401(k) Standardized Profit Sharing Plan
ADOPTION AGREEMENT (0021 -1745)
================================================================================
Section 1 Employer Information
Name of Employer: ALL-TECH INVESTMENT GROUP INC
Address: 160 SUMMIT AVE
City: MONTVALE State: NJ Zip: 07645 - 1721
Telephone: (201 ) 782 - 0200
Federal Tax Identification Number: 13-2581640
Income Tax Year - End: 06/31
Plan Year End: 12/31
Type of Business: (Check only one)
[ ] Sole Proprietorship
[ ] Partnership
[X] Corporation
[ ] Other (Specify):
Nature of Business (Describe): 7398 - OTHER BUSINESS SERVICES.
Plan Sequence No. 001 (Enter 001 if this is the first qualified plan
the Employer has ever maintained, enter 002
if it is the second, etc.)
Plan Name: ALL-TECH INVESTMENT GROUP INC 401(k) Profit
Sharing Plan and Trust
Section 2 Effective Dates
Part A Initial Adoption or Amendment of Plan: Check and complete Option 1 or 2
[X] Option 1: This is the initial adoption of a profit sharing plan by
the Employer. The Effective Date of this plan is
January 01, 1998.
NOTE: The Effective Date is usually the first day of the
Plan Year in which the Adoption Agreement is signed.
[ ] Option 2: This is an amendment and restatement of an existing
profit sharing plan (a Prior Plan). The Prior Plan was
initially effective on______________________, 19__. The
Effective Date of this amendment and restatement
is __________________, 19__.
NOTE: The Effective Date is usually the first day of the
Plan Year in which the Adoption Agreement is signed.
Part B Commencement of Elective Deferrals
Elective Deferrals may commence on January 01, 1998.
NOTE: This date may be no earlier than the date this Adoption
Agreement is signed because Elective Deferrals cannot be made
retroactively.
Section 3 Eligibility Requirements Complete Parts A, B, C, and D
401(k) Standardized Profit Sharing Plan Adoption Agreement
Page 1
Part A Years of Eligibility Service Requirement:
With the exception of the Initial Plan Year Effective Date, an employee
will be eligible to become a participant after completing 1 Year(s) of
Eligibility Service.
NOTE: If left blank, the Years of Eligibility Service required will be
deemed to be 0.
Part B Age Requirement :
An Employee will be eligible to become a Participant in the Plan after
attaining age 21.
NOTE: If left blank, it will be deemed there is no age requirement for
eligibility.
Part C Class of Employees Eligible to Participate:
All Employees shall be eligible to become a Participant in the Plan,
except those checked below:
[X] Those Employees included in a unit of Employees covered by the
terms of a collective bargaining agreement between Employee
Representatives (the term 'Employee Representatives' does not
include any organization more than half of whose members are
Employees who are owners, officers, or executives of the Employer)
and the Employer under which retirement benefits were the subject
of good faith bargaining unless the agreement provides that such
Employees are to be included in the Plan.
[X] Those Employees who are non-resident aliens pursuant to Section
410(b)(3)(C) of the Code and who received no earned income from
the Employer which constitutes income from sources within the
United States.
Part D Entry Date:
The Entry Dates for Participation shall be (Choose only one option):
Option 1: [X] The first day of the Plan Year and first day of the
seventh month of the Plan Year.
Option 2: [ ] Other (Specify):_________________________________________
NOTE: If Option 2 is selected, the Entry Dates specified
must be more frequent than those described in Option 1.
Section 4 Elective Deferrals
Part A Will Elective Deferrals be permitted under this Plan? (Choose one)
Option 1: [X] Yes.
Option 2: [ ] No.
NOTE: If no option is selected, Option 2 will automatically apply.
Complete the remainder of Section 4 only if Option 1 is selected.
Part B If Elective Deferrals are permitted under the plan,
A Contributing Participant may elect under a salary reduction
agreement to have his Compensation reduced by an amount each pay
period as described below (Choose one):
Option 1: [X] An amount equal to a percentage of the Contributing
Participants Compensation from 1% to 12% in increments
of 1%.
