Exhibit 4.4
THE CORPORATEPLAN
SM
FOR RETIREMENT
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
Non-Standardized Adoption Agreement No. 001
For use With
Fidelity Basic Plan Document No. 02
Plan Number 42123 SM
The CORPORATEplan for Retirement
c 2001 FMR Corp.
All Rights Reserved
ADOPTION AGREEMENT
ARTICLE 1.
NON-STANDARDIZED PROFIT SHARING/401(K) PLAN
1.01. PLAN INFORMATION
(a) Name of Plan:
This is the Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(the "Plan")
(b) Type of Plan:
(1) |_| 401(k) Only
(2) |X| 401(k) and Profit Sharing
(3) |_| Profit Sharing Only
(c) Administrator Name (if not the Employer):
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Address:
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Telephone Number:
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The Administrator is the agent for service of legal process for the Plan.
(d) Plan Year End (month/day):12/31
(e) Three Digit Plan Number: 002
(f) Limitation Year (check one):
(1) |X| Calendar Year
(2) |_| Plan Year
(3) |_| Other: ___________________________
(g) Plan Status (check appropriate box(es)):
(1) |_| New Plan Effective Date: ___________________________
(2) |X| Amendment Effective Date: 1/8/2003
This is (check one):
(A) |X| an amendment and restatement of a Basic Plan Document No. 02
Adoption Agreement previously executed by the Employer; or
(B) |_| a conversion to a Basic Plan Document No. 02 Adoption Agreement.
The original effective date of the Plan: 4/1/1986 --------
(3) |X| This is an amendment and restatement of the Plan and the Plan was
not amended prior to the effective date specified in Subsection 1.01(g)(2) above
to comply with the requirements of the Acts specified in the Snap Off Addendum
to the Adoption Agreement. The provisions specified in the Snap Off Addendum are
effective as of the dates specified in the Snap Off Addendum, which dates may be
prior to the Amendment Effective Date. Please read and complete, if necessary,
the Snap Off Addendum to the Adoption Agreement.
(4) |_| Special Effective Dates - Certain provisions of the Plan shall be
effective as of a date other than the date specified above. Please complete the
Special Effective Dates Addendum to the Adoption Agreement indicating the
affected provisions and their effective dates.
(5) |_| Plan Merger Effective Dates. Certain plan(s) were merged into the
Plan and certain provisions of the Plan are effective with respect to the merged
plan(s) as of a date other than the date specified above. Please complete the
Special Effective Dates Addendum to the Adoption Agreement indicating the
plan(s) that have merged into the Plan and the effective date(s) of such
merger(s).
1.02. EMPLOYER
(a) Employer Name: Pike Industries, Inc.
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Address: 3 Eastgate Park Road
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Belmont, NH 03220
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Contact's Name: Ms. Lisa Mason
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Telephone Number: (800) 283-7453 Ext. x192
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(1) Employer's Tax Identification Number: 02-0422469
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(2) Employer's fiscal year end: 12/31
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(3) Date business commenced: 1/1/1872
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(b) The term "Employer" includes the following Related Employer(s)
(as defined in Subsection 2.01(rr)) (list each participating
Related Employer and its Employer Tax Identification Number):
P.J. Keating Company (04-1496330) Related Employer
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1.03. TRUSTEE
(a) Trustee Name: Fidelity Management Trust Company
Address: 82 Devonshire Street
Boston, MA 02109
1.04. COVERAGE
All Employees who meet the conditions specified below shall be eligible to
participate in the Plan:
(a) Age Requirement (check one):
(1) |_| no age requirement.
(2) |X| must have attained age: 21 (not to exceed 21).
(b) Eligibility Service Requirement
(1) Eligibility to Participate in Plan (check one):
(A) |X| no Eligibility Service requirement.
(B) |_| (not to exceed 11) months of Eligibility Service requirement (no
minimum number Hours of Service can be required).
(C) |_| one year of Eligibility Service requirement (at least 1,000 Hours
of Service are required during the Eligibility Computation Period).
(D) |_| two years of Eligibility Service requirement (at least 1,000 Hours
of Service are required during each Eligibility Computation Period). (Do not
select if Option 1.01(b)(1), 401(k) Only, is checked, unless a different
Eligibility Service requirement applies to Deferral Contributions under Option
1.04(b)(2).)
Note: If the Employer selects the two year Eligibility Service requirement,
then contributions subject to such Eligibility Service requirement must be 100%
vested when made.
(2) |_| Special Eligibility Service requirement for Deferral Contributions
and/or Matching Employer Contributions:
(A) The special Eligibility Service requirement applies to (check the
appropriate box(es)):
(i) |_| Deferral Contributions.
(ii) |_| Matching Employer Contributions.
(B) The special Eligibility Service requirement is: (Fill in (A), (B), or
(C) from Subsection 1.04(b)(1) above).
(c) Eligible Class of Employees (check one):
Note: The Plan may not cover employees who are residents of Puerto Rico.
These employees are automatically excluded from the eligible class, regardless
of the Employer's selection under this Subsection 1.04(c).
(1) |_| includes all Employees of the Employer.
(2) |X| includes all Employees of the Employer except for (check the
appropriate box(es)):
(A) |_| employees covered by a collective bargaining agreement.
(B) |_| Highly Compensated Employees as defined in Code Section 414(q).
(C) |_| Leased Employees as defined in Subsection 2.01(cc).
(D) |_| nonresident aliens who do not receive any earned income from the
Employer which constitutes United States source income.
(E) |X| other:
Employees covered by a collective bargaining agreement, EXCEPT those
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employees covered by the Agreement between the United Steel Workers of America
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and Pike Industries, Inc. as of May 1. 2002
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Note: The Employer should exercise caution when excluding employees from
participation in the Plan. Exclusion of employees may adversely affect the
Plan's satisfaction of the minimum coverage requirements, as provided in Code
Section 410(b).
(d) The Entry Dates shall be (check one):
(1) |_| immediate upon meeting the eligibility requirements specified in
Subsections 1.04(a), (b), and (c).
(2) |_| the first day of each Plan Year and the first day of the seventh
month of each Plan Year.
(3) |_| the first day of each Plan Year and the first day of the fourth,
seventh, and tenth months of each Plan Year.
(4) |X| the first day of each month.
(5) |_| the first day of each Plan Year. (Do not select if there is an
Eligibility Service requirement of more than six months in Subsection 1.04(b) or
if there is an age requirement of more than 20 1/2 in Subsection 1.04(a).)
(e) |_| Special Entry Date(s) - In addition to the Entry Dates specified in
Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral
and/or Matching Employer Contributions. (Special Entry Dates may only be
selected if Option 1.04(b)(2), special Eligibility Service requirement, is
checked. The same Entry Dates must be selected for contributions that are
subject to the same Eligibility Service requirements.)
(1) The special Entry Date(s) shall apply to (check the appropriate
box(es)):
(A) |_| Deferral Contributions.
(B) |_| Matching Employer Contributions.
(2) The special Entry Date(s) shall be: (Fill in (1), (2), (3), (4), or (5)
from Subsection 1.04(d) above).
(f) Date of Initial Participation - An Employee shall become a Participant
unless excluded by Subsection 1.04(c) above on the Entry Date immediately
following the date the Employee completes the service and age requirement(s) in
Subsections 1.04(a) and (b), if any, except (check one):
(1) |X| no exceptions.
(2) |_| Employees employed on the Effective Date in Subsection 1.01(g)(1)
or (2) shall become Participants on that date.
(3) |_| Employees who meet the age and service requirement(s) of
Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(1) or
(2) shall become Participants on that date.
1.05. COMPENSATION
Compensation for purposes of determining contributions shall be as defined
in Section 5.02, modified as provided below.
(a) Compensation Exclusions: Compensation shall exclude the item(s) listed
below for purposes of determining Deferral Contributions, Employee
Contributions, if any, and Qualified Nonelective Employer Contributions, or, if
Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer
Contributions. Unless otherwise indicated in Subsection 1.05(b), these
exclusions shall also apply in determining all other Employer-provided
contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and
(6) may not be elected with respect to Deferral Contributions if Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):
(1) |_| No exclusions.
(2) |_| Overtime Pay.
(3) |X| Bonuses.
(4) |_| Commissions.
(5) |_| 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.
(6) |X| Severance Pay.
(b) Special Compensation Exclusions for Determining Employer-Provided
Contributions in Article 5 (either (1) or (2) may be selected, but not both):
(1) |_| Compensation for purposes of determining Matching, Qualified
Matching, and Nonelective Employer Contributions shall exclude: ________________
(Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.)
(2) |_| Compensation for purposes of determining Nonelective Employer
Contributions only shall exclude: (Fill in number(s) for item(s) from Subsection
1.05(a) above that apply.)
Note: If the Employer selects Option (2), (3), (4), (5), or (6) with
respect to Nonelective Employer Contributions, Compensation must be tested to
show that it meets the requirements of Code Section 414(s) or 401(a)(4). These
exclusions shall not apply for purposes of the "Top Heavy" requirements in
Section 15.03, for allocating safe harbor Matching Employer Contributions if
Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective
Employer Contributions if Subsection 1.11(a)(3) is selected, or for allocating
non-safe harbor Nonelective Employer Contributions if the Integrated Formula is
elected in Subsection 1.11(b)(2).
(c) Compensation for the First Year of Participation - Contributions for
the Plan Year in which an Employee first becomes a Participant shall be
determined based on the Employee's Compensation (check one):
(1) |_| for the entire Plan Year.
