EXHIBIT 4.5
ADOPTION AGREEMENT
DREYFUS NONSTANDARDIZED
PROTOTYPE PROFIT SHARING PLAN AND TRUST
PLAN NUMBER 01002
IRS SERIAL NUMBER D362552A
The Employer named in Section I.A. below hereby establishes or restates a Profit
Sharing Plan ("Plan") and Trust, consisting of such sums as shall be paid to the
Trustee(s) under the Plan, the investments thereof and earnings thereon. The
terms of the Plan and Trust are set forth in this Adoption Agreement and the
applicable provisions of the Dreyfus Prototype Defined Contribution Plan, Basic
Plan Document No. 01, and the Dreyfus Trust Agreement, both as amended from time
to time, which are hereby adopted and incorporated herein by reference.
I. BASIC PROVISIONS
A. Employer's Name: ▇▇▇▇▇▇▇▇▇ U.S., INC.
Address: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B. Employer is a (X) corporation; ( ) S Corporation; ( ) partnership; ( )
sole proprietor; ( ) other: [....]
C. Employer's Tax ID Number: ▇▇-▇▇▇▇▇▇▇
D. Employer's fiscal year: JANUARY 1 - DECEMBER 31
E. Plan Name: ▇▇▇▇▇▇▇▇▇ TAX REDUCTION INVESTMENT PLAN FOR ASHEVILLE
HOURLY AND CERTAIN NONEXEMPT EMPLOYEES
F. If this is a new Plan, the Effective Date of the Plan is:
If this is an amendment and restatement of an existing Plan, enter the
original Effective Date JANUARY 1, 1992. The effective date of this
amended Plan is JANUARY 1, 1997.
G. The Trustee shall be:
(X) The Dreyfus Trust Company
( ) Other: (Name) [....]
(Address) [....]
(Address) [....]
(Phone #) [....]
H. The first Plan Year shall be [....] through [....]. Thereafter, the
Plan Year shall mean the 12-consecutive-month period commencing on
JANUARY 1 and ending on DECEMBER 31.
I. Service with the following predecessor employer(s):
shall be credited for purposes of: [ ] eligibility; [ ] vesting.
Note: Such Service must be credited if the adopting Employer maintains
the plan of the predecessor employer.
J. The following employer(s) aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Internal Revenue Code ("Code") shall be
Participating Employers in the Plan:
K. Are all employers aggregated with the Employer under Sections 414(b),
(c), (m) or (o) of the Code participating in this Plan?
( ) Yes (X) No
II. HOURS OF SERVICE
A. For Eligibility Purposes.
Hours of Service under the Plan will be determined for all Employees on the
basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited with
at least one (1) Hour of Service during the day under the Plan.
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( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would be
credited with at least one (1) Hour of Service during the week under
the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-monthly
payroll period such Employee would be credited with at least one (1)
Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with one
hundred ninety (190) Hours of Service for any month such Employee
would be credited with at least one (1) Hour of Service under the
Plan.
(X) On the basis of elapsed time.
B. For Vesting Purposes.
Hours of Service under the Plan will be determined for all Employees on the
basis of the method selected below:
( ) On the basis of actual hours for which an Employee is paid or
entitled to payment.
( ) On the basis of days worked. An Employee will be credited with ten
(10) Hours of Service for any day such Employee would be credited with
at least one (1) Hour of Service during the day under the Plan.
( ) On the basis of weeks worked. An Employee will be credited with
forty-five (45) Hours of Service for any week such Employee would be
credited with at least one (1) Hour of Service during the week under
the Plan.
( ) On the basis of semi-monthly payroll periods. An Employee will be
credited with ninety-five (95) Hours of Service for any semi-monthly
payroll period such Employee would be credited with at least one (1)
Hour of Service under the Plan.
( ) On the basis of months worked. An Employee will be credited with one
hundred ninety (190) Hours of Service for any month such Employee
would be credited with at least one (1) Hour of Service under the
Plan.
(X) On the basis of elapsed time.
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III. ELIGIBLE EMPLOYEES
All Employees shall be Eligible Employees, except:
(X) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith
bargaining. For this purpose, the term "employee representatives" does
not include any organization more than half of whose members are
Employees who are owners, officers, or executives of the Employer.
(X) Employees who are nonresident aliens and who receive no earned income
from the Employer which constitutes income from sources within the
United States.
