TWENTIETH CENTURY
ADOPTION AGREEMENT # 001
SHORT-FORM NONSTANDARDIZED CODE SS.401(k) PROFIT SHARING PLAN
The undersigned, Winnebago Industries, Inc. ("Employer"), by executing this
Adoption Agreement, elects to become a participating Employer in the Twentieth
Century Defined Contribution Master Plan (basic plan document # 01) by adopting
the accompanying Plan and Trust in full as if the Employer were a signatory to
that Agreement. The Employer makes the following elections granted under the
provisions of the Master Plan.
Note: For any "Specify" option, the Employer may attach an addendum to the
Adoption Agreement setting forth its provision if the available space is not
sufficient.
ARTICLE I
DEFINITIONS
1.03 PLAN. The name of the Plan as adopted by the Employer is Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment Plan.
1.07 EMPLOYEE. The following Employees are not eligible to participate in
the Plan: (Choose (a) or at least one of (b) through (e))
[ ] (a) No exclusions.
[X] (b) Collective bargaining employees (as defined in Section 1.07 of the
Plan). [Note: If the Employer excludes union employees from the Plan,
the Employer must be able to provide evidence that retirement benefits
were the subject of good faith bargaining.]
[ ] (c) Nonresident aliens who do not receive any earned income (as defined in
Code ss.911(d)(2)) from the Employer which constitutes United States
source income (as defined in Code ss.861(a)(3)).
[ ] (d) Leased Employees treated as Employees under Section 1.31 of the Plan.
[ ] (e) (Specify) ___________________________________________________________
_____________________________________________________________________
RELATED EMPLOYERS. If any member of the Employer's related group (as defined in
Section 1.30 of the Plan) executes a Participation Agreement to this Adoption
Agreement, such member's Employees are eligible to participate in this Plan,
unless excluded by reason of an exclusion classification elected under this
Adoption Agreement Section 1.07. If any member of the Employer's related group
does not execute a Participation Agreement, that related group member's
Employees are not eligible to participate in the Plan unless, in an addendum,
the Employer designates the Employees of that nonparticipating related group
member as eligible to participate in the Plan.
1.12 COMPENSATION. The Employer makes the following election(s) regarding
the definition of Compensation for purposes of the contribution/allocation
formula in Article III: (Choose (a) or at least one of (b) through (e))
[X] (a) No modifications to the definition in Section 1.12 of the Plan.
[ ] (b) W-2 wages in lieu of the definition in Section 1.12 of the Plan. W-2
wages means wages for federal income tax withholding purposes, as
defined under Code ss.3401(a), plus all other payments to an Employee
in the course of the Employer's trade or business, for which the
Employer must furnish the Employee a written statement under Code
ss.6041(d) and 6051(a)(3), disregarding any rules limiting the
remuneration included as wages under this definition based on the
nature or location of the employment or service performed. As long as
the instructions to Box 10 of Form W-2 are consistent with the
instructions for the 1991 Form W-2, the Employer may treat the amount
reported in Box 10 as satisfying this definition.
[ ] (c) The Plan excludes reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation
and welfare benefits.
[ ] (d) The Plan increases Compensation by the amount of elective
contributions (as defined in Section 1.12 of the Plan) made on the
Participant's behalf.
[X] (e) (Specify) The definition of Compensation in Section 1.12, without
modification except as already provided in the Basic Plan Document,
shall be used for all purposes (i.e. to impose the annual additions
limitations of ss.415 of the Code, to determine HCEs under ss.414(q)
of the Code and to conduct the ADP and ACP tests on elective deferrals
and matching contributions); except that for the purpose of allocating
matching and nonelective contributions under Article 3 of the Plan,
Compensation shall mean cash compensation paid to an Employee, without
bonuses, overtime pay, or commissions, and also without the value of
all welfare and other non-cash benefits.
If, for any Plan Year, the Plan uses a permitted disparity formula to allocate
Employer nonelective contributions, any election of Option (e) is ineffective
for such Plan Year with respect to any Nonhighly Compensated Employee's
allocation under that formula unless the elected definition satisfies Code ss.
414(s).
SALARY REDUCTION CONTRIBUTIONS/MATCHING CONTRIBUTIONS. Unless otherwise
specified in (e), the following rules apply to salary reduction contributions
and matching contributions: (1) any limitation on matching contributions based
on Compensation applies to Compensation paid during the period the Employee is
eligible to participate under the Code ss.401(k) arrangement; and (2) if the
Employee makes elective contributions to another plan maintained by the
Employer, the Advisory Committee will determine the amount of the Employee's
salary reduction contribution for the withholding period prior to the reduction
elected under the other plan.
1.17 PLAN YEAR/LIMITATION YEAR. Plan Year and Limitation Year mean: (Choose
(a) or (b))
[ ] (a) The 12 consecutive month period ending every _______________________.
[X] (b) (Specify) Through August 31, 1994, the Plan Year and Limitation Years
is the 12 consecutive month period ending every August 31. There will
be a short Plan Year and Limitation year from September 1, 1994 to
December 31, 1994. Thereafter, the Plan Year and Limitation Year will
be the 12 consecutive month period ending every December 31.
1.18 EFFECTIVE DATE. (New plans must choose (a); restated plans must choose
(b))
[ ] (a) NEW PLAN. The "Effective Date" of the Plan is ______________________.
[X] (b) RESTATED PLAN. The restated Effective Date is June 1, 1994. This Plan
is a substitution and amendment of an existing retirement plan(s)
originally established March 1, 1969.
[ ] (c) SPECIAL EFFECTIVE DATES. The following special Effective Dates apply:
_____________________________________________________________________
_____________________________________________________________________.
1.27 HOUR OF SERVICE. The crediting method for Hours of Service is: (Choose
at least one)
[X] (a) The actual method.
[ ] (b) The ___________________________________________ equivalency method.
