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EXHIBIT 10.27
PLAN #001
STANDARDIZED
ADOPTION AGREEMENT
PROTOTYPE CASH OR DEFERRED PROFIT-SHARING
PLAN AND TRUST/CUSTODIAL ACCOUNT
Sponsored by
NBD BANK, N.A.
The Employer named below hereby establishes a Cash or Deferred
Profit-Sharing Plan for eligible Employees as provided in this Adoption
Agreement and the accompanying Basic Prototype Plan and Trust/Custodial Account
Basic Plan Document #04.
1. EMPLOYER INFORMATION
NOTE: If multiple Employers are adopting the Plan, complete
this section based on the lead Employer. Additional
Employers may adopt this Plan by attaching executed
signature pages to the back of the Employer's Adoption
Agreement.
(a) NAME AND ADDRESS:
▇▇▇▇▇▇ HOLDINGS USA, INC. - ATF AUTOMOTIVE GROUP
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
(b) TELEPHONE NUMBER: (▇▇▇) ▇▇▇-▇▇▇▇
(c) TAX ID NUMBER: ▇▇-▇▇▇▇▇▇▇
(d) FORM OF BUSINESS:
[ ] (i) Sole Proprietor
[ ] (ii) Partnership
[ ] (iii) Corporation
[X] (iv) "S" Corporation (formerly known as Subchapter S)
[ ] (v) Other:
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(e) NAME OF INDIVIDUAL AUTHORIZED TO ISSUE
INSTRUCTIONS TO THE TRUSTEE/CUSTODIAN:
▇▇▇▇ ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
(f) NAME OF PLAN: ▇▇▇▇▇▇ HOLDINGS USA, INC. 401-K PLAN
(g) THREE DIGIT PLAN NUMBER
FOR ANNUAL RETURN/REPORT: 001
2. EFFECTIVE DATE
(a) This is a new Plan having an effective date of _________________.
(b) This is an amended Plan.
The effective date of the original Plan was JANUARY 1, 1993.
The effective date of the amended Plan is JULY 1, 1994.
(c) If different from above, the Effective Date for the Plan's Elective
Deferral provisions shall be ________________.
3. DEFINITIONS
(a) "Collective or Commingled Funds" (Applicable to Institutional Trustees
only.) Investment in collective or commingled funds as permitted at
paragraph 13.3(b) of the Basic Plan Document #04 shall only be made to
the following specifically named fund(s):
ALL NBD SPONSORED INVESTMENT FUNDS
Funds made available after the execution of this Adoption Agreement
will be listed on schedules attached to the end of this Adoption
Agreement.
(b) "Compensation" Compensation shall be determined on the basis of the:
[ ] (i) Plan Year.
[ ] (ii) Employer's Taxable Year.
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[X] (iii) Calendar Year.
Compensation shall be determined on the basis of the following
safe-harbor definition of Compensation in IRS Regulation Section
1.414(s)-(c):
[ ] (iv) Code Section 6041 and 6051 Compensation,
[ ] (v) Code Section 3401(a) Compensation, or
[X] (vi) Code Section 415 Compensation.
Compensation [X] shall [ ] shall not include Employer contributions
made pursuant to a Salary Savings Agreement which are not includable in
the gross income of the Employee for the reasons indicated in the
definition of Compensation at 1.12 of the Basic Plan Document #04.
For purposes of the Plan, Compensation shall be limited to $______, the
maximum amount which will be considered for Plan purposes. [If an
amount is specified, it will limit the amount of contributions allowed
on behalf of higher compensated Employees. Completion of this section
is not intended to coordinate with the $200,000 of Code Section 415(d),
thus the amount should be less than $200,000 as adjusted for
cost-of-living increases.]
(c) "Entry Date"
[ ] (i) The first day of the Plan Year nearest the date on which an
Employee meets the eligibility requirements.
[X] (ii) The earlier of the first day of the Plan Year or the first
day of the seventh month of the Plan Year coinciding with or
following the date on which an Employee meets the
eligibility requirements.
[ ] (iii) The first day of the Plan Year following the date on which
the Employee meets the eligibility requirements. If this
election is made, the Service requirement at 4(a)(ii) may
not exceed 1/2 year and the age requirement at 4(b)(ii) may
not exceed 20-1/2.
[ ] (iv) The first day of the month coinciding with or following the
date on which an Employee meets the eligibility
requirements.
[ ] (v) The first day of the Plan Year, or the first day of the
fourth month, or the first day of the seventh month or the
first day of the tenth month,
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of the Plan Year coinciding with or following the date on
which an Employee meets the eligibility requirements.
(d) "Hours of Service" Shall be determined on the basis of the method
selected below. Only one method may be selected. The method selected
shall be applied to all Employees covered under the Plan as follows:
[X] (i) On the basis of actual hours for which an Employee is
paid or entitled to payment.
[ ] (ii) On the basis of days worked.
An Employee shall be credited with ten (10) Hours of
Service if under paragraph 1.42 of the Basic Plan
Document #04 such Employee would be credited with at
least one (1) Hour of Service during the day.
[ ] (iii) On the basis of weeks worked.
An Employee shall be credited with forty-five (45)
Hours of Service if under paragraph 1.42 of the Basic
Plan Document #04 such Employee would be credited
with at least one (1) Hour of Service during the
week.
[ ] (iv) On the basis of semi-monthly payroll periods.
An Employee shall be credited with ninety-five (95)
Hours of Service if under paragraph 1.42 of the Basic
Plan Document #04 such Employee would be credited
with at least one (1) Hour of Service during the
semi-monthly payroll period.