(X) Employees included in the following classification(s): ANY INDIVIDUAL
WHO IS NOT AN HOURLY PAID EMPLOYEE REGULARLY EMPLOYED AT THE
ASHEVILLE, NC AND ANY NONEXEMPT EMPLOYEE AT THE GAINESVILLE, GA
FACILITY
(X) Employees of the following employers aggregated with the Employer
under Sections 414(b), (c), (m) or (o) of the Code: ▇▇▇▇▇▇▇
CORPORATION, ▇▇▇▇▇▇▇ CABLE SYSTEMS, INC. AND ITS SUBSIDIARIES, ▇▇▇▇▇▇▇
ELECTRIC CORPORATION AND ITS SUBSIDIARIES, COMMUNICATION CABLE, INC.
AND EMTEC PRODUCTS CORPORATION.
(X) Individuals required to be considered Employees under Section 414(n)
of the Code.
( ) Employees who, subject to determination by the Committee that such
election will not affect the plan's qualification, make a one-time
irrevocable election not to participate in the Plan for purposes of
the following:
[ ] Employer Discretionary Contributions.
[ ] Elective Deferrals/Thrift Contributions/Combined Contributions.
Note: The term Employee includes all employees of the Employer and any
employer required to be aggregated with the Employer under Sections
414(b), (c), (m) or (o) of the Code, and individuals considered
employees of any such employer under Section 414(n) or (o) of the
Code.
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IV. AGE AND SERVICE REQUIREMENTS
Each Eligible Employee shall become a Participant on the Entry Date
coincident with or following completion of the following requirements:
Age: ( ) No age requirement.
(X) The attainment of age 21 (not to exceed age 21).
Service: ( ) No service requirement.
( ) For Employer Discretionary Contributions only -- The
completion of [....] (not to exceed 1 unless 100%
immediate vesting is elected, in which case, may not
exceed 2) Eligibility Years of Service. If the
Eligibility Years of Service is or includes a
fractional year, an Employee shall not be required to
complete any specific number of Hours of Service to
receive credit for such fractional year.
If more than 1 Eligibility Year of Service is required,
Participants must be 100% immediately vested.
(X) For all other contributions -- The completion of 1/4
(not to exceed 1) Eligibility Year of Service.
AND
Effective
Date: ( ) Each Eligible Employee who is employed on the
Effective Date shall become a Participant on the
Effective Date. Each Eligible Employee employed after
the Effective Date shall become a Participant on the
Entry Date coincident with or following completion of
the age and service requirements specified above.
( ) Each Eligible Employee who is employed on the
effective date of this amended plan shall become a
Participant as of such date. Each Eligible Employee
employed after the effective date shall become a
Participant on the entry date coincident with or
following completion of the age and service
requirements specified above.
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V. ELIGIBILITY YEARS OF SERVICE
A. For Employer Discretionary Contributions, in order to be credited with
an Eligibility Year of Service, an Employee shall complete [....] (not
to exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
B. For all other contributions, in order to be credited with an
Eligibility Year of Service, an Employee shall complete [....] (not to
exceed 1,000) Hours of Service.
Note: Not applicable if elapsed time method of crediting service for
eligibility purposes is elected.
Note: In the case of an Employee in the Maritime Industry, for
purposes of Eligibility Years of Service, refer to Section 1.24 of the
Plan.
VI. ENTRY DATE
The Entry Date shall mean:
( ) For the first Plan Year only, the initial Entry Date shall be
____________;
thereafter:
( ) Annual Entry. The first day of the Plan Year. [Note: If Annual Entry
is selected, the age and service requirements cannot exceed 20 1/2 and
1/2 Eligibility Year of Service.]
( ) Dual Entry. The first day of the Plan Year and the first day of the
seventh month of the Plan Year.
(X) Quarterly Entry. The first day of the Plan Year and the first day of
the fourth, seventh and tenth months of the Plan Year.
( ) Monthly Entry. The first day of the Plan Year and the first day of
each following month of the Plan Year.
( ) Other:_____________________________________________________________
(Note: Eligible Employees must commence participation no later than
the earlier
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of: a) the beginning of the Plan Year after meeting the age and
service requirements, or b) 6 months after the date the Employee meets
the age and service requirements).
