EXHIBIT 10.4
THE CORPORATE PLAN FOR RETIREMENT (SERVICE MARK)
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
Non-Standardized Adoption Agreement 002
Basic Plan No. 07
Internal Revenue Service Department of the Treasury
Plan Description: Prototype Non-standardized Profit Sharing Plan with COOA
FFN: 5031874AH07-002 Case: 9306266 EIN: 04-2033129
BPC: 07 Plan: 002 Letter Serial No: D358678b
Washington, DC 20224
Person to Contact: Mr. Dua
FIDELITY MANAGEMENT & RESEARCH CO
Telephone Number: (202) 622-8380
82 DEVONSHIRE STREET C7A
Refer Reply to: E:EP:Q:3
BOSTON, MA 02109
Date: 08/24/93
Dear Applicant:
In our opinion, the amendment to the form of the plan identified above does not
in and of itself adversely affect the plan's acceptability under section 401 of
the Internal Revenue Code. This opinion relates only to the amendment to the
form of the plan. It is not an opinion as to the acceptability of any other
amendment or of the form of the plan as a whole, or as to the effect of other
Federal or local statutes.
You must furnish a copy of this letter to each employer who adopts this plan.
You are also required to send a copy of the approved form of the plan, any
approved amendments and related documents to each Key District Director of
Internal Revenue Service in whose jurisdiction there are adopting employers.
An employer who adopts the amended form of the plan after the date of the
amendment should apply for a determination letter by filing an application with
the Key District Director of Internal Revenue on Form 5307, Short Form
Application for Determination for Employee Benefit Plan.
This letter with respect to the amendment to the form of the plan does not
affect the applicability to the plan of the continued, interim and extended
reliance provisions of sections 13 and 17.03 of Rev. Proc. 89-9, 1989-1 C.B.
780. The applicability of such provisions may be determined by reference to the
initial opinion letter issued with respect to the plan.
If you, the sponsoring organization, have any questions concerning the IRS
processing of this case, please call the above telephone number. This number is
only for use of the sponsoring organization. Individual participants and/or
adopting employers with questions concerning the plan should contact the
sponsoring organization. The plan's adoption agreement must include the
sponsoring organization's address and telephone number for inquiries by adopting
employers.
If you write to the IRS regarding this plan, please provide your telephone
number and the most convenient time for us to call in case we need more
information. Whether you call or write, please refer to the Letter Serial
Number and File Folder Number shown in the heading of this letter.
You should keep this letter as a permanent record. Please notify us if you
modify or discontinue sponsorship of this plan.
Sincerely yours,
/s/ Illegible
Chief Employee Plans Qualifications Branch
INSTRUCTIONS - NON-STANDARDIZED PROFIT SHARING/401(K) PLAN
ADOPTION AGREEMENT
All sections of this Adoption Agreement must be completed, except where stated
as optional. An Employer may only select the options listed. Due to Internal
Revenue Service regulations an Employer may not make any changes to the printed
language in this Adoption Agreement, no matter how slight. An Employer should
consult with its attorney and/or accountant for assistance in completing this
Agreement.
1.01. PLAN INFORMATION:
(a) Enter the legal name of the Plan.
(b) Type of Plan (Select one option):
(b)(1) A 401(k) and profit sharing plan includes Employee Deferral
Contributions, Employer Matching Contributions (optional), Employer
Fixed or Discretionary Contributions and Qualified Discretionary
Contributions (optional).
(b)(2) A profit sharing plan includes only Employer fixed or Discretionary
Contributions.
(b)(3) A 401(k) plan includes Employee Deferral Contributions, Employer
Matching Contributions (optional) and Qualified Discretionary
Contributions (optional). Check this option if the Plan has 401(k) plan
features and there is a frozen profit sharing plan source for
Participant Accounts.
(c) Complete only if the Plan Administrator is not the Employer. (Fidelity
is not the Plan Administrator). A Committee may be designated to act on
behalf of the Plan Administrator. However, in such case, the Employer
or other Plan Administrator would still be named in this section.
(d) "Limitation Year" refers to the twelve-month period used to determine if
the Internal Revenue Code Section 415 annual addition limitation has
been exceeded for a Participant. If an Employer is a member of a
controlled group of businesses (as defined by the Internal Revenue Code)
and adopts this Plan, then the Limitation Year for all Employer plans,
(regardless of whether the other Related Employers adopt this Plan) must
be the same. (Check one only).
(e) This is the three digit number assigned to the plan as required by the
Internal Revenue Service. For a new plan, if the Employer does not
currently or has never maintained another qualified retirement then this
Plan Number will be "001". If the Employer currently maintains or has
ever maintained another qualified retirement plan then this Plan will be
"002". If the Employer currently maintains or has ever maintained two
other qualified retirement plans then this Plan will be "003", etc. An
existing Employer plan that is a conversion from another plan document
must use the same three digit plan number currently in effect.
(f) Enter the month and day of the Plan Year end (i.e., December 31). The
Plan Year must be the last day of a month.
(g)(1) (Select (1) or (2).) If this is a new plan then enter the Effective
Date. Generally, the Effective Date for a new plan may be any date
during the initial year the Plan is established. This date will
determine the appropriate Entry Date(s) for eligible Employees under
Section 1.03(b), the measurement period to determine eligible
Compensation for new Participants under Section 1.04(b), and the maximum
Participant annual addition limitation for the initial Plan Year. An
Employer may have an Effective Date that is different from the Fidelity
Implementation Date (This is the date an Employer's Plan is implemented
with Fidelity as identified in the Fidelity Service Agreement.) For
example, an Employer's Plan may have a January 1, 1994, Effective Date
but a June 1, 1994, Implementation Date.
If this Plan is a "spin-off" from a prior plan, then the Employer must
check option (g)(1). A "spin-off" is when an existing qualified
retirement plan is separated into one or more plans. The separation may
be the result of a business entity selling a division or portion of its
assets to the Employer, or when the Employer wants to separate one plan
into two or more plans.
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the Jevic Transpsortation, Inc.
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401K Savings Plan Plan (the "Plan").
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(b) Type of Plan:
(1) /x/ 401(k) and Profit Sharing
(2) / / Profit Sharing Only
(3) / / 401(k) Only
(c) 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.
(d) Limitation Year (check one):
(1) /xx/ Calendar Year
(2) / / Plan Year
(3) / / Other: _____________
(e) Three Digit Plan Number: 001
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(f) Plan Year End (month/day): December 31
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(g) Plan Status (check one):
(1) / / Effective Date of new Plan:
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(2) /x/ Amendment Effective Date: July 1, 1994. This is (check
one):
(A) / / an amendment of The CORPORATEplan for Retirement Adoption
Agreement previously executed by the Employer; or
(B) /x/ a conversion from another plan document into The
CORPORATEplan for Retirement.
The original effective date of the Plan: January 1, 1986
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The substantive provisions of the Plan shall apply prior to the
Effective Date to the extent required by the Tax Reform Act of
1986 or other applicable laws.
1.02 EMPLOYER
(a) The Employer is: Jevic Transportation, Inc.
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Address: PO Box 5157 600 Creek Road
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Delanco, New Jersey 08075
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Contact's Name: Mr. Ray Conlin - Director of Risk Management
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Telephone Number: (609) 461-7111
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(1) Employer's Tax Identification Number: 22-237-3402
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(2) Business form of Employer (check one):
(A) / / Corporation
(B) / / Sole proprietor or partnership
(C) /x/ Subchapter S Corporation
(D) / / Governmental
(E) / / Tax-exempt organization
(F) / / Rural Electric Cooperative
(3) Employer's fiscal year end: December 31
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(4) Date business commenced: May 1981
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Instructions - Page 2
(g)(2) Enter the Effective Date of Amendment to the CORPORATEplan for
Retirement(service mark). This is the date that all Plan assets will
be wired to Fidelity and when the provisions in this Adoption
Agreement will become effective. This date MUST be the first day of a
month. The Effective Date for an Employer checking option (A) below
must be the same date as the Implementation Date. The Implementation
Date is also identified in the Fidelity Service Agreement.
(A) If an Employer previously adopted the CORPORATEplan for
Retirement(service mark) and is amending or restating it then check this
option. Also enter the plan's original Effective Date on the line
below (B). (This is the date the Plan was originally established by
the Employer.)
(B) If this is an amendment or conversion of the Employer's Plan from
another plan document then check this option. Also enter the Plan's
original Effective Date on the line below (B). (This is the date the
Plan was originally established by the Employer.)
1.02. EMPLOYER:
(a) Enter the Employer's legal name, principal address, contact name and
phone number. If one or more Related Employers are adopting this Plan
then the Employer identified in this section should be the Employer
sponsoring the plan. A union may not be listed as an Employer, but an
Employer may establish a Plan for its employees covered by a collective
bargaining agreement with a union. An association may establish a Plan
only for its own Employees. The association may not establish a Plan for
its members.
(a)(1) Enter the Employer's Federal tax identification number. This is not the
Federal tax identification number of the Plan.
(a)(2) Select the business form(s) of the Employer. Related Employers under
1.02.(b) adopting the CORPORATEplan for Retirement(service mark) that
have multiple business forms may select more than one business form, if
applicable.
NOTE: Tax-exempt employers and plans of government employers are not
allowed to establish 401(k) plans. However, plans of tax-exempt
employers adopted before July 2, 1986, and plans of state and
local governments adopted before May 6, 1986, are not subject to
this restriction.
(a)(3) Enter the month and day of the Employer's, not the Plan's, fiscal tax
year end.
(a)(4) Enter the date the Employer's business commenced.
