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Exhibit 10.18
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ADOPTION AGREEMENT
FOR THE ABR BENEFITS SERVICES, INC. REGIONAL PROTOTYPE
STANDARDIZED CASH OR DEFERRED PROFIT SHARING PLAN AND TRUST
(WITH PAIRING PROVISIONS)
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ADOPTION AGREEMENT
FOR THE ABR BENEFITS SERVICES, INC. REGIONAL PROTOTYPE
STANDARDIZED CASH OR DEFERRED PROFIT SHARING PLAN AND TRUST
(WITH PAIRING PROVISIONS)
The ABR Benefits Services, Inc. Regional Prototype Standardized Cash or Deferred
Profit Sharing Plan and Trust ("the Plan and Trust") is hereby adopted by:
ANTHRA PHARMACEUTICALS, INC. (the "Employer").
The Plan and Trust as applicable to the Employer shall be known as:
ANTHRA RETIREMENT SAVINGS PLAN
The Plan and Trust is effective as of: June 1, 1998.
(Specify, if applicable.)
( ) a. The Plan and Trust is an amendment of a preexisting Plan which was
originally effective as of: ____________________________.
( ) b. The Plan and Trust is an amendment and restatement of a preexisting Plan
which was originally effective as of: ____________________________.
*** CAUTION ***
FAILURE TO FILL OUT THE ADOPTION AGREEMENT PROPERLY MAY
RESULT IN DISQUALIFICATION OF THE PLAN
PART I. The following identifying information pertains to the Employer and the
Plan and Trust:
1. EMPLOYER ADDRESS: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
2. EMPLOYER TELEPHONE: (▇▇▇) ▇▇▇-▇▇▇▇
3. EMPLOYER TAX ID: ▇▇-▇▇▇▇▇▇▇
4. EMPLOYER FISCAL YEAR: July 1 to June 30
5. THREE DIGIT PLAN NUMBER: 001
6. TRUST ID NUMBER: Applied For
7. PLAN FISCAL YEAR (MUST BE 12 January 1 to December 31
CONSECUTIVE MOS.)
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8. SHORT INITIAL PLAN YEAR: June 1, 1998 to December 31,
1998
9. PLAN AGENT: Anthra Pharmaceuticals, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
10. PLAN ADMINISTRATOR: Anthra Pharmaceuticals, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
11. PLAN ADMINISTRATOR ID NUMBER: ▇▇-▇▇▇▇▇▇▇
12. PLAN TRUSTEES: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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13. IRS DETERMINATION: N/A
LETTER DATE
(LEAVE BLANK FOR A NEW PLAN)
14. IRS FILE FOLDER NUMBER: N/A
(LEAVE BLANK FOR A NEW PLAN)
15. LEGAL ORGANIZATION OF EMPLOYER:
( ) a. Sole Proprietorship
( ) b. Partnership
(x) c. C Corporation
( ) d. S. Corporation
( ) e. Not for Profit Corporation
( ) f. Personal Service Corporation
( ) g. Other - Explain
16. BUSINESS CODE: 5129
17. STATE OF LEGAL CONSTRUCTION: New Jersey
18. OTHER MEMBERS OF A CONTROLLED GROUP OR AFFILIATED SERVICE GROUP:
(If any, each member should sign Adoption Agreement or otherwise
satisfy applicable participation requirements. Leave blank if not
applicable)
Controlled Group
(x) a. Not Applicable
( ) b. Other Members
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Affiliated Service Group
(x) a. Not Applicable
( ) b. Other Members
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PART II. The Plan contains certain predetermined design features intended to
provide the statutory requirement or most commonly adopted feature but permits
the selection of alternative features. If an Employer desires to retain the
predetermined design feature, select the provision designated Plan Provision. If
an alternative design feature is desired, select the appropriate provision.
Unless specifically provided to the contrary, only one selection may be made for
each design category. Section references are to relevant Plan Sections. Defined
terms have the meanings provided in the Plan.
A. ELIGIBILITY AND SERVICE PROVISIONS
1. ELIGIBLE EMPLOYEES - Section 1.2.23 provides that all employees,
including employees of certain related businesses and leased employees
are eligible except for certain union members and non-resident aliens.
(Specify all applicable)
(x) a. Plan Provision
( ) b. Include members of collective bargaining unit
2. ELIGIBILITY REQUIREMENTS (SEE SECTION 2.1.1) - An Employee is eligible
to participate in Non-Elective Contribution portions of the Plan if he
satisfies the following requirements during the Eligibility Computation
Period. (Specify one option or any combination other than c and d.
Selecting more than one option means that an Employee must meet all
indicated requirements for eligibility, except for option e. Option e
overrides all other requirements):
( ) a. Date of hire, i.e. no age or service required (no
other choices may be selected)
(x ) b. Minimum Age of 21 years (Not to exceed 21, partial
years may be used)
( ) c. Minimum of _____ months of service (Cannot require
more than 24 months, or more than 12 months if full
vesting after not more than 2 Years of Service is not
selected; if periods other than whole years are
selected an Employee cannot be required to complete
any specified number of Hours of Service to receive
credit for the fractional year)
( ) d. ______ Hours of Service required during each 12 month
Eligibility Computation Period (cannot exceed 1000)
( ) e. Employed on __/__/__ (For new plans only, select an
additional option if this provision is selected)
( ) f. Not applicable. Non-Elective Contributions are not
permitted.
