The CORPORATE plan for RetirementSM EXECUTIVE Plan Adoption Agreement IMPORTANT NOTE
EXHIBIT
10.5
The
CORPORATE plan
for
RetirementSM
EXECUTIVE
Plan
IMPORTANT
NOTE
This
document has not been approved by
the Department of Labor, the Internal Revenue Service or any other governmental
entity. An Employer must determine whether the plan is subject to the Federal
securities laws and the securities laws of the various states. An Employer
may
not rely on this document to ensure any particular tax consequences or to ensure
that the Plan is "unfunded and maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees" under the Employee Retirement Income Security Act with respect to
the
Employer's particular situation. Fidelity Management Trust Company, its
affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document. This document does not constitute
legal or tax advice or opinions and is not intended or written to be used,
and
it cannot be used by any taxpayer, for the purposes of avoiding penalties that
may be imposed on the taxpayer. This document must
be reviewed by the Employer’s attorney
prior to adoption.
ARTICLE
1
1.01
PLAN
INFORMATION
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(a)
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Name
of
Plan:
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This
is the Hub
Group, Inc. Non-Qualified Deferred Compensation Plan(the
"Plan").
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(b)
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Plan
Status (Check
one.):
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(1) |
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Adoption
Agreement effective date: 01/01/2008.
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(2) |
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The
Adoption Agreement effective date is (Check (A) or
check and
complete (B)):
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(A)
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☐
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A
new Plan effective date.
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(B)
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x
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An
amendment and restatement of
the Plan. The original effective date of the Plan
was: 01/01/2005.
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(c)
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Name
of Administrator, if not the
Employer
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1.02 EMPLOYER
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(a)
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Employer
Name: Hub
Group, Inc.
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(b)
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The
term "Employer" includes the
following Related Employer(s)
(as defined in Section 2.01(a)(25))
participating in the Plan:
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Hub City Terminals, Inc.
Hub City Texas, LP
Quality Services, LLC
Comtrak Logistics,
Inc.
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1.03
COVERAGE
(Check
(a) and/or
(b).)
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(a)
x
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The
following Employees are
eligible to participate in the Plan (Check
(1) or
(2)):
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(1) xOnly
those Employees designated in
writing by the Employer, which writing is hereby
incorporated
herein.
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(2) ☑Only
those Employees in the
eligible class described
below:
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(b)
x
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The
following Directors are
eligible to participate in the Plan (Check
(1) or
(2)):
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(1) ☐Only
those Directors designated in
writing by the Employer, which writing is hereby
incorporated
herein.
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(2) x All
Directors, effective as of the
later of the date in 1.01(b) or the date the Director becomes a
Director.
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(Note: A
designation in
Section 1.03(a)(1) or Section 1.03(b)(1) or a description in Section 1.03(a)(2)
must include the effective date of such participation.)
1.04
COMPENSATION
(If
Section 1.03(a) is selected, select
(a) or (b). If Section 1.03(b) is selected, complete (c))
For
purposes of determining all
contributions under the Plan:
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(a)
☐
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Compensation
shall be as defined,
with respect to Employees, in the _________________ Plan
maintained by the
Employer:
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(1) ☐ to
the extent it is in excess
of the limit imposed under Code section
401(a)(17).
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(2) ☐
notwithstanding
the
limit imposed under Code section
401(a)(17).
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(b)
x
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Compensation
shall be as defined
in Section 2.01(a)(9) with respect to Employees (Check
(1),
and/or (2) below, if, and as, appropriate):
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(1) ☐
but excluding
the
following:
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(2) ☐
but excluding
bonuses, except those bonuses listed in the table in Section
1.05(a)(2).
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(c)
x
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Compensation
shall be as defined
in Section 2.01(a)(9)(c) with respect to Directors,
but excluding the
following
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All
monies paid to Directors as a member of the Board of Directors of
the
Employer except__retainer
fees, meeting fees and
committee fees.
