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EXHIBIT 99(a)
94-05
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552A
The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: XXXXXXX ELECTRIC CORPORATION
Address: 000 XXXXXXX XXXXXXXXX
XXXXXXXXXX, XX 00000
B. Employer is a (X) corporation; ( ) S Corporation;
( ) partnership; ( ) sole proprietor; ( ) other: [....]
C. Employer's Tax ID Number: 00-0000000
D. Employer's fiscal year: JANUARY 1 - DECEMBER 31
E. Plan Name: VERSAILLES UNION 401(K) PLAN
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan,
enter the original Effective Date JANUARY 1, 1998. THIS PLAN
WAS SPUN-OFF
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FROM THE XXXXXXX ELECTRIC SAVINGS MAXIMIZER PLAN 94-05 AS OF ITS
EFFECTIVE DATE. The effective date of this amended Plan is
[....].
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G. The Trustee shall be:
(X) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. The first Plan Year shall be [....] through [....].
Thereafter, the Plan Year shall mean the 12-consecutive-month
period commencing on JANUARY 1 and ending on DECEMBER 31.
I. Service with the following predecessor employer(s): N/A
shall be credited for purposes of: [ ] eligibility;
[ ] vesting.
Note: Such Service must be credited if the adopting Employer
maintains the plan of the predecessor employer.
J. The following employer(s) aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan:
K. Are all employers aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code participating in this
Plan?
( ) Yes (X) No
II. HOURS OF SERVICE
A. For Eligibility Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
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( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited
with at least one (1) Hour of Service during the day under the
Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly payroll period such Employee would be credited with at
least one (1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
(X) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with
ten (10) Hours of Service for any day such Employee would be
credited with at least one (1) Hour of Service during the day under
the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would
be credited with at least one (1) Hour of Service during the week
under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any
semi-monthly
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payroll period such Employee would be credited with at least one
(1) Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
one hundred ninety (190) Hours of Service for any month such
Employee would be credited with at least one (1) Hour of Service
under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
(X) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good
faith bargaining. For this purpose, the term "employee
representatives" does not include any organization more than half
of whose members are Employees who are owners, officers, or
executives of the Employer.
(X) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
(X) Employees included in the following classification(s): A. ALL
NON-UNION EMPLOYEES; AND B. ALL UNION EMPLOYEES EXCEPT THOSE
EMPLOYED AT THE VERSAILLES PLANT OF XXXXXXX ELECTRIC CORPORATION.
(X) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code:
XXXXXXX CORPORATION, EMTEC PRODUCTS CORPORATION, XXXXXXX CABLE
SYSTEMS, INC. AND ITS SUBSIDIARIES, XXXXXXXXX U.S., INC. AND ITS
SUBSIDIARIES, TRANSPRO GROUP, INC. AND ANY OTHER ENTITY ACQUIRED BY
XXXXXXX CORPORATION OR ONE OF ITS SUBSIDIARIES ON OR AFTER THE
EFFECTIVE DATE UNLESS THIS PLAN IS SPECIFICALLY EXTENDED TO THE
EMPLOYEES OF THE ENTITY.
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(X) Individuals required to be considered Employees under Section
414(n) of the Code.
( ) Employees who, subject to determination by the Committee that
such election will not affect the plan's qualification, make a
one-time irrevocable election not to participate in the Plan for
purposes of the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined Contributions.
Note: The term Employee includes all employees of the Employer and
any employer required to be aggregated with the Employer under
Sections 414(b), (c), (m) or (o) of the Code, and individuals
considered employees of any such employer under Section 414(n)
or (o) of the Code.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: (X) No age requirement.
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
(X) For Employer Discretionary Contributions
only -- The completion of 30 DAYS OF SERVICE
(not to exceed 1 unless 100% immediate
vesting is elected, in which case, may not
exceed 2) Eligibility Years of Service. If
the Eligibility Years of Service is or
includes a fractional year, an Employee
shall not be required to complete any
specific number of Hours of Service to
receive credit for such fractional year.
If more than 1 Eligibility Year of Service is
required, Participants must be 100% immediately
vested.