3. FOR THE PURPOSES OF HAVING ELECTIVE CONTRIBUTIONS made on the
Employee's behalf, Section 2.1.1 provides that, unless the Employer
specifies otherwise in the Adoption Agreement, an Employee must
complete 1000 Hours of Service during the Eligibility Computation
Period. For these purposes, an Employee is eligible if the following
requirements are satisfied: (Select all applicable. Selecting more than
one option means that an Employee must meet all indicated requirements
for eligibility, except for option e. Option e overrides all other
requirements):
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( ) a. Date of hire, i.e. no age or service requirement
(No other choices may be selected)
(x ) b. Minimum Age of 21 years (Not to exceed 21, partial
years may be specified)
( ) c. Minimum of ___ months of service (Not to exceed 12,
if other than full years are selected hours may not
be specified)
( ) d. _______ Hours of Service required during each 12
month Eligibility Computation Period (cannot exceed
1000)
( ) e. Employed on ___/__/__. (For new plans only, select
an additional option if this provision is selected)
4. MATCHING ELIGIBILITY REQUIREMENTS (SEE SECTION 2.1.1) - An Employee is
eligible to participate in the Matching Contributions portion of the
Plan if he satisfies the following requirements during the Eligibility
Computation Period. (Specify one option or any combination other than c
and d. Selecting more than one option means that an Employee must meet
all indicated requirements for eligibility, except for option e. Option
e overrides all other requirements):
( ) a. Date of hire, i.e. no age or service required (No
other choices may be selected)
(x) b. Minimum Age of 21 years (Not to exceed 21, partial
years may be used)
( ) c. Minimum of __ months of service (Cannot require more
than 24 months, or more than 12 months if full
vesting after not more than 2 Years of Service is not
selected; if periods other than whole years are
selected an Employee cannot be required to complete
any specified number of Hours of Service to receive
credit for the fractional year)
( ) d. ______ Hours of Service required during each 12 month
Eligibility Computation Period (cannot exceed 1000)
( ) e. Employed on __/__/__. (For new plans only, select an
additional option if this provision is selected)
( ) f. Not applicable. Matching Contributions are not
permitted.
5. ELIGIBILITY COMPUTATION PERIOD - Section 1.2.22 provides that the
initial eligibility computation period begins on the date of hire and
the subsequent periods commence on each annual anniversary of such
date. (Select one)
( ) a. Plan Provision
(x) b. The eligibility computation periods subsequent to the
initial eligibility computation period are the Plan
Year beginning with the first Plan Year commencing
prior to the first anniversary of the employment
commencement date.
6. HOUR OF SERVICE - Section 1.2.35 provides that service will be credited
on the basis of actual hours for which the employee is paid or entitled
to payment. If records of actual hours are not maintained, credit is
given on the basis of: (Select one)
(x) a. Plan Provision - Records are maintained
( ) b. Days Worked - An Employee will be credited with 10
Hours of Service if he is credited with at least 1
Hour of Service during the day
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( ) c. Weeks Worked - An Employee will be credited with 45
Hours of Service if he is credited with at least 1
Hour of Service during the week
( ) d. Semi-Monthly Payroll Period - An Employee will be
credited with 95 Hours of Service if he is credited
with at least 1 Hour of Service during the payroll
period
( ) e. Months worked - An Employee will be credited with 190
Hours of Service if he is credited with at least 1
Hour of Service during the month
7. SERVICE WITH PREDECESSOR EMPLOYERS - Section 1.2.35 provides that
service with predecessor employers is treated as service for the
Employer. Where applicable, identify the predecessor employer(s) and
any document(s) which provides for the crediting of service with such
predecessor(s):
(x) a. Not applicable.
( ) b. Service with the following entities shall be credited
as service under this plan: _________________________
Service with the above entities has been determined
under the terms of the following documents:
___________________________________
8. ENTRY DATE - Section 2.1.2 provides that an Employee who satisfies any
eligibility requirements enters the Plan on the Entry Date. For this
purpose the Entry Date is the: (Select one)
( ) a. First day of next Plan Year or ___ months (Not to
exceed 6) after satisfying the eligibility
requirements, if earlier
( ) b. First day of _ month (Not more than 6) after
satisfying eligibility requirements or the first day
of the next Plan Year, if earlier
( ) ▇. ▇▇▇▇ of satisfying the eligibility requirements
( ) d. First day of Plan Year in which the eligibility
requirements are satisfied
( ) e. First day of Plan Year nearest to the date the
eligibility requirements are satisfied
( ) f. Semiannual - ( ) first or ( ) last day of 6 month
periods, beginning with first of Plan Year,
coincident with or after satisfying eligibility
requirements
( ) g. Quarterly - ( ) first or ( ) last day of 3 month
periods, beginning with first of Plan Year,
coincident with or after satisfying eligibility
requirements
(x) h. Monthly - (x) first or ( ) last day of each month of
the Plan Year, coincident with or after satisfying
eligibility requirements
( ) i. First day of the Plan Year coincident with or
immediately following the date the eligibility
requirements are satisfied. (May be selected only if
eligibility requirements of Plan do not require more
than 6 months of service (18 months if 100% immediate
vesting) and attainment of age 20 1/2.)
( ) j Last day of the Plan Year coincident with or after
satisfying the eligibility requirements. (May be
selected only if eligibility requirements of Plan do
not require more than 6 months of service (18 months
if 100% immediate vesting) and attainment of age 20
1/2).
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NOTE. The Entry Date should be coordinated with the Compensation
Computation Period.
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9. BREAK IN SERVICE - Section 1.2.8 provides that a Break in Service
occurs if an Employee fails to complete more than 500 hours of service
during the applicable computation period unless a lesser number is
specified. (Select one)
(x) a. Plan Provision
( ) b. A Break will occur if the Employee fails to complete
more than ____ (Not to exceed 500) Hours of Service
B. DATE PROVISIONS
1. ANNIVERSARY DATE - Section 1.2.5 provides that the Anniversary Date is
the last day of the Plan Year unless another date is specified.
(Select one)
(x) a. Plan Provision - No other date is specified.
( ) b. The first day of the Plan Year.
