Plan #001
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
OnBank & Trust Co.
The Employer named below hereby establishes a Cash or Deferred Profit-Sharing
Plan for eligible Employees as provided in this Adoption Agreement and the
accompanying Basic Prototype Plan and Trust/Custodial Account Basic Plan
Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete this section
based on the lead Employer. Additional Employers may adopt this Plan
by xxxxxxxxx executed signature pages to the back of the Employer's
Adoption Agreement.
(a) NAME AND ADDRESS:
Resort Funding, Inc.
Two Clinton Square
Syracuse, NY 13202
(b) TELEPHONE NUMBER: (000)000-0000
(c) TAX ID NUMBER: 00-0000000
(4) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[x] (iii) Corporation
[ ] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
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(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE INSTRUCTIONS TO THE
TRUSTEE/CUSTODIAN:
Xxxxxx Xxxxxx, Xxxxx Xxxxxx & Retirement Committee
(f) NAME OF PLAN: Resort Funding, Inc. Profit Sharing & 401k Plan
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 001
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of January 1, 1997.
(b) This is an amended Plan.
The effective date of the original Plan was ______.
The effective date of the amended Plan is _______________.
(c) If different from above, the Effective Date for the Plan's Elective
Deferral provisions shall be ______________.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to Institutional
Trustees only.) Investment in collective or commingled funds as
permitted at paragraph 13.3 (b) of the Basic Plan Document #04 shall
only be made to the following specifically named fund(s):
Funds made available after the execution of this Adoption Agreement
will be listed on schedules attached to the end of this Adoption
Agreement.
(b) "Compensation" Compensation shall be determined on the basis of the:
[ ] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
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[x] (iii) Calendar Year.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-l(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[ ] (v) Code Section 3401(a) Compensation, or
[x] (vi) Code Section 415 Compensation.
Compensation [x] shall [ ] shall not include Employer contributions
made pursuant to a Salary Savings Agreement which are not includable
in the gross income of the Employee for the reasons indicated in the
definition of Compensation at 1.12 of the Basic Plan Document #04.
For purposes of the Plan, Compensation shall be limited to
$________, the maximum amount which will be considered for Plan
purposes. [If an amount is specified, it will limit the amount of
contributions allowed on behalf of higher compensated Employees.
Completion of this section is not intended to coordinate with the
$200,000 of Code Section 415(d), thus the amount should be less than
$200,000 as adjusted for cost-of-living increases.]
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on
which an Employee meets the eligibility requirements.
[x] (ii) The earlier of the first day of the Plan Year or the
first day of the seventh month of the Plan Year
coinciding with or following the date on which an
Employee meets the eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date on
which the Employee meets the eligibility requirements.
If this election is made, the Service requirement at
4(a)(ii) may not exceed 1/2 year and the age requirement
at 4(b)(ii) may not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding with or following
the date on which an Employee meets the eligibility
requirements.
[ ] (v) The first day of the Plan Year, or the first day of the
fourth month, or the first day of the seventh month or
the first day of the tenth month,
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of the Plan Year coinciding with or following the date
on which an Employee meets the eligibility requirements.
(d) "Hours of Service" Shall be determined on the basis of the method
selected below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan as follows:
[x] (i) On the basis of actual hours for which an Employee is
paid or entitled to payment.
[ ] (ii) On the basis of days worked.
An Employee shall be credited with ten (10) Hours of
Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at
least one (1) Hour of Service during the day.
[ ] (iii) On the basis of weeks worked.
An Employee shall be credited with forty-five (45) Hours
of Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at
least one (1) Hour of Service during the week.
[ ] (iv) On the basis of semi-monthly payroll periods.
An Employee shall be credited with ninety-five (95)
Hours of Service if under paragraph 1.42 of the Basic
Plan Document #04 such Employee would be credited with
at least one (1) Hour of Service during the semi-monthly
payroll period.
[ ] (v) On the basis of months worked.
An Employee shall be credited with one-hundred-ninety
(190) Hours of Service if under paragraph 1.42 of the
Basic Plan Document #04 such Employee would be credited
with at least one (1) Hour of Service during the month.
(e) "Limitation Year" The 12-consecutive month period commencing on
January 1 and ending on December 31.
If applicable, the Limitation Year will be a short Limitation Year
commencing on _____________ and ending on _______________.
Thereafter, the Limitation Year shall end on the date last specified
above.
(f) "Net Profit"
[x] (i) Not applicable (profits will not be required for any
contributions to the Plan).
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[ ] (ii) As defined in paragraph 1.49 of the Basic Plan Document
#04.