Option 2: [ ] An amount of the Contributing Participant's
Compensation not less than $______ and not more than
$______. The amount of such reduction shall be
contributed to the Plan by the Employer on behalf of
the Contributing Participant. For any taxable year, a
Contributing Participant's Elective Deferrals shall not
exceed the limit contained in Section 402(g) of the
Code in effect at the beginning of such taxable year.
Part C Participants who claim Excess Elective Deferrals for the Preceding
calendar year must submit their claims in writing to the Plan
Administrator by FEBRUARY 1.
NOTE: This date should be a date prior to the Participant's tax return
due date. If no date is selected, March 1 will be deemed to be
selected.
401(k) Standardized Profit Sharing Plan / Adoption Agreement
Page 2
Section 5 Matching Contributions
Part A Will the Employer make Matching Contributions to the Plan on behalf of
Contributing Participants? (Choose one)
Option 1: [X] Yes.
Option 2: [ ] No.
NOTE: If no option is selected, Option 2 will automatically apply.
Complete the remainder of Section 5 only if Option 1 is selected.
Part B Matching Contribution Formula
If the Employer will make Matching Contributions, then the amount of
such Matching Contributions made on behalf of a Contributing
Participant each Plan Year shall be (Choose one):
Option 1: [X] An Amount equal to 50% of such Contributing
Participant's Elective Deferral.
Option 2: [ ] An amount equal to the sum of __% of the portion of such
Contributing Participant's Elective Deferral which does
not exceed __% of the Contributing Participant's
Compensation plus __% of the portion of such
Contributing Participant's Elective Deferral which
exceeds __ % of the Contributing Participant's
Compensation.
Option 3: [ ] Other Formula (Specify ):_____________________________
NOTE. If Option 3 is selected, the formula specified can
only allow Matching Contributions to be made with
respect to a Contributing Participant's Elective
Deferrals.
Part C Limit on Matching Contributions
Notwithstanding the matching contribution formula specified above, the
Employer will not match a contributing participant's Elective
Deferrals in excess of 6% of such Contributing Participant's
Compensation.
Part D Forfeitures of Excess Aggregate Contributions
Complete Part D only if Matching Contributions are not 100% Vested.
Forfeitures of Excess Aggregate Contributions shall be (Choose one):
Option 1: [ ] Allocated after all other Forfeitures under the Plan, to
each Contributing Participant's Matching Contribution
account in the ratio which each Contributing
Participant's Compensation for the Plan Year bears to
the total Compensation of all Contributing Participants
for such Plan Year. Such Forfeitures will not be
allocated to the account of any Highly Compensated
Employee.
Option 2: [X] Applied to reduce Employer Contributions.
NOTE: If no option is selected, Option 2 will be deemed
to be selected.
Section 6 Qualified Nonelective Contributions
Part A Will the Employer make Qualified Nonelective Contributions to the
Plan? (Choose one)
Option l: [X] Yes.
Option 2: [ ] No.
If the Employer will make Qualified Nonelective Contributions, then
the amount of such contribution to the Plan for each Plan Year shall
be an amount determined by the Employer.
NOTE: If no option is selected, Option 2 will automatically apply.
Complete the remainder of Section 6 only if Option 1 is selected.
401(k) Standardized Profit Sharing Plan / Adoption Agreement
Page 3
Part B Participants Entitled to Qualified Nonelective Contributions.
Allocation of Qualified Nonelective Contributions shall be made to the
Individual Accounts of (choose one):
Option 1: [ ] All Participants.
Option 2: [X] Only Participants who are not Highly Compensated
Employees.
Part C Allocation of Qualified Nonelective Contributions.
Allocation of Qualified Nonelective Contributions to Participants
entitled thereto shall be made (choose one):
Option 1: [X] In the ratio which each Participant's Compensation for
the Plan Year bears to the total Compensation of all
Participants for such Plan Year.
