ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE MONEY PURCHASE PLAN AND TRUST
PLAN NUMBER 01001
IRS SERIAL NUMBER D262551a
The Employer named in Section I.A. below hereby establishes or restates a Money
Purchase 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: [....]
Address: [....]
B. Employer is a ( ) corporation; ( ) S corporation;
( ) partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number:
D. Employer's fiscal year: [....]
E. Plan Name:
F. If this is a new Plan, the Effective Date of the Plan:
If this is an amendment and restatement of an existing Plan, enter
the date originally adopted [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. Anniversary Date:
I. Plan Year shall mean the 12-consecutive-month period commencing on
[....] and ending on [....].
J. Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [Note: Such Service must
be provided if the adopting Employer maintains the plan of the
predecessor employer].
K. The following employer(s) associated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall
be Participating Employers in the Plan:
L. Are all employers associated with the Employer under Section 414(b),
(c), (m) or (o) of the Code participating in the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) 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
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:
( ) 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.
( ) Employees who are nonresident aliens and who receive no earned income
from the Employer which constitutes income from sources within the
United States.
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under
Section 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.
If the Employer adopts Sponsor's paired defined contribution plan
number 01003, 01004 or 01006 or paired defined benefit plan number
02001 in addition to this Plan, the definition of "Eligible Employee"
in all paired plans of the Employer must be identical in order for
the Employer to be able to designate in Section XV one of the paired
plans to provide the required minimum allocation to each Non-Key
Employee in the event the Plan becomes Top-Heavy. If the definition
of "Eligible Employee" in all paired plans of the Employer is not
identical, Section 13.1 through 13.4 shall apply in the event the
Plan becomes Top-Heavy.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and service
requirements:
( ) No age or service requirement.
( ) The attainment of age [....] (not to exceed age 21).
( ) The completion of [....] (not to exceed 1, unless 100% immediate
vesting is elected, in which case may not exceed 2) Eligibility Years
of Service.
Note: If the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any specified
number of Hours of Service to receive credit for such fractional
year.
V. ENTRY DATE
The Entry Date shall mean:
( ) 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. (1-1/2 Eligibility
Years of Service for Employer Discretionary Contributions if 100%
immediate vesting is elected).]
( ) 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.
( ) Monthly Entry. The first day of the Plan Year and the first day of
each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under Section 415
of the Code, Compensation shall mean all of each Participant's:
( ) 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 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 non-
accountable 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 to the Participant during the following applicable
period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) 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 ( ) 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.
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:
( ) 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 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 non
-accountable 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.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) 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.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (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.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER CONTRIBUTIONS
A. Employer Contribution
[....]% of the aggregate Compensation of Active Participants for the
Plan Year (not to exceed 25%).
Employer Contributions ( ) shall; ( ) shall not be integrated with
Social Security.
The Permitted Disparity Percentage shall be [....]%.
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 Contribution 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 portion 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
B. Forfeitures (Do not complete if 100% immediate vesting is elected).
Forfeitures of Employer Contributions shall be:
( ) Used to reduce future Employer contributions.
( ) Allocated to the Regular Accounts of Participants eligible to
receive Employer Contributions in accordance with Section 3.3
of the Plan.
XI. 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.
XII. 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 schedule:
A. Employer Contributions.
( ) 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.
( ) The Top Heavy Minimum Vesting Schedule selected in B., below.
( ) Other: [....] (Must be at least as favorable as any one of the
above 4 options).
B. 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.
( ) 100% immediately vested after [....] (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.
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.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XIV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XV. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always apply.
( ) 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 Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01003, 01004 or 01006 in addition to this Plan and the
definition of "Eligible Employee" on all paired plans is identical,
then the minimum allocation required by Section 13.3 will be provided
( ) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan (or
another paired defined contribution plan) who are covered under the
paired defined benefit plan shall receive the minimum Top Heavy
benefit under the paired defined benefit plan and shall receive no
minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than
a paired plan of the Sponsor, 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.
( ) the Employer's qualified defined benefit plan.
( ) other: ---------------------------------------
-----------------------------------------------
.
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 and 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 [....]% Mortality Table [....]
XVI. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01003,
01004, or 01006 or the Sponsor's paired defined benefit plan number
02001), 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. (If the Employer maintains only
paired plans of the Sponsor this Section should not be completed.)
(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:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) by freezing or reducing Annual Additions in the other qualified
defined contribution plan.
( ) other:----------------------------------------------------------
----------------------------------------------------------------
(b) If a Participant is or has ever been 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.
( ) 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:--------------------------------------------------------
--------------------------------------------------------------
XVII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XVIII. 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.
XIX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Internal Revenue Code, which provides
post-retirement medical benefits allocated to separate accounts for Key
Employees, as defined in Section 419A(d)(3) of the Code, or an individual
medical account, as defined in Section 415(l)(2) of the Code) in addition
to this Plan (other than the Sponsor's paired defined contribution plan
number 01003, 01004, 01005, or 01006 or the Sponsor's paired defined
benefit plan number 02001) may not rely on the opinion letter issued by
the National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If an Employer who
adopts or maintains multiple plans wishes to obtain reliance that his or
her plans are qualified, application for a determination letter should be
made to the appropriate key district office of the Internal Revenue
Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code,
as amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective with respect to this Plan); or (b) are made effective no later
than the first day on which the Employer is no longer entitled, under
regulations, to rely on a reasonable, good faith interpretation of these
requirements, and the prior provisions of the Plan constitute such a
interpretation.
XX. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The Sponsor,
The Dreyfus Corporation, is available to answer questions regarding the
intended meaning of any Plan provisions, adoption of he Plan and the
effect of an Opinion Letter, at 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx,
Xxx Xxxx 00000-0000 [(000) 000-0000].
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.
-----------------------
Name of Business Entity
---------------------------------
Signature (Sole Proprietors only)
By: --------------------------------------
------------
Name and Title
(Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:______________________________________
Name and Title (Corporate Trustee only)
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: [....]
Address: [....]
B. Employer is a ( ) corporation; ( ) S Corporation;
( ) partnership; ( ) sole proprietor;
( ) other: [....]
C. Employer's Tax ID Number:
D. Employer's fiscal year:
E. Plan Name:
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 [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) 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 [....] and ending on [....].
I. Service with the following predecessor employer(s):
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 ( ) 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:
( ) 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 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:
( ) 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 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:
( ) 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.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
( ) Employees included in the following classification(s):
( ) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code:
( ) 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: ( ) No age requirement.
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- The
completion of [....] (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.
( ) For all other contributions -- The completion of [....]
(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.
( ) 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.
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.
( ) 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:
( ) 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 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 to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) 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 ( ) 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
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
( ) [....]
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:
( ) 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 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
Limitation Year shall mean the twelve (12) consecutive-month period:
( ) 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:
( ) Age [....] (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:
( ) 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
( ) Not permitted.
( ) 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; ( ) 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 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.
( ) 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.
2. Elective Deferrals
( ) Not permitted.
( ) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
( ) 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 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.
A Participant may elect to commence Elective Deferrals the
next pay period following: [....] (enter date or period -- at
least once each calendar year).
A Participant may modify the amount of Elective Deferrals 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.
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. (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.
( ) Permitted.
Participants shall be permitted to make Thrift
Contributions from [....]% (not less than 1) to [....]%
(not more than 10) of their total aggregate
Compensation.
A Participant may elect to commence Thrift Contributions
the next pay period following [....] (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 [....] (enter
date or period -- at least once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
( ) 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.
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.
( ) 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):
( ) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made on behalf of:
( ) All Participants who make such
contribution(s).
( ) All Participants who are Non-Highly
Compensated Employees who make such
contribution(s).
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) -
( ) 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
[....]% 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 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:
( ) Payroll period.
( ) Month.
( ) Quarter.
( ) 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.
( ) Permitted.
( ) 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:
( ) 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):
( ) 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 [....]% of the
Participant's Compensation.
7. Qualified Nonelective Contributions
( ) Not permitted.
( ) 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.
( ) 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.
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 ( ) No Employer Discretionary Contributions
( ) Yes ( ) No Elective Deferrals
( ) Yes ( ) No Qualified Nonelective Contributions
( ) Yes ( ) No Matching Contributions
( ) Yes ( ) 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:
( ) Termination of the Plan without establishment or maintenance
of a successor plan.
( ) 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.
( ) Upon attainment of the Plan's Normal Retirement Age.
( ) 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.
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:
( ) Upon the Participant's attainment of age 59-1/2.
( ) 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; ( ) Matching Contribution
Account; ( ) Transfer Account, if any ( ) 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; ( ) 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):
[ ] 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 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:
A. Employer Discretionary Contributions.
( ) 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.
( ) 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.
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.
( ) 100% immediately vested after [....] (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; ( ) shall not be a permissible investment.
XVII. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always
apply.
( ) 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
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.
( ) 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: [....]%
Mortality Table: [....]
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:
( ) in accordance with Sections 6.4(e) - (j) as though the
other plan were a Master or Prototype Plan.
( ) 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.
( ) 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
( ) Participants ( ) 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 ( ) shall; ( ) shall not
be permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan ( ) 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.
XXIV. RELIANCE ON PLAN QUALIFICATION
The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the 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.
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document
No. 01, and the Dreyfus Trust Agreement both as amended from time to
time. In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation, is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter at 000 Xxxxx
Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 [(000) 000-0000].
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.
_______________________
Name of Business Entity
_______________________________
Signature(Sole Proprietors only)
By:_________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
____________________
Name(s) of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:_________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01003
IRS SERIAL NUMBER D262553a
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: [....]
Address: [....]
B. The Employer is a ( ) corporation; ( ) S Corporation; ( )
partnership;
( ) sole proprietor; ( ) other: [.....]
C. Employer's Tax ID Number:
D. Employer's fiscal year:
E. Plan Name:
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 [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) 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 [....] and ending on [....].
I. Service with the following predecessor employer(s) shall be
credited for purposes of vesting and eligibility: [Note: Such
Service must be provided 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 the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) 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 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:
( ) 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.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
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.
If the Employer adopts Sponsor's paired defined contribution plan
number 01001, 01004, 01005 or 01006 or paired defined benefit plan
number 02001 in addition to this Plan, the definition of "Eligible
Employee" in all paired plans of the Employer must be identical in
order for the Employer to be able to designate in Section XV one
of the paired plans to provide the required minimum allocation to
each Non-Key Employee in the event the Plan becomes Top-Heavy. If
the definition of "Eligible Employee" in all paired plans of the
Employer is not identical, Section 13.1 through 13.4 shall apply
in the event the Plan becomes Top-Heavy.
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: ( ) No age requirement.
( ) The attainment of age [....] (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- the
completion of [....] (not to exceed 1 unless 100%
immediate vesting is elected, in which case, may not
exceed 2) Eligibility Years of Service. [Note: If more
than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested. If the
Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any
specified number of Hours of Service to receive credit
for such fractional year.]
( ) For all other contributions -- the completion of [....]
(not to exceed 1) Eligibility Year of Service.
V. 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.
( ) Monthly Entry. The first day of the Plan Year and the first day
of each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under Section
415 of the Code, Compensation shall mean all of each
Participant's:
( ) 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 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 to the Participant during the following
applicable period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
( ) 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 ( ) 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.
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:
( ) 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 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.
VII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
( ) 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.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (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.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
( ) Not permitted.
( ) Permitted.
( ) An amount fixed by appropriate action of the
Employer.
( ) [....]% of Compensation of Participants for the
Plan Year (not to exceed 15%).
Employer Discretionary Contributions ( ) shall; ( ) 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 portion of the Old Age,
Survivors and Disability Insurance
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
2. Elective Deferrals
( ) Not permitted.
( ) Permitted.
A Participant may elect to have his or her Compensation
reduced by:
( ) 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 in excess of $[....] of Compensation
[cannot exceed the dollar limitation of Section
402(g) of the Code for the calendar year].
A Participant may elect to commence Elective Deferrals the
next pay period following: [....] (enter date or period -- at
least once each calendar year).
A Participant may modify the amount of Elective Deferrals 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.
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).
3. Matching Contributions
( ) Not permitted.
( ) 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 on behalf of:
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly
Compensated Employees and who make Elective
Deferrals.
The amount of such Matching Contributions made on behalf of
each such Participant shall be (any one or a combination of
the following may be selected):
( ) An amount or percentage of Elective Deferrals fixed
by appropriate action of the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as provided
above in excess of $[....] or in excess of [....]% of the
Participant's Compensation.
Matching Contributions shall be made during each:
( ) Payroll period.
( ) Month.
( ) Quarter.
( ) Plan Year.
4. Qualified Nonelective Contributions
( ) Not permitted.
( ) 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.
( ) Shall be made in an amount equal to [....]% of each
Participant eligible to receive Qualified Nonelective
Contributions.
Qualified Nonelective Contributions will be made on behalf
of:
( ) All Participants who make Elective Deferrals.
( ) All Participants who are Non-Highly Compensated
Employees and who make 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) of the Plan.
( ) Used to reduce future Employer contributions.
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 ( ) No Employer Discretionary Contributions
( ) Yes ( ) No Elective Deferrals
( ) Yes ( ) No Qualified Nonelective Contributions
( ) Yes ( ) No Matching Contributions
XI. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's separation
from service, death, or Total and Permanent Disability, as defined
in the Plan, and, in addition:
( ) Termination of the Plan without establishment or maintenance
of a successor plan.
( ) 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.
( ) 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.
( ) Upon attainment of the Plan's Normal Retirement Age.
B. In Addition to A above, Elective Deferrals and Qualified
Nonelective Contributions (as applicable) and income allocable to
such amounts shall be distributable:
( ) Upon the Participant's attainment of age 59-1/2.
( ) 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; ( ) Matching Contribution
Account; ( ) Transfer Account, if any ( ) shall; ( ) shall not be
permitted upon the attainment of age 59-1/2. (Permitted only if 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 retirement or death of a Participant
( ) shall; ( ) shall not be subject to the Automatic Annuity
rules of Sections 8.2 of the Plan.
XII. 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 and
Employee's eligibility to participate by reason of separation or
failure to complete a required period of Service within a
specified period of time.
XIII. 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:
A. Employer Discretionary Contributions.
( ) 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).
B. Matching Contributions.
( ) 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).
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.
( ) 100% immediately vested after [....] (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.
XIV. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XVI. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always
apply.
( ) 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 Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01004 or 01005 in addition to this Plan, then
the minimum allocation required by Section 13.3 will be provided (
) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan
(or another paired defined contribution plan) who are covered
under the paired defined benefit plan shall receive the top-heavy
minimum benefit under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, 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.
( ) the Employer's qualified defined benefit plan.
( ) other: _______________________________________.
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 and
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 [....]% Mortality Table [....]
XVII. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number
01001, 01004, 01005, or 01006 or the Sponsor's paired defined benefit
plan number 02001), 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. (If the Employer maintains only paired plans of the Sponsor this
Section should not be completed.)
(a) If a 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:
( ) in accordance with Section 6.4 (e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) 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.
( ) 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: _______________________________________________.
XVIII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XIX. 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.
XX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Code which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in Section 419A(d)(3) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code) in addition to this Plan
(other than the Sponsor's paired defined contribution plan number
01001, 01004, or 01005, or the Sponsor's paired defined benefit plan
number 02001), may not rely on the opinion letter issued by the
National Office of the Service as evidence that this Plan is qualified
under Section 401 of the Code. If an Employer who adopts or maintains
multiple plans wishes to obtain reliance that his or her plans are
qualified, application for a determination letter should be made to the
appropriate key district office of the Internal Revenue Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan,
as herein adopted or amended, that pertain to the requirements of
Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of
the Code, as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the first Plan
Year beginning after December 31, 1988 (or such later date on which
these requirements first become effective with respect to this Plan);
or (b) are made effective no later than the first day on which the
Employer is no longer entitled, under regulations, to rely on a
reasonable, good faith interpretation of these requirements, and the
prior provisions of the Plan constitute such an interpretation.
XXI. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Trust Agreement both as amended from time to time.
In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter, at 000 Xxxxx
Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 [(000) 000-0000].
IN WITNESS WHEREOF, the Employer and the Trustee executed this instrument
the ____day of __________, 19__. If applicable, the appropriate corporate
seal has been affixed and attested to.
_______________________
Name of Business Entity
_________________________________
Signature (Sole Proprietors only)
By: ____________________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
_____________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By: _______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE TARGET BENEFIT PLAN AND TRUST
PLAN NUMBER 01004
IRS SERIAL NUMBER D262554a
The Employer named in Section I.A. below hereby establishes or restates a
Target Benefit 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: [....]
Address: [....]
B. The Employer is a ( ) corporation; ( ) S Corporation; ( )
partnership; ( ) Sole Proprietor; ( ) Other: [....]
C. Employer's Tax ID Number: [....]
D. Employer's fiscal year: [....]
E. Plan Name: [....]
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 [....]. The effective date of this
amended Plan is [....].
G. The Trustee shall be:
( ) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address)[....]
(Address)[....]
(Phone #)[....]
H. Anniversary Date: [....]
I. Plan Year shall mean the 12-consecutive-month period commencing on
______ /________and ending on ______/_______.
J.Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [....]
Note: Such Service must be provided if the adopting Employer
maintains the plan of the predecessor employer.
K. The following employer(s) aggregated with the Employer under
Section 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Employers in the Plan: [....]
L. Are all employers associated with the Employer under Section
414(b), (c), (m) or (o) of the Code participating in the Plan?
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) 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 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:
( ) 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 and if two percent or less of the Employees of
the Employer who are covered pursuant to that agreement are
professionals as defined in Section 1.410(b)-9 of the Income Tax
Regulations. 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.
( ) Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States.
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer
under Section 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.
If the Employer adopts Sponsor's paired defined contribution plan
number 01001, 01003, 01005 or 01006 or paired defined benefit plan
number 02001 in addition to this Plan, the definition of "Eligible
Employee" in all paired plans of the Employer must be identical in
order for the Employer to be able to designate in Section XV one
of the paired plans to provide the required minimum allocation to
each Non-Key Employee in the event the Plan becomes Top-Heavy. If
the definition of "Eligible Employee" in all paired plans of the
Employer is not identical, Section 13.1 through 13.4 shall apply
in the event the Plan becomes Top-Heavy.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and
service requirements:
( ) No age or service requirement.
( ) The attainment of age [....] (not to exceed age 21).
( ) The completion of [....] (not to exceed 1, unless 100% immediate
vesting is elected, in which case, may not exceed 2) Eligibility
Years of Service. [Note: If more than 1 Eligibility Year of
Service is required, Participants must be 100% immediately vested.
If the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any specified
number of Hours of Service to receive credit for such fractional
year.
V. ENTRY DATE
The Entry Date shall mean:
( ) 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. (1-1/2 Eligibility Years
of Service for Employer Discretionary Contributions if 100% immediate
vesting is elected.)
( ) 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.
( ) Monthly Entry. The first day of the Plan Year and the first day
of each following month of the Plan Year.
VI. COMPENSATION
Compensation shall mean all of each Participant's:
( ) 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 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 to the Participant during
( ) 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 ( ) 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.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) 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.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [....] (not to exceed 65).
( ) The later of:
( ) (i) age [....] (not to exceed 65), or
( ) (ii)the [....] (not to exceed 5th) anniversary of the
participation commencement date. If, for Plan Years
beginning before January 1, 1988, normal retirement age was
determined with reference to the anniversary of the
participation commencement date (more than 5 but not to
exceed 10 years), the anniversary date for Participants who
first commenced participation under the Plan before the first
Plan Year beginning on or after January 1, 1988, shall be the
earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the plan (or such
anniversary as had been elected by the Employer, if less than
10) or (B) the fifth anniversary of the first Plan Year
beginning on or after January 1, 1988. The participation
commencement date is the first day of the first Plan Year in
which the Participant commenced participation in the Plan.
IX. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
( ) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
X. EMPLOYER CONTRIBUTIONS
A. Employer Contributions
For each Plan Year the Employer will contribute for each
Participant who either completes more than 500 Hours of Service
(if the Plan utilizes the elapsed time method in lieu of counting
Hours of Service, the completion of either 91 consecutive calendar
days or 3 consecutive calendar months may be substituted for 500
Hours of Service) during the Plan Year or is employed on the last
day of the Plan Year the annual Employer contribution calculated
below. The annual Employer contribution necessary to fund the
Stated Benefit with respect to a Participant will be determined
each year as follows:
Step 1: If the Participant has not yet reached Normal Retirement
Age, calculate the present value of the Stated Benefit by
multiplying the Stated Benefit by the factor that is the product
of: i) the applicable factor in Table I (if attained (current) age
is less than 65) or Table IA (if attained age is greater than or
equal to 65), multiplied by (ii) the applicable factor in Table
III. If the Participant is at or beyond Normal Retirement Age,
calculate the present value of the Stated Benefit by multiplying the Stated
Benefit by the factor in Table IV corresponding to that Normal Retirement
Age.
Step 2: Calculate the excess, if any, of the amount determined in
Step 1 over the Theoretical Reserve (see below).
Step 3: Amortize the result in Step 2 by multiplying it by the
applicable factor from Table II. For the Plan Year in which the
Participant attains Normal Retirement Age and for any subsequent
Plan Year, the applicable fact is 1.0.
For purposes of this Section, the Theoretical Reserve is
determined according to (i) and (ii) below:
(i) Initial Theoretical Reserve. A Participant's
Theoretical Reserve as of the last day of the
Participant's first year of projected participation
(year 1) is zero. However, if this Plan is a prior safe
harbor plan with a stated benefit formula that takes
into account Plan Years prior to the first Plan Year
this Plan satisfies the safe harbor in Regulations
Section 1.401(a)(4)-8(b)(3)(C), the initial Theoretical
Reserve is determined as follows:
(A) Calculate as of the last day of the Plan Year
immediately preceding year 1 the present value of the
Stated Benefit, using the actuarial assumptions, the
provisions of the Plan, and the Participant's
Compensation as of such date. For a Participant who is
beyond Normal Retirement Age during year 1, the Stated
Benefit will be determined using the actuarial
assumptions, the provisions of the Plan, and the
Participant's Compensation as of such date, except that
the straight life annuity factor used in that
determination will be the factor applicable for the
Participant's Normal Retirement Age.
(B) Calculate as of the last day of the Plan Year
immediately preceding year 1 the present value of future
Employer contributions, i.e., the contributions due each
Plan Year using the actuarial assumptions, the
provisions of the Plan (disregarding those provisions of
the Plan providing for the limitations of Section 415 of
the Code or the minimum contributions under Section 416
of the Code), and the Participant's Compensation as of
such date, beginning with year 1 through the end of the
Plan Year in which the Participant attains Normal
Retirement Age.
(C) Subtract the amount determined in (B) from the
amount determined in (A).
(ii)Accumulate the initial Theoretical Reserve determined in
(i) and the Employer contribution (as limited by Section
415 of the Code, but without regard to any required
minimum contributions under Section 416 for each Plan
Year beginning in year 1 up through the last day of the
current Plan Year (excluding contributions(s) (if any)
for the current Plan Year) using the Plan's interest
assumption in effect for each such year. In any Plan
Year following the Plan Year in which the Participant
attains Normal Retirement Age, the accumulation is
calculated assuming an interest rate of 0%.
For purposes of determining the level of annual Employer
contribution necessary to fund the Stated Benefit, the
calculations in (i) and (ii) above will be made as of the last day
of each Plan Year, on the basis of the Participant's age on the
Participant's last birthday, using the interest rate in effect on
the last day of the prior Plan Year.
For purposes of determining the annual Employer contribution
necessary to fund the Stated Benefit, the interest rate will be:
( ) 7.50%
( ) 8.00%
( ) 8.50%
TABLE I: Present value factors (See * below)
_______ _____________
Number of years Interest Rate
________________ _____________
from attained age
to age 65* 7.50% 8.00% 8.50%
__________ _____ ______ _____
1 7.868 7.589 7.326
2 7.319 7.027 6.752
3 6.808 6.506 6.223
4 6.333 6.024 5.736
5 5.891 5.578 5.286
6 5.480 5.165 4.872
7 5.098 4.782 4.491
8 4.742 4.428 4.139
9 4.412 4.100 3.815
10 4.104 3.796 3.516
11 3.817 3.515 3.240
12 3.551 3.255 2.986
13 3.303 3.014 2.752
14 3.073 2.790 2.537
15 2.859 2.584 2.338
16 2.659 2.392 2.155
17 2.474 2.215 1.986
18 2.301 2.051 1.831
19 2.140 1.899 1.687
20 1.991 1.758 1.555
21 1.852 1.628 1.433
22 1.723 1.508 1.321
23 1.603 1.396 1.217
24 1.491 1.293 1.122
25 1.387 1.197 1.034
26 1.290 1.108 0.953
27 1.200 1.026 0.878
28 1.116 0.950 0.810
29 1.039 0.880 0.746
30 0.966 0.814 0.688
31 0.899 0.754 0.634
32 0.836 0.698 0.584
33 0.778 0.647 0.538
34 0.723 0.599 0.496
35 0.673 0.554 0.457
36 0.626 0.513 0.422
37 0.582 0.475 0.389
38 0.542 0.440 0.358
39 0.504 0.407 0.330
40 0.469 0.377 0.304
41 0.436 0.349 0.280
42 0.406 0.323 0.258
43 0.377 0.299 0.238
44 0.351 0.277 0.219
45 0.327 0.257 0.202
* If a Participant's attained age is at or above 65 but still below
the Participant's Normal Retirement Age, use Table IA.
Note: These factors are based on the UP-1984
Mortality Table.
TABLE IA: Present value factors for Participants below Normal
_________
Retirement Age (to be used only when attained age is greater than,
or equal to, 65.)
Number of years Interest Rate
from age 65 to ______________
attained age 7.50% 8.00% 8.50%
____________ ______ _______ ______
0 8.458 8.196 7.949
1 9.092 8.852 8.625
2 9.774 9.560 9.358
3 10.507 10.325 10.153
4 11.295 11.151 11.016
5 12.143 12.043 11.953
6 13.053 13.006 12.969
7 14.032 14.047 14.071
8 15.085 15.170 15.267
9 16.216 16.384 16.565
10 17.432 17.695 17.973
11 18.740 19.110 19.500
12 20.145 20.639 21.158
13 21.656 22.290 22.956
14 23.280 24.073 24.907
15 25.026 25.999 27.025
Note: These factors are based on the UP-1984 Mortality Table.
TABLE II: Amortization factors
_________
Number of years
from attained age Interest Rate
__________________ ______________
to Normal
Retirement Age 7.50% 8.00% 8.50%
_______________ _____ ______ ______
1 0.5181 0.5192 0.5204
2 0.3577 0.3593 0.3609
3 0.2777 0.2796 0.2184
4 0.2299 0.2139 0.2339
5 0.1982 0.2003 0.2024
6 0.1756 0.1778 0.1801
7 0.1588 0.1611 0.1634
8 0.1458 0.1482 0.1506
9 0.1355 0.1380 0.1405
10 0.1272 0.1297 0.1323
11 0.1203 0.1229 0.1255
12 0.1145 0.1171 0.1198
13 0.1096 0.1123 0.1151
14 0.1054 0.1082 0.1110
15 0.1018 0.1046 0.1075
16 0.0986 0.0988 0.1018
17 0.0958 0.0988 0.1018
18 0.0934 0.0964 0.0994
19 0.0912 0.0943 0.0974
20 0.0893 0.0924 0.0956
21 0.0876 0.0908 0.0940
22 0.0861 0.0893 0.0925
23 0.0847 0.0879 0.0912
24 0.0835 0.0867 0.0901
25 0.0823 0.0857 0.0890
26 0.0813 0.0847 0.0881
27 0.0804 0.0838 0.0872
28 0.0795 0.0830 0.0865
29 0.0788 0.0822 0.0858
30 0.0781 0.0816 0.0851
31 0.0774 0.0810 0.0846
32 0.0768 0.0804 0.0840
33 0.0763 0.0804 0.0836
34 0.0758 0.0794 0.0831
35 0.0753 0.0790 0.0827
36 0.0749 0.0786 0.0824
37 0.0745 0.0783 0.0820
38 0.0742 0.0779 0.0817
39 0.0739 0.0776 0.0815
40 0.0736 0.0774 0.0812
41 0.0733 0.0771 0.0810
42 0.0730 0.0769 0.0808
43 0.0728 0.0767 0.0806
44 0.0726 0.0765 0.0804
45 0.0724 0.0763 0.0802
TABLE III: Factors to be multiplied by those in Table I.
________
Normal
Retirement Interest Rate
___________ ______________
Age 7.50% 8.00% 8.50%
____ ______ _____ ______
80 0.206 0.194 0.184
79 0.231 0.219 0.207
78 0.258 0.246 0.234
77 0.289 0.276 0.263
76 0.322 0.309 0.296
75 0.359 0.346 0.333
74 0.400 0.387 0.374
73 0.446 0.432 0.419
72 0.495 0.482 0.469
71 0.549 0.537 0.525
70 0.609 0.597 0.586
69 0.674 0.664 0.653
68 0.745 0.736 0.728
67 0.822 0.816 0.810
66 0.907 0.904 0.900
65 1.000 1.000 1.000
64 1.101 1.106 1.110
63 1.212 1.221 1.231
62 1.332 1.348 1.363
61 1.464 1.486 1.509
60 1.606 1.637 1.669
59 1.761 1.802 1.844
58 1.929 1.982 2.036
57 2.111 2.177 2.246
56 2.309 2.390 2.475
55 2.523 2.622 2.726
Note: These factors are based on the UP-1984 Mortality Table.
TABLE IV: Factors for Participants who are at or beyond Normal
_________
Retirement Age.
Normal Interest Rate
_______ ______________
Retirement
Age 7.50% 8.00% 8.50%
___ ______ _____ ______
80 5.151 5.053 4.959
79 5.370 5.264 5.162
78 5.591 5.476 5.366
77 5.814 5.690 5.572
76 6.039 5.905 5.777
75 6.266 6.122 5.985
74 6.494 6.339 6.192
73 6.721 6.556 6.398
72 6.947 6.771 6.603
71 7.171 7.983 6.804
70 7.392 7.192 7.003
69 7.610 7.399 7.198
68 7.825 7.601 7.389
67 8.037 7.801 7.577
66 8.248 7.999 7.764
65 8.458 8.196 7.949
64 8.666 8.390 8.131
63 8.870 8.581 8.311
62 9.072 8.770 8.485
61 9.270 8.954 8.657
60 9.463 9.133 8.825
59 9.651 9.307 8.986
58 9.834 9.477 9.143
57 10.012 9.461 9.295
56 10.186 9.801 9.442
55 10.354 9.955 9.585
Note: These factors are based on the UP-1984 Mortality Table.
B. Nonintegrated Benefit Formula
( ) Flat Benefit
Each Participant's Stated Benefit is equal to _____% of Average
Annual Compensation (reduced pro rate for the Participant's years of
projected participation less that 25) payable annually as a straight
life annuity beginning at Normal Retirement Age.
( ) Unit Credit
Each Participant's Stated Benefit is equal to _____% of Average Annual
Compensation multiplied by the Participant's years of projected
participating up to a maximum of ______ (no less than 25), payable
annually as a straight life annuity beginning at Normal Retirement Age.
The first day of the first Plan Year taken into account under this
Stated Benefit formula will be ________.
( ) Step Rate
Each Participant's Stated Benefit will be payable annually as a
straight life annuity beginning at Normal Retirement Age, in an amount
equal to _____percent of Average Annual Compensation (R1) per year
for the first _____years of the Participant's years of projected
participation (y) and ____percent (R2) of Average Annual Compensation
per year for the next _____years of the Participant's years of
projected participation (such that the total years of projected
participation taken into account under R1 and R2 is not less than 33).
If y is less that 33, R2 will be not less than:
(R1) - (25 - y)
_______________
33 - y
(but in no case less than 0),
and not greater than: (R1) (44 - y).
_____________
33 - y
For purposes of determining a Participant's Stated Benefit, a
Participant's years of projected participation under the Plan is the
sum of (1) and (2), where (1) is the number of years during which the
Participant benefited under this Plan beginning with the latest of: (a)
the first Plan Year in which the Participant benefited under the Plan,
(b) the first Plan Year taken into account in the Stated Benefit
formula, and (c) any Plan Year immediately following a Plan Year in
which the Plan did not satisfy the safe harbor for target benefit plans
in Regulations Section 1.401(a)(4)-8(b)(3), and ending with the last
day of the current Plan Year, and (2) is the number of years, if any,
subsequent to the current Plan Year through the end of the Plan Year in
which the Participant attains Normal Retirement Age.
For purposes of this definition of Years of Projected Participation, if
this Plan is a prior safe harbor plan, the Plan is deemed to satisfy
the safe harbor for target benefit plans in Regulations Section
1.401(a)(4)-8(b)(3) and a Participant is treated as benefiting under
the Plan in any Plan Year beginning prior to January 1, 1994.
A prior safe harbor plan is a plan that (1) was adopted and in effect
on September 19, 1991, (2) which on that date contained a stated
benefit formula that took into account service prior to that date, and
(3) satisfied the applicable nondiscrimination requirements for target
benefit plans for those prior years. For purposes of determining
whether a plan satisfies the applicable nondiscrimination requirements
for target benefit plans for Plan Years beginning before January 1,
1994, no amendments after September 19, 1991, other than amendments
necessary to satisfy Section 401(l) of the Code, will be taken into
account.
For purposes of this Section, Average Annual Compensation means the
average of a Participant's annual Compensation, as defined in Article
VI of the Plan, over the three (3) consecutive plan year period ending
in the current year or in any prior year that produces the highest
average. If the Participant has less than three (3) years of
participation in this Plan, Compensation is averaged over the
Participant's total period of participation.
C. Integrated Benefit Formula
Subject to the overall permitted disparity limit below, each
Participant's Stated Benefit under the Plan is a straight life annuity
commencing at Normal Retirement Age in an amount:
[EXCESS BENEFIT PLAN]
( ) Unit Benefit
Equal to the sum of (a) and (b) below:
(a) ______% (base benefit percentage) times Average Annual
Compensation up to the Integration Level for the Plan Year times
the Participant's years of projected participation plus a benefit
equal to ____% (excess benefit percentage, not to exceed the
base benefit percentage by more than the Maximum Excess Allowance)
times Average Annual Compensation in excess of the Integration
Level for the Plan Year times the Participant's years of
projected participation. The maximum number of years of
projected participation taken into account under this paragraph
(a) will be __________(may not be less than 25 and may not exceed
35). However, the number of years of projected participation
taken into account in the preceding sentence for any Participant
may not exceed the Participant's Cumulative Permitted Disparity
Limit.
The Participant's Cumulative Permitted Disparity Limit is equal to 35
minus: (1) the number of years the Participant benefited under this
Plan prior to the Participant's first year of projected participation,
and (2) the number of years credited to the Participant for allocation
or accrual purposes under one or more qualified plans or simplified
employee pension plans (whether or not terminated) ever maintained by
the Employer) other than years counted in (1) above or counted toward a
Participant's years of projected participation). For purposes of
determining the Participant's Cumulative Permitted Disparity Limit, all
Plan Years ending in the same calendar year are treated as the same
year.
(b) ____% (not to exceed the excess benefit percentage) times Average
Annual Compensation for each year of projected participation after the
period taken into account under paragraph (a). (If the number of years
of projected participation taken into account under paragraph (a) is
less than 35 (as modified by the Participant's Cumulative Permitted
Disparity Limit), then for each year of projected participation after
the period taken into account under paragraph (a) up to and including
the 35th year of participation (as modified by the Participant's
Cumulative Permitted Disparity Limit), this percentage will be equal to
the excess benefit percentage.) The maximum number of years of
projected participation taken into account under this paragraph will be
________________________________________________________________________.
The Maximum Excess Allowance is equal to the lesser of: (1) the base
benefit percentage, or (2) the applicable factor determined from Tables
I or II in Section B below.
Overall permitted disparity limit: Notwithstanding paragraphs (a) and
(b) above, for any Plan Year this Plan benefits any Participant who
benefits under another qualified plan or simplified employee pension
maintained by the Employer that provides for permitted disparity (or
imputes permitted disparity), the Stated Benefit for all Participants
under this Plan will be equal to the excess benefit percentage above
times the Participant's total Average Annual Compensation times the
Participant's years of projected participation under the Plan up to the
maximum years of projected participation taken into account in
paragraphs (a) and (b).
( ) Flat Benefit
Equal to ___% times Average Annual Compensation up to the Integration
Level for the Plan Year (base benefit percentage) plus a benefit equal
to ____% (excess benefit percentage) (not to exceed the base benefit
percentage by more than the Maximum Excess Allowance) times Average
Annual Compensation in excess of the Integration Level for the Plan
Year.
The Maximum Excess Allowance is equal to the lesser of: (1) the base
benefit percentage, or (2) 35 times the applicable factor determined
from Tables I or II in Section B below.
For a Participant with less than 35 years of projected participation,
the base benefit percentage and the excess benefit percentage will be
reduced by being multiplied by a fraction, the numerator of which is
the Participant's years of projected participation, and the
denominator of which is 35.
Cumulative permitted disparity reduction: If the number of the
Participant's cumulative permitted disparity years exceeds 35, the
excess benefit percentage will be reduced as provided below. A
Participant's cumulative permitted disparity years consists of the sum
of: (1) the Participant's years of projected Participation (up to
35), (2) the number of years the Participant benefited or is treated as
having benefited under this Plan prior to the Participant's first year
of projected participation, to the Participant's first year of
projected participation, and (3) the number of years credited to the
Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or not
terminated) ever maintained by the employer (other than years counted
in (1) or (2) above.) For purposes of determining the Participant's
Cumulative Permitted Disparity Limit, all Plan Years ending in the same
calendar year are treated as the same year.
If the cumulative permitted disparity reduction is applicable, the
excess benefit percentage will be reduced as follows:
(A) Subtract the Participant's base benefit percentage from the
participant's excess benefit percentage, (after modification in
accordance with the paragraph preceding this cumulative permitted
disparity reduction).
(B) Multiply the result determined in (A) by a fraction (not less than
0), the numerator of which is 35 minus the sum of the years in (2) and
(3) above, and the denominator of which is 35.
(C) The Participant's excess benefit percentage is equal to the sum of
the result in (B) and the Participant's base benefit percentage, as
otherwise modified.
Overall permitted disparity limit: Notwithstanding the above, for any
Plan Year this Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension plan maintained by the
Employer that provides for permitted disparity, (or imputes permitted
disparity), the Stated Benefit for all Participants under this Plan
will be equal to the excess benefit percentage entered into the benefit
formula above multiplied by the Participant's total Average Annual
Compensation under the Plan (prorated for years of projected
participation less than 35).
[OFFSET PLAN]
( ) Unit Credit
Equal to the sum of (a) and (b) below:
(a) ____% (gross benefit percentage) times Average Annual
Compensation for the Plan Year times the Participant's years of
projected participation offset by ______% (not to exceed the
Maximum Offset Allowance) times Final Average Compensation up to the
Offset Level times the Participant's total years of projected
participation. The maximum number of years of projected participation
taken into account under this paragraph will be ______(may not be
less than 25 and may not exceed 35). However, the number of years of
projected participation taken into account in the preceding sentence
for any Participant may not exceed the Participant's Cumulative
Permitted Disparity Limit. The Participant's Cumulative Permitted
Disparity Limit is equal to 35 minus: (1) the number of years the
Participant benefited under this Plan prior to the Participant's first
year of projected participation, and (2) the number of years credited
to the Participant for allocation or accrual purposes under one or more
qualified plans or simplified employee pension plans (whether or not
terminated) ever maintained by the Employer (other than years counted
in (1) above or counted toward a Participant's years of projected
participation). For purposes of determining the Participant's
Cumulative Permitted Disparity Limit, all Plan Years ending in the same
calendar year are treated as the same year.
(b) ___% (not to exceed the gross benefit percentage) times Average
Annual Compensation for each year of projected participation after the
period set forth in paragraph (a). (If the number of years of
projected participation set forth in paragraph (a) is less than 35 (as
modified by the Participant's Cumulative Permitted Disparity Limit),
then for each year of projected participation after the period set
forth under paragraph (a) up to and including the 35th year of
projected participation (as modified by the Participant's Cumulative
Permitted Disparity Limit), this percentage will be equal to the gross
benefit percentage.) The maximum number of years of projected
participation taken into account under this paragraph will be ______.
The maximum offset allowance will not exceed the lesser of: (1) the
applicable factor from Tables I or II below, and (2) one-half of the
gross benefit percentage, multiplied by a fraction (not to exceed one),
the numerator of which is the Participant's Average Annual
Compensation, and the denominator of which is the Participant's Final
Average Compensation up to the Offset Level.
Overall permitted disparity limit: Notwithstanding the preceding
paragraphs (a) and (b), for any Plan Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension plan maintained by the Employer that provides for
permitted disparity (or imputes permitted disparity), the Stated
Benefit for all Participants under this Plan will be equal to the gross
benefit percentage above (without regard to the offset) times the
Participant's total Average Annual Compensation times the Participant's
years of projected participation under the Plan up to the maximum of
years of projected participation taken into account in paragraphs (a)
and (b).
( ) Flat Benefit
Equal to ____% times Average Annual Compensation offset by _____%
(not to exceed the Maximum Offset Allowance) times Final Average
Compensation up to the Offset Level.
The Maximum Offset Allowance will not exceed the lesser of: (1) the
applicable factor from Tables I or II, multiplied by 35, and (2) one-
half of the gross benefit percentage, multiplied by a fraction (not to
exceed one), the numerator of which is the Participant's Average Annual
Compensation, and the denominator of which is the Participant's Final
Average Compensation up to the Offset Level.
For a Participant with less that 35 years of projected participation,
both the gross benefit percentage and the offset percentage will be
reduced by being multiplied by a fraction, the numerator of which is
the number of the Participant's years of projected participation, and
the denominator of which is 35.
Cumulative permitted disparity reduction: If the number of the
Participant's cumulative permitted disparity years exceeds 35, the
gross benefit percentage and the offset will be further reduced as
provided below. A Participant's cumulative permitted disparity years
consist of the sum of: (1) the Participant's years of projected
participation (up to 35), (2) the number of years the Participant
benefited or is treated as having benefited under this Plan prior to
the Participant's first year of projected participation, to the
Participant's first year of projected participation, and (3) the number
of years credited to the Participant for allocation or accrual purposes
under one or more qualified plans or simplified employee pension plans
(whether or not terminated) ever maintained by the Employer (other than
years counted in (1) or (2) above. For purposes of determining the
Participant's Cumulative Permitted Disparity Limit, all Plan Years
ending in the same calendar year are treated as the same year.
If the cumulative permitted disparity reduction is applicable, the
gross benefit percentage and the offset will be reduced as follows:
(A) The offset will be reduced by multiplying it by a fraction (not
less than 0), the numerator of which is 35 minus the sum of the
years in (2) and (3) above, and the denominator of which is 35.
(B) The gross benefit percentage will be reduced by the number of
percentage points by which the offset was reduced in (A) above.
Overall permitted disparity limit: Notwithstanding the above, for any
Plan Year this Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension plan maintained by the
Employer that provides for permitted disparity (or imputes permitted
disparity), the Stated Benefit for all Participants under this Plan
will be equal to the gross benefit percentage entered in the benefit
formula above (without regard to the offset) multiplied by the
Participant's total Average Annual Compensation under the Plan
(prorated for years of projected participation less than 35).
The applicable factor is the factor derived from the applicable
table(s) below based on the Normal Retirement Age under the Plan. If
the Employer elects as an Integration Level (or Offset Level) option 4
or option 5 below, Table II will apply. Otherwise, Table I will apply.
Normal Retirement Age TABLE I TABLE II
______________________ ________ _______
65 0.5200 0.4160
64 0.4856 0.3884
63 0.4504 0.3603
62 0.4160 0.3328
61 0.3816 0.3052
60 0.3464 0.2771
59 0.3296 0.2636
58 0.3120 0.2496
57 0.2944 0.2355
56 0.2776 0.2220
55 0.2600 0.2080
The Integration Level (or Offset Level) for each Plan Year for each
Participant will be an amount equal to:
(1) ( ) such Participant's Covered Compensation for the Plan Year.
(2) ( ) the greater of $10,000 or one-half of the Covered Compensation
of any individual who attains social security retirement age during the
calendar year in which the Plan Year begins.
(3) ( ) $_____(a single dollar amount not to exceed the greater of
$10,000 or one-half of Covered Compensation of any individual who
attains social security retirement age during the calendar year in
which the Plan Year begins).
(4) ( ) $ _____(a single dollar amount that exceeds the greater of
$10,000 or one-half of Covered Compensation of any individual who
attains social security retirement age during the calendar year in
which the Plan Year begins, but not to exceed the greater of $25,450 or
150% of the Covered Compensation of an individual attaining social
security retirement age in the current Plan Year).
(5) ( ) a uniform percentage equal to ____% (greater than 100
percent but not greater than 150 percent of each Participant's Covered
Compensation for the current year, and in no event in excess of the
Taxable Wage Base).
Definitions
___________
1. A Participant's years of projected participation under the Plan is
the sum of (1) and (2), where (1) is the number of years during which
the Participant benefited under this Plan beginning with the latest of:
(a) the first Plan Year in which the Participant benefited under the
Plan, (b) the first Plan Year taken into account in the stated benefit
formula, and (c) any Plan Year immediately following a Plan Year in
which the Plan did not satisfy the safe harbor for target benefit
plans in Regulations Section 1.401(a)(4)-8(b)(3), and ending with the
last day of the current Plan Year and (2) is the number of years if,
any, subsequent to the current Plan Year through the end of the Plan
Year in which the Participant attains Normal Retirement Age.
For purposes of this definition of years of projected
participation, if this Plan is a prior safe harbor plan the Plan
is deemed to satisfy the safe harbor for target benefit plans in
Regulation Section 1.401(a)(4)-8(b)(3) and a Participant is
treated as benefiting under the Plan in any Plan Year beginning
prior to January 1, 1994.
A prior safe harbor plan is a plan that (1) was adopted and in
effect on September 19, 1991, (2) which on that date contained a
stated benefit formula that took into account service prior to
that date and (3) satisfied the applicable nondiscrimination
requirements for target benefit plans for those prior years. For
purposes of determining whether a plan satisfies the applicable
nondiscrimination requirements for target benefit plans for Plan
Years beginning before January 1, 1994, no amendments after
September 19,1991, other than amendments necessary to satisfy
Section 401(l) of the Code, will be taken into account.
2. Average Annual Compensation. Average Annual Compensation is the
average of a Participant's annual Compensation as defined in
Section VI of the Plan, over the three-consecutive Plan Year
period ending in either the current year or any prior year that
produces the highest average. If the Participant has less than
three years of participation in this Plan, Compensation is
averaged over the Participant's total period of participation.
3. Covered Compensation. A Participant's Covered Compensation for a
Plan Year is the average (without indexing) of the Taxable Wage Bases
in effect for each calendar year during the 35-year period ending with
the last day of the calendar year in which the Participant attains (or
will attain) social security retirement age.
In determining a Participant's Covered Compensation for a Plan Year,
the Taxable Wage Base in effect for the current Plan Year and any
subsequent Plan Year will be assumed to be the same as the Taxable Wage
Base in effect as of the beginning of the Plan Year for which the
determination is being made. Covered Compensation will be determined
based on the year designated by the Employer in the last paragraph of
X.C.5. of the Adoption Agreement below.
A Participant's Covered Compensation for a Plan Year before the 35-year
period ending with the last day of the calendar year in which the
Participant attains social security retirement age is the Taxable Wage
Base in effect as of the beginning of the Plan Year. A Participant's
Covered Compensation for a Plan Year after such 35-year period is the
Participant's Covered Compensation for the Plan Year during which the
35-year period ends.
4. Taxable Wage Base. Taxable Wage Base is the contribution and
benefit base in effect under Section 230 of the Social Security Act at
the beginning of the Plan Year.
5. Final Average Compensation. (Offset plans only) A Participant's
Final Average Compensation is the average of the Participant's annual
Compensation, as defined in Section VI above, from the Employer for the
three-consecutive year period ending with or within the Plan Year. If
a Participant's entire period of employment with the Employer is less
than three consecutive years, Compensation is averaged on an annual
basis over the Participant's entire period of employment. Compensation
for any year in excess of the Taxable Wage Base in effect at the
beginning of such year will not be taken into account.
Covered compensation will be determined based on the following year:
( ) current year.
( ) _________year (may be the Covered Compensation for a Plan Year
earlier than the current Plan Year, provided the earlier Plan Year is the
same for all Participants and is not earlier that the later of (A) the Plan
Year that begins 5 years before the current Plan Year, and (B) the Plan Year
beginning in 1989. If the Plan Year entered is more than five years prior
to the current Plan Year, the Participant's Covered Compensation will be
that determined under the Covered Compensation table for the Plan Year five
years prior to the current Plan Year).
D. Forfeitures
Forfeitures of Employer Contributions, if any, shall be used to reduce
future Employer Contributions.
XI. 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.
XII. 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 schedule:
A. Employer Contributions.
( ) 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.
( ) The Top Heavy Minimum Vesting Schedule selected in B., below.
( ) Other: [....] (Note: Must be at least as favorable as any one of
the above 4 options).
B. 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.
( ) 100% immediately vested after [....] (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 any one of
the above two options.
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.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be permitted.
XIV. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XV. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall always apply.
( ) 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 Allocation
If the Employer has adopted Sponsor's paired defined contribution plan
number 01001, 01003, 01005 or 01006 in addition to this Plan and the
definition of "Eligible Employee" in all paired plans is identical,
then the minimum allocation required by Section 13.3 will be provided
( ) under this Plan; ( ) under such other paired defined contribution
plan. If the Employer has adopted Sponsor's paired defined benefit
plan number 02001, then Participants in this Plan (and another paired
defined contribution plan, if any) shall receive the Top Heavy minimum
benefit contribution under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than a
paired plan of the Sponsor, 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.
( ) the Employer's qualified defined benefit plan.
( ) other: _________________________________________.
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 and 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 [....]% Mortality Table [....]%
XVI. LIMITATION ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01001,
01003, 01005, 01006 or the Sponsor's paired defined benefit plan number
02001), in which any Participant in this Plan is (or was) a Participant
or could possibly become a Participant, the 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. (If the Employer maintains only paired plans of
the Sponsor this Section should not be completed.)
(A) If a 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:
( ) in accordance with Sections 6.4(e) - (j) as though the other plan
were a Master or Prototype Plan.
( ) 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.
( ) 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: ________________________________________
________________________________________________
XVII. INVESTMENTS
Participants ( ) shall; ( ) shall not be permitted to direct the
investment of their Accounts in the investment options selected by the
Employer or the Committee.
XVIII. 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.
XIX. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined in
Section 419A(d)(3) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code) in addition to this Plan (other
than the Sponsor's paired defined contribution plan number 01001, 01003,
01005, 01006 or the Sponsor's paired defined benefit plan number 02001),
may not rely on the opinion letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is qualified under
Section 401 of the Internal Revenue Code. If an Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her plans
are qualified, application for a determination letter should be made to
the appropriate key district office of the Internal Revenue Service.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan, as
herein adopted or amended, that pertain to the requirements of Sections
401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of the Code,
as amended by the Tax Reform Act of 1986, or later laws, (a) are made
effective retroactively to the first day of the first Plan Year beginning
after December 31, 1988 (or such later date on which these requirements
first become effective with respect to this Plan); or (b) are made
effective no later than the first day on which the Employer is no longer
entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the
Plan constitute such an interpretation.
XX. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Contribution Plan, Basic Plan Document No. 01, and the
Dreyfus Trust Agreement both as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The
Sponsor, The Dreyfus Corporation is available to answer questions
regarding the intended meaning of any Plan provisions, adoption of the
Plan and the effect of an Opinion Letter, at 000 Xxx Xxxxxxx Xxxx, Xxxxxx
Xxxx, Xxx Xxxx 00000 [(000) 000-0000].
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.
_______________________
Name of Business Entity
_________________________________
Signature (Sole Proprietors only)
By:____________________________________________
Name and Title (Corporations or Partnerships)
ATTEST:
____________________________
Secretary (Corporations only)
SEAL:
__________________
Name of Trustee(s)
______________________________
Signature (Individual Trustee)
_____________________________
Signature (Individual Trustee)
By:______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS EASY STANDARDIZED/PAIRED PROTOTYPE
MONEY PURCHASE PLAN
PLAN NUMBER 01005
IRS SERIAL NUMBER D262555a
The Employer named in section I.A. below hereby establishes or restates a
Money Purchase Plan ("Plan") and Custodial Account appointing The Dreyfus
Trust Company as the custodian ("Custodian") under the related custodial
agreement ("Custodial Agreement"). The Custodial Account shall consist of
such sums as shall be paid to the Custodian, the investments thereof and
earnings thereon. The terms of the Plan 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 Custodial
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. EMPLOYER DATA
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) partnership; ( ) sole proprietor.
C. If this is a new Plan, the Effective Date of the Plan is: [....]
D. If this is an amendment and restatement of an existing Plan, enter
name of Plan [....] and date adopted [....]. The effective date
of the amended Plan is: [....]
II. ELIGIBILITY
Each Eligible Employee will be eligible to participate in this Plan,
except the following:
( ) Employees who have not attained the age of [....] (not to exceed
age 21).
( ) Employees who have not completed [....] Eligibility Years of
Service. (May not exceed 2 years).
NOTE: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code"), and
individuals considered employees of any such employer under Section
414(n) or (o) of the Code.
If the Employer adopts Sponsor's paired defined contribution plan
number 01003, 01004 or 01006 or paired defined benefit plan number
02001 in addition to this Plan, the definition of "Eligible Employee"
in all paired plans of the Employer must be identical in order for the
Employer to be able to designate in Section VI one of the paired plans
to provide the required minimum allocation to each Non-Key Employee in
the event the Plan becomes Top-Heavy. If the definition of "Eligible
Employee" in all paired plans of the Employer is not identical, Section
13.1 through 13.4 shall apply in the event the Plan becomes Top-Heavy.
III. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean age 59-1/2.
IV. EMPLOYER CONTRIBUTIONS
The Plan shall not be integrated with Social Security and the
Employer's contribution will be [....]% (not to exceed 25% of the
aggregate Compensation of Active Participants for the Plan Year).
V. VESTING
Vesting shall be full and immediate.
VI. TOP-HEAVY RULE
A. Top Heavy Status
The Top-Heavy provisions of Article XIII shall always apply.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01003, 01004, or 01006 in addition to this Plan and
the definition of "Eligible Employee" in all paired plans is
identical, then the minimum allocation required by Section 13.3
will be provided ( ) under this Plan; ( ) under such other paired
defined contribution plan. If the Employer has adopted Sponsor's
paired defined benefit plan number 02001, then Participants in
this Plan (or another paired defined contribution plan) who are
covered under the paired defined benefit plan shall receive the
minimum top heavy benefit under the paired defined benefit plan
and shall receive no minimum allocation.
If a Participant in this Plan who is a Non-key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, 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.
( ) the Employer's qualified defined benefit plan.
( ) other:_________________________________________
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 and
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 [....]% Mortality Table [....]%
VII. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan numbers
01003, 01004, 01006, or the Sponsor's paired defined benefit plan
number 02001), in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the following
provision(s) must apply. 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:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) 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.
( ) 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: __________________________________________________
VIII. INVESTMENTS
In accordance with the provisions of the Custodial Agreement, the
Employer hereby directs the Custodian to invest the assets of the Fund
as indicated per the attached Participant's Plans Detail form.
IX. 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.
X. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in Section 419 (e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in Section 419A(d)(3), or an individual medical account, as defined in
Section 415(l)(2) of the Code) in addition to this Plan (other than the
Sponsor's paired defined contribution plan number 01003, 01004, or
01006 or the Sponsor's paired defined benefit plan number 02001), may
not rely on the opinion letter issued by the National Office of the
Internal Revenue Service as evidence that this Plan is qualified under
Section 401 of the Internal Revenue Code. If the Employer who adopts
or maintains multiple plans wishes to obtain reliance that his or her
plan(s) are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue.
The Employer may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under Section 401 of the Code unless the terms of the Plan,
as herein adopted or amended, that pertain to the requirements of
Sections 401(a)(4), 401(a)(17), 401(l), 401(a)(5), 410(b) and 414(s) of
the Code, as amended by the Tax Reform Act of 1986, or later laws, (a)
are made effective retroactively to the first day of the first Plan
Year beginning after December 31, 1988 (or such later date on which
these requirements first become effective with respect to this Plan);
or (b) are made effective no later than the first day on which the
Employer is no longer entitled, under regulations, to rely on a
reasonable, good faith interpretation of these requirements, and the
prior provisions of the Plan constitute such an interpretation.
XI. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Custodial Agreement both as amended from time to
time. In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it will inform
the Employer. The Sponsor, The Dreyfus Corporation is available to
answer questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an Opinion Letter, at 000 Xxxxx
xxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 [(000) 000-0000].
XII. EMPLOYER ACCEPTANCE
By signing the Application you acknowledge that you have received and read
the Fund(s) current prospectus(es), the Dreyfus Easy Standardized/Paired
Retirement Plan and the attached Custodial Agreement. You accept the terms
of the Plan and Custodial Agreement and you appoint The Dreyfus Trust
Company to be Custodian.
___________________ ____________
Employer's Signature Date
XIII. CUSTODIAN'S ACCEPTANCE
By signing here, The Dreyfus Trust Company accepts this Adoption Agreement
and its appointment as Custodian of your Dreyfus Easy Standardized/Paired
Retirement Plan. The Adoption Agreement will be maintained by The Dreyfus
Trust Company.
_________________________ ______
The Dreyfus Trust Company Date
Custodian
ADOPTION AGREEMENT
DREYFUS STANDARDIZED/PAIRED
PROTOTYPE DEFINED BENEFIT
PENSION PLAN AND TRUST
PLAN NUMBER 02001
IRS SERIAL NUMBER C224399a
The Employer named in section I,A. below hereby establishes or restates a
Defined Benefit Pension 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 Benefit Plan, Basic Plan Document No. 02, 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: [. . . .]
Address: [. . . .]
B. Employer is a ( ) corporation; ( ) S corporation;
( ) partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number: [. . . .]
D. Employer's Fiscal Year: [. . . .]
E. Plan name: [. . . . ]
F. Effective date of Plan: [. . . .]
If this is an amendment and restatement of an existing Plan, enter
the date originally adopted [. . . .]. The effective date of this
amended Plan is [. . . .].
G. The Trustee shall be:
( ) The Dreyfus Trust Co.
( ) Other: (Name) [. . . .]
(Address) [. . . .]
(Phone #) [. . . .]
H. Anniversary Date: [. . . .]
I. Plan Year shall mean the 12 consecutive month period commencing on
_____________ / ______________ and ending on _____ /___________.
J. Service with the following predecessor employer(s) shall be credited
for purposes of vesting and eligibility: [. . . .] [Note: Such
Service must be provided if the adopting Employer maintains the plan
of the predecessor employer].
K. The following employer(s) associated with the Employer under section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall
be Participating Employers in the Plan: [. . . .]
L. Are all employers associated with the Employer under section 414(b),
(c), (m) or (o) of the Code participating in the Plan?:
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees on
the basis of the method selected below:
( ) 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 10
Hours of Service for any day such Employee would be credited with
at least one Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with 45
Hours of Service for any week such Employee would be credited with
at least one Hour of Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with 95 Hours of Service for any semi-monthly payroll
period such Employee would be credited with at least one Hour of
Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
190 Hours of Service for any month such Employee would be credited
with at least one Hour of Service under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in an 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 and if two percent or less of the Employees of the
Employer covered by that Agreement are professionals as defined in
section 1.410(b)-9 of the Income Tax Regulations. 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.
( ) Employees who are nonresident aliens (within the meaning of section
7701(b)(1)(B) of the Code) and who receive no earned income (within
the meaning of section 911(d)(2) of the Code) from the Employer
which constitutes income from sources within the United States
(within the meaning of section 861(a)(3) of the Code).
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer under
section 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.
Note: If the Employer adopts Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 or 01006 in addition to this
Plan, the definition of "Eligible Employee" in all paired plans of
the Employer must be identical in order for the Employer to be able
to provide the minimum benefit to each Non-key Employee in the event
the Plan becomes Top-Heavy under this Plan and no minimum allocation
under the paired defined contribution plan or plans is provided in
Section XVIII.
IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following age and service
requirements:
( ) No age or service requirement.
( ) The attainment of age [. . . .] (not to exceed age 21).
( ) The completion of [. . . .] (not to exceed 2) Eligibility
Years of Service. [Note: If more than 1 Eligibility Year
of Service is required, Participants must be 100% immediately
vested. If the Eligibility Years of Service is or includes a
fractional year, an Employee may not be required to complete
any specified number of Hours of Service to receive credit for
such fractional year.]
V. ENTRY DATE
The Entry Date shall mean:
( ) 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 (or
1-1/2 Eligibility Years of Service if 100% immediate vesting
is elected).]
( ) 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.
( ) Monthly Entry. The first day of the Plan year and the first
day of each following month of the Plan Year.
VI. COMPENSATION
A. Except for purposes of "annual additions" testing under section 415
of the Code, Compensation shall mean all of each Participant's
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in section 3401(a)
of the Code 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) of the Code 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 non-accountable 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) of
the Code, 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 non-qualified
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 made available to the Participant during
( ) the Plan Year
( ) the calendar year ending with or within the Plan Year
( ) ____________________ (must be determined on the basis of any
consecutive period ending within the Plan Year which is at
least 12 months in duration and applied uniformly to all
Employees in the Plan).
For employees whose date of hire is less than 12 months before the
end of the 12-month period designated, Compensation will be
determined over 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 ( ) 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) or 403(b) of the Code.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
Average Compensation shall mean the average of a Participant's
Compensation for the highest [. . . .] (not less than 3 nor more than 5)
consecutive Plan Years. If a Participant's entire period of Service for
the Employer is less than three consecutive years, Compensation is
averaged on an annual basis over the Participant's entire period of
Service.
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:
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on Form
W-2) Compensation is defined as wages as defined in section 3401(a)
of the Code 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,
determined without regard to any rules under section 3401(a) of the
Code that limit the renumeration 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 non-accountable plan (as described in section
1.62-2(c) of the regulations), and excluding the following:
(a) Employer contributions to a plan of deferred compensation
to the extent that, before the application of the section 415
limitations to that plan, the contributions 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) of the Code, 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 non-qualified
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.
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to
be applied in determining the compensation of Self-
Employed individuals.
For any Self-Employed Individual covered under the Plan,
Compensation means Earned Income.
VII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) 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.
VIII. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
( ) Age [. . . .] (not to exceed 65)
( ) The later of:
(i) age __________ (not to exceed 65) or
(ii) the _________ (not to exceed 5th) anniversary of
the participation commencement date. If, for Plan Years beginning
before January 1, 1988, Normal Retirement Age was determined with
reference to the anniversary of the participation commencement date
(more than 5 but not to exceed 10 years), the anniversary date for
Participants who first commenced participation under the Plan before
the first Plan Year beginning on or after January 1,1988, shall be
the earlier of (A) the tenth anniversary of the date the Participant
commenced participation in the Plan (or such anniversary as had been
elected by the Employer, if less than 10) or (B) the fifth
anniversary of the first day of the first Plan Year beginning on or
after January 1, 1988. The participation commencement date is the
first day of the first Plan Year in which the Participant commenced
participation in the Plan.
The suspension of benefit rules in section 5.7 of the plan will
apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7 of
the Plan whose benefits, if actuarially increased,
would exceed the limitations of section 415 of the
Code.
IX. EARLY RETIREMENT DATE
Early Retirement Date shall mean the first day of any month following:
( ) There shall be no early retirement provision in this Plan.
( ) Age [. . . .].
( ) Age [. . . .] and [. . . .] years of Service.
[Note: Early Retirement Age cannot be more than 10 years before Normal
Retirement Age.]
The suspension of benefit rules in section 5.7 of the Plan will apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7 of the
Plan whose benefits, if actuarially increased, would
exceed the limitations of section 415 of the Code.
X. VESTED TERMINATION DATE
A Participant who terminates employment with a vested interest may elect
to commence payment of his vested benefits as of the first day of any
month following:
( ) termination of employment (no age requirement).
( ) attainment of age [. . . .]. (Should not be less than the age
required for Early Retirement, if any).
XI. RETIREMENT BENEFITS
A. Annual Retirement Benefit Formula.
Subject to the overall permitted disparity limit below, the current
benefit formula under the Plan will be an amount payable at Normal
Retirement Age equal to:
Integrated-Excess Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation up to the
Integration Level for the Plan Year ("Base Benefit
Percentage"), plus [. . . .]% of Average Compensation in excess
of the Integration Level for the Plan Year ("Excess Benefit
Percentage").
Note: The Excess Benefit Percentage may not exceed the Base
Benefit Percentage by more than the lesser of (i) the Base
Benefit Percentage or (ii) the product of 35 times the
applicable factor determined from Table I or II in Section XI,
B. below.
If a Participant begins receiving benefits at an age other than
Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than 35
years of Service under this Plan as of the end of the Plan Year
in which they attain Normal Retirement Age (or current age, if
later), the Base Benefit Percentage and the Excess Benefit
Percentage will be reduced by multiplying them by a fraction,
the numerator of which is the number of years of Service the
Participant is projected to have earned under this Plan as of
the end of the Plan Year in which the Participant attains
Normal Retirement Age (or current age, if later), and the
denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of the
Participant's cumulative permitted disparity years exceeds 35,
the Participant's benefit will be further adjusted as provided
below. A Participant's cumulative disparity years consist of
the sum of: (1) the total years of Service a Participant is
projected to have earned under this Plan by the end of the Plan
Year containing the Participant's Normal Retirement Age, and
subsequent years of Service, if any, (the total not to exceed
35), and (2) the number of years credited to the Participant
for purposes of the benefit formula or the accrual method under
the Plan under one or more other qualified plans or simplified
employee pensions (whether or not terminated) ever maintained
by the Employer (other than years counted in (1)), and not
including any years credited to the Participant under such
other qualified plans or simplified employee pensions after the
Participant has earned 35 years of Service under this Plan).
For purposes of determining the Participant's cumulative
permitted disparity limit, all years ending in the same
calendar year are treated as the same year.
If this cumulative disparity adjustment is applicable, the
Participant's benefit will be increased as follows:
(A) Subtract the Participant's Base Benefit Percentage from
the Participant's Excess Benefit Percentage (after
modification in accordance with the paragraphs preceding
this cumulative disparity adjustment).
(B) Divide the result in (A) by the Participant's years of
Service under the Plan projected to the later of Normal
Retirement Age or current age, not to exceed 35 years of
Service.
(C) Multiply the result in (B) by the number of years by which
the Participant's Cumulative Disparity Years exceed 35.
(D) Add the result in (C) to the Participant's Base Benefit
Percentage determined prior to this cumulative disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for each Participant under this Plan
will be equal to the Base Benefit Percentage times the
Participant's Average Compensation. For Participants who are
projected to have earned less than 35 years of Service under
this Plan as of the end of the Plan Year in which they attain
Normal Retirement Age, (or current age, if later), the
percentage in the preceding sentence will be multiplied by a
fraction (not more than one), the numerator of which is the
number of the Participant's years of Service the Participant
is projected to have earned under this Plan as of the end of
the Plan Year in which the Participant attains Normal
Retirement Age (or current age, if later), and the denominator
of which is 35. If this paragraph is applicable, this Plan
will have a Fresh-Start Date on the last day of the Plan Year
preceding the Plan Year in which this paragraph is first
applicable. In addition, if in any subsequent Plan Year this
Plan no longer benefits any Participant who also benefits under
another qualified plan or simplified employee pension
maintained by the Employer that provides for permitted
disparity (or imputes permitted disparity), this Plan will have
a Fresh-Start Date on the last day of the Plan Year preceding
the Plan Year in which this paragraph is no longer applicable.
For purposes of determining the Participant's overall permitted
disparity limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - the sum of (a) and (b) below: (a) [. . . .]%
of Average Compensation up to the Integration Level for the
Plan Year ("Base Benefit Percentage"), times years of Service
plus [. . . .]% of Average Compensation in excess of the
Integration Level for the Plan Year ("Excess Benefit
Percentage") times years of Service. The maximum number of
years of Service which may be taken into account for this
purpose shall be [. . . .] (not to exceed 35).
If the Participant's benefit after the latest Fresh-Start Date
is determined under the fraction accrual rule, or the Plan
satisfies section 411(b)(1)(F) of the Code, the maximum number
of years of Service during which permitted disparity is taken
into account under this formula may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant will not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal to
35 minus the number of years credited to the Participant for
purposes of the benefit formula or the accrual method under the
plan under one or more qualified plans or simplified employee
pensions (whether or not terminated) ever maintained by the
Employer, other than years for which a Participant earned a
year of Service under the benefit formula in paragraph (a). For
purposes of determining the Participant's cumulative permitted
disparity limit, all years ending in the same calendar year are
treated as the same year. If the Participant's cumulative
permitted disparity limit is less than the period of years
specified in paragraph (a), then for years after the
Participant reaches the cumulative permitted disparity limit
and through the end of the period specified in paragraph (a),
the Participant's benefit will be equal to the Excess Benefit
Percentage, or, if the Participant's benefit after the latest
Fresh-Start Date is not accrued under the fractional accrual
rule and the plan does not satisfy section 411(b)(1)(f) of the
code, 133 1/3 percent of the Base Benefit Percentage, if
lesser, times Average Compensation.
(b) [....] (not to exceed the lesser of: (1) the Excess Benefit
Percentage, and (2) 133 1/3 percent of the Base Benefit
Percentage, times Average Compensation for each year of Service
after the number of years of Service taken into account in
paragraph (a). If, however, benefits after the latest Fresh
Start Date are accrued under the fractional accrual rule or the
Plan satisfies section 411(b)(1)(f) of the Code, then for each
year of Service after the years of Service taken into account
in paragraph (a), this percentage will be equal to the Excess
Benefit Percentage. The maximum number of years of Service
taken into account under this paragraph (b) will be [....] (if
benefits after the latest Fresh-Start Date are accrued under
the fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, the number of years entered must be
no less than 35 minus the number of years of Service taken into
account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum Excess
Allowance is, with respect to benefits under the Plan for any
year of Service, the lesser of (1) the Base Benefit Percentage
or (2) the applicable factor determined from Table I or II in
section B below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for each Participant under this Plan
will be equal to the Base Benefit Percentage times the
Participant's Average Compensation. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is no longer applicable. For purposes of determining
the Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year.
Integrated-Offset Benefit Formula
( ) Fixed Benefit - [.....]% (Gross Benefit Percentage) times
Average Compensation offset by [....]% (Offset Percentage --
not to exceed the Maximum Offset Allowance) times Final Average
Compensation up to the offset level. The Offset Percentage
for any Participant shall not exceed one-half of the Gross
Benefit Percentage, multiplied by a fraction (not to exceed
one), the numerator of which is the Participant's Average
Compensation, and the denominator of which is the Participant's
Final Average Compensation up to the offset level.
The Maximum Offset Allowance will not exceed the lesser of (1)
the applicable factor from Table I or II in section B. below,
multiplied by 35, and (2) one-half of the Gross Benefit
Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than 35
years of Service under this Plan as of the end of the Plan Year
in which they attain Normal Retirement Age (or the current age,
if later), both the Gross Benefit Percentage and the Offset
Percentage will be reduced by multiplying them by a fraction,
the numerator of which is the number of years of Service the
Participant is projected to have earned under this Plan as of
the end of the Plan Year in which the Participant attains
Normal Retirement Age (or the current age, if later), and the
denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's cumulative permitted disparity years exceeds
35, the Offset Percentage will be further adjusted as provided
below. A Participant's cumulative permitted disparity years
consist of the sum of: (1) the total years of Service a
Participant is projected to have earned under this Plan by the
end of the Plan Year containing the Participant's Normal
etirement Age and subsequent years of Service, if any, (the
total not to exceed 35), and (2) the number of years credited
to the Participant for purposes of the benefit formula or the
accrual method under the plan under one or more other qualified
plans or simplified employee pensions maintained by the
Employer (other than years counted in (1), and not including
any years credited to the Participant under such other
qualified plans or simplified employee pensions after the
Participant has earned 35 years of Service under this Plan).
For purposes of determining the Participant's cumulative
permitted disparity limit, all years ending in the same
calendar year are treated as the same year.
If this cumulative permitted disparity adjustment is
applicable, the Offset Percentage will be further adjusted as
follows:
(A) Divide the Offset Percentage (after modification in
accordance with the paragraphs preceding this cumulative
permitted disparity adjustment) by the Participant's years
of Service under this Plan projected to the later of
Normal Retirement Age or current age, not to exceed 35
years of Service.
(B) Multiply the result in (A) by the number of years by which
the Participant's cumulative permitted disparity years
exceed 35.
(C) Subtract the result in (B) from the Offset Percentage
determined prior to this cumulative permitted disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for all Participants under this Plan
will be equal to a percentage that is equal to the Gross
Benefit Percentage minus the Offset Percentage, times the
Participant's Average Compensation. For Participants who are
projected to have earned less than 35 years of Service under
this Plan as of the end of the Plan Year in which they attain
Normal Retirement Age, (or current age, if later), the
percentage in the preceding sentence will be multiplied by a
fraction (not more than one), the numerator of which is the
Service the Participant is projected to have earned under this
Plan as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later), and
the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputes disparity), this
Plan will have a Fresh-Start Date on the last day of the Plan
Year preceding the Plan Year in which this paragraph is no
longer applicable. For purposes of determining the
Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year
( ) Unit Benefit - The sum of (a) and (b): (a) [....]% (Gross
Benefit Percentage) of Average Compensation times years of
Service offset by [. . . .]% (Offset Percentage -- not to
exceed the Maximum Offset Allowance) times Final Average
Compensation up to the offset level times each year of Service.
The Offset Percentage for any Participant shall not exceed one-
half of the Gross Benefit Percentage, multiplied by a fraction
(not to exceed one), the numerator of which is the
Participant's Average Compensation, and the denominator of
which is the Participant's Final Average Compensation up to the
offset level. The maximum number of years of Service taken
into account under this paragraph will be [....] (may not
exceed 35.) If the Participant's benefit after the latest
Fresh-Start Date is determined under the fractional accrual
rule in section 1.0 of the Plan, the maximum number of years
of Service during which permitted disparity is taken into
account under this formula may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant may not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal to
35 minus the number of years credited to the Participant for
purposes of the benefit formula or the accrual method under the
plan under one or more qualified plans or simplified employee
pensions (whether or not terminated) ever maintained by the
Employer, other than years for which a Participant earned a
year of Service under the benefit formula in paragraph (a). For
purposes of determining the Participant's cumulative permitted
disparity limit, all years ending in the same calendar year are
treated as the same year. If the Participant's cumulative
disparity limit is less than the period of years specified in
paragraph (a), then for years after the Participant reaches the
cumulative permitted disparity limit and through the end of the
period specified in paragraph (a), the Participant's benefit
will be equal to the Gross Benefit Percentage, or, if the
Participant's benefit after the latest Fresh-Start Date is not
accrued under the fractional accrual rule and the Plan does not
satisfy section 411(b)(1)(f) of the Code, 133 1/3 percent of
the Gross Benefit Percentage reduced by the Offset Percentage
if lesser, times Average Compensation.
(b) [....]% (not to exceed the lesser of: (l) the Gross
Benefit Percentage, and (2) 133 1/3 percent of the Gross
Benefit Percentage reduced by the Offset Percentage, times
Average Compensation for each year of Service after the number
of years of Service taken into account in paragraph (a). If
however, benefits after the latest Fresh-Start Date are accrued
under the fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, then for each year of Service after
the years of Service taken into account in paragraph (a), this
percentage will be equal to the Gross Benefit Percentage. The
maximum number of years of Service taken into account under
this paragraph (b) will be [....] (if benefits after the latest
Fresh-Start Date are accrued under the fractional accrual rule
or the Plan satisfies section 411(b)(1)(f) of the Code, the
number of years entered must be no less than 35 minus the
number of years of Service taken into account in paragraph
(a)).
For purposes of the preceding paragraph(s), the Maximum Offset
Allowance will not exceed the lesser of (1) the applicable
factor from Table I or II in section B below, or (2) one-half
of the Gross Benefit Percentage.
If a Participant begins receiving benefits at an age other than
Normal Retirement Age, the Participant's benefit will be
determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this Plan
benefits any Participant who benefits under another qualified
plan or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), the benefit for all Participants under this Plan
will be equal to the Gross Benefit Percentage minus the Offset
Percentage, times the Participant's total Average Compensation.
If this paragraph is applicable, this Plan will have a Fresh-
Start Date on the last day of the Plan Year preceding the Plan
Year in which this paragraph is first applicable. In addition,
if in any subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan or
simplified employee pension maintained by the Employer that
provides for permitted disparity (or imputed permitted
disparity) this Plan will have a Fresh-Start Date on the last
day of the Plan Year preceding the Plan Year in which this
paragraph is no longer applicable. For purposes of determining
the Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year
Non-Integrated Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation. such
benefit shall be reduced pro-rata for years of Participation
less than [. . . .] years.
( ) Unit Benefit - [. . . .]% of Average Compensation times years
of Participation.
( ) Unit Benefit (past/future) - [. . . .]% of Average Compensation
times years of Participation before the Effective Date, plus
[. . ..]% of Average Compensation times years of Participation
after the Effective Date.
Minimum/Maximum Benefit
Notwithstanding the benefit formula specified above:
( ) The minimum annual retirement benefit, if any, shall be at
least $ [. . . ]
( ) The maximum annual retirement benefit shall be $ [. . . .]
B. Applicable Factor.
The Applicable Factor is determined from the appropriate table below
based on the Normal Retirement Age under the Plan, as specified
above (without regard to any years of Participation requirement.)
If the Plan's Standard Form of Retirement Income, as specified below
is other than a life annuity, the factor determined from the
appropriate table below must be multiplied by the following
adjustment factor: life annuity, 10 years guaranteed -- .90; life
annuity and 50% survivor benefit -- .80; life annuity and 100%
survivor benefit -- .666.
If the Integration Level under the Plan is either option 4 or 5 in
Section XI, C. below, the appropriate table is Table II. Otherwise,
the appropriate table shall be Table I.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
If a Participant begins receiving benefits before Normal Retirement Age
or, in the case of a fixed benefit plan (whether excess or offset),
before the Participant has completed 35 years of Participation, the
Participant's benefit will be determined in accordance with Section 5.7
of the Plan.
C. Integration Level - the Integration Level (or offset level) for each
Plan Year for each Participant shall be:
( ) 1. The Participant's Covered Compensation for the Plan Year.
( ) 2. The greater of $10,000 or one-half of the Covered Compensation
of any person who attains Social Security Retirement Age during
the calendar year in which the Plan Year begins.
( ) 3. $________ (a single dollar amount not to exceed the greater of
$10,000 or one-half of Covered Compensation of any person who
attains Social Security Retirement Age during the calendar year
in which the Plan Year begins.)
( ) 4. $________ (a single dollar amount that exceeds the greater of
$10,000 or one-half of Covered Compensation of any person who
attains Social Security Retirement Age during the calendar year
in which the Plan Year begins, but not to exceed the greater
of $25,450 or 150% of the Covered Compensation of an individual
attaining Social Security Retirement Age in the current Plan
Year.)
( ) 5. A uniform percentage equal to ________% (greater than 100
percent but not greater than 150 percent of each Participant's
Covered Compensation for the current year, and in no event in
excess of the Taxable Wage Base (for excess plans), or Final
Average Compensation (for offset plans).)
Covered Compensation will be determined based on the following year:
[ ] current Plan Year
[ ] __________ Plan Year (may be Covered Compensation for a
Plan Year earlier than the current Plan Year, provided the
earlier Plan Year is the same for all Employees and is not
earlier than the later of (A) the Plan Year that begins
5 years before the current Plan Year, and (B) the Plan
Year beginning in 1989. If the Plan Year entered is more
than five years prior to the current Plan Year, the
Participant's Covered Compensation will be that determined
under the Covered Compensation table for the Plan Year
five years prior to the current Plan Year.
D. Participation.
For benefit accrual purposes, Participation shall not include:
( ) employment prior to the original effective date of the Plan.
( ) employment prior to the date the Participant gained membership
in the Plan.
( ) employment other than as an Eligible Employee.
( ) with respect to Participants who were not Eligible Employees
under the Plan prior to the first Plan Year beginning on or
after January 1, 1988 because their employment began within 5
years of their Normal Retirement Date, employment prior to
becoming a Participant.
E. Standard Form of Retirement Income:
( ) Life annuity
( ) Life annuity, 10 years guaranteed
( ) Life annuity and 50% survivor benefit
( ) Life annuity and 100% survivor benefit
F. Actuarial Equivalent.
For purposes of determining the Actuarial Equivalent, of any
benefit, the following mortality and interest rate assumptions shall
be used:
Interest rate - Pre-retirement: [. . . .]%
Post-retirement: [. . . .]%
(must be between 7 1/2% and 8 1/2% if the Plan provides for
permitted disparity under section 401(l) of the Code.
Mortality table: [. . . .]
(must be standard mortality table as described in section
1.401(a)(4)-12 of the Income Tax regulations if the Plan provides
for permitted disparity under section 401(l) of the Code.
G. Fresh Start Rule.
The formula with wear-away and formula with extended wear-away
Fresh-Start rules below take into account an Employee's past service
in determining the Employee's benefit accruals under the Plan:
either of these Fresh-Start rules may cause the Plan to fail to
satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the Income Tax Regulations.
The Accrued Benefit of each Participant in the Fresh-Start Group
under the Plan will be equal to:
( ) 1. Formula with wear-away -- the greater of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
total years of Service under the Plan.
( ) 2. Formula without wear-away -- the sum of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
years of Service beginning after the Fresh-Start Date.
If, however, the Participant's benefit under the Plan is accrued
under the fractional accrual rule or the 3 percent accrual rule or
if this Plan satisfies the safe harbor for insurance contract plans
in Income Tax Regulations section 1.401(a)(4)-3(b)(7), this formula
without wear-away will not apply, and the Participant's accrued
benefit will be determined in accordance with the formula with
wear-away above.
( ) 3. Formula with extended wear-away -- the greater of the
accrued benefit determined for the Participant under the formula
with wear-away or the formula without wear-away above.
If, however, the Participant's benefit under the Plan is accrued
under the 3 percent accrual rule the formula with extended wear-away
will not apply, and the Participant's Accrued Benefit will be
determined in accordance with the formula with wear-away above.
Definition of Fresh-Start Group. The Fresh-Start Group consists of all
Participants who have Accrued Benefits as of the Fresh-Start Date and
have at least one Hour of Service with the Employer after that date.
However, if designated below, the Fresh-Start Group shall be limited to:
( ) Section 401(a)(17) Participants (may be elected only with respect
to a Tax Reform Act of 1986 (TRA '86) Fresh-Start Date and with
respect to an Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
Fresh-Start Date). A TRA '86 Fresh-Start Date means a Fresh-Start
Date that is not earlier than the last day of the last Plan Year
beginning before the first Plan Year beginning on or after January
1, 1989 (the statutory effective date), and not later than the last
day of the last Plan Year beginning before the first Plan Year
beginning on or after January 1, 1994 (the regulatory effective
date). An OBRA '93 Fresh-Start Date means the last day of the last
Plan Year beginning before the first Plan Year beginning on or after
January 1, 1994.
( ) Members of an acquired group of employees
An acquired group of employees means employees of a prior employer
who become employed by the Employer in a transaction between the
Employer and the prior employer that is a stock or asset
acquisition, merger, or other similar transaction involving a change
in the employer of the employees of the trade or business on or
before [ / / ] (enter a date no later than the end of the
transition period defined in section 410(b)(6)(c)(ii) of the Code,
if the date selected is after February 10, 1993). The date in the
preceding sentence will be the Fresh-Start Date with respect to
members of the acquired group described below.
The acquired group consists of: ___________________________________
___________________________________________________________________
___________________________________________________________________
( ) Employees with a Frozen Accrued Benefit that is attributable to
assets and liabilities transferred to the Plan as of a Fresh Start
Date in connection with the transfer and for whom the current
formula is different from the formula used to determine the Frozen
Accrued Benefit.
The Fresh Start Date in connection with the transfer is: [ / /]
(must be the date as of which the Employees begin accruing benefits
under the Plan).
The group of employees with a Frozen Accrued Benefit that is
attributable to assets and liabilities transferred to the Plan is:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
H. Frozen Accrued Benefit
If elected by the Employer below, each Participant's Frozen Accrued
Benefit will be adjusted in accordance with the following fraction:
[ ] Old Compensation fraction
[ ] New Compensation fraction
[ ] Reconstructed Compensation fraction (may be selected only
if the latest Fresh-Start Date is before the first day of the first
Plan Year beginning on or after January 1, 1994.)
For purposes of calculating a Participant's "Reconstructed
Compensation", the selected year will be the Plan Year beginning in
(the selected year must begin after the latest Fresh-Start Date):
( ) 1989
( ) 1990
( ) 1991
( ) 1992
( ) 1993
( ) 1994
( ) Alternative adjustment
( ) Special adjustment for section 401(a)(17) Participants
XII. QUALIFIED JOINT AND SURVIVOR ANNUITY
The survivor annuity of the Qualified Joint and Survivor Annuity shall
be equal to
( ) 50% ( ) 66-2/3% ( ) 100%
of the annuity payable during the joint lives of the Participant and the
Participant's spouse.
XIII. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible
investment.
XIV. PRE-RETIREMENT DEATH BENEFIT
If the Plan is not funded with life insurance, the pre-retirement death
benefit shall be:
( ) the Qualified Pre-retirement Survivor Annuity (the required spousal
benefit) only.
( ) The Actuarial Value of the Participant's Accrued Benefit. If the
Participant's Spouse is the Beneficiary, such benefit shall be
offset by the Actuarial Value of the Qualified Pre-retirement
Survivor Annuity.
If the Plan is funded with life insurance, the face amount of the policies
purchased will be [. . . .] (not to exceed 100) times the Participant's
anticipated monthly retirement benefit.
XV. 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.
XVI. VESTING SCHEDULES
The vested interest of each Employee in his Employer-derived Accrued
Benefit shall be determined on the basis of the following schedule:
( ) 100% immediately vested. [Note: Mandatory if more than 1
eligibility Year of Service is required.]
( ) 100% immediately vested after [. . . .] (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.
XVII. EXCESS ASSETS
Following a complete termination of the Plan by the Employer, any
assets which remain after provisions have been made to satisfy all
liabilities of the Plan to Participants and Beneficiaries
( ) shall revert to the Employer in cash.
( ) shall be allocated among Participants on a uniform and
non-discriminatory basis, subject to the limitation on benefits
of Section 8.1 of the Plan.
Note: If this is an amendment and restatement of an existing Plan which
did not previously provide for a reversion, an election that excess
assets revert to the Employer shall not be effective before the end of
the 5th calendar year following the date of this Adoption Agreement.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XV of the Plan shall always apply.
( ) The provisions of Article XV of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Benefit
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 and/or 01006 in addition to
this Plan and the definition of "Eligible Employee" in all paired
plans is identical, then Non-Key Employees who are Participants in
this Plan shall receive the minimum Top Heavy benefit accrued under
this Plan and shall receive no minimum allocation under the paired
defined contribution plan or plans.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other than
a paired plan of the Sponsor, 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 qualified defined contribution plan.
C. Determination of Present Value
For purposes of establishing present value to compute the Top-Heavy
Ratio, any benefit shall be discounted only for mortality and
interest based on the following:
( ) Interest Rate [....]% (must be between 7 1/2% and 8 1/2% if the
plan provides for permitted disparity under section 401(l) of the
Code.
Mortality table: [....] (must be standard mortality table as
described in section 1.401(a)(4)-12 of the Income Tax regulations
if the Plan provides for permitted disparity under section 401(l)
of the Code.
( ) The Interest Rate(s) and Mortality Table specified under
Section 1.2 of the Plan
D. Valuation Date
For purposes of computing the Top-Heavy Ratio, the Valuation Date
shall be one of the following:
( ) the first day of the Plan Year
( ) the last day of the Plan Year
( ) [....]
[Note: The date selected must be the same date used for computing
Plan costs for minimum funding, regardless of whether a valuation
is performed that year.]
XIX. LIMITATION ON BENEFITS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan number 01001,
01003, 01004, 01005 and/or 01006) 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(1)(2) of the Code, under which amounts are treated
as Annual Additions with respect to any Participant in the Plan. (If the
Employer maintains only paired plans of the Sponsor this Section should
not be completed.)
(a) If a Participant is, or ever has been, covered under another
qualified defined benefit plan maintained by the Employer, annual
benefits shall be limited to comply with section 415(b) of the Code:
( ) by freezing or reducing Annual Benefits under this Plan.
( ) by freezing or reducing Annual Benefits in the other qualified
defined benefit plan.
(b) If a Participant is, or has ever been, a participant in one or more
qualified defined contributions plans maintained by the Employer,
the "1.0" aggregate limitation of section 415(e) of the Code shall
be satisfied by:
( ) freezing or reducing Annual Benefits under this Plan.
( ) freezing or reducing the Annual Additions under the defined
contribution plan or plans.
XX. PRE-TERMINATION RESTRICTIONS
The pre-termination restrictions in Section 8.3 of the Plan will be
effective [ / / ] (no later than the first day of the 1994 Plan Year).
XXI. 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.
XXII. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined in
section 419(d)(3) of the Code, or an individual medical account, as
defined in section 415(1)(2) of the Code) in addition to this Plan (other
than the Sponsor's paired defined contribution plan number 01001, 01003,
01004, 01005 or 01006 may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under section 401 of the Code. If an Employer who
adopts or maintains multiple plans wishes to obtain reliance that his or
her plans are qualified, application for a determination letter should
be made to the appropriate key district office of the Internal Revenue
Service.
In addition, the Employer may rely upon the opinion letter issued by the
national Office of the Internal Revenue Service only if the plan adopted
by the Employer satisfies one of the safe-harbors provided in regulations
under section 401(a)(26) of the Code with respect to its prior benefit
structure or is deemed to satisfy section 401(a)(26) under such
regulations.
If the Employer wishes to obtain reliance that its plan is qualified, the
Employer may request a determination from the appropriate Key District
Director with regard to its prior benefit structure.
The Employer may not be entitled to rely on the opinion letter issued by
the National Office in certain other circumstances, which are specified
in the opinion letter issued with respect to the Plan or in section 6 of
Revenue Procedure 89-9, as amended.
XXIII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the Dreyfus
Prototype Defined Benefit Plan, Basic Plan Document No. 02, and the
Dreyfus Trust Agreement all as amended from time to time. In the event
the Sponsor amends the Basic Plan Document or this Adoption Agreement or
discontinues this type of plan, it will inform the Employer. The
Sponsor, Dreyfus Corporation, is available to answer questions regarding
the intended meaning of any Plan provisions, adoption of the Plan and
the effect of an opinion letter,
at:__________________________________________________________________
_____________________________________________________________________.
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.
_____________________________________
Name of Business Entity
______________________________________
Signature (Sole Proprietors only)
By:___________________________________
Name and Title
(Corporations or Partnerships)
ATTEST:
_____________________________
Secretary (Corporations Only)
__________________________________________
Name of Trustee(s)
__________________________________________
Signature (Individual Trustee)
__________________________________________
Signature (Individual Trustee)
By:_______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE DEFINED BENEFIT
PENSION PLAN AND TRUST
PLAN NUMBER 02002
IRS SERIAL NUMBER C324414a
The Employer named in section I,A. below hereby establishes or restates a
Defined Benefit Pension 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 Benefit Plan, Basic Plan Document No. 02, 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: [. . . .]
Address: [. . . .]
B. Employer is a ( ) corporation; ( ) S corporation; ( )
partnership; ( ) sole proprietor; ( ) other.
C. Employer's Tax ID Number: [. . . .]
D. Employer's Fiscal Year: [. . . .]
E. Plan name: [. . . . ]
F. Effective Date of Plan: [. . . .]
If this is an amendment and restatement of an existing Plan,
enter the date originally adopted [. . . .]. The effective date
of this amended Plan is [. . . .].
G. The Trustee shall be:
( ) The Dreyfus Trust Co.
( ) Other: (Name) [. . . .]
(Address) [. . . .]
(Phone #) [. . . .]
H. Anniversary Date: [. . . .]
I. Plan Year shall mean the 12 consecutive month period commencing
on ___________ /___________ and ending on _________ /_________.
J. Service with the following predecessor employer(s) shall be
credited for purposes of vesting and eligibility: [. . . .]
[Note: Such Service must be provided if the adopting Employer
maintains the plan of the predecessor employer].
