Exhibit 10.39
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DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
ADOPTION AGREEMENT #005
NONSTANDARDIZED 401(k) PROFIT SHARING PLAN
The undersigned, Dollar Thrifty Automotive Group, Inc. ("Employer"), by
executing this Adoption Agreement, elects to establish a retirement plan and
trust ("Plan") under the Bank of Oklahoma, N.A. (basic plan document # 01 ). The
Employer, subject to the Employer's Adoption Agreement elections, adopts fully
the Prototype Plan and Trust provisions. This Adoption Agreement, the basic plan
document and any attached appendices or addenda, constitute the Employer's
entire plan and trust document. All section references within this Adoption
Agreement are Adoption Agreement section references unless the Adoption
Agreement or the context indicate otherwise. All article references are basic
plan document and Adoption Agreement references as applicable. Numbers in
parenthesis which follow headings are references to basic plan document
sections. The Employer makes the following elections granted under the
corresponding provisions of the basic plan document.
ARTICLE I
DEFINITIONS
1. PLAN (1.21). The name of the Plan as adopted by the Employer is Dollar
Thrifty Automotive Group, Inc. Retirement Savings Plan .
2. TRUSTEE (1.33). The Trustee executing this Adoption Agreement is: (Choose
one of (a), (b) or (c))
[ ] (a) A discretionary Trustee. See Plan Section 10.03[A].
[X] (b) A nondiscretionary Trustee. See Plan Section 10.03[B].
[ ] (c) A Trustee under a separate trust agreement. See Plan Section 10.03[G].
3. EMPLOYEE (1.11). The following Employees are not eligible to participate
in the Plan: (Choose (a) or one or more of (b) through (g) as applicable)3 p.11
[ ] (a) No exclusions.
[X] (b) Collective bargaining Employees.
[X] (c) Nonresident aliens.
[X] (d) Leased Employees.
[X] (e) Reclassified Employees.
[ ] (f) Classifications: __________.
[X] (g) Exclusions by types of contributions. The following classification(s)
of Employees are not eligible for the specified contributions:
Employee classification: Highly Compensated Executives at Grade
Level E-23 and above. Contribution type: Safe Harbor Matching
Contribution. In Lieu of the Safe Harbor Match, the Highly
Compensated Executives at Grade Level E-23 and above are eligible
for a discretionary match under Section 3.03(b) subject to
Section 3.03(j) and (l).
4. COMPENSATION (1.07). The Employer makes the following election(s) regarding
the definition of Compensation for purposes of the contribution allocation
formula under Article III: (Choose one of (a), (b) or (c))4 p.11
[X] (a) W-2 wages increased by Elective Contributions.
[ ] (b) Code ss.3401(a) federal income tax withholding wages increased by
Elective Contributions.
[ ] (c) 415 compensation.
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[Note: Each of the Compensation definitions in (a), (b) and (c) includes
Elective Contributions. See Plan Section 1.07(D). To exclude Elective
Contributions, the Employer must elect (g).]
Compensation taken into account. For the Plan Year in which an Employee first
becomes a Participant, the Plan Administrator will determine the allocation of
Employer contributions (excluding deferral contributions) by taking into
account: (Choose one of (d) or (e))
[ ] (d) Plan Year. The Employee's Compensation for the entire Plan Year.
[X] (e) Compensation while a Participant. The Employee's Compensation only for
the portion of the Plan Year in which the Employee actually is a
Participant.
Modifications to Compensation definition. The Employer elects to modify the
Compensation definition elected in (a), (b) or (c) as follows. (Choose one or
more of (f) through (n) as applicable. If the Employer elects to allocate its
nonelective contribution under Plan Section 3.04 using permitted disparity, (i),
(j), (k) and (l) do not apply):
[X] (f) Fringe benefits. The Plan excludes all reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses, deferred
compensation and welfare benefits.
[ ] (g) Elective Contributions. The Plan excludes a Participant's Elective
Contributions. See Plan Section 1.07(D).
[ ] (h) Exclusion. The Plan excludes Compensation in excess of: ______
______.
[ ] (i) Bonuses. The Plan excludes bonuses.
[ ] (j) Overtime. The Plan excludes overtime.
[ ] (k) Commissions. The Plan excludes commissions.
[ ] (l) Nonelective contributions. The following modifications apply to the
definition of Compensation for nonelective contributions: __________.
[ ] (m) Deferral contributions. The following modifications apply to the
definition of Compensation for deferral contributions: __________.
[ ] (n) Matching contributions. The following modifications apply to the
definition of Compensation for matching contributions: __________.
5. PLAN YEAR/LIMITATION YEAR (1.24). Plan Year and Limitation Year mean the
12-consecutive month period (except for a short Plan Year) ending every: (Choose
(a) or (b). Choose (c) if applicable)
[X] (a) December 31.
[ ] (b) Other: __________.
[ ] (c) Short Plan Year: commencing on: __________ and ending on: __________.
6. EFFECTIVE DATE (1.10). The Employer's adoption of the Plan is a: (Choose
one of (a) or (b))
[ ] (a) New Plan. The Effective Date of the Plan is: __________.
[X] (b) Restated Plan. The restated Effective Date is: January 1, 1997 (GUST) .
This Plan is an amendment and restatement of an existing retirement plan(s)
originally established effective as of: July 1, 1985.
7. HOUR OF SERVICE/ELAPSED TIME METHOD (1.15). The crediting method for Hours
of Service is: (Choose one or more of (a) through (d) as applicable)
[ ] (a) Actual Method. See Plan Section 1.15(B).
[X] (b) Equivalency Method. The Equivalency Method is: monthly equivalency
method . [Note: 00 Insert "daily," "weekly," "semi-monthly payroll periods"
or "monthly."] See Plan Section 1.15(C).
[X] (c) Combination Method. In lieu of the Equivalency Method specified in (b),
the Actual Method 00 applies for purposes of: hourly paid employees .
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[ ] (d) Elapsed Time Method. In lieu of crediting Hours of Service, the
Elapsed Time Method 00 applies for purposes of crediting Service for:
(Choose one or more of (1), (2) or (3) as applicable)
[ ] (1) Eligibility under Article II.
[ ] (2) Vesting under Article V.
[ ] (3) Contribution allocations under Article III.
8. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
the Plan must credit by 00 reason of Section 1.30 of the Plan, the Plan credits
as Service under this Plan, service with the following 00 predecessor
employer(s): Thrifty Rent-A-Car System, Inc.; Snappy Car Rental, Inc.; Dollar
Rent A Car 00 Systems, Inc.; Dollar Systems, Inc.; Dollar Operations, Inc.;
SCAMP Auto Rental I, Inc.; and Chyrsler 00 Corporation .8 p.33
[Note: If the Plan does not credit any additional predecessor service under this
Section 1.30, insert "N/A" in 00 the blank line. The Employer also may elect to
credit predecessor service with specified Participating Employers only. See the
Participation Agreement.] Service with the designated predecessor employer(s)
applies: (Choose one or more of (a) through (d) as applicable)
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[X] (d) Exceptions. Except for the following Service: For SCAMP Auto Rental I,
Inc., only service 00 while a wholly owned subsidiary of Chyrsler
Corporation .
ARTICLE II 00
ELIGIBILITY REQUIREMENTS
9. ELIGIBILITY (2.01).9 p.33
Eligibility conditions. To become a Participant in the Plan, an Employee must
satisfy the following eligibility 00 conditions: (Choose one or more of (a)
through (e) as applicable) [Note: If the Employer does not elect (c), the
Employer's elections under (a) and (b) apply to all types of contributions. The
Employer as to deferral 00 contributions may not elect (b)(2) and may not elect
more than 12 months in (b)(4) and (b)(5).]
[X] (a) Age. Attainment of age 21 (not to exceed age 21).
[X] (b) Service. Service requirement. (Choose one of (1) through (5))
[X] (1) One Year of Service.
[ ] (2) Two Years of Service, without an intervening Break in Service.
See Plan Section 2.03(A).
[ ] (3) One Hour of Service (immediate completion of Service
requirement). The Employee satisfies the Service requirement on
his/her Employment Commencement Date.
[ ] (4) __________ months (not exceeding 24).
[ ] (5) An Employee must complete __________ Hours of Service within the
__________ time period following the Employee's Employment
Commencement Date. If an Employee does not complete the stated Hours
of Service during the specified time period (if any), the Employee is
subject to the One Year of Service requirement. [Note: The number of
hours may not exceed 1,000 and the time period may not exceed 24
months. If the Plan does not require the Employee to satisfy the Hours
of Service requirement within a specified time period, insert "N/A" in
the second blank line.]
[ ] (c) Alternative 401(k)/401(m) eligibility conditions. In lieu of the
elections in (a) and (b), the Employer elects the following eligibility
conditions for the following types of contributions: (Choose (1) or (2) or
both if the Employer wishes to impose less restrictive eligibility
conditions for deferral/Employee contributions or for matching
contributions)
(1) [ ] Deferral/Employee contributions: (Choose one of a. through d.
Choose e. if applicable)
a. [ ] One Year of Service
b. [ ] One Hour of Service (immediate completion of Service requirement)
c. [ ] __________ months (not exceeding 12)
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d. [ ] An Employee must complete __________ Hours of Service within the
__________ time period following an Employee's Employment
Commencement Date. If an Employee does not complete the stated
Hours of Service during the specified time period (if any), the
Employee is subject to the One Year of Service requirement.
[Note: The number of hours may not exceed 1,000 and the time
period may not exceed 12 months. If the Plan does not require the
Employee to satisfy the Hours of Service requirement within a
specified time period, insert "N/A" in the second blank line.]
e. [ ] Age __________ (not exceeding age 21)
(2) [ ] Matching contributions: (Choose one of f. through i. Choose j.
if applicable)
f. [ ] One Year of Service
g. [ ] One Hour of Service (immediate completion of Service requirement)
h. [ ] __________ months (not exceeding 24)
i. [ ] An Employee must complete __________ Hours of Service within
the __________ time period following an Employee's Employment
Commencement Date. If an Employee does not complete the stated
Hours of Service during the specified time period (if any), the
Employee is subject to the One Year of Service requirement.
[Note: The number of hours may not exceed 1,000 and the time
period may not exceed 24 months. If the Plan does not require the
Employee to satisfy the Hours of Service requirement within a
specified time period, insert "N/A" in the second blank line.
j. [ ] Age __________ (not exceeding age 21)
[ ] (d) Service requirements: __________.
[Note: Any Service requirement the Employer elects in (d) must be available
under other Adoption Agreement elections or a combination thereof.]
[ ] (e) Dual eligibility. The eligibility conditions of this Section 2.01 apply
solely to an Employee employed by the Employer after __________. If the
Employee was employed by the Employer by the specified date, the Employee
will become a Participant on the latest of: (i) the Effective Date; (ii)
the restated Effective Date; (iii) the Employee's Employment Commencement
Date; or (iv) on the date the Employee attains age __________ (not
exceeding age 21).
Plan Entry Date. "Plan Entry Date" means the Effective Date and: (Choose one of
(f) through (j). Choose (k) if applicable) [Note: If the Employer does not elect
(k), the elections under (f) through (j) apply to all types of contributions.
The Employer must elect at least one Entry Date per Plan Year.]
[ ] (f) Semi-annual Entry Dates. The first day of the Plan Year and the first
day of the seventh month of the Plan Year.
[ ] (g) The first day of the Plan Year.
[ ] (h) Employment Commencement Date (immediate eligibility).
[X] (i) The first day of each: Month (e.g., "Plan Year quarter").
[ ] (j) The following Plan Entry Dates: __________.
[ ] (k) Alternative 401(k)/401(m) Plan Entry Date(s). For the alternative
401(k)/401(m) eligibility conditions under (c), Plan Entry Date means:
(Choose (1) or (2) or both as applicable)
(1) [ ] Deferral/Employee contributions (2) [ ] Matching contributions
(Choose one of a. through d.) (Choose one of e. through h.)
a. [ ] Semi-annual Entry Dates e. [ ] Semi-annual Entry Dates
b. [ ] The first day of the Plan Year f. [ ] The first day of the Plan Year
c. [ ] Employment Commencement Date g. [ ] Employment Commencement Date
(immediate eligibility) (immediate eligibility)
d. [ ] The first day of each: ________ h. [ ] The first day of each: ________
Time of participation. An Employee will become a Participant, unless excluded
under Section 1.11, on the Plan Entry Date (if employed on that date): (Choose
one of (l), (m) or (n). Choose (o) if applicable): [Note: If the Employer does
not elect (o), the election under (l), (m) or (n) applies to all types of
contributions.]
[X] (l) Immediately following or coincident with
[ ] (m) Immediately preceding or coincident with
[ ] (n) Nearest
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[ ] (o) Alternative 401(k)/401(m) election(s): (Choose (1) or (2) or both as
applicable)
(1) [ ] Deferral contributions (2) [ ] Matching contributions
(Choose one of b., c. or d.)
a. [ ] Immediately following b. [ ] Immediately following
or coincident with or coincident with
c. [ ] Immediately preceding
or coincident with
d. [ ] Nearest
the date the Employee completes the eligibility conditions described in this
Section 2.01. [Note: Unless otherwise excluded under Section 1.11, an Employee
must become a Participant by the earlier of: (1) the first day of the Plan Year
beginning after the date the Employee completes the age and service requirements
of Code ss.410(a); or (2) 6 months after the date the Employee completes those
requirements.]
10. YEAR OF SERVICE - ELIGIBILITY (2.02). (Choose (a) and (b) as applicable):
[Note: If the Employer does not elect a Year of Service condition or elects the
Elapsed Time Method, the Employer should not complete (a) or (b).]
[X] (a) Year of Service. An Employee must complete 1000 Hour(s) of Service
during an eligibility computation period to receive credit for a Year of
Service under Article II: [Note: The number may not exceed 1,000. If left
blank, the requirement is 1,000.]