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(X) For all other contributions -- The
completion of 30 DAYS OF SERVICE (not to
exceed 1) Eligibility Year of Service.
AND
Effective
Date: ( ) Each Eligible Employee who is employed on
the Effective Date shall become a Participant on the
Effective Date. Each Eligible Employee employed after
the Effective Date shall become a Participant on the
Entry Date coincident with or following completion of
the age and service requirements specified above.
(X) Each Eligible Employee who is employed on
the effective date of this amended plan
shall become a Participant as of such date.
Each Eligible Employee employed after the
effective date shall become a Participant on
the entry date coincident with or following
completion of the age and service
requirements specified above.
V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary Contributions, in order to be
credited with an Eligibility Year of Service, an Employee
shall complete [....] (not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting
service for eligibility purposes is elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete [....]
(not to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting
service for eligibility purposes is elected.
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section
1.24 of the Plan.
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VI. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall
be ------------------;
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual
Entry is selected, the age and service requirements cannot
exceed 20 1/2 and 1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day
of the seventh month of the Plan Year.
( ) Quarterly Entry. The first day of the Plan Year and the first
day of the fourth, seventh and tenth months of the Plan Year.
(X) Monthly Entry. The first day of the Plan Year and the first
day of each following month of the Plan Year.
( ) Other:_________________________________________________ (Note:
Eligible Employees must commence participation no later than
the earlier of: a) the beginning of the Plan Year after
meeting the age and service requirements, or b) 6 months after
the date the Employee meets the age and service requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under
Section 415 of the Code, Compensation shall mean all of each
Participant's:
(X) Information required to be reported under Sections 6041, 6051,
and 6052 of the Code. (Wages, tips and other compensation box
on Form W-2). Compensation is defined as wages as defined in
Section 3401(a) and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is
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required to furnish the Employee a written statement
under Sections 6041(d), 6051(a)(3) and 6052 of the Code.
Compensation must be determined without regard to any rules
under Section 3401(a) that limit the remuneration included in
wages based on the nature or location of the employment or
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code). This definition of
Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only
to the extent that at the time of the payment it is reasonable
to believe that these amounts are deductible by the Employee
under Section 217 of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of
income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually
rendered in the course of employment with the Employer to the
extent that the amounts are includible in gross income
(including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in
Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in which
contributed, or Employer contributions under a
simplified employee pension plan described in Section
408(k), or any distributions from a plan of deferred
compensation regardless of whether such amounts are
includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property)
held by the Employee either
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becomes freely transferable or is no longer subject
to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which receive special tax benefits,
such as premiums for group-term life insurance (but
only to the extent that the premiums are not
includible in the gross income of the Employee), or
contributions made by the Employer (whether or not
under a salary reduction agreement) towards the
purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is
a Participant in the Plan.
(X) the Plan Year.
( ) the calendar year ending with or within the Plan
Year.
( ) Compensation shall be reduced by all of the following items
(even if includible in gross income): reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation and welfare benefits.