(2) |X| for the portion of the Plan Year in which the Employee is eligible
to participate in the Plan.
Note: If the initial Plan Year of a new Plan consists of fewer than 12
months from the Effective Date in Subsection 1.01(g)(1) through the end of the
initial Plan Year, Compensation for purposes of determining the amount of
contributions, other than non-safe harbor Nonelective Employer Contributions,
under the Plan shall be the period from such Effective Date through the end of
the initial year. However, for purposes of determining the amount of non-safe
harbor Nonelective Employer Contributions and for other Plan purposes, where
appropriate, the full 12-consecutive-month period ending on the last day of the
initial Plan Year shall be used.
1.06. TESTING RULES
(a) ADP/ACP Present Testing Method - The testing method for purposes of
applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06 of the
Plan shall be the (check one):
(1) |X| Current Year Testing Method - The "ADP" or "ACP" of Highly
Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP"
of Non-Highly Compensated Employees for the same Plan Year. (Must choose if
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)
(2) |_| Prior Year Testing Method - The "ADP" or "ACP" of Highly
Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP"
of Non-Highly Compensated Employees for the immediately preceding Plan Year. (Do
not choose if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or
Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)
(3) |_| Not applicable. (Only if Option 1.01(b)(3), Profit Sharing Only, is
checked or Option 1.04(c)(2)(B), excluding all Highly Compensated Employees from
the eligible class of Employees, is checked.)
Note: Restrictions apply on elections to change testing methods that are
made after the end of the GUST remedial amendment period.
(b) First Year Testing Method - If the first Plan Year that the Plan, other
than a successor plan, permits Deferral Contributions or provides for either
Employee or Matching Employer Contributions, occurs on or after the Effective
Date specified in Subsection 1.01(g), the "ADP" and/or "ACP" test for such first
Plan Year shall be applied using the actual "ADP" and/or "ACP" of Non-Highly
Compensated Employees for such first Plan Year, unless otherwise provided below.
(1) |_| The "ADP" and/or "ACP" test for the first Plan Year that the Plan
permits Deferral Contributions or provides for either Employee or Matching
Employer Contributions shall be applied assuming a 3% "ADP" and/or "ACP" for
Non-Highly Compensated Employees. (Do not choose unless Plan uses prior year
testing method described in Subsection 1.06(a)(2).)
(c) HCE Determinations: Look Back Year - The look back year for purposes of
determining which Employees are Highly Compensated Employees shall be the
12-consecutive-month period preceding the Plan Year, unless otherwise provided
below.
(1) |_| Calendar Year Determination - The look back year shall be the
calendar year beginning within the preceding Plan Year. (Do not choose if the
Plan Year is the calendar year.)
(d) HCE Determinations: Top Paid Group Election - All Employees with
Compensation exceeding $80,000 (as indexed) shall be considered Highly
Compensated Employees, unless Top Paid Group Election below is checked.
(1) |_| Top Paid Group Election - Employees with Compensation exceeding
$80,000 (as indexed) shall be considered Highly Compensated Employees only if
they are in the top paid group (the top 20% of Employees ranked by
Compensation).
Note: Effective for determination years beginning on or after January 1,
1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such
election(s) must apply consistently to all retirement plans of the Employer for
determination years that begin with or within the same calendar year (except
that Option 1.06(c)(1), Calendar Year Determination, shall not apply to calendar
year plans).
1.07. DEFERRAL CONTRIBUTIONS
(a) |X| Deferral Contributions - Participants may elect to have a portion
of their Compensation contributed to the Plan on a before-tax basis pursuant to
Code Section 401(k).
(1) Regular Contributions - The Employer shall make a Deferral Contribution
in accordance with Section 5.03 on behalf of each Participant who has an
executed salary reduction agreement in effect with the Employer for the payroll
period in question, not to exceed 60% of Compensation for that period.
Note: For Limitation Years beginning prior to 2002, the percentage elected
above must be less than 25% in order to satisfy the limitation on annual
additions under Code Section 415 if other types of contributions are provided
under the Plan.
(A) |_| Instead of specifying a percentage of Compensation, a Participant's
salary reduction agreement may specify a dollar amount to be contributed each
payroll period, provided such dollar amount does not exceed the maximum
percentage of Compensation specified in Subsection 1.07(a)(1) above.
(B) A Participant may increase or decrease, on a prospective basis, his
salary reduction agreement percentage (check one):
(i) |X| as of the beginning of each payroll period.
(ii) |_| as of the first day of each month.
(iii) |_| as of the next Entry Date. (Do not select if immediate entry is
elected with respect to Deferral Contributions in Subsection 1.04(d) or
1.04(e).)
(iv) |_| other. (Specify, but must be at least once per Plan Year)
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Note: Notwithstanding the Employer's election hereunder, if Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3), Safe
Harbor Formula, with respect to Nonelective Employer Contributions is checked,
the Plan provides that an Active Participant may change his salary reduction
agreement percentage for the Plan Year within a reasonable period (not fewer
than 30 days) of receiving the notice described in Section 6.10.
(C) A Participant may revoke, on a prospective basis, a salary reduction
agreement at any time upon proper notice to the Administrator but in such case
may not file a new salary reduction agreement until (check one):
(i) |_| the first day of the next Plan Year.
(ii) |_| any subsequent Entry Date. (Do not select if immediate entry is
elected with respect to Deferral Contributions in Subsection 1.04(d) or
1.04(e).)
(iii) |X| other. (Specify, but must be at least once per Plan Year)
at any time with prior notification to the Plan Administrator
(2) |_| Additional Deferral Contributions - The Employer may allow
Participants upon proper notice and approval to enter into a special salary
reduction agreement to make additional Deferral Contributions in an amount up to
100% of their Compensation for the payroll period(s) designated by the Employer.
(3) |_| 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 on a uniform and non-discriminatory basis
that are made for such Participants during the Plan Year. The Compensation
definition elected by the Employer in Subsection 1.05(a) must include bonuses if
bonus contributions are permitted.
Note: A Participant's contributions under Subsection 1.07(a)(2) and/or (3)
may not cause the Participant to exceed the percentage limit specified by the
Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator
anticipates that the Plan will not satisfy the "ADP" and/or "ACP" test for the
year, the Administrator may reduce the rate of Deferral Contributions of
Participants who are Highly Compensated Employees to an amount objectively
determined by the Administrator to be necessary to satisfy the "ADP" and/or
"ACP" test.
1.08. EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS)
(a) |_| Employee Contributions - Either (1) Participants will be permitted
to contribute amounts to the Plan on an after-tax basis or (2) the Employer
maintains frozen Employee Contributions Accounts (check one):
(1) |_| Future Employee Contributions - Participants may make voluntary,
non-deductible, after-tax Employee Contributions pursuant to Section 5.04 of the
Plan. (Only if Option 1.07(a), Deferral Contributions, is checked.)
(2) |_| Frozen Employee Contributions - Participants may not currently make
after-tax Employee Contributions to the Plan, but the Employer does maintain
frozen Employee Contributions Accounts.
1.09. QUALIFIED NONELECTIVE CONTRIBUTIONS
(a) Qualified Nonelective Employer Contributions - If Option 1.07(a),
Deferral Contributions, is checked, the Employer may contribute an amount which
it designates as a Qualified Nonelective Employer Contribution to be included in
the "ADP" or "ACP" test. Unless otherwise provided below, Qualified Nonelective
Employer Contributions shall be allocated to Participants who were eligible to
participate in the Plan at any time during the Plan Year and are Non-Highly
Compensated Employees either (A) in the ratio which each Participant's "testing
compensation", as defined in Subsection 6.01(t), for the Plan Year bears to the
total of all Participants' "testing compensation" for the Plan Year or (B) as a
flat dollar amount.
(1) |_| Qualified Nonelective Employer Contributions shall be allocated to
Participants as a percentage of the lowest paid Participant's "testing
compensation", as defined in Subsection 6.01(t), for the Plan Year up to the
lower of (A) the maximum amount contributable under the Plan or (B) the amount
necessary to satisfy the "ADP" or "ACP" test. If any Qualified Nonelective
Employer Contribution remains, allocation shall continue in the same manner to
the next lowest paid Participants until the Qualified Nonelective Employer
Contribution is exhausted.
1.10. MATCHING EMPLOYER CONTRIBUTIONS (Only if Option 1.07(a), Deferral
Contributions, is checked) (a) |X| Basic Matching Employer Contributions (check
one):
(1) |X| Non-Discretionary Matching Employer Contributions - The Employer
shall make a basic Matching Employer Contribution on behalf of each Participant
in an amount equal to the following percentage of a Participant's Deferral
Contributions during the Contribution Period (check (A) or (B) and, if
applicable, (C)):
Note: Effective for Plan Years beginning on or after January 1, 1999, if
the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to
Nonelective Employer Contributions and meets the requirements for deemed
satisfaction of the "ADP" test in Section 6.10 for a Plan Year, the Plan will
also be deemed to satisfy the "ACP" test for such Plan Year with respect to
Matching Employer Contributions if Matching Employer Contributions hereunder
meet the requirements in Section 6.11.
(A) |X| Single Percentage Match: 50%
(B) |_| Tiered Match:
---------% of the first ----------% of the Active Participant's
Compensation contributed to the Plan,
-------- % of the next --------% of the Active Participant's Compensation
contributed to the Plan,
-------- % of the next --------% of the Active Participant's Compensation
contributed to the Plan.
Note: The percentages specified above for basic Matching Employer
Contributions may not increase as the percentage of Compensation contributed
increases.