[Note: Insert "daily," "weekly," "semi-monthly payroll periods" or
"monthly."]
[ ] (c) In lieu of the equivalency method stated in (b), the actual method
applies for purposes of _____________________________________________
_____________________________________________________________________.
1.29 SERVICE FOR PREDECESSOR EMPLOYER. [Note: The Employer may attach a
schedule to this Adoption Agreement Section 1.29 designating predecessor or
prior employers and the applicable service crediting elections. If this Plan is
a successor of a plan maintained by a predecessor employer, see Section 1.29 of
the Plan for certain predecessor service automatically taken into account.]
1.31 LEASED EMPLOYEES. [Note: If the Plan covers any Leased Employee who
also participates in a plan maintained by the leasing organization, the Plan
will not reduce that Leased Employee's allocation of Employer contributions
under this Plan except as provided in an addendum.]
ARTICLE II
EMPLOYEE PARTICIPANTS
2.01 ELIGIBILITY.
ELIGIBILITY CONDITIONS. To become a Participant in the Plan, an Employee must
satisfy the following eligibility conditions: (Choose at least one of (a), (b)
and (c); (d) and (e) are optional)
[ ] (a) Attainment of age ____________________(specify age, not exceeding 21).
[X] (b) One Year of Service.
[ ] (c) (Specify) ___________________________________________________________
_____________________________________________________________________.
[Note: Any specified service requirement may not exceed either the
one-year requirement in (b) or, for any portion of the plan other than
the Code ss.401(k) arrangement, the two-year requirement in Code
ss.410(a)(1)(B), depending on the vesting schedule elected in Section
5.03, and any specified age requirement may not exceed 21.]
[ ] (d) A Participant prior to the restated Effective Date may not continue as
a Participant unless he satisfies the eligibility conditions of this
Section 2.01. [Note: If the Employer does not elect (d), current
Participants need not complete the eligibility conditions of this
Section 2.01.]
[ ] (e) The eligibility conditions of this Section 2.01 apply solely to an
Employee employed by the Employer after . If the Employee was employed
by the Employer on or before the specified date, the Employee will
become a Participant on the later of the Effective Date or his
Employment Commencement Date.
PLAN ENTRY DATE. "Plan Entry Date" means the Effective Date and: (Choose (f) or
(g))
[ ] (f) Semi-annual Entry Dates. The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
[X] (g) (Specify entry dates) Prior to September 1, 1994, entry dates are at
the beginning of each calendar quarter. On and after September 1,
1994, entry dates are the first day of each month.
TIME OF PARTICIPATION. An Employee will become a Participant, unless excluded
under Adoption Agreement Section 1.07, on the Plan Entry Date (if employed on
that date): (Choose (h) or (i))
[X] (h) immediately following
[ ] (i) _____________________________________________________________________
the date the Employee completes the eligibility conditions described
in this Adoption Agreement Section 2.01. [Note: Unless otherwise
excluded under Section 1.07, the Employee must become a Participant by
the earlier of: (1) the first day of the Plan Year beginning after the
date the Employee completes the age and service requirements of Code
ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]
2.02 YEAR OF SERVICE - PARTICIPATION. (Complete (a) or (b))
[ ] (a) ELAPSED TIME. Service for determining eligibility to participate will
be measured by Elapsed Time as described in Section 1.26.
[X] (b) HOURS OF SERVICE. Service for determining eligibility to participate
will be measured by Hours of Service as Described in Section 1.27.
(Complete (1) and (2))
[X] (1) YEAR OF SERVICE. An Employee must complete 1000 Hour(s) of
Service during an eligibility computation period to receive
credit for a Year of Service under Article II. [Note: The number
may not exceed 1,000. If left blank, the requirement is 1,000.]
[X] (2) ELIGIBILITY COMPUTATION PERIOD. After the initial eligibility
computation period described in Section 2.02 of the Plan, the
Plan measures the eligibility computation period as: (Choose (i)
or (ii))
[ ] (i) The 12 consecutive month period beginning with each
anniversary of an Employee's Employment Commencement Date.
[X] (ii) The Plan Year, beginning with the Plan Year which includes
the first anniversary of the Employee's Employment
Commencement Date.
2.03 BREAK IN SERVICE - PARTICIPATION. The Break in Service rule described
in Section 2.03(B) of the Plan: (Choose (a) or (b))
[X] (a) Does not apply to the Employer's Plan.
[ ] (b) Applies to the Employer's Plan.
2.06 ELECTION NOT TO PARTICIPATE. The Plan: (Choose (a) or (b))
[X] (a) Does not permit an eligible Employee or a Participant to elect not to
participate.
[ ] (b) Does permit an eligible Employee or a Participant to elect not to
participate in accordance with Section 2.06 and with the following
rules: ______________________________________________________________
_____________________________________________________________________.
ARTICLE III
EMPLOYER CONTRIBUTIONS AND FORFEITURES
3.01 AMOUNT.
PART I. AMOUNT OF EMPLOYER'S CONTRIBUTION. The amount of the Employer's annual
contribution to the Trust will equal: (Choose at least one)
[X] (a) DEFERRAL CONTRIBUTIONS (CODE SS.401(k) ARRANGEMENT. The amount by
which the Participants have reduced their Compensation for the Plan
Year, pursuant to their salary reduction agreements. The Plan refers
to these amounts as salary reduction contributions.
[X] (b) MATCHING CONTRIBUTIONS. The matching contributions made pursuant to
Part II of this Adoption Agreement Section 3.01.
[X] (c) NONELECTIVE CONTRIBUTIONS. The amount (or additional amount) the
Employer may from time to time deem advisable, without regard to Net
Profits. The Employer, in its sole discretion, may designate all or
any portion of its nonelective contributions to be qualified
nonelective contributions.
[ ] (d) FROZEN PLAN. This Plan is a frozen Plan effective ___________________.
