EXHIBIT 10.06
REGIONAL
PROTOTYPE PROFIT SHARING PLAN AND TRUST/CUSTODIAL ACCOUNT
STANDARD PLAN ADOPTION AGREEMENT AA #001
The Employer named below adopts the Regional Prototype Profit Sharing Plan
and Trust/Custodial Account and makes the following specified elections
under the Adoption Agreement.
A. ACCOUNTING, EFFECTIVE DATE AND OTHER DATA
1. NAME AND ADDRESS OF EMPLOYER
Employer Name Interwoven, Inc.
Address 885 N. San Antonio Road
City, State, ZIP ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. TYPE OF BUSINESS ORGANIZATION (Select one.)
[_] Sole Proprietorship [_] Partnership
[X] Corporation [_] Subchapter S Corporation
3. EFFECTIVE DATE 01/01/97
(If the Employer is adopting this Plan as a restatement of an existing
plan, the date should be the original effective date of the existing
plan. Otherwise, the date should be the date the Employer chooses the
Plan to be effective).
4. RESTATED DATE
(Complete only if this Plan is a restatement of a plan previously
adopted).
If this Plan is a restatement of a previously existing plan, attach an
addendum listing any optional forms of benefit which must be included
in this plan under Code Section 411(d)(6) and the regulations
thereunder which are not listed elsewhere in the Plan.
5. EMPLOYER TAX YEAR END 12/31
6. PLAN YEAR END 12/31
7. EMPLOYER IDENTIFICATION NUMBER ▇▇-▇▇▇▇▇▇▇
8. PLAN NUMBER (3 digits) 001
9. DESCRIPTION OF TRADE OR BUSINESS Software Development, Consulting
10 LIMITATION YEAR END 12/31
(If this item is not completed, the limitation year end shall be the
calendar year end.)
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B. ELIGIBILITY
1. SERVICE REQUIREMENT (Specify whole years or months.)
a. Whole Years
-- Year(s) of Service [Not more than 2 (1 if the Plan allows
401(k) contributions). If more than 1 Year of Service is
required, the Plan must provide 100% immediate vesting
under Section E.1.]
b. Months
0 Months of Service [Not more than 24 (12 months if the Plan
allows 401(k) contributions). If more than 12 Months of
Service is elected, the Plan must provide 100% immediate
vesting under Section E.1.]
2. MINIMUM AGE REQUIREMENT (Specify.) 0 (May not exceed age 21.)
3. ENTRY DATES
The Plan shall have the following entry dates:
a. [_] The Plan Anniversary Date.*
b. [_] The Plan Anniversary Date and a date six months from the Plan
Anniversary Date.
c. [X] Other * beginning of each calendar month
* If only one entry date per year is provided and an employee enters
the Plan on the entry date following the date on which the employee
satisfies the eligibility requirements, the maximum age and service
requirements in Sections B.1. and B.2. (above) must be reduced by
(OMEGA) year.
4. PLAN ENTRY
An employee shall enter the Plan on the Plan entry date [X] following
[_] prior to [_] closest to the date on which the employee meets the
eligibility requirements of the Plan.
5. ELIGIBILITY FOR EMPLOYER CONTRIBUTIONS (Check if applicable.)
a. [X] A participant shall not be eligible to receive an allocation of
Employer contributions for a Plan Year if he or she is not
employed by the Employer on the last day of the Plan Year and
has no more than 500 Hours of Service during the Plan Year.
b. [_] This provision shall be waived and the participant shall be
eligible for Employer contributions even though not employed on
the last day of the Plan Year if the participant separates from
service due to [_] death [_]disability or [_] retirement (check
all that apply).
c. If elective deferrals are elected under Section D. of this Adoption
Agreement, the requirements of 5.a. and 5.b. (above) [_] shall [X]
shall not apply to Employer contributions made pursuant to a salary
reduction agreement.
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d. If elective deferrals are elected under Section D. of this Adoption
Agreement and matching contributions are elected under Section
D.4., the requirements of 5.a. and 5.b. above [_] shall [X] shall
not apply to such matching contributions.
C. DEFINITION OF COMPENSATION
1. "Compensation" shall mean:
[_] Wages, tips, and other compensation box on Form W-2.
[X] Section 3401(a) wages.
[_] 415 safe-harbor compensation.
2. "Compensation shall mean the amount which is actually paid to the
participant during the determination period which shall be:
[X] The Plan Year.
[_] The taxable year ending with or within the Plan Year.
[_] The limitation year ending with or within the Plan Year.
3. Compensation [X] shall [_] shall not include Employer contributions
made pursuant to a salary reduction agreement which are not includible
in the gross income of the employee under Sections 125, 402(a)(8),
402(h) or 403(b) of the Code.