Option 2: [ ] In the ratio which each Participant's Compensation not
in excess of $______ for the Plan Year bears to the
total Compensation of all Participants not in excess of
$______ for such Plan Year.
Section 7 Employer Profit Sharing Contribution and Allocation Formula
Part A Contribution Formula.
For each Plan Year the Employer may, in its sole discretion,
contribute to the Plan an amount to be determined from year to year.
Part B Allocation Formula (Check Option 1 or 2):
Option 1: [X] Pro Rata Formula.
Employer Contributions made pursuant to this Section
and Forfeitures shall be allocated to the Individual
Accounts of qualifying Participants in the ratio that
each qualifying Participant's Compensation for the
Plan Year bears to the total Compensation of all
qualifying Participants for the Plan Year.
Option 2: [ ] Integrated Formula.
Employer Contributions made pursuant to this Section
and Forfeitures shall be allocated as follows (Start
with Step 3 if this Plan is not a Top-Heavy Plan):
Step 1: Employer Contributions and Forfeitures shall
first be allocated pro rata to qualifying
Participants in the manner described in
Section 7, Part B, Option 1. The percent so
allocated shall not exceed 3% of each
qualifying Participant's Compensation.
Step 2: Any Employer Contributions and Forfeitures
remaining after the allocation in Step 1 shall
be allocated to each qualifying Participant's
Individual Account in the ratio that each
qualifying Participant's Compensation for the
Plan Year excess of the integration level
bears to all qualifying Participant's
Compensation in excess of the integration
level, but not in excess of 3%.
Step 3: Any Employer Contributions and Forfeitures
remaining after the allocation in Step 2 shall
be allocated to each qualifying Participant's
Individual Account in the ratio that the sum
of each qualifying Participant's total
Compensation and Compensation in excess of the
integration level bears to the sum of all
qualifying Participant's total Compensation
and Compensation in excess of the integration
level, but not in excess of the profit sharing
maximum disparity rate as described in Section
3.01(B)(3) of the Plan.
Step 4: Any Employer Contributions and Forfeitures
remaining after the allocation in Step 3 shall
be allocated pro rata to qualifying
Participant's in the manner described in
Section 7. Part B, Option 1.
401(k) Standardized Profit Sharing Plan Adoption Agreement
Page 4
The integration level shall be: (Choose one):
Option 1: [ ] The Taxable Wage Base
Option 2: [ ] $____ (a dollar amount less than the Taxable Wage Base)
Option 3: [ ] ___% of the Taxable Wage Base
NOTE: If no box is checked, the integration level shall be the
Taxable Wage Base.
Section 8 Vesting (Complete Parts A and B):
Part A Vesting Schedules
A Participant shall become Vested in his or her Individual Account
attributable to Employer Contributions made pursuant to Section 7 of
the Adoption Agreement (and Forfeitures thereof) as follows
(Choose one):
=========================================================================================================
YEARS OF VESTED PERCENTAGE
VESTING SERVICE Option 1: [x] Option 2: [ ] Option 3: [ ] Option 4: [ ] (Complete if Chosen)
=========================================================================================================
1 0% 0% 100% 20%
2 20% 0% 100% 40%
3 40% 100% 100% 60% (not less than 20%)
4 60% 100% 100% 80% (not less than 40%)
5 80% 100% 100% 100% (not less than 60%)
6 100% 100% 100% (not less than 80%)
7 100% 100% 100% (not less than 100%)
=========================================================================================================
NOTE: If left blank, Option 3, 100% Vesting, will be deemed to be selected.
Part B Vesting of Matching Contributions
A Participant's Individual Account derived from Matching
Contributions made pursuant to Section 5 of this Adoption Agreement
shall be (Choose one if Matching Contributions will be made):
Option 1: [ ] 100% Vested at all times.
Option 2: [X] Vested in accordance with the vesting schedule
selected in Section 8, Part A above.
NOTE: If no selection is made, the selection will be deemed to be
Option 1.
Section 9 Normal Retirement Age
The Normal Retirement Age under the Plan is age 65.
NOTE: If left blank, the Normal Retirement Age will be deemed to be
59(1/2).
