ADOPTION AGREEMENT #006
NONSTANDARDIZED CODE (S)4O1(K) PROFIT SHARING PLAN
The undersigned, BENTHOS, INC.
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("Employer), by executing this Adoption Agreement elects to become a
participating Employer in the IDS Financial Services Inc. Defined Contribution
Prototype Plan (basic plan document #01) by adopting the accompanying Plan and
Trust in full as if the Employer were a signatory to that Agreement The Employer
makes the following elections granted under the provisions of the Prototype
Plan.
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PREAMBLE
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Employer Name: BENTHOS, INC.
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EIN Number: ▇▇-▇▇▇▇▇▇▇
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Address of Employer's Principal Office: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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City State Zip
Employer's Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
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Name of Trustee: IDS BANK & TRUST
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Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
THE EMPLOYER SHALL BE THE PLAN ADMINISTRATOR UNLESS A DIFFERENT PLAN
ADMINISTRATOR IS DESIGNATED.
Plan Administrator Name (if other than Employer):
Name:___________________________________________________________________________
Address:________________________________________________________________________
Street
________________________________________________________________________________
City State Zip
Plan Administrator's Telephone Number: ( )
_________________________________________
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ARTICLE I. DEFINITIONS
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1.02 CUSTODIAN/TRUSTEE.
The Custodian/Trustee executing this Adoption Agreement will administer
this Plan and Trust as Trustee.
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1.03 PLAN.
The name of the Plan as adopted by the Employer is: BENTHOS, INC. 401(k)
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RETIREMENT PLAN
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The Plan Number is: # 2.
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1.07 EMPLOYEE
The following Employees are not eligible to participate in the Plan:
[_] (a) No exclusions.
[x] (b) Collective bargaining employees (as defined in Section 1.07 of
the Plan). [Note; If the Employer excludes union employees from
the Plan, the Employer must be able to provide evidence that
retirement benefits were the subject of good faith bargaining.]
[x] (c) Nonresident aliens who do not receive any earned income (as
defined in Code (S)911(d)(2)) from the Employer which constitutes
United States source income (as defined in Code (S)861(a)(3)).
[x] (d) Commission Salesmen.
[_] (e) Other (specify)__________________________________________________
_________________________________________________________________
Leased Employees. Any Leased Employee treated as an Employee under Section
1.31 of the Plan, is: (Choose one)
[x] (f) Not eligible to participate in the Plan, irrespective of whether
he otherwise would be eligible to participate by reason of this
Adoption Agreement Section 1.07.
[_] (g) Eligible to participate in the Plan unless excluded by reason of
an exclusion classification elected under this Adoption Agreement
Section 1.07.
Related Employers. If any member of the Employer's related group (as
defined in Section 1.30 of the Plan) executes a Participation Agreement to
this Adoption Agreement, such member's Employees are eligible to
participate in the Plan, unless excluded by reason of an exclusion
classification elected under this Adoption Agreement Section 1.07. In
addition: (Choose one)
[x] (h) No other related group member's Employees are eligible to
participate in the Plan:
[_] (i) The following nonparticipating related group member's Employees
are eligible to participate in the Plan unless excluded by reason
of an exclusion classification elected under this Adoption
Agreement Section 1.07.
_________________________________________________________________
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1.12 COMPENSATION.
"Compensation" includes elective contributions made by the Employer on the
Employee's behalf.
Special definition for salary reduction contributions. An Employee's salary
reduction agreement, as described in Adoption Agreement Section 3.01,
applies to his Compensation, as defined in this Adoption Agreement Section
1.12, determined prior to the reduction authorized by that salary reduction
agreement, with the following exceptions:
[x] (a) No exceptions.
[_] (b) The following exemptions apply:__________________________________
______________________________________________________________________
______________________________________________________________________
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1.17 PLAN YEAR/LIMITATION YEAR.
Plan Year means: ((a) is mandatory; (b)is optional)
[x] (a) The 12 consecutive month period ending every September 30th.
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[_] (b) The first Plan Year of the Plan is (specify)_____________________
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The Limitation Year is the Plan Year.
The Fiscal Year Is the Employer's fiscal year: the 12 consecutive month
period ending every September 30th .
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1.18 EFFECTIVE DATE.
New Plan. The "Effective Date" of the Plan is ___________________________.
Restated Plan. The restated Effective Date is 11/5/93 . This Plan is a
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substitution and amendment of an existing retirement plan originally
established 7/1/87, amended and restated as 10/1/91 and amended and
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restated as of 10/1/92
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1.19 PLAN ENTRY DATE.
"Plan Entry Date" means the Effective Date and: (Choose One)
[_] (a) Semi-annual Entry Dates. The first day of the Plan Year and the
first day of the seventh month of the Plan Year.
[_] (b) The first day of the Plan Year.
[x] (c) Other (specify entry dates, at least one of which must be the
first day of the Plan Year) Monthly .
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[Note: The Employer may elect Option (b) only if the age requirement under
Option (a)(1) of this Adoption Agreement Section 2.01 does not exceed 20
1/2, if the service requirement under Option (b)(2) of this Adoption
Agreement Section 2.01 does not exceed 6 months, or if Option (b)(1) under
this Adoption Agreement Section 2.01 is not selected.]
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1.27 HOUR OF SERVICE.
The Advisory Committee will credit Hours of Service on the basis of:
(Choose (a) or (b))
[x] (a) The actual method.
[_] (b) The following equivalency method: (Choose one)
[_] (1) Daily.
[_] (2) Weekly.
[_] (3) Semi-monthly payroll periods.
[_] (4) Monthly.
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1.29 SERVICE FOR PREDECESSOR EMPLOYER.
In addition to the predecessor service the Plan must credit by reason of
Section 1.29 of the Plan, the Plan credits Service with the following
predecessor employer(s):
(Choose one)
[x] (a) No other predecessor employer.
[_] (b) Name of Predecessor Employer(s)__________________________________
________________________________________________________________.
(Choose at least one)
[_] (1) For purposes of participation under Article II.
[_] (2) For purposes of vesting under Article V.
[_] (3) Except Service credited before
[Note: If the Employer is designating more than one predecessor
employer, it may attach a schedule to this Adoption Agreement
Option (b), designating additional predecessor employers and the
applicable service crediting elections.]
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1.31 LEASED EMPLOYEES. NOT APPLICABLE
If a Leased Employee is a Participant in the Plan and also participates in
a defined contribution plan maintained by the leasing organization: (Choose
one).
[_] (a) The Advisory Committee will determine the Leased Employee's
allocation of Employer contributions under Article III without
taking into account the Leased Employee's allocation, if any,
under the leasing organizations plan.