[ ] (iii) Shall be defined as:
-------------------------------------------
(Only use if definition in paragraph 1.49 of the Basic
Plan Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on January 1
and ending on December 31.
If applicable, the Plan Year will be a short Plan Year commencing on
____ and ending on __________. Thereafter, the Plan Year shall end
on the date last specified above.
(h) "Qualified Early Retirement Age" For purposes of making
distributions under the provisions of a Qualified Domestic Relations
Order, the Plan's Qualified Early Retirement Age with regard to the
Participant against whom the order is entered [ ] shall [x] shall
not be the date the order is determined to be qualified. If "shall"
is elected, this will only allow payout to the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of
paragraph 8.7 of the Basic Plan Document #04 [x] are [ ] are not
applicable. If not applicable, the survivor annuity shall be ___%
(50%, 66-2/3%, 75% or 100%) of the annuity payable during the lives
of the Participant and Spouse. If no answer is specified, 50% will
be used.
(j) "Taxable Wage Base" [paragraph 1.79]
[x] (i) Not Applicable - Plan is not integrated with Social
Security.
[ ] (ii) The maximum earnings considered wages for such Plan Year
under Code Section 3121(a).
[ ] (iii) _______% (not more than 100%) of the amount considered
wages for such Plan Year under Code Section 3121(a).
[ ] (iv) $______, provided that such amount is not in excess of
the amount determined under paragraph 3(j)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all subsequent Plan
Years, 20% of the maximum earnings considered wages for
such Plan Year under Code Section 3121(a).
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NOTE: Using less than the maximum at (ii) may result in a change in the
allocation formula in Section 7.
(k) "Valuation Date(s)" Allocations to Participant Accounts will be done
in accordance with Article V of the Basic Plan Document #04:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii)Monthly (vii) Annually
(iv) Bi-Monthly
Indicate Valuation Date(s) to be used by specifying option from list
above:
Type of Contribution(s) Valuation Date(s)
----------------------- -----------------
After-Tax Voluntary Contributions [Section 6]
---
Elective Deferrals [Section 7(b)] v
---
Matching Contributions [Section 7(c)] v
---
Qualified Non-Elective Contributions [Section 7(d)] v
---
Non-Elective Contributions [Section 7(e), (f) and (g)] v
---
Minimum Top-Heavy Contributions [Section 7(i)] v
---
(l) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period
during which an Employee is credited with 1000 (not more than
1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-consecutive month
period during which an Employee is credited with 501 (not more
than 1,000) Hours of Service. (For Plan Years beginning in
1990 and thereafter, if a number greater than 501 is
specified, it will be deemed to be 501.)
(iii) For Vesting Purposes: The 12-consecutive month period during
which an Employee is credited with 1000 (not more than 1,000)
Hours of Service.
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4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
[x] (ii) The Plan shall cover only Employees having completed at
least one [not more than three (3)] Years of Service. If
more than one (1) is specified, for Plan Years beginning
in 1989 and later, the answer will be deemed to be one
(1).
NOTE: If the eligibility period selected is less than one
year, an Employee will not be required to complete any
specified number of Hours of Service to receive credit
for such period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[x] (ii) The Plan shall cover only Employees having attained age
21 (not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and service
requirements with the following exceptions:
[ ] (i) No exceptions.
[x] (ii) The Plan shall exclude 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
Representative" does not include any organization more
than half of whose members are Employees who are owners,
officers, or executives of the Employer.
[ ] (iii) The Plan shall exclude Employees who are nonresident
aliens and who receive no earned income from the
Employer which constitutes income from sources within
the United States.
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(d) Employees on Effective Date:
[ ] (i) Not Applicable. All Employees will be required to
satisfy both the age and Service requirements specified
above.
[x] (ii) Employees employed on the Plan's Effective Date do not
have to satisfy the Service requirements specified
above.
[ ] (iii) Employees employed on the Plan's Effective Date do not
have to satisfy the age requirements specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reaching a specified age, the Normal Retirement Age selected below
may not exceed the Employer imposed mandatory retirement age.
[ ] (i) Normal Retirement Age shall be ____ (not to exceed age
65)
[x] (ii) Normal Retirement Age shall be the later of attaining
age 65 (not to exceed age 65) or the 5 (not to exceed
the 5th) anniversary of the first day of the first Plan
Year in which the Participant commenced participation in
the Plan.
(b) Early Retirement Age:
[ ] (i) Not Applicable.
[x] (ii) The Plan shall have an Early Retirement Age of 55 (not
less than 55) and completion of______ Years of Service.