Section 10 Hours Required (Complete Parts A and B and Part C, if applicable):
Part A 1,000 Hours of Service (no more than 1,000) shall be required to
constitute a Year of Vesting Service or a Year of Eligibility
Service.
Part B 500 Hours of Service (no more than 500 but less than the number
specified in Section 10, Part A) must be exceeded to avoid a Break in
Vesting Service or a Break in Eligibility Service.
401(k) Standardized Proflt Sharing Plan Adoption Agreement
Page 5
Part C For purposes of determining Years of Eligibility Service and Years of
Vesting Service, Employees shall be given credit for Hours of Service
with the following predecessor employer(s) (Complete if applicable):
N/A__________________________________________________________________
Section 11 Other Options
Answer "Yes" or "No" to each of the following questions by checking
the appropriate box. If a box is not checked for a question, the
answer will be deemed to be "No".
A. Loans:
Will loans to Participants pursuant to Section 6.08 of the plan be
permitted?
[X] Yes [ ] No
B. Participant Direction of Investments:
Will Participants be permitted to direct the investment of their
Individual Accounts pursuant to Section 5.14 of the plan?
[X] Yes [ ] No
C. In-Service Withdrawals:
Will Participants be permitted to make withdrawals during service
pursuant to Section 6.01 (A)(3) of the Plan?
[ ] Check here if such withdrawals will be permitted only on account
of hardship.
[ ] Yes [X] No
NOTE: If the Plan is being adopted to amend and replace a prior plan
which permitted in-service withdrawls, you must answer "Yes".
D. Nondeductible Employee Contributions
Will Participants be permitted to make Nondeductible Employee
Contributions pursuant to Section 11.304 of the Plan?
[ ] Yes [X] No
F. Hardship Withdrawals
Will Participants be permitted to withdraw Elective Deferrals on
account of hardship pursuant to Section 11.503 of the Plan?
[ I Yes [X] No
Section 12 Joint and Survivor Annuity
Part A Retirement Equity Act Safe Harbor:
Will the safe harbor provisions of Section 6.05(F) of the plan apply
(Choose one)?
Option 1: [X] Yes
Option 2: [ ] No
NOTE: You must select "No" if you are adopting this Plan as an
amendment and restatement of a Prior Plan that was subject to the
joint and survivor annuity requirements.
Part B Survivor Annuity Percentage:
Complete only if your answer in Section 12, Part A is 'No'. The
survivor annuity portion of the Joint and Survivor Annuity shall be a
percentage equal to ___% of the amount paid to the Participant prior
to his or her death.
401(k) Standardized Proflt Sharing Plan Adoption Agreement
Page 6
Section 13 Additional Plans
An Employer who has ever maintained or who later adopts any plan
(including a welfare benefit fund, as defined in Section 419(e) of
the Code, which provides post-retirement medical benefits allocated
to separate accounts for key employees as defined in Section
419(d)(3) of the Code or an individual medical account, as defined
in Section 415(l)(2) of the Code) in addition to this Plan (other
than a paired standardized regional prototype plan) may not rely on
the notification letter issued by the National or District Office of
the Internal Revenue Service as evidence that this Plan is qualified
under Section 401 of the Code. If the Employer who adopts or
maintains multiple plans or who may not rely on this notification
letter pursuant to the preceding sentence wishes to obtain reliance
that the Employees plan(s) are qualified, application for a
determination letter should be made to the appropriate Key District
Director of Internal Revenue.
This Adoption Agreement may be used only in conjunction with Basic
Plan Document No. 01.
Section 14 Employer Signature Important: Please read before signing
I am an authorized representative of the Employer named above and I
state the following:
1. I acknowledge that I have relied upon my own advisors regarding
the completion of this Adoption Agreement and the legal tax
implications of adopting this Plan.
2. I understand that my failure to properly complete this Adoption
Agreement may result in disqualification of the Plan.
3. I understand that the Regional Prototype Sponsor will inform me of
any amendments made to the Plan and will notify me should it
discontinue or abandon the Plan.