[_] (b) The Advisory Committee will reduce a Leased Employee's allocation
of Employer nonelective contributions (other than designated
qualified nonelective contributions) under this Plan by the
Leased Employee's allocation under the leasing organization's
plan, but only to the extent that allocation is attributable to
the Leased Employee's service provided to the Employer. The
leasing organization's plan:
[_] (1) Must be a money purchase plan which would satisfy the
definition under Section 1.31 of a safe harbor plan,
irrespective of whether the safe harbor exception
applies.
[_] (2) Other (specify required features of plan and, if a
defined benefit plan, the method of determining this
reduction)______________________________________________
________________________________________________________
_______________________________________________________.
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ARTICLE II. EMPLOYEE PARTICIPANTS
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2.01 ELIGIBILITY
Eligibility conditions. To become a Participant in the Plan, an Employee
must satisfy the following eligibility conditions:
(a) Age requirement. (Choose (1) or (2))
[x] (1) Age 19 (specify age, not exceeding 21).
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[_] (2) No age requirement.
(b) Service requirement. (Choose one of (1), (2)or (3); (4) applies to the
non-401(k) portion of the plan and is optional in addition to the
preceding elections)
[_] (1) One Year of Service.
[_] (2) ___________ months (not exceeding 12) following the
Employee's Employment Commencement Date.
[x] (3) One Hour of Service.
[_] (4) Solely for purposes of participation in the allocation of:
(Choose one or both)
[x] (i) Employer discretionary contributions (including
designated qualified nonelective contributions) and
Participant forfeitures.
[x] (ii) Employer matching contributions.
The service requirement of Options (1), (2) or (3), as
elected, does not apply. For participation in such
allocations, the service requirement is: (Choose one)
[x] (A) One (one or two) Year(s) of Service,
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without an intervening Break in Service (as described
in Section 2.03(A) of the Plan) if the requirement is
two Years at Service.
[_] (B)________________ months (not exceeding 24) following
the Employee's Employment Commencement Date.
Entry Date. An Employee will become a Participant, unless excluded from
participation under Adoption Agreement Section 1.07, on the Plan Entry Date
(if employed on that date) coincident with or immediately following the
date the Employee completes the eligibility conditions described in Options
(a) and (b) or this Adoption Agreement Section 2.01.
[Note: If the first day of the Plan Year is the only Plan Entry Date,
(i.e., Option 1.19(b) is selected): The Employer may not elect (b)(4)(B)
with more than 6 months, if the Employer selects a graduated vesting
schedule under Section 5.03; the Employer may not elect (b)(4)(A) with more
than one Year of Service or (b)(4)(13) with more than 18 months, if the
Employer selects 100% immediate vesting under Section 5.03.1
Dual eligibility. The eligibility conditions of this Section 2.01 apply to:
(Choose (c) or (d))
[x] (c) All Employees of the Employer.
[_] (d) Solely to an Employee employed by the Employer after_____________
If the Employee was employed by the specified date, the Employee
will become a Participant: (Choose (1) or (2))
[_] (1) On the latest of the Effective Date, his Employment
Commencement Date or the date he attains age ___________
(not to exceed 21).
[_] (2) Under the eligibility conditions in effect under the
Plan prior to the restated Effective Date:
(specify)_________________ The eligibility condition
under this Option (2) for participation in the Code
(S)401(k) arrangement under this Plan is one Year of
Service for Plan Years beginning after December 31,
1988. (for restated plans only)
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2.02 YEAR OF SERVICE - PARTICIPATION.
After the initial 12 consecutive month period described in Section 2.02 of
the Plan, the Plan measures Years of Service and Break in Service under
Article H by reference to: (Choose (a) or (b))
[_] (a) The 12 consecutive month period beginning with each anniversary
of in Employee's Employment Commencement Date.
[x] (b) The Plan Year, beginning with the Plan Year which includes the
first anniversary of the Employee's Employment Commencement Date.
An Employee who receives credit for 1,000 Hours of Service during
the initial 12 consecutive month period and during the first Plan
Year described in this Option (b), will receive credit for two
Years of Service under Article II.
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2.03 BREAK IN SERVICE - PARTICIPATION.
The Break in Service rule described in Section 2.03(B) of the Plan does not
apply to the Employer's Plan. A Participant whose employment has terminated
reenters the Plan on the date of reemployment.
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ARTICLE III EMPLOYER CONTRIBUTIONS AND FORFEITURES
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3.01 AMOUNT.
The Employer's annual contribution to the Trust will equal the total amount
of deferral contributions, matching contributions, qualified nonelective
contributions and discretionary contributions, as determined under this
Section 3.01.
Salary Reduction Arrangement. The Employer must contribute the amount by
which the Participants have reduced their Compensation for the Plan Year,
pursuant to their salary reduction agreements on file with the Advisory
Committee. A reference in the Plan to salary reduction contributions is a
reference to these amounts.
Matching contributions. (Choose (a) or (b))
[_] (a) The Employer will not make matching contributions.
[x] (b) The Employer will make matching contributions in accordance with
the formula(s) elected in this Option (b):(Choose at least one)
[_] (1) An amount equal to_______________% of each Participants
Salary reduction contributions for the Plan Year.
[_] (2) An amount equal to___ ___ % of each Participant's salary
reduction contributions for the Plan Year that do not
exceed ______________ % of Compensation (as defined in
Adoption Agreement Section 1.12) for the Plan Year; plus
the following matching percentage(s) for Salary
reduction contributions exceeding the specified
percentage of the Participant's Compensation for the
Plan Year: -0- .
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[x] (3) An amount equal to 25 % of the first $ 4,000 of each
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Participant's Salary reduction contributions for the
Plan Year; plus the following matching percentage(s) of
the Participant's Salary reduction contributions for the
Plan Year exceeding the specified dollar amount:
________________________________________________________
________________________________________________________
[Note: Under Options (2) or (3), the matching percentage for any subsequent
tier of reduction contributions may not exceed the matching percentage for
any prior tier.]
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[x] (4) Discretionary formula. An amount (or additional amount)
equal to a matching percentage the Employer from time to
time may deem advisable of: (Choose one)
[_] (i) the Participant's Salary reduction contributions
for the Plan Year.
[_] (ii) each Participant's Salary reduction contributions
for the Plan Year that do not exceed ________ % of
the Participant's Compensation (as defined in
Adoption Agreement Section 1.12) for the Plan
Year.
[x] (iii) the first $4,000 of each Participant's Salary
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reduction contributions for the Plan Year.
Net profits. To make the matching contributions described in Option (b), the
Employer need not have net profits.
Designated qualified nonelective contributions. The Employer, in its sole
discretion, may contribute an amount which it designates as a qualified
nonelective contribution.
