1
THE CORPORATEPLAN FOR RETIREMENT"
(PROFIT SHARING/401(K) PLAN)
A FIDELITY PROTOTYPE PLAN
NON-STANDARDIZED ADOPTION AGREEMENT 002
BASIC PLAN NO. 07
2
ADOPTION AGREEMENT
ARTICLE 1
NON-STANDARDIZED PROFIT SHARING PLAN
1.01 PLAN INFORMATION
(a) Name of Plan:
This is the Dragon Systems, Inc. 401-K Plan (the "Plan").
(b) Type of Plan:
(1) [X] 401(k) and Profit Sharing
(2) [ ] Profit Sharing Only
(3) [ ] 401(k) Only
(c) Name of Plan Administrator, if not the Employer:
SAME
---------------------------------------------------------------------
Address:
------------------------------------------------------------
Phone Number:
-------------------------------------------------------
The Plan Administrator is the agent for service of legal process for
the Plan.
(d) Limitation Year (check one):
(1) [X] Calendar Year
(2) [ ] Plan Year
(3) [ ] Other:
(e) Three Digit Plan Number: 001
(f) Plan Year End (month/day): 12/31
(g) Plan Status (check one):
(1) [ ] Effective Date of new Plan:
-------------------------------
3
(2) [ ] Amendment Effective Date: 1/1/95. This is (check one):
(A) [ ] an amendment of The CORPORATEplan for Retirement
Adoption Agreement previously executed by the
Employer; or
(B) [ ] a conversion from another plan document into The
CORPORATEplan for Retirement.
The original effective date of the Plan:
------------------
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 laws.
1.02 EMPLOYER
(a) The Employer is: Dragon Systems, Inc.
Address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact's Name: ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
(1) Employer's Tax Identification Number: ▇▇-▇▇▇▇▇▇▇
(2) Business form of Employer (check one):
(A) Corporation (D) [ ] Governmental
(B) [ ] Sole proprietor or (E) [ ] Tax-exempt
partnership organization
(C) [ ] Subchapter S (F) [ ] Rural Electric
Corporation Cooperative
(3) Employer's fiscal year end: 12/31
(4) Date business commenced: 6/24/82
(b) The term "Employer" includes the following Related Employer(s) (as
defined in Section 2.01(A)(26)):
---------------------------------------------------------------------
2
4
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
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):
(A) [ ] no service requirement
(B) [ ] three consecutive months of service (no minimum number
Hours of Service can be required).
(C) [X] six consecutive months of service (no minimum number
Hours of Service can be required).
(D) [ ] one Year of Service (1,000 Hours of Service is
required during the Eligibility Computation Period).
(2) Age requirement (check one):
(A) [ ] no age requirement
(B) [X] must have attained age 21 (not to exceed 21).
3
5
(3) The class of Employees eligible to participate in the Plan (check
one):
(A) [ ] includes all Employees of the Employer.
(B) [X] includes all Employees of the Employer except for
(check the appropriate box(es)):
(i) [ ] Employees covered by a collective bargaining
agreement
(ii) [ ] Highly Compensated Employees as defined in Code
Section 414(q).
(iii) [ ] Leased Employees as defined in Section
2.01(a)(18).
(iv) [ ] Nonresident aliens who do not receive any earned
income from the Employer which constitutes
United States source income.
(v) [X] Other
See Attachment A
Note: No exclusion in this section may create a
discriminatory class of employees. An Employer's
plan must still pass the Internal Revenue Code
coverage and participation requirements if one
or more of the above groups of Employees have
been excluded from the Plan.
(b) The Entry Date(s) shall be (check one):
(1) [ ] the first day of each Plan Year (not if Section
1.03(a)(1)(D) is elected).
(2) [ ] the first day of each Plan Year and the date six months
later.
(3) [ ] the first day of each Plan Year and the first day of the
fourth, seventh, and tenth months
(4) [X] the first day of each month.
4
6
(c) Date of Initial Participation -- An Employee will become a
Participant unless excluded by Section 1.03(a)(3) above on the Entry
Date immediately following the date the Employee completes the
service and age requirement(s) in Section 1.03(a), if any,
except (check one):
(1) [X] No exceptions.
(2) [ ] Employees employed on the Effective Date in Section
1.01(g) will become Participants on that date.