(C) |X| Limit on Non-Discretionary Matching Employer Contributions (check
the appropriate box(es)):
(i) |X| Deferral Contributions in excess of 4% of the Participant's
Compensation for the period in question shall not be considered for
non-discretionary Matching Employer Contributions.
Note: If the Employer elected a percentage limit in (i) above and requested
the Trustee to account separately for matched and unmatched Deferral
Contributions made to the Plan, the non-discretionary Matching Employer
Contributions allocated to each Participant must be computed, and the percentage
limit applied, based upon each payroll period.
(ii) |_| Matching Employer Contributions for each Participant for each Plan
Year shall be limited to $ ____.
(2) |_| Discretionary Matching Employer Contributions - The Employer may
make a basic Matching Employer Contribution on behalf of each Participant in an
amount equal to the percentage declared for the Contribution Period, if any, by
a Board of Directors' Resolution (or by a Letter of Intent for a sole proprietor
or partnership) of the Deferral Contributions made by each Participant during
the Contribution Period. The Board of Directors' Resolution (or Letter of
Intent, if applicable) may limit the Deferral Contributions matched to a
specified percentage of Compensation or limit the amount of the match to a
specified dollar amount.
(A) |_| 4% Limitation on Discretionary Matching Employer Contributions for
Deemed Satisfaction of "ACP" Test - In no event may the dollar amount of the
discretionary Matching Employer Contribution made on a Participant's behalf for
the Plan Year exceed 4% of the Participant's Compensation for the Plan Year.
(Only if Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective
Employer Contributions is checked.)
(3) |_| Safe Harbor Matching Employer Contributions - Effective only for
Plan Years beginning on or after January 1, 1999, if the Employer elects one of
the safe harbor formula Options provided in the Safe Harbor Matching Employer
Contribution Addendum to the Adoption Agreement and provides written notice each
Plan Year to all Active Participants of their rights and obligations under the
Plan, the Plan shall be deemed to satisfy the "ADP" test and, under certain
circumstances, the "ACP" test.
(b) |_| Additional Matching Employer Contributions - The Employer may at
Plan Year end make an additional Matching Employer Contribution equal to a
percentage declared by the Employer, through a Board of Directors' Resolution
(or by a Letter of Intent for a sole proprietor or partnership), of the Deferral
Contributions made by each Participant during the Plan Year. (Only if Option
1.10(a)(1) or (3) is checked.) The Board of Directors' Resolution (or Letter of
Intent, if applicable) may limit the Deferral Contributions matched to a
specified percentage of Compensation or limit the amount of the match to a
specified dollar amount.
(1) |_| 4% Limitation on Additional Matching Employer Contributions for
Deemed Satisfaction of "ACP" Test - In no event may the dollar amount of the
additional Matching Employer Contribution made on a Participant's behalf for the
Plan Year exceed 4% of the Participant's Compensation for the Plan Year. (Only
if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option
1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer
Contributions is checked.)
Note: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching
Employer Contributions, above and wants to be deemed to have satisfied the "ADP"
test for Plan Years beginning on or after January 1, 1999, the additional
Matching Employer Contribution must meet the requirements of Section 6.10. In
addition to the foregoing requirements, if the Employer elected either Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3),
Safe Harbor Formula, with respect to Nonelective Employer Contributions, and
wants to be deemed to have satisfied the "ACP" test with respect to Matching
Employer Contributions for the Plan Year, the Deferral Contributions matched may
not exceed the limitations in Section 6.11.
(c) Contribution Period for Matching Employer Contributions - The
Contribution Period for purposes of calculating the amount of basic Matching
Employer Contributions described in Subsection 1.10(a) is:
(1) |_| each calendar month.
(2) |_| each Plan Year quarter.
(3) |X| each Plan Year.
(4) |_| each payroll period.
The Contribution Period for additional Matching Employer Contributions
described in Subsection 1.10(b) is the Plan Year.
(d) Continuing Eligibility Requirement(s) - A Participant who makes
Deferral Contributions during a Contribution Period shall only be entitled to
receive Matching Employer Contributions under Section 1.10 for that Contribution
Period if the Participant satisfies the following requirement(s) (Check the
appropriate box(es). Options (3) and (4) may not be elected together; Option (5)
may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and
(7) may not be elected with respect to basic Matching Employer Contributions if
Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked):
(1) |_| No requirements.
(2) |X| Is employed by the Employer or a Related Employer on the last day
of the Contribution Period.
(3) |_| Earns at least 501 Hours of Service during the Plan Year. (Only if
the Contribution Period is the Plan Year.)
(4) |X| Earns at least 1,000 Hours of Service during the Plan Year. (Only
if the Contribution Period is the Plan Year.)
(5) |_| Either earns at least 501 Hours of Service during the Plan Year or
is employed by the Employer or a Related Employer on the last day of the Plan
Year. (Only if the Contribution Period is the Plan Year.)
(6) |_| Is not a Highly Compensated Employee for the Plan Year.
(7) |_| Is not a partner or a member of the Employer, if the Employer is a
partnership or an entity taxed as a partnership.
(8) |_| Special continuing eligibility requirement(s) for additional
Matching Employer Contributions. (Only if Option 1.10(b), Additional Matching
Employer Contributions, is checked.)
(A) The continuing eligibility requirement(s) for additional Matching
Employer Contributions is/are: (Fill in number of applicable eligibility
requirement(s) from above.)
Note: If Option (2), (3), (4), or (5) above is selected, then Matching
Employer Contributions can only be funded by the Employer after the Contribution
Period or Plan Year ends. Matching Employer Contributions funded during the
Contribution Period or Plan Year shall not be subject to the eligibility
requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is
adopted during a Contribution Period or Plan Year, as applicable, such Option
shall not become effective until the first day of the next Contribution Period
or Plan Year.
(e) |_| Qualified Matching Employer Contributions - Prior to making any
Matching Employer Contribution hereunder (other than a safe harbor Matching
Employer Contribution), the Employer may designate all or a portion of such
Matching Employer Contribution as a Qualified Matching Employer Contribution
that may be used to satisfy the "ADP" test on Deferral Contributions and
excluded in applying the "ACP" test on Employee and Matching Employer
Contributions. Unless the additional eligibility requirement is selected below,
Qualified Matching Employer Contributions shall be allocated to all Participants
who meet the continuing eligibility requirement(s) described in Subsection
1.10(d) above for the type of Matching Employer Contribution being characterized
as a Qualified Matching Employer Contribution.
(1) |_| To receive an allocation of Qualified Matching Employer
Contributions a Participant must also be a Non-Highly Compensated Employee for
the Plan Year.
Note: Qualified Matching Employer Contributions may not be excluded in
applying the "ACP" test for a Plan Year if the Employer elected Option
1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3),
Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the
"ADP" test is deemed satisfied under Section 6.10 for such Plan Year.
1.11. NONELECTIVE EMPLOYER CONTRIBUTIONS
Note: An Employer may elect both a fixed formula and a discretionary
formula. If both are selected, the discretionary formula shall be treated as an
additional Nonelective Employer Contribution and allocated separately in
accordance with the allocation formula selected by the Employer.
(a) |_| Fixed Formula (An Employer may elect both the Safe Harbor Formula
and one of the other fixed formulas. Otherwise, the Employer may only select one
of the following.)
(1) |_| Fixed Percentage Employer Contribution - For each Plan Year, the
Employer shall contribute for each eligible Active Participant an amount equal
to % (not to exceed 15% for Plan Years beginning prior to 2002 and 25% for Plan
Years beginning on or after January 1, 2002) of such Active Participant's
Compensation.
(2) |_| Fixed Flat Dollar Employer Contribution - The Employer shall
contribute for each eligible Active Participant an amount equal to $ _______.
The contribution amount is based on an Active Participant's service for the
following period:
(A) |_| Each paid hour.
(B) |_| Each payroll period.
(C) |_| Each Plan Year.
(D) |_| Other: _______________________________
(3) |_| Safe Harbor Formula - Effective only with respect to Plan Years
that begin on or after January 1, 1999, the Nonelective Employer Contribution
specified in the Safe Harbor Nonelective Employer Contribution Addendum is
intended to satisfy the safe harbor contribution requirements under the Code
such that the "ADP" test (and, under certain circumstances, the "ACP" test) is
deemed satisfied. Please complete the Safe Harbor Nonelective Employer
Contribution Addendum to the Adoption Agreement. (Choose only if Option 1.07(a),
Deferral Contributions, is checked.)
(b) |_| Discretionary Formula - The Employer may decide each Plan Year
whether to make a discretionary Nonelective Employer Contribution on behalf of
eligible Active Participants in accordance with Section 5.10. Such contributions
shall be allocated to eligible Active Participants based upon the following
(check (1) or (2)):
(1) |_| Non-Integrated Allocation Formula - In the ratio that each eligible
Active Participant's Compensation bears to the total Compensation paid to all
eligible Active Participants for the Plan Year.
(2) |_| Integrated Allocation Formula - As (A) a percentage of each
eligible Active Participant's Compensation plus (B) a percentage of each
eligible Active Participant's Compensation in excess of the "integration level"
as defined below. The percentage of Compensation in excess of the "integration
level" shall be equal to the lesser of the percentage of the Active
Participant's Compensation allocated under (A) above or the "permitted disparity
limit" as defined below.
Note: An Employer that has elected the Safe Harbor formula in Subsection
1.11(a)(3) above may not take Nonelective Employer Contributions made to satisfy
the safe harbor into account in applying the integrated allocation formula
described above.