(b) The term "Employer" includes the following Related Employer(s)
(as defined in Section 2.01(a)(26)):
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1.03 COVERAGE
(a) All Employees who meet the conditions specified below will be
eligible to participate in the Plan:
(1) Service requirement (check one):
(A) / / no service requirement.
(B) / / three consecutive months of service (no minimum
number Hours of Service can be required).
(C) /x/ six consecutive months of service (no minimum
number Hours of Service can be required).
(D) / / one Year of Service (1,000 Hours of Service is
required during the Eligibility Computation
Period.)
(2) Age requirement (check one):
(A) / / no age requirement.
(B) /x/ must have attained age 20-1/2 (not to exceed 21).
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Instructions - Page 3
(b) (Optional) If an Employer is part of an affiliated service group or
controlled group of employers (collectively defined as "Related
Employers") then it may include one or more Related Employers, in the
definition of "Employer" under this Plan. (Unrelated Employers CANNOT be
included as part of the Employer's Plan. Please consult your attorney
and/or accountant for assistance on the definition of legally Related
Employers.) Each Related Employer must take the appropriate legal
action (i.e., Board of Directors' Resolution for a corporation) to
be included as part of the Employer's Plan. If any Related Employer(s)
is/are excluded from this Plan then the Employer is still responsible
for insuring that this Plan complies with the minimum coverage
requirements of Internal Revenue Code Section 410(b), the
nondiscrimination requirements of Internal Revenue Code Section
401(a)(4) the minimum participation requirements of Internal Revenue
Code Section 401(a)(26) and any other Internal Revenue Code
requirements. Employees of Related Employers, even if those Employees do
not participate in this Plan, will be considered in applying the minimum
coverage and participation tests. Furthermore, all eligible
Participants, regardless of whether employed by the Employer or a
Related Employer must receive a uniform allocation percentage of
compensation (i.e., 5% of eligible Compensation) under Section 1.05(a),
if any, and/or the same uniform matching percentage (i.e., 50% match
for each $1.00 of Deferral Contributions) under Section 1.05(c).
1.03. COVERAGE
(a) An Employer may require Employees to complete a specified minimum period
of employment and/or attain a minimum age to be eligible to participate
in the Plan. An Employer's Plan that is a 401(k) and a Profit Sharing
Plan must select the same service requirement for the 401(k) and profit
sharing portion of the plan.
(a)(1) (Select one option.) The maximum Employee eligibility service
requirement allowed by the Internal Revenue Service for an Employer's
401(k) plan is one year of service. An Employer may elect no service
requirement (Option A), a three consecutive months requirement (Option
B), or a six consecutive months requirement (Option C). However, if
Option B or C is elected, the Employer cannot require an Employee to
work a specified number of hours. For this purpose, "consecutive" means
uninterrupted period of employment with the Employer or Related
Employer. If the one year service requirement is selected (Option D)
then the Employee must complete 1,000 Hours of Service with the Employer
during the twelve month period beginning on his/her date-of-hire and
ending on his/her employment anniversary date.
(a)(2) (Select one option.) An Employer may elect not to have an age
requirement (Option A) or an Employer may specify an age requirement
as long as it is not greater than 21 (Option B).
(3) The class of Employees eligible to participate in the Plan
(check one):
(A) /x/ includes all Employees of the Employer.
(B) / / includes all Employees of the Employer except for (check
the appropriate box(es)):
(i) / / Employees covered by a collective bargaining
agreement.
(ii) / / Highly Compensated Employees as defined in
Code Section 414(q).
(iii) / / Leased Employees as defined in Section
2.01(a)(18).
(iv) / / Nonresident aliens who do not receive any
earned income from the Employer which
constitutes United States source income.
(v) / / Other
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Note: No exclusion in this section may create a discriminatory
class of employees. An Employer's plan must still pass the
Internal Revenue Code coverage and participation
requirements if one or more of the above groups of
Employees have been excluded from the Plan.
(b) The Entry Date(s) shall be (check one):
(1) / / the first day of each Plan Year (not if Section 1.03
(a)(1)(D) is elected).
(2) / / the first day of each Plan Year and the date six months
later.
(3) /x/ 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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Instructions - Page 4
(a)(3)(A) If all Employees of the Employer and Related Employers, if applicable,
are eligible to participate in the Plan after meeting the service and
age requirement(s), if any, then select this option.
(a)(3)(B) An Employer may exclude certain non-discriminatory groups of Employees
from participating in the Plan. An Employer may exclude Employees by
checking the appropriate option(s) in (B):
(i) Collective bargaining employees as defined in Section
2.01(a)(10) of the Basic Plan Document,
(ii) Highly Compensated Employees as defined in Internal
Revenue Code Section 414(q),
(iii) Leased Employees as defined in Section 2.01(a)(18) of the
Basic Plan Document,
(iv) Nonresident aliens who do not receive any earned income
from the Employer which constitutes United States source
income.
(v) Any other non-discriminatory group of Employees in
accordance with the Internal Revenue Code, Internal
Revenue Service regulations and other governmental
regulations.
The Employer will be responsible for compliance with the appropriate
annual required Internal Revenue Code tests if any group(s) of Employees
is/are excluded from the Plan. The term "Employer" includes the Employer
and any Related Employer(s).
(b) (Select one option.) The Entry Date is the date an eligible Employee may
actually begin participating in the Plan. Participation may
occur only on or after the date an Employee satisfies the
service and/or age requirement(s). Option (1) provides for an
annual Entry Date. Option (1) may not be selected if an
Employer elected a one-year service requirement in Section
1.03(a)(1)(D) or an age requirement greater than 20-1/2 in
Section 1.03(a)(2)(B). Option (2) provides for semi-annual Entry
Dates, Option (3) provides for quarterly entry dates and Option
(4) provides for monthly Entry Dates. An Employee may become
eligible to participate in the plan on the Effective Date if
Section 1.03(c)(2) or (3) is selected. (Select one option)
(c) Date of Initial Participation - An Employee will become a Participant
unless excluded by Section 1.03(a)(3) above on the Entry Date
immediately following the date the Employee completes the service and
age requirement(s) in Section 1.03(a), if any except (check one):
(1) / / No exceptions.
(2) / / Employees employed on the Effective Date in Section 1.01(g)
will become Participants on that date.
(3) /x/ Employees who meet the age and service requirement(s) of
Section 1.03(a) on the Effective Date in Section 1.01(g)
will become Participants on that date.
1.04 COMPENSATION
(a) For purposes of determining Contributions under the Plan, Compensation
shall be as defined in Section 2.01(a)(7), but excluding (check the
appropriate box(es)):
(1) / / Overtime Pay.
(2) / / Bonuses.
(3) / / Commissions.
(4) / / 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.
Note: These exclusions shall not apply for purposes of the "Top
Heavy" requirements in Section 9.03, or allocating
Discretionary Employer Contributions if an Integrated Formula
is elected in Section 1.05(a)(2)(B).
(5) /x/ No exclusions.
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Instructions - Page 5
(c) (Select one option.) Upon adoption of the CORPORATEplan for
Retirement(Service Mark), an Employer may determine when an Employee
who is not yet otherwise eligible may become a Participant in the Plan.
The Employer has three different options.
(c)(1) If this option is selected then an Employee must satisfy the service
and age requirement(s) in Section 1.03(a)(1) and (2) before being
eligible to participate in the Plan on the Entry Date(s) elected in
Section 1.03(b).
(c)(2) If this option is checked then an Employee who is employed by the
Employer on the Effective Date in Section 1.01(g) is eligible to
participate in the Plan on the Effective Date regardless of whether
or not he/she has satisfied the service and age requirement(s) in
Section 1.03(a)(1). This is a special one-time election for the
Employer due to the adoption of the Fidelity CORPORATEplan for
Retirement(Service Mark). An eligible Employee is considered a
Participant and will be included in the appropriate annual Internal
Revenue Code tests (i.e. minimum coverage, minimum participation,
annual addition, actual deferral percentage and actual contribution
percentage tests, etc.). Therefore, an eligible Participant who elects
not to make any Employee Deferral Contributions under Section
1.05(b)(1) as of the Effective Date in Section 1.01(g) may make them
on the next available date under Section 1.05(b)(1)(A).
(c)(3) If this option is checked then an Employee must satisfy the service
and age requirement(s) in Section 1.03(a)(1) before being eligible
to participate in the Plan on the earlier of the Effective Date in
Section 1.01(g) or the next Entry Date. Checking this option creates
a special one-time Entry Date based upon the Effective Date.
1.04 COMPENSATION (Select one option):
(a) Compensation is defined under the Plan as total Compensation paid which
is reportable as earnings in the wages, tips and other Compensation
box on the annual IRS tax Form W-2 ("W-2 Compensation"), subject to
any elections in Section 1.04(a)(1) through (4). For purposes of
determining Employee and Employer Contributions under Section 1.05,
W-2 Compensation is modified as follows:
to include:
o Internal Revenue Code Section 401(k) salary deferrals (known as
Deferral Contributions under this Plan);
o Internal Revenue Code Section 125 salary deferrals (Employee pre-tax
contributions to a "cafeteria plan");
o Elective contributions under Internal Revenue Code Sections 402(h)
(Simplified Employee Pension), 403(b) (Tax Sheltered Annuities),
other deferred compensation described in Section 457(b) (Plan of
State and Local Governments and Tax-Exempt Organizations), or
414(h)(2) (Plan of a State or Political Subdivision of the
Government), and
to exclude:
o Deferred compensation;
o Fringe benefits (cash and non-cash);
o Moving expenses;
o Reimbursements or other expense allowances;
o Welfare benefits.