K. The following employer(s) associated with the Employer under
section 414(b), (c), (m) or (o) of the Internal Revenue Code
("Code") shall be Participating Affiliates in the Plan: [. . ..]
L. Are all employers associated with the Employer under section
414(b), (c), (m) or (o) of the Code participating in the Plan?:
( ) Yes ( ) No
II. HOURS OF SERVICE
Hours of Service under the Plan will be determined for all Employees
on the basis of the method selected below:
( ) 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
10 Hours of Service for any day such Employee would be credited
with at least one Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
45 Hours of Service for any week such Employee would be credited
with at least one Hour of Service during the week under the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will
be credited with 95 Hours of Service for any semi-monthly payroll
period such Employee would be credited with at least one Hour of
Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with
190 Hours of Service for any month such Employee would be
credited with at least one Hour of Service under the Plan.
( ) On the basis of elapsed time.
III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
( ) Employees included in an 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 and if two percent or less
of the Employees of the Employer covered by the Agreement
are professionals as defined in section 1.410(b)-9 of the
Income Tax Regulations. 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.
( ) Employees who are nonresident aliens (within the meaning of
section 7701(b)(1)(B) of the Code and who receive no earned
income (within the meaning of section 911(d)(2) of the Code)
from the Employer which constitutes income from sources
within the United States (within the meaning of section
861(a)(3) of the Code).
( ) Employees included in the following job classifications
[. . . .]
( ) Employees of the following employers aggregated under
section 414(b), (c), (m) or (o) of the Code [. . . .]
( ) Individuals required to be considered Employees under
section 414(n) of the Code.
Note: The term Employee includes all Employees of the Employer and
any employer required to be aggregated with the Employer under section
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 age and
service requirements:
( ) No age or service requirement.
( ) The attainment of age [. . . .] (not to exceed age 21).
( ) The completion of [. . . .] (not to exceed 2) Eligibility
Years of Service.
[Note: If more than 1 Eligibility Year of Service is
required, Participants must be 100% immediately vested. If
the Eligibility Years of Service is or includes a fractional
year, an Employee may not be required to complete any
specified number of Hours of Service to receive credit for
such fractional year.]
AND
( ) Effective Date entry. 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.
V. ELIGIBILITY YEARS OF SERVICE
In order to be credited with an Eligibility Year of Service, an
Employee shall complete [. . . .] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
is elected.)
VI. ENTRY DATE
The Entry Date shall mean:
( ) Annual Entry. The fist 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 (or
1-1/2 Eligibility Years of Service if 100% immediate vesting
is elected).]
( ) 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.
( ) Monthly Entry. The first day of the Plan year and the first
day of each following month of the Plan Year.
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section
415 of the Code, Compensation shall mean all of each
Participant's
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on
Form W-2) Compensation is defined as wages as defined in section
3401(a) of the Code 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) of the Code 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 non-accountable 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) of
the Code, 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 non-qualified 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 made available to the Participant
during
( ) the Plan Year
( ) the calendar year ending with or within the Plan Year
( ) __________________ (must be determined on the basis of
any consecutive period ending within the Plan Year
which is at least 12 months in duration and applied
uniformly to all Employees in the Plan).
For Employees whose date of hire is less than 12 months before
the end of the 12-month period designated, Compensation will be
determined over 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), money expenses,
deferred compensation and welfare benefits.
Compensation ( ) 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) or 403(b) of the Code.
If benefits under the Plan are not determined on a integrated basis,
the following may be excluded from the definition of Compensation
selected above (provided the Employer determines that the resulting
definition of Compensation does not violate the nondiscrimination
provisions of the Income Tax Regulations) for any year in which the
Plan is not Top Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $[....]
( ) [.........]
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
Average Compensation shall mean the average of a Participant's
Compensation for the highest [. . . .] (not less than 3 nor more than
5) consecutive Plan Years. If a Participant's entire period of
Service for the Employer is less than three consecutive years,
Compensation is averaged on an annual basis over the Participant's
entire period of Service.
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:
( ) Information required to be reported under sections 6041 and
6051 of the Code. (Wages, tips and other compensation box on
Form W-2) Compensation is defined as wages as defined in section
3401(a) of the Code 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) of the Code 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 non accountable plan (as
described in section 1.62-2(c) of the regulations), and excluding
the following:
(a) Employer contributions to a plan of deferred
compensation to the extent that, before the application of the
section 415 limitations to that plan, the contributions 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) of the Code, 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 non-qualified
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.
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to
be applied in determining the compensation of Self-
Employed individuals.
For any Self-Employed Individual covered under the Plan,
Compensation means Earned Income.
VIII. LIMITATION YEAR
Limitation Year shall mean the 12-consecutive-month period:
( ) 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:
( ) Age [. . . .] (not to exceed 65)
( ) The later of:
(i) age __________ (not to exceed 65) or
(ii) the __________(not to exceed 5th) anniversary of
the participation commencement date. If, for Plan Years
beginning before January 1, 1988, Normal Retirement Age was
determined with reference to the anniversary of the
participation commencement date (more than 5 but not to
exceed 10 years), the anniversary date for Participants who
first commenced participation under the Plan before the
first Plan Year beginning on or after January 1,1988, shall
be the earlier of (A) the tenth anniversary of the date the
Participant commenced participation in the Plan (or such
anniversary as had been elected by the Employer, if less
than 10) or (B) the fifth anniversary of the first day of
the first Plan Year beginning on or after January 1, 1988.
The participation commencement date is the first day of the
first Plan Year in which the Participant commenced
participation in the Plan.
The suspension of benefit rules in section 5.7 of the Plan
will apply to:
( ) all Participants in the Plan.
( ) only those Participants described in section 5.7
of the Plan whose benefits, if actuarially increased, would
exceed the limitations of section 415 of the Code.
X. EARLY RETIREMENT DATE
Early Retirement Date shall mean the first day of any month following:
( ) There shall be no early retirement provision in this Plan.
( ) Age [. . . .].
( ) Age [. . . .] and [. . . .] years of Service.
[Note: Early Retirement Age cannot be more than 10 years before
Normal Retirement Age.]
The suspension of benefit rules in section 5.7 of the Plan will apply
to:
( ) all Participants in the plan.
( ) only those Participants described in section 5.7 of the Plan
whose benefits, if actuarially increased, would exceed the
limitations of section 415 of the Code.
XI. VESTED TERMINATION DATE
A Participant who terminates employment with a vested interest may
elect to commence payment of his vested benefits as of the first day
of any month following:
( ) termination of employment (no age requirement).
( ) attainment of age [. . . .]. (Should not be less than the age
required for Early Retirement, if any).
XII. RETIREMENT BENEFITS
A. Annual Retirement Benefit Formula.
Subject to the overall permitted disparity limit below, the current
benefit formula under the Plan will be an amount payable at normal
retirement age equal to:
Integrated-Excess Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation up to the
Integration Level for the Plan Year ("Base Benefit
Percentage"), plus [. . . .]% of Average Compensation in
excess of the Integration level for the Plan Year ("Excess
Benefit Percentage").
Note: The Excess Benefit Percentage may not exceed the Base
Benefit Percentage by more than the lesser of (i) the Base
Benefit Percentage or (ii) the product of 35 times the
applicable factor determined from Table I or II in Section
XII, B. below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than
35 years of Service under this Plan as of the end of the
Plan Year in which they attain Normal Retirement Age (or
current age, if later), the Base Benefit Percentage and the
Excess Benefit Percentage will be reduced by multiplying
them by a fraction, the numerator of which is the number of
years of Service the Participant is projected to have earned
under this Plan as of the end of the Plan Year in which the
Participant attains Normal Retirement Age (or current age,
if later), and the denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's Cumulative permitted disparity years
exceeds 35, the Participant's benefit will be further
adjusted as provided below. A Participant's cumulative
disparity years consist of the sum of: (1) the total years
of Service a Participant is projected to have earned under
this Plan by the end of the Plan Year containing the
Participant's Normal Retirement Age, and subsequent years of
Service, if any, (the total not to exceed 35), and (2) the
number of years credited to the Participant for purposes of
the benefit formula or the accrual method under the Plan,
under one or more other qualified plans or simplified
employee pensions (whether or not terminated) ever
maintained by the Employer (other than years counted in (1),
and not including any years credited to the Participant
under such other qualified plans or simplified employee
pensions after the Participant has earned 35 years of
Service under this Plan). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year.
If this cumulative disparity adjustment is applicable, the
Participant's benefit will be increased as follows:
(A) Subtract the Participant's Base Benefit Percentage from
the Participant's Excess Benefit Percentage (after
modification in accordance with the paragraphs
preceding this cumulative disparity adjustment).
(B) Divide the result in (A) by the Participant's years of
Service under the Plan projected to the later of Normal
Retirement Age or current age, not to exceed 35 years
of Service.
(C) Multiply the result in (B) by the number of years by
which the Participant's Cumulative Disparity Years
exceed 35.
(D) Add the result in (C) to the Participant's Base Benefit
Percentage determined prior to this cumulative
disparity adjustment.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes disparity), the benefit for each Participant under
this Plan will be equal to the Base Benefit Percentage times
the Participant's Average Compensation. For Participants
who are projected to have earned less than 35 years of
Service under this Plan as of the end of the Plan Year in
which they attain Normal Retirement Age, (or current age, if
later), the percentage in the preceding sentence will be
multiplied by a fraction (not more than one), the numerator
of which is the number of the Participant's years of Service
the Participant is projected to have earned under this Plan
as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later),
and the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's overall permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - the sum of (a) and (b) below: (a) [. . . .]%
of Average Compensation up to the Integration Level for the
Plan Year ("Base Benefit Percentage"), times years of
Service plus [. . . .]% of Average Compensation in excess of
the Integration Level for the Plan Year ("Excess Benefit
Percentage") times years of Service. The maximum number of
years of Service which may be taken into account for this
purpose shall be [. .] (not to exceed 35).
If the Participant's benefit after the latest Fresh-Start
Date is determined under the fraction accrual rule or the
Plan satisfies section 411(b)(1)(f) of the Code, the maximum
number of years of Service during which permitted disparity
is taken into account under this formula may not be less
than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant will not exceed the
Participant's cumulative permitted disparity limit. The
Participant's cumulative permitted disparity limit is equal
to 35 minus the number of years credited to the Participant
for purposes of the benefit formula or the accrual method
under the Plan, under one or more qualified plans or
simplified employee pensions (whether or not terminated)
ever maintained by the Employer other than years for which a
Participant earned a year of Service under the benefit
formula in paragraph (a). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year. If the Participant's cumulative permitted
disparity limit is less than the period of years specified
in paragraph (a), then for years after the Participant
reaches the cumulative permitted disparity limit and through
the end of the period specified in paragraph (a), the
Participant's benefit will be equal to the Excess Benefit
Percentage or, if the Participant's benefit after the latest
Fresh-Start Date is not accrued under the Fractional accrual
rule and the Plan does not satisfy section 411(b)(1)(f) of
the Code, 133 1/3 percent of the Base Benefit Percentage, if
lesser, times Average Compensation.
(b)[...]% (not to exceed the lesser of: (1) the Excess
Benefit Percentage, and (2) 133 1/3 percent of the Base
Benefit Percentage, times Average Compensation for each year
of Service after the number of years of Service taken into
account in the first paragraph of (a). If, however,
benefits after the latest Fresh-Start Date are accrued under
he fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, then for each year of Service
after the years of Service taken into account in paragraph
(a), this percentage will be equal to the Excess Benefit
Percentage. The maximum number of years of Service taken
into account under this paragraph will be [...] (if benefits
after the latest Fresh-Start Date are accrued under the
fractional accrual rule or the Plan satisfies section
411(b)(1)(f) of the Code, the number of years entered must
be no less than 35 minus the number of years of Service
taken into account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum
Excess Allowance is, with respect to benefits under the Plan
for any year of Service, the lesser of (1) the Base Benefit
Percentage or (2) the applicable factor determined from
Table I or II in section B below.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for each
Participant under this Plan will be equal to the Base
Benefit Percentage times the Participant's Average
Compensation. If this paragraph is applicable, this Plan
will have a Fresh-Start Date on the last day of the Plan
Year preceding the Plan Year in which this paragraph is
first applicable. In addition, if in any subsequent Plan
Year this Plan no longer benefits any Participant who also
benefits under another qualified plan or simplified employee
pension maintained by the Employer that provides for
permitted disparity (or imputes permitted disparity), this
Plan will have a Fresh-Start Date on the last day of the
Plan Year preceding the Plan Year in which this paragraph is
no longer applicable. For purposes of determining the
Participant's overall permitted disparity limit, all years
ending in the same calendar year are treated as the same year.
Integrated-Offset Benefit Formula
( ) Fixed Benefit - [.....]% (Gross Benefit Percentage) times
Average Compensation offset by [.....]% (Offset Percentage --
not to exceed the Maximum Offset Allowance) times Final
Average Compensation up to the offset level. The Offset
Percentage for any Participant shall not exceed one-half of the
Gross Benefit Percentage, multiplied by a fraction (not to
exceed one), the numerator of which is the Participant's
Average Compensation, and the denominator of which is the
Participant's Final Average Compensation up to the offset
level.
The Maximum Offset Allowance will not exceed the lesser of
(1) the applicable factor from Table I or II in section B.
below, multiplied by 35, and (2) one-half of the Gross Benefit
Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the Participant's benefit will
be determined in accordance with section 5.3 of the Plan.
For Participants who are projected to have earned less than
35 years of Service under this Plan as of the end of the
Plan Year in which they attain Normal Retirement Age (or the
current age, if later), both the Gross Benefit Percentage
and the Offset Percentage will be reduced by multiplying
them by a fraction, the numerator of which is the number of
years of Service the Participant is projected to have earned
under this Plan as of the end of the Plan Year in which the
Participant attains Normal Retirement Age (or the current
age, if later), and the denominator of which is 35.
Cumulative permitted disparity adjustment: If the number of
the Participant's cumulative permitted disparity years
exceeds 35, the Offset Percentage will be further adjusted
as provided below. A Participants cumulative disparity years
consist of the sum of: (l) the total years of Service a
Participant is projected to have earned under this Plan by
the end of the Plan Year containing the Participant's Normal
Retirement Age and subsequent years of Service, if any, (the
total not to exceed 35), and (2) the number of years
credited to the Participant for purposes of the benefit
formula or the accrual method under the plan under one or
more other qualified plans or simplified employee pensions
maintained by the Employer (other than years counted in (1),
and not including any years credited to the Participant
under such other qualified plans or simplified employee
pension after the Participant has earned 35 years of Service
under this Plan). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year.
If this cumulative permitted disparity adjustment is
applicable, the Offset Percentage will be further adjusted
as follows:
(A) Divide the Offset Percentage (after modification in
accordance with the paragraphs preceding this
cumulative disparity adjustment) by the Participant's
years of Service under this Plan projected to the later
of Normal Retirement Age or current age, not to exceed
35 years of Service.
(B) Multiply the result in (A) by the number of years by
which the Participant's cumulative permitted disparity
years exceed 35.
(C) Subtract the result in (B) from the Offset Percentage
determined prior to this cumulative permitted disparity
adjustment.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for all
Participants under this Plan will be equal to a percentage
that is equal to the Gross Benefit Percentage minus the
Offset Percentage, times the Participant's Average
Compensation. For Participants who are projected to have
earned less than 35 years of Service under this Plan as of
the end of the Plan Year in which they attain Normal
Retirement Age, (or current age, if later), the percentage
in the preceding sentence will be multiplied by a fraction
(not more than one), the numerator of which is the Service
the Participant is projected to have earned under this Plan
as of the end of the Plan Year in which the Participant
attains Normal Retirement Age (or current age, if later),
and the denominator of which is 35. If this paragraph is
applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's cumulative permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
( ) Unit Benefit - The sum of (a) and (b): (a) [. .]% (Gross
Benefit Percentage) of Average Compensation times years of
Service offset by [. .]% (Offset Percentage not to exceed
the Maximum Offset Allowance) times Final Average Annual
Compensation up to the offset level times each year of
Service. The Offset Percentage for any Participant shall
not exceed one-half of the Gross Benefit Percentage,
multiplied by a fraction (not to exceed one), the numerator
of which is the Participant's Average Compensation, and the
denominator of which is the Participant's Final Average
Compensation up to the offset level. The maximum number of
years of Service taken into account under this paragraph
will be [...](may not exceed 35.) If the Participant's
benefit after the latest Fresh-Start Date is determined
under the fractional accrual rule in section 1.0 of the
Plan, the maximum number of years of Service during which
permitted disparity is taken into account under this formula
may not be less than 25.
The number of years of Service taken into account under
paragraph (a) for any Participant may not exceed the
Participant's cumulative permitted disparity limit. The
participant's cumulative permitted disparity limit is equal
to 35 minus the number of years credited to the participant
for purposes of the benefit formula or the accrual method
under the plan under one or more qualified plans or
simplified employee pensions (whether or not terminated)
ever maintained by the Employer, other than years for which
a Participant earned a year of Service under the benefit
formula in paragraph (a). For purposes of determining the
Participant's cumulative permitted disparity limit, all
years ending in the same calendar year are treated as the
same year. If the Participant's cumulative disparity limit
is less than the period of years specified in paragraph (a),
then for years after the Participant reaches the cumulative
permitted disparity limit and through the end of the period
specified in paragraph (a), the Participant's benefit will
be equal to the Gross Benefit Percentage, or, if the
Participant's benefit after the latest Fresh-Start Date is
not accrued under the fractional accrual rule and the Plan
does not satisfy section 411(b)(1)(f) of the Code, 133 1/3
percent of the Gross Benefit Percentage reduced by the
offset percentage if lesser, times Average Compensation.
(b)[...]% (not to exceed the lesser of: (l) the Gross
Benefit Percentage, and (2) 133 1/3 percent of the Gross
Benefit Percentage reduced by the Offset Percentage, times
Average Compensation for each year of Service after the
number of years of Service taken into account in paragraph
(a). If however, benefits after the latest Fresh-Start Date
are accrued under the fractional accrual rule or the Plan
satisfies section 411(b)(1)(f) of the Code, then for each
year of Service after the years of Service taken into
account in paragraph (a), this percentage will be equal to
the Gross Benefit Percentage. The maximum number of years of
Service taken into account under this paragraph (b) will be
[...] (if benefits after the latest Fresh-Start Date are
accrued under the fractional accrual rule or the Plan
satisfies section 411(b)(1)(f) of the Code, the number of
years entered must be no less than 35 minus the number of
years of Service taken into account in paragraph (a)).
For purposes of the preceding paragraph(s), the Maximum
Offset Allowance will not exceed the lesser of (1) the
applicable factor from Table I or II in section B, below, or
(2) one-half of the Gross Benefit Percentage.
If a Participant begins receiving benefits at an age other
than Normal Retirement Age, the participant's benefit will
be determined in accordance with section 5.3 of the Plan.
Overall permitted disparity limit: For any Plan Year this
Plan benefits any Participant who benefits under another
qualified plan or simplified employee pension maintained by
the Employer that provides for permitted disparity (or
imputes permitted disparity), the benefit for all
Participants under this Plan will be equal to the Gross
Benefit Percentage minus the Offset Percentage, times the
Participant's total Average Compensation. If this paragraph
is applicable, this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is first applicable. In addition, if in any
subsequent Plan Year this Plan no longer benefits any
Participant who also benefits under another qualified plan
or simplified employee pension maintained by the Employer
that provides for permitted disparity (or imputes permitted
disparity), this Plan will have a Fresh-Start Date on the
last day of the Plan Year preceding the Plan Year in which
this paragraph is no longer applicable. For purposes of
determining the Participant's overall permitted disparity
limit, all years ending in the same calendar year are
treated as the same year.
Non-Integrated Benefit Formula
( ) Fixed Benefit - [. . . .]% of Average Compensation. Such
benefit shall be reduced pro-rata for years of Participation
less than [. . . .] years.
( ) Unit Benefit - [. . . .]% of Average Compensation times
years of Participation.
( ) Unit Benefit (past/future) - [. . . .]% of Average
Compensation times years of Participation before the
Effective Date, plus [. . ..]% of Average Compensation times
years of Participation after the Effective Date.
Minimum/Maximum Benefit
Notwithstanding the benefit formula specified above:
( ) The minimum annual retirement benefit, if any, shall be at
least $[....]
( ) The maximum annual retirement benefit shall be $[...].
B. Applicable Factor.
The Applicable Factor is determined from the appropriate table
below based on the Normal Retirement Age under the Plan, as
specified above (determined without regard to any years of
Participation requirement). If the Plan's Standard Form of
Retirement Income, as specified below, is other than a life
annuity, the factor determined from the appropriate table below
must be multiplied by the following adjustment factor: life
annuity, 10 years guaranteed -- .90; life annuity and 50%
survivor benefit -- .80; life annuity and 100% survivor benefit
-- .666.
If the Integration Level under the Plan is either option 4 or 5
in Section XII, C. below, the appropriate table is Table II.
Otherwise, the appropriate table shall be Table I.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ _____________________________________________
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ ____________________________________________
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
If a Participant begins receiving benefits before Normal
Retirement Age or, in the case of a fixed benefit plan (whether
excess or offset), the Participant has completed less than 35
years of Participation, the Participant's benefit will be
determined in accordance with Section 5.7 of the Plan.
C. Integration Level - the Integration Level for each Plan Year for
each Participant shall be:
( ) 1. The Participant's Covered Compensation for the Plan Year.
( ) 2. The greater of $10,000 or one-half of the Covered
Compensation of any person who attains Social Security
Retirement Age during the calendar year in which the Plan
Year begins.
( ) 3. $________ (a single dollar amount not to exceed the greater
of $10,000 or one-half of Covered Compensation of any person
who attains Social Security Retirement Age during the
calendar year in which the Plan Year begins.)
( ) 4. $________ (a single dollar amount that exceeds the greater
of $10,000 or one-half of Covered Compensation of any person
who attains Social Security Retirement Age during the
calendar year in which the Plan Year begins, but not to
exceed the greater of $25,450 or 150% of the Covered
Compensation of an individual attaining Social Security
Retirement Age in the current Plan Year.)
( ) 5. A uniform percentage equal to ________% (greater than 100
percent but not greater than 150 percent of each
Participant's Covered Compensation for the current year, and
in no event in excess of the Taxable Wage Base (for excess
plans), or Final Average Compensation (for offset plans))
Covered Compensation will be determined based on the following year:
[ ] current Plan Year
[ ] __________ Plan Year (may be Covered Compensation for a
Plan Year earlier than the current Plan Year, provided
the earlier Plan Year is the same for all Employees and
is not earlier than the later of (A) the Plan Year that
begins 5 years before the current Plan Year, and (B)
the Plan Year beginning in 1989. If the Plan Year
entered is more than five years prior to the current
Plan Year, the Participant's Covered Compensation will
be that determined under the Covered Compensation table
for the Plan Year five years prior to the current Plan
Year.
D. Participation.
For benefit accrual purposes, Participation shall not include:
( ) employment prior to the original effective date of the Plan.
( ) employment prior to the date the Participant gained
membership in the Plan.
( ) employment other than as an Eligible Employee.
( ) with respect to Participants who were not Eligible Employees
under the Plan prior to the first Plan Year beginning on or
after January 1, 1988 because their employment began within
5 years of their Normal Retirement Date, employment prior to
becoming a Participant.
In order to be credited with a year of Participation, an Active
Participant must have: (Not applicable if elapsed time method of
crediting service is elected.)
( ) 501 Hours of Service:
( ) [. . . .] Hours of Service (cannot exceed 1,000);
( ) 1,000 Hours of Service
E. Standard Form of Retirement Income:
( ) Life annuity
( ) Life annuity, 10 years guaranteed
( ) Life annuity and 50% survivor benefit
( ) Life annuity and 100% survivor benefit
F. Actuarial Equivalent.
For purposes of determining the Actuarial Equivalent, of any
benefit, the following mortality and interest rate assumptions
shall be used:
Interest rate - Pre-retirement: [. . . .]%
Post-retirement: [. . . .]%
(must be between 7 1/2% and 8 1/2% if the plan provides for
permitted disparity under section 401(l) of the Code.
Mortality table: [. . . .]
(must be standard mortality table as described in section
1.401(a)(4)-12 of the Income Tax regulations if the plan provides
for permitted disparity under section 401(l) of the Code.
G. Fresh Start Rule.
The formula with wear-away and formula with extended wear-away
Fresh-Start rules below take into account an Employee's past
service in determining the Employee's benefit accruals under the
Plan: either of these Fresh-Start rules may cause the Plan to
fail to satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the Income Tax Regulations.
The Accrued Benefit of each Participant in the Fresh-Start Group
under the Plan will be equal to:
( ) 1. Formula with wear-away -- the greater of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
total years of Service under the Plan.
( ) 2. Formula without wear-away -- the sum of:
(a) the Participant's Frozen Accrued Benefit, if any, and
(b) the Participant's Accrued Benefit determined with respect to
the current benefit formula as applied to the Participant's
years of Service beginning after the Fresh-Start Date.
If, however, the Participant's benefit under the Plan is accrued
under the fractional accrual rule or the 3 percent accrual rule,
or if this Plan satisfies the safe harbor for insurance contract
plans in Income Tax Regulations section 1.401(a)(4)-3(b)(7), this
formula without wear-away will not apply, and the Participant's
Accrued Benefit will be determined in accordance with the formula
with wear-away above.
( ) 3. Formula with extended wear-away -- the greater of the
Accrued Benefit determined for the Participant under the formula
with wear-away or the formula without wear-away above.
If, however, the Participant's benefit under the Plan is accrued
under the 3 percent accrual rule, the formula with extended
wear-away will not apply, and the Participant's Accrued Benefit
will be determined in accordance with the formula with wear-away
above.
Definition of Fresh-Start Group. The Fresh-Start Group consists
of all Participants who have Accrued Benefits as of the Fresh-
Start Date and have at least one Hour of Service with the
Employer after that date. However, if designated below, the
Fresh-Start Group shall be limited to:
( ) section 401(a)(17) Participants (may be elected only with respect
to a Tax Reform Act of 1986 (TRA '86) Fresh-Start Date and with
respect to an Omnibus Budget Reconciliation Act of 1993 (OBRA
'93) Fresh-Start Date). A TRA '86 Fresh-Start Date means a Fresh
Start Date that is not earlier than the last day of the last Plan
Year beginning before the First Plan Year beginning on or after
January 1, 1989 (the statutory effective date), and not later
than the last day of the last Plan Year beginning before the
first Plan Year beginning on or after January 1, 1994 (the
regulatory effective date). An OBRA '93 Fresh-Start Date means
the last day of the last Plan Year beginning before the first
Plan Year beginning on or after January 1, 1994.
( ) Members of an acquired group of employees
An acquired group of employees means employees of a prior
employer who become employed by the Employer in a transaction
between the Employer and the prior employer that is a stock or
asset acquisition, merger, or other similar transaction involving
a change in the employer of the employees of the trade or
business on or before [ / / ] (enter a date no later than the end
of the transition period defined in section 410(b)(6)(c)(ii) of
the Code, if the date selected is after February 10, 1993). The
date in the preceding sentence will be the Fresh-Start Date with
respect to members of the acquired group described below.
The acquired group consists of: ___________________________________
___________________________________________________________________
___________________________________________________________________
( ) Employees with a Frozen Accrued Benefit that is attributable to
assets and liabilities transferred to the Plan as of a Fresh-
Start Date in connection with the transfer and for whom the
current formula is different from the formula used to determine
the Frozen Accrued Benefit.
( ) The Fresh Start Date in connection with the transfer is: [ / / ]
(must be the date as of which the Employees begin accruing
benefits under the Plan).
( ) The group of employees with a Frozen Accrued Benefit that is
attributable to assets and liabilities transferred to the Plan
is: _______________________________________________________________
___________________________________________________________________
___________________________________________________________________
H. Frozen Accrued Benefit
If elected by the Employer below, each Participant's Frozen
Accrued Benefit will be adjusted in accordance with the following
fraction:
[ ] Old Compensation fraction
[ ] New Compensation fraction
[ ] Reconstructed Compensation Fraction (may be selected only
if the latest Fresh-Start Date is before the first day of the
first Plan Year beginning after January 1, 1994).
For purposes of calculating a Participant's "Reconstructed
Compensation", the selected year will be the Plan Year beginning
in (the selected year must begin after the latest Fresh-Start
Date):
( ) 1989
( ) 1990
( ) 1991
( ) 1992
( ) 1993
( ) 1994
( ) Alternative Adjustment
( ) Special adjustment for section 401(a)(17) Participants.
XIII. QUALIFIED JOINT AND SURVIVOR ANNUITY
The survivor annuity of the Qualified Joint and Survivor Annuity shall
be equal to
( ) 50% ( ) 66-2/3% ( ) 100%
of the annuity payable during the joint lives of the Participant and
the Participant's spouse.
XIV. OPTIONAL FORMS OF BENEFIT
The following optional forms of benefit shall be available in addition
to the optional forms of benefit available under Section 9.4 of the
Plan:
( ) ____________________________________________________________________
____________________________________________________________________
[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 may not be eliminated, unless permitted by IRS regulations
sections 1.401(a)-(4) and 1.411(d)-4.]
XV. LIFE INSURANCE
Life insurance ( ) shall; ( ) shall not be a permissible investment.
XVI. PRE-RETIREMENT DEATH BENEFIT
If the Plan is not funded with life insurance, the pre-retirement death
benefit shall be:
( ) the Qualified Pre-retirement Survivor Annuity (the required
spousal benefit) only.
( ) The Actuarial Value of the Participant's Accrued Benefit. If the
Participant's Spouse is the Beneficiary, such benefit shall be
offset by the Actuarial Value of the Qualified Pre-retirement
Survivor Annuity.
If the Plan is funded with life insurance, the face amount of the
policies purchased will be [. . . .] (not to exceed 100) times the
Participant's anticipated monthly retirement benefit.
XVII. 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
is elected.)
XVIII. 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.
XIX. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived Accrued Benefit shall
be determined on the basis of the following schedule:
( ) 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.
( ) the Top Heavy Minimum Vesting Schedule selected in B.,
below.
( ) Other: [. . . .] (must be at least as favorable as any one
of the above 4 options).
AND
( ) Effective Date Vesting. Each Employee who is a Participant
on the Effective Date shall be 100% immediately vested.
B. Top Heavy Minimum Vesting Schedule.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
( ) 100% immediately vested after [. . . .] (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.
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 6.5 of the Plan applies.
XX. LOANS
Loans ( ) shall; ( ) shall not be permitted.
XXI. EXCESS ASSETS
Following a complete termination of the Plan by the Employer, any
assets which remain after provisions have been made to satisfy all
liabilities of the Plan to Participants and Beneficiaries
( ) shall revert to the Employer in cash.
( ) shall be allocated among Participants on a uniform and
non-discriminatory basis, subject to the limitation on
benefits of Section 8.1 of the Plan.
Note: If this is an amendment and restatement of an existing Plan
which did not previously provide for a reversion, an election that
excess assets revert to the Employer shall not be effective before the
end of the 5th calendar year following the date of this Adoption
Agreement.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XV of the Plan shall always apply.
( ) The provisions of Article XV of the Plan shall only apply in
Plan Years after 1983, during which the Plan is or becomes
Top-Heavy.
B. Minimum Benefit
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01003, 01004, 01005 and/or 01006 in addition
to this Plan and the definition of "Eligible Employee" in all
paired plans is identical, then Non-Key Employees who are
Participants in this Plan shall receive the minimum Top Heavy
benefit accrued under this Plan and shall receive no minimum
allocation under the paired defined contribution plan or plans.
If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the Employer,
other than a paired plan of the Sponsor, 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 qualified defined contribution plan.
C. Determination of Present Value
For purposes of establishing present value to compute the
Top-Heavy Ratio, any benefit shall be discounted only for
mortality and interest based on the following:
( ) Interest Rate [....]% (must be between 7 1/2% and 8 1/2% if the
plan provides for permitted disparity under section 401(l) of the
Code).
Mortality table: [....] (must be standard mortality table as
described in section 1/401(a)(4)-12 of the Income Tax regulations
if the plan provides for permitted disparity under section 401(l)
of the Code).
( ) The Interest Rate(s) and Mortality Table specified under
Section 1.2 of the Plan
D. Valuation Date
For purposes of computing the Top-Heavy Ratio, the Valuation Date
shall be one of the following:
( ) the first day of the Plan Year
( ) the last day of the Plan Year
( ) [....]
[Note: The date selected must be the same date used for
computing Plan costs for minimum funding, regardless of whether a
valuation is performed that year.]
XIX. LIMITATION ON BENEFITS
If the Employer maintains or has ever maintained another qualified
plan (other than the Sponsor's paired defined contribution plan number
01001, 01003, 01004, 01005 and/or 01006) 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(1)(2) of the
Code, under which amounts are treated as Annual Additions with respect
to any Participant in the Plan. (If the Employer maintains only
paired plans of the Sponsor this Section should not be completed.)
(a) If a Participant is, or ever has been, covered under another
qualified defined benefit plan maintained by the Employer, annual
benefits shall be limited to comply with section 415(b) of the
Code:
( ) by freezing or reducing Annual Benefits under this Plan.
( ) by freezing or reducing Annual Benefits in the other
qualified defined benefit plan.
(b) If a Participant is, or has ever been, a participant in one or
more qualified defined contributions plans maintained by the
Employer, the "1.0" aggregate limitation of section 415(e) of the
Code shall be satisfied by:
( ) freezing or reducing Annual Benefits under this Plan.
( ) freezing or reducing the Annual Additions under the defined
contribution plan or plans.
XX. PRE-TERMINATION RESTRICTIONS
The pre-termination restrictions in Section 8.3 of the Plan will be
effective [ / / ] (no later than the first day of the 1994 plan
year).
XXI. 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.
XXII. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as
defined in section 419(e) of the Code, which provides post-retirement
medical benefits allocated to separate accounts for Key Employees, as
defined in section 419(d)(3) of the Code, or an individual medical
account, as defined in section 415(1)(2) of the Code) in addition to
this Plan (other than the Sponsor's paired defined contribution plan
number 01001, 01003, 01004, 01005 or 01006 may not rely on the opinion
letter issued by the National Office of the Internal Revenue Service
as evidence that this Plan is qualified under section 401 of the Code.
If an Employer who adopts or maintains multiple plans wishes to obtain
reliance that his or her plans are qualified, application for a
determination letter should be made to the appropriate key district
office of the Internal Revenue Service.
In addition, the Employer may rely upon the opinion letter issued by
the national Office of the Internal Revenue Service only if the plan
adopted by the Employer satisfies one of the safe-harbors provided in
regulations under section 401(a)(26) of the Code with respect to its
prior benefit structure or is deemed to satisfy section 401(a)(26)
under such regulations.
If the employer wishes to obtain reliance that its plan is qualified,
the employer may request a determination from the appropriate Key
District Director with regard to its prior benefit structure.
The Employer may not be entitled to rely on the opinion letter issued
by the National Office in certain other circumstances, which are
specified in the opinion letter issued with respect to the plan or in
section 6 of Revenue Procedure 89-9, as amended.
XXIII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Benefit Plan, Basic Plan Document No. 02,
and the Dreyfus Trust Agreement all as amended from time to time. In
the event the Sponsor amends the Basic Plan Document or this Adoption
Agreement or discontinues this type of plan, it will inform the
Employer. The Sponsor, Dreyfus Corporation, is available to answer
questions regarding the intended meaning of any Plan provisions,
adoption of the Plan and the effect of an opinion letter at:
_________________________________________________________________________
_________________________________________________________________________.
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.
__________________________________________
Name of Business Entity
__________________________________________
Signature (Sole Proprietors only)
By:_______________________________________
Name and Title
(Corporations or Partnerships)
ATTEST:
_________________________________
Secretary (Corporations Only)
__________________________________________
Name of Trustee(s)
__________________________________________
Signature (Individual Trustee)
__________________________________________
Signature (Individual Trustee)
By:_______________________________________
Name and Title (Corporate Trustee only)
ADOPTION AGREEMENT
DREYFUS EASY STANDARDIZED/PAIRED PROTOTYPE
PROFIT SHARING PLAN
PLAN NUMBER 01006
IRS SERIAL NUMBER D262556a
The Employer named in section I.A. below hereby establishes or restates a
Profit Sharing Plan ("Plan") and Custodial Account appointing The Dreyfus
Trust Company as the custodian ("Custodian") under the related custodial
agreement ("Custodial Agreement"). The Custodial Account shall consist of
such sums as shall be paid to the Custodian, the investments thereof and
earnings thereon. The terms of the Plan 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 Custodial
Agreement, both as amended from time to time, which are hereby adopted and
incorporated herein by reference.
I. EMPLOYER DATA
A. Employer's Name: [....]
Address: [....]
B. The Employer is a ( ) partnership; ( ) sole proprietor.
C. IF this is a new Plan, the Effective Date of the Plan is: [....].
D. If this is an amendment and restatement of an existing Plan, enter
name of Plan [....] and date adopted [....]. The effective date
of the amended Plan is: [....]
II. ELIGIBILITY
Each Eligible Employee will be eligible to participate in this Plan,
except the following:
( ) Employees who have not attained the age of [....] (not to exceed
age 21).
( ) Employees who have not completed [....] Eligibility Years of
service. (May not exceed 2 years).
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Section
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code"), and
individuals considered employees of any such employer under section
414(n) or (o) of the Code.
III. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean age 59-1/2.
IV. EMPLOYER CONTRIBUTIONS
The Employer's contributions ( ) shall; ( ) shall not be made from its
current or accumulated Net Profits. (If left blank, contributions may
only be made from Net Profits).
The contribution will be an amount fixed by appropriate action of the
Employer and shall not be integrated with Social Security.
V. SURVIVOR ANNUITY REQUIREMENTS
Distribution of benefits upon retirement or death of a Participant
shall be subject to the Automatic Annuity rules of Section 8.2 of the
Plan.
VI. VESTING
Vesting shall be full and immediate.
VII. TOP-HEAVY RULE
A. Top-Heavy Status
The Top-Heavy provisions of Article XIII shall always apply.
B. Minimum Allocation
If the Employer has adopted Sponsor's paired defined contribution
plan number 01001, 01004 or 01005 in addition to this Plan, then
the minimum allocation required by Section 13.3 will be provided (
) under this Plan; ( ) under such other paired defined
contribution plan. If the Employer has adopted Sponsor's paired
defined benefit plan number 02001, then Participants in this Plan
(or another paired defined contribution plan) who are covered
under the paired defined benefit plan shall receive the minimum
top heavy benefit under the paired defined benefit plan and shall
receive no minimum allocation.
If a Participant in this Plan who is a Non-Key Employee is covered
under another qualified plan maintained by the Employer, other
than a paired plan of the Sponsor, 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.
( ) the Employer's qualified defined benefit plan.
( ) other: ______________________________________
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 and
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 [....]% Mortality Table [....]%
VIII. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than the Sponsor's paired defined contribution plan numbers
01001, 01004 or 01005 or the Sponsor's paired defined benefit plan
number 02001), in which any Participant in this Plan is (or was) a
Participant or could possibly become a Participant, the following
provision(s) must apply. 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. (If the
Employer maintains only paired plans of the Sponsor this Section should
not be completed.)
(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:
( ) in accordance with Sections 6.4(e) - (j) as though the other
plan were a Master or Prototype Plan.
( ) 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.
( ) 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: ________________________________________________
IX . INVESTMENTS
In accordance with the provisions of the Custodial Agreement, the
Employer hereby directs the Custodian to invest the assets of the Fund
as indicated per the attached Participant's Plans Detail form.
X. 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.
XI. RELIANCE ON PLAN QUALIFICATION
An Employer who has ever maintained or who later adopts any plan
(including, after December 31, 1985, a welfare benefit fund, as defined
in section 419(e) of the Code, which provides post-retirement medical
benefits allocated to separate accounts for Key Employees, as defined
in section 419A(d)(3) of the Code, or an individual medical account, as
defined in section 415(l)(2) of the Code) in addition of this Plan
(other than the Sponsor's defined contribution paired plan number
01001, 01004, or 01005 or the Sponsor's defined benefit paired plan
number 02001) may not rely on the opinion letter issued by the National
Office of the Internal Revenue Service as evidence that this Plan is
qualified under section 401 of the Code. If the Employer who adopts or
maintains multiple plans wishes to obtain reliance that his or her
plan(s) are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue.
XII. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document
No. 01, and the Dreyfus Custodial Agreement both as amended from time
to time. In the event the Sponsor amends Basic Plan Document No. 01 or
this Adoption Agreement or discontinues this type of plan, it will
inform the Employer. The Sponsor, The Dreyfus Corporation is available
to answer questions regarding the intended meaning of any Plan
provisions adoption of the Plan and the effect of an Opinion Letter at
000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000 [(516)
338-3418].
EMPLOYER ACCEPTANCE
By signing the Application you acknowledge that you have received and read
the Fund(s) current prospectus(es), the Dreyfus Easy Standardized/Paired
Retirement Plan and the attached Custodial Agreement. You accept the terms
of the Plan and Custodial Agreement and you appoint The Dreyfus Trust
Company to be Custodian.
____________________ _____
Employer's Signature Date
CUSTODIAN'S ACCEPTANCE
By signing here, The Dreyfus Trust Company accepts this Adoption Agreement
and its appointment as Custodian of your Dreyfus Easy Standardized/Paired
Retirement Plan. The Adoption Agreement will be maintained by The Dreyfus
Trust Company.
_________________________ ____
The Dreyfus Trust Company Date
Custodian
CUSTODIAL AGREEMENT
Dreyfus Easy Standardized/Paired Prototype
Defined Contribution Retirement Plans
Basic Plan Document No. 01
This Custodial Agreement is for use in connection with Dreyfus Easy
Standardized/Paired Prototype Money Purchase Plan (No. 01005) or Dreyfus
Easy Standardized/Paired Prototype Profit Sharing Plan (No. 01006). The
Employer named on the Adoption Agreement, by signing the Adoption Agreement,
hereby establishes a Custodial Agreement, and The Dreyfus Trust Company
(herein referred to as the "Custodian"), by countersigning the Adoption
Agreement, accepts the custodianship thereof upon the following conditions:
1. The Employer represents that the Employer is either a sole
proprietorship or a partnership.
2. The Custodial Agreement is established solely for the purpose of
holding such cash or monetary contributions made by or on behalf
of participants in the Plan (the "Participants") as the Custodian
may receive from time to time from the Employer, rollover
contributions and transfers from other qualified retirement plans
(to the extent permitted under the Plan), and investments
purchased therewith pursuant to paragraph 5 hereof (the "Custodial
Account"). Contributions under the Plan shall be accepted by the
Custodian only when made through the Employer, and shall be
accompanied by written instructions from the Employer specifying
the Participant's account to which they are to be credited
(including the type of contribution being made) and the
investments to be acquired therewith. The Custodian shall hold
and treat the contributions made by or on behalf of each
Participant as a separate account under the Agreement. The
Custodian shall have no obligation to verify the allowability or
amount of contributions and may rely solely on the representations
of the Employer with respect thereto.
3. The Custodian shall make such distributions (including transfers
to a qualified retirement plan or an individual retirement
account) as the Employer shall direct in writing. Such directions
shall specify whether the distribution is a normal distribution
(i.e., a distribution on or after age 59-1/2), a premature
distribution (i.e., a distribution before age 59-1/2), on account of
the death or disability of the Participant, a return of an excess
contribution and such other information as the Custodian may
require in order to accurately report the nature of the
distribution to the appropriate governmental authorities. At no
time shall it be possible for any part of the assets of the
Custodial Account to be used for or diverted to purposes other
than for the exclusive purpose of providing benefits to
Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan. In connection with the making
of any distributions, the Custodian may rely solely on the
accuracy of all facts supplied at any time by the Employer,
including any written designation of beneficiary. If
distributions are to be made in the form of a joint and survivor
or pre-retirement survivor annuity, such instructions, shall
specify the amount to be applied to the purchase of such an
annuity contract from an insurance company. In the case of a
direction to distribute in a form other than an annuity or to a
beneficiary other than the Participant's spouse, the Employer
shall be deemed to certify that the directed distribution complies
with the distribution rules applicable thereto and that where
applicable, it has received a validly executed spousal consent to
the distributions in the form or to the person to whom
distribution is directed. Prior to making any distribution, the
Employer shall supply the Custodian with such documentation as it
may reasonably require including documentation with respect to any
estate or other inheritance taxes which may be due on the
Participant's death. In making such distributions upon death, the
Custodian may retain a reserve for taxes and expenses in
accordance with the rules of paragraphs 9 and 10 hereof.
4. The Employer shall file all beneficiary designations and changes
thereof with the Custodian. To be effective, any designation or
change of designation must be received by the Custodian prior to
the death of the Participant. In the event that there is no such
beneficiary designation on file with the Custodian or if all
beneficiaries have predeceased the Participant, the Custodian
shall make distributions to such persons and in such amounts as
may be specified in writing by the Employer.
5. The amount of each contribution credited to a Participant's
account shall be applied to the following in accordance with the
Employer's written instructions:
(a) Fund Shares: Shares of ownership in an investment company
registered under the Investment Company Act of 1940, as
amended, the shares of which are sponsored, managed, advised,
subadvised or administered by The Dreyfus Corporation (the
"Sponsor") or any of its affiliates, or shares in any other
investment company as may from time to time be offered by the
Sponsor (the "Fund"), in accordance with the respective
Fund's current prospectus and which the Custodian has agreed
to hold in the Custodial Account. (Such shares are referred
to herein as "Fund Shares").
(b) Other Investments: Other investments allowed by law, offered
by the Sponsor and which the Custodian has agreed in writing
with the Sponsor to hold in the Custodial Account. (Fund
Shares and such other investments are referred to
collectively as "Investments"). A receipt for each
contribution received and showing the investment thereof and
current status of the Custodial Account with respect to each
Participant shall be prepared by the Custodian and delivered
to the Employer. All dividends and capital gain
distributions received on the Fund Shares held by the
Custodian in Custodial Account shall be reinvested in
accordance with the respective Fund's current prospectus in
such shares and credited to such Account. The Custodian
shall furnish the Employer with a statement of the Custodial
Account with respect to each Participant (including a
statement as to each Participant's account) no less
frequently than once a calendar year which shall be deemed to
be the sole accounting by the Custodian necessary under this
Agreement. If the Custodian does not receive a written
objection to such accounting from the Employer within one
hundred eighty (180) days after the date the accounting is
sent by the Custodian, the Custodian shall be relieved from
all liabilities and responsibilities that may arise in
connection with any matters covered by the accounting.
6. Where the Employer allows, Participants may authorize and direct
the Custodian in writing to exchange any or all Fund Shares held
by the Custodian on behalf of such Participant, for any other
Fund Shares, subject to and in accordance with the terms and
conditions of any exchange privilege, including the telephone
privilege, offered with respect to Fund Shares. The Employer may
authorize an investment advisor to make such exchanges for all
accounts maintained under the Plan, if allowed by the Sponsor,
subject to and in accordance with such terms and conditions as may
be agreed upon in writing from time to time by the Sponsor and the
Custodian. If the Employer elects the telephone exchange
privilege or if the Employer in writing authorizes an investment
advisor to make exchanges as described above, the Custodian shall
be entitled to rely and act on telephone instructions reasonably
believed by it to be genuine, received from any person directing
the exchange of any or all Fund Shares held by the Custodian on
behalf of the Participant for any other Fund Shares as specified
in such telephonic instructions, provided that such Fund is
available for sale in the state of residence of the Participant.
The Custodian will employ reasonable procedures, such as
requesting a form of personal identification, to confirm that
telephonic instructions are genuine and, if it does not follow
such procedures, it may be liable for any losses due to
unauthorized or fraudulent instructions. It is understood and
agreed that the telephone exchange privilege is subject to the
limitation specified above. The Employer understands and agrees
that the Custodian, any Dreyfus Fund, the Sponsor or any
subsidiary of the Sponsor, or their respective officers and
employees, will not be held liable and will be fully protected by
the Employer against any loss, expense or cost (including
attorney's fees) arising out of any telephone exchange request
reasonably believed to be genuine. The Employer certifies and
agrees that the certifications, authorizations, directions and
restrictions contained herein will continue until the Custodian
receives written notice of any change or revocation. The Employer
agrees and understands that the Funds and the Custodian reserve
the right to refuse any telephonic instructions.
7. The Custodian shall be compensated for its services under this
Agreement in accordance with the fee schedule in effect from time
to time and shall be reimbursed for its expenses.
8. Any income tax or other taxes of any kind whatsoever that may be
levied or assessed upon or in respect to the Custodial Account
shall, unless allocable to a particular Participant's Account, be
charged proportionately to the accounts of all Participants held
under this Agreement. Any transfer taxes incurred in connection
with the investment and reinvestment of the assets of the
Custodial Account, all other administrative expenses incurred by
the Custodian in the performance of its duties, including fees for
legal services rendered to the Custodial Account and such
compensation to the Custodian as may be set forth in the fee
schedule attached to the Application as revised from time to time
by the Custodian shall, to the extent that they are not allocable
to a particular Participant's account under this Agreement, be
allocated proportionately to the accounts of all Participants held
under this Agreement.
9. The Employer shall at any time have the right to remove the
Custodian by delivering to it a notice in writing to that effect
which notice shall also designate a successor custodian. Upon
receipt by the Custodian of written acceptance by the successor
custodian of its appointment, the removal of the Custodian shall
be effective and the Custodian shall forthwith transfer and pay
over to such successor custodian the assets of the Custodial
Account and such records pertaining thereto as the successor
custodian may reasonably request in writing. The Custodian may,
however, reserve such Fund Shares as may be required for the
payment of all its fees, compensation, costs and expenses and for
the payment of all liabilities of or against the assets of the
Custodial Account or Custodian and where necessary may liquidate
such reserved Fund Shares. Any balances of such reserve remaining
after the payment of all such items shall be paid over to the
successor custodian. Any successor custodian must meet the
applicable requirements of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") and the Internal Revenue Code of
1986, as amended (the "Code").
10. The Custodian shall at any time have the right to resign as
custodian under this Agreement by written notice to the Employer,
which shall be effective 90 days after it is sent. Upon receipt
by the Custodian of written acceptance by a successor custodian of
such appointment, the Custodian is authorized to act in the same
manner as provided in paragraph 9 hereof. In the event the
Employer fails to appoint a successor custodian, the Custodian
will terminate the account in a manner consistent with the Code.
11. The Custodian shall keep accurate and detailed accounts of all
contributions, receipts, investments, distributions, disbursements
and all other transactions. The Custodian shall prepare and file
such reports and returns as required of a custodian under ERISA or
the Code.
12. The Custodian shall mail to the Employer all notices,
prospectus(es), financial statements, proxies and proxy soliciting
material relating to the Investments held hereunder except in
accordance with the written instructions of the Employer.
13. At no time shall it be possible for the Custodian to knowingly
engage in any transaction which is prohibited by section 4975 of
the Code, or section 406 of ERISA.
14. Upon written request of the Employer, the Custodian shall return
any contribution made by the Employer because of a mistake of
fact; because it is conditioned upon the Plan's initial
qualification under the Code and the Plan is determined to be
disqualified; or because it is conditioned upon deductibility
under section 404 of the Code and a deduction is disallowed for
such contribution, within one year of the mistaken contribution,
the date the initial qualification of the Plan is denied or the
date the deduction is disallowed, respectively. The Custodian
shall be under no obligation to inquire as to the facts
surrounding any requested return and may rely on the Employer's
written representations with respect thereto.
15. The Custodian shall be under no duties whatsoever except such
duties as are specifically set forth as such in this Custodial
Agreement, and no implied covenant or obligation shall be read
into this Custodial Agreement against the Custodian. The Employer
shall have the sole authority and responsibility for the
enforcement or defense of the terms and conditions of the
Custodial Agreement against or on behalf of any person or persons
claiming any interest in the Custodial Account.
16. If the Employer is a partnership, upon the death of the last
surviving partner, the legal representative of such partner's
estate shall be deemed to be the Employer under this Agreement.
Upon the death of the Employer if the Employer is a sole
proprietorship, the legal representative of such Employer's estate
shall be deemed to be the Employer under this Agreement.
17. The Custodian reserves the right to amend all or part of the terms
of this Custodial Agreement upon written notice to the Employer in
any manner which would not disqualify the Custodial Agreement from
complying with sections 401 and 501 of the Code.
18. The Custodian may employ such agents, experts and counsel as it
may, from time to time, deem necessary or appropriate and may
delegate discretionary responsibilities thereto. The reasonable
fees and expenses of such agents, experts and counsel shall be
charged to the Custodial Account in accordance with paragraph 8 of
this Agreement.
19. The Custodian shall be liable only for its negligence or willful
misconduct in performing or failing to perform the terms of the
Custodial Agreement, and the Custodian shall not be liable for any
action, or failure to act, it shall take when such action or
failure to act is in accordance with the instructions of the
Employer or the Sponsor, or is in accordance with the terms and
conditions of the exchange privilege, including the telephone
exchange privilege, offered with respect to Fund Shares. The
Custodian shall not be required to give bond or security for the
performance of its duties. The Employer shall fully indemnify and
hold harmless the Custodian from any liability, cost or expense
(including attorney's fees), incurred in connection with the
Custodial Agreement, except that which may arise from the
negligence or willful misconduct of the Custodian.
20. The Employer understands that neither the Sponsor nor the
Custodian will render legal or tax advice and states that it has
consulted legal and tax counsel to the extent necessary.
21. This Custodial Agreement shall be construed, administered and
enforced according to the law of the State of New York, except to
the extent preempted by ERISA. In the event of any conflict
between the terms of the Plan and the terms of the Custodial
Agreement, the terms of the Custodial Agreement shall control.
DREYFUS TRUST AGREEMENT
THIS TRUST AGREEMENT is made by and between the Employer whose name is set
forth on the attached adoption agreement (the "Adoption Agreement") and the
person designated as Trustee in the Adoption Agreement (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Employer has adopted the qualified employee retirement plan
described in the Adoption Agreement (the "Plan") for the exclusive benefit
of its employees who are participants in such Plan (collectively the
"Participants" and individually a "Participant") and their beneficiaries;
and
WHEREAS, the Employer desires to appoint the Trustee as a "nondiscretionary
trustee" (within the meaning of Section VI(g) of Prohibited Transaction
Class Exemption 77-9 under Section 408(a) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) for the limited purposes
hereinafter set forth; and
WHEREAS, the Trustee desires to act as such a nondiscretionary trustee of
the Plan for the limited purposes hereinafter set forth;
NOW, THEREFORE, the Employer hereby establishes a fund with the Trustee that
shall be held, managed and controlled by the Trustee without distinction
between principal and income (the "Trust Fund") upon the terms and
conditions hereinafter set forth:
ARTICLE 1
CONCERNING THE TRUST FUND
Section 1.1. The Plan, this Trust Agreement and the Trust Fund created
hereunder are intended to meet all the applicable requirements of Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and ERISA. The Employer assumes full responsibility to establish
and maintain the Plan as a plan meeting the qualification requirements of
Section 401(a) of the Code and hereby agrees to notify the Trustee promptly
in the event of any change in such qualified status. Copies of all
documents related to the Plan including, without limitation, the Plan,
amendments to the Plan and the most recent determination letter received
from the Internal Revenue Service with respect to the Plan (or an opinion of
counsel satisfactory to the Trustee as to the plan's qualified status), upon
request will be provided to the Trustee by the Employer.
Section 1.2. The Employer certifies and represents to the Trustee that
there are no duties imposed on the Trustee under the terms of the Plan that
are not consistent with the provisions of this Trust Agreement.
Section 1.3. The Trustee agrees to accept contributions that are paid to it
by the Employer (as well as rollover contributions and transfers from other
qualified retirement plans) in accordance with the terms of the Plan. The
Trustee shall be entitled to rely upon the determination of the fiduciary
named in the Plan as having the authority to control and manage the
administration of the Plan and its delegates, designees, agents and
employees (the "Committee") that all assets received by the Trustee are
properly contributed or transferred in accordance with the terms of the
Plan. Such contributions shall be in cash or in such other form that may be
acceptable to the Trustee. All contributions received by the Trustee and
all other receipts of the Trustee, whether by way of dividends, interest or
otherwise, for the account of the Trust Fund shall be held, managed and
controlled by the Trustee pursuant to the terms of this Trust Agreement
without distinction between principal and income and may be commingled, and
held and invested and, with all disbursements therefrom, accounted for by
the Trustee, as a single fund. The Employer hereby agrees that the Employer
and the Committee shall have the exclusive responsibility, and the Trustee
shall not have any responsibility or duty under this Trust Agreement, to
determine whether the amount, timing and type of any contribution by the
Employer or any Participant is in accordance with the terms of the Plan or
applicable law, or for the collection of any contributions under the Plan.
Section 1.4 The Trustee, solely from assets held in the Trust Fund, shall
make payments in such amounts and for such proper purposes as may be
specified in the Committee's Directions (as defined in Section 2.1 herein).
The Employer hereby agrees that the Committee shall have the exclusive
responsibility, and the Trustee shall not have any responsibility or duty,
under this Trust Agreement for determining that the Committee's Directions
are in accordance with the terms of the Plan and applicable law, including
without limitation, determining the amount, timing or method of payment or
the identity of each person to whom such payments shall be made. The
Trustee shall have no responsibility or duty to determine the tax effect of
any payment or to see to the application of any payment, but shall be
responsible for the proper application of amounts withheld from
distributions for payment of taxes to the appropriate authorities.
Section 1.5. The Trustee shall have no duties or obligations with respect
to the Trust Fund unless such duties or obligations have been specifically
undertaken by the Trustee by the express terms of the Trust Agreement or
except to the extent such duties or obligations are required under
applicable laws.
ARTICLE II
INVESTMENT AND ADMINISTRATION OF THE FUND
Section 2.1.1. In accordance with the provisions of ERISA, the Trustee
shall have exclusive authority and discretion to manage and control the
Trust Fund; provided, however, that the Trustee's authority and discretion
with respect to the Trust Fund shall at all times, except to the extent that
an Investment Manager has been appointed pursuant to Section 2.5, be subject
to the proper, written directions of the Committee which are made in
accordance with the terms of the Plan and which are not contrary to ERISA
(the "Committee's Directions"). The Trustee shall be entitled to rely
entirely on the Committee's Directions, shall be under no duty to determine
or make inquiry whether the Committee's Directions received by it are in
accordance with the provisions of the Plan or applicable law, and shall have
no liability and shall be fully indemnified by the Employer for any action
taken in accordance with, or any failure to act in the absence of, the
Committee's Directions.
Section 2.1.2. If the Committee advises the Trustee that the Plan provides
for individual accounts and permits each Participant to direct the
investment of the assets in the Participant's account, then, pursuant to the
Committee's Directions, the Trustee shall invest the assets in such account
among the investment options established pursuant to Section 2.3 as directed
by each such Participant in accordance with such procedures as are
acceptable to the Trustee. If such procedures include the effecting of
exchanges among the investment options established pursuant to Section 2.3
or otherwise directing the investment of the assets allocated to a
Participant's account by use of the telephone system maintained for such
purpose by the trustee or its agent, the Trustee shall be entitled to rely
on any telephonic direction reasonably believed by it to be genuine from any
person representing himself or herself to be a Participant directing the
investment of assets in his or her account, provided that the Trustee
employs reasonable procedures for processing such directions, such as
requiring a form of personal identification, to confirm that telephonic
directions are genuine. If the Trustee does not follow such procedures, it
may be liable for any losses due to processing unauthorized or fraudulent
directions. Subject to the foregoing, the Trustee shall be entitled to rely
entirely on Participants' directions, shall be under no duty to determine or
make inquiry whether Participants' directions are in accordance with the
provisions of the Plan or applicable law, and shall have no liability and
shall be fully indemnified by the Employer for any action taken in
accordance with, or any failure to act in the absence of, Participants'
directions.
Section 2.2 Except to the extent an Investment Manager has been appointed
pursuant to Section 2.5, the Committee shall have authority and discretion
to select the nature and amount of the investments to be made under the
Plan. Subject to Section 2.5, the Trustee shall invest, reinvest and
dispose of the assets comprising the Trust Fund in accordance with the
Committee's Directions. The Committee shall exercise such authority and
discretion solely in the interest of the Participants and their
beneficiaries and (1) for the exclusive purpose of (a) providing benefits to
the Participants and their beneficiaries and (b) defraying reasonable
expenses of administering the Plan, (2) with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, (3) by
diversifying the investments of the Plan so as to minimize the risk of large
losses, unless under the circumstances it is clearly prudent not to do so
and (4) in accordance with the terms of the Plan and with applicable law.
The Trustee shall have no duty hereunder to review the investments held in
the Trust Fund. The Trustee shall not make suggestions or otherwise render
investment advice to the Committee or any Participant with respect to
investment, reinvestment, or disposition of assets held in the Trust Fund.
Section 2.3. Except to the extent required under applicable law, the
authority and discretion of the Trustee with respect to the Trust Fund shall
be limited to the following nondiscretionary powers which, with the
exception of those powers set forth in Section 2.3(0), shall be exercised
solely in accordance with the Committee's Directions or, to the extent
provided in Section 2.1.2, the directions of Participants or, to the extent
provided in Section 2.5, the directions of an Investment Manager:
(a) To open and maintain accounts for the Plan, and to the extent that
the Plan is a "defined contribution plan" (within the meaning of
Section 3(34) of ERISA), individual accounts for each of the
Participants.
(b) To receive contributions from the Employer and to credit
contributions made by the Employer to the individual accounts of
Participants established pursuant to paragraph (a) above.
(c) To invest contributions made by the Employer and other assets of
the Plan in shares of any investment company sponsored, managed,
advised, administered or distributed by The Dreyfus Corporation or
any of its affiliates (the "Dreyfus Funds"), in equity securities
issued by the Employer or an affiliate which are publicly traded
and which are "qualifying employer securities" within the meaning
of Section 407(d)(5) of ERISA ("Employer Stock"), in any
collective investment fund maintained by a bank or trust company
as a "group trust" for the collective investment of employee
benefit plans qualified under Section 401(a) of the Code, and such
other investments as may be acceptable to the Trustee and as
agreed to in writing by The Dreyfus Corporation ("Sponsor") and
the Committee (the Dreyfus Funds and such other investments shall
be collectively referred to as the "Investments"); and to reinvest
dividends and other distributions in the Dreyfus Funds or other
Investments provided, however, that if the Plan is established
pursuant to one of the Sponsor's prototype plan documents,
investments shall be subject to such investment limitations or
minimum requirements for investments in Dreyfus Funds as may be
imposed by the Sponsor. The Employer hereby agrees that the
Trustee shall not be restricted in making such investments to
investments that are authorized by governing state laws (as
determined under Section 9.5) for the investment of trust funds.
If Plan assets are invested in any group trust, the terms of the
group trust agreement or other governing document are hereby
incorporated by reference and made a part of the Trust Agreement
as long as the group trust remains exempt from taxation under
Section 501(a) of the Code. The Trustee shall not be responsible
in any way respecting the form, terms, payment provisions or
issuer of any insurance contract which it is directed to purchase
and/or hold to provide for the payment of benefits, or for
performing any functions under any such insurance contract which
it may be directed to purchase and/or hold as contract holder
thereunder (other than the execution of any documents incidental
thereto and transfer or receipt of funds thereunder in accordance
with the Committee's Directions).
(d) To redeem, transfer or exchange shares of the Dreyfus Funds, to
sell, exchange, convey, transfer or otherwise dispose of any other
Investments; and to make, execute and deliver to the purchasers
thereof good and sufficient legal documents of conveyance
therefor, and all assignments, transfers and other legal
instruments, either necessary or convenient for passing the title
and ownership of the Investments, and no person dealing with the
Trustee shall be bound to see to the application of the purchase
money or to inquire into the validity, expediency or propriety of
any such sale or disposition.
(e) To make distributions from the Trust Fund to Participants and
their beneficiaries.
(f) To deliver notices, prospectuses and proxy statements to
Participants or to the Employer, and to vote in person or by proxy
with respect to any securities held by the Trust Fund in
accordance with the written directions of the Committee or of the
Participants, as the case may be; and in accordance with such
power, to exercise subscription, conversion and other rights and
options and to take action or refrain from taking any action with
respect to any reorganization, consolidation, merger, dissolution
or other recapitalization or refinancing to the extent that the
exercise of such rights and options or the taking or refraining
from such actions may be deemed by the Trustee to be necessary or
proper to protect the best interests of the Trust Fund.
(g) To maintain records of contributions, investments, distributions
and other transactions, and to report such transactions to the
Employer or such other persons as may be designated by the
Employer.
(h) To make necessary filings with the Internal Revenue Service, the
Department of Labor and other governmental agencies.
(i) To hold any part of the Trust Fund in cash or cash balances.
(j) To hold custody of the assets of the Plan; and with respect to any
such assets held in custody by the Trustee, to cause any
investment of the Trust Fund to be registered in the name of the
Trustee or the name of its nominee or nominees or to retain such
investment unregistered or in a form permitting transfer by
delivery, provided that the books and records of the Trustee shall
at all times show that all such investments are part of the Trust
Fund.
(k) To apply for, purchase, hold or transfer any life insurance,
retirement income, endowment or annuity contract.
(l) To consult and employ any suitable agent(s) to act on behalf of
the Trustee and to contract for legal, accounting, clerical and
other services deemed necessary by the Trustee to administer the
Trust Fund according to the terms of this Trust Agreement and the
instructions of the Committee.
(m) To make loans from the Trust Fund to Participants in amounts and
on terms approved by the Committee; and Employer hereby agrees
that the Committee shall have the sole responsibility, and the
Trustee shall not have any duty or responsibility, for computing
and collecting any loan repayments required to be made under the
Plan.
(n) To pay from the Trust Fund all taxes imposed or levied with
respect to the Trust Fund or any part thereof under existing or
future laws, and to contest the validity or amount of any tax,
assessment, claim or demand respecting the Trust Fund or any part
thereof.
(o) To pay out of the Trust Fund (i) all brokerage fees and transfer
tax expenses and other expenses incurred in connection with the
sale or purchase of investments, (ii) the Trustee's compensation
and (iii) all other expenses of administering the Plan and the
Trust Fund including, without limitation, any payments authorized
by Section 1.4 of this Agreement, unless promptly paid to the
Trustee, or otherwise, by the Employer. The Trustee shall have
the authority to pay all fees and expenses described in this
Section 2.3(0) out of the Trust Fund in the event such fees and
expenses are not promptly paid by the Employer and the Trustee is
not in receipt of Committee Direction to make such payments.
(p) To do all such acts, and to exercise all such rights and
privileges, although not specifically mentioned herein, as the
Trustee may deem necessary or proper to carry out any of the
nondiscretionary powers set forth herein or otherwise in the best
interests of the Trust Fund and required by applicable law.
Section 2.4. Investments in Employer Stock shall be subject to the
following notwithstanding any other provision in this Trust Agreement:
(a) In accordance with the Committee's Directions, the Trust Fund may
be invested in Employer Stock without regard to the ten percent
(10%) limitation with respect to the acquisition and holding of
employer securities set forth in Section 407(a)(2) of ERISA if the
Plan qualifies as an "eligible individual account plan" under
Section 407(d)(3) of ERISA.
(b) The Committee shall be responsible for determining the
appropriateness under the fiduciary responsibility and other
applicable provisions of ERISA of acquiring and holding Employer
Stock. The Trustee shall not be liable for any loss, or by reason
of any breach, which arises from following directions with respect
to the acquisition and holding of Employer Stock.
(c) Subject to the provisions of Section 2.4(d), the Trustee shall
purchase and sell Employer Stock in accordance with such
procedures and guidelines as annexed hereto as Schedule A.
(d) At the Committee's Directions, the Trustee shall purchase or sell
Employer Stock on the open market or from or to the Employer. In
addition, the Employer may contribute Employer Stock in lieu of
cash to the Trust Fund. In the event the Trustee uses one of its
affiliates to effect the purchase or sale of Employer Stock, the
Trustee and such affiliate shall comply with the provisions of
Prohibited Transaction Class Exemption 86-128. In the event that
the Committee directs the Trustee to use a particular broker or
dealer to effect the purchase or sale of Employer Stock, the
Committee shall represent to the Trustee that such direction (i)
is for the exclusive benefit of Participants and Beneficiaries of
the Plan, and (ii) shall not constitute, or cause the Trust Fund
to be engaged in, a "prohibited transaction" as defined in Section
406 of ERISA. In the event the Trustee purchases or sells
Employer Stock from or to the Employer, such purchase or sale
shall be for "adequate consideration" as defined in Section 3(18)
of ERISA and no commission shall be charged. In the event that
the Employer contributes Employer Stock in lieu of cash to the
Trust Fund, such transfer shall be for "adequate consideration" as
defined in Section 3(18) of ERISA and no commission shall be
charged.
(e) The Employer represents and warrants that it has filed and will
file with the Securities and Exchange Commission and with all
applicable state agencies or authorities all required registration
statements relating to shares of Employer Stock and other
interests which may be issued under the Plan. The Employer
acknowledges that it is and shall be responsible for, and that the
Trustee shall not be responsible for, preparing or filing such
registration statements or for the accuracy of statements
contained therein, or for preparing or filing any other reports,
statements or filings required under federal or state securities
laws with respect to the Trust Fund's investment in Employer
Stock.
(f) The Employer shall provide the Trustee with a copy of all proxy
solicitation materials proposed to be sent to stockholders at
least (7) days before the materials are sent to stockholders or if
the issuer of Employer Stock held in the Trust Fund files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Employer shall cause a copy of all
materials to be simultaneously sent the Trustee. The Trustee, in
its discretion, may prepare or amend any proxy voting form sent to
Participants. The Trustee shall determine which of the procedures
set forth in subparagraph (f)(i) or subparagraph (f)(ii) are to be
followed in sending proxy solicitation materials, including any
amended or supplemental materials, to Participants.
(i) The Trustee shall provide the Employer or its designee with
mailing labels and proxy labels for each Participant to whose
account shares of Employer Stock (both vested and non-vested)
are credited. Proxy labels so provided shall indicate the
number of shares (including fractional interests in shares)
of Employer Stock credited to each Participant's account
(both vested and non-vested). At the time of mailing of
notice of each annual or special stockholders' meeting of the
issuer of Employer Stock, the Employer or its designee shall
cause a copy of the notice, all proxy solicitation materials,
and all other materials to be sent to stockholders to be sent
to each affected Participant. The Employer shall provide the
Trustee with a copy of all materials provided to Participants
and shall certify to the Trustee that the materials have been
mailed or otherwise sent to each affected Participant.
(ii) The Employer shall provide the Trustee with such quantities
of the notice of meeting, all proxy solicitation materials
and all other materials to be sent to stockholders as may be
requested by the Trustee. At the time of mailing of notice
of each annual or special stockholders' meeting of the issuer
of the Employer Stock, the Trustee or its designee shall send
a copy of such materials and a voting instruction form
prepared by the Trustee to each affected Participant.
The proxy voting form shall be returnable to the Trustee or its
designee. Each Participant shall be entitled to direct the
Trustee by means of the proxy voting form as to the voting of
shares (including fractional interests in shares) of Employer
Stock credited to such Participant's account (both vested and non-
vested). Upon timely receipt of the proxy voting form, the
Trustee shall vote the shares of Employer Stock as instructed.
Instructions received by the Trustee from Participants shall be
held by the Trustee in strict confidence and shall not, except as
may be required by law, be divulged or released to any person
including officers or employees of the Employer or members of the
Committee; provided, however, that the Trustee may advise the
Employer, upon request, of the total number of votes that have
been cast with respect to a particular issue. The Trustee shall
not make recommendations to Participants on whether to vote or how
to vote shares of Employer Stock. The Trustee shall not vote
shares of Employer Stock credited to a Participant's account for
which it has not received instructions from the Participant. The
Trustee shall not be obligated to solicit a response from
Participants from whom it has not received instructions. The
Trustee shall vote shares of Employer Stock not credited to
Participants' accounts in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it
received voting instructions from Participants.
(g) In the event of a tender or exchange offer for any Employer Stock
held in the Trust Fund, the Trustee shall use its best efforts to
distribute or cause to be distributed to each affected Participant
in a timely manner all information and materials that are
distributed to the stockholders of the issuer of the Employer
Stock in connection with the offer and directions as to how the
Participant may instruct the Trustee whether or not to tender or
exchange the Employer Stock credited to the Participant's account
(both vested and non-vested). Alternatively, the Trustee may
agree that the notification of Participants and distribution of
the information, materials and directions described above are to
be effected by the Employer or its designee. In such event, the
Employer shall provide the Trustee with a copy of all information,
materials and directions provided to Participants and shall
certify to the Trustee that the information, materials and
directions have been mailed or otherwise sent to each affected
Participant. The Trustee, in its discretion, may prepare or amend
any instruction form sent to Participants. Instructions shall be
returnable to the Trustee or its designee. Each Participant shall
be entitled to direct the Trustee to tender or exchange shares
(including fractional interest in shares) of Employer Stock
credited to such Participant's account (both vested and non-
vested). Upon timely receipt of instructions, the Trustee shall
act with respect to Employer Stock as instructed. Instructions
received by the Trustee from Participants shall be held by the
Trustee in strict confidence and shall not, except as may be
required by law, be divulged or released to any person including
officers or employees of the Employer or members of the Committee;
provided, however, that the Trustee may advise the Employer, upon
request, of the total number of shares of Employer Stock that have
been tendered or exchanged. The Trustee shall not make
recommendations to Participants on whether to tender or exchange.
The Trustee shall not tender or exchange shares of Employer Stock
credited to a Participant's account for which it has not received
instructions from the Participant. The Trustee shall not be
obligated to solicit a response from Participants from whom it has
not received instructions. The Trustee shall tender or exchange
that number of shares of Employer Stock not credited to
Participants' accounts which is determined (after giving effect to
the withdrawal of any shares of Employer Stock before the
expiration of the offer or any earlier date set by the Trustee) by
multiplying the total number of shares of Employer Stock not
credited to Participants' accounts by a fraction of which the
numerator is the number of shares of Employer Stock credited to
Participants' accounts for which the Trustee has received
instructions from Participants to tender or exchange and of which
the denominator is the total number of shares of Employer Stock
credited to Participants' accounts. A Participant who has
instructed the Trustee to tender or exchange shares of Employer
Stock credited to such Participant's account may, at any time
prior to the expiration of the offer or any earlier date set by
the Trustee, instruct the Trustee to withdraw a specified number
of shares from the offer. A Participant shall not be limited as
to the number of instructions that the Participant may give to the
Trustee. If a Participant instructs the Trustee to tender or
exchange shares of Employer Stock credited to the Participant's
account, the Trustee shall credit to each account of such
Participant from which the shares were taken the consideration
received by the Trustee for the shares of Employer Stock tendered
or exchanged from that account. Pending receipt of Committee
Directions or, to the extent provided in Section 2.1.2 of the
Trust Agreement, instructions from the Participant as to the
investment of such proceeds, the Trustee shall invest any cash
consideration in such money market mutual fund as is designated in
writing by the Committee.
(h) For purposes of this Section 2.4, the number of shares of Employer
Stock deemed "credited" to a Participant's account shall be
determined as of the last preceding valuation date for which an
allocation has been completed and Employer Stock has actually been
credited to Participants' accounts. The Trustee may, in its
discretion, require a special valuation of Participant accounts
and crediting of Employer Stock.
(i) In the event that the Trustee, in its discretion, determines that
time constraints make it unlikely that Participant voting or
tender or exchange instructions can be received in a timely
fashion, the Trustee shall notify the Committee and the Committee
or its designee shall be responsible for such matter, and the
Trustee shall vote proxies or respond to a tender or exchange
offer in accordance with the Committee's Directions.
(j) All costs incurred by the Trustee in handling proxy and tender or
exchange offer matters, including without limitation all costs
associated with the printing and mailing of Participant
instruction forms and other materials and attorneys' fees, shall
be expenses of the Trust Fund within the meaning of Section 6.1 of
the Trust Agreement.
Section 2.5. If permitted by the Plan, the Employer or the Committee may
appoint one or more investment managers within the meaning of Section 3(38)
of ERISA ("Investment Manager") to direct investments with respect to all or
part of the Trust Fund. Any Investment Manager so appointed shall be (i) an
investment adviser registered as such under the Investment Advisers Act of
1940, or (ii) a bank, as defined in that Act, or (iii) any insurance company
qualified to perform investment management services under the laws of more
than one state. Any Investment Manager so appointed shall, in writing,
certify to the Employer that it is qualified to act in such capacity under
clause (i), (ii) or (iii) of the preceding sentence, accept its appointment
as Investment Manager, acknowledge that it is a fiduciary with respect to
the Plan, and certify the identity of the person or persons authorized to
give instructions or directions on its behalf. The Employer shall certify
to the Trustee that it has appointed each Investment Manager in accordance
with the provisions of the Plan and ERISA, and instruct the Trustee as to
the portion of the Plan that is to be managed by each Investment Manager.
The Trustee may continue to rely upon all certifications and agreements made
under this Section 2.5 unless otherwise notified in writing by the Employer
or the Investment Manager, as the case may be. The Trustee shall be
entitled to rely entirely on an Investment Manager's directions, shall be
under no duty to determine or make inquiry whether an Investment Manager's
directions received by it are in accordance with the provisions of the Plan
or applicable law, and shall have no duty to review or recommend the sale,
retention, or other disposition of any asset purchased or retained in
accordance with an Investment Manager's directions. The Trustee shall have
no liability for any loss to the Trust Fund resulting from the purchase,
sale, or retention of any asset in accordance with an Investment Manager's
directions, or resulting from not having sold such assets so purchased or
retained in the absence of an Investment Manager's directions, to make such
sale or take any other action. The Trustee shall be fully indemnified by
the Employer for any action taken in accordance with, or any failure to act
in the absence of, an Investment Manager's directions.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1.1. The Trustee shall discharge its duties and responsibilities
under this Trust Agreement solely in the interest of Participants and their
beneficiaries, and
(a) for the exclusive purpose of providing benefits to the
Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
Section 3.1.2. In the event that the Employer designates The Dreyfus Trust
Company ("The Trust Company") as the Trustee in the Adoption Agreement
hereto, and the Trustee has been designated as an additional Trustee for the
Plan, The Trust Company as Trustee shall have no responsibilities other than
as set forth herein, and this Trust Agreement shall constitute a
supplemental trust agreement. The duties of The Trust Company shall be
limited to assets held in the Trust Fund, and The Trust Company shall have
no duties with respect to assets held by any other person including, without
limitation, any other trustee for the Plan. The Employer hereby agrees that
The Trust Company shall not serve as, and shall not be deemed to be, a
co-trustee under any circumstances.
Section 3.1.3. Subject to the limitations set forth in Section 3.1.2
herein, in the event that more than one individual Trustee has been
designated in the Adoption Agreement, the action of such individual Trustees
shall be determined by vote of the majority of such individual Trustees;
provided, however, that any one of such individual Trustees may execute any
applications for insurance or annuity contracts provided for herein and
documents necessary for the exercise of ownership rights thereunder and may
perform other such ministerial acts; and further provided, that the Trustees
may enter into an agreement allocating among themselves specific
responsibilities, obligations and duties.
Section 3.1.4. The Trustee shall be solely responsible for its own acts and
omissions. The Trustee shall have no duty to question, or otherwise inquire
into, the performance of another fiduciary with respect to duties allocated
to such other fiduciary under the Plan. The Trustee shall not be
responsible for the breach of any other such fiduciary unless the Trustee
(i) participates knowingly in, or knowingly undertakes to conceal, an act or
omission of such other fiduciary, knowing such act or omission is a breach,
(ii) has actual knowledge of a breach by such other fiduciary and fails to
make reasonable effort under the circumstances to remedy the breach or (iii)
has failed to perform its own specific fiduciary duties and thereby has
enabled another fiduciary to commit a breach.
Section 3.2. The Trustee shall keep full and accurate records of all
receipts, investments, disbursements and other transactions hereunder,
including such specific records as may be agreed upon in writing between the
Company, the Committee and the Trustee. All such records shall be open to
inspection during the Trustee's normal business hours by any authorized
representative of the Employer or the Committee upon reasonable prior notice
to the Trustee.
Section 3.3. Within 90 days after the end of each Plan Year, as that term
is defined in the Plan, or within 90 days after its removal or resignation,
or the termination of the Plan or this Trust Agreement, the Trustee shall
file with the Committee a written account of the administration of the Trust
Fund showing all transactions effected by the Trustee subsequent to the
period covered by the last such accounting, if any, to the end of such Plan
Year or date of such removal or resignation, or the termination of the Plan
or this Trust Agreement, and all property held at its fair market value at
the end of the accounting period. Upon approval of such accounting by the
Committee, neither the Employer nor the Committee shall be entitled to any
further accounting by the Trustee. The Committee shall approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within 60 days from the date on which the accounting is mailed to
the Committee and, in either case, the Trustee shall be forever released and
discharged from all liability and accountability with respect to the
propriety of its acts and transactions as to which the Committee shall
within such 60 day period file with the Trustee no such written objections.
Section 3.4. The Trustee may from time to time consult with counsel and
shall be entitled to rely entirely upon the advice of counsel with respect
to any act or omission.
Section 3.5. In the event of any disagreement resulting in conflicting
instructions to, or adverse claims or demands upon, the Trustee with respect
to payments or instructions, the Trustee shall be entitled, at its option,
to refuse to comply with any such instruction, claim or demand so long as
such disagreement shall continue, and in the exercise of such refusal, the
Trustee may elect not to make any payment or other disposition of assets
held pursuant to this Trust Agreement. The Trustee shall not be or become
liable in any way for its failure or refusal to comply with any such
conflicting instructions or adverse claims or demands, and it shall be
entitled to continue to refrain from acting until such conflicting or
adverse instructions, claims or demands (a) shall have been adjusted by
agreement and it shall have been notified in writing therefor or (b) shall
have been finally determined in a court of competent jurisdiction.
Section 3.6. The Trustee shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Trust Agreement or generally, and no waiver shall be valid unless it is
contained in a written instrument signed by the Trustee and only to the
extent expressly set forth therein. A waiver by the Trustee under the terms
of this Trust Agreement shall not be construed as a bar to, or waiver of,
the same or any other such right or remedy that it would otherwise have on
any other occasion.
Section 3.7. The Trustee will not be compelled to do any act under this
Trust Agreement or to take any action toward the execution or enforcement of
the Trust Fund created hereunder or to prosecute or defend any suit in
respect thereof, unless
indemnified by the Employer to its satisfaction against any loss, costs,
liability and expense; and the Trustee will be fully indemnified by the
Employer for any liability or obligation to any person that results from any
failure on the part of the Employer or the Committee to perform any of their
respective obligations under the Plan or under the terms of this Trust
Agreement, or for any error or omission whatsoever on the part of the
Committee or the Employer.
Section 3.8. Unless resulting from the Trustee's own gross negligence or
willful misconduct, the Employer shall indemnify the Trustee and save it
harmless from, against, for and in respect of any and all damages, losses,
obligations, liabilities, liens, deficiencies, costs and expenses
(including, without limitation, attorney's fees and other costs and expenses
incident to any suit, action, investigation, claim or proceedings) suffered,
sustained, incurred or required to be paid by the Trustee in connection with
the Plan or this Trust Agreement. The provisions of this Section 3.8 shall
survive termination of this Trust Agreement.
ARTICLE IV
PROHIBITION OF DIVERSION
Section 4.1. Except as provided in Section 4.2 herein, at no time prior to
the satisfaction of all liabilities with respect to Participants and their
beneficiaries under the Plan shall any part of the corpus or income of the
Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, or for defraying reasonable
expenses of administering the Plan.
Section 4.2.1. Notwithstanding the provisions of Section 4.1, but subject
to the provisions of Section 4.2.2 herein, contributions made by the
Employer under the Plan shall be returned to the Employer under the
following conditions and only as the Trustee is instructed in writing by the
Committee:
(a) If a contribution is made by mistake of fact, such contribution
shall be returned to the Employer within one year of the payment
of such contributions;
(b) To the extent that contributions to the Plan are specifically
conditioned upon their deductibility under the Code, and a
deduction is disallowed for any such contribution, it shall be
returned to the Employer within one year after the disallowance of
the deduction; and
(c) To the extent that contributions to the Plan are specifically
conditioned on initial qualification of the Plan under the Code,
and the Plan is determined to be disqualified, contributions and
the earnings thereon made in respect of any period subsequent to
the effective date of such disqualification shall be returned to
the Employer within one year after the date of denial of
qualification, provided that the Employer makes timely application
to the Internal Revenue Service for a determination of the
qualified status of the Plan.
Section 4.2.2 Earnings attributable to any contributions returned to the
Employer under Sections 4.2.1(a) and 4.2.1 (b) shall not be returned to the
Employer. Losses attributable to any contributions returned to Employer
under Section 4.2.1 shall reduce the amount to be so returned.
ARTICLE V
COMMUNICATION WITH COMMITTEE AND THE EMPLOYER
Section 5.1. Except as otherwise specifically provided herein, any action
by an Employer that is a corporation pursuant to any of the provisions of
this Trust Agreement shall be evidenced by (1) a resolution of its board of
directors (the "Board") certified to the Trustee over the signature of its
Secretary or Assistant Secretary or other duly authorized agent under the
corporate seal, if any, or (2) by appropriate written authorization of any
person or committee to which the Board has delegated the authority to take
such action. Any action by an Employer that is a partnership or a sole
proprietorship shall be evidenced by a written certification of a general
partner of the partnership or the sole proprietor, as the case may be. The
Trustee shall be entitled to rely entirely on, and shall be fully
indemnified by the Employer for acting in accordance with, any such
resolution, certification or other authorization.
Section 5.2. The Employer shall provide to the Trustee a certificate,
signed by an authorized officer of the Employer, that contains (a) the name,
(b) specimen signature and (c) a description of the specific powers and
duties, of each member of the Committee. The Employer shall give prompt
written notice of any change in the identity, powers or duties of any member
of the Committee, and the Trustee shall be entitled to rely entirely on its
failure to receive such notice as a certification of the Employer that a
designated member of the Committee and such member's duties and powers have
not been changed. The Trustee shall have no duty to inquire into the
qualifications of any member of the Committee.
Section 5.3. The Committee's Directions shall be communicated to the
Trustee in a certificate that sets forth the action of the Committee, signed
by the person then acting as Chairman or Secretary of the Committee, or in a
written statement signed by any two or more members of the Committee or any
person or agent designated to act on behalf of the Committee. Such person
or agent shall be so designated either under the provisions of the Plan or
in a certificate by the Committee that contains (a) the name, (b) specimen
signature and (c) a description of the specific powers and duties of each
such person or agent. The Committee shall give prompt written notice of any
change in the identity, powers and duties of any such person or agent, and
the Trustee shall be entitled to rely entirely on its failure to receive
such notice as a certification of the Committee that the identity, powers
and duties of such person or agent have not been changed.
Section 5.4. The Trustee shall have no liability hereunder for any action
taken in good faith in reliance upon any instructions, directions,
certifications and communications believed by the Trustee to be genuine and
to have been signed or communicated by the proper person.
ARTICLE VI
TRUSTEE'S COMPENSATION; EXPENSES
Section 6.1. The Trustee shall receive reasonable compensation for its
services in accordance with its schedule of compensation in effect when such
services are rendered. The Trustee may amend the schedule from time to
time, which amendment shall become effective no earlier than 30 days after
written notice is sent to the Employer. The Trustee shall also be entitled
to reimbursement for all reasonable expenses incurred by it in the
performance of its duties hereunder including, without limitation, any
expenses incurred in the consultation or employment of any agent pursuant to
Section 2.3(l). Any such compensation or expenses and any income or other
taxes which may be levied against the Trust Fund shall be paid out of the
Trust Fund, unless paid directly by the Employer.
ARTICLE VII
RESIGNATION AND REMOVAL OF TRUSTEE
Section 7.1. The Trustee may resign at any time by written notice to the
Employer which shall be effective 30 days after delivery to the Employer of
such notice, provided that a successor Trustee shall have been appointed by
the Employer; provided, however, that such notice may be waived by the
Employer.
Section 7.2. The Trustee may be removed by the Employer at any time upon 30
days' prior written notice to the Trustee, provided that a successor Trustee
shall have been appointed by the Employer; provided, however, that such
notice may be waived by the Trustee.
Section 7.3. The appointment of a successor Trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice from the Employer
appointing such successor Trustee, and an acceptance in writing of the
successor Trustee. Any successor Trustee may be either a corporation
authorized and empowered to exercise trust powers or one or more
individuals. All of the provisions set forth herein with respect to the
Trustee shall relate to each successor Trustee so appointed with the same
force and effect as if such successor Trustee had been originally named
herein as the Trustee hereunder. If a successor Trustee shall not have been
appointed within 30 days after delivery to the Employer of notice of the
Trustee's resignation pursuant to Section 7.1, the resigning Trustee may
apply to a court of competent jurisdiction for the appointment of a
successor Trustee.
Section 7.4. Upon the appointment of a successor Trustee, the resigning or
removed Trustee shall transfer and deliver the Trust Fund to such successor
Trustee, after reserving such reasonable amounts as are necessary to provide
for its reasonable expenses in the settlement of its account, the amount of
any compensation due to it and any sums chargeable against the Trust Fund
for which it may be liable. If the sums so reserved are not sufficient for
such purposes, the resigning or removed Trustee shall be entitled to
reimbursement for any deficiency from the Employer or out of the Trust Fund.
Section 7.5. At the time the Trust Fund shall have been transferred and
delivered to a successor trustee and the accounts of the Trustee have been
approved pursuant to Section 3.3 herein, the Trustee shall be released and
discharged from all further accountability or liability for the Trust Fund
and shall not be responsible in any way for the further disposition of the
Trust Fund or any part thereof.
ARTICLE VIII
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 8.1. The Employer may terminate this Agreement at any time upon 30
days' prior written notice delivered to the Trustee; provided that such
termination by the Employer is subject to the condition that a new trustee
assumes the responsibilities and functions of the Trustee as set forth
herein; and provided, further, that the trusteeship shall, if terminated by
the Employer, continue thereafter for such period as may be necessary for
the complete divestiture to a newly appointed trustee of all assets held in
the Trust Fund.
Section 8.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in accordance with the
Committee's Directions. Upon the Employer's termination of the Plan in
whole or in part or the revocation or termination of this Trust Agreement,
the Trustee shall have the right to have its accounts approved. When the
Trust Fund shall have been so applied or distributed, and the accounts of
the Trustee shall have been approved pursuant to Section 3.3 herein, the
Trustee shall not be responsible in any way for the further disposition of
the Trust Fund (or that part thereof so applied or distributed, if the Plan
is terminated only in part). The Trustee shall have the right to withhold
distribution or application of any part of the Trust Fund unless and until
written approval of any such termination has been granted by the Internal
Revenue Service and, if the Plan is subject to the jurisdiction of the
Pension Benefit Guaranty Corporation (the "PBGC"), (a) the period of time
set forth in Section 4041(b)(2)(C) of ERISA has elapsed and the PBGC has not
issued any notice of noncompliance or (b) the PBGC has notified the Plan
Administrator that the requirements or a distress termination have been met
pursuant to Section 4041(c)(3)(A) of ERISA. Assets of the Trust Fund shall
not be returned to the Employer unless and until the Employer has delivered
to the Trustee (a) a certification of an enrolled actuary stating that there
is an amount remaining in the Trust Fund that is not required for the
payment of the benefits provided under the Plan for participants or their
beneficiaries and (b) an opinion of counsel satisfactory to the Trustee,
stating that such return of assets is permitted under the terms of the Plan
and applicable law.
Section 8.3. This Trust Agreement may be amended or modified by a written
agreement signed by the parties hereto or by the Trustee upon 60 days' prior
written notice to the Employer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 9.1. This Trust Agreement shall be adopted by execution of the
Adoption Agreement.
Section 9.2. In the event that any provision of this Trust Agreement is
deemed or held to be unlawful or invalid for any reason, such event shall
not adversely affect any other provision contained herein unless such
illegality shall make impossible or impracticable the functioning of this
Trust Agreement, and in such case, the appropriate parties shall immediately
amend this Trust Agreement.
Section 9.3. The titles and headings of the Sections in this instrument are
placed herein for convenience of reference only. In the event of any
conflict, the text of this instrument, rather than such titles or headings,
shall control the interpretation of any of the terms and provisions
contained herein.
Section 9.4. Except as otherwise specifically provided herein, all notices
or other communications required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
sent by U.S. first class mail, postage prepaid, addressed to their last
respective address of record.