"Integration level" means the Social Security taxable wage base for the
Plan Year, unless the Employer elects a lesser amount in (A) or (B) below.
(A) ----------% (not to exceed 100%) of the Social Security taxable wage
base for the Plan Year, or
(B) $ (not to exceed the Social Security taxable wage base).
----------
"Permitted disparity limit" means the percentage provided by the following
table:
If the "Integration Level" But Less Than The "Permitted
is at least ___% ___% of the Disparity
of the Taxable Wage Base Limit" is
Taxable Wage Base
- ------------------- -------------------- --------------------
- ------------------- -------------------- --------------------
0% 20% 5.7%
- ------------------- -------------------- --------------------
- ------------------- -------------------- --------------------
20% 80% 4.3%
- ------------------- -------------------- --------------------
- ------------------- -------------------- --------------------
80% 100% 5.4%
- ------------------- -------------------- --------------------
- ------------------- -------------------- --------------------
100% N/A 5.7%
=================== ==================== ====================
Note: An Employer who maintains any other plan that provides for Social
Security Integration (permitted disparity) may not elect Option 1.11(b)(2).
(c) Continuing Eligibility Requirement(s) - A Participant shall only be
entitled to receive Nonelective Employer Contributions for a Plan Year under
this Section 1.11 if the Participant satisfies the following requirement(s)
(Check the appropriate box(es) - Options (3) and (4) may not be elected
together; Option (5) may not be elected with Option (2), (3), or (4); Options
(2), (3), (4), (5), and (7) may not be elected with respect to Nonelective
Employer Contributions under the fixed formula if Option 1.11(a)(3), Safe Harbor
Formula, is checked):
(1) |_| No requirements.
(2) |_| Is employed by the Employer or a Related Employer on the last day
of the Plan Year.
(3) |_| Earns at least 501 Hours of Service during the Plan Year.
(4) |_| Earns at least 1,000 Hours of Service during the Plan Year.
(5) |_| Either earns at least 501 Hours of Service during the Plan Year or
is employed by the Employer or a Related Employer on the last day of the Plan
Year.
(6) |_| Is not a Highly Compensated Employee for the Plan Year.
(7) |_| Is not a partner or a member of the Employer, if the Employer is a
partnership or an entity taxed as a partnership.
(8) |_| Special continuing eligibility requirement(s) for discretionary
Nonelective Employer Contributions. (Only if both Options 1.11(a) and (b) are
checked.)
(A) The continuing eligibility requirement(s) for discretionary Nonelective
Employer Contributions is/are: (Fill in number of applicable eligibility
requirement(s) from above.)
Note: If Option (2), (3), (4), or (5) above is selected then Nonelective
Employer Contributions can only be funded by the Employer after the Plan Year
ends. Nonelective Employer Contributions funded during the Plan Year shall not
be subject to the eligibility requirements of Option (2), (3), (4), or (5). If
Option (2), (3), (4), or (5) is adopted during a Plan Year, such Option shall
not become effective until the first day of the next Plan Year.
1.12. EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS
|X| Death, Disability, and Retirement Exception to Eligibility Requirements
- - Active Participants who do not meet any last day or Hours of Service
requirement under Subsection 1.10(d) or 1.11(c) because they become disabled, as
defined in Section 1.14, retire, as provided in Subsection 1.13(a), (b), or (c),
or die shall nevertheless receive an allocation of Nonelective Employer and/or
Matching Employer Contributions. No Compensation shall be imputed to Active
Participants who become disabled for the period following their disability.
1.13. RETIREMENT
(a) The Normal Retirement Age under the Plan is (check one):
(1) |X| age 65.
(2) |_| age (specify between 55 and 64). ----------
(3) |_| later of age (not to exceed 65) or the fifth anniversary of the
Participant's Employment Commencement Date.
(b) |X| The Early Retirement Age is the first day of the month after the
Participant attains age 55.0 (specify 55 or greater) and completes 10.0 years of
Vesting Service.
Note: If this Option is elected, Participants who are employed by the
Employer or a Related Employer on the date they reach Early Retirement Age shall
be 100% vested in their Accounts under the Plan.
(c) |X| A Participant who becomes disabled, as defined in Section 1.14, is
eligible for disability retirement.
Note: If this Option is elected, Participants who are employed by the
Employer or a Related Employer on the date they become disabled shall be 100%
vested in their Accounts under the Plan.
1.14. DEFINITION OF DISABLED
A Participant is disabled if he/she (check the appropriate box(es)):
(a) |_| satisfies the requirements for benefits under the Employer's
long-term disability plan.
(b) |X| satisfies the requirements for Social Security disability benefits.
(c) |_| is determined to be disabled by a physician approved by the
Employer.
1.15. VESTING
A Participant's vested interest in Matching Employer Contributions and/or
Nonelective Employer Contributions, other than Safe Harbor Matching Employer
and/or Nonelective Employer Contributions elected in Subsection 1.10(a)(3) or
1.11(a)(3), shall be based upon his years of Vesting Service and the schedule(s)
selected below, except as provided in Subsection 1.21(d) or in the Vesting
Schedule Addendum to the Adoption Agreement.
(a) |_| Years of Vesting Service shall exclude:
(1) |_| for new plans, service prior to the Effective Date as defined in
Subsection 1.01(g)(1).
(2) |_| for existing plans converting from another plan document, service
prior to the original Effective Date as defined in Subsection 1.01(g)(2).
(b) Vesting Schedule(s)
Note: The vesting schedule selected below applies only to Nonelective
Employer Contributions and Matching Employer Contributions other than safe
harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor
contributions under Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested
immediately.
(1) Nonelective Employer Contributions (2) Matching Employer Contributions
(check one): (check one):
(A) |_| N/A - No Nonelective (A) |_| N/A - No Matching
Employer Contributions Employer Contributions
(B) |X| 100% Vesting immediately (B) |_|100%Vesting immediately
(C) |_| 3 year cliff (see C below) (C) |_| 3 year cliff (see C below)
(D) |_| 5 year cliff (see D below) (D) |_| 5 year cliff (see D below)
(E) |_| 6 year graduated (see E below) (E) |_| 6 year graduated
(see E below)
(F) |_| 7 year graduated (see F below) (F) |X| 7 year graduated
(see F below)
(G) |_| Other vesting(complete G1 below) (G) |_| Other vesting(complete
G2 below)
Years
of
Vesting Applicable Vesting Schedule(s)
Service
================================================================================
C D E F G1 G2
================================================================================
0 0% 0% 0% 0% % %
================================================================================
1 0% 0% 0% 0% % %
================================================================================
2 0% 0% 20% 0% % %
================================================================================
3 100% 0% 40% 20% % %
================================================================================
4 100% 0% 60% 40% % %
================================================================================
5 100% 100% 80% 60% % %
================================================================================
6 100% 100% 100% 80% % %
================================================================================
7 or more 100% 100% 100% 100% 100% 100%
================================================================================
Note: A schedule elected under G1 or G2 above must be at least as favorable
as one of the schedules in C, D, E or F above.
Note: If the Plan is being amended to provide a more restrictive vesting
schedule, the more favorable vesting schedule shall continue to apply to
Participants who are Active Participants immediately prior to the later of (1)
the effective date of the amendment or (2) the date the amendment is adopted.
(c) |_| A vesting schedule more favorable than the vesting schedule(s)
selected above applies to certain Participants. Please complete the Vesting
Schedule Addendum to the Adoption Agreement.
(d) Application of Forfeitures - If a Participant forfeits any portion of
his non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or
11.08, such forfeitures shall be (check one):
(1) |_| N/A - Either (A) no Matching Employer Contributions are made with
respect to Deferral Contributions under the Plan and all other Employer
Contributions are 100% vested when made or (B) there are no Employer
Contributions under the Plan.
(2) |X| applied to reduce Employer contributions.
(3) |_| allocated among the Accounts of eligible Participants in the manner
provided in Section 1.11. (Only if Option 1.11(a) or (b) is checked.)
1.16. PREDECESSOR EMPLOYER SERVICE
|_| Service for purposes of eligibility in Subsection 1.04(b) and vesting
in Subsection 1.15(b) of this Plan shall include service with the following
predecessor employer(s):
1.17. PARTICIPANT LOANS
Participant loans (check one):
(a) |X| are allowed in accordance with Article 9 and loan procedures
outlined in the Service Agreement.
(b) |_| are not allowed.
1.18. IN-SERVICE WITHDRAWALS
Participants may make withdrawals prior to termination of employment under
the following circumstances (check the appropriate box(es)):
(a) |X| Hardship Withdrawals - Hardship withdrawals from a Participant's
Deferral Contributions Account shall be allowed in accordance with Section
10.05, subject to a $500 minimum amount.
(b) |X| Age 59 1/2 - Participants shall be entitled to receive a
distribution of all or any portion of the following Accounts upon attainment of
age 59 1/2 (check one):
(1) |_| Deferral Contributions Account.
(2) |X| All vested account balances.
(c) Withdrawal of Employee Contributions and Rollover Contributions -
(1) Unless otherwise provided below, Employee Contributions may be
withdrawn in accordance with Section 10.02 at any time.
(A) |_| Employees may not make withdrawals of Employee Contributions more
frequently than:
---------------------------------------------.
(2) Rollover Contributions may be withdrawn in accordance with Section
10.03 at any time.