The Employer will not contribute to the Plan for any period following
the stated date.
PART II. MATCHING CONTRIBUTIONS. [Note: Do not complete Part II unless the
Employer elected Option (b).]
[X] (e) MATCHING CONTRIBUTIONS FORMULA. For each Plan Year, the Employer's
matching contribution is: (Choose at least one of (1) and (2); (3) and
(4) are available only as additional options)
[ ] (1) An amount equal to the following percentage(s) of eligible
contributions for the Plan Year:
________________________________________________________________
________________________________________________________________.
The Advisory Committee will allocate the amounts described in
this Option (e)(1) to the: (Choose (i) or (ii))
[ ] (i) Regular Matching Contributions Account.
[ ] (ii) Qualified Matching Contributions Account.
[X] (2) Discretionary formula. An amount (or additional amount) equal to
a matching percentage the Employer from time to time may deem
advisable of the Participant's eligible contributions for the
Plan Year (or tiers of eligible contributions, if applicable
under Option (f)). The Employer must designate the portion, if
any, of its discretionary matching contribution allocable to the
Regular Matching Contributions Accounts of the eligible
Participants and the portion, if any, of its discretionary
matching contribution allocable to the Qualified Matching
Contributions Accounts of the eligible Participants.
[X] (3) The following limitations apply to a Participant's matching
contributions: The Employer may make and allocate a different
matching contribution, at a different announced percentage of
eligible contributions, each calendar quarter. During the
quarter, the Employer may calculate and remit to the Trustee the
announced percentage of eligible contributions with each
remittance of elective deferrals.
[X] (4) The Advisory Committee will allocate matching contributions on
the following allocation dates: Upon acceptance of such
contributions by the Trustee or its agent. [Note: If the Employer
does not check (4), the last day of the Plan Year is the only
allocation date for matching contributions.]
[X] (f) ELIGIBLE CONTRIBUTIONS. For purposes of applying the matching
contribution formula in Option (e), the term "eligible contributions"
means: (Choose at least one of (1) or (2); (3) through (5) are
available only as additional selections)
[X] (1) Salary reduction contributions.
[ ] (2) Participant mandatory contributions, as designated in Adoption
Agreement Section 4.01. See Section 14.04 of the Plan.
[X] (3) The Plan disregards eligible contributions exceeding six percent
(6%) of Compensation.
[ ] (4) The Plan takes into account eligible contributions in tiers,
defined as follows:
________________________________________________________________
________________________________________________________________.
[ ] (5) (Specify)
________________________________________________________________
________________________________________________________________.
PART III. SPECIAL RULES FOR CODE SS.401(k) ARRANGEMENT. (Choose the applicable
elections)
[X] (g) LIMITATION ON AMOUNT. The Employee's salary reduction contributions
are subject to the following limitations: Salary reduction
contributions must be made in full percentages of Compensation, from
one percent (1%) to ten percent (10%) of Compensation. [Note: If the
Employer does not elect Option (g), the salary reduction contributions
are not subject to any limitations other than the annual additions
limitation described in Part 2 of Article III and the 402(g)
limitation described in Section 14.07 of the Plan.]
[X] (h) REVOCATION. An Employee, on a prospective basis, may revoke a salary
reduction agreement or may file a new agreement following a prior
revocation: (Choose one)
[ ] (1) As of any Plan Entry Date.
[ ] (2) As of the first day of each quarter.
[X] (3) (Specify at least once per Plan Year) Revocation can be at any
time, to be effective at the beginning of the next pay period
after revocation is accepted by the Employer. A new salary
reduction agreement may be entered into the first plan entry date
at least 20 days after acceptance of the new agreement by the
Employer.
[X] (i) MODIFYING ELECTIONS. An Employee, on a prospective basis, may increase
or may decrease his salary reduction percentage or dollar amount:
(Choose one)
[ ] (1) As of the beginning of each payroll period.
[ ] (2) As of the first day of each quarter.
[ ] (3) As of any Plan Entry Date.
[X] (4) (Specify at least once per Plan Year) The first plan entry date
following acceptance of the modified agreement by the Employer.
New agreements must be in percentages of Compensation only).
[X] (j) ALLOCATION DATES. The Advisory Committee will allocate salary
reduction contributions on the following allocation dates: Upon
acceptance of such contributions by the Trustee or its agent. [Note:
If the Employer does not check (j), the last day of the Plan Year is
the only allocation date for salary reduction contributions.]
3.04 CONTRIBUTION ALLOCATION. The elections in this Section 3.04 (other
than Option (d)) apply only to the allocation of nonelective contributions
(other than qualified nonelective contributions). (Choose an allocation method
under (a) or (b); (c) is mandatory if the Employer elects (b); (d) and (e) are
optional)
[ ] (a) NONINTEGRATED ALLOCATION FORMULA. The Advisory Committee will make the
allocation in the same ratio that each Participant's Compensation for
the Plan Year bears to the total Compensation of all Participants for
the Plan Year.
[ ] (b) PERMITTED DISPARITY. The following formula described in Appendix A
applies: (Choose (1), (2) or (3))
[ ] (1) Two-Tiered Formula.
[ ] (2) Four-Tiered Formula.
[ ] (3) Two-Tiered Formula when the Plan is not top heavy and the
Four-Tiered Formula when the Plan is top heavy.
[ ] (c) EXCESS COMPENSATION. For purposes of Option (b), "Excess Compensation"
means Compensation in excess of the following Integration Level:
(Choose one)
[ ] (1) _________ % of the taxable wage base in effect on the first day
of the Plan Year, rounded to the next highest $____________ (not
exceeding the taxable wage base).
[ ] (2) The taxable wage base in effect on the first day of the Plan
Year.