6. EMPLOYEE CONTRIBUTIONS
[x] (a) Participants shall be permitted to make Elective
Deferrals in any amount from 1 % up to 15 % of their
Compensation.
If (a) is applicable, Participants shall be permitted to
amend their Salary Savings Agreements to change the
contribution percentage as provided below:
[ ] (i) On the Anniversary Date of the Plan,
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|_| (ii) On the Anniversary Date of the Plan and on the first
day of the seventh month of the Plan Year,
|X| (iii) On the Anniversary Date of the Plan and on the first
day following any Valuation Date, or
|_| (iv) Upon 30 days notice to the Employer.
|_| (b) Participants shall be permitted to make after tax Voluntary
Contributions.
|_| (c) Participants shall be required to make after tax Voluntary
Contributions as follows (Thrift Savings Plan):
|_| (i) _______% of Compensation.
|_| (ii) A percentage determined by the Employee on his or her
enrollment form.
|_| (d) If necessary to pass the Average Deferral Percentage Test,
Participants |_| may |_| may not have Elective Deferrals
recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution
Percentage Test will apply to contributions under (b) and
(c) above, and may apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in
accordance with the formula or formulas selected below. The
Employer's contribution shall be subject to the limitations
contained in Articles III and X. For this purpose, a
contribution for a Plan Year shall be limited for the
Limitation Year which ends with or within such Plan Year.
Also, the integrated allocation formulas below are for Plan
Years beginning in 1989 and later. The Employer's
allocation for earlier years shall be as specified in its
Plan prior to amendment for the Tax Reform Act of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
|_| (A) Matching Contributions.
|_| (B) Qualified Non-Elective Contributions.
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|X| (C) discretionary contributions.
(ii) No Net Profits are required for:
|X| (A) Matching Contributions.
|_| (B) Qualified Non-Elective Contributions.
|_| (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed regardless
of profits.
|X| (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each
Participant's account an amount equal to the amount withheld
from the Compensation of such Participant pursuant to his or
her Salary Savings Agreement. If applicable, the maximum
percentage is specified in Section 6 above.
An Employee who has terminated his or her election under the
Salary Savings Agreement other than for hardship reasons may
not make another Elective Deferral:
|_| (i) until the first day of the next Plan Year.
|X| (ii) until the first day of the next valuation period.
|_| (iii) for a period of ____ month(s) (not to exceed 12
months).
|_| (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
|_| (i) Percentage Match: The Employer shall contribute
and allocate to each eligible Participant's
account an amount equal to _____% of the amount
contributed and allocated in accordance with
paragraph 7(b) above and (if checked) __% of |_|
the amount of Voluntary Contributions made in
accordance with paragraph 4.1 of the Basic Plan
Document #04. The Employer shall not match
Participant Elective Deferrals as provided above
in excess of $______ or in excess of ______% of
the Participant's Compensation or if applicable,
Voluntary Contributions in excess of $_____ or in
excess of _______% of the Participant's
Compensation. In no event will the match on both
Elective Deferrals and Voluntary Contributions
exceed a combined amount of $____ or _____%.
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|X| (ii) Discretionary Match: The Employer shall contribute and
allocate to each eligible Participant's account a
percentage of the Participant's Elective Deferral
contributed and allocated in accordance with paragraph
7(b) above. The Employer shall set such percentage prior
to the end of the Plan Year. The Employer shall not
match Participant Elective Deferrals in excess of
$_______ or in excess of _____% of the Participant's
Compensation.
|_| (iii) Tiered Match: The Employer shall contribute and allocate
to each Participant's account an amount equal to ____%
of the first ___% of the Participant's Compensation, to
the extent deferred.
_______% of the next ____% of the Participant's
Compensation, to the extent deferred.
_______% of the next ____% of the Participant's
Compensation, to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as the
percentage of Participant's contribution increases.
|_| (iv) Flat Dollar Match: The Employer shall contribute and
allocate to each Participant's account $_____ if the
Participant defers at least 1% of Compensation.
|_| (v) Percentage of Compensation Match: The Employer shall
contribute and allocate to each Participant's account
_____% of Compensation if the Participant defers at
least 1% of Compensation.
|_| (vi) Proportionate Compensation Match: The Employer shall
contribute and allocate to each Participant who defers
at least 1% of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a
fraction the numerator of which is the Participant's
Compensation and the denominator of which is the
Compensation of all Participants eligible to receive
such an allocation. The Employer shall set such
discretionary contribution prior to the end of the Plan
Year.
|_| (vii) Qualified Match: Employer Matching Contributions will be
treated as Qualified Matching Contributions to the
extent specified below:
|_| (A) All Matching Contributions.