Discretionary contribution. The additional amount the Employer may from time to
time deem advisable.
[_] (c) Special rules for Code (S)401(k) Arrangement.
The following rules and restrictions apply to an Employee's salary
reduction agreement: (Make a selection under (1), (2), (3) and (4))
(1) Limitation on amount. The Employee's salary reduction
contributions: (Choose at least one)
[x] (i) May not exceed 20% of Compensation for the Plan Year,
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subject to the annual additions limitation described
in Part 2 of Article III the Plan.
[_] (ii) No maximum limitation other than the annual additions
limitation.
(2) An Employee may revoke, on a prospective basis, a salary
reduction agreement: (Choose one)
[_] (i) Once during any Plan Year but not later than_______ of
the Plan Year.
[_] (ii) As of any an Entry Date.
[_] (iii) As of the first day of any month.
[x] (iv) Other (specify, but must be at least once per Plan
Year) _________.
First day of any payroll period
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(3) An Employee who revokes his salary reduction agreement may file a
new salary reduction agreement with an effective date: (Choose
one)
[_] (i) No earlier an the first day of the next Plan Year
[_] (ii) As of any Subsequent Plan Entry Date.
[_] (iii) As of the of first day of any month subsequent to the
month in which he revoked an Agreement.
[x] (iv) Other (specify, but must be at least once per Plan Year
following the Plan Year of revocation) _______________
First day of each quarter
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(4) A Participant may increase or may decrease, on a prospective
basis, his salary reduction percentage or dollar amount:
[_] (i) As of the beginning of each payroll period.
[_] (ii) As of the first day of each month.
[_] (iii) As of any Plan Entry Date
[x] (iv) Other (specify, but must permit an increase or a
decrease at least once per Plan Year)__________________
First day of each quarter
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________________________________________________________________________________
3.04 CONTRIBUTION ALLOCATION
The Advisory Committee will allocate deferral contributions, matching
contributions and qualified nonelective contributions in accordance with
Section 14.06 of the Plan and the elections under this Adoption Agreement
Section 3.04.
Allocation Account for Matching Contributions. The Advisory Committee will
allocate matching contributions to a Participant's (Choose one)
[_] (i) Deferral Contribution Account.
[x] (ii) Employer Contribution Account.
Special Allocation Dates for Deferral Contributions/Matching Contributions.
The Advisory Committee will allocate salary reduction contributions and
matching contributions for each Plan Year as of the Accounting Date and as
of any date specified below:
(1) Salary Reduction Contribution: As soon as administratively
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(2) Matching Contributions: possible following receipt
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(3) Discretionary: by Trustee
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As of an allocation date, the Advisory Committee will credit all salary
reduction contributions relating to an Employee's salary reduction election
for the relevant allocation period. For matching contributions allocable on
the basis of salary reduction contributions or Participant no deductible
contributions, the Advisory Committee will apply the allocation formula in
Section 14.06 with reference to eligible contributions credited for the
allocation period.
Method of Allocation - Discretionary Contribution. Subject to any
restoration allocation required under Section 5.04, the Advisory Committee
will allocate and credit each annual Employer discretionary contribution
(and Participant forfeitures, if any) to the Employer Contribution Account
of each Participant who satisfies the conditions of Section 3.06, in
accordance with the method selected under Option (b). If the Employer also
selects Option (a), the Advisory Committee first will complete the
allocation described in Option (a) and then will apply the allocation
method selected under Option (b), only if Employer discretionary
contributions (and Participant forfeitures) remain unallocated after the
application of Option (a).
[_] (a) Top Heavy Minimum Allocation. Under this Option (a), the Advisory
Committee will allocate the annual Employer discretionary
contributions (and Participant forfeitures) in the same ratio
that each Participant's Compensation for the Plan Year bears to
the total Compensation of all Participants for the Plan Year, but
not exceeding 3% of each Participant's Compensation.
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Solely for purposes of applying this Option (a), "Participant"
means, in addition to any Participant who satisfies the
requirements of Section 3.06 for the Plan Year, any other
Participant who is entitled to a top heavy minimum allocation
under Section 3.04(A) of the Plan In addition, "Compensation"
does not include any exclusions elected by the Employer under
Adoption Agreement Section 1.12. For a Participant who became a
Participant or resumed participation in the Plan during the Plan
Year, Compensation under this Option (a) means Compensation for
the entire Plan Year.
[x] (b) Nonintegrated Allocation Formula. The Advisory Committee will
allocate the annual Employer discretionary contributions (and
Participant forfeitures) in the same amount for each Participant
for the Plan Year.
Top Heavy Minimum Allocation - Method or Compliance. The Plan will satisfy
the top heavy minimum allocation requirement of Section 3.04(A): (Choose
one)
[x] (c) By having the Employer make any necessary additional contribution
to the Participant's Account, as described in Section 3.04(A)(3)
of the Plan.
[_] (d) By guaranteeing the top heavy minimum allocation under the
following plan(s) maintained by the Employer,
________________________. This Plan does not provide the top
heavy minimum allocation, except the Employer will make any
necessary additional contribution to satisfy the top heavy
minimum allocation for Non-Key Employees covered only under this
Plan and not under the other plan(s) maintained by the Employer.
If the Employer maintains another plan, the Employer may provide in an
addendum to this Adoption Agreement, numbered Section 3.04, any
modifications to the Plan necessary to satisfy the top heavy requirements
under Code (S)416.
Related employers. If two or more related employers (as defined in Section
1.30) contribute to this Plan, the Advisory Committee must allocate all
Employer contributions and forfeitures to each Participant in the Plan, in
accordance with the elections in this Adoption Agreement Section 3.04:
Not applicable
[_] (e) Without regard to which Contributing related group member employs
the Participant.
[_] (f) Only to the Participants directly employed by the contributing
Employer. If a Participant receives Compensation from more than
one contributing Employer, the Advisory Committee will determine
the allocations under this Adoption Agreement Section 3.04 by
prorating the Participant's Compensation and, if applicable, the
taxable wage base applicable to the Participant, among the
participating Employers.
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3.05 FORFEITURE ALLOCATION
Subject to any restoration allocation required under Sections 5.04 or 9.14,
the Advisory Committee will allocate a Participant forfeiture in accordance
with Section 3.04: (Choose one)
[x] (a) As an Employer discretionary contribution for the Plan Year in
which the forfeiture occurs, as if the Participant forfeiture
were an additional discretionary contribution for that Plan Year.
[_] (b) To reduce the Employer contribution (other than deferral
Contributions) for the Plan Year in which the forfeiture occurs.