( ) c. Other - Specify. (Must be at least annually)
2. VALUATION DATE - Section 1.2.63 provides that the Valuation Date is the
date or dates specified in the Adoption Agreement. (Select one)
( ) a. Anniversary Date
( ) b. Semiannually on the last day of each 6 month period
beginning with the first of the Plan Year
( ) c. Quarterly on the last day of each 3 month period
beginning with the first of the Plan Year
( ) d. Monthly on the last day of each month of the Plan
Year
( ) e. Last day of Plan Year (use option (a) if Anniversary
Date is last day of the Plan Year
(x) f. Other - Specify. (Must be at least annually)
DAILY VALUATION
3. NORMAL RETIREMENT DATE - Section 1.2.46 permits the adoption of a
Normal Retirement Date. (Select one)
(x) a. Date Normal Retirement Age is attained
( ) b. First day of month in which Normal Retirement Age is
attained
( ) c. First day of month nearest date Normal Retirement Age
is attained
( ) d. First day of month coincident with or next following
the date Normal Retirement Age is attained
( ) e. Anniversary Date nearest date Normal Retirement Age
is attained
( ) f. Anniversary Date coincident with or next following
date Normal Retirement Age is attained
4. NORMAL RETIREMENT AGE - For each Participant the Normal Retirement Age is:
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(x) a. Age 65 (not to exceed 65)
( ) b. The later of age __ (not to exceed 65) or the __ (not
to exceed the fifth (5th)) anniversary of the
participation commencement date, if later. The
participation commencement date is the first day of
the Plan Year in which a Participant commenced
participation in the Plan. Solely for Plan Years
beginning before 1988, if the normal retirement age
was determined by reference to the anniversary of the
participation commencement date, the anniversary for
participants who first commenced participation before
the first Plan Year beginning on or after January 1,
1988 is the earlier of the tenth anniversary of the
date the participant commenced participation in the
Plan (or such anniversary as had been elected by the
Employer if less than ten) or the fifth anniversary
of the first day of the first Plan Year beginning on
or after January 1, 1988.
( ) c. Age ___ and the ___ anniversary of the participation
commencement date, if both requirements are met
earlier than the later age of 65 or the fifth (5th)
anniversary of participation
5. EARLY RETIREMENT DATE - Section 1.2.17 permits the adoption of an Early
Retirement Date: (Select one)
(x) a. The Plan does not provide an early retirement date
( ) b. The actual date the Participant attains the Early
Retirement Age
( ) c. The Anniversary Date coincident with or next
following the date the Participant attains the Early
Retirement Age
( ) d. The Valuation Date coincident with or next following
the date the Participant attains the Early Retirement
Age
( ) e. The ( ) first ( ) last day of the month coincident
with or next following the date the Participant
attains the Early Retirement Age
6. EARLY RETIREMENT AGE: (Select all applicable. If more than one option
is selected, Early Retirement Age is attained on the first date the
requirements of any option are met.)
( ) a. Age ___ (not to exceed 65)
( ) b. Age ___and ___ Years of Service
( ) c. Age __ and __ Years of Service while a Participant
( ) d. ___ years prior to the Normal Retirement Age
( ) e. Sum of age and Years of Service equals
(x) f. Not Applicable
NOTE. Cannot discriminate in favor of Highly Compensated
Employees.
C. COMPENSATION
1. COMPENSATION - See Section 1.2.10. For purposes of the Plan a
Participant's compensation is based on the Compensation Computation
Period and shall: (Select a, b, or c and d if applicable)
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( ) a. Equal compensation as defined in Section 3401(a)
except as indicated below
( ) b. Equal compensation as defined in Section 415(c)(3)
except as indicated below
(x) c. Equal compensation as defined for the Wages, Tips,
and Other Compensation Box on Form W-2 except as
indicated below
(x) d. Include compensation which is not includible in gross
income by reason of Sections 402(h)(1)(B)(SEP
deferrals), 125 (Cafeteria Plan), 402(a)(8) (401(k)
deferrals), 403(b) or 457(b)
2. THE COMPENSATION COMPUTATION PERIOD IS:
(x) a. The Plan Year
( ) b. The calendar year ending with or within the Plan Year
3. FOR THE INITIAL PLAN YEAR OF PARTICIPATION, include Compensation from:
(Select one)
(x) a. Entry Date as a Participant
( ) b. First day of the Compensation Computation Period
which ends during the initial Plan Year of
participation
D. CONTRIBUTION AND ALLOCATION
1. NON-ELECTIVE CONTRIBUTION FORMULA - The Employer's Non-Elective
contribution to the Plan shall be: (Select one)
( ) a. Discretionary, out of profits
(x) b. Discretionary, but not limited to profits
( ) c. _____% of each Participant's Compensation. (not to
exceed 15%)
( ) d. Not applicable. Non-Elective Contributions are not
permitted.
2. ALLOCATION METHOD - The Employer Non-Elective contribution is allocated
to Participants: (Select one)
(x) a. Proportionate to Salary. Based upon each
Participant's Compensation in proportion to the
Compensation of all Participants.
( ) b. Integrated with Social Security. See Sections 2.3.1
and 2.3.3. (Select one of d. through h., below.)
( ) c. Not applicable - No Non-Elective Contributions.
The Social Security Integration Level is equal to:
( ) d. The taxable wage base under Section 230 of the Social
Security Act in effect as of the first day of the
Plan Year.
( ) e. $___ (Not to exceed the taxable wage base under
Section 230 of the Social Security Act in effect as
of the first day of the Plan Year).
( ) f. __% (Not to exceed 100) of the taxable wage base
under Section 230 of the Social Security act in
effect as of the first day of the Plan Year.
( ) g. The greater of $10,000 or 20% of the taxable wage
base under Section 230 of the Social Security Act in
effect as of the first day of the Plan Year.
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( ) h. 80% of the taxable wage base under Section 230 of the
Social Security Act in effect as of the first day of
the Plan Year plus $1.00.