4. This definition of compensation shall be effective as of 01/01/97.
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D. ELECTIVE DEFERRALS
Complete this section only if elective deferrals or voluntary nondeductible
employee contributions are allowed under this Plan.
1. ELECTIVE DEFERRALS
A participant may elect to have his or her compensation reduced by the
following percentage or amount per pay period, or for a specified pay
period or periods, as designated in writing to the plan administrator.
(Check any applicable options and fill in the appropriate blanks.)
a. [X] An amount not in excess of 15% of a participant's compensation.
b. [_] An amount not in excess of $ (specify dollar amount) of a
participant's compensation per year.
2. CASH OR DEFERRED ELECTIONS
[X] Check here if a participant may base elective deferrals on cash
bonuses that, at the participant's election, may be contributed
to the CODA or received by the participant in cash.
3. ELECTIONS
a. A participant may elect to commence deferrals (under 1. or 2.
above) as of beginning of any calendar month (enter at least
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one date during the calendar year).
b. A participant may elect to terminate or modify the amount of
deferrals as of terminate any time; modify at the beginning of
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any calendar month (enter at least one date during the calendar
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year).
4. MATCHING CONTRIBUTIONS
a. The Employer will make matching
[_] All participants.
[_] All participants who are nonhighly compensated employees.
b. Matching contributions will be made on behalf of each
participant in the amount of:
1) [_] % of the elective deferral made for each Plan Year.
2) [_] The sum of: (i) % of the portion of the elective
deferral which does not exceed % of the
participant's compensation; plus (ii) % of the
portion of the elective deferral which exceeds % of
the participant's compensation.
Note: The percentage of the portion of the elective
deferrals in D(4)(b)(2)(ii) cannot be greater than
the percentage of the portion of the elective
deferrals in D(4)(b)(2)(i).
3) [_] An amount to be determined by the Employer each
year.
c. The Employer shall not match elective deferrals in 1.a. or 1.b.
above in excess of $______ or in excess of % of the
participant's compensation.
d. All Employer matching contributions shall be qualified
nonqualified.
e. Forfeitures of excess aggregate contributions and forfeitures
of any nonqualified matching contributions shall be:
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[_] Used to reduce Employer contributions.
[_] Allocated after all other forfeitures under the Plan, to
each participant's matching contribution account in the
ratio which each participant's compensation for the Plan
Year bears to the total compensation of all participants for
such Plan Year. Qualified Matching Contributions shall mean
matching contributions which are subject to the distribution
and nonforfeitability requirements of Section 401(k) of the
Code when made.
5. QUALIFIED NONELECTIVE CONTRIBUTIONS
a. The Employer [X] will [_] will not make qualified nonelective
contributions to the Plan. If the Employer does make such
contribution to the Plan, then the amount of such contributions
for each Plan Year shall be an amount determined by the Employer.
b. The allocation of qualified nonelective contributions shall be
made to the account of:
[_] All participants.
[X] Only nonhighly compensated participants.
6. VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS
Participants [_] will [X] will not be allowed to make nondeductible
employee contributions.
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7. HARDSHIP WITHDRAWALS
Hardship withdrawals of elective deferrals [X] shall [_] shall not be
permitted.
8. EXCESS ELECTIVE DEFERRALS
Participants who claim excess elective deferrals for the preceding
taxable year must submit their claims in writing to the plan
administrator by 2/15. (Specify a date before April 15.)
E. VESTING
1. SCHEDULE (Select one.)
Participants are vested in that portion of their participants'
accounts attributable to Employer contributions in accordance with the
following schedule:
Top-Heavy Schedules
Year(s) 100% Specify
of Immediate 2/20 3-Year %
Service [_] [_] Cliff [_] [X]
1 100% 0% 0% 100%
2 100% 20% 0% 100% (not less than 20%)
3 100% 40% 100% 100% (not less than 40%)
4 100% 60% 100% 100% (not less than 60%)
5 100% 80% 100% 100% (not less than 80%)
6 100% 100% 100% 100% (not less than 100%)
Nontop-Heavy Schedules
Year(s) 5-Year 3 - 7 Specify Specify
of Cliff Year % %
Service [_] [_] [_] [_]
1 0% 0%
2 0% 0%
3 0% 20% (not less than 20%)
4 0% 40% (not less than 40%)
5 100% 60% 100% (not less than 60%)
6 100% 80% 100% (not less than 80%)
7 100% 100% 100% 100%
2. EXCLUSIONS: (Check all applicable ones. Does not apply if 100%
immediate vesting in Section E.1. above has been selected.)
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a. [_] Exclude Year(s) of Service prior to effective date of the
Plan (except periods during which the Employer maintained a
predecessor to this Plan).
b. [_] Exclude Year(s) of Service prior to or during the computation
year in which the employee attains age 18 (age 22 for Plan
Years beginning before 1/1/85).