[Note: If the employer's Adoption Agreement provides for
integration/permitted disparity, forfeitures must b e allocated in accordance
with the method of allocation selected by the Employer in Section 3.04.]
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Allocation of forfeited excess aggregate contributions. In lieu of the
preceding paragraph the Advisory Committee will allocate any forfeited
excess aggregate contributions (as described in Section 14.09):
[x] (c) To reduce Employer matching contributions for the Plan Year
following the Plan Year for which the Employer made the matching
contributions.
[_] (d) As Employer discretionary matching contributions for the Plan
Year following the Plan Year for which the Employer made the
matching contribution, except the Advisory Committee will not
allocate these forfeitures to the Highly Compensated Employees
who incurred the forfeitures.
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3.06 ACCRUAL OF BENEFIT.
Compensation taken into account For the Plan Year in which the Employee
first becomes a Participant, the Advisory Committee will determine the
allocation under Option (b), of Adoption, Agreement Section 3.04 by taking
into account: (Choose one)
[_] (a) The Employee's Compensation for the entire Plan Year.
[x] (b) The Employee's Compensation for the portion of the Plan Year in
which the Employee actually is a Participant in the Plan.
This election regarding Compensation also applies to the allocation of the
designated qualified nonelective contribution.
Hours of Service requirement. The minimum number of Hours of Service a
Participant must complete during a Plan Year in order to receive an
allocation of the matching contributions, designated qualified nonelective
contribution, discretionary contributions and Participant forfeitures, if
any, or the Plan Year is:
[x] (c) One Hour of Service.
[_] (d) 1,000 Hours of Services.
[_] (e) Other (specify, but the number may not exceed 1,000) ____________
________________________________________________________________.
[x] (f) No Hour of Service requirement if the Participant terminates
employment during the Plan Year on account of;
[x] (1) Death.
[x] (2) Disability.
[x] (3) Early Retirement if applicable). Or attainment of
Normal Retirement Age in the current Plan Year or in a
prior Plan Year
[Note: The Employer may use Option (e) to designate a different Hours of
Service condition for a particular type of Employer contribution.]
Employment Requirement. A Participant who, during a particular Plan Year,
completes the Hour of Service condition selected under this Adoption
Agreement Section 3.06: (Choose at least one)
[x] (g) Will share in the allocation of Employer contributions and
Participant forfeitures, if any, for that Plan Year without
regard to whether he is employed by the Employer on the
Accounting Date of that Plan Year, except for the allocation of:
[_] (1) No exceptions.
[_] (2) Matching contributions (including forfeitures applied
to reduce Employer matching contributions).
[x] (3) Discretionary contributions and Participant forfeitures
(other than forfeitures applied to reduce Employer
matching contributions).
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[x] (h) Will not share in the allocation for that Plan Year of the
contributions (and forfeitures) to which Option (g) does not
apply, as elected by the Employer, if he terminates employment
with the Employer prior to the Accounting Date of that Plan Year
for any reason other than:
[_] (1) No exceptions
[x] (2) Death.
[x] (3) Disability.
[x] (4) Early Retirement (if applicable), or attainment of
Normal Retirement Age in the current Plan Year or in a
prior Plan Year,
Additional accrual requirements for matching contributions. If the Employer
elects in Adoption Agreement Section 3.04 to allocate matching
contributions on two or more allocation dates for a Plan Year, the Advisory
Committee will apply the Hours of Service requirement in this Adoption
Agreement Section 3.06 to each allocation period by dividing the required
Hours of Service on a prorata basis to the allocation periods included in
that Plan Year. Furthermore, a Participant who satisfies the conditions
described in this Adoption Agreement Section 3.06 will receive an
allocation of matching contributions (and forfeitures applied to reduce
matching contributions) only if the Participant satisfies the following
additional condition(s):
[x] (i) No additional conditions
[_] (j) The Participant does not revoke his salary reduction agreement
effective during the Plan Year.
[_] (k) The Participant is not a Highly Compensated Employee for the Plan
Year. This Option (k) applies to; (Choose one or both options)
[_] (1) Fixed Matching contributions.
[_] (2) Discretionary matching contributions.
[_] (1) (Specify)________________________________________________________
_________________________________________________________________
_________________________________________________________________
Recharacterization. Participant nondeductible contributions are allowed
only to the extent they are recharacterized pursuant to Section 14.04 of
the Plan.
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3.15 MORE THAN ONE PLAN LIMITATION.
If the provisions of Section 3.15 apply, the Excess Amount attributed to
this Plan equals: (Choose one)
[x] (a) The total Excess Amount.
[_] (b) None of the Excess Amount.
[_] (c) The product of:
[_] (i) the total Excess Amount allocated as of such date
(including any amount which the Advisory Committee
would have allocated but for the limitations of Code
(SS)415), times
[_] (ii) the ratio of (1) the amount allocated to the
Participant as of such date under this Plan divided by
(2) the total amount allocated as of such date under
all qualified defined contribution plans (determined
without regard to the limitations of code (S)415).
[Note: Section 3.17 applies only to Participants who, in addition to this
plan, participate in one or more qualified plans which are qualified
defined contribution plans other than a Master Or Prototype plan maintained
by the Employer during the Limitation Year.]
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3.17 SPECIAL ALLOCATION LIMITATION WHERE EMPLOYER HAS ANOTHER PLAN.
The amount of Annual Additions which the Advisory Committee may allocate
under this Plan on behalf of any Participant are limited in accordance with
the provisions of Section 3.11 through 3.16 of the Plan, as though the
other plan were a Mater or Prototype plan, unless the Employer completes
this section by setting forth other limitations in an addendum to the
Adoption Agreement, numbered Section 3.17.
Completion of this Section 3.17 is optional. However, if Section 3.17 of
the Plan applies to an Employer, the Employer's failure to complete this
section may adversely affect the qualification of the Plan the Employer
maintains.
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3.18 DEFINED BENEFIT PLAN LIMITATION.
Application of limitation. The limitation under Section 3.18 of the Plan:
(Choose (a) or (b))
[x] (a) Does not apply to the Employer's Plan because the Employer does
not maintain and never has maintained a defined benefit plan
covering any Participant in this Plan.
[_] (b) Applies to the Employer's Plan. To the extent necessary to
satisfy the limitation under Section 3.18, the Employer will
reduce:
[_] (1) The Participant's projected annual benefit under the
defined benefit plan under which the Participant
participates.
[_] (2) Its contribution or allocation on behalf of the
Participant to the defined contribution plan under
which the Participant participates and then, if
necessary, the Participant's projected annual benefit
under the defined benefit plan under which the
Participant participates.
[Notes: If the Employer selects (a), the remaining options in this Section
3.18 do not apply to the Employer's Plan.