This modified W-2 Compensation definition meets the "safe harbor"
requirements of the regulations under Internal Revenue Code Section
414(s). However, Compensation for purposes of the Internal Revenue
Code actual deferral percentage test and the actual contribution
percentage test will be based upon the aforementioned definition of
Compensation regardless of any items excluded from the definition of
Compensation in Section 1.04(a)(1) through (4).
An Employer may exclude overtime pay, bonuses, commissions, and/or
the value of a qualified or non-qualified stock option granted from
an Employee's Compensation by checking the appropriate option(s) in
(a)(1) through (4). However, an Employer may not exclude bonuses from
the definition of Compensation in Section 1.04(a)(2) if it elects to
allow a Participant to make Bonus Deferral Contributions in Section
1.05(b)(3). The Employer must demonstrate that these Compensation
exclusions are non-discriminatory when the Plan is submitted to the
(b) Compensation for the First Year of Participation
Contributions for the Plan Year in which an Employee first becomes a
Participant shall be determined based on the Employee's Compensation
(check one):
(1) / / For the entire Plan Year.
(2) /x/ For the portion of the Plan Year in which the Employee is
eligible to participate in the Plan.
1.05 CONTRIBUTIONS
(a) /x/ Employer Contributions:
(1) / / Fixed Formula-Nonintegrated Formula (check (A) or (B)):
(A) / / Fixed Percentage Employer Contribution:
For each Plan Year, the Employer will contribute for each
eligible Participant an amount equal to _____% (not to
exceed 15%) of such Participant's Compensation.
(B) / / Fixed Flat Dollar Employer Contribution:
For each Plan Year, the Employer will contribute for each
eligible Participant an amount equal to $______.
(2) /x/ Discretionary Formula
The Employer may decide each Plan Year whether to make a
Discretionary Employer Contribution on behalf of eligible
Participants in accordance with Section 4.06. Such contributions
may only be funded by the Employer after the Plan Year ends and
shall be allocated to eligible Participants based upon the following
(check (A) or (B)):
(A) / / Nonintegrated Allocation Formula:
In the ratio that each eligible Participant's Compensation
bears to the total Compensation paid to all eligible
Participants for the Plan Year.
(B) /x/ Integrated Allocation Formula:
In accordance with Section 4.06.
Note: An Employer who maintains any other plan that provides for
Social Security Integration (permitted disparity) may not
elect (2)(B).
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Instructions - Page 6
Internal Revenue Service for an individual determination letter. If
the Plan's Compensation will be defined as W-2 Compensation without
any of the exclusions in (a)(1) through (4) then select option (a)(5).
(b)(1) Employer Contributions may be allocated to a first year eligible
Participant on the basis of his/her Compensation for the entire Plan
Year.
(b)(2) Employer Contributions may be allocated to a first year eligible
Participant only for the portion of the Plan Year that he/she
is eligible to participate in the Plan. Compensation paid prior to
a Participant's date of participation will be not be considered
in allocating Employer Contributions in Section 1.05(a). Deferral
Contributions in Section 1.05(b)(2) and (3). Matching Contributions
in Section 1.05(c) and Employee After-Tax Contributions in Section
1.05(d). For example, assume a Participant satisfied the service and
age requirements in Section 1.03(a)(1) & (a)(2) and is eligible to
participant in a calendar Plan Year on July 1. Compensation for
purposes of allocating all of the aforementioned contributions
for the initial Plan Year will be based upon the Participant's
Compensation from July 1, through December 31. Thereafter, the
Participant's Compensation will be based upon the entire Plan Year
unless he/she terminates employment before the end of a Plan Year.
Regardless of which option in Section 1.04(b) is selected,
Compensation for the initial Plan Year for a new Plan should be based
upon eligible Participant Compensation, subject to Section 1.04(b),
from the Effective Date in Section 1.01(g)(1) through the end of the
first Plan Year. If the Effective Date in Section 1.01(g)(1) for a
new Plan is less than twelve months then the Plan has a short Plan
Year for the initial year. The Internal Revenue Code Section 415
annual addition limitation for each Participant in the initial Plan
Year must be adjusted accordingly.
1.05. EMPLOYER CONTRIBUTIONS:
To establish a 401(k) and profit sharing plan, complete (a) and (b).
Options (c) and (d) are optional.
To establish only a profit sharing plan, complete (a) only.
To establish only a 401(k) plan, complete (b). Options (c) and (d)
are optional.
(a) (Optional). The contributions in Section 1.05(a) are Employer profit
sharing contributions. An Employer with a 401(k) and Profit Sharing
or a Profit Sharing only Plan must select an option in Section
1.05(a)(1) and/or Section 1.05(a)(2). All Employer Contributions
(Fixed, Discretionary, Matching, and Qualified Discretionary) and
Employee Deferral Contributions, are subject to the Internal Revenue
Code Section 404(a) annual tax deductible limit. A profit sharing
and/or 401(k) plan deduction is limited annually to 15% of total
Compensation for all eligible Participants.
(a)(1) (Optional). An Employer may annually elect to contribute a profit
sharing contribution to each eligible Participant based upon the
same fixed percentage of Participant Compensation (Option (A)) or
based upon the same fixed flat dollar amount for each eligible
Participant (Option (B)). Employer Contributions under either of
these two options are made according to a pre-determined Participant
allocation formula and are considered profit sharing contributions.
The Employer will be legally obligated to make the required
contributions within the prescribed time limit each year regardless
of profits.
(a)(2) (Optional). An Employer may elect to contribute a discretionary
profit sharing contribution, if any, each year by adoption of a
corporate Board of Directors Resolution. A Sole Proprietor or a
Partnership must write a Letter of Intent declaring the Employer
Contribution for a particular Plan Year.
(A) If the non-integrated profit sharing contribution formula is elected,
contributions are allocated for the particular Plan Year to each
eligible Participant in the ratio that each eligible Participant's
Compensation bears to the total Compensation of all eligible
Participants for that Plan Year.
(B) If the integrated profit sharing contribution formula is elected,
contributions are allocated for the particular Plan Year to each
eligible Participant using a formula that is integrated with Social
Security. (The Employer may not exclude any items from Compensation
in Section 1.04(a)(1) through (4) for purposes of allocating Employer
Contributions if the Plan assets Option B.) Employer Contributions
are allocated in two steps.
Section 1.05(a)(2)(B) is continued on the next page.
(3) Eligiblity Requirement(s)
A Participant shall be entitled to Employer Contributions for a
Plan Year under this Subsection (a) if the Participant satisfies
the following requirement(s) (Check the appropriate box(es)- Options
(B) and (C) may not be elected together):
(A) /x/ is employed by the Employer on the last day of the
Plan Year.
(B) /x/ 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 Employer
Contributions can only be funded by the Employer after
Plan Year end.
(b) /x/ Deferred Contributions
(1) Regular 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
payroll period in question, not to exceed 15% (no more than 15%)
of Compensation for that period.
(A) A Participant may increase or decrease, on a prospective basis,
his salary reduction agreement percentage (check one):
(i) / / As of the beginning of each payroll period.
(ii) / / As of the first day of each month.
(iii) /x/ As of the next Entry Date.
(iv) / / (Specify, but must be at least one per Plan Year)
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(B) A Participant may revoke, on a prospective basis, a salary
reduction agreement at any time upon proper notice to the
Administrator but in such case may not file a new salary
reduction agreement until (check one):
(i) / / The first day of the next Plan Year.
(ii) /x/ Any subsequent Plan Entry Date.
(iii) / / (Specify, but must be at least once per Plan Year)
------------------------------------------------
------------------------------------------------
7
Instructions - Page 7
First - Contributions are allocated to each eligible Participant in
the ratio that each eligible Participant's total
Compensation, plus Compensation in excess of the Social
Security Taxable Wage Base (known as "Excess Compensation")
bears to the total eligible Compensation of all eligible
Participants, plus the Compensation of all eligible
Participants in excess of the Social Security Taxable Wage
Base. The Social Security Taxable Wage Base is the annual
FICA limit determined by the Social Security Administration.
The allocation to each participant in the first step may
not exceed 5.7% of each Participant's total Compensation
plus Excess Compensation.
Second - Remaining contributions are allocated in the ratio that each
eligible Participant's Compensation bears to the total
Compensation of all eligible Participants.
Note: If the Plan is top-heavy in accordance with Internal
Revenue Code Section 416 then the Employer must contribute
the required minimum top-heavy contribution specified in
Section 1.12(c). The top-heavy minimum contribution is
allocated prior to the aforementioned two steps.
(a)(3) (Select one option.) The Eligibility Requirement(s) in Section
1.05(a)(3) apply to all Fixed and/or Discretionary Employer
Contributions. The allocation of Employer Fixed or Discretionary
Contributions to each Participant may be conditioned on the
Participant completing certain requirement(s). The Employer may
require the Participant to be employed by the Employer on the last
day of the Plan Year (Option (A)) and/or either earn at least 500
hours of service during the Plan Year (Option (B)) or earn at least
1,000 hours of service during the Plan Year (Option (C)). The
Employer Contribution can only be funded after Plan Year end if
Option(s) (A), and/or (B) or (C) is elected. Employer Contributions
funded during the applicable Plan Year will become unconditional
Contributions. Participants who die, become disabled or retire during
the Plan Year must meet the requirement(s) elected in Option (A),
and/or (B), or (C), if any, to receive a Fixed or Discretionary
Employer Contribution. The Employer should elect Option (D) if
Participants are not required to meet any of the aformentioned
conditions to receive Employer Fixed or Discretionary Contributions.
Note: Conditional Employer Contributions elected in Option (A),
(B), or (C) that are funded during the Plan Year will be
treated as unconditional Employer Contributions.