3. REQUIREMENT TO SHARE IN CONTRIBUTION ALLOCATION - An allocation of the
Employer's Non-Elective Contribution shall be made to each Participant
during the Plan Year who completes more than 500 Hours of Service
during the Plan Year or is employed as of the last day of the Plan
Year.
A participant is also eligible to share in the allocation if: (Select
all applicable)
( x) a. The Employee dies during the Plan Year.
( x) b. The Employee retires during the Plan Year.
( x) c. The Employee becomes totally disabled during the
Plan Year.
( ) d. Not applicable.
4. REQUIREMENT TO SHARE IN MATCHING ALLOCATION - An allocation of the
Employer's Matching Contribution shall be made to each Participant
during the Plan Year who completes more than 500 Hours of Service
during the Plan Year or is employed as of the last day of the Plan
Year.
A Participant is also eligible to share in the allocation if: (Select
all applicable)
( x) a. The Employee dies during the Plan Year.
( x) b. The Employee retires during the Plan Year.
( x) c. The Employee becomes totally disabled during the Plan
Year.
( ) d. Not Applicable - No Matching Contributions.
5. MATCHING CONTRIBUTIONS - The Matching Contribution by the Employer for
the Plan Year in accordance with Section 2.2.1(a)(3)(ii) is
( ) a. Matching Contributions are not permitted
(x) b. Discretionary each Plan Year
( ) c. Based upon the Allocation Method set forth below
( ) d. Based upon the Allocation Method set forth below plus
a supplemental discretionary Matching contribution
6. ALLOCATION METHOD FOR MATCHING CONTRIBUTIONS - Matching Contributions
shall be allocated to eligible Participants in an amount:
(x) a. Proportionate to the Elective Contributions made on
behalf of a Participant
( ) b. Equal to ___% of the Elective Contributions made on
behalf of a Participant
( ) c. Graded based on the dollar amount of the Elective
Contribution of each Participant as follows:
_____% of the first $ ____ plus
_____% of the next $ ____ plus
_____% of the next $ ____ plus
_____% of the next $ ____.
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( ) d. Graded based on the percentage of compensation of the
Elective Contribution of each Participant as follows:
_____% of the first ____% plus
_____% of the next ____% plus
_____% of the next ____% plus
_____% of the next ____%.
( ) e. Graded based on the dollar amount of the Elective
Contribution of each Participant as follows:
______% if contribution is $____ or more;
______% if contribution is $____ or more;
______% if contribution is $____ or more;
______% if contribution is $____ or more.
( ) f. Graded based on the percentage of compensation of the
Elective Contribution of each Participant as follows:
_____ % if contribution is ____% or more
_____ % if contribution is ____% or more
_____ % if contribution is ____% or more
_____ % if contribution is ____% or more
( ) g. Not applicable
NOTE: Graded percentages entered in c. through f. must decrease
as percentage or amount of compensation increases.
7. IF A SUPPLEMENTAL DISCRETIONARY MATCHING CONTRIBUTION is made, Matching
Contributions shall be allocated to eligible Participants in an amount:
( ) a. Proportionate to the Elective Contributions made on
behalf of a Participant
( ) b. According to the method selected in 6b.- f. above
(x) c. Not applicable
8. MATCHING CONTRIBUTION ALLOCATION DATE - Matching Contributions are
allocated as of the Anniversary Date unless an alternate
date is selected. For the purposes of this Plan the Matching
Contribution is allocated as of: (Select one)
( ) a. Plan Provision - the Anniversary Date.
( ) b. The next Valuation Date.
(x) c. Other - Specify. (Must be allocated at least
annually)
Monthly
( ) d. Not applicable
9. LIMITATIONS ON MATCHING CONTRIBUTIONS - The Employer shall not make
Matching Contributions: (Select all applicable)
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( ) a. With respect to Elective Contributions in excess of
__% of a Participant's Compensation
( ) b. In excess of $____ for any Participant
( ) c. To Key Employees
(x) d. Not applicable.
10. ALLOCATION OF QUALIFIED NON-ELECTIVE CONTRIBUTIONS - (Select a or b.
If a is selected, do not complete the remainder of this section)
( ) a. Qualified Non-Elective Contributions are not
permitted.
(x) b. Qualified Non-Elective Contributions shall be made at
the Employer's discretion.
Qualified Non-Elective Contributions shall be allocated (complete c and
d):
(x) c. On behalf of
( ) All Participants
( ) Solely on behalf of Participants who are not Highly
Compensated Employees
(x) Solely on behalf of Participants who are not Highly
Compensated Employees to the extent necessary to
satisfy the ACP or the ADP test
(x) d. Who are eligible to receive an allocation of
( ) Non-Elective Contributions
(x) Matching Contributions
Qualified Non-Elective Contributions shall be allocated: (Select e or
f; also select g, if applicable)
(x) e. In proportion to a Participant's Compensation.
( ) f. As a uniform dollar amount.
(x) g. To the extent necessary to satisfy the ACP test or
the ADP test.
11. LIMITATION YEAR - Section 1.2.40 provides that unless otherwise
specified the Limitation Year for purposes of the limitation imposed by
IRC Section 415 is the Plan Year. (Select one)
(x) a. Plan Provision
( ) b. Calendar year coinciding with or ending within the Plan
Year
( ) c. Twelve consecutive month period ending ___/__.
E. VESTING PROVISIONS
1. YEARS OF SERVICE - Section 1.2.65 provides that a Year of Service is
the 12 consecutive month period specified in the Adoption Agreement in
which at least 1000 Hours of Service are performed unless a lesser
number is specified. (Select all applicable)
(x) a. Use the Plan Year as the computation period
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( ) b. Use Eligibility Computation Period as the computation
period
(x) c. Use ___ in lieu of 1000 Hours of Service (Not to
exceed 1000 hours)
2. EXCLUDED YEARS - Section 1.2.65 provides unless otherwise
specified all Years of Service are taken into account.