Coordination with top heavy minimum allocation. The Advisory Committee will
apply the top heavy minimum allocation provisions of Section 3.04(A) of the
Plan by making the following modifications:
[_] (c) For Non-Key Employees participating only in this Plan, the top
heavy minimum allocation is the minimum allocation described in
Section 3.04(A) of the Plan: (Choose one)
[_] (1) Without modification.
[_] (2) By substituting 4%" for 3% except: (Choose one)
[_] (i) No exceptions.
[_] (ii) Plan Years in which the top heavy ratio
exceeds 90%.
[_] (d) For Non-Key Employees also participating in the defined benefit
plan, the top heavy minimum is: (Choose one)
[_] (1) As described in Section 3.04(A) of the Plan, without
modification.
[_] (2) 5% of Compensation (as determined under Section 3.04(A)
or the Plan) irrespective of the contribution rate of
any Key Employee, except: (Choose one)
[_] (i) No exceptions.
[_] (ii) Substituting "7 1/2%" for "5%" if the top
heavy ratio does not exceed 90%.
[_] (3) No top heavy minimum allocation. [Note: The Employer may not
select this Option (3) unless the defined benefit plan
satisfies the top heavy minimum benefit requirements of Code
416 for these Non-Key Employees.]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Actuarial Assumptions for Top Heavy Calculation. To determine the top
heavy ratio, the Advisory Committee will use the following interest rate
and mortality assumptions to value accrued benefits under a defined
benefit plan:_____________________________________________________________
If the elections under this Section 3.18 are not appropriate to satisfy
the limitations of Section 3.18, or the top heavy requirements under Code
416, the Employer must provide the appropriate provisions in an addendum
to this Adoption Agreement.
--------------------------------------------------------------------------------
3.19 DEFINITIONS ARTICLE III
For purposes of Section 3.19(b), Compensation will mean all of each
participant's:
[x] (a) Section 3121(a) wages
[_] (b) Section 3401(a) wages
[_] (c) 415 safe-harbor compensation
--------------------------------------------------------------------------------
ARTICLE IV. PARTICIPANT CONTRIBUTIONS
--------------------------------------------------------------------------------
4.01 Participant Nondeductible Contributions.
The Plan:
[_] (a) Does not permit Participant nondeductible contributions.
[_] (b) Does permit Participant nondeductible contributions, pursuant to
Section 14.04 of the Plan.
[_] (i) Contributions shall be received once each Plan Year.
[_] (ii) Contributions shall be received periodically during each
Plan Year as determined by the Advisory Committee.
Allocation dates. The Advisory Committee will allocate nondeductible
contributions for each Plan Year as of the Accounting Date.
As of an allocation date the Advisory Committee will credit all
nondeductible contributions made for the relevant allocation period. A
nondeductible contribution relates to an allocation period only if
actually made to the Trust no later than 30 days after that allocation
period ends.
--------------------------------------------------------------------------------
ARTICLE V. TERMINATION OF SERVICE - PARTICIPANT VESTING
--------------------------------------------------------------------------------
5.01 NORMAL RETIREMENT.
Normal Retirement Age under the Plan is: (Choose one)
[x] (a) 59-1/2 [State age, but may not exceed age 65.]
[_] (b) The later of the date the Participant attains
_______________________________(__) years of age or
the__________________________________(__) anniversary of the
first day of the Plan Year in which the Participant commenced
participation in the Plan. (The age selected may not exceed age
65 and the anniversary selected may not exceed the 5th)
Early Retirement. Means, prior to a Participant's Normal Retirement (check
and complete one):
[x] (c) the first day of the month coinciding with or next following the
data on which a Participant attains age 55
---------------------
and after completion of at least -0-years (not to
---------------------
exceed 5) of employment with Employer.
[_] (d) no Early Retirement provision provided.
--------------------------------------------------------------------------------
13
--------------------------------------------------------------------------------
5.03 VESTING SCHEDULE.
Deferral Contributions Account/Mandatory Contributions Account. A
Participant has a 100% Nonforfeitable interest at all times in his
Deferral Contribution Account and in his Mandatory Contributions Account.
Employer Contribution Account, With respect to a Participant's Employer
Contribution Account, the Employer elects the following vesting schedule:
(Choose one)
[_] (a) Immediate vesting 100% Nonforfeitable at all times. [Note: The
Employer must elect Option (a) if the eligibility conditions under
Adoption Agreement Section 2.01(b) require 2 years of service or
more than 12 months of employment.]
[x] (b) Graduated Vesting Schedules.
Top Heavy Schedule Non-Top Heavy Schedule
(Mandatory) (Optional)
Years of Nonforfeitable Years of Nonforfeitable
Service Percentage Service Percentage
-------------- ------------------ -------------- -----------------
Less than 1... ___________ Less than 1... ___________
1............. 20% 1............. ___________
-----------
2............. 40 2............. ___________
-----------
3............. 60 3............. ___________
-----------
4............. 80 4............. ___________
-----------
5............. 100 5............. ___________
-----------
6 or more..... 100% 6............. ___________
7 or more..... 100%
[Note: Under Option (b),the Employer must complete a Top Heavy Schedule.
The Top Heavy Schedule must satisfy either the "6-year graded" vesting
standard or the "3-year cliff" vesting standard. If the Employer elects to
follow the "6-year graded" standard, If percentages must equal at least
20% for year 2, 40% for year 3, 60% for year 4 and 80% for year 5, with 0%
or any percentage not exceeding the percentage for year 2 permissible in
the first two blanks. If the Employer elects to follow the "3-year cliff"
standard, the percentages must equal at least 100% for years 3,4 and 5,
with 0% or any greater percentage permissible in the first three blanks.
The Employer, at its option, may complete a Non Top Heavy Schedule. The
Non Top Heavy Schedule must satisfy either the "7-year graded" vesting
standard or the "5-year cliff" vesting standard. If the Employer elects to
follow the "7-year graded" standard, the percentages must equal at least
20% for year 3, 40% for year 4, 60% for year 5 and 80% for year 6, with 0%
or any percentage not exceeding the percentage for year 3 permissible in
the first three blanks. If the Employer elects to follow the "5-year
cliff" standard, the percentages must equal 100% for years 5 and 6, with
0% or any greater percentage permissible in the first five blanks. Also
see Section 7.05 of the Plan.]
Application of Vesting Schedule. The Advisory Committee will apply:
(Choose one)
[x] (c) The selection under Option (a) or under Option (b) in all Plan
Years. [Note: this election is not available if the Employer
selected a Non Top Heavy Schedule under Option (b).]