VII. COMPENSATION
A. Except for purposes of "annual additions" testing under Section 415 of
the Code, Compensation shall mean all of each Participant's:
(X) Information required to be reported under Sections 6041, 6051, and
6052 of the Code. (Wages, tips and other compensation box on Form W-2)
Compensation is defined as wages as defined in Section 3401(a) and all
other payments of compensation to the Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be determined
without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code). This definition
of Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to the
extent that at the time of the payment it is reasonable to believe
that these amounts are deductible by the Employee under Section 217 of
the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a
nonaccountable plan (as described in Section 1.62-2(c)), and excluding
the following:
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(a) Employer contributions to a plan of deferred compensation which
are not includible in the Employee's gross income for the taxable
year in which contributed, or Employer contributions under a
simplified employee pension plan described in Section 408(k), or
any distributions from a plan of deferred compensation regardless
of whether such amounts are includible in the gross income of the
Employee;
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified stock option; and
(d) Other amounts which receive special tax benefits, such as
premiums for group-term life insurance (but only to the extent
that the premiums are not includible in the gross income of the
Employee), or contributions made by the Employer (whether or not
under a salary reduction agreement) towards the purchase of an
annuity contract described in Section 403(b) of the Code (whether
or not the contributions are actually excludable from the gross
income of the Employee).
which is actually paid to the Participant during the following applicable
period:
( ) the portion of the Plan Year in which the Employee is a
Participant in the Plan.
(X) the Plan Year.
( ) the calendar year ending with or within the Plan Year.
(X) Compensation shall be reduced by all of the following items (even if
includible in gross income): reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits.
Compensation (X) shall; ( ) shall not include Employer contributions made
pursuant to a salary reduction agreement with an Employee which are not
includible in the gross income of the Employee by reason of Sections 125,
402(e)(3), 402(h)(1)(B) or 403(b) of the Code.
8
If the Employer's contributions to the Plan are not allocated on an
integrated basis, the following may be excluded from the definition of
Compensation selected above for any year in which the Plan is not Top
Heavy:
( ) bonuses
( ) overtime
( ) commissions
( ) amounts in excess of $ [....]
(X) AMOUNTS REALIZED FROM THE SALE, EXCHANGE OR
OTHER DISPOSITION OF STOCK ACQUIRED UNDER A
QUALIFIED STOCK OPTION
For any Self-Employed Individual covered under the Plan, Compensation means
Earned Income.
B. For purposes of "annual additions" testing under Section 415 of the
Code, Compensation for any Limitation Year shall mean all of each
Participant's:
(X) Information required to be reported under Sections 6041, 6051 and 6052
of the Code. (Wages, tips and other compensation box on Form W-2)
Compensation is defined as wages as defined in Section 3401(a) and all
other payments of compensation to the Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is
required to furnish the Employee a written statement under Sections
6041(d) and 6051(a)(3) of the Code. Compensation must be determined
without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the
employment or services performed (such as the exception for
agricultural labor in Section 3401(a)(2) of the Code). This definition
of Compensation shall exclude amounts paid or reimbursed by the
Employer for moving expenses incurred by an Employee, but only to the
extent that at the time of the payment it is reasonable to believe
that these amounts are deductible by the Employee under Section 217 of
the Code.
( ) Section 3401(a) wages. Compensation is defined as wages within the
meaning of Section 3401(a) of the Code for purposes of income tax
withholding at the source but determined without regard to any rules
that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the
exception for agricultural labor in Section 3401(a)(2) of the Code).
9
( ) Section 415 safe-harbor compensation. Compensation is defined as
wages, salaries, and fees for professional services and other amounts
received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a
nonaccountable plan (as described in Section 1.62-2(c)), and excluding
the following:
(a) Employer contributions to a plan of deferred
compensation which are not includible in the
Employee's gross income for the taxable year in which
contributed, or Employer contributions under a
simplified employee pension plan described in Section
408(k), or any distributions from a plan of deferred
compensation regardless of whether such amounts are
includible in the gross income of the Employee;
(b) Amounts realized from the exercise of a nonqualified
stock option, or when restricted stock (or property)
held by the Employee either becomes freely
transferable or is no longer subject to a substantial
risk of forfeiture;
(c) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock
option; and
(d) Other amounts which receive special tax benefits,
such as premiums for group-term life insurance (but
only to the extent that the premiums are not
includible in the gross income of the Employee), or
contributions made by the Employer (whether or not
under a salary reduction agreement) towards the
purchase of an annuity contract described in Section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).
which is actually paid or includible in gross income during such
Limitation Year.
For any Self-Employed Individual covered under the Plan, Compensation
means Earned Income.
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VIII. LIMITATION YEAR
Limitation Year shall mean the twelve (12) consecutive-month period:
(X) Identical to the Plan Year.
( ) Identical to the Employer's fiscal year ending with or
within the Plan Year of reference.
( ) As fixed by a resolution of the Board of Directors of the
Employer, or the Employer if no Board of Directors exists.
IX. NORMAL RETIREMENT AGE
Normal Retirement Age shall mean:
(X) Age 65 (not to exceed 65).
( ) Age [....] (not to exceed 65), or the [....] (not to exceed
the 5th) anniversary of the date the Participant commenced
participation in the Plan, if later.