[ ] (v) On the basis of months worked.
An Employee shall be credited with one-hundred-ninety
(190) Hours of Service if under paragraph 1.42 of the
Basic Plan Document #04 such Employee would be
credited with at least one (1) Hour of Service during
the month.
(e) "Limitation Year" The 12-consecutive month period commencing on
JANUARY 1, and ending on DECEMBER 31.
If applicable, the Limitation Year will be a short Limitation Year
commencing on _____ and ending on ______. Thereafter, the Limitation
Year shall end on the date last specified above.
(f) "Net Profit"
[X] (i) Not applicable (profits will not be required for any
contributions to the Plan).
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[ ] (ii) As defined in paragraph 1.49 of the Basic Plan
Document #04.
[ ] (iii) Shall be defined as:
_____________________________________________
(Only use if definition in paragraph 1.49 of the
Basic Plan Document #04 is to be superseded.)
(g) "Plan Year" The 12-consecutive month period commencing on JANUARY 1 and
ending on DECEMBER 31.
If applicable, the Plan Year will be a short Plan Year commencing on
and ending on. Thereafter, the Plan Year shall end on the date last
specified above.
(h) "Qualified Early Retirement Age" For purposes of making distributions
under the provisions of a Qualified Domestic Relations Order, the
Plan's Qualified Early Retirement Age with regard to the Participant
against whom the order is entered [X] shall [ ] shall not be the date
the order is determined to be qualified. If "shall" is elected, this
will only allow payout to the alternate payee(s).
(i) "Qualified Joint and Survivor Annuity" The safe-harbor provisions of
paragraph 8.7 of the Basic Plan Document #04 [X] are [ ] are not
applicable. If not applicable, the survivor annuity shall be % (50%,
66-2/3%, 75% or 100%) of the annuity payable during the lives of the
Participant and Spouse. If no answer is specified, 50% will be used.
(j) "Taxable Wage Base" [paragraph 1.79]
[X] (i) Not Applicable - Plan is not integrated with Social
Security.
[ ] (ii) The maximum earnings considered wages for such Plan
Year under Code Section 3121 (a).
[ ] (iii) ___% (not more than 100%) of the amount considered
wages for such Plan Year under Code Section 3121(a).
[ ] (iv) $___, provided that such amount is not in excess of
the amount determined under paragraph 3(j)(ii) above.
[ ] (v) For the 1989 Plan Year $10,000. For all subsequent
Plan Years, 20% of the maximum earnings considered
wages for such Plan Year under Code Section 3121(a).
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NOTE: Using less than the maximum at (ii) may result in a
change in the allocation formula in Section 7.
(k) "Valuation Date(s)" Allocations to Participant Accounts will be done in
accordance with Article V of the Basic Plan Document #04:
(i) Daily (v) Quarterly
(ii) Weekly (vi) Semi-Annually
(iii) Monthly (vii) Annually
(iv) Bi-Monthly
Indicate Valuation Date(s) to be used by specifying option from list
above:
Type of Contribution(s) Valuation Date(s)
----------------------- -----------------
After-Tax Voluntary Contributions [Section 6] V
---
Elective Deferrals [Section 7(b)] V
---
Matching Contributions [Section 7(c)] V
---
Qualified Non-Elective Contributions [Section 7(d)] V
---
Non-Elective Contributions [Section 7(e), (f) and (g)] V
---
Minimum Top-Heavy Contributions [Section 7(i)] V
---
(1) "Year of Service"
(i) For Eligibility Purposes: The 12-consecutive month period
during which an Employee is credited with 1000 (not more than
1,000) Hours of Service.
(ii) For Allocation Accrual Purposes: The 12-consecutive month
period during which an Employee is credited with 501 (not more
than 1,000) Hours of Service. (For Plan Years beginning in 1990
and thereafter, if a number greater than 501 is specified,
it will be deemed to be 501.)
(iii) For Vesting Purposes: The 12-consecutive month period during
which an Employee is credited with 1000 (not more than 1,000)
Hours of Service.
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4. ELIGIBILITY REQUIREMENTS
(a) Service:
[ ] (i) The Plan shall have no service requirement.
[X] (ii) The Plan shall cover only Employees having completed at
least 1/2 YR [not more than three (3)] Years of Service.
If more than one (1) is specified, for Plan Years beginning
in 1989 and later, the answer will be deemed to be one (1).
NOTE: If the eligibility period selected is less than one year,
an Employee will not be required to complete any
specified number of Hours of Service to receive credit for
such period.
(b) Age:
[ ] (i) The Plan shall have no minimum age requirement.
[X] (ii) The Plan shall cover only Employees having attained age 21
(not more than age 21).
(c) Classification:
The Plan shall cover all Employees who have met the age and service
requirements with the following exceptions:
[ ] (i) No exceptions.
[X] (ii) The Plan shall exclude 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 Representative" does not include
any organization more than half of whose members are
Employees who are owners, officers, or executives of
the Employer.
[X] (iii) The Plan shall exclude Employees who are nonresident aliens
and who receive no earned income from the Employer which
constitutes income from sources within the United States.
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(d) Employees on Effective Date:
[ ] (i) Not Applicable. All Employees will be required to
satisfy both the age and Service requirements
specified above.
[X] (ii) Employees employed on the Plan's Effective
Date do not have to satisfy the Service requirements
specified above.
[ ] (iii) Employees employed on the Plan's Effective Date
do not have to satisfy the age requirements
specified above.
