Allied Philadelphia Union
Retirement Savings and
Investment Plan
ADOPTION AGREEMENT 002
USE ONLY WITH BASIC PLAN
DOCUMENT NO. 01
ADOPTION AGREEMENT
XXXXXXX, PROCTER & XXXX REGIONAL PROTOTYPE NON-STANDARD
PROFIT SHARING SECTION 401(k) PLAN
1. THE EMPLOYER (Note: The term "Employer" includes all
Related Employers as defined in Section 2.12
of the Plan)
Name: Tyco Laboratories, Inc. Employer Identification
-----------------------
Number
Address Tyco Park 00-0000000
--------- ------------------------
Xxxxxx, XX 00000 Plan Number 025
------------------------------ -------------
(001 or next available
number)
Nature of Business: Fiscal Year Ends:
Manufacturing 6/30
------------------------------ ------------------------
Type of Employer:
X corporation partnership
----- -----
sole proprietor other
----- -----
2. THE PLAN
A. The Plan or Amendment adopted by this Adoption
Agreement is effective July 1, 1992. (Should
ordinarily be the first day of a Fiscal Year.)
This adoption is (check one):
( ) An original adoption of an entirely new plan.
(X) An amendment to and continuation of a plan originally
effective January 1, 1991 and entitled Allied
--------------- ------
Philadelphia Union Retirement Savings and Investment
----------------------------------------------------
Plan.
----
B. Top-Heavy status (check one):
( ) i. The Plan will always be administered as if it were
top-heavy.
( ) ii. The Employer will determine each year whether or
not the Plan is top-heavy. For purposes of
determining the top-heavy ratio, any benefit
N/A shall be discounted only for mortality and
interest based on the following (complete if you
maintain or ever maintained a defined benefit
plan):
Interest rate %
----
Mortality table .
-----------------------------
Valuation date for purposes of computing the
top-heavy ratio shall be of each
----------------
year.
3. PLAN YEAR, LIMITATION YEAR
The Plan Year shall be the twelve consecutive month period
ending on December 31 of each year. The Limitation Year
for all qualified plans of the Employer shall be the twelve
consecutive month period ending on December 31 of each year.
4. TRUSTEE
The Employer hereby designates the following to act as
Trustee under the Plan: Mellon Bank
5. PERMISSIBLE INVESTMENTS
The Permissible Investments shall include (check any
options you wish to elect):
( ) A. Such stocks, bonds, or other marketable
securities, including certificates of
participation or shares of any regulated mutual
investment company, trust or fund, put and call
2
options, certain hedged covered option positions,
limited partnership interests, private letter
stock, as the Trustee from time to time selects;
provided that the Trustee shall not invest in
securities of an Employer; and that the Trustee
may hold funds of the Trust uninvested if and to
the extent it deems advisable from time to time,
and provided further that the Trustee is
authorized to commingle part or all of the assets
of the Trust in one or more trusts, including
trusts of which the Trustee is trustee, whether
now existing or hereafter created, for the
collective investment of funds held under
employees' pension or profit sharing plans or
trusts which are qualified within the meaning of
and exempt from tax under the revenue laws of the
United States, and permitted by existing or future
rulings of the United States Treasury Department
to pool their respective funds in a group trust,
in which event the instrument pursuant to which
such trust is established shall be deemed to be a
part of the Plan.
( ) B. Such guaranteed income contracts and similar
products, if any, whether issued by an insurance
company or other financial institution, as the
Trustee from time to time selects.
( ) C. Such short-term obligations from time to time
selected by the Trustee, including but not limited
to savings accounts, certificates of deposit,
variable demand notes, short-term commercial
paper, U.S. Treasury bills and notes, other
obligations with short maturities on which
interest income may vary from day to day, and
shares of mutual funds investing principally in
the foregoing.
( ) D. Such shares of one or more mutual funds or
interests in other pooled investment funds as the
Trustee from time to time selects.
(X) E. Other: Such shares of one or more mutual funds
and such guaranteed income contracts and similar
products, if any, whether issued by an insurance
company or other financial institution, as the
Plan Administrator from time to time selects.
3
6. CONTRIBUTIONS AND FORFEITURES
(X) A. Elective Deferrals
------------------
If this paragraph is checked, Elective Deferrals
not in excess of 10% of a Member's Compensation
shall be contributed to the Trust by the Employer
in accordance with a Salary Adjustment Agreement
with the Member.
