THE INSTITUTIONAL PROTOTYPE PLAN
A Fidelity Prototype Plan
STANDARDIZED ADOPTION AGREEMENT
Basic Plan No. 08
THE INSTITUTIONAL PROTOTYPE PLAN
STANDARDIZED ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the Millbrook Press 401(k) Plan (the "Plan").
(b) Type of Plan (check one):
(X) 401(k) and profit sharing
( ) 401(k) only (not if Section 1.04(c) elected below)
(Note: Employer contributions under Section 1.04(c) will be required
for a top-heavy plan)
( ) discretionary employer contribution/profit sharing only (Section
1.04(c)(2) elected below and Section 1.04(a) not elected) fixed
employer contribution/profit sharing only (Section 1.04(c)(1) elected
below and Section 1.04(a) not elected)
(Note: Employers that are governmental units or tax-exempt
organizations (other than rural cooperatives) are not permitted to
maintain a 401(k) arrangement.
(c) Name of Plan Administrator, if not the Employer:
Address:
Phone Number:
The Plan Administrator is the agent for service of legal process for
the Plan.
(d) Name of Trustees: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Address: Millbrook Press
▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇
(e) Limitation Year (check one):
( ) Calendar Year
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(X) Plan Year
( ) Other:
(f) Plan Number: 001
(g) Plan Year End: December 31
(h) Plan Status (check one):
(1) ( ) Effective Date of new Plan:
(2) (X) Effective Date of amendment of Adoption Agreement or
conversion from another plan document: April 1, 1996
Original Effective Date of Plan: January 1, 1992
The substantive provisions of the Plan shall apply prior to the
Effective Date to the extent required by the Tax Reform Act of 1986 or
other applicable law.
1.02 EMPLOYER
(a) The Employer is: Millbrook Press Inc.
Address: ▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact Name: ▇▇▇▇▇ ▇▇▇▇▇
Phone Number: (▇▇▇) ▇▇▇-▇▇▇▇
(1) Employer Identification Number: ▇▇-▇▇▇▇▇▇▇
(2) Business form of Employer:
(X) Corporation ( ) Governmental
( ) Sole proprietor or partnership ( ) Tax-exempt organization
( ) Subchapter S Corporation
(3) Employer's Fiscal Year End: July 31st
(4) Date business commenced: November 1989
(b) The term "Employer" includes all Related Employers (as defined in Section
2.01(a)(26)), which may be listed below for purposes of reference:
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1.03 COVERAGE
(a) All Employees who meet the conditions specified below will be eligible to
participate in the Plan:
(1) Service Requirement (check one):
(i) (X) no service requirement
(ii) ( ) ____ months (not less than I or more than 11) of
service (no minimum number Hours of Service required)
(iii) ( ) one year of service
(2) Age requirement (check one):
(i) ( ) no age requirement
(ii) (X) must have attained age 21 (not to exceed 21)
(3) The class of Employees eligible to participate in the Plan
(check one):
(i) (X) includes all Employees of the Employer.
(ii) ( ) includes all Employees of the Employer, except for
(check each item that applies):
(A) ( ) Employees covered by a collective bargaining agreement
between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining
and if two percent or less of the employees of the Employer
who are covered pursuant to that agreement are professionals
as defined in Section 1.410(b)-9(g) of the proposed
regulations. For this purpose, the term "employee
representatives" does not include any organization more than
half of whose members are employees who are owners, officers
or executives of the Employer.
(B) ( ) Employees who are nonresident aliens (within the
meaning of Code section 7701(b)(1)(B)) and who receive no
earned income (within the meaning of section 911(d)(2)) from
the employer which constitutes income
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from sources within the United States (within the meaning of
section 861(a)(3)).
(b)(1) All Employees who are in the service of the Employer on the
Effective Date may become Participants (check one):
(i) ( ) on the Effective Date.
(ii) (X) on the first Entry Date or, if earlier, the Effective Date
on which the Employee satisfies the eligibility requirements
set forth in Section 1.03(a).
(2) The Entry Date(s) in each year shall be (check one):
(i) ( ) the first day of each Plan Year (not if more than six
months of service or more than age 20 1/2 is selected in
(a)(1) or (a)(2) above, respectively, for eligibility to
participate).
(ii) (X) the first day of each Plan Year and the date six months
later.
(iii) ( ) the first day of each Plan Year and the first day of the
fourth, seventh, and tenth months.
(iv) ( ) the first day of each month of the Plan Year. (Note: the
Plan Year must begin on the first day of a month for this
option to be used.)