Compensation (X) shall; ( ) shall not include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not includible in the gross income of the Employee by reason of
Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
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( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
(X) SEVERANCE PAY
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
B. For purposes of "annual additions" testing under Section 415
of the Code, Compensation for any Limitation Year shall mean
all of each Participant's:
(X) Information required to be reported under Sections 6041, 6051
and 6052 of the Code. (Wages, tips and other compensation box
on Form W-2) Compensation is defined as wages as defined in
Section 3401(a) and all other payments of compensation to the
Employee by the Employer (in the course of the Employer's
trade or business) for which the Employer is required to
furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be
determined without regard to any rules under Section 3401(a)
that limit the remuneration included in wages based on the
nature or location of the employment or services performed
(such as the exception for agricultural labor in Section
3401(a)(2) of the Code). This definition of Compensation shall
exclude amounts paid or reimbursed by the Employer for moving
expenses incurred by an Employee, but only to the extent that
at the time of the payment it is reasonable to believe that
these amounts are deductible by the Employee under Section 217
of the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within
the meaning of Section 3401(a) of the Code for purposes of
income tax withholding at the source but determined without
regard to any rules that limit the remuneration included in
wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural
labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined
as wages, salaries, and fees for professional services and
other amounts received (without regard to whether or not an
amount is paid in cash) for
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personal services actually rendered in the course of
employment with the Employer to the extent that the amounts
are includible in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the
basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements
or other expense allowances under a nonaccountable plan (as
described in Section 1.62-2(c)), and excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in which
contributed, or Employer contributions under a
simplified employee pension plan described in Section
408(k), or any distributions from a plan of deferred
compensation regardless of whether such amounts are
includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property)
held by the Employee either becomes freely
transferable or is no longer subject to a substantial
risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which receive special tax benefits,
such as premiums for group-term life insurance (but
only to the extent that the premiums are not
includible in the gross income of the Employee), or
contributions made by the Employer (whether or not
under a salary reduction agreement) towards the
purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VIII. LIMITATION YEAR
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Limitation Year shall mean the twelve (12) consecutive-month period:
(X) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or within the
Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the Employer,
or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
(X) Age 65 (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed the
5th) anniversary of the date the Participant commenced
participation in the Plan, if later.
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
(X) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
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( ) Not permitted.
(X) Permitted.
( ) An amount fixed by appropriate action of the Employer.
( ) [....]% of Compensation of Participants for the Plan Year
(not to exceed 15%).
( ) [....]% of Compensation of Participants for the Plan Year,
plus an additional amount fixed by appropriate action of
the Employer (in total not to exceed 15%).
Employer Discretionary Contributions ( ) shall; (X) shall not be
integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity Percentage shall be [....]%.
b. ( ) The Permitted Disparity Percentage shall be determined
annually by appropriate action of the Employer.
c. ( ) The Integration Level shall be:
( ) the Taxable Wage Base.
( ) $____ (a dollar amount less than the Taxable Wage
Base).
( ) %____ (not to exceed 100% of the Taxable Wage
Base).
Note: The Permitted Disparity Percentage cannot exceed the
lesser of: (i) the base contribution, or (ii) the
greater of 5.7% or the tax rate under Section 3111(a) of
the Code attributable to the old age insurance
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portion of the Old Age, Survivors and Disability Income
provisions of the Social Security Act (as in effect on
the first day of the Plan Year). If the Integration Level
selected above is other than the Taxable Wage Base
("TWB"), the 5.7% factor in the preceding sentence must
be replaced by the applicable percentage determined from
the following table.
If the Integration Level is:
The Applicable
more than but not more than Factor is
--------- ----------------- --------------
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or 20% of TWB
**Y = any amount more than 80% of TWB, but less than 100%
of TWB
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer
Discretionary Contributions (and forfeitures, if
forfeitures are reallocated to Participants) an
Active Participant:
( ) Need not be employed on the last day of the
Plan Year.
(X) Must be employed on the last day of the Plan
Year, unless the Participant terminates
employment on account of:
(X) Death.
(X) Disability.
( ) Attainment of Early Retirement Age.
(X) Attainment of Normal Retirement Age.
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( ) Employer approved leave of absence.
(X) Must have ( ) 501 Hours of Service; (X)
1,000 Hours of Service (cannot exceed
1,000). (Note: Not applicable if elapsed
time method of crediting service is elected.
2. Elective Deferrals
( ) Not permitted.
(X) Permitted.
A Participant may elect to have his or her
Compensation reduced by:
(X) An amount not in excess of 16% of
Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year].
( ) An amount not in excess of $[....] of
Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year].
( ) An amount not to exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year.
( ) An amount not in excess of (Note: The
percent for the Highly Compensated Employee
cannot exceed the percent for the Non-Highly
Compensated Employee):
% of Compensation [cannot
exceed the dollar limitation of
Section 402(g) of the Code for the
calendar year] for each Highly
Compensated Employee; and
% of Compensation [cannot
exceed the dollar limitation of
Section 402(g) of the Code for the
calendar year] for each Non-Highly
Compensated Employee.