[ ] (3) (Specify - may not exceed the taxable wage base) _______________
________________________________________________________________.
[ ] (d) MODIFICATIONS TO TOP HEAVY MINIMUM ALLOCATION. (Choose (1) or (2))
[X] (1) The Employer will satisfy the top heavy minimum allocation by
making any necessary additional contribution to the following
defined contribution plan maintained by the Employer: This Plan.
[ ] (2) In lieu of 3%, substitute the following percentage to determine
the top heavy minimum allocation: ______________________________
________________________________________________________________.
[ ] (e) RELATED EMPLOYERS. If two or more related employers (as defined in
Section 1.30) contribute to this Plan, the Advisory Committee will
allocate all Employer contributions and forfeitures only to the
Participants directly employed by the contributing Employer. If a
Participant receives Compensation from more than one contributing
Employer, the Advisory Committee will determine the allocations under
this Adoption Agreement Section 3.04 by prorating among the
participating Employers the Participant's Compensation and, if
applicable, the Participant's Integration Level under Option (c).
[Note: If the Employer does not elect (e), the Advisory Committee will
allocate all contributions and forfeitures without regard to which
Participants are directly employed by a contributing related group
member.]
ADDENDUM. In an addendum to this Section 3.04 or to Section 3.01, the Employer
may: (1) specify other modifications to the top heavy rules, to the extent
permissible under Code ss.416; or (2) incorporate special contribution or
allocation provisions affecting Employer contributions or Participant
forfeitures (e.g., different allocation formulas or matching contribution
formulas for different employment classifications). If the top heavy ratio
includes the present value of accrued benefits under a defined benefit plan, the
Advisory Committee will use the actuarial assumptions stated in the defined
benefit plan to determine the top heavy ratio unless the addendum specifies
other assumptions.
3.05 FORFEITURE ALLOCATION. The Advisory Committee will allocate a
Participant forfeiture: (Choose at least one)
[ ] (a) As if the forfeiture were an additional Employer nonelective
contribution for the Plan Year in which the forfeiture occurs.
[X] (b) To reduce Employer contributions (including matching contributions, if
applicable) for the Plan Year: (Choose one)
[X] (1) in which the forfeiture occurs.
[ ] (2) following the Plan Year in which the forfeiture occurs.
[ ] (c) To the extent attributable to matching contributions: _______________
_____________________________________________________________________.
EXCESS AGGREGATE CONTRIBUTIONS. To the extent Section 14.09 of the Plan results
in a forfeiture of nonvested excess aggregate contributions, the Advisory
Committee will allocate the forfeited amount as described in (a), (b) or (c),
whichever applies, or in an addendum to Section 3.04, if applicable. An
allocation of forfeited amounts as discretionary contributions (including
discretionary matching contributions) must disregard the Highly Compensated
Employees who incurred the forfeitures.
3.06 ACCRUAL OF BENEFIT.
COMPENSATION TAKEN INTO ACCOUNT. For the Plan Year in which the Employee first
becomes a Participant, the Advisory Committee will determine the allocation of
nonelective contributions (including qualified nonelective contributions) by
taking into account: (Choose (a) or (b))
[ ] (a) The Employee's Compensation for the entire Plan Year.
[X] (b) The Employee's Compensation only for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.
ACCRUAL REQUIREMENTS. The Plan does not apply any accrual requirement to salary
reduction contributions. To receive an allocation of matching contributions or
of nonelective contributions (including qualified nonelective contributions) and
forfeitures, a Participant must satisfy the conditions described in the
following elections: (Choose at least one)
[ ] (c) SAFE HARBOR RULE. The Participant either must be employed by the
Employer on the last day of the Plan Year or must complete at least
501 Hours of Service during the Plan Year.
[ ] (d) HOURS OF SERVICE CONDITION. The Participant must complete at least the
following number of Hours of Service for the Plan Year:
_________________________________. [Note: The number may not exceed
1,000.]
[ ] (e) EMPLOYMENT CONDITION. The Participant must be employed by the Employer
on the last day of the Plan Year.
[ ] (f) EXCEPTION. Any condition specified in does not apply if the
Participant terminates employment during the Plan Year on account of
death, disability or attainment of Normal Retirement Age in the
current Plan Year or in a prior Plan Year.
[X] (g) (Specify other conditions, if applicable): The Hours of Service
Condition of (d) and the Service Condition of (e) apply to nonelective
(Profit Sharing) contributions, but not to matching contributions.
[X] (h) SUSPENSION OF ACCRUAL REQUIREMENTS. The suspension of accrual
requirements of Section 3.06(E) of the Plan applies to the Employer's
Plan, subject to any modifications stated in an addendum. [Note: If
the Employer does not elect Option (h), Section 3.06(E) of the Plan
does not apply.]
Unless otherwise specified in (g), the Advisory Committee will allocate
qualified nonelective contributions only to Participants who are Nonhighly
Compensated Employees for the Plan Year.
3.15 MORE THAN ONE PLAN LIMITATION. Unless otherwise provided in an
addendum, if the provisions of Section 3.15 apply, the Excess Amount attributed
to this Plan equals the product of:
(a) the total Excess Amount allocated as of such date (including any amount
which the Advisory Committee would have allocated but for the limitations
of Code ss.415), times
(b) the ratio of (1) the amount allocated to the Participant as of such
date under this Plan divided by (2) the total amount allocated as of such
date under all qualified defined contribution plans (determined without
regard to the limitations of Code ss.415).
3.18 DEFINED BENEFIT PLAN LIMITATION. The limitation under Section 3.18
applies to the Employer's Plan if the Employer maintains (or ever maintained) a
defined benefit plan. To the extent necessary to satisfy the limitation under
Section 3.18, the Employer will reduce the Participant's projected annual
benefit under the defined benefit plan under which the Participant participates,
if the Employer still maintains the defined benefit plan as an active plan. If
the Employer has frozen or terminated the defined benefit plan, the Employer
will reduce its contribution or allocation on behalf of the Participant to the
defined contribution plan(s) under which the Participant participates. The
Employer may prescribe an alternate means of satisfying the Section 3.18
limitation in an addendum.