(d) |_| Protected In-Service Withdrawal Provisions - Check if the Plan was
converted by plan amendment or received transfer contributions from another
defined contribution plan, and benefits under the other defined contribution
plan were payable as (check the appropriate box(es)):
(1) |_| an in-service withdrawal of vested employer contributions
maintained in a Participant's Account (check (A) and/or (B)):
(A) |_| for at least (24 or more) months.
----------
(i) |_| Special restrictions applied to such in-service withdrawals under
the prior plan that the Employer wishes to continue under the Plan as restated
hereunder. Please complete the Protected In-Service Withdrawals Addendum to the
Adoption Agreement identifying the restrictions.
(B) |_| after the Participant has at least 60 months of participation.
(i) |_| Special restrictions applied to such in-service withdrawals under
the prior plan that the Employer wishes to continue under the Plan as restated
hereunder. Please complete the Protected In-Service Withdrawals Addendum to the
Adoption Agreement identifying the restrictions.
(2) |_| another in-service withdrawal option that is a "protected benefit"
under Code Section 411(d)(6) or an in-service hardship withdrawal option not
otherwise described in Section 1.18(a). Please complete the Protected In-Service
Withdrawals Addendum to the Adoption Agreement identifying the in-service
withdrawal option(s).
1.19. FORM OF DISTRIBUTIONS
Subject to Section 13.01, 13.02 and Article 14, distributions under the
Plan shall be paid as provided below. (Check the appropriate box(es) and, if any
forms of payment selected in (b), (c) and/or (d) apply only to a specific class
of Participants, complete Subsection (b) of the Forms of Payment Addendum.)
(a) Lump Sum Payments - Lump sum payments are always available under the
Plan.
(b) |X| Installment Payments - Participants may elect distribution under a
systematic withdrawal plan (installments).
(c) |X| Annuities (Check if the Plan is retaining any annuity form(s) of
payment.)
(1) An annuity form of payment is available under the Plan for the
following reason(s) (check (A) and/or (B), as applicable):
(A) |X| As a result of the Plan's receipt of a transfer of assets from
another defined contribution plan or pursuant to the Plan terms prior to the
Amendment Effective Date specified in Section 1.01(g)(2), benefits were
previously payable in the form of an annuity that the Employer elects to
continue to be offered as a form of payment under the Plan.
(B) |_| The Plan received a transfer of assets from a defined benefit plan
or another defined contribution plan that was subject to the minimum funding
requirements of Code Section 412 and therefore an annuity form of payment is a
protected benefit under the Plan in accordance with Code Section 411(d)(6).
(2) The normal form of payment under the Plan is (check (A) or (B)):
(A) |_| A lump sum payment.
(i) Optional annuity forms of payment (check (I) and/or (II), as
applicable). (Must check and complete (I) if a life annuity is one of the
optional annuity forms of payment under the Plan.)
(I) |_| A married Participant who elects an annuity form of payment shall
receive a qualified joint and % (at least 50%) survivor annuity. An unmarried
Participant shall receive a single life annuity, unless a different form of
payment is specified below:
------------------------------------
(II) |_| Other annuity form(s) of payment. Please complete Subsection (a)
of the Forms of Payment Addendum describing the other annuity form(s) of payment
available under the Plan.
(B) |X| A life annuity (complete (i) and (ii) and check (iii) if
applicable).
(i) The normal form for married Participants is a qualified joint and 100%
(at least 50%) survivor annuity. The normal form for unmarried Participants is a
single life annuity, unless a different annuity form is specified below:
------------------------------------
(ii) The qualified preretirement survivor annuity provided to a
Participant's spouse is purchased with 100% (at least 50%) of the Participant's
Account.
(iii) |X| Other annuity form(s) of payment. Please complete Subsection (a)
of the Forms of Payment Addendum describing the other annuity form(s) of payment
available under the Plan.
(d) |_| Other Non-Annuity Form(s) of Payment - As a result of the Plan's
receipt of a transfer of assets from another plan or pursuant to the Plan terms
prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were
previously payable in the following form(s) of payment not described in (a), (b)
or (c) above and the Plan will continue to offer these form(s) of payment:
------------------------------------
(e) |_| Eliminated Forms of Payment Not Protected Under Code Section
411(d)(6). Check if either (1) under the Plan terms prior to the Amendment
Effective Date or (2) under the terms of another plan from which assets were
transferred, benefits were payable in a form of payment that will cease to be
offered after a specified date. Please complete Subsection (c) of the Forms of
Payment Addendum describing the forms of payment previously available and the
effective date of the elimination of the form(s) of payment.
1.20. TIMING OF DISTRIBUTIONS
Except as provided in Subsection 1.20(a) or (b) and the Postponed
Distribution Addendum to the Adoption Agreement, distribution shall be made to
an eligible Participant from his vested interest in his Account as soon as
reasonably practicable following the date the Participant's application for
distribution is received by the Administrator.
(a) Required Commencement of Distribution - If a Participant does not elect
to receive benefits as of an earlier date, as permitted under the Plan,
distribution of a Participant's Account shall begin as of the Participant's
Required Beginning Date.
(b) |_| Postponed Distributions - Check if the Plan was converted by plan
amendment from another defined contribution plan that provided for the
postponement of certain distributions from the Plan to eligible Participants and
the Employer wants to continue to administer the Plan using the postponed
distribution provisions. Please complete the Postponed Distribution Addendum to
the Adoption Agreement indicating the types of distributions that are subject to
postponement and the period of postponement.
Note: An Employer may not provide for postponement of distribution to a
Participant beyond the 60th day following the close of the Plan Year in which
(1) the Participant attains Normal Retirement Age under the Plan, (2) the
Participant's 10th anniversary of participation in the Plan occurs, or (3) the
Participant's employment terminates, whichever is latest.
1.21. TOP HEAVY STATUS
(a) The Plan shall be subject to the Top-Heavy Plan requirements of Article
15 (check one):
(1) |_| for each Plan Year, whether or not the Plan is a "top-heavy plan"
as defined in Subsection 15.01(f).
(2) |X| for each Plan Year, if any, for which the Plan is a "top-heavy
plan" as defined in Subsection 15.01(f).
(3) |_| Not applicable. (Choose only if Plan covers only employees subject
to a collective bargaining agreement.)
(b) In determining whether the Plan is a "top-heavy plan" for an Employer
with at least one defined benefit plan, the following assumptions shall apply:
(1) |X| Interest rate: 7% per annum.
(2) |X| Mortality table: 1971 Group Annuity Table.
(3) |_| Not applicable. (Choose only if either (A) Plan covers only
employees subject to a collective bargaining agreement or (B) Employer does not
maintain and has not maintained any defined benefit plan during the five-year
period ending on the applicable "determination date", as defined in Subsection
15.01(a).)
(c) If the Plan is or is treated as a "top-heavy plan" for a Plan Year,
each non-key Employee shall receive an Employer Contribution of at least 3 (3,
4, 5, or 7 1/2)% of Compensation for the Plan Year in accordance with Section
15.03. The minimum Employer Contribution provided in this Subsection 1.21(c)
shall be made under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer, unless the Employer
elects otherwise below:
(1) |_| The minimum Employer Contribution shall be paid under this Plan in
any event.
(2) |_| Another method of satisfying the requirements of Code Section 416.
Please complete the 416 Contribution Addendum to the Adoption Agreement
describing the way in which the minimum contribution requirements will be
satisfied in the event the Plan is or is treated as a "top-heavy plan".
(3) |_| Not applicable. (Choose only if Plan covers only employees subject
to a collective bargaining agreement.)
Note: The minimum Employer contribution may be less than the percentage
indicated in Subsection 1.21(c) above to the extent provided in Section 15.03.
(d) If the Plan is or is treated as a "top-heavy plan" for a Plan Year, the
following vesting schedule shall apply instead of the schedule(s) elected in
Subsection 1.15(b) for such Plan Year and each Plan Year thereafter (check one):
(1) |_| Not applicable. (Choose only if either (A) Plan provides for
Nonelective Employer Contributions and the schedule elected in Subsection
1.15(b)(1) is at least as favorable in all cases as the schedules available
below or (B) Plan covers only employees subject to a collective bargaining
agreement.)
(2) |_| 100% vested after (not in excess of 3) years of ---------- Vesting
Service.
(3) |X| Graded vesting:
================================================================================
Years of Vesting Service Vesting Must be
Percentage at Least
================================================================================
0 0% 0%
================================================================================
1 0% 0%
================================================================================
2 20% 20%
================================================================================
3 40% 40%
================================================================================
4 60% 60%
================================================================================
5 80% 80%
================================================================================
6 or more 100% 100%
================================================================================
Note: If the Plan provides for Nonelective Employer Contributions and the
schedule elected in Subsection 1.15(b)(1) is more favorable in all cases than
the schedule elected in Subsection 1.21(d) above, then the schedule in
Subsection 1.15(b)(1) shall continue to apply even in Plan Years in which the
Plan is a "top-heavy plan".
1.22. CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED
CONTRIBUTION PLANS
If the Employer maintains other defined contribution plans, annual
additions to a Participant's Account shall be limited as provided in Section
6.12 of the Plan to meet the requirements of Code Section 415, unless the
Employer elects otherwise below and completes the 415 Correction Addendum
describing the order in which annual additions shall be limited among the plans.
(a) |_| Other Order for Limiting Annual Additions
1.23. INVESTMENT DIRECTION
Investment Directions - Participant Accounts shall be invested (check one):
(a) |_| in accordance with the investment directions provided to the
Trustee by the Employer for allocating all Participant Accounts among the
Options listed in the Service Agreement.