(b)(1) (Optional.) An Employer with a 401(k) and Profit Sharing or a 401(k)
Plan only must complete Section 1.05(b)(1). An Employer may allow a
Participant to elect to contribute Regular Deferral Contributions in
a whole percentage, from 1% to 15%, of Compensation into the Plan.
Deferral Contributions may only be withheld from a Participant's
Compensation on a prospective basis after he/she has properly
completed and executed a written salary deferral election. An
Employer cannot require a minimum Deferral Contribution of more than
one percent of his/her Compensation. The Internal Revenue Code's
annual calendar year limit for a Participant's Deferral Contributions
is $8,994 for 1993 (adjusted annually by the Secretary of the
Treasury). The specified percentage cannot be exceeded for any
particular payroll, unless the Participant elects a Catch-Up Deferral
Contribution in Section (b)(2) or a Bonus Deferral Contribution in
Section (b)(3). In either of these two circumstances an electing
Participant must properly complete and execute the appropriate salary
deferral election form. All Participant Deferral Contributions must
be withheld by the Employer through payroll deduction.
(b)(1)(A) (Select one option.) Select the frequency of deferral percentage
changes (must be at least once per Plan Year) that a Participant
may make in a Plan Year. A Participant may increase, decrease or
suspend his/her Regular Deferral Contributions based upon this
frequency.
(B) (Select one option.) Select the date(s) on which a Participant who
completely suspends his/her Regular Deferral Contributions may resume
such contributions (must be at least once per Plan Year) on the
elected date.
(2) / / Catch-Up Contributions
The Employer may allow Participants upon proper notice and approval
to enter into a special salary reduction agreement to make additional
Deferral Contributions in an amount up to 100% of their Compensation
for the payroll period(s) in the final month of the Plan Year.
(3) / / Bonus Contributions
The Employer may allow Participants upon proper notice and approval
to enter into a special salary reduction agreement to make Deferral
Contributions in an amount up to 100% of any Employer paid cash
bonuses made for such Participants during the Plan Year. The
Compensation definition elected by the Employer in Section 1.04(a)
must include bonuses if bonus contributions are permitted.
Note: A Participant's Contributions under (2) and/or (3) may not
cause the Participant to exceed the percentage limit
specified by the Employer in (1) after the Plan Year. The
Employer has the right to restrict a Participant's right to
make Deferral Contributions if they will adversely effect
the Plan's ability to pass the Actual Deferral Percentage
and/or the Actual Contribution Percentage test.
(4) / / Qualified Discretionary Contributions
The Employer may contribute an amount which it designates as a
Qualified Discretionary Contribution to be included in the Actual
Deferral Percentage of Actual Contribution Percentage test. Qualified
Discretionary Contributions shall be allocated to Non-highly
Compensated Employees (check one):
(A) / / in the ration which each such Participant's Compensation
for the Plan Year bears to the total of all such
Participants' Compensation for the Plan Year.
(B) / / as a flat dollar amount for each such Participant for the
Plan Year.
8
Instructions - Page 8
(b)(2) (Optional.) If Regular Employee Deferral Contributions are elected
under (b)(1) then an Employer may also allow a Participant to make
Catch-Up Deferral Contributions under certain conditions. If Catch-Up
Deferral Contributions are elected, a Participant may defer up to
100% of his/her Compensation for one or more payroll periods in the
final month of the Plan Year. However, Catch-Up Deferral
Contributions for a Participant may not exceed any of the following
limits: the Deferral Contribution percentage specified in (b)(1),
the Internal Revenue Code's annual calendar year Deferral Contribution
limit ($8,994 for 1993) and other appropriate Internal Revenue Code
limits.
A Participant must complete a special election form to make a
Catch-Up Deferral Contribution. If Section 1.04(b)(2) is selected,
then eligible Compensation for a first year eligible Participant for
purposes of Catch-Up Deferral Contributions will be limited.
Compensation will be measured from the Participant's Entry Date or the
Effective Date, as appropriate, through the end of his/her initial
Plan Year.
(b)(3) (Optional.) In addition or as an alternative to Regular Deferral
Contributions or Catch-Up Deferral Contributions, an Employer may
permit a Participant to make a special bonus deferral election.
However, an Employer may not exclude bonuses from the definition
of Compensation in Section 1.04(a) if it wants to allow a Participant
to make Bonus Deferral Contributions. If elected, a Participant may
defer up to 100% of his/her bonus but it may not exceed any of the
following limits: the Deferral Contribution percentage specified in
(b)(1), the Internal Revenue Code's annual calendar year Deferral
Contribution limit ($8,994 for 1993) and other appropriate Internal
Revenue Code limits. A Participant must complete a special election
form to make a Bonus Deferral Contribution. If Section 1.04(b)(2) is
selected, then Compensation for a first year eligible Participant
for purposes of Bonus Deferral Contributions will be limited.
Compensation will be measured from the Participant's Entry Date or
the Effective Date, as appropriate, through the end of his/her
initial Plan Year.
Note: An Employer electing Catch-Up and/or Bonus Deferral
Contributions has the right to refuse to accept these
Contributions if they will adversely affect the Plan's
actual deferral percentage or actual contribution percentage
test(s).
(b)(4) (Optional). Check this option if you would like Qualified
Discretionary Contributions (QDC's) to be treated as additional
Deferral Contributions for all Non-highly Compensated Employees to
the extent necessary to satisfy the requirements of the actual
deferral percentage and actual contribution percentage tests. QDC's
are treated as Employer profit sharing contributions except they are
always 100% vested and may not be withdrawn as a hardship by a
Participant. (A separate source will be set up in the Employer's
Plan to properly account for any QDC's.) QDC's may also be used to
satisfy any required Internal Revenue top-heavy minimum Employer
Contributions for Non-key Employees under Section 1.12(c). If an
Employer wants to make a QDC then it must be made for each Non-highly
Compensated Employee who was eligible to participate in the Plan
during the Plan Year. An Employer cannot require a Participant to
work a certain number of hours during the Plan Year and/or be
employed up to the last day of the Plan Year and/or be employed as of
the last day of the Plan Year to be eligible to receive a QDC. An
Employer must contribute QDC's to the Plan within the prescribed
legal time limit.
(A) An Employer may allocate QDC's to Non-highly Compensated Employees
for a Plan Year on a percentage of Compensation basis.
(B) An Employee may allocate QDC's to Non-highly Compensated Employees for
a Plan Year on a flat dollar basis.
(c) / / Matching Contributions (only if Section 1.05(b) is checked)
(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) /X/ 25%
(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.
Note: The percentages specified above for Matching Contributions
may not increase as the percentage of Compensation
contributed increases.
(E) / / The percentage declared for the year, if any, by a Board of
Directors' resolution.
(2) / / The Employer may at Plan Year end make an additional Matching
Contribution equal to a percentage declared by the Employer,
through a Board of Directors' resolution, of the Deferral
Contributions made by each Participant during the Plan Year
(only if an option is checked under Section 1.05(c)(1)).
(3) / / Matching Contribution Limits (check the appropriate box(es)):
(A) /X/ Deferral Contribution is in excess of 4% 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
percentage limit applied, based upon each payroll period.
(B) / / Matching Contributions for each Participant for each Plan
Year shall be limited to $____.
9
Instructions - Page 9
(c)(1) (Optional). Employer Matching Contributions can only be selected if
Employee Deferral Contributions are selected in Section 1.05(b). An
Employer may elect to match all Employee Deferral Contributions,
subject to any percentage of Compensation and/or dollar limit(s) under
Section 1.05(c)(3), based upon 50% (Option (A)), 100% (Option (B)),
a specified percentage (Option (C)), or a tiered match (Option (D)).
If Option (D) is selected, the matching contribution percentage may
not increase as the percentage of compensation contributed to the
plan increases. For example:
Percent of Eligible Employer
Participant Compensation Matching
Tier Contributed to the Plan Contributions
---- ------------------------ -------------
First First 2% 100%
Second Next 2% 75%
Third Next 2% 50%
In the above example an Employer may not have a first tier match of
50%, a second tier match of 75% and a third tier match of 100%.
An Employer may make Discretionary Matching Contributions, if any,
each Plan Year based upon a percentage of Participant Employee
Deferral Contributions (Option (E)). This option enables the
Employer to vary the Matching Contribution annually without having to
amend the CORPORATEplan for Retirement(service mark) Adoption
Agreement. The amount of Matching Contributions, if any, will be
determined annually by the Employer and then communicated to the
Participants. The Employer may declare the Matching Contributions at
any time during the Plan Year. A corporate Employer must pass a Board
of Directors Resolution declaring the Matching Contribution for a
particular Plan Year. A Sole Proprietor or a Partnership must write
a Letter of Intent declaring the Matching Contribution for a
particular Plan Year.
Employer Matching Contributions must be computed based upon the amount
of a Participant's Deferral Contributions, subject to any percentage
of Compensation and/or dollar limit(s) under Section 1.05(c)(3). An
Employer may not:
o compute Matching Contributions on Employee Deferral
Contributions using a formula based upon a Participant's Years of
Service with the Employer,
o make any Matching Contributions on Employee After-Tax
Contributions,
o make any Qualified Matching Contributions (QMAC's).
(c)(2) (Optional). If Matching Contributions are selected in (c)(1) then an
Employer may elect to make additional Matching Contributions at the
end of the Plan Year through a Board of Directors Resolution for a
Corporation or a Letter of Intent for a Sole Proprietor or a
Partnership.