(x) a. Plan Provision - Include all Years of Service
( ) b. Exclude Plan Years prior to age 18
( ) c. Exclude Plan years prior to adoption of plan or
predecessor plan. Effective date of (prior) plan:
__/__/__
3. VESTING SCHEDULE - Section 2.4.2(f) provides that benefits will
vest in accordance with the method specified in the Adoption Agreement.
Employer Accounts:
( ) a. At the rate of 20% each year after 3 Years of
Service. (20% vested in third year)
(x) b. At the rate of 20% each year after 2 Years of
Service. (20% vested in second year)
( ) c. 100% vesting upon participation.
( ) d. 100% vesting after _____ Year(s) of Service (Not to
exceed 5)
( ) e. 100% vesting at Early Retirement Date (Must also
select another alternative)
( ) f Other: (Optional vesting schedule must be at least as
favorable as a. or d.)
Year(s) of Service Percent Vesting
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Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
( ) g. Not applicable - No Non-Elective Employer
Contributions
Matching Accounts:
( ) a. At the rate of 20% each year after 3 Years of
Service. (20% vested in third year)
(X) b. At the rate of 20% each year after 2 Years of
Service. (20% vested in second year)
( ) c. 100% vesting upon participation.
( ) d. 100% vesting after ___ Year(s) of Service (Not to
exceed 5)
( ) e. 100% vesting at Early Retirement Date (Must also
select another alternative)
( ) f. Other: (Optional vesting schedule must be at least as
favorable as a. or d.)
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Year(s) of Service Percent Vesting
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Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
g. Not applicable - No Matching Contributions
4. PRIOR VESTING SCHEDULE - Section 3.10.3 provides that if the Vesting
schedule has been amended to a less favorable schedule, participants are
entitled to have their vested interest calculated under the prior
schedule under certain instances.
(x) a. Not applicable. Either not amended or new schedule is more
favorable.
b. The prior schedule was
Employer Year(s) of Service Percent Vesting
--------------------------- ---------------
Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
Matching
Year(s) of Service Percent Vesting
------------------ ---------------
Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
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5. TOP HEAVY VESTING SCHEDULE - Section 2.6.1(c) provides that if the Plan
becomes Top Heavy, unless the Employer specifies otherwise, vesting
will be at a rate of 20% per year beginning with the second Year of
Service.
Employer Accounts:
( ) a. Plan Provision
( ) b. 100% vested after ____ Year(s) of Service (Not to
exceed 3)
( ) c. Same as non-Top Heavy vesting schedule (Must be at
least as favorable as a or b)
( ) d. Other: (Optional vesting schedule must be at least as
favorable as a. or b.)
Year(s) of Service Percent Vesting
------------------ ---------------
Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
( ) e. Not Applicable - No Employer Non-Elective
Contributions
Matching Accounts:
( ) a. Plan Provision
( ) b. 100% vested after ____Year(s) of Service (Not to
exceed 3)
(x) c. Same as non-Top Heavy vesting schedule (Must be at
least as favorable as a or b)
( ) d. Other: (Optional vesting schedule must be at least as
favorable as a. or b.)
Year(s) of Service Percent Vesting
------------------ ---------------
Less than 1 _______
1 but less than 2 _______
2 but less than 3 _______
3 but less than 4 _______
4 but less than 5 _______
5 but less than 6 _______
6 but less than 7 _______
7 or More _______
( ) e. Not Applicable - No Matching Contributions.
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6. RE-EMPLOYMENT - Section 2.4.4 provides that Years of Service
completed after a Break in Service are not counted for purposes of
increasing the vested percentage attributable to service before the
Break unless reemployed within 5 years.
(x) a. Plan Provision
( ) b. Count all service after the Break
( ) c. Not applicable - 100% immediate vesting
7. FORFEITURES - Section 2.4.6 provides that forfeitures are
determined as of the last day of the Plan Year in which the
Participant's entire interest is distributed from the Plan.
(x) a. Plan Provision.
( ) b. Determine in Plan Year of 5th consecutive Break in
Service.
( ) c. Determination as of the Valuation Date coincident
with or next following the Distribution Date
( ) d. Not applicable - All benefits are fully vested. Leave
the remaining items in this Section E blank.
8. FORFEITURES OF NON-ELECTIVE CONTRIBUTIONS shall be applied to
(select all applicable):
( ) a. Supplement Non-Elective Contributions
(x) b. Reduce Non-Elective Contributions
( ) c. Reduce Qualified Non-Elective Contributions
( ) d. Supplement Matching Contributions
(x) e. Reduce Matching Contributions
9. FORFEITURES OF NON-ELECTIVE CONTRIBUTIONS shall be reallocated to
participants:
( ) a. In the same manner as Non-Elective Contributions
( ) b. In proportion to each participant's Compensation
(x) c. Not applicable. Forfeitures are applied to reduce
contributions.
NOTE. If the Plan provides for permitted disparity, forfeitures
must be allocated under the Plan's allocation formula.
10. FORFEITURES OF MATCHING CONTRIBUTIONS SHALL BE APPLIED TO: (Select
all applicable)
( ) a. Supplement Matching Contributions
(x) b. Reduce Matching contributions
( ) c. Reduce Qualified Non-Elective contributions
( ) d. Supplement Non-Elective Contributions
(x) e. Reduce Non-Elective Contributions
11. FORFEITURES OF MATCHING CONTRIBUTIONS SHALL BE REALLOCATED to
participants:
( ) a. In the same manner as Non-Elective Contributions
( ) b. In proportion to each participant's Compensation
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( ) c. In proportion to Matching Contributions
( ) d. In proportion to Elective Contributions
(x) e. Not applicable. Forfeitures are applied to reduce
contributions.