X. EARLY RETIREMENT AGE
Early Retirement Age shall mean:
(X) There shall be no early retirement provision in this Plan.
( ) Age [....].
( ) Age [....] and [....] Years of Service.
XI. EMPLOYER AND EMPLOYEE CONTRIBUTIONS
A. Types and allocation of Contributions
1. Employer Discretionary Contributions
(X) Not permitted.
( ) Permitted.
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( ) An amount fixed by appropriate
action of the Employer.
( ) [....]% of Compensation of
Participants for the Plan Year (not
to exceed 15%).
( ) [....]% of Compensation of
Participants for the Plan Year, plus
an additional amount fixed by
appropriate action of the Employer
(in total not to exceed 15%).
Employer Discretionary Contributions ( ) shall; ( )
shall not be integrated with Social Security.
If integrated with Social Security:
a. ( ) The Permitted Disparity
Percentage shall be
[....]%.
b. ( ) The Permitted Disparity
Percentage shall be
determined annually by
appropriate action of the
Employer.
c. ( ) The Integration Level
shall be:
( ) the Taxable Wage
Base.
( ) $______ (a dollar amount
less than the
Taxable Wage Base).
( ) ____% (not to exceed 100%
of the Taxable Wage
Base).
Note: The Permitted Disparity Percentage
cannot exceed the lesser of: (i) the
base contribution, or (ii) the
greater of 5.7% or the tax rate
under Section 3111(a) of the Code
attributable to the old age
insurance portion of the Old Age,
Survivors and Disability Income
provisions of the Social Security
Act (as in effect on the first day
of the Plan Year). If the
Integration Level selected above is
other than the Taxable Wage Base
("TWB"), the 5.7% factor in the
preceding sentence must be replaced
by the applicable percentage
determined from the following table.
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If the Integration Level is:
The Applicable
more than but not more than Factor is
$0 X* 5.7%
X* 80% of TWB 4.3%
80% of TWB Y** 5.4%
*X = the greater of $10,000 or
20% of TWB
**Y = any amount more than 80% of
TWB, but less than 100% of TWB
Allocation of Employer Discretionary Contributions.
In order to share in the allocation of Employer
Discretionary Contributions (and forfeitures, if
forfeitures are reallocated to Participants) an
Active Participant:
( ) Need not be employed on the last day of
the Plan Year.
( ) Must be employed on the last day of the
Plan Year, unless the Participant terminates
employment on account of:
( ) Death.
( ) Disability.
( ) Attainment of Early Retirement Age.
( ) Attainment of Normal Retirement Age.
( ) Employer approved leave of absence.
( ) Must have ( ) 501 Hours of Service; ( )
[....] Hours of Service (cannot exceed
1,000). (Note: Not applicable if elapsed
time method of crediting service is elected.
2. Elective Deferrals
(X) Not permitted.
( ) Permitted.
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A Participant may elect to have his or her
Compensation reduced by:
( ) An amount not in excess of [....] of
Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year].
( ) An amount not in excess of $[....] of
Compensation [cannot exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year].
( ) An amount not to exceed the dollar
limitation of Section 402(g) of the Code for
the calendar year.
( ) An amount not in excess of (Note: The
percent for the Highly Compensated Employee
cannot exceed the percent for the Non-
Highly Compensated Employee):
% of Compensation [cannot
exceed the dollar limitation of
Section 402(g) of the Code for the
calendar year] for each Highly
Compensated Employee; and
% of Compensation [cannot
exceed the dollar limitation of
Section 402(g) of the Code for the
calendar year] for each Non-Highly
Compensated Employee.
A Participant may elect to commence Elective
Deferrals the next pay period following: [....]
(enter date or period -- at least once each calendar
year).
A Participant may modify the amount of Elective
Deferrals as of [....] (enter date or period -- at
least once each calendar year).
A Participant ( ) may; ( ) may not 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. Such election shall be
effective as of the next pay period following [....]
or as soon as administratively feasible thereafter.
Participants who claim Excess Elective Deferrals for
the preceding calendar year must submit their claims
in writing to the plan administrator by [....] (enter
date between March 1 and April 15).
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A Participant ( ) may; ( ) may not elect to
recharacterize Excess Contributions as Thrift
Contributions. (Note: Available only if Thrift
Contributions are permitted.)
Participants who elect to recharacterize Excess
Contributions for the preceding Plan Year as Thrift
Contributions must submit their elections in writing
to the Committee by [....] (enter date no later than
2 1/2 months after close of Plan Year).
3. Thrift Contributions
(X) Not permitted.
( ) Permitted.