(c)(3)(A) (Optional). An Employer may select to limit the percentage of a
Participant's Deferral Contributions that are eligible for the
Matching Contributions specified in (c)(1) to a certain percentage of
his/her eligible Compensation.
Example: An Employer wants to match 50% of each dollar contributed to
the Plan as Deferral Contributions but only on the first
six percent of a Participant's eligible Compensation. A
Participant's eligible Compensation for one payroll is
$1,000 and he contributes 10% of it into the Plan as
Deferral Contributions. The Matching Contribution will be
limited to $30 [($1,000 of Compensation) x (6% limit) =
$60, $60 x 50% = $30].
If an Employer directs Fidelity to establish a Basic Employee Deferral
Contribution and a Supplemental Employee Deferral Contribution source
for contributions made pursuant to Section 1.05(b) on the Fidelity
Participant Recordkeeping System and the Employer elects a percentage
limit on Matching Contributions then the match must be computed based
upon each payroll period. A Basic Deferral Contribution represents the
portion of a Participant's Deferral Contributions that will not be
matched by the Employer. A Supplemental Deferral Contribution
represents the portion of a Participant's Deferral Contributions that
will not be matched by the Employer. Please refer to the CPR
Compliance Section of the CORPORATEplan for Retirement (service mark)
for further details.
Section 1.05(c)(3) is continued on the next page.
(4) Eligibility Requirement(s)
A Participant who makes Deferral Contributions during the Plan Year
under Section 1.05(b) 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) / / Is not a Highly Compensated Employee for the Plan Year.
(E) / / Is not a Partner of the Employer, if the Employer is a
partnership.
(F) /X/ No requirements.
Note: If option (A), (B) or (C) above is selected then Matching
Contributions can only be funded by the Employer after the
Plan Year ends. Any Matching Contribution funded before Plan
Year end shall not be subject to the eligibility requirements
of this Section 1.05(c)(4)). If option (A), (B), or (C) is
adopted during a Plan Year, such option shall not become
effective until the first day of the next Plan Year.
(d) / / Employee After-Tax Contributions (check one):
(1) / / Future Contributions
Participants may make voluntary non-deductible Employee Contributions
pursuant to Section 4.09 of the Plan. This option may only be elected
if the Employer has elected to permit Deferral Contributions under
Section 1.05(b). Matching Contributions by the Employer are not
allowed on any voluntary non-deductible Employee Contributions.
Withdrawals are limited to one per year unless Employee Contributions
were allowed under a previous plan document which authorized more
frequent withdrawals.
(2) / / Frozen Contributions
Participants may not make voluntary non-deductible Employee
Contributions but the Employer does maintain frozen Participant
voluntary non-deductible Employee Contribution accounts.
10
Instructions - Page 10
(c)(3)(B) (Optional). An Employer may select to limit the total Matching
Contributions to a fixed dollar amount.
Note: An Employer may select (3)(A), (3)(B) or both (3)(A) and
(3)(B). If the latter is selected then the Matching
Contributions will be limited to whichever limit occurs first,
either the percentage of Compensation in (A) or the fixed
dollar amount in (B).
(c)(4) (Select one or more options.) If a Matching Contribution is selected
in Section 1.05(c)(1) then the Employer must select one of the Options
(A through F) listed in this section. An Employer may specify that a
Participant must satisfy certain conditions during a Plan Year to be
eligible to receive Matching Contributions. The Employer may require a
Participant to be employed on the last day of the Plan Year (Option
(A)) and/or either earn at least 500 hours of service during the Plan
Year (Option B)) or earn at least 1,000 hours of service during the
Plan Year (Option C)). Matching Contributions made pursuant to (A),
(B), or (C) are referred to as conditional contributions and must be
funded after Plan Year end. Participants who die, become disabled or
retire during the Plan Year must meet the requirement(s) selected, if
any, to receive Matching Contributions on their Deferral
Contributions. If Option (A), (B), or (C) is adopted during a Plan
Year then it will not become effective until the first day of the next
Plan Year. An Employer may also exclude a Highly Compensated Employee
(Option (D)) and/or a Partner in a partnership (Option E)), from
eligibility for Matching Contributions. If the Employer wants to make
Mandatory or unconditional Matching Contributions to Participants
making Employee Deferral Contributions then select Option (F).
Matching Contributions are subject to the Internal Revenue Code's
annual actual contribution percentage and annual addition limitation
tests.
Note: Conditional Matching Contributions elected in Option (A), (B),
or (C) that are funded during the Plan Year will be treated as
unconditional Matching Contributions. Additionally, if an
Employer has been making unconditional Matching Contributions
and elects Option (A), (B), or (C) during a Plan Year then such
option will not become effective until the first day of the next
Plan Year.
(d)(1) (Optional). An Employer that elects Employee Deferral Contributions in
Section 1.05(b), may also elect to allow Employee After-Tax
Contributions to be made by a Participant by selecting Option (1).
Employee After-Tax Contributions may be limited due to the actual
contribution percentage test and/or the annual addition limitation.
Employee After-Tax Contributions are not eligible for Matching
Contributions and may be withdrawn only once per year unless Employee
After-Tax Contributions under the Employer's prior plan document
allowed more frequent withdrawals.
(d)(2) (Optional.) An Employer that previously allowed Participant Employee
After-Tax Contributions or accepted transfers of such contributions
from another qualified retirement plan may elect not to allow such
contributions in the future under Option (2).
1.06 RETIREMENT AGE(S)
(a) The Normal Retirement Age under the Plan is (check one):
(1) /X/ age 65.
(2) / / age __ (specify between 55 and 64).
(3) / / later of the age __ (can not exceed 65) or the fifth
anniversary of the Participant's Commencement Date.
(b) / / The 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/ A Participant is eligible for Disability Retirement if
he/she (check the appropriate box(es)):
(1) /x/ satisfies the requirements for benefits under the
Employer's Long-Term Disability Plan.
(2) / / satisfies the requirements for Social Security
disability benefits.
(3) / / is determined to be disabled bya physician approved by
the Employer.
11
Instructions - Page 11
1.06. RETIREMENT AGE(S):
Retirement Age in a qualified retirement plan is a "protected
benefit" under the Internal Revenue Code. An Employer coverting to
the CORPORATEplan for Retirement(Service Mark) from another plan
document may not eliminate any protected benefits for Participants
attaining the Retirement Age(s) that were specified in the prior
document.
(a) This is the age at which a Participant becomes 100% vested in his/her
Employer and Matching Contribution Account, regardless of his/her
length of service with the Employer or a Related Employer. An
Employer may select age 65 (Option (1)), any other age between 55 and
64 (Option (2)), or the later of a specified age between 55 and 65
and the fifth anniversary of the date the Participant commenced
employment (Option (3)). A Participant is not required to retire once
he/she attains normal retirement age. (Select one option).
(b) (Optional). A Participant become 100% vested in his/her Employer and
Matching Contribution accounts upon satisfying the early retirement
requirement(s). If an Employer converted to the CORPORATEplan for
Retirement(Service Mark) and had an Early Retirement Age in its prior
plan document then this Plan must offer the same or a more favorable
Early Retirement Age. Specify the early age (must be at least 55) and
required years of service, if applicable.
(c) (Optional). A Participant becomes 100% vested in his/her Employer and
Matching Contribution Account upon Disability Retirement. If an
Employer converted to the CORPORATEplan for Retirement(Service Mark)
and previously had a Disability Retirement in its prior plan document
then it must select one or more of the options in this section.
Option (1) requires a Participant to satisfy the Employer's normal
requirements for benefits under its Long Term Disability Plan. Option
(2) requires a Participant to be eligible for Social Security
disability benefits. Option (3) requires a Participant to be
determined disabled by a physician that is approved by the Employer.
An Employer may select more than one option in this Section.
1.07 VESTING SCHEDULE
(a) The Participant's vested percentage in Employer Contributions
(Fixed or Discretionary) elected in Section 1.05(a) and/or
Matching Contributions elected in Section 1.05(c) shall be based
upon the schedule(s) selected below, except with respect to any
Plan Year during which the Plan is Top-Heavy. The schedule
elected in Section 1.12(d) shall automatically apply for a
Top-Heavy Plan Year and all Plan Years thereafter unless the
Employer has already elected a more favorable vesting schedule
below.
(1) Employer Contributions (2) Matching Contributions
(check one) (check one)
(A) / / N/A - No Employer Contributions (A) / / N/A - No Matching Contributions
(B) / / 100% Vesting immediately (B) / / 100% Vesting immediately
(C) / / 3 year cliff (see C below) (C) / / 3 year cliff (see C below)
(D) / / 5 year cliff (see D below) (D) / / 5 year cliff (see D below)
(E) / / 6 year graduated (see E below) (E) / / 6 year graduated (see E below)
(F) /x/ 7 year graduated (see F below) (F) /x/ 7 year graduated (see F below)
(G) / / Other vesting (complete G1 below) (G) / / Other vesting (complete G2 below)
Years of
Sevice for
Vesting C D E F G1 G2
---------- - - - - -- --
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% 100%
Note: A schedule elected under G1 or G2 must be at least as
favorble as one of the schedules in C, D, E or F above.
(b) / / Years of Service for Vesting shall exclude (check one):
(1) / / for new plans, service prior to the Effective Date
as define in Section 1.01(g)(1).
(2) / / for existing plans converting from another plan
document, service prior to the original Effective Date as
defined in Section 1.01(g)(2).