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1.05
CONTRIBUTIONS
ON BEHALF OF EMPLOYEES
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(a)
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Deferral
Contributions
(Complete
all
that apply):
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(1) x Deferral
Contributions. Subject to any minimum or maximum deferral amount
provided
below, the Employer shall
make a Deferral Contribution in accordance with,
and subject to, Section 4.01
on behalf of each Participant who has anexecuted
salary reduction
agreement in effect with the Employer for the applicable
calendar year (or
portion of the applicable calendar
year).
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Deferral
Contributions
Type
of
Compensation
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Dollar
Amount
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%
Amount
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Min
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Max
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Min
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Max
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Base
Salary
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0
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50
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(Note: With
respect to each type of Compensation, list the minimum and maximum
dollar
amounts or percentages as
whole dollar amounts or whole number
percentages.)
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(2) x
Deferral
Contributions with
respect to Bonus Compensation only. The Employer requires Participants
to
enter into a special salary reduction agreement to make Deferral
Contributions with respect to one or more Bonuses, subject to minimum
and
maximum deferral limitations, as provided in the table
below.
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Treated
As
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Dollar
Amount
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%
Amount
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||||
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Deferral
Contributions
Type
of
Bonus
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Performance
Based
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Non-Performance Based | Min | Max | Min | Max |
| Bonus Compensation | X | 0 | 90 | |||
(Note: With
respect to eachtype of Bonus,list the minimum and maximum dollar amounts or percentages as whole dollar
amounts or whole number percentages. In the event a bonus identified
as a Performance-based Bonus above does not constitute a Performance-based
Bonus
with respect to any Participant, such Bonus will be treated as a
Non-Performance-based Bonus with respect to such Participant.)
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(b)
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Matching
Contributions
(Choose
(1) or
(2) below, and (3) below, as
applicable):
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(1)
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x
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The
Employer shall make a Matching
Contribution on behalf of each Employee Participant in an amount
described
below:
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(A) ☐ ______%
of the Employee Participant’s
Deferral Contributions for the calendar
year.
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(B) ☐ The
amount, if any, declared by the Employer in writing, which writing
is
hereby incorporated herein.
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(C) x Other: 50%
of the first 6% of the
Participant's compensation contributed to the Plan up to a maximum
of 3%
of base salary for employees. A
Participant who makes deferral contributions during the Plan Year
under
Section 1.05(a) shall be entitled to
Matching Contributions
for that Plan Year if the Participant is employed by the Employer on
the last day of the Calendar Year.
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(2)
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☐
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Matching
Contribution Offset. For
each Employee Participant who has made elective contributions (as
defined
in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted
under Code section 402(g), or the maximum permitted under the terms
of the
___________________________Plan
(the “QP”), to the
QP, the Employer shall make a Matching Contribution in an
amount equal to (A) minus (B)
below:
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(A) The
matching
contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”))
that the Employee Participant would have received under the QP on
the sum
of the Deferral Contributions and the Participant’s QP Deferrals,
determined as though—
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·
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no
limits otherwise imposed by the
tax law applied to such QP match;
and
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·
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the
Employee Participant’s
Deferral Contributions had been made to the
QP.
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(B)
The
QP Match
actually made to such Employee Participant under the QP for the applicable
calendar year.
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Provided,
however, that the Matching
Contributions made on behalf of any Employee Participant pursuant to this
Section 1.05(b)(2) shall be limited as provided in Section 4.02
hereof.
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(3)
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☑
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Matching
Contribution Limits (Check
the
appropriate box
(es)):
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(A) ☐ Deferral
Contributions in excess of ___of
the Employee Participant’s
Compensation for the calendar year shall not be considered
for Matching
Contributions.
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(B)
☐ Matching
Contributions
for each Employee Participant for each calendar year shall be limited
to
$ ________.