[_] (d) The Top Heavy Schedule under Option (b):(Choose one)
[_] (1) Only in a Plan Year for which the Plan is top heavy.
[_] (2) In the Plan Year for which the Plan first is top heavy and
then in all subsequent Plan Years.
Life Insurance Investments. The Participant's Accrued Benefit attributable
to insurance contracts purchased on his behalf under Article XI is subject
to the vesting election under Options (a) or (b).
--------------------------------------------------------------------------------
14
--------------------------------------------------------------------------------
5.04 CASH-OUT DISTRIBUTIONS TO PARTIALLY-VESTED PARTICIPANTS/RESTORATION OF
FORFEITED ACCRUED BENEFIT.
The deemed cash-out rule described In Section 5.04(C) of the Plan: (Choose
one)
[_] (a) Does not apply.
[x] (b) Will apply to determine the timing of forfeitures for 0% vested
Participants.
A Participant is not a 0% vested Participant if he has a Deferral
Contributions Account.
--------------------------------------------------------------------------------
5.08 INCLUDED YEARS OF SERVICE - VESTING.
The Employer specifically excludes the following Years of Service: (Choose
at least one)
[x] (a) None other than as specified in Section 5.08 (a) of the Plan.
[_] (b) Any Year of Services before the Participant attained the age
of_____________, (__). [Note: The age selected may not exceed age
18.]
[_] (c) Any Year of Service during the period the Employer did not
maintain this Plan or a predecessor plan.
--------------------------------------------------------------------------------
ARTICLE VI. TIME AND METHOD OF PAYMENTS OF BENEFITS
--------------------------------------------------------------------------------
Code S411(d)(6) Protected Benefits. The election under this Article VI may
not eliminate Code S411(d)(6) protected benefits. To the extent the
elections would eliminate a Code S411(d)(6) protected benefit, see Section
13.02 Of the Plan. Furthermore, if the elections liberalize the optional
forms of benefit under the Plan, the more liberal options apply on the
later of the adoption date or the effective Date of this Adoption
Agreement.
--------------------------------------------------------------------------------
6.01 TIME OF PAYMENT OF ACCRUED BENEFIT.
Nonforfeitable Accrued Benefit Not Exceeding $3,500. Subject to the
limitation of Section 6.01(A)(1), the distribution date for distribution
of a Nonforfeitable Accrued Benefit not exceeding $3,500 is: (Choose one)
[_] (a) The first distribution date is the_________ Plan Year beginning
after the Participant's Separation from Service.
[x] (b) The first distribution date following the Participant's Separation
from Service
Nonforfeitable Accrued Benefit Exceeds $3,500. See the elections under
Section 6.03.
Disability. The distribution date, subject to the limitations of Section
6.01(A)(3), is determined in accordance with Paragraphs (1) and (2) under
Section 6.O1(A) of the Plan.
Hardship. (Choose one)
[x] (c) The Plan does not permit a hardship distribution to a Participant
who has separated from Service.
[_] (d) The Plan permits a hardship distribution to a Participant who has
separated from Service in accordance with the hardship
distribution policy stated in Section 6.01(A)(4) of the Plan.
--------------------------------------------------------------------------------
6.02 METHOD OF PAYMENT OF ACCRUED BENEFIT. THE ADVISORY COMMITTEE WILL APPLY
SECTION 6.02 OF THE PLAN WITH NO MODIFICATIONS.
--------------------------------------------------------------------------------
15
--------------------------------------------------------------------------------
6.03 BENEFIT PAYMENT ELECTIONS.
Participant Elections After Termination of Employment. A Participant who
is eligible to make distribution elections under Section 6.03 of the Plan
may elect to commence distribution of his Nonforfeitable Accrued Benefit:
(Choose at least one)
[_] (a) As of any distribution date, but not earlier than the first
distribution date of the _______________ Plan Year following the
Participant's Separation from Service.
[_] (b) As of any distribution date after the close of the Plan Year in
which the Participant attains Normal Retirement Age. A Participant
who has a Separation from Service also may elect to commence
distribution as of the following date(s): (Choose at least one)
[_] (1) No other election options.
[x] (2) Any distribution date following his Separation from
Service with the Employer.
[_] (3) Any distribution date in the _________ Plan Year(s)
following his Separation from Service.
[_] (4) Any distribution date in the Plan Year after the
Participant incurs __________ Break(s) in Service (as
defined in Article V).
[_] (5) Any distribution date following attainment of age
______________________.
[_] (6) (Specify)_________________________________________________
__________________________________________________________
[_] (c) (Specify)_________________________________________________________
__________________________________________________________________
The distribution events described in the election(s) made under Options
(a), (b) or (c) apply equally to the Deferral Contributions Account and to
the Employer Contribution Account, unless otherwise specified in Option
(c).
Participant Elections Prior to Separation from Service - Employer
Contribution Account. Subject to the restrictions of Article VI, the
following distribution options apply to a Participant's Employer
Contribution Account prior to his Separation from Service; (Choose at
least one of (d) through (h))
[_] (d) No distribution options prior to Separation from Service.
[x] (e) Attainment of Specified Age Until he retires, the Participant has
a continuing election to receive all or any portion of his
Employer Contribution Account after he attains:
[_] (1) Normal Retirement Age
[x] (2) 59-1/2 years of age and is 100% vested in his Accrued
----------
Benefit.
[_] (f) After a Participant has participated in the Plan for a period of
not less than 5 years and he is 100% vested in his Accrued Benefit
until he retires, the Participant has a continuing election to
receive all or any portion of his Accrued Benefit.
[_] (g) Hardship. A Participant may elect a hardship distribution prior to
his Separation from Service in accordance with the hardship
distribution policy:
[_] (1) Under Section 6.O1(a)(4) of the Plan.
[_] (2) Under Section 14.11 of the Plan.
[_] (3) Provided in the addendum to this Adoption Agreement,
Numbered Section 6.03.
In no event may a Participant receive a hardship distribution under this
Option (g) before he is 100% vested in his Employer Contribution Account.
--------------------------------------------------------------------------------
16
--------------------------------------------------------------------------------
[_] (h) (Specify)_________________________________________________________
__________________________________________________________________
[Note: The Employer may use an addendum. numbered 6.03, to provide
additional language authorized by Options (b)(6),(c),(g)(3) or (h) of this
Adoption Agreement Section 6.03.]
Participant Elections Prior to Separation from Service - Deferral
Contributions Account. Subject to the restrictions of Article VI. the
following distribution options apply to a Participant's Deferral
Contributions Account prior to his Separation from Service: (Choose at
least one)
[_] (i) No distribution options prior to Separation from Service.