[X] (b) Eligibility computation period. After the initial eligibility
computation period described in Plan Section 2.02, the Plan measures the
eligibility computation period as: (Choose one of (1) or (2))
[X] (1) The Plan Year beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.
[ ] (2) The 12-consecutive month period beginning with each anniversary
of the Employee's Employment Commencement Date.
11. PARTICIPATION - BREAK IN SERVICE (2.03). The one year hold-out rule
described in Plan Section 2.03(B): (Choose one of (a), (b) or (c))
[X] (a) Not applicable. Does not apply to the Plan.
[ ] (b) Applicable. Applies to the Plan and to all Participants.
[ ] (c) Limited application. Applies to the Plan, but only to a Participant
who has incurred a Separation from Service.
12. ELECTION NOT TO PARTICIPATE (2.06). The Plan: (Choose one of (a) or (b))
[X] (a) Election not permitted. Does not permit an eligible Employee to elect
not to participate.
[ ] (b) Irrevocable election. Permits an Employee to elect not to participate
if the Employee makes a one-time irrevocable election prior to the
Employee's Plan Entry Date.
ARTICLE III
EMPLOYER CONTRIBUTIONS, DEFERRAL CONTRIBUTIONS AND FORFEITURES
13. AMOUNT AND TYPE (3.01). The amount and type(s) of the Employer's
contribution to the Trust for a Plan Year or other specified period will equal:
(Choose one or more of (a) through (f) as applicable)13 p.55
[X] (a) Deferral contributions (401(k) arrangement). The dollar or percentage
amount by which each Participant has elected to reduce his/her
Compensation, as provided in the Participant's salary reduction agreement
and in accordance with Section 3.02.
[X] (b) Matching contributions (other than safe harbor matching contributions
under Section 3.01(d)). The matching contributions made in accordance with
Section 3.03.
[X] (c) Nonelective contributions (profit sharing). The following nonelective
contribution (Choose (1) or (2) or both as applicable): [Note: The Employer
may designate as a qualified nonelective contribution, all or any portion
of its nonelective contribution. See Plan Section 3.04(F).]
[X] (1) Discretionary. An amount the Employer in its sole discretion may
determine.
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[ ] (2) Fixed. The following amount: __________
[X] (d) 401(k) safe harbor contributions. The following 401(k) safe harbor
contributions described in Plan Section 14.02(D): (Choose one of (1), (2)
or (3). Choose (4), if applicable)
[ ] (1) Safe harbor nonelective contribution. The safe harbor
nonelective contribution equals _____% of a Participant's Compensation
[Note: the amount in the blank must be at least 3%.].
[ ] (2) Basic safe harbor matching contribution. A matching contribution
equal to 100% of each Participant's deferral contributions not
exceeding 3% of the Participant's Compensation, plus 50% of each
Participant's deferral contributions in excess of 3% but not in excess
of 5% of the Participant's Compensation. For this purpose,
"Compensation" means Compensation for: __________. [Note: The Employer
must complete the blank line with the applicable time period for
computing the Employer's basic safe harbor match, such as "each
payroll period," "each month," "each Plan Year quarter" or "the Plan
Year".]
[X] (3) Enhanced safe harbor matching contribution. (Choose one of a. or
b.).
[X] a. Uniform percentage. An amount equal to 100 % of each
Participant's deferral contributions not exceeding 6 % of the
Participant's Compensation. For this purpose, "Compensation"
means Compensation for: Payroll Period . [See the Note in
(d)(2).]
[ ] b. Tiered formula. An amount equal to the specified matching
percentage for the corresponding level of each Participant's
deferral contribution percentage. For this purpose,
"Compensation" means Compensation for: . [See the Note in
(d)(2).]
Deferral Contribution Percentage Matching Percentage
-------------------------------- -------------------
__________ __________
__________ __________
__________ __________
[Note: The matching percentage may not increase as the deferral contribution
percentage increases and the enhanced matching formula otherwise must satisfy
the requirements of Code ss.ss.401(k)(12)(B)(ii) and (iii). If the Employer
wishes to avoid ACP testing on its enhanced safe harbor matching contribution,
the Employer also must limit deferral contributions taken into account (the
"Deferral Contribution Percentage") for the matching contribution to 6% of Plan
Year Compensation.]
[ ] (4) Another plan. The Employer will satisfy the 401(k) safe harbor
contribution in the following plan: __________.
[ ] (e) Davis-Bacon contributions. The amount(s) specified for the applicable
Plan Year or other applicable period in the Employer's Davis-Bacon
contract(s). The Employer will make a contribution only to Participants
covered by the contract and only with respect to Compensation paid under
the contract. If the Participant accrues an allocation of nonelective
contributions (including forfeitures) under the Plan in addition to the
Davis-Bacon contribution, the Plan Administrator will: (Choose one of (1)
or (2))
[ ] (1) Not reduce the Participant's nonelective contribution allocation
by the Davis-Bacon contribution.
[ ] (2) Reduce the Participant's nonelective contribution allocation by
the Davis-Bacon contribution.
[ ] (f) Frozen Plan. This Plan is a frozen Plan effective: __________. For
any period following the specified date, the Employer will not contribute
to the Plan, a Participant may not contribute and an otherwise eligible
Employee will not become a Participant in the Plan.
14. DEFERRAL CONTRIBUTIONS (3.02). The following limitations and terms apply
to an Employee's deferral contributions: (If the Employer elects Section
3.01(a), the Employer must elect (a). Choose (b) or (c) as applicable)14 p.66
[X] (a) Limitation on amount. An Employee's deferral contributions are subject
to the following limitation(s) in addition to those imposed by the Code:
(Choose (1), (2) or (3) as applicable)
[ ] (1) Maximum deferral amount: __________.
[ ] (2) Minimum deferral amount: __________.
[X] (3) No limitations.
For the Plan Year in which an Employee first becomes a Participant, the Plan
Administrator will apply any percentage limitation the Employer elects in (1) or
(2) to the Employee's Compensation: (Choose one of (4) or (5) unless the
Employer elects (3))
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[ ] (4) Only for the portion of the Plan Year in which the Employee
actually is a Participant.
[ ] (5) For the entire Plan Year.
[ ] (b) Negative deferral election. The Employer will withhold _____% from
the Participant's Compensation unless the Participant elects a lesser
percentage (including zero) under his/her salary reduction agreement. See
Plan Section 14.02(C). The negative election will apply to: (Choose one of
(1) or (2))
[ ] (1) All Participants who have not deferred at least the automatic
deferral amount as of: __________.
[ ] (2) Each Employee whose Plan Entry Date is on or following the
negative election effective date.
[X] (c) Cash or deferred contributions. For each Plan Year for which the
Employer makes a designated cash or deferred contribution under Plan
Section 14.02(B), a Participant may elect to receive directly in cash not
more than the following portion (or, if less, the 402(g) limitation) of
his/her proportionate share of that cash or deferred contribution: (Choose
one of (1) or (2))
[X] (1) All or any portion. [ ] (2) _____%.
Modification/revocation of salary reduction agreement. A Participant
prospectively may modify or revoke a salary reduction agreement, or may file a
new salary reduction agreement following a prior revocation, at least once per
Plan Year or during any election period specified by the basic plan document or
required by the Internal Revenue Service. The Plan Administrator also may
provide for more frequent elections in the Plan's salary reduction agreement
form.
15. MATCHING CONTRIBUTIONS (INCLUDING ADDITIONAL SAFE HARBOR MATCH UNDER PLAN
SECTION 14.02(D)(3)) (3.03). The Employer matching contribution is: (If the
Employer elects Section 3.01(b), the Employer must elect one or more of (a), (b)
or (c) as applicable. Choose (d) if applicable)15 p.77
[ ] (a) Fixed formula. An amount equal to _____% of each Participant's
deferral contributions.
[X] (b) Discretionary formula. An amount (or additional amount) equal to a
matching percentage the Employer from time to time may deem advisable of
the Participant's deferral contributions. The Employer, in its sole
discretion, may designate as a qualified matching contribution, all or any
portion of its discretionary matching contribution. The portion of the
Employer's discretionary matching contribution for a Plan Year not
designated as a qualified matching contribution is a regular matching
contribution.
[ ] (c) Multiple level formula. An amount equal to the following percentages
for each level of the Participant's deferral contributions. [Note: The
matching percentage only will apply to deferral contributions in excess of
the previous level and not in excess of the stated deferral contribution
percentage.]
Deferral Contributions Matching Percentage
---------------------- -------------------
__________ __________
__________ __________
__________ __________
[ ] (d) Related Employers. If two or more Related Employers contribute to
this Plan, the Plan Administrator will allocate matching contributions and
matching contribution forfeitures only to the Participants directly
employed by the contributing Employer. The matching contribution formula
for the other Related Employer(s) is: . [Note: If the Employer does not
elect (d), the Plan Administrator will allocate all matching contributions
and matching forfeitures without regard to which contributing Related
Employer directly employs the Participant.]
Time period for matching contributions. The Employer will determine its matching
contribution based on deferral contributions made during each: (Choose one of
(e) through (h))
[ ] (e) Plan Year.
[ ] (f) Plan Year quarter.
[X] (g) Payroll period.
[ ] (h) Alternative time period: __________. [Note: Any alternative time
period the Employer elects in (h) must be the same for all Participants and
may not exceed the Plan Year.]
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Deferral contributions taken into account. In determining a Participant's
deferral contributions taken into account for the above-specified time period
under the matching contribution formula, the following limitations apply:
(Choose one of (i), (j) or (k))
[ ] (i) All deferral contributions. The Plan Administrator will take into
account all deferral contributions.
[X] (j) Specific limitation. The Plan Administrator will disregard deferral
contributions exceeding 6 % of the Participant's Compensation. [Note: To
avoid the ACP test in a safe harbor 401(k) plan, the Employer must limit
deferrals and Employee contributions which are subject to match to 6% of
Plan Year Compensation.]
[ ] (k) Discretionary. The Plan Administrator will take into account the
deferral contributions as a percentage of the Participant's Compensation as
the Employer determines.
Other matching contribution requirements. The matching contribution formula is
subject to the following additional requirements: (Choose (l) or (m) or both if
applicable)
[X] (l) Matching contribution limits. A Participant's matching contributions
may not exceed: (Choose one of (1) or (2))
[ ] (1) __________. [Note: The Employer may elect (1) to place an
overall dollar or percentage limit on matching contributions.]
[X] (2) 4% of a Participant's Compensation for the Plan Year under the
discretionary matching contribution formula. [Note: The Employer must
elect (2) if it elects a discretionary matching formula with the safe
harbor 401(k) contribution formula and wishes to avoid the ACP test.]
[ ] (m) Qualified matching contributions. The Plan Administrator will
allocate as qualified matching contributions, the matching contributions
specified in Adoption Agreement Section: . The Plan Administrator will
allocate all other matching contributions as regular matching
contributions. [Note: If the Employer elects two matching formulas, the
Employer may use (m) to designate one of the formulas as a qualified
matching contribution.]
16. CONTRIBUTION ALLOCATION (3.04).16 p.88
Employer nonelective contributions (3.04(A)).The Plan Administrator will
allocate the Employer's nonelective contribution under the following
contribution allocation formula: (Choose one of (a), (b) or (c). Choose (d) if
applicable)
[X] (a) Nonintegrated (pro rata) allocation formula.
[ ] (b) Permitted disparity. The following permitted disparity formula and
definitions apply to the Plan: (Choose one of (1) or (2). Also choose (3))
[ ] (1) Two-tiered allocation formula.
[ ] (2) Four-tiered allocation formula.
[ ] (3) For purposes of Section 3.04(b), "Excess Compensation" means
Compensation in excess of: (Choose one of a. or b.)
[ ] a. _____% of the taxable wage base in effect on the first day
of the Plan Year, rounded to the next highest $_____ (not
exceeding the taxable wage base).
[ ] b. The following integration level: __________. [Note: The
integration level cannot exceed the taxable wage base in effect
for the Plan Year for which this Adoption Agreement first is
effective.]
[ ] (c) Uniform points allocation formula. Under the uniform points
allocation formula, a Participant receives: (Choose (1) or both (1) and (2)
as applicable)
[ ] (1) __________ point(s) for each Year of Service. Year of Service
means: __________.
[ ] (2) One point for each $_____ [not to exceed $200] increment of Plan
Year Compensation.
[ ] (d) Incorporation of contribution formula. The Plan Administrator will
allocate the Employer's nonelective contribution under Section(s)
3.01(c)(2), (d)(1) or (e) in accordance with the contribution formula
adopted by the Employer under that Section.
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Qualified nonelective contributions. (3.04(F)). The Plan Administrator will
allocate the Employer's qualified nonelective contributions to: (Choose one of
(e) or (f))
[X] (e) Nonhighly compensated Employees only.
[ ] (f) All Participants.
Related Employers. (Choose (g) if applicable)
[ ] (g) Allocate only to directly employed Participants. If two or more
Related Employers adopt this Plan, the Plan Administrator will allocate all
nonelective contributions and forfeitures attributable to nonelective
contributions only to the Participants directly employed by the
contributing Employer. If a Participant receives Compensation from more
than one contributing Employer, the Plan Administrator will determine the
allocations under this Section 3.04 by prorating the Participant's
Compensation between or among the participating Related Employers. [Note:
If the Employer does not elect 3.04(g), the Plan Administrator will
allocate all nonelective contributions and forfeitures without regard to
which contributing Related Employer directly employs the Participant. The
Employer may not elect 3.04(g) under a safe harbor 401(k) Plan.]
17. FORFEITURE ALLOCATION (3.05). The Plan Administrator will allocate a
Participant forfeiture: (Choose one or more of (a), (b) or (c) as applicable)
[Note: Even if the Employer elects immediate vesting, the Employer should
complete Section 3.05. See Plan Section 9.11.]17 p.99
[X] (a) Matching contribution forfeitures. To the extent attributable to
matching contributions: (Choose one of (1) through (4))
[ ] (1) As a discretionary matching contribution.