The minimum Elective Deferrals per Member shall
be $ per week/month.
-------
( ) B. Employee Contributions
----------------------
If this paragraph is checked, a Member may
contribute up to % of his Compensation to
-------
the Trust on a nondeductible basis.
The minimum Employee Contributions per Member
shall be $ per week/month.
-------
( ) C. Matching Contributions
----------------------
If this paragraph is checked, the Employer shall
make Matching Contributions to the Trust on
behalf of all Members who make (check (i) or (ii)
or both)
( ) (i) Elective Deferrals
( ) (ii) Employee Contributions
to the Trust.
The amount of Matching Contribution shall be
(check one or more below)
( ) (a) percent of the Member's
-------
Elective Deferrals.
( ) (b) percent of the Member's
-------
Employee Contributions.
( ) (c) such amount voted or declared
-------
by the Employer each Fiscal Year.
The Employer shall not match the Member's
Elective Deferrals and/or Employee Contributions
in excess of $ , or in excess of
--------- -------
percent of the Member's Compensation.
4
The Matching Contributions
( ) will ( ) will not
be limited to the Employer's Net Profits.
( ) D. Employer Contributions
----------------------
If this paragraph is checked, the Employer shall
make Employer Contributions to the Trust each
Fiscal Year in an amount determined as follows:
( ) (i) the amount voted or declared by the
Employer on account of such Fiscal Year.
( ) (ii) % of each eligible Member's
--
Compensation, plus the amount voted or
declared by the Employer on account of
such Fiscal Year.
( ) If this paragraph is checked, a Member is
eligible to share in the allocation of the
Employer Contribution for any Plan Year if he is
an Employee on the last day of the Plan Year, or
if he died, retired, became disabled during such
Plan Year, or terminated employment during such
Plan Year after being credited with more than 500
Hours of Service.
The Employer Contributions
( ) will ( ) will not
be limited to the Employer's Net Profits.
The Employer Contributions will be allocated to
each eligible Member as follows:
( ) NOT INTEGRATED: The allocation will be made
on a pro rata basis in accordance with each
eligible Member's Compensation.
( ) INTEGRATED: The allocation will be
integrated with Social Security as set forth
in Section 5.05B(b) of the Plan.
5
( ) E. Qualified Non-Elective Contributions
------------------------------------
( ) If this paragraph is checked, in any Plan
Year in which the Plan cannot satisfy either the
ADP or ACP test, the Employer may make Qualified
Non-Elective Contributions to the Trust on behalf
of Non-Highly Compensated Employees in an amount
sufficient to enable the Plan to satisfy such
tests.
( ) F. Forfeitures
-----------
Forfeitures for each Plan Year shall be (check i
or ii)
( ) (i) applied to reduce Matching Contributions
for such Plan Year.
( ) (ii) allocated in the same manner as Employer
Contributions.
( ) G. In any year in which the Plan is or is deemed to
be top-heavy, a minimum contribution in the amount
determined under Section 14.05(a) of the Plan is
required. To avoid inappropriate omissions or
duplication of minimum benefits or contributions
if the Employer maintains more than one plan, the
rules checked or specified below shall apply
(check one)
( ) (i) Minimum contributions shall be
provided in this Plan without
regard to the benefits or
contributions provided to the
Member under the Employer's other
plans (subject to the limitations
of Article XII).
( ) (ii) Any Member who is also covered
under the Employer's other defined
contribution plan and who is
employed on the last day of the
Plan Year shall receive minimum
contributions in the amount
determined under Section 14.05(a)
of the Plan under the Employer's
other defined contribution plan
( ) (iii) Any Member who is also covered
under the Employer's defined
benefit plan and who is employed on
the last day of the Plan Year shall
receive minimum
6
contributions or benefits as
follows:
( ) 1. A minimum contribution under this
Plan in an amount equal to 5% of
the Member's Compensation.
( ) 2. A minimum contribution under this
Plan in an amount equal to 7.5% of
the Member's Compensation.
( ) 3. A minimum benefit under the
Employer's defined benefit plan
equal to the product of (a) the
Member's average Compensation for
the period of consecutive years
(not exceeding five) when the
Member had the highest aggregate
Compensation from the Employer and
(b) the lesser of 2% per year of
service with the Employer or 20%.
