EXHIBIT 10.18
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SPECIAL
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PROTOTYPE DEFINED
CONTRIBUTION PLAN
ADOPTION AGREEMENT
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401(k) PLAN
EMPLOYEE THRIFT PLAN
PROFIT-SHARING PLAN
Letter Serial Number: D359287b
National Office Letter Date: 6/29/93
This Prototype Plan and Adoption Agreement are important legal instruments with
legal and tax implications for which the Sponsor, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇, Incorporated, does not assume responsibility. The Employer is urged to
consult with its own attorney with regard to the adoption of this Plan and its
suitability to its circumstances.
▇▇▇▇▇▇▇ ▇▇▇▇▇
Addendum to the Seitel, Inc. 40 1 (k) Plan pursuant to Article II. 1.2 of the
Plan
411(d)(6) Protected Benefits Attachment to the
SEITEL, INC. 40 1 (K) PLAN
Pursuant to Article V. Section 5.7. 1, any Participant who was a Participant as
of December 31, 1997 shall have been deemed to have optional forms of benefit to
include in service distributions for any vested portion of these Accounts.
ADOPTION OF PLAN
The Employer named below hereby establishes or restates a profit-sharing plan
that includes a |X| 401(k), |X| profit-sharing and/or thrift plan feature (the
"Plan") by adopting the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Special Prototype Defined Contribution
Plan and Trust as modified by the terms and provisions of this Adoption
Agreement.
EMPLOYER AND PLAN INFORMATION
Employer Name:* SEITEL, INC.
Business Address: ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
Employer Taxpayer ID Number: ▇▇-▇▇▇▇▇▇▇
Employer Taxable Year ends on: DECEMBER 31ST
Plan Name: SEITEL, INC. 401(K) PLAN
Plan Number: 001
401(k) Profit Thrift
Sharing
Effective Date of Adoption ----/----/----
or Restatement: 1/l/98 1/l/98
Original Effective Date: 11/1/85 11/1/85 ----/----/----
If this Plan is a continuation or an amendment of a prior plan, all optional
forms of benefits provided in the prior plan must be provided under this Plan to
any Participant who had an account balance, whether or not vested, in the prior
plan.
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* If there are any Participating Affiliates in this Plan, list below the proper
name of each Participating Affiliate.
ARTICLE 1. DEFINITIONS
A. "COMPENSATION"
(1) With respect to each Participant, except as provided below, Compensation
shall mean the (select all those applicable for each column):
401(K) AND/ OR PROFIT SHARING
THRIFT
(a) amount reported in the "Wages Tips and
Other Compensation" Box on Form W-2 for
the applicable period selected in Item 5
below.
(b) compensation for Code Section 415
safe-harbor purposes (as defined in
Section 3.9.1 (H)(i) of basic plan
document #03) for the applicable period
selected in Item 5 below.
|X| |X| (c) amount reported pursuant to Code Section
3401(a) for the applicable period selected
in Item 5 below.
(d) all amounts received (under either option
(a) or (b) above) for personal services
rendered to the Employer but excluding
(select one):
overtime
bonuses
commissions
amounts in excess of $
other (specify) _______.
(2) Treatment of Elective Contributions (select one):
|X| (a) For purposes of contributions, Compensation shall include Elective
Deferrals and amounts excludable from the gross income of the Employee
under Code Section 125, Code Section 402(e)(3), Code Section 402(h) or
Code Section 403(b) ("elective contributions").
(b) For purposes of contributions, Compensation shall not include
"elective contributions."
(3) CODA Compensation (select one):
|X| (a) For purposes of the ADP and ACP Tests, Compensation shall include
"elective contributions."
(b) For purposes of the ADP and ACP Tests, Compensation shall not include
"elective contributions."
(4) With respect to Contributions to an Employer Contributions Account,
Compensation shall include all Compensation (select one):
|X| (a) during the Plan Year in which the Participant enters the Plan.
(b) after the Participant's Entry Date.
(5) The applicable period for determining Compensation shall be (select one):
|X| (a) the Plan Year.
(b) the Limitation Year.
(c) the consecutive 12-month period ending on ________.