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(c)
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Employer
Contributions
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(1)
☐ Fixed
Employer Contributions. The
Employer shall make an Employer Contribution on behalf of each Employee
Participant in an amount determined as described
below:
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(2)
☐ Discretionary
Employer Contributions. The
Employer may make Employer
Contributions to the accounts of Employee Participants in any amount
(which amount may be zero), as determined by the Employer
in its sole discretion from time to time in a writing,
which is hereby incorporated
herein.
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1.06
CONTRIBUTIONS
ON BEHALF OF DIRECTORS
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(a) x
Director Deferral
Contributions
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The
Employer shall make a Deferral
Contribution in accordance with, and subject to, Section 4.01 on behalf of
each
Director Participant who has an executed deferral agreement in effect with
the
Employer for the applicable calendar year (or portion of the applicable calendar
year), which deferral agreement shall be subject to any minimum and/or maximum
deferral amounts provided in the table below.
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Deferral
Contributions
Type
of
Compensation
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Dollar
Amount
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%
Amount
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Min
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Max
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Min
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Max
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Director
Fees
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0
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50
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(Note: With
respect to each
type of Compensation, list the minimum and maximum dollar amounts orpercentages
as whole dollar amounts or
whole number percentages.)
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(b) Matching
and Employer
Contributions:
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(1) x
Matching
Contributions.
The Employer
shall
make a Matching Contribution on behalf of each Director Participant
in an
amount determined as described
below:
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50%
of the first 6% of the
Participant's Compensation contributed to the Plan up to
a maximum of 3% of
directors’fees
for Directors. A Director
who makes deferral contributions
during the Plan Year under Section 1.06(a) shall be entitled
to_______Matching
Contributions for that Plan Year if the Director is serving
as a Director of the
Employer.
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(2) o
Fixed
Employer
Contributions. The
Employer shall make an
Employer Contribution on behalf of each Director Participant in an
amount
determined as described
below:
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(3)
o
Discretionary
Employer Contributions. The
Employer may make
Employer
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Contributions
to the accounts of
Director Participants in any amount (which amount may be zero), as
determined by the Employer in its sole discretion from time to time,
in a
writing, which is hereby incorporated
herein.
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1.07
DISTRIBUTIONS
The
form and timing of distributions
from the Participant’s vested Account shall be made consistent with the
elections in this Section 1.07.
(a)
(1) Distribution
options to be provided to Participants
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(A) Specified
Date
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(B) Specified
Age
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(C) Separation
From
Service
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(D) Earlier
of
Separation or Age
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(E) Earlier
of
Separation or Specified Date
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(F) Disability
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(G)
Change in
Control
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(H) Death
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Deferral
Contribution
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xLump Sum
xInstallments
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☐Lump
Sum
☐Installments
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xLump
Sum
xInstallments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
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☐Lump
Sum
☐Installments
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Matching
Contributions
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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xLump
Sum
xInstallments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
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☐Lump
Sum
☐Installments
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Employer
Contributions
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
☐Installments
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☐Lump
Sum
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☐Lump
Sum
☐Installments
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(Note: If
the Employer elects
(F), (G), or (H) above, the Employer must also elect (A), (B), (C),
(D), or (E) above, and the Participant must also elect (A), (B), (C), (D),
or
(E) above. In the event the Employer elects only a single payment trigger and/or
payment method above, then such single payment trigger and/or payment method
shall automatically apply to the Participant. If the employer
elects to
provide for payment upon a specified date or age, and the employer applies
a
vesting schedule to amounts that may be subject to such payment trigger(s),
the
employer must apply a minimum deferral period, the number of years of
which must be greater than the number of years required
for 100% vesting in any such amounts. If the employer elects to
provide for payment upon disability, and the employer applies a vesting schedule
to amounts that may be subject to such payment trigger, the employer must also
elect to apply 100% vesting in any such amounts upon disability and/or
death.)
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(2)
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x
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A
Participant incurs a Disability
when the Participant (Check
at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected):
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(A)
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x
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is
unable to engage in any
substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death
or
can be expected to last for a continuous period of not less than
12
months.