(3) [ ] Employees who meet the age and service requirement(s) of
Section 1.03(a) on the Effective Date in Section 1.01(g)
will become Participants on that date.
1.04 COMPENSATION
(a) For purposes of determining Contributions under the Plan,
Compensation shall be as defined in Section 2.01(a)(7), but excluding
(check the appropriate box(es)):
(1) [X] Overtime Pay.
(2) [X] Bonuses.
(3) [X] Commissions.
(4) [ ] The value of a qualified or a non-qualified stock option
granted to an Employee by the Employer to the extent such
value is includable in the Employee's taxable income.
Note: These exclusions shall not apply for purposes of the "Top
Heavy" requirements in Section 9.03, or allocating
Discretionary Employer Contributions if an Integrated
Formula is elected in Section 1.05(a)(2)(B).
(5) [ ] No exclusions.
5
7
30
(b) Compensation for the First Year of Participation
Contributions for the Plan Year in which an Employee first becomes a
Participant shall be determined based on the Employee's Compensation
(check one):
(1) [X] For the entire Plan Year.
(2) [ ] For the portion of the Plan Year in which the Employee is
eligible to participate in the Plan.
1.05 CONTRIBUTIONS
(a) Employer Contributions:
(1) [ ] Fixed Formula - Nonintegrated Formula (check (A) or (B)):
(A) [ ] Fixed Percentage Employer 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) [ ] Fixed Flat Dollar Employer Contribution: For each Plan
Year, the Employer will contribute for each eligible
Participant an amount equal to $________________.
(2) [X] Discretionary Formula
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 the Plan Year ends and
shall be allocated to eligible Participants based upon the
following (check (A) or (B)):
(A) [X] Nonintegrated Allocation Formula: In the ratio that
each eligible Participant's Compensation bears to the
total Compensation paid to all eligible Participants for
the Plan Year.
(B) [ ] Integrated Allocation Formula: 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 (2)(B).
6
8
(3) Eligibility Requirement(s)
A Participant shall be entitled to Employer Contributions for a
Plan Year under this Subsection (a) if the Participant satisfies
the following requirement(s) (Check the appropriate box(es) --
Options (B) and (C) may not be elected together):
(A) [ ] is employed by the Employer on the last day of the
Plan Year.
(B) [ ] earns at least 500 Hours of Service during the Plan
Year.
(C) [X] earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] no requirements.
Note: If option (A), (B) or (C) above is selected then
Employer Contributions can only be funded by the
Employer after Plan Year end.
(b) [X] Deferral Contributions
(1) Regular Contributions
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 12% (nor more
than 15%) of Compensation for that period.
(A) A Participant may increase or decrease, on a prospective
basis, his salary reduction agreement percentage (check
one):
(i) [ ] As of the beginning of each payroll period.
(ii) [ ] As of the first day of each month.
(iii) [ ] As of the next Entry Date.
(iv) [ ] (Specify, but must be at least once per Plan Year)
FOUR TIMES PER YEAR; JANUARY 1, APRIL 1, JULY 1
AND OCTOBER 1.
(B) A Participant may revoke, on a prospective basis, a salary
reduction agreement at any time upon proper notice to the
Administrator but in such case may not file a new salary
reduction agreement until (check one):
(i) [ ] The first day of next Plan Year.
(ii) [X] Any subsequent Plan Entry Date.
(iii) [ ] Specify, but must be at least once per Plan Year)
------------------------------------------------------
------------------------------------------------------
7
9
(2) [ ] Catch-Up Contributions
The Employer may allow Participants upon proper notice and approval
to enter into a special salary reduction agreement to make additional
Deferral Contributions in an amount up to 100% of their Compensation
for the payroll period(s) in the final month of the Plan Year.
(3) [ ] Bonus Contributions
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 any Employer paid cash
bonuses made for such Participants during the Plan Year. The
Compensation definition elected by the Employer in Section 1.04(a)
must include bonuses if bonus contributions are permitted.
Note: A Participant's Contributions under (2) and/or (3) may not
cause the Participant to exceed the percentage limit
specified by the Employer in (1) after the Plan Year. The
Employer has the right to restrict a Participant's right to
make Deferral Contributions if they will adversely effect
the Plan's ability to pass the Actual Deferral Percentage
and/or the Actual Contribution Percentage test.
