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EXHIBIT 10.14
PAINEWEBBER INCORPORATED PROTOTYPE SIMPLIFIED EMPLOYEE PENSION PLAN WITH CASH
OR DEFERRED ARRANGEMENT ADOPTION AGREEMENT (SEP 003)
The Employer named below, by execution of this Adoption Agreement and
Application, establishes a Simplified Employee Pension Plan with Cash or
Deferred Arrangement and hereby certifies the following information:
1. NAME OF EMPLOYER: THIRD QUARTER CORPORATION
2. EMPLOYER'S BUSINESS ADDRESS: ▇▇▇▇ ▇ ▇▇▇▇ ▇▇, P.0. BOX 22128
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
3. THE PLAN YEAR shall be (select one):
[ X ] the calendar year
[ ] the Employer's taxable year which ends ______________________.
4. EFFECTIVE DATE OF PLAN OR AMENDMENT (For new Plans, the effective date of
the Plan. For existing Plans, the effective date of the amendment adopting
the PaineWebber Prototype): 10-1-94
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(Month/Day/Year)
5. EMPLOYER'S TAX IDENTIFICATION NUMBER: ▇▇-▇▇▇▇▇▇▇
6. ELIGIBILITY REQUIREMENTS:
Subject to the following age and service requirements and exclusions, the
Plan shall cover each Employee (including all employees of controlled
groups as described in section 414(b) of the Internal Revenue Code, groups
under common control as described in section 414(c) of the Code, and
affiliated service groups as described in section 414(m) of the Code, and
each employee required to be aggregated under section 414(o) of the Code.
The Plan may not be used by an Employer who has any leased employees
within the meaning of section 414(n) of the Code. Other restrictions on
the use of the Plan are contained in Section 9.7 of the Plan Document.
(A) AGE AND SERVICE. (If no election is made, the age requirement
will be age 21 and the service requirement will be employment in 3
out of the last 5 years.) The Plan shall cover each Employee who:
[ X ] has attained the age of 18 (not to exceed
21 years); and
[ X ] has performed service for the Employer during
at least 1 (not to exceed three) of the immediately
preceding 5 years.
(B) EXCLUDED EMPLOYEES. The following Employees of the Employer
shall be excluded from participation if checked:
[ X ] Each Employee covered by a collective
bargaining agreement that meets the requirements of Section
2.4(c) of the Plan.
(C) SERVICE WITH PREDECESSOR EMPLOYER. If the Employer elects,
Employees who were previously employed by a sole proprietorship,
partnership or corporation which engaged in, in whole or in part, the
same (or substantially similar) trade or business as the Employer,
may have their service with such Predecessor Employer counted toward
the Plan's service requirement. (If no election is made, service
with a Predecessor Employer shall not be counted.)
[ ] Service with a Predecessor Employer shall be
counted toward the Plan's service requirement.
7. EMPLOYER CONTRIBUTIONS:
GENERAL. The amount of Employer Contributions to be made to the Plan
shall be determined by the Employer, on an annual basis, in accordance
with Articles III and X of the Plan.
(a) [ ] Check here if the Employer elects to have contributions to
the Plan integrated with Social Security (see Section 3.2 of the
Plan). This provision is not available to Employers who maintain an
integrated pension, profit sharing, stock bonus or annuity plan at
any time during the Plan Year. If the box is not checked,
contributions will not be integrated with Social Security.
(b) Salary Reduction Contributions and other similar contributions
described in the second paragraph of Section 1.3 of the Plan:
[ X ] Will be counted as part of compensation.
[ ] Will not be counted as part of compensation.
CODA-SEP -- Page 1
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If no election is made, such amounts will not be counted as
Compensation.
8. SALARY REDUCTION CONTRIBUTIONS. Salary Reduction Contributions to the
Simplified Employee Pension Plan shall be made in accordance with the
following procedures:
(a) Subject to Section 5.1 of the Plan, elections to the amount of
a Participant's Salary Reduction Contributions shall be made as
follows (check those that apply):
[ ] In whole percentages of a Participant's
Compensation in each pay period, which percentage shall not
exceed _______% (enter a percentage between 1% and 15%) of the
Participant's Compensation in the pay period.
[ ] In whole dollar amounts of the Participant's
Compensation in each payroll period, in which the dollar
amounts shall not exceed $________ per pay period.
[ ] In whole dollar amounts of the Participant's
Compensation in each payroll period which amount per pay period
shall equal the maximum dollar amount permitted under Section
402(g) of the Code divided by the number of pay periods in the
year.
[ ] Salary Reduction Contributions will also be
withheld from special pay, such as bonuses.
(b) Salary Reduction Contributions shall be effective as of the
__________ pay period following the receipt by the Employer of the
Participant's election.
(c) Elections to change or discontinue Salary Reduction
Contributions will be effective as of the _________ pay period
following the receipt by the Employer of the Participant's election.
(d) A Participant may change his election as to his Salary.
Reduction Contributions no more than _________ times during any Plan
Year.
Note: Salary Reduction Contributions are treated as Employer
Contributions (not Compensation) for purposes of applying Section
8(a) of this Adoption Agreement (see Section 5.1 of the Plan).
9. TOP HEAVY CONTRIBUTIONS. (Check one of the boxes below. If no box is
checked, and the Plan is top-heavy in any year, the minimum top-heavy
contribution must be made in this plan).
In the event the Plan is top-heavy (as defined in Article X of the Plan)
in any year:
[ ] The minimum top-heavy contribution will be made in this Plan.
[ ] The minimum top-heavy contribution will be made in the following
Plan:
_____________________________________________________________________
(Enter name of Plan under which the minimum top-heavy contribution
will be made.)
10. The Plan Administrator is the Employer. Duties of the Plan Administrator
are described in Article VII of the Plan.
The Employer named below adopts the PaineWebber Simplified Employee
Pension Plan and agrees to all terms and conditions of the Plan. The
Employer certifies that it has conferred with and acted upon the advice of
its legal counsel in adopting this Plan.
Important: The Employer should notify PaineWebber that this Plan has been
adopted. If this is not done, the Employer may not receive information
regarding this prototype that is sent to other adopters.
Employer: THIRD QUARTER CORPORATION Received by:
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(Nature of Company or Business) (Branch Manager)
By: /s/ Care ▇. ▇▇▇▇▇, ▇▇ Date:
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(Signature of Authorized Officer,
Partner. or Sole Proprietor)
Date: /s/ 2/8/95
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