( ) 4. A minimum benefit under the
Employer's defined benefit plan
equal to the product of (a) the
Member's average Compensation for
the period of consecutive years
(not exceeding five) when the
Member had the highest aggregate
Compensation from the Employer and
(b) the lesser of 3% per year of
service with the Employer or 30%.
Note: The total employer contributions (Elective Deferrals,
Matching Contributions, Employer Contributions and
Qualified Non-elective Contributions) to the Trust
each Fiscal Year may generally not exceed 15% of
aggregate Members' compensation. The Annual
Additions to a Member's accounts in any Limitation
Year cannot exceed the lesser of $30,000 or 25% of
the Member's Compensation.
7
7. CLAIM FOR EXCESS ELECTIVE DEFERRALS
Members who claim Excess Elective Deferrals pursuant to
Section 6.02 of the Plan for the preceding calendar year
must submit their claims in writing to the Plan
Administrator by March 1.
Note: Excess Elective Deferrals distributed after April 15
are not only includable in the Member's gross income
for the year made, but are also includable in income
again in the year distributed.
8. COMPENSATION
Compensation shall mean all of each Member's
(X) W-2 earnings
( ) Compensation (as that term is defined in Section
12.05(c))
which is actually paid to the Member during
(X) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
( ) the Limitation Year ending with or within the Plan
Year.
Compensation
(X) shall include ( ) shall not include
any amount which is contributed by the Employer pursuant to
a salary reduction agreement and which is not includible in
the gross income of the Employee under Section 125,
402(a)(8), 402(h) or 403(b) of the Code.
Compensation
( ) shall include (X) shall not include
any amount paid before the Member becomes eligible to
participate in the Plan.
For an Self-Employed Individual covered under the Plan,
Compensation means Earned Income.
8
9. MEMBERSHIP/NORMAL RETIREMENT AGE
A. Each Employee will be eligible to become a Member in
this plan in accordance with Article III, except the
following (check any options you wish to elect):
( ) i. Employees who have not attained the age of
(cannot exceed 21).
------
(X) ii. Employees hired after January 1, 1991 who
have not completed 1 Year of Eligibility
Service.
( ) iii. Employees who have not been employed for at
least 6 months.
( ) iv. Employees covered by a collective bargaining
agreement which does not include this Plan,
if retirement benefits were the subject of
good faith bargaining.
( ) v. Employees employed in the following classes
shall be excluded from eligibility:
--------
( ) hourly-paid employees.
( ) salaried employees.
( ) commissioned employees.
(X) all employees other than employees
covered by a collective bargaining
agreement which includes this Plan
(Members of Local 7737 United Steel-
workers).
( ) employees of Related Employers,
except that employees of the
following Related Employers shall be
eligible
--------------------------
.
-----------------------------------
( ) leased employees.
( ) all employees other than
----------
.
-----------------------------------
Note: The term "Employee" includes any employee of the
employer maintaining the plan or of any other
employer required to be aggregated under Section
414(b), (c), (m) or (o) of the Code. Any individual
who is a "leased employee" of any such employer (see
Section 2.11 of the Plan) shall also be considered an
Employee.
9
B. Entry Date is generally defined as the first day of
the Plan Year and the first day of the seventh month
of the Plan Year. Check one of the following options
if you prefer an alternate definition.
(X) If this paragraph is checked, Entry Date shall
mean the first day of the Plan Year, and the
first day of the fourth, seventh and tenth
month of the Plan Year.
( ) If this paragraph is checked, Entry Date shall
mean the first day of each payroll period.
C. Normal Retirement Age under the Plan shall be
(check one):
(X) Age 65
( ) Age 62
( ) Other .
-------
10. VESTING FORMULA
A. The Vesting Formula applicable to Plan Years in which
the Plan is or is deemed to be top-heavy shall be:
(check one)
( ) i. 100% vesting immediately upon participation.
( ) ii. 100% vesting after (not to exceed 3) Years
----
of Vesting Service.
( ) iii. 0% (zero or higher) vesting after 1 Year of
Vesting Service.
20% (20 or higher) vesting after 2 Years of
Vesting Service.
40% (40 or higher) vesting after 3 Years of
Vesting Service.