[X] (2) To reduce matching contributions.
[ ] (3) As a discretionary nonelective contribution.
[ ] (4) To reduce nonelective contributions.
[X] (b) Nonelective contribution forfeitures. To the extent attributable to
Employer nonelective contributions: (Choose one of (1) through (4))
[ ] (1) As a discretionary nonelective contribution.
[ ] (2) To reduce nonelective contributions.
[ ] (3) As a discretionary matching contribution.
[X] (4) To reduce matching contributions.
[X] (c) Reduce administrative expenses. First to reduce the Plan's ordinary and
necessary administrative expenses for the Plan Year and then allocate any
remaining forfeitures in the manner described in Sections 3.05(a) or (b) as
applicable.
Timing of forfeiture allocation. The Plan Administrator will allocate
forfeitures under Section 3.05 in the Plan Year: (Choose one of (d) or (e))
[ ] (d) In which the forfeiture occurs.
[X] (e) Immediately following the Plan Year in which the forfeiture occurs.
18. ALLOCATION CONDITIONS (3.06).18 p.99
Allocation conditions. The Plan does not apply any allocation conditions to
deferral contributions, 401(k) safe harbor contributions (under Section 3.01(d))
or to Davis-Bacon contributions (except as the Davis-Bacon contract provides).
To receive an allocation of matching contributions, nonelective contributions,
qualified nonelective contributions or Participant forfeitures, a Participant
must satisfy the following allocation condition(s): (Choose one or more of (a)
through (i) as applicable)
[X] (a) Hours of Service condition. The Participant must complete at least the
specified number of Hours of Service (not exceeding 1,000) during the Plan
Year: 1000 .
[X] (b) Employment condition. The Participant must be employed by the Employer
on the last day of the plan year (designate time period).
(C) Copyright 2001 Bank of Oklahoma, N.A.
9
[ ] (c) No allocation conditions.
[ ] (d) Elapsed Time Method. The Participant must complete at least the
specified number (not exceeding 182) of consecutive calendar days of
employment with the Employer during the Plan Year: __________.
[ ] (e) Termination of Service/501 Hours of Service coverage rule. The
Participant either must be employed by the Employer on the last day of the
Plan Year or must complete at least 501 Hours of Service during the Plan
Year. If the Plan uses the Elapsed Time Method of crediting Service, the
Participant must complete at least 91 consecutive calendar days of
employment with the Employer during the Plan Year.
[ ] (f) Special allocation conditions for matching contributions. The
Participant must complete at least Hours of Service during the __________
(designate time period) for the matching contributions made for that time
period.
[ ] (g) Death, Disability or Normal Retirement Age. Any condition specified
in Section 3.06 _____ applies if the Participant incurs a Separation from
Service during the Plan Year on account of: __________ (e.g., death,
Disability or Normal Retirement Age).
[X] (h) Suspension of allocation conditions for coverage. The suspension of
allocation conditions of Plan Section 3.06(E) applies to the Plan.
[X] (i) Limited allocation conditions. The Plan does not impose an allocation
condition for the following types of contributions: Employer Matching
Contributions . [Note: Any election to limit the Plan's allocation
conditions to certain contributions must be the same for all Participants,
be definitely determinable and not discriminate in favor of Highly
Compensated Employees.]
ARTICLE IV
PARTICIPANT CONTRIBUTIONS
19. EMPLOYEE (AFTER TAX) CONTRIBUTIONS (4.02). The following elections apply to
Employee contributions: (Choose one of (a) or (b). Choose (c) if applicable) 19
p.1010
[X] (a) Not permitted. The Plan does not permit Employee contributions.
[ ] (b) Permitted. The Plan permits Employee contributions subject to the
following limitations: __________. [Note: Any designated limitation(s) must
be the same for all Participants, be definitely determinable and not
discriminate in favor of Highly Compensated Employees.]
[ ] (c) Matching contribution. For each Plan Year, the Employer's matching
contribution made with respect to Employee contributions is: __________.
ARTICLE V
VESTING REQUIREMENTS
20. NORMAL/EARLY RETIREMENT AGE (5.01). A Participant attains Normal Retirement
Age (or Early Retirement Age, if applicable) under the Plan on the following
date: (Choose one of (a) or (b). Choose (c) if applicable)20 p.1010
[X] (a) Specific age. The date the Participant attains age 65. [Note: The age
may not exceed age 65.]
[ ] (b) Age/participation. The later of the date the Participant attains
_____ years of age or the _____ anniversary of the first day of the Plan
Year in which the Participant commenced participation in the Plan. [Note:
The age may not exceed age 65 and the anniversary may not exceed the 5th.]
[ ] (c) Early Retirement Age. Early Retirement Age is the later of: (i) the
date a Participant attains age _____ or (ii) the date a Participant reaches
his/her ________ anniversary of the first day of the Plan Year in which the
Participant commenced participation in the Plan.
21. PARTICIPANT'S DEATH OR DISABILITY (5.02). The 100% vesting rule under Plan
Section 5.02 does not apply to: (Choose (a) or (b) or both as applicable)
[ ] (a) Death.
[ ] (b) Disability.
(C) Copyright 2001 Bank of Oklahoma, N.A.
10
22. VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all
times in his/her deferral contributions, qualified nonelective contributions,
qualified matching contributions, 401(k) safe harbor contributions and
Davis-Bacon contributions (unless otherwise indicated in (f)). The following
vesting schedule applies to Employer regular matching contributions and to
Employer nonelective contributions: (Choose (a) or choose one or more of (b)
through (f) as applicable)22 p.1111
[ ] (a) Immediate vesting. 100% Vested at all times. [Note: The Employer must
elect (a) if the Service condition under Section 2.01 exceeds One Year of
Service or more than twelve months.]
[X] (b) Top-heavy vesting schedules. [Note: The Employer must choose one of
(b)(1), (2) or (3) if it does not elect (a).]
[ ] (1) 6-year graded as specified in the Plan.
[ ] (2) 3-year cliff as specified in the Plan.
[X] (3) Modified top-heavy schedule
Years of Vested
Service Percentage
------- ----------
Less than 1 ................... 0%
-
1 .......................... 20%
--
2 .......................... 40%
--
3 .......................... 60%
--
4 .......................... 80%
--
5 .......................... 100%
---
6 or more .................. 100%
[ ] (c) Non-top-heavy vesting schedules. [Note: The Employer may elect one of
(c)(1), (2) or (3) in addition to (b).]
[ ] (1) 7-year graded as specified in the Plan.
[ ] (2) 5-year cliff as specified in the Plan.
[ ] (3) Modified non-top-heavy schedule
Years of Vested
Service Percentage
------- ----------
Less than 1 ................... ____%
1 .......................... ____%
2 .......................... ____%
3 .......................... ____%
4 .......................... ____%
5 .......................... ____%
6 .......................... ____%
7 or more .................. 100%
If the Employer does not elect (c), the vesting schedule elected in (b) applies
to all Plan Years. [Note: The modified top-heavy schedule of (b)(3) must satisfy
Code ss.416. If the Employer elects (c)(3), the modified non-top-heavy schedule
must satisfy Code ss.411(a)(2).]
[ ] (d) Separate vesting election for regular matching contributions. In lieu
of the election under (a), (b) or (c), the following vesting schedule
applies to a Participant's regular matching contributions: (Choose one of
(1) or (2))
[ ] (1) 100% Vested at all times.
[ ] (2) Regular matching vesting schedule: __________.
(C) Copyright 2001 Bank of Oklahoma, N.A.
11
[Note: The vesting schedule completed under (d)(2) must comply with
Code ss.411(a)(4).]
[ ] (e) Application of top-heavy schedule. The non-top-heavy schedule elected
under (c) applies in all Plan Years in which the Plan is not a top-heavy
plan. [Note: If the Employer does not elect (e), the top-heavy vesting
schedule will apply for the first Plan Year in which the Plan is top-heavy
and then in all subsequent Plan Years.]
[ ] (f) Special vesting provisions: __________. [Note: Any special vesting
provision must satisfy Code ss.411(a). Any special vesting provision must
be definitely determinable, not discriminate in favor of Highly Compensated
Employees and not violate Code ss.401(a)(4).]
23. YEAR OF SERVICE - VESTING (5.06). (Choose (a) and (b)): [Note: If the
Employer elects the Elapsed Time Method or elects immediate vesting, the
Employer should not complete (a) or (b).]
[X] (a) Year of Service. An Employee must complete at least 1000 Hours of
Service during a vesting computation period to receive credit for a Year of
Service under Article V. [Note: The number may not exceed 1,000. If left
blank, the requirement is 1,000.]
[X] (b) Vesting computation period. The Plan measures a Year of Service on the
basis of the following 12-consecutive month period: (Choose one of (1) or
(2))
[ ] (1) Plan Year.
[X] (2) Employment year (anniversary of Employment Commencement Date).
24. EXCLUDED YEARS OF SERVICE - VESTING (5.08). The Plan excludes the following
Years of Service for purposes of vesting: (Choose (a) or choose one or more of
(b) through (f) as applicable)24 p.1212
[X] (a) None. None other than as specified in Plan Section 5.08(a).
[ ] (b) Age 18. Any Year of Service before the Year of Service during which
the Participant attained the age of 18.
[ ] (c) Prior to Plan establishment. Any Year of Service during the period
the Employer did not maintain this Plan or a predecessor plan.
[ ] (d) Parity Break in Service. Any Year of Service excluded under the rule
of parity. See Plan Section 5.10.
[ ] (e) Prior Plan terms. Any Year of Service disregarded under the terms of
the Plan as in effect prior to this restated Plan.
[ ] (f) Additional exclusions. Any Year of Service before: __________.
[Note: Any exclusion specified under (f) must comply with Code
ss.411(a)(4). Any exclusion must be definitely determinable, not
discriminate in favor of Highly Compensated Employees and not violate
Code ss.401(a)(4). If the Employer elects immediate vesting, the
Employer should not complete Section 5.08.]
ARTICLE VI
DISTRIBUTION OF ACCOUNT BALANCE
25. TIME OF PAYMENT OF ACCOUNT BALANCE (6.01). The following time of
distribution elections apply to the Plan:25 p.1212
Separation from Service/Vested Account Balance not exceeding $5,000. Subject to
the limitations of Plan Section 6.01(A)(1), the Trustee will distribute in a
lump sum (regardless of the Employer's election under Section 6.04) a separated
Participant's Vested Account Balance not exceeding $5,000: (Choose one of (a)
through (d))
[X] (a) Immediate. As soon as administratively practicable following the
Participant's Separation from Service.
[ ] (b) Designated Plan Year. As soon as administratively practicable in the
__________ Plan Year beginning after the Participant's Separation from
Service.
[ ] (c) Designated Plan Year quarter. As soon as administratively practicable
in the __________ Plan Year quarter beginning after the Participant's
Separation from Service.
[ ] (d) Designated distribution. As soon as administratively practicable in
the: __________ following the Participant's Separation from Service. [Note:
The designated distribution time must be the same for all Participants, be
definitely determinable, not discriminate in favor of Highly Compensated
Employees and not violate Code ss.401(a)(4).]
(C) Copyright 2001 Bank of Oklahoma, N.A.
12
Separation from Service/Vested Account Balance exceeding $5,000. A separated
Participant whose Vested Account Balance exceeds $5,000 may elect to commence
distribution of his/her Vested Account Balance no earlier than:
(Choose one of (e) through (i). Choose (j) if applicable)
[X] (e) Immediate. As soon as administratively practicable following the
Participant's Separation from Service.
[ ] (f) Designated Plan Year. As soon as administratively practicable in the
__________ Plan Year beginning after the Participant's Separation from
Service.
[ ] (g) Designated Plan Year quarter. As soon as administratively practicable
in the __________ Plan Year quarter following the Plan Year quarter in
which the Participant elects to receive a distribution.
[ ] (h) Normal Retirement Age. As soon as administratively practicable after
the close of the Plan Year in which the Participant attains Normal
Retirement Age and within the time required under Plan Section 6.01(A)(2).
[ ] (i) Designated distribution. As soon as administratively practicable in
the: __________ following the Participant's Separation from Service. [Note:
The designated distribution time must be the same for all Participants, be
definitely determinable, not discriminate in favor of Highly Compensated
Employees and not violate Code ss.401(a)(4).]
[ ] (j) Limitation on Participant's right to delay distribution. A
Participant may not elect to delay commencement of distribution of his/her
Vested Account Balance beyond the later of attainment of age 62 or Normal
Retirement Age. [Note: If the Employer does not elect (j), the Plan permits
a Participant who has Separated from Service to delay distribution until
his/her required beginning date. See Plan Section 6.01(A)(2).]
Participant elections prior to Separation from Service. A Participant, prior to
Separation from Service may elect any of the following distribution options in
accordance with Plan Section 6.01(C). (Choose (k) or choose one or more of (l)
through (o) as applicable). [Note: If the Employer elects any in-service
distributions option, a Participant may elect to receive one in-service
distribution per Plan Year unless the Plan's in-service distribution form
provides for more frequent in-service distributions.]
[ ] (k) None. A Participant does not have any distribution option prior to
Separation from Service, except as may be provided under Plan Section
6.01(C).
[X] (l) Deferral contributions. Distribution of all or any portion (as
permitted by the Plan) of a Participant's Account Balance attributable to
deferral contributions if: (Choose one or more of (1), (2) or (3) as
applicable)
[X] (1) Hardship (safe harbor hardship rule). The Participant has incurred
a hardship in accordance with Plan Sections 6.09 and 14.11(A).
[X] (2) Age. The Participant has attained age 65 (Must be at least age 59
1/2).
[ ] (3) Disability. The Participant has incurred a Disability.