(4) [X] Qualified Discretionary Contributions
The Employer may contribute an amount which it designates as a
Qualified Discretionary Contribution to be included in the Actual
Deferral Percentage or Actual Contribution Percentage test. Qualified
Discretionary Contributions shall be allocated to Non-highly
Compensated Employees (check one):
(A) [X] in the ratio which each such Participant's Compensation
for the Plan Year bears to the total of all such
Participants' Compensation for the Plan Year.
(B) [ ] as a flat dollar amount for each such Participant for the
Plan Year.
8
10
(c) [X] Matching Contributions (only if Section 1.05(b) is checked)
(1) The Employer shall make a Matching Contribution on behalf of each
Participant in an amount equal to the following percentage of a
Participant's Deferral Contributions during
the Plan Year (check one):
(A) [ ] 50%
(B) [X] 100%
(C) [ ] _____%
(D) [ ] (Tiered Match) ____% of the first ____% of the
Participant's Compensation contributed to the Plan,
_____% of the next _____% of the Participant's
Compensation contributed to the Plan,
____% of the next ____% of the Participant's
Compensation contributed to the Plan.
NOTE: THE PERCENTAGES SPECIFIED ABOVE FOR MATCHING
CONTRIBUTIONS MAY NOT INCREASE AS THE PERCENTAGE OF
COMPENSATION CONTRIBUTED INCREASES.
(E) [ ] The percentage declared for the year, if any, by a
Board of Directors' resolution.
(2) [ ] The Employer may at Plan Year end make an additional Matching
Contribution equal to a percentage declared by the Employer,
through a Board of Directors' resolution, of the Deferral
Contributions made by each Participant during the Plan Year
(only if an option is checked under Section 1.05(c)(1)).
(3) [X] Matching Contribution Limits (check the appropriate box(es)):
(A) [X] Deferral Contributions in excess of 5% of the
Participant's Compensation for the period in question shall
not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A) above
and requests the Trustee to account separately for
matched and unmatched Deferral Contributions, the
Matching Contributions allocated to each Participant
must be computed, and the percentage limit applied,
based upon each payroll period.
(B) [ ] Matching Contributions for each Participant for each Plan
Year shall be limited to $_________.
9
11
(4) Eligibility Requirement(s)
A Participant who makes Deferral Contributions during the Plan
Year under Section 1.05(b) shall be entitled to Matching
Contributions for that Plan Year if the Participant satisfies the
following requirement(s) (Check the appropriate box(es). Options
(B) and (C) may not be elected together):
(A) [ ] Is employed by the Employer on the last day of the
Plan Year.
(B) [ ] Earns at least 500 Hours of Service during the Plan
Year.
(C) [X] Earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] Is not a Highly Compensated Employee for the Plan
Year.
(E) [ ] Is not a Partner of the Employer, if the Employer is a
partnership.
(F) [ ] No requirements.
Note: If option (A), (B) or (C) above is selected then
Matching Contributions can only be funded by the
Employer after the Plan Year ends. Any Matching
Contribution funded before Plan Year end shall not be
subject to the eligibility requirements of this Section
1.05(c)(4)). If option (A), (B), or (C) is adopted
during a Plan Year, such option shall not become
effective until the first day of the next Plan Year.
(d) [ ] Employee After-Tax Contributions (check one):
(1) [ ] Future Contributions
Participants may make voluntary non-deductible 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 1.05(b). Matching
Contributions by the Employer are not allowed on any voluntary
non-deductible Employee Contributions. Withdrawals are limited to
one per year unless Employee Contributions were allowed under a
previous plan document which authorized more frequent
withdrawals.
(2) [ ] Frozen Contributions
Participants may not make voluntary non-deductible Employee
Contributions but the Employer does maintain frozen Participant
voluntary non-deductible Employee Contribution accounts.
10
12
1.06 RETIREMENT AGE(S)
(a) The Normal Retirement Age under the Plan is (check one):
(1) [X] age 65.
(2) [ ] age ___ (specify between 55 and 64).
(3) [ ] late of the age ___ (can not exceed 65) or the fifth
anniversary of the Participant's Commencement Date.
