Exhibit 10.13
CPR SELECT
THE CORPORATE PLAN FOR RETIREMENT
SELECT PLAN
Adoption Agreement
IMPORTANT NOTE
This document in 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.
ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the General Employment Enterprises, Inc.
Executive Retirement Plan 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: 002
(d) Plan Year End (month/day): 12/31/2002
(e) Plan Status (check one):
(1) Effective Date of New Plan: 01/01/2002
(2) Amendment Effective Date:
The original effective date of the Plan:
1.02 EMPLOYER
(a) The Employer is: General Employment Enterprises, Inc.
Address: One Tower Lane, Suite 2100
Oakbrook Terrace, IL 60181
Contact's Name: Sherry L. Hubacek
Telephone Number: 630-954-0408
(1) Employer's Tax Identification Number: 36-6097429
(2) Business form of Employer (check one):
(A) X Corporation
(B) Sole proprietor or partnership
(C) Subchapter S Corporation
(3) Employer's fiscal year end: 9/30
(b) The term "Employer" includes the following Related Employer(s)
(as defined in Section 2.01(a)(21)):
Triad Personnel Services, Inc.
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.
(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.
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) X Overtime Pay.
(b) X Bonuses.
(c) X Commissions.
(d) X The value of a qualified or a non=qualified stock
option granted to an Employee by the Employer to the
extent such value is includable in the Employee's
taxable income.
(e) No exclusions.
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 0% of
Compensation for that Plan Year.
(b) Matching Contributions
(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) 50%
(B) 100%
(C) ___%
(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 a
Board of Directors' resolution.
(F) Other:
(2) Matching Contribution Limits (check the appropriate
box(es)):
(A) Deferral Contributions in excess of ___% of the
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 limit
applied, based upon each period.
(B) Matching Contributions for each Participant for
each Plan Year shall be limited to $ _____.
(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 the
Plan Year.
(C) Earns at least 1,000 Hours of Service during the
Plan Year.
(D) No requirements.
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
distribution 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 Age under the Plan is (check one):
(1) age 65.
(2) age ___ (specify from 55 through 64).
(3) later of the age ___ (can not exceed 65)
or the 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.
(c) X Termination of employment with the Employer.
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
(2) 100% Vesting immediately
(3) 3 year cliff (see C below)
(4) 5 year cliff (see D below)
(5) 6 year graduated (see E below)
(6) 7 year graduated (see F below)
(7) G below
(8) Other (Attachment "C")
Years Vesting Schedule
of
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) X Years of Service for Vesting shall include (check one):
(1) for new plans, service prior to the Effective Date as
defined in Section 1.01(e)(1).
(2) for existing plans converting from another plan
document, service prior to the original Effective Date as
defined in Section 1.01(e)(2).
(c) A Participant will forfeit his Matching Contribution
upon the occurrence of the following event(s):
(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) X Death
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 7.07, subject
to a $ ___ minimum amount. (Must be at least $1,000)
(b) X will not be allowed.
1.10 DISTRIBUTION
Subject to Articles 7 and 8, distributions under the Plan will
be paid (check the appropriate box(es)):
(a) X as a lump sum.
(b) X under a systematic withdrawal plan (installments) not
to exceed 10 years.
1.11 INVESTMENT DECISIONS
(a) Investment Directions
Investments in which the Account 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.
(2) X by each Participant among the options listed in (b) below.
(3) by each Participant with respect to Deferral
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) Fidelity Aggressive Growth 00324
(2) Fidelity Magellan Fund 00021
(3) Fidelity Growth & Income Portfolio 00027
(4) Fidelity Asset Manager 00314
(5) Sparton U.S. Equity Index Fund 00650
(6) Fidelity Investment Grade Bond Fund 00026
(7) Fidelity Retirement Money Market 00630
Portfolio
(8) Janus Worldwide Fund OF52
(9) PBHG Growth Fund OF67
(10) PBHG Emerging Growth Fund OF66
Note: An additional annual recordkeeping fee will be
charged for each fund in excess of five funds.
Note: The method and frequency for change of investments
will be determined under the rules
applicable to the selected funds. Information will
be provided regarding expenses, if any, for changes
in investment options.
1.12 RELIANCE ON PLAN
An adopting Employer may not rely solely in this Plan to insure
that the Plan is "unfounded and maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees" and exempt from
Parts 2 through 4 of Title 1 of the Employee Retirement Income
Security Act of 1974 with respect to the Employer's particular
situation. This Agreement must be reviewed by your attorney
and/or accountant before it is executed.
This Adoption Agreement may be used only in conjunction with the
CORPORATE plan for Retirement Select Basic Plan Document.
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption
Agreement to be executed this 27th day of September, 2001.
Employer General Employment Enterprises, Inc.
By /s/ Herbert F. Imhoff, Jr.
Title CEO & President
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption
Agreement to be executed this 27th day of September, 2001.
Employer General Employment Enterprises, Inc.
By /s/ Herbert F. Imhoff, Jr.
Title CEO & President