4. I have received a copy of this Adoption Agreement and the
corresponding Basic Plan Document.
Signature for Employer: _____________________________ Date Signed:______________
Type Name: / ALL-TECH INVESTMENT GROUP INC
Section 15 Trustee or Custodian Check and complete only one option
Option A. [X] Individual Trustee(s)
Signature:____________________________ Signature:_________________
MARK SHEFTS
Type Name: ___________________________ Type Name:_________________
Option B. [ ]Financial Organization as Trustee or Custodian
Check One: [ ] Custodian,
[ ] Trustee without full trust powers, or
[ ] Trustee with full trust powers
NOTE: Custodian will be deemed selected if no box is
checked.
Financial Organization:________________________________________________________
Signature:_____________________________________________________________________
401(k) Standardized Profit Sharing Plan Adoption Agreement
Page 7
Type Name:_____________________________________________________________________
Section 16 Regional Prototype Sponsor
Name of Regional Prototype Sponsor: PAYCHEX RETIREMENT SERVICES
Address: 72 PERINTON PARKWAY
FAIRPORT, NY 14450
Telephone Number: (800) 472-0072
Section 17 Limitation on Allocations - More than one plan
If you maintain or ever maintained another qualified plan (other
than a paired standardized regional prototype plan) in which any
Participant in this Plan is (or was) a Participant or could become a
Participant, you must complete this section. You must also complete
this section if you maintain a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as
defined in Section 415(l)(2) of the Code, under which amounts are
treated as annual additions with respect to any Participant in this
Plan.
Part A If the Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a regional
prototype plan:
1. [X] The provisions of Section 3.05(B)(1) through 3.05(B)(6) of
the Plan will apply as if the other plan were a regional
prototype plan.
2. [ ] Other Method: (Provide the method under which the plans will
limit total annual additions to the maximum permissible amount,
and will properly reduce any excess amounts, in a manner that
precludes Employer discretion.)
Part B If the Participant is or has ever been a participant in a defined
benefit plan maintained by the Employer, the Employer will provide
below the language which will satisfy the 1.0 limitation of Section
415(e) of the Code. Such language must preclude Employer discretion.
(Complete):
Part C The limitation year is the following 12-consecutive month period:
Section 18 Elective Deferrals Based Exclusively on Bonuses
May a Contributing Participant base Elective Deferrals on cash
bonuses that, at the Contributing Participant's election, may be
contributed to the Plan or received by the Contributing Participant
in cash (Choose One)?
Option 1. [ ] Yes.
Option 2. [X] No.
NOTE: Answer "yes" only if Elective Deferrals will be based
exclusively on cash bonuses rather than payroll deductions. If no
option is selected, Option 2 will automatically apply.
401(k) Standardized Profit Sharing Plan Adoption Agreement
Page 8
General Information Sheet
Summary Plan Description / Qualified Retirement Plans
================================================================================
This "General Information Sheet" highlights the specific plan
features for the Sponsoring Employer's plan. As a participant, you
should use this sheet in conjunction with the "Summary Plan
Description for Qualified Retirement Plans" which is attached. If
you did not receive the Summary Plan Description, please contact the
sponsoring employer for a copy,
Plan Information
Sponsoring Employer: ALL-TECH INVESTMENT GROUP INC 0021 - 1745
EIN: 13-2581640
Address: 160 SUMMIT AVE
City, State, Zip: MONTVALE, NJ 07645 - 1721
Plan Administrator: Sponsoring Employer
Trustees: MARK SHEFTS
Address: 160 SUMMIT AVE
City, State, Zip: MONTVALE, NJ 07645 - 1721
Plan Number: 001
Type of Plan: Standardized 401(k) Profit Sharing Plan
Section 1: Definitions
Plan Year: Plan Year begins each January 1 and ends each December 31.
Section 2: Administration of the Plan
Plan Effective Date: January 1, 1998
Salary Deferral Start Date: January 1, 1998
Entry Date: Semi-Annually
Section 3: Eligibility and Participation
Eligible Employees: Generally, all employees, including employees who own part of
the business, will be eligible to participate in the Plan.
