Exhibit 10.36
CPR SELECT
THE CORPORATEPLAN FOR RETIREMENT
SELECT PLAN
Adoption Agreement
IMPORTANT NOTE
This document is NOT an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees" and exempt from Parts 2 through 4
of Title I of the Employee Retirement Income Security Act of 1974 with respect
to the Employer's particular situation. Fidelity Management Trust Company, its
affiliates and employees may not provide you with legal advice in connection
with the execution of this document This document should be reviewed by your
attorney and/or accountant prior to execution.
4/11/94
ADOPTION AGREEMENT
ARTICLE I
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the FARR COMPANY SUPPLEMENTARY EXECUTIVE SAVINGS Plan
(the "Plan").
(b) Name of Plan Administrator, if not the Employer:
Address: _________________________________________
Phone Number: _________________________________________
The Plan Administrator is the agent for service of legal
process for the Plan.
(c) Three Digit Plan Number: 010
(d) Plan Year End (month/day): 12/31
(e) Plan Status (check one):
(1) /X/ Effective Date of new Plan: 1/1/96
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(2) / / Amendment Effective Date: ________
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The original effective date of the Plan: __________
4/11/94
1.02 EMPLOYER
(a) The Employer is: FARR COMPANY
Address: 2221 PARK PLACE
EL SEGUNDO, CA 90245
Contact's Name: RICHARD BROUSSEAU
Telephone Number: (310) 536-6375
(1) Employer's Tax Identification Number: 95-1288401
(2) Business form of Employer (check one):
(A) /X/ Corporation
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(B) / / Sole proprietor or partnership
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(C) / / Subchapter S Corporation
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(3) Employer's fiscal year end: NEAREST SATURDAY TO 12/31
(b) The term "Employer" includes the following Related Employer(s)
(as defined in Section 2.0l(a)(21)):
________________________________________________________________
________________________________________________________________
________________________________________________________________
4/11/94 2
1.03 COVERAGE
(a) Only those Employees listed in Attachment A will be eligible to
participate in the Plan.
(b) The Entry Date(s) shall be (check one):
(1) /X/ the first day of each Plan Year.
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(2) / / the first day of each Plan Year and the date six months
--
later.
(3) / / the first day of each Plan Year and the first day of the
--
fourth, seventh, and tenth months.
(4) / / the first day of each month.
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1.04 COMPENSATION
For purposes of determining Contributions under the Plan, Compensation
shall be as defined in Section 2.01(a)(6), but excluding (check the
appropriate box(es)):
(a) / / Overtime Pay.
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(b) / / Bonuses.
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(c) / / Commissions.
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(d) /X/ The value of a qualified or a non-qualified stock option
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granted to an Employee by the Employer to the extent such
value is includable in the Employee's taxable income.
(e) / / No exclusions.
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1.05 CONTRIBUTIONS
(a) Deferral Contributions The Employer shall make a Deferral
Contribution in accordance with Section 4.01 on behalf of
each Participant who has an executed salary reduction
agreement in effect with the Employer for the Plan Year (or
portion of the Plan Year) in question, not to exceed 50% of
Compensation for that Plan Year.
4/11/94 3
(b) / / Matching Contributions
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(1) The Employer shall make a Matching Contribution on
behalf of each Participant in an amount equal to
the following percentage of a Participant's Deferral
Contributions during the Plan Year (check one):
(A) / / 5O%
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(B) /X/ 100%
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(C) / / ___%
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(D) / / (Tiered Match) ____% of the first ____% of the
--
Participant's Compensation contributed to the
Plan,
_____% of the next ____% of the Participant's
Compensation contributed to the Plan,
_____% of the next _____% of the Participant's
Compensation contributed to the Plan.
(E) / / The percentage declared for the year, if any, by
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a Board of Directors' resolution.
(F) / / Other: ________________________________________
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(2) /X/ Matching Contribution Limits (check the
--
appropriate box(es));
(A) /X/ Deferral Contributions in excess of 2% of the
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Participant's Compensation for the period in
question shall not be considered for Matching
Contributions.
Note: If the Employer elects a percentage limit in (A)
above and requests the Trustee to account
separately for matched and unmatched Deferral
Contributions, the Matching Contributions
allocated to each Participant must be computed,
and the percentage limit applied, based upon
each period.
(B) / / Matching Contributions for each Participant for
--
each Plan Year shall be limited to $__________.
4/11/94 4
(3) Eligibility Requirement(s) for Matching Contributions
A Participant who makes Deferral Contributions
during the Plan Year under Section 1.05(a) shall be
entitled to Matching Contributions for that Plan
Year if the Participant satisfies the following
requirement(s) (Check the appropriate box(es).
Options (B) and (C) may not be elected together):
(A) / / Is employed by the Employer on the last day of
--
the Plan Year.
(B) / / Earns at least 500 Hours of Service during
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the Plan Year.
(C) / / Earns at least 1,000 Hours of Service during the
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Plan Year.
(D) /X/ No requirements.
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Note: If option (A), (B) or (C) above is selected then
Matching Contributions can only be made by the
Employer after the Plan Year ends. Any Matching
Contribution made before Plan Year end shall not
be subject to the eligibility requirements of
this Section 1.05(b)(3)).
1.06 DISTRIBUTION DATES
A Participant may elect to receive a distribution or commence
distributions from his Account pursuant to Section 8.02 upon
the following date(s) (check the appropriate box(es). If
Option (c) is elected, then options (a) and (b) may not be
elected):
(a) / / Attainment of Normal Retirement Age. Normal Retirement
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Age under the Plan is (check one):
(1) / / age 65.