B. "DISABILITY"
(1) Definition
Disability shall mean a condition which results in the Participant's (select
one):
(a) inability 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 which has lasted or can be expected to
last for a continuous period of not less than 12 months.
|X| (b) total and permanent inability to meet the requirements of the
Participant's customary employment which can be expected to last for a
continuous period of not less than 12 months.
(c) qualifications for Social Security disability benefits.
(d) qualification for benefits under the Employer's long-term disability
plan.
(2) Contributions Due to Disability (select one):
|X| (a) No contributions to an Employer Contributions Account will be made on
behalf of a Participant due to his or her Disability.
(b) Contributions to an Employer Contributions Account will be made on
behalf of a Participant due to his or her Disability provided that:
the Employer elected option (a) or (c) above as the definition of
Disability, contributions are not made on behalf of a Highly
Compensated Employee, the contribution is based on the Compensation
each such Participant would have received for the Limitation Year if
the Participant had been paid at the rate of Compensation paid
immediately before his or her Disability, and contributions made on
behalf of such Participant will be nonforfeitable when made.
C. "EARLY RETIREMENT" IS (SELECT ONE):
(1) not permitted.
|X| (2) permitted if a Participant terminates Employment before Normal
Retirement Age and has (select one): (a) attained age ______.. |X| (b)
attained age 55 and completed 10 Years of Service. --- -- (c) attained
age _____ and completed _____ Years of Service as a Participant.
D. "ELIGIBLE EMPLOYEES" (select one):
(1) All Employees are eligible to participate in the Plan.
|X| (2) The following Employees are not eligible to participate in the Plan
(select all those applicable):
(a) Employees included in a unit of Employees covered by a collective
bargaining agreement between the Employer or a Participating
Affiliate and the Employee representatives (not including any
organization more than half of whose members are Employees who
are owners, officers, or executives of the Employer or
Participating Affiliate) in the negotiation of which retirement
benefits were the subject of good faith bargaining, unless the
bargaining agreement provides for participation in the Plan.
(b) non-resident aliens who received no earned income from the
Employer or a Participating Affiliate which constitutes income
from sources within the United States.
(c) Employees of an Affiliate.
|X| (d) Employees employed in or by the following specified division,
plant, location, job category or other identifiable individual or
group of Employees: LEASED EMPLOYEES
E. "ENTRY DATE"
Entry Date shall mean (select as applicable):
401(K) AND/ OR PROFIT SHARING
THRIFT
(1) If the initial Plan Year is less than
twelve months, the _______ day of ______
and thereafter:
(2) the first day of the Plan Year following
the date the Employee meets the
eligibility requirements. If the Employer
elects this option establishing only one
Entry Date, the eligibility "age and
service" requirements elected in Article
II must be no more than age 20-1/2 and 6
months of service.
|X| |X| (3) the first day of the month following the
date the Employee meets the eligibility
requirements.
(4) the first day of the Plan Year and the
first day of the seventh month of the Plan
Year following the date the Employee meets
the eligibility requirements.
(5) the first day of the Plan Year, the first
day of the fourth month of the Plan Year,
the first day of the seventh month of the
Plan Year, and the first day of the tenth
month of the Plan Year following the date
the Employee meets the eligibility
requirements.
(6) other:
provided that the Entry Date or Dates
selected are no later than any of the
options above.
F. "HOURS OF SERVICE'
Hours of Service for the purpose of determining a Participant's Period of
Severance and Year of Service shall be determined on the basis of the method
specified below:
(1) Eligibility Service: For purposes of determining whether a Participant has
satisfied the eligibility requirements, the following method shall be used
(select one):
401(K) AND/ OR PROFIT SHARING
THRIFT
|X| |X| (a) elapsed time method
(b) hourly records method
(2) Vesting Service: A participant's nonforfeitable interest shall be determined
on the basis of the method specified below (select one):
|X| (a) elapsed time method
(b) hourly records method
(c) If this item (c) is checked, the Plan only provides for
contributions that are always 100% vested and this item (2) will
not apply.
(3) Hourly Records: For the purpose of determining Hours of Service under the
hourly record method (select one):
(a) only actual hours for which an Employee is paid or entitled to
payment shall be counted.
(b) an Employee shall be credited with 45 Hours of Service if such
Employee would be credited with at least 1 Hour of Service during
the week.
G. "INTEGRATION LEVEL"
|X| (1) This Plan is not integrated with Social Security.