5. RETIREMENT AGES
(a) Normal Retirement Age:
If the Employer imposes a requirement that Employees retire upon
reaching a specified age, the Normal Retirement Age selected below may
not exceed the Employer imposed mandatory retirement age.
[X] (i) Normal Retirement Age shall be 65 (not to exceed age 65).
[ ] (ii) Normal Retirement Age shall be the later of attaining
age ____ (not to exceed age 65) or the ____ (not to exceed
the 5th) anniversary of the first day of the first Plan Year
in which the Participant commenced participation in the
Plan.
(b) Early Retirement Age:
[X] (i) Not Applicable.
[ ] (ii) The Plan shall have an Early Retirement Age of ____ (not
less than 55) and completion of ____ Years of Service.
6. EMPLOYEE CONTRIBUTIONS
[X] (a) Participants shall be permitted to make Elective Deferrals in any
amount from 1% up to 15% of their Compensation.
If (a) is applicable, Participants shall be permitted to amend
their Salary Savings Agreements to change the contribution
percentage as provided below:
[ ] (i) On the Anniversary Date of the Plan,
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[ ] (ii) On the Anniversary Date of the Plan and on the
first day of the seventh month of the Plan Year,
[X] (iii) On the Anniversary Date of the Plan and on the
first day following any Valuation Date, or
[ ] (iv) Upon 30 days notice to the Employer.
[ ] (b) Participants shall be permitted to make after tax Voluntary
Contributions.
[ ] (c) Participants shall be required to make after tax Voluntary
Contributions as follows (Thrift Savings Plan):
[ ] (i) ___% of Compensation.
[ ] (ii) A percentage determined by the Employee on his
or her enrollment form.
[ ] (d) If necessary to pass the Average Deferral Percentage Test,
Participants [ ] may [ ] may not have Elective Deferrals
recharacterized as Voluntary Contributions.
NOTE: The Average Deferral Percentage Test will apply to
contributions under (a) above. The Average Contribution
Percentage Test will apply to contributions under (b) and
(c) above, and may apply to (a).
7. EMPLOYER CONTRIBUTIONS AND ALLOCATION THEREOF
NOTE: The Employer shall make contributions to the Plan in accordance
with the formula or formulas selected below. The Employer's
contribution shall be subject to the limitations contained in
Articles III and X. For this purpose, a contribution for a Plan
Year shall be limited for the Limitation Year which ends with or
within such Plan Year. Also, the integrated allocation formulas
below are for Plan Years beginning in 1989 and later. The
Employer's allocation for earlier years shall be as specified in
its Plan prior to amendment for the Tax Reform Act of 1986.
(a) Profits Requirement:
(i) Current or Accumulated Net Profits are required for:
[ ] (A) Matching Contributions.
[ ] (B) Qualified Non-Elective Contributions.
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[ ] (C) discretionary contributions.
(ii) No Net Profits are required for:
[X] (A) Matching Contributions.
[X] (B) Qualified Non-Elective Contributions.
[X] (C) discretionary contributions.
NOTE: Elective Deferrals can always be contributed regardless of
profits.
[ ] (b) Salary Savings Agreement:
The Employer shall contribute and allocate to each Participant's
account an amount equal to the amount withheld from the Compensation of
such Participant pursuant to his or her Salary Savings Agreement. If
applicable, the maximum percentage is specified in Section 6 above.
An Employee who has terminated his or her election under the Salary
Savings Agreement other than for hardship reasons may not make another
Elective Deferral:
[ ] (i) until the first day of the next Plan Year.
[ ] (ii) until the first day of the next valuation period.
[X] (iii) for a period of 12 month(s) (not to exceed 12 months).
[ ] (c) Matching Employer Contribution [See paragraphs (h) and (i)]:
[ ] (i) PERCENTAGE MATCH: The Employer shall contribute and allocate
to each eligible Participant's account an amount equal to
____% of the amount contributed and allocated in accordance
with paragraph 7(b) above and (if checked) ____% of [ ] the
amount of Voluntary Contributions made in accordance with
paragraph 4.1 of the Basic Plan Document #04. The Employer
shall not match Participant Elective Deferrals as provided
above in excess of $____ or in excess of ____% of the
Participant's Compensation or if applicable, Voluntary
Contributions in excess of $____ or in excess of ____% of
the Participant's Compensation. In no event will the match
on both Elective Deferrals and Voluntary Contributions
exceed a combined amount of $____ or ____%.
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[X] (ii) DISCRETIONARY MATCH: The Employer shall contribute and
allocate to each eligible Participant's account a percentage
of the Participant's Elective Deferral contributed and
allocated in accordance with paragraph 7(b) above. The
Employer shall set such percentage prior to the end of the
Plan Year. The Employer shall not match Participant Elective
Deferrals in excess of $____ or in excess of 15 % of the
Participant's Compensation.
[ ] (iii) TIERED MATCH: The Employer shall contribute and allocate to
each Participant's account an amount equal to ____% of the
first ____% of the Participant's Compensation, to the
extent deferred.
____% of the next ____% of the Participant's Compensation,
to the extent deferred.
____% of the next ____% of the Participant's Compensation,
to the extent deferred.
NOTE: Percentages specified in (iii) above may not increase as the
percentage of Participant's contribution increases.
[ ] (iv) FLAT DOLLAR MATCH: The Employer shall contribute and
allocate to each Participant's account $__ if the
Participant defers at least 1% of Compensation.