[X] (m) Qualified nonelective contributions/qualified matching
contributions/safe harbor contributions. Distribution of all or any portion
of a Participant's Account Balance attributable to qualified nonelective
contributions, to qualified matching contributions, or to 401(k) safe
harbor contributions if: (Choose (1) or (2) or both as applicable)
[X] (1) Age. The Participant has attained age 65 (Must be at least age 59
1/2).
[ ] (2) Disability. The Participant has incurred a Disability.
[X] (n) Nonelective contributions/regular matching contributions. Distribution
of all or any portion of a Participant's Vested Account Balance
attributable to nonelective contributions or to regular matching
contributions if: (Choose one or more of (1) through (5) as applicable)
[X] (1) Age/Service conditions. (Choose one or more of a. through d. as
applicable):
[ ] a. Age. The Participant has attained age _____.
[ ] b. Two-year allocations. The Plan Administrator has allocated
the contributions to be distributed for a period of not less than
__________ Plan Years before the distribution date. [Note: The
minimum number of years is 2.]
[X] c. Five years of participation. The Participant has participated
in the Plan for at least 5 Plan Years. [Note: The minimum number
of years is 5.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
13
[X] d. Vested. The Participant is 100 % Vested in his/her Account
Balance. See Plan Section 5.03(A). [Note: If an Employer makes
more than one election under Section 6.01(n)(1), a Participant
must satisfy all conditions before the Participant is eligible
for the distribution.]
[ ] (2) Hardship. The Participant has incurred a hardship in accordance
with Plan Section 6.09.
[ ] (3) Hardship (safe harbor hardship rule). The Participant has
incurred a hardship in accordance with Plan Sections 6.09 and
14.11(A).
[ ] (4) Disability. The Participant has incurred a Disability.
[X] (5) Designated condition. The Participant has satisfied the following
condition(s): Attained age 65 . [Note: Any designated condition(s)
must be the same for all Participants, be definitely determinable and
not discriminate in favor of Highly Compensated Employees.]
[X] (o) Participant contributions. Distribution of all or any portion of a
Participant's Account Balance attributable to the following Participant
contributions described in Plan Section 4.01: (Choose one of (1), (2) or
(3))
[ ] (1) All Participant contributions.
[ ] (2) Employee contributions only.
[X] (3) Rollover contributions only.
Participant loan default/offset. See Section 6.08 of the Plan.
26. DISTRIBUTION METHOD (6.03). A separated Participant whose Vested Account
Balance exceeds $5,000 may elect distribution under one of the following
method(s) of distribution described in Plan Section 6.03: (Choose one or more of
(a) through (d) as applicable)26 p.1414
[X] (a) Lump sum.
[ ] (b) Installments.
[X] (c) Installments for required minimum distributions only.
[ ] (d ) Annuity distribution option(s): __________.
[Note: Any optional method of distribution may not be subject to
Employer, Plan Administrator or Trustee discretion.]
27. JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor
annuity distribution requirements of Plan Section 6.04: (Choose one of (a) or
(b))
[X] (a) Profit sharing plan exception. Do not apply to a Participant, unless
the Participant is a Participant described in Section 6.04(H) of the Plan.
[ ] (b) Applicable. Apply to all Participants.
ARTICLE IX
PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
28. ALLOCATION OF NET INCOME, GAIN OR LOSS (9.08). For each type of
contribution provided under the Plan, the Plan allocates net income, gain or
loss using the following method: (Choose one or more of (a) through (e) as
applicable)
[X] (a) Deferral contributions/Employee contributions. (Choose one or more of
(1) through (5) as applicable)
[X] (1) Daily valuation method. Allocate on each business day of the Plan
Year during which Plan assets for which there is an established market
are valued and the Trustee is conducting business.
[ ] (2) Balance forward method. Allocate using the balance forward
method.
[ ] (3) Weighted average method. Allocate u sing the weighted average
method, based on the following weighting period: __________. See Plan
Section 14.12.
[ ] (4) Balance forward method with adjustment. Allocate pursuant to the
balance forward method, except treat as part of the relevant Account
at the beginning of the valuation period _____% of the contributions
made during the following valuation period: __________.
(C) Copyright 2001 Bank of Oklahoma, N.A.
14
[ ] (5) Individual account method. Allocate using the individual account
method. See Plan Section 9.08.
[X] (b) Matching contributions. (Choose one or more of (1) through (5) as
applicable)
[X] (1) Daily valuation method. Allocate on each business day of the Plan
Year during which Plan assets for which there is an established market
are valued and the Trustee is conducting business.
[ ] (2) Balance forward method. Allocate using the balance forward
method.
[ ] (3) Weighted average method. Allocate using the weighted average
method, based on the following weighting period: __________. See Plan
Section 14.12.
[ ] (4) Balance forward method with adjustment. Allocate pursuant to the
balance forward method, except treat as part of the relevant Account
at the beginning of the valuation period _____% of the contributions
made during the following valuation period: __________.
[ ] (5) Individual account method. Allocate using the individual account
method. See Plan Section 9.08.
[X] (c) Employer nonelective contributions. (Choose one or more of (1) through
(5) as applicable)
[X] (1) Daily valuation method. Allocate on each business day of the Plan
Year during which Plan assets for which there is an established market
are valued and the Trustee is conducting business.
[ ] (2) Balance forward method. Allocate using the balance forward
method.
[ ] (3) Weighted average method. Allocate using the weighted average
method, based on the following weighting period: __________. See Plan
Section 14.12.
[ ] (4) Balance forward method with adjustment. Allocate pursuant to the
balance forward method, except treat as part of the relevant Account
at the beginning of the valuation period _____% of the contributions
made during the following valuation period: __________.
[ ] (5) Individual account method. Allocate using the individual account
method. See Plan Section 9.08.
[ ] (d) Specified method. Allocate pursuant to the following method:
__________.
[Note: The specified method must be a definite predetermined formula which
is not based on Compensation, which satisfies the nondiscrimination
requirements of Treas. Reg. ss.1.401(a)(4) and which is applied uniformly
to all Participants.]
[ ] (e) Interest rate factor. In accordance with Plan Section 9.08(E), the
Plan includes interest at the following rate on distributions made more
than 90 days after the most recent valuation date: .
ARTICLE X
TRUSTEE AND CUSTODIAN, POWERS AND DUTIES
29. INVESTMENT POWERS (10.03). The following additional investment options or
limitations apply under Plan Section 10.03: See attached Appendix C . [Note:
Enter "N/A" if not applicable.]
30. VALUATION OF TRUST (10.15). In addition to the last day of the Plan Year,
the Trustee must value the Trust Fund on the following valuation date(s):
(Choose one of (a) through (d))
[X] (a) Daily valuation dates. Each business day of the Plan Year on which Plan
assets for which there is an established market are valued and the Trustee
is conducting business.
[ ] (b) Last day of a specified period. The last day of each __________
of the Plan Year.
[ ] (c) Specified dates: __________.
[ ] (d) No additional valuation dates.
(C) Copyright 2001 Bank of Oklahoma, N.A.
15
Execution Page
The Trustee (and Custodian, if applicable), by executing this Adoption
Agreement, accepts its position and agrees to all of the obligations,
responsibilities and duties imposed upon the Trustee (or Custodian) under the
Prototype Plan and Trust. The Employer hereby agrees to the provisions of this
Plan and Trust, and in witness of its agreement, the Employer by its duly
authorized officers, has executed this Adoption Agreement, and the Trustee (and
Custodian, if applicable) has signified its acceptance, on: August 28, 2003.
Name of Employer: Dollar Thrifty
Automotive Group, Inc.
----------------------------------------
Employer's EIN: 73-1356520
------------------------
Signed: /s/ Richard P. Halbrook
--------------------------------
Richard P. Halbrook Exec. V.P.
--------------------------------
[Name/Title]
Name(s) of Trustee:
Bank of Oklahoma, N.A.
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
Trust EIN (Optional):
--------------------------------
Signed: /s/ Kathleen L. Varner
--------------------------------
V.P. & Trust Officer
--------------------------------
[Name/Title]
Signed:
--------------------------------
----------------------------
[Name/Title]
Signed:
--------------------------------
----------------------------
[Name/Title]
Signed:
--------------------------------
----------------------------
[Name/Title]
Signed:
--------------------------------
----------------------------
[Name/Title]]
Name of Custodian (Optional):
N/A
----------------------------
Signed:
--------------------------------
[Name/Title]
31. Plan Number. The 3-digit plan number the Employer assigns to this Plan for
ERISA reporting purposes (Form 5500 Series) is: 002 .
Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The
Employer only may use this Adoption Agreement in conjunction with the basic plan
document referenced by its document number on Adoption Agreement page one.
Execution for Page Substitution Amendment Only. If this paragraph is completed,
this Execution Page documents an amendment to Adoption Agreement Section(s)
__________ effective ____________________, by substitute Adoption Agreement page
number(s) __________.
Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page
of the basic plan document will notify all adopting employers of any amendment
of this Prototype Plan or of any abandonment or discontinuance by the Prototype
Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding
the adoption of the Prototype Plan, the Prototype Plan Sponsor's intended
meaning of any Plan provisions or the effect of the opinion letter issued to the
Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the
following address and telephone number: P.O. Box 880, Tulsa, OK 74101-0880,
918-588-6573 or 800-285-9559.
(C) Copyright 2001 Bank of Oklahoma, N.A.
16
Reliance on Sponsor Opinion Letter. The Prototype Plan Sponsor has obtained from
the IRS an opinion letter specifying the form of this Adoption Agreement and the
basic plan document satisfy, as of the date of the opinion letter, Code ss.401.
An adopting Employer may rely on the Prototype Sponsor's IRS opinion letter only
to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer may
not rely on the opinion letter in certain other circumstances or with respect to
certain qualification requirements, which are specified in the opinion letter
and in Announcement 2001-77. In order to have reliance in such circumstances or
with respect to such qualification requirements, the Employer must apply for a
determination letter to Employee Plans Determinations of the Internal Revenue
Service.
(C) Copyright 2001 Bank of Oklahoma, N.A.
17
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.21 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
32. EFFECTIVE DATE (1.10). The Effective Date of the Plan for the Participating
Employer is: January 1, 2000.
33. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
34. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan, service with this Participating Employer. (Choose one or more
of (a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: __________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. Thrifty Car Sales, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ Jay A. Betz
--------------------------------
Jay A. Betz, President
[Name/Title]
8/12/03
----------------------------------------
[Date]
Participating Employer's EIN: 73-1554875
-----------
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
Richard P. Halbrook, Exec. V.P. V.P. & Trust Officer
- ------------------------------------- ----------------------------------------
[Name/Title] [Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
----------------------------- --------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
18
APPENDIX A
TESTING ELECTIONS/EFFECTIVE DATE ADDENDUM
35. The following testing elections and special effective dates apply: (Choose
one or more of (a) through (n) as applicable)
[ ] (a) Highly Compensated Employee (1.14). For Plan Years beginning after,
the Employer makes the following election(s) regarding the definition of
Highly Compensated Employee:
(1) [ ] Top paid group election.
(2) [ ] Calendar year data election (fiscal year plan).
[X] (b) 401(k) current year testing. The Employer will apply the current year
testing method in applying the ADP and ACP tests effective for Plan Years
beginning after: December 31, 2001 . [Note: For Plan Years beginning on or
after the Employer's execution of its "GUST" restatement, the Employer must
use the same testing method within the same Plan Year for both the ADP and
ACP tests.]
[ ] (c) Compensation. The Compensation definition under Section 1.07 will
apply for Plan Years beginning after: __________.
[ ] (d) Election not to participate. The election not to participate under
Section 2.06 is effective: __________.
[X] (e) 401(k) safe harbor. The 401(k) safe harbor provisions under Section
3.01(d) are effective: January 1, 2003 .
[ ] (f) Negative election. The negative election provision under Section
3.02(b) is effective: __________.
[ ] (g) Contribution/allocation formula. The specified contribution(s) and
allocation method(s) under Sections 3.01 and 3.04 are effective:
__________.
[ ] (h) Allocation conditions. The allocation conditions of Section 3.06 are
effective: __________.
[ ] (i) Benefit payment elections. The distribution elections of Section(s)
__________ are effective: __________.
[ ] (j) Election to continue pre-SBJPA required beginning date. A Participant
may not elect to defer commencement of the distribution of his/her Vested
Account Balance beyond the April 1 following the calendar year in which the
Participant attains age 70 1/2. See Plan Section 6.02(A).
[ ] (k) Elimination of age 70 1/2 in-service distributions. The Plan
eliminates a Participant's (other than a more than 5% owner) right to
receive in-service distributions on April 1 of the calendar year following
the year in which the Participant attains age 70 1/2 for Plan Years
beginning after: __________.
[ ] (l) Allocation of earnings. The earnings allocation provisions under
Section 9.08 are effective: __________.
[X] (m) Elimination of optional forms of benefit. The Employer elects
prospectively to eliminate the following optional forms of benefit: (Choose
one or more of (1), (2) and (3) as applicable)
[ ] (1) QJSA and QPSA benefits as described in Plan Sections 6.04, 6.05
and 6.06 effective: .
[X] (2) Installment distributions as described in Section 6.03 effective:
May 1, 2002 .
[ ] (3) Other optional forms of benefit (Any election to eliminate must
be consistent with Treas. Reg. ss.1.411(d)-4): __________.
[X] (n) Special effective date(s): Section 3.02(a)(1) amended from 10% to 15%
effective April 1, 1997. Section 1.21 and Employer name changed effective
January 1, 1998. Sections 1.11 and 1.30 effective July 1, 1998. Section
3.03(j) capped at 6% effective July 1, 1998. Sections 1.11(e), 1.15 and
3.02(a) are effective January 1, 2002. Sections 1.11g & 3.03(l) are
effective January 1, 2003.