Section 9.5. The construction, validity and administration of this Trust
Agreement shall be governed by the laws of the state where the Trustee has
its principal place of business, except to the extent that such laws are
preempted by ERISA.
DREYFUS PROTOTYPE
DEFINED BENEFIT PLAN
BASIC PLAN DOCUMENT NO. 02
DREYFUS PROTOTYPE DEFINED BENEFIT PLAN
BASIC PLAN DOCUMENT NO. 02
ARTICLE I.
DEFINITIONS
1.0 "Accrued Benefit" at any time shall mean the product of the
Standard Form of Retirement Income which would be payable at the
Participant's Normal Retirement Date multiplied by a fraction
the numerator of which is his years of Participation at such
date and the denominator of which is the years of Participation
he could have completed at Normal Retirement Date. Such
fraction shall not exceed one (1.0).
When determining the Accrued Benefit, the Standard Form of
Retirement Income is the annual benefit to which the Participant
would be entitled if he continued to earn annually until Normal
Retirement Date the same rate of Compensation upon which his
Standard Form of Retirement income would be computed. This rate
of Compensation is computed on the basis of Compensation taken
into account under the Plan for determining the Standard Form of
Retirement Income.
For Plan Years beginning before section 411 of the Code is
applicable hereto, the Participant's Accrued Benefit shall be
the greater of that provided by the Plan, or one-half (1/2) of
the benefit which would have accrued had the provisions of this
Section 1.0 been in effect. In the event that the Accrued
Benefit as of the effective date of section 411 of the Code is
less than that provided by this Section 1.0, such difference
shall be accrued in accordance with the provisions of this
Section 1.0.
1.1 "Act" shall mean the Employee Retirement Income Security Act of
1974, as amended.
1.2 "Actuarial Equivalent" shall mean, with respect to any benefit
under the terms of this Plan, the actuarial present value of a
stated benefit. Except to the extent a Participant's benefits
are suspended in accordance with the suspension of benefits
rules in section 5.7 of the Plan, the amount of any form of
benefits under the terms of this Plan will be the Actuarial
Equivalent of the Participant's Accrued Benefit in the Standard
Form of Retirement Income commencing at Normal Retirement Age.
The Actuarial Equivalent shall be determined on the basis of the
interest rate and mortality table specified in the Adoption
Agreement. In the case of a Plan that provides for the
disparity permitted under section 401(l), if benefits commence
to a Participant at an age other than Normal Retirement Age, the
Participant's benefit will be adjusted in accordance with
section 5.3 of the Plan. In the event that the adopting
Employer does not specify the interest rates and mortality
table, actuarial equivalence shall be determined by discounting
all future payments for interest and mortality on the basis of
the 1971 Group Annuity Mortality Table (Unisex) without
projection and six percent (6%) interest.
Notwithstanding the preceding paragraph, for purposes of
determining the amount of distribution in a form other than a
non-decreasing annuity payable for a period of not less than the
life of the Participant (or, in the case of a Qualified Pre
Retirement Survivor Annuity, the life of the surviving spouse),
actuarial equivalence will be determined on the basis of the
mortality table specified in the Adoption Agreement, and the
section 417 interest rate(s), if it produces a benefit greater
than that determined under the preceding paragraph.
The section 417 interest rate(s) are as follows: (i) the
"applicable PBGC interest rate" if the actuarial present value
of the benefit (using such rate(s)) is not in excess of twenty
five thousand dollars ($25,000); or
(ii) one hundred twenty percent (120% of the "applicable PBGC
interest rate" if the actuarial present value of the benefit
exceeds twenty five thousand dollars ($25,000) (as determined
under clause (i) above). In no event shall the actuarial
present value determined under this clause (ii) be less than
twenty five thousand dollars ($25,000).
The "applicable PBGC interest rate" is the interest rate(s)
which would be used (as of the first day of the Plan Year which
contains the Annuity Starting Date) by the PBGC for a trusteed
single-employer plan to value such benefit upon termination of
an insufficient trusteed single-employer plan.
The applicable PBGC interest rate limitations shall apply to
distributions in Plan years beginning after December 31, 1984.
Notwithstanding the preceding sentence, the applicable PBGC
interest rate limitations shall not apply to any distributions
commencing in Plan Years beginning before January 1, 1987, if
such distributions were determined in accordance with the
interest rate(s) as required by regulations section
1.417(e)-IT(e) including the PBGC immediate interest rate).
The applicable PBGC interest rate limitations shall not apply to
annuity contracts distributed to or owned by a Participant prior
to September 17, 1985, unless additional contributions are made
under the Plan by the Employer with respect to such contracts.
In addition, the applicable PBGC interest rate limitations shall
not apply to annuity contracts owned by the Employer or
distributed to or owned by Participant prior to the first Plan
Year beginning after December 31, 1988, if the annuity contracts
satisfied the requirements in section 1.401(a)-11T and
1.417(e)-IT of the regulations. The preceding sentence shall
not apply if additional contributions are made under the Plan by
the Employer with respect to such contracts on or after the
beginning of the first Plan Year beginning after December 31,
1988.
If as a result of actuarial increases to the benefit of a
Participant who delays commencement of benefits beyond Normal
Retirement Age, the Accrued Benefit of such Participant would
exceed the Code section 415 limitations under section 8.1(e) of
the Plan for such year, immediately before the actuarial
increase to the Participant's benefit that would cause such
Participant's benefit to exceed the limitations of section 415
of the Code, payment of benefits to such Participant will be
suspended in accordance with section 5.7 of the Plan,
if applicable; otherwise, distribution of the Participant's
benefit will commence.
1.3 "Actuarial Value" shall mean the value of a benefit, when
computed on the date of such determination, on the basis of the
actuarial assumptions used to determine Actuarial Equivalence.
1.4 "Adoption Agreement" shall mean the document executed by the
adopting Employer which contains all the options which may be
selected and which incorporated this Prototype Plan by
reference.
1.5 "Affiliated Employer" shall mean any corporation which is a
member of a controlled group of corporations (as defined in
section 414(b) of the Code) which includes the Employer; any
trade or business (whether or not incorporated) which is under
common control (as defined in section 414(c) of the Code) with
the Employer; any organization (whether or not incorporated)
which is a member of an affiliated service group (as defined in
section 414(m) of the Code) which includes the Employer; and any
other entity required to be aggregated with the Employer
pursuant to regulations under section 414(o) of the Code.
1.6 "Anniversary Date" shall mean each anniversary of the Effective
Date, unless otherwise stated in the Adoption Agreement.
1.7 "Annuity Starting Date" shall mean the first day of the first
period for which an amount is paid as an annuity or any other
form. If benefit payments in any form are suspended pursuant to
section 5.7 of the Plan for an Employee who continues in service
without a separation and who does not receive a benefit payment
the recommencement of benefit payments shall be treated as a new
Annuity Starting Date.
1.8 "Beneficiary" shall mean the person, persons, or trust
designated by the Participant to receive benefits in the event
of death under the terms of the Plan.
1.9 "Board of Directors" shall mean the Board of Directors of the
Employer if the Employer is an incorporated business entity.
1.10 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.11 "Committee" shall mean the person or persons appointed by the
Employer to administer the Plan in accordance with Article X.
If no such Committee is appointed, the Employer shall act as the
Committee.
1.12 "Compensation", unless otherwise specified in the Adoption
Agreement, shall mean, in the case of an Employee other than a
Self-Employed Individual, his section 3401(a) wages, which are
actually paid during the determination period. In the case of a
Self-Employed Individual, Compensation shall mean his Earned
Income. Unless otherwise specified in the Adoption Agreement,
the determination period shall be the Plan Year. If elected by
the Employer in the Adoption Agreement, Compensation shall also
include Employer contributions made pursuant to a salary
reduction agreement with an Employee which are not currently
includable in the gross income of the Employee by reason of the
application of sections 125, 402(e)(3), 402(h) or 403(b) of the
Code.
The Compensation of a Participant who was on a military leave of
absence or on any other authorized leave of absence without pay
for the whole or part of a Plan Year shall be his compensation
for the last full year worked prior to such Plan Year.
"Average Compensation" shall, unless otherwise defined in the
Adoption Agreement, mean the average of a Participant's
Compensation for the three (3) consecutive Plan Years of Service
ending in the current year or in any prior year that produce the
highest average. Compensation is averaged on an annual basis
over the participant's entire period of service.
"Covered Compensation" shall mean the average (without indexing)
of the Taxable Wage Bases in effect for each calendar year
during the thirty-five (35) year period ending with the calendar
year in which the Participant attains (or will attain) Social
Security Retirement Age. No increase in Covered Compensation
shall decrease a Participant's Accrued Benefit.
In determining a Participant's Covered Compensation for a Plan
Year, the Taxable Wage Base for all calendar years beginning
after the first day of the Plan Year is assumed to be the same
as the Taxable Wage Base in effect as of the beginning of the
Plan Year for which the determination is being made. Covered
Compensation will be determined based on the year designated by
the Employer in the Adoption Agreement.
A Participant's Covered Compensation for a Plan Year before the
thirty-five (35) year period ending with the last day of the
calendar year in which the Participant attains Social Security
Retirement Age is the Taxable Wage Base in effect as of the
beginning of the Plan Year. A Participant's Covered
Compensation for a Plan Year after such thirty-five (35) year
period is the Participant's Covered Compensation for the Plan
Year during which the 35 year period ends.
"Final Average Compensation" shall mean the average of a
Participant's Compensation as defined in this Section 1.12 for
the three (3) consecutive years ending with or within the Plan
Year. For this purpose, Compensation in excess of the Taxable
Wage Base of any year may not be considered. If a Participant's
entire period of service is less than three (3) consecutive
years, Compensation is averaged on a annual basis over the
Participant's entire period of service. Compensation for any
year in excess of the Taxable Wage Base in effect at the
beginning of such year shall not be taken into account. No
increase in Final Average Compensation will decrease a
Participant's Accrued Benefit under the Plan.
For years beginning on or after January 1, 1989, and before
January 1, 1994, the annual Compensation of each participant
taken into account for determining all benefits provided under
the Plan for any Plan Year shall not exceed $ 200,000. This
limitation shall be adjusted by the Secretary at the same time
and in the same manner as under section 415(d) of the Code,
except that the dollar increase in effect on January 1 of any
calendar year is effective for Plan Years beginning in such
calendar year and the first adjustment to the $ 200,000
limitation is effective on January 1, 1990.
For years beginning on or after January 1, 1994, the annual
compensation limit of each Participant taken into account for
determining all benefits provided under the Plan for any
determination period shall not exceed $ 150,000, as adjusted for
the cost-of-living in accordance with section 401(a)(17)(b) of
the Code. The cost-of-living adjustment in effect for a calendar
year applies to any determination period beginning in such
calendar year.
If a determination period consists of fewer than 12 months, the
annual compensation limit is an amount equal to the otherwise
applicable annual compensation limit multiplied by a fraction,
the numerator of which is the number of months in the short
determination period, and the denominator of which is 12.
In determining the Compensation of a Participant for purposes of
this limitation, the rules of section 414(q)(6) of the Code
shall apply, except in applying such rules, the term family
shall include only the spouse of the Participant and any lineal
descendants of the Participant who have not attained age 19
before the close of the year. If, as a result of the application
of such rules the adjusted annual compensation limitation is
exceeded, then (except for purposes of determining the portion
of Compensation up to the integration level if this plan
provides for permitted disparity), the limitation shall be
prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this section
prior to the application of this limitation.
If Compensation for any prior determination period is taken into
account in determining a Participant's benefits for the current
Plan Year, the Compensation for such prior determination period
is subject to the applicable annual compensation limit in effect
for that prior period. For this purpose, in determining benefits
in Plan Years beginning on or after January 1, 1989, the annual
compensation limit in effect for determination periods beginning
before that date is $200,000. In addition, in determining
benefits in Plan Years beginning on or after January 1, 1994,
the annual compensation limit in effect for determination
periods beginning before that date is $150,000.
1.13 "Contract" shall mean a whole, universal or term life type
insurance policy or an annuity contract made available and
issued under this Plan or a predecessor Plan.
1.14 "Deferred Retirement Date" shall mean, in the case of any
Participant who continues in employment after his Normal
Retirement Date, the first day of any month following his actual
retirement.
1.15 "Disability Retirement Date" shall mean the first day of any
month following the occurrence of Participant's Permanent
Disability.
1.16 "Early Retirement Date" shall mean the first day of any month
following the date a Participant satisfies the age and service
requirements, if any, for early retirement specified in the
Adoption Agreement. Upon reaching Early Retirement Date, a
Participant's right to his Accrued Benefit shall be fully vested
and nonforfeitable, notwithstanding the Plan's vesting schedule.
1.17 "Earned Income" shall mean the net earning from self-employment
in the trade or business with respect to which the Plan is
established, provided that personal services of the individual
are a material income-producing factor Net earnings will be
determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are
reduced by contributions by the Employer to a qualified plan to
the extent deductible under section 404 of the Code. Net
earnings shall be determined with regard to the deduction
allowed to the taxpayer by section 164(f) of the Code for
taxable years beginning after December 31, 1989.
1.18 "Effective Date" shall mean the date specified in the Adoption
Agreement.
1.19 "Eligible Employee" shall mean each Employee who is not excluded
from eligibility to participate in the Plan under the Adoption
Agreement.
1.20 "Eligibility Year(s) of Service" shall mean the twelve (12)
consecutive month period commencing on an Employee's Employment
Commencement Date and anniversaries thereof, during which the
Employee completed at least one thousand (1,000) Hours of
Service (or such lesser number of Hours of Service specified in
the Adoption Agreement).
In the case of a Participant who does not have any
nonforfeitable right to the Accrued Benefit derived from
Employer contributions, Eligibility Years of Service before a
period of consecutive one (1) year Service Breaks will not be
taken into account in computing Eligibility Years of Service if
the number of consecutive one (1) year Service Breaks in such
period equals or exceed the greater of five (5) or the aggregate
number of eligibility Years of Service. Such aggregate number
or Eligibility Years of Service will not include any Eligibility
Year of Service disregarded under the preceding sentence by
reason of prior Service Breaks.
Notwithstanding the above, if the Adoption Agreement provides
for full and immediate vesting upon completion of the
eligibility requirements and an Employee has incurred a one (1)
year Service Break before satisfying the Plan's eligibility
requirements, all Eligibility Year(s) of Service before such
Service Break will not be taken into account.
If the elapsed time method of crediting service is specified in
the Adoption Agreement, an Employee shall receive credit for
service, except for credit which may be disregarded under this
Section or Section 2.3, for the aggregate of all time periods
commencing on his Employment Commencement Date or Re-Employment
Commencement Date and ending on his Severance from Service Date.
An Employee shall also receive credit for any Period of
Severance of less than twelve (12) months. Fractional periods
of a year shall be expressed in terms of days.
1.21 "Employee" shall mean an Owner-Employee, a Self-Employed
Individual, a Shareholder-Employee or any other person employed
by the Employer or any Affiliated Employer.
A "leased employee" shall also be treated as an Employee. The
term "leased employee" means any person (other than an employee
of the recipient employer) who pursuant to an agreement between
the recipient employer and any other person ("leasing
organization") has performed services for the recipient employer
(or for the recipient employer and related persons determined in
accordance with section 414(n)(6) of the Code) on a
substantially full-time basis for a period of at least one year,
and such services are of a type historically performed by
employees in the business field of the recipient employer.
Contributions or benefits provided a leased employee by the
leasing organization which are attributable to services
performed for the recipient employer shall be treated as
provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall
not be considered an employee of the recipient employer if: (i)
such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at
least ten percent (10%) of compensation, as defined in section
415(c)(3) of the code, but including amounts contributed
pursuant to a salary reduction agreement which are excludable
from the employee's gross income under section 125, section
402(e)(3), section 402(h) or section 403(b) of the Code, (2)
immediate participation, and (3) full and immediate vesting; and
(ii) leased employees do not constitute more than twenty percent
(20%) of the recipient employers nonhighly compensated
workforce.
1.22 "Employer" shall mean the corporation, partnership,
proprietorship or other business entity which shall adopt the
Plan or any successor thereof and any participating Employer
designated in the Adoption Agreement.
1.23 "Employment Commencement Date" shall mean the first date with
respect to which an Employee performs an Hour of Service.
1.24 "Entry Date", unless otherwise specified in the Adoption
Agreement, shall mean the first day of the Plan Year and the
first day of the seventh month of the Plan Year. The initial
Entry Date shall not precede the original effective date of the
Plan.
1.25 "Fresh Start Date" mean the date as defined in Section 5.8 of
the Plan.
1.26 "Frozen Accrued Benefit" shall mean the benefit as defined in
Section 5.8 of the Plan.
1.27 "Highly Compensated Employee" shall mean an Employee of the
Employer described in section 414(q) of the Code and the
regulations thereunder.
The term Highly Compensated Employee includes Highly Compensated
Active Employees and Highly Compensated Former Employees.
A Highly Compensated Active Employee includes any Employee who
performs service for the Employer during the Determination Year
and who, during the Look-Back Year: (i) received Compensation
from the Employer in excess of $75,000 (as adjusted pursuant to
section 415(d) of the Code); (ii) received Compensation from the
Employer in excess of $50,000 (as adjusted pursuant to section
415(d) of the Code) and was a member of the top-paid group for
such year; or (iii) was an officer of the Employer and received
Compensation during such year that is greater than 50 percent of
the dollar limitation in effect under section 415(b)(1)(A) of
the Code. The term Highly Compensated Employee also includes:
(i) Employees who are both described in the preceding sentence
if the term "Determination Year" is substituted for the term
"Look-Back Year" and the Employee is one of the 100 Employees
who received the most Compensation from the Employer during the
Determination Year; and (ii) Employees who are 5 percent owners
at any time during the Look-Back Year or Determination Year.
If no officer has satisfied the Compensation requirement of
(iii) above during either a Determination Year or Look-Back
Year, the highest paid officer for such year shall be treated as
a Highly Compensated Employee.
For this purpose, the Determination Year shall be the Plan Year.
The Look-Back Year shall be the twelve-month period immediately
preceding the Determination Year.
A Highly Compensated Former Employee includes any Employee who
separated from Service (or was deemed to have separated) prior
to the Determination Year, performs no Service for the Employer
during the Determination Year, and was a Highly Compensated
Active Employee for either the separation year or any
Determination Year ending on or after the Employee's 55th
birthday.
If an Employee is, during a Determination Year or Look-Back
Year, a family member or either a 5 percent owner who is an
active or former Employee or a Highly Compensated Employee who
is one of the 10 most Highly Compensated Employee ranked on the
basis of Compensation paid by the Employer during such year,
then the family member and the 5 percent owner or top-ten Highly
Compensated Employee shall be aggregated. In such case, the
family member and 5 percent owner or top-ten Highly Compensated
Employee shall be treated as a single Employee receiving
Compensation and plan contributions or benefits equal to the sum
of such Compensation and contributions or benefits of the family
member and 5 percent owner or top-ten Highly Compensated
Employee. For purposes of this section, family member includes
the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouse of such lineal ascendants and
descendants.
The determination of who is a Highly Compensated Employee,
including the determination of the number and identity of
Employees in the top-paid group, the top 100 Employees, the
number of Employees treated as officers and the Compensation
that is considered, will be made in accordance with section
414(g) of the Code and the regulations thereunder.
1.28 "Hour of Service":
(a) Each Hour of Service shall mean and include each hour for
which an Employee is compensated by the Employer, or is
entitled to be so compensated, for services rendered by him
to the Employer. These hours will be credited to the
Employee for the computation period in which the duties are
performed; and
(b) Each Hour of Service shall also mean and include each hour
for which an Employee is compensated by the Employer, or is
entitled to be so compensated, on account of a period of
time during which no services are rendered by him to the
Employer (regardless of whether the Employee shall have
ceased to be an Employee) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury
duty, military duty or leave of absence. No more than five
hundred and one (501) Hours of Service will be credited
under this paragraph for a single computation period
(whether or not the period occurs in a single computation
period). Hours under this paragraph will be calculated and
credited pursuant to section 2530.200b-2 of the Department
of Labor Regulations which are incorporated herein by this
reference; and
(c) Each Hour of Service shall also mean and include each hour
for which back pay, without regard to mitigation of
damages, has been awarded or agreed to by the Employer.
The same Hours of Service will not be credited both under
paragraph (a) or paragraph (b), as the case may be, and
under this paragraph (c). These hours will be credited to
the Employee for the computation period or periods to which
the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made.
Hours of Service will be credited for employment with an
Affiliated Employer. Hours of Service will also be credited for
employment with a predecessor employer if the Employer maintains
the plan of such predecessor or the Employer so elects in the
Adoption agreement.
Hours of Service will also be credited for any individual
considered an Employee under sections 414(n) or 414(o) of the
Code and the regulations thereunder.
Solely for purposes of determining whether a Service Break, as
defined in section 1.44, for participation and vesting purposes
has occurred in a computation period, an individual who is
absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise
have been credited to such individual but for such absence, or
in any case in which such hours cannot be determined, eight (8)
Hours of Service per day of such absence. For purposes of this
paragraph, an absence form work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of the
individual, (3) by reason of the placement of chid with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement.
The Hours of Service credited under this paragraph shall be
credited (1) in the computation period in which the absence
begins if the crediting is necessary to prevent a Service Break
in that period, or (2) in all other cases, in the following
computation period.
Hours of Service shall be credited on the basis of actual hours
worked unless another method has been specified in the Adoption
Agreement, except to determine an Employee's Employment
Commencement Date or Re-Employment Commencement Date.
1.29 "Normal Retirement Date" shall mean the first day of the month
following the Participant's attainment of the Normal Retirement
Age specified in the Adoption Agreement. Upon reaching his
Normal Retirement Age, the Participant's right to his retirement
benefit shall be nonforfeitable, notwithstanding the Plan's
vesting schedule.
1.30 "Owner-Employee" shall mean a sole proprietor or a partner who
owns more than ten percent (10%) of either the capital interest
or profits interest of a partnership.
1.31 "Participant" shall mean any Employee who gains membership in
this Plan and shall include the following classifications:
(a) "Active Participant" shall mean an Employee participating
in the Plan.
(b) "Deceased Participant" shall mean a Participant who has
died and on whose behalf benefits are payable in
accordance with Article VII.
(c) "Retired Participant" shall mean a Participant who is no
longer an Employee, but who is entitled to benefits in
accordance with Article V.
(d) "Vested Participant" shall mean a Participant who is no
longer an Employee, but who is entitled to benefits in
accordance with Article VI.
1.32 "Participating Employer" shall mean any Affiliated Employer
which has adopted the Plan in accordance with Section 16.2.
1.33 "Participation" shall mean any Plan Year during which a
Participant competes at least one thousand (1,000) Hours of
Service (or such lesser number of Hours of Service specified in
the Adoption Agreement) or, if the Plan is a standardized plan,
any Plan Year beginning on or after January 1, 1990 during which
a Participant was employed other than a Plan Year in which the
participant is not employed on the last day and is credited with
less than five hundred and one (501) Hours of Service. Periods
of employment to be excluded, if any, shall be as specified in
the Adoption Agreement.
All Participants who complete the required number of Hours of
Service during a Plan Year must accrue a benefit under the Plan
for the year, even if they terminate employment before the end
of such year.
If an Employee becomes an Active Participant on a date other
than the first day of the Plan Year, a year or partial year of
Participation shall be credited for the year of entry into the
Plan equal to a fraction, the numerator of which shall be the
number of Hours of Service credited to the Employee from the
date of membership to the end of that Plan Year (or termination
of employment, if earlier) and the denominator of which is the
required number of Hours of Service under the Plan for a full
year of Participation. Such fraction shall not exceed one
(1.0).
A Participant shall be credited with years of Participation
prior to a Service Break unless such years may be disregarded
under the rules of Section 6.4 or 6.6.
If the elapsed time method of crediting Service is specified in
the Adoption Agreement, an Active Participant shall be credited
with Participation for all periods of employment, except as
specified in the Adoption Agreement and for Participation which
may be disregarded under Section 6.4 or 6.6, for the aggregate
for all time periods commencing on his Employment Commencement
Date and ending on the date he retires or otherwise terminated
employment. Fractional periods of a year shall be expressed in
terms of days.
1.34 "PBGC" shall mean the Pension Benefit Guaranty Corporation.
1.35 "Period of Severance" shall mean a continuous period of time
during which the Employee is not employed by the Employer. Such
period begins on the Employee's Severance from Service Date and
ends on the Employee's Re-Employment Commencement Date.
1.36 "Permanent Disability" shall mean any physical or mental
condition that may reasonably be expected to be permanent and
which renders the Participant incapable of continuing as an
Employee. In determining the nature, extent, and continuation
of a Participant's disability, the Committee may select a
physician to examine such Participant and render a medical
opinion. The final determination shall be made by the Committee
on the basis of all of the evidence.
1.37 "Plan" shall mean this Prototype Plan, the Trust Agreement and
Adoption Agreement of the adopting Employer, as from time to
time amended.
1.38 "Plan Year" shall mean the calendar year, unless another twelve
(12) consecutive month period is specified in the Adoption
Agreement.
1.39 "Prototype Plan" shall mean the basic plan document described
herein.
1.40 "Qualified Joint and Survivor Annuity" shall mean an immediate
annuity, payable monthly, for the life of the Participant with a
survivor annuity for the life of the Participant's spouse which
is not less than fifty percent (50%) and not more than one
hundred percent (100%) of the amount of the annuity payable
during the joint lives of the Participant and the Participant's
spouse and which is the Actuarial Equivalent of the Standard
Form of Retirement Income. The percentage of the spouse's
survivor annuity shall be fifty percent (50%), unless a
different percentage is specified in the Adoption Agreement. In
the case of a Participant without a spouse, Qualified Joint and
Survivor Annuity shall mean an annuity, payable monthly, for the
life of the Participant, with no survivor benefit.
1.41 "Qualified Pre-retirement Survivor Annuity" shall mean an
annuity payable to the Participant's spouse in accordance with
Section 9.2.
1.42 "Re-Employment Commencement Date" shall mean the first day on
which the Employee is credited with an Hour of Service for the
performance of duties after the first eligibility computation
period in which the employee incurs a one (1) year Service
Break.
In the case of any Participant who has incurred a one (1) year
Service Break, Eligibility Year(s) of Service before such break
shall not be taken into account until the Participant has
completed an Eligibility Year of Service after returning to
employment. Such Eligibility Year of Service will be measured
by the twelve (12) consecutive month period beginning on the
Employee's Re-Employment Commencement Date and, if necessary,
subsequent twelve (12) consecutive month periods beginning on
anniversaries of the Re-Employment Commencement Date.
1.43 "S Corporation" shall mean an Employer who has made an election
for its taxable year of reference under section 1362(a) of the
Code, or any other applicable section pertaining thereto.
1.44 "Self-Employed Individual" shall mean an individual who has
Earned Income for the taxable year from the unincorporated trade
or business or partnership with respect to which the Plan is
established; also, an individual who would have had Earned
Income but for the fact such trade, business or partnership had
no net profits for the taxable year.
1.45 "Service" shall mean any Plan Year during which the Employee
completes at least one thousand (1,000) or more Hours of Service
(or such lesser number of Hours of Service specified in the
Adoption Agreement). Periods of time to be excluded, if any,
shall be specified in the Adoption Agreement.
Service will be credited in accordance with the rules set forth
above for any employment, for any period of time, for any
Affiliated Employer. Service will also be credited for any
individual required to be considered an Employee, for purposes
of this Plan under section 414(n) or (o) of the Code, of the
Employer or any Affiliated Employer.
If the elapsed time method of crediting Service is specified in
the Adoption Agreement, an Employee shall receive credit for
Service, except for Service which may be disregarded under
Section 6.4 or 6.6, for the aggregate of all time periods
commencing on his Employment Commencement Date or Re-Employment
Commencement Date and ending on his Severance from Service Date.
An Employee shall also receive credit for any Period of
Severance of less the twelve (12) consecutive months. An
Employee shall receive a year of Service for vesting purposes
for each twelve (12) months of Service. Fractional periods of a
year shall be expressed in terms of days.
1.46 "Service Break" shall mean:
(a) For purposes of calculating Eligibility Years of Service,
any twelve (12) consecutive month period commencing on an
Employee's Employment Commencement Date or anniversaries
thereof during which the Employee is credited with five
hundred (500) Hours of Service or less.
(b) For purposes of calculating years of Service, any Plan Year
during which the Employee is credited with five hundred
(500) Hours of Service or less, where such Service Break
shall be measured from the first day of such Plan Year.
(c) If the elapsed time method of crediting Service is
specified in the Adoption Agreement, a Service Break shall
mean a Period of Severance of at least twelve (12)
consecutive months; provided, however, that in the case of
an Employee absent for maternity or paternity reasons (as
defined in Section 1.26), the Period of Severance shall not
commence for this purpose until the twenty-four (24) month
anniversary of the first date of such absence.
(d) However, a Service Break shall not be deemed to have
occurred as a result of an authorized leave of absence
granted in accordance with a uniform and non-discriminatory
policy of the Employer, provided the Employee returns to
employment with the Employer immediately following the end
of such leave. A Service Break shall also not be deemed to
have occurred as a result of an absence due to service in
the armed forces of the United States, provided the Member
makes application for resumption of work with the Employer,
following discharge, within the time specified by then
applicable laws.
1.47 "Severance from Service Date" shall mean the earlier of
(a) the date on which an Employee quits, retires, is discharged
or dies; or
(b) the twelve (12) month anniversary of the date an Employee
is first absent (with or without pay) for any reason other
than quit, retirement, discharge or death (such as
vacation, holiday, sickness, disability, leave of absence
or layoff).
1.48 "Shareholder-Employee" shall mean a Participant who owns (or is
considered as owning) more than five percent (5%) of the
outstanding stock of an S Corporation on any day during the
taxable year of reference of such S Corporation. In determining
the percent of a Participant's ownership of the outstanding
stock, the family attribution rules of section 318(a)(1) of the
Code, or nay other applicable section of the Code pertaining
thereto shall apply.
1.49 "Social Security Retirement Age" shall mean age sixty-five (65)
in the case of a Participant attaining age sixty-two (62) before
January 1, 2000 (i.e., born before January 1, 1938), age
sixty-six (66) for a Participant attaining age sixty-two (62)
after December 31, 1999, and before January 1, 2017 (i.e., born
after December 31, 1937, but before January 1, 1955), and age
sixty-seven (67) for a Participant attaining age sixty-two (62)
after December 31, 2016 (i.e., born after December 31, 1954).
1.50 "Sponsor" shall mean the Dreyfus Corporation.
1.51 "Standard Form of Retirement Income" shall mean a benefit
payable in accordance with the terms of the Adoption Agreement,
beginning as of the Participant's actual retirement date.
The Standard Form of Retirement Income of each Participant shall
not be less than the largest periodic benefit that would have
been payable to the Participant upon separation from Service at
or prior to the Normal Retirement Date under the Plan exclusive
of social security supplements, premiums on disability or term
insurance, and the value of disability benefits not in excess of
the Standard Form of Retirement Income. For purposes of
comparing periodic benefits in the same form, commencing prior
to and at the Normal Retirement Date, the greater benefit is
determined by converting the benefit payable at the Normal
Retirement Date and comparing the amount of such annuity
payments.
1.52 "Straight Life Annuity" means an annuity payable in equal
installments for the life of the Participant that terminates
upon the Participant's death.
1.53 "Taxable Wage Base" means the contribution and benefit base in
effect under section 230 of the Social Security Act at the
beginning of the Plan Year.
1.54 "Trustee" shall mean an individual or individuals or institution
appointed by the Employer to act in accordance with the
provisions of the Trust Agreement.
1.55 "Trust Agreement" shall mean the agreement between the Employer
and the Trustee.
1.56 "Trust Fund" shall mean all property received by the Trustee for
purposes of the Plan, investments thereof and earnings thereon,
less payments made by the Trustee to carry out the Plan.
ARTICLE II.
PARTICIPATION
2.1 Membership
Each eligible Employee shall become a Participant on the
Effective Date or the Entry Date coincident with or next
following the completion of the age and Service requirements set
forth in the Adoption Agreement.
2.2 Excluded Employees
The Adoption Agreement may exclude Employees from Participation
in the Plan based upon minimum age and Service requirements or
the inclusion of such Employees in certain ineligible job
classifications.
In the event an Employee who is not a member of the eligible
class of Employees becomes a member of the eligible class, such
Employee will participate immediately if such Employee has
satisfied the minimum age and Service requirements and would
have otherwise previously become a Participant.
In the event a Participant is no longer a member of an eligible
class of Employees and becomes ineligible to participate, but
has not incurred a Service Break, such Employee will participate
immediately upon returning to an eligible class of Employees.
If such Participant incurs a Service Break, eligibility to
participate will be determined under the rules of Section 1.20
of the Plan.
2.3 Re-Employment
(a) A former Participant will become a Participant immediately
upon returning to the employ of the Employer if such former
Participant has a nonforfeitable right to all or a portion
of the Accrued Benefit derived from Employer contributions
at the time of termination from Service.
(b) A former Participant who did not have a nonforfeitable
right to any portion of the Accrued Benefit derived from
Employer contributions at the time of termination from
Service will be considered a new Employee, for eligibility
purposes, if the number of consecutive one (1) year Service
Breaks equal or exceed the greater of five (5) or the
aggregate number of years of Service before such Service
Breaks. If such former Participant's years of Service
before termination from Service may not be disregarded
pursuant to the preceding sentence, such former Participant
shall participate immediately upon re-employment.
(c) Any former Employee who was never a Participant and is
re-employed as an Employee will be eligible to participate
subject to the provisions of Section 2.1.
2.4 Change in Employment Status
In the event that a Participant who was credited with a year of
Service for the preceding Plan Year, at the request of the
Employer, enters directly into the employ of any other business
entity, such Participant shall be deemed to be an Active
Participant. If such Participant returns to the employ of the
Employer or becomes eligible for benefits pursuant to Articles
V, VI or VII, without interruption of employment with the
Employer or other business entity, he shall be deemed not to
have had a Service Break for such period. However, if such
Participant does not immediately return to the employ of the
Employer upon his termination of employment with such other
business entity or upon recall by the Employer, he shall be
deemed to have terminated his employment for all purposes of the
Plan as of the Anniversary Date following the date of transfer.
2.5 Limitation on Participation of Owner-Employees
(a) If this Plan provides contributions or benefits for one or
more Owner-Employees who control both the business for
which this Plan is established and one or more other trades
or businesses, this Plan and the plan established for other
trades or businesses must, when looked at as a single plan,
satisfy sections 401(a) and (d) of the Code, for the
Employees of this and all other trades or businesses.
(b) If the Plan provides contributions or benefits for one or
more Owner-Employees who control one or more other trades
or businesses, the Employees of the other trades or
businesses must be included in a plan which satisfies
sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided
for Owner-Employees under this Plan.
(c) If an individual is covered as an Owner-Employee under the
plans of two or more trades or businesses which are not
controlled and the individual controls a trade or business,
then the contributions or benefits of the Employees under
the plan of the trade or business which are controlled must
be as favorable as those provided for him under the most
favorable plan of the trade or business which is not
controlled.
For purposes of the preceding paragraphs, an Owner-Employee, or
two or more Owner-Employees, will be considered to control a
trade or business if the Owner-Employee, or two or more
Owner-Employees together:
(1) own the entire interest in an unincorporated trade or
business, or
(2) in the case of a partnership, own more than fifty percent
(50%) of either the capital interest or the profits
interest in the partnership.
For purposes of the preceding paragraphs, an Owner-Employee, or
two or more Owner-Employees, shall be treated as owning any
interest in a partnership which is owned, directly or
indirectly, by a partnership which such Owner-Employee, or such
two or more Owner-Employees, are considered to control within
the meaning of the preceding sentence.
ARTICLE III.
CONTRIBUTIONS
3.1 Employer Contributions
The Employer intends to make contributions to the Trust Fund in
such amounts as are actuarially determined to be required to
provide the benefits accruing under the Plan to Participants.
Contributions by Participants shall be neither required nor
permitted. The annual valuation for actuarially determining the
contributions required shall reflect an adjustment for
experience realized form the investment of the Trust Fund,
mortality, turnover, forfeitures and any dividends resulting
from any insurance company contracts, if applicable. Any
forfeitures shall be used to reduce contributions, and shall not
be applied to increase benefits payable under the Plan. Subject
to the termination provisions of Section 16.5, the Employer
reserves the right to reduce, suspend or discontinue its
contributions under the Plan for any reason at any time.
3.2 Payment of Contributions
The amount of the Employer's contribution to the Plan for each
Plan Year shall be paid to the Trustee either in a single
payment or in installments. [Note: Failure to make quarterly
contributions required under section 412(m) of the Code will
result in he imposition of interest on the Employer]. In order
to ensure a deduction for each Plan Year, the total amount of
its contributions shall be made no later than the time
prescribed by law for filing its federal income tax return for
the fiscal year of the Employer ending with or within such Plan
Year, including extensions thereof. All contributions made by
an Employer shall be conditional upon their deductibility by the
Employer for income tax purposes; provided, however, that no
contributions shall be returned to the Employer except as
otherwise provided in this Plan.
3.3 Payment of Expenses
In addition to its contribution, the Employer shall pay all the
administrative expenses of the Plan and all fees and retainers
of the Plan's Trustee, actuary, consultant, administrator,
auditors and counsel, except that any expenses directly relating
to the investments of the Trust fund, such as taxes, brokerage
commissions, registration charges, etc., shall always be paid
from the Trust Fund. In the event of the failure of the
Employer to pay all or part of such expenses, the Trustee
shall pay these expenses and charge the payment thereof against
the Trust Fund.
3.4 Return of Employer Contributions
Notwithstanding any other provisions of this Plan, contributions
made by an Employer may be returned to such Employer if:
(a) the contribution was made by reason of a mistake of fact
and is returned to the Employer within one year of the
mistaken contribution, or
(b) the contributions was conditioned upon its deductibility by
the Employer for income tax purposes, the deduction was
disallowed and the contribution is returned to the Employer
within one year of the disallowance of the deduction, or
(c) the contribution was conditioned upon the initial
qualification of the Plan: the Plan was submitted to the
Internal Revenue Service for a determination as to its
initial qualification within the time prescribed by law for
filing the Employer's return for the taxable year in which
the Plan was adopted or such later date as the Secretary of
the Treasury may prescribe; the Plan received an adverse
determination, and the contribution is returned to the
Employer within one year of the date of the adverse
determination.
The amount which may be returned to the Employer in the excess
of the amount contributed over the amount that would have been
contributed had there not occurred the circumstance causing the
excess. Earnings attributable to the excess contributions may
not be returned to the Employer, but losses thereto shall reduce
the amount to be so returned.
ARTICLE IV.
RETIREMENT DATES
4.1 Retirement Date
Whenever reference is made in the Plan to retirement or a
retirement date, it shall mean the Normal, Early, Deferred or
Disability Retirement Date, whichever applies to the Participant
involved.
4.2 Normal Retirement Date
Upon reaching his Normal Retirement Age, an Active Participant's
right to his retirement benefit shall be nonforfeitable. Such
an Active Participant shall, subject to the provisions of
Section 4.6, have the right to retire as of his Normal
Retirement Date. If the Employer enforces a mandatory
retirement date, the Normal Retirement Date is the earlier of
that mandatory date or the date specified in the Adoption
Agreement.
4.3 Deferred Retirement Date
An Active Participant may continue his employment after his
Normal Retirement Date, in which event he shall continue as an
Active Participant and, subject to the provisions of Section
4.6, retire as of his Deferred Retirement Date. However, the
Employer may, subject to the provisions of Section 4.7, retire a
Participant on the first day of any month following his Normal
Retirement Date.
4.4 Early Retirement Date
A Participant shall, subject to the provisions of section 4.6,
have the right to retire as of his Early Retirement Date. A
Participant who has satisfied the service requirements for early
retirement shall be entitled to elect early retirement upon
completion of the age requirement.
4.5 Disability Retirement Date
An Active Participant, who has suffered a Permanent Disability,
may retire on his Disability Retirement Date.
As a condition of his continuing to receive any disability
retirement income, the Committee shall have the right to require
any Participant who is in receipt of a monthly disability
retirement income to be re-examined by a physician of its choice
not more often than once in each calendar year to determine if
he continues to be disabled.
4.6 Application for Retirement
As a prerequisite to the commencement of a retirement benefit
hereunder, a Participant otherwise entitled thereto shall file
with the Committee an application for such benefit at least
thirty-one (31) days prior to the Participant's retirement date.
4.7 Age Discrimination in Employment Act
Notwithstanding any other provision of this Plan, the Employer,
in accordance with the provisions of the Age Discrimination in
Employment Act, shall have no right to compel a Participant to
retire, except as otherwise provided in this Section, if in the
calendar year or the preceding calendar year, the Employer may
retire a Participant who for the two (2) year period prior to
retirement is employed in a bona fide executive or high policy
making position if (1) he has attained age sixty-five (65); (2)
he has attained Normal Retirement Date and (3) his annual
retirement benefit from the pension, profit-sharing, savings or
deferred compensation plans maintained by the Employer equals,
in the aggregate, at least $44,000. This Section shall be
deemed to be automatically amended to reflect any subsequent
Federal legislation or regulations.
ARTICLE V.
RETIREMENT BENEFITS
Except as otherwise provided in the Adoption Agreement and this
Prototype Plan the provisions of this Article V shall apply with
respect to the Plan Years, and benefits attributable to Plan
Years, beginning after December 31, 1988.
5.1 Normal Retirement Benefit
A Participant shall be entitled to receive as of his Normal
Retirement Date a monthly Standard Form of Retirement Income
equal to one-twelfth (1/12th) of the annual retirement benefit
determined in accordance with the benefit formula elected by the
Employer in the Adoption agreement.
5.2 Deferred Retirement Benefit
Effective with the first day of the Plan Year beginning on or
after January 1, 1988, a Participant shall be entitled to
receive as of his Deferred Retirement Date a monthly Standard
Form of Retirement Income equal to one-twelfth (1/12th) of the
greater of (i) the amount of his annual retirement benefit
determined as of his Deferred Retirement Date in accordance with
the Benefit formula elected by the Employer in the Adoption
Agreement, or (ii) the Actuarial Equivalent of his Normal
Retirement Benefit determined under section 5.1 above. The
monthly retirement benefit so determined for a Participant who
remains in employment after Normal Retirement Age shall be
offset by the Actuarial Equivalent of the total of any
distributions required by Section 9.5 which are made by the
close of the Plan Year.
5.3 Early Retirement Benefit
An Active Participant who has satisfied the age and service
requirements for early retirement shall be entitled to receive
as of his Normal Retirement Date a monthly Standard Form of
Retirement income equal to one-twelfth (1/12th) of his Accrued
Benefit. Alternatively, such Participant may elect that the
Early Retirement Benefit commence on the Participant's Early
Retirement Date or on the first day of any following month prior
to his Normal Retirement Date. If the Participant so elects to
have benefits commence prior to his Normal Retirement Date, his
annual retirement benefit shall be an amount equal to his
Accrued Benefit payable at Normal Retirement Date reduced by
one-fifteenth (1/15th) for each of the first five (5) years,
one-thirtieth (1/30th) for each of the next five (5) years, and
actuarially reduced for each additional year by which the
Participant's Annuity Starting Date precedes his Normal
Retirement Date.
If benefits commence to a Participant at a time other than
Normal Retirement Age, the Participant's Accrued Benefit will be
multiplied by a fraction, the numerator of which is the annual
factor that corresponds to the age at which benefits commence to
the Participant in the Standard Form of Retirement Income, and
the denominator of which is the annual factor that corresponds
to the Normal Retirement Age under the Plan in the Standard Form
of Retirement Income.
If benefits commence to the Participant in a form other than the
Standard Form of Retirement Income, the product in the preceding
paragraph will be actuarially adjusted in accordance with the
provisions of section 1.2 of the Plan.
If this Plan has had a Fresh-Start, the limitations in the
preceding paragraphs will be applied only to the Participant's
accruals for years for which the Plan provides for the disparity
permitted under section 401(1) of the Code. All benefit
accruals for years for which the Plan does not provide for the
disparity permitted under section 401(1) of the Code will be
actuarially adjusted in accordance with the provisions of
section 1.2 of the Plan.
The annual factor is the factor derived from the applicable in
table(s) below based on the Normal Retirement Age under the
Plan, as specified in the Adoption Agreement (determined without
regard to any years of Participation requirement), and the
Standard Form of Retirement Income, as specified in the Adoption
Agreement. If the Employer elects as an integration level in the
Adoption Agreement option 4 or 5, the following Table II shall
apply. Otherwise, the following Table I shall apply.
TABLE I
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
_______________ ____________________________________________
65 66 67
65 .75 .70 .65
64 .70 .65 .60
63 .65 .60 .55
62 .60 .55 .50
61 .55 .50 .475
60 .50 .475 .45
59 .475 .45 .425
58 .45 .425 .40
57 .425 .40 .375
56 .40 .375 .344
55 .375 .344 .316
TABLE II
Plan's Normal
Retirement Age Participant's Social Security Retirement Age
______________ ____________________________________________
65 66 67
65 .60 .56 .52
64 .56 .52 .48
63 .52 .48 .44
62 .48 .44 .40
61 .44 .40 .38
60 .40 .38 .36
59 .38 .36 .34
58 .36 .34 .32
57 .34 .32 .30
56 .32 .30 .2752
55 .30 .2752 .2528
5.4 Disability Retirement Benefit
An Active Participant who has suffered a Permanent Disability shall be
entitled to receive during the period of his disability, with the
first payment to be made on his Disability Retirement Date, a monthly
Standard Form of Retirement Income which shall be equal to his Accrued
Benefit payable at his Normal Retirement Date, reduced by
one-fifteenth (1/15th) for each of the first five (5) years,
one-thirtieth (1/30th) for each of the next five (5) years, and
actuarially reduced for each additional year by which his Disability
Retirement Date precedes his Normal Retirement Date.
If it is subsequently determined that such Participant is no longer
disabled, he shall not be entitled to further benefits as a result of
such disability, and he shall only be entitled to such other benefits
as may be provided under the terms of the Plan for which he was
eligible as of his Disability Retirement Date, reduced by the
disability retirement benefits paid. If such Participant returns to
the employ of the Employer immediately following the termination of
his Permanent Disability, he shall resume the classification of an
Active Participant, and his employment with the Employer shall not be
deemed interrupted.
A Participant, who has severed employment prior to his Permanent
Disability, will not be entitled to any benefits under this Section
5.4.
5.5 Distribution of Retirement Benefits
Distribution of any benefits payable under this Section shall be paid
in accordance with the provisions of Article IX.
5.6 Death Benefits
If a Participant dies prior to his Annuity Starting Date, the
provisions of Article VII shall apply.
5.7 Suspension of Benefits
(1) As elected by the Employer in the Adoption Agreement, normal or
early retirement benefits will be suspended for each calendar month
during which the Employee completes at least 40 Hours of Service with
the Employer as defined in section 203(a)(3)(B) of the Employee
Retirement Income Security Act of 1974, as amended ("Section
203(a)(3)B Service"). Consequently, the amount of benefits which are
paid later than Normal Retirement Age will be computed as if the
Employee had been receiving benefits since Normal Retirement Age.
(2) Resumption of payment. If benefit payments have been suspended,
payments shall resume not later than the first day of the third
calendar month after the calendar month in which the Employee ceases
to be employed in section 203(a)(3)(B) service. The initial payment
upon resumption shall include the payment scheduled to occur in the
calendar month when payments resume and any amounts withheld during
the period between the cessation of section 203(a)(3)(B) service and
the resumption of payments.
(3) Notification. No payment shall be withheld by the Plan pursuant
to this section unless the Plan notifies the Employee by personal
delivery or first class mail during the first calendar month or
payroll period in which the Plan withholds payment that his or her
benefits are suspended. Such notification shall contain a description
of the specific reasons why benefit payments are being suspended, a
description of the plan provision relating to the suspension of
payments, a copy of such provisions, and a statement to the effect
that applicable Department of Labor regulations may be found in
section 2530.203-3 of the Code of Federal Regulations.
In addition, the notice shall inform the Employee of the Plan's
procedures for affording a review of the suspension of benefits.
Requests for such reviews may be considered in accordance with the
claims procedure adopted by the plan pursuant to the section 503 of
the Employment Retirement Income Security Act of 1974, as amended, and
applicable regulations.
(4) Amount suspended.
(a) Life annuity. In the case of benefits payable periodically
on a monthly basis for as long as a life (or lives)
continues, such as a straight life annuity or a Qualified
Joint and Survivor Annuity, an amount equal to the portion
of a monthly benefit payment derived from Employer
contributions.
(b) Other benefit forms. In the case of a benefit payable in a
form other than the form described in subsection (a) above,
an amount of the Employer-provided portion of benefit
payments for a calendar month in which the Employee is
employed in section 203(a)(3)(B) service, equal to the
lesser of:
(i) The amount of benefits which would have been payable to
the Employee if he had been receiving monthly benefits
under the Plan since actual retirement based on a
straight life annuity commencing at actual retirement
age;
(ii) The actual amount paid or scheduled to be paid to the
Employee for such month. Payments which are scheduled
to be paid less frequently than monthly may be
converted to monthly payments for purposes of the above
sentence.
(5) This section does not apply to the minimum benefit to which the
Participant is entitled under the top-heavy rules of Article XV.
5.8 Frozen Accrued Benefit
A Participant's Frozen Accrued Benefit is the amount of the
Participant's Accrued Benefit determined in accordance with the
provisions of the Plan applicable in the year containing the latest
Fresh-Start Date, determined as if the Participant terminated
employment with the Employer as of the latest Fresh-Start Date, (or
the date the Participant actually terminated employment with the
Employer, if earlier), without regard to any amendment made to the
Plan after that date other than amendments recognized as effective as
of or before the date under section 401(b) of the Code or section
1.401(a)(4)-11(g) of the regulations. If the Participant has not had a
Fresh-Start Date, the Participant's Frozen Accrued Benefit will be
zero.
If, as of the Participant's latest Fresh-Start Date, the amount of a
Participant's Frozen Accrued Benefit was limited by the application of
section 415 of the Code, the Participant's Frozen Accrued Benefit will
be increased for years after the latest Fresh-Start Date to the extent
permitted under section 415(d)(l) of the Code. In addition, the Frozen
Accrued Benefit of a Participant whose Frozen Accrued Benefit includes
the Top-Heavy minimum benefits provided in section 15.3 of the Plan,
will be increased to the extent necessary to comply with the average
compensation requirement of section 416(c)(l)(D)(i) of the Code.
If: (l) the Plan's Standard Form of Retirement Income in effect on the
Participant's latest Fresh-Start Date is not the same as the Standard
Form of Retirement Income under the Plan after the Participant's
latest Fresh-Start Date and/or (2) the Normal Retirement Age for any
Participant on that date was greater than the Normal Retirement Age
for that Participant under the Plan after such latest Fresh-Start
Date, the Frozen Accrued Stated Benefit will be expressed as an
actuarially equivalent benefit in the Standard Form of Retirement
Income under the Plan after the latest Fresh-Start Date, commencing at
the Participant's Normal Retirement Age under the Plan in effect after
the latest Fresh-Start Date.
If the Plan provides a new optional form of benefit with respect to a
Participant's Frozen Accrued Benefit, such new optional form of
benefit will be provided with respect to each Participant's entire
Accrued Benefit (i.e., Accrued both before and after the Fresh-Start
Date). In addition, if this Plan is a unit credit plan, with respect
to plan years beginning after the latest Fresh-Start Date, the current
benefit formula will provide each Participant in the Fresh-Start group
a benefit of not less than .5% of the Participant's average annual
Compensation times the participant's years of Service after the latest
Fresh-Start Date. If this is a flat benefit plan, then, with respect
to Plan Years beginning after the Plan's latest Fresh-Start Date, the
current benefit formula will provide each Participant a benefit of not
less than 25% of the Participant's average annual Compensation. If a
participant will have less than 50 years of Service after the latest
Fresh-Start Date through the year the Participant attains Normal
Retirement Age (or current age, if later), then such minimum
percentage will be reduced by multiplying it by the following ratio:
Participant's years of
Service after the latest Fresh-Start Date
50
Definition of Fresh-Start Date. Fresh-Start Date generally means the
last day of a Plan Year preceding a Plan Year for which any amendment
of the Plan that directly or indirectly affects the amount of a
Participant's benefit determined under the current benefit formula
(such as an amendment to the definition of Compensation used in the
current benefit formula or a change in the Normal Retirement Age of
the Plan) is made effective. However, if under the Adoption Agreement
the Fresh-Start group is limited to an acquired group of employees, or
a group of employees with a Frozen Accrued Benefit attributable to
assets and liabilities transferred to the Plan, the Fresh Start Date
will be the date designated in the Adoption Agreement. If this Plan
has had a Fresh-Start for all Participants, and in a subsequent Plan
Year is aggregated for purposes of section 401(a)(4) of the Code with
another Plan that did not make the same Fresh-Start, this Plan will
have a Fresh-Start on the last day of the Plan Year preceding the Plan
Year during which the plans are first aggregated.
5.9 Adjustments to Frozen Accrued Benefit
(a) If elected by the Employer in the Adoption Agreement, the
provisions of sections 5.9(b) through (i) below will apply to
adjust each Participant's Frozen Accrued Benefit determined as of
the latest Fresh-Start Date under the Plan, if, as of that date,
the Plan contained a benefit formula under which the
Participant's Accrued Benefit could be determined with reference
to Compensation earned by the Participant in years beginning
after the latest Fresh-Start Date occurring before the first Plan
Year beginning on or after January 1, 1994.
(b) If a Fresh-Start group fails to satisfy the minimum coverage
requirements of section 410(b) of the Code for any Plan Year, the
provisions of this section 5.9 will not apply for that year or
any subsequent year.
A Fresh-Start group is deemed to satisfy the minimum coverage
requirements of section 410(b) of the Code for any Plan Year if
any one of the following requirements is satisfied:
1. the Fresh-Start group satisfied the minimum coverage
requirements of section 410(b) of the Code for the first
five Plan Years beginning after the Fresh-Start Date;
2. the Fresh-Start group satisfied the ratio percentage test of
section 1.410(b)-2(b)(2) of the Regulations as of the Fresh
Start Date;
3. the Fresh-Start group consists of an acquired group of
employees that satisfied the minimum coverage requirements
of section 410(b) of the Code (determined without regard to
any of the special rules pertaining to certain dispositions
or acquisitions provided in section 410(b)(6)(c)) of the
Code as of the Fresh-Start Date; or
4. the Fresh-Start Date with respect to the Fresh-Start group
occurs before the first day of the first Plan Year beginning
on or after January 1, 1994.
(c) Unit Credit Plans -- with respect to Plan Years beginning after
the latest Fresh-Start Date, the current benefit formula will
provide each Participant in the Fresh-Start group a benefit of
not less than .5% of the Participant's Average Compensation times
the Participant's years of Service after the latest Fresh-Start
Date.
(d) Flat Benefit Plans -- with respect to Plan Years beginning after
the Plan's latest Fresh-Start Date, the current benefit formula
will provide each Participant a benefit of not less than 25% of
the Participant's Average Compensation. If a Participant will
have less than 50 years of Service under the Plan after the
latest Fresh-Start Date through the year the Participant attains
Normal Retirement Age (or current age, if later), then such
minimum percentage will be reduced by multiplying it by the
following ratio:
Participant's years of
Service after the latest Fresh-Start Date
50
(e) The minimum benefit in sections 5.9 (h) through (j) below take
into account an Employee's past Service in determining the
Employee's Accrued Benefit under the Plan and may cause the Plan
to fail to satisfy the safe harbor for past service in section
1.401(a)(4)-5(a)(3) of the regulations.
(f) If this Plan was a defined benefit excess plan as of the latest
Fresh-Start Date, each Participant's Frozen Accrued Benefit will
be increased, to the extent necessary, if any, so that the Base
Benefit Percentage, as defined in the Adoption Agreement,
determined with reference to all years of Service as of the
latest Fresh-Start Date, is not less than 50 percent of the
Excess Benefit Percentage, as defined in the Adoption Agreement,
as of the latest Fresh-Start Date, determined with reference to
all years of Service as of the latest Fresh-Start Date. For this
purpose, a defined benefit excess plan is a defined benefit plan
under which the rate at which Employer-provided benefits are
determined with respect to Average Compensation above the
Integration Level under the Plan is greater than the rate at
which employer-provided benefits are determined with respect
to Average Compensation at or below the Integration Level.
(g) If this Plan was a PIA offset plan as of the latest Fresh-Start
Date, the offset applied to determine the Frozen Accrued Benefit
of each Participant in the Fresh-Start group will be decreased,
to the extent necessary, if any, so that it does not exceed 50
percent of the benefit determined without applying the offset,
taking into account all years of Service as of the latest
Fresh-Start Date. For this purpose, a PIA offset plan is a Plan
that applies the Plan's benefit rates uniformly regardless of an
Employee's Compensation, but that reduces an Employee's benefit
by a stated percentage of the Employee's primary insurance amount
under the Social Security Act.
(h) In the case of a Plan other than a Plan described in Sections
5.9(h) and 5.9(i) above, the Frozen Accrued Benefit of each
Participant in the Fresh-Start Date will be increased, to the
extent necessary, if any, in a manner that is economically
equivalent to the adjustment required under Sections 5.9 (h) and
(i).
(i) If elected by the Employer in the Adoption Agreement, the Frozen
Accrued Benefit (as adjusted under Sections 5.9 (h) through (j)
above, as applicable) of each Participant other than section
401(a)(17) Participants in the Fresh-Start group will be adjusted
in accordance with one of the methods set forth in Section 5.9(l)
below. The Frozen Accrued Benefit of all section 401(a)(17)
Participants will be determined in accordance with the special
adjustment applicable to section 401(a)(17) Participants in
Section 5.9(m).
A section 401(a)(17) Participant includes a Tax Reform Act
of 1986 (TRA '86) section 401(a)(17) Participant as well as
an Omnibus Budget Reconciliation Act of 1993 (OBRA '93)
section 401(a)(17) Participant. A TRA '86 section 401(a)(17)
Participant means a Participant whose Accrued Benefit as of
a date on or after the first day of the first Plan Year
beginning on or after January 1, 1989, is based on
Compensation for a year beginning prior to the TRA '86
statutory effective date that exceeded $ 200,000. An OBRA
'93 section 401(a)(17) Participant means a Participant whose
Accrued Benefit as of a date on or after the first day of
the first Plan Year beginning on or after January 1, 1994,
is based on Compensation for a year beginning prior to the
first day of the first Plan Year beginning on or after
January 1, 1994, that exceeded $ 150,000.
(j) The Frozen Accrued Benefit of each Participant in the Fresh-Start
group other than section 401(a)(17) Participants will be adjusted
in accordance with one of the following methods, as elected by
the Employer in the Adoption Agreement:
Old Compensation fraction: The Frozen Accrued Benefit of
each Participant in the Fresh-Start group, as adjusted in
Sections 5.9 (e) through (g) above, as fraction (not less
than 1), the numerator of which is the Participant's
Compensation for the current Plan Year, using the same
definition and Compensation formula used in determining the
Participant's Frozen Accrued Benefit, and the denominator of
which is the Participant's Compensation as of the latest
Fresh-Start Date, determined in the same manner as the
numerator.
New Compensation fraction: The Frozen Accrued Benefit of
each Participant in the Fresh-Start group, as adjusted in
Sections 5.9 (e) through (g) above, as applicable, will be
multiplied by a fraction (not less than 1), the numerator of
which is the Participant's Average Compensation, as defined
in section 1.12 of the Plan, for the current Plan Year, and
the denominator is the participant's Average Compensation as
of the latest Fresh-Start Date, determined in the same
manner as the numerator.
Reconstructed Compensation fraction: The Frozen Accrued
Benefit of each Participant in the Fresh-Start group, as
adjusted in Sections 5.9 (e) through (g) above, as
applicable, will be multiplied by a fraction (not less than
1), the numerator of which is the Participant's Average
Compensation, as defined in Section 1.12 of the Plan, for
the current Plan Year, and the denominator of which is the
Participant's reconstructed compensation as of the Fresh-
Start Date.
A Participant's "reconstructed compensation" will be equal
to the Participant's Average Compensation, as defined in
section 1.12 of the Plan, for the Plan Year elected by the
Employer in the Adoption Agreement multiplied by a fraction,
the numerator of which is the Participant's Compensation for
the Plan Year ending on the latest Fresh-Start Date
determined using the same Compensation definition and
Compensation formula used to determine the Participant's
Frozen Accrued Benefit, and the denominator of which is the
Participant's Compensation for the selected year, determined
in the same manner as the numerator.
For purposes of calculating a Participant's "reconstructed
compensation", the selected year will be the Plan Year
elected by the Employer in the Adoption Agreement.
(k) Alternative Adjustment: In lieu of applying the old compensation
fraction or new compensation fraction described in section
5.9(l), if the Employer elects, a Participant's adjusted Accrued
Benefit will be determined by substituting the Participant's
Compensation (as defined in section of the Plan) for the current
Plan Year determined under the same Compensation formula and
underlying definition of Compensation used to determine the
Frozen Accrued Benefit of each Participant in the Fresh-Start
group.
If elected by the Employer in the Adoption Agreement, the
Frozen Accrued Benefit of each section 401(a)(17)
Participant in the Fresh-Start group will be adjusted in
accordance with the following method:
Section 401(A)(17) Participants Who Are OBRA '93 Section
401(A)(17) Participants Only:
(1) Determine the Frozen Accrued Benefit of each OBRA '93
section 401(a)(17) Participant as of the last day of
the Plan Year beginning before January 1, 1994.
(2) Adjust the amount in step 1 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the average compensation of the OBRA
'93 section 401(a)(17) employee determined for the
current year (as limited by section 401(a)(17)), using
the same definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994. The denominator of the fraction
is the Participant's Average Compensation for the last
day of the last Plan Year beginning before January 1,
1994. Using the definition and Compensation formula in
effect as of the last day of the last Plan Year
beginning before January 1, 1994.
Section 401(A)(17) Participants Who Are Both TRA '86 Section
401(A)(17) Participants and OBRA '93 Section 401(A)(17)
Participants:
(1) Determine each TRA '86 section 401(a)(17) Participant's
Frozen Accrued Benefit as of the last day of the last
Plan Year beginning before January 1, 1989.
(2) Adjust the amount in step 1 up through the last day of
the last Plan Year beginning before the first Plan Year
beginning on or after January 1, 1994, by multiplying
it by the following fraction (not less than 1). The
numerator of the fraction is the TRA '86 section
401(a)(17) Participant's Average Compensation
determined for the current year (as limited by section
401(a)(17)), using the same definition and Compensation
formula in effect as of the last day of the last Plan
Year beginning before January 1, 1989. The denominator
of the fraction is the Participant's Average
Compensation for the last day of the Plan Year
beginning before January 1, 1989, using the definition
and Compensation formula in effect as of the last day
of the last Plan Year beginning before January 1, 1989.
(3) Determine the TRA '86 section 401(a)(17) Participant's
Frozen Accrued Benefit as of the last day of the last
Plan Year beginning before January 1, 1994.
(4) Subtract the amount determined in step 2 from the
amount determined in step 1.
(5) Adjust the amount in step 4 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the TRA '86 section 401(a)(17)
Participant's Average Compensation determined for the
current year (as limited by section 401(a)(17)), using
the same definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994. The denominator of the fraction
is the Participant's Average Compensation for the last
day of the Plan Year beginning before January 1, 1994,
using the definition and Compensation formula in effect
as of the last day of the last Plan Year beginning
before January 1, 1994.
(6) Adjust the amount in step 1 by multiplying it by the
following fraction (not less than 1). The numerator of
the fraction is the TRA '86 section 401(a)(17)
Participant's Average Compensation for the current year
(as limited by section 401(a)(17)), using the same
definition of Compensation and Compensation formula in
effect as of the last day of the last Plan Year
beginning before January 1, 1989. The denominator of
the fraction is the Participant's Average Compensation
for the last day of the last Plan Year beginning before
January 1, 1989, using the definition and Compensation
formula in effect as of the last day of the last Plan
Year beginning before January 1, 1989.
(7) Add the amounts determined in step 5, and the greater
of steps 6 or 2.
ARTICLE VI.
TERMINATION OF EMPLOYMENT BENEFITS
6.1 Vested Termination Benefit
If an Active Participant terminates his employment with the Employer,
or with any other business entity pursuant to Section 2.4, prior to
qualifying for any other benefits pursuant to the provisions of the
Plan, and prior to the satisfaction of the vesting requirement set
forth in the Adoption Agreement, his Participation hereunder shall
cease and no benefits shall be payable from the Plan.
If however, an Active Participant terminates his employment after the
satisfaction of the vesting requirements set forth in the Adoption
Agreement, he shall become a Vested Participant. Such Vested
Participant shall be entitled to receive a Standard Form of Retirement
Income, beginning as of his Normal Retirement Date, equal to the
vested percentage, as determined in accordance with the schedule set
forth in the Adoption Agreement, of the Participant's Accrued Benefit.
A Vested Participant who terminates employment after meeting the
Service requirement but before meeting the age requirement for Early
Retirement may also elect to retire on the first day of any month
following Early Retirement Age. Any other Vested Participant may
elect to commence payment of his benefits on the first day of any
month preceding his Normal Retirement Date and after his vested
Termination Date as specified in the Adoption Agreement. Such benefit
shall be equal to his Accrued Benefit payable at Normal Retirement
Date reduced by one-fifteenth (1/15th) for each of the next five (5)
years, one thirtieth (1/30th) for each of the next five (5) years and
actuarially reduced for each additional year by which the commencement
date of the Vested Benefit precedes his Normal Retirement Date.
6.2 Distribution of Vested Interest
As a prerequisite to the commencement of a Vested Termination Benefit
hereunder, a Participant otherwise entitled thereto shall file with
the Committee an application for such benefit at least thirty-one (31)
days prior to the Participant's Vested Termination Date. Distribution
of any benefit payable under this Section shall be paid pursuant to
the provisions of Article IX.
6.3 Death of a Vested Member
If a Vested Participant dies prior to his Annuity Starting Date, the
provisions of Article VII shall apply.
6.4 Vesting of a Participant
In order to determine the Vested Percentage of a Participant who has
incurred a Service Break, the following rules will apply:
(a) A former Participant who had a nonforfeitable right to all or a
portion of the Accrued Benefit derived from Employer
contributions at the time of the Participant's termination of
employment will receive credit for all years of Service prior to
a Service Break upon completing a year of Service after returning
to the employ of the Employer.
(b) In the case of a Participant who has five (5) or more consecutive
one (1) year Service Breaks, the Participant's pre-break Service
will count in vesting of the Employer-derived Accrued Benefit
only if (i) such Participant has any nonforfeitable interest in
the Accrued Benefit attributable to Employer contributions at the
time of separation from service, or (ii) upon returning to
Service the number of consecutive one (1) year Service Breaks is
less than the number of years of Service.
6.5 Amendment of Vesting Provisions
If the Plan's vesting schedule set forth in the Adoption Agreement is
amended or the Plan is amended in any way that directly or indirectly
affects the computation of a Participant's nonforfeitable percentage,
or if the Plan is deemed amended by an automatic change to or from a
top-heavy vesting schedule, each Participant with at least three (3)
years of Service with the Employer may elect within a reasonable
period after the adoption of the amendment or change, to have his
nonforfeitable percentage computed under the Plan without regard to
such amendment or change. For Participants who do not have at least
one Hour of Service in any Plan Year beginning on or after January 1,
1989, the preceding sentence shall be applied by substituting "five
(5) years of Service "for "three (3) years of Service." The period
during which the election may be made shall commence with the date the
amendment is adopted and shall end on the latest of: (1) sixty (60)
days after the amendment is adopted; (2) sixty (60) days after the
amendment becomes effective; or (3) sixty (60) days after the
Participant is issued written notice of the amendment by the Employer
or the Committee.
6.6 Forfeitures
(a) If a Participant terminates employment with the Employer and the
Actuarial Value of the Participant's vested Accrued Benefit
derived form Employer and Employee contributions is not greater
than $3,500, the Employee shall receive a distribution of the
Actuarial Value of the entire vested portion of such Accrued
Benefit, and the nonvested portion will be treated as a
forfeiture. For purposes of this Section 6.6, if the Actuarial
Value of a Participant's vested Accrued Benefit is zero, the
Participant shall be deemed to have received a distribution of
such vested Accrued Benefit.
(b) If a Participant terminates employment with the Employer, (and
the present value of the Employee's vested Accrued Benefit
exceeds $3,500), and elects (with his or her spouse's consent) in
accordance with Section 9.2 to receive the Actuarial Value of his
or her vested Accrued Benefit, the nonvested portion will be
treated as a forfeiture. If the Participant elects to have
distributed an amount that is less than the entire vested portion
of the Accrued Benefit derived from Employer contributions, the
part of the nonvested portion that will be treated as a
forfeiture is the total nonvested portion multiplied by a
fraction, the numerator of which is the amount of the
distribution attributable to Employer contributions and the
denominator of which is the total Actuarial Value of the vested
Employer derived Accrued Benefit.
(c) If a Participant receives a distribution pursuant to the Section
6.6 and resumes employment covered under the Plan, the
Participant shall have the right to restore his or her
Employer-provided Accrued Benefit (including all optional forms
of benefit and subsidies relating to such benefits), to the
extent forfeited, upon the repayment to the Plan of the full
amount of the distribution plus interest compounded annually at
the rate of (i) five percent (5%) from the date of distribution
to the date of repayment or to the last day of the Plan Year
beginning on or after January 1, 1987, if earlier, (ii) and one
hundred twenty percent (120%) of the federal mid-term rate (as in
effect under section 1274 of the Code for the first month of a
Plan Year) from the first day of the Plan Year beginning on or
after January 1, 1987 or the date of distribution, if later.
Such repayment must be made before the earlier of (i) five (5)
years after the Participant's Re-Employment Commencement Date or
(ii) the date the Participant incurs five (5) consecutive one
year Service Breaks following the day of distribution. If an
Employee is deemed to receive a distribution pursuant to this
Section, and the Employee resumes employment covered under this
Plan before the date he incurs five (5) consecutive one year
Service Breaks, upon the reemployment of such Employee, the
Employer-provided Accrued Benefit will be restored to the amount
on the date of such deemed distribution.
(d) Any forfeitures under this Plan shall be used to reduce Employer
contributions, and shall not be applied to increase benefits
payable under the Plan.
ARTICLE VII.
DEATH BENEFITS
7.1 Pre-Retirement Without Life Insurance:
(a) Plan funded without life insurance:
The death benefit payable under this Plan upon the death of a
Participant prior to his Annuity Starting Date shall be the
Qualified Pre-retirement Survivor Annuity plus, if applicable,
any other incidental death benefit provided in the Adoption
Agreement. Upon the death of an Active or Retired Participant
prior to his Annuity Starting Date, the death benefit shall be
determined on the basis of the Participant's entire Accrued
Benefit. Upon the death of a Vested Participant prior to his
Annuity Starting Date, the death benefit shall be determined on
the basis of the Participant's vested Accrued Benefit.
(b) Plan funded with life insurance:
If a Participant dies prior to his Annuity Starting Date, the
Participant's surviving spouse shall be entitled to a Qualified
Pre-retirement Survivor Annuity plus the proceeds of insurance
policies purchased on he Participant's life; provided that any
death benefit in addition to the Qualified Pre-retirement
Survivor Annuity shall be reduced to the extent necessary so that
the sum of such additional benefit and the Actuarial Value of the
Qualified Pre-retirement Survivor Annuity does not exceed one
hundred (100) times the Participant's anticipated monthly benefit
or such lesser multiple specified in the Adoption Agreement. If
the Participant dies prior to his Annuity Starting Date and has
no surviving spouse or his surviving spouse is not his
Beneficiary, his Beneficiary shall be entitled only to the
proceeds of insurance policies purchased on the Participant's
life.
If a Participant should die before the issuance of a contract in
accordance with the terms of this Plan, the death benefit payable
shall be equal to the amount of premiums that would have been
paid to purchase the contract, plus the Actuarial Value of his
Accrued Benefit, if any.
Upon the death of an Active or Retired Participant prior to his
Annuity Starting Date, the death benefit shall be determined on
the basis of the Participant's entire Accrued Benefit. Upon the
death of a Vested Participant prior to his Annuity Starting Date,
the death benefit shall be determined on the basis of the
Participant's vested Accrued Benefit.
7.2 Designation of Beneficiary
Each Participant shall have the right, by written notice to the
Committee, to designate or to change his Beneficiary. However, any
designation (or change of designation) of a Beneficiary must be
consented to by the Participant's Spouse pursuant to a Qualified
election under 9.2, if such Beneficiary is not the Participant's
Spouse.
7.3 Distribution of Death Benefit
Notwithstanding any other provision of the Plan, after receipt by the
Committee of due notice of the death of the Participant, any benefit
payable under this Article shall be paid in accordance with Article
IX.
7.4 Payment on Beneficiary's Death
If the Beneficiary should die while in receipt of benefits hereunder,
benefits payable following the Beneficiary's death, if any, shall be
paid to the legal representative of such Beneficiary's estate.
7.5Post-Retirement Death Benefit
Upon the death of a Participant after his Annuity Starting Date, any
payment of benefits to the Beneficiary after the Participant's death
shall be governed by the terms of the form of benefit under which
payments were being made.
ARTICLE VIII.
LIMITATIONS ON BENEFITS
8.1 Maximum Retirement Benefit
(a) The Annual Benefit otherwise payable to a Participant at any time
will not exceed the Maximum Permissible Amount. If the benefit
the Participant would otherwise accrue in a Limitation Year would
produce an Annual Benefit in excess of the Maximum Permissible
Amount, the rate of accrual will be reduced so that the Annual
Benefit will equal the Maximum Permissible Amount. This
limitation is deemed satisfied if the Annual Benefit payable to a
Participant is not more than one thousand dollars ($1,000)
multiplied by the Participant's number of years of Service or
parts thereof (not to exceed then (10)) with the Employer and the
Employer has not at any time maintained a defined contribution
plan, a welfare benefit plan as defined in section 419(e) of the
Code, or an individual medical account as defined in section
415(1)(2) of the Code maintained by the Employer, or a simplified
Employee pension, as defined in section 408(k) of the Code,
maintained by the Employer, in which such Participant
participated.
(b) If a Participant has made nondeductible Employee contributions
under the terms of this Plan, the amount of such contributions is
treated as an Annual Addition to a qualified defined contribution
plan.
(c) If a Participant is, or has ever been, covered under more than
one defined benefit plan maintained by the Employer, the sum of
the Participant's Annual Benefits from all such plans may not
exceed the Maximum Permissible Amount. The Employer will elect
in the Adoption Agreement the method by which the plans will meet
this limitation.
(d) If the Employer maintains, or at any time maintained, one or more
qualified defined contribution plans covering any Participant in
this Plan, a welfare benefit fund, as defined in section 419(e)
of the Code, or an individual medical account as defined in
section 415(1)(2) of the Code maintained by the Employer, or a
simplified Employee pension, as defined in section 408(k) of the
Code, maintained by the Employer, that the sum of the
Participant's Defined Contribution Fraction and Defined Benefit
Fraction will not exceed one (1.0) in any Limitation Year. The
Employer will choose in the Adoption Agreements the method by
which the plans will meet this limitation.
(e) In the case of an individual who was a Participant in one or more
defined benefit plans of the Employer as of the first day of the
first Limitation Year beginning after December 31, 1986, the
application of the limitations of this Section 8.1 shall not
cause the maximum Permissible Amount for such individual under
all such defined benefit plans to be less than the individual's
Current Accrued Benefit. The preceding sentence applies only if
such defined benefit plans met the requirements of section 415 of
the Code, for all limitation years beginning before January 1,
1987.
(f) For purposes of this Section 8.1 and Article XVII, the following
definitions shall apply.
(1) "Annual Additions" shall mean the sum of the following
amounts credited to the Participant's account for the
Limitation Year:
(A) Employer contributions;
(B) Employee contributions; and
(C) forfeitures.
Amounts allocated, after March 31, 1984, to an
individual medical account, as defined in section
415(1)(2) of the Code, which is part of a pension or
annuity plan maintained by the Employer, are treated as
Annual Additions to a defined contribution plan. Also,
amounts derived from contributions paid or accrued
after December 31, 1985, in taxable years ending after
such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a
Key Employee, as defined in section 419A(d)(3) of the
Code, under a welfare benefit fund, as defined in
section 419(e) of the Code, maintained by the Employer,
are treated as Annual Additions to a defined
contribution plan. Also, allocations under a
simplified Employee pension are treated as Annual
Additions to a defined contribution plan.
(2) "Annual Benefit" shall mean a retirement benefit payable
under the Plan which is payable annually in the form of a
straight life annuity. Except as provided below, a benefit
payable in a form other than a straight life annuity must be
adjusted to an actuarially equivalent straight life annuity
before applying the limitations of this Section. The
interest rate assumption used to determine actuarial
equivalence will be the greater of the interest rate
specified in Section 1.2 of this Plan or five percent (5%).
The Annual Benefit does not include any benefits
attributable to Employee contributions or rollover
contributions, or the assets transferred from a qualified
plan that was not maintained by the Employer. No actuarial
adjustment to the benefit is required for (a) the value of a
Qualified Joint and Survivor Annuity, (b) the value of
benefits that are not directly related to retirement
benefits (such as the qualified disability benefit,
pre-retirement death benefits and post-retirement medical
benefits) and (c) the value of post-retirement
cost-of-living increases made in accordance with Section
415(d) of the Code and section 1.415-3(c)(2)(iii) of the
Federal Income Tax Regulations.
(3) "Compensation", unless otherwise specified in the Adoption
Agreement, shall mean, in the case of an Employee other than
a Self-Employed Individual, his section 3401(a) wages, which
are actually paid or includable in gross income during the
Limitation Year. In the case of a Self-Employed Individual,
Compensation shall mean his Earned Income.
(4) "Current Accrued Benefit" shall mean a Participant's Accrued
Benefit under the Plan, determined as if the Participant had
separated form service as of the close of the last
Limitation Year beginning before January 1, 1987, when
expressed as an Annual Benefit within the meaning of section
415(b)(2) of the Code. In determining the amount of a
Participant's Current Accrued Benefit, the following shall
be disregarded:
(i) any change in the terms and conditions of the Plan
after May 5, 1986; and
(ii) any cost-of-living adjustments occurring after May 5,
1986.
(5) "Defined Benefit Dollar Limitation" shall mean ninety
thousand dollars ($90,000). Effective on January 1, 1988,
and each January thereafter, the ninety thousand dollar
($90,000) limitation above will be automatically adjusted by
multiplying such limit by the cost-of-living adjustment
factor prescribed by the Secretary of the Treasury under
section 415(d) of the Code in such manner as the Secretary
shall prescribe. The new limitation will apply to
Limitation Years ending within the calendar year of the date
of the adjustment.
(6) "Defined Benefit Fraction" shall mean a fraction, the
numerator of which is the sum of the Participant's Projected
Annual Benefit under all the defined benefit plans (whether
or not terminated) maintained by the Employer, and the
denominator of which is the lesser of one hundred
twenty-five percent (125%) of the dollar limitation
determined for the Limitation Year under sections 415(b) and
(d) of the Code and in accordance with Section 8.1(f)(11)
below or one hundred forty percent (140%) of the Highest
Average Compensation, including adjustments under section
415(b) of the Code.
Notwithstanding the above, if the Participant was a
Participant as of the first day of the first Limitation Year
beginning after December 31, 1986, in one or more defined
benefit plans maintained by the Employer which were in
existence on May 6, 1986, the denominator of this fraction
will not be less than one hundred twenty-five percent (125%)
of the sum of the annual benefits under such plans which the
Participant had accrued as of the close of the last
Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the
plans after May 5, 1986. The preceding sentence applies
only if the defined benefit plans individually and in the
aggregate satisfied the requirements of section 415 of the
Code for all Limitation Years beginning before January 1,
1987.
(7) "Defined Contribution Fraction" shall mean a fraction the
numerator of which is the sum of the Annual Additions to the
Participant's account under all the defined contribution
plans (whether or not terminated) maintained by the Employer
for the current and all prior Limitation years (including
the Annual Additions attributable to the Participant's
nondeductible voluntary contributions to this and all the
defined benefit plans (whether or not terminated) maintained
by the Employer and the Annual Additions attributable to all
welfare benefit funds, as defined in section 419(e) of the
Code or individual medical accounts, as defined in section
415(1)(2) of the Code, or a simplified employee pension, as
defined in section 408(k) of the Code, maintained by the
Employer), and the denominator of which is the sum of the
Maximum Aggregate Amounts for the current and all prior
Limitation Years of Service with the Employer (regardless of
whether a defined contribution plan was maintained by the
Employer).
The Maximum Aggregate Amount in any Limitation Year is the
lesser of one hundred twenty-five percent (125%) of the
dollar limitation determined under Sections 415(b) and (d)
of the Code in effect under section 415(c)(1)(A) of the Code
or thirty-five percent (35%) of the Participant's
Compensation for such year.
If the Employee was a Participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in
one or more defined contribution plans maintained by the
Employer which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the sum of
this fraction and the Defined Benefit Fraction would
otherwise exceed one (1.0) times under the terms of this
Plan. Under the adjustment, an amount equal to the product
of (a) the excess of the sum of the fractions over 1.0 times
(b) the denominator of this fraction will be
permanently subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions as they
would be computed as of the end of the last Limitation Year
beginning before January 1, 1987, and disregarding any
changes in the terms and condition of the Plans made after
May 5, 1986, but using the limitation of section 415 of the
Code applicable to the first Limitation Year beginning on or
after January 1, 1987.
The Annual Additions for any Limitation Year beginning
before January 1, 1987 shall not be recomputed to treat
all Employee contributions as Annual Additions.
(8) "Employer" shall mean the Employer that adopts this Plan,
and all members of a controlled group of corporations (as
defined in section 414(b) of the Code, as modified by
section 415(h)), commonly controlled trades or businesses
(as defined ins section 414(c) as modified by section
415(h)), affiliated service groups (as defined in section
414(m)) of which the adopting Employer is a part, or any
other entity required to be aggregated with the adopting
Employer pursuant to regulations under section 414(o).
(9) "Highest Average Compensation" shall mean the average
Compensation for the three (3) consecutive years of Service
with the Employer that produces the highest average. A Year
of Service with the Employer is the twelve (12) consecutive
month period identical to the Plan Year.
(10) "Limitation Year" shall mean the calendar year, unless
another twelve (12) consecutive month period is elected in
the Adoption Agreement. All qualified plans maintained by
the Employer must use the same Limitation Year. If the
Limitation year is changed by amendment, the new Limitation
year must begin on a date within the Limitation Year in
which the amendment is made.
(11) "Maximum Permissible Amount":
(A) Effective as of the first day of the first Plan Year
beginning on or after January 1, 1987, the lesser of
the Defined Benefit Dollar limitation or one hundred
percent (100%) of the Participant's Highest Average
Compensation.
(B) If the Participant has less than ten (10) Years of
Participation (as defined in Section 8.1(f)(13) of the
Plan) with the Employer, the Defined Benefit Dollar
Limitation is reduced by one-tenth (1/10th) for each
Year of Participation (or part thereof) less then ten
(10). If the Participant has less than ten (10) years
of Service with the Employer, the Compensation
limitation is reduced by one-tenth (1/10th) for each
year of Service (or part thereof) less than ten (10).
The adjustments of this paragraph (b) shall be applied
in the denominator of the Defined Benefit Fraction
based upon years of Service. Years of Service shall
include future years occurring before the Participant's
Normal Retirement Age. Such future years shall include
the year which contains the date the Participant
reaches Normal Retirement Age, only if it can be
reasonably anticipated that the Participant will
receive a year of Service for such year.
(C) If the annual benefit of the Participant commences
before the Participant's Social Security Retirement
Age, but on or after age sixty-two (62), the Defined
Benefit Dollar Limitation as reduced above, if
necessary, shall be determined as follows:
(i) If a Participant's Social Security Retirement Age
is sixty-five (65), the dollar limitation for
benefits commencing on or after age sixty-two (62)
is determined by reducing the Defined Benefit
Dollar Limitation by five-ninths of one percent
(.556%) for each month by which benefits commence
before the month in which the Participant attains
age sixty-five (65).
(ii) If a Participant's Social Security Retirement Age
is greater than sixty-five (65), the dollar
limitation for benefits commencing on or after age
sixty-two (62) is determined by reducing the
defined benefit dollar limitation by five-ninths
of one percent (.556%) for each of the first
thirty-six (36) months and five-twelfths of one
percent (.556%) for each of the additional months
(up to twenty-four (24) months) by which benefits
commence before the month of the Participant's
Social Security Retirement Age.
(D) If the annual benefit of a Participant commences prior
to age sixty-two (62), the Defined Benefit Dollar
Limitation shall be the Actuarial Equivalent of an
annual benefit beginning at age sixty-two (62), as
determined above, reduced for each month by which
benefits commence before the month in which the
Participant attains age sixty-two (62). To determine
actuarial equivalence, the interest rate assumption is
the greater of the rate specified in Section 1.12 or
five percent (5%). Any decrease in the Defined Benefit
Dollar Limitation determined in accordance with this
paragraph (d) shall not reflect any mortality decrement
to the extent that benefits will not be forfeited upon
the death of the Participant.
(E) If the annual benefit of a Participant commences after
the Participant's Social Security Retirement Age, the
Defined Benefit Dollar Limitation as reduced in
paragraph (b) above, if necessary, shall be adjusted so
that it is the Actuarial Equivalent of an annual
benefit of such dollar limitation beginning at the
Participant's Social Security Retirement Age. To
determine actuarial equivalence, the interest rate
assumption used is the lesser of the rate specified in
Section 1.2 or five percent (5%).
(12) "Projected Annual Benefit" shall mean the Annual Benefit as
defined in subsection (2) above, to which the Participant
would be entitled under the terms of the Plan assuming:
(A) the Participant will continue employment until the
Normal Retirement Date under the Plan (or current
date,if later) and
(B) the Participant's Compensation for the current
Limitation Year and all other relevant factors used to
determine benefits under the Plan will remain constant
for all future Limitation Years.
(13) "Year of Participation" shall mean a year of Participation
(as defined in Article I) (computed to fractional parts of a
year). A Participant who is permanently and totally
disabled within the meaning of section 415(c)(3)(C)(i) of
the Code for an accrual computation period shall receive a
Year of Participation with respect to that period. In
addition, for a Participant to receive a Year of
Participation (or part thereof) for a Plan Year, the Plan
must be established no later than the last day of such
accrual computation period. In no event will more than one
Year of Participation be credited for any twelve (12) month
period.
8.2 Limitations Applicable to Twenty-Five (25) Highest Paid Employees
(a) Prior to the date the pre-termination restrictions in section 8.3
of the Plan are effective, Employer contributions on behalf of
any of the twenty-five (25) highest paid Employees at the time
the Plan is established and whose anticipated annual benefit
exceeds fifteen hundred dollars ($1,500) will be restricted as
provided in paragraph (b) upon the occurrence of the following
conditions:
(1) The Plan is terminated within ten (10) years after its
establishment, or
(2) The benefits of such highest paid Employee become payable
within ten (10) years after the establishment of the Plan.
If (2) above is applicable, the restrictions shall remain in
effect until the expiration of the ten (10) year period or,
if later, the date on which the Full Current Costs have been
funded for the first time.
(b) Employer contributions (or funds attributable thereto) which may
be used for the benefit of an Employee described in paragraph (a)
shall not exceed the greater of twenty thousand dollars
($20,000), or twenty percent (20%) of the first fifty thousand
dollars ($50,000) of the Employee's Annual Compensation
multiplied by the number of years between the date of
establishment of the Plan and:
(1) If (a)(1) applies, the date of termination of the Plan, or
(2) If (a)(2) applies, the date the benefits become payable.
(c) If the Plan is amended so as to increase the benefit actually
payable in the event of the subsequent termination of the Plan,
or the subsequent discontinuance of contributions thereunder,
then the provisions of the above paragraphs shall be applied to
the Plan as so changed as if it were a new plan established on
the date of the change. The original group of twenty-five (25)
Employees (as described in (a) above will continue to have the
limitation in (b) apply as if the Plan had not been changed. The
restrictions relating to the change of Plan should apply to
benefits or funds for each of the twenty-five (25) highest paid
Employees on the effective date of the change except that such
restrictions need not apply with respect to any Employee in this
group from whom the normal annual pension or annuity provided by
Employer contributions prior to that date or during the ensuing
ten (10) years, based on his rate of Annual Compensation on that
date, could not exceed fifteen hundred dollars ($1,500).
The Employer contributions which may be used for the benefit of
the new group of twenty-five (25) Employees will be limited to
the greater of:
(1) The Employer contributions (or funds attributable thereto)
which would have been applied to provide the benefits for
the Employee if the previous plan had been continued without
change;
(2) Twenty thousand dollars ($20,000); or
(3) The sum of (A) the Employer contributions (or funds
attributable thereto) which would have been applied to
provide benefits for the Employee under the previous plan if
it had been terminated the day before the effective date of
the change and (B) an amount computed by multiplying the
number of years for which the current costs of the Plan
after that date are met by (i) twenty percent (20%) or his
Annual Compensation, or (ii) ten thousand dollars ($10,000),
whichever is smaller.
(d) Notwithstanding the above limitations, the following limitation
will apply if they would result in a greater amount of Employer
contributions to be used for the benefit of the restricted
Employee:
(1) In the case of a substantial owner (as defined in section
4022(b)(5) of the Act), a dollar amount which equals the
present value of the benefit guaranteed for such Employee
under section 4022 of the Act, or if the Plan has not
terminated, the present value of the benefit that would be
guaranteed if the Plan terminated on the date the benefit
commences, determined in accordance with regulation of the
PBGC; and
(2) In the case of other restricted Employees, a dollar amount
which equals the present value of the maximum benefit
described in section 4022(b)(3)(B) of the Act (determined on
the earlier of the date the Plan terminates or the date
benefits commence and determined in accordance with
regulations of the PBGC) without regard to any other
limitations in section 4022 of the Act.
(e) The provisions of this Section 8.2 shall not restrict the full
payment of the Standard Form of Retirement Income payable under
the Plan or the full payment of an optional form of retirement
benefit in an amount not in excess of the Standard Form of
Retirement Income while the Plan is in effect and (1) its Full
Current Costs are met or (2) the aggregate of all payments in
excess of the restricted amounts payable to all Participants who
are among the affected twenty-five (25) highest paid Employees
does not exceed the aggregate of all Employer contributions
already made to the Plan in the current Plan Year.
(f) The provisions of this Section 8.2 shall not restrict the payment
of a lump sum distribution if the Participant enters into an
agreement to repay any amount which may be required to be repaid
under this Section 8.2 upon a plan termination or failure to meet
Full Current Costs within ten (10) years of its establishment or
amendment increasing benefits, as applicable, and the Participant
deposits with an acceptable depository property having a fair
market value equal to one hundred twenty-five percent (125%) of
the amount which would be repayable had the Plan terminated on
the date of the lump sum distribution. If the market value of
the property held by the depository falls below one hundred ten
percent (110%) of the amount which would be repayable if the Plan
were then to terminate, additional property necessary to bring
the value of the property held by the depository up to one
hundred twenty-five percent (125%) of such amount will be
deposited.
(g) If this Plan terminates at a time when the value of Plan assets
is not less than the present value of all Accrued Benefits
(whether or not nonforfeitable) distributions of assets to each
Participant equal to the present value of the Participant's
Accrued Benefit will not be discriminatory if the formula for
computing benefits as of the date of termination is not
discriminatory. All present values and the value of Plan assets
will be computed using assumptions satisfying section 4044 of the
Act.
(h) For purposes of this Section 8.2:
(1) "Full current costs" of the Plan means the normal cost of
the Plan, as defined in IRS Regulations Section 1.404(a)-6
for all years since the effective date of the Plan, plus
interest on any unfunded liability during such period.
(2) "Annual Compensation" means an Employee's average regular
annual Compensation, or such average Compensation over the
last five (5) years, or such Employee's last annual
Compensation if such Compensation is reasonably similar to
his average regular annual Compensation for the five (5)
preceding years.
8.3 Additional Restrictions
For Plan Years beginning on or after the date set forth in the
Adoption Agreement, benefits distributed to any of the 25 most highly
compensated active and highly compensated former Employees with the
greatest Compensation in the current or any prior year are restricted
such that the annual payments are no greater than an amount equal to
the payment that would be made on behalf of the Employee under a
straight life annuity that is the Actuarial Equivalent of the sum of
the Employee's Accrued Benefit, the Employee's other benefits under
the Plan (other than a social security supplement, within the meaning
of section 1.411(a)-7(c)(4)(ii) of the Income Tax Regulations), and
the amount the Employee is entitled to receive under a social security
supplement.