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
4.01 PARTICIPANT NONDEDUCTIBLE CONTRIBUTIONS. The following elections apply
to nondeductible contributions: (Choose (a) or (b); (c), (d) and (e) are
available only as additional options)
[X] (a) The Plan does not permit Participant nondeductible contributions.
[X] (b) The Plan permits Participant nondeductible contributions. See Section
14.04 of the Plan.
[ ] (c) The Plan treats the following portion of the Participant's
nondeductible contributions for the Plan Year as "mandatory"
contributions: ______________________________________________________
_____________________________________________________________________.
[X] (d) The Advisory Committee will allocate Participant nondeductible
contributions on the following allocation dates: Effective June 1,
1994, the plan will no longer accept Participant nondeductible
contributions. Until then, (b) will apply, with (a) applied after.
Contributions made before the date will be allocated when accepted by
the Trustee or its agent. [Note: If the Employer does not elect (d),
the last day of the Plan Year is the only allocation date for
Participant nondeductible contributions.]
[X] (e) In lieu of the withdrawal rules under Section 4.05, the following
rules apply to Participant nondeductible contributions: Withdrawals
may be made once each calendar quarter.
ARTICLE V
TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 NORMAL RETIREMENT. A Participant attains Normal Retirement Age under
the Plan on the following date: (Choose (a) or (b))
[X] (a) The date he attains age 62 [Note: The age may not exceed age 65].
[ ] (b) The later of the date he attains ___________________ years of age or
the ____________________ anniversary of the first day of the Plan Year
in which he commenced participation in the Plan. [Note: The age may
not exceed age 65 and the anniversary may not exceed the 5th.]
5.02 PARTICIPANT DEATH OR DISABILITY. The 100% vesting rule under Section
5.02 of the Plan applies to death and to disability, unless the Employer
provides a different vesting rule in an addendum.
5.03 VESTING SCHEDULE. The vesting elections in this Section 5.03 apply
only to the Regular Matching Contributions Account, if any, and the Employer
Contributions Account, if any. 100% immediate vesting applies to all other
Accounts. The Employer elects the following vesting schedule: (Choose (a) or
(b); (c), (d) and (e) are available only in addition to (b))
[ ] (a) IMMEDIATE VESTING. 100% Nonforfeitable at all times.
[X] (b) GRADUATED VESTING SCHEDULES. (Complete (1); (2) is optional in
addition to (1))
[X] (1) TOP HEAVY SCHEDULE
Years of Nonforfeitable
Service Percentage
Less than 1 ............................ 0%
1 ............................... 0%
2 ............................... 20%
3 ............................... 40%
4 ............................... 60%
5 ............................... 80%
6 or more ....................... 100%
[ ] (2) NON TOP HEAVY SCHEDULE
Years of Nonforfeitable
Service Percentage
Less than 1 ............................ _______
1 ................................. _______
2 ................................. _______
3 ................................. _______
4 ................................. _______
5 ................................. _______
6 ................................. _______
7 or more ......................... 100%
If the Employer does not elect (b)(2), the vesting schedule in (b)(1) applies to
all Plan Years. [Note: The Top Heavy Schedule must satisfy Code ss.416. If the
Employer elects Option (b)(2), the Non Top Heavy Schedule must satisfy Code
ss.411(a)(2).]
[ ] (c) MINIMUM VESTING AMOUNT. The lesser of $ __________________ or his
entire Accrued Benefit, even if the application of the graduated
vesting schedule under Option (b) would result in a smaller
Nonforfeitable Accrued Benefit.
[ ] (d) APPLICATION OF TOP HEAVY SCHEDULE. The Top Heavy Schedule applies in
the Plan Year for which the Plan first is top heavy and then in all
subsequent Plan Years. [Note: If the Employer elects (b)(2) but not
(d), the Top Heavy Vesting Schedule applies only in top heavy Plan
Years.]
[X] (e) SPECIAL VESTING RULES. (Specify) Matching contributions are always
100% vested; and only non-elective (Profit sharing) contributions are
subject to the vesting schedule set forth above. [Note: Any special
rule must satisfy Code ss.411(a).]
5.04 DEEMED CASH-OUT DISTRIBUTIONS. To determine the timing of forfeitures
for 0% vested Participants, the deemed cash-out rule described in Section
5.04(C) of the Plan: (Choose (a) or (b))
[ ] (a) Does not apply. [X] (b) Applies.
5.06 YEAR OF SERVICE - VESTING. (Complete (a) or (b))
[ ] (a) ELAPSED TIME. Service for determining vesting will be measured by
Elapsed Time as described in Section 1.26.
[X] (b) HOURS OF SERVICE. Service for determining vesting will be determined
by Hours of Service as described in Section 1.27. (Complete (1) and
(2))
[X] (1) HOURS OF SERVICE. An Employee must complete at least Hours of
Service during a vesting computation period to receive credit for
a Year of Service under Article V. [Note: The number may not
exceed 1,000. If left blank, the requirement is 1,000.]
[X] (2) VESTING COMPUTATION PERIOD. The Plan measures a Year of Service
on the basis of the following 12 consecutive month periods:
(Choose (i) or (ii))
[X] (i) Plan Years.
[ ] (ii) Employment Years. An Employment Year is the 12 consecutive
month period measured from the Employee's Employment
Commencement Date and each successive 12 consecutive month
period measured from each anniversary of that Employment
Commencement Date.
5.08 INCLUDED YEARS OF SERVICE - VESTING. The Employer specifically
excludes the following Years of Service: (Choose (a) or at least one of (b)
through (f); choose (a) if the term "Year of Service" does not apply to the
vesting election in Adoption Agreement Section 5.03)
[X] (a) None other than as specified in Section 5.08(a) of the Plan.