Participants shall be permitted to make
Thrift Contributions from [....] % (not less
than 1) to [....]% (not more than 10) of
their total aggregate Compensation.
A Participant may elect to commence Thrift
Contributions the next pay period following
[....] (enter date or period--at least once
each calendar year).
The Change Date for a Participant to modify
the amount of Thrift Contributions shall be
as of [....] (enter date or period -- at
least once each calendar year).
4. Elective Deferrals and Thrift Contributions, combined
("Combined Contributions")
( ) Not Permitted.
(X) Permitted.
A Participant may elect to make Combined
Contributions which do not exceed 15% of
Compensation. (Note: Elective Deferrals can
not exceed the dollar limitation of Section
402(g) of the Code for the calendar year).
A Participant may elect to commence
contributions the next pay period following:
JANUARY 1, APRIL 1, JULY 1, OCTOBER 1 (enter
date or period -- at least once each
calendar year).
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A Participant may modify his amount of
Combined Contributions as of JANUARY 1,
APRIL 1, JULY 1, OCTOBER 1 (enter date or
period -- at least once each calendar year).
A Participant ( ) may; (X) may not 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. Such election shall be
effective as of the next pay period
following [....] or as soon as
administratively feasible thereafter.
Participants who claim Excess Elective
Deferrals for the preceding calendar year
must submit their claims in writing to
the plan administrator by MARCH 1 (enter
date between March 1 and April 15).
A Participant (X) may; ( ) may not elect to
recharacterize Excess Contributions as
Thrift Contributions.
Participants who elect to recharacterize
Excess Contributions for the preceding Plan
Year as Thrift Contributions must submit
their elections in writing to the Committee
by MARCH 1 (enter date no later than 2 1/2
months after close of the Plan Year).
5. Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or may (in the
event that the Matching Contribution
amount is within the discretion of
the Employer) make Matching
Contributions to the Plan with
respect to (any one or a combination
of the following may be selected):
(X) Elective Deferrals.
( ) Thrift Contributions.
( ) Combined Contributions.
Such Matching Contributions will be made on
behalf of:
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(X) All Participants who make
such contribution(s).
( ) All Participants who are
Non-Highly Compensated
Employees who make such
contribution(s).
The amount of such Matching Contributions
made on behalf of each such Participant
shall be:
(i) Elective Deferrals (any one or a
combination of the following may be
selected) -
( ) An amount or percentage
fixed by appropriate action
of the Employer.
(X) 50% of the Elective
Deferrals.
( ) [....]% of the first
[....]% of Compensation
contributed as an Elective
Deferral, plus
[....]% of the next [....]%
of Compensation contributed
as an Elective Deferral,
plus
[....]% of the next [....]%
of Compensation contributed
as an Elective Deferral.
The Employer shall not match
Elective Deferrals as provided above
in excess of $[....] or in excess of
6% of the Participant's
Compensation.
The Employer shall not match
Elective Deferrals made by the
following class(es) of Employees:
[....]
(ii) Thrift Contributions (any one or a
combination of the following may be
selected)-
( ) An amount or percentage
fixed by appropriate action
of the Employer.
( ) $[....] for each dollar
of Thrift Contributions.
( ) [....]% of the Thrift
Contributions.
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( ) [....]% of the first
[....]% of Compensation
contributed, plus [....]%
of the next [....]% of
Compensation contributed,
plus [....]% of the
remaining Compensation
contributed.
The Employer shall not match Thrift
Contributions as provided above in
excess of $[....] or in excess of
[....]% of the Participant's
Compensation.
The Employer shall not match Thrift
Contributions made by the following
class(es) of Employees: [...]
(iii) Combined Contributions (any one or a
combination of the following may be
selected).
( ) An amount fixed by
appropriate action of the
Employer.
( ) [....]% of Combined
Contributions.
( ) [....]% of Elective
Deferrals, plus [....]% of
Thrift contributions.
( ) [....]% of the first
[....]% of Compensation
contributed, plus [....]%
of the next [....]% of
Compensation contributed,
plus [....]% of the
remaining Compensation
contributed.
The Employer shall not match Combined
Contributions as provided above in excess of
$[....] or in excess of [....]% of the
Participant's Compensation.
The Employer shall not match Combined
Contributions made by the following
class(es) of Employees: [....]
Matching Contributions shall be made each:
( ) Payroll period.
(X) Month.
( ) Quarter.
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( ) Plan Year.
Allocation of Matching Contributions --
In order to share in the allocation of Matching
Contributions (and forfeitures, if forfeitures are
reallocated to participants) a Participant:
( ) Must be employed on the last day
of the payroll period.