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(B)
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☐
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is,
by reason of any medically
determinable physical or mental impairment that can be expected to
result
in death or can be expected to last for a continuous period of not
less
than 12 months, receiving income replacement benefits for a period
of not
less than 3 months under an accident and health plan covering employees
of
the Employer.
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(C)
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☐
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is
determined to be totally
disabled by the Social Security Administration or the Railroad Retirement
Board.
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(D)
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☐
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is
determined to be disabled
pursuant to the following disability insurance program: ________________________________ the
definition of disability under
which complies with the requirements in regulations under Code section
409A.
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(Note: If
more than one box
above is checked, then the Participant will have a Disability if he satisfies
at
least one of the descriptions corresponding to one of such checked
boxes.)
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(3)x
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Regardless
of any payment trigger
and, as applicable, payment method, to which the Participant would
otherwise be subject pursuant to (1) above, the first to occur of
the
following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(c)(1)
below
in
a lump sum, provided
such Plan-level payment
trigger occurs prior to the payment trigger to which the Participant
would
otherwise be subject.
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Payment
Trigger
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(A)
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o
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Separation
from Service prior
to: _____________________________
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(B)
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o
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Separation
from
Service
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(C)
|
x
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Death
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(D)
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x
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Change
in
Control
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(b) Distribution
Election Change
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A
Participant
| (1) o |
shall
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| (2)x |
shall
not
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be
permitted to modify a scheduled
distribution election in accordance with Section 8.01(b)
hereof.
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(c) Commencement
of Distributions
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(1)
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Each
lump sum distribution and the
first distribution in a series of installment payments (if applicable)
shall commence as elected in (A), (B) or (C)
below:
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(A)
x
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Monthly
on the 1st day
of the month which day next
follows the applicable triggering event described in
1.07(a).
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(B)
☐
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Quarterly
on the _____day
of the following months
____________,
______________,
_______________,
or ____________(list
one month in each calendar
quarter) which day next follows the applicable triggering event described
in 1.07(a).
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(C)
☐
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Annually
on the ___day
of ______(month)
which day next follows the
applicable triggering event described in 1.07(a).
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(Note: Notwithstanding
the
above: a six-month delay shall be imposed with respect to certain distributions
to Specified Employees; a Participant who chooses payment on a Specified Date
will choose a month, year or quarter (as applicable) only, and payment will
be
made on the applicable date elected in (A), (B) or (C) above that falls within
such month, year or quarter elected by the Participant.)
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(2)
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The
commencement of distributions
pursuant to the events elected in Section 1.07(a)(1) and Section
1.07(a)(3) shall be modified by application of the
following:
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(A)
x
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Separation
from Service Event
Delay – Separation from Service will be treated as not having occurred for
6months
after the date of such
event.
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(B)
☐
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Plan
Level Delay – all
distribution events (other than those based on Specified Date or
Specified
Age) will be treated as not having occurred for _____days
(insert number of days but
not more than
30).
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(d) Installment
Frequency and Duration
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If
installments are available under the
Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect
that
the installments will be paid (Complete
1 and 2
below):
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(1)
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at
the following
intervals:
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(A)
☐
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Monthly
commencing on the day
elected in Section 1.07(c)(1).
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| (B) ☐ |
Quarterly
commencing on the day
elected in Section1.07 (c)(1) (with payments made at three-month
intervals
thereafter).
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| (C) x |
Annually
commencing on the day
elected in Section 1.07(c)(1).
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(2)
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over
the following term(s)
(Complete
either (A) or (B)):
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(A) x
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Any
term of whole years between
2(minimum
of 1) and 10(maximum
of
30).
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| (B) ☐ |
Any
of the whole year terms
selected below.