12. REQUIREMENT TO SHARE IN ALLOCATION OF FORFEITURES - In order to
share in the allocation of Forfeitures which supplement rather than
reduce other contributions, a Participant: (Select-all applicable)
( ) a. Must be eligible to receive an allocation of the
respective type of contribution, i.e. Matching or
Non-elective
(x) b. Not applicable. Forfeitures reduce contributions.
13. RESTORATION OF FORFEITURES - If a Participant is entitled to a
restoration of a forfeiture, the amount to be restored shall be
restored by:
( ) a. An additional contribution by the Employer
specifically allocated to the Participant's Account.
(x) b. Allocating other forfeitures arising in the year of
restoration to the Participant's Account to the
extent thereof and an additional contribution by the
Employer specifically allocated to the Participant's
Account to the extent that allocable forfeitures are
insufficient.
F. CODA LIMITATION PROVISIONS
1. ACTUAL DEFERRAL PERCENTAGES - Qualified Non-Elective Contributions
may be taken into account for purposes of calculating the
ADP-Actual Deferral Percentages. For purposes of the ADP test in
Section 2.7.1, the amount taken into account shall be:
( ) a. All Qualified Non-Elective Contributions.
(x) b. The Qualified Non-Elective Contributions that are
needed to meet the ADP test.
2. AVERAGE CONTRIBUTION PERCENTAGE - The amount of Elective Deferrals
and Qualified Non-Elective Contributions taken into account as
contribution percentage amounts for the purpose of calculating the
ACP-Average Contribution Percentage, subject to such other
requirements as may be prescribed by the Secretary of the Treasury,
shall be:
* * *
For elective deferrals:
( ) a. All such Elective Deferrals.
(x) b. Only those Elective Deferrals that are needed to meet
the Average Contribution Percentage test.
( ) c. Elective Deferrals are not to be included in the ACP
test.
( ) d. Not applicable.
For Qualified Non-Elective Contributions:
( ) e. All such Qualified Non-Elective contributions.
(x) f. Only those Qualified Non-Elective Contributions that
are needed to meet the Average Contribution
Percentage test.
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( ) g. Qualified Non-Elective Contributions are not to be
included in the ACP test.
( ) h. Not applicable.
3. EXCESS AGGREGATE CONTRIBUTIONS Forfeitures of Excess Aggregate
Contributions pursuant to Section 2.7.7 shall be:
(X) a. Applied to reduce Employer contributions.
( ) b. 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 the Plan Year.
Such forfeitures will not be allocated to the Account
of any Highly Compensated Employee.
G. DISTRIBUTION PROVISIONS
1. FORM OF DISTRIBUTIONS Section 2.5.2 provides that the
Employer may elect to permit Plan distributions to be made in
the form of: (Select all applicable)
(x) a. Lump sum without regard to amount.
( ) b. Lump sum but not to exceed $ .
( ) c. Installments over ____ years payable:
(Select one or more)
( ) c. 1. annually
( ) c. 2. quarterly
( ) c. 3. monthly
( ) d. Installments over a period of years certain
selected by the Participant that is less than
the life of the Participant payable (Select
one or more.)
( ) d.1. annually
( ) d.2. quarterly
( ) d.3. monthly
( ) e. An annuity for not more than ____
( ) f. An annuity for the life of: (Select one or
more)
( ) f.1. the Participant.
( ) f.2. the Participant and spouse
( ) f.3. the Participant and a designated
beneficiary
( ) g. An annuity for ____ years certain and
thereafter for the life of: (Select one or
more)
( ) g.1. the Participant
( ) g.2. the Participant and spouse
( ) g.3. the Participant and a designated
beneficiary
( ) h. An annuity for a period certain selected by
the Participant that is less than the life
of: (Select one or more)
( ) h. 1. the Participant
( ) h. 2. the Participant and spouse
( ) h. 3. the Participant and a designated
beneficiary
NOTE Any number of options may be selected. Once selected, however, any
option may not thereafter be eliminated.
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If an annuity option of life or longer is selected Qualified Joint
and Survivor Annuity provisions are required.
2. SURVIVOR ANNUITY PERCENTAGE - If a Joint and Survivor Annuity is
payable, Section 1.2.37 provides that the normal survivor annuity
is 50% of the amount payable during the joint lives of the
participant and spouse, unless the Employer elects a different
percentage (Select one):
( ) a. Plan Provision - 50%
( ) b. Other Percentage - _% (Not less than 50% nor more
than 100%)
( ) c. Other Percentage selected by the Participant (Not
less than 50% or more than 100%
3. TIME OF DISTRIBUTION - Section 2.5.l (b) provides that
distributions are deferred to Participants who resign or are
discharged prior to retirement until the retirement date unless
the employer elects to permit distributions in advance of such
date.
( ) a. Plan Provision without advance distribution
election.
(x) b. Distributions may be made at the Participant's
election within a reasonable period following the
Distribution Date.
4. DISTRIBUTION DATE - Section 2.4.5 provides that, subject to the
necessity of obtaining the consent of a Participant and spouse,
for the purposes of determining the amount to be distributed, the
Distribution Date:
For a Participant who is not fully vested, is
( ) a. The Anniversary Date coinciding with or following
the date of termination.
( ) b. The Valuation Date coinciding with or following the
date of termination
(x ) c. As soon as practical but prior to the Anniversary
Date coinciding with or following the date of
termination, based on the preceding Valuation Date.
( ) d. the ( ) Valuation Date ( ) Anniversary Date following
consecutive Breaks in Service.
( ) e. The Participant's Normal or Early Retirement Date.
For a Participant who is fully vested but who terminates employment prior to
death, total and permanent disability or retirement at his retirement date
is:
( ) a. The Anniversary Date coinciding with or following
the date of termination.
( ) b. The Valuation Date coinciding with or following the
date of termination.
(x) c. As soon as practical but prior to the Anniversary
Date following the date of termination, based upon
the preceding Valuation Date.