[x] (j) Until he retires, the Participant has a continuing election to
receive all or any portion of his Deferral Contributions Account
after he attains:
[_] (1) The later of Normal Retirement Age or age 59 1/2.
[x] (2) Age 59-1/2 (at least 59 1/2).
--------
[x] (k) Hardship. A Participant may elect a hardship distribution prior to
this Separation from Service in accordance with the hardship
distribution policy under Section 14.11 of the Plan.
Sale of trade or business/subsidiary. If the Employer sells substantially
all of the assets (within the meaning of Code (S)409(d)(2)) used in a
trade or business or sells a subsidiary (within the meaning 0f Code
(S)409(d)(3)), a Participant who continues employment with the acquiring
corporation is eligible for distribution from his Deferral Contributions
Account: (Choose one)
[_] (l) Only as described in this Adoption Agreement Section 6.03 for
distributions prior to Separation from Service.
[x] (m) As if he has a Separation from Service. After March 31,1988, a
distribution authorized solely by reason of this Option (m) must
constitute a lump sum distribution,, determined in a manner
consistent with Code (S)401(k)10) and the applicable Treasury
regulations.
--------------------------------------------------------------------------------
6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS AND SURVIVING SPOUSES.
The annuity distribution requirements of Section 6.04: (Choose one)
[x] (a) Do not apply to any Participant, except a Participant described in
Section 6.04(E) of the Plan (relating to the profit sharing
exception to the joint and survivor requirements).
[_] (b) Apply to all Participants.
--------------------------------------------------------------------------------
ARTICLE VIII. PARTICIPANT ADMINISTRATIVE PROVISIONS
--------------------------------------------------------------------------------
8.02 NO BENEFICIARY DESIGNATION.
If the Employer wishes to override the priority of Section 8.02, it must
attach an addendum to this Adoption Agreement, numbered section 8.02,
which states the priority of Beneficiaries in the absence of a Participant
designation. If the Employer elects Option (a) under Adoption Agreement
Section 6.04, the Employer may not elect an alternative priority under
this Adoption Agreement Section 8.02 unless the Participants surviving
spouse is the first in the order of priority.
--------------------------------------------------------------------------------
17
--------------------------------------------------------------------------------
8.10 PARTICIPANT DIRECTION OF INVESTMENT
[_] (a) A Participant has no right to direct the investment of assets
comprising the Participant's individual Account.
[x] (b) A Participant has the right to direct the Trustee with respect to
the investment or re-investment of assets comprising the
Participant's individual Account pursuant to Sections 4.03, 8.10
and 10.03(A) of the Plan except for the following amounts:
[x] (1) No exceptions
[_] (2) Those amounts attributable to the Participant's Employer
Contribution Account.
--------------------------------------------------------------------------------
ARTICLE IX ADVISORY COMMITTEE - DUTIES WITH RESPECT TO PARTICIPANT'S ACCOUNTS
--------------------------------------------------------------------------------
9.04 LOANS TO PARTICIPANTS.
[X] (a) Loans may be made to any active Participant pursuant to the loan
policy described in Section 9.04 of the Plan.
[_] (b) Loans to Participants shall not be made
--------------------------------------------------------------------------------
9.11 ALLOCATION AND DISTRIBUTION OF NET INCOME GAIN OR LOSS.
Pursuant to Section l4.12. to determine the allocation at net income. gain
or loss:
[x] (a) For salary reduction contributions, the Advisory Committee will:
(Choose one)
[_] (1) Apply Section 9.11 without modification.
[x] (2) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(a).
[x] (b) For matching contributions, the Advisory Committee will: (Choose
one)
[_] (1) Apply Section 9.11 without modification.
[x] (2) Apply the allocation method described in the addendum to
this Adoption Agreement numbered 9.11(b).
[x] (c) For Participant nondeductible contributions, the Advisory
Committee will: (Choose one)
[_] (1) Apply Section 9.11 without modification.
[x] (2) Apply the allocation method described in the addendum to
this Adoption agreement numbered 9.11 (c).
--------------------------------------------------------------------------------
ARTICLE XI. PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY
--------------------------------------------------------------------------------
11.01 INSURANCE BENEFIT.
The Plan is: (Choose one)
[x] (a) Not exempt from the incidental insurance benefit percentage
limitations.
[_] (b) Exempt from the incidental insurance benefit percentage
limitations by restricting the purchase of life insurance only
from Employer contributions accumulated in the Participant's
Account for at least two years.
--------------------------------------------------------------------------------
18
--------------------------------------------------------------------------------
EFFECTIVE DATE ADDENDUM (RESTATED PLANS ONLY)
--------------------------------------------------------------------------------
The Employer must complete this addendum only if the restated Effective Date
specified in Adoption Agreement Section 1.18 is earlier than January 1, 1989,
and a different restated effective date applies to at least one of the
provisions listed in this addendum.
Identification of special effective dates. In lieu of the restated Effective
Date in Adoption Agreement Section 1.18, the following special effective dates
apply: (Choose whichever elections apply)
[_] (a) Compensation definition. The Compensation definition of Section
1.12 (other than the $200,000 limitation) Is effective for Plan
Years beginning after ____________. [Note; May not be effective
later than the first day of the first Plan Year beginning after
the Employer executes this Adoption Agreement to restate the Plan
for the Tax Reform Act of 1986.]
[_] (b) Eligibility conditions. The eligibility conditions specified in
Adoption Agreement Section 2.01 are effective for Plan Years
beginning after_________________. [Note: The date specified may
not be later than December 31, 1988.]
[_] (c) Suspension of Years of Service. The suspension of Years of Service
rule elected under Adoption Agreement Section 2.03 is effective
for Plan Years beginning after ________________. [Note: The date
specified may not be later than December 31, 1988.]
[_] (d) Contribution/allocation formula. The contribution formula elected
under Adoption Agreement Section 3.01 and the method of allocation
elected under Adoption Agreement Section 3.04 is effective for
Plan Years beginning after ________________. [Note: The date
specified may not be later than December 31.1988.]
[_] (e) Elimination of net profits. The requirement for the Employer not
to have net profits to contribute to this Plan is effective for
Plan Years beginning after_______________. [Note: The date
specified may not be earlier than December 31, 1985.]
[_] (f) Vesting Schedule. The vesting schedule elected under Adoption
Agreement Section 5.03 is effective for Plan Years beginning after
December 31.1988.
[_] (g) Allocation of Earnings. The special allocation provisions elected
under Adoption Agreement Section 9.11 are effective for Plan Years
beginning after___________________.
For Plan Years prior to the special Effective Date, the terms of the Plan
prior to it. restatement under this Adoption Agreement will control for
purposes of the designated provisions.
