1
EXHIBIT 4.5
THE FIFTH THIRD BANK
PROTOTYPE PROFIT SHARING PLAN #001
ADOPTION AGREEMENT
(NON-STANDARDIZED)
STUDIO PLUS HOTELS, INC. RETIREMENTPLUS
SAVINGS PLAN
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(Fill in name of Plan)
The Plan and Trust consist of:
- This Adoption Agreement
- The Fifth Third Bank Basic Prototype Plan
Document #01
- The Fifth Third Bank Prototype Trust Agreement
IRS Opinion Letter Serial Number: D347433b
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EMPLOYER INFORMATION
EMPLOYER: Studio Plus Hotels, Inc.
ADDRESS: 1999 Richmond Road, Suite 4
Lexington, Kentucky 40502
EMPLOYER IDENTIFICATION NUMBER: 61-1273532
EMPLOYER'S FISCAL YEAR END: 12/31
NATURE OF EMPLOYER:
[x] Corporation other than S Corporation [ ] S Corporation
[ ] Sole Proprietor [ ] Partnership
Nature of Business (if not incorporated):
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[ ] Tax-exempt Organization [ ] Governmental
[ ] Other
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The following additional Employers related to the above Employer also adopt the
Plan (use additional pages, if necessary):
Studio Plus Properties. Inc.
(A related Employer can adopt the Plan later than the "Effective Date" (below)
by attaching a separate page to this Adoption Agreement reflecting its adoption
of the Plan and the effective date of its adoption.)
EMPLOYER INFORMATION PAGE 2
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BASIC PLAN INFORMATION
1. Plan Status and Effective Date. This Plan:
[x] is a new Plan with an "Effective Date" of April 15, 1996; or
[ ] is a complete amendment and restatement of an existing Plan.
(If selected, complete each of the following.)
- The "Effective Date" of the amendment and restatement
is (not earlier than the first day of the first Plan
Year beginning on or after January 1, 1989).
- The original effective date for the Plan was
___________________.
- The Fifth Third Bank (or its authorized affiliate):
[ ] was the Trustee on the "Effective Date;" or
[ ] shall become the Trustee on ________________;
and prior to that date, the Trustee(s) since
the "Effective Date" was (were):
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2. PLAN NUMBER. The Plan number (three digits) of the Plan is 001.
3. PLAN YEAR. The "Plan Year" is the 12-consecutive month period
beginning on January 1 and on each anniversary thereof.
4. LIMITATION YEAR. The "Limitation Year" is the 12-consecutive month
period beginning on January 1 and on each anniversary thereof.
5. PLAN ADMINISTRATOR. The Administrator is:
[x] the Employer; or
[ ]
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- The Administrator's telephone number is: (606)
269-1999.
BASIC PLAN INFORMATION PAGE 3
4
6. MAINTENANCE OF ACCOUNTS. The Trustee shall have the ministerial
function of maintaining Participants' Accounts in accordance with
information, interpretations, and directions from the Administrator.
[x] Yes
[ ] No
BASIC PLAN INFORMATION PAGE 4
5
TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS
7. TYPE OF PLAN:
[ ] PROFIT SHARING ONLY. This Plan permits discretionary (profit
sharing) contributions but has no Section 401(k) feature (skip
Items 13-23); or
[ ] 401(K) ONLY. This Plan has a Section 401(k) feature but does
not provide for discretionary (profit sharing) contributions
(except for any required minimum top-heavy contributions)
(skip Items 24-28); or
[x] PROFIT SHARING AND 401(K). This Plan permits discretionary
(profit sharing) contributions and also has a Section 401(k)
feature; or
[ ] TAX-EXEMPT EMPLOYER'S 403(B) MATCH. This Plan permits the
tax-exempt Employer to make matching contributions based on
Employee salary reduction contributions pursuant to Section
403(b) arrangements.
PROFIT SHARING FEATURE. This Plan also permits the tax-exempt
Employer to make discretionary (profit sharing) contributions.
[ ] Yes (complete Items 24-28)
[ ] No (skip Items 24-28)
8. VOLUNTARY (AFTER-TAX) PARTICIPANT CONTRIBUTIONS. Voluntary (after-tax)
Participant contributions are:
[x] not permitted; or
[ ] permitted on a nondeductible basis only. (If voluntary
Participant contributions are permitted then Item 6 must be
answered "Yes" if a Section 401(k) feature is not a part of
the Plan.)
9. ROLLOVER CONTRIBUTIONS:
[X] BY PARTICIPANTS AND ELIGIBLE EMPLOYEES. The Plan shall accept
rollover contributions from Participants (and Eligible
Employees prior to becoming Participants); or
[ ] BY PARTICIPANTS ONLY. The Plan shall accept rollover
contributions from Participants (but not from Eligible
Employees prior to becoming Participants); or
TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS PAGE 5
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[ ] NOT PERMITTED. The Plan shall not accept rollover
contributions from Participants or Eligible Employees.
TYPE OF PLAN AND AUTHORIZED CONTRIBUTIONS PAGE 6
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ELIGIBILITY
10. ELIGIBLE EMPLOYEE. "Eligible Employee" means:
[x] any person who is an Employee of the Employer;
[ ] any person who is an Employee of the Employer and/or who____;
or
[ ] any employee of the Employer, any employee of any other
employer required to be aggregated under section 414(b), (c),
(m) or (o) of the Code, or any individual deemed under section
414(n) of the Code to be an employee of the Employer or any
such employer. (All aggregated Employers should adopt this
Plan by executing the Adoption Agreement.)
Note: Unless specified in the second option above, in no event shall Employees
in the following categories be considered Eligible Employees: Employees subject
to a collective bargaining agreement not providing for their coverage by this
Plan; leased employees; and nonresident aliens with no US source income. (See
Section 1.19 of the Plan.)
11. ENTRY DATE. "Entry Date" means the Effective Date if the Plan is a new
plan and also means each of the following occurring on or after the
Effective Date:
[x] each January 1 (either the first day or last day of the Plan
Year) and July 1 (the date six months after the other Entry
Date); or
[ ] the date on which the Employee satisfies the eligibility age
and service requirements; or
[ ] the first day of each month; or
[ ] the first day of each Plan Year quarter.
12. AGE AND SERVICE REQUIREMENTS. The eligibility age and service
requirements are (complete all blanks; specify "0" if there is no
requirement):
(a) for a person who is an Eligible Employee on the Effective
Date:
(1) attainment of age 18 and
(2) completion of 0.25 Years of Service;
(b) for a person who is not an Eligible Employee on the Effective
Date:
ELIGIBILITY PAGE 7
8
(1) attainment of age 18 and
(2) completion off 0.25 Years of Service.
(Note: The age requirement cannot be greater than 21. The service requirement
cannot exceed 1 year, except that up to 2 years may be required if the Plan
provides for full vesting after not more than 2 Years of Service and a Section
401(k) feature is not adopted. If a fractional Year of Service is specified,
an Employee will not be required to complete any specified number of Hours of
Service to receive credit for such fractional year.)
ELIGIBILITY PAGE 8
9
SECTION 401(k) FEATURE
(The following Items 13 through 23 should be completed only if a Section 401(k)
feature is part of the Plan pursuant to Item 7. A tax-exempt Employer matching
403(b) salary reduction amounts pursuant to Item 7 should complete Items 21
through 23. Otherwise, skip to Item 24.)
13. TYPES OF SECTION 401(K) CONTRIBUTIONS. In addition to Section 401(k)
elective deferrals, the Plan shall allow the Employer to make the
following types of contributions in connection with its Section 401(k)
feature: (Select all that apply.)
[ ] QNECS. This Plan permits the Employer to make qualified
nonelective contributions (which are fully vested and subject
to the 401(k) distribution limitations) to be taken into
account in determining the Actual Deferral Percentage.
[ ] QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP. This Plan
permits the Employer to make qualified matching contributions
(which are fully vested and subject to the 401(k) distribution
limitations) to be taken into account in determining the
Actual Deferral Percentage.
[x] MATCHING CONTRIBUTIONS SUBJECT TO ACP. This Plan permits the
Employer to make matching contributions to the Employer
Matching Accounts (which are subject to the vesting schedule
selected in Item 41) to be taken into account in determining
the Actual Contribution Percentage.
SECTION 401(K) FEATURE PAGE 9
10
SECTION 401(k) FEATURE
ELECTIVE DEFERRALS
14. LIMITATIONS ON ELECTIVE DEFERRALS.
(a) PLAN YEAR LIMITATIONS. (Select only one and complete as
necessary.)
[x] A Participant's elective deferrals for a Plan Year
may not exceed the lesser of 15% of his Compensation
for the Plan Year or $9,500.00; or
[ ] No Plan Year limitations other than those otherwise
imposed under the Plan; or
[ ] The Administrator may set a maximum and/or minimum
limit (which may change from time to time) to be
applied uniformly to the Participants on the
percentage or dollar amount of a Participant's
Compensation that may be reduced for any Plan Year
under a salary reduction election hereunder.
(b) PAY PERIOD LIMITATION. (Select only one and complete as
necessary.)
[ ] A Participant's salary reductions for a pay period or
with respect to a bonus or other special payment may
not exceed the lesser of ____% of his Compensation
otherwise payable for such pay period or as a bonus
or special payment or $________; or
[x] No pay period limitations other than those otherwise
imposed under the Plan or the law; or
[ ] The Administrator may set a maximum and/or minimum
limit (which may change from time to time) to be
applied uniformly to the Participants on the
percentage or dollar amount of a Participant's
Compensation that may be reduced under a salary
reduction agreement hereunder for any pay period or
for a bonus or special payment.
15. ELECTION, CHANGE AND TERMINATION OF SALARY DEFERRALS.
(a) ELECTIONS. A Participant may enter (or re-enter following a
termination under (d) below) into a salary reduction agreement
by providing the prescribed election form to the Employer on
or before one of the following applicable dates and the
election shall become effective as soon after the applicable
date coinciding with or first following the Employer's receipt
of the Participant's election form as is
SECTION 401(K) FEATURE
ELECTIVE DEFERRALS PAGE 10
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administratively feasible: (Select only one of the following and
complete as necessary.)
[x] Each of the following dates: (Fill in one or more
dates during, a year.) June 15
December 15; or
[ ] Any time; or
[ ] Such dates (at least one each calendar year) as may
be prescribed by the Administrator from time to time.
(b) CHANGES. A Participant may change a salary reduction
agreement by providing the prescribed election form to the
Administrator on or before one of the following applicable
dates and the change shall become effective as soon after the
applicable date coinciding with or first following the
Administrator's receipt of the Participant's election form as
is administratively feasible: (Select only one of the
following and complete as necessary.)
[x] Each of the following dates: (Fill in one or more
dates during a year.) March 15, June 15, September
15, December 15; or
[ ] Any time; or
[ ] Such dates (at least one each calendar year) as may
be prescribed by the Administrator from time to time.
(c) LIMIT ON NUMBER OF CHANGES. A Participant may make changes to
his salary reduction agreement no more frequently than:
(Select only one of the following and complete as necessary.)
[ ] ___ times per Plan Year (Fill in number (at least
one).); or
[x] The Administrator may prescribe limits from time to
time on the number of changes that can be made per
Plan Year, provided that at least one change shall be
permitted each Plan Year.
(d) Terminations. A Participant may terminate a salary reduction
agreement by providing the prescribed election form to the
Administrator at any time and the termination shall become
effective as soon after the Administrator's receipt of the
Participant's election form as is administratively feasible.
SECTION 401(K) FEATURE
ELECTIVE DEFERRALS PAGE 11
12
(e) SPECIAL BONUS ELECTIONS. The Administrator may allow
Participants to enter special salary reduction agreements
effective only with respect to the next bonus or other special
payment due and payable after the Administrator's receipt of
the election form.
[x] Yes ("Yes" may not be elected if bonuses are excluded
from the definition of Compensation under Item 32 of
the Adoption Agreement.)
[ ] No
Pre-existing salary reduction elections under (a) and (b) above shall not be
affected by a special election hereunder and a special election hereunder shall
be disregarded for purposes of (c), (d) and (e) above.
SECTION 401(K) FEATURE
ELECTIVE DEFERRALS PAGE 12
13
SECTION 401(k) FEATURE
QNECS
(THE FOLLOWING ITEMS 16 AND 17 SHOULD BE COMPLETED ONLY IF THE BOX IN ITEM 13
ENTITLED "QNECS" IS SELECTED.)
16. QNEC ALLOCATION METHOD AND AMOUNT. The Employer shall be authorized
to make annual qualified nonelective contributions to the Plan to the
Nonelective Contribution Accounts for allocation as follows: (Select
(a) and/or (b) and complete. An Employer may elect to make
contributions under one or both QNEC allocation methods.)
(a) [ ] proportionate to the Compensation for the Plan Year
of all Participants eligible under Item 17 below and
in the following amount: (Select one and complete.)
[ ] ____% of the Compensation of all Participants
who are entitled under Item 17 below to
receive an allocation for the Plan Year; or
[ ] such other amount (if any) as may be properly
determined by the Employer for such Plan
Year.
(b) [ ] an equal flat dollar amount for each Participant
eligible under Item 17 below in the following amount:
(Select one and complete.)
[ ] $_________ for each Participant who is
entitled under Item 17 below to receive an
allocation for the Plan Year; or
[ ] such other flat dollar amount (if any) as may
be properly determined by the Employer for
such Plan Year.
17. PARTICIPANTS ENTITLED TO RECEIVE A QNEC.
(A) "HIGHLY COMPENSATED" STATUS. (Select only one.)
[ ] Only Participants who are Non-highly Compensated
Employees eligible under (b) or (c) below shall be
entitled to share in the Employer contribution under
Item 16 to the Nonelective Contribution Accounts for
a Plan Year; or
SECTION 401(K) FEATURE
QNECS PAGE 13
14
[ ] All Participants who are eligible under (b) or (c)
below shall be entitled to share in the Employer
contribution under Item 16 to the Nonelective
Contribution Accounts for a Plan Year; or
[ ] On a year to year basis, the Administrator shall
determine whether all Participants eligible under (b)
or (c) below or only those Participants who are
Non-highly Compensated Employees eligible under (b)
or (c) below shall be entitled to share in the
Employer contribution under Item 16 to the
Nonelective Contribution Accounts for the Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a) above
shall be entitled to share in the Employer contribution under
Item 16 to the Nonelective Contribution Accounts for a Plan
Year if: (Select only one.)
[ ] he is an Eligible Employee at any time during the
Plan Year;
[ ] he is an Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 500 Hours of Service
during the Plan Year or he is an Eligible Employee on
the last day of the Plan Year;
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year, regardless of whether
he is an Eligible Employee on the last day of the
Plan Year; or
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year and he is an Eligible
Employee on the last day of the Plan Year.
(c) CERTAIN FORMER EMPLOYEES. In addition, a Participant eligible
under (a) above who has Compensation for a Plan Year shall be
entitled to share in such Employer contribution for such Plan
Year if he is on an approved leave of absence at the end of
such Plan Year or if his employment by the Employer terminates
during such Plan Year on account of death, Disability,
retirement at or after Normal Retirement Age, or (if provided
for in Item 40) early retirement.