12
Instructions - Page 12
1.07. VESTING SCHEDULE:
(a) Vesting refers to the nonforfeitable interest of a Participant in
Employer and/or Matching Contributions and the earnings thereon. A
Participant is always 100% vested in Employee Deferral
Contributions and Qualified Discretionary Contributions and the
earnings thereon. Vesting under the CORPORATEplan for
Retirement(Service Mark) is based upon the elapsed-time method
that is defined under "Years of Service for Vesting" in Section
2.01(a)(33) of the Basic Plan Document. Participant Years of
Service for vesting Employer and/or Matching Contributions includes
all years of service subject to any such exclusion in Section
1.07(b). Amounts which are not fully vested when a Participant
terminates employment will be used in the current Plan Year to
reduce future Employer and/or Matching Contributions and/or to pay
Plan expenses. An Employer's Plan that is converted from another
plan document that previously allowed vesting under another method
will be subject to the transitional rules in accordance with
governmental regulations to convert it to the elapsed-time method.
(a)(1) (Select one option.) An Employer must elect Option (A) if there are
no Employer Contributions. An Employer electing Employer
Contributions in Section 1.05(a) (Fixed or Discretionary) must
select one of the Vesting Schedules listed in Options (B) through
(G1). An Employer may create its own Vesting Schedule by inserting
the elected vesting percentage in the blanks in (G1). However, the
percentages elected in (G1) must be at least as favorable as the
ones listed in (D) or (F) (i.e., The vesting percentage for a
Participant with three Years of Service must be at least 20%, four
Years of Service must be at least 40%, etc.).
If an Employer previously adopted the CORPORATEplan for
Retirement(Service Mark) Adoption Agreement and elected a top-heavy
schedule then it may not elect a non top-heavy schedule in Option
(D), (F) or (G1) if it is not as favorable as Option (E). If a Plan
becomes top-heavy then the top-heavy Vesting Schedule elected in
Section 1.12(d) will automatically be used for each Plan Year
thereafter unless the schedule elected here is the same or more
favorable in all cases.
(a)(2) (Select one.) An Employer must select Option (A) if there are no
Employer Contributions. An Employer electing Matching Contributions
in Section 1.05(c) must select only one of the Vesting Schedules
listed in Options (B) through (G2). An Employer may create its own
vesting schedule by inserting the elected vesting percentage in the
blanks in (G2). However, the percentages must be at least as
favorable as the ones listed above in (D) or (F) (i.e., The vesting
percentage for a Participant with three Years of Service must be at
least 20%, four Years of Service must be at least 40%, etc.). An
Employer electing Option (B), which provides that Matching
Contributions are 100%, may not include these Contributions in the
actual deferral percentage or actual contribution percentage test
as Qualified Matching Contributions.
If an Employer previously adopted the CORPORATEplan for
Retirement(Service Mark) Adoption Agreement and elected a top-heavy
schedule then it may not elect a non top-heavy schedule in Option
(D), (F) or (G1) (if it is not as favorable as Option (E)). If a
Plan becomes top-heavy then the top-heavy Vesting Schedule elected
in Section 1.12(d) will automatically be used for each Plan Year
thereafter unless the schedule elected here is the same or more
favorable in all cases.
An Employer that elected two different Vesting Schedules, one in
Option (1) for Employer Contributions and another in Option (2) for
Matching Contributions has dual vesting. For example, Employer
Fixed or Discretionary Contributions may be subject to a six year
graded Vesting Schedule as elected in Option (E) and Matching
Contributions may be immediately 100% vested immediately as elected
in Option (B).
(b) (Optional). Years of Service for Participant vesting includes all
Years of Service for an Employee except an Employer may elect to
exclude service prior to the Effective Date of a new plan (Option
(1)) or prior to the original Effective Date of a pre-existing plan
(Option (2)).
1.08 PREDECESSOR EMPLOYER SERVICE
/x/ Service for purposes of eligibility in Section 1.03(a)(1) and
vesting in Section 1.07(a) of this Plan shall include service
with the following employer(s):
(a) Harren Equipment
-------------------------------------------------------------
(b) ____________________________________________________________
(c) ____________________________________________________________
(d) ____________________________________________________________
1.09 PARTICIPANT LOANS
Participant loans (check (a) or (b)):
(a) /x/ will be allowed in accordance with Section 7.09, subject
to a $1,000 minimum amount and will be granted (check (1)
or (2)):
(1) /x/ for any purpose.
(2) / / for hardship withdrawal (as defined in Section 7.10)
purposes only.
(b) / / will not be allowed.
1.10 HARDSHIP WITHDRAWALS
Participant withdrawals for hardship prior to termination of employment
(check one):
(a) /x/ will be allowed in accordance with Section 7.10, subject to a
$1,000 minimum amount.
(b) / / will not be allowed.
13
Instructions - Page 13
1.08. PREDECESSOR EMPLOYER SERVICE:
(Optional). An Employer may elect to include an Employee's Years of
Service with any predecessor employer(s) listed in (a) through (d)
for both eligibility and vesting purposes. (If this Plan is a
continuation of a plan of a predecessor employer, Years of Service
with Predecessor Employer(s) are automatically included for
eligibility and vesting purposes).
1.09. PARTICIPANT LOANS (Select one option):
(a) (Optional) An Employer may elect to allow Participant loans (Option
(a)). If selected, then the Employer may allow Participant loans
for any purpose (Option (1)) or only hardship withdrawal reasons
(Option (2)) as defined in Section 7.10 of the CORPORATEplan for
Retirement(Service Mark) Basic Plan Document. All loans are subject
to a $1,000 minimum. An outstanding Participant loan becomes due
and payable in full as of the date a Participant dies, becomes
disabled (as defined in Section 1.06(c), retires (as defined in
Section 1.06(a) or (b)) or terminates employment with the Employer
or a Related Employer.
The loan feature provides for a Participant loan with a five-year
maximum term, except a ten-year term is permitted for a loan used
for the purchase of the Participant's primary residence. Funds for
a loan may be withdrawn from Deferral Contributions, Matching
Contributions, Qualified Discretionary Contributions, Discretionary
Contributions and Employee After-Tax Contributions for a loan
unless the Employer restricts the contribution sources in a
separate written administrative procedure delivered to Fidelity. A
Participant may have only one loan outstanding at any one time and
may request only one loan per plan year. A Participant may not
refinance, renegotiate or extend the maturity date of an existing
loan. Also, a Participant may not obtain a second loan for the
purpose of paying off the first loan. All loans are governed in
accordance with the loan procedures disclosed in Section 7.09 of
the CORPORATEplan for Retirement(Service Mark) Basic Plan
Document. Loan set up and annual maintenance fees will be charged
to the affected Participant's Account, unless it is paid by the
Employer. Loan fees are disclosed in the CORPORATEplan for
Retirement(Service Mark) Service Agreement.
In accordance with governmental regulations, a Plan may not permit
Participant loans to Owner-Employees (sole proprietor or a partner
owning a 10% or more interest in a partnership) of non-corporate
entities or to Shareholder-Employees of Subchapter S corporations
(i.e., an employee or officer who owns more than 5% of the
outstanding stock of the Subchapter S corporation).
(b) An Employer may elect not to offer Participant loans by selecting
this option.
1.10. HARDSHIP WITHDRAWALS (Select one option):
(a) (Optional) An Employer may elect to make hardship withdrawals
available with a $1,000 minimum.
A Participant may request a hardship withdrawal from his/her
Deferral and Rollover Contributions. However, amounts may be
available for withdrawal from Employer and/or Matching Contribution
Account(s) if allowed under the Employer's prior plan document.
Hardship withdrawals will be made in accordance with the Internal
Revenue Code safe harbor provisions: for the purchase of a
Participant's primary residence, to prevent evicition or
foreclosure from the Participant's primary residence, for
post-secondary educational expenses for the next twelve months for
the Participant or his/her dependents, or for unreimbursed medical
expenses of the Participant and his/her dependents.
If the Participant receives the hardship withdrawal he/she must
suspend all Employee Deferral Constributions for a twelve month
period from this Plan and any other Employer qualified and
non-qualified Plan. The Participant must also exhaust all other
resources, including obtaining a loan if this feature is offered
under Section 1.09 of this Plan or other plans maintained by the
Employer, and by withdrawing all Employee After-Tax Contributions
in his/her account before obtaining a hardship withdrawal. The
amount of the withdrawal may not exceed the amount of the hardship.
A Participant may increase the amount of his/her hardship
withdrawal, only to the extent his/her account balance is
available, to cover Federal, state, and local income taxes along
with any penalties.
(b) An Employer may elect not to make hardship withdrawals available by
selecting this option.
1.11 DISTRIBUTIONS
(a) Subject to Articles 7 and 8 and (b) below, distributions under the
Plan will be paid--(check the appropriate box(es)):
(1) /x/ as a lump sum.
(2) / / under a systematic withdrawal plan (installments).
(b) /x/ Check if a Participant will be entitled to receive a distribution
of all or any portion of the following Accounts without
terminating employment upon attainment of age 59 1/2 (check one):
(1) /x/ Deferral Contribution Account
(2) / / All Accounts
(c) / / Check if the Plan was converted (by plan amendment) from another
defined contribution plan, and the benefits were payable as (check
the appropriate box(es)):
(1) / / a form of single or joint and survivor life annuity.
(2) / / an in-service withdrawal of vested Employer Contributions
maintained in a Participant's Account (check (A) and/or (B)):
(A) / / for at least _____ (24 or more) months.
(B) / / after the Participant has at least 60 months
of participation.
(3) /x/ another distribution option that is a "protected benefit"
under Section 411(d)(6) of the Internal Revenue Code. Please
attach a separate page identifying the distribution option(s).
These additional forms of benefit may be provided for such plans under
Articles 7 or 8.
Note: Under Federal Law, distributions to Participants must generally
begin no later than April 1 following the year in which the
Participant attains age 70 1/2.
