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EXHIBIT 10.1.12.1
SUPPLEMENTAL PARTICIPATION AGREEMENT
A Participation Agreement made and entered into this 25th day of March,
1997, between Aironet Corporation (hereinafter referred to as the
"Participating Employer"), Telxon Corporation (hereinafter referred to as the
"Employer"), and Charles Schwab Trust Company (hereinafter referred to as the
"Trustees").
WHEREAS, the Participating Employer desires to reward its employees for
faithful service, to establish a bond between employer and employee, to provide
an incentive for efficient and conscientious work, to provide a fund for
retirement, disability or death, and to retain high-calibre fellow employees;
and
WHEREAS, there exists a 401(k) Retirement Savings Plan entered into on
the _______ day of 19__ namely the Tekon Retirement and Uniform Matching Profit
Sharing Plan, called the "Plan", between the Employer and the Trustees (a copy
being attached hereto as Exhibit "A" and made a part hereof by reference); and
WHEREAS, the Plan provides that any other Participating Employer may,
with the consent of the Employer adopt the Plan and participate therein by a
properly executed document evidencing said intent of said Participating
Employer;
NOW, THEREFORE, the Participating Employer hereby becomes a party to the
Plan, effective the 7th day of January, 1994, and the Employer and the
Trustees hereby consent to such adoption and participation upon the following
terms:
(1) Wherever a right or obligation is imposed upon the Employer by
the terms of the Plan, the same shall extend to the Participating
Employer as the "Employer" under the Plan and shall be separate
and distinct from that imposed upon the Employer. It is the
intention of the parties that the Participating Employer shall be
a party to the Plan and treated in all respects as the Employer
thereunder, 'with its employees to be considered as the Employees
or Participants, as the case may be, thereunder. However, the
participation of the Participating Employer in the Plan shall in
no way diminish, augment, modify, or in any way affect the rights
and duties of the Employer, its Employees, or Participants, under
the Plan.
(2) The Trustees hereby agree to receive and allocate
contributions made to the Plan by the Employer and by the
Participating Employer, as well as to do and perform all acts that
are necessary to keep records and accounts of all fluids held for
Participants who are Employees of the respective employers.
(3) The execution of this Agreement by this Participating Employer
shall be construed as the adoption of the Plan in every respect as
if said Plan had this date been executed between the Participating
Employer and the Trustees, except as otherwise expressly provided
herein or in any amendment that may subsequently be adopted
hereto.
(4) All actions required by the Plan and Trust to be taken by the
Employer shall be effective 'with respect to the Participating
Employer, and the Participating Employer hereby irrevocably
designates the Employer as its agent for such purposes.
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IN WITNESS WHEREOF, the Participating Employer, the Employer and the
Trustees have caused this Supplemental Participation Agreement to be executed in
their respective names on the day and date first above written.
Signed, sealed, and delivered
in the presence of:
AIRONET CORPORATION
By /s/ Robert Eberle
- -------------------------------------- ------------------------------------
PARTICIPATING EMPLOYER
/s/ Margaret E. Pais
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Witnesses as to Participating Employer
TELXON CORPORATION
By /s/ Fred L. Graf, Treasurer
- -------------------------------------- ------------------------------------
EMPLOYER
/s/ Margaret E. Pais
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Witnesses as to Employer
CHARLES SCHWAB TRUST COMPANY
By /s/ [signature illegible]
- -------------------------------------- ------------------------------------
TRUSTEE
/s/ [signature illegible]
- --------------------------------------
Witnesses as to Trustee
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CERTIFICATE OF CORPORATE RESOLUTION
The undersigned secretary of Aironet Corporation hereby certities that
the following resolutions were duly adopted by the board of directors of the
Corporation on March 25, 1999, and that such resolutions have not been modified
or rescinded as of the date hereof:
RESOLVED, that the form of Supplemental Participation Agreement of
Aironet Corporation, a Participating Employer, which evidences the adoption of
the 401(k) Retirement Savings Plan sponsored by Telxon Corporation is hereby
approved and adopted and that the proper officers of the Corporation are hereby
authorized and directed to execute and deliver to the Trustee of the Plan one or
more counterparts of the Supplemental Participation Agreement.
RESOLVED, that for purposes of the limitations on contributions and
benefits under the Plan prescribed by Section 415 of the Internal Revenue Code,
the "limitation year" shall be the Plan Year.
RESOLVED, that not later than the due date (including extensions hereof)
of the Corporation's federal income tax return for each of its fiscal years
hereafter, the Corporation shall contribute to the Plan for each such fiscal
year such amount as shall be determined by the board of directors of the
Corporation and that the Treasurer of the Corporation is authorized and directed
to pay such contribution to the Trustee of the Plan in cash or property and to
designate to the Trustee the year for which such contribution is made.
RESOLVED, that the proper officers of the Corporation shall act as soon
as possible to notify the employees of the Corporation of the adoption of the
401(k) Plan by delivering to each employee a copy of the summary description of
the Plan in the form of the Summary Plan Description presented to this meeting,
which form is hereby approved.
The undersigned further certities that attached hereto as Exhibits A, B
and C, respectively, are true copies of the Telxon Retirement and Uniform
Matching Profit Sharing Plan, Summary Plan Description and Funding Policy and
Method approved and adopted in the foregoing resolutions.
/s/ Robert Eberle
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Secretary
3-25-94
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Date