(b) [X] The Early Retirement Age is the first day of the month after
the Participant attains age 55 (specify 55 or greater) and
completes 2 Years of Service for Vesting.
(c) [X] A Participant is eligible for Disability Retirement if he/she
(check the appropriate box(es)):
(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.
11
13
1.07 VESTING SCHEDULE
(a) The Participant's vested percentage in Employer Contributions
(Fixed or Discretionary) elected in Section 1.05(a) and/or
Matching Contributions elected in Section 1.05(c) shall be based
upon the schedule(s) selected below, except with respect to any
Plan Year during which the Plan is Top-Heavy. The schedule
elected in Section 1.12(d) shall automatically apply for a
Top-Heavy Plan Year and all Plan Years thereafter unless the
Employer has already elected a more favorable vesting schedule
below.
(1) Employer Contributions (2) Matching Contributions
(check one) (check one)
(A) [ ] N/A - No Employer Contributions (A) N/A - No Employer Contributions
(B) [ ] 100% Vesting immediately (B) [ ] 100% Vesting immediately
(C) [ ] 3 year cliff (see C below) (C) [ ] 3 year cliff (see C below)
(D) [ ] 5 year cliff (see D below) (D) [ ] 5 year cliff (see D below)
(E) [ ] 6 year graduated (see E below) (E) [ ] 6 year graduated (see E below)
(F) [ ] 7 year graduated (see F below) (F) [ ] 7 year graduated (see F below)
(G) [X] Other vesting (complete G1 below) (G) [X] Other vesting (complete G1 below)
VESTING SCHEDULE
Years of
Service
for
Vesting C D E F G1 G2
------- - - - - -- --
0 0% 0% 0% 0% 0% 0%
1 0% 0% 0% 0% 0% 0%
2 0% 0% 20% 0% 100% 100%
3 100% 100% 40% 20% 100% 100%
4 100% 100% 60% 40% 100% 100%
5 100% 100% 80% 60% 100% 100%
6 100% 100% 100% 80% 100% 100%
7 100% 100% 100% 100% 100% 100%
Note: A schedule elected under G1 or G2 above must be at least as
favorable as one of the schedules in C, D, E or F above.
(b) [ ] Years of Service for Vesting shall exclude (check one):
(1) [ ] for new plans, service prior to the Effective Date as
defined in Section 1.01(g)(1).
(2) [ ] for existing plans converting from another plan
document, service prior to the original Effective Date
as defined in Section 1.01(g)(2).
Employees hired on or after January 1, 1995 are subject to the
vesting schedule indicated above. Employees hired before January
1, 1995 are fully vested immediately.
12
14
1.08 PREDECESSOR EMPLOYER SERVICE
[ ] Service for purposes of eligibility in Section 1.03(a)(1) and
vesting in Section 1.07(a) of this Plan shall include service
with the following employer(s):
(a) ________________________________________________________________
(b) ________________________________________________________________
(c) ________________________________________________________________
(d) ________________________________________________________________
1.09 PARTICIPANT LOANS
Participant loans (check (a) or (b)):
(a) [X] will be allowed in accordance with Section 7.09, subject
to a $1,000 minimum amount and will be granted (check (1)
or (2)):
(1) [X] for any purpose.
(2) [ ] for hardship withdrawal (as defined in
Section 7.10) purposes only.
(b) [ ] will NOT be allowed.
1.10 HARDSHIP WITHDRAWALS
Participant withdrawals for hardship prior to termination of employment
(check one):
(a) [X] will be allowed in accordance with Section 7.10, subject
to a $1,000 minimum amount.
(b) [ ] will NOT be allowed.
13
15
1.11 DISTRIBUTIONS
(a) Subject to Articles 7 and 8 and (b) below, distributions under
the Plan will be paid (check the appropriate box(es)):
(1) [X] as a lump sum
(2) [ ] under a systematic withdrawal plan (installments).
(b) [X] Check if a Participant will be entitled to receive a
distribution of all or any portion of the following
Accounts without terminating employment upon attainment of
age 59 1/2 (check one):
(1) [ ] Deferral Contribution Account
(2) [X] All Accounts
(c) [ ] Check if the Plan was converted (by plan amendment) from
another defined contribution plan, and the benefits were
payable as (check the appropriate box(es)):
(1) [ ] a form of single or joint and survivor life annuity.
