(m) that the Employer would have
made on behalf of the Participant under the following qualified defined
contribution plan but for the limitations imposed by Code Section
401(a)(17):
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(2) |
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Discretionary Employer Contributions. The Employer may
make Employer Contributions to the accounts of Participants in any amount, as
determined by the Employer in its sole discretion from time to time, which
amount may be zero.
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(3) |
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Eligibility Requirement(s) for Employer Contributions. A
Participant shall only be entitled to Employer Contributions under Section
1.05(c)(1) for a Plan Year if the Participant satisfies the following
requirement(s) (Check the appropriate box(es). Options (B) and (C) may not be
elected together):
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(A) |
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Is employed by the Employer on the last day of the Plan Year. |
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(B) |
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Earns at least 500 Hours of Service during the Plan Year. |
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(C) |
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Earns at least 1,000 Hours of Service during the Plan Year. |
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(D) |
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Other: |
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(E) |
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No requirements. |
1.06. DISTRIBUTION DATES
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Distribution from a Participant's Account pursuant to Section 8.02 shall begin
upon the following date(s) (check either (a) or (b); check (c), if desired):
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(a) |
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Non-Class Year Accounting (complete (1) and (2)). |
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(1) |
The earliest of termination of employment with the Employer and the following
event(s) (check appropriate box(es); if none selected, all distributions will be
upon termination of employment):
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(A) |
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Attainment of Normal Retirement Age (as defined in Section 1.07(f)). |
- 7 -
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(B) |
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Attainment of Early Retirement Age (as defined in Section 1.07(g)). |
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(C) |
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The date on which the Participant becomes disabled (as defined in Section 1.07(h)). |
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(2) |
Timing of distribution (check either (A) or (B)).
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(A) |
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The Distribution of the Participant's Account will begin in the month following the event described in
(a)(1) above. |
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(B) |
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The Distribution of the Participant's Account will be begin as soon as
administratively feasible in the calendar year following distribution event
described in (a)(1) above. |
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(b) |
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Class Year Accounting (complete (1) and (2)). |
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(1) |
Upon (check at least one; (A) must be selected if plan has contributions
pursuant to section 1.05(b) or (c)):
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(A) |
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Termination of employment with the Employer. |
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(B) |
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The date elected by the Participant, pursuant to Plan Section 8.02, and subject
to the restrictions imposed in Plan Section 8.02 with respect to future Deferral
Contributions, in which event such date of distribution must be at least one
year after the date such Deferral Contribution would have been, paid to the
Participant in cash in the absence of the election. to make the Deferral
Contribution. |
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(2) |
Timing of distribution (check either (A) or (B)).
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(A) |
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The Distribution of the Participant's Account will begin __________ (specify month and day) following the
event described in (b)(1) above. |
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(B) |
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The Distribution of the Participant's Account will begin ___________ (specify month and day) of the
calendar year following the event described in (b)(1) above. |
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(c) |
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As soon as administratively feasible following a Change of Control (as
defined in Section 1.12). |
1.07. VESTING SCHEDULE
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(a) |
The Participant's vested percentage in Matching Contributions elected in
Section 1.05(b) shall he based upon the schedule(s) selected
below. |
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(1) |
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N/A - No Matching Contributions
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(2) |
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100% Vesting immediately
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(3) |
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3 year cliff (see C below)
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(4) |
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5 year cliff (see D below)
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(5) |
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6 year graduated (see E below)
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(6) |
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7 year graduated (see F below)
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(7) |
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G below
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(8) |
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Other (Attachment "B")
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Vesting Schedule |
Years of
Service for
Vesting |
C |
D |
E |
F |
G |
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| 0 |
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0 |
% |
0 |
% |
0 |
% |
0 |
% |
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| 1 |
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0 |
% |
0 |
% |
0 |
% |
0 |
% |
| 2 |
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0 |
% |
0 |
% |
20 |
% |
0 |
% |
| 3 |
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100 |
% |
0 |
% |
40 |
% |
20 |
% |
| 4 |
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100 |
% |
0 |
% |
60 |
% |
40 |
% |
| 5 |
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100 |
% |
100 |
% |
80 |
% |
60 |
% |
| 6 |
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100 |
% |
100 |
% |
100 |
% |
80 |
% |
| 7 |
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100 |
% |
100 |
% |
100 |
% |
100 |
% |
100 |
% |
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(b) |
The Participant's vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the
schedule(s) selected below. |
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(1) |
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N/A - No Employer Contributions
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(2) |
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100% Vesting immediately
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(3) |
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3 year cliff (see C below)
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(4) |
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5 year cliff (see D below)
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(5) |
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6 year graduated (see E below)
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(6) |
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7 year graduated (see F below)
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(7) |
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G below
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(8) |
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Other (Attachment "B")
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Vesting Schedule |
Years of
Service for
Vesting |
C |
D |
E |
F |
G |
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| 0 |
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0 |
% |
0 |
% |
0 |
% |
0 |
% |
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| 1 |
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0 |
% |
0 |
% |
0 |
% |
0 |
% |
| 2 |
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0 |
% |
0 |
% |
20 |
% |
0 |
% |
| 3 |
|
100 |
% |
0 |
% |
40 |
% |
20 |
% |
| 4 |
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100 |
% |
0 |
% |
60 |
% |
40 |
% |
| 5 |
|
100 |
% |
100 |
% |
80 |
% |
60 |
% |
| 6 |
|
100 |
% |
100 |
% |
100 |
% |
80 |
% |
| 7 |
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100 |
% |
100 |
% |
100 |
% |
100 |
% |
100 |
% |
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(c) |
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Years of Service for Vesting shall exclude (check one): |
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(1) |
for new plans, service prior to the Effective Date as defined in Section 1.01(d)(1).