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(2) / / age ____ (specify from 55 through 64).
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(3) / / later of the age ____ (can not exceed 65) or the
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fifth anniversary of the Participant's
Commencement Date.
(b) / / Attainment of Early Retirement Age. Early Retirement Age
--
is the first day of the month after the Participant
attains age ____ (specify 55 or greater) and completes
____ Years of Service for Vesting.
4/11/94 5
(c) /X/ Termination of employment with the Employer.
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1.07 VESTING SCHEDULE
(a) The Participant's vested percentage in Matching Contributions
elected in Section 1.05(b) shall be based upon the schedule(s)
selected below.
(1) / / N/A - No Matching Contributions
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(2) /X/ 100% Vesting immediately
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(3) / / 3 year cliff (see C below)
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(4) / / 5 year cliff (see D below)
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(5) / / 6 year graduated (see E below)
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(6) / / 7 year graduated (see F below)
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(7) / / G below
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(8) / / Other (Attachment "B")
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Years of VESTING SCHEDULE
Service for
VESTING C D E F G
0 0% 0% 0% 0% --
1 0% 0% 0% 0% --
2 0% 0% 20% 0% --
3 100% 0% 40% 20% --
4 100% 0% 60% 40% --
5 100% 100% 80% 60% --
6 100% 100% 100% 80% --
7 100% 100% 100% 100% 100%
(b) / / Years of Service for Vesting shall exclude (check one):
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(1) / / for new plans, service prior to the Effective Date
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as defined in Section 1.01(e)(l).
(2) / / for existing plans converting from another plan
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document, service prior to the original Effective
Date as defined in Section l.01(e)(2).
(c) / / A Participant will forfeit his Matching Contributions upon
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the occurrence of the following event(s): ________________
__________________________________________________________
__________________________________________________________
4/11/94 6
(d) A Participant will be 100% vested in his Matching
Contributions upon (check the appropriate box(es), if any):
(1) / / Normal Retirement Age (as defined in
--
Section 1.06(a)).
(2) / / Early Retirement Age (as defined in
--
Section 1.06(b)).
(3) / / Death
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1.08 PREDECESSOR EMPLOYER SERVICE
Service for purposes of vesting in Section 1.07(a) shall
include service with the following employer(s):
(a) ___________________________________________________
(b) ___________________________________________________
(c) ___________________________________________________
(d) ___________________________________________________
1.09 HARDSHIP WITHDRAWALS
Participant withdrawals for hardship prior to termination of
employment (check one):
(a) / / will be allowed in accordance with Section 707, subject to
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a $_________ minimum amount. (Must be at least $1,000)
(b) /X/ will NOT be allowed.
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1.10 DISTRIBUTIONS
Subject to Articles 7 and 8, distributions under the Plan will be
paid (check the appropriate box(es)):
(a) /X/ as a lump sum.
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(b) /X/ under a systematic withdrawal plan (installment) not to
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exceed l0 years.
4/11/94 7
1.11 INVESTMENT DECISIONS
(a) Investment Directions
Investments in which the Accounts of Participants shall be
treated as invested and reinvested shall be directed (check one):
(1) / / by the Employer among the options listed in (b) below.
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(2) /X/ by each PARTICIPANT among the options listed in
--
(b) below.
(3) / / by each Participant with respect to Deferral
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Contributions and by the Employer with respect to
Employer Matching Contributions. The Employer must
direct the Employer Matching Contributions among
the same investment options made available for
Participant directed sources listed in (b) below.
(b) Plan Investment Options
Participant Accounts will be treated as invested among the
Fidelity Funds listed below pursuant to Participant and/or
Employer directions.
FUND NAME FUND NUMBER
--------- -----------
(1) Retirement Money Market 0630
(2) Intermediate Bond 0032
(3) Balanced Fund 0304
(4) Growth Fund 0027
(5) Magellan 0021
(6) ________________________ ________
(7) ________________________ ________
(8) ________________________ ________
(9) ________________________ ________
(10) ________________________ ________
Note: An additional annual recordkeeping fee will be charged
for each fund in excess of five funds.
4/11/94 8
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 21st day of November, 1995.
Employer FARR Company
By John Vissers
Title Controller, Assist. Secretary
Employer _____________________________
By _____________________________
Title _____________________________
4/11/94 10
Attachment A
Pursuant to Section 1.03(a), the following are the Employees who are eligible
to participate in the Plan:
FARR COMPANY
Summary Listing of Eligible Employees - SESP 1996
# ref. Name
------ --------------------
1 JOHNSTON, JOHN
2 GERSTNER, KENNETH W.
3 FARR, RICHARD L.
4 RASMUSSEN, MYRON G.
5 GOULDING, CECIL H.
6 SEMONZA JR., NICK
7 VISSERS, JOHN
8 VU, HOA
9 RABER JR, ROBERT
10 MCKINNEY, TODD
11 MARTIN, JOHN W.
12 GIDLEY, DAVID
13 VIDMAR, THOMAS
14 BENSON JR., GEORGE
15 HLADIK, STEVE
16 DEAN, DARRELL
17 KARPENSKI, EDWARD
18 MEANY, JACK
Above list based on following criteria: Position, earnings, sustained period
of earnings and performance.
Farr Company
John Vissers
Controller, Assistant Secretary
November 21, 1995
Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.
4/11/94 12