( ) Must be employed on the last day
of the Month.
( ) Must be employed on the last day
of the Quarter.
( ) Must be employed on the last day
of the Plan Year.
unless the Participant terminates employment
on account of:
( ) Death.
( ) Disability.
( ) Attainment of Early
Retirement Age.
( ) Attainment of Normal
Retirement Age.
( ) Employer approved leave
of absence.
( ) Must have ( ) 501 Hours of
Service; ( ) [....] Hours of Service
(cannot exceed 1,000). Note: Not
applicable if elapsed time method of
crediting service is elected.
6. Qualified Matching Contributions
( ) Not permitted.
(X) Permitted.
(X) The Employer shall or
may (in the event that the
Qualified Matching
Contribution amount is
within the discretion of
the Employer) make
Qualified Matching
Contributions.
Qualified Matching Contributions will be
made on behalf of:
19
( ) All Participants who make Elective
Deferrals.
(X) All Participants who are Non-Highly
Compensated Employees and who make
Elective Deferrals.
The amount of such Qualified Matching
Contributions made on behalf of each
Participant shall be (any one or a
combination of the following may be
selected):
(X) An amount or percentage fixed by
appropriate action by the Employer.
( ) [....]% of the Elective Deferrals.
The Employer shall not match Elective Deferrals as
provided above in excess of $[....] or in excess of
6% of the Participant's Compensation.
7. Qualified Nonelective Contributions
( ) Not permitted.
(X) The Employer shall have the discretion to
contribute Qualified Nonelective
Contributions for any Plan Year in an amount
to be determined each year by the Employer.
Qualified Nonelective Contributions will be
made on behalf of (select as appropriate):
( ) All Eligible Employees.
( ) All Participants who make Elective
Deferrals.
(X) All Participants who are Non-Highly
Compensated Employees and who make
Elective Deferrals.
( ) All Participants who are
Non-Highly Compensated Employees.
( ) All Non-Key Employees.
B. Forfeitures (Do not complete if 100% immediate vesting is
elected).
20
Forfeitures of Employer Discretionary Contributions, Matching
Contributions or Excess Aggregate Contributions shall be:
( ) Allocated to participants in the manner provided in
Sections 4.2 and 4.7(d)(2) of the Plan.
(X) Used to reduce:
(X) any future Employer contributions.
( ) Plan expenses.
C. Contributions Not Limited by Net Profits
Indicate for each type of Employer contribution allowed under
the Plan whether such contributions are to be limited to Net
Profits of the Employer for the taxable year of the Employer
ending with or within the Plan Year:
( ) Yes ( ) No Employer
Discretionary
Contributions
( ) Yes (X) No Elective Deferrals
( ) Yes (X) No Qualified
Nonelective
Contributions
( ) Yes (X) No Matching
Contributions
( ) Yes (X) No Qualified Matching
Contributions.
XII. DISTRIBUTIONS AND IN-SERVICE WITHDRAWALS
A. Accounts shall be distributable upon a Participant's
separation from service, death, or Total and Permanent
Disability, and, in addition:
(X) Termination of the Plan without establishment or
maintenance of a successor plan.
(X) The disposition to an entity that is not an
Affiliated Employer of substantially all of the
assets used by the Employer in a trade or business,
but only if the Employer continues to maintain the
Plan and only with respect to participants who
continue employment with the acquiring corporation.
21
(X) Upon attainment of the Plan's Normal Retirement Age.
(X) The disposition to an entity that is not an
Affiliated Employer of the Employer's interest in a
subsidiary, but only if the Employer continues to
maintain the Plan and only with respect to
Participants who continue employment with such
subsidiary.
( ) Vested portion of Employer Discretionary
Contributions on account of a Participant's financial
hardship to the extent permitted by Section 4.9 of
the Plan.
( ) Vested portion of Employer Matching Contributions
on account of a Participant's financial hardship to
the extent permitted by Section 4.9 of the Plan.
B. In addition to A above, Elective Deferrals, Qualified
Nonelective Contributions and Qualified Matching Contributions
(as applicable) and income allocable to such amounts shall be
distributable:
(X) Upon the Participant's attainment of age 59 1/2.
(X) On account of a Participant's financial hardship, to
the extent permitted by Section 4.9 of the Plan
(Elective Deferrals Only).
C. In-service withdrawals from a Participant's: ( ) Employer
Discretionary Contribution Account; (X) Matching Contribution
Account; ( ) Transfer Account, if any ( ) shall; (X) shall not
be permitted upon the attainment of age 59 1/2. (Permitted
only if the Plan is not integrated with Social Security and a
Participant's Employer Discretionary Contribution Account and
Matching Contribution Accounts are 100% vested at time of
distribution.)