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☐ 1
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☐ 2
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☐ 3
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☐ 4
|
☐ 5
|
☐ 6
|
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☐ 7
|
☐ 8
|
☐ 9
|
☐10
|
☐11
|
☐12
|
|
☐13
|
☐14
|
☐15
|
☐16
|
☐17
|
☐18
|
|
☐19
|
☐20
|
☐21
|
☐22
|
☐23
|
☐24
|
|
☐25
|
☐26
|
☐27
|
☐28
|
☐29
|
☐30
|
(Note: Only
elect a term of
one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected
above.)
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(e)
|
Conversion
to Lump
Sum
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|
o
Notwithstanding anything herein to the contrary , if the Participant’s
vested Account at the time such Account becomes payable to him hereunder
does not exceed $ ________distribution
of the Participant’s
vested Account shall automatically be made in the form of a single
lump
sum at the time prescribed in Section 1.07(c)(1).
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(f)
|
Distribution
Rules Applicable to
Pre-effective Date Accruals
|
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|
o
Benefits
accrued under the Plan (subject to Code section 409A) prior to the
date in
Section 1.01(b)(1) above are subject to distribution rules not described
in Section 1.07(a) through (e), and such rules are described in
Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.
|
1.08
VESTING
SCHEDULE
(a)
(1)
The
Participant’s vested percentage in
Matching Contributions elected in Section 1.05(b)
shall
be based upon the following
schedule and unless Section 1.08(a)(2) is checked
below
will be based on the elapsed time
method as described
in
Section
7.03(b).
|
Years
of
Service
|
Vesting
%
|
|
1
|
0
|
| 2 | 0 |
| 3 | 100 |
(2) x Vesting
shall be based on the class year
method as described in Section 7.03(c).
(b)
(1)
The
Participant’s vested
percentage in Employer Contributions elected in Section
1.05(c)
shall
be based upon the following
schedule and unless Section 1.08(b)(2) is checked below will be based on the
elapsed time method as describedin
Section
7.03(b).
Years
of
Service
Vesting
%
(2) o Vesting
shall be based on the class year
method as described in Section 7.03(c).
(c) o
Years of Service shall exclude
(Check
one.):
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(1) ☐for
new plans, service prior to
the Effective Date as defined in Section
1.01(b)(2)(A).
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(2) ☐for
existing plans converting from
another plan document, service prior to the original Effective
Date as defined in Section
1.01(b)(2)(B).
|
(Note:
Do not elect to apply this
Section 1.08(c) if vesting is based only on the class year
method.)
|
|
(d)
x
|
Notwithstanding
anything to the
contrary herein, a Participant
will forfeit his
Matching Contributions and Employer Contributions (regardless of
whether
vested) upon the occurrence of the following
event(s):
|
Employment
by or work for a competitor
or engaging in a competitive business within one
year of separation
from service.
(Note:
Contributions with respect to
Directors, which are 100% vested at all times, are subject to the rule in this
subsection (d).)
|
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(e)
|
A
Participant will be 100% vested
in his Matching Contributions and Employer Contributions upon (Check
the
appropriate box(es)):
|
|
|
(1)
☐
Retirement
eligibility is the date the Participant attains age ___and
completes ___Years
of Service, as defined in
Section 7.03(b).
|
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(2)
x Death.
|
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(3)
x The
date on
which the Participant becomes disabled, as determined under Section
1.07(a)(2).
|
(Note:
Participants will automatically
vest upon Change in Control if Section 1.07(a)(1)(G) is
elected.)
|
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(f)
o
|
|
Years
of Service in Section 1.08
(a)(1) and Section 1.08 (b)(1) shall include service with the following
employers:
|
1.09
INVESTMENT
DECISIONS
A
Participant’s Account shall be treated
as invested in the Permissible Investments as directed by the Participant unless
otherwise provided below:
1.10
ADDITIONAL
PROVISIONS
The
Employer may elect Option below and
complete the Superseding Provisions Addendum to describe overriding provisions
that are not otherwise reflected in this Adoption Agreement.
|
x
|
The
Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the
Plan that
supersede provisions of this Adoption Agreement and/or the Basic
Plan
Document.