(2) This Plan is integrated with Social Security. The Integration Level
shall be (select one):
(a) the Taxable Wage Base.
(b) $---- (a dollar amount less than the Taxable Wage Base),
(c) ----% of the Taxable Wage Base (not to exceed 100%).
(d) the greater of $10,000 or 20% of the Taxable Wage Base.
H. "LIMITATION COMPENSATION"
For purposes of Code Section 415, Limitation Compensation shall be compensation
as determined for purposes of (select one):
|X| (1) Code Section 415 Safe-Harbor as defined in Section 3.9.1(H)(i) of
basic plan document #03.
(2) the "Wages, Tips and Other Compensation" Box on Form W-2.
(3) Code Section 3401(a) Federal Income Tax Withholding.
I. "LIMITATION YEAR"
For purposes of Code Section 415, the Limitation Year shall be (select one):
|X| (1) the Plan Year.
(2) the twelve consecutive month period ending on the ------ day of the
month of ---------.
J. "NET PROFITS" are (select one):
|X| (1) not necessary for any contribution.
(2) necessary for (select all those applicable):
(a) Profit-Sharing Contributions.
(b) Matching 401(k) Contributions.
(c) Matching Thrift Contributions.
K. "NORMAL RETIREMENT AGE'
Normal Retirement Age shall be (select one):
|X| (1) attainment of age 65 (not more than 65) by the Participant.
(2) attainment of age ------ (not more than 65) by the Participant or the
anniversary (not more than the 5th) of the first day of the Plan Year
in which the Eligible Employee became a Participant, whichever is
later.
(3) attainment of age ------ (not more than 65) by the Participant or the
anniversary (not more than the 5th) of the first day on which the
Eligible Employee performed an Hour of Service, whichever is later.
L. "PARTICIPANT DIRECTED ASSETS" are:
401(K) AND/ OR PROFIT SHARING
THRIFT
|X| |X| (1) permitted.
(2) not permitted.
M. "PLAN YEAR"
The Plan Year shall end on the 31ST day of DECEMBER.
N. "PREDECESSOR SERVICE"
Predecessor service will be credited (select one):
|X| (1) only as required by the Plan.
(2) to include, in addition to the Plan requirements and subject to the
limitations set forth below, service with the following predecessor
employer(s) determined as if such predecessors were the Employer:
Service with such predecessor employer applies [select either or both (a) and/or
(b); (c) is only available in addition to (a) and/or (b)]:
(a) for purposes of eligibility to participate;
(b) for purposes of vesting;
(c) except for the following service:-------------.
O. "VALUATION DATE"
Valuation Date shall mean (select one for each column, as applicable):
401(K) AND/ OR PROFIT SHARING
THRIFT
(1) the last business day of each month.
(2) the last business day of each quarter
within the Plan Year.
(3) the last business day of each semi-annual
period within the Plan Year.
(4) the last business day of the Plan Year.
|X| |X| (5) other: DAILY.
ARTICLE II. PARTICIPATION
PARTICIPATION REQUIREMENTS
An Eligible Employee must meet the following requirements to become a
Participant (select one or more for each column, as applicable):
401(K) AND/ OR PROFIT SHARING
THRIFT
(1) Performance of one Hour of Service.
(2) Attainment of age ----- (maximum 20 1/2)
and completion of (not more than 1/2)
Years of Service. If this item is
selected, no Hours of Service shall be
counted.
|X| |X| (3) Attainment of age 21 (maximum 21) and
completion of 1/2 Year(s) of Service. If
more than one Year of Service is selected,
the immediate 100% vesting schedule must
be selected in Article VII of this
Adoption Agreement.
(4) Attainment of age------ (maximum 21) and
completion of Years of Service. If more
than one Year of Service is selected, the
immediate 100% vesting schedule must be
selected in Article VII of this Adoption
Agreement.
(5) Each Employee who is an Eligible Employee
on ----- will be deemed to have satisfied
the participation requirements on the
effective date without regard to such
Eligible Employee's actual age and/or
service.
ARTICLE III. 401(K) CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. ELECTIVE DEFERRALS
If selected below, a Participant's Elective Deferrals will be (select all
applicable):
|X| (1) a dollar amount or a percentage of Compensation, as specified by the
Participant on his or her 401(k) Election form, which may not exceed
17 % of his or her Compensation.