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(2) |
for existing plans converting from another plan document, service prior the original
Effective Date as defined in Section 1.01(d)(2).
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(d) |
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Participant will forfeit his Matching Contributions and Employer Contributions upon the
occurrence of the following event(s):
(i) a Participant's willful breach of any applicable confidentiality or
non-competition agreement with the Employer, (ii) a Participant's willful (a)
dishonesty, (b) fraud or (c) misconduct with respect to the business or affairs
of the Employer or an affiliate which materially and adversely affects the
operations or reputation of the Employer or a Related Employer (monetarily or
otherwise); or (iii) a Participant's conviction of a felony crime involving
moral turpitude or a crime involving property of the Employer or a Related
Employer, or entry of a plea of nolo contender thereof.
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(e) |
A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (check the
appropriate box(es), if any; if 1.06(c) is selected, Participants will automatically vest upon Change of
Control as defined in Section 1.12);
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(1) |
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Normal Retirement Age (as defined in Section 1.07(e)).
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(2) |
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Early Retirement Age (as defined in Section 1.07(f)).
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(3) |
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Death.
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(4) |
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The date on which the Participant becomes disabled, as determined under Section
1.07(h) of the Plan.
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(f) |
Normal Retirement Age under the Plan is (check one):
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(1) |
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age 65.
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(2) |
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age (specify from 55 through 64).
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(3) |
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the later of age (cannot exceed 65) or the fifth anniversary of the
Participant's Commencement Date.
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If no box is checked in this Section 1.07(f), then Normal Retirement Age is 65.
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(g) |
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Early Retirement Age is the first day of the month after the Participant attains age 59.5
(specify 55 or greater) and completes 0 Years of Service for Vesting.
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(h) |
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The date on which a Participant becomes disabled is determined (check one):
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(1) |
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under the long-term disability plan maintained by the Employer in which the
Participant participates.
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(2) |
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under Title II or XVI of the Social Security Act.
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(3) |
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In the sole discretion of the Administrator based on factors applied in a uniform and
nondiscriminatory manner.
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1.08. PREDECESSOR EMPLOYER SERVICE
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Service for purposes of vesting in Section 1.07(a) and (b) shall include service with the following
employer(s): |
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1.09. UNFORESEEABLE
EMERGENCY WITHDRAWALS
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Participant withdrawals for unforeseeable emergency prior to termination of
employment (check one; (b) must be selected if 1.06(b) has been
selected): |
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(a) |
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will be allowed in accordance with Section 7.07, subject to a $1,000)
minimum amount. (Must beat least $1,000) |
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(b) |
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will not be allowed |
1.10. DISTRIBUTIONS
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Subject to Articles 7 and 8 distributions under the Plan are always available as a lump sum. Check below to
allow distributions in installment payments: |
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under a systematic withdrawal plan (installments) not to exceed 10 years. |
1.11. INVESTMENT DECISIONS
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(a) |
Investments Directions
Investments in which the Accounts of Participants shall be treated as invested
and reinvested shall be directed (check one): |
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(1) |
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by the Employer among the options listed in (b) below.
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(2) |
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by each Participant among the options listed in (b) below.
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(3) |
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in accordance with investment directions provided by each Participant for all
contribution sources in a Participant's Account except the following sources shall be
invested as directed by the Employer (check (A) and/or (B)):
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(A) |
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Nonelective Employer Contributions
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(B) |
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Matching Employer Contributions
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The Employer must direct the applicable sources among the same investment options made
available for Participant directed sources listed in the Service Agreement.