The preceding paragraph shall not apply if: (1) after payment of the
benefit to an Employee described in the preceding paragraph, the value
of Plan assets equals or exceeds 110% of the value of current
liabilities, as defined in section 412(1)(7) of the Code, (2) the
value of the benefits for an Employee described above is less than 1%
of the value of current liabilities before distribution, or (3) the
value of the benefits payable under the Plan to an Employee described
above does not exceed $3,500.
For purposes of this section, "benefit" includes loans in excess of
the amount set forth in section 72(p)(2)(A) of the Code, any periodic
income, any withdrawal values payable to a living Employee, and any
death benefits not provided for by insurance on the Employee's life.
The pre-termination restrictions in section 8.3 of the Plan will be
effective as elected in the Adoption Agreement (no later than the
first day of the 1994 Plan Year).
An Employee's otherwise restricted benefit may be distributed in full
to the affected Employee if prior to receipt of the restricted amount,
the Employee enters into a written agreement with the Plan
Administrator to secure repayment to the Plan of the restricted
amount. The restricted amount is the excess of the amounts
distributed to the Employee (accumulated with reasonable interest)
over the amounts that could have been distributed to the Employee as a
straight life annuity (accumulated with reasonable interest). The
Employee may secure repayment of the restricted amount upon
distribution by: (1) entering into an agreement for promptly
depositing in escrow with an acceptance depository property having a
fair market value equal to at least 125 percent of the restricted
amount, (2) providing a bank letter of credit in amount equal to at
least 100 percent of the restricted amount, or (3) posting a bond
equal to at least 100 percent of the restricted amount. If the
Employee elects to post bond, the bond will be furnished by an
insurance company, bonding company or other surety for federal bonds.
The escrow arrangement may provide that an Employee may withdraw
amounts in excess of 125 percent of the restricted amount. If the
market value of the property in an escrow account falls below 110
percent of the remaining restricted amount, the Employee must deposit
additional property to bring the value of the property held by the
depository up to 125 percent of the restricted amount. The escrow
arrangement may provide that an Employee may have the right to receive
any income from the property placed in escrow subject to the
Employee's obligation to deposit additional property, as set forth in
the preceding sentence.
A surety or bank may release any liability on a bond or letter of
credit in excess of 100 percent of the restricted amount.
If the Plan Administrator certifies to the depository, surety or bank
that the Employee (or the Employee's estate) is no longer obligated to
repay any restricted amount, a depository may redeliver to the
Employee any property held under an escrow agreement, and a surety or
bank may release any liability on an Employee's bond or letter of
credit.
ARTICLE IX.
PAYMENT OF BENEFITS
9.1 Commencement of Benefits
The following provisions shall be applicable for determining when the
distribution of benefits shall be made:
(a) If the Actuarial Value of a Participant's vested Accrued Benefit
exceeds (or at the time of any prior distribution exceeded)
$3,500, the Participant must consent to any distribution of such
Accrued Benefit prior to the date the Participant has attained
the later of Normal Retirement Age or age sixty-two (62). The
consent of the Participant's spouse shall also be required if
such distribution is made in any form other than a Qualified
Joint and Survivor Annuity. The consent of the Participant and,
if applicable, the Participant's spouse to any such distribution
shall be obtained in writing within the ninety (90) day period
ending on the Annuity Starting Date. The Committee shall provide
the Participant with a written explanation of the material
features and relative values of he optional forms of benefit
available under the Plan. Such notice shall also notify the
Participant of the right to defer distribution until Normal
Retirement Age (or age sixty-two (62), if later), and shall be
provided during the period beginning ninety (90) days before and
ending thirty (30) days before the Annuity Starting Date.
Notwithstanding the foregoing, only the Participant need consent
to the commencement of a distribution in the form of a Qualified
Joint and Survivor Annuity while the Accrued Benefit is
immediately distributable. Neither the consent of the
Participant nor the Participant's spouse shall be required to the
extent that a distribution is required to satisfy section
401(a)(9) or section 415 of the Code.
An Accrued Benefit is immediately distributable if any part of
the Accrued Benefit could be distributed to the Participant (or
surviving spouse) before the Participant attains (or would have
attained if not deceased) the later of Normal Retirement Age or
age 62.
For purposes of determining the applicability of the foregoing
consent requirements to distributions made before the first day
of the first Plan Year beginning after December 31, 1988, the
Participant's vested Accrued Benefit shall not include amounts
attributable to accumulated deductible Employee contributions
within the meaning of section 72(o)(5)(B) of the Code.
(b) Unless the Participant elects otherwise, in the event of the
retirement or termination of employment of a Participant, the
Committee shall determine the exact date on which payment of
benefits shall commence, but such date shall be no later than the
sixtieth (60th) day after the close of the Plan Year in which the
latest of the following events occurs:
(1) the Participant reaches his Normal Retirement Age (or
age sixty-five (65), if earlier),
(2) the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan, or
(3) the Participant terminates employment with the
Employer.
The failure of a Participant or surviving spouse to consent to a
distribution shall be deemed to be an election to defer
commencement of benefit distributions sufficient to satisfy this
Section.
Neither the consent of the Participant nor the Participant's
spouse shall be required to the extent a distribution is
necessary to satisfy section 401(a)(9) or section 415 of the
Code.
If, however, such Participant's termination occurred after he had
satisfied the Service requirements, if any, for an Early
Retirement Benefit, he may elect to have such benefit commence on
a date prior to his Normal Retirement Date, provided an
application is filed with the Committee at least sixty (60) days
prior to the earlier commencement date.
Employer-derived benefits shall be paid only in the event of
death, disability, termination of employment or retirement.
9.2 Automatic Annuity Requirements
(a) Applicability of Automatic Annuity Requirements.
The provisions of this Section shall take precedence over any
conflicting provision in this Plan and shall apply to any Participant
who is credited with at least one (1) Hour of Service with the
Employer on or after August 23, 1984, and such other Participants as
provided in Section 9.3.
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the ninety
(90) day period ending on the Annuity Starting Date, a married
Participant's Vested Accrued Benefit shall be paid in the form of a
Qualified Joint and Survivor Annuity and an unmarried Participant's
Vested Accrued Benefit shall be paid in the form of a single life
annuity. The Participant may elect to have such annuity distributed
upon attainment of the Earliest Retirement Age.
Qualified Pre-retirement Survivor Annuity. Unless an optional form of
benefit is selected within the election Period pursuant to a Qualified
Election, if a Participant dies after the Earliest Retirement Age, the
Participant's Surviving Spouse (if any) shall receive the same benefit
that would be payable if the Participant had retired with an immediate
Qualified Joint and Survivor Annuity on the day before the
Participant's date of death.
Unless an optional form of benefit is selected within the Election
Period pursuant to a Qualified Election, if a Participant dies on or
before the Earliest Retirement Age, the Participant's Surviving Spouse
(if any) shall receive the same benefit that would be payable if the
Participant had:
(i) separated form service on the date of death (or date of
separation from service, if earlier),
(ii) survived to the Earliest Retirement Age,
(iii)retired with an immediate Qualified Joint and Survivor
Annuity at the Earliest Retirement Age, and
(iv) died on the day after the Earliest Retirement Age.
Notwithstanding the above, a Surviving Spouse shall begin to receive
payments at the Earliest Retirement Age, unless such Surviving Spouse
elects a later date. The Actuarial Value of benefits which commence
later than the date on which payments would have been made to the
surviving spouse under a Qualified Joint and Survivor Annuity in
accordance with this provision shall be adjusted to reflect the
delayed payment.
Subject to the provisions of Section 9.1(a), a surviving spouse will
begin to receive payments at the Earliest Retirement Age. Benefits
commencing after the Earliest Retirement Age will be the Actuarial
Equivalent of the Benefit to which the surviving spouse would have
been entitled if benefits had commenced at the Earliest Retirement Age
under an immediate Qualified Joint and Survivor Annuity.
The benefit payable to the Surviving Spouse shall be attributable to
Employee contributions in the same proportion as the Accrued Benefit
derived from Employee contributions is to the total Accrued Benefit of
the Participant.
Definitions. For purposes of this Section 9.2, the following words
shall have the following meanings:
(i) "Earliest Retirement Age" shall mean the earliest date on which,
under the Plan, the Participant could elect to receive
retirement benefits.
(ii) "Election Period" shall mean the period which begins on the first
day of the Plan Year in which the Participant attains age
thirty-five (35) and ends on the date of the Participant's death.
If a Participant separates from service prior to the first day of
the Plan Year in which age thirty-five (35) is attained, with
respect to benefits accrued prior to separation, the Election
Period shall begin on the date of separation.
A Participant who will not yet attain age thirty-five (35) as of
the end of any current Plan Year may make a special Qualified
Election to waive the Qualified Pre-retirement Survivor Annuity
for the period beginning on the date of such election and ending
on the first day of the Plan Year in which the Participant will
attain age thirty-five (35). Such election shall not be valid
unless the Participant receives a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 9.2(b).
Qualified Pre-retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year in
which the Participant attains age thirty-five (35). Any new
waiver on or after such date shall be subject to the full
requirements of this Section 9.2.
(iii)"Qualified Election" shall mean a Participant's waiver of a
Qualified Joint and Survivor annuity or a Qualified
Pre-retirement Survivor Annuity. Any such waiver must be
consented to in writing by the Participant's Spouse. The
Spouse's consent must: designate a specific alternate Beneficiary
(including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal consent)
or expressly permit designations by the Participant without any
further spousal consent; acknowledge the effect of the election;
and be witnessed by a member of the Committee or a Notary Public.
Additionally, a Participant's waiver of the Qualified Joint and
Survivor Annuity shall not be effective unless the election
designates a form of benefit payment which may not be changed
without spousal consent (or the Spouse expressly permits
designations by the Participant without any further spousal
consent). Notwithstanding this consent requirement, if the
Participant establishes to the satisfaction of a member of the
Committee that there is no Spouse or the Spouse cannot be
located, a waiver will be deemed a Qualified Election. Any
spousal consent (of deemed spousal consent) obtained under this
provision will be valid only with respect to such Spouse. A
consent that permits designations by the Participant without
further consent by such Spouse must acknowledge that the Spouse
has the right to limit consent to a specific Beneficiary and,
where applicable, a specific form of benefit, and that the Spouse
voluntarily elects to relinquish either or both of such rights.
A revocation of a prior consent may be made by a Participant
without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not be
limited. No consent obtained under this provision shall be valid
unless the Participant has received notice as provided in
paragraph (b) below.
(iv) "Spouse (Surviving Spouse)" shall mean the Spouse or Surviving
Spouse of the Participant, provided that a former spouse will be
treated as the Spouse or Surviving Spouse to the extent provided
under a qualified domestic relations order as described in
section 414(p) of the Code.
(v) "Vested Accrued Benefit" shall mean the value of the
Participant's vested Accrued Benefit derived from Employer and
Employee contributions (including rollovers). The provisions of
this Section shall apply to a Participant who is vested in
amounts attributable to Employer contributions, Employee
contributions (or both) at the time of death or distribution.
(b) Notice Requirements.
Qualified Joint and Survivor Annuity. In the case of a Qualified
Joint and Survivor Annuity as described above the Committee shall
provide each Participant a written explanation of: (i) the terms and
conditions of a Qualified Joint and Survivor Annuity; (ii) the
Participant's right to make and the effect of an election to waive the
Qualified Joint and Survivor Annuity form of benefit; (iii) the rights
of a Participant's Spouse; (iv) the right to make, and the effect of,
a revocation of a previous election to waive the Qualified Joint and
Survivor Annuity; and (v) the relative values of the various optional
forms of benefit under the Plan.
Qualified Pre-retirement Survivor Annuity. In the case of a Qualified
Pre-retirement Survivor Annuity as described above, the Committee
shall provide each Participant with a written explanation of the
Qualified Pre-retirement Survivor Annuity in such terms and in such
manner as would be comparable to the explanation provided for meeting
the requirement applicable to explaining a Qualified Joint and
Survivor Annuity within whichever of the following periods ends last:
(i) The period beginning on the first day of the Plan Year in which
the Participant attains age thirty-two (32) and ending with the
close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35).
(ii) A reasonable period ending after a Participant enters the Plan.
(iii)A reasonable period after this Section 9.2 first applies to a
Participant.
(iv) A reasonable period ending after the Plan ceases to "fully
subsidize" the cost of the Qualified Pre-retirement Survivor
Annuity.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii) and (iv)
is the end of the two (2) year period beginning one year prior to the
date the applicable event occurs, and ending one year after that date.
Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after termination of employment in the case
of a Participant who terminates employment before attaining age 35.
Such notice shall be provided within the two (2) year period beginning
one year prior to termination and ending one year after termination.
If such a Participant thereafter returns to employment with the
Employer, the applicable period for such Participant shall be
redetermined.
Notwithstanding the above, the respective notices prescribed herein
need not be given to a Participant if this Plan "fully subsidizes" the
costs of a Qualified Joint and Survivor Annuity or Qualified
Pre-retirement Survivor Annuity and the Participant cannot elect
another form of benefit or designate a non-spouse Beneficiary. For
purposes of the foregoing, a Plan fully subsidizes the costs of a
benefit if under the Plan no increase in cost or decrease in benefits
to the Participant may result from the Participant's failure to elect
another benefit. Prior to the time the Plan allows the Participant to
waive the Qualified Pre-retirement Survivor Annuity, the Plan may not
charge the Participant for the cost of such benefit by reducing the
Participant's benefits under the Plan or by any other method.
9.3 Transitional Rules Applicable to Joint and Survivor Annuities
(a) Any living Participant not receiving benefits on August 23, 1984,
who would otherwise not receive the benefits prescribed by
Section 9.2 must be given the opportunity to elect to have
section 9.2 apply if such Participant is credited with at least
one (1) Hour of Service under this Plan or a predecessor Plan in
a Plan Year beginning on or after January 1, 1976, and such
Participant had at least ten (10) years of Service when he or she
terminated employment.
(b) Any living Participant not receiving benefits on August 23, 1984
who was credited with at least one (1) Hour of Service under this
Plan or a predecessor Plan on or after September 2, 1974, and who
is not otherwise credited with any Service in a Plan Year
beginning on or after January 1, 1976, must be given the
opportunity to have his or her benefits paid in the manner set
forth in paragraph (d) below.
(c) The respective opportunities to elect (as described in paragraphs
(a) and (b) above) must be afforded to the appropriate
Participants during the period commencing on August 23, 1984, and
ending on the date benefits would otherwise commence to said
Participants.
(d) Any Participant who has elected pursuant to paragraph (b) above
and any Participant who does not elect under paragraph (a) above
or who meets the requirements of paragraph (a) except that such
Participant does not have at least ten (10) years of Service when
he or she terminates employment shall have his or her benefits
distributed in accordance with all of the following requirements
if benefits would have been payable in the form of a life
annuity.
(1) Qualified Joint and Survivor Annuity. If benefits in the
form of a life annuity become payable to a married
Participant who:
(i) Begins to receive payments under the Plan on or
after Normal Retirement Age; or
(ii) Dies on or after Normal Retirement Age while still
working for the Employer; or
(iii)Begins to receive payments on or after the
Qualified Early Retirement Age; or
(iv) Separates from service on or after attaining
Normal Retirement Age (or the Qualified Early
Retirement Age) and after satisfying the
eligibility requirements for the payment of
benefits under the Plan and thereafter dies before
beginning to receive such benefits; then such
benefits will be received under this Plan in the
form of a Qualified Joint and Survivor Annuity,
unless the Participant has elected otherwise
during the election period which shall begin at
least six (6) months before the Participant
attains Qualified Early Retirement Age and end not
more than ninety (90) days before the commencement
of benefits. Any election hereunder will be in
writing and may be changed by the Participant,
with the consent of his or her spouse, at any item
during the election period.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age
will be given the opportunity to elect, during the election
period, to have a survivor annuity payable on death. If the
Participant elects the survivor annuity, payments under such
annuity must not be less than the payments which would have
been made to the spouse under Qualified Joint and Survivor
Annuity if the Participant had retired on the day before his
or her death. Any election under this provision will be in
writing and may be changed by the Participant, with the
consent of his or her spouse, at any time. The election
period begins on the later of (1) the ninetieth (90th) day
before the Participant attains the Qualified Early
Retirement Age, or (2) the date on which Participation
begins, and ends on the date the Participant terminates
employment.
(3) Definitions. For purposes of this Section 9.3(d):
(i) "Qualified Joint and Survivor Annuity" shall mean
an annuity for the life of the Participant with a
survivor annuity for the life of his Spouse as
described in Section 9.2.
(ii) Qualified Early Retirement Age shall mean the
latest of:
(A) the earliest date, under the Plan, on which
the Participant may elect to receive
retirement benefits,
(B) the first day of the one hundred twentieth
(120th) month beginning before the
Participant reaches Normal Retirement Age, or
(C) the date the Participant begins
participation.
9.4 Other Forms and Methods of Payment of Benefits
The Standard Form of Retirement Income shall be the applicable form of
Automatic Annuity under Section 9.2. In lieu of the Automatic
Annuity, a Participant or Beneficiary may elect any one of the
optional forms of distribution set forth below or specified in the
Adoption Agreement, subject to the provisions of Section 9.5. Each
optional form of distribution shall be the Actuarial Equivalent of the
Participant's Standard Form of Retirement income. Any such election
by a Participant must be accompanied by the written consent of his
spouse (consistent with the requirements for a Qualified Election
under Section 9.2).
The available form of distribution shall be:
(i) a lump sum distribution.
(ii) a joint and 100% survivor annuity.
(iii)a single life annuity.
(iv) a single life annuity contract, with 10 years guaranteed.
(v) installments payable monthly, quarterly, semi-annually or
annually.
At the Committee's discretion, any benefits payable under the Plan may
be paid directly from the Trust Fund in cash, or through the purchase
of an annuity contract from an insurance company selected by the
Committee.
9.5 Required Payment of Benefits
(a) Subject to Section 9.2, Automatic Annuity Requirements, the
requirements of this Section shall apply to any distribution of a
Participant's interest and will take precedence over any
inconsistent provisions of this Plan. Unless otherwise
specified, the provisions of this Section apply to calendar years
beginning after December 31, 1984.
All distributions required under this Section shall be determined
and made in accordance with the Proposed Income Tax Regulations
under section 401(a)(9) of the Code, including the minimum
distribution incidental benefit requirement of section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
(b) Required Beginning Date. The entire interest of a Participant
must be distributed or begin to be distributed no later than the
Participant's required beginning date.
(c) Limits on Distribution Periods. As of the first distribution
calendar year, distributions, if not made in a single-sum, may
only be made over one of the following periods (or a combination
thereof):
(i) the life of the Participant,
(ii) the life of the Participant and a designated Beneficiary,
(iii)a period certain not extending beyond the life expectancy of
the Participant, or
(iv) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated
Beneficiary.
Any annuity contract purchased and distributed to a Participant or his
Beneficiary shall comply with the requirements of this Plan, and shall
be made and endorsed as nontransferable.
(d) Determination of amount to be distributed each year.
(i) If the Participant's interest is to be paid in the form of
annuity distributions under the Plan, payments under the
annuity shall satisfy the following requirements:
(A) the annuity distributions must be paid in periodic
payments made at intervals not longer than one year;
(B) the distribution period must be over a life (or lives)
or over a period certain not longer than a life
expectancy (or joint life and survivor expectancy)
described in section 401(a)(9)(A)(ii) or section
401(a)(9)(B)(iii) of the Code, whichever is applicable;
(C) the life expectancy (or joint life and last survivor
expectancy) for purposes of determining the period
certain shall be determined without recalculation of
life expectancy;
(D) once payments have begun over a period certain, the
period certain may not be lengthened even if the period
certain is shorter than the maximum permitted;
(E) payments must either be nonincreasing or increase only
as follows:
(1) with any percentage increase in a specified and
generally recognized cost-of-living index;
(2) to the extent of the reduction to the amount of
the Participant's payments to provide for survivor
benefit upon death, but only if the Beneficiary
whose life was being used to determine the
distribution period described in subparagraph (C)
above dies and the payments continue otherwise in
accordance with that subparagraph over the life of
the Participant;
(3) to provide cash refunds of Employee contributions
upon the Participant's death; or
(4) because of an increase in benefits under the Plan.
(F) If the annuity is a life annuity (or a life annuity
with a period certain not exceeding 20 years), the
amount which must be distributed on or before the
Participant's required beginning date (or, in the case
of distributions after the death of the Participant,
the date distributions are required to begin pursuant
to paragraph (e) below) shall be the payment which is
required for one payment interval. The second payment
need not be made until the end of the next payment
interval even if that payment interval ends in the next
calendar year. Payment intervals are the periods for
which payments are received, e.g., bimonthly, monthly,
semi-annually, or annually.
If the annuity is a period certain annuity without a
life contingency (or is a life annuity with a period
certain exceeding 20 years) periodic payments for each
distribution calendar year shall be combined and
treated as an annual amount. The amount which must be
distributed by the Participant's required beginning
date (or, in the case of distributions after the death
of the Participant, the date distributions are required
to begin pursuant to paragraph (e) below) is the annual
amount for the first distribution calendar year. The
annual amount for other distribution calendar years,
including the annual amount for the calendar year in
which the Participant's required beginning date (or the
date distributions are required to begin pursuant to
paragraph (e) below) occurs, must be distributed on or
before December 31 of the calendar year for which the
distribution is required.
(ii) Annuities purchased after December 31, 1988, are subject to
the following additional conditions:
(A) Unless the Participant's spouse is the
designatedBeneficiary, if the Participant's interest is
being distributed in the form of a period certain
annuity without a life contingency, the period certain
as of the beginning of the first distribution calendar
year may not exceed the applicable period determined
using the table set forth in Q&A A-5 of section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.
(B) If the Participant's interest is being distributed in
the form of a joint and survivor annuity for the joint
lives of the Participant and a nonspouse Beneficiary,
annuity payments to be made on or after the
Participant's required beginning date to the designated
Beneficiary after the Participant's death must not at
any time exceed the applicable percentage of the
annuity payment for such period that would have been
payable to the Participant using the table set forth in
Q&A A-6 of section 1.401(a)(9)-2 of the Proposed Income
Tax Regulations.
(iii)Transitional rule. If payments under an annuity which
complies with paragraph (d)(i) above begin prior to January
1, 1989, the minimum distribution requirements in effect as
of July 27, 1987, shall apply to distributions from this
Plan, regardless of whether the annuity form of payment is
irrevocable. This transitional rule also applies to
deferred annuity contracts distributed to or owned by the
Employee prior to January 1, 1989, unless additional
contributions are made under the Plan by the Employer with
respect to such contract.
(iv) If the form of distribution is an annuity made in accordance
with this paragraph (d), any additional benefits accruing to
the Participant after his or her required beginning date
shall be distributed as a separate and identifiable
component of the annuity beginning with the first payment
interval ending in the calendar year immediately following
the calendar year in which such amount accrues.
(v) Any part of the Participant's interest which is in the form
of an individual account shall be distributed in a manner
satisfying the requirements of section 401(a)(9) of the Code
and regulations thereunder.
(e) Death Distribution Provisions.
(i) Distribution beginning before death. If the Participant
dies after distribution of his or her interest has begun,
the remaining portion of such interest will continue to be
distributed at least as rapidly as under the method of
distribution being used prior to the Participant's death.
(ii) Distribution beginning after death. If the Participant dies
before distribution of his or her interest begins,
distribution of the Participant's entire interest shall be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in
accordance with (A) or (B) below:
(A) if any portion of the Participant's interest is payable
to a designated Beneficiary, distributions may be made
over the life of over a period certain not greater than
the life expectancy of the designated Beneficiary
commencing on or before December 31 of the calendar
year immediately following the calendar year in which
the Participant died;
(B) if the designated Beneficiary is the Participant's
surviving spouse, the date distributions are required
to begin in accordance with (A) above shall not be
earlier than the later of (1) December 31 of the
calendar year immediately following the calendar year
in which the Participant died and (2) December 31 of
the calendar year in which the Participant would have
attained age seventy and one-half (70-1/2).
If the Participant has not made an election pursuant to this
paragraph (e)(ii) by the time of his or her death, the
Participant's designated Beneficiary must elect the method
of distribution no later than the earlier of (1) December 31
of the calendar year in which distributions would be
required to begin under this section, or (2) December 31 of
the calendar year which contains the fifth anniversary of
the date of death of the Participant. If the Participant
has no designated Beneficiary, or if the designated
Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.
(iii)For purposes of paragraph (e)(ii) above, if the surviving
spouse dies after the Participant, but before payments to
such spouse begin, the provisions of paragraph (e)(ii), with
the exception of paragraph (B) therein, shall be applied as
if the surviving spouse were the Participant.
(iv) For purposes of this paragraph (e), any amount paid to a
child of the Participant will be treated as if it had been
paid to the surviving spouse if the amount becomes payable
to the surviving spouse when the child reaches the age of
majority.
(v) For the purposes of this paragraph (e), distribution of a
Participant's interest is considered to begin on the
Participant's required beginning date (or, if paragraph
(e)(iii) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to
paragraph (e)(ii) above). If distribution in the form of an
annuity described in paragraph (d) above irrevocably
commences to the Participant before the required beginning
date, the date distribution is considered to begin is the
date distribution actually commences.
(f) Definitions.
(i) Designated Beneficiary. The individual who is designated as
the beneficiary under the Plan in accordance with section
401(a)(9) of the Code and the regulations thereunder.
(ii) Distribution calendar year. A calendar year for which a
minimum distribution is required. For distributions
beginning before the Participant's death, the first
distribution calendar year is the calendar year which
contains the Participant's required beginning date. For
distribution beginning after the Participant's death, the
first distribution calendar year is the calendar year in
which distributions are required to begin pursuant to
paragraph (e) above.
(iii)Life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of
the Participant (or designated Beneficiary) as of the
Participant's (or designated Beneficiary's) birthday in the
applicable calendar year. The applicable calendar year
shall be the first distribution calendar year. If annuity
payments commence before the required beginning date, the
applicable calendar year is the year such payments commence.
Life expectancy and joint and last survivor expectancy are
computed by use of the expected return multiples in Tables V
and VI of section 1.72-9 of the Income Tax Regulations.
(g) Required beginning date.
(i) General rule. The required beginning date of a Participant
is the first day of April of the calendar year following the
calendar year in which the Participant attains age seventy
and one-half (70-1/2).
(ii) Transitional rule. The required beginning date of a
Participant who attains age seventy and one-half (70-1/2)
before January 1, 1988, shall be determined in accordance
with (A) or (B) below:
(B) Five Percent Owners. The required beginning date of a
Participant who is a five percent (5%) owner during any
year beginning after December 31, 1979, is the first
day of April following the later of:
(1) the calendar year in which the Participant attains
age seventy and one-half (70-1/2), or
(2) the earlier of the calendar year with or within
which ends the Plan Year in which the Participant
becomes a five percent (5%) owner, or the calendar
year in which the Participant retires. The
required beginning date of a Participant who is
not a five percent (5%) owner who attains age
seventy and one-half (70-1/2) during 1988 and who
has not retired as of January 1, 1989, is April 1,
1990.
(iii)Five percent (5%) owner. A Participant is treated as a five
percent (5%) owner for purposes of this Section if such
Participant is a five percent (5%) owner as defined in
section 416(i) of the Code (determined in accordance with
section 416 but without regard to whether the Plan is
Top-Heavy) at any time during the Plan Year ending with or
within the calendar year in which such owner attains age
sixty-six and one-half (66-1/2) or any subsequent Plan Year.
(iv) Once distributions have begun to a five percent (5%) owner
under this Section, they must continue to be distributed,
even if the Participant ceases to be a five percent (5%)
owner in a subsequent year.
Transitional Rule. Notwithstanding the above requirements and
subject to the requirement of Section 9.2, distribution on behalf
of any Employee, including a five percent (5%) owner, may be made
in accordance with all of the following requirements (regardless
of when such distribution commences):
(a) The distribution by the Plan is one which would not have
disqualified such Plan under section 401(a)(9) of the Code
as in effect prior to amendment by the Deficit Reduction Act
of 1984.
(b) The distribution is in accordance with a method of
distribution designated by the Employee whose interest in
the trust is being distributed or, if the Employee is
deceased, by a Beneficiary of such Employee;
(c) Such designation was in writing, was signed by the Employee
or Beneficiary, and was made before January 1, 1984;
(d) The Employee had accrued a benefit under the Plan as of
December 31, 1983; and
(e) The method of distribution designated by the Employee or the
Beneficiary specifies the form of the distribution, the time
at which distribution will commence, the period over which
distributions will be made and in the case of any
distribution upon the Employee's death, the Beneficiaries of
the Employee listed in order of priority. Unless paid to a
Surviving Spouse under a Qualified Joint and Survivor
Annuity, the method of distribution selected must assure
that at least fifty percent (50%) of the present value of
the amount available for distribution is paid within the
life expectancy of the Participant.
A distribution upon death will not be covered by this transition
rule unless the information in the designation contains the
required information described above with respect to the
distributions to be made upon the death of the Employee.
For any distribution which commences before January 1, 1984, but
continues after December 31, 1983, the Employee, or the
Beneficiary, to whom such distribution is being made, will be
presumed to have designated the method under which the
distribution is being made if the method of distribution was
specified in writing and the distribution satisfies the
requirement in subparagraphs (a) through (e) above.
If a designation is revoked, the subsequent distribution must
satisfy the requirements of section 401(a)(9) of the Code and the
regulations thereunder. If a designation is revoked subsequent
to the date distributions are required to begin, the trust must
distribute by the end of the calendar year following the calendar
year in which the revocation occurs the total amount not yet
distributed which would have been required to have been
distributed to satisfy section 401(a)(9) of the Code and the
regulation thereunder, but for the section 242(b)(2) election.
For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental
benefit requirements in section 1.401(a)(9)-2 of the Proposed
Income Tax Regulations. Any changes in the designation will be
considered to be a revocation of the designation. However, the
mere substitution or addition of another Beneficiary (one not
named in the designation) under the designation will not be
considered to be a revocation of the designation so long as such
substitution or addition does not alter the designation, directly
or indirectly (for example, by altering the relevant measuring
life). The rules of Q&A J-2 and J-3 of Proposed Income Tax
Regulations section 1.401(a)(9)-1 shall apply to rollovers and
transfers form one plan to another.
9.6 Certain Distributions
In the event a distribution made to or on behalf of a Participant
prior to the attainment of age fifty-nine and one-half (59-1/2), would
be subject to the ten percent (10%) penalty tax set forth in section
72(t) or 72(m)(5) of the Code, the Participant may, within sixty (60)
days of the distribution date, request that the distribution be
transferred to another qualified retirement plan or an Individual
Retirement Account as a rollover contribution, if the distribution
satisfies the requirements of section 402(c)(5) of the Code.
9.7 No Duplication of Benefits
In the determination of the amount of any benefit to which a
Participant is entitled in accordance with the provisions of this
Plan, adjustments shall be made to reflect any amounts previously paid
under the provisions of this Plan.
9.8 Direct Rollovers
(a) This section applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a distributee's election under this part, a
distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an eligible rollover
distribution, that is equal to at least $500, paid directly to an
eligible retirement plan specified by the distributee in a direct
rollover.
(b) Eligible rollover distribution: An eligible rollover distribution
is any distribution of all or any portion of the balance to the credit
of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint lives
(or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any
distribution that is not includable in net unrealized appreciation
with respect to Employer securities; and any other distribution(s)
that is reasonably expected to total less than $200 during a year.
(c) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in section 408(a) of the Code,
an individual retirement annuity described in section 408(b) of the
Code, and annuity plan described in section 403(a) of the Code, or a
qualified plan described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However, in the
case of an eligible rollover distribution to the Surviving Spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity.
(d) Distributee: A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or former spouse
who is the alternate payee under a qualified domestic relations order,
as defined in section 414(p) of the Code, are distributee's with
regard to the interest of the spouse or former spouse.
(e) Direct rollover: A direct rollover is a payment of the Plan to
the eligible retirement plan specified by the distributee.
ARTICLE X.
THE COMMITTEE
10.1 Creation of a Committee
The Employer may appoint a person or persons to act as the Committee
and serve at its pleasure. If no such Committee is appointed, the
Employer shall act as the Committee. The Employer shall notify the
Trustee of the appointment of the original members of the Committee
and of each change in the membership of the Committee. Vacancies in
the Committee shall be filled by the Employer.
10.2 Committee Action
In the event that the Employer appoints such person or persons to act
as the Committee, such Committee shall act by a majority of its
members at a meeting or in writing without a meeting. A member of the
Committee who is also a Participant of the Plan shall not vote or act
as a member of the Committee upon any matter relating solely to his
rights or benefits under the Plan.
10.3 Authorized Signatory
Except as otherwise provided in section 10.10, the Committee may
designate a person or persons who shall be authorized to sign any
document in the name of the Committee. The Trustee shall be fully
protected in relying upon any notice, instruction or certification
from the Committee or executed pursuant to the provisions of this
Section.
10.4 Powers and Duties
The Committee shall have such powers and duties as are necessary for
the proper administration of the Plan, including but not limited to
the power to make decisions with respect to the application and
interpretation of the Plan. The Committee shall be empowered to
establish rules and regulations for the transactions of its business
and for the administration of the Plan. The determinations of the
Committee with respect to the interpretation, application, or
administration of the Plan shall be final, binding, and conclusive
upon each person or party interested or concerned.
10.5 Non-Discrimination
Where provisions of this Plan are at the discretion of the Committee,
all Participants shall be treated in an uniform and non-discriminatory
manner.
10.6 Records and Reports
The Committee shall maintain such records as may be necessary for
proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service
and Department of Labor as required by law. Employees may examine
those records pertaining directing to them.
10.7 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice or
opinion of any consultant, accountant, or attorney and such persons
may also act in their respective professional capacities as advisors
to the Employer.
10.8 Payment of Expenses
All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses
incident to the duties of the Committee, including, but not limited
to, fees of consultants, accountants, and attorneys, and other costs
of administering the Plan. Until paid, the expenses shall constitute
a liability of the Trust Fund. However, the Employer may reimburse
the Trust Fund for any administration expense incurred. Any
administration expense paid to the Trust Fund as a reimbursement shall
not be considered an Employer contribution.
10.9 Limitation of Liability
The Committee must discharge its duties solely in the interest of the
Participants and their Beneficiaries. The Committee must carry out
its duties with the care, skill, prudence and diligence under
circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The Committee,
however, shall not be liable for any acts or decisions based on the
advice or opinion of any consultant, accountant or attorney employed
by the Committee in their respective professional capacities as
advisors to the Employer, provided, however, that the Committee did
not violate its general fiduciary duty in selecting or retaining such
advisor.
10.10 Payment Certification to Trustee
The Committee shall provide written instruction to the Trustee with
respect to all payment which become due under the terms of the Plan
and shall direct the Trustee to make such payments from the Trust
Fund. All orders, requests and instructions by the Committee to the
Trustee shall be in writing and signed by an authorized member of the
Committee.
The Trustee shall act and shall be fully protected in acting in
accordance with such orders, requests and instructions.
10.11 Claims Procedure
A Participant or Beneficiary ("Claimant") may file a written claim for
benefits with the Committee. If the Committee decides that a Claimant
is not entitled to all or any part of the benefits claimed, it shall,
within ninety (90) days of receipt of such claim, inform the claimant
in writing of its determination; the reasons for its determination,
including specific references to the pertinent Plan provisions; and
the Plan's review representative shall be permitted to review
pertinent documents and within sixty (60) days after receipt of the
notice of denial of claim to request to appear personally before it or
to submit such further information or comments to the Committee as
will, in the Claimant's opinion establish his right to such benefits.
The Committee will render its final decision with the specific reason
therefor in writing and will transmit it to the claimant by certified
mail within sixty (60) days (or one hundred twenty (120) days, if
special circumstances require an extension of time and the claimant is
given written notice within the initial sixty (60) day period) of any
such appearance. If the final decision is not made within such
period, it will be considered denied. If, upon review of a request
for benefits hereunder, the Committee finds the Participant ineligible
for such benefits, it shall inform the Participant in writing the
reason or reasons for such denial. In the event any Participant or
Beneficiary disagrees with the conclusions of the Committee, the
Committee must reconsider their decision based on the facts and
evidence presented to them by the Participant or Beneficiary.
Further, the Committee must substantiate in writing to any Participant
or Beneficiary who disagrees with the amount of his benefit the method
under which the benefit computations were made.
ARTICLE XI.
PARTICIPANT VOLUNTARY CONTRIBUTIONS
11.1 Voluntary Contributions
Effective for Plan Years beginning after the Plan Year in which this
Plan is adopted by the Employer, Employee contributions shall not be
permitted under this Plan. Employee contributions for Plan Years
beginning after December 31, 1986 shall be limited so as to meet the
nondiscrimination test of section 401(m) of the Code.
11.2 Accounting Procedures
The Committee shall maintain a separate Participant Voluntary
Contribution Account for Employee contributions made prior to such
time. Such Account shall be fully vested and nonforfeitable at all
times. On the basis of each annual valuation of the Trust Fund, as
provided for in the Trust Agreement, the Participant Voluntary
Contribution Accounts of all Participants shall be adjusted to reflect
the effects of income, realized and unrealized gains and losses on
securities and expenses. Such adjustment shall be based upon the
proportion that the total of all Participant Voluntary Contribution
Accounts as of the last preceding Anniversary Date bears to the total
market value of the Trust Fund. Each Participant shall then have his
Participant Voluntary Contribution Account adjusted in proportion to
all such Participant Voluntary Contribution Accounts.
11.3 Withdrawals
(a) A Participant may make withdrawals from the Participant Voluntary
Contribution Account which results from his own contributions at
such time as the Committee shall designate, but not more than
quarterly during a Plan Year provided that no single withdrawal
shall be less than the total amount in such Account or five
hundred dollars ($500), whichever is less, and the aggregate
withdrawals by a Participant prior to his separation from service
may never exceed the smaller of the actual amount he has
contributed or the adjusted value of the Participant Voluntary
Contribution Account resulting from his own contributions.
(b) Distribution or withdrawals form a Participant's Voluntary
Contribution Account shall be paid in accordance with the
provisions of Article IX, including the requirement of the
written consent of the Participant's spouse to any withdrawal.
(c) No portion of a Participant's Accrued Benefit derived form
Employer contributions shall be forfeitable solely as a result of
a Participant's withdrawal of voluntary contributions.
11.4 Transfers From Other Trusts
The Committee may, in its discretion, direct the Trustee to accept a
rollover contribution described in sections 402(a)(5), 403(a)(4) or
408(a)(3)(A)(ii) of the Code or a direct transfer of funds from a
qualified retirement plan, provided that, in the opinion of counsel
for the Employer, the transfer will not jeopardize the tax exempt
status of the Plan or create adverse tax consequences to the Employer.
The committee shall exercise such discretion in a uniform and
non-discriminatory manner. A transfer or rollover contribution may be
made on behalf of an Employee eligible to participate in the Plan who
has not met the age and service requirements, if any, for
participation. Such an Employee shall become a Participant on the
date the Trustee accepts the rollover contribution or transfer for all
purposes, except that no Employer or Employee contributions shall be
made by or on behalf of such Employee and such Employee shall not
share in Plan forfeitures until he has completed the age and service
requirements for participation. A rollover contribution or transfer
shall be maintained in a Participant's Rollover Account, provided that
the Committee shall maintain a separate accounting for the amount
transferred and its share of the income.
ARTICLE XII.
INSURANCE CONTRACTS
The Employer may elect in the Adoption Agreement to have the
provisions of this Article XII apply.
12.1 Trustee To Procure Contracts
If this Plan is to be funded partially with life insurance contracts,
the Trustee, upon his applications, shall procure a contract on the
whole, universal or term life plan on the life of a Participant who is
insurable as a standard risk, or who is not insurable as a standard
risk but with respect to whom the Committee shall have elected to pay
substandard rates in accordance with Section 12.2 hereof. The
contract shall provide a life insurance benefit, payable on the death
of the Participant prior to his Normal Retirement Date, equal to a
multiple limited to one hundred (100) times the amount of anticipated
monthly normal retirement benefit to which such Participant is
entitled as calculated pursuant to Section 5.1. The multiple shall be
set forth in the Adoption Agreement.
12.2 Substandard Lives
If a Participant is not insurable as a standard risk but may
nevertheless be eligible for insurance coverage at an extra rating
because of excess mortality hazards, the Committee, in its discretion,
may agree to pay the substandard rate required to obtain the full
amount of the death benefits herein above set forth. In determining
whether or not to pay such substandard rates, the Committee shall not
discriminate and shall accord uniform treatment to all of its
Participants in a similar situation. The Committee shall notify the
Trustee of its decision in each such case.
The Trustee, upon his application, shall either procure an annuity on
the life of each Participant who is not insurable or who is insurable
only at substandard rates and with respect to whom the Committee shall
not have elected to pay substandard rates in accordance with this
Section; or shall purchase no annuity on the life of such Participant,
whichever course of action shall be dictated by the Committee. If the
choice shall be the purchase of an annuity, the annual premium
therefore shall not exceed the annual premium that would have been
paid for a whole life policy covering such Participant had he been
insurable as a standard risk. Such annuity shall provide a benefit in
the event of death prior to his Normal Retirement Date at least equal
to the cash value of such annuity or the sum of the premiums paid,
whichever is greater. If the choice shall be the purchase of no
annuity, then the annual contributions on behalf of such Participant,
determined pursuant to Section 3.1, shall be those required to provide
the benefits to which he shall be entitled, form time to time, without
reference to any annuity on his life, and the entire amount of such
contributions shall be deposited to his account in the Trust Fund.
12.3 Rules Applicable To Contracts
The following rules shall be applicable to the acquisition, handling
or disposition of any contract:
(a) Each such whole or universal life insurance contract shall
contain a provision permitting the purchase at retirement of any
additional income to which the Participant shall be entitled
pursuant to Article V.
(b) Each application for a contract and the contracts themselves,
shall nominate and designate the Trustee as sole owner, with the
right reserved to said Trustee to exercise any right or option
contained therein, subject to the terms and provisions of this
Plan. All such contracts shall be held by the Trustee.
(c) The Trustee shall be designated in the contracts to receive the
proceeds maturing by reason of the death of the Participant to
pay death benefits pursuant to Article VII to the Deceased
Participant's Beneficiary or Beneficiaries.
(d) The Trustee shall arrange, where possible, that all contracts
issued under this Plan shall bear the same premium due date.
(e) All whole or universal life insurance contracts acquired for the
purpose of this Plan shall contain guaranteed cash values and as
uniform basic options as it is possible to obtain.
(f) Each whole or universal life insurance contract shall provide in
the event of lapse for non-payment of premiums that its value
will be applied in accordance with contract provisions to provide
reduced paid-up benefits.
(g) Each contract, if and only if issued by a company selling
policies on a participating basis, shall provide that the
dividend plan shall be premium reduction. Any dividend payable
upon maturity of the contract shall be payable in cash to the
Trustee.
(h) Any payments by the insurer on account of credits such as
dividends, experience rating credits, or surrender or
cancellation credits shall be applied, within the taxable year of
the Employer in which received or within the next succeeding
taxable year, toward the next premiums due before any further
Employer contributions are so applied.
12.4 Increases or Decreases in Benefits
If the anticipated normal retirement benefit of a Participant is
increased, the Trustee shall take the necessary action to increase the
Participant's benefits to become effective on the Anniversary Date
next following or coinciding with such increase, to the extent
required by increase or accumulation of prior increases; provided,
however, that no increase in the benefit of a Participant shall be
recognized by the purchase of additional contracts unless and until
the increase or an accumulation of increases shall be sufficient in
amount to require provision for a minimum of ten dollars ($10) per
month of additional retirement benefit.
If the anticipated normal retirement benefit of a Participant is
decreased, the Trustee shall take the necessary action, to become
effective on the next succeeding Anniversary Date, to decrease the
benefits provided by contract for such Participant to the extent
required by such decrease or accumulation of decreases, provided,
however, that reduction in the amount of contracts unless and until
the decrease or accumulation of decreases shall be sufficient in
amount to cause a reduction of a minimum of ten dollars ($10) per
month in retirement benefits. If any portion of the value of the
contracts shall be released, the Trustee shall retain such released
amount toward the payment of premiums due in the current or succeeding
years.
In no event, however, shall increases in benefits occurring within
five (5) years of the Normal Retirement Date of any Participant be
reflected by the purchase of additional contracts, nor shall decreases
in anticipated benefits be reflected by the reduction in the amount of
contracts.
12.5 Deferred Retirement
If a Participant should continue in the employ of the Employer beyond
his Normal Retirement Date in accordance with Section 4.3, the Trustee
shall convert the contracts on the life of such Participant to reduced
paid-up contracts under the provision of such contracts relating to
default in premium payment so that, subject to the terms and
conditions of the provision for the purchase of additional retirement
benefits, a deferral of such Participant's retirement benefits can be
accomplished until his actual retirement. Upon actual retirement, the
Trustee shall make application to the insurance company to obtain for
such Participant the retirement benefits to which he may be then
entitled. In lieu of such action, the Trustee may direct the
insurance company to pay the cash value of the contracts on the life
of such Participant to the Trustee for distribution pursuant to
Article IX.
If term life insurance has been purchased and if the Participant
should continue in the employ of the Employer beyond his Normal
Retirement Date in accordance with Section 4.3, the Committee shall
have the right to direct that the Trustee continue the term life
contracts on the life of such Participant
12.6 Premium Continuation
The Trustee shall pay any premiums which become due on contracts
purchased on the life of a Participant who has left the employ of the
Employer for reasons other than retirement, death or disability until
it can be determined that such Participant has incurred a Service
Break or it has been decided to distribute to the terminated
Participant his benefit.
12.7 Conflicts With Plan Terms
In the event of any conflict between the terms of this Plan and the
terms of any insurance contract issued hereunder, the Plan provisions
shall control.
ARTICLE XIII.
GENERAL PROVISIONS
13.1 No Right of Continued Employment
Neither the establishment of the Plan nor the making of contributions
by the Employer, nor any action of the Employer or the Committee shall
be held or construed to confer upon any person any legal right to be
continued as an Employee. The Employer expressly reserves the right
to discharge any Employee whenever the interest of the Employer may so
require.
13.2 Non-Alienation of Interest
No benefit or interest available hereunder will be subject to
assignment or alienation, either voluntarily or involuntarily. The
preceding sentence shall not apply to loans made to the Participant
under the Plan, or domestic relations orders which are determined by
the Committee to be a qualified domestic relations orders, as defined
in section 414(p) of the Code, or were entered before January 1, 1985.
13.3 Incompetence of Participants and Beneficiaries
If the Committee deems any person incapable of receiving benefits to
which he is entitled by reason of minority, illness, infirmity, or
other incapacity, it may direct the Trustee to make payment directly
for the benefit of such person to a legal representative of such
person. Such payment shall, to the extent thereof, discharge all
liability of the Employer, the Committee, the Trustee and the Fund.
13.4 Separate Employer Trusts Maintained
Except as provided in section 16.2, the Plan of each Employer which
adopts this Prototype Plan and corresponding Trust Agreement as part
of its Plan shall be administered separately from those of any other
Employer.
13.5 Governing Law
The Plan shall be administered, construed and enforced to the state
wherein the Trustee maintains its principal place of business, except
to the extent preempted by the Act.
13.6 Severability
Should any provision of the Plan or rules and regulations adopted
thereunder be deemed or held to be unlawful or invalid for any reason,
such fact shall not adversely affect the other provisions unless such
invalidity shall render impossible or impractical the functioning of
the Plan. In such case, the appropriate parties shall immediately
adopt a new provision to take the place of the illegal or invalid
provision.
13.7 Gender and Number
The masculine pronoun wherever used shall include the feminine pronoun
and the singular shall include the plural and the plural shall include
the singular, wherever appropriate to the context.
13.8 Titles and Headings
The titles and headings of the respective Articles and Sections in
this instrument are inserted merely for convenience and shall be given
no legal effect.
13.9 Counterparts as Original
The Plan has been prepared in counterparts each of which so prepared
shall be construed an original and such counterparts shall together
constitute one and the same instrument.
13.10 Failure of Employer's Plan to Qualify
The use of this Prototype Plan and corresponding Trust Agreement shall
be available only to the Plans of Employers which meet the
requirements of section 401(a) of the Code. If the Employer's Plan
fails to attain or retain qualification, such Plan shall no longer
participate in the Prototype Plan and will be considered an
individually designed Plan.
13.11 Exclusive Benefit
Except as otherwise provided in this Plan, at no time shall any part
of the corpus or income of the Fund be used for or diverted to
purposes other than for the exclusive benefit of the Participants and
their Beneficiaries and defraying reasonable expenses of the Plan.
13.12 Proper Payee
The records of the Committee at the time of death of any person
entitled to any benefits hereunder shall be conclusive as to the
identity of the proper payee and of the amounts payable. Payment made
in accordance with such facts shall constitute a complete discharge of
any and all obligations hereof. In the event any amount shall become
payable to any person or estate, the Committee shall mail written
notice to such person's last known address as shown in the Employer's
records. If such person or his personal representative does not
present himself to the Committee within one year after the mailing of
such notice, then the Committee may distribute any amounts due to one
or more of the spouse, blood relatives and adopted children of such
person. Any action of the Committee under this Section shall be final
and conclusive upon all persons. Any person who receives any
distribution under this Section shall be the absolute owner thereof,
regardless of whether such person had been a Participant, a
Beneficiary or the personal representative of any Participant
hereunder. If a benefit is forfeited because the Participant or
Beneficiary cannot be found, such benefit will be reinstated if a
claim is made by the Participant or Beneficiary.
ARTICLE XIV.
LOANS
14.1 Loans to Participants
If permitted under the Adoption Agreement, the Committee, in its
discretion, may authorize and direct the Trustee to grant loans to
Participants and Beneficiaries in accordance with written rules
established by the Committee. Such loans:
(a) Shall not exceed the lesser of:
(1) fifty thousand dollars ($50,000) reduced by the excess, if
any, of (i) the highest outstanding balance of loans form
the Plan during the one (1) years period ending on the day
before the date on which such loan was made, over (ii) the
outstanding balance of loans from the Plan on the date such
loan was made, or
(2) the greater of (i) ten thousand dollars ($10,000), or (ii)
one-half (1/2) of the Actuarial Value of the Participant's
or Beneficiary's vested interest under the Plan.
However, if the Participant is an affected Employee under
the pre-termination restriction in section 8.3 of the plan,
the total of all the affected Employee's outstanding loans
will not exceed the amount that such affected Employee would
be entitled to under the pre-termination restrictions. For
this purpose, all plans of the Employer and Affiliated
Employers shall be treated as a single plan;
(b) Shall be evidenced by a promissory note, secured by an assignment
of a portion of the Actuarial Value of the Participant's or
Beneficiary's vested interest in the Plan. Effective for loans
granted or renewed after October 18, 1989, the portion of a
Participant's or Beneficiary's vested interest which may be used
as security for a loan hereunder shall not exceed fifty percent
(50%);
(c) Shall bear a reasonable rate of interest, as determined by the
Committee to be a rate of interest commensurate with the interest
rates charged by persons in the business of lending money for
loans which would be made under similar circumstances; and
(d) Shall require substantially level repayments of principal and
interest (with repayments made no less frequently than quarterly)
over a period not to exceed five (5) years. Any such loan shall
be nonrenewable except that if the loan was originally granted
for a period of less than five (5) years, then the same may be
renewed, in the discretion of the Committee, for a period of time
equal to the difference between five (5) years and the duration
of the original loan. The five (5) year repayment period shall
not apply to any loan used to acquire any dwelling unit which
within a reasonable period of time is to be used (to be
determined at the time the loan is made) as the principal
residence of the Participant.
The written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 9.2) must be
obtained within the 90-day period ending on the date the Participant's
vested interest is used as security for the loan. Such consent shall
thereafter be binding with respect to the consenting spouse or any
subsequent spouse. However, a new consent shall be required if the
Participant's vested interest is used for renegotiation, extension,
renewal or other revision of the loan.
14.2 Transactions Treated as Loans
The following transactions shall be treated as loans hereunder:
(a) If a Participant or Beneficiary assigns or pledges (or agrees to
assign or pledge) any portion of his interest in the Plan, such
portion shall be treated as a loan from the Plan to the
Participant or Beneficiary.
(b) Any amount received as a loan from an insurance contract
purchased under the provisions of this Plan, if applicable (or
any assignment or pledge with respect to such contract), shall be
treated as a loan under the Plan.
14.3 Provisions to be Applied in a Uniform and Nondiscriminatory Manner
In deciding whether or not to grant any request for a loan hereunder,
the Committee shall be guided by procedure and criteria designed to
assure that uniformity is applied to all Participants and
Beneficiaries under similar circumstances and that the granting of
such approval does not result in discrimination prohibited by the
Code.
14.4 Satisfaction of Loan
In the event of default, foreclosure on the note and attachment of the
security will not occur until a distributable event occurs under the
terms of the Plan.
If spousal consent (consistent with the requirements for a Qualified
Election under Section 9.2) has been obtained, then, notwithstanding
any other provision of the Plan, the portion of the Participant's
vested interest in the Plan used as security for a loan shall be taken
into account for purposes of determining the amount of the benefits
payable at the time of death or distribution, but only if the
reduction is used as repayment of the loan.
14.5 Loans to Owner-Employees or Shareholder-Employees
No loan shall be granted to an Owner-Employee or Shareholder-Employee
unless an exemption has been obtained for such loan from the Secretary
of Labor under section 408 of the Act (and such loan is exempt from
the excise tax imposed under section 4975 of the Code).
ARTICLE XV.
TOP-HEAVY PROVISIONS
As specified in the Adoption Agreement, the provisions of this Article
XV will either (1) always supersede any conflicting provisions in the
Plan or (2) only supersede such conflicting provisions in any Plan
Year beginning after 1983, during which the Plan is or becomes
Top-Heavy.
15.1 Definitions
For purposes of this Article and Article XVII, the following words
shall have the following meanings:
(a) "Compensation" shall mean Compensation as defined in Article I.
For any Plan Year beginning before January 1, 1989, only the
first two hundred thousand dollars ($200,000) of a Participant's
Compensation shall be taken into account for purposes of
determining the Top-Heavy minimum accrued benefit.
(b) "Determination Date" shall mean (1) the last day of the preceding
Plan Year, or (2) in the case of the first Plan Year, the last
day of such Plan Year.
(c) "Employer" shall mean the Employer and all Affiliated Employers.
(d) "Key Employee" shall mean any Employee or former Employee (and
the Beneficiaries of such Employee) who at any time during the
Plan Year containing the Determination Date and the four (4)
preceding Plan Years was:
(1) An officer of the Employer if such individual's annual
Compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided
that the number of employees treated as officers shall be no
more than fifty (50) or, if fewer, the greater of three (3)
employees of ten percent (10%) of all employees);
(2) An owner (or considered an owner under section 318 of the
Code) of at least a one-half of one percent (.5%) interest
and one of the ten (10) largest interests in the Employer if
such individual's Compensation exceeds one hundred percent
(100%) of such dollar limitation under section 415(c)(1)(A)
of the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
Compensation of more than one hundred fifty thousand dollars
($150,000).
For this purpose, annual Compensation means Compensation as
defined in section 415(c)(3) of the Code, but including amounts
excludable from the Employee's gross income by reason of sections
125, 402(e)(3), 402(h)(1)(B), or 403(b) of the Code. The
determination of who is a Key Employee will be made in accordance
with section 416(i)(1) of the Code and the regulations thereunder.
(e) "Non-Key Employee" shall mean any Employee who is not a Key
Employee.
(f) "Permissive Aggregation Group" shall mean the Required
Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements of
sections 401(a)(4) and 410 of the Code.
(g) "Present Value" shall be based upon the interest rates and
mortality table used under Section 1.2, unless otherwise
specified in the Adoption Agreement.
(h) "Required Aggregation Group" shall mean (1) each qualified plan
of the Employer in which at least one (1) Key Employee
participates or participated in any time during the determination
period (regardless of whether the Plan terminated), and (2) any
other qualified plan of the Employer which enables a plan
described in (1) to meet the requirements of sections 401(a)(4)
and 410 of the Code.
(i) "Super Top-Heavy": For any Plan Year after 1983, this Plan is
Super Top-Heavy if the Top-Heavy Ratio for the Plan, under the
Required Aggregation Group or the Permissive Aggregation Group,
as applicable, exceeds ninety percent (90%).
(j) "Top-Heavy Plan": For any Plan Year beginning after 1983, this
Plan is Top-Heavy if any of the following conditions exist:
(1) If the Top-Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Aggregation
Group or Permissive Aggregation Group of plans.
(2) If this Plan is a part of a Required Aggregation Group of
plans, but not part of a Permissive Aggregation Group, and
the Top-Heavy Ratio for the group of plans exceeds sixty
percent (60%), or
(3) If this Plan is a part of a Required Aggregation Group of
plans and part of a Permissive Aggregation Group, and the
Top-heavy Ratio for the group of plans exceeds sixty percent
(60%).
(k) "Top-Heavy Ratio":
(1) If the Employer maintains one or more defined benefit plans
and the Employer has not maintained any defined contribution
plans (including any simplified employee pension plan) which
during the five (5) year period ending on the Determination
Date has or has had account balances, the Top-Heavy Ratio
for this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the present values of
accrued benefits of all Key Employees as of the
Determination Date (including any part of any accrued
benefit distributed in the five (5) year period ending on
the Determination Date), and the denominator of which is the
sum of the present value of Accrued Benefits (including any
part of any Accrued Benefit distributed in the five (5) year
period ending on the Determination Date), determined in
accordance with section 416 of the Code and the regulations
thereunder. Both the numerator and the denominator of the
Top-Heavy Ratio are increased to reflect any contribution
not actually made as of the Determination Date, but which is
required to be taken into account on that date under section
416 of the Code and the regulations thereunder.
(2) If the Employer maintains one or more defined benefit plans
and the Employer maintains or has maintained one or more
defined contribution plans (including any simplified
employee pension plan) which during the five (5) year period
ending on the Determination Date has or has had any account
balances, the Top-Heavy Ratio for any Required or Permissive
Aggregation group as appropriate is a fraction, the
numerator of which is the sum of the present value of
Accrued Benefits under the aggregate defined benefit plan or
plans for all Key Employees, determined in accordance with
(a) above and the sum of account balances under the
aggregated defined contribution plan or plans, for all Key
Employees as of the Determination Date and the denominator
of which is the sum of the present values of accrued
benefits under the aggregated defined benefit plan or plans,
determined in accordance with (a) above, for all
Participants and the sum of the account balances under the
aggregated defined contribution plan or plans for all
Participants as of the Determination Date, all determined in
accordance with section 416 of the Code and the regulations
thereunder. The account balances under a defined
contribution plan in both the numerator and denominator of
the Top-Heavy Ratio are increased for any distribution of an
account balance made in the five (5) year period ending on
the Determination Date.
(3) For purposes of (1) and (2) above, the value of account
balances and the present value of accrued benefits will be
determined as of the most recent Valuation Date that falls
within or ends with the twelve (12) month period ending on
the Determination Date, except as provided in section 416 of
the Code and the regulations thereunder for the first and
second Plan Years of a defined benefit plan. The account
balances and accrued benefits of a Participant (1) who is
not a key Employee but who was a Key Employee in a prior
year, or (2) who has not been credited with at least one
Hour of Service for any Employer maintaining the Plan at any
time during the five (5) year period ending on the
Determination Date will be disregarded. The calculation of
the Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made
in accordance with section 416 of the Code and the
regulations thereunder. Deductible Employee contributions
will not be taken into account for purposes of computing the
Top-Heavy Ratio.
When aggregating plans, the value of account balances and
accrued benefits will be calculated with references to the
Determination Dates that fall within the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any
other plan included in a Required Aggregation Group of which
this Plan is a part, is Top-Heavy (within the meaning of
section 416(g) of the Code) the accrued benefit of a Non-Key
Employee shall be determined under (a) the method, if any,
that uniformly applies for accrual purposes under all plans
maintained by the Employer, or (b) if there is no such
method, as if such benefit accrued not more rapidly than the
slowest accrual rate permitted under the fractional accrual
rate of section 411(b)(1)(C) of the Code.
(1) "Valuation Date" shall mean the last day of the Plan Year, unless
a different date is elected by the Employer in the Adoption
Agreement and is the day on which account balances and Accrued
Benefits are valued for purposes of calculating the Top-Heavy
Ratio.
15.2 Vesting Schedules
For any Plan Year in which this Plan is Top-Heavy, one of the Top
Heavy minimum vesting schedules as elected by the Employer in the
Adoption Agreement will automatically apply to the Plan. The Top
Heavy minimum vesting schedule applies to all benefits within the
meaning of section 411(a)(7) of the Code except those attributable to
Employee contributions, including benefits accrued before the
effective date of section 416 and benefits accrued before the Plan
became Top-Heavy. Further, no reduction in vested benefits may occur
in the event the Plan's status as Top-Heavy changes for any Plan Year.
However, this Section does not apply to the Accrued Benefits of any
Employee who does not have an Hour of Service after the Plan has
initially become Top-Heavy and such Employee's Accrued Benefits
attributable to Employer contributions will be determined without
regard to this Section.
15.3 Minimum Accrued Benefit
(a) Notwithstanding any other provision in this Plan, except
paragraphs (b), (c) and (d) below, for any Plan Year beginning
after December 31, 1983 in which this Plan is Top-Heavy ("Top
Heavy Plan Years"), each Participant who is a Non-Key Employee
and has completed one thousand (1,000) Hours of Service will
accrue a benefit (to be provided solely by Employer contributions
and expressed as a life annuity (without regard to ancillary
benefits) commencing at his Normal Retirement Date) of not less
than two percent (2%) of his average Compensation for five (5)
consecutive years for which the Participant had the highest
average Compensation. The aggregate Compensation for the years
during such five-year period in which the Participant was
credited with a year of Service will be divided by the number of
such years in order to determine Average Annual Compensation. If
the Plan credits Participation on the elapsed time basis, all
Participation in Top-Heavy Plan Years shall be used to determine
the Top-Heavy minimum accrual.
The minimum accrual is determined without regard to any
Social Security contribution. The minimum accrual applies
even though under other Plan provisions the Non-Key Employee
would not otherwise be entitled to receive an accrual, or
would have received a lesser accrual for the year because
(1) the Non-Key Employee fails to make mandatory
contributions to the Plan (2) the Non-Key Employee's
Compensation is less than a stated amount, (3) the Non-Key
Employee is not employed on the last day of the accrual
computation period, or (4) the Plan is integrated with
Social Security.
(b) No additional benefit accruals shall be provided pursuant to (a)
above to the extent that the total accruals on behalf of the
Participant attributable to Employer contributions will provide a
benefit expressed as a life annuity commencing at the Normal
Retirement Date that equals or exceeds twenty percent (20%) of
the Participant's average Compensation for the five (5)
consecutive years for which the Participant had the highest
average Compensation.
(c) If the Plan is Top Heavy, but is not Super Top-Heavy, each
Participant who is a Non-Key Employee shall receive the minimum
accrual under (a) above, except that "three percent (3%)" shall
be substituted for "two percent (2%)" and "thirty percent (30%)"
shall be substituted for "twenty percent (20%)" in (b) above.
(d) The provisions in (a) above shall not apply to any Participant to
the extent that the Participant is covered under any other
qualified plan or plans of the Employer other than a paired plan
of the Sponsor Adoption Agreement that the minimum Top Heavy
allocation or benefit will be met in the other plan or plans.
(e) The Minimum Accrued Benefit required (to the extent required to
be nonforfeitable under the provisions of Section 15.2) may not
be forfeited under section 411(a)(3)(B) or 411(a)(3)(D) of the
Code.
(f) All accruals of Employer derived benefit, whether or not
attributable to years for which the Plan is Top-Heavy, may be
used in computing whether the minimum accrual requirements of
paragraph (d) above are satisfied.
15.4 Adjustment For Benefit Other Than Life Annuity
If the form of benefit is other than a single life annuity, the
Employee must receive an amount that is the Actuarial Equivalent of
the minimum single life annuity benefit. If the benefit commences at
a date other than at the Normal Retirement Date, the Employee must
receive at least an amount that is the Actuarial Equivalent of the
minimum single life annuity benefit commencing at the Normal
Retirement Date.
15.5 Adjustment to Defined Benefit Fraction and Defined Contribution
Fraction under Section 8.1
If the Plan is Super Top-Heavy, then "one hundred percent (100%)"
shall be substituted for "one hundred twenty-five percent (125%)" in
the denominator of the Defined Benefit Fraction and the Defined
Contribution Fraction under Section 8.1.
ARTICLE XVI.
AMENDMENT AND TERMINATION
16.1 Amendment
(a) The Employer expressly recognizes the authority of the Sponsor to
amend this Plan and Trust from time to time, and the Employer
shall be deemed to consent to any such amendment. The Employer
shall receive a written instrument indicating the amendment of
the Plan and Trust and such amendment shall become effective as
of the effective date of such instrument.
(b) The Employer reserves the right to amend the Plan at any time.
Except for (1) changes to the choice of options in the Adoption
Agreement, (2) amendments stated in the Adoption Agreement which
allow the Plan to satisfy section 415 of the Code or to avoid
duplication of minimums under section 416 of the Code because of
the required aggregation of multiple plans, or (3) amendments
published by the Internal Revenue Service which specifically
provide that their adoption will not cause the Plan to be treated
as individually designed, an Employer will no longer participate
in the Prototype Plan and will be considered to have an
individually designed plan if it amends the Plan.
(c) Notwithstanding anything in this Plan to the contrary, no
amendment shall:
(1) Increase the responsibility of the Trustee without the
Trustee's written consent;
(2) Decrease a Participant's Accrued Benefit, except to the
extent permitted by section 412(c)(8) of the Code;
(3) In the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it
become effective, decrease the nonforfeitable percentage
(determined as of such date) of such Employee's right to his
Employer-derived account balance below his non-forfeitable
percentage computed under the Plan without regard to such
amendment;
(4) Violate the exclusive benefit rule of Section 13.11.
For purposes of this paragraph, a Plan amendment which has the effect
of (1) eliminating or reducing an Early Retirement Benefit or a
retirement-type subsidy, or (2) eliminating an optional form of
benefit, with respect to benefits attributable to Service before the
amendment shall be treated as decreasing a Participant's Accrued
Benefit. In the case of a retirement-type subsidy, the preceding
sentence shall apply only with respect to a Participant who satisfies
(either before or after the amendment) the preamendment conditions for
the subsidy. In general, a retirement-type subsidy is a subsidy that
continues after retirement, but does not include a qualified
disability benefit, a medical benefit, a social security supplement, a
death benefit (including life insurance), or a plant shutdown benefit
(that does not continue after retirement age). Furthermore, if the
vesting schedule of a Plan is amended, in the case of an Employee who
is a Participant as of the later of the date such amendment is adopted
or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee's Employer-provided
accrued benefit will not be less than the percentage computed under
the Plan without regard to such amendment.
16.2 Participating Employers
(a) With the consent of the adopting Employer and Trustee, and by
duly authorized action, any Affiliated Employer may adopt this
Plan and become a Participating Employer. Unless the context
clearly indicates otherwise the work "Employer" shall be deemed
to include each Participating Employer as related to its adoption
of the Plan.
(b) Each such Participating Employer shall be required to select the
same Adoption Agreement provisions as those selected by the
Employer, and to xxx the same Trustee as the Employer.
(c) The Trustee may, but shall not be required to, commingle, hold
and invest as one Trust Fund all contributions made by
Participating Employers, as well as all increments thereof.
(d) With respect to its relations with the Trustee and Committee for
the purposes of this Plan, each Participating Employer shall be
deemed to have irrevocably designated the Employer as its agent.
Amendment of this Plan at any time when there shall be a
Participating Employer shall only be by written action of the
adopting Employer and such amendment shall be binding upon each
Participating Employer.
(e) Any Participating Employer may, at any time, by written notice to
the Trustee in such form as is acceptable to the Trustee,
discontinue its participation in the Plan and discontinue all
contributions hereunder. The Trustee shall thereafter transfer,
deliver and assign Fund assets to the Participants of such
Participating Employer to such successor trustee as shall have
been designated by such Participating Employer, in the event that
it has established a separated plan for its Employees. If no
successor trustee is designated, the Trustee shall retain such
assets for the Employees of said Participating Employer pursuant
to the provisions of this Plan.
16.3 Amended and Restated Plans
If this Plan is an amendment and restatement of an existing plan
("Existing Plan") the following provisions shall apply:
(a) Each Employee who was a Participant in the Existing Plan
immediately prior to the Effective Date shall become a
Participant in this Plan on the Effective Date.
(b) All years of service credited for vesting service under the
Existing Plan shall be credited as years of Service under this
Plan. The amendment and restatement shall not reduce the vested
interest of a Participant in the Existing Plan, and any change in
the vesting schedule shall be subject to the provisions of
Section 6.5.
(c) The amendment and restatement shall not reduce a Participant's
accrued benefit of the Existing Plan and shall not eliminate any
optional form of benefit of the Existing Plan.
(d) Any beneficiary designation in effect under the Existing Plan
immediately before the amendment and restatement shall be deemed
to be a valid Beneficiary designation under this Plan, to the
extent consistent with Section 9.2.
16.4 Plan Merger and Consolidation or Transfer of Plan Assets
In the event of any merger or consolidation with, or transfer of
assets or liabilities to, any other plan, each Participant of the Plan
shall (if the Plan then terminated) be entitled to receive an amount
immediately after such merger, consolidation or transfer which is
equal to or greater than the amount he would have been entitled to
receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).
16.5 Termination
While the Plan and Trust Fund are intended to be permanent, they may
be terminated at any time at the discretion of the Employer; provided,
however, that, except as provided in Section 3.4, no action may be
taken to render it possible, at any time prior to the satisfaction of
all expenses and all liabilities with respect to Participants and
their Beneficiaries, for any part of the corpus or income of the Trust
Fund to be used for or diverted to purposes other than the Plan and
for the payment of the expenses of the Trust Fund including any
expenses incurred in effectuating the termination of the Plan and
Trust Fund. In the event of the termination of the Plan and Trust
Fund or upon partial termination, the rights of all affected
Participants to benefits accrued, to the extent funded, as of the date
of such termination or partial termination shall be one hundred
percent (100%) vested and nonforfeitable. The Committee shall
allocate the Trust Fund in accordance with section 4044 of the Act to
the extent of the sufficiency of such funds. However, if necessary to
prevent prohibited discrimination under section 401(a)(4) of the Code,
then the allocation of assets under section 4044 of the Act shall be
reallocated to the extent necessary to avoid such discrimination.
Written notification of a complete termination shall be given to each
affected Participant and Beneficiary and the Trustee setting forth the
termination date. If the Plan is subject to Title IV of the Act, the
Committee shall also comply with the plan termination requirements of
Title IV. The Trustee, after reserving an amount from the Trust Fund
sufficient to pay expenses and charges, including the payment of all
expenses incurred in effectuating such termination, such as the fees
and retainers of the Plan's Trustees, actuary, accountant, custodian,
administrator, counsel, and other specialists, shall distribute the
assets of the Trust Fund in accordance with the directions of the
Committee which instructions shall be in accordance with Article IX.
Unless otherwise elected in the Adoption Agreement, any assets of this
Plan which remain after provisions have been made to satisfy all
liabilities of this Plan to Participants shall be allocated among
Participants on a uniform and nondiscriminatory basis, subject to the
limitations of Section 8.1. However, to the extent such allocation
would result in prohibited discrimination or violate any other
provision of law, the excess assets shall revert to the Employer.
Except as provided by law, an Employer shall have no liability in
respect of payments or benefits under the Plan and each Participant or
Beneficiary shall look solely to the Trust Fund for any payments or
benefits under the Plan. The liability of the Trustee with respect
thereto shall be limited to the amounts held by the Trustee in the
Trust Fund.
ARTICLE XVII.
PAIRED PLAN PROVISIONS
The provisions of this Article are applicable only if the Employer
adopts a set of Dreyfus paired plans. Paired plans are a combination
of standardized form plans, so designed that if any single plan or
combination of plans is adopted by an Employer, each plan by itself,
or the plans together, will meet the antidiscrimination rules set
forth in section 401(a)(4) of the Code, the contribution and benefit
limits set forth in section 415 of the Code and the Top-Heavy
provisions set forth in section 416 of the Code.
17.1 Compliance with Section 415(e) of the Code
If the Employer also maintains one or two of Sponsor's paired defined
contribution plans, the "1.0" aggregate limitation of section 415(e)
of the Code on contributions and benefits will be met by freezing or
reducing the rate of benefit accruals under this Plan.
17.2 Adjustment of Combined Plan Fractions under Section 415 of the Code
for Top-Heavy Ratio In Excess of Ninety Percent (90%).
In any Plan Year in which the Plan becomes Super Top-Heavy, the
denominators of the Defined Benefit Fraction and Defined Contribution
fraction (both as defined in section 8.1 of the Plan) shall be
computed using one hundred percent (100%) of the dollar limitation
instead of one hundred twenty-five percent (125%).
17.3 Top Heavy Minimum Benefits and Contributions
(a) When the paired plans are Top-Heavy, but are not Super Top-Heavy,
the Top-Heavy requirements set forth in Article XV shall apply,
except that "three percent (3%)" shall be substituted for "two
percent (2%)" in determining the Top-Heavy minimum benefit under
Section 15.3(a) and that the cumulative accrued benefit shall not
exceed 30%. Each Non-Key Employee who is a Participant in both
this Plan and a paired defined contribution pan shall be entitled
only to this minimum top heavy benefit accrual and shall not be
entitled to any Top-Heavy minimum allocation under the paired
defined contribution plan or plans.
(b) When the paired plans are Super Top-Heavy, the Top Heavy
requirements of Article XV shall apply. Each Non-Key Employee
who is a Participant in both this Plan and a paired defined
contribution plan shall be entitled only to this minimum top
heavy benefit accrual and shall not be entitled to any Top-Heavy
minimum allocation under the paired defined contribution plan or
plans.
17.4 Integration of Paired Plans
If the Employer adopts paired plans, only one may allocate
contributions or determine benefits on an integrated basis.
DREYFUS PROTOTYPE DEFINED BENEFIT PLAN
TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.0 "Accrued Benefit". . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Act". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Actuarial Equivalent" . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 "Actuarial Value". . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.4 "Adoption Agreement" . . . . . . . . . . . . . . . . . . . . . . . . 3
1.5 "Affiliated Employer". . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 "Anniversary Date" . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7 "Annuity Starting Date". . . . . . . . . . . . . . . . . . . . . . . 3
1.8 "Beneficiary". . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.11 "Committee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.12 "Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.13 "Contract" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.14 "Deferred Retirement Date" . . . . . . . . . . . . . . . . . . . . . 6
1.15 "Disability Retirement Date" . . . . . . . . . . . . . . . . . . . . 6
1.16 "Early Retirement Date". . . . . . . . . . . . . . . . . . . . . . . 6
1.17 "Earned Income". . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.18 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.19 "Eligible Employee". . . . . . . . . . . . . . . . . . . . . . . . . 6
1.20 "Eligibility Year(s) of Service" . . . . . . . . . . . . . . . . . . 6
1.21 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.22 "Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.23 "Employment Commencement Date" . . . . . . . . . . . . . . . . . . . 8
1.24 "Entry Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.25 "Fresh Start Date" . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.26 "Frozen Accrued Benefit" . . . . . . . . . . . . . . . . . . . . . . 8
1.27 "Highly Compensated Employee". . . . . . . . . . . . . . . . . . . . 8
1.28 "Hour of Service". . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.29 "Normal Retirement Date" . . . . . . . . . . . . . . . . . . . . . . 10
1.30 "Owner-Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.31 "Participant". . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.32 "Participating Employer" . . . . . . . . . . . . . . . . . . . . . . 11
1.33 "Participation". . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.34 "PBGC" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.35 "Period of Severance". . . . . . . . . . . . . . . . . . . . . . . . 12
1.36 "Permanent Disability" . . . . . . . . . . . . . . . . . . . . . . . 12
1.37 "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.38 "Plan Year". . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.39 "Prototype Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.40 "Qualified Joint and Survivor Annuity" . . . . . . . . . . . . . . . 12
1.41 "Qualified Pre-retirement Survivor Annuity". . . . . . . . . . . . . 12
1.42 "Re-Employment Commencement Date". . . . . . . . . . . . . . . . . . 13
1.43 "S Corporation". . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.44 "Self-Employed Individual" . . . . . . . . . . . . . . . . . . . . . 13
1.45 "Service". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.46 "Service Break". . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1.47 "Severance from Service Date". . . . . . . . . . . . . . . . . . . . 14
1.48 "Shareholder-Employee" . . . . . . . . . . . . . . . . . . . . . . . 14
1.49 "Social Security Retirement Age" . . . . . . . . . . . . . . . . . . 15
1.50 "Sponsor". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.51 "Standard Form of Retirement Income" . . . . . . . . . . . . . . . . 15
1.52 "Straight Life Annuity". . . . . . . . . . . . . . . . . . . . . . . 15
1.53 "Taxable Wage Base". . . . . . . . . . . . . . . . . . . . . . . . . 15
1.54 "Trustee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.55 "Trust Agreement". . . . . . . . . . . . . . . . . . . . . . . . . . 15
1.56 "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE II. PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Excluded Employees . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.3 Re-Employment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2.4 Change in Employment Status. . . . . . . . . . . . . . . . . . . . . 17
2.5 Limitation on Participation of Owner-Employees . . . . . . . . . . . 17
ARTICLE III. CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . 19
3.1 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Payment of Contributions . . . . . . . . . . . . . . . . . . . . . . 19
3.3 Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 19
3.4 Return of Employer Contributions . . . . . . . . . . . . . . . . . . 19
ARTICLE IV. RETIREMENT DATES . . . . . . . . . . . . . . . . . . . . . . 21
4.1 Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.2 Normal Retirement Date . . . . . . . . . . . . . . . . . . . . . . . 21
4.3 Deferred Retirement Date . . . . . . . . . . . . . . . . . . . . . . 21
4.4 Early Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . 21
4.5 Disability Retirement Date . . . . . . . . . . . . . . . . . . . . . 21
4.6 Application for Retirement . . . . . . . . . . . . . . . . . . . . . 22
4.7 Age Discrimination in Employment Act . . . . . . . . . . . . . . . . 22
ARTICLE V. RETIREMENT BENEFITS . . . . . . . . . . . . . . . . . . . . . 23
5.1 Normal Retirement Benefit. . . . . . . . . . . . . . . . . . . . . . 23
5.2 Deferred Retirement Benefit. . . . . . . . . . . . . . . . . . . . . 23
5.3 Early Retirement Benefit . . . . . . . . . . . . . . . . . . . . . . 23
5.4 Disability Retirement Benefit. . . . . . . . . . . . . . . . . . . . 26
5.5 Distribution of Retirement Benefits. . . . . . . . . . . . . . . . . 26
5.6 Death Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.7 Suspension of Benefits . . . . . . . . . . . . . . . . . . . . . . . 26
5.8 Frozen Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . 28
5.9 Adjustments to Frozen Accrued Benefit. . . . . . . . . . . . . . . . 29
ARTICLE VI. TERMINATION OF EMPLOYMENT BENEFITS . . . . . . . . . . . . . 35
6.1 Vested Termination Benefit . . . . . . . . . . . . . . . . . . . . . 35
6.2 Distribution of Vested Interest. . . . . . . . . . . . . . . . . . . 35
6.3 Death of a Vested Member . . . . . . . . . . . . . . . . . . . . . . 35
6.4 Vesting of a Participant . . . . . . . . . . . . . . . . . . . . . . 36
6.5 Amendment of Vesting Provisions. . . . . . . . . . . . . . . . . . . 36
6.6 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
ARTICLE VII. DEATH BENEFITS. . . . . . . . . . . . . . . . . . . . . . . 38
7.1 Pre-Retirement Without Life Insurance. . . . . . . . . . . . . . . . 38
7.2 Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . 39
7.3 Distribution of Death Benefit. . . . . . . . . . . . . . . . . . . . 39
7.4 Payment on Beneficiary's Death . . . . . . . . . . . . . . . . . . . 39
7.5 Post-Retirement Death Benefit. . . . . . . . . . . . . . . . . . . . 39
ARTICLE VIII. LIMITATIONS ON BENEFITS. . . . . . . . . . . . . . . . . . 40
8.1 Maximum Retirement Benefit . . . . . . . . . . . . . . . . . . . . . 40
8.2 Limitations Applicable to Twenty-Five (25) Highest Paid Employees. . 46
8.3 Additional Restrictions. . . . . . . . . . . . . . . . . . . . . . . 49
ARTICLE IX. PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . 51
9.1 Commencement of Benefits . . . . . . . . . . . . . . . . . . . . . . 51
9.2 Automatic Annuity Requirements . . . . . . . . . . . . . . . . . . . 52
9.3 Transitional Rules Applicable to Joint and Survivor Annuities. . . . 56
9.4 Other Forms and Methods of Payment of Benefits . . . . . . . . . . . 58
9.5 Required Payment of Benefits . . . . . . . . . . . . . . . . . . . . 59
9.6 Certain Distributions. . . . . . . . . . . . . . . . . . . . . . . . 66
9.7 No Duplication of Benefits . . . . . . . . . . . . . . . . . . . . . 66
9.8 Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . 66
ARTICLE X. THE COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . 68
10.1 Creation of a Committee. . . . . . . . . . . . . . . . . . . . . . . 68
10.2 Committee Action . . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.3 Authorized Signatory . . . . . . . . . . . . . . . . . . . . . . . . 68
10.4 Powers and Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.5 Non-Discrimination . . . . . . . . . . . . . . . . . . . . . . . . . 68
10.6 Records and Reports. . . . . . . . . . . . . . . . . . . . . . . . . 69
10.7 Reliance on Professional Advice. . . . . . . . . . . . . . . . . . . 69
10.8 Payment of Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 69
10.9 Limitation of Liability. . . . . . . . . . . . . . . . . . . . . . . 69
10.1 Payment Certification to Trustee . . . . . . . . . . . . . . . . . . 69
10.1 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 70
ARTICLE XI. PARTICIPANT VOLUNTARY CONTRIBUTIONS. . . . . . . . . . . . . 71
11.1 Voluntary Contributions. . . . . . . . . . . . . . . . . . . . . . . 71
11.2 Accounting Procedures. . . . . . . . . . . . . . . . . . . . . . . . 71
11.3 Withdrawals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
11.4 Transfers From Other Trusts. . . . . . . . . . . . . . . . . . . . . 72
ARTICLE XII. INSURANCE CONTRACTS . . . . . . . . . . . . . . . . . . . . 73
12.1 Trustee To Procure Contracts . . . . . . . . . . . . . . . . . . . . 73
12.2 Substandard Lives. . . . . . . . . . . . . . . . . . . . . . . . . . 73
12.3 Rules Applicable To Contracts. . . . . . . . . . . . . . . . . . . . 74
12.4 Increases or Decreases in Benefits . . . . . . . . . . . . . . . . . 75
12.5 Deferred Retirement. . . . . . . . . . . . . . . . . . . . . . . . . 75
12.6 Premium Continuation . . . . . . . . . . . . . . . . . . . . . . . . 76
12.7 Conflicts With Plan Terms. . . . . . . . . . . . . . . . . . . . . . 76
ARTICLE XIII. GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . 77
13.1 No Right of Continued Employment . . . . . . . . . . . . . . . . . . 77
13.2 Non-Alienation of Interest . . . . . . . . . . . . . . . . . . . . . 77
13.3 Incompetence of Participants and Beneficiaries . . . . . . . . . . . 77
13.4 Separate Employer Trusts Maintained. . . . . . . . . . . . . . . . . 77
13.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
13.7 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . 78
13.8 Titles and Headings. . . . . . . . . . . . . . . . . . . . . . . . . 78
13.9 Counterparts as Original . . . . . . . . . . . . . . . . . . . . . . 78
13.1 Failure of Employer's Plan to Qualify. . . . . . . . . . . . . . . . 78
13.1 Exclusive Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . 78
13.1 Proper Payee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
ARTICLE XIV. LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
14.1 Loans to Participants. . . . . . . . . . . . . . . . . . . . . . . . 80
14.2 Transactions Treated as Loans. . . . . . . . . . . . . . . . . . . . 81
14.3 Provisions to be Applied in a Uniform and Nondiscriminatory Manner . 81
14.4 Satisfaction of Loan . . . . . . . . . . . . . . . . . . . . . . . . 81
14.5 Loans to Owner-Employees or Shareholder-Employees. . . . . . . . . . 81
ARTICLE XV. TOP-HEAVY PROVISIONS. . . . . . . . . . . . . . . . . . . . . 83
15.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
15.2 Vesting Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . 86
15.3 Minimum Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . 87
15.4 Adjustment For Benefit Other Than Life Annuity . . . . . . . . . . . 88
15.5 Adjustment to Defined Benefit Fraction and
Defined Contribution Fraction under Section 8.1. . . . . . . . . . 88
ARTICLE XVI. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . 89
16.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
16.2 Participating Employers. . . . . . . . . . . . . . . . . . . . . . . 90
16.3 Amended and Restated Plans . . . . . . . . . . . . . . . . . . . . . 91
16.4 Plan Merger and Consolidation or Transfer of Plan Assets . . . . . . 91
16.5 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
ARTICLE XVII. PAIRED PLAN PROVISIONS . . . . . . . . . . . . . . . . . . 93
17.1 Compliance with Section 415(e) of the Code . . . . . . . . . . . . . 93
17.2 Adjustment of Combined Plan Fractions under
Section 415 of the Code for Top-Heavy
Ratio In Excess of Ninety Percent (90%). . . . . . . . . . . . . . 93
17.3 Top Heavy Minimum Benefits and Contributions . . . . . . . . . . . . 93
17.4 Integration of Paired Plans. . . . . . . . . . . . . . . . . . . . . 94
DREYFUS PROTOTYPE
BASIC PLAN DOCUMENT NO. 01
DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN
TABLE OF CONTENTS
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 "Account" . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 "Act" . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 "Actual Deferral Percentage". . . . . . . . . . . . . . . 1
1.4 "Adoption Agreement". . . . . . . . . . . . . . . . . . . 1
1.5 "Affiliated Employer" . . . . . . . . . . . . . . . . . . 1
1.6 "Anniversary Date". . . . . . . . . . . . . . . . . . . . 1
1.7 "Annuity Starting Date" . . . . . . . . . . . . . . . . . 1
1.8 "Average Actual Deferral Percentage". . . . . . . . . . . 1
1.9 "Average Contribution Percentage" . . . . . . . . . . . . 2
1.10 "Beneficiary" or "Beneficiaries". . . . . . . . . . . . . 2
1.11 "Board of Directors" . . . . . . . . . . . . . . . . . . 2
1.12 "CODA". . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.13 "Code". . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.14 "Committee" . . . . . . . . . . . . . . . . . . . . . . . 2
1.15 "Compensation". . . . . . . . . . . . . . . . . . . . . . 2
1.16 "Contribution Percentage" . . . . . . . . . . . . . . . . 4
1.17 "Contribution Percentage Amounts" . . . . . . . . . . . . 4
1.18 "Early Retirement Age". . . . . . . . . . . . . . . . . . 4
1.19 "Earned Income" . . . . . . . . . . . . . . . . . . . . . 4
1.20 "Easy Retirement Plan". . . . . . . . . . . . . . . . . . 4
1.21 "Effective Date". . . . . . . . . . . . . . . . . . . . . 4
1.22 "Elective Deferrals". . . . . . . . . . . . . . . . . . . 5
1.23 "Eligible Employee" . . . . . . . . . . . . . . . . . . . 5
1.24 "Eligibility Year(s) of Service". . . . . . . . . . . . . 5
1.25 "Employee". . . . . . . . . . . . . . . . . . . . . . . . 6
1.26 "Employer". . . . . . . . . . . . . . . . . . . . . . . . 7
1.27 "Employment Commencement Date". . . . . . . . . . . . . . 7
1.28 "Entry Date". . . . . . . . . . . . . . . . . . . . . . . 7
1.29 "Excess Aggregate Contributions". . . . . . . . . . . . . 7
1.30 "Excess Contributions". . . . . . . . . . . . . . . . . . 7
1.31 "Excess Elective Deferrals" . . . . . . . . . . . . . . . 7
1.32 "Family Member" . . . . . . . . . . . . . . . . . . . . . 7
1.33 "Fund". . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.34 "Highly Compensated Employee" . . . . . . . . . . . . . . 7
1.35 "Hour of Service" . . . . . . . . . . . . . . . . . . . . 9
1.36 "Integration Level" . . . . . . . . . . . . . . . . . . . 10
1.37 "Matching Contribution" . . . . . . . . . . . . . . . . . 10
1.38 "Net Profits" . . . . . . . . . . . . . . . . . . . . . . 10
1.39 "Non-Highly Compensated Employee" . . . . . . . . . . . . 10
1.40 "Normal Retirement Age" . . . . . . . . . . . . . . . . . 10
1.41 "Owner-Employee". . . . . . . . . . . . . . . . . . . . . 11
1.42 "Participant" . . . . . . . . . . . . . . . . . . . . . . 11
1.43 "Participating Employer". . . . . . . . . . . . . . . . . 12
1.44 "Period of Severance" . . . . . . . . . . . . . . . . . . 12
1.45 "Plan". . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.46 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . 12
1.47 "Prototype Plan". . . . . . . . . . . . . . . . . . . . . 12
1.48 "Qualified Matching Contributions". . . . . . . . . . . . 12
1.49 "Qualified Nonelective Contributions" . . . . . . . . . . 12
1.50 "ReEmployment Commencement Date". . . . . . . . . . . . . 12
1.51 "Regular Account" . . . . . . . . . . . . . . . . . . . . 13
1.52 "S-Corporation" . . . . . . . . . . . . . . . . . . . . . 13
1.53 "Self-Employed Individual". . . . . . . . . . . . . . . . 13
1.54 "Service" . . . . . . . . . . . . . . . . . . . . . . . . 13
1.55 "Service Break" . . . . . . . . . . . . . . . . . . . . . 14
1.56 "Severance from Service Date" . . . . . . . . . . . . . . 14
1.57 "Shareholder-Employee". . . . . . . . . . . . . . . . . . 14
1.58 "Sponsor" . . . . . . . . . . . . . . . . . . . . . . . . 15
1.59 "Taxable Wage Base" . . . . . . . . . . . . . . . . . . . 15
1.60 "Thrift Contributions". . . . . . . . . . . . . . . . . . 15
1.61 "Total and Permanent Disability". . . . . . . . . . . . . 15
1.62 "Trustee" or "Custodian". . . . . . . . . . . . . . . . . 15
1.63 "Trust Agreement" or "Custodial Agreement". . . . . . . . 15
1.64 "Valuation Date". . . . . . . . . . . . . . . . . . . . . 15
1.65 "Voluntary Contributions" . . . . . . . . . . . . . . . . 16
PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . 16
2.1 Membership. . . . . . . . . . . . . . . . . . . . . . . . 16
2.2 Excluded Employees. . . . . . . . . . . . . . . . . . . . 16
2.3 Reemployment. . . . . . . . . . . . . . . . . . . . . . . 16
2.4 Change in Employment Status . . . . . . . . . . . . . . . 17
2.5 Limitations on Participation of Owner-Employees . . . . . 17
CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS. . . . . . . . . . 18
3.1 Employer Contributions. . . . . . . . . . . . . . . . . . 18
3.2 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 18
3.3 Credit to Participants. . . . . . . . . . . . . . . . . . 19
CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS. . . . . . . . . . 21
4.1 Limits on Employer Contributions. . . . . . . . . . . . . 21
4.2 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 22
4.3 Employer Discretionary Contributions. . . . . . . . . . . 22
4.4 401(k) Cash or Deferred Arrangements ("CODA")/Thrift
Contributions . . . . . . . . . . . . . . . . . . . . . . 25
4.5 Maximum Amount of Elective Deferrals. . . . . . . . . . . 28
4.6 Average Actual Deferral Percentage Tests. . . . . . . . . 29
4.7 Average Contribution Percentage Tests . . . . . . . . . . 34
4.8 Non-Hardship Withdrawals. . . . . . . . . . . . . . . . . 38
4.9 Distribution on Account of Financial Hardship . . . . . . 39
4.10 Special Distribution Rules. . . . . . . . . . . . . . . . 42
CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS. . . . . . . . . . 42
CONTRIBUTION AND ALLOCATION LIMITS . . . . . . . . . . . . . . . . . 43
6.1 Timing of Contributions . . . . . . . . . . . . . . . . . 43
6.2 Deductibility of Contributions. . . . . . . . . . . . . . 43
6.3 Return of Employer Contributions. . . . . . . . . . . . . 43
6.4 Limitation on Allocations . . . . . . . . . . . . . . . . 44
6.5 Separate Accounts . . . . . . . . . . . . . . . . . . . . 53
6.6 Valuation . . . . . . . . . . . . . . . . . . . . . . . . 53
6.7 Segregation of Former Participant's Account . . . . . . . 54
VESTING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
7.1 Vested Interest . . . . . . . . . . . . . . . . . . . . . 54
7.2 Vesting of a Participant. . . . . . . . . . . . . . . . . 55
7.3 Amendment of Vesting Provisions . . . . . . . . . . . . . 55
7.4 Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . 56
BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE . . . . . . .57
8.1 Commencement of Benefits. . . . . . . . . . . . . . . .57
8.2 Automatic Annuity Requirements . . . . . . . . . . . . . . .60
8.3 Profit Sharing Plans: Exception from Automatic Annuity
Requirements. . . . . . . . . . . . . . . . . . . . . . . 64
8.4 Transitional Rules Applicable to Joint and Survivor Annuities 64
8.5 Required Payment of Benefits. . . . . . . . . . . . . . . 66
8.6 Available Forms of Distribution . . . . . . . . . . . . . 73
8.7 Certain Distributions . . . . . . . . . . . . . . . . . . 73
8.8 Forfeitures . . . . . . . . . . . . . . . . . . . . . . . 74
DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . 74
9.1 Payment to Beneficiary. . . . . . . . . . . . . . . . . . 74
9.2 Method of Payment . . . . . . . . . . . . . . . . . . . . 74
PARTICIPANT CONTRIBUTIONS; ROLLOVERS . . . . . . . . . . . . . 75
10.1 Voluntary Contributions . . . . . . . . . . . . . . . . . 75
10.2 Voluntary Tax-Deductible Contributions. . . . . . . . . . 75
10.3 Transfers From Other Trusts . . . . . . . . . . . . . . . 76
INSURANCE POLICIES . . . . . . . . . . . . . . . . . . . . . . 77
11.1 Policy Procurement. . . . . . . . . . . . . . . . . . . . 77
11.2 Rules and Regulations . . . . . . . . . . . . . . . . . . 77
11.3 Transfer of Policies. . . . . . . . . . . . . . . . . . . 78
11.4 Payment Upon Death. . . . . . . . . . . . . . . . . . . . 79
11.5 Plan Provisions Control . . . . . . . . . . . . . . . . . 79
LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
12.1 Loans to Participants . . . . . . . . . . . . . . . . . . 79
12.2 Provisions to be Applied in a Uniform and Nondiscriminatory
Manner . . . . . . . . . . . . . . . . . . . . . . . . . 81
12.3 Satisfaction of Loan. . . . . . . . . . . . . . . . . . . 81
12.4 Loans to Owner-Employees or Shareholder-Employees . . . . 81
TOP-HEAVY PROVISIONS . . . . . . . . . . . . . . . . . . . . . 82
13.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . 82
13.2 Vesting Schedules . . . . . . . . . . . . . . . . . . . . 85
13.3 Minimum Allocation. . . . . . . . . . . . . . . . . . . . 86
13.4 Adjustment to Defined Benefit Fraction and Defined Contribution
Fraction under section 6.4. . . . . . . . . . . . . . . . 87
THE COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . 87
14.1 Creation of a Committee . . . . . . . . . . . . . . . . . 87
14.2 Committee Action. . . . . . . . . . . . . . . . . . . . . 87
14.3 Authorized Signatory. . . . . . . . . . . . . . . . . . . 88
14.4 Powers and Duties . . . . . . . . . . . . . . . . . . . . 88
14.5 Nondiscrimination . . . . . . . . . . . . . . . . . . . . 88
14.6 Records and Reports . . . . . . . . . . . . . . . . . . . 88
14.7 Reliance on Professional Advice . . . . . . . . . . . . . 88
14.8 Payment of Expenses . . . . . . . . . . . . . . . . . . . 88
14.9 Limitation of Liability . . . . . . . . . . . . . . . . . 89
14.10 Payment Certification to Trustee . . . . . . . . . . 89
14.11 Claims Procedure . . . . . . . . . . . . . . . . . . 89
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 90
15.1 No Right of Continued Employment. . . . . . . . . . . . . 90
15.2 Nonalienation of Interest . . . . . . . . . . . . . . . . 90
15.3 Incompetence of Participants and Beneficiaries. . . . . . 90
15.4 Unclaimed Benefits. . . . . . . . . . . . . . . . . . . . 91
15.5 Separate Employer Trusts Maintained . . . . . . . . . . . 91
15.6 Governing Law . . . . . . . . . . . . . . . . . . . . . . 91
15.7 Severability. . . . . . . . . . . . . . . . . . . . . . . 91
15.8 Gender and Number . . . . . . . . . . . . . . . . . . . . 91
15.9 Titles and Headings . . . . . . . . . . . . . . . . . . . 92
15.10 Failure of Employer's Plan to Qualify. . . . . . . . 92
15.11 Exclusive Benefit. . . . . . . . . . . . . . . . . . 92
15.12 Action by Employer . . . . . . . . . . . . . . . . . 92
AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . 92
16.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . 92
16.2 Termination and Partial Termination . . . . . . . . . . . 93
16.3 Plan Merger and Consolidation or Transfer of Plan Assets. 94
16.4 Amended and Restated Plans. . . . . . . . . . . . . . . . 94
16.5 Participating Employers . . . . . . . . . . . . . . . . . 95
PAIRED PLAN PROVISIONS . . . . . . . . . . . . . . . . . . . . 96
17.1 Compliance With Section 415(e) of the Code. . . . . . . . 96
17.2 Adjustment of Combined Plan Fractions Under Section 415 of the
Code for Top-Heavy Ratio in Excess of Ninety Percent (90%) 96
17.3 Top-Heavy Minimum Benefits and Contributions. . . . . . . 96
17.4 Integration of Paired Plans . . . . . . . . . . . . . . . 97
DREYFUS PROTOTYPE DEFINED CONTRIBUTION PLAN
BASIC PLAN DOCUMENT NO. 01
ARTICLE I.