|
EXECUTION
PAGE
(Fidelity’s
Copy)
IN
WITNESS WHEREOF, the Employer has
caused this Adoption Agreement to be executed this ___14th_____day of _December_,
2007_.
|
|
Employer:
|
Hub Group, Inc. |
|
|
By:
|
_/s/ ▇▇▇▇▇ ▇. Yeager________________ |
|
|
Title:
|
_Chief Executive Officer_____________ |
EXECUTION
PAGE
(Employer's
Copy)
IN
WITNESS WHEREOF, the Employer has
caused this Adoption Agreement to be executed this ___14th_____day of _December_,
2007_.
|
|
Employer:
|
_Hub Group, Inc.__________________ |
|
|
By:
|
_/s/ ▇▇▇▇▇ ▇. Yeager________________ |
|
|
Title:
|
_Chief Executive Officer_____________ |
AMENDMENT
EXECUTION
PAGE
(Fidelity’s
Copy)
Plan
Name:
Hub
Group, Inc. Non-Qualified Deferred Compensation Plan(the “Plan”)
Employer:
Hub
Group, Inc.
(Note:
These execution pages are to be
completed in the event the Employer modifies any prior election(s) or makes
a
new election(s) in this Adoption Agreement. Attach the amended
page(s) of the Adoption Agreement to these execution pages.)
The
following section(s) of the Plan are
hereby amended effective as of the date(s) set forth below:
|
Section
Amended
|
Effective
Date
|
|
|
|
|
|
|
|
|
|
|
|
IN
WITNESS WHEREOF, the Employer has
caused this Amendment to be executed on the date below.
|
|
Employer:
|
_Hub Group, Inc.__________________ |
|
|
By:
|
_/s/ ▇▇▇▇▇ ▇. Yeager________________ |
|
|
Title:
|
_Chief Executive Officer_____________ |
|
|
Date:
|
_12-14-07________________________ |
AMENDMENT
EXECUTION
PAGE
(Employer’s
Copy)
Plan
Name:
Hub
Group, Inc. Non-Qualified Deferred Compensation Plan(the “Plan”)
Employer:
Hub
Group, Inc.
(Note:
These execution pages are to be
completed in the event the Employer modifies any prior election(s) or makes
a
new election(s) in this Adoption Agreement. Attach the amended page(s) of the
Adoption Agreement to these execution pages.)
|
Section
Amended
|
Effective
Date
|
|
|
|
|
|
|
|
|
|
|
|
IN
WITNESS WHEREOF, the Employer has
caused this Amendment to be executed on the date below.
|
|
Employer:
|
_Hub Group, Inc.__________________ |
|
|
By:
|
_/s/ ▇▇▇▇▇ ▇. Yeager_______________ |
|
|
Title:
|
_Chief Executive Officer_____________ |
|
|
Date:
|
_12-14-07_______________________ |
|
|
ATTACHMENT
A
|
|
|
Re: PRE
EFFECTIVE DATE
ACCRUAL DISTRIBUTION RULES
|
|
|
Plan
Name: Hub
Group, Inc. Non-Qualified Deferred Compensation
Plan
|
ATTACHMENT
B
Re: SUPERSEDING
PROVISIONS
for
Plan
Name: Hub
Group,
Inc. Non-Qualified Deferred Compensation Plan
|
(a)
|
Superseding
Provision(s)
–The
following provisions supersede
other provisions of this Adoption Agreement and/or the Basic Plan
Document
as described below:
|
(1)
Section 8.03 is deleted and replaced
with the following:
“The
Plan does not allow Unforeseeable Emergency Withdrawals”.
(2) Section 1.08(a)(1) is amended as follows:
Source
02: Employer Match
|
Years
of
Service
|
Vesting
%
|
|
Less
than one1
|
0
|
| 1 | 0 |
| 2 | 0 |
| 3 | 100 |
The
vesting schedule specified above applies to Participants with an account balance
in Source 02 Employer Match as of January 1, 2008. The vesting
method on Source 02 is elapsed time.