[ ] Yes
[ ] No
SECTION 401(K) FEATURE
QNECS PAGE 14
15
SECTION 401(k) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP
(THE FOLLOWING ITEMS 18 THROUGH 20 SHOULD BE COMPLETED ONLY IF THE BOX IN ITEM
13 ENTITLED "QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP" IS SELECTED)
18. QUALIFIED MATCHING CONTRIBUTIONS ALLOCATION METHOD AND AMOUNT. The
Employer shall be authorized to make matching contributions to the
Nonelective Contribution Accounts of those Participants who both make
elective deferrals hereunder for the Plan Year and who are entitled
under Item 19 below to receive this type of matching contribution for
the year for allocation as follows: (Select any that apply and
complete. An Employer may elect to make more than one type of matching
contribution by selecting more than one of the following options.)
(a) [ ] As a percentage of Participants' Section 401(k)
elective deferrals;
(b) [ ] Proportionate to the Compensation for the Plan Year
of all Participants who are entitled to this type of
matching contribution for the Plan Year, in the
following amount: (Select one and complete.)
[ ] ____% of the Compensation of all Participants
who are entitled to receive this type of
matching contribution for the Plan Year; or
[ ] such other amount (if any) as may be properly
determined by the Employer for such Plan
Year;
(c) [ ] An equal flat dollar amount for each Participant who
is entitled to this type of matching contribution for
the Plan Year in the following amount: (Select one
and complete.)
[ ] $_____________ for each Participant who is
entitled to receive this type of matching
contribution for the Plan Year; or
[ ] such other flat dollar amount (if any) as may
be properly determined by the Employer for
such Plan Year.
19. PARTICIPANTS ENTITLED TO RECEIVE A QUALIFIED MATCHING CONTRIBUTION.
(a) "HIGHLY COMPENSATED" STATUS. (Select only one.)
SECTION 401(K) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 15
16
[ ] Only Participants who are Non-highly Compensated
Employees eligible under (b) or (c) below (and who
make elective deferrals hereunder for the Plan Year)
shall be entitled to receive the qualified matching
contribution under Item 18 to the Nonelective
Contribution Accounts for a Plan Year; or
[ ] All Participants who are eligible under (b) or (c)
below (and who make elective deferrals hereunder for
the Plan Year) shall be entitled to receive the
qualified matching contribution under Item 18 to the
Nonelective Contribution Accounts for a Plan Year; or
[ ] On a year to year basis, the Administrator shall
determine whether all Participants eligible under (b)
or (c) below or only those Participants who are
Non-highly Compensated Employees eligible under (b)
or (c) below (and who make elective deferrals
hereunder for the Plan Year) shall be entitled to
receive the qualified matching contribution under
Item 18 to the Nonelective Contribution Accounts for
the Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a) above
shall be entitled to receive a qualified matching contribution
under Item 18 to the Nonelective Contribution Account for a
Plan Year if: (Select only one.)
[ ] he is an Eligible Employee at any time during the
Plan Year;
[ ] he is an Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 500 Hours of Service
during the Plan Year or he is an Eligible Employee on
the last day of the Plan Year;
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year, regardless of whether
he is an Eligible Employee on the last day of the
Plan Year; or
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year and he is an Eligible
Employee on the last day of the Plan Year.
(c) Certain Former Employees. In addition, a Participant eligible
under (b) above who makes elective deferrals for the Plan Year
shall be entitled to receive such a qualified matching
contribution for such Plan Year if he is on an approved leave
of absence at the end of such Plan Year or if his employment
by the Employer terminates during such Plan Year on account of
death, Disability, retirement at or after Normal Retirement
Age, or (if provided for in Item 40) early retirement.
SECTION 401(K) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 16
17
[ ] Yes
[ ] No
20. MATCHES AS A PERCENTAGE OF ELECTIVE DEFERRALS. (Complete this Item
only if box (a) under Item 18 is selected.)
(a) AMOUNT. Subject to (b) and (c) below, the Employer's annual
qualified matching contribution (if any) to the Plan to the
Nonelective Contribution Account of each Participant entitled
to receive this type of matching contribution for the Plan
Year shall be an amount equal to: (Select only one and
complete as necessary.)
[ ] ____% of the Participant's elective deferrals
hereunder for the Plan Year not in excess of% of the
Participant's Compensation for the Plan Year; or
[ ] ____% of the portion of the Participant's elective
deferrals hereunder for the Plan Year not in excess
of ____% of the Participant's Compensation for the
Plan Year plus ____% of the portion of the
Participant's elective deferrals hereunder for the
Plan Year in excess of that amount but not in excess
of _____% of the Participant's Compensation for the
Plan Year; or
[ ] such other percentage of such portion of the
Participant's elective deferrals hereunder for the
Plan Year as may be properly determined by the
Administrator for such Plan Year and applied
uniformly with respect to those Participants entitled
to receive this type of matching contribution
hereunder.
(b) PAY PERIOD LIMITATIONS. The same percentage-of-Compensation
limitations specified under (a) above also shall be applied on
a pay period basis (and with respect to bonuses or other
special payments) such that the Employer's qualified matching
contributions shall be with respect to only such percentage of
Compensation otherwise payable for a pay period (or as a bonus
or other special payment).
[ ] Yes
[ ] No
(c) Bonuses Subject to Match. Elective deferrals with respect to
bonuses or other special payments shall be matched to the same
extent and subject to the same limitations as any other part
of a Participant's Compensation.
SECTION 401(K) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 17
18
[ ] Yes -- elective deferrals with respect to bonuses and
special payments shall be matched
[ ] No -- elective deferrals with respect to bonuses and
special payments shall not be matched
SECTION 401(K) FEATURE
QUALIFIED MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 18
19
SECTION 401(k) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ACP
(THE FOLLOWING ITEMS 21 THROUGH 23 SHOULD BE COMPLETED ONLY IF THE BOX
IN ITEM 13 ENTITLED "MATCHING CONTRIBUTIONS SUBJECT TO ACP" IS
SELECTED.)
(NOTE TO TAX-EXEMPT EMPLOYERS MATCHING 403(B) SALARY REDUCTION
AMOUNTS PURSUANT TO ITEM 7): COMPLETE ITEMS 21 THROUGH 23 TO
ESTABLISH THE TERMS OF YOUR MATCH. FOR THESE PURPOSES, THE
TERMS "SECTION 401(K) ELECTIVE DEFERRALS," "ELECTIVE DEFERRALS
HEREUNDER" AND "ELECTIVE DEFERRALS" REFERRED TO BELOW SHALL BE
INTERPRETED AS REFERRING TO SALARY REDUCTION CONTRIBUTIONS OF
AN EMPLOYEE PURSUANT TO SECTION 403(B) OF THE CODE AFTER
BECOMING A PARTICIPANT IN THIS PLAN).
21. EMPLOYER MATCHING CONTRIBUTIONS TO EMPLOYER MATCHING ACCOUNTS. The
Employer shall be authorized to make matching contributions to the
Employer Matching Accounts of those Participants who both make
elective deferrals hereunder for the Plan Year and who are entitled
under Item 22 below to receive this type of matching contribution for
the year for allocation as follows: (Select any that apply and
complete. An Employer may elect to make more than one type of matching
contribution by selecting more than one of the following options.)
(a) [x] As a percentage of Participants' Section 401(k)
elective deferrals (complete Items 22 and 23);
(b) [ ] Proportionate to the Compensation for the Plan Year
of all Participants who are entitled to this type of
matching contribution for the Plan Year, in the
following amount: (Select one and complete.)
[ ] ____% of the Compensation of all Participants
who are entitled to receive this type of
matching contribution for the Plan Year; or
[ ] such other amount (if any) as may be properly
determined by the Employer for such Plan
Year;
(c) [ ] An equal flat dollar amount for each Participant who
is entitled to this type of matching contribution for
the Plan Year in the following amount: (Select one
and complete.)
SECTION 401(K) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ACP PAGE 19
20
[ ] $________ for each Participant who is entitled to
receive this type of matching contribution for the
Plan Year; or
[ ] such other flat dollar amount (if any) as may be
properly determined by the Employer for such Plan
Year.
22. PARTICIPANTS ENTITLED TO RECEIVE EMPLOYER MATCHING CONTRIBUTION TO
EMPLOYER MATCHING ACCOUNTS.