(b) |X| in accordance with the investment directions provided to the
Trustee by each Participant for allocating his entire Account among the Options
listed in the Service Agreement.
(c) |_| in accordance with the investment directions provided to the
Trustee by each Participant for all contribution sources in his Account, except
that the following sources shall be invested in accordance with the investment
directions provided by the Employer (check (1) and/or (2)):
(1) |_| Nonelective Employer Contributions
(2) |_| Matching Employer Contributions
The Employer must direct the applicable sources among the same investment
options made available for Participant directed sources listed in the Service
Agreement.
1.24. RELIANCE ON OPINION LETTER
An adopting Employer may rely on the opinion letter issued by the Internal
Revenue Service as evidence that this Plan is qualified under Code Section 401
only to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer
may not rely on the opinion letter in certain other circumstances or with
respect to certain qualification requirements, which are specified in the
opinion letter issued with respect to this Plan and in Announcement 2001-77. In
order to have reliance in such circumstances or with respect to such
qualification requirements, application for a determination letter must be made
to Employee Plans Determinations of the Internal Revenue Service. Failure to
fill out the Adoption Agreement properly may result in disqualification of the
Plan.
This Adoption Agreement may be used only in conjunction with Fidelity Basic
Plan Document No. 02. The Prototype Sponsor shall inform the adopting Employer
of any amendments made to the Plan or of the discontinuance or abandonment of
the prototype plan document.
1.25. PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Company
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed to the
following telephone number:
1-800-343-9184.
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this day of , .
------------- ------------------ -------------
Employer:
By:
Title:
Employer:
By:
Title:
Accepted by:
Fidelity Management Trust Company, as Trustee
By: Date:
------------------------- ----------------------
Title:
----------------------
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this day of , .
--------------- ------------------ ------------
Employer:
By:
Title:
Employer:
By:
Title:
Accepted by:
Fidelity Management Trust Company, as Trustee
By: Date:
------------------------- ----------------------
Title:
----------------------
AMENDMENT EXECUTION PAGE
This page is to be completed in the event the Employer modifies any prior
election(s) or makes a new election(s) in this Adoption Agreement. Attach the
amended page(s) of the Adoption Agreement to this execution page.
The following section(s) of the Plan are hereby amended effective as of the
date(s) set forth below:
================================================================================
Section Amended Page Effective Date
================================================================================
================================================================================
================================================================================
================================================================================
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this day of
---- --------------, -------------------.
Employer:______________________ Employer: ______________________
By: ______________________ By: ______________________
Title: ______________________ Title: ______________________
Accepted by:
Fidelity Management Trust Company, as Trustee
By:
--------------------------
Date:
--------------------------
Title:
--------------------------
ADDENDUM
Re: SPECIAL EFFECTIVE DATES
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) |_| Special Effective Dates for Other Provisions - The following
provisions (e.g., new eligibility requirements, new contribution formula, etc.)
shall be effective as of the dates specified herein:
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
(b) |_| Plan Merger Effective Dates - The following plan(s) were merged
into the Plan after the Effective Date indicated in Subsection 1.01(g)(1) or
(2), as applicable. The provisions of the Plan are effective with respect to the
merged plan(s) as of the date(s) indicated below:
(1) Name of merged plan: -----------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Effective date:
---------------- ---------------, ---------------------.
(2) Name of merged plan: --------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Effective date:
---------------- ---------------, ---------------------.
(3) Name of merged plan: --------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Effective date:
---------------- ---------------, ---------------------.
(4) Name of merged plan: --------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Effective date:
---------------- ---------------, ---------------------.
(5) Name of merged plan: --------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Effective date:
---------------- ---------------, ---------------------.
ADDENDUM
Re: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) Safe Harbor Matching Employer Contribution Formula
Note: Matching Employer Contributions made under this Option must be 100%
vested when made and may only be distributed because of death, disability,
separation from service, age 59 1/2, or termination of the Plan without the
establishment of a successor plan. In addition, each Plan Year, the Employer
must provide written notice to all Active Participants of their rights and
obligations under the Plan.
(1) |_| 100% of the first 3% of the Active Participant's Compensation
contributed to the Plan and 50% of the next 2% of the Active Participant's
Compensation contributed to the Plan.
(A) |_| Safe harbor Matching Employer Contributions shall not be made on
behalf of Highly Compensated Employees.
Note: If the Employer selects this formula and does not elect Option
1.10(b), Additional Matching Employer Contributions, Matching Employer
Contributions will automatically meet the safe harbor contribution requirements
for deemed satisfaction of the "ACP" test. (Employee Contributions must still be
tested.)
(2) |_| Other Enhanced Match:
% of the first % of the Active Participant's
------- --------
Compensation contributed to the plan,
% of the first % of the Active Participant's
------- --------
Compensation contributed to the plan,
% of the first % of the Active Participant's
------- --------
Compensation contributed to the plan.
Note: To satisfy the safe harbor contribution requirement for the "ADP"
test, the percentages specified above for Matching Employer Contributions may
not increase as the percentage of Compensation contributed increases, and the
aggregate amount of Matching Employer Contributions at such rates must at least
equal the aggregate amount of Matching Employer Contributions which would be
made under the percentages described in (a)(1) of this Addendum.
(A) |_| Safe harbor Matching Employer Contributions shall not be made on
behalf of Highly Compensated Employees.
(B) |_| The formula specified above is also intended to satisfy the safe
harbor contribution requirement for deemed satisfaction of the "ACP" test with
respect to Matching Employer Contributions. (Employee Contributions must still
be tested.)
Note: To satisfy the safe harbor contribution requirement for the "ACP"
test, the Deferral Contributions and/or Employee Contributions matched cannot
exceed 6% of a Participant's Compensation.
ADDENDUM
Re: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) Safe Harbor Nonelective Employer Contribution Election
(1) |_| For each Plan Year, the Employer shall contribute for each eligible
Active Participant an amount equal to % (not less than 3% nor more than 15%) of
such Active Participant's Compensation.
(2) |_| The Employer may decide each Plan Year whether to amend the Plan by
electing and completing (A) below to provide for a contribution on behalf of
each eligible Active Participant in an amount equal to at least 3% of such
Active Participant's Compensation.
Note:An Employer that has selected Subsection (a)(2) above must amend the
Plan by electing (A) below and completing the Amendment Execution Page no later
than 30 days prior to the end of each Plan Year for which safe harbor
Nonelective Employer Contributions are being made.
(A) |_| For the Plan Year beginning , the Employer shall contribute for
each eligible Active Participant an amount equal to % (not less than 3% nor more
than 15%) of such Active Participant's Compensation.
Note: Safe harbor Nonelective Employer Contributions must be 100% vested
when made and may only be distributed because of death, disability, separation
from service, age 59 1/2, or termination of the Plan without the establishment
of a successor plan. In addition, each Plan Year, the Employer must provide
written notice to all Active Participants of their rights and obligations under
the Plan.
(b) |_| Safe harbor Nonelective Employer Contributions shall not be made on
behalf of Highly Compensated Employees.
(c) |_| In conjunction with its election of the safe harbor described
above, the Employer has elected to make Matching Employer Contributions under
Subsection 1.10 that are intended to meet the requirements for deemed
satisfaction of the "ACP" test with respect to Matching Employer Contributions.
ADDENDUM
Re: PROTECTED IN-SERVICE WITHDRAWALS
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) Restrictions on In-Service Withdrawals of Amounts Held for Specified
Period - The following restrictions apply to in-service withdrawals made in
accordance with Subsection 1.18(d)(1)(A) (cannot include any mandatory
suspension of contributions restriction):
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(b) Restrictions on In-Service Withdrawals Because of Participation in Plan
for 60 or More Months - The following restrictions apply to in-service
withdrawals made in accordance with Subsection 1.18(d)(1)(B) (cannot include any
mandatory suspension of contributions restriction):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(c) |_| Other In-Service Hardship Withdrawal Provisions - In-service
hardship withdrawals are permitted from a Participant's Deferral Contributions
Account and the other sub-accounts specified below, subject to the conditions
otherwise applicable to hardship withdrawals from a Participant's Deferral
Contributions Account:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(d) |_| Other In-Service Withdrawal Provisions - In-service withdrawals
from a Participant's Accounts specified below shall be available to Participants
who satisfy the requirements also specified below:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) |_| The following restrictions apply to a Participant's Account
following an in-service withdrawal made pursuant to (d) above (cannot include
any mandatory suspension of contributions restriction):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ADDENDUM
Re: FORMS OF PAYMENT
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) The following optional forms of annuity will continue to be offered
under the Plan:
Joint & 50%-100% Survivor Annuity
(b) The forms of payment described in Section 1.19(b), (c) and/or (d) apply
to the following class(es) of Participants:
-----------------------------------------------
Note: Please indicate if different classes of Participants are subject to
different forms of payment.
(c) The following forms of payment were previously available under the Plan
but will be eliminated as of the date specified in subsection (4) below (check
the applicable (box(es) and complete (4)):
(1) |_| Installment Payments.
(2) |_| Annuities.
(A) |_| The normal form of payment under the Plan was a lump sum and all
optional annuity forms of payment not listed under Section 1.19(c)(2)(A)(i) are
eliminated. The eliminated forms of payment include the following:
(B) |_| The normal form of payment under the Plan was a life annuity and
all annuity forms of payment not listed under Section 1.19(c)(2)(B) are
eliminated. (Complete (i) and (ii) and, if applicable, (iii).)