D. Distribution of benefits upon separation of service,
retirement or death of a Participant ( ) shall; (X) shall not
be subject to the Automatic Annuity rules of Section 8.2 of
the Plan.
E. (Complete only if the Plan is not subject to the Automatic
Annuity rules of Section 8.2.) Check the appropriate optional
forms of benefit that shall be available under the Plan (if
left blank, the provisions of Section 8.6(a) of this Plan
shall apply):
[X] Single lump sum payment.
[ ] Installment payments pursuant to Section
8.6(a) of the Plan.
22
F. The following optional forms of benefit shall be available in
addition to the optional forms of benefit available under
Section 8.6 of the Plan (Note: If the Plan is not subject to
the Automatic Annuity rules of Section 8.2 and the Participant
is permitted to select an annuity as an optional form of
benefit, then the Automatic Annuity rules of Section 8.2 shall
apply to such participant): ONCE EACH PLAN YEAR, A PARTICIPANT
MAY MAKE A NON-HARDSHIP WITHDRAWAL OF ALL OR PART (MINIMUM
$1,000 AND NOT INCLUDING ANY PORTION OF ACCOUNT USED AS
SECURITY FOR A LOAN) OF THE PARTICIPANT'S THRIFT
CONTRIBUTIONS, ROLLOVER CONTRIBUTIONS OR MATCHING
CONTRIBUTIONS, AND EARNINGS, IF ANY. IN NO EVENT SHALL
WITHDRAWALS FROM MATCHING CONTRIBUTIONS OR EARNINGS THEREON BE
PERMITTED UNTIL SUCH PARTICIPANT HAS COMPLETED AT LEAST FIVE
YEARS OF PARTICIPATION IN THE PLAN.
[Note: If the Plan is an amendment and restatement of an
existing Plan, optional forms of benefit protected under
Section 411(d)(6) of the Code may not be eliminated, unless
permitted by IRS Regulations Sections 1.401(a)-(4) and
1.411(d)-4].
XIII. VESTING SERVICE
In order to be credited with a year of Service for vesting purposes, a
Participant shall complete [....] (not to exceed 1,000) Hours of
Service. (Not applicable if elapsed time method of crediting service
for vesting purposes is elected).
Note: In the case of Employees in the Maritime Industry, for purposes
of a year of Service, refer to Section 1.56 of the Plan.
XIV. VESTING SERVICE - EXCLUSIONS
All of an Employee's years of Service with the Employer shall be
counted to determine the vested interest of such Employee except:
( ) Years of Service before age 18.
( ) Years of Service before the Employer maintained this Plan or
a predecessor plan.
( ) Years of Service before the effective date of ERISA if such
Service would have been disregarded under the Service Break
rules of the prior plan in effect from time to time before
such date. For this purpose, Service Break rules are rules
which result in the loss of prior vesting or benefit accruals,
or deny an
23
Employee's eligibility to participate by reason of separation
or failure to complete a required period of Service within a
specified period of time.
XV. VESTING SCHEDULES
The vested interest of each Employee (who has an Hour of Service on or
after January 1, 1989) in his Employer-derived account balance shall be
determined on the basis of the following schedules:
A. Employer Discretionary Contributions.
( ) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
( ) [....]% (not less than 20%) vested for each year of
Service, beginning with the [....] (not more than the
3rd) year of Service until 100% vested.
( ) Other: [....] (Must be at least as favorable as any
one of the above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100%
immediately vested.
B. Matching Contributions.
( ) 100% immediately vested. [Note: Mandatory if more
than 1 Eligibility Year of Service is required.]
( ) 100% immediately vested after [....] (not to exceed
5) years of Service.
( ) [....]% (not less than 20%) vested for each year of
Service, beginning with the [....] (not more than the
3rd) year of Service until 100% vested.
(X) Other: YEARS OF SERVICE VESTED %
2 40%
24
3 60%
4 80%
5 100%
(Must be at least as favorable as any one of the
above 3 options).
AND
( ) Effective Date Vesting. Each Employee who is a
Participant on the Effective Date shall be 100%
immediately vested.
C. Top Heavy Minimum Vesting Schedules.
One of the following schedules will be used for years when the
Plan is or is deemed to be Top-Heavy.
( ) 100% immediately vested after (not to exceed 3)
years of Service.
( ) 20% vested after 2 years of Service, plus [....]
vested (not less than 20%) for each additional year
of Service until 100% vested.
(X) Other: YEARS OF SERVICE VESTED %
2 40%
3 60%
4 80%
5 100%
(Note: must be at least as favorable as either of the
two schedules ithis Section C).