(a) "HIGHLY COMPENSATED" STATUS. (Select only one.)
[ ] Only Participants who are Non-highly Compensated
Employees eligible under (b) or (c) below (and who
make elective deferrals hereunder for the Plan Year)
shall be entitled to receive the matching
contribution under Item 21 to the Employer Matching
Accounts for a Plan Year; or
[ ] All Participants who are eligible under (b) or (c)
below (and who make elective deferrals hereunder for
the Plan Year) shall be entitled to receive the
matching contribution under Item 21 to the Employer
Matching Accounts for a Plan Year; or
[ ] On a year to year basis, the Administrator shall
determine whether all Participants eligible under (b)
or (c) below or only those Participants who are
Non-highly Compensated Employees eligible under (b)
or (c) below (and who make elective deferrals
hereunder for the Plan Year) shall be entitled to
receive the matching contribution under Item 21 to
the Employer Matching Accounts for the Plan Year.
(b) EMPLOYMENT STATUS. A Participant eligible under (a) above
shall be entitled to receive a matching contribution under
Item 21 to the Employer Matching Account for a Plan Year if:
(Select only one.)
[ ] he is an Eligible Employee at any time during the
Plan Year;
[ ] he is an Eligible Employee on the last day of the
Plan Year;
[ ] he receives credit for at least 500 Hours of Service
during the Plan Year or he is an Eligible Employee on
the last day of the Plan Year;
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year, regardless of
whether he is an Eligible Employee on the last day
of the Plan Year; or
SECTION 401(K) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 20
21
[ ] he receives credit for at least 1,000 Hours of
Service during the Plan Year and he is an Eligible
Employee on the last day of the Plan Year.
(c) CERTAIN FORMER EMPLOYEES. In addition, a Participant eligible
under (b) above who makes elective deferrals for the Plan Year
shall be entitled to receive such a matching contribution for
such Plan Year if he is on an approved leave of absence at the
end of such Plan Year or if his employment by the Employer
terminates during such Plan Year on account of death,
Disability, retirement at or after Normal Retirement Age, or
(if provided for in Item 40) early retirement.
[x] Yes
[ ] No
23. MATCHES AS A PERCENTAGE OF ELECTIVE DEFERRALS. (COMPLETE THIS ITEM
ONLY IF BOX (A) UNDER ITEM 21 IS SELECTED.)
(a) AMOUNT. Subject to (b) and (c) below, the Employer's annual
matching contribution (if any) to the Plan to the Employer
Matching Account of each Participant entitled to receive this
type of matching contribution for the Plan Year shah be an
amount equal to: (Select only one and complete as necessary.)
[ ] ____% of the Participant's elective deferrals
hereunder for the Plan Year not in excess of % of the
Participant's Compensation for the Plan Year; or
[ ] ____% of the portion of the Participant's elective
deferrals hereunder for the Plan Year not in excess
of % of the Participant's Compensation for the
Plan Year plus % of the portion of the
Participant's elective deferrals hereunder for the
Plan Year in excess of that amount but not in excess
of % of the Participant's Compensation for the
Plan Year; or
[x] such other percentage of such portion of the
Participant's elective deferrals hereunder for the
Plan Year as may be properly determined by the
Administrator for such Plan Year and applied
uniformly with respect to those Participants entitled
to receive this type of matching contribution
hereunder.
(b) PAY PERIOD LIMITATIONS. The same percentage-of-Compensation
limitations specified under (a) above also shall be applied on
a pay period basis (and with respect to bonuses or other
special payments) such that the Employer's matching
contributions shall be with respect to only such percentage of
Compensation otherwise payable for a pay period (or as a bonus
or other special payment).
SECTION 401(K) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 21
22
[x] Yes
[ ] No
(c) BONUSES SUBJECT TO MATCH. Elective deferrals with respect to
bonuses or other special payments shall be matched to the same
extent and subject to the same limitations as any other part
of a Participant's Compensation.
[x] Yes -- elective deferrals with respect to bonuses and
special payments shall be matched
[ ] No -- elective deferrals with respect to bonuses and
special payments shall not be matched
SECTION 401(K) FEATURE
MATCHING CONTRIBUTIONS SUBJECT TO ADP PAGE 22
23
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS
(THE FOLLOWING ITEMS 24 THROUGH 28 SHOULD BE COMPLETED ONLY IF A DISCRETIONARY
(PROFIT SHARING) CONTRIBUTION FEATURE IS PART OF THE PLAN PURSUANT TO ITEM 7.)
24. DETERMINATION. The Employer's annual discretionary (profit sharing)
contribution (if any) to the Plan for a Plan Year for allocation to
the Employer Contribution Accounts shall be an amount equal to:
[ ] ____% of the Compensation of all Participants who are entitled
to receive an allocation for such Plan Year;
[ ] ____% of the Employees current Profits for such Plan Year;
[ ] ____% of the Employer's current Profits in excess of $________
for such Plan Year; or
[x] such other amount as may be properly determined by the
Employer for such Plan Year.
25. PARTICIPANTS ENTITLED TO RECEIVE AN ALLOCATION OF EMPLOYER
CONTRIBUTION (PART 1). A Participant shall be entitled to share in
the Employer contribution to the Employer Contribution Accounts for a
Plan Year if: (Select only one.)
[ ] he is an Eligible Employee at any time during the Plan Year;
[ ] he is an Eligible Employee on the last day of the Plan Year;
[ ] he receives credit for at least 500 Hours of Service during
the Plan Year or he is an Eligible Employee on the last day of
the Plan Year;
[ ] he receives credit for at least 1,000 Hours of Service during
the Plan Year, regardless of whether he is an Eligible
Employee on the last day of the Plan Year; or
[x] he receives credit for at least 1,000 Hours of Service during
the Plan Year and he is an Eligible Employee on the last day
of the Plan Year.
26. PARTICIPANTS ENTITLED TO RECEIVE AN ALLOCATION OF EMPLOYER
CONTRIBUTION (PART 2). In addition, a Participant who has
Compensation for a Plan Year shall be entitled to share in the
Employer contribution for such Plan Year if he is on an approved leave
of absence at the end of such Plan Year or if his employment by the
Employer terminates during such Plan Year on account of death,
Disability, retirement at or after Normal Retirement Age, or (if
provided for in Item 40 of this Adoption Agreement) early retirement.
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS PAGE 23
24
[x] Yes
[ ] No
27. ALLOCATION OF EMPLOYER CONTRIBUTIONS. This type of Employer
contribution shall be allocated on:
[ ] a non-integrated basis (see Section 3.3(a)(2) of the Plan)
(skip to Item 29), or
[x] an integrated basis (see Section 3.3(a)(3) of the Plan)
(complete Item 28).
28. INTEGRATED ALLOCATION FORMULA.
(a) INTEGRATION FORMULA. Employer contributions under Section 3.3
of the Plan (and any forfeitures allocated with this type of
contribution) shall be allocated, as follows, among the
Employer Contribution Accounts of those Participants entitled
to receive such an allocation: (Select only one.)
[x] MAXIMUM DISPARITY METHOD. First, such contribution
(and forfeitures) shall be allocated in the same
ratio that the sum of such Participants' Compensation
plus Excess Compensation for the Plan Year bears to
the sum of all such Participants' Compensation plus
Excess Compensation, but the amount so allocated,
expressed as a percentage, shall not exceed the
Maximum Disparity Rate. Second, the balance, if any,
of such contribution (and forfeitures) shall be
allocated in proportion to such Participants'
Compensation for the Plan Year.