[ ] (b) Any Year of Service before the Participant attained the age of 18.
[ ] (c) Any Year of Service during the period the Employer did not maintain
this Plan or a predecessor plan.
[ ] (d) Any Year of Service before a Break in Service if the number of
consecutive Breaks in Service equals or exceeds 5. This exception
applies only if the Participant is 0% vested in his Accrued Benefit
derived from Employer contributions at the time he has a Break in
Service.
[ ] (e) Any Years of Service disregarded under the terms of the Plan prior to
the restated Effective Date.
[ ] (f) (Specify) ___________________________________________________________
_____________________________________________________________________
_____________________________________________________________________.
[Note: Any specified exception must comply with Code ss.411(a)(4).]
ARTICLE VI
TIME AND METHOD OF PAYMENTS OF BENEFITS
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT. The following elections apply to
Section 6.01 of the Plan: ((a) is mandatory; (b), (c) and (d) are optional in
addition to (a))
[X] (a) NONFORFEITABLE ACCRUED BENEFIT NOT EXCEEDING $3,500. The Plan will
distribute a Nonforfeitable Accrued Benefit not exceeding $3,500:
(Choose (1), (2) or (3))
[X] (1) As soon as administratively practicable following the
Participant's Separation from Service.
[ ] (2) As soon as administratively practicable in the Plan Year
beginning after the Participant's Separation from Service.
[ ] (3) (Specify) ______________________________________________________
_____________________________________________________________________
_____________________________________________________________________.
[ ] (b) DISABILITY. If the Participant terminates by reason of a disability,
the following special rules apply to the distribution of the
Participant's Nonforfeitable Accrued Benefit: _______________________
_____________________________________________________________________.
[ ] (c) HARDSHIP. The Plan permits a hardship distribution, as defined in
Section 14.11(A)(1), to a Participant who has separated from Service,
subject to any special rules provided in an addendum.
[X] (d) DEFAULT ON A LOAN. If a Participant or Beneficiary defaults on a loan
made pursuant to a loan policy adopted by the Advisory Committee
pursuant to Section 9.04, the Plan treats the default as a
distributable event. The Trustee, at the time of the default, will
reduce the Participant's Nonforfeitable Accrued Benefit by the lesser
of the amount in default (plus accrued interest) or the Plan's
security interest in that Nonforfeitable Accrued Benefit. In the case
of the portion of the loan attributable to the Participant's Deferral
Contributions Account, Qualified Matching Contributions Account or
Qualified Nonelective Contributions Account, the reduction described
in the preceding sentence will not occur before the earlier of the
Participant's Separation from Service or attainment of age 59 1/2.
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. Section 6.02 of the Plan, which
permits lump sum or installment distribution elections, applies without
modification, except as provided in an addendum.
6.03 BENEFIT PAYMENT ELECTIONS. ((a) is mandatory; (b) is optional)
[X] (a) PARTICIPANT ELECTIONS AFTER SEPARATION FROM SERVICE. A Participant
whose Nonforfeitable Accrued Benefit exceeds $3,500 may elect to
commence distribution of his Nonforfeitable Accrued Benefit: (Choose
at least one)
[X] (1) As of the earliest administratively practicable date following
Separation from Service.
[ ] (2) As of the earliest administratively practicable date in the Plan
Year(s) beginning after Separation from Service.
[ ] (3) As of the earliest administratively practicable date after the
close of the Plan Year in which the Participant attains Normal
Retirement Age.
[ ] (4) (Specify) _____________________________________________________.
See Section 6.01(A)(2) if the Participant fails to make an election or has
passed the latest elective date described in this Option (a).
[X] (b) PARTICIPANT ELECTIONS PRIOR TO SEPARATION FROM SERVICE. A Participant,
prior to his Separation from Service, may elect to receive all or any
portion of his Nonforfeitable Accrued Benefit under the condition(s)
specified in this Option (b). Unless otherwise specified in (b)(4),
each event selected represents an independent withdrawal right and a
Participant must have a 100% Nonforfeitable interest in his Accrued
Benefit to be eligible for an in-service withdrawal. Each election
applies to all Accounts unless otherwise specified. A reference to
"restricted Accounts" means the Deferral Contributions Account,
Qualified Matching Contributions Account and Qualified Nonelective
Contributions Account. (Choose at least one of (1), (2), (3), (4) or
(5))
[X] (1) The Participant has attained age 591/2.
[X] (2) The Participant has incurred a hardship under the rules described
in Section 14.11(A). To the extent distributed from the Regular
Matching Contributions Account and the Employer Contributions
Account, the provisions of Sections 14.11(A)(2) and 14.11(A)(3)
do not apply.
[ ] (3) The Participant has participated in the Plan for a period of not
less than 5 years, but only from Accounts other than restricted
Accounts.
[ ] (4) If the Employer sells substantially all of the assets (within the
meaning of Code ss.409(d)(2)) used in a trade or business or
sells a subsidiary (within the meaning of Code ss.409(d)(3)), but
only for a Participant who continues employment with the
acquiring corporation. A distribution under this Option must be a
lump sum distribution, determined in a manner consistent with
Code ss.401(k)(10) and the applicable Treasury regulations.
[X] (5) (Specify) Participants can take in-service withdrawals, first
from Participant nondeductible contribution accounts then from
any rollover accounts, once each calendar quarter. Participants
who have attained age 59 1/2 and who have withdrawn all funds
from the previous accounts can also take in-service withdrawals
from elective deferral accounts once each calendar quarter.
Hardship withdrawals can be taken more frequently than once each
calendar quarter, but only due to a separate financial hardship.
[Note: An in-service distribution from restricted Accounts may
not be available unless the Participant has attained age 59 1/2,
is disabled or satisfies the hardship rules of Section 14.11 of
the Plan.]