(i) The normal form for married Participants was a qualified joint and %
(at least 50%) survivor annuity. The normal form for unmarried Participants was
a single life annuity, unless a different form is specified below:
- --------------------------------------------------------------------------------
(ii) The qualified preretirement survivor annuity provided to a
Participant's spouse was purchased with % (at least 50%) of the Participant's
Account.
(iii) The other annuity form(s) of payment previously available under the
Plan included the following:
- --------------------------------------------------------------------------------
(3) |_| Other Non-Annuity Forms of Payment. All other non-annuity forms of
payment that are not listed in Section 1.19(d) but that were previously
available under the Plan are eliminated. The eliminated non-annuity forms of
payment include the following:
- --------------------------------------------------------------------------------
(4) The form(s) of payment described in this Subsection (c) will not be
offered to Participants who have an Annuity Starting Date which occurs on or
after (cannot be earlier than September 6, 2000). Notwithstanding the date
entered above, the forms of payment described in this Subsection (c) will
continue to be offered to Participants who have an Annuity Starting Date that
occurs (1) within 90 days following the date the Employer provides affected
Participants with a summary that satisfies the requirements of 29 CFR
2520.104b-3 and that notifies them of the elimination of the applicable form(s)
of payment, but (2) no later than the first day of the second Plan Year
following the Plan Year in which the amendment eliminating the applicable
form(s) of payment is adopted.
ADDENDUM
Re: VESTING SCHEDULE
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) More Favorable Vesting Schedule
(1) The following vesting schedule applies to the class of Participants
described in (a)(2) below:
--------------------------------------------------------------
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--------------------------------------------------------------
--------------------------------------------------------------
(2) The vesting schedule specified in (a)(1) above applies to the following
class of Participants:
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(b) |_| Additional Vesting Schedule
(1) The following vesting schedule applies to the class of Participants
described in (b)(2) below:
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
(2) The vesting schedule specified in (b)(1) above applies to the following
class of Participants:
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ADDENDUM
Re: POSTPONED DISTRIBUTIONS
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
Postponement of Certain Distributions to Eligible Participants - The types
of distributions specified below to eligible Participants of their vested
interests in their Accounts shall be postponed for the period also specified
below:
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Notwithstanding the foregoing, if the Employer selected an Early Retirement
Age in Subsection 1.14(b) that is the later of an attained age or completion of
a specified number of years of Vesting Service, any Participant who terminates
employment on or after completing the required number of years of Vesting
Service, but before attaining the required age shall be eligible to commence
distribution of his vested interest in his Account upon attaining the required
age.
ADDENDUM
Re: 415 CORRECTION
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) Other Formula for Limiting Annual Additions to Meet 415 - If the
Employer, or any employer required to be aggregated with the Employer under Code
Section 415, maintains any other qualified defined contribution plans or any
"welfare benefit fund", "individual medical account", or "simplified medical
account", annual additions to such plans shall be limited as follows to meet the
requirements of Code Section 415:
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ADDENDUM
Re: 416 CONTRIBUTION
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
(a) Other Method of Satisfying the Requirements of 416 - If the Employer,
or any employer required to be aggregated with the Employer under Code Section
416, maintains any other qualified defined contribution or defined benefit
plans, the minimum benefit requirements of Code Section 416 shall be satisfied
as follows:
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---------------------------------------------------------
---------------------------------------------------------
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SNAP OFF ADDENDUM
Re: EFFECTIVE DATES FOR GUST COMPLIANCE
for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
Notwithstanding any other provision of the Plan to the contrary, to comply
with changes required by the Retirement Protection Act of 1994 ("GATT"), the
Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"),
the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act
of 1997 ("TRA `97") and the Internal Revenue Service Restructuring and Reform
Act of 1998 (collectively, "GUST"), the following provisions shall apply
effective as of the dates set forth below:
(a) The following elections were in effect for Plan Years beginning on or
after January 1, 1997 and ending before the date specified in Subsection
1.01(g)(2):
(1) HCE Determinations History - The Plan was operated in accordance with
the provisions of Subsections 1.06(a) and 1.06(b), unless otherwise provided
below.
(A) |_| HCE Determinations: Look Back Year Elections - For the following
Plan Year(s), the Plan was operated in accordance with a different look back
year election as provided below:
(B) |_| HCE Determinations: Top Paid Group Elections - For the following
Plan Year(s), the Plan was operated in accordance with a different top paid
group election as provided below:
(2) ADP/ACP Testing Methods History - The Plan was operated using the
testing method shown in Subsection 1.06(a), unless otherwise provided below.
(A) |_| For the following Plan Years, the Plan was operated in accordance
with a different method as provided below:
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------.
(3) First Year Testing Method - If the first Plan Year that the Plan, other
than a successor plan, permitted Deferral Contributions or provided for either
Employee or Matching Employer Contributions, occurred on or after January 1,
1997 but prior to the Effective Date specified in Subsection 1.01(g)(2), the
"ADP" and/or "ACP" test for such first Plan Year was applied using the actual
"ADP" and/or "ACP" of Non-Highly Compensated Employees for such first Plan Year,
unless otherwise provided below.
(A) |_| The "ADP" and/or "ACP" test for the first Plan Year that the Plan
permitted Deferral Contributions or provided for either Employee or Matching
Employer Contributions was applied assuming a 3% "ADP" and/or "ACP" for
Non-Highly Compensated Employees.
(b) The following provisions are effective as of the following dates,
except as otherwise provided in the applicable Subsection(s) (A):
(1) The definition of "Required Beginning Date" in Subsection 2.01(ss) is
effective January 1, 1997.
(A) |_| Later effective date applicable to the definition of Required
Beginning Date in Subsection 2.01(ss): (Cannot be later than the January 1
following the date specified in Subsection 1.01(g)(2)).
(2) The elimination of all family aggregation rules is effective for Plan
Years beginning on or after January 1, 1997.
(A) |_| Later effective date applicable to elimination of family
aggregation rules: (Cannot be later than the first day of the Plan Year in which
the date specified in Subsection 1.01(g)(2) occurs).
(3) The inclusion in Compensation for purposes of Code Section 415 of
amounts excluded from gross income under a salary reduction agreement by reason
of the application of Code Sections 125, 402(e)(3), 402(h), or 403(b), as
provided in Subsection 6.12(d), is effective for Limitation Years beginning on
or after January 1, 1998.
(A) |_| Later effective date applies to modification of definition of
Compensation for Code Section 415 purposes: (Cannot be later than the
------------
first day of the Limitation Year in which the date specified in Subsection
1.01(g)(2) occurs).
(4) The increase in the cash out limitation from $3,500 to $5,000 is
effective the first day of the first Plan Year beginning after August 5, 1997.
(A) |_| Later effective date applies to increase in cash out limitation:
(Cannot be later than the date specified in Subsection 1.01(g)(2)).
(5) The elimination of the "look back" requirement for mandatory cashouts
with respect to Participants whose Accounts are not subject to the requirements
of Section 14.04 shall be effective with respect to distributions made on or
after March 22, 1999.
(A) |_| Later effective date applies to elimination of look back
requirement for mandatory cashouts: (Cannot be later than the date specified in
Subsection 1.01(g)(2)).
(6) The exclusion from the definition of "eligible rollover distribution"
in Subsection 13.04(c) of hardship withdrawals of Deferral Contributions made in
accordance with the provisions of Section 10.05 or the Protected In-Service
Withdrawal Addendum to the Adoption Agreement is effective for distributions
made on or after January 1, 1999.
(A) |_| Later effective date applies to rollover treatment of hardship
withdrawals of Deferral Contributions: (Cannot be later than the
--------------
earlier of January 1, 2000 or the date specified in Subsection 1.01(g)(2)).
(c) The following provisions are effective as of the following dates:
(1) The inclusion in Compensation of amounts excluded from gross income
under a salary reduction agreement by reason of the application of Code Sections
132(f)(4) (the "132(f) Amendment"), as provided in Subsections 2.01(s) and
2.01(z) and Sections 5.02 and 15.03 is effective for Plan Years beginning on or
after January 1, 2001, or, if earlier, the first day of the Plan Year in which
the Plan has been operated in accordance with the 132(f) Amendment, but, in no
case earlier than the first Plan Year beginning on or after January 1, 1998.
The 132(f) Amendment, as provided in Subsection 6.12(d) is effective for
Limitation Years beginning on or after January 1, 2001, or, if earlier, the
first day of the Limitation Year in which the Plan has been operated in
accordance with the 132(f) Amendment, but, in no case earlier than the first
Limitation Year beginning on or after January 1, 1998.
(2) The definition of "Highly Compensated Employee" in Subsection 2.01(z)
is effective for Plan Years beginning on or after January 1, 1997.
(3) The definition of "Leased Employee" in Subsection 2.01(cc) is effective
for Plan Years beginning on or after January 1, 1997.
(4) The change in the "maximum permissible amount", as defined in
Subsection 6.01(r), to $30,000 adjusted for cost of living increases, is
effective for Limitation Years beginning on or after January 1, 1995.
(5) The rules for applying the "ADP" test, described in Section 6.03, and
the "ACP" test, described in Section 6.06 are effective for Plan Years beginning
on or after January 1, 1997.
(6) The rules for allocating and distributing "excess contributions", as
provided in Section 6.04, and the rules for allocation, distribution and
forfeiture of "excess aggregate contributions", as provided in Section 6.07 are
effective for Plan Years beginning on or after January 1, 1997.