[ ] FOUR-TIER METHOD. First, such contribution (and
forfeitures) shall be allocated in proportion to the
Participants' Compensation for such Plan Year, but
not in excess of 3 percent of each Participant's
Compensation. Second, any remaining contribution (and
forfeitures) shall be allocated in proportion to the
Participants' Excess Compensation for the Plan Year
but not in excess of 3 percent of each Participant's
Excess Compensation. Third, any remaining
contribution (and forfeitures) shall be allocated in
the same ratio that the sum of such Participants'
Compensation plus Excess Compensation for the Plan
Year bears to the sum of all such Participants'
Compensation plus Excess Compensation, but the amount
so allocated, expressed as a percentage, shall not
exceed the Maximum Disparity Rate less three
percentage points. Fourth, any remaining contribution
(and forfeitures) shall be allocated in proportion to
the Participants' Compensation for the Plan Year.
(b) TAXABLE WAGE BASE. For purposes of allocating on an
integrated basis, "Taxable Wage Base" means:
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS PAGE 24
25
[x] the contribution and benefit base under section 230
of the Social Security Act, as of the first day of
the particular Plan Year; or
[ ] $__________ (not to exceed the contribution and
benefit base under section 230 of the Social Security
Act, as of the first day of the Plan Year in which
the Effective Date falls); or
[ ] ____% (not to exceed 100%) of the contribution and
benefit base under section 230 of the Social Security
Act, as of the first day of the particular Plan Year.
If a Plan Year consists of less than 12 months, then the Taxable Wage Base for
such Plan Year shall be multiplied by the fraction the numerator of which is
the number of months in the short Plan Year and the denominator of which is 12.
DISCRETIONARY (PROFIT SHARING) CONTRIBUTIONS PAGE 25
26
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN
29. BASE DEFINITION.
INSTRUCTIONS: Complete Column A for the definition of "Compensation" generally
applicable under the Plan, including for the allocation of contributions.
Complete Column B for the definition of "Section 415 Compensation" (Section
4.1(k) of the Plan) applicable in determining the section 415 limitations.
FOR SELF-EMPLOYED INDIVIDUALS (INCLUDING PARTNERS IN A PARTNERSHIP),
SEE SECTION 1.12(E) OF THE PLAN.
A B
"SECTION 415
"COMPENSATION" "COMPENSATION"
IRS SAFE HARBORS
- W-2, Total Compensation Box [x] [x]
- Earnings subject to Federal
Income Tax Withholding [ ] [ ]
- General Section 415 definition [ ] [ ]
OTHER CHOICE
- FICA definition [ ] N/A
30. SAFE-HARBOR ADD-BACK. The Compensation definition will
include amounts that would have been included in Compensation but for Section
401(k), Section 125 and similar Compensation reduction elections (Section
1.12(a) of Plan).
[x] Yes
[ ] No
31. PARTIAL YEAR OF PARTICIPATION. Compensation for any part of a Plan
Year during which an Employee is not a Participant: (Select one.)
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN PAGE 26
27
[ ] shall be taken into account for all purposes under the Plan
except for section 401(k) and (m) discrimination testing; or
[ ] shall be taken into account solely for purposes of section
401(k) and (m) discrimination testing under Sections 3.1(e),
3.2(b), 1.3 and 1.4 of the Plan; or
[x] shall be taken into account for all purposes under the Plan
(including section 401(k) and (m) discrimination testing); or
[ ] shall not be taken into account for any purpose under the
Plan.
32. EXCLUSIONS. Compensation shall exclude the following (check any that
apply):
FOR INTEGRATED ALLOCATIONS (SEE ITEM 28), ONE OF THE FOLLOWING TWO
ALTERNATIVES MUST BE SELECTED
[ ] No exclusions
[x] Safe-harbor exclusion of allowances, reimbursements and fringe
benefits (Section 1.12(c) of Plan)
ANY OF THE FOLLOWING EXCLUSIONS REQUIRE 414(S) TESTING
[ ] Bonuses [ ] Overtime
[ ] Commissions [ ] Other (specify)
33. CASH OR ACCRUED BASIS. Compensation should be taken into account in
the Plan Year in which it is:
[x] actually paid (must be selected if allocations are integrated)
[ ] accrued
34. EFFECTIVE DATE. If the selections in Item 29 change the Plan's base
definition of Compensation or Section 415 Compensation, or if the
selections in Items 30-33 otherwise change the Plan's provisions as of
a date later than the Effective Date, fill in the effective date of
the change, identify the change and specify or attach the provisions
in effect prior to the change: N/A
---
COMPENSATION TAKEN INTO ACCOUNT UNDER THE PLAN PAGE 27
28
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN
35. METHOD OF DETERMINATION. For eligibility and vesting purposes,
service shall be determined on the basis of:
[ ] the elapsed time method (skip to Item 39 unless a minimum
Hours of Service requirement for sharing in certain
contributions is elected in Item 17, 19, 22 or 25, or
[x] the hour-counting method.
36. DETERMINATION OF HOURS OF SERVICE. An Employee's Hours of Service
shall be determined on the basis of:
[x] the actual hours for which he is paid or entitled to payment,
determined from records of hours worked and hours for which
payment is made or due;
[ ] 10 Hours of Service for each day for which he would be
required to be credited with at least one Hour of Service;
[ ] 45 Hours of Service for each week for which he would be
required to be credited with at least one Hour of Service;
[ ] 95 Hours of Service for each semi-monthly payroll period for
which he would be required to be credited with at least one
Hour of Service;
[ ] 190 Hours of Service for each month for which he would be
required to be credited with at least one Hour of Service.
37. SERVICE COMPUTATION PERIOD (ELIGIBILITY). "Service Computation
Period" means, for eligibility purposes: (Complete only if the
hour-counting method is elected in Item 35.)
[x] the 12 consecutive month period beginning on an Employee's
Employment Commencement Date or on an anniversary thereof; or
[ ] the 12 consecutive month period beginning on an Employee's
Employment Commencement Date and, thereafter in all cases,
each Plan Year, beginning with the Plan Year containing the
first anniversary of such Employment Commencement Date. An
Employee who is credited with 1,000 Hours of Service in both
the initial eligibility computation period and the first Plan
Year which commences prior to the first anniversary of the
Employee's Employment Commencement Date will be credited with
two Years of Service for purposes of eligibility to
participate.
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN PAGE 28
29
38. SERVICE COMPUTATION PERIOD (VESTING). "Service Computation Period"
means, for purposes of determining Years of Service and One-Year
Breaks for vesting purposes: (Complete only if the hour-counting
method is elected in Item 35.)
[ ] the Plan Year, or
[x] the 12 consecutive month period beginning on an Employee's
Employment Commencement Date or on an anniversary thereof.
39. PREDECESSOR EMPLOYERS. For purposes of the Plan, service for the
Employer shall be deemed to include service (including service as a
self-employed individual) for the following organization(s):
[x] None
[ ] ________________________
40. EARLY RETIREMENT. May Participants retire early with full vesting and
immediate entitlement to benefits?
[ ] Yes, upon attainment of age ____ and completion of at least
____ Years of Service for vesting purposes.
[x] No
SERVICE TAKEN INTO ACCOUNT UNDER THE PLAN PLAN 29
30
VESTING IN EMPLOYER CONTRIBUTIONS
41. VESTING SCHEDULE. The vesting schedule applicable, under Section
6.1(d)(3)(A) of the Plan, to a Participant's Employer Contribution
Account, for Participants with at least one Hour of Service in a Plan
Year beginning after 1988 shall be as follows: (Do not complete
unless the Plan authorizes Employer contributions subject to a vesting
schedule.)
NONFORFEITABLE PERCENTAGE
-------------------------
Option Option Option Option Option
Years 1 2 3 4 5
of
Service [ ] [ ] [ ] [ ] [x]
(2 to 6) (3 to 7) (2 year (5 year (other)
cliff) cliff)
less than 1 0 0 0 0 0
1 0 0 0 0 25
2 20 0 100 0 50
3 40 20 0 75
4 60 40 0 100
4 60 40 0 ___
5 80 60 100 ___
6 100 80 ___
7 100 ___
Note: (1) Vesting must be at least as rapid as Option 3 if more than 1
Year of Service is required for eligibility.