( ) d. The Participant's Normal or Early Retirement Date
For a Participant who terminates employment as a result of death, total and
permanent disability or retirement at his retirement date, is:
( ) a. The Anniversary Date coinciding with or following
the date of termination.
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22
( ) b. The Valuation Date coinciding with or following the
date of termination.
(x) c. As soon as practical but prior to the Anniversary
Date following the date of termination, based upon
the preceding Valuation Date.
In the case of a Participant's interest in an Elective Account, Voluntary
Account or Segregated Account attributable to a rollover contribution from
another plan, notwithstanding the foregoing, the Distribution Date, is:
( ) a. Not applicable - The Distribution Date is determined
in the manner indicated above for the fully vested
Participants.
( ) b. The Anniversary Date coinciding with or following the
date of termination.
( ) c. The Valuation Date coinciding with or following the
date of termination.
(x) d. As soon as practical but prior to the Anniversary
Date following the date of termination, based upon
the preceding Valuation Date.
5. HARDSHIP DISTRIBUTIONS - Section 2.5.5 provides that an Employer
may permit distributions to Participants while employed in the
event of financial hardship as specified in the Plan:
(x) a. Hardship distributions are permitted.
( ) b. Hardship distributions are not permitted.
Hardship Distributions may be made from a Participants Account as elected below
in c and d, provided that Hardship Distributions of earnings on elective
Deferrals may only be made on such earnings credited to the Participant's
account as of the end of the last Plan Year ending before July 1, 1989.
Therefore, subject to such limitation, Hardship Distributions may be taken from:
(x) c. all of Participant's Accounts.
( ) d. only the Participant's Account balances
attributable to the following accounts:
( ) d.1. Employer Account
( ) d.2. Qualified Non-Elective Contribution
Account
( ) d.3. Elective Contribution Account
( ) d.4. Matching Account
( ) d.5. Segregated Account (attributable to
a rollover)
( ) d.6. Voluntary Account
6. IN SERVICE DISTRIBUTIONS - Section 2.5.6 provides that an
Employer may permit distributions to fully vested Participants
over the age of 59-1/2 prior to termination of employment if the
amounts withdrawn have been allocated to the Participant for two
(2) or more years or the Participant has been a Participant for
at least five (5) years. (Select all applicable)
(x) a. Plan Provision.
( ) b. Require that amounts have been allocated for _ years.
(Must be at least 2).
( ) c. Require participation for at least ___ years. (Must
be at least 5).
(x) d. In Service Distributions are permitted upon reaching
Normal Retirement Date.
(x) e. In Service Distribution are permitted for amounts
attributable to a rollover from another plan
regardless of age or periods of participation.
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( ) f. In Service Distributions are not permitted.
7. QUALIFIED DOMESTIC RELATIONS ORDERS - Section 3.12.9 provides that the
Employer may elect to permit distributions to an alternate payee
pursuant to the terms of a qualified domestic relations order even if
the Participant continues to be employed. (Select one)
( ) a. Distributions to an alternate payee are not permitted
while the Participant continues to be employed.
(x) b. Distributions to an alternate payee are permitted
while the Participant continues to be employed.
H. OTHER ADMINISTRATIVE PROVISIONS
1. EARNINGS - Section 3.1.2 permits the Employer to specify the manner in
which earnings are allocated to Participants who receive distributions
on any date other than a Valuation Date. Select any of the following:
(x) a. Earnings will be credited solely as of the
immediately preceding Valuation Date.
( ) b. Actual earnings will be credited to the date of
distribution.
( ) c. Earnings will be credited solely as of the
immediately preceding Valuation Date if distribution
is within __ days of such Valuation Date and will be
credited to date of distribution otherwise.
( ) d. Earnings will be credited to the date of distribution
based upon an estimate of earnings equal to __%
annually.
( ) e. Earnings will be credited to the date of distribution
based upon an estimate of earnings equal to the
average rate of earnings during the preceding.
e.1. Valuation Period.
e.2. Plan Year.
e.3. Valuation Periods.
2. LOANS - SECTION 3.7.1 provides that the Employer may elect to permit
loans to Participants and Beneficiaries in accordance with a
participant loan program adopted by the Trustee.
(x) a. Loans are permitted.
( ) b. Loans are not permitted.
3. ROLLOVERS - Section 3.11.3 authorizes the Employer to permit the
transfer of interests in other qualified plans to the Plan.
( ) a. Rollover contributions are not permitted.
( ) b. Rollover contributions are permitted only from other
plans of the Employer.
( ) c. Rollover contributions are permitted only by
Employees who have satisfied the conditions for
participation.
(x) d. Rollover contributions are permitted from any
employee even if not otherwise eligible to be a
Participant.
4. INVESTMENT CONTROL - Section 3.6.5 provides that the Employer may elect
to permit Participants to control the investment of their Accounts.
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( ) a. Participants may not control their investments.
( ) b. Participants may control the investment of their
Accounts if fully vested in the Account.
( ) c. Participants may control the investment of their
Accounts to the extent vested.
(x) d. Participants may control their investments without
regard to their vested interest.
( ) e. Participants may control their investments solely
with respect to amounts attributable to: (Select all
applicable).
( ) e.1. Non-Elective Contributions
( ) e.2. Qualified Non-Elective Contributions
( ) e.3. Elective Contributions
( ) e.4. Matching Contributions
( ) e.5. Voluntary Contributions
( ) e.6. Amounts rolled over and held in a
Segregated Account
5. TOP HEAVY ASSUMPTIONS - (This question applies only if the Employer has
a Defined Benefit plan.) The interest rate used to establish the
Present Value of Accrued Benefits in order to calculate the top heavy
ratio under IRC Section 416 shall be ___% and the mortality tables used
shall be _______.
6. VALUATION DATE - For purposes of computing the top-heavy ratio, the
Valuation Date is (Select one):
( ) a. the first day of Plan Year.