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A Participant may elect to commence Elective
Deferrals the next pay period following: JANUARY 1,
FEBRUARY 1, MARCH 1, APRIL 1, MAY 1, JUNE 1, JULY 1,
AUGUST 1, SEPTEMBER 1, OCTOBER 1, NOVEMBER 1,
DECEMBER 1 (enter date or period -- at least once
each calendar year).
A Participant may modify the amount of Elective
Deferrals as of JANUARY 1, APRIL 1, JULY 1, AND
OCTOBER 1 (enter date or period -- at least once each
calendar year).
A Participant (X) may; ( ) may not base Elective
Deferrals on cash bonuses that, at the Participant's
election, may be contributed to the CODA or received
by the Participant in cash. Such election shall be
effective as of the next pay period following such
election or as soon as administratively feasible
thereafter.
Participants who claim Excess Elective Deferrals for
the preceding calendar year must submit their claims
in writing to the plan administrator by MARCH 1
(enter date between March 1 and April 15).
A Participant ( ) may; (X) may not elect to
recharacterize Excess Contributions as Thrift
Contributions. (Note: Available only if Thrift
Contributions are permitted.)
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing
to the Committee by [....] (enter date no later than
2 1/2 months after close of Plan Year).
3. Thrift Contributions
( ) Not permitted.
(X) Permitted.
Participants shall be permitted to make
Thrift Contributions from 1% (not less than
1) to 10% (not more than 10) of their total
aggregate Compensation.
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A Participant may elect to commence Thrift
Contributions the next pay period following
JANUARY 1, FEBRUARY 1, MARCH 1, APRIL 1, MAY
1, JUNE 1, JULY 1, AUGUST 1, SEPTEMBER 1,
OCTOBER 1, NOVEMBER 1, DECEMBER 1 (enter
date or period--at least once each calendar
year).
The Change Date for a Participant to modify
the amount of Thrift Contributions shall be
as of JANUARY 1, APRIL 1, JULY 1, AND
OCTOBER 1 (enter date or period -- at least
once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
(X) Not Permitted.
( ) Permitted.
A Participant may elect to make Combined
Contributions which do not exceed [....]% of
Compensation. (Note: Elective Deferrals can
not exceed the dollar limitation of Section
402(g) of the Code for the calendar year).
A Participant may elect to commence
contributions the next pay period following:
(enter date or period -- at least once each
calendar year).
A Participant may modify his amount of
Combined Contributions as of [....] (enter
date or period -- at least once each
calendar year).
A Participant ( ) may; ( ) may not base
Elective Deferrals on cash bonuses that, at
the Participant's election, may be
contributed to the CODA or received by the
Participant in cash. Such election shall be
effective as of the next pay period
following [....] or as soon as
administratively feasible thereafter.
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Participants who claim Excess Elective
Deferrals for the preceding calendar year
must submit their claims in writing to the
plan administrator by [....] (enter date
between March 1 and April 15).
A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as
Thrift Contributions.
Participants who elect to recharacterize
Excess Contributions for the preceding Plan
Year as Thrift Contributions must submit
their elections in writing to the Committee
by [....] (enter date no later than 2 1/2
months after close of the Plan Year).
5. Matching Contributions
() Not permitted.
(X) Permitted.
() The Employer shall or may (in the
event that the Matching Contribution
amount is within the discretion of
the Employer) make Matching
Contributions to the Plan with
respect to (any one or a combination
of the following may be selected):
(X) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made
on behalf of:
(X) All Participants
who make such contribution(s).
( ) All Participants who are
Non-Highly Compensated Employees
who make such contribution(s).
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The amount of such Matching Contributions
made on behalf of each such Participant
shall be:
(i) Elective Deferrals (any one or a
combination of the following may be
selected) -
(X) An amount or percentage fixed
by appropriate action of the
Employer.
( ) [....]% of the Elective
Deferrals.
( ) [....]% of the first [....]%
of Compensation contributed as
an Elective Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an
Elective Deferral, plus
[....]% of the next [....]% of
Compensation contributed as an
Elective Deferral.
The Employer shall not match
Elective Deferrals as provided above
in excess of $[....] or in excess of
6% of the Participant's
Compensation.