1.04 CONTRIBUTIONS
(a) (X) Deferral Contributions:
(1) (X) Ongoing Contributions:
If checked above, the Employer shall make a Deferral
Contribution in accordance with Section 4.01 on behalf of each
Participant who has an executed salary reduction agreement in
effect with the Employer for the payroll period in question,
not to exceed 15% (no more than 15%) of Compensation for that
period.
(2) ( ) Catch-Up Contributions (optional, if 1.04(a) checked
above):
If (a) is checked above, the Employer may allow Participants
upon proper notice and approval to enter unto a special salary
reduction agreement to make Deferral Contributions in an
amount up to 100% of their Compensation for one or more
payroll periods in the final month of the Plan Year (but see
note below).
(3) ( ) Annual Bonus Contributions (optional, if 1.04(a) checked
above):
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If (a) is checked above, the Employer may allow Participants
upon proper notice and approval to enter into a special salary
reduction agreement to make Deferral Contributions in an
amount up to 100% of their annual bonus. If the Employer pays
bonuses more frequently than annually then the Employer may
designate the last bonus paid in the Plan Year as the annual
bonus for purposes of this Section.
Note: For purposes of (2) and (3) above, such contributions may not
cause a Participant's Deferral Contributions for the Plan Year to
exceed his Compensation in Section 1.04(e) times the Plan's maximum
allowable deferral percentage or the maximum dollar amount permitted
under Section 402(g) of the Code. The Employer has the right to refuse
to allow a Participant to make contributions described in (2) or (3) if
they would adversely affect the Plan's ability to pass the Actual
Deferral Percentage and/or the Actual Contribution Percentage test.
(b) (X) Matching Contributions (optional if 1.04(a) checked above):
If checked above, the Employer shall make a Matching Contribution on
behalf of each Participant in accordance with Section 4.03, in an
amount equal to (check one of (1) through (4)):
(1) ( ) 50% of each Participant's Deferral Contribution
(2) ( ) 100% of each Participant's Deferral Contribution (not if
Deferral Contribution formula exceeds 12 1/2% of compensation)
(3) ( ) ___% of each Participant's Deferral Contribution
(4) (X) the same percentage of each Participant's Deferral
Contribution to be determined by the Employer on an annual
basis
( ) (Optional) If so elected, the Matching Contribution shall be made
only with respect to each Participant's Deferral Contribution not in
excess of ___% of the Participant's Compensation, which is made on
behalf of the Participant for the payroll period in question.
( ) (Optional) If so elected, the Matching Contribution for each
Participant for each Plan Year shall be limited to $ .
(c) Fixed or Discretionary Employer Contributions (Select either (1) or
(2)):
(1) ( ) Fixed Employer Contributions (Select either (A) or (B) in each
of (i) and (ii)):
(i) Contribution Formula:
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(A)( ) Percentage Contribution:
For each Plan Year, the Employer will contribute for each
eligible Participant an amount equal to ___% (not to exceed
15%) of such Participant's Compensation.
(B) ( ) Flat Dollar Contribution:
For each Plan Year, the Employer will contribute for each
eligible Participant an amount equal to $______.
(ii) Allocation of Contribution Formula:
(A) ( ) Nonintegrated Formula:
Contributions will be allocated to each eligible Participant's
account in the ratio that that Participant's Compensation
bears to the total Compensation paid to all eligible
Participants for the Plan Year.
(B) ( ) Integrated Formula:
Contributions will be allocated to each eligible Participant's
account in accordance with Section 4.06. Note: An Employer who
maintains any other plan that provides for Social Security
integration (permitted disparity) may not elect (I)(ii)(B).
(2) (X) Discretionary Employer Contributions (Select either (i) or
(ii)):
If checked, the Employer may decide each Plan Year whether to
make a Discretionary Employer Contribution on behalf of
eligible Participants in accordance with Section 4.05. Such
contributions may only be funded by the Employer after Plan
Year End and shall be allocated to eligible Participants based
upon the following:
(i) (X) Nonintegrated Formula:
In the ratio that each eligible Participant's Compensation bears to the
total Compensation paid to all eligible Participants for the Plan Year.
(ii) ( ) Integrated Formula:
In accordance with Section 4.06.
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Note: An Employer who maintains any other plan that provides for
Social Security integration (permitted disparity) may not elect (2)(ii).
(3) The Employer Contribution in Section 1.04(c)(1 ) or (2), if any, by
the Employer for the Plan Year, shall be made for each Participant who is either
employed by the Employer on the last day of the Plan Year or earns more than 500
Hours of Service during the Plan Year.