DEFINITIONS
1.1 "Account" shall mean any one of the accounts maintained by the Committee
for each Participant in accordance with Section 6.5.
1.2 "Act" shall mean the Employee Retirement Income Security Act of 1974, as
amended.
1.3 "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Deferrals (including Excess Elective Deferrals),
Qualified Matching Contributions, and Qualified Nonelective Contributions
paid over to the Fund on behalf of an Eligible Participant for the Plan
Year to the Eligible Participant's Compensation for the Plan Year. The
Actual Deferral Percentage of an Eligible Participant who does not make
an Elective Deferral, and who does not receive an allocation of a
Qualified Matching Contribution or a Qualified Nonelective Contribution,
is zero.
1.4 "Adoption Agreement" shall mean the document executed by the adopting
Employer which contains all the options which may be selected and which
incorporates this Prototype Plan by reference.
1.5 "Affiliated Employer" shall mean any corporation which is a member of a
controlled group of corporations (as defined in section 414(b) of the
Code) which includes the Employer; any trade or business (whether or not
incorporated) which is under common control (as defined in section 414(c)
of the Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined
in section 414(m) of the Code) which includes the Employer; and any other
entity required to be aggregated with the Employer pursuant to regulations
under section 414(o) of the Code.
1.6 "Anniversary Date" unless otherwise defined in the Adoption Agreement,
shall mean the first day of the Plan Year. If the initial Plan Year is
less than a 12 month period, the Anniversary Date shall mean the first day
of the 12 consecutive month period designated as the Plan Year in the
Adoption Agreement.
1.7 "Annuity Starting Date" shall mean the first day of the first period for
which an amount is paid as an annuity or any other form.
1.8 "Average Actual Deferral Percentage" shall mean the average (expressed as
a percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.
1.9 "Average Contribution Percentage" shall mean the average (expressed as a
percentage) of the Contribution Percentages of the Eligible Participants
in a group.
1.10 "Beneficiary" or "Beneficiaries" shall mean one or more persons designated
as such by a Participant to receive his interest in the Fund in the event
of the death of the Participant.
1.11 "Board of Directors" shall mean the Board of Directors of the Employer if
the Employer is an incorporated business entity.
1.12 "CODA" shall mean a cash or deferred arrangement qualified under section
401(k) of the Code.
1.13 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.14 "Committee" shall mean the person or persons appointed by the Employer to
administer the Plan in accordance with Article XIV. If the Plan is an
Easy Retirement Plan or if no such Committee is appointed by the Employer,
the Employer shall act as the Committee.
1.15 "Compensation", unless otherwise specified in the Adoption Agreement,
shall mean, in the case of an Employee other than a Self-Employed
Individual, his wages as defined in section 3401(a) of the Code 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, determined without regard to any rules
under section 3401(a) of the Code that limit the remuneration included in
wages based on the nature or location of the employment or the services
performed, which are actually paid during the applicable period. In the
case of a Self-Employed Individual, Compensation shall mean his Earned
Income. Unless otherwise specified in the Adoption Agreement, the
applicable period shall be the Plan Year. If elected by the employer in
the Adoption Agreement, Compensation shall also include Employer
contributions made pursuant to a salary reduction agreement with an
Employee which are not currently includible in the gross income of the
Employee by reason of the application of sections 125, 402(e)(3),
402(h)(1)(B) or 403(b) of the Code. Compensation shall include Excess
Contributions which are recharacterized in accordance with Section 4.6(d)
to the extent that Elective Deferrals are included in Compensation.
Solely for purposes of determining Actual Deferral Percentages and
Contribution Percentages, Compensation, if the Plan is a non-standardized
plan, shall be determined without regard to any exclusions which may be
elected in the Adoption Agreement. Solely for purposes of determining
Actual Deferral Percentages and Contribution Percentages, the applicable
period for determining the amount of an Employee's Compensation shall be
limited to the period during which the Employee was an Eligible
Participant.
For Plan Years beginning on or after January 1, 1989, annual Compensation
shall not include amounts in excess of $200,000, as adjusted by the
Secretary of the Treasury at the same time and in the same manner as under
section 415(d) of the Code except that the dollar increases in effect on
January 1 of any calendar year is effective for Plan Years beginning in
such calendar year and the first adjustment to the $200,000 limitation is
effective on January 1, 1990.
For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all
benefits provided under the Plan for any Plan Year shall not exceed
$150,000, as adjusted for increases in the cost-of-living in accordance
with section 401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to the applicable period beginning in
such calendar year.
If an applicable period consists of fewer than 12 months, the annual
Compensation limit is an amount equal to the otherwise applicable annual
Compensation limit multiplied by a fraction, the numerator of which is the
number of months in the short applicable period, and the denominator of
which is 12.
In determining Compensation for purposes of the annual Compensation limit,
the family member rules of Section 414(q)(6) of the Code shall apply
except that in applying such rules, the term "family" shall include only
the Employee's spouse and any lineal descendants who have not attained age
19 before the close of the Plan Year. If, as a result of the application
of such family member rule the annual compensation limit is exceeded,
then (except for purposes of determining the portion of Compensation up
to the Integration Level if this Plan is integrated with Social Security),
the annual compensation limit shall be prorated among the affected
individuals in proportion to each such individual's Compensation as
determined under this Section prior to the application of such limitation.
If Compensation for any prior applicable period is taken into account in
determining a Participant's allocations for the current Plan Year, the
Compensation for such prior applicable period is subject to the applicable
annual Compensation limit in effect for that prior period. For this
purpose, in determining allocations in Plan Years beginning on or after
January 1, 1989, the annual Compensation limit in effect for applicable
periods beginning before that date is $200,000. In addition, in
determining allocations in Plan Years beginning on or after January 1,
1994, the annual Compensation limit in effect for applicable periods
beginning before that date is $150,000.
1.16 "Contribution Percentage" shall mean the ratio (expressed as a percentage)
of an Eligible Participant's Contribution Percentage Amounts to the
Eligible Participant's Compensation for the Plan Year.
1.17 "Contribution Percentage Amounts" shall mean the sum of the Thrift
Contributions (including amounts recharacterized in accordance with
Section 4.6(d)), Voluntary Contributions and Matching Contributions under
the Plan on behalf of an Eligible Participant for the Plan Year. Such
Contribution Percentage Amounts shall not include Matching Contributions
that are forfeited either to correct Excess Aggregate Contributions or
because the contributions to which they relate are Excess Elective
Deferrals, Excess Contributions, or Excess Aggregate Contributions. Such
Contribution Percentage Amounts shall include forfeitures of Excess
Aggregate Contributions or Matching Contributions allocated to the
Eligible Participant's Employer Matching Contribution Account, which shall
be taken into account in the year in which such forfeiture is allocated.
1.18 "Early Retirement Age" shall mean the date a Participant satisfies the age
and service requirements for early retirement, if any, specified in the
Adoption Agreement. Upon reaching his Early Retirement Age, a
Participant's right to his account balance shall be nonforfeitable,
notwithstanding the Plan's vesting schedule. If a Participant separates
from service before satisfying the age requirement for early retirement,
but has satisfied the service requirement, the Participant will be
entitled to elect to receive an early retirement benefit upon satisfaction
of such age requirement.
1.19 "Earned Income" shall mean the annual net earnings from self-employment
in the trade or business with respect to which the Plan is established,
provided that personal services of the individual are a material
income-producing factor. Net earnings will be determined without regard
to items not included in gross income and the deductions allocable to such
items. Net earnings are reduced by contributions by the Employer to a
qualified plan to the extent deductible under section 404 of the Code.
Net earnings shall be determined with regard to the deduction allowed to
the Employer by section 164(f) of the Code for taxable years beginning
after December 31, 1989.
1.20 "Easy Retirement Plan" shall mean a Plan established under Dreyfus Easy
Standardized/Paired Prototype Money Purchase Retirement Plan No. 01005,
Dreyfus Easy Standardized/Paired Prototype Profit Sharing Retirement Plan
No. 01006, or Dreyfus Standardized/Paired Prototype Defined Benefit Plan
No. 02001.
1.21 "Effective Date" shall mean the date specified in the Adoption Agreement.
1.22 "Elective Deferrals" shall mean any Employer contributions made to the
Plan at the election of the Participant, in lieu of cash compensation, and
shall include contributions made pursuant to a salary reduction agreement
or other deferral mechanism. With respect to any taxable year, a
Participant's Elective Deferrals are the sum of all Employer contributions
made on behalf of such Participant pursuant to an election to defer under
any CODA, any simplified employee pension cash or deferred arrangement as
described in section 402(h)(1)(B), any eligible deferred compensation plan
under section 457, any plan as described under section 501(c)(18), and any
Employer contributions made on behalf of a Participant for the purchase
of an annuity contract under section 403(b) pursuant to a salary reduction
agreement. Elective Deferrals shall not include any deferrals properly
distributed as an Excess Amount pursuant to Section 6.4(d).
1.23 "Eligible Employee" shall mean each Employee who is not excluded from
eligibility to participate in the Plan under the Adoption Agreement. If
the Plan is an Easy Retirement Plan, Eligible Employee shall mean each
Employee who is not (i) 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, or (ii) a nonresident alien who received no income from the
Employer which constitutes income from sources within the United States.
For purposes of the preceding sentence, "employee representatives" does
not include any organization more than half of whose members are Employees
who are owners, officers, or executives of the Employer.
1.24 "Eligibility Year(s) of Service" shall mean the twelve (12) consecutive
month period commencing on an Employee's Employment Commencement Date and
anniversaries thereof, during which the Employee worked at least one
thousand (1,000) Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement).
In the case of an Employee in the maritime industry whose compensation is
determined based on days of service, 125 days of service shall be treated
as 1,000 Hours of Service (or such lesser number of Hours of Service as
specified in the Adoption Agreement). For purposes of the preceding
sentence "maritime industry" shall mean that industry in which Employees
perform duties on board commercial, exploratory, service or other vessels
moving on the high seas, inland waterways, Great Lakes, coastal zones,
harbors and noncontiguous areas, or on offshore ports, platforms or other
similar sites.
In the case of a Participant, who does not have any nonforfeitable right
to the account balance derived from Employer contributions, Eligibility
Year(s) of Service before a period of consecutive one (1) year Service
Breaks will not be taken into account in computing Eligibility Years of
Service, if the number of consecutive one (1) year Service Breaks in such
period equals or exceeds the greater of five (5) or the aggregate number
of Eligibility Years of Service before such break. Such aggregate number
of Eligibility Years of Service will not include any Eligibility Year of
Service disregarded under the preceding sentence by reason of prior
Service Breaks.
Notwithstanding the above, if the Adoption Agreement provides for full and
immediate vesting upon completion of the eligibility requirements and an
Employee has incurred a one (1) year Service Break before satisfying the
Plan's eligibility requirements, all Eligibility Year(s) of Service before
such Service Break will not be taken into account.
If the elapsed time method of crediting service is specified in the
Adoption Agreement, an Employee shall receive credit for Service, except
for credit which may be disregarded under this Section or Section 2.3, for
the aggregate of all time periods commencing on his Employment
Commencement Date or Re-Employment Commencement Date and ending on his
Severance from Service Date. An Employee shall also receive credit for
any Period of Severance of less than twelve (12) months. Fractional
periods of a year shall be expressed in terms of days.
1.25 "Employee" shall mean an Owner-Employee, a Self-Employed Individual,
a Shareholder-Employee and any other person employed by the Employer
or any Affiliated Employer.
A "leased employee" shall also be treated as an Employee. The term
"leased employee" means any person (other than an employee of the
recipient employer) who pursuant to an agreement between the recipient
employer and any other person ("leasing organization") has performed
services for the recipient employer (or for the recipient employer and
related persons determined in accordance with section 414(n)(6) of the
Code) on a substantially full-time basis for a period of at least one
year, and such services are of a type historically performed by employees
in the business field of the recipient employer. Contributions or
benefits provided a leased employee by the leasing organization which are
attributable to services performed for the recipient employer shall be
treated as provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall not be
considered an employee of the recipient employer if: (i) such employee is
covered by a money purchase pension plan providing (1) a nonintegrated
employer contribution rate of at least ten percent (10%) of compensation,
as defined in section 415(c)(3) of the Code, but including amounts
contributed pursuant to a salary reduction agreement which are excludable
from the employee's gross income under section 125, section 402(a)(8),
section 402(h) or section 403(b) of the Code, (2) immediate participation,
and (3) full and immediate vesting; and (ii) leased employees do not
constitute more than twenty percent (20%) of the recipient employer's
non-highly compensated workforce.
1.26 "Employer" shall mean the corporation, partnership, proprietorship or
other business entity which shall adopt the Plan or any successor thereof.
1.27 "Employment Commencement Date" shall mean the first date with respect to
which an Employee performs an Hour of Service.
1.28 "Entry Date", unless otherwise specified in the Adoption Agreement, shall
mean the first day of the Plan Year and the first day of the seventh month
of the Plan Year. The initial Entry Date shall not precede the original
effective date of the Plan.
1.29 "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of the aggregate Contribution Percentage Amounts taken
into account in computing the numerator of the Contribution Percentage,
actually made on behalf of Highly Compensated Employees for such Plan
Year, over the maximum Contribution Percentage Amounts permitted by the
Average Contribution Percentage tests of Section 4.7 (determined by
reducing contributions made on behalf of Highly Compensated Employees in
order of their Contribution Percentages, beginning with the highest of
such percentages).
1.30 "Excess Contributions" shall mean, with respect to any Plan Year, the
excess of the aggregate amount of Elective Deferrals, Qualified
Nonelective Contributions, and Qualified Matching Contributions actually
taken into account in computing the Actual Deferral Percentage of Highly
Compensated Employees for such Plan Year, over the maximum amount of such
contributions permitted under the Average Actual Deferral Percentage tests
of Section 4.6 (determined by reducing contributions made on behalf of
Highly Compensated Employees in order of their Actual Deferral
Percentages, beginning with the highest of such percentages).
1.31 "Excess Elective Deferrals" shall mean a Participant's Elective Deferrals
for a taxable year in excess of the adjusted dollar limitation of section
402(g) of the Code.
1.32 "Family Member" shall, with respect to a five percent (5%) owner or top
ten Highly Compensated Employee described in section 414(q)(6)(A) of the
Code, include the spouse and lineal ascendants and descendants of an
Employee or former Employee and the spouses of such lineal ascendants and
descendants. The determination of who is a Family Member will be made in
accordance with section 414(q) of the Code.
1.33 "Fund" shall mean all property received by the Trustee or Custodian for
purposes of the Plan, investments thereof and earnings thereon, less
payments made by the Trustee to carry out the Plan.
1.34 "Highly Compensated Employee" shall include highly compensated active
employees and highly compensated former employees.
A highly compensated active employee includes any Employee who performs
services for the Employer or any Affiliated Employer during the
determination year and who, during the look-back year: (i) received
Compensation from the Employer or any Affiliated Employer in excess of
$75,000 (as adjusted pursuant to section 415(d) of the Code); (ii)
received Compensation from the Employer or any Affiliated Employer in
excess of $50,000 (as adjusted pursuant to section 415(d) of the Code) and
was a member of the top-paid group for such year; or (iii) was an officer
of the Employer or any Affiliated Employer and received Compensation
during such year that is greater than fifty percent (50%) of the dollar
limitation in effect under section 415(b)(1)(A) of the Code. The term
Highly Compensated Employee also includes: (i) an Employee who is
described in the preceding sentence if the term "determination year" is
substituted for the term "look-back year" and the Employee is one of the
100 most highly compensated Employees of the Employer or any Affiliated
Employer during the Plan Year; and (ii) an Employee who is a five percent
(5%) owner of the Employer or any Affiliated Employer at any time during
the look-back year or determination year.
If no officer has satisfied the compensation requirement of (iii) above
during either a determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.
For this purpose, the determination year shall be the Plan Year, and the
look-back year shall be the twelve (12) month period immediately preceding
the determination year unless the Employer has elected to use the calendar
year ending with or within the determination year as the look-back year
for purposes of its employee benefit plans. If the Employer has so
elected to use such calendar year as the look-back year for its employee
benefit plans, the determination year shall be the "lag period," if any,
by which the applicable determination year extends beyond such calendar
year.
A highly compensated former employee includes any Employee who terminated
employment (or was deemed to have terminated) prior to the determination
year, performs no service for the Employer or any Affiliated Employer
during the determination year, and was a highly compensated active
employee for either the separation year or any determination year ending
on or after the Employee's 55th birthday.
If an Employee is, during a determination year or look-back year, a Family
Member of either a five percent (5%) owner who is an active or former
Employee or a Highly Compensated Employee who is one of the 10 most Highly
Compensated Employees of the Employer or any Affiliated Employer during
such year, then the Family Member and the five percent (5%) owner or
top-10 Highly Compensated Employee shall be aggregated. The Family Member
and five percent (5%) owner or top-10 Highly Compensated Employee shall
be treated as a single Employee receiving Compensation and Plan
contributions equal to the sum of Compensation and contributions of the
Family Member and five percent (5%) owner or top-10 Highly Compensated
Employee.
The determination of who is a Highly Compensated Employee, including the
determinations of the number and identify of employees in top-paid group,
the top 100 employees, the number of employees treated as officers and the
compensation that is considered, will be made in accordance with section
414(q) of the Code and the regulations thereunder.
1.35 "Hour of Service" shall mean:
(a) Each hour for which an Employee is compensated by the Employer, or
is entitled to be so compensated, for services rendered by him to the
Employer. These hours will be credited to the Employee for the
computation period in which the duties are performed; and
(b) Each hour for which an Employee is compensated by the Employer, or
is entitled to be so compensated, on account of a period of time
during which no services are rendered by him to the Employer
(regardless of whether the Employee shall have ceased to be an
Employee) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence.
No more than five hundred and one (501) Hours of Service shall be
credited pursuant to this subparagraph (b) on account of any single
continuous period during which an Employee renders no services to the
Employer (whether or not such period occurs in a single computation
period). Hours under this paragraph will be calculated and credited
pursuant to section 2530.200b-2 of the Department of Labor
Regulations which are incorporated herein by this reference; and
(c) Each hour for which back pay, without regard to mitigation of
damages, has been awarded or agreed to by the Employer. The same
Hours of Service shall not be credited both under subparagraph (a)
or subparagraph (b), whichever shall be applicable, and also under
this subparagraph (c). The hours will be credited to the Employee
for the computation period or periods to which the award or agreement
pertains rather than the computation period in which the award,
agreement or payment is made.
Hours of Service will be credited for employment with an Affiliated
Employer. Hours of Service will also be credited for employment with
a predecessor employer if the Employer maintains the plan of such
predecessor or the Employer so elects in the Adoption Agreement.
Hours of Service will also be credited for any individual considered
an Employee under sections 414(n) or 414(o) of the Code or the
regulations thereunder.
Solely for purposes of determining whether a Service Break, as
defined in Section 1.54, for participation and vesting purposes has
occurred in a computation period, an individual who is absent from
work for maternity or paternity reasons shall receive credit for the
Hours of Service which would otherwise have been credited to such
individual but for such absence, or in any case in which such hours
cannot be determined, eight (8) Hours of Service per day of such
absence. For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence (1) by reason of the
pregnancy of the individual, (2) by reason of a birth of a child of
the individual, (3) by reason of the placement of the child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period
beginning immediately following such birth or placement. The Hours
of Service credited under this paragraph shall be credited (1) in the
computation period in which the absence begins if the crediting is
necessary to prevent a Service Break in that period, (2) in all other
cases, in the following computation period.
Hours of Service shall be credited on the basis of actual hours
worked unless another method has been specified in the Adoption
Agreement. Hours of Service shall not be counted if the elapsed time
method is specified in the Adoption Agreement, except to determine
an Employee's Employment Commencement Date or Re-Employment
Commencement Date.
1.36 "Integration Level" shall mean the Taxable Wage Base or such lesser amount
elected by the Employer in the Adoption Agreement.
1.37 "Matching Contribution" shall mean Employer contributions made to this
Plan or any other defined contribution plan by reason of Thrift
Contributions or Elective Deferrals under this Plan.
1.38 "Net Profits" shall mean current and accumulated earnings of the Employer
before Federal and State taxes and contributions to this and any other
qualified plan.
1.39 "Non-Highly Compensated Employee" shall mean an Employee of the Employer
who is neither a Highly Compensated Employee nor a Family Member.
1.40 "Normal Retirement Age" shall mean the age specified in the Adoption
Agreement. Upon reaching his Normal Retirement Age, the Participant's
right to his retirement benefit shall be nonforfeitable, notwithstanding
the Plan's vesting schedule. In the event the Employer imposes a
mandatory normal retirement age, the Normal Retirement Age may not exceed
such mandatory normal retirement age.
Notwithstanding any other provision of this Plan, the Employer, in
accordance with the provisions of the Age Discrimination in Employment
Act, shall have no right to compel a Participant to retire, except as
otherwise provided herein, if in the calendar year or the preceding
calendar year, the Employer has twenty (20) or more employees for each
work day in each of twenty (20) or more calendar weeks. The Employer may
retire a Participant who for the two (2) year period prior to retirement
is employed in a bona fide executive or high policy-making position if (1)
he has attained age sixty-five (65); (2) he has attained his Normal
Retirement Date; and (3) his annual retirement benefit from the pension,
profit sharing, savings or deferred compensation plans maintained by the
Employer equals, in the aggregate, at least forty-four thousand dollars
($44,000). This Section shall be deemed to be automatically amended to
reflect any subsequent Federal legislation or regulations.
1.41 "Owner-Employee" shall mean a sole proprietor or a partner who owns more
than ten percent (10%) of either the capital interest or profits interest
of a partnership.
1.42 "Participant" shall mean an Eligible Employee who enters the Plan pursuant
to Section 2.1 of the Plan.
(a) "Active Participant" shall mean a Participant who is credited with
one thousand (1,000) or more Hours of Service (or such lesser number
of Hours of Service specified in the Adoption Agreement) in the Plan
Year. Unless otherwise specified in the Adoption Agreement, it is
not necessary that the Participant be employed on the last day of the
Plan Year in order to be deemed an Active Participant and share in
the Employer contribution, if any. If the elapsed time method of
crediting service is specified in the Adoption Agreement, Active
Participant shall include all Participants, unless otherwise
specified in the Adoption Agreement.
Notwithstanding the foregoing paragraph, if the Plan is a
standardized plan, "Active Participant" shall mean, for each Plan
Year beginning on or after January 1, 1990, each Participant other
than a Participant who is not employed on the last day of the Plan
Year and is credited with more than 500 Hours of Service in the Plan
Year. If the elapsed time method of crediting service is specified
in the Adoption Agreement, "Active Participant" shall mean all
Participants.
If the elapsed time method of crediting Hours of Service is specified
in the Adoption Agreement, Active Participant shall mean a
Participant who is credited with three (3) consecutive calendar
months of service.
(b) "Eligible Participant" shall mean an Employee who is eligible under
the terms of the Plan to make Thrift Contributions, Elective
Deferrals or Elective Deferrals and Thrift Contributions, combined
("Combined Contributions") made on his behalf.
1.43 "Participating Employer" shall mean any Affiliated Employer which has
adopted the Plan in accordance with Section 16.5.
1.44 "Period of Severance" shall mean a continuous period of time during which
the Employee is not employed by the Employer. Such period begins on the
Employee's Severance from Service Date and ends on the Employee's
Re-Employment Commencement Date.
1.45 "Plan" shall mean this Prototype Plan, the Trust Agreement or Custodial
Agreement and the Adoption Agreement of the adopting Employer, as from
time to time amended.
1.46 "Plan Year" shall mean the calendar year, unless another twelve (12)
consecutive month period is specified in the Adoption Agreement.
1.47 "Prototype Plan" shall mean the basic plan document described herein.
1.48 "Qualified Matching Contributions" shall mean Employer contributions to
the Plan which are allocated to Participants' accounts by reason of
Elective Deferrals, which are at all times subject to the distribution and
nonforfeitability requirements of section 401(k) of the Code.
1.49 "Qualified Nonelective Contributions" shall mean Employer contributions
(other than Matching Contributions or Qualified Matching Contributions)
which are allocated to Eligible Participants' accounts, which such
Participants may not elect to receive in cash until distributed from the
Plan and, which are at all times subject to the distribution and
nonforfeitability requirements of section 401(k) of the Code.
1.50 "ReEmployment Commencement Date" shall mean the first day on which the
Employee is credited with an Hour of Service for the performance of duties
after the first eligibility computation period in which the Employee
incurs a one (1) year Service Break.
In the case of any Participant who has a one (1) year Service Break,
Eligibility Year(s) of Service before such break will not be taken into
account until the Employee has completed one (1) Eligibility Year of
Service after returning to employment. Such Eligibility Year of
Service shall be measured by the twelve (12) consecutive month period
beginning on the Employee's Reemployment Commencement Date and, if
necessary, subsequent twelve (12) consecutive month periods beginning on
anniversaries of the Re-Employment Commencement Date.
If a former Participant completes an Eligibility Year of Service in
accordance with this provision, such Participant's participation will be
reinstated as of the Re-Employment Commencement Date.
1.51 "Regular Account" shall mean the account to which Employer contributions
are credited with respect to the Dreyfus prototype money purchase and
target benefit plans (Plan Numbers 01001, 01004, and 01005).
1.52 "S-Corporation" shall mean an Employer who has made an election for its
taxable year of reference under section 1362(a) of the Code, or any other
applicable section pertaining thereto.
1.53 "Self-Employed Individual" shall mean an individual who has Earned Income
for the taxable year from the unincorporated trade, or business or
partnership with respect to which the Plan is established; also, an
individual who would have had Earned Income but for the fact such trade,
business or partnership had no net profits for the taxable year.
1.54 "Service" shall mean any twelve (12) consecutive month period identical
to the Plan Year during which the Employee completes at least one thousand
(1,000) or more Hours of Service (or such lesser number of Hours of
Service specified in the Adoption Agreement). Periods of time to be
excluded, if any, shall be stipulated in the Adoption Agreement.
In the case of Employees in the Maritime Industry, 125 days of service
shall be treated as 1,000 Hours of Service (or such lesser number of hours
of Service as specified in the Adoption Agreement).
Service will be credited in accordance with the rules set forth above for
any employment, for any period of time, for any Affiliated Employer.
Service will also be credited for any individual required to be considered
an Employee, for purposes of this Plan under section 414(n) or (o) of the
Code, of the Employer or any Affiliated Employer.
If the elapsed time method of crediting service is specified in the
Adoption Agreement, an Employee shall receive credit for Service, except
for Service which may be disregarded under Sections 7.2(b), for the
aggregate of all time periods commencing on his Employment Commencement
Date or Re-Employment Commencement Date and ending on his Severance from
Service Date. An Employee shall also receive credit, for vesting
purposes, for any Period of Severance of less than twelve (12) consecutive
months. An Employee will receive a year of Service for vesting purposes
for each twelve (12) months of Service. Fractional periods of a year
shall be expressed in terms of days.
1.55 "Service Break" shall mean:
(a)For purposes of calculating Eligibility Years of Service, any twelve
(12) consecutive month period commencing on an Employee's Employment
Commencement Date or anniversaries thereof during which the Employee is
credited with five hundred (500) Hours of Service or less. In the case
of Employees in the Maritime Industry, 62 days of service or less.
(b) For purposes of calculating years of Service, any Plan Year during
which the Employee is credited with five hundred (500) Hours of Service
or less, where such Service Break shall be measured from the first day of
such Plan Year. In the case of Employees in the Maritime Industry, 62
days of service or less.
(c) If the elapsed time method of crediting service is specified in the
Adoption Agreement, a Service Break shall mean a Period of Severance of
at least twelve (12) consecutive months; provided, however, that in the
case of an Employee absent for maternity or paternity reasons (as defined
in Section 1.35), the Period of Severance shall not commence for this
purpose until the twenty-four (24) month anniversary of the first date of
such absence.
(d) A Service Break shall not be deemed to have occurred as a result of
absence due to service in the armed forces of the United States, provided
the Employee makes application for resumption of work with the Employer
following discharge, within the time specified by then applicable laws.
1.56 "Severance from Service Date" shall mean the earlier of
(a) the date on which an Employee quits, retires, is discharged or dies;
or
(b) the twelve (12) month anniversary of the date an Employee is first
absent (with or without pay) for reason other than quit, retirement,
discharge or death (such as vacation, holiday, sickness, disability, leave
of absence or layoff).
1.57 Shareholder-Employee" shall mean a Participant who owns (or is considered
as owning) more than five percent (5%) of the outstanding stock of an
S-Corporation on any day during the taxable year of reference of such
S-Corporation. In determining the percent of a Participant's ownership
of the outstanding stock, the family attribution rules of section
318(a)(1) of the Code, or any other applicable section of the Code
pertaining thereto shall apply.
1.58 "Sponsor" shall mean The Dreyfus Corporation.
1.59 "Taxable Wage Base" shall mean, except for purposes of Article V, the
contribution and benefit base in effect under Section 230 of the Social
Security Act at the beginning of the Plan Year.
1.60 "Thrift Contributions" shall mean contributions made by a Participant
which are included in the Participant's gross income in the year in which
made.
1.61 "Total and Permanent Disability" shall mean the inability to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
which has lasted or can be expected to last for a continuous period of not
less than twelve (12) months. The permanence and degree of such
impairment shall be supported by medical evidence satisfactory to the
Committee.
1.62 "Trustee" or "Custodian" shall mean the individual or individuals, or
institution appointed in the Adoption Agreement by the Employer to act in
accordance with the provisions of the Trust Agreement or Custodial
Agreement.
If the contributions will be made to a Custodian, references herein to the
"Trustee" shall be deemed to refer to the "Custodian" and the term "Trust
Fund" shall be deemed to refer to the "Custodial Account."
1.63 "Trust Agreement" or "Custodial Agreement" shall mean:
(a) for "Trust Agreement" shall mean the agreement between the Employer
and the Trustee if the Plan is established under Dreyfus
Standardized/Paired Prototype Money Purchase Plan No. 01001, Dreyfus
Nonstandardized Prototype Profit Sharing Plan No. 01002, Dreyfus
Standardized/Paired Prototype Profit Sharing Plan No. 01003, or Dreyfus
Standardized/Paired Prototype Target Benefit Pension Plan No. 01004.
(b) for "Custodial Agreement" shall mean the agreement between the
Employer and the Custodian under which the Plan is funded if the Plan is
established under Dreyfus Easy Standardized/Paired Prototype Money
Purchase Retirement Plan No. 01005 or Dreyfus Easy Standardized/Paired
Prototype Profit Sharing Retirement Plan No. 01006. Such Plans are
hereinafter referred to as "Easy Retirement Plans."
1.64 "Valuation Date" shall mean the last day of the Plan Year and such other
dates as may be determined by the Committee.
1.65 "Voluntary Contributions" shall mean contributions previously made by a
Participant which were included in the Participant's gross income in the
year in which made.
ARTICLE II.
PARTICIPATION
2.1 Membership
Each Eligible Employee shall become a Participant on the Effective Date
or the Entry Date coincident with or next following the completion of the
age and service requirements set forth in the Adoption Agreement.
2.2 Excluded Employees
The Adoption Agreement may exclude Employees from participation in the
Plan based upon minimum age and service requirements or the inclusion of
such Employees in certain ineligible classifications.
In the event an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such Employee will
participate immediately if such Employee has satisfied the minimum age and
service requirements and would otherwise have previously become a
Participant.
In the event a Participant is no longer a member of an eligible class of
Employees and becomes ineligible to participate, but has not incurred a
Service Break, such Employee will participate immediately upon returning
to an eligible class of Employees. If such Participant incurs a Service
Break, eligibility to participate will be determined under the rules of
Section 1.24 of the Plan.
2.3 Reemployment
(a) A former Participant will become a Participant immediately upon
returning to the employ of the Employer if such former Participant had a
nonforfeitable right to all or a portion of the account balance derived
from Employer contributions at the time of termination from service.
(b) A former Participant who did not have a nonforfeitable right to any
portion of the account balance derived from Employer contributions at the
time of termination from service will be considered a new Employee, for
eligibility purposes, if the number of consecutive one (1) year Service
Breaks equal or exceed the greater of five (5) or the aggregate number of
years of Service before such Service Breaks. If such former Participant's
years of Service before termination from service may not be disregarded
pursuant to the preceding sentence, such former Participant shall
participate immediately upon reemployment.
(c) Any former Employee who was never a Participant and is reemployed as
an Employee will be eligible to participate subject to the provisions of
Section 2.1.
2.4 Change in Employment Status
In the event that a Participant who was credited with a year of Service
for the preceding Plan Year, at the request of the Employer, enters
directly into the employ of any other business entity, such Participant
shall be deemed to be an Active Participant. If such Participant returns
to the employ of the Employer or becomes eligible for benefits pursuant
to Articles VIII or IX, without interruption of employment with the
Employer or other business entity, he shall be deemed not to have had a
Service Break for such period. However, if such Participant does not
immediately return to the employ of the Employer upon his termination of
employment with such other business entity or upon recall by the Employer,
he shall be deemed to have terminated his employment for all purposes of
the Plan as of the Anniversary Date following the date of transfer.
2.5 Limitations on Participation of Owner-Employees
Notwithstanding the above, Plans which allow Owner-Employees to
participate must satisfy the following additional requirements:
(a) If this Plan provides contributions or benefits for one or more
Owner-Employees who control both the business for which this Plan is
established and one or more other trades or businesses, this Plan and the
plan established for other trades or businesses must, when looked at as
a single plan, satisfy sections 401(a) and (d) of the Code for the
Employees of this and all other trades or businesses.
(b) If the Plan provides contributions or benefits for one or more
Owner-Employees who control one or more other trades or businesses the
employees of the other trades or businesses must be included in a plan
which satisfies sections 401(a) and (d) of the Code and which provides
contributions and benefits not less favorable than provided for
Owner-Employees under this Plan.
(c) If an individual is covered as an Owner-Employee under the plans of
two or more trades or businesses which are not controlled and the
individual controls a trade or business, then the contributions or
benefits of the employees under the plan of the trades or businesses which
are controlled must be as favorable as those provided for him under the
most favorable plan of the trade or business which is not controlled.
For purposes of the preceding paragraphs, an Owner-Employee, or two
or more Owner-Employees, will be considered to control a trade or business
if the Owner-Employee, or two or more Owner-Employees together:
(1) own the entire interest in an unincorporated trade or business,
or
(2) in the case of a partnership, own more than fifty percent (50%)
of either the capital interest or the profits interest in the
partnership.
For purposes of the preceding sentence, an Owner-Employee, or two or
more Owner-Employees shall be treated as owning any interest in a
partnership which is owned, directly or indirectly, by a partnership
which such Owner-Employee, or such two or more Owner-Employees, are
considered to control within the meaning of the preceding sentence.
ARTICLE III.
CONTRIBUTIONS AND CREDITS TO MONEY PURCHASE PLANS
(The provisions of this Article shall apply
only with respect to Money Purchase Plans)
3.1 Employer Contributions
For each Plan Year the Employer's contribution to the Fund shall be
determined in accordance with the Adoption Agreement. Such contribution
shall not exceed an amount equal to twenty-five percent (25%) of each
Participant's Compensation.
3.2 Forfeitures
Unless otherwise specified in the Adoption Agreement, any forfeitures
which occur will reduce Employer contributions for the next Plan Year.
If the Adoption Agreement specifies that forfeitures are to be allocated
to the Accounts of other Participants, the Plan shall continue to be
designed to qualify as a money purchase pension plan for purposes of
sections 401(a), 402, 412 and 417 of the Code.
3.3 Credit to Participants
(a) If the Plan is not integrated with Social Security, the Employer's
contribution (as specified in the Adoption Agreement) for any Plan Year
(and any forfeitures, if forfeitures are allocated to Active Participants
in accordance with Section 3.2) shall be allocated to the Regular Account
of each Active Participant in the ratio in which each Active Participant's
Compensation for the Plan Year bears to that of all Active Participants
for such Plan Year.
(b) If the Plan is integrated with Social Security:
(i) Subject to the overall permitted disparity limits, if under
Article XIII, the Plan is Top-Heavy for the Plan Year and the minimum
Top-Heavy contribution is made under the Plan, then Employer
Discretionary Contributions plus forfeitures shall be allocated to
the Account of each Participant who either completes more than 500
Hours of Service during the Plan Year or is employed on the last day
of the Plan Year as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that each Participant's
total Compensation bears to all Participants' total
Compensation, but not in excess of 3% of each Participant's
Compensation.
Step Two: Any contributions and forfeitures remaining after the
allocation in Step One will be allocated to each Participant's
Account in the ratio that each Participant's Compensation for
the Plan Year in excess of the integration level bears to the
excess compensation of all Participants, but not in excess of
3% of each Participant's Compensation. For purposes of this
Step Two, in the case of any Participant who has exceeded the
Cumulative Permitted Disparity Limit described below, such
Participant's total Compensation for the Plan Year will be taken
into account.
Step Three: Any contributions and forfeitures remaining after
the allocation in Step Two will be allocated to each
Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step Three, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Four: Any remaining Employer contributions or
forfeitures will be allocated to each Participant's Account in
the ratio that each Participants's total Compensation for the
Plan Year bears to all Participants' total Compensation for that
year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
(ii) Subject to the overall permitted disparity limits, if the Plan
is not Top Heavy for the Plan Year, Employer Discretionary
Contributions plus forfeitures shall be allocated to the Account of
each Participant who either completes more than 500 Hours of Service
during the Plan Year or is employed on the last day of the Plan Year
as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step One, in the case of any Participant who has
exceeded the Cumulative Permitted Disparity Limit described below, two times
such Participant's total Compensation for the Plan Year will be taken into
account.
Step Two: Any remaining Employer contributions or forfeitures
will be allocated to each Participant's Account in the ratio
that each Participants' total Compensation for the Plan Year
bears to all Participants' total Compensation for that year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
Overall Permitted Disparity Limit
Annual Overall Permitted Disparity Limit: Notwithstanding section
4.3(b)(i) and (ii) above, for any Play Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer that provides for permitted disparity (or
imputes disparity), Employer contributions and forfeitures will be
allocated to the Account of each Participant who either completes
more than 500 Hours of Service during the Plan Year or is employed
on the last day of the Plan Year in the ratio that such Participant's
total Compensation bears to the total Compensation of all
Participants.
Cumulative Permitted Disparity Limit: Effective for Plan Years
beginning on or after January 1, 1995, the Cumulative Permitted
Disparity Limit for a Participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years means the number
of years credited to the Participant for allocation or accrual
purposes under this Plan, any other qualified plan or simplified
employer pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's
cumulative permitted disparity limit, all years ending in the same
calendar year are treated as the same year. If the Participant has
not benefited under a defined benefit or target benefit plan for any
year beginning on or after January 1, 1994, the Participant has no
cumulative disparity limit.
ARTICLE IV.
CONTRIBUTIONS AND CREDITS TO PROFIT SHARING PLANS
(The provisions of this Article shall apply only
with respect to Profit Sharing Plans)
4.1 Limits on Employer Contributions
Employer contributions for each Plan Year (including, if applicable,
Elective Deferrals) shall be determined in accordance with the Adoption
Agreement, but shall not exceed the maximum amount which shall constitute
an allowable deduction under section 404(a) of the Code. Unless otherwise
specified in the Adoption Agreement, Employer contributions may only be
made out of Net Profits. If the Adoption Agreement provides that one or
more Employer contributions may be made without regard to Net Profits, the
Plan shall continue to be designed to qualify as a profit sharing plan for
purposes of the Code.
4.2 Forfeitures
Unless otherwise specified in the Adoption Agreement, forfeitures, if any,
will be allocated to Participants' Accounts in the following manner:
Forfeitures of Employer Discretionary Contribution will be allocated in
the same manner as are such contributions. Forfeitures of Matching
Contributions will be allocated to the Matching Contribution Account in
the ratio that the Matching Contribution for each Participant bears to the
sum of all the Matching Contributions for all Participants.
4.3 Employer Discretionary Contributions
The following provisions shall apply if the Employer has elected in the
Adoption Agreement to make Employer Discretionary Contributions.
(a) If the Plan is not integrated with Social Security, the Employer
Discretionary Contribution for any Plan Year (and any forfeitures, if
forfeitures are reallocated to Active Participants in accordance with
Section 4.2) shall be allocated to the Employer Discretionary Contribution
Account established for each Active Participant in the ratio in which each
Active Participant's Compensation for the Plan Year bears to that of all
Active Participants for such Plan Year.
(b) If the Plan is integrated with Social Security:
(i) Subject to the overall permitted disparity limits,if under
Article XIII, the Plan is Top-Heavy for the Plan Year and the minimum
Top-Heavy contribution is made under the Plan, then Employer
Discretionary Contributions plus forfeitures shall be allocated to
the Account of each Participant who either completes more than 500
Hours of Service during the Plan Year or is employed on the last day
of the Plan Year as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that each Participant's
total Compensation bears to all Participants' total
Compensation, but not in excess of 3% of each Participant's
Compensation.
Step Two: Any contributions and forfeitures remaining after the
allocation in Step One will be allocated to each Participant's
Account in the ratio that each Participant's Compensation for
the Plan Year in excess of the integration level bears to the
excess compensation of all Participants, but not in excess of
3% of each Participant's Compensation. For purposes of this
Step Two, in the case of any Participant who has exceeded the
Cumulative Permitted Disparity Limit described below, such
Participant's total Compensation for the Plan Year will be taken
into account.
Step Three: Any contributions and forfeitures remaining after
the allocation in Step Two will be allocated to each
Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step Three, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Four: Any remaining Employer contributions or
forfeitures will be allocated to each Participant's Account in
the ratio that each Participants's total Compensation for the
Plan Year bears to all Participants' total Compensation for that
year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
(ii) Subject to the overall permitted disparity limits,if the Plan
is not Top- Heavy for the Plan Year, Employer Discretionary
Contributions plus forfeitures shall be allocated to the Account of
each Participant who either completes more than 500 Hours of Service
during the Plan Year or is employed on the last day of the Plan Year
as follows:
Step One: Contributions and forfeitures will be allocated to
each Participant's Account in the ratio that the sum of each
Participant's total Compensation and Compensation in excess of
the Integration Level bears to the sum of all Participants'
total Compensation and Compensation in excess of the Integration
Level; however, the allocation cannot exceed the product of (a)
the Permitted Disparity Percentage specified in the Adoption
Agreement multiplied by (b) each Participant's total
Compensation and Compensation in excess of the Integration
Level. For purposes of this Step One, in the case of any
Participant who has exceeded the Cumulative Permitted Disparity
Limit described below, two times such Participant's total
Compensation for the Plan Year will be taken into account.
Step Two: Any remaining Employer contributions or forfeitures
will be allocated to each Participant's Account in the ratio
that each Participant's total Compensation for the Plan Year
bears to all Participants' total Compensation for that year.
The Integration Level shall be equal to the Taxable Wage Base or such
lesser amount elected by the Employer in the Adoption Agreement.
Overall Permitted Disparity Limits
Annual Overall Permitted Disparity Limit: Notwithstanding section
4.3(b)(i) and (ii) above, for any Plan Year this Plan benefits any
Participant who benefits under another qualified plan or simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer that provides for permitted disparity (or
imputes disparity), Employer contributions and forfeitures will be
allocated to the Account of each Participant who either completes
more than 500 Hours of Service during the Plan Year or who is
employed on the last day of the Plan Year in the ratio that such
Participant's total Compensation bears to the total Compensation of
all Participants.
Cumulative Permitted Disparity Limit: Effective for Plan Years
beginning on or after January 1, 1995, the Cumulative Permitted
Disparity Limit for a Participant is 35 total cumulative permitted
disparity years. Total cumulative permitted years means the number
of years credited to the Participant for allocation or accrual
purposes under this Plan, any other qualified plan or simplified
employer pension plan (whether or not terminated) ever maintained by
the Employer. For purposes of determining the Participant's
cumulative permitted disparity limit, all years ending in the same
calendar year are treated as the same year. If the Participant has
not benefited under a defined benefit or target benefit plan for any
year beginning on or after January 1, 1994, the Participant has no
cumulative disparity limit.
4.4 401(k) Cash or Deferred Arrangements ("CODA")/Thrift Contributions
(1) Elective Deferrals
If elected in the Adoption Agreement, the Employer may make
contributions under a CODA.
(a) Allocation of Deferrals. The Employer shall contribute and
allocate to each Participant's Elective Deferral Account an amount
equal to the amount of a Participant's Elective Deferrals.
(1) Elective Deferrals Pursuant to a Salary Reduction
Agreement. To the extent provided in the Adoption Agreement,
a Participant may elect to have Elective Deferrals made under
this Plan. Elective Deferrals shall include both single-sum and
continuing contributions made pursuant to a salary reduction
agreement.
(i) Commencement of Elective Deferrals. A Participant
shall be afforded a reasonable period at least once
each calendar year, as specified in the Adoption
Agreement, to elect to commence Elective Deferrals.
Such election shall become effective as soon as
administratively feasible, but not before the time
specified in the Adoption Agreement.
(ii) Modification and Termination of Elective Deferrals.
A Participant's election to commence Elective
Deferrals shall remain in effect until modified or
terminated. A Participant shall be afforded a
reasonable period at least once each calendar year,
as specified in the Adoption Agreement, to modify the
amount or frequency of his or her Elective Deferrals.
A Participant may terminate his or her election to
make Elective Deferrals at any time.
(2) Cash bonuses. If permitted in the Adoption Agreement, a
Participant may also 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. A Participant shall be afforded a reasonable period
at least once a year to elect to defer such amounts to the
CODA. Such election shall become effective as soon as
administratively feasible, but not before the time
specified in the Adoption Agreement.
(3) Elective Deferrals shall be contributed and allocated to
the Fund as soon as practicable (but in no event later than
90 days) following the close of the applicable pay period.
(2) Thrift Contributions
Starting for Plan Year(s) beginning January 1, 1987, if
permitted under the Adoption Agreement, Participants may make
Thrift Contributions which shall be allocated to a Thrift
Account for each such Participant.
(a) A Participant shall always be one hundred percent (100%)
vested in his Thrift Account.
(b) Unless specified otherwise in the Adoption Agreement,
Thrift Contributions shall take effect on the Anniversary
Date coincident with or next following the Participant's
election to make Thrift Contributions. Elections to change
the amount of the Thrift Contribution shall take effect on
the Change Date specified in the Adoption Agreement which
is coincident with or next following the date the
Participant's election is received by the Committee.
Notwithstanding this provision, a Participant's revocation of an election to
make Thrift Contributions shall take effect as soon as administratively
feasible.
(c) Thrift Contributions shall be made to the Fund as soon as
practicable (but in no event later than 90 days) following
the close of the applicable pay period.
(d) Notwithstanding any other provisions of this Section
4.4(2), distributions or withdrawals from a Participant's
Thrift Account shall be made in accordance with the rules
applicable to Voluntary Contributions under Section 10.1
However, if the Employer has elected to make Matching
Contributions with respect to Thrift Contributions, any
Participant who withdraws any amount from his Thrift
Account, shall be precluded from making Thrift
Contributions until the next permitted Change Date
specified in the Adoption Agreement which is at least six
(6) months after the date of withdrawal.
(e) Thrift Contributions shall be subject to the Contribution
Percentage tests and the rules applicable to Excess
Aggregate Contributions set forth in Section 4.7.
(3) Matching Contributions
(a) If elected by the Employer in the Adoption Agreement, the
Employer will make Matching Contributions to the Plan. The
amount of such Matching Contributions shall be calculated
by reference to each eligible Participant's Elective
Deferrals or Thrift Contributions or Combined Contributions
as specified by the Employer in the Adoption Agreement.
(b) Separate Account. Matching Contributions shall be
allocated to each eligible Participant's Employer Matching
Contribution Account.
(c) Vesting. Matching Contributions will be vested in
accordance with the Employer's election in the Adoption
Agreement and the terms of this plan. Notwithstanding
anything in the Plan to the contrary, Matching
Contributions shall be forfeited to the extent they relate
to Excess Elective Deferrals, Excess Contributions or
Excess Aggregate Contributions, and shall not be taken into
account for purposes of Section 4.7(a).
(d) Forfeitures. Forfeitures of Matching Contributions other
than Excess Aggregate Contributions shall be made in
accordance with the forfeiture provisions pursuant to
Section 4.2 of the Plan.
(e) Matching Contributions shall be subject to the Contribution
Percentage tests and the rules applicable to Excess
Aggregate Contributions set forth in Section 4.7.
(4) Qualified Matching Contributions
(a) If elected by the Employer in the Adoption Agreement, the
Employer will make Qualified Matching Contributions to the
CODA. The amount of such Qualified Matching Contributions
shall be calculated by reference to each eligible
Participant's Elective Deferrals or the Elective Deferral
portion of Combined Contributions, as specified in the
Adoption Agreement.
(b) Separate Account. Qualified Matching Contributions shall
be allocated to each Participant's Qualified Nonelective
Contribution Account.
(c) Vesting. Qualified Matching Contributions shall be fully
vested and nonforfeitable at all times.
(d) Distributions. Qualified Matching Contributions and income
allocable thereto shall be distributable only in accordance
with Section 4.10.
(5) Qualified Nonelective Contributions
(a) The Employer may elect to make Qualified Nonelective
Contributions under the Plan on behalf of Employees as
provided in the Adoption Agreement.
The Qualified Nonelective Contributions will be allocated
to each eligible Participant's Qualified Nonelective
Contribution Account in the ratio in which each eligible
Participant's Compensation for the Plan Year bears to the
total Compensation of all eligible Participants for such
Plan Year.
(b) Separate Account. Qualified Nonelective Contributions
shall be allocated to each Eligible Participant's
Qualified Nonelective Contribution Account.
(c) Vesting. Qualified Nonelective Contributions shall be
fully vested and nonforfeitable at all times.
(d) Distributions. Qualified Nonelective Contributions and
income allocable thereto shall be distributable only in
accordance with Section 4.10.
4.5 Maximum Amount of Elective Deferrals
(a) General Rule. A Participant's Elective Deferrals are subject to any
limitations imposed in the Adoption Agreement and any further
limitations under the Plan. No Participant shall be permitted to
have Elective Deferrals made under this Plan or any other CODA
maintained by the Employer or an Affiliated Employer, during any
calendar year beginning after 1986, in excess of the adjusted dollar
limitation of section 402(g) of the Code. Other dollar limitations
may apply under section 402(g) of the Code to the extent that a
Participant makes Elective Deferrals to arrangements other than CODAs
(see also sections 402(h)(1)(B), 403(b), 457, and 501(c)(18) of the
Code).
(b) Distribution of Excess Elective Deferrals. A Participant may
allocate to the Plan any Excess Deferrals made during a calendar year
by notifying the Committee on or before the date specified in the
Adoption Agreement of the amount of the Excess Elective Deferrals to
be assigned to the Plan. A Participant shall be deemed to notify the
Committee of any Excess Elective Deferrals that arise by taking into
account only those Elective Deferrals made to this Plan and any other
plans of the Employer. Notwithstanding any other provision of the
Plan, Excess Elective Deferrals, plus any income and minus any loss
allocable thereto, shall be distributed no later than April 15 to
Participants to whose accounts Excess Elective Deferrals were
allocated for the preceding year and who claim Excess Elective
Deferrals for such taxable year no later than the date specified in
the Adoption Agreement.
(c) Determination of Income or Loss. Excess Elective Deferrals shall be
adjusted for income or loss for the taxable year. Unless indicated
otherwise by the Committee, the income or loss allocable to Excess
Elective Deferrals is the income or loss allocable to the
Participant's Elective Deferral Account for the taxable year
multiplied by a fraction, the numerator of which is such
Participant's Excess Elective Deferrals for the year and the
denominator is the Participant's account balance attributable to
Elective Deferrals without regard to any income or loss occurring
during such taxable year. If the Committee selects another method
in order to compute the income or loss, the method selected must not
violate the requirements of Code section 401(a)(4) and must be used
consistently for all Plan participants and for all corrective
distributions under the Plan for the taxable year.
4.6 Average Actual Deferral Percentage Tests
(a) General Rule. The Average Actual Deferral Percentage for Eligible
Participants who are Highly Compensated Employees for each Plan Year
beginning on or after January 1, 1987 and the Average Actual Deferral
Percentage for Eligible Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the following
tests:
(1) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25;
or
(2) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Actual Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2.0, provided that the Average Actual
Deferral Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Actual
Deferral Percentage for Eligible Participants who are Non-Highly
Compensated Employees by more than two (2) percentage points.
(b) Special Rules.
(1) The Actual Deferral Percentage for any Participant who
is a Highly Compensated Employee for the Plan Year and
who is eligible to have Elective Deferrals (and, if
applicable, Qualified Nonelective Contributions or
Qualified Matching Contributions, or both) allocated
for his account under two or more CODAs, that are
maintained by the Employer, shall be determined as if
such Elective Deferrals (and, if applicable, such
Qualified Nonelective Contributions and Qualified
Matching Contributions, or both) were made under a
single arrangement. If a Highly Compensated Employee
participates in two or more CODAs that have different
Plan Years, all CODAs ending with or within the same
calendar year shall be treated as a single
arrangement.
(2) In the event that this Plan satisfies the requirements
of sections 401(a)(4), 401(k) or 410(b) of the Code
only if aggregated with one or more other plans, or
if one or more other plans satisfy the requirements
of such sections of the Code only if aggregated with
this Plan, then this Section shall be applied by
determining the Actual Deferral Percentage of Eligible
Participants as if all such plans were a single plan.
For Plan Years beginning after December 31, 1989,
plans may be aggregated in order to satisfy section
401(k) of the Code only if they have the same Plan
Year.
(3) For purposes of the Average Actual Deferral Percentage
of an Eligible Participant who is a 5 percent owner
or one of the 10 most highly-paid Highly Compensated
Employees, the Elective Deferrals (and, if applicable,
Qualified Nonelective Contributions or Qualified
Matching Contributions, or both) and Compensation of
such Participant shall include the Elective Deferrals
(and, if applicable, Qualified Nonelective
Contributions and Qualified Matching Contributions or
both), and Compensation for the Plan Year of Family
Members. Family Members, with respect to Highly
Compensated Employees, shall be disregarded as
separate employees in determining the Actual Deferral
Percentage both for Eligible Participants who are
Non-Highly Compensated Employees and for Eligible
Participants who are Highly Compensated Employees.
(4) Notwithstanding anything in this Plan to the contrary,
Qualified Nonelective Contributions and Qualified
Matching Contributions used to meet the Average Actual
Deferral Percentage tests may be made at any time
before the last day of the twelve (12) month period
immediately following the Plan Year to which the
contributions relate.
(5) The determination and treatment of the Elective
Deferrals, Qualified Nonelective Contributions,
Qualified Matching Contributions and the Actual
Deferral Percentage of any Eligible Participant shall
satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.
(6) The Employer shall maintain adequate records to
demonstrate compliance with the Average Actual
Deferral Percentage tests, including the extent to
which Qualified Nonelective and Qualified Matching
Contributions are taken into account.
(c) Distribution of Excess Contributions. Notwithstanding any
other provision of the Plan except Section 4.6(d) below,
Excess Contributions, plus any income and minus any loss
allocable thereto, shall be distributed no later than the
last day of each Plan Year to Participants to whose
accounts Excess Contributions were allocated for the
preceding Plan Year. The amount of Excess Contributions
to be distributed shall be reduced by the amount of any
Excess Contributions recharacterized in accordance with
Section 4.6(d) below. Distributions of Excess
Contributions shall be made to Highly Compensated Employees
on the basis of the respective portions of the Excess
Contributions attributable to each Highly Compensated
Employee. Excess Contributions shall be allocated to
Participants who are subject to the family member
aggregation rules of section 414(q)(6) of the Code in the
manner prescribed by the regulations. [If such excess
amounts are not distributed or recharacterized (in
accordance with Section 4.6(d) below) within 2-1/2 months
after the last day of the Plan Year in which such excess
amounts arose, then section 4979 of the Code imposes a ten
percent (10%) excise tax on the Employer maintaining the
Plan with respect to such amounts.] Excess Contributions
of Participants who are subject to the Family Member
aggregation rules described in Section 4.6(b)(3) shall be
allocated among the Family Members in proportion to the
Elective Deferrals (and amounts treated as Elective
Deferrals) of each Family Member that is combined to
determine the combined Actual Deferral Percentage.
(1) Determination of Income or Loss. Excess Contributions
shall be adjusted for income or loss for the Plan
Year. Unless indicated otherwise by the Committee,
the income or loss allocable to Excess Contributions
is the income or loss allocable to the Participant's
Elective Deferrals (and, if applicable, Qualified
Nonelective Contributions or Qualified Matching
Contributions or both) for the Plan Year multiplied
by a fraction, the numerator of which is such
Participant's Excess Contributions for the year and
the denominator is the Participant's account balance
attributable to Elective Deferrals (and, if
applicable, Qualified Nonelective Contributions or
Qualified Matching Contributions or both) without
regard to any income or loss occurring during such
Plan Year. If the Committee selects another method
in order to compute the income or loss, the method
selected must not violate the requirements of Code
section 401(a)(4) and must be used consistently for
all Plan participants and for all corrective
distributions under the Plan for the Plan Year.
(2) Accounting for Excess Contributions. Excess
Contributions shall be distributed first from the
Participant's account balance attributable to Elective
Deferrals and (to the extent used in the Average
Actual Deferral Percentage tests) Qualified Matching
Contributions in proportion to the Participant's
Elective Deferrals and Qualified Matching
Contributions for the Plan Year. Excess Contributions
shall be distributed from the Participant's Qualified
Nonelective Contribution Account only to the extent
that such Excess Contributions exceed the
Participant's account balance attributable to Elective
Deferrals and Qualified Matching Contributions.
(d) Recharacterization of Excess Contributions. If the Plan
provides for Thrift Contributions by Participants and if
permitted in the Adoption Agreement, each Participant to
whom Excess Contributions are allocable may elect, in lieu
of distribution under Section 4.6(c) above, that all or a
portion of such Excess Contributions be recharacterized as
Thrift Contributions no later than the later of (i) 2-1/2
months after the last day of the Plan Year in which such
excess amounts arose or (ii) October 24, 1988.
Recharacterization is deemed to occur no earlier than the
date the last Highly Compensated Employee is informed in
writing of the amount recharacterized and the consequences
thereof.
In no event may the amount of Excess Contributions
recharacterized for any Plan Year exceed the amount of
Elective Deferrals for such Plan Year. Excess
Contributions may not be recharacterized as Thrift
Contributions to the extent that, in combination with the
Thrift Contributions actually made for the Plan Year, they
exceed the maximum amount of Thrift Contributions permitted
under the Plan (prior to the application of the
Contribution Percentage tests of Section 4.7).
Recharacterized Excess Contributions shall be treated as
Thrift Contributions for purposes of the Contribution
Percentage tests of Section 4.7.
However, no matching Employer contribution shall be made
with respect to Recharacterized Contributions. In
addition, recharacterized Excess Contributions shall be
reported to the Internal Revenue Service and the
Participant as employee contributions in accordance with
such rules as the Internal Revenue Service may prescribe
and shall be accounted for as Voluntary Contributions for
purposes of sections 72 and 6047 of the Code.
Recharacterized Excess Contributions will be taxable to the
Participant for the Participant's taxable year in which the
Participant would have received them in cash.
Recharacterized Excess Contributions will be taxable to the
Participant for the Participant's taxable year in which the
Participant would have received them in cash.
Recharacterized Excess Contributions shall remain
non-forfeitable and shall continue to be treated for all
other purposes, including the limitations on distributions
of section 401(k), the deduction limitations of section 404
of the Code, the contribution limitations of section 415
of the Code and the top heavy rules of section 416 of the
Code, as Elective Deferrals, except that Recharacterized
Excess Contributions which relate to Plan Years beginning
before January 1, 1989 shall be treated as employee
contributions for purposes of section 401(k)(2) of the
Code. Recharacterized Excess Contributions shall be
allocated to the Participant's Elective Deferral Account.
4.7 Average Contribution Percentage Tests
(a) General Rule. The Average Contribution Percentage for Eligible
Participants who are Highly Compensated Employees for each Plan Year
beginning on or after January 1, 1987 and the Average Contribution
Percentage for Eligible Participants who are Non-Highly Compensated
Employees for the same Plan Year must satisfy one of the following
tests:
(1) The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Eligible
Participants who are Non-highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(2) The Average Contribution Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year shall not
exceed the Average Contribution Percentage for Eligible
Participants who are Non-highly Compensated Employees for the
Plan Year multiplied by two (2), provided that the Average
Contribution Percentage for Eligible Participants who are Highly
Compensated Employees does not exceed the Average Contribution
Percentage for Eligible Participants who are Non-highly
Compensated Employees by more than two (2) percentage points.
(b) Multiple Use Test.
(1) Effective for Plan Years beginning on or after January 1, 1989,
if one or more Highly Compensated Employees participate in both
a CODA and a plan subject to the Average Contribution Percentage
tests maintained by the Employer and the sum of the Average
Actual Deferral Percentage and Average Contribution Percentage
of those Highly Compensated Employees subject to either or both
tests exceeds the "Aggregate Limit" (as defined in (2) below),
then the Average Contribution Percentage of those Highly
Compensated Employees who also participate in a CODA will be
reduced (beginning with such Highly Compensated Employee whose
Contribution Percentage is the highest) so that the limit is not
exceeded. The amount by which each Highly Compensated
Employee's Contribution Percentage Amounts is reduced shall be
treated as an Excess Aggregate Contribution. The Average Actual
Deferral Percentage and Average Contribution Percentage of the
Highly Compensated Employees are determined after any
corrections required to meet the Average Actual Deferral
Percentage and Average Contribution Percentage tests.
Notwithstanding the foregoing, the Multiple Use limitations of
Section 4.7 (b) do not apply if the Average Actual Deferral
Percentage of Eligible Participants who are Highly Compensated
Employees does not exceed 1.25 multiplied by the Average Actual
Deferral Percentage of all other Eligible Participants and the
Average Contribution Percentage of Eligible Participants who are
Highly Compensated Employees does not exceed 1.25 multiplied by
the Average Contribution Percentage of all other Eligible
Participants.
(2) For this purpose, "Aggregate Limit" shall mean the greater of
the limit produced by (A) or (B) below:
(A) the sum of (i) one hundred twenty-five percent (125%) of
the greater of the Average Actual Deferral Percentage of
the Non-Highly Compensated Employees eligible to
participate in the CODA for the Plan Year or the Average
Contribution Percentage of the Non-Highly Compensated
Employees eligible to participate under the Plan subject
to section 401(m) of the Code for the Plan Year beginning
with or within the Plan Year of the CODA, and (ii) two (2)
plus the lesser of such Average Actual Deferral Percentage
or Average Contribution Percentage (however, this amount
shall not exceed two hundred percent (200%) of the lesser
such Average Actual Deferral Percentage or Average
Contribution Percentage).
(B) the sum of (i) one hundred twenty-five percent (125%) of
the lesser of the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees eligible to participate
in the CODA for the Plan Year or the Average Contribution
Percentage of the Non-Highly Compensated Employees eligible
to participate under the Plan subject section 401(m) of the
Code for the Plan Year beginning with or within the Plan
Year of the CODA, and (ii) two (2) plus the greater of such
Average Actual Deferral Percentage or Average Contribution
Percentage (however, this amount shall not exceed two
hundred percent (200%) of the greater of such Average
Actual Deferral Percentage or Average Contribution
Percentage).
(c) Special Rules.
(1) For purposes of this Section 4.7, the Contribution Percentage
for any Participant who is a Highly Compensated Employee and who
is eligible to have Contribution Percentage Amounts allocated
to his account under two or more Plans described in section
401(a) of the Code, or CODAs, that are maintained by the
Employer or an Affiliated Employer, shall be determined as if
the total of such Contribution Percentage Amounts was made under
each Plan. If a Highly Compensated Employee participates in two
or more CODAs that have different Plan Years, all CODAs ending
with or within the same calendar year shall be treated as a
single arrangement.
(2) In the event that this Plan satisfies the requirements of
sections 401(a)(4), 401(m) or 410(b) of the Code only if
aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such sections of the Code only
if aggregated with this Plan, then this Section shall be applied
by determining the Contribution Percentages of Participants as
if all such plans were a single plan. For Plan Years beginning
after December 31, 1989, plans may be aggregated in order to
satisfy section 401(m) of the Code only if they have the same
Plan Year.
(3) For purposes of determining the Contribution Percentage of an
Eligible Participant who is a 5-percent owner or one of the 10
most highly-paid Highly Compensated Employees, the Contribution
Percentage Amounts and Compensation of such Participant shall
include the Contribution Percentage Amounts and Compensation for
the Plan Year of Family Members. Family Members, with respect
to Highly Compensated Employees, shall be disregarded as
separate employees in determining the Average Contribution
Percentage both for Eligible Participants who are Non-Highly
Compensated Employees and for Eligible Participants who are
Highly Compensated Employees.
(4) For purposes of the Contribution Percentage tests, Voluntary
Contributions and Thrift Contributions are considered to have
been made in the Plan Year in which contributed to the Fund.
Notwithstanding anything in this Plan to the contrary, Matching
Contributions will be considered made for a Plan Year if
allocated to such year and made no later than the end of the
twelve (12) month period beginning on the day after the close
of the Plan Year.
(5) The determination and treatment of the Contribution Percentage
of any Participant shall satisfy such other requirements as may
be prescribed by the Secretary of the Treasury.
(6) The Employer shall maintain adequate records to demonstrate
compliance with the Average Contribution Percentage tests.
(d) Distribution of Excess Aggregate Contributions. Notwithstanding any
other provision of this Plan, Excess Aggregate Contributions, plus
any income and minus any loss allocable thereto, shall be forfeited,
if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to Participants to whose accounts such
Excess Aggregate Contributions were allocated for the preceding Plan
Year. [If such excess amounts are distributed more than 2-1/2 months
after the last day of the Plan Year in which such excess amounts
arose, then section 4979 of the Code imposes a ten percent (10%)
excise tax on the Employer maintaining the Plan with respect to such
amounts]. Excess Aggregate Contributions of Participants who are
subject to the Family Member aggregation rules described in Section
4.7(c)(3) shall be allocated among the Family Members in proportion
to the Thrift Contributions, Voluntary Contributions, and Matching
Contributions (or amounts treated as Matching Contributions) of each
Family Member that is combined to determine the combined Actual
Contribution Percentage.
(1) Determination of Income or Loss. The Excess Aggregate
Contributions shall be adjusted for income or loss for the Plan
Year. Unless indicated otherwise by the Committee, the income
or loss allocable to Excess Aggregate Contributions is the
income or loss allocable to the Participant's Voluntary
Contribution Account, Thrift Account and Employer Matching
Contribution Account for the Plan Year multiplied by a fraction,
the numerator of which is such Participant's Excess Aggregate
Contributions for the year and the denominator is the
Participant's account balance(s) attributable to Contribution
Percentage Amounts without regard to any income or loss
occurring during such Plan Year. If the Committee selects
another method in order to compute the income or loss, the
method selected must not violate the requirements of Code
section 401(a)(4) and must be used consistently for all Plan
participants and for all corrective distributions under the Plan
for the Plan Year.
(2) Treatment of Forfeitures. Forfeitures of Excess Aggregate
Contributions shall be allocated to Participants' Accounts or
applied to reduce Employer contributions, as elected by the
Employer in the Adoption Agreement, under Section 4.2. If
forfeitures are reallocated to the accounts of Participants
under Section 4.2, forfeitures of Excess Aggregate Contributions
shall be allocated in the same manner as Matching Contributions,
except that no such forfeitures shall be allocated to any Highly
Compensated Employee.
(3) The determination of the Excess Aggregate Contributions shall
be made after first determining the Excess Elective Deferrals
pursuant to Section 4.5, and then determining the Excess
Contributions pursuant to Section 4.6.
4.8 Non-Hardship Withdrawals
(a) If Employer Discretionary Contributions are not integrated with
Social Security and a Participant's Employer Discretionary
Contributions and Matching Contribution Accounts are 100% vested at
the time of distribution, and if permitted by the Adoption Agreement,
a Participant may make withdrawals from his Employer Discretionary
Contributions and Matching Contribution Accounts, for any reason,
after attainment of age fifty-nine and one-half (59-1/2).
(b) If permitted by the Adoption Agreement, a Participant may make
withdrawals from his Elective Deferral Account or Qualified
Nonelective Contribution Account, for any reason, after attainment
of age fifty-nine and one-half (59-1/2).
(c) A withdrawal under (a) or (b) above may be made at such time as the
Committee shall designate, but not more than quarterly during a Plan
Year provided that no single withdrawal shall be less than five
hundred dollars ($500) and a withdrawal by a Participant prior to his
separation from service may never exceed the smaller of the actual
amount contributed to the account or the adjusted value of the
account.
(d) If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal.
4.9 Distribution on Account of Financial Hardship
(a) If elected by the Employer in the Adoption Agreement, distributions
may be made from a Participant's Elective Deferral, Qualified
Nonelective Contribution Account, vested portion of the Participant's
Employer Discretionary Contribution Account, or the vested portion
of the Employer Matching Contribution Account on account of financial
hardship if the distribution is necessary in light of the immediate
and heavy financial needs of the Participant.
Effective for Plan Years beginning on or after January 1, 1989,
distributions on account of financial hardship with respect to
Elective Deferrals shall be limited to the amount of the
Participant's Elective Deferrals and income allocable to such
contributions credited to the Participant's Elective Deferral Account
as of the end of the last Plan Year ending before July 1, 1989;
neither the income allocable to Elective Deferrals credited to a
Participant's Elective Deferral Account after the end of the last
Plan Year ending before July 1, 1989 nor a Participant's Qualified
Non-elective Contribution Account shall be available for such
distributions.
(b) A distribution on account of financial hardship shall not exceed the
amount required to meet the immediate financial need created by the
hardship. With respect to the Elective Deferral Account, and the
Qualified Nonelective Contribution Account, the determination of the
existence of financial hardship, and the amount required to meet the
immediate financial need created by the hardship shall be made by the
Committee, in accordance with the criteria specified in (c) below.
With respect to the Employer Discretionary Contribution Account and
the Employer Matching Contribution Account, the determination of the
existence of financial hardship, and the amount required to meet the
immediate financial need created by the hardship shall be made by the
Committee, in accordance with the criteria specified in (d) below.
If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal on account of financial
hardship.
The Committee shall establish written procedures specifying the
requirements for distributions on account of hardship, including the
forms to be submitted. Distributions of amounts under this Section
shall be made as soon as administratively feasible.
(c) (1) Immediate and Heavy Financial Need. Hardship distributions will
be allowed only on account of:
(i) Expenses for medical care (described in section 213(d) of
the Code) incurred by the Employee, the Employee's spouse,
or any dependents of the Employee (as defined in section 152
of the Code) or necessary for these persons to obtain such care;
(ii) Purchase (excluding mortgage payments) of a principal residence
for the Employee;
(iii) Payment of tuition and related educational fees for
the next 12 months of post-secondary education for the
Employee, the Employee's spouse, children or
dependents;
(iv) The need to prevent the eviction of the Employee from his
principal residence or foreclosure on the mortgage of the
Employee's principal residence; or
(v) Such other financial need which the Commissioner of
Internal Revenue, through the publication of revenue
rulings, notices and other documents of general
applicability, deems to be immediate and heavy.
(2) Distribution Necessary to Satisfy Financial Need. A
distribution shall not be made on account of a financial need
unless all of the following requirements are satisfied:
(i) The distribution is not in excess of the amount of the
immediate and heavy financial need (including amounts
necessary to pay any federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution) of the Employee;
(ii) The Employee has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently
available under all plans maintained by the Employer;
(iii) Elective contributions and employee contributions
under this Plan and all other qualified and
nonqualified deferred compensation plans
maintained by the Employer (other than mandatory
contributions to a defined benefit plan) shall
be suspended for at least twelve (12) months
after receipt of the hardship distribution. For
this purpose, the phrase "qualified and
nonqualified deferred compensation plans"
includes stock option, stock purchase and similar
plans, and cash or deferred arrangements under
a cafeteria plan, within the meaning of Section
125 of the Code. It does not include health or
welfare benefit plans; and
(iv) The Plan, and all other plans maintained by the Employer,
provide that the Employee may not make elective
contributions for the Employee's taxable year immediately
following the taxable year of the hardship distribution in
excess of the applicable limit under section 402(g) of the
Code for such next taxable year less the amount of such
Employee's elective contributions for the taxable year of
the hardship distribution.
An Employee shall not fail to be treated as an Eligible
Participant for purposes of the Actual Deferral Percentage
tests of Section 4.6 merely because his Elective Deferrals
are suspended in accordance with this provision.
(d) Immediate and Heavy Financial Need. The determination of whether an
immediate and heavy financial need exists shall be made by the
Committee in a uniform and nondiscriminatory manner. The criteria
may include the events described in Section 4.9(c) of this plan.
(e) If a distribution is made pursuant to this Section when the
Participant has a nonforfeitable right to less than 100 percent of
his Account balance derived from contributions made by the Employer
and the Participant may increase the nonforfeitable percentage in the
account:
(1) A separate account will be established for the Participant's
interest in the Plan as of the time of the distribution, and
(2) At any relevant time the Participant's nonforfeitable portion
of the separate account will be equal to an amount ("X")
determined by the formula:
X = P(AB + (R x D)) - (R x D)
For purposes of applying the formula: P is the nonforfeitable percentage
at the relevant time, D is the amount of the distribution and R is the
ratio of the Account balance AB at the relevant time to the Account
balance after distribution.
4.10 Special Distribution Rules
Except as provided in the Adoption Agreement, Elective Deferrals,
Qualified Nonelective Contributions, Qualified Matching Contributions
and income allocable thereto are not distributable to the
Participant, or the Participant's Beneficiary, in accordance with the
Participant's or Beneficiary's election, earlier than upon separation
from service, death, or Total and Permanent Disability. Distribution
(if elected in the Adoption Agreement) upon termination of the Plan
without the establishment or maintenance of a successor plan, the
Employer's sale of substantially all of the assets of a trade or
business or the sale of the Employer's interest in a subsidiary may
only be made, after March 31, 1988, in a lump sum distribution within
the meaning of section 401(k)(10)(B) of the Code.
Unless the Plan is a Profit Sharing Plan exempt from the Automatic
Annuity rules of Section 8.2 pursuant to Section 8.3, all
distributions that may be made pursuant to one or more of the
foregoing distributable events are subject to the spousal and
Participant consent requirements contained in sections 401(a)(11) and
417 of the Code.
ARTICLE V.
CONTRIBUTIONS AND CREDITS TO TARGET BENEFIT PLANS
[All provisions regarding target benefit plan
contributions are in the Adoption Agreement
for Dreyfus Standardized Prototype Target
Benefit Plan No. 01004].
ARTICLE VI.
CONTRIBUTION AND ALLOCATION LIMITS
6.1 Timing of Contributions
Contributions under Sections 3.1, 4.1, 4.4(3), 4.4(4), 4.4(5) and 5.1
shall be made no later than the time prescribed by law (including any
extensions thereof) for filing the Employer's federal income tax return
for the Plan Year for which they are made.
6.2 Deductibility of Contributions
All contributions made by an Employer shall be conditioned upon their
deductibility by the Employer for income tax purposes; provided, however,
that no contributions shall be returned to an Employer except as provided
in Section 6.3.
6.3 Return of Employer Contributions
Notwithstanding any other provision of this Plan, contributions made by
an Employer may be returned to such Employer if:
(a) the contribution was made by reason of a mistake of fact and is
returned to the Employer within one year of the mistaken
contribution, or
(b) the contribution was conditioned upon its deductibility by the
Employer for income tax purposes, the deduction was disallowed and
the contribution is returned to the Employer within one year after
the disallowance of the deduction, or
(c) the contribution was conditioned upon initial qualification of the
Plan, the Plan was submitted to the Internal Revenue Service for a
determination as to its initial qualification within the time
prescribed by law for filing the Employer's return for the taxable
year in which the Plan was adopted or such later date as the
Secretary of the Treasury may prescribe, the Plan received an adverse
determination, and the contribution is returned to the Employer
within one year after the date of the adverse determination.
Employer contributions may be returned even if such contributions have
been allocated to a Participant's Account which is fully or partially
nonforfeitable and it is necessary to adjust said Account to reflect the
return of the Employer contributions. The amount which may be returned
to the Employer is the excess of the amount contributed over the amount
that would have been contributed had there not occurred the circumstances
causing the excess. Earnings attributable to the excess contribution may
not be returned to the Employer, but losses thereto shall reduce the
amount to be so returned. Furthermore, if the withdrawal of the amount
attributable to the excess contribution would cause the balance of the
individual Account of any Participant to be reduced to less than the
balance which would have been in the Account had the excess amount not
been contributed, then the amount to be returned to the Employer shall be
limited to avoid such reduction.
6.4 Limitation on Allocations:
(a) If the Participant does not participate in, and has never
participated in another qualified plan or a welfare benefit fund, as
defined in section 419(e) of the Code, maintained by the Employer,
or an individual medical benefit account, as defined in section
415(l)(2) of the Code, maintained by the Employer, or a simplified
employee pension, as defined in section 408(k) of the Code,
maintained by the Employer which provides an Annual Addition, the
amount of Annual Additions which may be credited to the Participant's
Accounts for any Limitation Year will not exceed the lesser of the
Maximum Permissible Amount or any other limitation contained in this
Plan. If the Employer contribution that would otherwise be
contributed or allocated to the Participant's Accounts would cause
the Annual Additions for the Limitation Year to exceed the Maximum
Permissible Amount, the amount contributed or allocated will be
reduced so that the Annual Additions for the Limitation Year will
equal the Maximum Permissible Amount.
(b) Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Maximum Permissible Amount may be
determined on the basis of the Participant's estimated annual
compensation for such Limitation Year. Such estimated annual
compensation shall be determined on a reasonable basis and shall be
uniformly determined for all Participants similarly situated.
(c) As soon as administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for such Limitation Year shall
be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(d) If, pursuant to Subsection (c) above or as a result of the allocation
of forfeitures, there is an Excess Amount with respect to a
Participant for a Limitation Year, such Excess Amount shall be
disposed of as follows:
(1) First, any deferrals made pursuant to a salary reduction
agreement or other deferral mechanism and Thrift/Voluntary
Employee contributions, to the extent that the return would
reduce the Excess Amount, shall be returned to the Participant.
(2) Unless otherwise specified in the Adoption Agreement, if after
the application of paragraph (1) an Excess Amount still exists,
and the Participant is covered by the Plan at the end of the
Limitation Year, the Excess Amount in the Participant's Accounts
will be used to reduce Employer contributions (including any
allocation of forfeitures) for such Participant in the next
Limitation Year, and each succeeding Limitation Year if
necessary.
(3) If after the application of paragraph (1) an Excess Amount still
exists, and the Participant is not covered by the Plan at the
end of the Limitation Year, the Excess Amount will be held
unallocated in a suspense account. The suspense account will
be applied to reduce future Employer contributions (including
allocation of any forfeitures) for all remaining Participants
in the next Limitation Year, and each succeeding Limitation Year
if necessary;
(4) If a suspense account is in existence at any time during the
Limitation Year pursuant to this Section, it will not
participate in the allocation of the Trust's investment gains
and losses. If a suspense account is in existence at any time
during a particular Limitation Year, all amounts in the suspense
account must be allocated and reallocated to Participants'
Accounts before any Employer or any employee contributions may
be made to the Plan for that Limitation Year. Excess Amounts
may not be distributed to Participants or former Participants.
(e) Subsections (e), (f), (g), (h), (i) and (j) apply if, in addition to
this Plan, the Participant is covered under another qualified master
or prototype defined contribution plan maintained by the Employer or
a welfare benefit fund, as defined in section 419(e) of the Code,
maintained by the Employer or an individual medical benefit account,
as defined in section 415(l)(2) of the Code, maintained by the
Employer, or a simplified employee pension maintained by the Employer
which provides an Annual Addition, during any Limitation Year. The
Annual Additions which may be credited to a Participant's Accounts
under this Plan for any such Limitation Year will not exceed the
Maximum Permissible Amount reduced by the Annual Additions credited
to a Participant's account under the other qualified master or
prototype defined contribution plans, welfare benefit funds,
individual medical accounts, and simplified employee pensions for the
same Limitation Year. If the Annual Additions with respect to the
Participant under other qualified master or prototype defined
contribution plans, welfare benefit funds, individual medical
accounts, and simplified employee pensions maintained by the Employer
are less than the Maximum Permissible Amount and the Employer
contribution that would otherwise be contributed or allocated to the
Participant's Accounts under this Plan would cause the Annual
Additions for the Limitation Year to exceed this limitation, the
amount contributed or allocated will be reduced so that the Annual
Additions under such plans and welfare benefit funds for the
Limitation Year will equal the Maximum Permissible Amount. If the
Annual Additions with respect to the Participant under such other
qualified master or prototype defined contribution plans, and welfare
benefit funds, individual medical accounts, and simplified employee
pensions in the aggregate are equal to or greater than the Maximum
Permissible Amount, no amount will be contributed or allocated to the
Participant's Accounts under this Plan for the Limitation Year.
(f) Prior to determining the Participant's actual Compensation for the
Limitation Year, the Employer may determine the Maximum Permissible
Amount based on the Participant's estimated annual compensation in
the manner described in Subsection (b).
(g) As soon as administratively feasible after the end of the Limitation
Year, the Maximum Permissible Amount for such Limitation Year shall
be determined on the basis of the Participant's actual Compensation
for such Limitation Year.
(h) If pursuant to Subsection (g) above or as a result of the allocation
of forfeitures, a Participant's Annual Additions under this Plan and
all such other plans result in an Excess Amount for a Limitation
Year, the Excess Amount will be deemed to consist of the Annual
Additions last allocated, except that Annual Additions attributable
to a simplified employee pension will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit
fund or individual medical account, regardless of the actual
allocation date.
(i) If an Excess Amount was allocated to a Participant on an allocation
date of this Plan which coincides with an allocation date of another
plan, the Excess Amount attributed to this Plan will be the product
of:
(1) the total Excess Amount allocated as of such date, times,
(2) the ratio of (A) the Annual Additions allocated to the
Participant for the Limitation Year as of such date under this
Plan, to (B) the total Annual Additions allocated to the
Participant for the Limitation Year as of such date under this
Plan and all other qualified Master and Prototype defined
contribution plans.
(j) Any Excess Amounts attributed to this Plan shall be disposed of as
provided in Subsection (d).
(k) If the Participant is covered under another qualified defined
contribution plan maintained by the Employer which is not a Master
or Prototype plan, Annual Additions which may be credited to the
Participant's Accounts under this Plan for any Limitation Year will
be limited in accordance with Subsections (e), (f), (g), (h), (i) and
(j) as though the other plan were a Master or Prototype plan unless
the Employer provides other limitations in the Adoption Agreement.
(l) If the Employer maintains, or at any time maintained, a qualified
defined benefit plan (other than the Sponsor's paired plan number
02001, covering any Participant in this Plan, the sum of the
Participant's Defined Benefit Fraction and Defined Contribution
Fraction will not exceed one (1.0) in any Limitation Year. Unless
the Employer elects otherwise in the Adoption Agreement, this
limitation will be met by freezing or reducing the rate of benefit
accrual under the qualified defined benefit plan.
(m) For purposes of this Section 6.4, the following definitions shall
apply:
(1) "Annual Additions" shall mean the sum of the following credited
to a Participant's account for the Limitation Year:
(A) All Employer contributions,
(B) All forfeitures, and
(C) All Employee contributions.
All excess deferrals as described in section 402(g) of the Code,
all excess contributions as defined in section 401(k)(8)(B) of
the Code, (including amounts recharacterized), and all excess
aggregate contributions as defined in section 401(m)(6)(B) of
the Code, regardless of whether such amounts are distributed or
forfeited, shall continue to be treated as Annual Additions.
For purposes of the above, amounts reapplied to reduce Employer
contributions under Subsections (d) and (j) shall also be
included as Annual Additions.
Amounts allocated, after March 31, 1984, to an individual
medical benefit account, as defined in section 415(l)(2) of the
Code, which is part of a pension or annuity plan maintained by
the Employer, are treated as Annual Additions to a defined
contribution plan. Also, amounts derived from contributions
paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a Key
Employee, as defined in section 419A(d)(3) of the Code, under
a welfare benefit fund, as defined in section 419(e) of the
Code, maintained by the Employer, are treated as Annual
Additions to a defined contribution plan, and allocations under
a simplified employee pension.
(2) Unless specified otherwise in the Adoption Agreement, for purposes
of this Section, Compensation shall have the same meaning as
described in Section 1.15 of the Plan. One of the following
definitions of Compensation may be elected by the employer in the
Adoption Agreement.
(1) Information required to be reported under section 6041,
6051, and 6052, (Wages, Tips and Other Compensation Box on
Form W-2). Compensation defined as wages as defined in
section 3401(a) and all other payments of compensation to
an 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
section 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
the services performed (such as the exception for
agricultural labor in section 3401(a)(2)).
(2) Section 3401(a) wages. Compensation is defined as wages
within the meaning of section 3401(a) for the 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).
(3) 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 int he course of employment with the employer
maintaining the plan to the extent that the amounts are
includable in gross income (including, but not limited to,
commissions paid salesmen, compensation for services on the
basis of percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a
nonaccountable plan (as described in 1.62-2(c)), and
excluding the following:
(a) Employer contributions to a plan of deferred
compensation which are not includable in the
employee's gross income for the taxable year in which
contributed, or employer contributions under a
simplified employee pension plan to the extent such
contributions are deductible by the employee, or any
distributions from a plan of deferred compensation;
(b) Amounts realized from the exercise of a non-qualified
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 received special tax benefits, 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).
For any self-employed individual compensation will mean
earned income.
For limitation years beginning after December 31, 1991, for
purposes of applying the limitations of this article,
compensation for a limitation year is the compensation actually
paid or made available during such limitation year.
Notwithstanding the preceding sentence, compensation for a
participant in a defined contribution plan who is permanently
and totally disabled (as defined in section 22(e)(3) of the
Internal Revenue Code) is the compensation such participant
would have received for the limitation year if the participant
had been paid at the rate of compensation paid immediately
before becoming permanently and totally disabled; such imputed
compensation for the disabled participant may be taken into
account only if the participant is not a highly compensated
employee (as defined in section 414(q) of the Code) and
contributions made on behalf of such participant are
nonforfeitable when made.