For periods prior to the above-specified special effective date(s), the
Plan terms in effect prior to its restatement under this Adoption Agreement will
control for purposes of the designated provisions. A special effective date may
not result in the delay of a Plan provision beyond the permissible effective
date under any applicable law.
(C) Copyright 2001 Bank of Oklahoma, N.A.
19
APPENDIX B
GUST Remedial Amendment Period Elections
36. The following GUST restatement elections apply: (Choose one or more of (a)
through (j) as applicable)
[ ] (a) Highly Compensated Employee elections. The Employer makes the
following remedial amendment period elections with respect to the Highly
Compensated Employee definition:
(1) 1997: [ ] Top paid group election. [ ] Calendar year election.
[ ] Calendar year data election.
(2) 1998: [ ] Top paid group election. [ ] Calendar year data election.
(3) 1999: [ ] Top paid group election. [ ] Calendar year data election.
(4) 2000: [ ] Top paid group election. [ ] Calendar year data election.
(5) 2001: [ ] Top paid group election. [ ] Calendar year data election.
(6) 2002: [ ] Top paid group election. [ ] Calendar year data election.
[X] (b) 401(k) testing methods. The Employer makes the following remedial
amendment period elections with respect to the ADP test and the ACP test:
[Note: The Employer may use a different testing method for the ADP and ACP
tests through the end of the Plan Year in which the Employer executes its
GUST restated Plan.]
ADP test ACP test
(1) 1997: [ ] prior year [X] current year 1997: [ ]prior year [X] current year
(2) 1998: [ ] prior year [X] current year 1998: [ ]prior year [X] current year
(3) 1999: [ ] prior year [X] current year 1999: [ ]prior year [X] current year
(4) 2000: [ ] prior year [X] current year 2000: [ ]prior year [X] current year
(5) 2001: [ ] prior year [X] current year 2001: [ ]prior year [X] current year
(6) 2002: [ ] prior year [ ] current year 2002: [ ]prior year [ ] current year
[ ] (c) Delayed application of SBJPA required beginning date. The Employer
elects to delay the effective date for the required beginning date
provision of Plan Section 6.02 until Plan Years beginning after: _________.
[X] (d) Model Amendment for required minimum distributions. The Employer adopts
the IRS Model Amendment in Plan Section 6.02(E) effective January 1, 2001.
[Note: The date must not be earlier than January 1, 2001.]
Defined Benefit Limitation
[ ] (e) Code ss.415(e) repeal. The repeal of the Code ss.415(e) limitation is
effective for Limitation Years beginning after __________. [Note: If the
Employer does not make an election under (e), the repeal is effective for
Limitation Years beginning after December 31, 1999.]
Code ss.415(e) limitation. To the extent necessary to satisfy the limitation
under Plan Section 3.17 for Limitation Years beginning prior to the repeal of
Code ss.415(e), the Employer will reduce: (Choose one of (f) or (g))
[ ] (f) The Participant's projected annual benefit under the defined benefit
plan.
[ ] (g) The Employer's contribution or allocation on behalf of the
Participant to the defined contribution plan and then, if necessary, the
Participant's projected annual benefit under the defined benefit plan.
Coordination with top-heavy minimum allocation. The Plan Administrator will
apply the top-heavy minimum allocation provisions of Article XII with the
following modifications: (Choose (h) or choose (i) or (j) or both as applicable)
[ ] (h) No modifications.
[ ] (i) For Non-Key Employees participating only in this Plan, the top-heavy
minimum allocation is the minimum allocation determined by substituting
_____% (not less than 4%) for "3%," except: (Choose one of (1) or (2))
[ ] (1) No exceptions.
[ ] (2) Plan Years in which the top-heavy ratio exceeds 90%.
[ ] (j) For Non-Key Employees also participating in the defined benefit plan,
the top-heavy minimum is: (Choose one of (1) or (2))
[ ] (1) 5% of Compensation irrespective of the contribution rate of any
Key Employee: (Choose one of a. or b.)
[ ] a. No exceptions.
[ ] b. Substituting "7 1/2%" for "5%" if the top-heavy ratio does
not exceed 90%.
[ ] (2) 0%. [Note: The defined benefit plan must satisfy the top-heavy
minimum benefit requirement for these Non-Key Employees.]
Actuarial assumptions for top-heavy calculation. To determine the top-heavy
ratio, the Plan Administrator will use the following interest rate and mortality
assumptions to value accrued benefits under a defined benefit plan: ___________.
(C) Copyright 2001 Bank of Oklahoma, N.A.
20
CHECKLIST OF EMPLOYER INFORMATION
AND EMPLOYER ADMINISTRATIVE ELECTIONS
Commencing with the 2002 Plan Year
The Prototype Plan permits the Employer to make certain administrative
elections not reflected in the Adoption Agreement. This form lists those
administrative elections and provides a means of recording the Employer's
elections. This checklist is not part of the Plan document.
37. Employer Information.
Dollar Thrifty Automotive Group, Inc.
---------------------------------------------------------------------------
[Employer Name]
5330 E. 31st St.
---------------------------------------------------------------------------
[Address]
Tulsa, Oklahoma 74135 918-669-3000
-------------------------------- ------------------------------------
[City, State and Zip Code] [Telephone Number]
38. Form of Business.
(a) [X] Corporation (b) [ ] S Corporation
(c) [ ] Limited Liability Company (d) [ ] Sole Proprietorship
(e) [ ] Partnership (f) [ ] __________
39. Section 1.07(F) - Nondiscriminatory definition of Compensation. When
testing nondiscrimination under the Plan, the Plan permits the Employer to make
elections regarding the definition of Compensation. [Note: This election solely
is for purposes of nondiscrimination testing. The election does not affect the
Employer's elections under Section 1.07 which apply for purposes of allocating
Employer contributions and Participant forfeitures.]
(a) [X] The Plan will "gross up" Compensation for Elective Contributions.
(b) [ ] The Plan will exclude Elective Contributions.
40. Section 4.04 - Rollover contributions.40 p.2121
(a) [X] The Plan accepts rollover contributions.
(b) [ ] The Plan does not accept rollover contributions.
41. Section 8.06 - Participant direction of investment/404(c). The Plan
authorizes Participant direction of investment with Trustee consent. If the
Trustee permits Participant direction of investment, the Employer and the
Trustee should adopt a policy which establishes the applicable conditions and
limitations, including whether they intend the Plan to comply with ERISA
ss.404(c).41 p.2121
(a) [X] The Plan permits Participant direction of investment and is a
404(c) plan.
(b) [ ] The Plan does not permit Participant direction of investment or is
a non-404(c) plan.
42. Section 9.04[A] - Participant loans. The Plan authorizes the Plan
Administrator to adopt a written loan policy to permit Participant loans.42
p.2121
(a) [X] The Plan permits Participant loans subject to the following
conditions:
(1) [X] Minimum loan amount: $ 1000.
(2) [X] Maximum number of outstanding loans: 1.
(3) [X] Reasons for which a Participant may request a loan:
a. [X] Any purpose.
b. [ ] Hardship events.
c. [ ] Other: __________.
(4) [X] Suspension of loan repayments:
a. [ ] Not permitted.
b. [X] Permitted for non-military leave of absence.
c. [X] Permitted for military service leave of absence.
(5) [X] The Participant must be a party in interest.
(b) [ ] The Plan does not permit Participant loans.
43. Section 11.01 - Life insurance. The Plan with Employer approval authorizes
the Trustee to acquire life insurance.43 p.2121
(a) [ ] The Plan will invest in life insurance contracts.
(b) [X] The Plan will not invest in life insurance contracts.
44. Surety bond company: N/A. Surety bond amount: $__________
(C) Copyright 2001 Bank of Oklahoma, N.A.
21
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.21 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
45. EFFECTIVE DATE (1.10). The Effective Date of the Plan for the Participating
Employer is: July 1, 1991.
46. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
47. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan, service with this Participating Employer (Choose one or more of
(a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: ________________________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. Thrifty Rent-A-Car System, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ R. Scott Anderson
---------------------------------
R. Scott Anderson, President
[Name/Title]
8/12/03
----------------------------------------
[Date]
Participating Employer's EIN: 73-0574010
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
Richard P. Halbrook, Exec. Vice V.P. & Trust Officer
- ------------------------------------- ----------------------------------------
President [Name/Title]
- -------------------------------------
[Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
------------------------------ ---------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
22
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.21 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
48. EFFECTIVE DATE (1.10). The Effective of the Plan for the Participating
Employer is: July 1, 1991 .
49. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
50. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan service with this Participating Employer (Choose one or more of
(a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: ________________________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. Tartan, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ Richard P. Halbrook
---------------------------------
Richard P. Halbrook, President
[Name/Title]
August 28, 2003
----------------------------------------
[Date]
Participating Employer's EIN: 73-1325498
-----------
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
V.P. & Trust Officer
- ------------------------------------- ----------------------------------------
[Name/Title] [Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
------------------------------ ---------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
23
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.21 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
51. EFFECTIVE DATE (1.10). The Effective Date of the Plan for the Participating
Employer is: May 11, 1985 .
52. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
53. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan, service with this Participating Employer (Choose one or more of
(a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: ________________________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. Dollar Supply, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ Richard P. Halbrook
---------------------------------
Richard P. Halbrook, President
[Name/Title]
August 28, 2003
----------------------------------------
[Date]
Participating Employer's EIN: 73-1473667
-----------
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
V. P. & Trust Officer
- ------------------------------------- ----------------------------------------
[Name/Title] [Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
------------------------------ ---------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
24
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement, elects
to become a Participating Employer in the Plan identified in Section 1.21 of the
accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of the
Prototype Plan as made by the Signatory Employer to the Execution Page of the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
54. EFFECTIVE DATE (1.10). The Effective Date of the Plan for the Participating
Employer is: January 1, 1992 .
55. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
56. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan, service with this Participating Employer (Choose one or more of
(a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: ________________________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. DTG Operations, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ Jay Foley
---------------------------------
Jay Foley, President [Name/Title]
8/13/03
----------------------------------------
[Date]
Participating Employer's EIN: 73-1389882
-----------
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
Richard P. Halbrook, Exec. V.P. V.P. & Trust Officer
- ------------------------------------- ----------------------------------------
Name/Title] [Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
------------------------------ ---------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
25
PARTICIPATION AGREEMENT
[ ] Check here if not applicable and do not complete this page.
The undersigned Employer, by executing this Participation Agreement,
elects to become a Participating Employer in the Plan identified in Section 1.21
of the accompanying Adoption Agreement, as if the Participating Employer were a
signatory to that Adoption Agreement. The Participating Employer accepts, and
agrees to be bound by, all of the elections granted under the provisions of
the Prototype Plan as made by the Signatory Employer to the Execution Page of
the
Adoption Agreement, except as otherwise provided in this Participation
Agreement.
57. EFFECTIVE DATE (1.10) The Effective Date of the Plan for the Participating
Employer is: January 1, 2003 .
58. NEW PLAN/RESTATEMENT. The Participating Employer's adoption of this Plan
constitutes: (Choose one of (a) or (b))
[ ] (a) The adoption of a new plan by the Participating Employer.
[X] (b) The adoption of an amendment and restatement of a plan currently
maintained by the Participating Employer, identified as: Dollar Thrifty
Automotive Group, Inc. Retirement Savings Plan , and having an original
effective date of: July 1, 1985 .
59. PREDECESSOR EMPLOYER SERVICE (1.30). In addition to the predecessor service
credited by reason of Section 1.30 of the Plan, the Plan credits as Service
under this Plan, service with this Participating Employer (Choose one or more of
(a) through (d) as applicable): [Note: If the Plan does not credit any
additional predecessor service under Section 1.30 for this Participating
Employer, do not complete this election.]
[X] (a) Eligibility. For eligibility under Article II. See Plan Section 1.30
for time of Plan entry.
[X] (b) Vesting. For vesting under Article V.
[ ] (c) Contribution allocation. For contribution allocations under Article
III.
[ ] (d) Exceptions. Except for the following Service: ________________________.
Name of Plan: Name of Participating Employer:
Dollar Thrifty Automotive Group, Inc. Dollar Rent A Car, Inc.
- ------------------------------------- ----------------------------------------
Retirement Savings Plan
- -------------------------------------
Signed: /s/ R. Scott Anderson
---------------------------------
R. Scott Anderson, President
[Name/Title]
8/12/03
----------------------------------------
[Date]
Participating Employer's EIN: 05-0542273
-----------
Acceptance by the Signatory Employer to the Execution Page of the Adoption
Agreement and by the Trustee.
Name of Signatory Employer: Name(s) of Trustee:
Dollar Thrifty Automotive Group, Inc. Bank of Oklahoma, N.A.
- ------------------------------------- ----------------------------------------
Richard P. Halbrook, Exec. V.P. V.P. & Trust Officer
- ------------------------------------- ----------------------------------------
[Name/Title] [Name/Title]
Signed: /s/ Richard P. Halbrook Signed: /s/ Kathleen L. Varner
------------------------------ ---------------------------------
August 28, 2003 7/8/03
- ------------------------------------- ----------------------------------------
[Date] [Date]
[Note: Each Participating Employer must execute a separate Participation
Agreement. If the Plan does not have a Participating Employer, the Signatory
Employer may delete this page from the Adoption Agreement.]
(C) Copyright 2001 Bank of Oklahoma, N.A.
26
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC. RETIREMENT SAVINGS PLAN
APPENDIX C
TO SECTION 10.03
ADOPTION AGREEMENT #005
NONSTANDARDIZED CODE ss. 401(K) PROFIT SHARING PLAN
Additional Provisions Concerning
Qualifying Employer Securities
The following additional provisions concerning qualifying Employer
securities are included as part of the Adoption Agreement completed by the
Employer, Dollar Thrifty Automotive Group, Inc., in accordance with Section
10.03 of the Adoption Agreement.