60% (60 or higher) vesting after 4 Years of
Vesting Service.
100% vesting after 5 Years of Vesting Service.
10
B. (Complete this Paragraph only if you checked
Paragraph 2(B)(ii).) The Vesting Formula applicable
to Plan Years in which the Plan is not top-heavy
shall be: (check one)
( ) i. % (zero or higher) vesting after 1 Year of
---
Vesting Service.
% (zero or higher) vesting after 2 Years of
---
Vesting Service.
% (20 or higher) vesting after 3 Years of
---
Vesting Service.
% (40 or higher) vesting after 4 Years of
---
Vesting Service.
% (60 or higher) vesting after 5 Years of
---
Vesting Service
% (80 or higher) vesting after 6 Years of
Vesting Service
100% vesting after 7 Years of Vesting Service.
( ) ii. 100% after 5 (not to exceed 5) Years of Vesting
Service.
11. SERVICE
A. Hours of Service shall be determined for all
Employees on the basis of actual hours for which an
Employee is paid or entitled to payment, unless the
following alternative is selected (check if you do
not wish to maintain detailed records of hours paid):
( ) On the basis of weeks worked. An Employee shall
be credited with forty-five (45) hours if under
Section 2.16 of the Plan such Employee would be
credited with at least one Hour of Service during
the week.
( ) On the basis of months worked. An Employee shall
be credited with one hundred-ninety (190) hours
if under Section 2.16 of the Plan such Employee
would be credited with at least one Hour of
Service during the month.
11
B. The minimum number of Hours of Service required for a
"Year of Eligibility Service" shall be 1000.
C. Service for the following Predecessor Employer(s)
shall be treated as service for the Employer:
-----
.
----------------------------------------------------
D. All of an Employee's Years of Vesting Service with the
Employer are counted to determine the vested
percentage in the Employee's Employer Account and
Matching Account except: (check if you wish to elect
this option)
( ) Years of Vesting Service before the Employer
maintained this plan or a predecessor plan.
( ) Years of Vesting Service completed before the
Employee attained age 18.
E. The computation period for determining an Employee's
Years of Vesting Service is the Plan Year unless the
following is checked (check if you wish to elect this
option):
( ) For purposes of determining an Employee's Years
of Vesting Service, the computation periods shall
be the Employee's employment years. An
employment year for an Employee is a twelve
consecutive month period beginning on his
employment commencement date. His employment
commencement date is the date on which he first
performed an Hour of Service.
12. INVESTMENT AND WITHDRAWALS: (check any options you wish to
elect)
(X) A. If this paragraph is checked, Members may elect
the investment of their Accounts pursuant to
Section 5.08B of the Plan.
(X) B. If this paragraph is checked, Members may make
the following withdrawals pursuant to Section
7.06(b) of the Plan (check the options you wish
to elect):
12
( ) Withdrawals will be permitted from the
Member's Employee Account and/or
----------
Rollover Account pursuant to
------------
Section 7.06(b)(i) of the Plan.
( ) Withdrawals will be permitted from the
Member's Employer Account and/or
----------
Matching Account pursuant to
--------------
Section 7.06(b)(ii) of the Plan; provided
( ) i. the Member has participated in the
Plan for at least sixty (60)
months; or
( ) ii. the Member has attained age
--
[fill in an age no less than
59-1/2].
( )iii. the Member experiences a
"Financial Hardship" as defined in
Section 7.06(b) of the Plan.
Note: Fully vested Employer Contributions and Matching
Contributions will not be considered Qualified
Non-Elective Contributions and Qualified Matching
Contributions, respectively, if the Employer elects
the above withdrawal provision, and such contributions
cannot be used to help the Plan satisfy the ADP or
ACP test.
(X) Withdrawals will be permitted from the
Member's Elective Deferral Account for
purposes of a "Financial Hardship" pursuant
to Section 7.06(b)(iii) of the Plan.
( ) C. If this paragraph is checked, the Trustee shall
invest a portion of the Employer contribution in
Insurance Policies. The percentage of the
Employer contribution allocable to each insurable
Member's Employer Account and Matching Account to
be so invested shall be (complete i, ii or iii):
( ) i. % (not to exceed 25%) in a term life
---
insurance policy.