If the vesting schedule under the Plan shifts in or out of the
Minimum Schedule above for any Plan Year because of the Plan's
Top-Heavy status, such shift is an amendment to the vesting
schedule and the election in Section 7.3 of the Plan applies.
XVI. LIFE INSURANCE
Life insurance ( ) shall; (X) shall not be a permissible investment.
XVII. LOANS
25
Loans (X) shall; ( ) shall not be permitted.
XVIII. TOP-HEAVY PROVISIONS
A. Top Heavy Status
( ) The provisions of Article XIII of the Plan shall
always apply.
(X) The provisions of Article XIII of the Plan shall only
apply in Plan Years after 1983, during which the Plan
is or becomes Top-Heavy.
B. Minimum Allocations
If a Participant in this Plan who is a Non-Key Employee is
covered under another qualified plan maintained by the
Employer, the minimum Top Heavy allocation or benefit required
under Section 416 of the Code shall be provided to such
Non-key Employee under:
(X) this Plan.
( ) the Employer's other qualified defined
contribution plan.
( ) the Employer's qualified defined benefit
plan.
C. Determination of Present Value
If the Employer maintains a defined benefit plan in addition
to this Plan, and such plan fails to specify the interest rate
an mortality table to be used for purposes of establishing
present value to compute the Top-Heavy Ratio, then the
following assumptions shall be used: N/A
Interest Rate: [....]%
Mortality Table: [....]
XIX. LIMITATION ON ALLOCATIONS
If the adopting Employer maintains or has ever maintained
another qualified plan in which any Participant in this Plan
is (or was) a Participant or could possibly become a
Participant, the adopting Employer must complete this Section.
The Employer must also complete this Section if it maintains a
welfare
26
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 the Plan.
(a) If the Participant is covered under another qualified
defined contribution plan maintained by the Employer,
other than a Master or Prototype Plan, Annual
Additions for any Limitation Year shall be limited to
comply with Section 415(c) of the Code:
( ) in accordance with Sections 6.4(e) - (j)
as though the other plan were a Master or
Prototype Plan.
( ) by freezing or reducing Annual Additions
in the other qualified defined contribution
plan.
( ) other:
(b) If a Participant is or has ever been a Participant in
a qualified defined benefit plan maintained by the
Employer, the "1.0" aggregate limitation of Section
415(e) of the Code shall be satisfied by:
(X) freezing or reducing the rate of benefit
accrual under the qualified defined benefit
plan.
( ) freezing or reducing the Annual Additions
under this Plan (or, if the Employer
maintains more than one qualified defined
contribution plan, as indicated in (a)
above).
( ) other:
XX. INVESTMENTS
( ) Participants ( ) shall; ( ) shall not be permitted to direct
the investment of their Accounts in the investment options
selected by the Employer or the Committee.
(X) Investment of participant Accounts shall be directed
consistent with rules and procedures established by the
Committee. Such rules shall be applied to all Participants in
a uniform and nondiscriminatory basis.
27
XXI. TRANSFERS
Transfers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not
be permitted.
If permitted, indicate additional prior plan provisions, if applicable:
[....].
XXII. ROLLOVERS
Rollovers pursuant to Section 10.3 of the Plan (X) shall; ( ) shall not
be permitted.
XXIII. EMPLOYER REPRESENTATIONS
The Employer hereby represents that:
a. It is aware of, and agrees to be bound by, the terms
of the Plan.
b. It understands that the Sponsor will not furnish
legal or tax advice in connection with the adoption
or operation of the Plan and has consulted legal and
tax counsel to the extent necessary.
c. The failure to properly fill out this Adoption
Agreement may result in disqualification of the Plan.
XXIV. RELIANCE ON PLAN QUALIFICATION
The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the
Plan is qualified under Section 401 of the Code. In order to obtain
reliance with respect to plan qualification, the Employer must apply to
the appropriate key district office of the Internal Revenue Service for
a determination letter.
XXV. PROTOTYPE PLAN DOCUMENTS
This Adoption Agreement may be used only in conjunction with the
Dreyfus Prototype Defined Contribution Plan, Basic Plan Document No.
01, and the Dreyfus Trust Agreement both as amended from time to time.
In the event the Sponsor amends the Basic Plan Document or this
Adoption Agreement or discontinues this type of plan, it
28
will inform the Employer. The Sponsor, The Dreyfus Corporation, is
available to answer questions regarding the intended meaning of any
Plan provisions, adoption of the Plan and the effect of an Opinion
Letter at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
[(▇▇▇) ▇▇▇-▇▇▇▇].
29