[ ] (v) PERCENTAGE OF COMPENSATION MATCH: The Employer shall
contribute and allocate to each Participant's account % of
Compensation if the Participant defers at least 1% of
Compensation.
[ ] (vi) PROPORTIONATE COMPENSATION MATCH: The Employer shall
contribute and allocate to each Participant who defers at
least 1% of Compensation, an amount determined by
multiplying such Employer Matching Contribution by a
fraction the numerator of which is the Participant's
Compensation and the denominator of which is the
Compensation of all Participants eligible to receive such an
allocation. The Employer shall set such discretionary
contribution prior to the end of the Plan Year.
[ ] (vii) QUALIFIED MATCH: Employer Matching Contributions will
be treated as Qualified Matching Contributions to the extent
specified below:
[ ] (A) All Matching Contributions.
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[ ] (B) None.
[ ] (C) ____% of the Employer's Matching Contribution.
[ ] (D) up to ____% of each Participant's Compensation.
[ ] (E) The amount necessary to meet the [ ] Average
Deferral Percentage (ADP) test, [ ] Average
Contribution Percentage (ACP) test, [ ] Both
the ADP and ACP tests.
(viii) MATCHING CONTRIBUTION COMPUTATION PERIOD: The time
period upon which matching contributions will be
based shall be
[ ] (A) weekly
[ ] (B) bi-weekly
[ ] (C) semi-monthly
[ ] (D) monthly
[ ] (E) quarterly
[ ] (F) semi-annually
[ ] (G) annually
(ix) ELIGIBILITY FOR MATCH: Employer Matching Contributions,
whether or not Qualified, will only be made on Employee
Contributions not withdrawn prior to the end of the
[ ] valuation period [X] Plan Year.
[X] (d) Qualified Non-Elective Employer Contribution - [See paragraphs (h)
and (i)] These contributions are fully vested when contributed.
The Employer shall have the right to make an additional discretionary
contribution which shall be allocated to each eligible Employee in
proportion to his or her Compensation as a percentage of the
Compensation of all eligible Employees. This part of the Employer's
contribution and the allocation thereof shall be unrelated to any
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Employee contributions made hereunder. The amount of Qualified
non-Elective Contributions taken into account for purposes of
meeting THE ADP or ACP test requirements is:
[ ] (i) All such Qualified non-Elective Contributions.
[X] (ii) The amount necessary to meet [ ] the ADP-test, [ ] the
ACP test, [X] Both the ADP and ACP tests.
Qualified non-Elective Contributions will be made to:
[ ] (iii) All Employees eligible to participate.
[X] (iv) Only non-Highly Compensated Employees eligible to
participate.
[X] (e) Additional Employer Contribution Other Than Qualified Non-Elective
Contributions - Non-Integrated [See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution which shall be allocated to each
eligible Employee in proportion to his or her Compensation as a
percentage of the Compensation of all eligible Employees. This
part of the Employer's contribution and the allocation thereof
shall be unrelated to any Employee contributions made hereunder.
[ ] (f) Additional Employer Contribution - Integrated Allocation Formula
[See paragraphs (h) and (i)]
The Employer shall have the right to make an additional
discretionary contribution. The Employer's contribution for the
Plan Year plus any forfeitures shall be allocated to the accounts
of eligible Participants as follows:
(i) First, to the extent contributions and forfeitures are
sufficient, all Participants will receive an allocation
equal to 3% of their Compensation.
(ii) Next, any remaining Employer Contributions and
forfeitures will be allocated to Participants who have
Compensation in excess of the Taxable Wage Base (excess
Compensation). Each such Participant will receive an
allocation in the ratio that his or her excess
compensation bears to the excess Compensation of all
Participants. Participants may only receive an
allocation of 3% of excess Compensation.
(iii) Next, any remaining Employer contributions and
forfeitures will be allocated to all Participants in
the ratio that their Compensation plus excess
Compensation bears to the total Compensation plus excess
Compensation of all
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Participants. Participants may only receive an allocation of
up to 2.7% of their Compensation plus excess Compensation,
under this allocation method. If the Taxable Wage Base defined
at Section 3(j) is less than or equal to the greater of $10,000
or 20% of the maximum, the 2.7% need not be reduced. If the
amount specified is greater than the greater of $10,000 or 20%
of the maximum Taxable Wage Base, but not more than 80%, 2.7%
must be reduced to 1.3%. If the amount specified is greater
than 80% but less than 100% of the maximum Taxable Wage Base,
the 2.7% must be reduced to 2.4%.
NOTE: If the Plan is not Top-Heavy or if the Top-Heavy
minimum contribution or benefit is provided under
another Plan [see Section 11(c)(ii)] covering the
same Employees, sub-paragraphs (i) and (ii) above may
be disregarded and 5.7%, 4.3% or 5.4% may be
substituted for 2.7%, 1.3% or 2.4% where it appears
in (iii) above.
(iv) Next, any remaining Employer contributions and forfeitures
will be allocated to all Participants (whether or not they
received an allocation under the preceding paragraphs) in the
ratio that each Participant's Compensation bears to all
Participants' Compensation.