( ) ii. % (not to exceed 49%) in an ordinary life
---
insurance policy.
( ) iii. (1) % in a term life insurance policy
---
and
13
(2) % in an ordinary life insurance
----
policy.
The percentage in (1) plus one-half of the
percentage in (2) shall not exceed 25%.
If Paragraph 12(A) has been checked, the
percentage specified above shall constitute
the maximum percentage of the Employer
Contribution and Matching Contribution
which each Member may elect to have applied
to the purchase of Insurance Policies.
( ) D. If this paragraph is checked, loans are permitted
under Section 7.10 of the Plan.
Note: Loans may not be made to Owner-Employees of an
---
unincorporated Employer or shareholder-employees of an
Employer which is an S Corporation.
13. FORMS OF DISTRIBUTION
Each Member may choose to have the distribution of his
Accounts made under Section 7.07 of the Plan in accordance with
one of the following options (check any options you wish to
offer under the Plan):
(X) A. One lump sum payment in cash or in kind or part in
cash and part in kind.
( ) B. Payments in cash or in kind in annual, quarterly
or monthly installments over a period not
exceeding one of the following periods selected by
the Member:
(i) the life expectancy of the Member;
(ii) the joint life and last survivor expectancy
of the Member and a Designated Beneficiary.
( ) C. Payments in cash or in kind in annual, quarterly
or monthly installments over a period up to 15
years as selected by the Member.
( ) D. Purchase of an immediate nontransferable annuity
which meets the requirements of Section 401(a)(9)
of the Code and the regulations promulgated
thereunder.
14
14. TIMING OF DISTRIBUTIONS
The distribution of the Member's Accounts whose employment
terminates for reasons other than retirement, disability or
death and whose Accounts exceed $3,500 (insert $3,500 or
more) will commence within a reasonable time after the end
of the Plan Year in which the following occurs (check one):
(X) A. The Member's termination of employment.
( ) B. The date the Member attains (or would have
attained) Normal Retirement Age.
( ) C. years from the Member's termination of
----
employment.
15. LIMITATION ON CONTRIBUTIONS
If the Employer maintains or ever maintained another
qualified plan in which any Member of this Plan is (or was)
a participant or could possibly become a participant,
complete this section.
A. If the Member is covered under another qualified
defined contribution plan maintained by the Employer,
other than a regional prototype (check i or ii):
(X) i. The provisions of Section 12.02 will apply
as if the other plan were a regional
prototype plan.
( ) ii. (Provide the method under which the plans
will limit Annual Additions to the Maximum
Permissible Amount, and will properly
reduce any Excess Amounts, in a manner that
precludes Employer discretion)
------------
.
-------------------------------------------
B. If the Member is or has ever been a participant in a
defined benefit plan maintained by the Employer
(provide the method under which the plans will
satisfy Section 415(e) of the Code):
---------------
----------------------------------------------------
15
16. ADOPTION BY EMPLOYER:
The employer named in Paragraph 1 (the "Employer") hereby
adopts the Allied Philadelphia Union Retirement Savings and
Investment Plan consisting of this Adoption Agreement and
the Xxxxxxx, Procter & Xxxx Regional Prototype Defined
Contribution Basic Plan Document.
It is understood that the Employer assumes full
responsibility for the legal and tax aspects of its adoption of
this Plan. Failure by the Employer to complete this Adoption
Agreement properly may result in disqualification of the
Plan.
TYCO LABORATORIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
----------------------------
Authorized Signature
Date: August 14, 1992
--------------------------
The Employer may not rely on the opinion letter obtained by
Xxxxxxx, Procter & Xxxx from the Internal Revenue Service as
evidence that the Plan is qualified under Section 401 of the
Internal Revenue Code. In order to obtain reliance with
respect to plan qualification, the Employer must apply to the
appropriate key district office of the Internal Revenue Service
for a determination letter.
If the Employer has any questions regarding plan
provisions, the procedure for adoption of this regional
prototype plan, and the effect of the notification letter,
please contact a member of the ERISA Department of Xxxxxxx,
Procter & Xxxx at Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000,
or by calling (000) 000-0000.
Xxxxxxx, Procter & Xxxx will inform the Employer of any
amendments made to the prototype plan or of the discontinuance
or abandonment of the prototype plan.
ZP-3695/T
6/24/92
16