(2) Any vesting schedule elected under Option 5 must be at least
as rapid, at every point, as Option 2, Option 4, or (if more
than 1 Year of Service is required for eligibility) Option 3.
42. SERVICE DISREGARDED IN DETERMINATION OF NONFORFEITABLE PERCENTAGE. In
addition to service disregarded in determining Years of Service under
Section 1.60 of the Plan, the following service shall be disregarded
in determining an Employee's service for vesting purposes (check any
boxes that apply):
[ ] Years of Service (if the hour-counting method applies) or
Service (if the elapsed time method applies) before age 18
(age 22 for a Participant who does not have at least 1 Hour of
Service on or after the REA Effective Date).
[x] Years of Service (if the hour-counting method applies) or
Service (if the elapsed time method applies) during any period
for which the Employer did not maintain
VESTING IN EMPLOYER CONTRIBUTIONS PAGE 30
31
the Plan or a predecessor plan, as defined in the applicable
regulations of the Secretary of the Treasury; however, all
service on or after January 1, 1995 shall be regarded for
purposes of determining eligibility and vesting percentage.
43. FORFEITURE UPON CASH-OUT. Upon the distribution to a terminated
Participant, his forfeitable interest in his Account shall be
forfeited in accordance with Section 6.1(d)(6) of the Plan (select
only one):
[x] immediately;
[ ] upon the incurrence of a One-Year Break; or
[ ] not applicable -- forfeiture delayed until the incurrence of a
Break in Service (as defined in Section 1.10 of the Plan).
VESTING IN EMPLOYER CONTRIBUTIONS PAGE 31
32
INVESTMENT OF PLAN ASSETS AND PLAN LOANS
44. PARTICIPANT INVESTMENT ELECTIONS.
(a) AVAILABILITY OF INVESTMENT ELECTIONS. Each Participant shall
elect the manner in which his entire Account (or such
subaccounts selected in (b) below) and any contributions and
forfeitures allocated thereto are to be invested:
[x] Yes (If Yes, complete (b) and (c).)
[ ] No (Skip to Item 45.)
(b) SUBACCOUNTS SUBJECT TO PARTICIPANT INVESTMENT DISCRETION.
[x] Investment elections apply to entire Account, or
[ ] Investment elections apply only to the following
subaccount(s): (Select all that apply.)
[ ] Section 401(k) Account (including the
Nonelective Contribution Account) (applicable
only if a Section 401(k) feature is part of
the Plan)
[ ] Nondeductible Voluntary Contribution Account
(and Deductible Voluntary Contribution
Account)
[ ] Rollover Account
[ ] Employer Contribution Account (excluding the
Employer Matching Account unless selected
below)
[ ] Employer Matching Account
(c) Extent of Participant Investment Discretion. In determining
how his Account (or selected subaccounts) shall be invested,
each Participant may: (Select only one.)
[x] choose from among such investment funds as the
Administrator directs the Trustee to make available;
or
[ ] select any legally permissible investments which the
Trustee agrees to hold for his Account (including
such investment funds as the Administrator directs
the Trustee to make available).
INVESTMENT OF PLAN ASSETS AND PLAN LOANS PAGE 32
33
Pending execution of investment directions, the Trustee shall be authorized to
hold balances in short-term, liquid deposit accounts or other interest bearing
investments.
45. QUALIFYING EMPLOYER SECURITIES. Subject to the other provisions of
the Plan and Trust Agreement, Plan Assets may be invested in
qualifying employer securities (as defined in ERISA section 407):
[x] Yes
[ ] No (Skip to Item 46.)
(a) DISTRIBUTION AND WITHDRAWAL OF QUALIFYING EMPLOYER SECURITIES.
(Select One.)
[x] To the extent a Participant's Account is invested in
qualifying employer securities, a Participant may
elect to take a distribution or withdrawal to which
he is otherwise entitled under the Plan in qualifying
employer securities.
[ ] A Participant may not take a distribution or
withdrawal in qualifying employer securities.
[ ] To the extent a Participant's Account is invested in
qualifying employer securities, a Participant may
elect to take a distribution or withdrawal to which
he is otherwise entitled under the Plan in qualifying
employer securities, except as follows:
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
(b) VOTING OF QUALIFYING EMPLOYER SECURITIES. To the extent a
Participant's Account is invested in qualifying employer
securities, the following shall have the right to exercise any
voting rights with respect to such securities: (Select one.)
[ ] The Participant (or in the event of his death, his
Beneficiary); or
[ ] The Employer (if more than one Employer has adopted
the Plan, the first Employer named in this Adoption
Agreement); or
[x] The Plan Administrator; or
[ ] An investment manager appointed under the terms of
the Trust Agreement; or
[ ] The Trustee; or
INVESTMENT OF PLAN ASSETS AND PLAN LOANS PAGE 33
34
[ ] Other:
-----------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
46. VALUATION METHOD. (Select only one.)
[ ] DAILY VALUATION METHOD FOR ENTIRE ACCOUNT. For Plan
accounting purposes, Plan Assets shall be allocable
separately to each Participant's Account and the
value of a Participant's Account at any particular
time shall be equal to the value of the Plan Assets
so allocated to his Account at that time; or
[ ] BALANCE FORWARD VALUATION METHOD FOR ENTIRE ACCOUNT.
For Plan accounting purposes, Plan Assets shall be
valued as of each Accounting Date and the value of
each Participant's Account shall be adjusted only as
of each Accounting Date; or
[ ] DAILY VALUATION METHOD FOR CERTAIN SUBACCOUNTS. For
Plan accounting purposes, the daily valuation method
shall apply to the Plan Assets attributable to the
following subaccounts (and the balance forward
valuation method shall apply to the other
subaccounts). (Select all to which daily valuation
will apply.)
[ ] Section 401(k) Account (including the Nonelective
Contribution Account) (applicable only if a Section
401(k) feature is part of the Plan)
[ ] Nondeductible Voluntary Contribution Account (and
Deductible Voluntary Contribution Account)
[ ] Rollover Account
[ ] Employer Contribution Account (excluding the Employer
Matching Account unless selected below)
[ ] Employer Matching Account
47. LOANS. Are Participant loans permitted?
[ ] Yes (Complete (a) through (f) below.)
[x] No (Skip to Item 48.)
INVESTMENT OF PLAN ASSETS AND PLAN LOANS PAGE 34
35
(a) LOANS ONLY TO EMPLOYEES. A loan is available to a Participant
only while an Employee and loans shall be due and payable in
full upon a Participant's termination of employment.
[ ] Yes
[ ] No
(b) PAYROLL WITHHOLDING REQUIRED. Loans shall be repaid only by
payroll withholding properly authorized by the Participant;
provided that the Administrator may allow prepayment through
other means; and if the available amount of payroll
withholding is insufficient to meet the payments, the
Administrator may authorize other means.
[ ] Yes
[ ] No
(c) MINIMUM LOAN AMOUNT. The minimum loan amount for any single
loan shall be:
[ ] $1,000
[ ] Other $_______ (fill-in but not to exceed $1,000)
[ ] N/A - No loan minimum
(d) SECURITY. The following types of collateral may secure a
Participant loan: (Select only one.)