(d) ( ) Qualified Discretionary Contributions (if applicable):
If checked above, the Employer may make Qualified
Discretionary Contributions for Non-highly Compensated
Employees under this Plan, for any Plan Year in which the Plan
would otherwise fail the ADP test. Qualified Discretionary
Contributions shall be allocated (check one):
(1)( ) in the ratio which each Participant's Compensation for the Plan
Year bears to the total Participant Compensation for the year.
(2) ( ) in the ratio to which each Participant's Compensation not in
excess of $_______ for the Plan Year bears to the total Compensation for the
Plan Year of all such Participants not in excess of $_______.
(e) ( ) (Optional) Compensation for First Year of
Participation
For purposes of Section 4, Compensation for a Participant's
first year of participation shall include only Compensation
earned on and after the Entry Date on which the Participant
first becomes eligible to participate in the Plan.
(f) ( ) (Optional) Employee Contributions
If checked above, Participants may make voluntary nondeductible
Employee Contributions pursuant to Section 4.09 of the Plan. This
option may only be elected if the Employer has elected to permit
Deferral Contributions under Section 1.04(a) above. Matching
Contributions by the Employer are not allowed on any voluntary
nondeductible Employee Contributions. Withdrawals are limited to one
per year unless employee contributions were allowed under a previous
plan document which authorized more frequent withdrawals.
1.05 RETIREMENT AGE(S)
(a) The Normal Retirement Age under the Plan is (check one):
(1) (X) age 65
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(2) ( ) age _____ (specify between 55 and 64)
(b) ( ) (Optional) The Early Retirement Age is the first day of the month after
the Participant attains age 55 (specify 55 or greater) and completes ____ years
of service.
(c) (X)(Optional) A Participant is eligible for Disability Retirement if he/she:
(1) ( ) satisfies the requirements for benefits under the Employer's Long-term
Disability Plan.
(2) (X) satisfies the requirements for Social Security disability benefits.
(3) ( ) is determined to be disabled by a physician approved by the Employer.
1.06 VESTING SCHEDULE
(a) In the event of termination of service prior to retirement or death, the
Participant's vested percentage for Matching Contributions and Fixed or
Discretionary Employer Contributions shall be:
(1) (X) Top Heavy Vesting Schedule.
The Employer must select a Top Heavy vesting schedule. The Employer may
elect to have the selected Top Heavy schedule apply at all times or, if
the Plan is not Top Heavy, may also selected a non-Top Heavy schedule
in (2) below. However, if the Plan becomes Top Heavy in any Plan Year,
the Top Heavy schedule will apply for that and all subsequent Plan
Years.
(i) ( ) 100% vested immediately.
(ii) ( ) 100% vested after 3 (not more than 3) complete Years of
Service for Vesting.
(iii) (X) a vested percentage determined in accordance with the
following schedule:
Year of Service for Vesting Percentage
less than 2 0
2 20
3 40
4 60
5 80
6 100
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(iv) ( ) a vested percentage determined in accordance with the
following schedule:
Years of Service for Vesting Percentage Must be At Least
0 0%
1 0%
2 20%
3 40%
4 60%
5 80%
6 100%
(Each year of the schedule entered above must vest Participants at
least as rapidly as each year under (iii) above).
(2) ( ) Non-Top Heavy Vesting Schedule (optional, but only if Plan is
not Top Heavy).
If the Plan is not Top Heavy, the Employer may select a non-Top Heavy
vesting schedule. However, if the Plan becomes Top Heavy in any Plan
Year, the Top Heavy schedule selected in (1) above will apply for that
and all subsequent Plan Years.
(i) ( ) Five year cliff schedule:
Years of Service for Vesting Percentage
0 0
1 0
2 0
3 0
4 0
5 100
(ii) ( ) Three to seven year schedule:
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Years of Service for Vesting Percentage
0 0
1 0
2 0
3 20
4 40
5 60
6 80
7 100
(iii) ( ) A vested percentage determined in accordance with the
following schedule:
Years of Service for Vesting Percentage Must Be At Least
0 0%
1 0%
2 0%
3 20%
4 40%
5 60%
6 80%
7 100%
(b) ( ) (Optional) Years of Service for Vesting shall include service
with the following employer(s):
(l)------------------
(2)------------------
(c) ( ) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to the Effective Date in the case of a new
plan, or prior to the Original Effective Date in the case of an
amendment and restatement.