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|_| (B) None.
|_| (C) ____% of the Employer's Matching Contribution.
|_| (D) up to _____% of each Participant's
Compensation.
|_| (E) The amount necessary to meet the |_| Average
Deferral Percentage (ADP) test, |_| Average
Contribution Percentage (ACP) test, |_| Both
the ADP and ACP tests.
(viii) Matching Contribution Computation Period: The
time period upon which matching contributions
will be based shall be
|_| (A) weekly
|_| (B) bi-weekly
|_| (C) semi-monthly
|X| (D) monthly
|_| (E) quarterly
|_| (F) semi-annually
|_| (0) annually
(ix) Eligibility for Match: Employer Matching Contributions,
whether or not Qualified, will only be made on Employee
Contributions not withdrawn prior to the end of the |X|
valuation period |_|Plan Year.
|X| (d) Qualified Non-Elective Employer Contribution [See paragraphs
(h) and (i)] These contributions are fully vested when
contributed.
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as
a percentage of the Compensation of all eligible Employees.
This part of the Employer's contribution and the allocation
thereof shall be unrelated to any
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Employee contributions made hereunder. The amount of Qualified
non-Elective Contributions taken into account for purposes of
meeting the ADP or ACP test requirements is:
|_| (i) All such Qualified non-Elective Contributions.
|X| (ii) The amount necessary to meet |_| the ADP test, |_|
the ACP test. |X| Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
|X| (iii) All Employees eligible to participate.
|_| (iv) Only non-Highly Compensated Employees eligible to
participate.
|X| (e) Additional Employer Contribution Other Than Qualified
Non-Elective Contributions - Non-Integrated [See paragraphs
(h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as
a percentage of the Compensation of all eligible Employees.
This part of the Employer's contribution and the allocation
thereof shall be unrelated to any Employee contributions made
hereunder.
|_| (f) Additional Employer Contribution - Integrated Allocation
Formula [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's contribution for
the Plan Year plus any forfeitures shall be allocated to the
accounts of eligible Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation
equal to 3% of their Compensation.
(ii) Next, any remaining Employer Contributions and
forfeitures will be allocated to Participants who have
Compensation in excess of the Taxable Wage Base (excess
Compensation). Each such Participant will receive an
allocation in the ratio that his or her excess
compensation bears to the excess Compensation of all
Participants. Participants may only receive an
allocation of 3% of excess Compensation.
(iii) Next, any remaining Employer contributions and
forfeitures will be allocated to all Participants in the
ratio that their Compensation plus excess Compensation
bears to the total Compensation plus excess Compensation
of all Participants.
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Participants may only receive an allocation of up to
2.7% of their Compensation plus excess Compensation,
under this allocation method. If the Taxable Wage Base
defined at Section 3(j) is less than or equal to the
greater of $10,000 or 20% of the maximum, the 2.7% need
not be reduced. If the amount specified is greater than
the greater of $10,000 or 20% of the maximum Taxable
Wage Base, but not more than 80%, 2.7% must be reduced
to 1.3%. If the amount specified is greater than 80% but
less than 100% of the maximum Taxable Wage Base, the
2.7% must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy
minimum contribution or benefit is provided under
another Plan [see Section 11(c)(ii)] covering the
same Employees, sub-paragraphs (i) and (ii) above
may be disregarded and 5.7%. 4.3% or 5.4% may be
substituted for 2.7%, 1.3% or 2.4% where it
appears in (iii) above.
(iv) Next, any remaining Employer contributions and
forfeitures will be allocated to all Participants
(whether or not they received an allocation under the
preceding paragraphs) in the ratio that each
Participant's Compensation bears to all Participants'
Compensation.
|_| (g) Additional Employer Contribution - Alternative Integrated
Allocation Formula [See paragraph (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. To the extent that such
contributions are sufficient, they shall be allocated as
follows:
____% of each eligible Participant's Compensation plus ___% of
Compensation in excess of the Taxable Wage Base defined at
Section 3(j) hereof. The percentage on excess compensation may
not exceed the lesser of (i) the amount first specified in
this paragraph or (ii) the greater of 5.7% or the percentage
rate of tax under Code Section 3111(a) as in effect on the
first day of the Plan Year attributable to the Old Age (OA)
portion of the OASDI provisions of the Social Security Act. If
the Employer specifies a Taxable Wage Base in Section 3(j)
which is lower than the Taxable Wage Base for Social Security
purposes (SSTWB) in effect as of the first day of the Plan
Year, the percentage contributed with respect to excess
Compensation must be adjusted. If the Plan's Taxable Wage Base
is greater than the larger of $10,000 or 20% of the SSTWB but
not more than 80% of the SSTWB, the excess percentage is 4.3%.