[ ] (g) Additional Employer Contribution-Alternative Integrated Allocation
Formula [See paragraph (h) and (i)]
The Employer shall have the right to make an additional discretionary
contribution. To the extent that such contributions are sufficient,
they shall be allocated as follows:
____% of each eligible Participant's Compensation plus ____% of
Compensation in excess of the Taxable Wage Base defined at Section 3(j)
hereof. The percentage on excess compensation may not exceed the lesser
of (i) the amount first specified in this paragraph or (ii) the greater
of 5.7% or the percentage rate of tax under Code Section 3111(a) as in
effect on the first day of the Plan Year attributable to the Old Age
(OA) portion of the OASDI provisions of the Social Security Act. If the
Employer specifies a Taxable Wage Base in Section 3(j) which is lower
than the Taxable Wage Base for. Social Security purposes (SSTWB) in
effect as of the first day of the Plan Year, the percentage contributed
with respect to excess Compensation must be adjusted. If the Plan's
Taxable Wage Base is greater than the larger of $10,000 or 20% of the
SSTWB but not more than 80% of the SSTWB, the excess percentage is
4.3%. If the Plan's Taxable Wage Base is greater than 80% of the SSTWB
but less than 100% of the SSTWB, the excess percentage is 5.4%.
NOTE: Only one plan maintained by the Employer may be integrated
with Social Security.
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(h) Allocation of Excess Amounts (Annual Additions)
In the event that the allocation formula above results in an Excess
Amount, such excess shall be:
[ ] (i) placed in a suspense account accruing no gains or losses
for the benefit of the Participant.
[ ] (ii) reallocated as additional Employer contributions to all
other Participants to the extent that they do not have any
Excess Amount.
(i) Minimum Employer Contribution Under Top-Heavy Plans:
For any Plan Year during which the Plan is Top-Heavy, the sum of
the contributions and forfeitures as allocated to eligible
Employees under paragraphs 7(d), 7(e), 7(f), 7(g) and 9 of this
Adoption Agreement shall not be less than the amount required
under paragraph 14.2 of the Basic Plan Document #04. Top-Heavy
minimums will be allocated to:
[ ] (i) all eligible Participants.
[X] (ii) only eligible non-Key Employees who are Participants.
(j) Return of Excess Contributions and/or Excess Aggregate Contributions:
In the event that one or more Highly Compensated Employees is
subject to both the ADP AND ACP TESTS and the sum of such tests
exceeds the Aggregate Limit, the limit will be satisfied by
reducing the:
[ ] (i) the ADP of the affected Highly Compensated Employees.
[ ] (ii) the ACP of the affected Highly Compensated Employees.
[X] (iii) a combination of the ADP and ACP of the affected Highly
Compensated Employees.
8. ALLOCATIONS TO TERMINATED EMPLOYEES
(a) For Plan Years beginning prior to 1990:
[ ] (i) For Plan Years beginning prior to 1990, the Employer will
not allocate Employer related contributions to any
Participant who terminates employment during the Plan Year.
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[X] (ii) The Employer will allocate Employer related contributions to
Employees who terminate during the Plan Year as a result of:
[X] (1) Retirement.
[X] (2) Disability.
[X] (3) Death.
[ ] (4) Other termination provided that the Participant
has completed a Year of Service.
[ ] (5) Other termination.
(b) For Plan Years beginning in 1990 and thereafter, the Employer will
allocate Employer related contributions to any Participant who is
credited with more than 500 Hours of Service or is employed on the last
day of the Plan Year without regard to the number of Hours of Service.
The Employer will also allocate Employer related contributions to any
Participant who terminates during the Plan Year without accruing the
necessary Hours of Service if they terminate as a result of:
[X] (i) Retirement.
[X] (ii) Disability.
[X] (iii) Death.
9. ALLOCATION OF FORFEITURES
NOTE: Subsections (a), (b) and (e) below apply to forfeitures of amounts
other than Excess Aggregate Contributions.
(a) Allocation Alternatives:
[ ] (i) Not Applicable. All contributions, are always fully vested.
[X] (ii) Forfeitures shall be allocated to Participants in the same
manner as the Employer's contribution.
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If allocation to other Participants is selected, the
allocation shall be as follows:
[1] Amount attributable to Employer discretionary
contributions and Top-Heavy minimums will be allocated
to:
[ ] all eligible Participants under the Plan.
[ ] only those Participants eligible for an allocation
of matching contributions in the current year.
[2] Amounts attributable to Employer Matching contributions
will be allocated to:
[ ] all eligible Participants.
[X] only those Participants eligible for allocations
of matching, contributions in the current year.
[ ] (iii) Forfeitures shall be applied to reduce the Employer's
contribution for such Plan Year.
[ ] (iv) Forfeitures shall be applied to offset administrative
expenses of the Plan. If forfeitures exceed these expenses,
(iii) above shall apply.
(b) Date for Reallocation:
NOTE: If no distribution has been made to a former Participant,
sub-section (i) below will apply to such Participant even if
the Employer elects (ii), (iii) or (iv) below as its normal
administrative policy.
[ ] (i) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Participant incurs his or her fifth
consecutive one year Break In Service.
[ ] (ii) Forfeitures will be reallocated immediately (as of the next
Valuation Date).
[X] (iii) Forfeitures shall be reallocated at the end of the Plan Year
during which the former Employee incurs his or her 1 (1st,
2nd, 3rd, or 4th) consecutive one year Break In Service.
[ ] (iv) Forfeitures will be reallocated immediately (as of the Plan
Year end).
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(c) Restoration of Forfeitures:
If amounts are forfeited prior to five consecutive 1-year Breaks
in Service, the Funds for restoration of account balances will be
obtained from the following resources in the order indicated (fill
in the appropriate number):
[1] (i) Current year's forfeitures.
[3] (ii) Additional Employer contribution.
[2] (iii) Income or gain to the Plan.