However, the Plan excludes those employees included in a
collective bargaining agreement and those employees who are
non-resident aliens from participation in the Plan.
Age and Service Requirements: With the exception of the initial plan year effective date,
you must be 21 years of age and have completed 1000 hours
of service which is credited on your hire anniversary date.
Section 4: Contributions to the Plan
Employee Contributions: Employees may defer salary in the amount of 1 % to 12% of
eligible compensation.
General Information Sheet: Summary Plan Description Qualified Retirement Plans
(7/95)
Page 1
Employer Matching The Employer shall make a contribution in an amount equal to:
Contributions:
(401(k) Plans Only) 50% of your contribution percent not to exceed 6%;
Section 5: Distribution of Benefits and Vesting
Plan Normal retirement age, which is defined as age 65; Disability;
Withdrawls/Distributions: You terminate employment; Your employer terminates this plan;
Death.
Employee contributions to a 401 (k) profit sharing plan may be
withdrawn when the employee reaches the age of 59(1/2).
Restrictions and Penalties If a distribution from the plan is received prior to the age
Applied to Distributions: of 59(1/2), a 20% withholding will apply to the distribution.
In addition, if you terminate your employment with the
Sponsoring Employer prior to the age of 59(1/2), and you
receive a distribution, you will have to pay an additional 10%
penalty tax.
How Benefits are Paid to You: If your vested balance is less than $3,500, your benefits will
be paid in a single lump sum payment within 90 days after the
end of the Plan Year in which you become eligible to receive
them.
If your vested balance is more then $3,500, your benefits will
not be paid until you submit a written request to the Plan
Administrator for payment. Your benefit may be left in the
plan. Payment will be made no later than 90 days after the
close of the Plan Year in which the written request is
received. You must begin taking required minimum distributions
at age 70(1/2).
Minimum Distribution You will receive a 100% distribution from the Plan by April 1
Requirement: of the year following the calendar year in which you:
A. turn 70(1/2) years old and are a 5% owner or
B. turn 70(1/2) years old and retire
Are In-Service or Hardship No.
Withdrawls Allowed?
Vesting Schedule: You are always 100% vested in your contributions to the plan.
You shall become vested in the employers matching contribution
based on the vesting schedule described below.
-----------------------------------------------------------------
Years of Employment Vested Percentage
Service
-----------------------------------------------------------------
1 0%
2 20%
3 40%
4 60%
5 80%
6 100%
-----------------------------------------------------------------
In addition, an employee is automatically 100% vested in the
employer matching contributions under the following
circumstances:
o The participant reaches normal retirement age which is
defined as age 65;
General Information Sheet: Summary Plan Description Qualified Retirement Plans
(7/95)
Page 2
o The participant incurs a disability;
o The participant dies;
o Upon the complete or partial termination of the profit
sharing plan.
Section 6: Claims Procedure
Refer to Section 6 of the Summary Plan Description for a
review of the claims procedure.
Section 7: Miscellaneous
Participant Directed The employee is responsible for directing the investments of
Investments: all assets in his or her individual account.
Loans (General guidelines Loans are permitted to all plan participants (except sole
only): proprietors, 10% partners and 5% shareholders,) with a vested
balance of at least $2,000. Loan fees and interest due shall
be paid by the participant. The maximum repayment period is
4(1/2) years. The minimum total loan amount is $1,000. A
participant may have only one loan outstanding at any given
time. The minimum loan fee is $150* and shall be charged at
the time that the loan is issued. Interest rates are
determined at the time that the loan is requested to be
processed. (*If the loan is for the purchase of a primary
residence, the maximum repayment period is 10 years and the
loan fee shall be $300.)
Section 8: ERISA Rights
Refer to Section 8 of the Summary Plan Description for your
rights and protections under the Employee Retirement Income
Security Act (ERISA).
General Information Sheet: Summary Plan Description Qualified Retirement Plans
(7/95)
Page 3