(2) [ ] an in-service withdrawal of vested Employer
Contributions maintained in a Participant's Account
(check (A) and/or (B)):
(A) [ ] for at least ______ (24 or more) months.
(B) [ ] after the Participant has at least 60
months of participation.
(3) [ ] another distribution option that is a "protected
benefit" under Section 411(d)(6) of the Internal
Revenue Code. Please attach a separate page
identifying the distribution option(s).
These additional forms of benefit may be provided for such plans
under Articles 7 or 8.
Note: Under Federal Law, distributions to Participants must
generally begin no later than April 1 following the
year in which the Participant attains age 70 1/2.
14
16
1.12 TOP HEAVY STATUS
(a) 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.
(3) [ ] Not applicable. (This option is available for plans
covering only employees subject to a collective
bargaining agreement and there are no Employer or
Matching Contributions elected in Section 1.05.)
(b) 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) In the event that the Plan is treated as Top-Heavy for a Plan
Year, each non-key Employee shall receive an Employer
Contribution of at least ___________ (3, 4, 5 or 7 1/2)% of
Compensation for the Plan Year in accordance with Section 9.03
(check one):
(1) [X] under this Plan in any event.
(2) [ ] under this Plan only if the Participant is not
entitled to such contribution under another
qualified plan of the Employer.
(3) [ ] Not applicable. (This option is available for plans
covering only employees subject to a collective
bargaining agreement and there are no Employer or
Matching Contributions elected in Section 1.05.)
Note: Such minimum Employer contribution may be less
than the percentage indicated in (c) above to the
extent provided in Section 9.03(a).
15
17
(d) In the event that the Plan is treated as Top-Heavy for a Plan
Year, the following vesting schedule shall apply instead of the
schedule(s) elected in Section 1.07(a) for such Plan Year and
each Plan Year thereafter (check one):
(1) [X] 100% vested after 2 (not in excess of 3) Years of
Service for Vesting.
(2) [ ] Years of Vesting Must be
Service for Vesting Percentage at Least
------------------- ---------- --------
0 __________ 0%
1 __________ 0%
2 __________ 20%
3 __________ 40%
4 __________ 60%
5 __________ 80%
6 __________ 100%
Note: If one or both schedules elected in
Section 1.07(a) is (are) more favorable in all
cases than the schedules elected in (d) above
then such schedule(s) will continue to apply even
in Plan Years in which the Plan is Top-Heavy.
1.13 TWO OR MORE PLANS - Code Section 415 limitation on annual additions
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) 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) [ ] in accordance with Section 5.03 of this Plan.
(2) [ ] in accordance with another method set forth on an
attached separate sheet.
(3) [X] Not applicable.
16
18
(b) 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 (check one):
(1) [ ] 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) [X] Not applicable.
1.14 ESTABLISHMENT OF TRUST AND INVESTMENT DECISIONS
(a) Investment Directions
Participant Accounts will be invested (check one):
(1) [ ] in accordance with investment directions provided to
the Trustee by the EMPLOYER for allocating all
Participant Accounts among the options listed in (b)
below.
(2) [X] in accordance with investment directions provided to
the Trustee by each PARTICIPANT for allocating his
entire Account among the options listed in (b) below.
(3) [ ] in accordance with investment directions provided to
the Trustee by each Participant for all contribution
sources in a Participant's Account except the
following sources shall be invested as directed by the
Employer (check (A) and/or (B)):
(A) [ ] Fixed or Discretionary Employer Contributions
(B) [ ] Employer Matching Contributions
The Employer must direct the applicable sources among the
same investment options made available for Participant
directed sources listed in (b) below.
17
19
(b) Plan Investment Options
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. Participant Accounts under the Trust will be
invested among the Fidelity Funds listed below pursuant to
Participant and/or Employer directions.