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES. The
annuity distribution requirements of Section 6.04: (Choose (a) or (b))
[X] (a) Do not apply to a Participant, unless the Participant is described in
Section 6.04(E) of the Plan (relating to the profit sharing exception
to the joint and survivor requirements).
[ ] (b) Apply to all Participants.
ARTICLE IX
ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.10 VALUE OF PARTICIPANT'S ACCRUED BENEFIT. If a distribution (other than
a distribution from a segregated Account) occurs more than 90 days after the
most recent valuation date, the distribution will include interest at the
following rate: 0% . [Note: If left blank, the percentage is 0%.]
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS. Pursuant to
Section 14.12, the elections in this Section 9.11 apply to the allocation of net
income, gain or loss attributable to salary reduction contributions, matching
contributions and Participant nondeductible contributions. Unless otherwise
specified, the elections apply to all these contributions. (Choose at least one)
[ ] (a) Apply Section 9.11 without modification.
[X] (b) Use the segregated account approach described in Section 14.12.
[ ] (c) Use the weighted average method described in Section 14.12, based on a
_____________________________________________________________________
weighting period.
[ ] (d) Treat as part of the relevant Account at the beginning of the
valuation period % of the contributions: (Choose (1) or (2))
[ ] (1) made during that valuation period.
[ ] (2) made by the following specified time: __________________________
_______________________________________________________________.
[X] (e) (Specify) All participant accounts will be segregated and invested as
directed by participants between investment alternatives designated by
the Advisory Committee.
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
10.03 INVESTMENT POWERS. The following additional investment options or
limitations apply under Section 10.03: All Plan assets will be invested as
directed by Participants in investment alternatives designated by the Advisory
Committee. [Note: Enter "N/A" if not applicable.]
10.14 VALUATION OF TRUST. In addition to the last day of the Plan Year, the
Trustee must value the Trust Fund on the following valuation date(s) Plan assets
shall be valued as of each business day on which the assets or portions thereof
may practically be valued by the Trustee or its agent. [Note: Enter "N/A" if not
applicable. If left blank, the last day of the Plan Year is the only mandatory
valuation date. Regardless of whether the Employer specifies other valuation
dates, the Advisory Committee has the discretion to direct valuation at any
time. See Section 10.14 of the Plan.]
EXECUTION PAGE
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Master Plan and Trust. The Employer hereby agrees to the provisions of this Plan
and Trust, and in witness of its agreement, the Employer by its duly authorized
officers, has executed this Adoption Agreement, and the Trustee (and Custodian,
if applicable) has signified its acceptance, on this day of
______________________, 19 ____.
Name of Employer: WINNEBAGO INDUSTRIES, INC.
Employer's EIN: 42-0802678
Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: United States Trust Company
of New York
Signed: /s/ unreadable
Senior Vice President
Signed:
Name of Custodian (Optional):
Signed:
TRUSTEE INVESTMENT POWERS. The Trustee has (check one): [ ] discretionary [ X ]
nondiscretionary investment powers. See Section 10.03. [Note: The Employer must
check "discretionary" if a Custodian executes this Adoption Agreement.]
PLAN NUMBER. The 3-digit plan number the Employer assigns to this Plan for ERISA
reporting purposes (Form 5500 Series) is: 001.
USE OF ADOPTION AGREEMENT. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
3-digit number assigned to this Adoption Agreement (see page 1) is solely for
the Master Plan Sponsor's recordkeeping purposes and does not necessarily
correspond to the plan number the Employer designated in the prior paragraph.
MASTER PLAN SPONSOR. The Master Plan Sponsor identified on the first page of the
basic plan document will notify all adopting employers of any amendment of this
Master Plan or of any abandonment or discontinuance by the Master Plan Sponsor
of its maintenance of this Master Plan. For inquiries regarding the adoption of
the Master Plan, the Master Plan Sponsor's intended meaning of any plan
provisions or the effect of the opinion letter issued to the Master Plan
Sponsor, please contact the Master Plan Sponsor at the following address and
telephone number: Investors Research Corporation, 4500 Main Street, Kansas City,
Missouri 64141, 1-800-345-2021.
RELIANCE ON OPINION LETTER. The Employer may not rely on the Master Plan
Sponsor's opinion letter covering this Adoption Agreement. For reliance on the
Plan's qualification, the Employer must obtain a determination letter from the
applicable IRS Key District office.
CODE SS.411(D)(6) PROTECTED BENEFITS. To the extent the elections under Article
VI would eliminate a Code ss.411(d)(6) protected benefit, see Section 13.02 of
the Plan. If the elections liberalize the optional forms of benefit under the
Plan, the more liberal options apply on the later of the adoption date or the
Effective Date of this Adoption Agreement.
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: CYCLE-SAT, INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-1246889
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this ____ day of __________________ , 19__.
Name of Participating Employer: NORTH IOWA
ELECTRONICS, INC.
Signed:
Participating Employer's EIN:
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted:
[Date] Signed:
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted:
[Date]
Signed:
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.03 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO
REALTY CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-1003259
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment
Plan, and having an original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO R.V. INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 36-3193250
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO
ACCEPTANCE CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary and General
Counsel
Participating Employer's EIN: 42-0988055
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO
INDUSTRIES, INC.
Accepted: June 29, 1995
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST
COMPANY OF NEW YORK
Accepted: July 19, 1995
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Employer, identified as Winnebago Industries Inc.
Profit Sharing and Deferred Savings and Investment Plan, and having an
original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO PRODUCTS, INC.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, V.P.-General Counsel &
Secretary
Participating Employer's EIN: 42-1369283
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO INDUSTRIES, INC.