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(b) |
Plan Investment Options
Participant Accounts will be treated as invested among the Investment Funds listed in the Service
Agreement from time to time pursuant to Participant and/or Employer directions, as applicable. |
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Note: |
The-method and frequency for change of investments will be determined under the
rules applicable to the selected funds, Information will be provided regarding
expenses, if any, for changes in investment options. |
1.12. CHANGE IN CONTROL
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If Section 1.06(c) is selected, then, pursuant to Section 7.08 and
notwithstanding any other provision of the Plan to the contrary, the Account
Balances of all Participants shall then become immediately nonforfeitable and
shall become payable to the Participants as sown as practicable upon a change in
the control of the Employer, as defined below:
For purposes of this Section 1.12, a "Change in Control" means the occurrence
of any of the following events, as determined by the Plan Administrator, in its
sole discretion:
(1) German American Bancorp becomes a party to an agreement of merger,
consolidation or other reorganization (i) pursuant to which German American
Bancorp will be merged or consolidated with another company (other than an
Employer or the Related Employer), and German American Bancorp will not be the
surviving or resulting corporation, or (ii) which will result in less than 51%
of the outstanding voting securities of the surviving or resulting entity being
beneficially owned (within the meaning of Rule 13(d)(3) under the Exchange Act),
directly or indirectly, by the former shareholders (determined immediately prior
to such merger, consolidation or other reorganization) of German American
Bancorp;
(2) German American Bancorp becomes a party to an agreement providing for the
sale or other disposition by German American Bancorp of all or substantially all
of the assets of German American Bancorp to any individual, partnership, joint
venture, association, trust, corporation, or other entity that is not a Related
Employer;
(3) the acquisition by any individual, entity, or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), of beneficial ownership
(within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of an aggregate of 50% or more of the combined voting power of the
then outstanding common stock of German American Bancorp; or
(4) incumbent Directors cease to be a majority of German American Bancorp's
Board.
Notwithstanding the preceding provisions, in no event shall the acquisition of
shares of stock of German American Bancorp by an "employee benefit plan" (within
the meaning of Section 3(3) of the Employee Retirement Income Security Act of
1974) sponsored by German American Bancorp or a Related Employer be considered
a Change in Control. |
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The following terms in the definition of "Change in Control" have the following
meanings:
"Exchange Act" means the
Securities Exchange Act of 1934, as amended.
"Incumbent Director" means a
director serving on German American Bancorp's Board of Directors who (i) was a
director on the effective date of this Plan or (ii) was later elected as a
director (except a director whose initial assumption of office was in connection
with an actual or threatened election contest, including but not limited to a
consent solicitation, related to the election of directors) and whose
appointment, election, or nomination for election was approved or recommended by
a vote of at least two-thirds of the directors then still in office who either
were directors on the effective date of this plan or whose appointment,
election, or nomination for election was previously so approved or recommended. |
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Note: Internal Revenue Code Section 280G could impose certain,
adverse tax consequences on both Participants and the Employer as a result of
the application of Section 11.12. The Employer should consult with its attorney
prior to selecting to apply Section 1.06(c). |
1.13. RELIANCE ON PLAN
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An adopting Employer may not rely solely on this Plan to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees"
with respect to the Employer's particular situation. This Agreement must be
reviewed by the Employer's attorney before it is executed.
This Adoption Agreement may be used only in conjunction with the CORPORATEplan
for Retirement Executive Plan Basic Plan Document. |
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EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 17th day of August, 2004.
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Employer GERMAN AMERICAN BANCORP
By /s/ Xxxx X. Xxxxxxxxx
Title President/CEO
Employer GERMAN AMERICAN BANCORP
By /s/ Xxxx X. Xxxxxxx
Title Vice President
|
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EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 17th day of August, 2004.
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Employer GERMAN AMERICAN BANCORP
By /s/ Xxxx X. Xxxxxxxxx
Title President/CEO
Employer GERMAN AMERICAN BANCORP
By /s/ Xxxx X. Xxxxxxx
Title Vice President
|
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Attachment A
Pursuant to Section 1.03(a), the following are the Employees who are eligible to
participate in the Plan:
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Employer GERMAN AMERICAN BANCORP
By /s/ Xxxx X. Xxxxxxxxx
Title President/CEO
Date August 17, 2004
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Note: |
The Employer must revise Attachment A to add Employees as they become eligible or delete
Employees who are no longer eligible. Attachment A should be signed and dated every time
a change is made. |
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Attachment B
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(a) |
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The Participant's vested percentage in Matching Contributions elected in
Section 1.05(b) shall be based upon the following schedule:
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(b) |
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The Participant's vested percentage in Employer Contributions elected in Section 1.05(c) shall
be based upon the following schedule:
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