3. If a nontop-heavy vesting schedule is chosen in Section E.1., the
following schedule will apply as of the first day of the Plan Year
for which the Plan is Top-Heavy: (Select one.)
[_] 100% Immediate [_] 2/20 Vesting [_] 3-Year ▇▇▇▇▇
▇. NORMAL RETIREMENT AGE
65 (May not be earlier than age 59(OMEGA) or later than age 65.)
G. EARLY RETIREMENT AGE
(May not be earlier than age 55.)
Early retirement shall only be available to participants who have completed
Years of Service.
H. SERVICE WITH PREVIOUS EMPLOYER (Select One.)
1. [_] Service with a previous Employer will not be taken into account
except to the extent service is required to be given pursuant to
Code Section 414(a) and the regulations thereunder.
2. [_] Service with the following previous Employer(s) shall be taken into
account for purposes of eligibility (Section B.1.) and vesting
(Section E.1.).
I. LIMITATIONS ON ALLOCATIONS
If the Employer maintains or has ever maintained another qualified plan
(other than a paired defined contribution regional prototype plan) in which
any participant in this Plan is (or was) a participant or could become a
participant, complete this section. The Employer must also complete this
section if it maintains a welfare benefit fund, as defined in Section
419(e) of the Code, or an individual medical account, as defined in Section
415(l)(2) of the Code, under which amounts are treated as annual additions
with respect to any participant in this Plan.
1. DEFINED CONTRIBUTION PLAN (Select one.)
If the participant is covered under another qualified defined
contribution plan maintained by the Employer, other than a regional
prototype plan:
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[_] The provisions of Article VII of the Plan Document will apply as
if the other plan were a regional prototype plan.
[_] Provide the method under which the plans will limit total annual
additions to the maximum permissible amount, and will properly
reduce any excess amounts in a manner that precludes Employer
discretion.
2. DEFINED BENEFIT PLAN
If the participant is or has been a participant in a defined benefit
plan maintained by the Employer or an Affiliate, the annual additions
to this and/or another qualified defined contribution plan, or
projected annual benefit in one or more qualified defined benefit
plans shall be reduced so that the sum of the defined contribution
fraction and the defined benefit fraction will not exceed 1.0.
(Describe in an addendum attached to this Adoption Agreement. The
method specified shall preclude discretion by the Employer or
Affiliate.)
J. ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES
(Complete only if an integrated allocation formula is chosen.)
Note: An integrated formula may not be elected if the Employer or an
Affiliate maintains any other plan integrated with social security and such
other plan covers employees who are also participants in the Plan.
INTEGRATION LEVEL (Select one.)
The integration level shall be equal to the taxable wage base or such
lesser amount elected below by the Employer. The taxable wage base is the
maximum amount of earnings which may be considered wages for a year under
Section 3121(a)(1) of the Code in effect as of the beginning of the Plan
Year.
[_] Taxable Wage Base
[_] $ (a dollar amount less than the taxable wage base)
[_] % of Taxable Wage Base (not to exceed 100%)
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K. ADMINISTRATIVE ELECTIONS
1. PAYOUTS OF SMALL ACCOUNT BALANCES
Employer [X] will [_] will not automatically make a total distribution
of the participant's vested interest if it is $3,500 or less upon
retirement, termination of employment or disability.
2. DISTRIBUTIONS AT TERMINATION OF EMPLOYMENT
[X] A participant [X] may [_] may not take a total distribution of
his/her vested account balance if he/she terminates employment
for reasons other than death, disability, or retirement.
[_] A participant may take a total distribution of his/her vested
account balance if he/she terminates employment for reasons other
than death, disability or retirement if the total benefit is
$ or less.
3. HARDSHIP WITHDRAWALS
Hardship withdrawals [X] shall [_] shall not be allowed under the
Plan.
4. PARTICIPANT LOANS
Plan loans to participants [X] shall [_] shall not be allowed.
If loans are allowed, a minimum loan amount of $ shall apply. (Amount
cannot exceed $1,000.)
5. PARTICIPANT-DIRECTED INVESTMENTS
Participant-directed investments [X] shall [_] shall not be allowed.
6. ROLLOVERS
Rollovers of funds, by participants, from other plans to this Plan [X]
shall [_] shall not be allowed.
7. TRANSFERS
Transfers of funds, by participants, from other plans to this Plan [X]
shall [_] shall not be allowed.
8. HOURS OF SERVICE
Rather than compute service based upon actual Hours of Service, the
Employer may elect to compute service based upon one of the
alternatives listed below. If selected, this method will be applied to
all employees under the Plan. (Check one if desired. If no box is
checked, service will be based upon actual hours worked.)
[_] An employee will be credited with 10 Hours of Service for each
day in which the employee would be credited with 1 Hour of
Service.