(A) Common Stock as Qualifying Employer Securities. The Investment options in
Section 10.03 of the Plan include the ability to invest in "qualifying employer
securities", as defined in Section 407(d)(5) of ERISA, which specifically
includes the common stock of the Employer, Dollar Thrifty Automotive Group, Inc.
(hereinafter referred to as "Common Stock"). The Trustee is expressly authorized
to invest so much of the Trust Fund (up to 100% thereof as provided in Section
10.03(F) of the Plan Document) in Common Stock as is necessary to invest all
contributions in Common Stock in accordance with the directions of the Employer,
Participants and/or the Plan Administrator under Section 10.03[B] of the Plan.
Purchases of Common Stock shall be on the open market, in a private placement or
from the Employer or a Participating Employer. Any contribution by the Employer
or a Participating Employer required or permitted under the Plan may be made in
Common Stock in accordance with Section 3.01 of the Plan. If Common Stock is
purchased or transferred in-kind from the Employer or a Participating Employer,
the sales price (or value, if the Common Stock is contributed in-kind) shall be
no greater than the lesser of, as reported on the New York Stock Exchange or
other national securities exchange registered with the United States Securities
and Exchange Commission, (i) the closing price of the Common Stock on the
trading day on which the Common Stock is acquired by the Plan, or (ii) the
average of the closing prices of the Common Stock for the twenty (20)
consecutive trading days immediately preceding the date as of which the Common
Stock is acquired by the Plan. No commissions or other fees shall be payable
with respect to any transaction with the Employer or a Participating Employer.
(B) Voting of Common Stock. At the time of mailing of notice of each annual or
special stockholders' meeting, the Employer or its soliciting agent shall send a
copy of such notice and all proxy solicitation materials to each Participant,
together with a voting instruction form for return to the Trustee or its
designee. Such form shall provide the number of full and fractional shares of
Common Stock allocated to such Participant's Accounts. For this purpose, the
number of shares of Common Stock deemed "allocated" to any Participant's
Accounts shall be determined as of the most recent preceding allocation date for
which allocation to and adjustment of Accounts has been completed in accordance
with Section 14.06 of the Plan. The Employer or its soliciting agent shall
provide the Trustee with a copy of all materials provided to Participants and
shall certify to the Trustee that all such materials have been mailed or
otherwise sent to all Participants.
Each Participant shall have the right to instruct the Trustee as to the
manner in which the Trustee is to vote that number of shares of Common Stock
allocated to such Participant's Accounts. Instructions from a Participant to the
Trustee concerning the voting of Common Stock shall be communicated in writing,
or by Datagram or similar means. Upon its receipt of such instructions, the
Trustee shall vote such shares of Common Stock as instructed by the Participant.
Any instructions or other communication by a Participant to the Trustee
concerning any voting matter shall be held in confidence by the Trustee and
shall not be divulged to the Employer or to any officer or employee nor to any
other person.
(C) Tender Offers for Common Stock. Upon commencement of a tender offer of
Common Stock, the Employer shall notify each Participant of such tender offer.
The Employer shall utilize its best efforts to distribute or cause to be
distributed to each Participant all such information as is distributed to
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2
holders of Common Stock in connection with such tender offer and shall provide a
means by which each Participant can confidentially instruct the Trustee
concerning the Common Stock allocated to such Participant's Accounts. For this
purpose, the number of shares of Common Stock deemed "allocated" to any
Participant's Accounts shall be determined as of the most recent preceding
allocation date for which allocation to and adjustments of Accounts has been
completed in accordance with Section 14.06 of the Plan. The Employer or its
soliciting agent shall provide the Trustee with a copy of all materials provided
to Participants and shall certify to the Trustee that all such materials have
been mailed or otherwise sent to all Participants.
Each Participant, whether or not such Participant is then fully vested in
his Accounts, shall have the right to instruct the Trustee as to the manner in
which the Trustee is to respond to the tender offer for any or all of the Common
Stock then allocated to such Participant's Accounts. Instructions from a
Participant to the Trustee concerning the tender of Common Stock shall be
communicated in writing, or by Datagram or similar means. The Trustee shall
respond to the tender offer with respect to such Common Stock as instructed by
the Participant. The Trustee shall not tender Common Stock then allocated to a
Participant's Accounts for which it has received no instructions from the
Participant.
The Trustee shall tender that number of shares of Common Stock not then
allocated to Participant's Accounts which is determined by multiplying the total
number of shares of Common Stock not then allocated to Participant's Accounts by
a fraction, the numerator of which is the number of shares of Common Stock then
allocated to Participant's Accounts for which the Trustee has received
instructions from Participants to tender (and such instructions have not been
withdrawn as of the date of determination) and the denominator of which is the
total number of shares of Common Stock then allocated to Participant's Accounts.
A Participant who has directed the Trustee to tender any or all of the
shares of Common Stock credited to such Participant's Accounts may, at any time
prior to the tender offer withdrawal deadline, instruct the Trustee to withdraw,
and the Trustee shall withdraw, such shares from the tender offer prior to the
tender offer withdrawal deadline. Prior to such withdrawal deadline, if any
Common Stock not credited to Participant's Accounts has been tendered, the
Trustee shall redetermine the number of shares of Common Stock which would be
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tendered if the date of such withdrawal were the date of determination as
described in the immediately preceding paragraph, and withdraw the number of
shares of Common Stock not credited to Participant's Accounts necessary to
reduce the number of tendered shares of Common Stock not credited to
Participant's Accounts to the number so redetermined. A Participant shall not be
limited as to the number of instructions to tender or withdraw that the
Participant may give to the Trustee.
As instruction by a Participant to the Trustee to tender the shares of
Common Stock credited to such Participant's Accounts shall not be considered a
written election by the participant to withdraw, or have distributed, any or all
of his Accounts which are subject to withdrawal. The Trustee shall advise the
Plan Administrator to credit, to the Participant's Accounts from which the
tendered shares were taken, the proceeds received by the Trustee in exchange for
the shares of Common Stock, if any, so tendered from each such Account.
Any instruction or other communication by a Participant to the Trustee
concerning any tender offer matter shall be held in confidence by the Trustee
and shall not be divulged to the Employer or to any officer or employee thereof
not to any other person.
(D) Distribution of Common Stock. A Participant's Accrued Benefit Payable under
Article VI shall be distributed entirely in cash, or, if distributed as a lump
sum and if elected by the Participant (or his Beneficiary), in whole shares of
Common Stock to the extent the Participant's Accrued Benefit is invested in
Common Stock at the date of such election, with the balance of his Accrued
Benefit distributed in cash.
By: /s/ Richard P. Halbrook
----------------------------------
Name: Richard P. Halbrook
--------------------------------
Title: Exec. Vice President
----------------------------------
(C) Copyright 2001 Bank of Oklahoma, N.A.
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EGTRRA
AMENDMENT TO THE
DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
RETIREMENT SAVINGS PLAN
ARTICLE I
PREAMBLE
1.1 Adoption and effective date of amendment. This amendment of the plan is
adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001("EGTRRA"). This amendment is intended
as good faith compliance with the requirements of EGTRRA and is to be
construed in accordance with EGTRRA and guidance issued thereunder.
Except as otherwise provided, this amendment shall be effective as of the
first day of the first plan year beginning after December 31, 2001.
1.2 Supersession of inconsistent provisions. This amendment shall supersede
the provisions of the plan to the extent those provisions are
inconsistent with the provisions of this amendment.
ARTICLE II
ADOPTION AGREEMENT ELECTIONS
- --------------------------------------------------------------------------------
The questions in this Article II only need to be completed in order to
override the default provisions set forth below. If all of the default
provisions will apply, then these questions should be skipped.
Unless the employer elects otherwise in this Article II, the following
defaults apply:
1) The vesting schedule for matching contributions will be a 6 year
graded schedule (if the plan currently has a graded schedule that does
not satisfy EGTRRA) or a 3 year cliff schedule (if the plan currently
has a cliff schedule that does not satisfy EGTRRA), and such schedule
will apply to all matching contributions (even those made prior to
2002).
2) Rollovers are automatically excluded in determining whether the $5,000
threshold has been exceeded for automatic cash-outs (if the plan is
not subject to the qualified joint and survivor annuity rules and
provides for automatic cash-outs). This is applied to all participants
regardless of when the distributable event occurred.
3) The suspension period after a hardship distribution is made will be 6
months and this will only apply to hardship distributions made after
2001.
4) Catch-up contributions will be allowed.
5) For target benefit plans, the increased compensation limit of $200,000
will be applied retroactively (i.e., to years prior to 2002).
- --------------------------------------------------------------------------------
2.1 Vesting Schedule for Matching Contributions
If there are matching contributions subject to a vesting schedule that
does not satisfy EGTRRA, then unless otherwise elected below, for
participants who complete an hour of service in a plan year beginning
after December 31, 2001, the following vesting schedule will apply to
all matching contributions subject to a vesting schedule:
If the plan has a graded vesting schedule (i.e., the vesting schedule
includes a vested percentage that is more than 0% and less than 100%)
the following will apply:
Years of vesting service Nonforfeitable percentage
2 20%
3 40%
4 60%
5 80%
6 100%
If the plan does not have a graded vesting schedule, then matching
contributions will be nonforfeitable upon the completion of 3 years of
vesting service.
In lieu of the above vesting schedule, the employer elects the following
schedule:
a. [ ] 3 year cliff (a participant's accrued benefit derived from
employer matching contributions shall be nonforfeitable upon the
participant's completion of three years of vesting service).
b. [ ] 6 year graded schedule (20% after 2 years of vesting service and
an additional 20% for each year thereafter).
c. [ ] Other (must be at least as liberal as a. or the b. above):
Years of vesting service Nonforfeitable percentage
-------- ---------%
-------- ---------%
-------- ---------%
-------- ---------%
-------- ---------%
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DC - Sponsor
The vesting schedule set forth herein shall only apply to participants
who complete an hour of service in a plan year beginning after December
31, 2001, and, unless the option below is elected, shall apply to all
matching contributions subject to a vesting schedule.
d. [ ] The vesting schedule will only apply to matching contributions
made in plan years beginning after December 31, 2001 (the prior
schedule will apply to matching contributions made in prior plan
years).
2.2 Exclusion of Rollovers in Application of Involuntary Cash-out Provisions
(for profit sharing and 401(k) plans only). If the plan is not subject to
the qualified joint and survivor annuity rules and includes involuntary
cash-out provisions, then unless one of the options below is elected,
effective for distributions made after December 31, 2001, rollover
contributions will be excluded in determining the value of the
participant's nonforfeitable account balance for purposes of the plan's
involuntary cash-out rules.
a. [ ] Rollover contributions will not be excluded.
b. [ ] Rollover contributions will be excluded only with respect to
distributions made after . (Enter a date no earlier than December 31,
2001.)
c. [ ] Rollover contributions will only be excluded with respect to
participants who separated from service after . (Enter a date. The
date may be earlier than December 31, 2001.)
2.3 Suspension period of hardship distributions. If the plan provides for
hardship distributions upon satisfaction of the safe harbor (deemed)
standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
then, unless the option below is elected, the suspension period following
a hardship distribution shall only apply to hardship distributions made
after December 31, 2001. [ ] With regard to hardship distributions made
during 2001, a participant shall be prohibited from making elective
deferrals and employee contributions under this and all other plans until
the later of January 1, 2002, or 6 months after receipt of the
distribution.
2.4 Catch-up contributions (for 401(k) profit sharing plans only): The plan
permits catch-up contributions (Article VI) unless the option below is
elected.
[ ] The plan does not permit catch-up contributions to be made.
2.5 For target benefit plans only: The increased compensation limit
($200,000 limit) shall apply to years prior to 2002 unless the option
below is elected.
[ ] The increased compensation limit will not apply to years prior
to 2002.
ARTICLE III
VESTING OF MATCHING CONTRIBUTIONS
3.1 Applicability. This Article shall apply to participants who complete an
Hour of Service after December 31, 2001, with respect to accrued benefits
derived from employer matching contributions made in plan years beginning
after December 31, 2001. Unless otherwise elected by the employer in
Section 2.1 above, this Article shall also apply to all such participants
with respect to accrued benefits derived from employer matching
contributions made in plan years beginning prior to January 1, 2002.
3.2 Vesting schedule. A participant's accrued benefit derived from employer
matching contributions shall vest as provided in Section 2.1 of this
amendment.
ARTICLE IV
INVOLUNTARY CASH-OUTS
4.1 Applicability and effectivedate. If the plan provides for involuntary
cash-outs of amounts less than $5,000, then unless otherwise elected in
Section 2.2 of this amendment, this Article shall apply for distributions
made after December 31, 2001, and shall apply to all participants.
However, regardless of the preceding, this Article shall not apply if the
plan is subject to the qualified joint and survivor annuity requirements
of Sections 401(a)(11) and 417 of the Code.
4.2 Rollovers disregarded in determining value of account balance for
involuntary distributions. For purposes of the Sections of the plan that
provide for the involuntary distribution of vested accrued benefits of
$5,000 or less, the value of a participant's nonforfeitable account
balance shall be determined without regard to that portion of the account
balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of
the participant's nonforfeitable account balance as so determined is
$5,000 or less, then the plan shall immediately distribute the
participant's entire nonforfeitable account balance.
ARTICLE V
HARDSHIP DISTRIBUTIONS
5.1 Applicability and effective date. If the plan provides for hardship
distributions upon satisfaction of the safe harbor (deemed) standards as
set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv), then this Article
shall apply for calendar years beginning after 2001.
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5.2 Suspension period following hardship distribution. A participant who
receives a distribution of elective deferrals after December 31, 2001, on
account of hardship shall be prohibited from making elective deferrals
and employee contributions under this and all other plans of the
employer for 6 months after receipt of the distribution. Furthermore,
if elected by the employer in Section 2.3 of this amendment, a
participant who receives a distribution of elective deferrals in calendar
year 2001 on account of hardship shall be prohibited from making elective
deferrals and employee contributions under this and all other plans until
the later of January 1, 2002, or 6 months after receipt of the
distribution.