Instructions - Page 14
1.11 DISTRIBUTIONS:
(a) Generally, distributions from the Plan may be paid to a Participant
only as a lump sum (Option (1)) or as systematic installment
withdrawals (Option (2)). A Participant's right to receive a
distribution from an Employer's Plan is a legally protected right. If
the Employer converted from another plan document that allowed a
Participant the right to receive his/her distribution from the Plan in
a lump sum and/or installment option(s) must select the same option in
this section. (Select one or both options)
(b) (Optional.) Check this option to allow a Participant who has not yet
terminated employment with the Employer to receive a distribution of
part or all of his/her Employee Deferral Contributions Account or
his/her entire Account, on or after attainment of age 59 1/2. If an
Employer converted from another plan document must select (1) or (2).
Option (1) allows a Participant to withdraw part or all of his/her
Employee Deferral Contribution Accounts only while Option (2) allows a
Participant to withdraw part or all of his/her entire Account.
(c) An Employer may be required under Internal Revenue Service regulations
to continue to provide for such method(s) of Participant distribution
in addition to a lump sum and/or installments. If an Employer's Plan
is an amendment or conversion from another plan document which
previously provided for annuity payments (Option (1)), in-service
withdrawals of Employer Contributions (Option (2)), or any other
distribution option that is a "protected benefit" under Internal
Revenue Code Section 411(d)(6) (Option (3)), then the Employer must
elect the appropriate option(s). (Check as many as apply, or leave
blank, if none apply).
The Plan Administrator is responsible for identifying any Participant
older than age 70 1/2. These Participants must receive the minimum
required distribution in accordance with the Internal Revenue Code.
The Plan Administrator is responsible for computing the amount of the
minimum contribution and providing Fidelity with the appropriate
written direction.
1.12 TOP HEAVY STATUS
(a) The Plan shall be subject to the Top-Heavy Plan requirements of Article
9 (check one):
(1) / / for each Plan Year.
(2) /x/ for each Plan Year, if any, for which the Plan is Top-Heavy as
defined in Section 9.02.
(3) / / Not applicable. (This option is available for plans covering
only employees subject to a collective bargaining agreement
and there are no Employer or Matching Contributions
elected in Section 1.05.)
(b) In determining Top-Heavy status, if necessary, for an employer with at
least one defined benefit plan, the following assumptions shall apply:
(1) Interest:____% per annum
(2) Mortality table:_________
(3) /x/ Not applicable.
(c) In the event that the Plan is treated as Top-Heavy for a Plan Year,
each non-key Employee shall receive an Employer Contribution of at
least 3 (3, 4, 5, or 7 1/2)% of Compensation for the Plan Year in
accordance with Section 9.03 (check one):
(1) / / under this Plan in any event.
(2) /x/ under this Plan only if the Participant is not entitled to such
contribution under another qualified plan of the Employer.
(3) / / Not applicable. (This option is available for plans covering
only employees subject to a collective bargaining
agreement and there are no Employer or Matching
Contributions elected in Section 1.05.)
Note: Such minimum Employer contribution may be less than the
percentage indicated in (c) above to the extent provided in
Section 9.03(a).
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Instructions - Page 15
1.12 TOP-HEAVY STATUS
Generally, a defined contribution plan is considered top-heavy
if more than 60% of the account balances are for the benefit
of key employees. A key employee is defined under Internal
Revenue Code Section 416.
(a) Option (1) allows an Employer to assume its Plan is always top-heavy
and automatically comply with the top-heavy plan requirements each Plan
Year. Thus, each Plan Year the Employer will make the required
top-heavy minimum contribution listed in Section 1.12(c) and be subject
to the top-heavy Vesting Schedule in Section 1.12(d). Option (2)
requires an Employer to perform the top-heavy test each Plan Year. If
the Plan is determined to be top-heavy then it will be subject to the
top-heavy requirements under Section 1.12(c) and 1.12(d). (Select one
option).
(b) If an Employer's Plan is top-heavy and the Employer currently maintains
a defined benefit plan then an actuary should assist in the completion
of the information in Option (1) and (2). If an Employer does not
currently maintain a defined benefit plan then check Option (3).
(c) Generally, every non-key employee who is a participant in a top-heavy
plan at the end of the Plan Year msut receive minimum Employer
Contributions under such plan, if any key employee as defined by the
Internal Revenue Code is receiving a contribution for that Plan Year. A
Participant who is a non-key employee must receive the minimum
top-heavy Employer Contribution regardless of any Hours of Service
eligibility requirement elected under Section 1.05(a)(3)(A) or (B)
(Employer Contributions), or Section 1.05(c)(4)(B) or (C) (Matching
Contributions). Only Employer and Qualified Discretionary contributions
are counted as top-heavy minimum contributions. Employee Deferral,
Employee After-Tax, and Employer Matching Contributions are not counted
as top-heavy minimum contributions for non-key employees.
Use the table below to determine the minimum top-heavy contribution to
be inserted in this Section 1.12(c) and the appropriate selection from
options (c)(1) through (c)(3).
Minimum Select
Situation Contribution Option
--------- ------------ ------
o Employer maintains this Plan only. 3% (c)(1)
o Employer maintains a defined benefit plan 3% (c)(2)
or another defined contribution plan which
provides the top-heavy minimum benefit or
contribution for employees who participate
in both plans.
o Employer maintains another defined contri- 3% (c)(1)
bution plan and the top-heavy minimum
contribution for employees who participate
in both plans is made to this Plan.
o Employer also maintains a defined benefit 5% (c)(1)
plan which does not provide the minimum
benefit to employees who participate in
both plans.
o The Employer also maintains a defined 7 1/2% (c)(1)
benefit plan which does not provide the
minimum benefit to employees who parti-
cipate in both plans, the top-heavy
ratio does not exceed 90% and the plan
provides an extra minimum contribution
in order to use the 125% limitation under
Internal Revenue Code Section 415(e).
o The Employer also maintains a defined 4% (c)(1)
benefit plan, the top-heavy ratio does
not exceed 60% and both plans provide
minimum benefits or contributions and
provide extra minimums in order to use
the 125% limitation under Internal Revenue
Code Section 415(e).
o The Plan covers only employees subject to N/A (c)(3)
a collective bargaining agreement and
there are no Employer or Matching Con-
tributions.
(d) In the event that the Plan is treated as Top-Heavy for a Plan Year, the
following vesting schedule shall apply instead of the schedule(s)
elected in Section 1.07(a) for such Plan Year and each Plan Year
thereafter (check one):
(1) / / 100% vested after_________(not in excess of 3) Years of Service
for Vesting.
(2) /x/ Years of Service for Vesting Vesting Percentage Must be at Least
---------------------------- ------------------ ----------------
0 0 0%
1 0 0%
2 20 20%
3 40 40%
4 60 60%
5 80 80%
6 100 100%
Note: If one or both schedules elected in Section 1.07(a) is(are)
more favorable in all cases than the schedules elected in (d)
above then such schedule(s) will continue to apply even in
Plan Years in which the Plan is Top-Heavy.
1.13 TWO OR MORE PLANS - Code Section 415 limitation on annual additions
If the Employer maintains or ever maintained another qualified plan
in which any Participant in this Plan is (or was) a participant or
could become a participant, the Employer must complete this
section. The Employer must also complete this section if it
maintains a welfare benefit fund, as defined in Section 419(e) of
the Code, or an individual medical account, as defined in Section
415(1)(2) of the Code, under which amounts are treated as annual
additions with respect to any Participant in this Plan.
(a) If the Employer maintains, or had maintained, any other
defined contribution plan or plans which are not Master or
Prototype Plans, Annual Additions for any Limitation Year to
this Plan will be limited (check one):
(1) /xx/ in accordance with Section 5.03 of this Plan.
(2) / / in accordance with another method set forth on an
attached separate sheet.
(3) / / Not Applicable.
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Instructions - Page 16
Note: Compensation for top-heavy purposes is defined as total
annual Compensation for a Participant less any Employee
Deferral Contributions.
(d) An Employer MUST elect a top-heavy Vesting Schedule for its
Plan unless the Plan is covering only Employees subject to
a collective bargaining agreement and there are no Employer
or Matching Contributions. Even an Employer that allows
only Employee Deferral Contributions MUST elect a top-heavy
Vesting Schedule since the Plan could become top-heavy
under certain circumstances.
The Vesting Schedule(s) elected in Section 1.07(a) will
apply unless the Plan is top-heavy. Once an Employer's Plan
is top-heavy and subject to the Vesting Schedule elected in
this Section then it will continue to apply even in
subsequent Plan Years when the Plan is not top-heavy. An
Employer must elect a top-heavy Vesting Schedule under
either Option (1) or (2) unless one or both of the Vesting
Schedules in Section 1.07(a) is/are more favorable to the
Participants.
1.13. TWO OR MORE PLANS:
(a) (Select one option.) Annual Participant Contributions
(Employee Deferral and After-Tax) and all Employer
Contributions and benefits under all Employer and Related
Employer qualified retirement plans are subject to one
overall annual addition limit. Section 1.13 is designed to
determine how the Employer's Plan will comply with these
limitations under all Employer plans. The maximum
permissible annual addition limit for a limitation year for
a Participant in one or more defined contribution plans is
the lesser of $30,000 (as indexed) or 25% of a
Participant's compensation. For purposes of the latter
limit, a Participant's Compensation must be reduced by any
elective contributions under Internal Revenue Code Sections
402(h) (Simplified Employee Pension), 403(b) (Tax Sheltered
Annuities), other deferred compensation described in 457(b)
(Plan of State and Local Governments and Tax-Exempt
Organizations) or 414(h)(2) (Plan of a State or Political
Subdivision of the Government). Option (a) is required by
the Internal Revenue Service, unless (1) this is the only
Plan even maintained by the Employer, or (2) the Employer
maintains other defined contribution plans, but they are
master or prototype plans. An Employer Cafeteria or
Internal Revnue Code Section 125 plan is not considered a
plan for purposes of Section 1.13.