[_] An employee will be credited with 45 Hours of Service for each
week in which the employee would be credited with at least 1 Hour
of Service.
[_] An employee will be credited with 190 Hours of Service for each
month in which the employee would be credited with at least 1
Hour of Service.
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L. SPECIAL RULES FOR TOP-HEAVY PLANS (Select one.)
This section must be completed if the Plan is a Top-Heavy Plan (see
definition in Section 3.48 of the Plan Document) and the Employer or an
Affiliate maintains another plan or plans in addition to this Plan (other
than the Bankers Systems Financial Services' REGIONAL Prototype Money
Purchase Plan and Trust designated Plan 002 and Basic Plan Document 01).
[X] The minimum contribution and benefit requirements of Code Section 416
will be satisfied as provided in Section 5.4 of the Plan Document.
[_] The minimum contribution and benefit requirements of Code Section 416
will be satisfied as provided in the addendum attached to the Adoption
Agreement. (Specify in an addendum attached to the Adoption Agreement
the method for coordinating all such plans with this Plan so that the
minimum contribution and benefit requirements will be met.)
M. FILING PLAN WITH INTERNAL REVENUE SERVICE
An Employer that has ever maintained or later adopts any plan [including a
welfare benefit fund, as defined in Section 419(e) of the Code; which
provides post-retirement medical benefits allocated to separate accounts
for key employees, as defined in Section 419A(d)(3) of the Code; or an
individual medical account, as defined in Section 415(l)(2) of the Code] in
addition to this Plan (other than paired plan 002) may not rely on the
opinion letter issued by the National Office of the Internal Revenue
Service as evidence that this Plan is qualified under Section 401 of the
Internal Revenue Code. If the Employer adopts or maintains multiple plans
or who may not rely on this notification letter pursuant to the preceding
sentence and wishes to obtain reliance that its plan(s) are qualified,
application for a determination letter should be made to the appropriate
Key District Director of Internal Revenue Service.
This Adoption Agreement may be used only in conjunction with Regional Basic
Plan Document 01.
N. ADOPTION AND ADVICE
By executing this document, the Employer agrees to be bound by all the
terms and conditions of the Plan (including the Adoption Agreement) and
further certifies and warrants that it has relied on the advice of an
independent adviser as to the legal and tax effects of adopting the Plan.
Failure to properly complete all items on this Adoption Agreement may
result in disqualification of the Plan.
The sponsoring organization will notify the adopting Employer of any
amendments made to the Plan or discontinuance or abandonment of the Plan.
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The name, address and telephone number of the sponsoring organization or
its agent is imprinted on the top of the Adoption Agreement.
O. SIGNATURES AND DATE
Executed this 1st day of July, 1997
EMPLOYER
Name of Business Interwoven, Inc.
By /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇
Its (Title) Vice President
AFFILIATES (Must be executed on behalf of any Affiliates. Attach addendum
with signatures if more than one Affiliate.)
Name of Business
By ____________________________________________________________
Its (Title)
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P. CUSTODIAN/TRUSTEE (Select one.)
CAUTION: READ INSTRUCTIONS BEFORE COMPLETING.
Instructions: The Financial Institution may act as Custodian, but only if
the Employer and any Affiliates are sole proprietorships or partnerships. A
corporate plan may not use a Custodian. In addition, an individual may not
serve as a Custodian. Select Financial Institution Trustee only if the
Financial Institution has full trust powers under applicable state and/or
federal laws. By executing this Plan as Custodian or Trustee, the Financial
Institution warrants and represents that it is qualified to act as
Custodian or Trustee, as the case may be, under all applicable federal and
state laws and regulations.
[_] Financial Institution Custodian
[_] Financial Institution Trustee
[X] Self-Trusteed Plan
CUSTODIAN OR TRUSTEE
Name ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Address 885 N. San Antonio Road
City, State, ZIP ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
By /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------------------------------------
▇▇▇▇ ▇▇▇▇▇
Its (Title) Vice President
Q. SPONSOR
Bankers Systems, Inc.
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ADDITIONAL SUMMARY OF PLAN DESCRIPTION INFORMATION
1. Plan Name Interwoven, Inc. 401(k) Plan
2. Employer's Phone Number (▇▇▇) ▇▇▇-▇▇▇▇
3. AGENT
Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Address 885 N. San Antonio Road
City, State ZIP ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
4. TYPE OF PLAN ADMINISTRATION
[_] Employer provided administration
[X] Contract (Third Party) administration
[_] Insurer provided administration
5. ADDENDUM
[_] Check here if the Employer has amended its qualified plan from a
plan other than from Bankers Systems and the employer has added
an addendum to continue required optional forms of benefit (i.e.
payment schedule, timing, commencement, medium of distribution,
etc.)
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