(x) b. the last day of the Plan Year.
( ) c. Other - Specify. ________/_______ (Must be at least
annually)
7. SINGLE PLAN MINIMUM TOP-HEAVY ALLOCATION - For purposes of minimum
top-heavy allocations, contributions and forfeitures equal to the
following percentage of each non-Key Employee's compensation will be
allocated to the Employee's account when the Plan is top-heavy (Select
one):
(x) a. 3% or the highest percentage allocated to any Key Employee
if less.
( ) b. _% (Must be at least 3).
8. MULTIPLE PLANS PROVISION - The Employer which maintains or ever
maintained another qualified defined benefit plan or welfare benefit
fund or individual medical account in which any participant in the Plan
is, was or could become a participant adds the following optional
provision which it deems necessary to satisfy Section 415 or 416 of the
Code because of the required aggregation of multiple plans: (Select
one)
(x) a. Not applicable (No other plan or other plan
terminated prior to the Effective Date of this
Adoption Agreement).
( ) b. A minimum contribution allocation of 5% of each
Non-Key Participant's total compensation shall be
provided in a defined contribution plan of the
Employer.
( ) c. A minimum contribution allocation of 7.5% of each
Non-Key Participant's total compensation shall be
provided in a defined contribution plan of the
Employer.
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25
( ) d. A minimum benefit of ________ (must be at least the
lesser of 2% times years of service or 20%) of each
Non-Key Participant's total compensation shall be
provided in a defined benefit plan of the Employer.
( ) e. A minimum benefit of _____ (must be the lesser of 2%
times years of service or 20%) of each Non-Key
Participant's total compensation shall be provided in
a defined benefit plan of the Employer but offset by
the amount contributed on such participant's behalf
under any defined contribution plan of the Employer.
( ) f. Other - Specify.
NOTE: The method selected must preclude Employer discretion and
the Employer must obtain a determination letter in order to
continue reliance on the Plan's qualified status.
9. MULTIPLE DEFINED CONTRIBUTION PLANS - If the Participant is covered
under another qualified defined contribution plan maintained by the
Employer, other than a master or prototype plan: (Select one)
(x) a. Not applicable.
( ) b. The provisions of this Plan limiting annual additions
will apply as if the other plan is a master or
prototype plan.
( ) c. Other - Specify.
NOTE: Specify 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.
10. TOP HEAVY DUPLICATIONS - The Employer who maintains two or more Defined
Contribution plans makes the following election:
(x) a. Not applicable.
( ) b. A minimum non-integrated contribution of 3% of each
Non-Key Participant's Compensation shall be provided
by:
( ) b.1. this Plan.
( ) b.2. the following defined contribution plan:
( ) c. Other - Specify.
NOTE: The method selected must preclude Employer discretion and
avoid inadvertent omissions, including any adjustments
required under Code Section 415(e) - The Employer must
obtain a determination letter in order to continue reliance
on the Plan's qualified status. If the plan is to be paired
with another defined contribution plan:
(a) if the plans benefit the same participants, one of the
paired plans must provide the top-heavy contribution.
(b) if the plans do not benefit the same participants, then
each plan must make its own top-heavy contributions.
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11. ANNUAL ADDITION LIMITATION - If a Participant is or has ever been a
participant in a defined benefit pension plan maintained by the
Employer, Section 3.2.1(c) provides that Annual Additions shall be
limited.
(x) a. Not applicable
( ) b. The contribution to the Plan allocable to the
Participant shall be reduced so that the limitations are
not exceeded.
( ) c. Other - Specify
NOTE: Specify the method under which the plans will limit total
additions to the maximum permissible amount, and will properly
reduce any excess amounts in a manner that precludes employer
discretion.
12. SECTION 415 COMPENSATION DEFINITION. For purposes of calculating an
Employee's compensation pursuant to Section 3.2.1(h), relating to
limitations on contributions and benefits, Compensation means all of
each Participant's
(x) a. Wages as computed for Wages, Tips, and Other
Compensation Box on Form W-2.
( ) b. Section 3401(a) wages.
( ) c. Section 415 safe harbor compensation.
13. PAIRED PLAN - Indicate whether the Plan is to be paired with another
ABR Benefits Services, Inc. Regional Prototype Plan.
(x) a. No or not applicable
( ) b. Yes. Paired with:
Plan Name _______________________
Three Digit Plan Number ___________
The name, address and telephone number of the Plan Sponsor is:
ABR Benefits Services, Inc.
▇▇▇▇▇ ▇.▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇)▇▇▇-▇▇▇▇
Applicable requirements mandate that the use of this Prototype Document be
registered by the Plan Sponsor with the Internal Revenue Service. Unregistered
use may cause the Plan to become disqualified because it may not be maintained
as required by law.
The Plan Sponsor will inform the Employer of any amendments made to the Plan or
of the discontinuance or abandonment of the Plan.
NOTE: An employer may rely on the notification letter issued by the National
Office of the Internal Revenue Service as evidence that the plan is
qualified under Section 401 of the Internal Revenue Code unless the
Employer has ever maintained or who later adopts another plan in
addition to the Plan (including a welfare benefit fund which provides
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post-retirement medical benefits allocated to separate accounts for key
employees or an individual medical account plan) other than ABR
Benefits Services, Inc. Regional paired plans. If the Employer who
adopts or maintains multiple plans wishes to obtain reliance that the
plans are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue.
This Adoption Agreement may be used only in conjunction with the ABR Benefits
Services, Inc. Regional Prototype Defined Contribution Plan and Trust, Revised
05/06/92.
* * *
The Employer and Trustee hereby adopt the Plan and Trust as evidenced by the
foregoing Adoption Agreement on this 1st day of June 1998.
Employer: Trustee:
Anthra Pharmaceuticals, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------- -------------------------
Officer ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Trustee
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Trustee
27