The Employer shall not match
Elective Deferrals made by the
following class(es) of Employees:
[....]
(ii) Thrift Contributions (any one or a
combination of the following may be
selected)-
( ) An amount or percentage fixed
by appropriate action of the
Employer.
( ) $[....] for each dollar of
Thrift Contributions.
( ) [....]% of the Thrift
Contributions.
( ) [....]% of the first [....]%
of Compensation contributed,
plus [....]% of the next
[....]% of
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Compensation contributed, plus
[....]% of the remaining
Compensation contributed.
The Employer shall not match Thrift
Contributions as provided above in
excess of $[....] or in excess of
[....]% of the Participant's
Compensation.
The Employer shall not match Thrift
Contributions made by the following
class(es) of Employees: [...]
(iii) Combined Contributions (any one or a
combination of the following may be
selected).
( ) An amount fixed by
appropriate action of the
Employer.
( ) [....]% of Combined
Contributions.
( ) [....]% of Elective Deferrals,
plus [....]% of Thrift
contributions.
( ) [....]% of the first [....]%
of Compensation contributed,
plus [....]% of the next
[....]% of Compensation
contributed, plus [....]% of
the remaining Compensation
contributed.
The Employer shall not match Combined
Contributions as provided above in excess of
$[....] or in excess of [....]% of the
Participant's Compensation.
The Employer shall not match Combined
Contributions made by the following
class(es) of Employees: [....]
Matching Contributions shall be made each:
(X) Payroll period.
( ) Month.
( ) Quarter.
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( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching
Contributions (and forfeitures, if forfeitures are
reallocated to participants) a Participant:
( ) Must be employed on the last day of the
payroll period.
( ) Must be employed on the last day of the
Month.
( ) Must be employed on the last day of the
Quarter.
( ) Must be employed on the last day of the
Plan Year.
unless the Participant terminates employment
on account of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement
Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( )
[....] Hours of Service (cannot exceed
1,000). Note: Not applicable if elapsed
time method of crediting service is
elected.
6. Qualified Matching Contributions
( ) Not permitted.
(X) Permitted.
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(X) The Employer shall or may (in the event
that the Qualified Matching Contribution
amount is within the discretion of the
Employer) make Qualified Matching
Contributions.
Qualified Matching Contributions will be made on
behalf of:
(X) All Participants who make Elective
Deferrals.
( ) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
The amount of such Qualified Matching Contributions
made on behalf of each Participant shall be (any one
or a combination of the following may be selected):
(X) An amount or percentage fixed by appropriate
action by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess of 6% of
the Participant's Compensation.
7. Qualified Nonelective Contributions
( ) Not permitted.
(X) The Employer shall have the discretion to
contribute Qualified Nonelective Contributions
for any Plan Year in an amount to be determined
each year by the Employer.
Qualified Nonelective Contributions will be made
on behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make Elective
Deferrals.
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( ) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
( ) All Participants who are Non-Highly
Compensated Employees.
( ) All Non-Key Employees.
(X) Each Participant who made Elective Deferrals
during any one quarter of the Plan Year
shall be eligible to share in the allocation
of the Qualified Nonelective Contributions.
Notwithstanding the second paragraph of
Section 4.4(5)(a), Qualified Nonelective
Contributions shall be allocated pro rata
among eligible participants based on the
number of quarters during the Plan Year that
each Participant made Elective Deferrals.
B. Forfeitures (Do not complete if 100% immediate vesting is elected).
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to participants in the manner provided in Sections 4.2
and 4.7(d)(2) of the Plan.
( ) Used to reduce:
( ) any future Employer contributions.
( ) Plan expenses.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under
the Plan whether such contributions are to be limited to Net
Profits of the Employer for the taxable year of the Employer
ending with or within the Plan Year:
( ) Yes (X) No Employer Discretionary Contributions
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( ) Yes (X) No Elective Deferrals
( ) Yes (X) No Qualified Nonelective
Contributions
( ) Yes (X) No Matching Contributions
( ) Yes (X) No Qualified Matching Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's
separation from service, death, or Total and Permanent
Disability, and, in addition:
(X) Termination of the Plan without establishment or
maintenance of a successor plan.