(3) "Defined Benefit Fraction" shall mean a fraction, the
numerator of which is the sum of the Participant's
Projected Annual Benefits under all the defined benefit
plans (whether or not terminated) maintained by the
Employer, and the denominator of which is the lesser of one
hundred twenty-five percent (125%) of the dollar limitation
determined for the Limitation Year under sections 415(b)
and (d) of the Code or one hundred forty percent (140%) of
the Highest Average Compensation (which shall mean the
average compensation for the three consecutive years of
Service with the Employer that produces the highest
average), including any adjustments under section 415(b)
of the Code. A year of Service with the Employer is the
twelve (12) consecutive month period defined in Section
1.54 of the Plan.
Notwithstanding the above, if the Participant was a Participant
as of the first day of the first Limitation Year beginning after
December 31, 1986, in one or more defined benefit plans
maintained by the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be less than one
hundred twenty five percent (125%) of the sum of the annual
benefits under such plans which the Participant had accrued as
of the close of the last Limitation Year beginning before
January 1, 1987, disregarding any changes in the terms and
conditions of the Plan after May 5, 1986. The preceding
sentence applies only if the defined benefit plans individually
and in the aggregate satisfied the requirements of section 415
of the Code for all Limitation Years beginning before January
1, 1987.
(4) "Defined Contribution Fraction" shall mean a fraction, the
numerator of which is the sum of the Annual Additions to
the Participant's Account under all the defined
contribution plans (whether or not terminated) maintained
by the Employer for the current and all prior Limitation
Years (including the Annual Additions attributable to the
Participant's nondeductible Voluntary Contributions to all
defined benefit plans, whether or not terminated,
maintained by the Employer and the Annual Additions
attributable to all welfare benefit funds, as defined in
section 419(e) of the Code, and individual medical benefit
accounts as defined in section 415(l)(2) of the Code, and
simplified employee pensions, maintained by the Employer)
and the denominator of which is the sum of the Maximum
Aggregate Amounts for the current and all prior Limitation
Years of Service with the Employer (regardless of whether
a defined contribution plan was maintained by the
Employer). The Maximum Aggregate Amount in any Limitation
Year is the lesser of one hundred twenty-five percent
(125%) of the dollar limitation in effect under section
415(c)(1)(A) of the Code or thirty-five percent (35%) of
the Participant's Compensation for such year.
If the Employee was a Participant as of the end of the first day
of the first Limitation Year beginning after December 31, 1986,
in one or more defined contribution plans maintained by the
Employer which were in existence on May 6, 1986, the numerator
of this fraction will be adjusted if the sum of this fraction
and the Defined Benefit Fraction would otherwise exceed one
(1.0) under the terms of this Plan. Under the adjustment, an
amount equal to the product of (A) the excess of the sum of the
fractions over one (1.0) times (B) the denominator of this
fraction, will be permanently subtracted from the numerator of
this fraction. The adjustment is calculated as of the end of
the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan
made after May 5, 1986, but using the section 415 limitation
applicable to the first Limitation Year beginning on or after
January 1, 1987.
The Annual Additions for any Limitation Year beginning before
January 1, 1987 shall not be recomputed to treat all Employee
contributions as Annual Additions.
(5) "Employer" shall mean the Employer that adopts this Plan and all
members of a controlled group of corporations (as defined in
section 414(b) of the Code and as modified by section 415(h) of
the Code) which includes the Employer; any trade or business
(whether or not incorporated) which is under common control (as
defined in section 414(c) and as modified by section 415(h) of
the Code) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group
(as defined in section 414(m)); and any other entity required
to be aggregated with the Employer under Section 414(o) ofthe
Code.
(6) "Excess Amount" shall mean the excess of the Participant's
Annual Additions for the Limitation Year over the Maximum
Permissible Amount.
(7) "Limitation Year" shall mean the calendar year, unless another
twelve (12) consecutive month period is elected in the Adoption
Agreement. All qualified plans maintained by the Employer must
use the same Limitation Year. If the Limitation Year is changed
by amendment, the new Limitation Year must begin on a date
within the Limitation Year in which the amendment is made.
(8) "Master or Prototype Plan" shall mean a plan the form of which
is the subject of a favorable opinion letter from the Internal
Revenue Service.
(9) "Maximum Permissible Amount" shall mean the lesser of:
(A) thirty-thousand dollars ($30,000) (or, if greater,
one-fourth (1/4th) of the defined benefit dollar limitation
set forth in section 415(b)(1) of the Code as in effect for
the Limitation Year), or
(B) twenty-five percent (25%) of the Participant's Compensation
for the Limitation Year.
The compensation limitation referred to in paragraph (B) above
shall not apply to any contribution for medical benefits (within
the meaning of section 401(h) or section 419A(f)(2) of the Code)
which is otherwise treated as an Annual Addition under section
415(l)(1) or 419A(d)(2) of the Code.
If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different twelve (12)
consecutive month period, the Maximum Permissible Amount will
not exceed the defined contribution dollar limitation set forth
in paragraph (A) above multiplied by the following fraction:
Number of Months in the Short Limitation Year
12
(10) "Projected Annual Benefit" shall mean the annual retirement
benefit (adjusted to an actuarial equivalent straight life
annuity if such benefit is expressed in a form other than a
straight life annuity or Qualified Joint and Survivor Annuity)
to which the Participant would be entitled under the terms of
the Plan assuming:
(A) The Participant will continue employment until the Normal
Retirement Date under the Plan (or current date, if later)
and
(B) the Participant's Compensation for the current Limitation
Year and all other relevant factors used to determine
benefits under the Plan will remain constant for all future
Limitation Years.
6.5 Separate Accounts
The Committee shall maintain the following separate Accounts, as are
applicable, with respect to each Participant:
(a) a Regular Account (as described in Article III),
(b) an Elective Deferral Account (as described in Article IV),
(c) a Qualified Nonelective Contribution Account (as described in Article
IV),
(d) a Thrift Account (as described in Article IV),
(e) a Matching Contribution Account (as described in Article IV),
(f) a Voluntary Account (as described in Article X),
(g) a Voluntary Tax-Deductible Account (as described in Article X),
(h) a Rollover Account (as described in Article X),
(i) an Employer Discretionary Contribution Account (as described in
Article IV), and
(j) a Transfer Account (as described in Article X).
Each such Account shall be credited with the applicable contributions,
forfeitures, earnings losses, expenses, and distributions. The
maintenance of separate Accounts is only for accounting purposes and a
segregation of the Trust Fund to each Account shall not be required.
6.6 Valuation
(a) Except as otherwise provided in subsection (b) below, or as directed
by the Committee subject to approval by the Trustee, the assets of
the Trust Fund shall be valued at their current fair market value as
of each Valuation Date, and the earnings and losses of the Trust Fund
since the immediately preceding Valuation Date shall be allocated to
the separate Accounts of all Participants and former Participants
under the Plan in the ratio that the fair market value of each such
Account as of the immediately preceding Valuation Date, reduced by
any distributions or withdrawals therefrom since such preceding
Valuation Date, bears to the total fair market value of all separate
Accounts as of the immediately preceding Valuation Date, reduced by
any distributions or withdrawals therefrom since such preceding
Valuation Date; provided, however, that if Participant-directed
investments have been elected in the Adoption Agreement, the earnings
and losses of each separate Account shall be allocated solely to such
Account.
Notwithstanding any other provision of the Plan, the Committee may,
in its sole discretion, on any date other than the last day of the
Plan Year, determine the value of an Account. If such a
determination is made, the date of such determination shall be
considered to be a Valuation Date.
(b) If the plan is an Easy Retirement Plan, the dividends, capital gain
distributions, and other earnings or losses received on any share or
unit of a regulated investment company or collective investment fund,
or on any other investment, that is specifically credited to a
Participant's separate Accounts under the Plan and/or held under the
Custodial Agreement shall be allocated to such separate Accounts and,
in the absence of investment directions to the contrary, immediately
reinvested, to the extent practicable, in additional shares or units
of such regulated investment company or collective investment fund,
or in such other investments.
6.7 Segregation of Former Participant's Account
The Committee may segregate any portion of a former Participant's account
balance which is retained in the Fund after his death or separation from
service in an interest-bearing account and debited or credited only with
income and charges attributable directly.
ARTICLE VII.
VESTING
7.1 Vested Interest
Each Participant shall at all times have a fully vested interest in his
Elective Deferral Account, Qualified Nonelective Account, Voluntary
Account, Voluntary Tax-Deductible Account and Thrift Account. Each
Participant's Regular Account, Employer Discretionary Contribution
Account, and Employer Matching Contribution Account shall vest in
accordance with the vesting schedule elected in the Adoption Agreement.
If a Participant is not already fully vested in his Regular Account,
Employer Discretionary Contribution Account, and Employer Matching
Contributions Account, he shall become so upon reaching Normal Retirement
Age or Early Retirement Age, or upon his death or Total and Permanent
Disability.
7.2 Vesting of a Participant
Except in the case of Plans subject to full and immediate vesting, a
Participant's vested amount shall be calculated by multiplying his Regular
Account balance, Employer Discretionary Contribution Account balance, and
Employer Matching Contribution Account balance, if any, as determined on
the Valuation Date following his termination of employment by his vested
interest as determined under Section 7.1.
In order to determine the vested interest of a Participant after a Service
Break, the following rules shall apply:
(a) Subject to (b) below, a former Participant who had a nonforfeitable
right to all or a portion of the account balance derived from
Employer contributions at the time of the Participant's termination
will receive credit for all years of Service prior to a Service Break
if the Participant completes a year of Service after returning to the
employ of the Employer.
(b) In the case of a Participant who have five (5) or more consecutive
one (1) year Service Breaks, all Service after such Service Breaks
will be disregarded for the purpose of vesting the Employer-derived
account balance that accrued before such Service Breaks. Such
Participants' pre-Service Break Service will count in vesting the
post-Service Break Employer-derived account balance only if (1) such
Participant has any nonforfeitable interest in the account balance
attributable to Employer contributions at the time of separation from
service, or (2) upon returning to service the number of consecutive
one (1) year Service Breaks is less than the number of years of
Service. Separate accounts will be maintained for the Participant's
pre-Service Break and post-Service Break Employer-derived account
balance. Both accounts will share in the earnings and losses of the
Fund.
7.3 Amendment of Vesting Provisions
No amendment to the vesting provisions pursuant to Section 7.1 shall
deprive a Participant of his nonforfeitable rights to benefits accrued to
the date of the amendment. Further, if the vesting provisions of the
Plan are amended, or the Plan is amended in any way that directly or
indirectly affects computation of a Participant's nonforfeitable
percentage or if the Plan is deemed amended by an automatic change to or
from a top-heavy vesting schedule, each Participant with at least three
(3) years of Service may elect, within a reasonable period after the
adoption of the amendment, to have his nonforfeitable percentage computed
under the Plan without regard to such amendment. For Participants who do
not have at least one Hour of Service in any Plan Year beginning on or
after January 1, 1989, the preceding sentence shall be applied by
substituting "five (5) years of Service" for "three (3) years of Service."
The period during which the election may be made shall commence with the
date the amendment is adopted and shall end on the later of (1) sixty (60)
days after the amendment is adopted; (2) sixty (60) days after the
amendment becomes effective; or (3) sixty (60) days after the Participant
is issued written notice of the amendment by the Employer or Committee.
7.4 Forfeitures
(a) If a Participant terminates employment with the Employer and the
value of the Participant's vested account balance derived from
Employer and Employee contributions (other than accumulated
deductible employee contributions) is not greater than $3,500, the
Employee shall receive a distribution of the value of the entire
vested portion of such account balance, and the nonvested portion
will be treated as a forfeiture. For purposes of this Section 7.4,
if the value of a Participant's vested account balance is zero, the
Participant shall be deemed to have received a distribution of such
vested account balance. A Participant's vested account balance shall
not include Voluntary Tax-Deductible Contributions for Plan Years
beginning before January 1, 1989.
(b) If a Participant terminates employment with the Employer, and elects
(with his or her spouse's consent) in accordance with Article VIII
to receive the value of his or her vested account balance, the
nonvested portion will be treated as a forfeiture. If the
Participant elects to have distributed less than the entire vested
portion of the account balance derived from Employer contributions,
the part of the nonvested portion that will be treated as a
forfeiture is the total nonvested portion multiplied by a fraction,
the numerator of which is the amount of the distribution attributable
to Employer contributions and the denominator of which is the total
value of the vested Employer derived account balance.
(c) If a Participant terminates employment with the Employer but does not
receive a distribution described in (a) or (b) above, the non-vested
portion of his account balance will be treated as a forfeiture upon
the occurrence of a Service Break of five (5) consecutive years.
(d) If a Participant who receives a distribution pursuant to this Section
7.4 resumes employment, the Participant's Employer-derived account
balance will be restored to the amount on the date of distribution
if the Participant repays to the Plan the full amount of the
distribution attributable to Employer contributions before the
earlier of (i) five (5) years after the Participant's Re-Employment
Commencement Date or (ii) the date the Participant incurs five (5)
consecutive one (1) year Service Breaks following the date of
distribution. If a Participant is deemed to receive a distribution
pursuant to this Section, and the Participant resumes employment
covered under this Plan before the date the Participant incurs five
(5) consecutive one year Service Breaks, upon the reemployment of
such Participant, the Employer-derived account balance of the
Participant will be restored to the amount on the date of such deemed
distribution.
ARTICLE VIII.
BENEFITS ON RETIREMENT AND SEPARATION FROM SERVICE
8.1 Commencement of Benefits
(a) Any Participant who terminates employment with the Employer for any
reason (including Total and Permanent Disability as defined in
Section 1.61 of the Plan) shall be entitled to receive the value of
the vested portion of his Accounts (determined as of the Valuation
Date coincident with or immediately subsequent to his termination
with employment) as soon as administratively feasible after the date
of his termination of employment. If the value of the Employee's
vested account balance derived from Employer and Employee
contributions (excluding, for Plan Years beginning before January 1,
1989, accumulated Voluntary Tax-Deductible Contributions) is greater
than (or at the time of any prior distribution was greater than)
$3,500, then no such amount shall be distributed prior to Normal
Retirement Age (or age sixty-two (62), if later) unless the
Participant consents to the distribution. If the Plan is subject to
the Automatic Annuity rules of Section 8.2, then the consent of the
Participant's spouse shall also be required to a distribution in any
form other than a Qualified Joint and Survivor Annuity (as defined
in Section 8.2).
In the case of the Dreyfus Easy Retirement Plans (Plan Numbers 01005,
and 01006), Participants who attain the Plan's Normal Retirement Age
shall be entitled to receive the value of the vested portion of their
Accounts. With respect to the Dreyfus standardized and non-
standardized prototype profit-sharing plans (Plan Numbers 01002 and
01003) if permitted under the Adoption Agreement, Participants who
attain the Plan's Normal Retirement Age shall be entitled to receive
the value of the vested portion of their Accounts.
The Committee shall provide the Participant with a written
explanation of the material features and relative values of the
optional forms of benefit available under the Plan. Such notice
shall also notify the Participant of the right to defer distribution
until a future date specified by the Participant (not permitted in
the case of the Dreyfus Easy Retirement Plans -- Plan Numbers 01005
and 01006) or until Normal Retirement Age (or age sixty-two (62), if
later), and if the Plan is subject to the Automatic Annuity Rules of
Section 8.2, shall be provided during the period beginning ninety
(90) days before and ending thirty (30) days before the Annuity
Starting Date.
(b) If the value of the Participant's vested account balance derived from
Employer and Employee contributions (excluding, for Plan Years
beginning before January 1, 1989, accumulated Voluntary
Tax-Deductible Contributions) is not greater than $3,500, the
Employee shall receive a distribution of the value of the entire
vested portion of such account balance. However, no such
distribution shall be made after the Annuity Starting Date unless the
Participant and his or her spouse (or the Participant's surviving
spouse) consent in writing to such distribution.
(c) Unless the Participant elects otherwise, distribution of benefits
shall commence no later than the sixtieth (60th) day after the close
of the Plan Year in which the latest of the following events occurs:
(i) the Participant reaches his Normal Retirement Age (or age
sixty-five (65), if earlier),
(ii) the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan, or
(iii) the Participant terminates employment with the Employer.
The failure of a Participant or surviving spouse to consent to a
distribution shall be deemed to be an election to defer commencement
of benefit distributions sufficient to satisfy this Section.
(d) Neither the consent of the Participant nor the Participant's spouse
shall be required to the extent a distribution is necessary to
satisfy section 401(a)(9) or section 415 of the Code.
(e) This Article applies to distribution made on or after January 1,
1993. Notwithstanding any provision of the plan to the contrary that
would otherwise limit a distributee's election under this Article,
a distributee may elect, at the time and in the manner prescribed by
the Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover.
Definitions:
(i) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of
the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation
with respect to employer securities).
(ii) Eligible retirement plan: An eligible retirement plan is
an individual retirement account described in section
408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan
described in section 402(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that accepts
the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(iii) Distributee: A distributee includes an Employee or
former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's
or former Employee's spouse or former spouse who is
the alternate payee under a qualified domestic
relations order as defined in section 414(p) of the
Code, are distributees with regard to the interest of
the spouse or former spouse.
(iv) Direct rollover: A direct rollover is a payment by the
Plan to the eligible retirement plan specified by the
distributee.
8.2 Automatic Annuity Requirements
The provisions of Section 8.2 through 8.4 shall take precedence over any
conflicting provisions in this Plan.
(a) Applicability of Automatic Annuity Requirements.
Except as provided in Section 8.3 with respect to certain Profit
Sharing Plans, the provisions of this Section shall apply to any
Participant who is credited with at least one (1) Hour of Service
with the Employer on or after August 23, 1984, and such other
Participants as provided in Section 8.4.
Qualified Joint and Survivor Annuity. Unless an optional form of
benefit is selected pursuant to a Qualified Election within the
ninety (90) day period ending on the Annuity Starting Date, a married
Participant's Vested Account Balance shall be paid in the form of a
Qualified Joint and Survivor Annuity and an unmarried Participant's
Vested Account Balance will be paid in the form of a life annuity.
The Participant may elect to have such annuity distributed upon
attainment of the Earliest Retirement Age.
Qualified Pre-Retirement Survivor Annuity. Unless an optional form
of benefit has been selected within the Election Period pursuant to
a Qualified Election, if a Participant dies before the Annuity
Starting Date then the Participant's Vested Account Balance shall be
paid in the form of a Qualified Pre-Retirement Survivor Annuity. The
Surviving Spouse may elect to elect to have such annuity distributed
within a reasonable period after the Participant's death.
Definitions. For purposes of this Section 8.2, the following words
shall have the following meanings:
(i) "Earliest Retirement Age" shall mean the earliest date on which,
under the Plan, the Participant could elect to receive
retirement benefits.
(ii) "Election Period" shall mean the period which begins on the
first day of the Plan Year in which the Participant attains age
thirty-five (35) and ends on the date of the Participant's
death. If a Participant separates from service prior to the
first day of the Plan Year in which age thirty-five (35) is
attained, with respect to benefits accrued prior to separation,
the Election Period shall begin on the date of separation.
A Participant who will not yet attain age thirty-five (35) as
of the end of any current Plan Year may make a special Qualified
Election to waive the Qualified Pre-Retirement Survivor Annuity
for the period beginning on the date of such election and ending
on the first day of the plan year in which the Participant will
attain age thirty-five (35). Such election shall not be valid
unless the Participant receives a written explanation of the
Qualified Pre-Retirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 8.2(b).
Qualified Pre-Retirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year
in which the Participant attains age thirty-five (35). Any new
waiver on or after such date shall be subject to the full
requirements of this Section 8.2.
(iii) "Qualified Election" shall mean a Participant's waiver of
a Qualified Joint and Survivor Annuity or a Qualified
Pre-Retirement Survivor Annuity. Any such waiver must be
consented to in writing by the Participant's Spouse. The
Spouse's consent must: designate a specific Beneficiary
(including any class of Beneficiaries or any contingent
Beneficiaries, which may not be changed without spousal
consent) or expressly permits designations by the
Participant without any further spousal consent;
acknowledge the effect of the election; and be witnessed
by a member of the Committee or a Notary Public.
Additionally, a Participant's waiver of the Qualified Joint
and Survivor Annuity shall not be effective unless the
election designates a form of benefit payment which may not
be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further
spousal consent). Notwithstanding this consent
requirement, if the Participant establishes to the
satisfaction of a member of the Committee that there is no
Spouse or the Spouse cannot be located, a waiver will be
deemed a Qualified Election. Any spousal consent (or
deemed spousal consent) obtained under this provision will
be valid only with respect to such Spouse. A consent that
permits designations by the Participant without further
consent by such Spouse must acknowledge that the Spouse has
the right to limit consent to a specific Beneficiary and,
where applicable, a specific form of benefit, and that the
Spouse voluntarily elects to relinquish either or both of
such rights. A revocation of a prior waiver may be made
by a Participant without the consent of the Spouse at any
time before the commencement of benefits. The number of
revocations shall not be limited. No consent obtained
under this provision shall be valid unless the Participant
has received notice as provided in paragraph (b) below.
(iv) "Qualified Joint and Survivor Annuity" shall mean an immediate
annuity for the life of the Participant with a survivor annuity
for the life of the Spouse which is fifty percent (50%) of the
amount of the annuity which is payable during the joint lives
of the Participant and the Spouse and which is the amount of
benefit which can be purchased with the Participant's Vested
Account Balance.
(v) "Qualified Pre-Retirement Survivor Annuity" shall mean an
annuity for the life of the Participant's surviving spouse
purchased with the Participant's Vested Account Balance.
(vi) "Spouse (Surviving Spouse)" shall mean the Spouse or Surviving
Spouse of the Participant, provided that former spouse will be
treated as the Spouse or Surviving Spouse to the extent provided
under a qualified domestic relations order as described in
section 414(p) of the Code.
(vii) "Vested Account Balance" shall mean the aggregate value of
the Participant's vested account balance derived from
employer and employee contributions (including rollovers),
whether vested before or upon death, including the proceeds
of insurance contracts, if any, on the Participant's life.
The provisions of this Section 8.2 shall apply to a
Participant who is vested in amounts attributable to
employer contributions, employee contributions (or both)
at the time of death or distribution.
(b) Notice Requirements
Qualified Joint and Survivor Annuity. In the case of a Qualified
Joint and Survivor Annuity as described above, the Committee shall
provide each Participant within the period beginning ninety (90) days
before and ending thirty (30) days before the Annuity Starting Date
a written explanation of: (i) the terms and conditions of a
Qualified Joint and Survivor Annuity; (ii) the Participant's right
to make and the effect of an election to waive the Qualified Joint
and Survivor Annuity form of benefit; (iii) the rights of a
Participant's Spouse; (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified Joint and
Survivor Annuity; and (v) the right, if any, to defer the
commencement of benefits.
Qualified Pre-Retirement Survivor Annuity. In the case of a
Qualified Pre-Retirement Survivor Annuity as described above, the
Committee shall provide each Participant with a written explanation
of the Qualified Pre-Retirement Survivor Annuity in such terms and
in such manner as would be comparable to the explanation provided for
meeting the requirements applicable to explaining a Qualified Joint
and Survivor Annuity within whichever of the following periods ends
last:
(i) The period beginning on the first day of the Plan Year in which
the Participant attains age thirty-two (32) and ending with the
close of the Plan Year preceding the Plan Year in which the
Participant attains age thirty-five (35).
(ii) A reasonable period ending after a Participant enters the Plan.
(iii)A reasonable period ending after Section 8.3 ceases to
apply to a Profit Sharing Plan.
(iv) A reasonable period after Section 8.2 first applies to a
Participant.
Notwithstanding the foregoing, notice must be provided within a
reasonable period ending after termination of employment in the case
of a Participant who terminates employment before attaining age 35.
For purposes of applying the preceding paragraph, a reasonable period
ending after the enumerated events described in (ii), (iii), and (iv)
is the end of the two-year period beginning one year prior to the
date the applicable event occurs, and ending one year after that
date. In the case of a Participant who terminates employment before
the Plan Year in which age thirty-five (35) is attained, notice shall
be provided within the two-year period beginning one year prior to
termination and ending one year after termination. If such a
Participant thereafter returns to employment with the Employer, the
applicable period for such Participant shall be redetermined.
If a distribution is one to which sections 401(a)(11) and 417 of the
Code do not apply, such distribution may commence less than 30 days
after the notice required under section 1.411(a)-11(c) of the Income
Tax Regulations in given, provided that:
(1) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and
(2) the participant, after receiving the notice,affirmatively
elects a distribution.
8.3 Profit Sharing Plans: Exception from Automatic Annuity Requirements
Unless otherwise specified in the Adoption Agreement, the provisions of
Sections 8.2 and 8.4 shall be inoperative in the case of a Profit Sharing
Plan if the following two (2) conditions are met: (1) the Participant
cannot or does not elect payments in the form of a life annuity, and (2)
on the death of the Participant, the Participant's Vested Account Balance
(as defined in Section 8.2) will be paid to the Participant's Surviving
Spouse (as defined in Section 8.2), but if there is no Surviving Spouse,
or, if the Surviving Spouse has already consented in a manner conforming
to a Qualified Election to a waiver of a Qualified Pre-Retirement Survivor
Annuity (under Section 8.2), then to the Participant's Beneficiary.
However, the foregoing shall not be operative with respect to a
Participant if it is determined that this Profit Sharing Plan is a direct
or indirect transferee of a defined benefit plan, money purchase pension
plan (including a target benefit plan), stock bonus, or profit-sharing
plan which is subject to the survivor annuity requirements of sections
401(a)(11) and 417 of the Code.
8.4 Transitional Rules Applicable to Joint and Survivor Annuities
(a) Any living Participant not receiving benefits on August 23, 1984, who
would otherwise not receive the benefits prescribed by Section 8.2
must be give the opportunity to elect to have Section 8.2 apply if
such Participant is credited with at least one (1) Hour of Service
under this Plan or a predecessor plan in a Plan Year beginning on or
after January 1, 1976, and such Participant had at least ten (10)
years of Service when he or she terminated employment.
(b) Any living Participant not receiving benefits on August 23, 1984, who
was credited with at least one (1) Hour of Service under this Plan
or a predecessor Plan on or after September 2, 1974, and who is not
otherwise credited with any Service in a Plan Year beginning on or
after January 1, 1976, must be given the opportunity to have his or
her benefits paid in the manner set forth in paragraph (d) below.
(c) The respective opportunities to elect (as described in paragraphs (a)
and (b) above) must be afforded to the appropriate Participants
during the period commencing on August 23, 1984, and ending on the
date benefits would otherwise commence to said Participants.
(d) Any Participant who has elected pursuant to paragraph (b) above and
any Participant who does not elect under paragraph (a) above or who
meets the requirements of paragraph (a) except that such Participant
does not have at least ten (10) Years of Service when he or she
terminates employment, shall have his or her benefits distributed in
accordance with all of the following requirements if benefits would
have been payable in the form of a life annuity:
(1) Qualified Joint and Survivor Annuity. If benefits in the form
of a life annuity become payable to a married Participant who:
(i) Begins to receive payments under the Plan on or after his
Normal Retirement Age; or
(ii) Dies on or after his Normal Retirement Age while still
working for the Employer; or
(iii)Begins to receive payments on or after the Qualified Early
Retirement Age; or
(iv) Separates from service on or after attaining his Normal
Retirement Age (or the Qualified Early Retirement Age) and
after satisfying the eligibility requirements for the
payment of benefits under the Plan and thereafter dies
before beginning to receive such benefits;
then such benefits shall be received under this Plan in the form
of a Qualified Joint and Survivor Annuity, unless the
Participant, with the consent of his or her Spouse, has elected
otherwise during the election period which shall begin at least
six (6) months before the Participant attains the Qualified
Early Retirement Age (or the date the Participant begins
participation in the Plan, if later) and end not more than
ninety (90) days before the commencement of benefits. Any
election hereunder shall be in writing and may be changed by the
Participant, with the consent of his or her Spouse, at any time
during the election period.
(2) Election of Early Survivor Annuity. A Participant who is
employed after attaining the Qualified Early Retirement Age will
be given the opportunity to elect, during the election period,
to have a survivor annuity payable on death. If the Participant
elects the survivor annuity, payments under such annuity must
not be less than the payments which would have been made to the
Spouse under the Qualified Joint and Survivor Annuity if the
Participant had retired on the day before his or her death. Any
election under this provision will be in writing and may be
changed by the Participant with the consent of his or her Spouse
at any time. The election period begins on the later of (1) the
ninetieth (90) day before the Participant attains the Qualified
Early Retirement Age, or (2) the date on which participation
begins, and ends on the date the Participant terminates
employment.
Notwithstanding the availability of the elections set forth
above, in the event a Participant dies after attaining the
Qualified Early Retirement Age while still employed by the
Employer, but before reaching the Normal Retirement Date, the
Participant's account balance as of the date of death shall be
paid to the Participant's Spouse. If the Participant is not
married, such benefit shall be paid to the Participant's
designated Beneficiary or, if none, to the Participant's estate.
(3) Definitions. For purpose of this Section 8.4, the following
words shall have the following meanings:
(i) "Qualified Joint and Survivor Annuity" shall mean an
annuity for the life of the Participant with a survivor
annuity for the life of his Spouse as described in Section
8.2.
(ii) "Qualified Early Retirement Age" shall mean the latest of:
(A) the earliest date, under the Plan, on which the
Participant may elect to receive retirement benefits;
(B) the first day of the one hundred twentieth (120th)
month beginning before the Participant reaches his
Normal Retirement Age; or
(C) the date on which the Participant begins
participation.
8.5 Required Payment of Benefits
(a) General Rule. Except as otherwise provided in Section 8.2, the
requirements of this Section shall apply to any distribution of a
Participant's account balance and will take precedence over any
inconsistent provisions of the Plan. Unless otherwise specified, the
provisions of this Section shall apply to calendar years beginning
after December 31, 1984.
All distributions required under this Section 8.5 shall be determined
and made in accordance with the Income Tax Regulations under section
401(a)(9) of the Code, including the minimum distribution incidental
benefit requirement of section 1.401(a)(9)-2 of the regulations.
(b) Limits on Distribution Periods. Distributions, if not made in a
single-sum, may only be made over one of the following periods (or
a combination thereof): (1) the life of the Participant; (2) the
life of the Participant and a Designated Beneficiary; (3) a period
certain not extending beyond the life expectancy of the Participant;
or (4) a period certain not extending beyond the joint and last
survivor expectancy of the Participant and a Designated Beneficiary.
Any annuity contract purchased and distributed to a Participant or
his Beneficiary shall comply with the requirements of this Plan, and
shall be made and endorsed as nontransferable.
(c) Minimum Amounts to be Distributed. If the Participant's entire
interest is to be distributed in other than a single sum, the
following minimum distribution rules shall apply on or after the
Required Beginning Date:
(i) If a Participant's benefit is to be distributed over (1) a
period not extending beyond the life expectancy of the
Participant or the joint life and last survivor expectancy of
the Participant and the Participant's Designated Beneficiary or
(2) a period not extending beyond the life expectancy of the
Designated Beneficiary, the amount required to be distributed
for each calendar year, beginning with distributions for the
first distribution calendar year, must at least equal the
quotient obtained by dividing the Participant's benefit by the
applicable life expectancy.
(ii) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the designated Beneficiary, the
method of distribution selected must assure that at least fifty
percent (50%) of the present value of the amount available for
distribution is paid within the life expectancy of the
Participant.
(iii) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first distribution calendar year
shall not be less than the quotient obtained by dividing
the Participant's benefit by the lesser of (1) the
applicable life expectancy or (2) if the Participant's
spouse is not the Designated Beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 of
section 1.401 (a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant shall be
distributed using the applicable life expectancy in
paragraph (c)(i) above as the relevant divisor without
regard to section 1.401 (a)(9)-2 of the regulations.
(iv) The minimum distribution required for the Participant's first
distribution calendar year must be made on or before the
Participant's Required Beginning Date. The minimum distribution
for other calendar years, including the minimum
distribution for the distribution calendar year in which the
Employee's Required Beginning Date occurs, must be made on or
before December 31 of that distribution calendar year.
(d) Commencement of Death Benefits. Upon the death of the Participant,
the following distribution provisions shall take effect:
(i) If the Participant dies after distribution of his or her
interest has commenced, the remaining portion of such interest
will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's
death. Upon the death of the Participant's Beneficiary, any
undistributed interest shall be paid to the legal
representatives of such Beneficiary's estate.
(ii) If the Participant dies before distribution of his or her
interest commences, the Participant's entire interest will be
distributed by December 31 of the calendar year in which falls
the fifth anniversary of the Participant's death except to the
extent that an election is made to receive distributions in
accordance with (1) or (2) below:
(1) If any portion of the Participant's interest is payable to
a Designated Beneficiary, distributions may be made in
substantially equal installments over the life or over a
period certain not greater than the life expectancy of the
Designated Beneficiary commencing on or before December 31
of the calendar year immediately following the calendar
year in which the Participant died.
(2) If the Designated Beneficiary is the Participant's
surviving spouse, the date distributions are required to
begin in accordance with (1) above shall not be earlier
than the later of (A) December 31 of the calendar year
immediately following the calendar year in which the
Participant died and (B) December 31 of the calendar year
in which the Participant would have attained age seventy
and one-half (70-1/2).
If the Participant has not made an election pursuant to this Section
8.5(d)(ii) by the time of his or her death, the Participant's
Designated Beneficiary must elect the method of distribution no later
than the earlier of (1) December 31 of the calendar year in which
distributions would be required to begin under this Section, or (2)
December 31 of the calendar year which contains the fifth anniversary
of the date of death of the Participant. If the Participant has no
Designated Beneficiary, or if the Designated Beneficiary does not
elect a method of distribution, distribution of the Participant's
entire interest must be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(iii) For purposes of Section 8.5(d)(ii) above, if the surviving
spouse dies after the Participant, but before payments to
such spouse begin, the provisions of Section 8.5(d)(ii),
with the exception of subparagraph (2) thereof, shall be
applied as if the surviving spouse were the Participant.
(iv) For purposes of this Section 8.5(d), any amount paid to a child
of the Participant will be treated as if it had been paid to the
Surviving Spouse if the amount becomes payable to the Surviving
Spouse when the child reaches the age of majority.
(v) For purposes of this Section 8.5(d), distribution of a
Participant's interest is considered to begin on the
Participant's Required Beginning Date (or, if Section
8.5(d)(iii) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to Section
8.5(d)(ii) above). If distribution in the form of an annuity
irrevocably commences to the Participant before the Required
Beginning Date, the date distribution is considered to begin is
the date distribution actually commences.
(e) Definitions. For purposes of this Section 8.5, the following terms
shall have the following meanings:
(i) Designated Beneficiary. The individual who is designated as the
Beneficiary under the Plan in accordance with section 401(a)(9)
of the Code and the regulations thereunder.
(ii) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before
the Participant's death, the first distribution calendar year
is the calendar year immediately preceding the calendar year
which contains the Participant's Required Beginning Date. For
distributions beginning after the Participant's death, the first
distribution calendar year is the calendar year in which
distributions are required to begin pursuant to Section 8.5(d)
above.
(iii) Life expectancy. The life expectancy (or joint and last
survivor expectancy) calculated using the attained age of
the Participant (or Designated Beneficiary) as of the
Participant's (or Designated Beneficiary's) birthday in the
applicable calendar year. The applicable calendar year
shall be the first distribution calendar year. If annuity
payments commerce before the required beginning date, the
applicable calendar year is the year such payments
commence. Life expectancy and joint and last survivor
expectancy are computed by use of the expected return
multiples in Tables V and VI of section 1.72-9 of the
Income Tax Regulations.
Unless otherwise elected by the Participant (or spouse, in the
case of distributions described in Section 8.5(d)(ii)(2) above)
by the time distributions are required to begin, life
expectancies shall be recalculated annually. Such election
shall be irrevocable as to the Participant (or spouse) and shall
apply to all subsequent years. The life expectancy of a
nonspouse Beneficiary may not be recalculated.
(iv) Participant's benefit.
(A) The account balance as of the last valuation date in the
calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the
amount of any contributions or forfeitures allocated to the
account balance as of dates in the valuation calendar year
after the valuation date and decreased by distributions
made in the valuation calendar year after the valuation
date.
(B) Exception for second distribution calendar year. For
purposes of paragraph (A) above, if any portion of the
minimum distribution for the first distribution calendar
year is made in the second distribution calendar year on
or before the Required Beginning Date, the amount of the
minimum distribution made in the second distribution
calendar year shall be treated as if it had been made in
the immediately preceding distribution calendar year.
(v) Required Beginning Date.
(A) General rule. The Required Beginning Date of a Participant
is the first day of April of the calendar year following
the calendar year in which the Participant attains age
seventy and one-half (70-1/2).
(B) Transitional rules. The Required Beginning Date of a
Participant who attains age seventy and one-half (70-1/2)
before January 1, 1988, shall be determined in accordance
with (1) or (2) below:
(1) Non-Five percent owners. The Required Beginning Date
of a Participant who is not a five percent (5%) owner
is the first day of April of the calendar year
following the calendar year in which the later of
retirement or attainment of age of seventy and
one-half (70-1/2) occurs.
(2) Five percent owners. The required beginning date of
a Participant who is a five percent (5%) owner during
any year beginning after December 31, 1979, is the
first day of April following the later of:
(i) the calendar year in which the Participant
attains age seventy and one-half (70-1/2), or
(ii) the earlier of the calendar year with or within
which ends the plan year in which the Participant
becomes a five percent (5%) owner, or the
calendar year in which the Participant retires.
The Required Beginning Date of a Participant who is
not a five percent (5%) owner who attains age seventy
and one-half (70-1/2) during 1988 and who has not
retired as of January 1, 1989, is April 1, 1990.
(C) Five percent owner. A Participant is treated as a five
percent (5%) owner for purposes of this Section if such
Participant is a five percent (5%) owner as defined in
section 416(i) of the Code but without regard to whether
the Plan is top-heavy) at any time during the Plan Year
ending with or within the calendar year in which such owner
attains age sixty-six and one-half (66-1/2) or any
subsequent Plan Year.
(D) Once distributions have begun to a five percent (5%) owner
under this Section, they must continue to be distributed,
even if the Participant ceases to be a five percent (5%)
owner in a subsequent year.
(f) Transitional Rule. Notwithstanding the other requirements of this
Section and subject to the requirements of Section 8.2, distribution
on behalf of any Employee, including a five percent (5%) owner, may
be made in accordance with all of the following requirements
(regardless of when such distribution commences):
(i) The distribution by the trust is one which would not have
disqualified such trust under section 401(a)(9) of the Code as
in effect prior to amendment by the Deficit Reduction Act of
1984.
(ii) The distribution is in accordance with a method of distribution
designated by the Employee whose interest in the trust is being
distributed or, if the Employee is deceased, by a Beneficiary
of such Employee.
(iii)Such designation was in writing, was signed by the Employee
or the Beneficiary, and was made before January 1, 1984.
(iv) The Employee had accrued a benefit under the Plan as of December
31, 1983.
(v) The method of distribution designated by the Employee or the
Beneficiary specifies the time at which distribution will
commence, the period over which distributions will be made, and
in the case of any distribution upon the Employee's death, the
Beneficiaries of the Employee listed in order of priority.
A distribution upon death will not be covered by this transitional rule
unless the information in the designation contains the required
information described above with respect to the distributions to be made
upon the death of the Employee.
For any distribution which commences before January 1, 1984, but continues
after December 31, 1983, the Employee, or the Beneficiary, to who such
distribution is being made, will be presumed to have designated the method
of distribution under which the distribution is being made if the method
of distribution was specified in writing and the distribution satisfies
the requirements in Subsections (i) through (v) above.
If a designation is revoked, any subsequent distribution must satisfy the
requirements of section 401(a)(9) of the Code and the regulations
thereunder. If a designation is revoked subsequent to the date
distributions are required to begin, the trust must distribute by the end
of the calendar year following the calendar year in which the revocation
occurs the total amount not yet distributed which would have been required
to have been distributed to satisfy section 401(a)(9) of the Code and the
regulations thereunder, but for the election under section 242(b)(2) of
Pub. L. No. 97-248. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit
requirements in section 1.401(a)(9)-2 of the Income Tax Regulations. Any
changes in the designation will be considered to be a revocation of the
designation. However, the mere substitution or addition of another
Beneficiary (one not named in the designation) under the designation will
not be considered to be a revocation of the designation, so long as such
substitution or addition does not alter the period over which
distributions are to be made under the designation, directly or indirectly
(for example, by altering the relevant measuring life). The rules of Q&A
J-2 and J-3 of Income Tax Regulations section 1.401(a)(9)-1 shall apply
to rollovers and transfers from one plan to another.
8.6 Available Forms of Distribution
(a) If pursuant to Section 8.3, the Plan is a Profit Sharing Plan exempt
from the Automatic Annuity Rules of Section 8.2, the normal form of
distribution shall be a lump sum distribution. Unless specified
otherwise in the Adoption Agreement, in lieu of the lump sum
distribution, a Participant or Beneficiary may elect to receive
installment payments payable monthly, quarterly, semi-annually or
annually.
(b) If the Plan is subject to the Automatic Annuity Rules of Section 8.2,
the normal form of distribution shall be the applicable form of
Automatic Annuity under Section 8.2. In lieu of the Automatic
Annuity, a Participant or Beneficiary may elect a lump sum
distribution or such other available forms of distribution as are set
forth below or as are specified in the Adoption Agreement. Any such
election by a Participant must be accompanied by the written consent
of his spouse (consistent with the requirements for a Qualified
Election under Section 8.2).
The available forms of distribution shall be:
(i) a joint and 100% survivor annuity contract purchased from an
insurance company selected by the Committee.
(ii) a single life annuity contract purchased from an insurance
company selected by the Committee.
(iii)a single life annuity contract, with 10 years guaranteed,
purchased from an insurance company selected by the Committee.
(iv) installments payable monthly, quarterly, semi-annually or
annually.
8.7 Certain Distributions
In the event a distribution of an account balance made to or on behalf of
a Participant prior to the attainment of age fifty-nine and one-half
(59-1/2) would be subject to the ten percent (10%) penalty tax set forth
in section 72(t) or 72(m)(5) of the Code, the Participant may, within
sixty (60) days of the distribution date, request that the distribution
be transferred to another qualified retirement plan or an Individual
Retirement Account as a rollover contribution if the distribution
satisfies the requirements of section 402(a)(5) of the Code.
8.8 Forfeitures
Any balance in the Regular Account, Employer Discretionary Contribution
Account or in the Employer Matching Contribution Account, if any, of a
Participant who is separated from service, to which he is not entitled
under the foregoing provisions, shall be forfeited and applied as provided
in Sections 3.2 and 4.2 of this Plan, and Section X(E) of the Dreyfus
Standardized/Paired Prototype Target Benefit Plan and Trust Adoption
Agreement.
ARTICLE IX.
DEATH BENEFITS
9.1 Payment to Beneficiary
(a) Subject to the provisions of Article VIII, upon the death of a
Participant, such Participant's account balance shall be paid to his
designated Beneficiary or if no such Beneficiary is designated or
survives the Participant, to the legal representative of such
Participant's estate. Such payment shall commence as soon as
practicable after the Participant's death and after the Trustee is
given such documentation as may be required under the provisions of
the Trust Agreement or Custodial Agreement.
(b) Subject to the provisions of the Custodial Agreement if the Plan is
an Easy Retirement Plan, the Committee may prescribe the manner in
which a Beneficiary is to be designated in writing and the Custodial
Agreement, may prescribe the manner in which such designations shall
be filed. Notwithstanding the foregoing, any designation (or change
of designation) of a Beneficiary must be consented to by the
Participant's Spouse pursuant to a Qualified Election under Section
8.2, if such Beneficiary is not the Participant's Spouse.
9.2 Method of Payment
Subject to the provisions of Article VIII, death benefits may be paid in
any mode of benefit payment provided for in this Plan as elected by the
Participant or Beneficiary, except in the event of the death of the
Participant after payments have commenced under an annuity contract, by
the Beneficiary.
ARTICLE X.
PARTICIPANT CONTRIBUTIONS; ROLLOVERS
10.1 Voluntary Contributions
(a) Effective for Plan Years beginning January 1, 1987, non-deductible
Voluntary Contributions shall not be permitted under this Plan. A
separate Account shall be maintained for Voluntary Contributions made
prior to such time. Such Account shall be nonforfeitable at all
times.
(b) A Participant may make withdrawals from the Voluntary Account at such
time as the Committee shall designate, but not more than quarterly
during a Plan Year provided that no single withdrawal shall be less
than the total amount available for withdrawal under the other
limitations of this Section 10.1 or five hundred dollars ($500),
whichever is less. Notwithstanding the preceding sentence, if the
Plan is an Easy Retirement Plan, a Participant may make such a
withdrawal at any time.
(c) If the Plan is subject to the Automatic Annuity rules of Section 8.2,
the written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be
obtained with respect to any withdrawal.
(d) No forfeitures of amounts allocated to Participants from Employer
contributions and earnings thereon, shall occur solely as a result
of a Participant's withdrawal of voluntary contributions.
(e) Voluntary Contributions for Plan years beginning after December 31,
1986 shall be subject to the Contribution Percentage tests and the
rules applicable to Excess Aggregate Contributions set forth in
Section 4.7.
10.2 Voluntary Tax-Deductible Contributions
(a) Voluntary Tax-Deductible Contributions (within the meaning of section
72(o)(5)(A) of the Code) shall not be permitted under this Plan for
taxable years beginning after December 31, 1986. A separate
Voluntary Tax-Deductible Account shall be established for such
contributions made for taxable years beginning on or before December
31, 1986. Such Account shall be nonforfeitable at all times.
However, no part of the Voluntary Tax-Deductible Account will be used
to purchase life insurance or available for loans under Article XII.
(b) The Participant may withdraw any part of the Voluntary Tax-Deductible
Account by making written application to the Committee. If the Plan
is subject to the Automatic Annuity Rules of Section 8.2, the written
consent of the Participant's Spouse (consistent with the requirements
of a Qualified Election under Section 8.2) must be obtained to any
withdrawal made after the first day of the first Plan Year beginning
on or after January 1, 1989.
10.3 Transfers From Other Trusts
Unless specified otherwise in the Adoption Agreement, the Committee may,
in its discretion, direct the Trustee to accept a rollover contribution
described in sections 401(a)(31), 402(a)(5), 403(a)(4) or
408(d)(3)(A)(ii) of the Code or a direct transfer of funds from a
qualified retirement plan, provided that, in the opinion of counsel for
the Employer, the transfer will not jeopardize the tax exempt status of
the Plan or create adverse tax consequences to the Employer. The
Committee shall exercise such discretion in a uniform and
nondiscriminatory manner. A transfer or rollover contribution may be made
on behalf of an Employee eligible to participate in the Plan who has not
met the age and service requirements, if any, for participation. Such an
Employee shall become a Participant on the date the Trustee accepts the
rollover contribution or transfer for all purposes, except that no
employer or employee contributions shall be made by or on behalf of such
Employee and such Employee shall not share in Plan forfeitures until he
has completed the age and service requirements for participation and
become a Participant. A rollover contribution or transfer shall be
maintained in a Participant's Rollover Account and Transfer Account,
respectively. Notwithstanding the preceding sentence, amounts
attributable to voluntary deductible employee contributions shall be
maintained in a Participant's Voluntary Tax-Deductible Account.
A Participant may take withdrawals from the Rollover Account at such time
as the Committee shall designate, but not more than quarterly during a
Plan Year, provided that no single withdrawal shall be less than the total
amount available for withdrawal or five hundred dollars ($500) whichever
is less. If the Plan is subject to the Automatic Annuity Rules of Section
8.2 and the Participant is married, the request for withdrawal must be
consented to in writing by the Participant's spouse. Notwithstanding the
preceding sentence, if the Plan is an Easy Retirement Plan, a Participant
may make such a withdrawal at any time.
Unless indicated otherwise in the Adoption Agreement, distributions
shall be made from the Transfer Account upon meeting the requirements set
forth under Articles VIII and IX of the Plan. If the Plan is subject
to the Automatic Annuity Rules of Section 8.2 and the Participant is
married, the request for distribution must be consented to in writing by
the Participant's spouse.
The written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be obtained
with respect to any withdrawal.
ARTICLE XI.
INSURANCE POLICIES
11.1 Policy Procurement
The Employer may elect in the Adoption Agreement to have the provisions
of this Article XI apply. If so authorized, the Committee may elect to
provide all Active Participants with the option of having life insurance
or annuity contracts (hereinafter referred to as "policy") purchased on
their behalf from a legal reserve life insurance company.
11.2 Rules and Regulations
The following rules shall be applicable to the acquisition, handling and
disposition of any policy:
(a) The basic options, cash surrender values and other material features
of all policies shall be as nearly uniform as possible. No endowment
policies shall be purchased.
(b) The Trustee shall be designated as the sole owner of any policy
purchased hereunder. However, all benefits, rights, privileges and
options under such policy and any dividends or credits earned in
insurance contracts will be allocated to the Participant's account
balance derived from Employer contributions for whose benefit the
contract is held. Notwithstanding any other provision of the Plan,
in computing the amount of the vested interest of any Participant,
the cash surrender value of any policy shall be included in the
Participant's account balance. The applicable vested interest
percentage shall be applied to this sum. The product of this
computation shall then constitute the Participant's vested interest.
(c) Payments made to any insurance company with respect to any such
policy shall constitute an investment of the funds credited to the
account balance of the Participant on whose behalf it was purchased
and his account balance derived from Employer contributions shall
accordingly be reduced by any such payments.
(d) If the policy or policies purchased are ordinary life insurance, the
aggregate premiums payable with respect to such policy or policies
may not equal or exceed fifty percent (50%) of the aggregate Employer
contributions and forfeitures credited to such Participant's account
balance, exclusive of investment earnings. A Participant may upon
consultation with the Committee and with its consent modify or
terminate this election at any time. If the policy purchased is term
or universal life insurance, the phrase "twenty-five percent (25%)"
shall be substituted for the phrase "fifty percent (50%)." If the
policy or policies purchased are ordinary life insurance and term
insurance, the sum of one-half (1/2) the ordinary life premiums and
the term premiums may not exceed twenty-five percent (25%) of the
aggregate Employer contributions and forfeitures credited to such
Participant's account balance, exclusive of investment earnings. For
purposes of these incidental insurance provisions, ordinary life
insurance contracts are contracts with both nondecreasing death
benefits and nonincreasing premiums.
(e) If a Participant is not insurable as a standard risk but may
nevertheless be eligible for insurance coverage at an extra rating
because of excess mortality hazards, the Committee, in its
discretion, may agree or not agree to obtain insurance. The
insurance to be purchased for a substandard life shall not exceed the
face amount that could have been purchased by the premium that would
have been available for the purchase of insurance had the Participant
not been rated a substandard life. In determining whether or not to
purchase insurance, the Committee shall not discriminate and shall
accord uniform treatment to all of its Participants in a similar
situation.
11.3 Transfer of Policies
(a) Upon the Participant's retirement, the Trustee shall, upon
instructions from the Committee, either transfer and deliver to the
Participant any policy held on his behalf (with such endorsements as
the Committee may direct), convert such policy to an annuity, or
surrender such policy, in which case the cash proceeds thereof shall
be included as part of the account balance of such Participant and
distributed accordingly.
(b) The Committee shall offer to a vested Participant any policy held in
his behalf at a price equal to the total cash surrender value of such
policy. If the Participant elects to purchase such policy, the
Trustee shall, upon instructions from the Committee, transfer
ownership of the policy to such Participant, endorsed so as to vest
in the transferee all right, title and interest thereto, free and
clear of the Trust. If the Participant declines to purchase such
policy, the Trustee shall, upon instructions from the Committee,
liquidate the policy for its cash surrender value; transfer the
policy to the Participant as a distribution of benefits; or if the
Participant has terminated employment with the Employer other than
by reason of retirement, death or disability, place the policy on a
paid-up basis. The Committee may direct the Trustee to designate
itself, if not so designated, as Beneficiary under such policy for
the period prior to the date on which it is liquidated.
(c) Subject to the Qualified Joint and Survivor Annuity Rules of Section
8.2, the contracts on a Participant's life will be converted to cash
or an annuity or distributed to the Participant upon commencement of
benefits.
11.4 Payment Upon Death
Subject to the Qualified Pre-Retirement Survivor Annuity Rules of Section
8.2, all death benefits payable under any policy held on behalf of
a deceased Participant shall be paid to his Beneficiary. Such benefits
may, as the Committee shall determine, be paid either to the Trust Fund,
in which case the cash proceeds thereof shall be included as part of
vested account balance of such Participant and distributed accordingly,
or directly by the insurance company to the Beneficiary pursuant to the
settlement option in effect at the time of the Participant's death. In
the absence of such election, the benefits may be paid in a lump sum or
under any other settlement option contained in such policy, as determined
by the Committee.
11.5 Plan Provisions Control
In the event of any conflict between the terms of this Plan and the terms
of any policy issued hereunder, the Plan provisions shall control.
ARTICLE XII.
LOANS
12.1 Loans to Participants
If permitted under the Adoption Agreement, the Committee, in its
discretion, may authorize and direct the Trustee to grant loans to
Participants and Beneficiaries in accordance with written rules
established by the Committee. Such loans:
(a) Shall not exceed the lesser of:
(1) fifty thousand dollars ($50,000) reduced by the excess, if any,
of (i) the highest outstanding balance of loans from the Plan
during the one (1) year period ending on the day before the date
on which such loan was made, over (ii) the outstanding balance
of loans from the Plan on the date such loan was made, or
(2) one-half (1/2) of the Participant's or Beneficiary's vested
interest under the Plan.
For this purpose, all plans of the Employer and Affiliated
Employers shall be treated as a single plan.
(b) Shall be evidenced by a promissory note, secured by an assignment of
a portion of the Participant's or Beneficiary's vested interest in
the Plan, other than a Voluntary Tax-Deductible Account (effective
for loans granted or renewed after October 18, 1989, the portion of
a Participant's or Beneficiary's vested interest which may be used
as security for a loan hereunder shall not exceed fifty percent
(50%));
(c) Shall bear a reasonable rate of interest as determined by the
Committee to be a rate of interest commensurate with the interest
rates charged by persons in the business of lending money for loans
which would be made under similar circumstances; and
(d) Shall require substantially level repayments of principal and
interest (with repayments made not less frequently than quarterly)
over a period not to exceed five (5) years. Any such loan shall be
nonrenewable except that if the loan was originally granted for a
period of less than five (5) years, then the same may be renewed, in
the discretion of the Committee, for a period of time equal to the
difference between five (5) years and the duration of the original
loan. The five (5) year repayment period shall not apply to any loan
used to acquire any dwelling unit which within a reasonable period
of time is to be used (to be determined at the time the loan is made)
as the principal residence of the Participant.
If the Plan is subject to the Automatic Annuity Rules of Section 8.2, the
written consent of the Participant's spouse (consistent with the
requirements for a Qualified Election under Section 8.2) must be obtained
within the ninety (90) day period ending on the date the account balance
is used as security for the loan. Such consent shall thereafter be
binding with respect to the consenting spouse or any subsequent spouse.
However, a new consent shall be required if the account balance is used
for renegotiation, extension, renewal or other revision of the loan.
If Participant-directed investments have been elected in the Adoption
Agreement, loans shall be treated as an investment of one or more of the
borrower's separate Accounts, in accordance with rules established by the
Committee. Repayments of principal and interest shall be allocated solely
to the Account(s) of the borrower from which such loan was made, and any
loss caused by non-payment or default shall be charged solely to such
Account(s). Otherwise, all loans hereunder shall be treated as an
investment of the Fund.
12.2 Provisions to be Applied in a Uniform and Nondiscriminatory Manner
In deciding whether or not to grant any request for a loan hereunder, the
Committee shall be guided by procedures and criteria designed to assure
that the loans shall be made available to all Participants and
Beneficiaries on a reasonably equivalent basis and shall not be available
to Highly Compensated Employees in an amount greater than the amount made
available to other Employees.
12.3 Satisfaction of Loan
In the event of default, foreclosure on the note and attachment of the
security will not occur until a distributable event occurs under the terms
of the Plan.
If spousal consent (consistent with the requirements for a Qualified
Election under Section 8.2) has been obtained, then, notwithstanding any
other provision of the Plan, the portion of the Participant's vested
account balance used as security for a loan shall be taken into account
for purposes of determining the amount of the account balance payable at
the time of death or distribution, but only if the reduction is used as
repayment of the loan. If less than one hundred percent (100%) of the
Participant's vested account balance (determined without regard to the
preceding sentence) is payable to the surviving spouse, then the account
balance shall be adjusted by first reducing the vested account balance by
the amount of the security used as repayment of the loan, and then
determining the benefit payable to the surviving spouse.
12.4 Loans to Owner-Employees or Shareholder-Employees
No loan shall be granted to an Owner-Employee or Shareholder-Employee
unless an exemption has been obtained for such loan from the Secretary of
Labor under Section 408 of the Act (and such loan is exempt from the
excise tax imposed under Section 4975 of the Code).
ARTICLE XIII.
TOP-HEAVY PROVISIONS
As specified in the Adoption Agreement, the provisions of this Article XIII
will either (1) always supersede any conflicting provisions in the Plan or (2)
only supersede such conflicting provisions in any Plan Year beginning after
1983, during which the Plan is or becomes Top-Heavy.
13.1 Definitions
For purposes of this Article and Article XVII, the following words shall
have the following meanings:
(a) "Compensation" shall mean Compensation as defined in Article I as
limited by section 401(a)(17) of the Code.
(b) "Determination Date" shall mean (1) the last day of the preceding
Plan Year, or (2) in the case of the first Plan Year of any Plan, the
last day of such Plan Year.
(c) "Employer" shall mean the Employer and all Affiliated Employers.
(d) "Key Employee" shall mean any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the Plan Year
containing the Determination Date and the four (4) preceding Plan
Years was:
(1) An officer of the Employer if such individual's annual
compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided that
the number of employees treated as officers shall be no more
than fifty (50) or, if fewer, the greater of three (3) employees
or ten percent (10%) of all employees);
(2) An owner (or considered an owner under section 318 of the Code)
of at least a one-half of one percent (.5%) interest and one of
the ten (10) largest interests in the Employer if such
individual's annual compensation exceeds one hundred percent
(100%) of the dollar limitation under section 415(c)(1)(A) of
the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
compensation of more than one hundred fifty thousand dollars
($150,000).
For this purpose, annual compensation means compensation as defined
in section 415(c)(3) of the Code, but including amounts excludible
from the Employee's gross income by reason of sections 125,
402(a)(8), 402(h) or 403(b) of the Code. The determination of who
is a Key Employee will be made in accordance with section 416(i)(1)
of the Code and the regulations thereunder.
(d) "Non-Key Employee" shall mean any Employee who is not a Key Employee.
(e) "Permissive Aggregation Group" shall mean the Required Aggregation
Group of plans plus any other plan or plans of the Employer which,
when considered as a group with the Required Aggregation Group, would
continue to satisfy the requirements of sections 401(a)(4) and 410
of the Code.
(f) "Present Value" shall be based on the interest and mortality table
specified in the Employer's qualified defined benefit plan for
Top-Heavy purposes, or if such assumptions are not specified in the
Employer's qualified defined benefit plan, Present Value shall be
based on the assumptions specified in the Adoption Agreement.
(g) "Required Aggregation Group" shall mean (1) each qualified plan of
the Employer in which at least one Key Employee participates or
participated at any time during the determination period (regardless
of whether the Plan has terminated), and (2) any other qualified plan
of the Employer which enables a plan described in (1) to meet the
requirements of Sections 401(a)(4) or 410 of the Code.
(h) "Super Top-Heavy Plan": For any Plan Year after 1983, this Plan is
Super Top-Heavy if the Top-Heavy Ratio for the Plan, the Required
Aggregation Group or the Permissive Aggregation Group, as applicable,
exceeds ninety percent (90%).
(i) "Top-Heavy": For any Plan Year beginning after 1983, this Plan is
Top-Heavy if any of the following conditions exist:
(1) If the Top-Heavy Ratio for this Plan exceeds sixty percent (60%)
and this Plan is not part of any Required Aggregation Group or
Permissive Aggregation Group of plans.
(2) If this Plan is a part of a Required Aggregation Group of plans,
but not part of a Permissive Aggregation Group and the Top-Heavy
Ratio for the group of plans exceeds sixty percent (60%).
(3) If this Plan is a part of a Required Aggregation Group and part
of a Permissive Aggregation Group of plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds sixty percent
(60%).
(j) "Top-Heavy Ratio":
(1) If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the
Employer has not maintained any defined benefit plan which
during the five (5) year period ending on the Determination Date
has or has had accrued benefits, the Top-Heavy Ratio for this
Plan alone or for the Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum
of the account balances of all Key Employees as of the
Determination Date (including any part of any account balance
distributed in the five (5) year period ending on the
Determination Date, and the denominator of which is the sum of
all account balances (including any part of any account balance
distributed in the five (5) year period ending on the
Determination Date, both computed in accordance with section 416
of the Code and the regulations thereunder. Both the numerator
and denominator of the Top-Heavy Ratio are increased to reflect
any contribution not actually made as of the Determination Date,
but which is required to be taken into account on that date
under section 416 of the Code and the regulations thereunder.
(2) If the Employer maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the
Employer maintains or has maintained one or more defined benefit
plans which during the five (5) year period ending on the
Determination Date has or has had any accrued benefits, the
Top-Heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum
of account balances under the aggregated defined contribution
plan or plans for all Key Employees determined in accordance
with (d) above, and the Present Value of accrued benefits under
the aggregated defined benefit plan or plans for all employees
as of the Determination Date, and the denominator of which is
the sum of the account balances under the aggregated defined
contribution plan or plans for all participants, determined in
accordance with (j)(1) above, and the Present Value of accrued
benefits under the defined benefit plan or plans for all
Participants as of the Determination Date, all determined in
accordance with section 416 of the Code and the regulations
thereunder. The accrued benefits under a defined benefit plan
in both the numerator and denominator of the Top-Heavy Ratio are
increased for any distribution of an accrued benefit made in the
five (5) year period ending on the Determination Date.
(3) For purposes of (1) and (2) above, the value of account balances
and the Present Value of accrued benefits will be determined as
of the most recent Valuation Date that falls within or ends with
the twelve (12) month period ending on the Determination Date,
except as provided in section 416 of the Code and the
regulations thereunder for the first and second Plan years of
a defined benefit plan. The account balances and accrued
benefits of a participant who is not a Key Employee but who was
a Key Employee in a prior year, or has not been credited with
at least one Hour of Service for any Employer maintaining the
Plan at any time during the five (5) year period ending on the
Determination Date will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account will be made in
accordance with section 416 of the Code and the regulations
thereunder. Deductible Employee contributions will not be taken
into account for purposes of computing the Top-Heavy Ratio.
When aggregating plans the value of account balances and accrued
benefits will be calculated with references to the Determination
Date that falls within the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any other
plan included in a Required Aggregation Group of which this Plan
is a part, is Top-Heavy (within the meaning of section 416(g)
of the Code) the accrued benefit of a Non-Key Employee shall be
determined under (a) the method, if any, that uniformly applies
for accrual purposes under all plans maintained by the Employer,
or (b) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under
the fractional accrual rate of section 411(b)(1)(C) of the Code.
(k) "Valuation Date" shall mean the last day of the Plan Year and is the
day on which account balances and accrued benefits are valued for
purposes of calculating the Top-Heavy Ratio.
13.2 Vesting Schedules
For any Plan Year in which this Plan is Top-Heavy, one of the Top Heavy
minimum vesting schedules as elected by the Employer in the Adoption
Agreement will automatically apply to the Plan. The Top Heavy Minimum
vesting schedule applies to all benefits within the meaning of section
411(a)(7) of the Code except those attributable to Employee contributions,
including benefits accrued before the effective date of section 416 of the
Code and benefits accrued before the Plan became Top-Heavy. Further, no
reduction in a vested benefit may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year. However, this Section does not apply
to the account balance of any Employee who does not have an Hour of
Service after the Plan has initially become Top-Heavy and such Employee's
account balance attributable to Employer contributions and forfeitures
will be determined without regard to this Section.
13.3 Minimum Allocation
(a) Except as otherwise provided in (b), (c) and (d) below, when the Plan
is Top-Heavy the Employer contributions and forfeitures allocated on
behalf of any Participant who is a Non-Key Employee shall not be less
than the lesser of three percent (3%) of such Participant's
Compensation or, if neither the Employer nor an Affiliated Employer
maintains a defined benefit plan which designates this Plan to
satisfy sections 401(a)(4) or 410 of the Code, the largest percentage
of Employer contributions and forfeitures, as a percentage of the Key
Employee's Compensation, as limited by section 401(a)(17) of the Code
allocated on behalf of any Key Employee for that year. For purposes
of determining whether a Plan is Top-Heavy, Elective Deferrals are
considered Employer contributions. However, neither Elective
Deferrals nor Matching Contributions may be taken into account for
purposes of satisfying the three percent (3%) minimum Top-Heavy
contributions requirements for Plan Years beginning on or after
January 1, 1989.
The Minimum Allocation is determined without regard to a Social
Security contribution. This Minimum Allocation shall be made even
though, under other Plan provisions, the Participant would not
otherwise be entitled to receive an allocation, or would have
received a lesser allocation for the year because of (1) the
Participant's failure to complete one thousand (1,000) Hours of
Service (or any equivalent provided in the Plan), (2) the
Participant's failure to make mandatory employee contributions, or
(3) the Participant's Compensation is less than a stated amount.
(b) The provision in (a) above shall not apply to any Participant who was
not employed by the Employer on the last day of the Plan Year.
(c) If the Employer maintains a qualified defined benefit plan and this
Plan is Top-Heavy, but is not Super Top-Heavy, each Participant who
is a Non-Key Employee and is not covered by the defined benefit plan
shall receive the Minimum Allocation under (a) above, except that
"four percent (4%) "shall be substituted for "three percent (3%)".
(d) The provision in (a) above shall not apply with respect to any
Participant covered under any other qualified plan or plans of the
Employer other than a paired plan of the Sponsor and the adopting
Employer has elected in the Adoption Agreement that the minimum Top
Heavy allocation or benefit will be met in the other plan or plans.
If the Employer maintains a qualified defined benefit plan, other
than Sponsor's paired defined benefit plan 02001, and the adopting
Employer has elected in the Adoption Agreement to provide the Top
Heavy minimum allocation or benefit under this Plan, then with
respect to participants covered under both plans, "five percent (5%)"
shall be substituted for "three percent (3%)" in (a) above if the
Plan is Super Top Heavy and "seven and one-half percent (7-1/2%)"
shall be substituted for "three percent (3%)" in (a) above if the
Plan is Top Heavy, but not Super Top Heavy.
(e) The Minimum Allocation required (to the extent nonforfeitable under
section 416(b) of the Code) may not be forfeited under section
411(a)(3)(B) or 411(a)(3)(D) of the Code.
13.4 Adjustment to Defined Benefit Fraction and Defined Contribution Fraction
under section 6.4.
If the Plan is Super Top-Heavy, then "one-hundred percent (100%)" shall
be substituted for "one hundred twenty-five percent (125%)" in the
denominator of the Defined Benefit Fraction and the Defined Contribution
Fraction under Section 6.4.
ARTICLE XIV.
THE COMMITTEE
14.1 Creation of a Committee
The Employer may appoint a person or persons to act as the Committee and
serve at its pleasure. If no such Committee is appointed, the Employer
shall act as the Committee. The Employer shall notify the Trustee of the
appointment of the original members of the Committee and of each change
in the membership of the Committee. Vacancies in the Committee shall be
filled by the Employer.
14.2 Committee Action
In the event that the Employer appoints such person or persons to act as
the Committee, such Committee shall act by a majority of its members at
a meeting (which can be by telephone) or in writing without a meeting.
A member of the Committee who is also a Participant of the Plan shall not
vote or act as a member of the Committee upon any matter relating solely
to his rights or benefits under the Plan.
14.3 Authorized Signatory
Except as otherwise provided in Section 14.10, the Committee may designate
a person or persons who shall be authorized to sign any document in the
name of the Committee. The Trustee shall be fully protected in relying
upon any notice, instruction or certification from the Committee or
executed pursuant to the provisions of this Section.
14.4 Powers and Duties
The Committee shall have such powers and duties as are necessary for the
proper administration of the Plan, including but not limited to the power
to make decisions with respect to the application and interpretation of
the Plan. The Committee shall be empowered to establish rules and
regulations for the transactions of its business and for the
administration of the Plan. The determinations of the Committee with
respect to the interpretation, application, or administration of the Plan
shall be final, binding, and conclusive upon each person or party
interested or concerned.
14.5 Nondiscrimination
Where provisions of this Plan are at the discretion of the Committee, all
Participants shall be treated in a uniform and nondiscriminatory manner.
14.6 Records and Reports
The Committee shall maintain such records as may be necessary for proper
administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of
Labor, Participants, Beneficiaries and others as required by law.
Employees may examine records pertaining directing to them.
14.7 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice or
opinion of any consultant, accountant, or attorney and such persons may
also act in their respective professional capacities as advisors to the
Employer.
14.8 Payment of Expenses
All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident
to the duties of the Committee, including, but not limited to, fees of
consultants, accountants, and attorneys, and other costs of administering
the Plan. Until paid, the expenses shall constitute a liability of the
Trust Fund. However, the Employer may reimburse the Trust Fund for any
administration expense incurred. Any administration expense paid to the
Trust Fund as a reimbursement shall not be considered an Employer
contribution.
14.9 Limitation of Liability
The Committee must discharge its duties solely in the interest of the
Participants and their Beneficiaries. The Committee must carry out its
duties with the care, skill, prudence and diligence under circumstances
then prevailing that a prudent man acting in a like capacity and familiar
with such matters would use in the conduct of an enterprise of like
character and with like aims. The Committee, however, shall not be liable
for any acts or decisions based on the advice or opinion of any
consultant, accountant or attorney employed by the Committee in their
respective professional capacities as advisors to the Employer, provided,
however, that the Committee did not violate its general fiduciary duty in
selecting or retaining such advisor.
14.10 Payment Certification to Trustee
The Committee shall provide written instruction to the Trustee with
respect to all payments which become due under the terms of the Plan and
shall direct the Trustee to make such payments from the Trust Fund. All
orders, requests and instructions by the Committee to the Trustee shall
be in writing and signed by an authorized member of the Committee.
The Trustee shall act and shall be fully protected in acting in accordance
with such orders, requests and instructions.
14.11 Claims Procedure
A Participant or Beneficiary ("Claimant") may file a written claim for
benefits with the Committee. If the Committee decides that a Claimant
is not entitled to all or any part of the benefits claimed, it shall
within ninety (90) days of receipt of such claim, inform the Claimant in
writing of its determination; the reasons for its determination,
including specific references to the pertinent Plan provisions; and the
Plan's review procedures. The Claimant or his authorized personal
representative shall be permitted to review pertinent documents and within
sixty (60) days after receipt of the notice of denial of claim to request
to appear personally before it or to submit such further information or
comments to the Committee as will, in the Claimant's opinion establish his
right to such benefits. The Committee will render its final decision with
the specific reason therefore in writing and will transmit it to the
claimant by certified mail within sixty (60) days (or one hundred twenty
(120) days, if special circumstances require an extension of time and the
claimant is given written notice within the initial sixty (60) day period)
of any such appearance. If the final decision is not made within such
period, it will be considered denied. If, upon review of a request for
benefits hereunder, the Committee finds the Participant ineligible for
such benefits, it shall inform the Participant in writing the reason or
reasons for such denial. In the event any Participant or Beneficiary
disagrees with the conclusions of the Committee, the Committee must
reconsider their decision based on the facts and evidence presented to
them by the Participant or Beneficiary. Further, the Committee must
substantiate in writing to any Participant or Beneficiary who disagrees
with the amount of his benefit the method under which the benefit
computations were made.
ARTICLE XV.
GENERAL PROVISIONS
15.1 No Right of Continued Employment
No Employee or Participant shall have any right or claim to any benefit
under the Plan except in accordance with the provisions of the Plan. The
adoption of the Plan shall not be construed as creating any contract of
employment between the Employer and any Employee or otherwise conferring
upon any Employee or other person any legal right to continuation of
employment, nor as limiting or qualifying the right of the Employer to
discharge any Employee without regard to the effect that such discharge
might have upon his rights under the Plan.
15.2 Nonalienation of Interest
No benefit or interest available hereunder will be subject to assignment
or alienation, either voluntarily or involuntarily. The preceding
sentence shall not apply to loans made to the Participant under the Plan,
or domestic relations orders which are determined by the Committee to be
qualified domestic relations orders, as defined in section 414(p) of the
Code and section 206(d)(3) of the Act, or were entered before January 1,
1985. Notwithstanding any provision in the Plan to the contrary, payments
pursuant to a qualified domestic relations order may be made to an
alternate payee prior to the time that the Plan may make payments to the
affected Participant.
15.3 Incompetence of Participants and Beneficiaries
If the Committee deems any person incapable of receiving benefits to which
he is entitled by reason of minority, illness, infirmity, or other
incapacity, it may direct the Trustee to make payment directly for the
benefit of such person to a legal representative of such person. Such
payment shall, to the extent thereof, discharge all liability of the
Employer, the Committee, the Trustee and the Fund.
15.4 Unclaimed Benefits
If any benefit hereunder has been payable and unclaimed for four (4) years
since the whereabouts or continued existence of the person entitled
thereto was last known to the Committee, such benefit shall be placed in
a segregated, interest-bearing suspense account with no further attempts
to uncover the whereabouts of the person entitled thereto. The Committee
shall rely upon notification from the Department of Health, Education and
Welfare as to the whereabouts of such person when he applies for benefits
under the Social Security Act. The four (4) year period may be extended
by the Committee whenever, in its discretion, special circumstances
justify such action. The Committee shall make a reasonable and diligent
search for the Participant before any benefit is segregated. If a benefit
is forfeited because the Participant or Beneficiary cannot be found, such
benefit will be reinstated if a claim is made by the Participant or
Beneficiary.
15.5 Separate Employer Trusts Maintained
Except as provided in Section 16.5, the Plan of each Employer which adopts
this Prototype Plan and corresponding Trust Agreement as part of its Plan
shall be administered separately from those of any other Employer.
15.6
The Plan shall be administered, construed and enforced to the state
wherein the Trustee maintains its principal place of business, except to
the extent preempted by the Act.
15.7 Severability
Should any provision of the Plan or rules and regulations adopted
thereunder be deemed or held to be unlawful or invalid for any reason,
such fact shall not adversely affect the other provisions unless such
invalidity shall render impossible or impractical the functioning of the
Plan. In such case, the appropriate parties shall immediately adopt a new
provision to take the place of the illegal or invalid provision.
15.8 Gender and Number
The masculine pronoun wherever used shall include the feminine pronoun and
the singular shall include the plural and the plural shall include the
singular, wherever appropriate to the context.
15.9 Titles and Headings
The titles or headings of the respective Articles and Sections are
inserted merely for convenience and shall be given no legal effect.
15.10 Failure of Employer's Plan to Qualify
The use of this Prototype Plan and corresponding Trust Agreement shall be
available only to the Plans of Employers which meet the requirements of
section 401(a) of the Code. If the Employer's Plan fails to attain or
retain qualification, such Plan will no longer participate in this
Prototype Plan and will be considered an individually designed plan.
15.11 Exclusive Benefit
Except as provided in Section 6.3, at no time shall any part of the corpus
or income of the Fund be used for or diverted to purposes other than for
the exclusive benefit of the Participants and their Beneficiaries and
defraying reasonable expenses of the Plan.
15.12 Action by Employer
Any action, including the amendment or termination of the Plan as provided
in Sections 16.1 and 16.2 of the Plan, by an Employer which is a
corporation shall be taken by the board of directors of the corporation
or any person or persons duly empowered to exercise the powers of the
corporation with respect to the Plan. In the case of an Employer which
is a partnership, any action, including the amendment or termination of
the Plan as provided in Sections 16.1 and 16.2 of the Plan, shall be taken
by any general partner or the partnership. In the case of an Employer
which is a sole proprietorship, any action, including the amendment or
termination of the Plan as provided in Sections 16.1 and 16.2 of the Plan,
shall be taken by the sole proprietor.
ARTICLE XVI
AMENDMENT AND TERMINATION
16.1 Amendment
(a) The Employer expressly recognizes the authority of the Sponsor to
amend the Plan and the Trust Agreement or Custodial Agreement from
time to time, and the Employer shall be deemed to have consented to
any such amendment. The Employer shall receive a written instrument
indicating the amendment of the Plan and Trust Agreement and such
amendment shall become effective as of the effective date of such
instrument.
(b) The Employer reserves the right to amend the Plan at any time.
Except for (1) changes to the choice of options in the Adoption
Agreement, (2) amendments stated in the Adoption Agreement which
allow the Plan to satisfy section 415 of the Code or to avoid
duplication of minimums under section 416 of the Code because of the
required aggregation of multiple plans, or (3) amendments published
by the Internal Revenue Service which specifically provide that their
adoption will not cause the Plan to be treated as individually
designed, an Employer will no longer participate in the Prototype
Plan and will be considered to have an individually designed plan if
it amends the Plan or obtains a waiver of the minimum funding
requirement under Section 412(d) of the Code.
(c) Notwithstanding anything in this Plan to the contrary, no amendment
shall:
(1) Increase the responsibility of the Trustee without the Trustee's
written consent;
(2) Have the effect of decreasing a Participant's account balance
or eliminating an optional form of benefit with respect to
accrued benefits, except to the extent permitted by section
412(c)(8) of the Code;
(3) In the case of an Employee who is a Participant as of the later
of the date such amendment is adopted or the date it becomes
effective, decrease the nonforfeitable percentage (determined
as of such date) of such Employee's right to his
Employer-derived account balance below his non-forfeitable
percentage computed under the Plan without regard to such
amendment;
(4) Violate the exclusive benefit rule of Section 15.11.
16.2 Termination and Partial Termination
The adopting Employer may, at any time, by written notice to the Trustee
in such form as is acceptable to the Trustee, terminate the Plan and
discontinue all further contributions hereunder. Upon termination or
partial termination of the Plan or upon complete discontinuance of
contributions to a Profit Sharing Plan, each affected Employee shall have
a one hundred percent (100%) vested and nonforfeitable interest in his
account balance. Upon a termination or partial termination of the Plan
(and subject to the limitations of section 4.10 in the case of a cash or
deferred arrangement qualified under section 401(k) of the Code), each
affected Participant's account balance may be distributed in accordance
with the provisions of Article VIII or, at the option of the Employer and
with the Trustee's consent, shall continue to be held by the Trustee for
distribution as authorized by Articles VIII and IX. Notwithstanding the
preceding sentence, a Profit Sharing Plan which does not offer an annuity
form of benefit (purchased from a commercial provider) may distribute each
affected Participant's account balance immediately in a single sum without
Participant consent, provided that neither the Employer nor any Affiliated
Employer maintains another defined contribution plan, other than an
employee stock ownership plan (as defined in section 4975(e)(7) of the
Code). If either the Employer or any Affiliated Employer maintains
another such defined contribution plan, then a Participant's account
balance may be transferred to such plan without his consent if the
Participant does not consent to the single sum distribution from this
Plan.
16.3 Plan Merger and Consolidation or Transfer of Plan Assets
In the event of any merger or consolidation with, or transfer of assets
or liabilities to, any other plan, each Participant of this Plan would (if
the Plan then terminated) receive an amount immediately after such merger,
consolidation or transfer which is equal to or greater than the amount he
would have been entitled to receive immediately before the merger,
consolidation, or transfer (if the Plan had then terminated).
16.4 Amended and Restated Plans
If this Plan is an amendment and restatement of an existing plan
("Existing Plan"), the following provisions shall apply:
(a) Each Employee who was a participant in the Existing Plan immediately
prior to the Effective Date shall become a Participant in this Plan
on the Effective Date.
(b) The balance of such Employee's accounts under the Existing Plan
attributable to employer or employee contributions shall be allocated
to the corresponding Accounts under this Plan or accounted for
separately.
(c) All years of service credited for vesting service under the Existing
Plan shall be credited as years of Service under this Plan. The
amendment and restatement shall not reduce the vested interest of a
participant in the Existing Plan, and any change in the vesting
schedule shall be subject to the provisions of Section 7.3.
(d) The amendment and restatement shall not reduce a Participant's
account balance and shall not eliminate any optional form of benefit.
(e) Any beneficiary designation in effect under the Existing Plan
immediately before the amendment and restatement shall be deemed to
be a valid Beneficiary designation under this Plan, to the extent
consistent with Article VIII.
16.5 Participating Employers
(a) With the consent of the Employer and Trustee, and by duly authorized
action, any Affiliated Employer may adopt this Plan and become a
Participating Employer.
(b) Each such Participating Employer shall be bound by the same Adoption
Agreement provisions as those selected by the Employer, and to use
the same Trustee as the Employer. If the Employer does not make a
contribution to the Plan, the Participating Employer shall be
obligated to do so.
(c) The Trustee may, but shall not be required to commingle, hold and
invest as one Trust Fund all contributions made by Participating
Employers, as well as all increments thereof.
(d) With respect to its relations with the Trustee and Committee for the
purposes of this Plan, each Participating Employer shall be deemed
to have irrevocably designated the adopting Employer as its agent.
Amendment of this Plan by the adopting Employer at any time when
there shall be a Participating Employer hereunder shall only be by
the written action of the adopting Employer, with the consent of the
Trustee where such consent is necessary in accordance with the terms
of this Plan.
(e) A Participating Employer may, at any time, by written notice to the
Employer and Trustee in such form as is acceptable to the Employer
and Trustee, discontinue its participation in the plan and
discontinue all further contributions hereunder. The Employer shall
direct the Trustee to transfer, deliver and assign Fund assets
attributable to the Participants of such Participating Employer to
such successor trustee as shall have been designated by such
Participating Employer, in the event that it has established a
separate plan for its Employees. If no successor trustee is
designated, the Trustee shall retain such assets for the
Employees of said Participating Employer pursuant to the provisions
of Articles VIII and IX hereof.
ARTICLE XVII.
PAIRED PLAN PROVISIONS
The provisions of this Article are applicable only if the Employer adopts a set
of Dreyfus paired plans. Paired plans are a combination of standardized form
plans offered by the Sponsor, so designed that if any single plan or
combination of plans is adopted by an Employer each plan by itself, or the
plans together, will meet the anti-discrimination rules set forth in section
401(a)(4) of the Code, the contribution and benefit limits set forth in section
415 of the Code and the Top-Heavy provisions set forth in section 416 of the
Code.
17.1 Compliance With Section 415(e) of the Code
If the Employer adopts one or two of Sponsor's paired defined contribution
plans and Sponsor's paired defined benefit plan, the "1.0" aggregate
limitation of section 415(e) of the Code on contributions and benefits
will be met by freezing or reducing the rate of benefit accruals under the
paired defined benefit plan.
17.2 Adjustment of Combined Plan Fractions Under Section 415 of the Code for
Top-Heavy Ratio in Excess of Ninety Percent (90%)
In any Plan Year in which the Plan becomes Super Top-Heavy, the
denominators of the Defined Benefit Fraction (as defined in Section 6.4
of the Plan) and the Defined Contribution Fraction (as defined in Section
6.4 of the Plan) shall be computed using one hundred percent (100%) of the
dollar limitation instead of one hundred twenty-five percent (125%).
17.3 Top-Heavy Minimum Benefits and Contributions
(a) When the paired plans maintained by the Employer are Top-Heavy, but
are not Super Top-Heavy, each Non-Key Employee who participates in
paired defined contribution plan number 01001, 01003, 01004, 01005
or 01006, but does not participate in paired defined benefit plan
number 02001, will receive the Minimum Allocation provided for in
Section 13.3. Each Non-Key Employee who participates in two of the
paired defined contribution plans, but not the paired defined benefit
plan, shall receive the minimum Top-Heavy allocation under the paired
defined contribution plan specified in the Adoption Agreement. Each
Non-Key Employee who is a participant in this Plan and the paired
defined benefit plan shall receive the minimum top-heavy benefit
accrual under such plan and shall not receive any top-heavy minimum
contribution under the paired defined contribution plan or plans.
(b) When the paired plans maintained by the Employer are Super Top-Heavy,
each Non-Key Employee who participates in paired defined contribution
plan number 01001, 01003, 01004, 01005 or 01006 but who does not
participate in paired defined benefit plan number 02001, will receive
the Minimum Allocation provided for in Section 13.3. Each Non-Key
Employee who participates in two of the paired defined contribution
plans, but not the defined benefit plan, shall receive the minimum
top-heavy allocation under the paired defined contribution plan
specified in the Adoption Agreement. Each Non-Key Employee who is
a Participant in this Plan and the paired defined benefit plan shall
receive the minimum top heavy benefit accrual under such plan and
shall not receive any top heavy minimum contribution under the paired
defined contribution plan or plans.
17.4 Integration of Paired Plans
If the Employer adopts paired plans, only one plan may allocate
contributions or determine benefits on an integrated basis.
DREYFUS TRUST AGREEMENT
THIS TRUST AGREEMENT is made by and between the Employer whose name is set
forth on the attached adoption agreement (the "Adoption Agreement") and the
person designated as Trustee in the Adoption Agreement (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Employer has adopted the qualified employee retirement plan
described in the Adoption Agreement (the "Plan") for the exclusive benefit
of its employees who are participants in such Plan (collectively the
"Participants" and individually a "Participant") and their beneficiaries;
and
WHEREAS, the Employer desires to appoint the Trustee as a "nondiscretionary
trustee" (within the meaning of Section VI(g) of Prohibited Transaction
Class Exemption 77-9 under Section 408(a) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) for the limited purposes
hereinafter set forth; and
WHEREAS, the Trustee desires to act as such a nondiscretionary trustee of
the Plan for the limited purposes hereinafter set forth;
NOW, THEREFORE, the Employer hereby establishes a fund with the Trustee that
shall be held, managed and controlled by the Trustee without distinction
between principal and income (the "Trust Fund") upon the terms and
conditions hereinafter set forth:
ARTICLE 1
CONCERNING THE TRUST FUND
Section 1.1. The Plan, this Trust Agreement and the Trust Fund created
hereunder are intended to meet all the applicable requirements of Sections
401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the
"Code") and ERISA. The Employer assumes full responsibility to establish
and maintain the Plan as a plan meeting the qualification requirements of
Section 401(a) of the Code and hereby agrees to notify the Trustee promptly
in the event of any change in such qualified status. Copies of all
documents related to the Plan including, without limitation, the Plan,
amendments to the Plan and the most recent determination letter received
from the Internal Revenue Service with respect to the Plan (or an opinion of
counsel satisfactory to the Trustee as to the plan's qualified status), upon
request will be provided to the Trustee by the Employer.
Section 1.2. The Employer certifies and represents to the Trustee that
there are no duties imposed on the Trustee under the terms of the Plan that
are not consistent with the provisions of this Trust Agreement.
Section 1.3. The Trustee agrees to accept contributions that are paid to it
by the Employer (as well as rollover contributions and transfers from other
qualified retirement plans) in accordance with the terms of the Plan. The
Trustee shall be entitled to rely upon the determination of the fiduciary
named in the Plan as having the authority to control and manage the
administration of the Plan and its delegates, designees, agents and
employees (the "Committee") that all assets received by the Trustee are
properly contributed or transferred in accordance with the terms of the
Plan. Such contributions shall be in cash or in such other form that may be
acceptable to the Trustee. All contributions received by the Trustee and
all other receipts of the Trustee, whether by way of dividends, interest or
otherwise, for the account of the Trust Fund shall be held, managed and
controlled by the Trustee pursuant to the terms of this Trust Agreement
without distinction between principal and income and may be commingled, and
held and invested and, with all disbursements therefrom, accounted for by
the Trustee, as a single fund. The Employer hereby agrees that the Employer
and the Committee shall have the exclusive responsibility, and the Trustee
shall not have any responsibility or duty under this Trust Agreement, to
determine whether the amount, timing and type of any contribution by the
Employer or any Participant is in accordance with the terms of the Plan or
applicable law, or for the collection of any contributions under the Plan.
Section 1.4 The Trustee, solely from assets held in the Trust Fund, shall
make payments in such amounts and for such proper purposes as may be
specified in the Committee's Directions (as defined in Section 2.1 herein).
The Employer hereby agrees that the Committee shall have the exclusive
responsibility, and the Trustee shall not have any responsibility or duty,
under this Trust Agreement for determining that the Committee's Directions
are in accordance with the terms of the Plan and applicable law, including
without limitation, determining the amount, timing or method of payment or
the identity of each person to whom such payments shall be made. The
Trustee shall have no responsibility or duty to determine the tax effect of
any payment or to see to the application of any payment, but shall be
responsible for the proper application of amounts withheld from
distributions for payment of taxes to the appropriate authorities.
Section 1.5. The Trustee shall have no duties or obligations with respect
to the Trust Fund unless such duties or obligations have been specifically
undertaken by the Trustee by the express terms of the Trust Agreement or
except to the extent such duties or obligations are required under
applicable laws.
ARTICLE II
INVESTMENT AND ADMINISTRATION OF THE FUND
Section 2.1.1. In accordance with the provisions of ERISA, the Trustee
shall have exclusive authority and discretion to manage and control the
Trust Fund; provided, however, that the Trustee's authority and discretion
with respect to the Trust Fund shall at all times, except to the extent that
an Investment Manager has been appointed pursuant to Section 2.5, be subject
to the proper, written directions of the Committee which are made in
accordance with the terms of the Plan and which are not contrary to ERISA
(the "Committee's Directions"). The Trustee shall be entitled to rely
entirely on the Committee's Directions, shall be under no duty to determine
or make inquiry whether the Committee's Directions received by it are in
accordance with the provisions of the Plan or applicable law, and shall have
no liability and shall be fully indemnified by the Employer for any action
taken in accordance with, or any failure to act in the absence of, the
Committee's Directions.
Section 2.1.2. If the Committee advises the Trustee that the Plan provides
for individual accounts and permits each Participant to direct the
investment of the assets in the Participant's account, then, pursuant to the
Committee's Directions, the Trustee shall invest the assets in such account
among the investment options established pursuant to Section 2.3 as directed
by each such Participant in accordance with such procedures as are
acceptable to the Trustee. If such procedures include the effecting of
exchanges among the investment options established pursuant to Section 2.3
or otherwise directing the investment of the assets allocated to a
Participant's account by use of the telephone system maintained for such
purpose by the trustee or its agent, the Trustee shall be entitled to rely
on any telephonic direction reasonably believed by it to be genuine from any
person representing himself or herself to be a Participant directing the
investment of assets in his or her account, provided that the Trustee
employs reasonable procedures for processing such directions, such as
requiring a form of personal identification, to confirm that telephonic
directions are genuine. If the Trustee does not follow such procedures, it
may be liable for any losses due to processing unauthorized or fraudulent
directions. Subject to the foregoing, the Trustee shall be entitled to rely
entirely on Participants' directions, shall be under no duty to determine or
make inquiry whether Participants' directions are in accordance with the
provisions of the Plan or applicable law, and shall have no liability and
shall be fully indemnified by the Employer for any action taken in
accordance with, or any failure to act in the absence of, Participants'
directions.
Section 2.2 Except to the extent an Investment Manager has been appointed
pursuant to Section 2.5, the Committee shall have authority and discretion
to select the nature and amount of the investments to be made under the
Plan. Subject to Section 2.5, the Trustee shall invest, reinvest and
dispose of the assets comprising the Trust Fund in accordance with the
Committee's Directions. The Committee shall exercise such authority and
discretion solely in the interest of the Participants and their
beneficiaries and (1) for the exclusive purpose of (a) providing benefits to
the Participants and their beneficiaries and (b) defraying reasonable
expenses of administering the Plan, (2) with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person
acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims, (3) by
diversifying the investments of the Plan so as to minimize the risk of large
losses, unless under the circumstances it is clearly prudent not to do so
and (4) in accordance with the terms of the Plan and with applicable law.
The Trustee shall have no duty hereunder to review the investments held in
the Trust Fund. The Trustee shall not make suggestions or otherwise render
investment advice to the Committee or any Participant with respect to
investment, reinvestment, or disposition of assets held in the Trust Fund.
Section 2.3. Except to the extent required under applicable law, the
authority and discretion of the Trustee with respect to the Trust Fund shall
be limited to the following nondiscretionary powers which, with the
exception of those powers set forth in Section 2.3(0), shall be exercised
solely in accordance with the Committee's Directions or, to the extent
provided in Section 2.1.2, the directions of Participants or, to the extent
provided in Section 2.5, the directions of an Investment Manager:
(a) To open and maintain accounts for the Plan, and to the extent that
the Plan is a "defined contribution plan" (within the meaning of
Section 3(34) of ERISA), individual accounts for each of the
Participants.