If the Plan's Taxable Wage Base is greater than 80% of the
SSTWB but less than 100% of the SSTWB, the excess percentage
is 5.4%.
NOTE: Only one plan maintained by the Employer may be integrated
with Social Security.
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(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an
Excess Amount, such excess shall be:
|_| (i) placed in a suspense account accruing no gains or
losses for the benefit of the Participant.
|_| (ii) reallocated as additional Employer contributions
to all other Participants to the extent that they
do not have any Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum
of the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of
this Adoption Agreement shall not be less than the amount
required under paragraph 14.2 of the Basic Plan Document #04.
Top-Heavy minimums will be allocated to:
|X| (i) all eligible Participants.
|_| (ii) only eligible non-Key Employees who are
Participants.
(j) Return of Excess Contributions and/or Excess Aggregate
Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP and ACP tests and the sum of such
tests exceeds the Aggregate Limit, the limit will be satisfied
by reducing the:
|_| (i) the ADP of the affected Highly Compensated
Employees.
|_| (ii) the ACP of the affected Highly Compensated
Employees.
|X| (iii) a combination of the ALP and ACP of the affected
Highly Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) For Plan Years beginning prior to 1990:
|_| (i) For Plan Years beginning prior to 1990, the
Employer will not allocate Employer related
contributions to any Participant who terminates
employment during the Plan Year.
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|_| (ii) The Employer will allocate Employer related
contributions to Employees who terminate during
the Plan Year as a result of:
|_| (1) Retirement.
|_| (2) Disability.
|_| (3) Death.
|_| (4) Other termination provided that the
Participant has completed a Year of
Service.
|_| (5) Other termination.
(b) For Plan Years beginning in 1990 and thereafter, the Employer will
allocate Employer related contributions to any Participant who is
credited with more than 500 Hours of Service or is employed on the
last day of the Plan Year without regard to the number of Hours of
Service.
The Employer will also allocate Employer related contributions to
any Participant who terminates during the Plan Year without accruing
the necessary Hours of Service if they terminate as a result of:
|X| (i) Retirement.
|X| (ii) Disability.
|X| (iii) Death.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (c) below apply to forfeitures of amounts
other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
If forfeitures are allocated to Participants, such allocations shall
be done in the same manner as the Employer's contribution.
|_| (i) Not Applicable. All contributions are always fully
vested.
|X| (ii) Forfeitures shall be allocated to Participants in the
same manner as the Employer's contribution.
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If allocation to other Participants is selected, the
allocation shall be as follows:
|1| Amount attributable to Employer discretionary
contributions and Top-Heavy minimums will be
allocated to:
|_| all eligible Participants under the Plan.
|_| only those Participants eligible for an allocation
of matching contributions in the current year.
|2| Amounts attributable to Employer Matching
contributions will be allocated to:
|X| all eligible Participants.
|_| only those Participants eligible for allocations
of matching contributions in the current year.
|_| (iii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
|_| (iv) Forfeitures shall be applied to offset administrative
expenses of the Plan. If forfeitures exceed these
expenses, (iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even if
the Employer elects (ii), (iii) or (iv) below as its normal
administrative policy.
|_| (i) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Participant incurs his or
her fifth consecutive one year Break In Service.
|_| (ii) Forfeitures will be reallocated immediately (as of the
next Valuation Date).
|_| (iii) Forfeitures shall be reallocated at the end of the Plan
Year during which the former Employee incurs his or her
__ (1st, 2nd, 3rd, or 4th) consecutive one year Break In
Service.
|X| (iv) Forfeitures will be reallocated immediately (as of the
Plan Year end).
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(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks in
Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated (fill
in the appropriate number):
[1] (i) Current year's forfeitures.
[3] (ii) Additional Employer contribution.
[2] (iii) Income or gain to the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
|_| (i) Applied to reduce Employer contributions.
|_| (ii) Allocated, after all other forfeitures under the Plan,
to the Matching Contribution account of each non-Highly
Compensated Participant who made Elective Deferrals or
Voluntary Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for such Plan
Year. Such forfeitures cannot be allocated to the
account of any Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied at
the end of the Plan Year in which they occur.