(d) Forfeitures of Excess Aggregate Contributions shall be:
[ ] (i) Applied to reduce Employer contributions.
[ ] (ii) Allocated, after all other forfeitures under the Plan, to
the Matching Contribution account of each non-Highly
Compensated Participant who made Elective Deferrals or
Voluntary Contributions in the ratio which each such
Participant's Compensation for the Plan Year bears to the
total Compensation of all Participants for such Plan Year.
Such forfeitures cannot be allocated to the account of any
Highly Compensated Employee.
Forfeitures of Excess Aggregate Contributions will be so applied at the
end of the Plan Year in which they occur.
10. CASH OPTION
[X] (a) The Employer may permit a Participant to elect to defer to the
Plan, an amount not to exceed 15 % of any Employer paid cash
bonus made for such Participant for any year. A Participant must
file an election to defer such contribution at least fifteen (15)
days prior to the end of the Plan Year. If the Employee fails to
make such an election, the entire Employer paid cash bonus to
which the Participant would be entitled shall be paid as cash and
not to the Plan. Amounts deferred under this section shall be
treated for all purposes as Elective Deferrals. Notwithstanding
the above, the election to defer must be made before the bonus is
made available to the Participants.
[ ] (b) Not Applicable.
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11. LIMITATIONS ON ALLOCATIONS
[X] This is the only Plan the Employer maintains or ever maintained;
therefore, this section is not applicable.
[ ] The Employer does maintain or has maintained another Plan (including a
Welfare Benefit Fund or an individual medical account [as defined in
Code Section 415(l)(2)], under which amounts are treated as Annual
Additions) and has completed the proper sections below.
Complete (a), (b) and (c) only if the Employer maintains or ever
maintained another qualified plan, including a Welfare Benefit Fund or
an individual medical account [as defined in Code Section 415(l)(2)],
in which any Participant in this Plan is (or was) a participant or
could possibly become a participant.
(a) If the Participant is covered under another qualified Defined
Contribution Plan maintained by the Employer, other than a Master or
Prototype Plan:
[ ] (i) the provisions of Article X of the Basic Plan Document #04
will apply, as if the other plan were a Master or Prototype
Plan.
[ ] (ii) Attach provisions stating 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.
(b) If a Participant is or ever has been a participant in a Defined Benefit
Plan maintained by the Employer:
Attach provisions which will satisfy the 1.0 limitation of Code
Section 415(e). Such language must preclude Employer discretion. The
Employer must also specify the interest and mortality assumptions used
in determining Present Value in the Defined Benefit Plan.
(c) The minimum contribution or benefit required under Code Section 416
relating to Top-Heavy Plans shall be satisfied by:
[ ] (i) this Plan.
[ ] (ii) _____________________________________________________
(Name of other qualified plan of the Employer).
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[ ] (iii) Attach provisions stating the method under which the
contribution and benefit provisions of Code Section 416
will be mortality satisfied. If a Defined Benefit Plan is
or was maintained, an attachment must be provided showing
interest and assumptions used in the Top-Heavy Ratio.
12. VESTING
Employees shall have a fully vested and nonforfeitable interest in any
Employer contribution and the investment earnings thereon made in accordance
with paragraphs (select one or more options) [ ] 7(c), [ ] 7(e), [ ] 7(f),
[ ] 7(g) and [ ] 7(i) hereof. Contributions under paragraph 7(b), 7(c)(vii)
and 7(d) are always fully vested. If one or more of the foregoing options
are not selected, such Employer contributions shall be subject to the
vesting table selected by the Employer.
Each Participant shall acquire a vested and nonforfeitable percentage in his
or her account balance attributable to Employer contributions and the
earnings thereon under the procedures selected below except with respect to
any Plan Year during which the Plan is Top-Heavy, in which case the
Two-twenty vesting schedule [Option (b)(iv)] shall automatically apply
unless the Employer has already elected a faster vesting schedule. If the
Plan is switched to option (b)(iv), because of its Top-Heavy status, that
vesting schedule will remain in effect even if the Plan later becomes
non-Top-Heavy until the Employer executes an amendment of this Adoption
Agreement indicating otherwise.
(a) Computation Period:
The computation period for purposes of determining Years of Service and
Breaks in Service for purposes of computing a Participant's
nonforfeitable right to his or her account balance derived from
Employer contributions:
[ ] (i) shall not be applicable since Participants are always fully
vested,
[ ] (ii) shall commence on the date on which an Employee first
performs an Hour of Service for the Employer and each
subsequent 12-consecutive month period shall commence on the
anniversary thereof, or
[X] (iii) shall commence on the first day of the Plan Year during
which an Employee first performs an Hour of Service for the
Employer and each subsequent 12-consecutive month period
shall commence on the anniversary thereof.
A Participant shall receive credit for a Year of Service if he or she
completes at least 1,000 Hours of Service [or if lesser, the number of
hours specified at 3(l)(iii) of this
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Adoption Agreement] at any time during the 12-consecutive month
computation period. Consequently, a Year of Service may be earned prior
to the end of the 12-consecutive month computation period and the
Participant need not be employed at the end of the 12-consecutive month
computation period to receive credit for a Year of Service.
(b) Vesting Schedules:
NOTE: The vesting schedules below only apply to a Participant who
has at least one Hour of Service during or after the, 1989
Plan Year. If applicable, Participants who separated from
Service prior to the 1989 Plan Year will remain under the
vesting schedule as in effect in the Plan prior to amendment
for the Tax Reform Act of 1986.