(b) To receive contributions from the Employer and to credit
contributions made by the Employer to the individual accounts of
Participants established pursuant to paragraph (a) above.
(c) To invest contributions made by the Employer and other assets of
the Plan in shares of any investment company sponsored, managed,
advised, administered or distributed by The Dreyfus Corporation or
any of its affiliates (the "Dreyfus Funds"), in equity securities
issued by the Employer or an affiliate which are publicly traded
and which are "qualifying employer securities" within the meaning
of Section 407(d)(5) of ERISA ("Employer Stock"), in any
collective investment fund maintained by a bank or trust company
as a "group trust" for the collective investment of employee
benefit plans qualified under Section 401(a) of the Code, and such
other investments as may be acceptable to the Trustee and as
agreed to in writing by The Dreyfus Corporation ("Sponsor") and
the Committee (the Dreyfus Funds and such other investments shall
be collectively referred to as the "Investments"); and to reinvest
dividends and other distributions in the Dreyfus Funds or other
Investments provided, however, that if the Plan is established
pursuant to one of the Sponsor's prototype plan documents,
investments shall be subject to such investment limitations or
minimum requirements for investments in Dreyfus Funds as may be
imposed by the Sponsor. The Employer hereby agrees that the
Trustee shall not be restricted in making such investments to
investments that are authorized by governing state laws (as
determined under Section 9.5) for the investment of trust funds.
If Plan assets are invested in any group trust, the terms of the
group trust agreement or other governing document are hereby
incorporated by reference and made a part of the Trust Agreement
as long as the group trust remains exempt from taxation under
Section 501(a) of the Code. The Trustee shall not be responsible
in any way respecting the form, terms, payment provisions or
issuer of any insurance contract which it is directed to purchase
and/or hold to provide for the payment of benefits, or for
performing any functions under any such insurance contract which
it may be directed to purchase and/or hold as contract holder
thereunder (other than the execution of any documents incidental
thereto and transfer or receipt of funds thereunder in accordance
with the Committee's Directions).
(d) To redeem, transfer or exchange shares of the Dreyfus Funds, to
sell, exchange, convey, transfer or otherwise dispose of any other
Investments; and to make, execute and deliver to the purchasers
thereof good and sufficient legal documents of conveyance
therefor, and all assignments, transfers and other legal
instruments, either necessary or convenient for passing the title
and ownership of the Investments, and no person dealing with the
Trustee shall be bound to see to the application of the purchase
money or to inquire into the validity, expediency or propriety of
any such sale or disposition.
(e) To make distributions from the Trust Fund to Participants and
their beneficiaries.
(f) To deliver notices, prospectuses and proxy statements to
Participants or to the Employer, and to vote in person or by proxy
with respect to any securities held by the Trust Fund in
accordance with the written directions of the Committee or of the
Participants, as the case may be; and in accordance with such
power, to exercise subscription, conversion and other rights and
options and to take action or refrain from taking any action with
respect to any reorganization, consolidation, merger, dissolution
or other recapitalization or refinancing to the extent that the
exercise of such rights and options or the taking or refraining
from such actions may be deemed by the Trustee to be necessary or
proper to protect the best interests of the Trust Fund.
(g) To maintain records of contributions, investments, distributions
and other transactions, and to report such transactions to the
Employer or such other persons as may be designated by the
Employer.
(h) To make necessary filings with the Internal Revenue Service, the
Department of Labor and other governmental agencies.
(i) To hold any part of the Trust Fund in cash or cash balances.
(j) To hold custody of the assets of the Plan; and with respect to any
such assets held in custody by the Trustee, to cause any
investment of the Trust Fund to be registered in the name of the
Trustee or the name of its nominee or nominees or to retain such
investment unregistered or in a form permitting transfer by
delivery, provided that the books and records of the Trustee shall
at all times show that all such investments are part of the Trust
Fund.
(k) To apply for, purchase, hold or transfer any life insurance,
retirement income, endowment or annuity contract.
(l) To consult and employ any suitable agent(s) to act on behalf of
the Trustee and to contract for legal, accounting, clerical and
other services deemed necessary by the Trustee to administer the
Trust Fund according to the terms of this Trust Agreement and the
instructions of the Committee.
(m) To make loans from the Trust Fund to Participants in amounts and
on terms approved by the Committee; and Employer hereby agrees
that the Committee shall have the sole responsibility, and the
Trustee shall not have any duty or responsibility, for computing
and collecting any loan repayments required to be made under the
Plan.
(n) To pay from the Trust Fund all taxes imposed or levied with
respect to the Trust Fund or any part thereof under existing or
future laws, and to contest the validity or amount of any tax,
assessment, claim or demand respecting the Trust Fund or any part
thereof.
(o) To pay out of the Trust Fund (i) all brokerage fees and transfer
tax expenses and other expenses incurred in connection with the
sale or purchase of investments, (ii) the Trustee's compensation
and (iii) all other expenses of administering the Plan and the
Trust Fund including, without limitation, any payments authorized
by Section 1.4 of this Agreement, unless promptly paid to the
Trustee, or otherwise, by the Employer. The Trustee shall have
the authority to pay all fees and expenses described in this
Section 2.3(0) out of the Trust Fund in the event such fees and
expenses are not promptly paid by the Employer and the Trustee is
not in receipt of Committee Direction to make such payments.
(p) To do all such acts, and to exercise all such rights and
privileges, although not specifically mentioned herein, as the
Trustee may deem necessary or proper to carry out any of the
nondiscretionary powers set forth herein or otherwise in the best
interests of the Trust Fund and required by applicable law.
Section 2.4. Investments in Employer Stock shall be subject to the
following notwithstanding any other provision in this Trust Agreement:
(a) In accordance with the Committee's Directions, the Trust Fund may
be invested in Employer Stock without regard to the ten percent
(10%) limitation with respect to the acquisition and holding of
employer securities set forth in Section 407(a)(2) of ERISA if the
Plan qualifies as an "eligible individual account plan" under
Section 407(d)(3) of ERISA.
(b) The Committee shall be responsible for determining the
appropriateness under the fiduciary responsibility and other
applicable provisions of ERISA of acquiring and holding Employer
Stock. The Trustee shall not be liable for any loss, or by reason
of any breach, which arises from following directions with respect
to the acquisition and holding of Employer Stock.
(c) Subject to the provisions of Section 2.4(d), the Trustee shall
purchase and sell Employer Stock in accordance with such
procedures and guidelines as annexed hereto as Schedule A.
(d) At the Committee's Directions, the Trustee shall purchase or sell
Employer Stock on the open market or from or to the Employer. In
addition, the Employer may contribute Employer Stock in lieu of
cash to the Trust Fund. In the event the Trustee uses one of its
affiliates to effect the purchase or sale of Employer Stock, the
Trustee and such affiliate shall comply with the provisions of
Prohibited Transaction Class Exemption 86-128. In the event that
the Committee directs the Trustee to use a particular broker or
dealer to effect the purchase or sale of Employer Stock, the
Committee shall represent to the Trustee that such direction (i)
is for the exclusive benefit of Participants and Beneficiaries of
the Plan, and (ii) shall not constitute, or cause the Trust Fund
to be engaged in, a "prohibited transaction" as defined in Section
406 of ERISA. In the event the Trustee purchases or sells
Employer Stock from or to the Employer, such purchase or sale
shall be for "adequate consideration" as defined in Section 3(18)
of ERISA and no commission shall be charged. In the event that
the Employer contributes Employer Stock in lieu of cash to the
Trust Fund, such transfer shall be for "adequate consideration" as
defined in Section 3(18) of ERISA and no commission shall be
charged.
(e) The Employer represents and warrants that it has filed and will
file with the Securities and Exchange Commission and with all
applicable state agencies or authorities all required registration
statements relating to shares of Employer Stock and other
interests which may be issued under the Plan. The Employer
acknowledges that it is and shall be responsible for, and that the
Trustee shall not be responsible for, preparing or filing such
registration statements or for the accuracy of statements
contained therein, or for preparing or filing any other reports,
statements or filings required under federal or state securities
laws with respect to the Trust Fund's investment in Employer
Stock.
(f) The Employer shall provide the Trustee with a copy of all proxy
solicitation materials proposed to be sent to stockholders at
least (7) days before the materials are sent to stockholders or if
the issuer of Employer Stock held in the Trust Fund files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Employer shall cause a copy of all
materials to be simultaneously sent the Trustee. The Trustee, in
its discretion, may prepare or amend any proxy voting form sent to
Participants. The Trustee shall determine which of the procedures
set forth in subparagraph (f)(i) or subparagraph (f)(ii) are to be
followed in sending proxy solicitation materials, including any
amended or supplemental materials, to Participants.
(i) The Trustee shall provide the Employer or its designee with
mailing labels and proxy labels for each Participant to whose
account shares of Employer Stock (both vested and non-vested)
are credited. Proxy labels so provided shall indicate the
number of shares (including fractional interests in shares)
of Employer Stock credited to each Participant's account
(both vested and non-vested). At the time of mailing of
notice of each annual or special stockholders' meeting of the
issuer of Employer Stock, the Employer or its designee shall
cause a copy of the notice, all proxy solicitation materials,
and all other materials to be sent to stockholders to be sent
to each affected Participant. The Employer shall provide the
Trustee with a copy of all materials provided to Participants
and shall certify to the Trustee that the materials have been
mailed or otherwise sent to each affected Participant.
(ii) The Employer shall provide the Trustee with such quantities
of the notice of meeting, all proxy solicitation materials
and all other materials to be sent to stockholders as may be
requested by the Trustee. At the time of mailing of notice
of each annual or special stockholders' meeting of the issuer
of the Employer Stock, the Trustee or its designee shall send
a copy of such materials and a voting instruction form
prepared by the Trustee to each affected Participant.
The proxy voting form shall be returnable to the Trustee or its
designee. Each Participant shall be entitled to direct the
Trustee by means of the proxy voting form as to the voting of
shares (including fractional interests in shares) of Employer
Stock credited to such Participant's account (both vested and non-
vested). Upon timely receipt of the proxy voting form, the
Trustee shall vote the shares of Employer Stock as instructed.
Instructions received by the Trustee from Participants shall be
held by the Trustee in strict confidence and shall not, except as
may be required by law, be divulged or released to any person
including officers or employees of the Employer or members of the
Committee; provided, however, that the Trustee may advise the
Employer, upon request, of the total number of votes that have
been cast with respect to a particular issue. The Trustee shall
not make recommendations to Participants on whether to vote or how
to vote shares of Employer Stock. The Trustee shall not vote
shares of Employer Stock credited to a Participant's account for
which it has not received instructions from the Participant. The
Trustee shall not be obligated to solicit a response from
Participants from whom it has not received instructions. The
Trustee shall vote shares of Employer Stock not credited to
Participants' accounts in the same proportion on each issue as it
votes those shares credited to Participants' accounts for which it
received voting instructions from Participants.
(g) In the event of a tender or exchange offer for any Employer Stock
held in the Trust Fund, the Trustee shall use its best efforts to
distribute or cause to be distributed to each affected Participant
in a timely manner all information and materials that are
distributed to the stockholders of the issuer of the Employer
Stock in connection with the offer and directions as to how the
Participant may instruct the Trustee whether or not to tender or
exchange the Employer Stock credited to the Participant's account
(both vested and non-vested). Alternatively, the Trustee may
agree that the notification of Participants and distribution of
the information, materials and directions described above are to
be effected by the Employer or its designee. In such event, the
Employer shall provide the Trustee with a copy of all information,
materials and directions provided to Participants and shall
certify to the Trustee that the information, materials and
directions have been mailed or otherwise sent to each affected
Participant. The Trustee, in its discretion, may prepare or amend
any instruction form sent to Participants. Instructions shall be
returnable to the Trustee or its designee. Each Participant shall
be entitled to direct the Trustee to tender or exchange shares
(including fractional interest in shares) of Employer Stock
credited to such Participant's account (both vested and non-
vested). Upon timely receipt of instructions, the Trustee shall
act with respect to Employer Stock as instructed. Instructions
received by the Trustee from Participants shall be held by the
Trustee in strict confidence and shall not, except as may be
required by law, be divulged or released to any person including
officers or employees of the Employer or members of the Committee;
provided, however, that the Trustee may advise the Employer, upon
request, of the total number of shares of Employer Stock that have
been tendered or exchanged. The Trustee shall not make
recommendations to Participants on whether to tender or exchange.
The Trustee shall not tender or exchange shares of Employer Stock
credited to a Participant's account for which it has not received
instructions from the Participant. The Trustee shall not be
obligated to solicit a response from Participants from whom it has
not received instructions. The Trustee shall tender or exchange
that number of shares of Employer Stock not credited to
Participants' accounts which is determined (after giving effect to
the withdrawal of any shares of Employer Stock before the
expiration of the offer or any earlier date set by the Trustee) by
multiplying the total number of shares of Employer Stock not
credited to Participants' accounts by a fraction of which the
numerator is the number of shares of Employer Stock credited to
Participants' accounts for which the Trustee has received
instructions from Participants to tender or exchange and of which
the denominator is the total number of shares of Employer Stock
credited to Participants' accounts. A Participant who has
instructed the Trustee to tender or exchange shares of Employer
Stock credited to such Participant's account may, at any time
prior to the expiration of the offer or any earlier date set by
the Trustee, instruct the Trustee to withdraw a specified number
of shares from the offer. A Participant shall not be limited as
to the number of instructions that the Participant may give to the
Trustee. If a Participant instructs the Trustee to tender or
exchange shares of Employer Stock credited to the Participant's
account, the Trustee shall credit to each account of such
Participant from which the shares were taken the consideration
received by the Trustee for the shares of Employer Stock tendered
or exchanged from that account. Pending receipt of Committee
Directions or, to the extent provided in Section 2.1.2 of the
Trust Agreement, instructions from the Participant as to the
investment of such proceeds, the Trustee shall invest any cash
consideration in such money market mutual fund as is designated in
writing by the Committee.
(h) For purposes of this Section 2.4, the number of shares of Employer
Stock deemed "credited" to a Participant's account shall be
determined as of the last preceding valuation date for which an
allocation has been completed and Employer Stock has actually been
credited to Participants' accounts. The Trustee may, in its
discretion, require a special valuation of Participant accounts
and crediting of Employer Stock.
(i) In the event that the Trustee, in its discretion, determines that
time constraints make it unlikely that Participant voting or
tender or exchange instructions can be received in a timely
fashion, the Trustee shall notify the Committee and the Committee
or its designee shall be responsible for such matter, and the
Trustee shall vote proxies or respond to a tender or exchange
offer in accordance with the Committee's Directions.
(j) All costs incurred by the Trustee in handling proxy and tender or
exchange offer matters, including without limitation all costs
associated with the printing and mailing of Participant
instruction forms and other materials and attorneys' fees, shall
be expenses of the Trust Fund within the meaning of Section 6.1 of
the Trust Agreement.
Section 2.5. If permitted by the Plan, the Employer or the Committee may
appoint one or more investment managers within the meaning of Section 3(38)
of ERISA ("Investment Manager") to direct investments with respect to all or
part of the Trust Fund. Any Investment Manager so appointed shall be (i) an
investment adviser registered as such under the Investment Advisers Act of
1940, or (ii) a bank, as defined in that Act, or (iii) any insurance company
qualified to perform investment management services under the laws of more
than one state. Any Investment Manager so appointed shall, in writing,
certify to the Employer that it is qualified to act in such capacity under
clause (i), (ii) or (iii) of the preceding sentence, accept its appointment
as Investment Manager, acknowledge that it is a fiduciary with respect to
the Plan, and certify the identity of the person or persons authorized to
give instructions or directions on its behalf. The Employer shall certify
to the Trustee that it has appointed each Investment Manager in accordance
with the provisions of the Plan and ERISA, and instruct the Trustee as to
the portion of the Plan that is to be managed by each Investment Manager.
The Trustee may continue to rely upon all certifications and agreements made
under this Section 2.5 unless otherwise notified in writing by the Employer
or the Investment Manager, as the case may be. The Trustee shall be
entitled to rely entirely on an Investment Manager's directions, shall be
under no duty to determine or make inquiry whether an Investment Manager's
directions received by it are in accordance with the provisions of the Plan
or applicable law, and shall have no duty to review or recommend the sale,
retention, or other disposition of any asset purchased or retained in
accordance with an Investment Manager's directions. The Trustee shall have
no liability for any loss to the Trust Fund resulting from the purchase,
sale, or retention of any asset in accordance with an Investment Manager's
directions, or resulting from not having sold such assets so purchased or
retained in the absence of an Investment Manager's directions, to make such
sale or take any other action. The Trustee shall be fully indemnified by
the Employer for any action taken in accordance with, or any failure to act
in the absence of, an Investment Manager's directions.
ARTICLE III
DUTIES AND RESPONSIBILITIES
Section 3.1.1. The Trustee shall discharge its duties and responsibilities
under this Trust Agreement solely in the interest of Participants and their
beneficiaries, and
(a) for the exclusive purpose of providing benefits to the
Participants and their beneficiaries and defraying the reasonable
expenses of administering the Plan;
(b) with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in a
like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.
Section 3.1.2. In the event that the Employer designates The Dreyfus Trust
Company ("The Trust Company") as the Trustee in the Adoption Agreement
hereto, and the Trustee has been designated as an additional Trustee for the
Plan, The Trust Company as Trustee shall have no responsibilities other than
as set forth herein, and this Trust Agreement shall constitute a
supplemental trust agreement. The duties of The Trust Company shall be
limited to assets held in the Trust Fund, and The Trust Company shall have
no duties with respect to assets held by any other person including, without
limitation, any other trustee for the Plan. The Employer hereby agrees that
The Trust Company shall not serve as, and shall not be deemed to be, a
co-trustee under any circumstances.
Section 3.1.3. Subject to the limitations set forth in Section 3.1.2
herein, in the event that more than one individual Trustee has been
designated in the Adoption Agreement, the action of such individual Trustees
shall be determined by vote of the majority of such individual Trustees;
provided, however, that any one of such individual Trustees may execute any
applications for insurance or annuity contracts provided for herein and
documents necessary for the exercise of ownership rights thereunder and may
perform other such ministerial acts; and further provided, that the Trustees
may enter into an agreement allocating among themselves specific
responsibilities, obligations and duties.
Section 3.1.4. The Trustee shall be solely responsible for its own acts and
omissions. The Trustee shall have no duty to question, or otherwise inquire
into, the performance of another fiduciary with respect to duties allocated
to such other fiduciary under the Plan. The Trustee shall not be
responsible for the breach of any other such fiduciary unless the Trustee
(i) participates knowingly in, or knowingly undertakes to conceal, an act or
omission of such other fiduciary, knowing such act or omission is a breach,
(ii) has actual knowledge of a breach by such other fiduciary and fails to
make reasonable effort under the circumstances to remedy the breach or (iii)
has failed to perform its own specific fiduciary duties and thereby has
enabled another fiduciary to commit a breach.
Section 3.2. The Trustee shall keep full and accurate records of all
receipts, investments, disbursements and other transactions hereunder,
including such specific records as may be agreed upon in writing between the
Company, the Committee and the Trustee. All such records shall be open to
inspection during the Trustee's normal business hours by any authorized
representative of the Employer or the Committee upon reasonable prior notice
to the Trustee.
Section 3.3. Within 90 days after the end of each Plan Year, as that term
is defined in the Plan, or within 90 days after its removal or resignation,
or the termination of the Plan or this Trust Agreement, the Trustee shall
file with the Committee a written account of the administration of the Trust
Fund showing all transactions effected by the Trustee subsequent to the
period covered by the last such accounting, if any, to the end of such Plan
Year or date of such removal or resignation, or the termination of the Plan
or this Trust Agreement, and all property held at its fair market value at
the end of the accounting period. Upon approval of such accounting by the
Committee, neither the Employer nor the Committee shall be entitled to any
further accounting by the Trustee. The Committee shall approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within 60 days from the date on which the accounting is mailed to
the Committee and, in either case, the Trustee shall be forever released and
discharged from all liability and accountability with respect to the
propriety of its acts and transactions as to which the Committee shall
within such 60 day period file with the Trustee no such written objections.
Section 3.4. The Trustee may from time to time consult with counsel and
shall be entitled to rely entirely upon the advice of counsel with respect
to any act or omission.
Section 3.5. In the event of any disagreement resulting in conflicting
instructions to, or adverse claims or demands upon, the Trustee with respect
to payments or instructions, the Trustee shall be entitled, at its option,
to refuse to comply with any such instruction, claim or demand so long as
such disagreement shall continue, and in the exercise of such refusal, the
Trustee may elect not to make any payment or other disposition of assets
held pursuant to this Trust Agreement. The Trustee shall not be or become
liable in any way for its failure or refusal to comply with any such
conflicting instructions or adverse claims or demands, and it shall be
entitled to continue to refrain from acting until such conflicting or
adverse instructions, claims or demands (a) shall have been adjusted by
agreement and it shall have been notified in writing therefor or (b) shall
have been finally determined in a court of competent jurisdiction.
Section 3.6. The Trustee shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Trust Agreement or generally, and no waiver shall be valid unless it is
contained in a written instrument signed by the Trustee and only to the
extent expressly set forth therein. A waiver by the Trustee under the terms
of this Trust Agreement shall not be construed as a bar to, or waiver of,
the same or any other such right or remedy that it would otherwise have on
any other occasion.
Section 3.7. The Trustee will not be compelled to do any act under this
Trust Agreement or to take any action toward the execution or enforcement of
the Trust Fund created hereunder or to prosecute or defend any suit in
respect thereof, unless
indemnified by the Employer to its satisfaction against any loss, costs,
liability and expense; and the Trustee will be fully indemnified by the
Employer for any liability or obligation to any person that results from any
failure on the part of the Employer or the Committee to perform any of their
respective obligations under the Plan or under the terms of this Trust
Agreement, or for any error or omission whatsoever on the part of the
Committee or the Employer.
Section 3.8. Unless resulting from the Trustee's own gross negligence or
willful misconduct, the Employer shall indemnify the Trustee and save it
harmless from, against, for and in respect of any and all damages, losses,
obligations, liabilities, liens, deficiencies, costs and expenses
(including, without limitation, attorney's fees and other costs and expenses
incident to any suit, action, investigation, claim or proceedings) suffered,
sustained, incurred or required to be paid by the Trustee in connection with
the Plan or this Trust Agreement. The provisions of this Section 3.8 shall
survive termination of this Trust Agreement.
ARTICLE IV
PROHIBITION OF DIVERSION
Section 4.1. Except as provided in Section 4.2 herein, at no time prior to
the satisfaction of all liabilities with respect to Participants and their
beneficiaries under the Plan shall any part of the corpus or income of the
Fund be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their beneficiaries, or for defraying reasonable
expenses of administering the Plan.
Section 4.2.1. Notwithstanding the provisions of Section 4.1, but subject
to the provisions of Section 4.2.2 herein, contributions made by the
Employer under the Plan shall be returned to the Employer under the
following conditions and only as the Trustee is instructed in writing by the
Committee:
(a) If a contribution is made by mistake of fact, such contribution
shall be returned to the Employer within one year of the payment
of such contributions;
(b) To the extent that contributions to the Plan are specifically
conditioned upon their deductibility under the Code, and a
deduction is disallowed for any such contribution, it shall be
returned to the Employer within one year after the disallowance of
the deduction; and
(c) To the extent that contributions to the Plan are specifically
conditioned on initial qualification of the Plan under the Code,
and the Plan is determined to be disqualified, contributions and
the earnings thereon made in respect of any period subsequent to
the effective date of such disqualification shall be returned to
the Employer within one year after the date of denial of
qualification, provided that the Employer makes timely application
to the Internal Revenue Service for a determination of the
qualified status of the Plan.
Section 4.2.2 Earnings attributable to any contributions returned to the
Employer under Sections 4.2.1(a) and 4.2.1 (b) shall not be returned to the
Employer. Losses attributable to any contributions returned to Employer
under Section 4.2.1 shall reduce the amount to be so returned.
ARTICLE V
COMMUNICATION WITH COMMITTEE AND THE EMPLOYER
Section 5.1. Except as otherwise specifically provided herein, any action
by an Employer that is a corporation pursuant to any of the provisions of
this Trust Agreement shall be evidenced by (1) a resolution of its board of
directors (the "Board") certified to the Trustee over the signature of its
Secretary or Assistant Secretary or other duly authorized agent under the
corporate seal, if any, or (2) by appropriate written authorization of any
person or committee to which the Board has delegated the authority to take
such action. Any action by an Employer that is a partnership or a sole
proprietorship shall be evidenced by a written certification of a general
partner of the partnership or the sole proprietor, as the case may be. The
Trustee shall be entitled to rely entirely on, and shall be fully
indemnified by the Employer for acting in accordance with, any such
resolution, certification or other authorization.
Section 5.2. The Employer shall provide to the Trustee a certificate,
signed by an authorized officer of the Employer, that contains (a) the name,
(b) specimen signature and (c) a description of the specific powers and
duties, of each member of the Committee. The Employer shall give prompt
written notice of any change in the identity, powers or duties of any member
of the Committee, and the Trustee shall be entitled to rely entirely on its
failure to receive such notice as a certification of the Employer that a
designated member of the Committee and such member's duties and powers have
not been changed. The Trustee shall have no duty to inquire into the
qualifications of any member of the Committee.
Section 5.3. The Committee's Directions shall be communicated to the
Trustee in a certificate that sets forth the action of the Committee, signed
by the person then acting as Chairman or Secretary of the Committee, or in a
written statement signed by any two or more members of the Committee or any
person or agent designated to act on behalf of the Committee. Such person
or agent shall be so designated either under the provisions of the Plan or
in a certificate by the Committee that contains (a) the name, (b) specimen
signature and (c) a description of the specific powers and duties of each
such person or agent. The Committee shall give prompt written notice of any
change in the identity, powers and duties of any such person or agent, and
the Trustee shall be entitled to rely entirely on its failure to receive
such notice as a certification of the Committee that the identity, powers
and duties of such person or agent have not been changed.
Section 5.4. The Trustee shall have no liability hereunder for any action
taken in good faith in reliance upon any instructions, directions,
certifications and communications believed by the Trustee to be genuine and
to have been signed or communicated by the proper person.
ARTICLE VI
TRUSTEE'S COMPENSATION; EXPENSES
Section 6.1. The Trustee shall receive reasonable compensation for its
services in accordance with its schedule of compensation in effect when such
services are rendered. The Trustee may amend the schedule from time to
time, which amendment shall become effective no earlier than 30 days after
written notice is sent to the Employer. The Trustee shall also be entitled
to reimbursement for all reasonable expenses incurred by it in the
performance of its duties hereunder including, without limitation, any
expenses incurred in the consultation or employment of any agent pursuant to
Section 2.3(l). Any such compensation or expenses and any income or other
taxes which may be levied against the Trust Fund shall be paid out of the
Trust Fund, unless paid directly by the Employer.
ARTICLE VII
RESIGNATION AND REMOVAL OF TRUSTEE
Section 7.1. The Trustee may resign at any time by written notice to the
Employer which shall be effective 30 days after delivery to the Employer of
such notice, provided that a successor Trustee shall have been appointed by
the Employer; provided, however, that such notice may be waived by the
Employer.
Section 7.2. The Trustee may be removed by the Employer at any time upon 30
days' prior written notice to the Trustee, provided that a successor Trustee
shall have been appointed by the Employer; provided, however, that such
notice may be waived by the Trustee.
Section 7.3. The appointment of a successor Trustee hereunder shall be
accomplished by and shall take effect upon the delivery to the resigning or
removed Trustee, as the case may be, of written notice from the Employer
appointing such successor Trustee, and an acceptance in writing of the
successor Trustee. Any successor Trustee may be either a corporation
authorized and empowered to exercise trust powers or one or more
individuals. All of the provisions set forth herein with respect to the
Trustee shall relate to each successor Trustee so appointed with the same
force and effect as if such successor Trustee had been originally named
herein as the Trustee hereunder. If a successor Trustee shall not have been
appointed within 30 days after delivery to the Employer of notice of the
Trustee's resignation pursuant to Section 7.1, the resigning Trustee may
apply to a court of competent jurisdiction for the appointment of a
successor Trustee.
Section 7.4. Upon the appointment of a successor Trustee, the resigning or
removed Trustee shall transfer and deliver the Trust Fund to such successor
Trustee, after reserving such reasonable amounts as are necessary to provide
for its reasonable expenses in the settlement of its account, the amount of
any compensation due to it and any sums chargeable against the Trust Fund
for which it may be liable. If the sums so reserved are not sufficient for
such purposes, the resigning or removed Trustee shall be entitled to
reimbursement for any deficiency from the Employer or out of the Trust Fund.
Section 7.5. At the time the Trust Fund shall have been transferred and
delivered to a successor trustee and the accounts of the Trustee have been
approved pursuant to Section 3.3 herein, the Trustee shall be released and
discharged from all further accountability or liability for the Trust Fund
and shall not be responsible in any way for the further disposition of the
Trust Fund or any part thereof.
ARTICLE VIII
AMENDMENT AND TERMINATION OF THE TRUST AND PLAN
Section 8.1. The Employer may terminate this Agreement at any time upon 30
days' prior written notice delivered to the Trustee; provided that such
termination by the Employer is subject to the condition that a new trustee
assumes the responsibilities and functions of the Trustee as set forth
herein; and provided, further, that the trusteeship shall, if terminated by
the Employer, continue thereafter for such period as may be necessary for
the complete divestiture to a newly appointed trustee of all assets held in
the Trust Fund.
Section 8.2. If the Plan is terminated in whole or in part, or if the
Employer permanently discontinues its contributions to the Plan, the Trustee
shall distribute the Fund or any part thereof in accordance with the
Committee's Directions. Upon the Employer's termination of the Plan in
whole or in part or the revocation or termination of this Trust Agreement,
the Trustee shall have the right to have its accounts approved. When the
Trust Fund shall have been so applied or distributed, and the accounts of
the Trustee shall have been approved pursuant to Section 3.3 herein, the
Trustee shall not be responsible in any way for the further disposition of
the Trust Fund (or that part thereof so applied or distributed, if the Plan
is terminated only in part). The Trustee shall have the right to withhold
distribution or application of any part of the Trust Fund unless and until
written approval of any such termination has been granted by the Internal
Revenue Service and, if the Plan is subject to the jurisdiction of the
Pension Benefit Guaranty Corporation (the "PBGC"), (a) the period of time
set forth in Section 4041(b)(2)(C) of ERISA has elapsed and the PBGC has not
issued any notice of noncompliance or (b) the PBGC has notified the Plan
Administrator that the requirements or a distress termination have been met
pursuant to Section 4041(c)(3)(A) of ERISA. Assets of the Trust Fund shall
not be returned to the Employer unless and until the Employer has delivered
to the Trustee (a) a certification of an enrolled actuary stating that there
is an amount remaining in the Trust Fund that is not required for the
payment of the benefits provided under the Plan for participants or their
beneficiaries and (b) an opinion of counsel satisfactory to the Trustee,
stating that such return of assets is permitted under the terms of the Plan
and applicable law.
Section 8.3. This Trust Agreement may be amended or modified by a written
agreement signed by the parties hereto or by the Trustee upon 60 days' prior
written notice to the Employer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 9.1. This Trust Agreement shall be adopted by execution of the
Adoption Agreement.
Section 9.2. In the event that any provision of this Trust Agreement is
deemed or held to be unlawful or invalid for any reason, such event shall
not adversely affect any other provision contained herein unless such
illegality shall make impossible or impracticable the functioning of this
Trust Agreement, and in such case, the appropriate parties shall immediately
amend this Trust Agreement.
Section 9.3. The titles and headings of the Sections in this instrument are
placed herein for convenience of reference only. In the event of any
conflict, the text of this instrument, rather than such titles or headings,
shall control the interpretation of any of the terms and provisions
contained herein.
Section 9.4. Except as otherwise specifically provided herein, all notices
or other communications required or permitted to be given pursuant to this
Agreement shall be given in writing and delivered by personal delivery or
sent by U.S. first class mail, postage prepaid, addressed to their last
respective address of record.
Section 9.5. The construction, validity and administration of this Trust
Agreement shall be governed by the laws of the state where the Trustee has
its principal place of business, except to the extent that such laws are
preempted by ERISA.
This Dreyfus 403(b)(7) Retirement Plan (the "Plan") is intended for the
use of eligible persons who may wish to have Employer contributions
invested in shares of any regulated investment company under the
Investment Company Act of 1940, as amended (a "Fund"), which is approved
by Dreyfus Service Corporation (the "Sponsor") upon the following terms
and conditions and in accordance with the provisions of the Internal
Revenue Code of 1986, as amended (the "Code").
I. Eligibility
Any person who performs services as an Employee (the "Employee") for an
Employer (the "Employer"), which is an organization described in Section
501(c)(3) of the Code and is exempt from tax under Section 510(a) of the
Code, or who performs services as an Employee for an educational institution
(as defined in Section 170(b)(1)(A)(ii) of the Code), which is a State or a
political subdivision of a State or an agency or instrumentality thereof,
and who obtains the consent of such Employer to participate herein, is
eligible to adopt this Plan.
II. Participation
An eligible person may adopt this Plan by signing and mailing the
Custodial Account Application (the "Application") to The Dreyfus Trust
Company, as Custodian (the "Custodian"). The Application and the Salary
Reduction Agreement entered into between the Employee and the Employer, if
applicable, are incorporated herein by reference and are made a part of
this Plan. This Plan and the Dreyfus 403(b)(7) Retirement Plan Custodial
Agreement (the "Custodial Agreement") will be deemed to be adopted when
the Custodian shall have indicated its written acceptance of the
Application and its appointment as Custodian on the Application.
III. Contributions
The Employee may direct the Employer to contribute cash to the Employee's
account established and maintained pursuant to the Custodial Agreement
(the "Custodial Account") in accordance with the Salary Reduction
Agreement entered into between the Employee and the Employer. Such
contributions may be made to the extent they do not exceed $9,500 or any
greater amount permitted by Section 402(g) of the Code. The Employer may
also make non-elective cash contributions to the Custodial Account on
behalf of the Employee. Contributions in accordance with a Salary
Reduction Agreement and non-elective Employer contributions may be made to
the extent that they do not constitute "excess contributions" as that term
is defined in Section 4973(c) of the Code (an "Excess Contribution"). In
addition, the Employee or Employer may, in accordance with the Code,
transfer or cause to be transferred in cash the Employee's balance in any
other 403(b) plan, and the Employee may make a rollover contribution of
any qualifying distribution from a 403(b) plan.
The Sponsor, the Fund(s) and the Custodian shall not be responsible for
determining the amount that may be contributed to the Custodial Account on
behalf of the Employee, nor shall any of them be responsible to recommend
or compel an Employer to make contributions to the Custodial Account. If
during any taxable year the Employer contributed an amount that is an
Excess Contribution, such Excess Contribution and any income attributable
thereto shall, upon the written request of the Employee, be paid to the
Employee by the Custodian or, at the Employee's election, be applied
toward a contribution for the current or subsequent taxable year. If the
amount of contributions made to the Custodial Account for any taxable year
pursuant to a Salary Reduction Agreement exceeds the applicable dollar
limitation of Section 402(g) of the Code, and is designated by the
Employee, in writing, no later than March 1 of the following year, then
the amount of contributions in excess of such limitation plus allocable
earnings through the date of distribution shall be distributed by the
Custodian no later than April 15 of the following year.
The interest of the Employee in the Custodial Account shall be non-
forfeitable at all times, may not be assigned, and shall not be subject to
alienation, assignment, trustee process, garnishment, attachment,
execution or levy of any kind, except with regard to payment of the
expenses of the custodian as authorized by the provision of this Plan and
the Custodial Agreement, and except as required by law.
IV. Investment of Contributions
All contributions made or caused to be made to the Custodial Account by
the Employer on behalf of the Employee shall be applied by the Custodian
to purchase shares of the Fund(s) designated in writing by the Employee on
the Application or such other form as may be acceptable to the Custodian.
The Employee may direct the transfer of assets held in the Custodial
Account from one Fund to another Fund at any time and from time to time,
subject to the terms and conditions set forth in the then current
Prospectus of the applicable Fund.
All income dividends and capital gains distributions shall be reinvested
in additional shares of the Fund(s) so designated by the Employee.
The Employee may, however, authorize and direct the Custodian in writing
to exchange any or all shares of any Fund held in the Custodial Account
for shares of any other Fund subject to, and in accordance with, the terms
and conditions of any exchange privilege, including the telephone exchange
privilege, offered with respect to Fund Shares as described in the then
current Prospectus of the applicable Fund.
In addition, and where allowed by the Sponsor, the Employee may authorize
an investment advisor to make exchanges for all amounts maintained in the
Custodial Account under the Plan, subject to, and in accordance with, such
terms and conditions as may be agreed upon in writing from time to time by
the Sponsor and the Custodian.
If the Employee elects the telephone exchange privilege on the Application
or on another form acceptable to the Custodian, or if the Employee
authorizes an investment advisor to make exchanges as described above, the
Custodian shall be entitled to rely and act upon telephonic instructions
received from any person directing the exchange of any or all Fund Shares
held by the Custodian for the benefit of the Employee, and shall be fully
protected by the Employee in acting in accordance with any such telephonic
instructions.
V. Distributions
A. The Employee, or the beneficiary or estate of the Employee in
the event of the Employee's death, shall be entitled to distribution
of the assets in the Custodial Account in a form provided in Section
V. B. below as follows:
l. upon termination of employment before attaining age 55;
2. upon becoming disabled;
3. upon retirement;
4. upon attaining age 59-1/2;
5. upon encountering financial hardship.
For the purposes of this Plan, retirement shall mean termination of
employment on or after attaining age 55. For purposes of this Plan,
the Employee shall be considered disabled if the Employee is unable
to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or to be of long, continued and
indefinite duration.
Only contributions that are made on behalf of the Employee pursuant
to the Salary Reduction Agreement entered into between the Employee
and the Employer may be distributed on account of financial hardship.
Non-elective Employer contributons and earnings on assets in the
Custodial Account may not be distributed on account of financial
hardship. For purposes of this Plan the term "financial hardship"
shall mean, but shall not be limited to, the purchase of a residence,
expenses incurred for the higher education of dependent children, and
illness sustained by the Employee or the Employee's dependents.
B. The Employee may elect a form of distribution from among the following
alternatives:
1. a single payment, in cash or kind;
2. equal or substantially equal monthly, quarterly or annual
installments over a period not to exceed the life
expectancy of such Employee or the joint life and survivor
expectancy of such Employee and his beneficiary; or
3. an immediate or deferred annuity contract purchased by the
Custodian, which provides for payments over the life of the
Employee or, if the Employee so elects, for payments over
the lives of the Employee and the Employee's beneficiary.
Such election shall be made at least sixty (60) days prior to the
date on which distribution is expected to be made or to begin. Such
an election shall be made in writing in such form as shall be
acceptable to the Custodian. If the Plan and Custodial Agreement are
determined to constitute an "employee pension benefit plan" subject
to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), then all distributions shall be subject to the qualified
joint and survivor annuity and qualified preretirement survivor
annuity rules of Section 205 of ERISA.
C. The Employee may designate a beneficiary(ies) of the Employee's
choosing and may, in addition, name a contingent beneficiary. Such
designation shall be made in writing in a form acceptable to the
Custodian. The Employee may at any time revoke the Employee's
designation of a beneficiary by filing with the Custodian a written
notice of such revocation or change in a form acceptable to the
Custodian. If no designation of a beneficiary shall have been made,
distribution shall be made to the estate of the Employee. A
beneficiary designation shall not be effective until received by the
Custodian while the Employee is alive.
D. Notwithstanding any other provision of this Section V, the Employee's
entire interest in the Custodial Account must be or begin to be,
distributed by the Employee's required beginning date, which is the
April 1 following the calendar year in which the Employee reaches age
70-1/2. Notwithstanding the preceding sentence, if the Employee had
attained age 70-1/2 prior to January 1, 1988, the required beginning
date is the later of age 70-1/2 or termination of employment. By the
applicable required beginning date, the Employee may elect in a manner
acceptable to the Custodian to have the balance in the Custodial
Account distributed in any of the methods described in section V.B.
above.
If the Employee does not choose any of the methods of distribution
described in Section V.B. above before the required beginning date,
distribution to the Employee will be made by that date in accordance
with Section V.B.2 above based on the Employee's life expectancy only,
without recalculation, and distribution will be made on an annual
basis. If the Employee elects a means of distribution described in
Section V.B.3 above, the annuity contract must satisfy the
requirements of Section 72 or 403(b)(1) of the Code. If the Employee
elects a means of distribution described in Section V.B.2 above, the
annual payment required to be made by the Employee's required
beginning date is for the calendar year the Employee reached age
70-1/2. Annual payments for subsequent years, including the year the
Employee's required beginning date occurs, must be made by December 31
of that year.
E. If the Employee dies before the Employee's entire interest is
distributed to the Employee, the entire remaining interest will
be distributed as follows:
1. If the Employee dies on or after the Employee's required
beginning date, and after distributions have commenced, the
entire remaining interest will continue to be distributed in the
same manner as before the Employee's death. The preceding
sentence shall not apply if the beneficiary(ies) elect otherwise
to have the remaining interest distributed in some other form
pursuant to Section V.B. above.
2. If the Employee dies before the Employee's required beginning
date, the entire remaining interest will, at the election of the
beneficiary(ies), either (a) be distributed by December 31 of
the year in which the 5th anniversary of the Employee's death
occurs, or (b) be distributed in equal or substantially equal
payments over the life or life expectancy of the designated
beneficiary(ies).
The election of either Subsections E.2(a) or E.2(b) above must be made
by December 31 of the year following the year of the Employee's death.
If the beneficiary(ies) do not elect either of the distribution
options described in Subsections E.2(a) and E.2(b) above, distribution
will be made in accordance with Subsection E.2(b) if the beneficiary
is the Employee's surviving spouse and in accordance with Subsections
E.2(a) if the beneficiary(ies) are or include anyone other than the
surviving spouse. In the case of distributions under Subsection
E.2(b), distributions must commence by December 31 of the year
following the year of the Employee's death. If the Employee's spouse
is the beneficiary, distributions need not commence until December 31
of the year the Employee would have attained age 70-1/2, if later.
3. In the case of distributions over life expectancy in equal or
substantially equal annual payments, to determine the minimum
annual payment for each year, the Employee's entire interest in
the Custodial Account as of the close of business on December 31
of the preceding year, will be divided by the life expectancy of
the Employee (or the joint life and last survivor expectancy of
the Employee and the Employee's beneficiary, or the life
expectancy of the beneficiary, whichever applies). In the case
of distributions over the joint life and survivor expectancy of
the Employee, the initial life expectancy (or joint life and
last survivor expectancy) will be determined using the attained
ages of the Employee and the beneficiary as of their birthdays
in the year the Employee reaches age 70-1/2. In the case of
distribution in accordance with Section E.2(a), life expectancy
will be determined using the attained age of the beneficiary as
of the beneficiary's birthday in the year distributions are
required to commence. Except as otherwise provided in Section
V.B., unless the Employee (or spouse) elects to have life
expectancy recalculated, the Employee's life expectancy (and the
life expectancy of the Employee's spouse, if applicable) will
not be recalculated annually using their attained ages as of
their birthdays in the year for which the minimum annual payment
is being determined. The life expectancy of the beneficiary
(other than the spouse) will not be recalculated. The minimum
annual payment may be made in a series of installments (e.g.,
monthly, quarterly, etc.) as long as the total payments for the
year made by the date required are not less than the minimum
amounts required.
VI. Sponsor
The Employee delegates to the Sponsor the following powers with respect to
the Plan: (a) to remove the Custodian and select a successor Custodian;
and (b) to amend this Plan (including retroactive amendment).
The powers herein delegated to the Sponsor shall be exercised by such
officer thereof as the Sponsor may designate from time to time, and shall
be exercised only when similarly exercised with respect to all other
Employees adopting the Plan.
The Sponsor, The Dreyfus Corporation, and each of the Funds, and each of
their respective officers, directors, trustees, general partners,
affiliates, agents and employees shall have no responsibility or liability
of any kind and shall be fully protected by the Employee with regard to
the administration of the Plan except as provided in this Section VI of
the Plan, and none of them shall incur any liability of any nature to the
Employee or any beneficiary or other person in connection with any act
done or omitted to be done in good faith in the exercise of any power or
authority herein delegated to the Sponsor.
The Employee agrees to indemnify and hold the Sponsor, The Dreyfus
Corporation and each of the Funds, and each of their respective officers,
directors, trustees, general partners, affiliates, agents and employees
harmless from and against any and all claims, liabilities, losses, damages
and expenses, including attorneys' and accountants' fees, incurred in
connection with the exercise of, or omission to exercise, any of the
powers delegated to the Sponsor under this Section VI, except such
liabilities and expenses as may arise from the Sponsor's own negligence or
willful misconduct.
VII. Amendment and Termination
The Employee delegates to the Sponsor the power to amend this Plan
(including retroactive amendment) upon written notice to the Employee. Any
such amendment shall become effective upon mailing notice of such
amendment to the Custodian and the Employee.
No amendment shall be effective if it would cause or permit: (a) any part
of the Custodial Account to be diverted to any purpose that is not for the
exclusive benefit of the Employee and the Employee's beneficiaries; (b)
the Employee to be deprived of any portion of the Employee's interest in
the Custodial Account; or (c) the imposition of an additional duty on the
Custodian without its prior written consent.
The Employee reserves the right to terminate further contributions to the
Custodial Account established under this Plan by agreement with the
Employer provided that the Employee shall file with the Custodian an
executed copy of such agreement. The Employee also reserves the right to
transfer the assets of the Custodial Account to such other form of Section
403(b)(7) Retirement Plan as the Employee may determine, upon written
instructions to the Custodian in such form as the Custodian may reasonably
require.
VIII. Construction
The Plan shall be administered, construed and enforced according to the
laws of the State of New York, except to the extent preempted by the Act.
It is intended that this Plan qualify under Section 403(b)(7) of the Code,
and no provision of the Plan shall be construed to conflict with any
requirement of Section 403(b)(7) of the Code.
The Employer shall be solely responsible for compliance with the
nondiscrimination rules of Section 403(b)(12) of the Code, if applicable.
If the Plan and Custodial Agreement are determined to constitute an
"employee pension benefit plan" subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), then the Employer shall comply
with all applicable requirements of ERISA.
The Employer may maintain a separate 403(b) plan document in addition to
the Plan and Custodial Agreement. Such plan document shall be
administered and maintained by the Employer in a manner consistent with
the Plan and Custodial Agreement, and neither the Custodial nor the
Sponsor shall have any duties or responsibilities with respect to such
separate document.
Dreyfus
403(b)(7)
Retirement Plan
Custodial Agreement
By signing the Dreyfus 403(b)(7) Retirement Plan Custodial Account
Application (the "Application") for the Employee named thereon ("the
Employee"), the Employer named thereon ("the Employer") adopts the Dreyfus
403(b)(7) Retirement Plan ("the Plan") and establishes a Custodial Account
("the Custodial Account"), and The Dreyfus Trust Company ("the
Custodian"), by countersigning the Application, accepts the Custodianship
thereof upon the terms and conditions set forth below.
1. Employer
The Employer represents that it is an organization described in Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
and is exempt from tax under Section 501(a) of the Code, or that it is
an educational institution (as defined in Section 170(b)(1)(A)(ii) of
the Code, which is a State, a political subdivision thereof, or an
agency or instrumentality thereof.
2. Custodial Account
This Custodial Agreement is established for the purpose of establishing
and maintaining a Custodial Account for the Employee and for investing
such contributions as described in Paragraph 8 hereof. The Employer
intends that this account qualify as a "Custodial Account for regulated
investment company stock" within the meaning of Section 403(b)(7) of
the Code.
3. Contributions
All contributions must be made in cash. The Custodian will accept only
contributions received from the Employer with the exception of
rollovers as defined in Section 403(b)(8) of the Code, and transfers
from other retirement plans established under Section 403(b) of the
Code. All contributions hereafter made to the Custodial Account shall
be in accordance with the provisions of this Agreement. The Custodian
shall have no obligation to verify the allowability of such
contributions and may rely solely on the representations of the
Employer or the Employee with respect thereto.
4. Fully-Vested Interest
The Employee's interest in the balance in his Custodial Account shall
at all times be nonforfeitable.
5. Exclusive Benefit
The Custodial Account is established for the exclusive benefit of the
Employee and the Employee's beneficiary(ies) and for the purpose of
holding in the Custodial Account such contributions of money made on
behalf of the Employee as the Custodian may receive from time to time
from the Employer and of the shares purchased therewith pursuant to
Paragraph 8 hereof.
6. Distributions
At no time shall it be possible for any part of the assets of the
Custodial Account to be used for, or diverted to, purposes other than
for the exclusive benefit of the Employee and the Employee's
beneficiary(ies). In connection with the making of any distributions,
the Custodian may rely solely on the accuracy of all facts supplied at
any time by the Employee, including any written designation of a
beneficiary. The Employee's interest in the Account shall be
distributed to the Employee or will begin to be distributed upon
receipt by the Custodian of written instructions as to the method of
distribution. The Employee may elect a form of distribution from among
the following alternatives:
(a) a single payment, in cash of kind;
(b) equal or substantially equal monthly, quarterly or annual
installments over a period not to exceed a period measured by the
life expectancy of such Employee or the joint life and survivor
expectancy of such Employee and the Employee's beneficiary; or
(c) the purchase and distribution of an immediate or deferred annuity
policy purchased by the Custodian, which provides for payments over
the life of the Employee or, if the Employee so elects over the
lives of the Employee and the Employee's beneficiary.
7. Beneficiary
The Employee may, by notice in writing delivered to the Custodian while
the Employee is alive, designate or change a beneficiary(ies) who will
receive any undistributed interest in the Custodial Account in the
event of the Employee's death. In the absence of any such designation,
any undistributed interest of the Employee shall be paid to the legal
representative of the Employee's estate.
8. Fund Shares
The amount of each contribution to the Custodial Account shall be
applied to the purchase of shares of ownership in one or more
investment companies registered under the Investment Company Act of
1940, as amended (hereinafter referred to individually as a "Fund",
which is approved by Dreyfus Service Corporation (the "Sponsor") and
which the Custodian has agreed to hold, in accordance with the Fund's
then current Prospectus. Such shares are referred to herein as "Fund
Shares." The Custodian shall credit such Fund Shares to the separate
Custodial Account of the Employee who shall be the beneficial owner of
such shares. A confirmation for each contribution received showing the
investment thereof and current status of the Custodial Account shall be
prepared by the Custodian and sent to the Employee. All dividends and
capital gains distributions received on the Fund Shares held by the
Custodian in the Custodial Account shall be reinvested in accordance
with the respective Fund's then current Prospectus in additional Fund
Shares, which shall be credited to the Custodial Account. A
confirmation showing the current status of the Custodial Account shall
be prepared by the Custodian and sent to the Employee with respect to
each such reinvestment. At least once each year the Custodian shall
furnish the Employee with an annual report of all activity in the
Custodial Account during the preceding calendar year, which shall be
deemed to be the sole accounting required to be provided by the
Custodian necessary under this Agreement. If the Custodian does not
receive a written objection to such accounting from the Employee within
one hundred eighty (180) days after the date the accounting is sent by
the Custodian, the Employee shall be considered to have fully approved
the accounting and the Custodian shall be relieved from all liabilities
and responsibilities that may arise in connection with any matters
covered by the accounting.
The Employee may authorize and direct the Custodian in writing to
exchange any or all Fund Shares held in the Custodial Account for any
other Fund Shares, subject to, and in accordance with, the terms and
conditions of any exchange privilege, including the telephone exchange
privilege, offered with respect to Fund Shares as described in the then
current Prospectus of the applicable Fund. The Sponsor may allow the
Employee to authorize an investment advisor to make such exchanges
subject to, and in accordance with, such terms and conditions as may be
agreed upon in writing from time to time by the Sponsor and the
Custodian.
If the Employee elects, either in the Application or other form
acceptable to the Custodian, the telephone exchange privilege or
authorizes an investment advisor to make exchanges as described above,
the Custodian shall be entitled to reply and act on telephone
instructions from any person representing himself or herself to be the
Employee directing the exchange of any or all shares of a Fund held in
the Custodial Account for shares of any other Fund(s) as specified in
such telephonic instructions, provided that such Fund is available for
sale in the state of residence of the Employee. It is understood and
agreed that the telephone exchange privilege is subject to the
limitations specified above. The Employee affirms that, prior to
requesting any exchange, the Employee shall obtain a copy of the then
current Prospectus of each Fund into which any exchange is requested to
be made.
The Employee authorizes and directs the Custodian to respond to any
telephonic inquiries relating to the status of shares owned, including,
but not limited to, the number of shares held.
The Employee and the Employee's beneficiary(ies), assignees and
successors understand and agree that the Sponsor, the Custodian, each
Fund and The Dreyfus Corporation, and each of their respective
officers, directors, trustees, general partners, affiliates, agents and
employees, will not be held liable and will be fully protected by the
Employee against any and all claims, liabilities, losses, damages and
expenses (including attorneys' and accountants' fees) arising out of
any exchange request effected in accordance with any telephone
instructions. The Employee certifies and agrees that the
certifications, authorizations, directions and restrictions contained
herein or otherwise provided to the Custodian will continue in effect
until the Custodian receives written notice of any change or
revocation. The Employee understands that each of the Funds and the
Custodian reserves the right to refuse any telephonic instructions. All
Fund Shares acquired by the Custodian for the benefit of the Employee
shall be registered in the name of the Custodian or its nominee.
9. Charges Against Account-Taxes, Expenses, and Custodian's Compensation
Any income taxes or other taxes of any kind whatsoever that may be
levied or assessed upon, or in respect of, the Custodial Account shall
be paid from the assets of the Custodial Account. Any transfer taxes
incurred in connection to the investment and reinvestment of the assets
of the Custodial Account, all other administrative expenses incurred by
the Custodian in the performance of its duties hereunder (including
without limitation, any expenses incurred by the Custodian in the
preparation and filing of extraordinary returns or reports including
unrelated business income tax return), including fees for legal
services rendered to the Custodial Account, and such compensation to
the Custodian as set forth in the Custodian's fee schedule as amended
by the Custodian from time to time, shall be paid of the Custodial
Account.
10. Custodian-Resignation, Removal
(a) The Sponsor shall at any time have the right to remove the
Custodian by delivering to it a notice in writing to that effect,
which notice shall also designate a successor custodian. Upon
receipt by the Custodian of written acceptance by the successor
custodian of its appointment, the Custodian shall forthwith
transfer and pay over to such successor custodian the assets of the
Custodial Account and all records pertaining thereto. Upon receipt
of such assets and records by the successor Custodian, the removal
of the Custodian shall be effective.
The Custodian may, however, reserve such Fund Shares as may be
required for the payment of all its fees, compensation, costs and
expenses and for the payment of all liabilities of, or against the
assets of, the Custodial Account or Custodian and where necessary
may liquidate such reserved Fund Shares. Any balance of such
reserve remaining after the payment of all such expenses and
liabilities shall be paid over to the successor custodian. Any
successor custodian must meet the requirements in Section 401(f)(2)
of the Code.
(b) The Custodian shall at any time have the right to resign as
Custodian under this Agreement by delivering to the Sponsor and the
Employee a notice in writing to that effect. Upon receiving such
notice of resignation, the Sponsor shall forthwith appoint a
successor custodian and upon receipt by the Custodian of written
acceptance by the successor custodian of such appointment, the
Custodian is authorized to act in the same manner as provided in
the preceding paragraph. In the event the Sponsor fails to appoint
a successor Custodian within ninety (90) days of receiving notice
of the Custodian's resignation, the Custodian may distribute to the
Employee the assets of the Custodial Account, reserving such Fund
Shares as may be required for the payment of all its fees,
compensation, costs and expenses and for the payment of all
liabilities of or against the assets of the Custodial Account or
the Custodian, so that it may, where necessary, liquidate such
shares with any balance remaining after payment of all such
expenses and liabilities to be paid to the Employee.
11. Records
The Custodian shall keep accurate and detailed accounts of all
contributions, receipts, investments, distributions, disbursements and
all other transactions. The Custodian shall prepare and file any
returns required to be filed by it as Custodian of a plan under Section
403(b) of the Code, and supply to the Internal Revenue Service any
other information as may be required from a Custodial Account
qualifying under Section 501(a) of the Code.
12. Voting Proxies
The Custodian shall deliver to the Employee all notices, prospectuses,
financial statements, proxies and proxy soliciting material relating to
the Fund Shares held by it in the Custodial Account. The Custodian
shall not vote any of the Fund Shares held hereunder except in
accordance with the written instructions of the Employee.
13. Reports to Department of Labor
Any reports or filings required to be made with the Department of Labor
under the Employee Retirement Income Security Act of 1974 with respect
to a Custodial Account established under this Agreement, shall be made
by the Employer.
14. Duties of Custodian
The Custodian shall be under no duties whatsoever except such duties as
are specifically set forth as such in this Custodial Agreement, and no
implied covenant or obligation shall he read into this Custodial
Agreement against the Custodian. In the performance of its duties the
Custodian shall be liable only for its own gross negligence and willful
misconduct. The Employee shall have the sole authority and
responsibility for the enforcement or defense of the terms and
conditions of the Custodial Agreement against, or on behalf of, any
person(s) claiming any interest in the Custodial Account. The Custodian
shall not he required to prosecute, defend or respond to any action
and/or judicial proceeding relating to the Custodial Account unless it
has previously received indemnification satisfactory to it in form and
in substance.
15. Amendments
The Custodian reserves the right to amend all or any part of the terms
of this Custodial Agreement in any manner that would not disqualify the
Custodial Account from complying with Sections 403(b) and 501 of the
(Code upon written notice to the Employee. The Employee hereby grants
Dreyfus Service Corporation the right to amend the terms of this
Agreement in order that the Custodial Account might qualify as a
Custodial Account for regulated investment company stock within the
meaning of Section 403(b)(7) of the Code, provided, however, that no
such amendment which increases the duties or responsibilities of the
Custodian shall become effective unless the Custodian has consented to
such amendment. Any such amendment by Dreyfus Service Corporation shall
become effective upon mailing notice of such amendment to the Custodian
and the Employee.
16. Liability of Custodian
The Custodian shall not be liable for any action it shall take when
such action or failure to act is in accordance with the written
instructions of the Employer or the Employee or is due to the absence
of such instructions. The Custodian shall not be required to give bond
or security for the performance of its duties hereunder. The Employee
shall at all times fully indemnify and save harmless the Custodian from
any liability that may arise in connection with this Agreement, except
liability from the negligence or willful misconduct of the Custodian.
17. Inalienability of Benefits
The benefits provided hereunder shall not be subject to alienation,
assignment, garnishment, attachment, execution or levy of any kind, and
any attempt to cause such benefits to be so subjected shall not be
recognized except to such extent as may be required by law.
This Custodial Agreement shall be construed, administered and enforced
according to the laws of the State of New York.
18. Construction
The Plan shall be administered, construed and enforced according to the
laws of the State of New York, except to the extent preempted by the
Act. It is intended that this Plan qualify under Section 403(b)(7) of
the Code, and no provision of this Plan shall be construed to conflict
with any requirement of Section 403(b)(7) of the Code.
The Employer shall be solely responsible for compliance with the
nondiscrimination rules of Section 403(b)(12) of the Code, if
applicable. If the Plan and Custodial Agreement are determined to
constitute an "employee pension benefit plan" subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), then the
Employer shall comply with all applicable requirements of ERISA.
The Employer may maintain a separate 403(b) plan document in addition
to the Plan and Custodial Agreement. Such plan document shall be
administered and maintained by the Employer in a manner consistent with
the Plan and Custodial Agreement, and neither the Custodian nor the
Sponsor shall have any duties or responsibilities with respect to such
separate document.
Dreyfus Group Retirement Plans is a division of Dreyfus Service Corporation.
1992, Dreyfus Service Corporation NP/EMPYcust3-925
Dreyfus 403(b)(7) Retirement Plan
Custodial Account Application - Form #1
1. a. Name of Employee: _______________________________________________________
b. Employee's Social Security Number: ______________________________________
x. Xxxx of Birth: __________________________________________________________
d. Telephone Number: ( ) ( )
_______________________________________________________
(Home) (Office)
2. Employee's Address: ________________________________________________________
(Street)
______________________________________________________________________________
(City) (State) (Zip Code)
3. Employer's Name, Address and Telephone Number: ( )
______________________________
(Name) (Telephone Number)
_____________________________________________________________________________
(Address)
4. Please indicate below the name of each fund in which all contributions
shall be invested and the percentage of each contribution to be
allocated to each fund:
Fund Name % of Contribution (no less than 10% in any one fund)
__________________ ____________________________________________________
__________________ ____________________________________________________
__________________ ____________________________________________________
(must total 100%)
If no selection is indicated, your money will be invested in Dreyfus
Liquid Assets, Inc. This Application must be accompanied or preceded by
a Dreyfus Liquid Assets, Inc. Prospectus.
5.[] If you wish to transfer assets from an existing 403(b) plan, check
here and complete the enclosed Transfer Request Form-Form #3 .
EMPLOYEE'S ACCEPTANCE By signing this Application, the Employee acknowledges
that the Employee has received and agrees to be bound by the terms and
conditions of the current Prospectus of each fund specified in paragraph 4
above, the Dreyfus 403(b)(7) Retirement Plan (the "Plan") and the Dreyfus
403(b)(7) Retirement Plan Custodial Agreement (the "Custodial Agreement"), and
hereby appoints The Dreyfus Trust Company as Custodian under the Custodial
Agreement. The Employee also designates the beneficiary(ies) specified on the
Beneficiary Designation Form se forth on the reverse side of this Application
and agrees to be bound by the terms and conditions set forth therein. The
Employee agrees that the Custodian shall be entitled to deduct its fees and
administration expenses as set forth in the Custodian's current fee schedule, a
copy of which has been received by the Employee, and which may be amended by the
Custodian in the future upon written notice to the Employee.
By signing this Application, the Employee accepts the privilege to make
exchanges, including telephone exchanges, among select Dreyfus funds pursuant to
Section IV of the Plan and Section 8 of the Custodial Agreement. Prior to any
exchange, a current Prospectus of the fund(s) into which exchanges are to be
affected must be obtained. Exchanges can be made only between Dreyfus mutual
fund accounts having identical registrations. The current exchange privilege is
subject to certain other limitations, as described in the current Prospectus of
each fund. A person wishing to make a telephone exchange should call The Dreyfus
Trust Company at the appropriate number listed below:
In the Continental US., as well as Alaska, Hawaii, Puerto Rico and the
U.S. Virgin Islands, call toll free: 0-000-000-0000.
Overseas, call: 000-000-0000.
_________________________________________________ _______________________
Employee's Signature Date
EMPLOYER'S ACCEPTANCE By signing this Application, the Employer named above
agrees to the terms and conditions of the Plan, the Custodial Agreement and this
Application, and certifies that the Employer is an organization described in
Section 501(c)(3) of the Code, which is exempt from tax under Section 501(a) of
the Code, or is another qualifying organization described in Section 403(b) of
the Code.
____________________________________ ____________________________ _____________
Authorized Signature Title Date
CUSTODIAN'S ACCEPTANCE By signing this Application, The Dreyfus Trust Company
accepts this Application and its appointment as Custodian of the Employee's
Custodial Account under the terms and conditions set forth in the Plan and the
Custodial Agreement. This Application will be maintained by The Dreyfus Trust
Company, as Custodian.
By ______________________________________________________ ____________________
The Dreyfus Trust Company, as Custodian Date
Dreyfus 403(b)(7) Retirement Plan
Salary Reduction Agreement - Form #2
Complete this form to indicate the amount of money to be deferred from your
salary and contributed to your account each pay period. This amount may be
changed only once during a calendar year. Both you and your Employer must sign
where indicated. This form should be retained by the Employer; you should keep a
copy for your records.
AGREEMENT made this ___________ day of ______________, 19___, by and between
_____________________________ (the "Employee") and __________________________
(the "Employer"), whereby the Employer and Employee agree as follows:
1. The salary of the Employee will be reduced by $__________; or by _________%
(minimum of $___________ per pay period).
2. The amount of such reduction shall be contributed by the Employer to: The
Dreyfus Trust Company, as Custodian (or any successor custodian) of the
Employee's Custodial Account in accordance with the Dreyfus 403(b)(7)
Retirement Plan (the "Plan"), the Dreyfus 403(b)(7) Retirement Plan Custodial
Agreement (the "Custodial Agreement"), and Section 403(b)(7) of the Internal
Revenue Code of 1986, as amended (the "Code").
3. The foregoing arrangement shall be subject to the limitations on the maximum
amount(s) that can be contributed under a plan described in Section 403(b)(7)
of the Code. The limitations are found in Sections 402, 403(b) and 415 of the
Code. The Employee shall be solely responsible for ensuring that these limits
are not violated.
4. All contributions made to the Employee's Custodial Account shall be
administered in accordance with the terms and conditions of the Plan, the
Custodial Agreement and the Custodial Account Application completed by the
Employee and the Employer.
5. This Salary Reduction Agreement is legally binding and irrevocable with
respect to all amounts earned by the Employee while this Agreement is in
effect, provided, however, that the Employer may terminate this Agreement
with respect to amounts not earned at the time of termination. It is further
understood and agreed that the Employee will not be permitted to make more
than one Salary Reduction Agreement, or to make more than one change in the
amount or percentage of the salary reduction specified in the Employee's
Salary Reduction Agreement, during any one taxable year of the Employee,
except for any change required to comply with the limitations described in
Paragraph 3 above.
EXECUTED as of the date first written above.
___________________________________________ ___________________________________
(Print Name of Employer) (Signature of Employee)
By:________________________________________
(Authorized Signature)
___________________________________________
(Print Name and Title)
Dreyfus 403(b)(7) Retirement Plan
Transfer Request Form - Form #3
This form should be completed if you wish to transfer assets from an
existing 403(b) plan. Simply enter the information requested. Both you and
your Employer must sign where indicated.
IF YOU WISH TO TRANSFER ASSETS FROM YOUR EXISTING 403(b) PLAN, COMPLETE
THIS FORM AND FORWARD IT TO: THE DREYFUS TRUST COMPANY, as Custodian,
Dreyfus Mutual Funds, X.0. Xxx 0000, Xxxxxxxxxx, XX 00000-0000, Attn:
Benefit Plans Department.(1)
TO:___________________________________________________
(Name of Present Custodian or Insurance Carrier)
___________________________________________________
Address
___________________________________________________
City State Zip Code
RE: A/C ______________________________________________
(Account Number)
A/C ______________________________________________
(Account Number)
To Whom it May Concern:
It is my intention to effect a tax-free transfer of:
[] all assets; or [] a portion of assets: $____________ in the above-referenced
Tax Sheltered Annuity Contract(s)(2)(1)/ Tax Sheltered Custodial Account(s) to a
Dreyfus 403(b)(7) Retirement Plan sponsored by Dreyfus Service Corporation.
This letter represents my formal request to transfer all or a portion of
such assets (cash or fund shares only(1)) to The Dreyfus Trust Company, as
Custodian, for investment in certain mutual fund shares designated by me through
a Custodial Account that conforms to Section 403(b)(7) of the Internal Revenue
Code of 1986, as amended. Please make your check payable to The Dreyfus Trust
Company, as Custodian, and forward it to:
The Dreyfus Trust Company
P.O. Box 6427
Providence, Rl 02940-9808
Attn: Benefit Plans Department
I confirm that I have entered into a binding agreement with my new Custodian and
in the event that I receive a check for the proceeds of the above-referenced
account(s), I will immediately endorse the check to The Dreyfus Trust Company,
as Custodian, for deposit into my Dreyfus 403(b)(7) Retirement Plan Custodial
Account (please indicate existing Dreyfus plan account number, if any:
_____________________________________).
Date ___________________________ _______________________________________
Print Name of Employer
_______________________________________
Print Name of Employee
_______________________________________
Signature of Employee
The Dreyfus Trust Company accepts its appointment as Custodian and confirms the
above. Please send the amount requested (check(s) made payable to The Dreyfus
Trust Company, as Custodian).
Acceptance by The Dreyfus Trust Company
________________________________________________ ________________________
Signature Date
If you have any questions, call our Benefit Plans Division toll free:
0-000-000-0000. In New York City call: (000) 000-0000. In N.Y. State, call
collect.
1. Special requirements apply if you are over the age of 70-1/2 and have a
different beneficiary listed in your old plan. Contact the Custodian.
2. In Revenue Ruling 90-24, the Internal Revenue Service ("IRS") stated that a
tax-free transfer can be made from a 403(b) annuity contract or a 403(b)(7)
custodial account to a 403(b)(7) custodial account so long as the
transferred assets continue to be subject to any restriction on early
withdrawals found in the original investment.
3. In cash or, if shares, then only shares of ownership in an investment
company registered under the Investment Company Act of 1940, as amended,
the shares of which are underwritten and distributed by the Dreyfus Service
Corporation, or shares in any other investment company as may, from time to
time, be offered by Dreyfus Service Corporation, which the Custodian has
agreed to hold in the Custodial Account.
Beneficiary Designation Form
Naming more than one beneficiary
You can name one or more persons as a beneficiary and you can designate each of
them as a primary or secondary beneficiary. To name more than one primary or
secondary beneficiary, include all information requested below on a separate
piece of paper. Sign and date each additional page and attach it to this
Application.
If you name more than one primary beneficiary, or one secondary beneficiary,
you can specify if they are to receive equal or unequal shares. If you do not
specify, they will be paid in equal shares.
Any secondary beneficiary or beneficiaries you name will receive all or a
portion of your Dreyfus 403(b)(7) Custodial Account balance only if all primary
beneficiaries die before you.
It will also be assumed that you want your entire Dreyfus 403(b)(7) Custodial
Account balance to be paid to the beneficiaries who survive you. Thus, if you
name two primary beneficiaries but one of them dies before you, the entire
balance will be paid to the surviving beneficiary.
Naming a trust as beneficiary
To name a trust as a primary or secondary beneficiary, write the name and
address of the trustee, then give the date of the trust agreement and the name
of each trust beneficiary.
Other important points to remember
By naming a beneficiary on this Application, you revoke any prior designation
of beneficiary you may have made with respect to the assets in your Dreyfus
403(b)(7) Custodial Account.
You have the right to change your beneficiaries at any time by filing a proper
written request with the Custodian, which is received by the Custodian during
your lifetime.
If no beneficiary survives you, if no beneficiary designation is in effect at
your death, or if your beneficiary is your estate, the balance in your Dreyfus
403(b)(7) Custodial Account will be paid to your estate.
Primary Beneficiary*
_______________________________________ ____________________________________
Name Relationship, if any
_________________________ ________________________ _________________________
Date of Birth Social Security # Percent of Share
______________________________________________________________________________
Address
Secondary Beneficiary (in case of death of primary beneficiary(ies)
_______________________________________ ____________________________________
Name Relationship, if any
_________________________ ________________________ _________________________
Date of Birth Social Security # Percent of Share
______________________________________________________________________________
Address
*Spousal Consent
If your Employer makes contributions to your Dreyfus 403(b)(7) Custodial
Account, the Custodial Account is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and you are
married and designate a primary beneficiary other than your spouse, you must
have your spouse sign the below consent:
I hereby consent to the above beneficiary designations and limit my
consent to the beneficiaries indicated above. In addition, I waive my
right to limit my consent to a specific form of benefit and consent to any
form of benefit which may be elected under the Custodial Account. I
understand that my spouse must execute a new Beneficiary Designation Form
if he or she wants to designate another beneficiary.
______________________________________________ ________________________
Spouse's Signature Date
Plan Respresentative
______________________________________________
Witness or
Notary Public
State:__________________
Commission Expires: ____
FOR DEALERS AND ADVISORS ONLY
_______________________________________________________________________________
Name Address City State Zip
_______________________________________________________________________________
Salesman's Name Salesman's # Branch & Dealer Code
[] CHECK ONLY IF COPY OF CONFIRM SHOULD BE SENT TO BRANCH OFFICE
INSTEAD OF HOME OFFICE.
_______________________________________________________________________________
BRANCH ADDRESS (IF BOX ABOVE IS CHECKED)-ALSO BRANCH CODE MUST BE FILLED
IN ABOVE.
Adoption Agreement
Dreyfus Prototype Simplified Employee Pension
The Employer named in Section I.A. below hereby establishes or restates a
Simplified Employee Pension ("SEP"). The terms of the SEP are set forth
in this Adoption Agreement and the applicable provisions of the Dreyfus
Prototype Simplified Employee Pension Basic Plan Document, as amended from
time to time, which is hereby adopted and incorporated herein by
reference.
I. Basic Provisions
A. Employer's Name: ________________________________________________
Address: ________________________________________________________
__________________________________________________________
B. Employer is a [] corporation; [] S Corporation; [] partnership; []
sole proprietor; [] other.
C. Employer's Tax ID Number: _____________________________
D. Employer's Fiscal Year: ___________________________________
E. Effective Date of Plan: ____________________________________
If this is an amendment and restatement of an existing SEP, enter
the date originally adopted ______________________________
The Effective Date of this amended SEP __________________________.
F. Plan Year shall mean: [] the calendar year. [] the Employer's
fiscal year.
II. Eligible Employees
All Employees shall be Eligible Employees, except:
[] Employees who have not attained age __________________ (not to
exceed age 21).
[] Employees who have not performed service for the Employer during
at least _____________________ (not to exceed 3) of the 5 calendar
years immediately preceding such calendar year.
[] Employees with total compensation (within the meaning of section
414(q)(7) of the Code) from the Employer for the calendar year of
less than $300 (adjusted in accordance with section 408(k)(8) of
the Code).
[] 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 ("Collectively Bargained Employees"). 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. The determination
of who is a Collectively Bargained Employee shall be made taking
into consideration the special rules set forth in IRS Regulation
Section 1.410(b)-6(d)(2).
[] Employees who are nonresident aliens and who receive no earned
income from the Employer which constitutes income from sources
within the United States ("Nonresident Aliens"). The
determination of who is a Nonresident Alien shall be made taking
into consideration the special rules set forth in IRS Regulation
Section 1.410(b)-6(c).
III. Compensation
Compensation shall mean all of each Participant's:
[] Information required to be reported under sections 6041, 6051 and
6052 of the Code. 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), 6051(a)(3) and 6052 but determined without
regard to any rules 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).
[] Section 3401(a) wages. Wages as defined in 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. 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 expense allowances under a nonaccountable
plan (as described in Section 1.62-2(c)), excluding the following:
(a) Employer contributions to a plan of deferred compensation to
the extent that, before the application of the section 415
limitations to that plan, the contributions 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) Amount 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 any annuity described in section
403(b) of the Code (whether or not the amounts are excludable
from the gross income of the Employee).
Note: Section 415 safe-harbor compensation is determined
without regard to the exclusions from gross income in
sections 931 and 933 of the Code. A similar rule is to be
applied in determining the compensation of Self-Employed
Individuals.
which is actually paid or made available to the Participant
during:
[] The Plan Year.
[] The taxable year ending with or within the Plan Year.
For any Self-Employed Individual covered under the Plan, Compensation
will mean Earned Income.
[] 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 shall 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 sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
IV. Employer and Employee Contributions
A. Types of Contributions
1. Employer Discretionary Contributions
[] Not provided.
[] An amount fixed by appropriate action of the Employer.
[] ________________% of Compensation of Participants for the
Plan Year (not to exceed 15%).
Employer Discretionary Contributions [] shall; [] shall not
be 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: If a Plan Year has fewer than twelve (12) months and
Compensation is limited to compensation paid during the Plan
Year, the Integration Level shall be prorated in accordance with
IRS Regulation Section 1.401(1)-2(d)(5). The Permitted
Disparity Percentage cannot exceed the lesser of: (i) the rate
at which Employer contributions are allocated to the account of
Employees with respect to the Compensation of Employees at or
below the integration level (expressed as a percentage of
Compensation), or (ii) the greater of 5.7% or the tax rate under
section 3111(a) of the Code attributable to the old age
insurance 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:
more than but not more than The Applicable 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
2. Elective Deferrals:
[] Shall not be permitted
[] Shall be permitted
A Participant may elect to have his or her Compensation reduced by
the following percentage or amount per pay period:
[] An amount not excess of __________________% of Compensation
[cannot exceed the lesser of 15% of Compensation (determined
without regard to the Employer contributions made under this Plan)
or the dollar limitation of section 402(g) of the Code for the
calendar year ($9,240 for 1995, as indexed)].
[] An amount not in excess of $ ________________ of Compensation
[cannot exceed the lesser of 15% of Compensation (determined
without regard to the Employer contributions made under this Plan)
or the dollar limitation of section 402(g) of the Code for the
calendar year ($9,240 for 1995, as indexed)].
A Participant may elect to commence Elective Deferrals the next
pay period following:
________________ (enter date or period -- at least once each
calendar year).
A Participant may modify the amount of Elective Deferrals 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.
B. Contributions Not Limited by Net Profits
Indicate whether Employer Discretionary 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 [] No
V. Top-Heavy Provisions
A. Top-Heavy Status
[] The provisions of Article V of the Plan shall always apply.
[] The provisions of Article V of the Plan shall only apply in
Plan Years during which the Plan is or becomes Top-Heavy.
B. Indicate whether the determination of Top-Heavy status is to be
determined by comparing the aggregate contributions that have
been made to the SEP on behalf of Key and Non-Key Employees
rather than by comparing the account balances of Key and Non-Key
Employees. [] Yes [] No
C. Minimum Allocations
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.
[] The Employer's qualified defined benefit plan.
D. 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 and
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: _________________%
Mortality Table: _____________________________
Note: If the Employer maintains or has ever maintained a
defined benefit plan, the Plan may not permit Elective Deferrals
to be made to the Plan.
VI. Notice to Adopting Employers
If Elective Deferrals are permitted, the "Notice to Adopting
Employers" attached hereto is hereby made a part of this Plan.
VII. Employer Representations and Covenants
The Employer hereby represents and covenants that:
a. It is aware of, and agrees to be bound by, the terms of the SEP.
b. It understands that the Sponsor will not furnish legal or tax
advice in connection with the adoption or operation of the SEP
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.
d. It understands that it may not rely upon the opinion letter
received for the SEP by the Sponsor in the event that it
maintains or has ever maintained a defined benefit pension plan.
e. It will provide each Participant with a current copy of the
Adoption Agreement, the Basic Plan Document, the Questions
and Answers attached hereto, and, if Elective Deferrals are permitted
under the SEP, the "Notice to Employees" attached hereto.
f. It will notify each Participant in the SEP in writing of any
Employer Discretionary Contributions or contributions on account of
such Participant's Elective Deferrals made under the SEP to the
Participant's XXX not later than the later of: (i) January 31 of the
year following the Plan Year for which a contribution is made, or
(ii) 30 days after such contribution is made.
g. It will furnish each Participant with a copy of any amendment to
the terms of the SEP and a clear explanation in writing of its effect
within 30 days of the effective date of such amendment.
VIII. Prototype Plan Documents
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Simplified Employee Pension Basic Plan Document,
as amended from time to time. In the event the Sponsor amends the
plan document or this Adoption Agreement or discontinues this type
of plan, it will inform the Employer. The Sponsor, The Dreyfus
Corporation, is available to answer questions regarding the
intended meaning of any SEP provisions, or the adoption of the
Plan at 000 Xxxxx Xxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx
00000-0000 [(000) 000-0000].
IN WITNESS WHEREOF, the Employer has executed this instrument the
______________ day of _______________________, 19_________. If
applicable, the appropriate corporate seal has been affixed and attested
to.
______________________________________________
Name of Business Entity
______________________________________________
Signature (Sole Proprietors only)
By: _________________________________________
Attest: Name and Title (Corporations or Partnerships)
_____________________________________________________
Secretary (Corporations only)
Notice to Adopting Employer
A Simplified Employee Pension Plan ("SEP") is a plan that provides you
with a simplified way to enhance your employee's retirement income. Under
an elective SEP, employees may choose whether to make elective deferrals
to the SEP or to receive the amounts in cash. If elective deferrals are
made, you contribute the amounts deferred by employees directly into an
individual retirement arrangement ("XXX") set up by or on behalf of the
employee with a bank, insurance company, or other qualified financial
institution. The XXX must be one for which the Internal Revenue Service
has issued a favorable opinion letter or a model XXX published by the
Service as Form 5305-Individual Retirement Trust Account or Form
5305-A-Individual Retirement Custodial Account.
The information provided below is intended to assist you in understanding
and administering the elective deferral provisions of your SEP. This
Notice to Adopting Employer is a part of the Dreyfus Prototype Simplified
Employee Pension.
I. Employers Who May Not Use This SEP
This elective SEP may not be used if you are an employer who:
A. Has any leased employees as defined in section 414(n)(2) of the
Code;
B. Maintains or has maintained a defined benefit plan, even if now
terminated;
C. Had more than 25 employees eligible to participate in the SEP at
any time during the prior plan year. (If you are a member of one
of the groups described in section VIII. B. below, you may use
this SEP, provided that in the prior plan year there never were
more than 25 employees eligible to participate in this SEP, in
total, of all the members of such groups, trades, or businesses.
In addition, all eligible employees of all the members of such
groups, trades, or businesses must be eligible to make elective
deferrals to this SEP.)
D. Is a state or local government or a tax-exempt organization.
II. Making the Agreement
This SEP agreement is considered made when:
A. You have completed all blanks on the form; and
B. You have given all eligible employees copies of this SEP
agreement and the "Notice to Employees" and, upon request by
any eligible employee, this "Notice to Adopting Employer." (Any
individual who, in the future, becomes eligible to participate
in this SEP must be given the "Notice to Employees" upon
becoming an eligible employee.)
III.Effective Date
This SEP agreement is effective upon adoption. No elective deferrals
may be made by an employee on the basis of compensation that the
employee received or had a right to receive before adoption of this
agreement and execution by the employee of the deferral election.
IV.Deductibility of Contributions
You may deduct, subject to the otherwise applicable limits, those
contributions made to a SEP. Contributions to the SEP are deductible
for your taxable year with or within which the plan year of the SEP
ends. Contributions made for a particular taxable year and
contributed by the due date of your income tax return, including
extensions, are deemed made in that taxable year.
V. Elective Deferrals
You may permit your employees to make elective deferrals through salary
reduction or on the basis of bonuses that, at the employee's option,
may be contributed to the SEP or received by the employee in cash
during the year.
You are responsible for telling your employees how they may make,
change, or terminate elective deferrals based on either salary
reduction or cash bonuses. You must also provide a form on which they
may make their deferrals. This requirement may be satisfied by use of
the "Model SEP Deferral Form" provided for this purpose at the end of
these instructions. You may instead use a form that sets forth, in a
manner calculated to be understood by the average plan participant, the
information contained in the Model SEP Deferral Form. Remember that no
deferral election may be made with respect to compensation already
received.
VI. SEP Requirements
A. Beginning January 1, 1994, elective deferrals may not be based on
more than $150,000 of compensation, as adjusted in accordance with
section 408(k)(8) of the Code for cost-of-living changes.
Compensation is the employee's total compensation from the
employer (determined without including the SEP-XXX contributions)
and include:
1. Amounts received for personal services actually performed
(see section 1.219-1(c) of the Income Tax Regulations),
and
2. Earned income defined under section 401(c)(2).
B. The maximum limit on the amount of compensation an employee may
elect to defer under a SEP for a year is the lesser of 15% of the
employee's compensation or the limitation under section 402(g) of
the Code, as explained below.
Note: The deferral limit is 15 percent of compensation (less
employer SEP-XXX contributions). Compute this amount using the
following formula: compensation (before subtracting employer
SEP-XXX contributions) x 13.0435%.
C. If you make nonelective contributions to this SEP for a plan year,
or maintain any other SEP or qualified plan to which contributions
are made for such plan year, then contributions to all such SEPs
and qualified plans may not exceed the lesser of $30,000 or 15% of
compensation for any employee. If these limits are exceeded on
behalf of any employee for a particular plan year, that employee's
elective deferrals for that year must be reduced to the extent of
the excess.
D. If you are a new employer who had no employees during the prior
plan year, you will meet the limitation in section 408(k)(6)(B) of
the Code (regarding no more than 25 eligible employees during the
preceding year) if you had 25 or fewer employees throughout the
first 30 days that you were in existence.
VII.Excess Elective Deferrals -- 402(g) Limit
Section 402(g) of the Code limits the maximum amount of compensation an
employee may elect to defer under a SEP (and certain other
arrangements) during the calendar year. This limit, which originally
was $7,000, is indexed according to the cost of living. (The section
402(g) limit for 1995, is $9,240, as indexed.) In addition, the limit
may be increased if the employee makes elective deferrals to a salary
reduction arrangement under section 403(b) of the Code. Amounts
deferred for a year in excess of this limit are considered "excess
elective deferrals" and are subject to the consequences described
below.
The section 402(g) limit applies to the total elective deferrals the
employee makes for the calendar year, from all employers, under the
following arrangements:
A. Elective SEPs under section 408(k)(6) of the Code;
B. Cash or deferred arrangements under section 401(k) of the Code;
and
C. Salary reduction arrangements under section 403(b) of the Code.
Thus, an employee may have excess elective deferrals even if the
amount deferred under this SEP alone does not exceed the section
402(g) limit.
If an employee elects to defer compensation under this SEP and any
other SEP or arrangement has made excess elective deferrals for a
calendar year, he or she must withdraw those excess elective deferrals
by April 15 following the calendar year to which the deferrals relate.
Those excess deferrals not withdrawn by April 15 will be subject to the
XXX contribution limitations of sections 219 and 408 of the Code and
thus may be considered an excess contribution to the employee's XXX.
Such excess elective deferrals therefore may be subject to the six
percent tax on excess contributions under section 4973.
Income on excess elective deferrals is includible in gross income in
the year withdrawn from the XXX and must be withdrawn by April 15
following the calendar year to which the deferrals relate. Income
withdrawn from the XXX after that date may be subject to the ten
percent tax on early distributions under section 72(t) of the Code if
the recipient is not 59-1/2.
VIII.Excess SEP Contributions -- Deferral Percentage Limitation
The amount each of your highly compensated employees may contribute to
this elective deferral SEP is also restricted by the "deferral
percentage limitation." This is a limitation based on the amount of
money deferred, on average, by your non-highly compensated employees.
Deferrals made by a highly compensated employee that exceed this
deferral percentage limitation for a plan year are considered "excess
SEP contributions" and must be removed from the employee's SEP-XXX, as
discussed in more detail below.
The deferral percentage limitation for your highly compensated
employees is computed by first averaging the "deferral percentages" (as
defined below) for each eligible non-highly compensated employee for
the plan year and then multiplying this result by 1.25. The deferral
percentage for a plan year of any highly compensated employee eligible
to participate in this SEP may not be more than the resulting product,
the "deferral percentage limitation."
Only elective deferrals are included in this computation. Nonelective
SEP contributions may not be included. The determination of the
deferral percentage for any employee is to be made in accordance with
section 408(k)(6) of the Code and should satisfy such other
requirements as may be provided by the Secretary of the Treasury.
For purposes of making this computation, the calculation of the number
and identity of highly compensated employees, and their deferral
percentages, is made on the basis of the entire "affiliated employer."
In addition, for purposes of determining the deferral percentage of a
highly compensated employee, the elective deferrals and compensation of
the employee will also include the elective deferrals and compensation
of any "family member." This special rule applies, however, only if
the highly compensated employee is a 5% owner or is one of a group of
the ten most highly compensated employees. The elective deferrals and
compensation of family members used in this special rule do not count
in computing the deferral percentages of individuals who do not fall
into this group.
The following definitions apply for purposes of the deferral percentage
computation:
A. "Deferral percentage" shall mean the ratio (expressed as a
percentage) of an employee's elective deferrals for a year to the
employee's compensation for that year. The deferral percentage of
an employee who is eligible to make an elective deferral, but who
does not make a deferral during the year, is zero.
B. "Affiliated employer" shall mean any corporation that is a member
of a controlled group of corporations (as described in section
414(b) of the Code) that includes the employer; any trade or
business (whether or not incorporated) that is under common
control (as defined in section 414(c)) with the employer; any
organization (whether or not incorporated) which is a member of an
affiliated service group (as defined in section 414(m)) that
includes the employer; and any other entity required to be
aggregated with the employer pursuant to regulations under section
414(o).
C. "Family member" shall mean an individual who is related to a
highly compensated employee as a spouse, or as a lineal ascendant
(such as a parent or grandparent) or descendant (such as a child
or grandchild) or spouse of either of those, in accordance with
section 414(q) of the Code and the regulations thereunder.
D. "Highly compensated individual" shall mean an individual described
in section 414(q) of the Code who, during the current or preceding
year:
1. Was a 5% owner as defined in section 416(i)(1)(B)(i) of the
Code;
2. Received compensation in excess of $50,000, as indexed
according to the cost of living in accordance with section
414(q)(1), and was in the top-paid group (the top 20% of
employees, by compensation);
3. Received compensation in excess of $75,000, as indexed
according to the cost of living in accordance with section
414(q)(1); or
4. Was an officer and received compensation in excess of 50% of
the dollar limit under section 415 of the Code for defined
benefit plans. (No more than three employees need be taken
into account under this rule. At least one officer, the
highest-paid officer if no one else meets this test, however,
must be taken into account.)
IX. Excess SEP Contributions -- Tax Consequences and Notification of
Employees
You are responsible for notifying each affected employee, if any,
within 2 1/2 months following the end of the plan year, of the amount
of excess SEP contributions to that employee's SEP-XXX. Such excess
SEP contributions are includible in the employee's gross income in the
calendar year as of the earliest date that any elective deferrals by
the employee during the plan year would have been received by the
employee had he or she originally elected to receive the amounts in
cash. However, if the excess SEP contributions (not including
allocable income) total less than $100, then the excess contributions
are includible in the employee's gross income in the calendar year of
notification. Income allocable to the excess SEP contributions is
includible in gross income in the year of withdrawal from the XXX.
If you fail to notify any of your affected employees within 2 1/2
months following the end of the plan year of an excess SEP
contribution, you must pay a tax equal to 10% of the excess SEP
contribution. If you fail to notify your employees by the end of the
plan year following the plan year in which the excess SEP contributions
arose, the SEP no longer will be considered to meet the requirements of
section 408(k)(6) of the Code. If the SEP no longer meets the
requirements of section 408(k)(6), then any contribution to an
employee's XXX will be subject to the XXX contribution limitations of
sections 219 and 408 and thus may be considered an excess contribution
to the employee's XXX.
Your notification to each affected employee of the excess SEP
contributions must specifically state in a manner calculated to be
understood by the average employee:
A. The amount of the excess SEP contributions attributable to that
employee's elective deferrals;
B. That the excess SEP contributions are includible in the employee's
gross income for the calendar year or years in which the amounts
deferred would have been received by the employee in cash had he
or she not made an election to defer and that the income allocable
to such excess SEP contributions is includible in the year
withdrawn from SEP-XXX; and
C. That the employee must withdraw the excess SEP contributions (and
allocable income) from the SEP-XXX by April 15 following the
calendar year of notification by the employer. Those excess
contributions not withdrawn by April 15 following the year of
notification will be subject to the XXX contribution limitations
of sections 219 and 408 of the Code for the preceding calendar
year and thus may be considered an excess contribution to the
employee's XXX. Such excess contributions may be subject to the
six percent tax on excess contributions under section 4973. If
income allocable to an excess SEP contribution is not withdrawn by
April 15 following the calendar year of notification by the
employer, the income may be subject to the ten percent tax on
early distributions under section 72(t) when withdrawn.
For information on reporting excess SEP contributions, see Notice
87-77, 1987-2 C.B. 385, and Notice 88-33, 1988-1 C.B. 513, as modified
by Notice 89-32, 1989-1 C.B. 671.
X. Failure to Satisfy the 50% Test
If you discover, as of the end of any plan year, that more than half of
your eligible employees have chosen not to make elective deferrals for
that year, then all elective deferrals made by your employees for that
plan year shall be considered "disallowed deferrals," i.e., XXX
contributions that are not SEP-XXX contributions.
You must notify each affected employee, within 2 1/2 months following
the end of the plan year to which the disallowed deferrals relate, that
his or her deferrals are no longer considered SEP-XXX contributions.