--------------------------------------------------------------------------------
19
--------------------------------------------------------------------------------
EXECUTION PAGE
--------------------------------------------------------------------------------
The Trustee, by executing this Adoption Agreement, accepts its position and
agrees to all of the obligations, responsibilities and duties imposed upon the
Trustee under the Prototype Plan and Trust. The Employer hereby agrees to the
provisions of this Plan and Trust, and in witness of its agreement, the Employer
by its duly authorized officers, has executed this Adoption Agreement, and the
trustee signified its acceptance, on this fifth day of November, 1993.
------- --------- ----
Benthos, Inc.
Attest: [SIGNATURE ILLEGIBLE] By: [SIGNATURE ILLEGIBLE]
------------------------- -------------------------------
Employer
Benthos Inc.
[SIGNATURE ILLEGIBLE]
Accepted:_______________________ ----------------------------------
(Date) "Plan Administrator"
Accepted:_______________________ __________________________________
(Date) "Trustee"
--------------------------------------------------------------------------------
Use of Adoption Agreement. Failure to complete properly the elections in this
Adoption Agreement may result in disqualification of the Employer's Plan. The 3-
digit number assigned to this Adoption Agreement (See page 1) is solely for the
Prototype Plan Sponsors recordkeeping purposes and does not necessarily
correspond to the plan number the Employer assigns to its Plan for ERISA
reporting purposes.
Prototype Plan Sponsor. The Prototype Plan Sponsor identified on the first page
of the basic plan document will notify all adopting employers of any amendment
of this Prototype Plan or of any abandonment or discontinuance by the Prototype
Plan Sponsor of its maintenance of this Prototype Plan. For inquiries regarding
the adoption of the Prototype Plan, the Prototype Plan Sponsor's intended
meaning of any plan provisions or the effect of the opinion letter issued to the
Prototype Plan Sponsor, please contact the Prototype Plan Sponsor at the
following address and telephone number: IDS Financial Services Inc, ▇▇▇ ▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇.
Reliance on Opinion Letter. The adopting employer may not rely on an opinion
letter issued by the National Office of the Internal Revenue Service as evidence
that the plan is qualified under section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to plan qualification the employer must
apply to the appropriate key district office for a determination letter. This
adoption agreement may be used only in conjunction with basic plan document #01.
-----------------------------------------------------------------------------
IDS Financial Services Inc. and Its sales representatives are not
authorized to give advice as to the legal aspects of adoption of the Plan
by you and its effect upon you and your Employees. The Plan is a legal
Instrument and its adoption will result in legal consequences to both the
Employer and his or her Employees, some of which May be beneficial or
adverse to the interest of both parties. You should therefore consult your
own legal counsel and tax adviser before adopting this Plan.
-----------------------------------------------------------------------------
--------------------------------------------------------------------------------
20
RESOLUTION APPOINTING UNION BANK AND TRUST TRUSTEE OF
RETIREMENT PLAN AND UNIVERSAL PENSIONS, INC. AS SUCCESSOR
RECORDKEEPER
Name of Employer Benthos, Inc. (hereinafter referred to as the "Corporation")
------------------
Address ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------------------
City N. Falmouth State MA Zip 02556
------------------------------- ------------ -----------------
Telephone 608) ▇▇▇-▇▇▇▇ Fax( 508) ▇▇▇-▇▇▇▇
------------------------ -----------------------
At a [xx] regular [_] special meeting of the board of directors of the
Corporation duly held on 23 of February 19 96 in accordance with the Bylaws of
------- ----
the Corporation, the following resolution was made, seconded and passed:
WHEREAS, the Corporation currently maintains a retirement plan for the
exclusive benefit of its employees and their beneficiaries of
Benthos 40l(k) Retirement Plan
------------------------------
(name of the Plan)
WHEREAS, American Express Trust Company (formerly known as IDS Trust
Company) currently serves as trustee of the Plan; and
WHEREAS, American Express Trust Company currently provides certain
administrative and recordkeeping services to the Plan pursuant to an
agreement with the Corporation; and
WHEREAS, American Express Trust Company will no longer serve as trustee of
the Plan; and
WHEREAS, the rights and responsibilities to provide administrative and
recordkeeping services to the Corporation is transferring from American
Express Trust Company to Universal Pensions, Inc.
NOW THEREFORE BE IT RESOLVED:
1. That the Corporation hereby removes American Express Trust Company as
trustee of the Plan and appoints Union Bank: and Trust of Minneapolis,
Minnesota as sole nondiscretionary trustee of the Plan effective at such
time as administratively feasible,
2. That the Corporation understands that American Express Trust Company will
transfer its rights and responsibilities under its agreement to provide
administrative and recordkeeping services for the Plan to Universal
Pensions, Inc. and that Universal Pensions, Inc. will provide services
which are substantially similar to those provided by American Express Trust
Company.
3. That the Corporation understands that it will be necessary to have a black
out period with respect to the Plan of up to 14 days during which time Plan
participants will not be able to access current information about their
Plan accounts or make investment changes, and the Corporation hereby
consents to the imposition of such black out period.
4. That the officers of the Corporation be empowered to take whatever steps
are necessary to effect the changes described above.
CERTIFICATION
I, the undersigned Secretary of the Corporation, do hereby certify that the
foregoing is a true, exact and correct copy of a resolution adopted at a
lawfully, held meeting of the Corporation's Board of Directors on the 23rd day
of February 1996
-------------
(Signed) [SIGNATURE ILLEGIBLE]
-----------------------
clerk
ACCEPTANCE OF TRUSTEE
UNION BANK AND TRUST, MINNEAPOLIS, MINNESOTA HEREBY ACCEPTS ITS APPOINTMENT AS
TRUSTEE OF THE BENTHOS, INC. 401(K) RETIREMENT PLAN. WE FURTHER AGREE TO
FAITHFULLY DISCHARGE THE DUTIES AS TRUSTEE UNTIL SUCH TIME AS A SUCCESSOR HAS
BEEN DULY APPOINTED AND QUALIFIED. IT IS UNDERSTOOD AND AGREED THAT UNION BANK
AND TRUST WILL BE HELD HARMLESS FOR ACTIONS OF ALL PREVIOUS TRUSTEES AND ALL
PREVIOUS TRUSTEES WILL BE HELD HARMLESS FOR ACTIONS OF UNION BANK AND TRUST.
THIS ACCEPTANCE SHALL BE EFFECTIVE AS OF MAY 9, 1996.
UNION BANK AND TRUST
[SIGNATURE ILLEGIBLE]
-------------------------
AUTHORIZED SIGNATURE
EMPLOYEE BENEFITS OFFICER
--------------------------
TITLE
MAY 9.1996 DATE
------------------------
DATE