(i) Full and immediate vesting,
Years of Service
----------------
1 2 3 4 5 6 7
-- -- -- -- -- -- --
(ii) ___% 100%
(iii) ___% ___% 100%
(iv) ___% 20% 40% 60% 80% 100%
(v) ___% ___% 20% 40% 60% 80% 100%
(vi) 10% 20% 30% 40% 60% 80% 100%
(vii) 20% 40% 60% 80% 100%
(viii) ___% ___% ___% ___% ___% ___% 100%
NOTE: The percentages selected for schedule (viii) may not be less for any
year than the percentages shown at schedule (v).
[X] All contributions other than those which are fully vested when
contributed will vest under schedule VII above.
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[X] Contributions other than those which are fully vested when
contributed will vest as provided below:
Vesting
Option Selected Type Of Employer Contribution
--------------- -----------------------------
VII 7(c) Employer Match on Salary Savings
___ 7(c) Employer Match on
Employee Voluntary
VII 7(e) Employer Discretionary
___ 7(f) & (g) Employer
Discretionary - Integrated
(c) Service disregarded for Vesting:
[ ] (i) Not Applicable. All Service shall be considered.
(ii) Service prior to the Effective Date of this Plan or a
predecessor plan shall be disregarded when computing a
Participant's vested and nonforfeitable interest.
(iii) Service prior to a Participant having attained age 18
shall be disregarded when computing a Participant's vested
and nonforfeitable interest.
13. SERVICE WITH PREDECESSOR ORGANIZATION
For purposes of satisfying the Service requirements for eligibility, Hours
of Service shall include Service with the following predecessor
organization(s):
(These hours will also be used for vesting purposes.)
▇▇▇▇▇▇ HOLDINGS LIMITED; ATF AUTOMOTIVE GROUP, INC.; ▇▇▇▇▇▇ STAMPING CORP;
▇▇▇▇▇▇ GLENCOE LTD.; ▇▇▇▇▇▇ USA; N.A. PRECISION LTD; TALBOT ASSEMBLY LTD
14. ROLLOVER/TRANSFER CONTRIBUTIONS
(a) Rollover Contributions, as described at paragraph 4.3 of the
Basic Plan Document #04, [X] shall [ ] shall not be permitted. If
permitted, Employees [X] may [ ] may not
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make Rollover Contributions prior to meeting the eligibility
requirements for participation in the Plan.
(b) Transfer Contributions, as described at paragraph 4.4 of the Basic
Plan Document #04 [X] shall [ ] shall not be permitted. If permitted,
Employees [X] may [ ] may not Transfer Contributions prior to meeting
the eligibility requirements for participation in the Plan.
NOTE: Even if available, the Employer may refuse to accept such
contributions if its Plan meets the safe-harbor rules of paragraph
8.7 of the Basic Plan Document #04.
15. HARDSHIP WITHDRAWALS
Hardship withdrawals, as provided for in paragraph 6.9 of the Basic Plan
Document #04, [X] are [ ] are not permitted.
16. PARTICIPANT LOANS
Participant loans, as provided for in paragraph 13.5 of the Basic Plan
Document #04, [ ] are [X] are not permitted. If permitted, repayments of
principal and interest shall be repaid to [ ] the Participant's segregated
account or [ ] the general Fund.
17. INSURANCE POLICIES
The insurance provisions of paragraph 13.6 of the Basic Plan Document #04
[ ] shall [X] shall not be applicable.
18. EMPLOYER INVESTMENT DIRECTION
The Employer investment direction provisions, as set forth in paragraph 13.7
of the Basic Plan Document #04, [ ] shall [X] shall not be applicable.
19. EMPLOYEE INVESTMENT DIRECTION
(a) The Employee investment direction provisions, as set forth in paragraph
13.8 of the Basic Plan Document #04, [X] shall [ ] shall not be
applicable.
If applicable, Participants may direct their investments:
[X] (i) among funds offered by the Trustee.
[ ] (ii) among any allowable investments.
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(b) Participants may direct the following kinds of contributions and
the earnings thereon (check all applicable):
[X] (i) All Contributions.
[ ] (ii) Elective Deferrals.
[ ] (iii) Employee Voluntary Contributions (after-tax).
[ ] (iv) Employee Mandatory Contributions (after-tax).
[ ] (v) Employer Qualified Matching Contributions.
[ ] (vi) Other Employer Matching Contributions.
[ ] (vii) Employer Qualified Non-Elective Contributions.
[ ] (viii) Employer Discretionary Contributions.
[ ] (ix) Rollover Contributions.
[ ] (x) Transfer Contributions.
[ ] (xi) All of above which are checked, but only to the extent that
the Participant is vested in those contributions.
NOTE: To the extent Employee investment direction was previously
allowed, it shall continue to be allowed on those amounts and the
earnings thereon.
20. EARLY PAYMENT OPTION
(a) A Participant who separates from Service prior to retirement, death or
Disability [X] may [ ] may not make application to the Employer
requesting an early payment of his or her vested account balance.
(b) A Participant who has attained age 59-1/2 and who has not separated
from Service [X] may [ ] may not obtain a distribution of his or her
vested Employer contributions. Distribution can only be made if the
Participant is 100% vested.
(c) A Participant who has attained the Plan's Normal Retirement Age and who
has not separated from Service [X] may [ ] may not receive a
distribution of his or her vested account balance.
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NOTE: If the Participant has had the right to withdraw his or her
account balance in the past, this right may not be taken away.