(X) The disposition to an entity that is not an
Affiliated Employer of substantially all of the
assets used by the Employer in a trade or business,
but only if the Employer continues to maintain the
Plan and only with respect to participants who
continue employment with the acquiring corporation.
(X) Upon attainment of the Plan's Normal Retirement Age.
(X) The disposition to an entity that is not an
Affiliated Employer of the Employer's interest in a
subsidiary, but only if the Employer continues to
maintain the Plan and only with respect to
Participants who continue employment with such
subsidiary.
( ) Vested portion of Employer Discretionary
Contributions on account of a Participant's financial
hardship to the extent permitted by Section 4.9 of
the Plan.
( ) Vested portion of Employer Matching Contributions on
account of a Participant's financial hardship to the
extent permitted by Section 4.9 of the Plan.
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B. In addition to A above, Elective Deferrals, Qualified
Nonelective Contributions and Qualified Matching Contributions
(as applicable) and income allocable to such amounts shall be
distributable:
(X) Upon the Participant's attainment of age 59 1/2.
(X) On account of a Participant's financial hardship, to
the extent permitted by Section 4.9 of the Plan
(Elective Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; (X) Matching Contribution
Account; (X) Transfer Account, if any (X) shall; ( ) shall not
be permitted upon the attainment of age 59 1/2. (Permitted
only if the Plan is not integrated with Social Security and a
Participant's Employer Discretionary Contribution Account and
Matching Contribution Accounts are 100% vested at time of
distribution.)
D. Distribution of benefits upon separation of service,
retirement or death of a Participant ( ) shall; (X) shall not
be subject to the Automatic Annuity rules of Section 8.2 of
the Plan.
E. (Complete only if the Plan is not subject to the Automatic
Annuity rules of Section 8.2.) Check the appropriate optional
forms of benefit that shall be available under the Plan (if
left blank, the provisions of Section 8.6(a) of this Plan
shall apply):
[X] Single lump sum payment.
[ ] Installment payments pursuant to Section 8.6
(a) of the Plan.
F. The following optional forms of benefit shall be available in
addition to the optional forms of benefit available under
Section 8.6 of the Plan (Note: If the Plan is not subject to
the Automatic Annuity rules of Section 8.2 and the Participant
is permitted to select an annuity as an optional form of
benefit, then the Automatic Annuity rules of Section 8.2 shall
apply to such participant):
-----------------------------------------------------------
[Note: If the Plan is an amendment and restatement of an
existing Plan, optional forms of benefit protected under
Section 411(d)(6) of the Code
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may not be eliminated, unless permitted by IRS Regulations
Sections 1.401(a)-(4) and 1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [....] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
for vesting purposes is elected).
Note: In the case of Employees in the Maritime Industry, for purposes
of a year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or a
predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before such
date. For this purpose, Service Break rules are rules which
result in the loss of prior vesting or benefit accruals, or
deny an Employee's eligibility to participate by reason of
separation or failure to complete a required period of Service
within a specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
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A. Employer Discretionary Contributions.
(X) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
( ) [....]% (not less than 20%) vested for each year of
Service, beginning with the [....] (not more than the
3rd) year of Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any
one of the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100%
immediately vested.
B. Matching Contributions.
(X) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
( ) [....]% (not less than 20%) vested for each year of
Service, beginning with the [....] (not more than the
3rd) year of Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any
one of the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100%
immediately vested.
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C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
(X) 100% immediately vested after 0 (not to exceed 3)
years of Service.
( ) 20% vested after 2 years of Service, plus [....]%
vested (not less than 20%) for each additional year
of Service until 100% vested.
( ) Other: [....] (Note: must be at least as favorable as
either of the two schedules in this Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; (X) shall not be a permissible investment.
XVII. LOANS
Loans (X) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall
always apply.
(X) The provisions of Article XIII of the Plan shall only
apply in Plan Years after 1983, during which the Plan
is or becomes Top-Heavy.
B. Minimum Allocations
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If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the
Employer, the minimum Top Heavy allocation or benefit required
under Section 416 of the Code shall be provided to such
Non-key Employee under:
( ) this Plan.