ARTICLE VI
CATCH-UP CONTRIBUTIONS
Catch-up Contributions. Unless otherwise elected in Section 2.4 of this
amendment, all employees who are eligible to make elective deferrals under this
plan and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with, and subject to the
limitations of, Section 414(v) of the Code. Such catch-up contributions shall
not be taken into account for purposes of the provisions of the plan
implementing the required limitations of Sections 402(g) and 415 of the Code.
The plan shall not be treated as failing to satisfy the provisions of the plan
implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such
catch-up contributions.
ARTICLE VII
INCREASE IN COMPENSATION LIMIT
Increase in Compensation Limit. The annual compensation of each participant
taken into account in determining allocations for any plan year beginning after
December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living
increases in accordance with Section 401(a)(17)(B) of the Code. Annual
compensation means compensation during the plan year or such other consecutive
12-month period over which compensation is otherwise determined under the plan
(the determination period). If this is a target benefit plan, then except as
otherwise elected in Section 2.5 of this amendment, for purposes of determining
benefit accruals in a plan year beginning after December 31, 2001, compensation
for any prior determination period shall be limited to $200,000. The
cost-of-living adjustment in effect for a calendar year applies to annual
compensation for the determination period that begins with or within such
calendar year.
ARTICLE VIII
PLAN LOANS
Plan loans for owner-employees or shareholder-employees. If the plan permits
loans to be made to participants, then effective for plan loans made after
December 31, 2001, plan provisions prohibiting loans to any owner-employee or
shareholder-employee shall cease to apply.
ARTICLE IX
LIMITATIONS ON CONTRIBUTIONS (IRC SECTION 415 LIMITS)
9.1 Effective date. This Section shall be effective for limitation years
beginning after December 31, 2001.
9.2 Maximum annual addition. Except to the extent permitted under Article VI
of this amendment and Section 414(v) of the Code, if applicable, the
annual addition that may be contributed or allocated to a participant's
account under the plan for any limitation year shall not exceed the
lesser of:
a. $40,000, as adjusted for increases in the cost-of-living under Section
415(d) of the Code, or
b. 100 percent of the participant's compensation, within the meaning of
Section 415(c)(3) of the Code, for the limitation year.
The compensation limit referred to in b. shall not apply to any
contribution for medical benefits after separation from service (within
the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
otherwise treated as an annual addition.
ARTICLE X
MODIFICATION OF TOP-HEAVY RULES
10.1 Effective date. This Article shall apply for purposes of determining
whether the plan is a top-heavy plan under Section 416(g) of the Code for
plan years beginning after December 31, 2001, and whether the plan
satisfies the minimum benefits requirements of Section 416(c) of the Code
for such years. This Article amends the top-heavy provisions of the plan.
10.2 Determination of top-heavy status.
(C) Copyright 2001 Bank of Oklahoma, N.A.
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DC - Sponsor
10.2.1 Key employee. Key employee means any employee or former employee
(including any deceased employee) who at any time during the plan year
that includes the determination date was an officer of the employer
having annual compensation greater than $130,000 (as adjusted under
Section 416(i)(1) of the Code for plan years beginning after December 31,
2002), a 5-percent owner of the employer, or a 1-percent owner of the
employer having annual compensation of more than $150,000. For this
purpose, annual compensation means compensation within the meaning of
Section 415(c)(3) of the Code. The determination of who is a key employee
will be made in accordance with Section 416(i)(1) of the Code and the
applicable regulations and other guidance of general applicability issued
thereunder.
10.2.2 Determination of present values and amounts. This Section 10.2.2 shall
apply for purposes of determining the present values of accrued benefits
and the amounts of account balances of employees as of the determination
date.
a. Distributions during year ending on the determination date. The
present values of accrued benefits and the amounts of account balances
of an employee as of the determination date shall be increased by the
distributions made with respect to the employee under the plan and any
plan aggregated with the plan under Section 416(g)(2) of the Code
during the 1-year period ending on the determination date. The
preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have been
aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In
the case of a distribution made for a reason other than separation
from service, death, or disability, this provision shall be applied by
substituting "5-year period" for "1-year period."
b. Employees not performing services during year ending on the
determination date. The accrued benefits and accounts of any
individual who has not performed services for the employer during the
1-year period ending on the determination date shall not be taken into
account.
10.3 Minimum benefits.
10.3.1 Matching contributions. Employer matching contributions shall be taken
into account for purposes of satisfying the minimum contribution
requirements of Section 416(c)(2) of the Code and the plan. The
preceding sentence shall apply with respect to matching contributions
under the plan or, if the plan provides that the minimum contribution
requirement shall be met in another plan, such other plan. Employer
matching contributions that are used to satisfy the minimum contribution
requirements shall be treated as matching contributions for purposes of
the actual contribution percentage test and other requirements of Section
401(m) of the Code.
10.3.2 Contributions under other plans. The employer may provide, in an addendum
to this amendment, that the minimum benefit requirement shall be met in
another plan (including another plan that consists solely of a cash or
deferred arrangement which meets the requirements of Section 401(k)(12)
of the Code and matching contributions with respect to which the
requirements of Section 401(m)(11) of the Code are met). The addendum
should include the name of the other plan, the minimum benefit that will
be provided under such other plan, and the employees who will receive the
minimum benefit under such other plan.
ARTICLE XI
DIRECT ROLLOVERS
11.1 Effective date. This Article shall apply to distributions made after
December 31, 2001.
11.2 Modification of definition of eligible retirement plan. For purposes of
the direct rollover provisions of the plan, an eligible retirement plan
shall also mean an annuity contract described in Section 403(b) of the
Code and an eligible plan under Section 457(b) of the Code which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from
this plan. The definition of eligible retirement plan shall also apply in
the case of a distribution to a surviving spouse, or to a spouse or
former spouse who is the alternate payee under a qualified domestic
relation order, as defined in Section 414(p) of the Code.
11.3 Modification of definition of eligible rollover distribution to exclude
hardship distributions. For purposes of the direct rollover provisions of
the plan, any amount that is distributed on account of hardship shall not
be an eligible rollover distribution and the distributee may not elect to
have any portion of such a distribution paid directly to an eligible
retirement plan.
11.4 Modification of definition of eligible rollover distribution to include
after-tax employee contributions. For purposes of the direct rollover
provisions in the plan, a portion of a distribution shall not fail to be
an eligible rollover distribution merely because the portion consists of
after-tax employee contributions which are not includible in gross
income. However, such portion may be transferred only to an individual
retirement account or annuity described in Section 408(a) or (b) of the
Code, or to a qualified defined contribution plan described in Section
401(a) or 403(a) of the Code that agrees to separately account for
amounts so transferred, including separately accounting for the portion
of such distribution which is includible in gross income and the
portion of such distribution which is not so includible.
(C) Copyright 2001 Bank of Oklahoma, N.A.
9
ARTICLE XII
ROLLOVERS FROM OTHER PLANS
Rollovers from other plans. The employer, operationally and on a
nondiscriminatory basis, may limit the source of rollover contributions that may
be accepted by this plan.
ARTICLE XIII
REPEAL OF MULTIPLE USE TEST
Repeal of Multiple Use Test. The multiple use test described in Treasury
Regulation Section 1.401(m)-2 and the plan shall not apply for plan years
beginning after December 31, 2001.
ARTICLE XIV
ELECTIVE DEFERRALS
14.1 Elective Deferrals - Contribution Limitation. No participant shall be
permitted to have elective deferrals made under this plan, or any other
qualified plan maintained by the employer during any taxable year, in
excess of the dollar limitation contained in Section 402(g) of the Code
in effect for such taxable year, except to the extent permitted under
Article VI of this amendment and Section 414(v) of the Code, if
applicable.
14.2 Maximum Salary Reduction Contributions for SIMPLE plans. If this is a
SIMPLE 401(k) plan, then except to the extent permitted under Article
VI of this amendment and Section 414(v) of the Code, if applicable, the
maximum salary reduction contribution that can be made to this plan is
the amount determined under Section 408(p)(2)(A)(ii) of the Code for the
calendar year.
ARTICLE XV
SAFE HARBOR PLAN PROVISIONS
Modification of Top-Heavy Rules. The top-heavy requirements of Section 416 of
the Code and the plan shall not apply in any year beginning after December 31,
2001, in which the plan consists solely of a cash or deferred arrangement which
meets the requirements of Section 401(k)(12) of the Code and matching
contributions with respect to which the requirements of Section 401(m)(11) of
the Code are met.
ARTICLE XVI
DISTRIBUTION UPON SEVERANCE OF EMPLOYMENT
16.1 Effective date. This Article shall apply for distributions and
transactions made after December 31, 2001, regardless of when the
severance of employment occurred.
16.2 New distributable event. A participant's elective deferrals, qualified
nonelective contributions, qualified matching contributions, and earnings
attributable to these contributions shall be distributed on account of
the participant's severance from employment. However, such a distribution
shall be subject to the other provisions of the plan regarding
distributions, other than provisions that require a separation from
service before such amounts may be distributed.
This amendment has been executed this 28th day of August, 2003.
Name of Employer: Dollar Thrifty Automotive Group, Inc.
By: /s/ Richard P. Halbrook
---------------------------------
EMPLOYER
Name of Plan: Dollar Thrifty Automotive Group, Inc. Retirement Savings Plan
(C) Copyright 2001 Bank of Oklahoma, N.A.
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DC - Sponsor
POST-EGTRRA
AMENDMENT TO THE
BANK OF OKLAHOMA, N.A.
DEFINED CONTRIBUTION PROTOTYPE PLAN & TRUST
BANK OF OKLAHOMA, N.A.
POST-EGTRRA AMENDMENT
ARTICLE I
PREAMBLE
1.1 Adoption and effective date of amendment. This amendment of the plan is
adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 ("EGTRRA"), the Job Creation and Worker
Assistance Act of 2002, IRS Regulations issued pursuant to IRC ss.401(a)
(9), and other IRS guidance. This amendment is intended as good faith
compliance with the requirements of EGTRRA and is to be construed in
accordance with EGTRRA and guidance issued thereunder. Except as
otherwise provided, this amendment shall be effective as of the first day
of the first plan year beginning after December 31, 2001.
1.2 Supersession of inconsistent provisions. This amendment shall supersede
the provisions of the plan to the extent those provisions are
inconsistent with the provisions of this amendment.
1.3 Adoption by prototype sponsor. Except as otherwise provided herein,
pursuant to Section 5.01 of Revenue Procedure 2000-20, the sponsor
hereby adopts this amendment on behalf of all adopting employers.
ARTICLE II
ADOPTION AGREEMENT ELECTIONS
The questions in this Article II only need to be completed in order to
override the default provisions set forth below. If all of the default
provisions will apply, then these questions should be skipped.
Unless the employer elects otherwise in this Article II, the following
defaults apply:
1. If catch-up contributions are permitted, then the catch-up
contributions are treated like any other elective deferrals for
purposes of determining matching contributions under the plan.
2. For plans subject to the qualified joint and survivor annuity rules,
rollovers are automatically excluded in determining whether the $5,000
threshold has been exceeded for automatic cash-outs (if the plan
provides for automatic cash-outs). This is applied to all participants
regardless of when the distributable event occurred.
3. The minimum distribution requirements are effective for
distribution calendar years beginning with the 2002 calendar year. In
addition, participants or beneficiaries may elect on an individual basis
whether the 5-year rule or the life expectancy rule in the plan applies
to distributions after the death of a participant who has a designated
beneficiary.
4. Amounts that are "deemed 125 compensation" are not included in the
definition of compensation.
2.1 Exclusion of Rollovers in Application of Involuntary Cash-out Provisions.
If the plan is subject to the joint and survivor annuity rules and
includes involuntary cash-out provisions, then unless one of the options
below is elected, effective for distributions made after December 31,
2001, rollover contributions will be excluded in determining the value of
a participant's nonforfeitable account balance for purposes of the plan's
involuntary cash-out rules.
a. [ ] Rollover contributions will not be excluded.
b. [ ] Rollover contributions will be excluded only with respect to
distributions made after ______________ (Enter a date no earlier than
December 31, 2001).
c. [ ] Rollover contributions will only be excluded with respect to
participants who separated from service after ______________. (Enter a
date. The date may be earlier than December 31, 2001.)
2.2 Catch-up contributions (for 401(k) profit sharing plans only): The plan
permits catch-up contributions effective for calendar years beginning
after December 31, 2001, (Article V) unless otherwise elected below.
a. [ ] The plan does not permit catch-up contributions to be made.
b. [ ] Catch-up contributions are permitted effective as of: ____________
(enter a date no earlier than January 1, 2002).
And, catch-up contributions will be taken into account in applying any
matching contribution under the Plan unless otherwise elected below.
c. [ ] Catch-up contributions will not be taken into account in applying
any matching contribution under the Plan.
(C) Copyright 2001 Bank of Oklahoma, N.A.
1
2.3 Amendment for Section 401(a)(9) Final and Temporary Treasury Regulations.
a. Effective date. Unless a later effective date is specified in below,
the provisions of Article VI of this amendment will apply for purposes
of determining required minimum distributions for calendar years
beginning with the 2002 calendar year.
[ ] This amendment applies for purposes of determining required
minimum distributions for distribution calendar years beginning
with the 2003 calendar year, as well as required minimum
distributions for the 2002 distribution calendar year that are
made on or after _______________________________ (leave blank if
this amendment does not apply to any minimum distributions for
the 2002 distribution calendar year).
b. Election to not permit Participants or Beneficiaries to Elect 5-Year
Rule.