Such disallowed deferrals are includible in the employee's gross income
in the calendar year as of the earliest date that any elective
deferrals by the employee during the plan year would have been received
by the employee had he or she originally elected to receive the amounts
in cash. Income allocable to the disallowed deferrals is includible in
the employee's gross income in the year of withdrawal from the XXX.
Your notification to each affected employee of the disallowed deferrals
must specifically state in a manner calculated to be understood by the
average employee:
A. The amount of the disallowed deferrals:
B. The calendar year in which the disallowed deferrals are includible
in gross income; and
C. That the employee must withdraw the disallowed deferrals ( and
allocable income) from the SEP-XXX by April 15 following the
calendar year of notification by the employer. Those disallowed
deferrals not withdrawn by April 15 following the year of
notification will be subject to the XXX contribution limitations
of sections 219 and 408 of the Code and thus may be considered an
excess contribution to the employee's XXX. These disallowed
deferrals thus may be subject to the six percent tax on excess
contributions under section 4973. If income allocable to a
disallowed deferral is not withdrawn by April 15 following the
calendar year of notification by the employer, the income may be
subject to the ten percent tax on early distributions under
section 72(t) when withdrawn.
Disallowed deferrals should be reported in the same manner as are
excess SEP contributions.
XI.Restrictions on Withdrawal
Your employees may not withdraw or transfer from their SEP-XXX any SEP
contributions (or income on these contributions) attributable to
elective deferrals made during a particular plan year until 2 1/2
months after the end of that plan year. If you choose to do so before
this 2 1/2 month period has expired, however, you may notify your
employees when the deferral percentage limitation test has been
completed for a particular plan year and that this withdrawal
restriction is thus no longer applicable. In general, any transfer or
distribution made before expiration of the applicable 2 1/2 month
period (or notification, if sooner) will be includible in the
employee's gross income and may also be subject to a ten percent
penalty tax for early withdrawal. This restriction does not apply to
an employee's excess elective deferrals.
XII.For More Information
To obtain more information concerning the rules governing this SEP,
please contact The Dreyfus Corporation at 000 Xxxxx Xxxxxxx Xxxxxxxxx,
Xxxxxxxxx, XX 00000-0000 [(000) 000-0000].
IF YOU ARE ESTABLISHING A SEP, A SAR-SEP, OR A SEP/SAR-SEP, THIS MUST
BE DISTRIBUTED TO EMPLOYEES. THESE QUESTIONS AND ANSWERS MUST BE
PROVIDED TO ALL EMPLOYEES WHEN YOU ADOPT YOUR SEP OR, IF LATER, AT THE
TIME THEY ARE EMPLOYED.
Questions and Answers
A Simplified Employee Pension, or SEP, is an arrangement through which
employers can make contributions toward their employees' retirement
income without becoming involved in more complex retirement plans.
Under a SEP an employer makes contributions directly to each employee's
Individual Retirement Account or Annuity (XXX). The XXX to which the
employer contributes is referred to as a SEP-XXX.
An employer who signs a SEP agreement is not statutorily required to
make any contribution to the SEP-IRAs of eligible employees. However,
if any contribution is made, the contribution may not discriminate in
favor of officers, shareholders, or highly compensated employees.
The participation requirements that the employer may impose cannot be
more restrictive than the law provides, but can be less restrictive.
The law provides that all employees who are at least 21 years old and
have worked for the employer for some period of time (however short) in
any three of the immediately preceding five calendar years, are
eligible to receive SEP contributions. Certain nonresident aliens, and
certain union employees who have already negotiated with respect to
retirement benefits, may be excluded from participation. Employees who
earn less than $300 (adjusted for the cost of living) may also be
excluded.
This information and the following "Questions and Answers" should
provide a basic understanding of what a SEP is and how it works. If
your employer's SEP permits you to make elective deferral
contributions, you should read these Questions and Answers in
conjunction with the "Notice to Employees" which will be provided to
you. An employee who has unresolved questions concerning SEPs should
call the Federal tax information number, or the toll free number shown
in the white pages of the local telephone directory.
1. Q. Who controls my SEP-XXX?
A. You own and control your SEP-XXX. You may invest your SEP-XXX
assets in such manner as is permitted by applicable law and the
terms of your SEP-XXX. Your employer sends SEP contributions to
the financial institution in which your XXX is maintained, but SEP
contributions become your property when they are deposited in your
XXX. However, you may incur a tax penalty if you withdraw funds
from your XXX earlier than allowed by law without penalty. See
Question 7.
2. Q. Must my employer contribute to my XXX under the SEP?
A. There is no statutory requirement that an employer make or
maintain a particular level of contributions and it is possible
for the contributions to be discretionary. Therefore, whether or
not your employer must make a SEP contribution depends on the SEP
contribution agreement your employer adopts. However, if a
contribution is made under the SEP, it must be allocated to all
eligible employees according to the SEP agreement.
3. Q. May I also contribute to an XXX if my employer has signed a SEP
Agreement?
A. You may be entitled to make regular XXX contributions to the
SEP-XXX to which your employer contributes. In addition to
belonging to the SEP-XXX Plan, you as an employee can open a
regular XXX and contribute up to the limit -- $2000 or 100% of
compensation, whichever is less. These contributions will be
subject to the regular XXX deduction rules.
4. Q. Can SEP contributions be deposited in any XXX?
A. No. Under your employer's SEP, contributions must be deposited
into a Dreyfus Individual Retirement Account (a prototype XXX upon
which a favorable opinion letter has been issued by the Internal
Revenue Service). Other IRAs may provide different rates of
return and may have different terms concerning, among other
things, transfers and withdrawals.
5. Q. What happens if I don't want a SEP-XXX?
A. Your employer may require that you become a participant in such an
arrangement as a condition of employment. However, if the
employer does not require all eligible employees to become
participants and an eligible employee elects not to participate,
all other employees of the same employer are prohibited from
entering into a SEP-XXX arrangement with that employer.
6. Q. Can I move funds from my SEP-XXX to another ta-sheltered XXX?
A. You may find it to your advantage to move contributions made to
your SEP-XXX to another XXX. Other IRAs may provide different
rates of return, or may have different or more beneficial terms
(such as favorable transfers and withdrawal provisions).
Depending on the contractual terms of the XXX to which you
employer contributes, you may be able to move your funds to
another XXX. Even if contractually permitted, for tax purposes
there are only two permissible ways for you to move funds from the
SEP-XXX to another XXX. First, it is permissible for you to
withdraw or receive funds from your SEP-XXX, and no more than 60
days later, place such funds in another XXX or SEP-XXX. This is
called a "rollover" and may not be done more frequently than at
one year intervals without penalty. Second, you can make a
transfer of funds between trustees. There are no restrictions on
the number of times you may make "transfers" if you arrange to
have such funds transferred between the trustees, so that you
never have possession.
7. Q. What happens if I withdraw my employer's SEP contribution from my
XXX?
A. If you don't want to leave the employer's SEP contribution in your
XXX you may withdraw it at any time, but any amount withdrawn (and
not rolled over) is includible in your income. Also, if
withdrawals occur before you reach age 59 1/2, and are not on
account of death, disability, or a current year excess
contribution, you may be subject to the imposition of an extra
penalty tax.
8. Q. May I participate in a SEP even though I'm covered by another
plan?
A. Yes. You can participate in a SEP (other than a model SEP) even
though you participate in another plan of the same employer.
However, the combined contribution limits are subject to certain
limitations described in section 415 of the Internal Revenue Code.
Also, if you work for several employers, you may be covered by the
SEP of one employer and a pension or profit-sharing plan of
another employer.
9. Q. What is the maximum amount that may be contributed to my SEP-XXX
by employer?
A. Your employer contributions to your SEP-XXX may not exceed the
lesser of:
(a) 15% of your compensation (determined without regard to any
contributions made to your SEP-XXX); and
(b) $22,500.
If your employer's SEP is integrated with Social Security and you
are a highly compensated employee, the $22,500 figure is reduced
by the amount of contributions made on your behalf based on
compensation over the integration level. Any elective deferral
contributions you may make to the plan are considered employer
contributions for purposes of this limitation.
10. Q. What happens if too much is contributed to my SEP-XXX in any one
year?
A. If the contributions by your employer to your SEP-XXX exceed the
lesser of 15% of your compensation or $22,500, the excess amount
will be included in your income and treated as a contribution by
you to your XXX subject to the XXX contribution limitations of
sections 219 and 408 of the Code. As a result, you likely will
have excess contributions made to your XXX for the taxable year,
subject to the 6% excise tax set forth in section 4973 of the
Code. You may avoid the 6% excise tax by withdrawing the excess
contribution, and any allocable income, by April 15 following the
year to which the deferrals relate
11. Q. Do I need to file any additional forms with IR because I
participate in a SEP?
A. No.
12. Q. Are the contributions my employer makes subject to Social Security
tax?
A. No. Your employer's contributions are not included as income on
the W-2, and are not considered wages for the purpose of
determining Social Security taxes.
13. Q. Is my employer required to provide me with information about
SEP-XXX and the SEP agreement?
A. Yes. In addition to the SEP Disclosure Information contained in
this document, your employer or plan administrator must provide
you with the following information:
(a) At the time you become eligible to participate in the SEP your
employer or plan administrator must inform you in writing that a
SEP agreement has been adopted and state which employees may
participate, how employer contributions are allocated, and who can
provide you with additional information.
(b) Your employer or plan administrator must inform you in writing
of all employer contributions to your SEP-XXX (this information
must be supplied by January 31st of the year following the year
the contribution is made or 30 days after the contribution is
made, whichever is later).
(c) If your employer amends the SEP, or replaces it with another
SEP, the employer or plan administrator must furnish a copy of the
amendment or new SEP (with a clear written explanation of its
terms and effects) to each participant within 30 days of the date
the SEP or amendment becomes effective.
(d) If your employer selects or recommends the IRAs into which the
SEP contribution will be deposited (or substantially influences
you or other employees to choose them) your employer or plan
administrator must ensure that a clear written explanation of the
terms of those IRAs is provided at the time each employee becomes
eligible to participate. The explanation must include information
about the terms of those IRAs, such as rates of return, and any
restrictions on a participant's ability to roll over, transfer, or
withdraw funds from the IRAs (including restrictions that allow
rollovers or withdrawal but reduce earnings of the IRAs or impose
other penalties).
(e) If your employer selects, recommends, or substantially
influences you to choose a specific XXX and the XXX prohibits the
withdrawal of funds, your employer or plan administrator may be
required to provide you with additional information. Regulations
promulgated by the Department of Labor under Title I of ERISA
should be consulted in this regard.
14. Q. Is the financial institution where I establish my XXX also
required to provide me with information?
A. Yes. It must provide you with a disclosure statement which
contains the following items of information in plain,
nontechnical language:
(a) the statutory requirements which relate to your XXX;
(b) the tax consequences which follow the exercise of various
options and what those options are:
(c) participation eligibility rules, and rules on deductions for
retirement savings;
(d) the circumstances and procedures under which you may revoke
your XXX, including the name, address, and telephone number
of the person designated to receive your notice of revocation
(this explanation must be prominently displayed at the
beginning of the disclosure statement);
(e) explanations of when penalties may be assessed against you
because of specified prohibited or penalized activities
concerning your XXX; and
(f) financial disclosure information which:
(1) either projects value growth rates of your XXX under
various contribution and retirement schedules, or
describes the method of computing and allocating annual
earnings and charges which may be assessed;
(2) describes whether, and for what period, the growth
projections for the plan are guaranteed, or a statement
of the earnings rate and terms on which the projection
is based;
(3) stipulates the sales commission to be charged in each
year expressed as a percentage of $1,000.00; and
(4) shows the proportional amount of any nondeductible life
insurance which may be a feature of your XXX.
See Publication 590 available at any IRS office, for a more complete
explanation of the disclosure requirements. In addition to this
disclosure statement, the financial institution is required to provide
you with a financial statement each year. It may be necessary to
retain and refer to statements for more than one year in order to
evaluate the investment performance of the XXX.
15. Q. Can SEP contributions be reduced by employer contributions to
Social Security?
A. Although employer contributions under the SEP agreement must bear
a uniform relationship to employee's compensation, your employer
is entitled to offset or reduce its contribution by certain
amounts already paid by your employer on your account as social
security taxes. This reduction may substantially reduce the
allocation you would otherwise receive. This is called
"integration" with social security, and is permissible only if
statutory requirements are satisfied. If your employer chooses to
integrate with social security, the SEP allocation information
your employer provides you must clearly show the integration
formula.
IF YOU ARE ESTABLISHING A SAR-SEP OR A SEP/SAR-SEP, THIS MUST BE
DISTRIBUTED TO EMPLOYEES. IF YOUR SEP PERMITS EMPLOYEES TO MAKE ELECTIVE
DEFERRALS, THIS NOTICE MUST BE PROVIDED TO ALL EMPLOYEES WHO ARE ELIGIBLE
TO PARTICIPATE IN THE SEP AND TO ALL EMPLOYEES WHO, IN THE FUTURE, BECOME
ELIGIBLE TO PARTICIPATE IN THE SEP.
Notice to Employees
The following information explains what a simplified employee pension plan
("SEP") is, how contributions are made, and how to treat these
contributions for tax purposes. For more specific information, refer to
the SEP agreement itself and the accompanying "Notice to Adopting
Employer."
I. Simplified Employee Pension -- Defined
A SEP is a retirement income arrangement. In this "elective" SEP,
you may choose to defer compensation to your own Individual
Retirement Account or Annuity ("XXX"). You may base these
"elective deferrals" either on a salary reduction arrangement or on
bonuses that, at your election, may be contributed to an XXX or
received in cash. This type of elective SEP is available only to
an employer with 25 or fewer eligible employees.
Your employer must provide you with a copy of the SEP agreement
containing eligibility requirements and a description of the basis
upon which contributions may be made.
All amounts contributed to your XXX belong to you, even after you
quit working for your employer.
II. Elective Deferrals -- May Be Disallowed
You are not required to make elective deferrals to this SEP-XXX.
However, if more than half of your employer's eligible employees
choose not to make elective deferrals in a particular year, then no
employee may participate in your employer's elective SEP for that
year. If you make elective deferrals during a year in which this
happens, then your deferrals for that year will be "disallowed,"
and the deferrals will be considered ordinary XXX contributions
(which may be excess XXX contributions) rather than SEP-XXX
contributions.
"Disallowed deferrals" and allocable income may be withdrawn,
without penalty, until April 15 following the calendar year in
which you are notified of the "disallowed deferrals." Amounts left
in the XXX after that date will be subject to the same penalties
discussed in Section VII below applicable to excess SEP
contributions.
III. Elective Deferrals -- Annual Limitation
The maximum amount that you may defer to this SEP for any calendar
year is limited to the lesser of fifteen percent of compensation
(determined without including the SEP-XXX contribution) or a dollar
limit under section 402(g) of the Internal Revenue Code that
originally was $7,000 (and is now subject to cost-of-living
increases).
The fifteen percent limit may be reduced if your employer also
maintains a SEP to which nonelective contributions are made for a
plan year, or any qualified plan to which contributions are made
for such plan year. In that case, total contributions on your
behalf to all such SEPs and qualified plans may not exceed the
lesser of $22,500 or fifteen percent of your compensation. If
these limits are exceeded, the amount you may elect to contribute
to this SEP for the year will be correspondingly reduced.
The dollar limit under section 402(g) of the Code is an overall
limit on the maximum amount that you may defer in each calendar
year to all elective SEPs and cash or deferred arrangements under
section 401(k) of the Code, regardless of how many employers you
may have worked for during the year.
The section 402(g) limit is indexed according to the cost of
living. In addition, the section 402(g) limit may be increased to
$9,500 if you make salary reduction contributions under a section
403(b) tax-sheltered annuity arrangement.
If you are a highly compensated employee, there may be a further
limit on the amount that you may contribute to a SEP-XXX for a
particular year. This limit is calculated by your employer and is
known as the "deferral percentage limitation." This deferral
percentage limitation is based on a mathematical formula that
limits the percentage of pay that highly compensated employees may
elect to defer to a SEP-XXX. As discussed below, your employer
will notify each highly compensated employee who has exceeded the
deferral percentage limitation.
IV. Elective Deferrals -- Tax Treatment
The amount that you may elect to contribute to your SEP-XXX is
excludable from gross income, subject to the limitations discussed
above, and is not includible as taxable wages on Form W-2.
However, these amounts are subject to FICA taxes.
V. Additional Top-Heavy Contributions
If you are not a "key employee," your employer must make an
additional contribution to your SEP-XXX for a year in which the SEP
is considered "top-heavy." (Your employer will be able to tell you
whether you are a key employee.) This additional contribution will
not exceed three percent of your compensation. It may be less if
your employer has already made a contribution to your account, and
for certain other reasons.
VI. Elective Deferrals -- Excess Amounts Contributed
There are three different situations in which impermissible excess
amounts arise under the SEP-XXX.
The first way is when "excess elective deferrals" (i.e., amounts in
excess of the section 402(g) limit) are made. You are responsible
for calculating whether you have exceeded the section 402(g) limit
in the calendar year. For 1995, the section 402(g) limit for
contributions made to an elective SEP is $9,240, as indexed.
The second way is when "excess SEP contributions" (i.e., amounts in
excess of the deferral percentage limitation referred to above) are
made by highly compensated employees. The employer is responsible
for determining whether such an employee has made excess
contributions.
The third way is when more than half of an employer's eligible
employees choose not to make elective deferrals for a plan year.
In that case, any elective deferrals made by any employees for that
year are considered "disallowed deferrals" as discussed above.
Your employer is also responsible for determining whether deferrals
must be disallowed on this basis.
Excess elective deferrals are calculated on the basis of the
calendar year. Excess SEP contributions and disallowed deferrals,
however, are calculated on the basis of the SEP plan year, which
may or may not be a calendar year.
VII. Excess Elective Deferrals -- How To Avoid Adverse Tax Consequences
Excess elective deferrals are includible in your gross income in
the calendar year of deferral. Income on the excess elective
deferrals is includible in the year of withdrawal from the XXX.
You should withdraw excess elective deferrals under this SEP, and
any allocable income, from your SEP-XXX by April 15 following the
year to which the deferrals relate. These amounts may not be
transferred or rolled over tax-free to another SEP-XXX.
If you fail to withdraw excess elective deferrals, and any
allocable income, by April 15, the excess elective deferrals will
be subject to the XXX contribution limitations of sections 219 and
408 of the Code and thus may be considered an excess contribution
to your XXX. Such excess deferrals may be subject to a six percent
excise tax for each year they remain in the SEP-XXX.
Income on excess elective deferrals is includible in your gross
income in the year you withdraw it from your XXX and must be
withdrawn by April 15 following the calendar year to which the
deferrals relate. Income withdrawn from the XXX after that date
may be subject to a ten percent tax on early distributions if you
are not 59 1/2.
If you have both excess elective deferrals and excess SEP
contributions (as described below), the amount of excess elective
deferrals that you withdraw by April 15 will reduce any excess SEP
contributions that must be withdrawn for the corresponding plan
year.
VIII. Excess SEP Contributions -- How To Avoid Adverse Tax Consequences
If you are a "highly compensated employee," your employer is
responsible for notifying you if you have made any excess SEP
contributions for a particular plan year. This notification should
tell you the amount of the excess SEP contributions, the calendar
year in which you must include these contributions in income, and
that the contributions may be subject to penalties if you do not
withdraw them from your XXX within the applicable time period.
Your employer should notify you of the excess SEP contributions
within 2 1/2 months of the end of the plan year. Generally you
must include the excess SEP contributions in income for the
calendar year in which the original deferrals were made. This may
require you to file an amended individual income tax return.
However, an excess SEP contribution of less than $100 (not
including earnings) is includible in the calendar year of
notification. Income on these excess contributions is includible
in your gross income when you withdraw it from your XXX.
You are responsible for withdrawing these excess SEP contributions
(and earnings) from your XXX. You may withdraw these amounts,
without penalty, until April 15 following the calendar year in
which you were notified by your employer of the excess SEP
contributions.
If you fail to withdraw the excess SEP contributions by April 15
following the calendar year of notification, the excess SEP
contributions will be subject to the XXX contribution limitations
of sections 219 and 408 of the Code and thus may be considered an
excess contribution to your XXX. Thus, such excess SEP
contributions may be subject to a six percent excise tax each year
they remain in your XXX.
If you do not withdraw the income on these excess SEP contributions
by April 15 following the calendar year of notification by your
employer, the income may be subject to a ten percent tax on early
distributions if you are not 59 1/2 when you withdraw it.
IX. Income Allocable to Excess Amounts
The rules for determining and allocating income to excess elective
deferrals, excess SEP contributions, and disallowed deferrals are
the same as those governing regular XXX contributions. The trustee
or custodian of your SEP-XXX will inform you of the income
allocable to excess amounts.
X. Availability of XXX Contribution Deduction to SEP Participants
In addition to any SEP amounts, you may contribute the lesser of
$2,000 or 100% of compensation to an XXX. However, the amount that
you may deduct is subject to various limitations. See Publication
590, "Individual Retirement Arrangements," for more specific
information.
XI. SEP-XXX Amounts -- Rollover or Transfer to Another XXX
You may not withdraw or transfer from your SEP-XXX any SEP
contributions (or income on these contributions) attributable to
elective deferrals made during the plan year until 2 1/2 months
after the end of the plan year or, if sooner, when your employer
notifies you that the deferral percentage limitation test
(described above) has been completed for that year. In general,
any transfer or distribution made before this time will be
includible in your gross income and may also be subject to a ten
percent penalty tax for early withdrawal. You may, however, remove
excess elective deferrals from your SEP-XXX before this time, but
you may not roll over or transfer these amounts to another XXX.
After the restriction described in the preceding paragraph no
longer applies, and with respect to contributions for a previous
plan year, you may withdraw, or receive, funds from your SEP-XXX,
and no more than 60 days later, place such funds in another XXX or
SEP-XXX. This is called a "rollover" and may not be done without
penalty more frequently than at one-year intervals. However, there
are no restrictions on the number of times that you may make
"transfers" if you arrange to have such funds transferred between
the trustees so that you never have possession of the funds.
You may not, however, roll over or transfer excess elective
deferrals, excess SEP contributions, or disallowed deferrals from
your SEP-XXX to another XXX. These excess amounts may be reduced
only by a distribution to you.
XII. Filing Requirements
You do not need to file any additional forms with the IRS because
of participation in the SEP.
XIII. Employer To Provide Information on SEP-IRAs and the SEP Agreement
Your employer must provide you with a copy of the executed SEP
agreement, this Notice to Employees, the form you should use to
defer amounts to the SEP, the notice of excess SEP contributions or
disallowed deferrals (if applicable) and a statement for each
taxable year showing any contribution to your SEP-XXX. Your
employer must also notify you, if you are a highly compensated
employee, when the deferral percentage limitation test ha been
completed for a plan year.
XIV. Financial Institution Where XXX Is Established To Provide
Information
The financial institution must provide you with a disclosure
statement that contains the following items of information in plain
nontechnical language:
1. The statutory requirements that relate to the XXX;
2. The tax consequences that follow the exercise of various options
and what those options are;
3. Participation eligibility rules, and rules on the deductibility
and nondeductibility of retirement savings;
4. The circumstances and procedures under which you may revoke the
XXX, including the name, address, and telephone number of the
person designated to receive notice of revocation (this
explanation must be prominently displayed at the beginning of
the disclosure statement);
5. Explanations of when penalties may be assessed against you
because of specified prohibited or penalized activities
concerning the XXX; and
6. Financial disclosure information which:
(a) Either projects value growth rates of the XXX under various
contribution and retirement schedules, or describes the
method of computing and allocating annual earnings and
charges which may be assessed;
(b) Describes whether, and for what period, the growth
projections for the plan are guaranteed, or a statement of
earnings rate and terms on which these projections are
based; and
(c) States the sales commission to be charged in each year
expressed as a percentage of $1,000.
See Publication 590, "Individual Retirement Arrangements,"
which is available at most IRS offices, for a more complete
explanation of the disclosure requirements.
In addition to the disclosure statement, the financial institution
is required to provide you with a financial statement each year.
It may be necessary to retain and refer to statements for more than
one year in order to evaluate the investment performance of your
XXX and in order that you will know how to report XXX distributions
for tax purposes.
Individual
Retirement
Custodial
Account
Agreement
IRS Approval Serial Number D110849b
By signing the Application, you establish an Individual Retirement
Custodial Account sponsored by The Dreyfus Corporation ("we" or "us") and
The Dreyfus Trust Company (the "Custodian"), by countersigning the
Application, accepts the Custodianship upon the following conditions. You
intend this account ("Account") be administered and this Agreement be
interpreted to qualify at all times as an Individual Retirement Account
("XXX") under section 408 of the Internal Revenue Code of 1986, as amended
(the "Code"). The Account is established for the exclusive benefit of you
and your designated beneficiary ("Beneficiary"), and solely for the
purpose stated in this Agreement. Your interest in the Account shall at
all times be nonforfeitable.
(1) Contributions.
(a) Except for rollover contributions described in sections
402(c), 403(a)(4), 403(b)(8), or 408(d)(3) of the Code, you
may contribute for any tax year to the Account the lesser of
$2,000 or 100% of your compensation. Rollover contributions
may be in cash or in property acceptable to the Custodian. All
other contributions must be in cash. Employer contributions to
a SEP-XXX may not exceed the lesser of 15% of your
compensation or $30,000. Contributions must be made no later
than the due date for filing your income tax return (excluding
extensions).
(b) Excess contributions shall be distributed to you upon receipt
of a written request. If a distribution of an excess
contribution is to be made on or before the due date of your
tax return (including extensions), it shall include the net
income attributable to such excess contribution. "Excess
Contribution" means the excess of (i) the amount contributed
for the tax year (other than a rollover contribution) over
(ii) the amount allowable as a contribution.
(c) Contributions shall be in accordance with this Agreement, but
the Custodian will have no obligation to verify the
allowability or amount of contributions and may rely solely on
your representations with respect thereto.
(2) Distributions.
(a) If you are totally disabled or have reached age 59 1/2, you
may make withdrawals from the Account. Withdrawals prior to
such time will be subject to a penalty tax of 10% of the
amount withdrawn which is includible in your gross income,
over and above the regular income tax. A withdrawal from a
time deposit before maturity may result in other penalties as
required or permitted by law. In connection with making any
distributions, the Custodian may rely solely on the accuracy
of all facts you supply at any time, including a Beneficiary
designation described in paragraph 2(e).
(b) "Total Disability" is the inability to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or to be of long, continued and
indefinite duration, as certified to the Custodian by a
physician.
(c) Distributions will begin when you provide the Custodian with
written instructions, in a form acceptable to it, as to the
method and reason (if it is to be made before reaching age 59
1/2) for the distribution; but in all events, distribution of
your entire interest shall be made or commence in cash or in
kind (at your option), by April 1st following the year in
which you reach age 70 1/2 (this is your required beginning
date). For each succeeding year, a distribution must be made
on or before December 31st. By your required beginning date,
you may elect, in a form and at such time as may be acceptable
to the Custodian, to have the balance in the Account
distributed:
(i) in a single sum payment;
(ii) in equal or substantially equal monthly, quarterly or
annual payments over a specified period that may not be
longer than your life expectancy or the joint life and
last survivor expectancy of you and your Beneficiary; or
(iii) by the purchase and prompt distribution of an immediate
annuity policy from an insurance company that
provides for equal or substantially equal payments for
your life, or for the joint lives of you and your
Beneficiary.
You may also elect, in a form and at such time as may be
acceptable to the Custodian, to have only a part of the
balance in the Account distributed to you. If a
distribution option is not selected by the time
distribution must begin, distribution will be made under
option (ii) based on your life expectancy only, without
recalculation, and distribution will be made on an annual
basis. Even though distributions have commenced, you may
receive a distribution of the balance in the Account (or
any portion) at any time upon written notice to the
Custodian. The amount to be distributed each year,
beginning with the first calendar year for which
distributions are required and then for each succeeding
calendar year, shall not be less than the quotient
obtained by dividing your entire interest by the lesser
of (1) the applicable life expectancy or (2) if your
spouse is not your designated Beneficiary, the applicable
divisor determined from the table set forth in Q&A-4 or
Q&A-5, as applicable, of section 1.401(a) (9)-2 or the
Proposed Income Tax Regulations. Distributions after your
death shall be distributed using the applicable life
expectancy as the relevant divisor without regard to
proposed regulations section 1.401(a) (9)-2. Life
expectancy and joint life and last survivor expectancy
are computed by use of the return multiples contained in
section 1.72-9 of the Federal Income Tax Regulations.
Unless otherwise elected by you prior to the commencement
of distributions pursuant to this paragraph (2)(c), your
life expectancy and that of your spouse will not be
recalculated for purposes of this paragraph (2)(c). An
election to recalculate shall be irrevocable and shall
apply to all subsequent years. The life expectancy of a
non-spouse Beneficiary may not be recalculated. Instead,
life expectancy will be calculated using the attained age
of such Beneficiary during the calendar year in which the
individual attains age 70 1/2, and payments for
subsequent years shall be calculated based on such life
expectancy reduced by one for each calendar year which
has elapsed since the calendar year life expectancy was
first calculated.
(d) If your death occurs after your required beginning date, then,
upon your death, te balance in the Account shall be
distributed at least as rapidly as under the method of
distribution before your death. After your death, the
Beneficiary shall provide the Custodian with written
instructions, in a form acceptable to the Custodian, regarding
the method of distribution. If your death occurs before your
required beginning date, your entire Account balance must be
distributed as you have elected or, if you have not so
elected, as elected by your Beneficiary, as follows: (i) by
December 31st of the year containing the fifth anniversary of
your death, or (ii) in equal or substantially equal payments
over a period certain not to exceed your Beneficiary's life
expectancy starting by December 31st of the year following the
year of your death. If the Beneficiary is your surviving
spouse, however, distribution may be made over a period
certain not to exceed the life expectancy of your surviving
spouse and need not commence until December 31st of the year
in which you would have reached age 70 1/2 had you lived.
After your death, if your surviving spouse dies before
distributions begin, the five-year rule shall be applied as if
the surviving spouse were you. A surviving spouse Beneficiary
has the right to elect to treat the XXX as his or her own,
subject to the normal XXX distribution rules. This election
will be deemed to have been made if such surviving spouse
makes a regular XXX contribution to the Account, makes a
rollover to or from such Account, or fails to elect one of the
options set forth in this paragraph (2)(d). Only a surviving
spouse Beneficiary may make additional cash or rollover
contributions to the Account. For purposes of the above,
payments will be calculated by use of the tables described in
paragraph 2)(c) above. Unless otherwise elected by a surviving
spouse Beneficiary when you die before your required beginning
date, the life expectancy of your surviving spouse Beneficiary
will not be recalculated for purposes of this paragraph
(2)(d). An election to recalculate shall be irrevocable and
shall apply to all subsequent years. In the case of any other
designated Beneficiary, life expectancies shall be calculated
using the attained age of such Beneficiary during the calendar
year in which distributions are required to begin pursuant to
this section, and payments for any subsequent calendar year
shall be calculated based on such life expectancy reduced by
one for each calendar year which has elapsed since the
calendar year life expectancy was first calculated.
Distributions under this section are considered to have begun
if the distributions are made on account of your reaching your
required beginning date. If you receive distributions prior to
the required beginning date and die, distributions will not be
considered to have begun.
(e) You may designate or change a Beneficiary who is to receive
your Account. To be effective, such designation or change must
be in writing and must be received by the Custodian prior to
your death. Absent such designation, any undistributed
interest of yours shall be paid to the legal representative of
your estate.
(f) You may satisfy the minimum distribution requirements under
sections 408(a)(6) and 408(b)(3) of the Code by receiving a
distribution from one XXX (such as this XXX or another XXX)
that is equal to the amount required to satisfy the minimum
distribution requirements for two or more IRAs. For this
purpose, the owner of two or more IRAs may use the
"alternative method" described in Notice 88-38, 1988-1 C.B.
524, to satisfy the minimum distribution requirements
described above.
(g) Notwithstanding any provisions of this Agreement to the
contrary, the distribution of your interest shall be made in
accordance with the minimum distribution requirements of
section 408(a)(6) or section 408(b)(3) of the Code and the
regulations thereunder, including the incidental death benefit
provisions of section 1.401(a)(9)-2 of the proposed
regulations, all of which are herein incorporated by
reference.
(3) Investments. Contributions to your Account shall be applied to the
investments described below ("Investments") which you select. No
part of the Account shall be invested in life insurance contracts,
or in collectibles as defined in section 408(m) of the Code, nor
may the assets of the Account be commingled with other property
except in a common trust fund or common investment fund (within the
meaning of section 408(a)(5) of the Code).
(a) Shares of ownership in an investment company registered under
the Investment Company Act of 1940, as amended, which are
managed, advised, sub-advised or administered by us or any of
our affiliates, or shares in any other investment company as
may from time to time be offered by us, which the Custodian
has agreed with us in writing to hold in the Account ("Fund
Shares").
(b) Other investments as allowed by law, offered by us and which
the Custodian has agreed with us in writing to hold in the
Account.
(c) All dividends and capital gains distributions received on the
Fund Shares (whether or not there is an election to receive
them in other property) shall be reinvested in accordance with
the respective Fund's current Prospectus in such Shares and
credited to such Account. The Custodian shall furnish you with
statements of the Account at least once a calendar year which
shall be deemed to be the sole accounting by the Custodian
necessary under this Agreement. If within one hundred and
eighty (180) days of the mailing of such accounting you do not
deliver a written objection or exception to any specific item
set forth therein, such accounting shall be deemed to be
settled and approved and the Custodian shall be released and
discharged with respect to all matters set forth therein. The
Custodian, upon receipt of your written instructions or those
of your duly authorized investment advisor, may exchange Fund
Shares for any other Fund Shares or Investments subject to and
in accordance with the terms and conditions of the exchange
privilege, including the telephone exchange privilege, as
outlined in the current Fund Prospectuses. The ability to
exchange Fund Shares for other Fund Shares or Investments
shall be subject to the prior written agreement of the
Custodian and us. A telephone exchange may not be made from an
Investment in a time deposit account unless we have otherwise
agreed in writing with the Custodian. If you elect the
telephone exchange privilege in the Application or authorize
an investment advisor to make exchanges, the Custodian shall
be entitled to rely and act upon telephonic instructions,
deemed by it to be in proper form and reasonably believed by
it to be genuine, directing the exchange of Investments for
other Investments allowed to be exchanged, provided that such
Investments are available for sale in your state of residence,
and shall not be liable for any liability, cost or expense
arising out of any telephonic exchange request effected
pursuant to such telephonic instructions. The Custodian will
employ reasonable procedures, such as requiring a form of
personal identification, to confirm that telephonic
instructions are genuine and, if it does not follow such
procedures, it may be liable for any losses due to
unauthorized or fraudulent instructions. All Investments
acquired on your behalf by the Custodian shall be registered
in the name of the Custodian or its nominee, but you shall be
the beneficial owner of such investments. You will be solely
responsible for the consequences of any exchange including any
penalty for an early withdrawal from a time deposit
investment, if applicable. It is understood and agreed that
the telephone exchange privilege is subject to the limitations
specified above. You authorize and direct the Custodian to
respond to any telephonic inquiries relating to the status of
Investments in the Account. You agree that the certifications,
authorizations, directions and restrictions contained herein
will continue until the Custodian receives written notice of
any change or revocation. You understand that the Custodian
reserves the right to refuse any telephonic instructions.
(4) Expenses and Other Charges. Except for any excise taxes that may be
required by the Code to be paid by you, any income taxes or other
taxes of any kind whatsoever that may be levied or assessed upon or
in respect of the Account, including any penalty for the early
withdrawal from a time deposit investment, any transfer taxes
incurred in connection with the investment and reinvestment of the
assets of the Account, all other administrative expenses incurred
by the Custodian in the performance of its duties, such
compensation to the Custodian as set forth in the fee schedule as
from time to time amended by the Custodian in writing, and, to the
extent directed by you in writing, the fees of an investment
advisor authorized to direct the investment of the Account, shall
be paid from the Account assets.
(5) Custodian - Removal, Resignation.
(a) You shall at any time have the right to remove the Custodian
on thirty days' notice in writing in a form acceptable to it,
designating a successor custodian. Removal of the Custodian
shall be effective upon receipt by it of written acceptance by
the successor custodian of its appointment. The Custodian
shall forthwith transfer and pay over to such successor the
assets of the Account and all records pertaining thereto. The
Custodian may reserve such assets as may be required for the
payment of all its fees, compensation, costs and expenses, and
for the payment of all liabilities of or against the assets of
the Account or of the Custodian, and where necessary may
liquidate such reserved assets. Any balance of such reserve
remaining after the payment of all such fees, compensation,
costs, expenses and liabilities shall be paid over to the
successor custodian. Any successor custodian must be a bank as
defined in section 408(n) of the Code, or any person who
demonstrates to the satisfaction of the Secretary of the
Department of the Treasury that the manner in which it will
administer the Account will be consistent with the
requirements of section 408 of the Code.
(b) The Custodian shall, at any time, have the right to resign as
Custodian under this Agreement by delivering a written
resignation notice to you and us. Upon receipt of such notice
of resignation, we shall forthwith appoint a successor
custodian and upon receipt by the Custodian of written
acceptance by the successor custodian of such appointment, the
Custodian is authorized to act in the same manner as provided
in paragraph 5(a). If we fail to appoint a successor custodian
within 90 days of receiving the Custodian's resignation, the
Custodian may distribute to you the assets of the Account,
reserving such Fund Shares as may be required for the payment
of all the Custodian's fees, compensation, costs and expenses
and for the payment of all liabilities of or against the
assets of the Account or the Custodian, so that the Custodian
may, where necessary, liquidate such shares with any balance
remaining after payment of all such fees, compensation, costs,
expenses and liabilities to be paid to you. Upon completion of
such distribution, the Custodian shall be relieved of any
liability with respect to the Account assets.
(6) Duties and Liabilities of Custodian. The Custodian shall deliver to
you all notices, prospectuses, financial statements, proxies, and
proxy soliciting materials relating to the Fund Shares held by it,
and shall not vote any of the Fund Shares held except in accordance
with your written instructions. The Custodian shall keep accurate
and detailed accounts of all contributions, receipts, investments,
distributions, disbursements and all other transactions, and shall
prepare and file any returns required to be filed by it as
Custodian of an Individual Retirement Account under the Code. The
Custodian shall be under no duties whatsoever except such duties as
are specifically set forth as such in this Custodial Agreement, and
no implied covenant or obligation shall be read into the Custodial
Agreement against the Custodian. In the performance of its duties,
the Custodian shall be liable only for its own gross negligence or
willful misconduct. In performing its duties under this Agreement,
the Custodian may hire agents, experts and attorneys and delegate
discretionary powers to, and rely upon, information and advice
furnished by such agents, experts and attorneys. You shall have the
sole authority and responsibility for the enforcement or defense of
the terms and conditions of the Custodial Agreement against or on
behalf of any person or persons claiming any interest in the
Account. The Custodian shall not be required to prosecute, defend
or respond to any action or any judicial proceeding relating to the
Account unless it has previously received indemnification
satisfactory to it in form and in substance. The Custodian shall be
liable only for its gross negligence or willful misconduct in
failing to perform the terms of this Agreement and shall not be
liable for any action or failure to act when such action or failure
to act is in accordance with your written authorization or
instructions or is due to the absence of written instructions. The
Custodian shall not be required to give bond or security for the
performance of its duties. You shall at all times fully indemnify
and save harmless the Custodian from any liability, cost, or
expense which may arise in connection with this Agreement, except
any liability, cost, or expenses arising from the gross negligence
or willful misconduct of the Custodian.
(7) Amendments. The Custodian reserves the right to amend all or any part
of the terms of this Custodial Agreement, upon written notice to
you, in any manner which would not disqualify the Custodial
Agreement from complying with section 408 of the Code. You agree
that the Custodian may amend its fee schedule from time to time on
written notice. In addition, you and the Custodian delegate to us
the power to amend all or any part of the terms of this Agreement,
including the removal of the Custodian and the appointment of a
successor custodian. Such amendment must be submitted to you and to
the Custodian and shall be effective at such time provided that: a)
we shall not have power to amend or terminate this Custodial
Account in such manner as would cause or permit any part of the
assets in the Custodial Account to be diverted to purposes other
than for the exclusive benefit of you or your Beneficiaries, (b) we
shall not have the right to modify or amend the Account
retroactively in such manner as to deprive you, or your
Beneficiary, of any benefit to which you were entitled unless such
modification or amendment is necessary to conform this Agreement
to, or satisfy the conditions of, any law, governmental regulation
or ruling, and to permit this Agreement to meet the requirements of
section 408 of the Code, or any similar statute enacted in lieu
thereof and (c) no such amendment which increases the Custodian's
duties or responsibilities or affects its fees shall become
effective unless the Custodian has consented to such amendment in
writing. You shall be deemed to have consented to any such
amendment.
(8) Termination. Upon termination of the Account, any and all assets
remaining in the Account together with any earnings shall be
distributed to you in cash or kind in one or more ways provided by
paragraph 2(c), as directed by you (or in the absence of such
direction, in a lump sum). Upon the completion of such
distribution, the Custodian shall be relieved from all further
liability with respect to all amounts so paid.
(9) Miscellaneous.
(a) The Custodian may rely on your or your Beneficiary's
representations on matters relating to this Agreement and shall
be under no duty to make any further investigations.
(b) Neither the establishment of the Account nor the creation of any
fund or account, nor the payment of any benefits, shall be
construed as giving you or any other person any legal or
equitable right against he Custodian except as herein provided.
(c) It is a condition of this Custodial Agreement, and you expressly
agree, that you shall look solely to the assets of the Account
for the payment of any benefit to which you are entitled under
this Agreement.
(d) This Custodial Agreement shall be construed, administered and
enforced according to the laws of the State of New York.
(10) Inalienability of Benefits. The benefits provided hereunder shall
not be subject to alienation, assignment, garnishment, attachment,
execution or levy of any kind, and any attempt to cause such
benefits to be so subjected shall not be recognized except to such
extent as may be required by law.
XXX Disclosure Statement
This Disclosure Statement explains the rules governing your Individual
Retirement Account ("XXX").
Your Right to Cancel. If you have received this Disclosure Statement
within seven days of opening your XXX, you have seven days to cancel and
get back the full amount paid for your XXX by mailing or delivering a
written request to cancel no later than the seventh day after opening to:
The Dreyfus Trust Company
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000
Attn.: XXX Administrator
After seven days following receipt of this Disclosure Statement, you
cannot cancel. The Disclosure Statement is deemed to be received as of the
date of your check or transfer instructions. The notice will be considered
mailed on the date of the postmark (or, if sent by certified or registered
mail, the date of certification or registration) if properly addressed and
mailed in the U.S., first class postage prepaid.
Contributions. You can contribute in any tax year before the year in which
you reach age 70 1/2 up to the lesser of $2,000 in cash (except for
rollovers) or 100% of your compensation. Contributions made for a taxable
year must be made no later than the due date for filing your Federal
income tax return (not including extensions). Compensation includes
amounts received as payment for personal services and alimony or separate
maintenance payments, but not interest, dividends, other earnings from
property or other amounts not included in your gross income. The funds in
your XXX are always yours; they are not subject to forfeiture other than
penalties required or permitted by law. XXX earnings generally are not
taxable until distribution begins.
- Deductible Contributions. Contributions made for the tax year are fully
deductible if neither you nor your spouse (if married) is an active
participant in a pension, profit sharing or stock bonus plan under
section 401(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), an annuity plan under section 403(a) of the Code, an annuity
contract or plan under section 403(b) of the Code, a simplified employee
pension plan under section 408(k) of the Code ("SEP-XXX"), or a trust
under section 401(c)(18) of the Code. Active participant status can be
determined if you refer to your or your spouse's year-end "Wage and Tax
Statement," IRS Form W-2.
If considered an active participant, the deduction for your XXX
contribution is reduced if (a) you are single and your adjusted gross
income ("AGI") exceeds the threshold level of $25,000, (b) you are
married filing a joint return and your and your spouse's AGI exceeds he
threshold level of $40,000, or (c) you are married filing a separate
return and your AGI exceeds the threshold level of $0. The deductible
amount of your XXX contribution is reduced by an amount that bears the
same ratio to the regular limit as your AGI, in excess of the threshold
level, bears to $10,000. When AGI levels reach $35,000 (if single),
$50,000 (if married filing joint return), and $10,000 (if married filing
separate return), no deduction is allowed.
Until the deductible amount equals zero, as determined above, the amount
you can contribute and deduct will not be lower than $200.
- Nondeductible Contributions. You may make nondeductible XXX
contributions not to exceed the lesser of $2,000 ($2,250 for Spousal
XXX) or 100% of your compensation, minus the amount of any allowable
deductible contribution. Earnings on nondeductible contributions
generally are tax deferred until distributed to you.
You must indicate on your tax return the extent to which your XXX
contributions are nondeductible. If you overstate the amount of your
nondeductible contributions, a penalty of $100 will be assessed unless
it was due to reasonable cause.
Spousal IRAs. If you file a joint return and have not reached age 70 1/2,
you can set up two accounts - one XXX for yourself and one for your spouse
("Spousal XXX"). You can contribute in the aggregate up to the lesser of
100% of your compensation or $2,250 to the accounts, but no more than
$2,000 to either one. You can still contribute to your XXX even if your
spouse has reached age 70 1/2, provided you have not reached age 70 1/2
during the tax year.
Simplified Employee Pension (SEP)-XXX. Your employer can make
contributions to a SEP-XXX on your behalf in an amount not to exceed the
lesser of 15% of your compensation or $30,000. Contributions must be made
under a written allocation formula which cannot discriminate in favor of
key or highly compensated employees. Contributions are considered
discriminatory unless they bear a uniform relationship to the first
$200,000 of each participating employee's total compensation. If your
employer does not maintain an integrated plan (i.e., a plan integrated
with Social Security benefits) at any time during the taxable year, Old
Age and Survivor Disability Insurance ("OASDI") contributions may be taken
into account as contributions to your SEP-XXX, but only if such OASDI
contributions are taken into account for each employee maintaining a
SEP-XXX. If the SEP-XXX is part of a top-heavy plan as defined in the
Code, your employer must make a minimum contribution required to each
non-key employee's SEP-XXX for each year that the plan is top-heavy.
Generally, a plan is top-heavy if the sum of the accounts of key employees
as defined in Code section 416 exceeds 60% of the sum of the accounts of
all employees. If your employer maintains more than one plan, such plans
may, or under certain circumstances must, be combined to determine whether
the SEP-XXX is top-heavy. Generally, the minimum contribution required to
be made to the SEP-XXX of each non-key employee in a top-heavy year is 3%
of that employee's compensation. Your employer must cover each employee
who has attained age 21 and has performed service during at least 3 of the
immediately preceding 5 calendar years. Employees who earn less than $300
a year, employees covered by certain collective bargaining agreements and
certain nonresident aliens may be excluded from the plan. "Leased
employees" as defined in Code section 414(n) must be treated as regular
employees for the purposes of making SEP-XXX contributions, unless the
leasing organization provides prescribed minimum pension benefits to the
leased employees. Any SEP-XXX contribution made by the leasing
organization attributable to services performed for your employer may be
used to reduce your employer's contribution to a leased employee's
SEP-XXX. Contributions made by your employer to your SEP-XXX for a taxable
year are excludable from your gross income and deductible by your
employer. In addition, you may contribute on your own behalf an amount up
to the lesser of 100% of your compensation or $2,000; however, the amount
you can deduct is dependent on your AGI level (see "Contributions -
Deductible Contributions" above). Except as provided above, your SEP-XXX
generally is subject to the rules governing a Regular XXX. Your rights to
withdraw amounts held in a SEP-XXX cannot be restricted by your employer.
If your employer has 25 employees or less, your employer may choose to
accept "elective" tax-deferred contributions not to exceed $7,000 (as
adjusted for cost of living increases) through a salary reduction
arrangement. For such an arrangement, at least 50% of all employees must
elect to contribute to the SEP-XXX, and a certain deferral percentage is
applied to highly compensated employees.
Penalty for Excess Contributions. Excess contributions are nondeductible
and are subject to an annual nondeductible excise tax of 6% of the excess
for each year the excess is not withdrawn or eliminated. The tax is paid
by the person for whose benefit the XXX was opened. If no deduction is
taken for the excess contribution and the excess plus the net earnings on
the excess are withdrawn on or before the due date (including extensions)
for filing the Federal tax return for the contribution year, the 6% excise
tax will not apply; but the earnings on the excess will be includible in
your gross income and the 10% tax on premature distributions will be
applied to such earnings, unless you are age 59 1/2 or disabled. If the
excess contribution is withdrawn after such time, the excess will be
subject to the 6% excise tax and will be includible in your gross income
and subject to the 10% tax on premature distributions (if applicable).
However, if an XXX contribution for a year does not exceed $2,250
(excluding rollover amounts), an excess contribution which was not claimed
as a deduction may be withdrawn (without the net income attributable
thereto) at any time without incurring the 10% tax on premature
distributions or including it in income. The 6% excise tax will be imposed
each year until the excess is withdrawn or eliminated. Instead of
withdrawing the excess contribution, it may be eliminated by making
reduced contributions in later years. The 6% excise tax will apply until
the excess is eliminated in a later year in which the maximum contribution
has not been made. You may withdraw tax-free and without penalty any
excess rollover contribution if it occurred because you reasonably relied
on erroneous information required to be supplied by the entity making the
distribution that was rolled over. If your XXX is invested in a time
deposit, a withdrawal (including a withdrawal of any excess contributions)
may be subject to early withdrawal penalties in addition to tax penalties.
The rules discussed above generally apply to SEP-IRAs as well.
Rollovers (Direct and Regular). All or a portion of certain distributions
from your or your deceased spouse's qualified retirement plan, annuity or
another XXX may be eligible to be rolled over into a tax-deferred XXX.
Distributions from another XXX may be rolled over within 60 days after
receipt. If a distribution from your or your deceased spouse's qualified
retirement plan or 403(b) annuity is eligible for rollover treatment, you
must arrange to have the trustee or custodian of such plan directly
transfer the distribution to the trustee or custodian of your Rollover XXX
if you wish to avoid 20% Federal income tax withholding on the
distribution. This is known as a "direct rollover." If you receive a
distribution that is eligible for rollover (and thus have 20% of your
distribution withheld), you may still effect a rollover into a
tax-deferred XXX within 60 days after receipt of the distribution. This is
known as a "regular rollover." If you plan on rolling over the proceeds of
a distribution from a qualified plan or 403(b) annuity, you generally will
be better off effecting a direct rollover so as to avoid mandatory 20%
withholding on your distribution. When you receive a distribution from
your or your deceased spouse's qualified retirement plan or 403(b)
annuity, you should receive a detailed tax notice describing the various
rules applicable to your distribution, including your rollover options.
Rollover contributions to your XXX are not deductible. Accumulated
voluntary deductible contributions to a qualified retirement plan or
governmental plan may be eligible for rollover treatment when distributed.
Rollovers from an employer's qualified plan to your Rollover XXX may later
be rolled over to another qualified retirement plan only if funds from
other sources were not contributed to such XXX and no part is attributable
to contributions made for you as a self-employed individual to a
self-employed (HR-10 or Xxxxx) retirement plan. A rollover distribution
from an XXX may be made only once in any twelve month period. There is no
limit on direct transfers of XXX assets from one XXX custodian or trustee
to another.
Inherited IRAs. An inherited XXX is an XXX which is acquired by a
Beneficiary who is not your spouse on your death. Such a Beneficiary
cannot make cash or rollover contributions to that XXX or treat it as his
or her own.
Withdrawal Restrictions. A taxable distribution before age 59 1/2 will be
included in your gross income and will be subject to a nondeductible 10%
tax penalty, any early withdrawal penalties on time deposits and other
penalties required or permitted by law. There is no 10% tax penalty for
distributions made because of death, permanent disability, rollovers or
timely removal of an excess contribution or for distributions made in the
form of substantially equal periodic payments over your life expectancy
(or the joint life expectancies of you and your Beneficiary).
Prohibited Transactions. If you engage in a "prohibited transaction," as
defined in section 4975 of the Code, the XXX loses its tax exemption and
the total value of your XXX must be included in your gross income. If you
pledge any portion of your XXX as security for a loan, the amount pledged
must be included in your gross income. Prior to disability or age 59 1/2,
the additional 10% penalty tax on premature distributions will be imposed
on amounts included in your gross income by reason of a prohibited
transaction. The same rules apply to a spouse's use of his or her Spousal
XXX.
Distributions During Your Life. No tax penalty is imposed on distributions
from your XXX after you reach age 59 1/2 or become permanently disabled.
Distributions must begin no later than the first day of April following
the calendar year in which you reach age 70 1/2. Generally, you are
permitted to receive your XXX in a lump sum or installments over a period
not extending beyond your life expectancy or the joint life and last
survivor expectancy of you and your Beneficiary. You may also request a
distribution of any part of your XXX balance. Life expectancies are
determined in accordance with the IRS tables. Unless otherwise elected by
you prior to the required commencement of your distributions, your life
expectancy and that of your spouse will not be recalculated annually. An
election by you to recalculate shall be irrevocable and shall apply to all
subsequent years. The life expectancy of a nonspousal Beneficiary cannot
be recalculated. All distributions are taxed at ordinary income tax rates
and are not eligible for capital gains treatment or five-year averaging.
If you direct distributions to be made over your life or the joint lives
of you and your designated Beneficiary, the Custodian will purchase with
your XXX an immediate annuity contract from an insurance company you
choose and your payments will be made under the annuity.
You must provide a completed annuity application from the insurance
company of your choosing.
When requesting a distribution, you must specify the reason for the
distribution. Examples are: premature distributions (i.e., distributions
before age 59 1/2), rollovers, disability, death, normal (at or after age
59 1/2), excess contribution returns and other.
Distributions On and After Your Death. If you die after you are required
to begin receiving distributions, your designated Beneficiary must receive
the balance of your XXX at least as rapidly as under your method of
distribution. If you die before you are required to begin receiving
distributions, distribution must be made to your Beneficiary in one of the
following ways:
(i) by December 31st of the year containing the fifth anniversary of
your death (if a distribution option is not selected, this option
will apply);
(ii) in equal or substantially equal installments over a set period
not extending beyond your Beneficiary's life expectancy,
beginning no later than December 31st of the year following the
year of your death;
(iii) in the case of a spousal Beneficiary who so elects within the
five-year period following your death, installment payments over
a set period not extending beyond your spousal Beneficiary's life
expectancy commencing at any date prior to December 31st of the
year in which you would have reached age 70 1/2; or
(iv) unless you direct the Custodian otherwise in writing, and if your
spouse is your Beneficiary, then notwithstanding the foregoing,
he or she may elect to treat the account as his or her own XXX,
in which case the normal XXX distribution rules will apply.
Election (iv) is considered to have been made if your spouse makes a
regular XXX contribution to this XXX, makes a rollover to or from this XXX
or fails to elect any of the above distribution provisions. Payments will
be calculated by the use of the IRS tables. Unless otherwise elected by
your surviving spouse Beneficiary when you die before you are required to
begin receiving distributions, the life expectancy of your surviving
spouse Beneficiary will not be recalculated. An election to recalculate
shall be irrevocable and shall apply to all subsequent years. The life
expectancy of a nonspousal Beneficiary cannot be recalculated. You may
designate a change of Beneficiary on a form provided by the Sponsor or the
Custodian. The change will not be effective unless the Custodian receives
a properly completed form prior to your death. If after your death your
designated Beneficiary is receiving (or entitled to receive) payments over
a set period, he or she may designate a Beneficiary to receive the balance
of the XXX (if any) on his or her death in accordance with the above
rules. A written authorization filed with the Custodian (which can be on
your Beneficiary designation form) permits a designated Beneficiary
receiving installment payments, from time to time, to choose to increase
the frequency or amount of payments and/or withdraw all or any portion of
the XXX.
Distribution After Age 70 1/2. Minimum Distribution Requirements. If the
amount distributed to you for any tax year after you reach age 70 1/2 is
less than the minimum amount required by law, the IRS may impose a penalty
tax equal to 50% of any such deficiency unless it is satisfied that
reasonable steps are being taken to remedy the deficiency. The amount
required to be distributed in any year is generally based on your life
expectancy or the joint life expectancies of you and your designated
Beneficiary. However, if your Beneficiary is not your spouse, the law
imposes an additional requirement which is called the minimum distribution
incidental benefit requirement. In general, this requirement is designed
to prevent you from naming a Beneficiary who is much younger than yourself
in order to extend your payout period. You may wish to consult your tax
advisor to determine your minimum distribution. These rules on
distribution apply equally to Spousal IRAs.
Distribution of Nondeductible Contributions. Withdrawals which include
nondeductible contributions will be treated as part taxable and part
nontaxable. The amount considered nontaxable is the portion which
bears the same ratio to the total distribution that your aggregate
nondeductible contributions bear to your Account balance at the end of
the year for all of your IRAs, plus adding back any distributions for
the year. The 10% tax penalty on distributions prior to age 59 1/2
will apply for the taxable portion of the distribution.
Penalty for Excess Distributions. A 15% tax penalty is imposed on the
sum of all annual distributions received during the calendar year in
excess of $150,000 (or $112,500 adjusted for cost of living increases,
if higher). Please consult with your tax advisor for more complete
information, including the availability of favorable elections. The
excess distribution penalty tax will not apply to a distribution of
nondeductible contributions, or a distribution to an alternate payee
under a qualified domestic relations order.
Estate and Gift Tax Exemption. Generally, your XXX will be included in
your estate for Federal estate tax purposes. Your XXX may qualify for a
deduction for purposes of that tax if the Beneficiary is your spouse.
Designation of a Beneficiary to receive your XXX on your death is not
treated as a gift subject to the Federal gift tax.
Fees and Charges; Commissions. The Custodian of your XXX will charge
against your Account an annual maintenance fee for each mutual fund
account, bank deposit account and other investment in your XXX. The
Custodian may also charge against your Account any taxes assessed on it,
administrative expenses incurred by it (including, without limitation,
attorneys' fees), and penalties required or permitted by law (including
penalties for early withdrawals of time deposits). The Custodian may
liquidate assets held in your XXX and apply the proceeds to pay such fees
and expenses. In lieu of charging such fees and expenses against your
Account, the Custodian may, in its sole discretion, allow you to pay such
fees and expenses directly by separate check. To the extent directed by
you in writing, the Custodian of your XXX will also charge against your
Account the fees of an investment advisor authorized to direct the
investment of your Account. The Custodian will liquidate assets held in
your XXX and apply the proceeds to pay such advisory fees in accordance
with your written instructions. The payment of advisory fees out of your
Account will not be reported to the IRS as a taxable distribution provided
that you certify to the Custodian that your XXX is solely liable for the
payment of such fees. The Custodian's current fee schedule is set forth in
the Application and may be amended from time to time upon written notice
to you. In the case of a mutual fund that charges a sales commission on
the purchase of shares, a sales commission will also be charged against
each investment in such mutual fund as described in the mutual fund's
prospectus.
Federal Income Tax Withholding and Filing Requirements. Distributions from
your XXX are subject to Federal income tax withholding unless you (or your
Beneficiary) elect not to have withholding apply. The current withholding
rate set by law is 10%. When you want to receive a distribution from your
XXX, contact the Custodian which will supply you with additional
information and election forms. Form 5329 must be filed with the IRS for
each tax year you owe tax penalties, such as taxes on excess contribution,
early distribution or underdistributions over age 70 1/2.
Form Approved by IRS. A form of your Xxxxxxx XXX has been approved by the
IRS.
Questions About Your XXX. You can obtain further information about IRAs
from any IRS district office or from Dreyfus Service Corporation.
Investment and Holding of Contributions. Contributions to your XXX and any
earnings on such contributions are invested in shares of mutual funds
managed by The Dreyfus Corporation and such other investments as may be
authorized from time to time by The Dreyfus Corporation and approved by
the Custodian. Your XXX assets are held in a Custodial Account exclusively
for your benefit and the benefit of such Beneficiaries as you may
designate in writing delivered to the Custodian. Your right to the entire
balance in your XXX is nonforfeitable. No part of your XXX assets may be
invested in life insurance contracts or in collectibles such as works of
art, antiques or stamps; however, investments in gold and silver coins
issued by the United States are permitted, if permitted as investments by
the Custodian.
Financial Information. The growth in the value of mutual fund investments
held in your XXX can neither be guaranteed nor projected.
Table of Contents
Article I: Definitions Article III: Contributions
1.1 Actual Deferral Percentage ......... 1 3.1 Limit on Employer Contributions ..... 3
1.2 Adoption Agreement ................. 1 3.2 402(h) Limit ........................ 3
1.3 Average Actual Deferral Percentage . 1 3.3 Employer Discretionary Contributions. 3
1.4 Code ............................... 1 3.4 Elective Deferrals .................. 4
1.5 Committee .......................... 1
1.6 Compensation ....................... 1 Article IV: Participants' Rights to Benefits
1.7 Earned Income ...................... 1 4.1 Nonforfeitability ................... 5
1.8 Elective Deferrals ................. 1 4.2 Withdrawals and Distributions ....... 5
1.9 Eligible Employee .................. 1 4.3 Death ............................... 5
1.10 Employee ........................... 1
1.11 Employer ........................... 2 Article V: Top-Heavy Provision
1.12 Family Member ...................... 2 5.1 Definitions ......................... 5
1.13 Highly Compensated Employee ........ 2 5.2 Top-Heavy Determination ............. 7
1.14 XXX or SEP-XXX ..................... 2 5.3 Minimum Allocation .................. 7
1.15 Integration Level .................. 2
1.16 Net Profits ........................ 2 Article VI: Plan Administration
1.17 Non-Highly Compensated Employee .... 2 6.1 Appointment of Committee ............ 8
1.18 Participant ........................ 2 6.2 Claims Procedure .................... 8
1.19 Plan ............................... 2 6.3 Records and Reports ................. 8
1.20 Plan Year .......................... 2 6.4 Powers and Duties ................... 8
1.21 SEP ................................ 2 6.5 Committee Action .................... 8
1.22 Sponsor ............................ 3 6.6 Reliance on Professional Advice ..... 8
1.23 Taxable Wage Base .................. 3 6.7 Participant Information ............. 8
6.8 Standard of Care .................... 9
Article II: Participation Article VII: Miscellaneous Provisions
2.1 Commencement of Participation ...... 3 7.1 No Right of Continued Employment .... 9
7.2 Amendments .......................... 9
7.3 Termination ......................... 9
7.4 Governing Law ....................... 9
Article I: Definitions
1.1 "Actual Deferral Percentage" shall mean the ratio (expressed as a
percentage) of Elective Deferrals (including excess elective
deferrals) contributed on behalf of an Eligible Employee for the Plan
Year to the Eligible Employee's Compensation for the Plan Year. The
Actual Deferral Percentage of an Eligible Employee who does not make
an Elective Deferral is zero.
1.2 "Adoption Agreement" shall mean the document executed by the adopting
Employer which contains all the options which may be selected and
which incorporates this basic plan document by reference.
1.3 "Average Actual Deferral Percentage" shall mean the average
(expressed as a percentage) of the Actual Deferral Percentages of the
Eligible Employees in a group.
1.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.5 "Committee" shall mean the person or persons appointed by the
Employer to administer the Plan in accordance with Section 6.1. If
no such Committee is appointed by the Employer, the Employer shall
act as the Committee.
1.6 "Compensation" shall mean, unless otherwise specified in the Adoption
Agreement, in the case of an Employee other than a Self-Employed
Individual, his or her section 3401(a) wages, which are actually paid
during the applicable period. In the case of a Self-Employed
Individual, Compensation shall mean his or her Earned Income. Unless
otherwise specified in the Adoption Agreement, the applicable period
shall be the Plan Year. If elected by the Employer in the Adoption
Agreement, Compensation shall also include Employer contributions
made pursuant to a salary reduction agreement with an Employee which
are not currently includible in the gross income of the Employee by
reason of the application of sections 125, 402(e)(3), 402(h)(1)(B) or
403(b) of the Code. Compensation shall not include amounts in excess
of $150,000, as adjusted by the Secretary of the Treasury at the same
time and in the same manner as under section 415(d) of the Code. In
determining Compensation for purposes of the adjusted $150,000
limitation, the family member rules of section 414(q)(6) of the Code
shall apply except that in applying such rules, the term "family"
shall include only the Employee's spouse and any lineal descendants
who have not attained age 19 before the close of the Plan Year. If,
as a result of the application of such family member rules, the
adjusted $150,000 limitation is exceeded, then (except for purposes
of determining the portion of Compensation up to the Integration
Level if this Plan is integrated with Social Security), the adjusted
$150,000 limitation shall be prorated among the affected individuals
in proportion to each such individual's Compensation as determined
under this Section prior to the application of the adjusted $150,000
limitation.
1.7 "Earned Income" shall mean the annual net earnings from
self-employment in the trade or business with respect to which the
Plan is established, provided that personal services of the
individual are a material income-producing factor. Net earnings will
be determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are reduced
by contributions by the Employer to a qualified plan to the extent
deductible under section 404 of the Code. Net earnings shall be
determined with regard to the deduction allowed to the taxpayer by
section 164(f) of the Code.
1.8 "Elective Deferrals" shall mean any Employer contributions made to
the Plan at the election of the Participant, in lieu of cash
compensation, pursuant to a salary reduction agreement or other
deferral mechanism.
1.9 "Eligible Employee" shall mean, for a particular Plan Year, each
Employee who is not excluded from eligibility to participate in the
Plan under the Adoption Agreement. The determination of eligibility
shall be made on the last day of the Plan Year.
1.10 "Employee" shall mean any person employed by the Employer and any
person treated as an employee under section 401(c) of the Code.
A "leased employee" shall also be treated as an Employee. The term
"leased employee" means any person (other than an employee of the
recipient employer) who pursuant to an agreement between the
recipient employer and any other person ("leasing organization") has
performed services for the recipient employer (or for the recipient
employer and related persons determined in accordance with section
414(n)(6) of the Code) on a substantially full-time basis for a
period of at least one year, and such services are of a type
historically performed by employees in the business field of the
recipient employer. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as
provided by the recipient employer.
Notwithstanding the preceding paragraph, a leased employee shall not
be considered an employee of the recipient employer if: (i) such
employee is covered by a money purchase pension plan providing (1) a
nonintegrated employer contribution rate of at least ten percent
(10%) of Compensation, as defined in section 415(c)(3) of the Code,
but including amounts contributed pursuant to a salary reduction
agreement which are excludable from the employee's gross income under
section 125, section 402(a)(8), section 402(h) or section 403(b) of
the Code,(2) immediate participation and (3) full and immediate
vesting; and (ii) leased employees do not constitute more than twenty
percent (20%) of the recipient employer's non-highly compensated
workforce.
1.11 "Employer" shall mean the corporation, partnership, proprietorship or
other business entity which shall adopt the Plan or any successor
thereof and any employer required to be aggregated with such entity
under section 414(b), (c), (m) or (o) of the Code.
1.12 "Family Member" shall, with respect to a five percent (5%) owner or
top-ten Highly Compensated Employee described in section 414(q)(6)(A)
of the Code, include the spouse and lineal ascendants and descendants
of an Employee and the spouses of such lineal ascendants and
descendants. The determination of who is a Family Member will be
made in accordance with section 414(q) of the Code.
1.13 "Highly Compensated Employee" shall include any Employee who performs
services for the Employer during the Determination Year and who,
during the Look-Back Year: (i) received Compensation from the
Employer in excess of $75,000 (as adjusted pursuant to section 415(d)
of the Code); (ii) received Compensation from the Employer in excess
of $50,000 (as adjusted pursuant to section 415(d) of the Code), and
was a member of the top-paid group for such year; or (iii) was an
officer of the Employer and received Compensation during such year
that is greater than fifty percent (50%) of the dollar limitation in
effect under section 415(b)(1)(A) of the Code. The term "Highly
Compensated Employee" also includes: (i) an Employee who is described
in the preceding sentence if the term "Determination Year" is
substituted for the term "Look-Back Year" and the Employee is one of
the 100 most highly compensated Employees of the Employer during the
Plan Year; and (ii) an Employee who is a five percent (5%) owner of
the Employer at any time during the Look-Back or Determination Year.
For this purpose, the Determination Year shall be the Plan Year, and
the Look-Back Year shall be the twelve (12) month period immediately
preceding the Determination Year unless the Employer has elected to
use the calendar year ending with or within the Determination Year as
the Look-Back Year for purposes of its employee benefit plans. If
the Employer has so elected to use such calendar year as the
Look-Back Year for its employee benefit plans, the Determination Year
shall be the "lag period," if any, by which the applicable
Determination Year extends beyond such calendar year.
The determination of who is a Highly Compensated Employee, including
the determinations of the number and identity of employees in the
top-paid group, the top 100 employees, the number of employees
treated as officers and the compensation that is considered, will be
made in accordance with section 414(q) of the Code and the
regulations thereunder.
1.14 "XXX" or "SEP-XXX" shall mean the Dreyfus Individual Retirement
Account (a prototype XXX upon which a favorable opinion letter has
been issued by the Internal Revenue Service).
1.15 "Integration Level" shall mean the Taxable Wage Base or such lesser
amount elected by the Employer in the Adoption Agreement.
1.16 "Net Profits" shall mean the current and accumulated earnings of the
Employer before Federal and State taxes and contributions to this and
any other qualified plan.
1.17 "Non-Highly Compensated Employee" shall mean an Employee of the
Employer who is neither a Highly Compensated Employee nor a Family
Member.
1.18 "Participant" shall mean an Eligible Employee participating in the
Plan in accordance with Section 2.1.
1.19 "Plan" shall mean this Prototype Simplified Employee Pension and the
Adoption Agreement of the Adopting Employer, as from time to time
amended.
1.20 "Plan Year" shall mean the calendar year, unless the Employer's
fiscal year is specified as the Plan Year in the Adoption Agreement.
1.21 "SEP" shall mean a Simplified Employee Pension within the meaning of
section 408(k) of the Code.
1.22 "Sponsor" shall mean The Dreyfus Corporation.
1.23 "Taxable Wage Base" shall mean the contribution and benefit base in
effect under Section 230 of the Social Security Act at the beginning
of the Plan Year.
Article II: Participation
2.1 Commencement of Participation
The Employer shall promptly notify each Employee that satisfies the
Plan's eligibility requirements set forth in the Adoption Agreement
that he/she may take the necessary steps to commence participation
in the Plan. If an Eligible Employee cannot be located or refuses
to establish an XXX to receive contributions made to the Plan, the
Employer may execute the necessary documents to establish an XXX on
such Eligible Employee's behalf.
An Eligible Employee shall commence participation in the Plan by
establishing an XXX to receive contributions made to the Plan,
notifying the Committee of the establishment of the XXX, and, if
applicable, entering into a "salary reduction agreement" as
described in Section 3.4 with the Employer.
Article III: Contributions
3.1 Limit on Employer Contributions
Employer contributions for each Plan Year (including, if
applicable, Elective Deferrals) shall be determined in accordance
with the Adoption Agreement, but shall not exceed the maximum
amount which shall constitute an allowable deduction under section
404(h) of the Code. Unless otherwise specified in the Adoption
Agreement, Employer contributions may only be made out of Net
Profits.
3.2 402(h) Limit
In no event shall Employer contributions (including Elective
Deferrals made pursuant to Section 3.4) made on behalf of any
Participant exceed the lesser of 15% of the Participant's
Compensation includible in the Participant's gross income for the
year (determined without regard to the Employer contributions made
under this Plan), or the limitation in effect under Section
415(c)(1)(A) of the Code (currently $30,000). In the case of a
Participant who is a Highly Compensated Employee, the limitation in
effect under Section 415 (c)(1)(A) of the Code (currently $30,000)
shall be reduced, if the Plan is integrated with Social Security,
by the amount of contributions made on behalf of the Participant
based on Compensation over the Integration level. [Note: The Plan
may not be integrated with Social Security if the Plan permits only
Elective Deferrals.] All businesses of a Self-Employed Individual
shall be aggregated for purposes of applying the 15% of
Compensation described in this Section 3.2.
3.3 Employer Discretionary Contributions
The following provisions shall apply if the Employer has elected in
the Adoption Agreement to make Employer Discretionary
Contributions.
(a) If the Plan is not integrated with Social Security, the
Employer Discretionary Contribution for any Plan Year shall be
allocated to the XXX established for each Participant in the
ratio which each Participant's Compensation for the Plan Year
bears to that of all Participants for such Plan Year.
(b) If the Plan is integrated with Social Security, the Employer
Discretionary Contribution shall be allocated as follows:
(i) If under Article V, the Plan is Top-Heavy for the Plan Year
and the minimum Top-Heavy contribution is made under the
Plan, then contributions shall be allocated to each
Participant's XXX in the ratio that each Participant's
aggregate Compensation bears to that of all Participants
for the Plan Year, up to three percent (3%) of each
Participant's aggregate Compensation for the Plan Year.
Any remaining contributions shall be allocated to each
Participant's XXX in the ratio that each Participant's
Compensation in excess of the Integration Level bears to
the sum of all Participant's Compensation in excess of the
Integration Level for the Plan Year, up to three V (3%) of
each Participant's Compensation for the Plan Year in excess
of the Integration Level.
(ii) If the Plan is not Top-Heavy for the Plan Year,
contributions (or if the Plan is Top-Heavy, contributions
remaining after step (i) above) shall be allocated to each
Participant's XXX in the ratio that the sum of each
Participant's aggregate Compensation and Compensation in
excess of the Integration Level bears to the sum of all
Participants' aggregate Compensation and Compensation in
excess of the Integration Level for the Plan Year, up to
the product of (a) the Permitted Disparity Percentage as
specified in the Adoption Agreement (reduced by three
percent (3%) if the Plan is Top-Heavy) times (b) each
Participant's aggregate Compensation plus Compensation in
excess of the Integration Level for the Plan Year. Any
remaining contributions will be allocated to all
Participants in the ratio that each Participant's aggregate
Compensation bears to all Participants' aggregate
Compensation for the Plan Year.
(c) Employer Discretionary Contributions will be paid by the
Employer to Participants' XXX within the time period prescribed
in Section 404(h) of the Code.
3.4 Elective Deferrals
The following provisions shall apply if the Employer has elected in the
Adoption Agreement to permit Elective Deferrals.
(a) Elective Deferrals shall be permitted for a Plan Year only if:
(i) Not less than 50% of Eligible Employees elect, or have an
election in effect, to have Elective Deferrals made to the
Plan; and
(ii) The Employer had no more than 25 Eligible Employees at any
time during the prior Plan Year.
(b) In the event that the 50% requirement of Section 3.4(a)(i) is
not satisfied as of the end of any Plan Year, then all Elective
Deferrals made by Participants for that Plan Year shall be
considered "disallowed deferrals," i.e., XXX contributions that
are not SEP-XXX contributions. The Employer shall notify each
affected Participant, within 2 1/2 months following the end of
the Plan Year to which the disallowed deferrals relate, that
the Elective Deferrals are no longer considered SEP-XXX
contributions. Such notification shall specify the amount of
the disallowed deferrals and the calendar year in which they
are includible in income and must provide an explanation of
applicable penalties if the disallowed deferrals are not
withdrawn in a timely fashion.
(c) The Employer shall contribute and allocate to each
Participant's XXX an amount equal to the amount of the
Employee's Elective Deferrals. Elective Deferrals will be paid
by the Employer to the Participant's XXX trustee or custodian
as soon as practicable in compliance with Department of Labor
Regulation Section 2510.3-102.
(d) An Eligible Employee may elect to have Elective Deferrals made
under this Plan by entering into a salary reduction arrangement
with his Employer. A salary reduction arrangement is an
agreement whereby the Employee accepts a reduction in
Compensation in consideration of a contribution by the Employer
on such Employee's behalf in the same amount to the Employee's
XXX established under the Plan. A salary reduction arrangement
may also include an agreement whereby the Employee elects to
have all or part of a cash bonus contributed to his/her XXX
rather than paid to him/her in cash. An Eligible Employee may
elect to enter into such an agreement with the Employer by
filing a written election with the Committee, on a form
supplied by the Committee, specifying a dollar amount or a
whole percentage of his/her Compensation or cash bonus he/she
wishes to be contributed by the Employer to the XXX he/she has
established pursuant to the Plan. No Elective Deferrals may be
based on Compensation an Employee received, or had a right to
receive, before execution of the salary reduction agreement.
An election shall remain in force until changed or canceled in
writing by a Participant in accordance with rules established
by the Committee on a form supplied by the Committee.
(e) Under no circumstances may a Participant's Elective Deferrals
in any calendar year exceed the limitation under section 402
(g) of the Code based on all of the plans of the Employer.
Each Participant shall be solely responsible for determining
whether such Participant's Elective Deferrals have exceeded
such limitation.
(f) If the Employer contributes nonelective employer contributions
to this Plan or any other SEP for a Plan Year, or contributes
to any qualified defined contribution plan for such Plan Year,
then an Employee's Elective Deferrals may be limited to the
extent necessary to satisfy the maximum contribution
limitations under section 415(c)(1)(A) of the Code.
(g) In no event shall the percentage of Compensation deferred by a
Highly Compensated Employee in a Plan Year exceed the Average
Actual Deferral Percentage of all Eligible Employees who are
Non-Highly Compensated Employees in such Plan Year multiplied
by 1.25. The Compensation and Elective Deferrals of Family
Members shall be attributed to Highly Compensated Employees in
computing the percentage of compensation deferred by a Highly
Compensated Employee in any Plan Year, and Family Members shall
be disregarded as separate employees. In computing the Average
Actual Deferral Percentage of all Eligible Employees who are
not Highly Compensated Employees, Eligible Employees not
participating in the Plan shall be counted as contributing 0%
of Compensation. Amounts in excess of the deferral percentage
limitation will be deemed excess SEP contributions on behalf of
the affected Highly Compensated Employee or Employees.
(h) The Employer shall notify each affected Highly Compensated
Employee, within 2 1/2 months following the end of the Plan
Year to which the excess SEP contributions relate, of any
excess SEP contributions to the Highly Compensated Employee's
SEP-XXX for the applicable year. Such notification shall
specify the amount of the excess SEP contributions and the
calendar year in which the contributions are includible in
income and must provide an explanation of applicable penalties
if the excess SEP contributions are not withdrawn in a timely
fashion.
(i) The Employer shall notify each Participant who makes an
Elective Deferral to the Plan that, until 2 1/2 months after
the end of a particular Plan Year, any transfer or distribution
from that Participant's SEP-XXX of SEP contributions (or income
on these contributions) attributable to Elective Deferrals made
during that Plan Year will be includible in income for purposes
of sections 72(t) and 408(d)(1) of the Code.
(j) The Committee shall have the right to monitor and limit a
Highly Compensated Employee's Elective Deferrals to prevent
such Highly Compensated Employee from making Elective Deferrals
in excess of the limitations set forth in Sections 3.4(e),
3.4(f), and 3.4(g) of the Plan.
Article IV: Participants' Rights to Benefits
4.1 Nonforfeitability
All contributions made to this Plan by the Employer on behalf of a
Participant shall be fully vested and nonforfeitable at all times.
4.2 Withdrawals and Distributions
The right of a Participant to withdraw amounts or to otherwise
receive distributions from the XXX selected by the Participant upon
commencement of participation in the Plan shall be determined by
reference to the terms of such XXX, subject to such rules as may
be issued by the Internal Revenue Service relating to excess
contributions. Except as provided in the preceding sentence,
Employer contributions are not conditioned on the retention in the
Plan of any portion of the amount contributed and there is no
prohibition imposed on withdrawals from the Plan.
4.3 Death
In the event of a Participant's death, disposition of the
Participant's XXX shall be determined by reference to the terms of
such XXX and any designation of beneficiary(ies) made by
Participants pursuant thereto.
Article V: Top-Heavy Provisions
5.1 Definitions
For purposes of this Article, the following words shall have the
following meaning:
(a) "Determination Date" shall mean (i) the last day of the
preceding Plan Year, or (ii) in the case of the first Plan Year
of any Plan, the last day of such Plan Year.
(b) "Key Employee" shall mean any Employee or former Employee (and
the Beneficiaries of such Employee) who at any time during the
Plan Year containing the Determination Date and the four (4)
preceding Plan Years was:
(1) An officer of the Employer if such individual's annual
Compensation exceeds fifty percent (50%) of the dollar
limitation under section 415(b)(1)(A) of the Code (provided
that the number of Employees treated as officers shall be
no more than fifty (50) or, if fewer, the greater of three
(3) Employees or ten percent (10%) of all Employees);
(2) An owner (or considered an owner under section 318 of the
Code) of at least a one-half of one percent (.5%) interest
and one of the ten (10) largest interests in the Employer
if such individual's annual Compensation exceeds one
hundred percent (100%) of the dollar limitation under
section 415(c)(1)(A) of the Code;
(3) A five percent (5%) owner of the Employer; or
(4) A one percent (1%) owner of the Employer who has an annual
Compensation of more than one hundred fifty thousand
dollars ($150,000).
For this purpose, annual Compensation means Compensation as defined
in section 415(c)(3) of the Code, but including amounts excludable
rom the Employee's gross income by reason of sections 125,
401(a)(8), 402(h) or 403(b) of the Code. The determination of who
is a Key Employee will be made in accordance with section 416(i)(1)
of the Code and the regulations thereunder.
(c) "Non-Key Employee" shall mean any Employee who is not a Key
Employee.
(d) "Permissive Aggregation Group" shall mean the Required
Aggregation Group of plans plus any other plan or plans of the
Employer which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements
of sections 401(a)(4) and 410 of the Code.
(e) "Present Value" shall be based on the interest and mortality
table specified in the Employer's qualified defined benefit
plan for Top-Heavy purposes, or if such assumptions are not
specified in the Employer's qualified defined benefit plan,
Present Value shall be based on the assumptions specified in
the Adoption Agreement.
(f) "Required Aggregation Group" shall mean (1) each qualified
defined contribution plan of the Employer in which at least one
Key Employee participates or participated at any time during
the determination period (regardless of whether the Plan has
terminated), and (2) any other qualified defined contribution
plan of the Employer which enables a plan described in (1) to
meet the requirements of sections 401(a)(4) or 410 of the Code.
(g) "Top-Heavy Ratio."
(1) If the Employer maintains one or more defined contribution
plans (including this or any other SEP) and the Employer
has not maintained any defined benefit plan which during
the five (5) year period ending on the Determination Date
has or has had accrued benefits, the Top-Heavy Ratio for
this Plan alone or for the Required or Permissive
Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the account balances of
all Key Employees as of the Determination Date (including
any part of any account balance distributed in the five (5)
year period ending on the Determination Date), and the
denominator of which is the sum of all account balances
(including any part of any account balance distributed in
the five (5) year period ending on the Determination Date),
both computed in accordance with Section 416 of the Code
and the regulations thereunder. The Employer may elect in
the Adoption Agreement to consider the contributions that
have been made to this Plan on behalf of Key Employees and
all Employees rather than the account balances of Key
Employees and all Employees under this Plan in computing
the Top-Heavy Ratio. Both the numerator and denominator of
the Top-Heavy Ratio are increased to reflect any
contribution not actually made as of the Determination
Date, but which is required to be taken into account on
that date under Section 416 of the Code and the regulations
thereunder.
(2) If the Employer maintains one or more defined contribution
plans (including this or any other Simplified Employee
Pension) and the Employer maintains or has maintained one
or more defined benefit plans which during the five (5)
year period ending on the Determination Date has or has had
any accrued benefits, the Top-Heavy Ratio for any Required
or Permissive Aggressive Group as appropriate is a
fraction, the numerator of which is the sum of account
balances under the aggregated defined contribution plan or
plans for all Key Employees determined in accordance with
the above rules, and the Present Value of accrued benefits
under the aggregated defined benefit plan or plans for all
Employees as of the Determination Date, and the denominator
of which is the sum of the account balances under the
aggregated defined contribution plan or plans for all
Participants, determined in accordance with the rules
above, and the Present Value of accrued benefits under the
defined benefit plan or plans for all Participants as of
the Determination Date, all determined in accordance with
section 416 of the Code and the regulations thereunder. The
Employer may elect in the Adoption Agreement to consider
the contributions that have been made to this Plan on
behalf of Key Employees and all Employees rather than the
account balances of Key Employees and all Employees under
this Plan in computing the Top-Heavy Ratio. The accrued
benefits under a defined benefit plan in both the numerator
and denominator of the Top-Heavy Ratio are increased for
any distribution of an accrued benefit made in the five (5)
year period ending on the Determination Date.
(3) For purposes of (1) and (2) above, the value of account
balances and the Present Value of accrued benefits will be
determined as of the most recent Valuation Date that falls
within or ends with the twelve (12) month period ending on
the Determination Date, except as provided in section 416
of the Code and the regulations thereunder for the first
and second Plan Years of a defined benefit plan. The
account balances and accrued benefits of a Participant who
is not a Key Employee but who was a Key Employee in a prior
year, or has not been credited with at least one hour of
service for the Employer maintaining the Plan at any time
during the five (5) year period ending on the Determination
Date, will be disregarded. The calculation of the
Top-Heavy Ratio, and the extent to which distributions,
rollovers, and transfers are taken into account, will be
made in accordance with section 416 of the Code and the
regulations thereunder. Deductible Employee contributions
will not be taken into account for purposes of computing
the Top-Heavy Ratio. When aggregating plans, the value of
account balances and accrued benefits will be calculated
with reference to the Determination Date that falls within
the same calendar year.
(4) Solely for the purpose of determining if the Plan, or any
other plan included in a Required Aggregation Group of
which this Plan is a part, is Top-Heavy (within the meaning
of section 416(g) of the Code) the accrued benefit of a
Non-Key Employee shall be determined under (a) the method,
if any, that uniformly applies for accrual purposes under
all plans maintained by the Employer, or (b) if there is no
such method, as if such benefit accrued not more rapidly
than the slowest accrual rate of section 411(b)(1)(C) of
the Code.
(h) "Valuation Date" shall mean the last day of the Plan Year and
is the day on which account balances are valued for purposes of
determining whether the Plan is Top-Heavy.
5.2 Top-Heavy Determination
The Plan shall be Top-Heavy for any Plan Year if any of the
following conditions exist:
(a) If the Top-Heavy Ratio for this Plan exceeds sixty percent
(60%) and this Plan is not part of any Required Group or
Permissive Group of plans.
(b) If this Plan is a part of a Required Aggregation Group of
plans, but not part of a Permissive Aggregation Group and the
Top-Heavy Ratio for the group of plans exceeds sixty percent
(60%).
(c) If this Plan is a part of a Required Aggregation Group and part
of a Permissive Aggregation Group of plans and the Top-Heavy
Ratio for the Permissive Aggregation Group exceeds sixty
percent (60%).
5.3 Minimum Allocation
If the Plan is determined to be Top-Heavy for any Plan Year
pursuant to Section 5.2, a minimum nonelective Employer
contribution shall be made to the Plan on behalf of each Eligible
Employee who is Non-Key Employee. Such minimum contribution shall
be in an amount equal to the lesser of (i) 3% of the Non-Key
Employee's Compensation, or (ii) the highest Employer contribution
as a percentage of Compensation allocated on behalf of any Key
Employee in such Plan Year. The minimum contribution will not be
required under this Plan (assuming the Plan is Top-Heavy) with
respect to any Participant covered under any other qualified plan
or plans of the Employer if the adopting Employer has elected in
the Adoption Agreement that the minimum Top-Heavy allocation will
be met in such plan. For purposes of determining whether a Plan is
Top-Heavy, Elective Deferrals are considered Employer
contributions. However, Elective Deferrals may not be used to
satisfy this 3% minimum contribution requirement. Such minimum
contribution shall be determined without regard to a Social
Security contribution.
Article VI: Plan Administration
6.1 Appointment of Committee
The Employer may appoint a person or persons to act as the
Committee and serve at its pleasure. If no Committee is appointed,
the Employer shall act as the Committee. The Committee shall have
the sole responsibility for the administration of the Plan.
6.2 Claims Procedure
A Participant or beneficiary ("Claimant") may file a written claim
for benefits under the Plan with the Committee. If the Committee
decides that a Claimant is not entitled to all or any part of the
benefits claimed, it shall, within ninety (90) days of receipt of
such claim, inform the Claimant in writing of its determination;
the reasons for its determination, including specific references to
the pertinent Plan provisions; and the Plan's review procedures.
The Claimant or his authorized personal representative shall be
permitted to review pertinent documents and within sixty (60) days
after receipt of the notice of denial of claim to request to appear
personally before it or to submit such further information or
comments to the Committee as will, in the Claimant's opinion,
establish his right to such benefits.
The Committee will render its final decision with the specific
reason therefore in writing and will transmit it to the claimant by
certified mail within 60 days (or 120 days, if special
circumstances require an extension of time and the Claimant is
given written notice within the initial 60 day period) of any such
appearance. If the final decision is not made within such period,
it will be considered denied. If, upon review of a request for
benefits hereunder, the Committee finds the Participant ineligible
for such benefits, it shall inform the Participant in writing of
the reason or reasons for such denial. In the event any
Participant disagrees with the conclusions of the Committee, the
Committee must reconsider their decision based on the facts and
evidence presented to them by the Participant. Further, the
Committee must substantiate in writing to any Participant who
disagrees with the amount of his benefit the method under which the
benefit computations were made.
6.3 Records and Reports
The Committee shall maintain such records as may be necessary for
proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue
Service, Department of Labor, Participants, Beneficiaries and
others as required by law. Employees may examine records
pertaining directly to them.
6.4 Powers and Duties
The Committee shall have such powers and duties as are necessary
for the proper administration of the Plan, including but not
limited to the power to make decisions with respect to the
application and interpretation of the Plan. The Committee shall be
empowered to establish rules and regulations for the transactions
of its business and for the administration of the Plan. The
determinations of the Committee with respect to the interpretation,
application, or administration of the Plan shall be final, binding,
and conclusive upon each person or party interested or concerned.
6.5 Committee Action
In the event that the Employer appoints a person or persons to act
as the Committee, such Committee shall act by a majority of its
members at a meeting or in writing without a meeting. A member of
the Committee ho is also a Participant of the Plan shall not vote
or act as a member of the Committee upon any matter relating solely
to his rights or benefits under the Plan.
6.6 Reliance on Professional Advice
The Committee shall be entitled to rely conclusively on the advice
or opinion of any consultant, accountant, or attorney and such
persons may also act in their respective professional capacities as
advisors to the Employer.
6.7 Participant Information
The Committee may require a Participant to complete and file with
the Committee any and all forms approved by the Committee, and to
furnish all pertinent information requested by the Committee. The
Committee shall be entitled to rely upon all such information.
6.8 Standard of Care
The Committee must discharge its duties solely in the interest of
the Participants. The Committee must carry out its duties with the
care, skill, prudence and diligence under circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. The Committee,
however, shall not be liable for any acts or decisions based on the
advice or opinion of any consultant, accountant or attorney
employed by the Committee in their respective professional
capacities as advisors to the Employer, provided, however, that the
Committee did not violate its general fiduciary duty in selecting
or retaining such advisor.
Article VII: Miscellaneous Provisions
7.1 No Right of Continued Employment
No Employee or Participant shall have any right or claim to any
benefit under the Plan except in accordance with the provisions of
the Plan. The adoption of the Plan shall not he construed as
creating any contract of employment between the Employer and any
Employee or otherwise conferring upon any Employee or other person
any legal right to continuation of employment, nor as limiting or
qualifying the right of the Employer to discharge any Employee
without regard to the effect that such discharge might have upon
his rights under the Plan.
7.2 Amendments
(a) The Employer expressly recognizes the authority of the Sponsor
to amend the Plan from time to time, and the Employer shall be
deemed to have consented to any such amendment. The Employer
shall receive a written instrument indicating the amendment of
the Plan and such amendment shall become effective as of the
effective date of such amendment.
(b) The Employer reserves the right to make from time to time any
amendments to this Plan which do not cause any part of
contributions hereunder to be used for any purpose other than
the exclusive benefit of Participants. Participants will be
provided with a copy of any such amendment within thirty days
of the later of: (i) such amendment's effective date, or (ii)
the date such amendment is adopted. If the Employer amends the
Plan, the Employer shall be deemed to have an individually
designed SEP and shall not be entitled to rely on the opinion
letter obtained by the Sponsor with respect to the Plan.
7.3 Termination
The Plan has been established with the intent that it be permanent,
but the Employer reserves the right to terminate the Plan at any
time.
7.4 Governing Law
The Plan shall be administered, construed and enforced in
accordance with the laws of the state wherein the Employer
maintains its principal place of business, except to the extent
preempted by the Employee Retirement Income Security Act of 1974,
as amended.