Fund Name Fund Number
--------- -----------
(1) FIDELITY PURITAN
------------------------------------- ---------------
(2) FIDELITY CONTRA
------------------------------------- ---------------
(3) FIDELITY BLUE CHIP GROWTH FUND
------------------------------------- ---------------
(4) FIDELITY INVESTMENT GRADE BOND
------------------------------------- ---------------
(5) FIDELITY MONEY MARKET
------------------------------------- ---------------
(6)
------------------------------------- ---------------
(7)
------------------------------------- ---------------
(8)
------------------------------------- ---------------
(9)
------------------------------------- ---------------
(10)
------------------------------------- ---------------
Note: An additional annual recordkeeping fee will be charged
for each fund in excess of five funds.
To the extent that the Employer selects as an investment
option the Managed Income Portfolio of the Fidelity
Group Trust for Employee Benefit Plans (the "Group
Trust"), the Employer hereby (A) agrees to the terms of
the Group Trust and adopts said terms as a part of this
Agreement and (B) acknowledges that it has received from
the Trustee a copy of the Group Trust, the Declaration
of Separate Fund for the Managed Income Portfolio of the
Group Trust, and the Circular for the Managed Income
Portfolio.
Note: The method and frequency for change of investments will
be determined under the rules applicable to the selected
funds or, if applicable, the rules of the Employer
adopted in accordance with Section 6.03. Information
will be provided regarding expenses, if any, for changes
in investment options.
18
20
1.15 RELIANCE ON OPINION LETTER
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. If the Employer 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.
This Adoption Agreement may be used only in conjunction with Fidelity
Prototype Plan Basic Plan Document No. 07. 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.
1.16 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:
▇-(▇▇▇) ▇▇▇-▇▇▇▇
19
21
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _______ day of ___________________, 19___.
Employer: _____________________________
By: _____________________________
Title: _____________________________
Employer: _____________________________
By: _____________________________
Title: Director of Human Resources
-----------------------------
Accepted by
Fidelity Management Trust Company, as Trustee
By: ___________________________ Date: ___________________
Title: ________________________
20
22
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this _______ day of ___________________, 19___.
Employer: _____________________________
By: _____________________________
Title: _____________________________
Employer: _____________________________
By: _____________________________
Title: _____________________________
Accepted by
Fidelity Management Trust Company, as Trustee
By: ___________________________ Date: ___________________
Title: ________________________
21
23
AMENDMENT TO NON-STANDARDIZED ADOPTION AGREEMENT 002 DATED DECEMBER 18, 1995
ATTACHMENT TO SECTION 1.03(a)(3)(b)(v) -- OTHER
ATTACHMENT A
IN THE CASE OF EMPLOYEES HIRED PRIOR TO JANUARY 1, 1996, THOSE WHO HAVE NOT
COMPLETED TWO CONSECUTIVE MONTHS OF SERVICE ARE EXCLUDED. IN THE CASE OF
EMPLOYEES HIRED ON AND AFTER JANUARY 1, 1996, THOSE WHO HAVE NOT COMPLETED SIX
CONSECUTIVE MONTHS OF SERVICE ARE EXCLUDED.
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
DIRECTOR, HUMAN RESOURCES DECEMBER 19, 1995
-----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇
CONTROLLER DECEMBER 19, 1995
22
24
--------------------------------------------------------------------------------
PLAN HIGHLIGHTS
--------------------------------------------------------------------------------
DRAGON SYSTEMS, INC. 401(k) PLAN
The Dragon Systems, Inc. 401(k) Plan is designed to help you save for your
retirement, share in company profits and at the same time reduce your current
taxes.
ELIGIBILITY
- Employees hired prior to January 1, 1996, must complete two
consecutive months of service. Employees hired on and after
January 1, 1996, must complete six consecutive months of
service.
- All employees age 21 or older are eligible to participate
immediately.
ENROLLMENT DATES
The first day of the following month after you have met the age and
service requirement.
To begin participating, complete the enrollment and designation of beneficiary
forms and send them to your Human Resources Dept.
CONTRIBUTIONS
- EMPLOYEE CONTRIBUTIONS on a pretax basis between 1 and 12% of
eligible compensation of each applicable payroll up to a maximum
of $9,500 (adjusted annually) for the 1996 calendar year. You
may change your deferral percentage as of January 1, April 1,
July 1, and October 1.
- EMPLOYER MATCHING CONTRIBUTIONS in an amount equal to 100% of
your pretax employee contributions, up to 5% of your eligible
compensation contributed into the plan. You must earn at least
1,000 hours of service.