[ ] 50% of the Participant's accrued nonforfeitable
benefit under the Plan (excluding any Deductible
Voluntary Contribution Account)
[ ] 50% of the Participant's accrued nonforfeitable
benefit under the Plan (excluding any Deductible
Voluntary Contribution Account) and the following:
-----------------------------------------
-----------------------------------------
-----------------------------------------
(e) NUMBER OF LOANS. A Participant may have no more than the
following number of loans outstanding at any given time:
[ ] 1
INVESTMENT OF PLAN ASSETS AND PLAN LOANS PAGE 35
36
[ ] 2
[ ] Other ______________________________ (fill in)
[ ] N/A - no maximum number of loans
(f) OTHER SPECIFIC LOAN PROVISIONS. In addition to the provisions
governing loans in Section 5.5 of the Plan and above, the following
provisions apply to Plan loans (attach additional pages, if
necessary):
(1) limitations (if any) in addition to limits in Section
5.5 and above on the types and amounts of loans
offered:
---------------------------------------
---------------------------------------
---------------------------------------
(2) procedure for determining reasonable rate of
interest:
---------------------------------------
---------------------------------------
---------------------------------------
INVESTMENT OF PLAN ASSETS AND PLAN LOANS PAGE 36
37
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS
48. WITHDRAWALS FROM SECTION 401(K) ACCOUNT. (Complete only if a Section
401(k) feature is part of the Plan pursuant to Item 7.)
(a) HARDSHIP. Subject to the limits of Section 7.2 of the Plan,
withdrawals from a Participant's Section 401(k) Account by an
Eligible Employee shall be permitted in the event of hardship.
[x] Yes
[ ] No
(b) AGE 59-1/2. Withdrawals from a Participant's Section 401(k)
Account by an Eligible Employee shall be permitted after his
attainment of age 59-1/2.
[x] Yes
[ ] No
49. WITHDRAWALS ON OR AFTER ATTAINMENT OF AGE 59-1/2.
(a) WITHDRAWAL RIGHT. Withdrawals from a Participant's Account
(from such subaccounts as he may elect), to the extent vested
and nonforfeitable, by an Eligible Employee prior to
termination of employment shall be permitted after his
attainment of the age specified in (b) below.
[x] Yes (If Yes, complete (b) and (c) below.)
[ ] No (Skip to Item 50.)
(b) AGE REQUIREMENT.
[x] 59-1/2
[ ] ________ (Must be older than age 59-1/2.)
(c) TIME OF WITHDRAWAL. A Participant's withdrawal shall be
payable as soon as administratively feasible:
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS PAGE 37
38
[ ] after the Participant makes the withdrawal election;
or
[x] after the first Accounting Date coincident with or
next following the Participant makes the withdrawal
election.
50. OTHER WITHDRAWAL RIGHTS. Is this an amendment to an existing Plan or
a transferee of another plan with additional withdrawal rights which
cannot now be eliminated from the Plan?
[ ] Yes (Describe the applicable withdrawal rights in detail
in an attachment.)
[x] No
Note: The above withdrawal rights (and those listed on any attachment are
considered protected optional forms of benefit which cannot be changed with
respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS PAGE 38
39
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT
51. TIME OF PAYMENT. Subject to Sections 7.6 and 7.7 and Article
10 of the Plan, distribution to a Participant whose benefit
has become distributable shall commence in accordance with the
following: (Check (a) or (b) and the applicable box(es) under
the Item selected.)
(a) [x] SIMPLIFIED OPTION. Upon the Participant's
termination of employment, as soon as
administratively feasible (check the box that
applies):
[ ] after the Participant elects
commencement of his benefit; or
[x] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits.
(b) [ ] DETAILED OPTION.
(1) NORMAL RETIREMENT. Upon a Participant's
termination of employment on or after
attaining Normal Retirement Age, as soon as
administratively feasible (check the box that
applies):
[ ] after such termination of
employment;
[ ] after the first Accounting Date
coincident with or next following
such termination of employment;
[ ] after the Participant elects
commencement of his benefit; or
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits.
(2) EARLY RETIREMENT. (Complete only if the
early retirement provision in Item 40 is
elected.) Upon a Participant's termination
of employment on or after satisfying the
criteria in Item 40 for early retirement but
before attaining Normal Retirement Age, as
soon as administratively feasible (check the
box that applies):
[ ] after the Participant elects
commencement of his benefit;
WITHDRAWALS AND DISTRIBUTIONS
IN-SERVICE WITHDRAWALS BY PLAN PARTICIPANTS PAGE 39
40
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits; or
[ ] other (specify time or times)
-----------------------------------
-----------------------------------
-----------------------------------
(3) DISABILITY RETIREMENT. Upon a Participant's
termination of employment, prior to Normal
Retirement Age and prior to satisfying the
criteria for early retirement (if the Plan
has an early retirement provision), on
account of the incurrence of a Disability, as
soon as administratively feasible (check the
box that applies):
[ ] after the Participant elects
commencement of his benefit;
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits; or
[ ] other (specify time or times)
-----------------------------------
-----------------------------------
-----------------------------------
(4) OTHER TERMINATION. Upon a Participant's
termination of employment prior to Normal
Retirement Age, prior to satisfying the
criteria for early retirement (if the Plan
has an early retirement provision) and prior
to incurring a Disability, as soon as
administratively feasible (check the box that
applies):
[ ] after the Participant elects
commencement of his benefit;
[ ] after the first Accounting Date
coincident with or next following
the Participant's election to
commence benefits;
[ ] after the first Accounting Date
coincident with or next following the
Participant's termination of
employment, if elected by the
Participant, but if not elected,
after the first Accounting Date
coincident with or next following the
Participant's attainment of Normal
Retirement Age; or
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT PAGE 40
41
[ ] other (specify time or times):
-----------------------------------
-----------------------------------
-----------------------------------
(5) OTHER. Is this an amendment to an existing Plan or a
transferee of another plan with additional commencement dates
which cannot now be eliminated from the Plan?
[ ] Yes (Describe the applicable forms in detail in an
attachment.)
[ ] No
Note: The above commencement dates (and those listed on any attachment) are
considered protected optional forms of benefit which cannot be changed with
respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTRIBUTIONS
EVENTS OF DISTRIBUTION AND TIME OF PAYMENT PAGE 41
42
WITHDRAWALS AND DISTRIBUTIONS
FORM OF PAYMENT
52. FORMS OF BENEFIT PAYMENT. The following alternative forms of
distribution and withdrawal are available under the Plan
(check any boxes that apply):
[x] a single sum,
[ ] periodic installment payments, not less frequently
than annually, with any installments remaining unpaid
at the Participant's death to be paid to his
Beneficiary,
[x] in the case of a Participant who has attained age
70-1/2 and who is required to commence benefit
payments under Section 7.6(d) while employed by the
Employer, periodic installment payments sufficient in
amount and frequency to satisfy the minimum
distribution requirements of Section 8.5, with a lump
sum distribution of his remaining Account balance
upon termination of employment,
[ ] a single life annuity,
[ ] a Qualified Joint and Survivor Annuity,
[ ] a joint and survivor annuity for the Participant and
his Surviving Spouse under which the survivor annuity
is more than one-half of, but not greater than, the
annuity payable during the joint lives of the
Participant and such spouse,
[ ] this is an amendment of an existing Plan or a
transferee of another plan with additional forms
which cannot now be eliminated from the Plan.
(Describe the applicable forms in detail in an
attachment.)
(NOTE: For a plan which is a transferee of a plan required to have annuities,
the Qualified Joint and Survivor Annuity and the single life annuity will
automatically be available. Refer to Section 8.2 of the Plan.)
NOTE: The above alternative forms of benefit (and those listed on any
attachment) are considered protected forms of benefit which cannot be changed
with respect to benefits already accrued by a participant.
WITHDRAWALS AND DISTIBUTIONS
FORM OF PAYMENT PAGE 42
43
WITHDRAWALS AND DISTRIBUTIONS
CASH-OUT
53. $3500 CASH-OUT. Notwithstanding the benefit commencement
dates otherwise adopted in Item 51 and the alternative forms
of benefit otherwise adopted in Item 52, any amount payable to
a Participant or any Preretirement Survivor Annuity payable to
a Surviving Spouse shall be paid in a lump sum if such payment
is made before payment otherwise begins and if, in the case of
an amount payable to a Participant, the value (determined as
of the date of distribution) of his nonforfeitable benefit
does not exceed $3500 or, in the case of a Preretirement
Survivor Annuity, the value (determined as of the date of
distribution) of such annuity does not exceed $3500, and such
lump sum shall be paid as soon as administratively feasible
(whether or not the Participant or his spouse has consented to
the distribution) (check the applicable box):
[ ] after the Participant's termination of employment
(death, in the case of the Preretirement Survivor
Annuity);
[x] after the first Accounting Date following the
Participant's termination of employment (death, in
the case of the Preretirement Survivor Annuity); or
[ ] Not Applicable -- This provision shall not be a part
of the Plan.