(7) The 4% limitation on discretionary matching employer contributions in
the event the Plan is intended to satisfy the safe harbor contribution
requirements under the Code such that the "ADP" test (and, if applicable, the
"ACP" test) is deemed satisfied is effective only for Plan Years beginning on or
after January 1, 2000.
(8) The provisions of Section 18.03, regarding the Code Section
401(a)(13)(C) and (D) exceptions to the nonalienability of benefits rules, apply
to judgments, orders, and decrees issued and settlement agreements entered into
on or after August 5, 1997.
(9) The provisions of Section 18.07, regarding veterans reemployment
rights, are effective December 12, 1994.
(d) For Plan Years ending before the date specified in Subsection
1.01(g)(2), the provisions of this amendment and restatement that are related to
GUST shall apply in accordance with the provisions of this amendment and
restatement, except as otherwise provided below:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(e) For Plan Years ending before the date specified in Subsection
1.01(g)(2), the provisions of this amendment and restatement that are related to
GUST shall apply to all plans merged into the Plan during the period covered by
this Addendum except to the extent any such merged plan is amended to provide
otherwise or as provided below:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE CORPORATEPLAN FOR RETIREMENTSM (PROFIT SHARING/401(K) PLAN)
ADDENDUM TO ADOPTION AGREEMENT
FIDELITY BASIC PLAN DOCUMENT No. 02
RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ("EGTRRA")
AMENDMENTS for
Plan Name: Pike Industries, Inc. Profit Sharing and Deferred Income Plan
PREAMBLE
Adoption and Effective Date of Amendment. This amendment of the Plan is
adopted to reflect certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in accordance
with EGTRRA and guidance issued thereunder. Except as otherwise provided below,
this amendment shall be effective as of the first day of the first plan year
beginning after December 31, 2001.
Supersession of Inconsistent Provisions. This amendment shall supersede the
provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment.
(a) Catch-up Contributions. The Employer must select either (1) or (2)
below to indicate whether eligible Participants age 50 or older by the end of a
calendar year will be permitted to make catch-up contributions to the Plan, as
described in Section 5.03(b)(1):
(1) |X| Catch-up contributions shall apply effective January 1, 2002,
unless a later effective date is specified herein, .
(2) |_| Catch-up contributions shall not apply.
Note: The Employer must not select (a)(1) above unless all plans of all
employers treated, with the Employer, as a single employer under subsections
(b), (c), (m), or (o) of Code Section 414 also permit catch up contributions
(except a plan maintained by the Employer that is qualified under Puerto Rico
law), as provided in Code Section 414(v)(4) and IRS guidance issued thereunder.
The effective date applicable to catch-up contributions must likewise be
consistent among all plans described immediately above, to the extent required
in Code Section 414(v)(4) and IRS guidance issued thereunder.
(b) Plan Limit on Elective Deferral for Plans Permitting Catch-up
Contributions. This Section (b) is inapplicable if the Plan converted to this
Fidelity document from any other document effective after April 1, 2002.
For Plans that permit catch-up contributions beginning on or before April
1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described in Section
5.03(b)(2) shall apply beginning April 1, 2002, unless (b)(1) or (b)(2) is
selected below. For Plans that permit catch up contributions beginning after
April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out in Section
1.07(a)(1) shall continue to apply unless and until the Employer's election in
(b)(2) below, if any, provides for a change in the Plan Limit.
(1) |_| The Plan Limit set out in Section 1.07(a)(1) shall continue to
apply on and after April 1, 2002.
(2) |_| The Plan Limit set out in Section 1.07(a)(1) shall continue to
apply until (cannot be before April 1, 2002), and the Plan Limit after that date
shall be % of Compensation each payroll period.
(c) Matching Employer Contributions on Catch-up Contributions. The Employer
must select the box below only if the Employer selected (a)(1) above, and the
Employer wants to provide Matching Employer Contributions on catch-up
contributions. In that event, the same rules that apply to Matching Employer
Contributions on Deferral Contributions other than catch-up contributions will
apply to Matching Employer Contributions on catch-up contributions.
|_| Notwithstanding anything in 2.01(l) to the contrary, Matching Employer
Contributions under Section 1.10 shall apply to catch-up contributions described
in Section 5.03(b)(1).
(d) Vesting of Matching Employer Contributions. Complete this section (d)
only if the vesting schedule for Matching Employer Contributions under the Plan
must be amended to comply with EGTRRA. This is the case if, in the absence of an
amendment, the vesting schedule for Matching Employer Contributions would not be
at least as rapid as Three-Year Cliff or Six-Year Graded Vesting, effective for
Participants with at least one Hour of Service on or after the first Plan Year
beginning after December 31, 2001, subject to the rule described in (2) below.
Complete (d)(1) to specify the new vesting schedule; any vesting schedule
changes must conform to the requirements of Section 16.04 of the Plan. Only
complete (d)(2) if your Plan is maintained pursuant to a collective bargaining
agreement ratified by June 7, 2001. Complete (d)(3) if the Employer wants to
apply the vesting schedule selected in (d)(1) to only the portion of a
Participant's accrued benefits derived from Matching Employer Contributions for
Plan Years beginning after December 31, 2001.
(1) Vesting Schedule for Matching Employer Contributions. Unless the
Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum, the
Vesting Schedule set forth below shall apply to all accrued benefits derived
from Matching Employer Contributions for Participants who complete an Hour of
Service under the Plan in a Plan Year beginning after December 31, 2001,
regardless of the Plan Year for which such contributions are made, subject to
the Employer's election of a later effective date as indicated in (d)(2) below:
|_| 100% Vesting immediately
|_| 3-Year Cliff (see C below)
|X| 6-Year Graded (see E below)
|_| Other Vesting Schedule (complete G3 below, but must be at
least as favorable as either C or E)
================================================================================
Applicable Vesting Schedule
================================================================================
Years of C E G3
Vesting Service
================================================================================
0 0% 0% %
---
================================================================================
1 0% 0% %
---
================================================================================
2 0% 20% %
---
================================================================================
3 100% 40% %
---
================================================================================
4 100% 60% %
---
================================================================================
5 100% 80% %
---
================================================================================
6 or more 100% 100% 100%
================================================================================
(2) Delayed Effective Date for Plans Subject to Collective Bargaining. If
the plan is maintained pursuant to one or more collective bargaining agreements
ratified by June 7, 2001, the effective date for faster vesting of Matching
Employer Contributions for Participants covered by such a collective bargaining
agreement can be delayed by checking the box below and inserting the effective
date, which is the first day of the first Plan Year beginning on or after the
earlier of (i) January 1, 2006, or (ii) the later of the date on which the last
of the collective bargaining agreements described above terminates (without
regard to any extension on or after June 7, 2001), or January 1, 2002.
|_| The vesting schedule elected by the Employer in (d)(1) above shall
apply to those Participants covered by a collective bargaining agreement(s)
ratified by June 7, 2001, who have at least one Hour of Service on or after .
Unless --------------- the Employer selects the box in (d)(3) below, the vesting
schedule selected in (d)(1) above shall apply to the entire accrued benefit
derived from Matching Employer Contributions of such Participants with an Hour
of Service in a Plan Year beginning on or after the date specified herein. For
all other Participants, the vesting schedule shall apply as of the date and in
the manner described in (d)(1) and, where applicable, (d)(3).
(3) Grandfathered Application of Prior Vesting Schedule. The Employer must
check the box below only if the Employer wants to grandfather an existing
vesting schedule and apply the vesting schedule that the Employer selected in
(d)(1) above to only that portion of a Participant's accrued benefit derived
from Matching Employer Contributions for Plan Years beginning after December 31,
2001, (and/or for Plan Years beginning on or after the date specified in (d)(2),
for any Participants subject to (d)(2), if selected by the Employer).
|X| The Vesting Schedule in (d)(1) above shall apply only to the portion of
a Participant's accrued benefits derived from Matching Employer Contributions
under the Plan in a Plan Year beginning after December 31, 2001, or such later
date applicable to the Participant if specified in (d)(2) above.
(e) Rollovers of After-Tax Employee Contributions to the Plan. The Employer
must mark the box below only if the Employer does not want the Plan to accept
Participant Rollover Contributions of qualified plan after-tax employee
contributions, as described in Section 5.06, which would otherwise be effective
for distributions after December 31, 2001:
|_| Participant Rollover Contributions or direct rollovers of qualified
plan after-tax employee contributions shall not be accepted by the Plan at any
time.
(f) Application of the Same Desk Rule. The Employer must mark the box below
only if the Employer wants to discontinue the application of the same desk rule
set forth in Section 12.01(a).
|_| Effective for distributions from the Plan after December 31, 2001, or
such later date as specified herein , a Participant's elective deferrals,
qualified nonelective contributions and qualified matching contributions, if
applicable, and earnings attributable to such amounts shall be distributable,
upon a severance from employment as described in Section 12.01(b), effective
only for severances occurring after (or, if no date is entered, regardless of
when the severance occurred).
Amendment Execution
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this _____ day of ________________, ______.
Employer:
By:
Title:
Employer:
By:
Title:
Accepted by:
Fidelity Management Trust Company, as Trustee
By: Date:
------------------------- ----------------------
Title:
----------------------
Amendment Execution
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed
this _____ day of ________________, ______.
Employer:
By:
Title:
Employer:
By:
Title:
Accepted by:
Fidelity Management Trust Company, as Trustee
By: Date:
------------------------- ----------------------
Title:
----------------------