10. CASH OPTION
|_| (a) The Employer may permit a Participant to elect to defer
to the Plan, an amount not to exceed ______% of any
Employer paid cash bonus made for such Participant for
any year. A Participant must file an election to defer
such contribution at least fifteen (15) days prior to
the end of the Plan Year. If the Employee fails to make
such an election, the entire Employer paid cash bonus to
which the Participant would be entitled shall be paid as
cash and not to the Plan. Amounts deferred under this
section shall be treated for all purposes as Elective
Deferrals. Notwithstanding the above, the election to
defer must be made before the bonus is made available to
the Participants.
|_| (b) Not Applicable.
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11. LIMITATIONS ON ALLOCATIONS
|X| This is the only Plan the Employer maintains or ever maintained;
therefore, this section is not applicable.
|_| The Employer does maintain or has maintained another Plan (including
a Welfare Benefit Fund or an individual medical account [as defined
in Code Section 415(1)(2)], under which amounts are treated as
Annual Additions) and has completed the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit Fund
or an individual medical account [as defined in Code Section
415(1)(2)], in which any Participant in this Plan is (or was) a
participant or could possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master or
Prototype Plan:
|_| (i) the provisions of Article X of the Basic Plan Document
#04 will apply, as if the other plan were a Master or
Prototype Plan.
|_| (ii) Attach provisions stating the method under which the
plans will limit total Annual Additions to the Maximum
Permissible Amount, and will properly reduce any Excess
Amounts, in a manner that precludes Employer discretion.
(b) If a Participant is or ever has been a participant in a Defined
Benefit Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion.
The Employer must also specify the interest and mortality
assumptions used in determining Present Value in the Defined Benefit
Plan.
(c) The minimum contribution or benefit required under Code Section 416
relating to Top-Heavy Plans shall be satisfied by:
|X| (i) this Plan.
|_| (ii) ________________________________________________
(Name of other qualified plan of the Employer).
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|_| (iii) Attach provisions stating the method under which the
minimum contribution and benefit provisions of Code
Section 416 will be satisfied. If a Defined Benefit Plan
is or was maintained, an attachment must be provided
showing interest and mortality assumptions used in the
Top-Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in
accordance with paragraphs (select one or more options) |_| 7(c), |_|
7(e), |_| 7(f), |_| 7(g) and |_| 7(i) hereof. Contributions under
paragraph 7(b), 7(c)(vii) and 7(d) are always fully vested. If one or more
of the foregoing options are not selected, such Employer contributions
shall be subject to the vesting table selected by the Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in
his or her account balance attributable to Employer contributions and the
earnings thereon under the procedures selected below except with respect
to any Plan Year during which the Plan is Top-Heavy, in which case the
Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
unless the Employer has already elected a faster vesting schedule. If the
Plan is switched to option (b)(iv), because of its Top-Heavy status, that
vesting schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment of this Adoption
Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining Years of Service
and Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from
Employer contributions:
|_| (i) shall not be applicable since Participants are always
fully vested,
|_| (ii) shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each
subsequent 12-consecutive month period shall commence on
the anniversary thereof, or
|X| (iii) shall commence on the first day of the Plan Year during
which an Employee first performs an Hour of Service for
the Employer and each subsequent 12-consecutive month
period shall commence on the anniversary thereof.
A Participant shall receive credit for a Year of Service if he or
she completes at least 1,000 Hours of Service [or if lesser, the
number of hours specified at 3(1)(iii) of this
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Adoption Agreement] at any time during the 12-consecutive month
computation period. Consequently, a Year of Service may be earned
prior to the end of the 12-consecutive month computation period and
the Participant need not be employed at the end of the
12-consecutive month computation period to receive credit for a Year
of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who
has at least one Hour of Service during or after the 1989 Plan
Year. If applicable, Participants who separated from Service
prior to the 1989 Plan Year will remain under the vesting
schedule as in effect in the Plan prior to amendment for the
Tax Reform Act of 1986.
(i) Full and immediate vesting.
Years of Service
----------------
1 2 3 4 5 6 7
- - - - - - -
(ii) ____% 100%
(iii) ____% ___% 100%
(iv) ____% 20% 40% 60% 80% 100%
(v) ____% ___% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) ____% ___% ___% ____% 100%
(viii) 25% 50% 75% 100% 100% 100% 100%
---- --- --- ---- ---- ----
NOTE: The percentages selected for schedule (viii) may not be less
for any year than the percentages shown at schedule (v).
|X| All contributions other than those which are fully vested
when contributed will vest under schedule viii above.