Notwithstanding the above, to the contrary, required minimum
distributions will be paid. For timing of distributions, see item
21(a) below.
21. DISTRIBUTION OPTIONS
(a) Timing of Distributions:
In cases of termination for other than death, Disability or retirement,
benefits shall be paid:
[ ] (i) As soon as administratively feasible, following the close
of the valuation period during which a distribution is
requested or is otherwise payable.
[ ] (ii) As soon as administratively feasible following the close of
the Plan Year during which a distribution is requested or
is otherwise payable.
[ ] (iii) As soon as administratively feasible, following the date
on which a distribution is requested or is otherwise
payable.
[ ] (iv) As soon as administratively feasible, after the close of
the Plan Year during which the Participant incurs
consecutive one-year Breaks in Service.
[ ] (v) Only after the Participant has achieved the Plan's Normal
Retirement Age, or Early Retirement Age, if applicable.
In cases of death, Disability or retirement, benefits shall be paid:
[ ] (vi) As soon as administratively feasible, following the close
of the valuation period during which a distribution is
requested or is otherwise payable.
[ ] (vii) As soon as administratively feasible following the close
of the Plan Year during which a distribution is requested
or is otherwise payable.
[X] (viii) As soon as administratively feasible, following the
date on which a distribution is requested or is otherwise
payable.
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(b) Optional Forms of Payment:
[X] (i) Lump Sum.
[ ] (ii) Installment Payments.
[ ] (iii) Life Annuity*.
[ ] (iv) Life Annuity Term Certain*.
Life Annuity with payments guaranteed for _______ years
(not to exceed 20 years, specify all applicable).
[ ] (v) Joint and [ ] 50%, [ ] 66-2/3%, [ ] 75% or [ ] 100% survivor
annuity* (specify all applicable).
[ ] (vi) Other form(s) specified:
*Not available in Plan meeting provisions of paragraph 8.7 of Basic
Plan Document #04.
(c) Recalculation of Life Expectancy:
In determining required distributions under the Plan, Participants
and/or their Spouse (Surviving Spouse) [ ] shall [ ] shall not have the
right to have their life expectancy recalculated annually.
If "shall",
[ ] only the Participant shall be recalculated.
[ ] both the Participant and Spouse shall be recalculated.
[ ] who is recalculated shall be determined by the Participant.
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22. SPONSOR CONTACT
Employers should direct questions concerning the language contained in and
qualification of the Prototype to:
▇▇▇▇ ▇▇▇▇▇▇▇▇
(Job Title) 2ND VICE PRESIDENT
(Phone Number) ▇▇▇-▇▇▇-▇▇▇▇
In the event that the Sponsor amends, discontinues or abandons this
Prototype Plan, notification will be provided to the Employer's address
provided on the first page of this Agreement.
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23. SIGNATURES
DUE TO THE SIGNIFICANT TAX RAMIFICATIONS, THE SPONSOR RECOMMENDS THAT BEFORE
YOU EXECUTE THIS ADOPTION AGREEMENT, YOU CONTACT YOUR ATTORNEY OR TAX
ADVISOR, IF ANY.
(a) EMPLOYER:
Name and address of Employer if different than specified in Section I
above.
This agreement and the corresponding provisions of the Plan and
Trust/Custodial Account Basic Plan Document #04 were adopted by the
Employer the 30 day of Dec, 1994.
Signed for the Employer by:
Title: Plan Administrator
Signature: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------
THE EMPLOYER UNDERSTANDS THAT ITS FAILURE TO PROPERLY COMPLETE THE
ADOPTION AGREEMENT MAY RESULT IN DISQUALIFICATION OF ITS PLAN.
Employer's Reliance: An Employer who maintains or has ever maintained
or who later adopts any Plan [including, after December 31, 1985, a
Welfare Benefit Fund, as defined in Section 419(e) of the Code, which
provides post-retirement medical benefits allocated to separate
accounts for Key Employees, as defined in Section 419A(d)(3)] or an
individual medical account, as defined in Code Section 415(l)(2) in
addition to this Plan may not rely on the opinion letter issued by the
National Office of the Internal Revenue Service as evidence that this
Plan is qualified under Section 401 of the Code. If the Employer who
adopts or maintains multiple Plans wishes to obtain reliance that such
Plan(s) are qualified, application for a determination letter should be
made to the appropriate Key District Director of Internal Revenue. The
Employer understands that its failure to properly complete the Adoption
Agreement may result in disqualification of its plan.
This Adoption Agreement may only be used in conjunction with Basic Plan
Document #04.
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[X] (b) TRUSTEE:
Name of Trustee:
NBD BANK
The assets of the Fund shall be invested in accordance with paragraph
13.3 of the Basic Plan Document #04 as a Trust. As such, the Employer's
Plan as contained herein was accepted by the Trustee the 20 day of
December, 1994.
Signed for the Trustee by: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SECOND VP
Signature: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
[X] (c) CUSTODIAN:
Name of Custodian:
NBD BANK, N.A.
The assets of the Fund shall be invested in accordance with paragraph
13.4 of the Basic Plan Document #04 as a Custodial Account. As such,
the Employer's Plan as contained herein was accepted by the Custodian
the 20 day of December, 1994.
Signed for the Custodian by: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SECOND VP
Signature: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
(d) SPONSOR:
The Employer's Agreement and the corresponding provisions of the Plan
and Trust/Custodial Account Basic Plan Document #04 were accepted by
the Sponsor the 20 day of December, 1994.
Signed for the Sponsor by: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SECOND VP
Signature: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
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