This provision, if adopted, shall be applied by treating any Deductible
Voluntary Contribution Account separately from other portions of the
Participant's benefit.
WITHDRAWALS AND DISTRIBUTIONS
CASH-OUT PAGE 43
44
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS
54. TOP-HEAVY TESTING. For purposes of the provisions of the Plan
applicable if the Plan is a Top-Heavy Plan:
[ ] the Plan shall be deemed always to be a Top-Heavy
Plan; or
[x] the Plan shall be tested each year to determine
whether it is a Top-Heavy Plan.
55. TOP-HEAVY MINIMUMS. If a Participant is covered under any
other plan or plans of the Employer, then:
[x] Section 3.4 of the Plan shall apply as if such
Participant were not so covered; or
[ ] Section 3.4 shall be modified by the attached
provisions, in order to prevent duplication.
56. DEFINED BENEFIT ACTUARIAL ASSUMPTIONS. (Complete only if
second option under Item 54 is selected and if there is one or
more defined benefit plans in the Permissive Aggregation Group
or the Required Aggregation Group.) The interest and
mortality rates, for purposes of establishing Present Value to
compute the Top-Heavy Ratio, with respect to any defined
benefit plans in the Permissive Aggregation Group or the
Required Aggregation Group shall be:
Interest Rate: %
-----------
Mortality Table:
--------------------------------
--------------------------------
57. TOP-HEAVY VESTING. For any Plan Year in which the Plan is a
Top-Heavy Plan, the vesting schedule, applicable under Section
6.1(d)(3)(A) of the Plan, to a Participant's Employer
Contribution Account, shall be as follows: (Skip this Item if
the general vesting schedule elected in Item 41 is at least as
fast as Option 1 or 3 in Item 41.)
[ ] 100% vesting after ______ (not to exceed 3) Years
of Service.
[ ] ___ % (not less than 20) vesting after 2 Years of Service,
___ % (not less than 40) vesting after 3 Years of Service,
___ % (not less than 60) vesting after 4 Years of Service,
___ % (not less than 80) vesting after 5 Years of Service,
100 % vesting after 6 Years of Service.
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS PAGE 44
45
If the vesting schedule under the Plan shifts in or out of the above schedule
for any Plan Year because of the Plan's top-heavy status, such shift is an
amendment to the vesting schedule and the election in Section 12.3(c) of the
Plan applies.
LIMITATIONS 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 possibly become a participant, the following two items
must be completed. They must also be completed if the Employer maintains a
welfare benefit fund, as defined in section 419(e) of the Code, or an
individual medical benefit 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 the Plan.
58. If a Participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a
Master or Prototype Plan:
[x] the provisions of Section 4.3 of the Plan will apply
as if the other plan were a Master or Prototype Plan;
or
[ ] the attached provisions will apply. (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.)
59. If any Participant is, or has ever been, a participant in a
qualified defined benefit plan maintained by the Employer (as
defined in Section 4.1 of the Plan), then the attached
provisions shall apply. (Attach provisions which will satisfy
the 1.0 limitation of section 415(e) of the Code. Such
provisions must preclude employer discretion.)
TOP-HEAVY RULES AND SECTION 415 LIMITATIONS PAGE 45
46
MISCELLANEOUS
REVIEW BY COUNSEL. The Employer acknowledges that it has been advised by the
Trustee that the Plan should not be adopted without the review and approval of
the Employer's attorney.
SPONSORING ORGANIZATION. The sponsor of this prototype is: The Fifth Third
Bank, 38 Fountain Square Plaza, Cincinnati, Ohio 45263; (513) 579-5300 or
800-336-6782. Affiliates of The Fifth Third Bank are also authorized to make
the prototype available to their customers and to serve as Trustee.
FURTHER DEVELOPMENT. If The Fifth Third Bank amends the Plan or discontinues
or abandons sponsorship of the prototype documents, the Employer will be
notified.
ADOPTION OF PLAN. This Adoption Agreement may be used only in conjunction with
The Fifth Third Bank Basic Prototype Plan Document #01. By this Agreement
between the Employer and The Fifth Third Bank or an authorized affiliate of The
Fifth Third Bank, as specified below (the "Trustee"), the Employer hereby
adopts The Fifth Third Bank Basic Prototype Plan Document #01, as supplemented
by this Adoption Agreement, and The Fifth Third Bank Prototype Trust Agreement,
as said Plan Document, Adoption Agreement, and Trust Agreement are now in
effect or may be hereafter amended, for the purpose of establishing or amending
a profit-sharing plan and hereby accepts all the terms and conditions thereof.
Pursuant to section 401(a)(27) of the Code, this Plan is designated a
profit-sharing plan.
RELIANCE. This prototype plan has been approved as to form by the Internal
Revenue Service, in Opinion Letter Serial Number D347433b. However, the
adopting Employer may not rely on an opinion letter issued by the National
Office of the Internal Revenue Service as evidence that the Plan is qualified
under section 401 of the Internal Revenue Code. In order to obtain reliance
with respect to plan qualification, the Employer must apply to the appropriate
Key District Office for a determination letter.
PERSONS AUTHORIZED TO INSTRUCT THE TRUSTEE. The following persons, whose
signatures appear opposite their names, are authorized to give directions,
statements, or certificates to the Trustee on behalf of the Administrator and
the Employer:
Name Signature
---- ---------
Norwood Cowgill, Jr. /s/ Norwood Cowgill, Jr.
------------------------- ---------------------------------
William E. Anderson, II /s/ William E. Anderson, II
------------------------- ---------------------------------
James C. Baughman, Jr. /s/ James C. Baughman, Jr.
------------------------- ---------------------------------
The Employer will notify the Trustee in writing of any changes in this
information.
MISCELLANEOUS PAGE 46
47
Signed on the following date: 4-15-96.
-------
EMPLOYER TRUSTEE
Studio Plus Hotels, Inc. Fifth Third Bank of Kentucky
- ------------------------------- (The Fifth Third Bank or an authorized Fifth
fName of Employer Third affiliate only)
By /s/ William E. Anderson , II By /s/ James C. Smith, Jr.
---------------------------- -------------------------------------------
Executive V.P.
Other Employers Adopting the Plan:
Studio Plus Properties, Inc.
- -------------------------------
Name of Employer
By /s/ William E. Anderson , II
----------------------------
Executive V.P.
MISCELLANEOUS PAGE 47
48
Internal Revenue Service Department of the Treasury
Sponsor Name: FIFTH THIRD BANK
Plan Description: Prototype Non-standardized Profit Sharing Plan with CODA
WASHINGTON, DC 20224
FFN: 50320070001-001 Case: 9401590 EIN: 31-0854433
BPD: 01 Plan: 001 Letter Serial No: D347433b PERSON TO CONTACT: Ms. Arrington
Keating Muething & Klekamp TELEPHONE NUMBER: (202) 622-8380
Stephen M Goodson Esq
1800 Provident Fourth Street REFER REPLY to: CP:E:EP:T1
One East Fourth Street
Cincinnati, OH 45202 DATE: 08/16/95
** COPY FOR AUTHORIZED REPRESENTATIVE **
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 n_~er 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.
This letter may not be relied upon with respect to whether the plan satisfies
the qualification requirements as amended by Uruguay Round Agreements Act, Pub.
L. 103-465.
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
49
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,
Chief, Employee Plans Technical Branch 1