- EMPLOYER DISCRETIONARY PROFIT SHARING CONTRIBUTIONS if any, in
an amount to be determined annually by a Board of Directors
resolution. You must earn at least 1,000 hours of service to be
eligible for any employer profit sharing contributions made for
that Plan Year.
NOTE: Eligible compensation is your total compensation
excluding overtime pay, bonuses, and commissions.
23
25
INVESTMENTS
You may choose among the following funds, managed by Fidelity
Investments*. The employer's plan is subject to Section 404(c)
of the Employee Retirement Income Security Act (ERISA) of 1974.
You will be responsible for the investment of your own account.
Fidelity Retirement Money Market Portfolio (0630)
Fidelity Investment Grade Bond Fund (0026)
Fidelity Puritan Fund (0004)
Fidelity Blue Chip Growth Fund (0312)
Fidelity Contrafund (0022)
NOTE: The Fidelity Fund Number assigned to each fund is
identified in parentheses.
You may redirect your future contributions simply by calling the toll-free
number that will be provided by Fidelity. You may also call the same number to
make exchanges among the plan's investment options. You may contact a Fidelity
telephone representative between 8:30 AM (ET) and 8:00 PM (ET) on any business
day. Exchanges requested before 4:00 PM (ET) will be posted on that business day
based upon the closing price of the affected mutual fund(s). Exchanges requested
after 4:00 PM (ET) will be processed on the next business day. The minimum
exchange is the lesser of $250 or 100% of your account balance in the mutual
fund. If your exchange is less than $250 then it may only be exchanged into one
mutual fund.
You may contact a Fidelity representative at ▇-▇▇▇-▇▇▇-▇▇▇▇ to obtain a
prospectus or information about a mutual fund. You will have the right to vote
any mutual fund proxies based upon the number of shares you own in that mutual
fund. To protect its shareholders, each fund reserves the right to modify its
exchange privileges as outlined in the fund prospectus with sixty days' advanced
notice.
VESTING
The term "vesting" refers to your nonforfeitable right to own the contributions
in your account. You are always 100% vested in your employee contributions.
24
26
Employer contributions and earnings will be vested in accordance with the
following schedule:
YEARS OF SERVICE FOR VESTING PERCENTAGE
less than 2* 0
2 100
*All employees hired on or before January 1, 1995 will be
granted 100% vesting
ACCESS TO YOUR MONEY
- You may take a lump sum distribution from the plan in the event
of termination of employment, retirement, disability or death.
You may take a distribution of your 401(k) employee contribution
account upon the attainment of age 59 1/2. You will pay income
tax on any distribution you receive. Taxable distributions
payable to you will be subject to the 20% Federal Income Tax
withholding requirement unless directly transferred to an ▇▇▇ or
a new Employer's qualified plan.
- You may make a hardship withdrawal, if you qualify, from your
employee contributions and rollover contributions to purchase a
principal residence, to prevent eviction from your principal
residence, to pay for college tuition expenses for you or your
immediate family or for unreimbursed medical expenses. The
minimum hardship withdrawal is $1,000. Amounts withdrawn will be
subject to the 20% Federal Income Tax withholding requirement.
An Internal Revenue Service 10% premature distribution penalty
tax may apply for certain distributions.
- Loans from the Plan are also available, if you qualify, on
amounts you have contributed as well as on your vested Employer
contributions subject to IRS maximums. The maximum loan you may
receive is the lesser of 50% of your vested account balance or
$50,000. The minimum loan is $1,000. You may only have one loan
outstanding at any given time. All loans must be paid back
within 5 years unless it is for the purchase of your principal
residence.
STATEMENT SCHEDULE
You will receive a statement four times a year within 20 days after January 31,
April 30, July 31 and October 31 disclosing the value of your account balances
and any benefits to which you may become entitled.
25
27
For more details on the Plan, read the Summary Plan Description which will be
provided by your Human Resources Department. This Plan Highlights sheet
summarizes the main features of the Dragon Systems, Inc. 401(k) Plan, but it is
not a comprehensive description. The official Plan Document will govern in the
case of any question.
* Fidelity Management & Research Company (FMR) is the investment advisor to
Fidelity mutual funds.
Fidelity Distributors Corporation
(General Distribution Agent)
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
26