(a)(1) Excess annual additions for an affected Participant will
be refunded from both the Employer's other defined
contribution plan and this Plan on a prorata basis.
(a)(2) If the Employer does not want excess annual additions for
an affected Participant to be refunded in accordance with
(a)(1) then the Employer should select this option. The
Employer may designate how excess annual additions will be
refunded from the Employer's other defined contribution
plan and this Plan by attaching a separate schedule.
(a)(3) Check this option if this is the only Plan the Employer
maintains. Excess annual additions for a Participant will
be refunded from this Plan.
(b) If the Employer maintains, or had maintained, a defined benefit
plan or plans, the sum of the Defined Contribution Fraction and
Defined Benefit Fraction for a Limitation Year may not exceed
the limitation specified in Code Section 415(e), modified by
section 416(h)(1) of the Code. This combined plan limit will be
met as follows (check one):
(1) / / Annual Additions to this Plan are limited so that the
sum of the Defined Contribution Fraction and the
Defined Benefit Fraction does not exceed 1.0.
(2) / / another method of limiting Annual Additions or reducing
projected annual benefits is set forth on an attached
schedule.
(3) /x/ Not Applicable.
1.14 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(a) Investment Directions
Participant Accounts will be invested (check one):
(1) / / in accordance with investment directions provided to
the Trustee by the Employer for allocating all
Participant Accounts among the options listed in (b)
below.
(2) /x/ in accordance with investment directions provided to
the Trustee by each Participant for allocating his
entire Account among the options listed in (b) below.
(3) / / in accordance with investment directions provided to
the Trustee by each Participant for all contribution
sources in a Participant's Account except the following
sources shall be invested as directed by the Employer
(check (A) and/or (B)):
(A) / / Fixed or Discretionary Employer Contributions
(B) / / Employer Matching Contributions
The Employer must direct the applicable sources among
the same investment options made available for
Participant directed sources listed in (b) below.
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Instructions - Page 17
(b) (Select one option.) Completion of Option (b) is required by the
Internal Revenue Service unless this is the only plan ever maintained
by the Employer or the Employer never had or maintained a defined
benefit plan.
(b)(1) If an Employer maintains or has ever maintained a defined benefit plan
in addition to this defined contribution plan then there are certain
Internal Revenue Code fractions that must be computed annually. An
Employer must compute each Participant's defined benefit fraction under
the defined benefit plan and defined contribution fraction under the
defined contribution plan. The sum of these two fractions for each
Participant may not exceed 1.0.
(b)(2) An Employer not electing (b)(1) may reduce excess annual additions for
an affected Participant participating at one time or another in both a
defined benefit plan and a defined contribution plan maintained by the
Employer by attaching a separate schedule.
(b)(3) Check this option if the Employer does not currently or has never
maintained a defined benefit plan.
1.14. ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS:
This section establishes the Trust under the Plan and permits the
Employer to designate who directs the investments (Employer,
Participants or both) and the Fidelity Mutual Funds available for
investment under the Plan. (Select one option from (a) and complete
Option (b).)
(a)(1) An Employer may direct all Participant account balances between/among
the available Fidelity Funds offered under the Plan by electing Option
(1). The Employer is responsible for sending Fidelity written direction
for any exchanges between/among available Funds based upon procedures
established by Fidelity.
(a)(2) An Employer may allow each Participant to direct his/her entire account
balance between/among the available Fidelity Funds offered under the
Plan by selecting Option (2). (A Participant's spouse or a third party
may not direct Participant account balances.) Each Participant should
receive a prospectus in accordance with Securities and Exchange
Commission requirements before investing money in any Fidelity Mutual
Fund. Participant exchanges will be based upon instructions given by
Participants to Fidelity Telephone Representatives during predetermined
business hours.
An Employer electing this Option may also elect to comply with Section
404(c) of the Employee Retirement Income Security Act of 1974 (ERISA).
If the requirements of ERISA 404(c) are satisfied by the Plan then each
Participant is responsible for any investment gains/losses in his/her
Accounts. However, election of ERISA 404(c) by an Employer does not
fully relieve it of all fiduciary liability. The Employer is still
responsible for the selection and monitoring of Plan investment
options.
(a)(3) An Employer may direct certain sources of Participant account balances
and allow a Participant to direct his/her remaining account balances
between/among the available Fidelity Funds by selecting Option (3). The
Employer may direct Participant Fixed and/or Discretionary Employer
Contributions by selecting Option (A) or only direct Employer Matching
Contributions by selecting Option (B). All remaining sources will be
directed by each Participant. An Employer may not elect ERISA 404(c)
protection for the portion of Participant's Account it directs. The
Employer and Participant must select from the available Funds listed in
Option (b). The Employer must provide Fidelity with written
instructions for the investment of Participant accounts that it will
direct between/among Fidelity Funds.
(b) Plan Investment Options
The Employer hereby establishes a Trust under the plan in accordance
with the provisions of Article 14, and the Trustee signifies acceptance
of its duties under Article 14 by its signature below. Participant
Accounts under the Trust will be invested among the Fidelity Funds
listed below pursuant to Participant and/or Employer directions.
Fund Name Fund Number
_________ ___________
(1) Managed Income Portfolio
___________________________________ ___________
(2) Investment Grade Bond Fund
___________________________________ ___________
(3) Magellan Fund
___________________________________ ___________
(4) Puritan Fund
___________________________________ ___________
(5) Blue Chip Growth
___________________________________ ___________
(6) Fidelity Asset Manager (Portfolio)
___________________________________ ___________
(7) ___________________________________ ___________
(8) ___________________________________ ___________
(9) ___________________________________ ___________
(10)___________________________________ ___________
Note: An additional annual recordkeeping fee will be charged for each
fund in excess of five funds.
To the extent that the Employer selects as an investment option
the Managed Income Portfolio of the Fidelity Group Trust for
Employee Benefit Plans (the "Group Trust"), the Employer hereby
(A) agrees to the terms of the Group Trust and adopts said terms
as a part of this Agreement and (B) acknowledges that it has
received from the Trustee a copy of the Group Trust, the
Declaration of Separate Fund for the Managed Income Portfolio of
the Group Trust, and the Circular for the Managed Income
Portfolio.
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds or,
if applicable, the rules of the Employer adopted in accordance
with Section 6.03. Information will be provided regarding
expenses, if any, for changes in investment options.
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Instructions - Page 18
(b) The Employer may only select Fidelity Funds offered under the
CORPORATEplan for Retirement(Service Mark). An additional
recordkeeping fee will be charged for each Fidelity Fund selected
in excess of five (5).
An Employer that selects the Fidelity Managed Income Portfolio
(formerly known as the GIC Open-End Portfolio), MUST receive the Group
Trust, the Declaration of Separate Fund and the Circular for the
Managed Income Portfolio from the Fidelity Account Executive prior to
the execution of this Adoption Agreement. The Employer by executing the
Adoption Agreement agrees to all of the requirements in the
aforementioned documention. Certain restrictions apply on investment
exchanges from the Managed Income Portfolio into a "competing" Fund.
Please refer to the aforementioned documentation for further
information.
1.15 RELIANCE ON OPINION LETTER
An adopting Employer may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If the Employer wishes
to obtain reliance that his or her plan(s) are qualified, application
for a determination letter should be made to the appropriate Key
District Director of the Internal Revenue Service. Failure to properly
fill out the Adoption Agreement may result in disqualification of the
Plan.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 07. The Prototype Sponsor shall
inform the adopting Employer of any amendments made to the Plan or of
the discontinuance or abandonment of the prototype plan document.
1.16 PROTOTYPE INFORMATION:
_____________________
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: 82 Devonshire Street
Boston, MA 02109
Questions regarding this prototype document may be directed to the
following telephone number:
1-(800) 343-9184.
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Instructions - Page 19
1.15 RELIANCE ON OPINION LETTER:
Because this is a non-standardized prototype plan an adopting Employer
may not rely on the opinion letter issued by the National Office of the
IRS that its plan satisfies the qualification requirements of Internal
Revenue Code Section 401(a). Fidelity originally received an Internal
Revenue Service "Opinion Letter" dated June 12, 1991 (Letter Serial No.
D358678a) for the CORPORATEplan for Retirement(Service Mark) Basic Plan
Document No. 7 and the Non-Standardized Adoption Agreement. On August
24, 1993, Fidelity received an IRS "Opinion Letter" on the Plan as
amended and restated (Letter Serial No. D358678b). The Plan
Administrator is responsible for applying for an individual
determination letter for the Plan from the appropriate Key District
Director of the Internal Revenue Service. The Plan Administrator should
consult with their attorney and/or accountant for further information.
Failure by the Employer to properly complete and execute the Adoption
Agreement may result in disqualification of the Plan.
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 18th day of March, 1994.
---- --------------
Employer Jevic Transportation, Inc.
-----------------------------------
/s/ Brian J. Fitzpatrick
By -----------------------------------
Brian J. Fitzpatrick
Senior Vice President/Finance
Title ----------------------------------
Employer -----------------------------------
By ____________________________________
Title ____________________________________
Accepted by
Fidelity Management Trust Company, as Trustee
By ________________________________________ Date ______________________
Title _____________________________________
20