( ) the Employer's other qualified defined
contribution plan.
(X) the Employer's qualified defined benefit
plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition
to this Plan, and such plan fails to specify the interest rate
an mortality table to be used for purposes of establishing
present value to compute the Top-Heavy Ratio, then the
following assumptions shall be used:
Interest Rate: 5%
Mortality Table: UP - 1984
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained
another qualified plan in which any Participant in this Plan
is (or was) a Participant or could possibly become a
Participant, the adopting Employer must complete this Section.
The Employer must also complete this Section if it maintains a
welfare benefit fund, as defined in Section 419(e) of the
Code, or an individual medical account, as defined in Section
415(l)(2) of the Code, under which amounts are treated as
Annual Additions with respect to any Participant in the Plan.
(a) If the Participant is covered under another qualified
defined contribution plan maintained by the Employer,
other than a Master or Prototype Plan, Annual
Additions for any Limitation Year shall be limited to
comply with Section 415(c) of the Code:
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( ) in accordance with Sections 6.4(e) - (j) as
though the other plan were a Master or
Prototype Plan.
(X) by freezing or reducing Annual Additions in
the other qualified defined contribution
plan.
( ) other:____________________________________
__________________________________________
(b) If a Participant is or has ever been a Participant in
a qualified defined benefit plan maintained by the
Employer, the "1.0" aggregate limitation of Section
415(e) of the Code shall be satisfied by:
( ) freezing or reducing the rate of benefit
accrual under the qualified defined benefit
plan.
(X) freezing or reducing the Annual Additions
under this Plan (or, if the Employer
maintains more than one qualified defined
contribution plan, as indicated in (a)
above).
( ) other:____________________________________
XX. INVESTMENTS
(X) Participants (X) shall; ( ) shall not be permitted to direct
the investment of their Accounts in the investment options
selected by the Employer or the Committee.
( ) Investment of participant Accounts shall be directed
consistent with rules and procedures established by the
Committee. Such rules shall be applied to all Participants in
a uniform and nondiscriminatory basis.
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not
be permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
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A PARTICIPANT WHO HAS A TRANSFER ACCOUNT IN THIS PLAN THAT ORIGINATED
FROM THE XXXXXXX ELECTRIC CORPORATION EMPLOYEES' STOCK PURCHASE PLAN
MAY (I) WITHDRAW AT ANY TIME ANY PORTION OF SUCH TRANSFER ACCOUNT THAT
CONSISTS OF AFTER-TAX CONTRIBUTIONS; AND (II) WITHDRAW ONCE A YEAR THE
PORTION OF SUCH TRANSFER ACCOUNT THAT CONSISTS OF MATCHING
CONTRIBUTIONS AND EARNINGS EXCLUSIVE OF MATCHING CORPORATIONS THAT WERE
MADE WITHIN THE TWO YEARS IMMEDIATELY PRECEDING THE DATE THE TRANSFER
ACCOUNT WAS ESTABLISHED.
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not
be permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms of
the Plan.
b. It understands that the Sponsor will not furnish legal
or tax advice in connection with the adoption or
operation of the Plan and has consulted legal and tax
counsel to the extent necessary.
c. The failure to properly fill out this Adoption Agreement
may result in disqualification of the Plan.
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IN WITNESS WHEREOF, the Employer and the Trustee have executed this
instrument the ___ day of _____, 19__. If applicable, the
appropriate corporate seal has been affixed and attested to.
XXXXXXX ELECTRIC CORPORATION
----------------------------
Name of Business Entity
--------------------------------
Signature(Sole Proprietors only)
By:
------------------------------------------
Name and Title (Corporations or Partnerships)
ATTEST:
-----------------------------
Secretary (Corporations only)
SEAL:
THE DREYFUS TRUST COMPANY
-------------------------
Name(s) of Trustee(s)
------------------------------
Signature (Individual Trustee)
------------------------------
Signature (Individual Trustee)
By:
-----------------------------------
Name and Title (Corporate Trustee only)
33