(d) ( ) (Optional) Years of Service for Vesting shall exclude a
Participant's service prior to attainment of age 18.
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1.07 PARTICIPANT LOANS
Participant Loans:
(a) (X) will be permitted in accordance with Section 7.09, subject to such other
procedures as may be adopted from time to time by the Administrator.
(b) ( ) will not be permitted under the Plan.
1.08 HARDSHIP WITHDRAWALS
Withdrawals for hardship prior to termination of employment:
(a) (X) will be permitted in accordance with Section 7.10, subject to a
$500 (may be $0 but not more than $1,000) minimum amount.
(b) ( ) will not be permitted.
1.09 DISTRIBUTIONS
(a) (X) Subject to Article 8 and (b) below, distributions under the Plan will be
paid as a lump sum in cash.
(b) Check ( ) if the Plan was converted (by plan amendment) from another defined
contribution plan, and check below whether benefits were payable:
(1)( ) under a systematic withdrawal plan (installments)
(2)( ) as a form of single or joint and survivor life annuity
Note: If (b) is checked, there also may be other distribution options
that are "protected benefits" under the Internal Revenue Code. See
Sections 11.02 and 8.01 of the Plan. These optional forms of benefit
would be protected for existing account balances under such plans.
(c)( ) A Participant will be entitled to withdraw all or any portion of
his Matching Contributions Account and/or Employer Contributions
Account upon attainment of age 55 (optional).
(d)( ) A Participant will be entitled to withdraw all or any portion of
his Account upon attainment of age 59 1/2 (optional).
(e)( ) A Participant will be entitled to withdraw all or any portion of
his Employee Contributions Account and/or Rollover Account at any time
(optional).
(f)(X) Forfeitures. Any portion of a Participant's Account that is
forfeited upon termination of employment will be:
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(1) (X) applied to reduce the contributions of the Employer next
payable under the Plan (or administrative expenses of the Plan) (2) ( )
allocated in accordance with Section 4.06 to the Accounts of all other
Participants who are eligible to share in Employer Contributions under
Section 1.04(c)(3)
Note: Under Federal Law, distributions to Participants must generally
begin in a minimum required amount no later than April 1 following the
year in which the Participant attains age 70 1/2. The Plan provides for
automatic distribution of such minimum required amounts only to
in-service Participants.
1.10 TOP HEAVY STATUS
(a) (X)The Plan shall be subject to the Top-Heavy Plan requirements of
Article 9 (check one):
(1) ( ) for each Plan Year.
(2) (X) for each Plan Year, if any, for which the Plan is Top-Heavy as
defined in Section 9.02.
(b) (X) In determining Top-Heavy status, if necessary, for an employer with
at least one defined benefit plan, the following assumptions shall
apply:
(1) ( ) Interest rate: ___% per annum
(2) ( ) Mortality table: _____
(3) (X) Not Applicable
(c) (X) In the event that the Plan is treated as Top-Heavy for a Plan
Year each non-key Employee shall receive an Employer Contribution (as
described in Section 1.04(c)) of at least 3 (3, 4, 5, or 7 1/2)% of
Compensation for the Plan Year in accordance with Section 9.03 (check
one):
(1) ( ) under this Plan in any event.
(2) (X) under this Plan only if the Participant is not entitled to
such contribution under another qualified plan of the
Employer.
Note: Such minimum Employer contribution may be less than the
percentage indicated in (c) above to the extent provided in Section
9.03(a).
1.11 TWO OR MORE PLANS - Code Section 415 limitation on annual
additions
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If the Employer maintains or ever maintained another qualified plan in which any
Participant in this Plan is (or was) a participant or could become a
participant, the Employer must complete this section. The Employer must also
complete this section if it maintains a welfare benefit fund, as defined in
Section 419(e) of the Code, or an individual medical account, as defined in
Section 415(1)(2) of the Code, under which amounts are treated as annual
additions with respect to any Participant in this Plan.
(a)(X) If the Employer maintains, or had maintained, any other defined
contribution plan or plans which are not Master or Prototype Plans, Annual
Additions for any Limitation Year to this Plan will be limited (check one):
(1) (X) in accordance with Section 5.03 of this Plan.
(2) ( ) in accordance with another method set forth on an attached
separate sheet.