Unless elected below, Participants or beneficiaries may elect on an
individual basis whether the 5-year rule or the life expectancy rule
in Sections 6.2.2 and 6.4.2 of this amendment applies to distributions
after the death of a Participant who has a designated beneficiary. The
election must be made no later than the earlier of September 30 of the
calendar year in which distribution would be required to begin under
Section 6.2.2 of this amendment, or by September 30 of the calendar
year which contains the fifth anniversary of the Participant's (or, if
applicable, surviving spouse's) death. If neither the Participant nor
beneficiary makes an election under this paragraph, distributions will
be made in accordance with Sections 6.2.2 and 6.4.2 of this amendment
and, if applicable, the elections in Section 2.3.c of this amendment
below.
[ ] The provision set forth above in this Section 2.3.b shall not
apply. Rather, Sections 6.2.2 and 6.4.2 of this amendment shall
apply except as elected in Section 2.3.c of this amendment below.
c. Election to Apply 5-Year Rule to Distributions to Designated
Beneficiaries.
[ ] If the Participant dies before distributions begin and there is a
designated beneficiary, distribution to the designated beneficiary is
not required to begin by the date specified in the Plan, but the
Participant's entire interest will be distributed to the designated
beneficiary by December 31 of the calendar year containing the fifth
anniversary of the Participant's death. If the Participant's surviving
spouse is the Participant's sole designated beneficiary and the
surviving spouse dies after the Participant but before distributions
to either the Participant or the surviving spouse begin, this election
will apply as if the surviving spouse were the Participant.
If the above is elected, then this election will apply to:
1. [ ] All distributions.
2. [ ] The following distributions: ________________.
d. Election to Allow Designated Beneficiary Receiving Distributions Under
5-Year Rule to Elect Life Expectancy Distributions.
[ ] A designated beneficiary who is receiving payments under the
5-year rule may make a new election to receive payments under the life
expectancy rule until December 31, 2003, provided that all amounts
that would have been required to be distributed under the life
expectancy rule for all distribution calendar years before 2004 are
distributed by the earlier of December 31, 2003, or the end of the
5-year period.
2.4 Deemed 125 compensation. Article VII of this amendment shall not apply
unless otherwise elected below.
[ ] Article VII of this amendment (Deemed 125 Compensation) shall apply
effective as of Plan Years and Limitation Years beginning on or after
______________________(insert the later of January 1, 1998, or the first
day of the first plan year the Plan used this definition).
ARTICLE III
INVOLUNTARY CASH-OUTS
3.1 Applicability and effective date. If the plan is subject to the qualified
joint and survivor annuity rules and provides for involuntary cash-outs
of amounts less than $5,000, then unless otherwise elected in Section 2.1
of this amendment, this Article shall apply for distributions made after
December 31, 2001, and shall apply to all participants.
3.2 Rollovers disregarded in determining value of account balance for
involuntary distributions. For purposes of the Sections of the plan that
provide for the involuntary distribution of vested accrued benefits of
$5,000 or less, the value of a participant's nonforfeitable account
balance shall be determined without regard to that portion of the account
balance that is attributable to rollover contributions (and earnings
allocable thereto) within the meaning of Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value
of the participant's nonforfeitable account balance as so determined
is $5,000 or less, then the plan shall immediately distribute the
participant's entire nonforfeitable account balance.
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ARTICLE IV
HARDSHIP DISTRIBUTIONS
Reduction of Section 402(g) of the Code following hardship distribution. If the
plan provides for hardship distributions upon satisfaction of the safe harbor
(deemed) standards as set forth in Treas. Reg. Section 1.401(k)-1(d)(2)(iv),
then effective as of the date the elective deferral suspension period is reduced
from 12 months to 6 months pursuant to EGTRRA, there shall be no reduction in
the maximum amount of elective deferrals that a Participant may make pursuant to
Section 402(g) of the Code solely because of a hardship distribution made by
this plan or any other plan of the Employer.
ARTICLE V
CATCH-UP CONTRIBUTIONS
Catch-up Contributions. Unless otherwise elected in Section 2.2 of this
amendment, effective for calendar years beginning after December 31, 2001, all
employees who are eligible to make elective deferrals under this plan and who
have attained age 50 before the close of the calendar year shall be eligible to
make catch-up contributions in accordance with, and subject to the limitations
of, Section 414(v) of the Code. Such catch-up contributions shall not be taken
into account for purposes of the provisions of the plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The plan shall not
be treated as failing to satisfy the provisions of the plan implementing the
requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of
the Code, as applicable, by reason of the making of such catch-up contributions.
If elected in Section 2.2, catch-up contributions shall not be treated as
elective deferrals for purposes of applying any Employer matching contributions
under the plan.
ARTICLE VI
REQUIRED MINIMUM DISTRIBUTIONS
6.1 GENERAL RULES
6.1.1 Effective Date. Unless a later effective date is specified in Section
2.3.a of this amendment, the provisions of this amendment will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2002 calendar year.
6.1.2 Coordination with Minimum Distribution Requirements Previously in Effect.
If the effective date of this amendment is earlier than calendar years
beginning with the 2003 calendar year, required minimum distributions for
2002 under this amendment will be determined as follows. If the total
amount of 2002 required minimum distributions under the Plan made to the
distributee prior to the effective date of this amendment equals or
exceeds the required minimum distributions determined under this
amendment, then no additional distributions will be required to be made
for 2002 on or after such date to the distributee. If the total amount of
2002 required minimum distributions under the Plan made to the
distributee prior to the effective date of this amendment is less than
the amount determined under this amendment, then required minimum
distributions for 2002 on and after such date will be determined so that
the total amount of required minimum distributions for 2002 made to the
distributee will be the amount determined under this amendment.
6.1.3 Precedence. The requirements of this amendment will take precedence over
any inconsistent provisions of the Plan.
6.1.4 Requirements of Treasury Regulations Incorporated. All distributions
required under this amendment will be determined and made in accordance
with the Treasury regulations under Section 401(a)(9) of the Internal
Revenue Code.
6.1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions
of this amendment, distributions may be made under a designation made
before January 1, 1984, in accordance with Section 242(b)(2) of the Tax
Equity and Fiscal Responsibility Act(TEFRA)and the provisions of the Plan
that relate to Section 242(b)(2) of TEFRA.
6.2 TIME AND MANNER OF DISTRIBUTION
6.2.1 Required Beginning Date. The Participant's entire interest will be
distributed, or begin to be distributed, to the Participant no later than
the Participant's required beginning date.
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6.2.2 Death of Participant Before Distributions Begin. If the Participant dies
before distributions begin, the Participant's entire interest will be
distributed, or begin to be distributed, no later than as follows:
(a) If the Participant's surviving spouse is the Participant's sole
designated beneficiary, then, except as provided in Article VI,
distributions to the surviving spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the
Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later.
(b) If the Participant's surviving spouse is not the Participant's sole
designated beneficiary, then, except as provided in Section 2.3 of this
amendment, distributions to the designated beneficiary will begin by
December 31 of the calendar year immediately following the calendar year
in which the Participant died.
(c) If there is no designated beneficiary as of September 30 of the year
following the year of the Participant's death, the Participant's entire
interest will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant's death.
(d) If the Participant's surviving spouse is the Participant's sole
designated beneficiary and the surviving spouse dies after the
Participant but before distributions to the surviving spouse begin, this
Section 6.2.2, other than Section 6.2.2(a), will apply as if the
surviving spouse were the Participant.
For purposes of this Section 6.2.2 and Section 2.3, unless Section
6.2.2(d) applies, distributions are considered to begin on the
Participant's required beginning date. If Section 6.2.2(d) applies,
distributions are considered to begin on the date distributions are
required to begin to the surviving spouse under Section 6.2.2(a). If
distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant's required
beginning date (or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under Section
6.2.2(a)), the date distributions are considered to begin is the date
distributions actually commence.
6.2.3 Forms of Distribution. Unless the Participant's interest is distributed
in the form of an annuity purchased from an insurance company or in a
single sum on or before the required beginning date, as of the first
distribution calendar year distributions will be made in accordance with
Sections 6.3 and 6.4 of this amendment. If the Participant's interest is
distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the
requirements of Section 401(a)(9) of the Code and the Treasury
regulations.
6.3 REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT'S LIFETIME
6.3.1 Amount of Required Minimum Distribution For Each Distribution Calendar
Year. During the Participant's lifetime, the minimum amount that will be
distributed for each distribution calendar year is the lesser of:
(a) the quotient obtained by dividing the Participant's account balance
by the distribution period in the Uniform Lifetime Table set forth in
Section 1.401(a)(9)-9 of the Treasury regulations, using the
Participant's age as of the Participant's birthday in the distribution
calendar year; or
(b) if the Participant's sole designated beneficiary for the distribution
calendar year is the Participant's spouse, the quotient obtained by
dividing the Participant's account balance by the number in the Joint
and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
Treasury regulations, using the Participant's and spouse's attained ages
as of the Participant's and spouse's birthdays in the distribution
calendar year.
6.3.2 Lifetime Required Minimum Distributions Continue Through Year of
Participant's Death. Required minimum distributions will be determined
under this Section 6.3 beginning with the first distribution calendar
year and up to and including the distribution calendar year that includes
the Participant's date of death.
6.4 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT'S DEATH
6.4.1 Death On or After Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. If the Participant
dies on or after the date distributions begin and there is a designated
beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant's death is
the quotient obtained by dividing the Participant's account balance by
the longer of the remaining life expectancy of the Participant or the
remaining life expectancy of the Participant's designated beneficiary,
determined as follows:
(1) The Participant's remaining life expectancy is calculated using
the age of the Participant in the year of death, reduced by one for
each subsequent year.
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(2) If the Participant's surviving spouse is the Participant's sole
designated beneficiary, the remaining life expectancy of the surviving
spouse is calculated for each distribution calendar year after the
year of the Participant's death using the surviving spouse's age as of
the spouse's birthday in that year. For distribution calendar years
after the year of the surviving spouse's death, the remaining life
expectancy of the surviving spouse is calculated using the age of the
surviving spouse as of the spouse's birthday in the calendar year of
the spouse's death, reduced by one for each subsequent calendar year.
(3) If the Participant's surviving spouse is not the Participant's
sole designated beneficiary, the designated beneficiary's remaining
life expectancy is calculated using the age of the beneficiary in the
year following the year of the Participant's death, reduced by one for
each subsequent year.
(b) No Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is no designated beneficiary as of
September 30 of the year after the year of the Participant's death, the.
minimum amount that will be distributed for each distribution calendar
year after the year of the Participant's death is the quotient obtained
by dividing the Participant's account balance by the Participant's
remaining life expectancy calculated using the age of the Participant in
the year of death, reduced by one for each subsequent year.
6.4.2 Death Before Date Distributions Begin.
(a) Participant Survived by Designated Beneficiary. Except as provided in
Section 2.3, if the Participant dies before the date distributions begin
and there is a designated beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of the
Participant's death is the quotient obtained by dividing the
Participant's account balance by the remaining life expectancy of the
Participant's designated beneficiary, determined as provided in
Section 6.4.1.
(b) No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated beneficiary as of
September 30 of the year following the year of the Participant's death,
distribution of the Participant's entire interest will be completed by
December 31 of the calendar year containing the fifth anniversary of
the Participant's death.
(c) Death of Surviving Spouse Before Distributions to Surviving Spouse
Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant's surviving spouse is the
Participant's sole designated beneficiary, and the surviving spouse dies
before distributions are required to begin to the surviving spouse under
Section 6.2.2(a), this Section 6.4.2 will apply as if the surviving
spouse were the Participant.
6.5 DEFINITIONS
6.5.1 Designated beneficiary. The individual who is designated as the
Beneficiary under the Plan and is the designated beneficiary under
Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1,
Q&A-4, of the Treasury regulations.
6.5.2 Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant's death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Participant's required beginning date. For distributions beginning
after the Participant's death, the first distribution calendar year is
the calendar year in which distributions are required to begin under
Section 6.2.2. The required minimum distribution for the Participant's
first distribution calendar year will be made on or before the
Participant's required beginning date. The required minimum distribution
for other distribution calendar years, including the required minimum
distribution for the distribution calendar year in which the
Participant's required beginning date occurs, will be made on or before
December 31 of that distribution calendar year.
6.5.3 Life expectancy. Life expectancy as computed by use of the Single Life
Table in Section 1.401(a)(9)-9 of the Treasury regulations.
6.5.4 Participant's account balance. The account balance as of the last
valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the
amount of any contributions made and allocated or forfeitures allocated
to the account balance as of dates in the valuation calendar year after
the valuation date and decreased by distributions made in the valuation
calendar year after the valuation date. The account balance for the
valuation calendar year includes any amounts rolled over or transferred
to the Plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar
year.
6.5.5 Required beginning date. The date specified in the Plan when
distributions under Section 401(a)(9) of the Internal Revenue Code are
required to begin.
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ARTICLE VII
DEEMED 125 COMPENSATION
If elected, this Article shall apply as of the effective date specified in
Section 2.4 of this amendment. For purposes of any definition of compensation
under this Plan that includes a reference to amounts under Section 125 of the
Code, amounts under Section 125 of the Code include any amounts not available to
a Participant in cash in lieu of group health coverage because the Participant
is unable to certify that he or she has other health coverage. An amount will be
treated as an amount under Section 125 of the Code only if the Employer does not
request or collect information regarding the Participant's other health coverage
as part of the enrollment process for the health plan.
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Except with respect to any election made by the employer in Article II, this
amendment is hereby adopted by the prototype sponsor on behalf of all adopting
employers on September 30, 2003.
Sponsor Name: Bank of Oklahoma, N.A.
By: /s/ JoAnn Schaub
-------------------------------------
JoAnn Schaub, Senior Vice President
NOTE: The employer only needs to execute this amendment if an election has been
made in Article II of this amendment.
This amendment has been executed this _______ day of ______________, ________.
Name of Plan: __________________________
Name of Employer: ______________________
By: ____________________________________
EMPLOYER
Name of Participating Employer: _______________________
By: ____________________________________
PARTICIPATING EMPLOYER
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