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|_| Contributions other than those which are fully vested when
contributed will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
---- 7(c) Employer Match on Salary Savings
---- 7(c) Employer Match on
Employee Voluntary
---- 7(e) Employer Discretionary
---- 7(f) & (g) Employer
Discretionary - Integrated
(c) Service disregarded for Vesting:
|_| (i) Not Applicable. All Service shall be considered.
|X| (ii) Service prior to the Effective Date of this Plan or a
predecessor plan shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
|_| (iii) Service prior to a Participant having attained age 18
shall be disregarded when computing a Participant's
vested and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility, Hours
of Service shall include Service with the following predecessor
organization(s): (These hours will also be used for vesting purposes.)
Xxxxxxx Funding Group, Inc.; it's subsidiaries and affiliates
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the Basic
Plan Document #04, |X| shall |_| shall not be permitted. If
permitted, Employees |X| may |_| may not make Rollover
Contributions prior to meeting the eligibility requirements for
participation in the Plan.
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(b) Transfer Contributions, as described at paragraph 4.4 of the Basic
Plan Document #04 |X| shall |_| shall not be permitted. If
permitted, Employees |X| may |_| may not Transfer Contributions
prior to meeting the eligibility requirements for participation in
the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of paragraph
8.7 of the Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, |X| are |_| are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the Basic Plan
Document #04, |X| are |_| are not permitted. If permitted, repayments of
principal and interest shall be repaid to |X| the Participant's segregated
account or |_| the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
[ ] shall |X| shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph
13.7 of the Basic Plan Document #04, |X| shall |_| shall not be
applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in
paragraph 13.8 of the Basic Plan Document #04, |X| shall |_| shall not
be applicable.
If applicable, Participants may direct their investments:
|_| (i) among funds offered by the Trustee.
|X| (ii) among any allowable investments.
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(b) Participants may direct the following kinds of contributions and the
earnings thereon (check all applicable):
|X| (i) All Contributions.
|_| (ii) Elective Deferrals.
|_| (iii) Employee Voluntary Contributions (after-tax).
|_| (iv) Employee Mandatory Contributions (after-tax).
|_| (v) Employer Qualified Matching Contributions.
|_| (vi) Other Employer Matching Contributions.
|_| (vii) Employer Qualified Non-Elective Contributions.
|_| (viii) Employer Discretionary Contributions.
|_| (ix) Rollover Contributions.
|_| (x) Transfer Contributions.
|_| (xi) All of above which are checked, but only to the extent
that the Participant is vested in those contributions.
NOTE: To the extent Employee investment direction was previously allowed,
the Trustee shall have the right to either make the assets part of
the general Trust, or leave them as separately invested subject to
the rights of paragraph 13.8.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to retirement, death
or Disability |X| may |_| may not make application to the Employer
requesting an early payment of his or her vested account balance.
(b) A Participant who has attained age 59-1/2 and who has not separated
from Service |X| may |_| may not obtain a distribution of his or her
vested Employer contributions. Distribution can only be made if the
Participant is 100% vested.
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Prototype Cash or
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(c) A Participant who has attained the Plan's Normal Retirement Age and
who has not separated from Service |X| may |_| may not receive a
distribution of his or her vested account balance.
NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken away.
Notwithstanding the above, to the contrary, required minimum
distributions will be paid. For timing of distributions, see
item 21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or
retirement, benefits shall be paid:
|X| (i) As soon as administratively feasible, following the
close of the valuation period during which a
distribution is requested or is otherwise payable.
|_| (ii) As soon as administratively feasible following the close
of the Plan Year during which a distribution is
requested or is otherwise payable.
|_| (iii) As soon as administratively feasible, following the date
on which a distribution is requested or is otherwise
payable.
|_| (iv) As soon as administratively feasible, after the close of
the Plan Year during which the Participant incurs ____
consecutive one-year Breaks in Service.
|_| (v) Only after the Participant has achieved the Plan's
Normal Retirement Age, or Early Retirement Age, if
applicable.
In cases of death, Disability or retirement, benefits shall be paid:
|X| (vi) As soon as administratively feasible, following the
close of the valuation period during which a
distribution is requested or is otherwise payable.
|_| (vii) As soon as administratively feasible following the close
of the Plan Year during which a distribution is
requested or is otherwise payable.
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Prototype Cash or
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|_| (viii) As soon as administratively feasible, following the
date on which a distribution is requested or is
otherwise payable.
(b) Optional Forms of Payment:
|X| (i) Lump Sum.
|X| (ii) Installment Payments.
|_| (iii) Life Annuity*.
|_| (iv) Life Xxxxxxx Xxxx Xxxxxxx*.