Accepted: 6/29/95
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST COMPANY OF
NEW YORK
Accepted: 7/19/95
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
PARTICIPATION AGREEMENT FOR RELATED GROUP MEMBERS
[ ] CHECK HERE IF NOT APPLICABLE AND DO NOT COMPLETE THIS PAGE.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.03
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Agreement. The Participating Employer accepts, and agrees to
be bound by, all of the elections granted under the provisions of the Master
Plan as made by Winnebago Industries, Inc., the Signatory Employer to the
Execution Page of the Adoption Agreement.
1. The Effective Date of the undersigned Employer's participation in the
designated Plan is: July 1, 1994.
2. The undersigned Employer's adoption of this Plan constitutes:
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan
currently maintained by the Employer, identified as Winnebago
Industries Inc. Profit Sharing and Deferred Savings and Investment
Plan, and having an original effective date of March 1, 1969.
Dated this 29th day of June, 1995.
Name of Participating Employer: WINNEBAGO INTERNATIONAL
CORP.
Signed: /s/ Raymond M. Beebe
Raymond M. Beebe, Secretary
Participating Employer's EIN: 66-0416316
ACCEPTANCE BY THE SIGNATORY EMPLOYER TO THE EXECUTION PAGE OF THE ADOPTION
AGREEMENT AND BY THE TRUSTEE.
Name of Signatory Employer: WINNEBAGO INDUSTRIES, INC.
Accepted: 6/29/95
[Date] Signed: /s/ Jerome V. Clouse
Jerome V. Clouse
Vice President-Treasurer, International
Development
Name(s) of Trustee: UNITED STATES TRUST COMPANY OF
NEW YORK
Accepted: 7/19/95
[Date]
Signed: /s/ unreadable
Senior Vice President
[Note: Each Participating Employer must execute a separate Participation
Agreement. See the Execution Page of the Adoption Agreement for important Master
Plan information.]
APPENDIX A (PERMITTED DISPARITY PLANS ONLY)
[NOTE: THE ADOPTION AGREEMENT MUST INCLUDE APPENDIX A EVEN IF IT DOES NOT APPLY
TO THE EMPLOYER'S PLAN. THE EMPLOYER MAY DISREGARD APPENDIX A IF IT ELECTED
OPTION (a) UNDER ADOPTION AGREEMENT SECTION 3.04.]
TWO-TIERED INTEGRATED ALLOCATION FORMULA - MAXIMUM DISPARITY. First, the
Advisory Committee will allocate the annual Employer nonelective contributions
in the same ratio that each Participant's Compensation plus Excess Compensation
for the Plan Year bears to the total Compensation plus Excess Compensation of
all Participants for the Plan Year. The allocation under this paragraph, as a
percentage of each Participant's Compensation plus Excess Compensation, must not
exceed the applicable percentage (5.7%, 5.4% or 4.3%) listed under the Maximum
Disparity Table.
The Advisory Committee then will allocate any remaining Employer nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.
FOUR-TIERED INTEGRATED ALLOCATION FORMULA. First, the Advisory Committee will
allocate the annual Employer nonelective contributions in the same ratio that
each Participant's Compensation for the Plan Year bears to the total
Compensation of all Participants for the Plan Year, but not exceeding 3% of each
Participant's Compensation. Solely for purposes of this first tier allocation, a
"Participant" means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other Participant entitled
to a top heavy minimum allocation under Section 3.04(B) of the Plan.
As a second tier allocation, the Advisory Committee will allocate the annual
Employer nonelective contributions in the same ratio that each Participant's
Excess Compensation for the Plan Year bears to the total Excess Compensation of
all Participants for the Plan Year, but not exceeding 3% of each Participant's
Excess Compensation.
As a third tier allocation, the Advisory Committee will allocate the annual
Employer nonelective contributions in the same ratio that each Participant's
Compensation plus Excess Compensation for the Plan Year bears to the total
Compensation plus Excess Compensation of all Participants for the Plan Year. The
allocation under this paragraph, as a percentage of each Participant's
Compensation plus Excess Compensation, must not exceed the applicable percentage
(2.7%, 2.4% or 1.3%) listed under the Maximum Disparity Table.
The Advisory Committee then will allocate any remaining Employer nonelective
contributions in the same ratio that each Participant's Compensation for the
Plan Year bears to the total Compensation of all Participants for the Plan Year.
MAXIMUM DISPARITY TABLE. The applicable percentage is:
Integration Level (as Applicable Percentages for Applicable Percentages for
percentage of taxable wage base) Two-Tiered Formula Four-Tiered Formula
100% 5.7% 2.7%
More than 80% but less than 100% 5.4% 2.4%
More than 20% and not more than 80% 4.3% 1.3%
20% or less 5.7% 2.7%
[Note: If the Integration Level does not exceed $10,000, use 5.7% for the
Two-Tiered Formula and 2.7% for the Four-Tiered Formula, regardless of the
percentage in the table.]
ADDENDUM TO ADOPTION AGREEMENT
WINNEBAGO INDUSTRIES, INC. PROFIT SHARING PLAN
AND DEFERRED SAVINGS AND INVESTMENT PLAN
Section 3.01 Effective July 1, 1995, Section 3.01, Part II(e)(3) is
amended to provide that, in addition to the limitations set forth
in Section 3.01, Part II(e)(3) of the Adoption Agreement, the
Signatory Employer may designate, at its discretion, a different
Matching Contribution percentage to be allocated to Eligible
Employees of one or more of the Participating Employers to this
agreement.
Section 3.04 Nonelective contributions will be allocated pro-rata to
Participants based on the ratio of the total points of each
eligible Participant to the total points of all eligible
Participants. A Participant is "eligible" for an allocation for a
Plan Year if the Participant receives credit for at least 1000
hours of service during the Plan Year and remains employed by the
Employer on the last day of the Plan Year. Each Participant's
total points shall be determined by adding one (1) point for each
whole $100 of Compensation earned during the Plan year to five (5)
points for each year of service earned by the Participant for
vesting purposes as of the end of the Plan Year.