(3) ( ) Not Applicable
(b) (X) If the Employer maintains, or had maintained, a defined benefit
plan or plans, the sum of the Defined Contribution Fraction and Defined
Benefit Fraction for a Limitation Year may not exceed the limitation
specified in Code Section 415(e), modified by section 416(h)(1) of the
Code. This combined plan limit will be met as follows:
(1) (X) Annual Additions to this Plan are limited so that the sum of
the Defined Contribution Fraction and the Defined Benefit Fraction does
not exceed 1.0
(2) ( ) another method of limiting Annual Additions or reducing
projected annual benefits is set forth on an attached schedule
(3) ( )Not Applicable
1.12 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(a) The Employer hereby establishes a Trust under the plan in
accordance with the provisions of Article 14, and the Trustee signifies
acceptance of its duties under Article 14 by its signature below. Under
the Plan, Participants' Accounts will be invested in accordance with
Participant directions.
(b) Participants' Accounts may be invested among the Funds (as defined
in Section 2.01(a)(16) designated on the properly executed Exhibit A
attached hereto, which is incorporated herein and made a part hereof by
this reference.
1.13 RELIANCE ON OPINION LETTER
An adopting Employer who has ever maintained or who later adopts any plan
(including a welfare benefit fund, as defined in Code Section 419(e), which
provides post-retirement medical benefits allocated to separate accounts for key
employees, as defined in Code
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Section 419A(d)(3), or an individual medical account, as defined in Code Section
415(1)(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 his or her plan(s) are
qualified, application for a determination letter should be made to the
appropriate Key District Director of the Internal Revenue Service. Failure to
properly fill out the Adoption Agreement may result in disqualification of the
Plan.
An adopting Employer 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 unless the terms of the Plan, as herein adopted or
amended, that pertain to the requirements of Sections 401(a)(4), 401(a)(17),
401(1), 401(a)(5), 410(b), and 414(s) of the Code, as amended by the Tax Reform
Act of 1986 or later laws (a) are made effective retroactively to the first day
of the first plan year beginning after December 31, 1988 (or such other date on
which these requirements first became effective with respect to this Plan); or
(b) are made effective no later than the first day on which the Employer is no
longer entitled, under regulations, to rely on a reasonable, good faith
interpretation of these requirements, and the prior provisions of the Plan
constitute such an interpretation.
This Adoption Agreement may be used only in conjunction with Fidelity Prototype
Plan Basic Plan Document No. 08. The Prototype Sponsor shall inform the adopting
Employer of any amendments made to the Plan or of the discontinuance or
abandonment of the prototype plan document.
1.14 PROTOTYPE INFORMATION:
Name of Prototype Sponsor: Fidelity Management & Research Co.
Address of Prototype Sponsor: ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Questions regarding this prototype document may be directed to the following
telephone number: ▇-(▇▇▇) ▇▇▇-▇▇▇▇.
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IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this --- day of --------------, 1996.
EMPLOYER--------------------
(Print Name)
By--------------------------
(Signature)
----------------------------
(Print Name)
Title-----------------------
(Print Title)
TRUSTEE
(Print Name)----------------
By--------------------------
(Signature)
-----------------------------------------
(Print Name if Different from First Line)
Title------------------------------------ Date:--------------------
(Print Title if Applicable)
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THE INSTITUTIONAL PROTOTYPE PLAN
STANDARDIZED ADOPTION AGREEMENT
EXHIBIT A TO ARTICLE 1
1.12(b) Funds Made Available for Investment (Section 1.12(b))
Participants' Accounts may be invested in the following Funds (as defined in
Section 2.01(a)(16)):
(1) Daily Money Fund: Money Market Portfolio
(2) Fidelity Advisor Intermediate Term Bond Fund
(3) Fidelity Advisor Strategic Income Fund
(4) Fidelity Advisor Equity Income Fund
(5) Fidelity Advisor Growth Opportunities Fund
(6) Fidelity Advisor Overseas Fund
Note: 100% of the funds selected must be Fidelity Funds, except to the extent
that Fidelity or its authorized affiliate specifically agrees in writing to a
lesser percentage.
Note: The method and frequency for change of investments will be determined
under the rules applicable to the selected funds. Participants will be furnished
with information regarding expenses, if any, for changes in investments.
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IN WITNESS WHEREOF, the Employer has caused this Exhibit A to the Adoption
Agreement to be executed this ____ day of ________, 1996.
EMPLOYER--------------------
(Print Name)
By--------------------------
(Signature)
----------------------------
(Print Name)
Title-----------------------
(Print Title)
TRUSTEE
(Print Name)----------------
By--------------------------
(Signature)
-----------------------------------------
(Print Name if Different from First Line)
Title------------------------------------ Date:--------------------
(Print Title if Applicable)
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