Life Annuity with payments guaranteed for __________
years (not to exceed 20 years, specify all applicable).
|_| (v) Joint and |_| 50%, |_| 66-2/3%, |_| 75% or |_| 100%
survivor annuity* (specify all applicable).
|_| (vi) Other form(s) specified:____________________
*Not available in Plan meeting provisions of paragraph 8.7 of Basic
Plan Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan, Participants
and/or their Spouse (Surviving Spouse) |X| shall |_| shall not have
the right to have their life expectancy recalculated annually.
If "shall",
|_| only the Participant shall be recalculated.
|X| both the Participant and Spouse shall be recalculated.
|_| who is recalculated shall be determined by the Participant.
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22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in and
qualification of the Prototype to:
Xxxxxxx Xxxxxxxxxxx
(Job Title) Trust Officer
(Phone Number) 000-000-0000
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address
provided on the first page of this Agreement.
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Prototype Cash or
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23. SIGNATURES
Due to the significant tax ramifications, the Sponsor recommends that
before you execute this Adoption Agreement, you contact your attorney or
tax advisor, if any.
(a) EMPLOYER:
Name and address of Employer if different than specified in Section 1
above.
This agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were adopted by the
Employer the 14th day of January, 1997.
Signed for the Employer by: Xxxxxx Xxxxxx
Title: Executive Vice President & CFO
Signature: /s/ [ILLEGIBLE]
--------------------------
The Employer understands that its failure to properly complete the
Adoption Agreement may result in disqualification of its Plan.
Employer's Reliance: An Employer who maintains or has ever maintained
or who later adopts any Plan [including, after December 31, 1985, a
Welfare Benefit Fund, as defined in Section 419(e) of the Code, which
provides post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in Section 419A(d)(3)] or an
individual medical account, as defined in Code Section 415(1)(2) in
addition to this Plan may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If the Employer who
adopts or maintains multiple Plans wishes to obtain reliance that such
Plan(s) are qualified, application for a determination letter should
be made to the appropriate Key District Director of Internal Revenue.
The Employer understands that its failure to properly complete the
Adoption Agreement may result in disqualification of its plan.
This Adoption Agreement may only be used in conjunction with Basic
Plan Document #04.
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Prototype Cash or
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|X| (b) TRUSTEE:
Name of Trustee:
OnBank & Trust Co.
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
such, the Employer's Plan as contained herein was accepted by
the Trustee the 14th day of January, 1997.
Signed for the Trustee by: Xxxxxxx Xxxxxxxxxxx
Title: Trust Officer
Signature: /s/ Xxxxxxx Xxxxxxxxxxx
-----------------------
|_| (c) CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with
paragraph 13.4 of the Basic Plan Document #04 as a Custodial
Account. As such, the Employer's Plan as contained herein was
accepted by the Custodian the ____ day of ________, 19__.
Signed for the Custodian by:
Title:
Signature:
--------------------- --------------------
(d) SPONSOR
The Employer's Agreement and the corresponding provisions of the Plan
and Trust/Custodial Account Basic Plan Document #04 were accepted by
the Sponsor the 14th day of January 1997.
Signed for the Trustee by: Xxxxxxx Xxxxxxxxxxx
Title: Trust Officer
Signature: /s/ Xxxxxxx Xxxxxxxxxxx
-----------------------
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Prototype Cash or
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|X| (b) TRUSTEE:
Name of Trustee:
OnBank & Trust Co.
The assets of the Fund shall be invested in accordance with
paragraph 13.3 of the Basic Plan Document #04 as a Trust. As
such, the Employer's Plan as contained herein was accepted by
the Trustee the 14th day of January, 1997.
Signed for the Trustee by: Xxxxxxx Xxxxxxxxxxx
Title: Trust Officer
Signature: /s/ Xxxxxxx Xxxxxxxxxxx
-----------------------
|_| (c) CUSTODIAN:
Name of Custodian:
The assets of the Fund shall be invested in accordance with
paragraph 13.4 of the Basic Plan Document #04 as a Custodial
Account. As such, the Employer's Plan as contained herein was
accepted by the Custodian the ____ day of ________, 19__.
Signed for the Custodian by:
Title:
Signature:
--------------------- --------------------
(d) SPONSOR
The Employer's Agreement and the corresponding provisions of the Plan
and Trust/Custodial Account Basic Plan Document #04 were accepted by
the Sponsor the 14th day of January 1997.
Signed for the Trustee by: Xxxxxxx Xxxxxxxxxxx
Title: Trust Officer
Signature: /s/ Xxxxxxx Xxxxxxxxxxx
-----------------------
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