(2) with respect to bonuses, such dollar amount or percentage as specified
by the Participant on his or her 401(k) Election form with respect to
such bonus.
B. MATCHING 401(K) CONTRIBUTIONS
If selected below, the Employer may make Matching 401(k) Contributions for each
Plan Year (select one):
|X| (1) Discretionary Formula:
Discretionary Matching 401(k) Contribution equal to such a dollar
amount or percentage of Elective Deferrals, as determined by the
Employer, which shall be allocated (select one):
(a) based on the ratio of each Participant's Elective Deferral for
the Plan Year to the total Elective Deferrals of all Participants
for the Plan Year. If inserted, Matching 401(k) Contributions
shall be subject to a maximum amount of $------- for each
Participant or ------% of each Participant's Compensation.
|X| (b) in an amount not to exceed 100% of each Participant's first 100%
of Compensation contributed as Elective Deferrals for the Plan
Year. If any Matching 401(k) Contribution remains, it is
allocated to each such Participant in an amount not to exceed
------% of the next -----% of each Participant's Compensation
contributed as Elective Deferrals for the Plan Year.
Any remaining Matching 401(k) Contribution shall be allocated to each such
Participant in the ratio that such Participant's Elective Deferral for the Plan
Year bears to the total Elective Deferrals of all such Participants for the Plan
Year. If inserted, Matching 401(k),Contributions shall be subject to a maximum
amount of $_______ for each Participant or ________% of each Participant's
Compensation.
(2) Nondiscretionary Formula:
A nondiscretionary Matching 401(k) Contribution for each Plan Year equal to
(select one):
(a) -------% of each Participant's Compensation contributed as
Elective Deferrals. If inserted, Matching 401(k) Contributions
shall be subject to a maximum amount of $------- for each
Participant or -------% of each Participant's Compensation.
(b) -------% of the first -----% of the Participant's Compensation
contributed as Elective Deferrals and -----% of the next -----%
of the Participant's Compensation contributed as Elective
Deferrals. If inserted, Matching 401(k) Contributions shall be
subject to a maximum amount of $----- for each Participant or
-----% of each Participant's Compensation.
C. PARTICIPANTS ELIGIBLE FOR MATCHING 401(K) CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Matching
401(k) Contributions Account (select all those applicable):
|X| (1) Any Participant who makes Elective Deferrals.
(2) Any Participant who satisfies those requirements elected by the
Employer for an allocation to his or her Employer Contributions
Account as provided in Article IV Section C.
(3) Solely with respect to a Plan in which Matching 401(k) Contributions
are made quarterly (or on any other regular interval that is more
frequent than annually) any Participant whose 401(k) Election is in
effect throughout such entire quarter (or other interval).
D. QUALIFIED MATCHING CONTRIBUTIONS
If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Matching
Contributions on behalf of (select one):
(a) all Participants who make Elective Deferrals in that Plan Year.
|X| (b) only those Participants who are Nonhighly Compensated Employees
and who make Elective Deferrals for that Plan Year.
(2) Qualified Matching Contributions will be contributed and allocated to
each Participant in an amount equal to:
(a) ----% of the Participant's Compensation contributed as Elective
Deferrals. If inserted, Qualified Matching Contributions shall
not exceed ----% of the Participant's Compensation.
|X| (b) Such an amount, determined by the Employer, which is needed to
meet the ACP Test.
(3) In its discretion, the Employer may elect to designate all or any part
of Matching 401(k) Contributions as Qualified Matching Contributions
that are taken into account as Elective Deferrals -- included in the
ADP Test and excluded from the ACP Test -- on behalf of (select one):
(a) all Participants who make Elective Deferrals for that Plan Year.
|X| (b) Only Participants who are Nonhighly Compensated Employees who
make Elective Deferrals for that Plan Year.
E. QUALIFIED NONELECTIVE CONTRIBUTIONS
If selected below, the Employer may make Qualified Nonelective Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Nonelective
Contributions on behalf of (select one):
(a) all Eligible Participants.
|X| (b) only Eligible Participants who are Nonhighly Compensated
Employees.
(2) Qualified Nonelective Contributions will be contributed and allocated
to each Eligible Participant in an amount equal to (select one):
(a) ____% (no more than 15%) of the Compensation of each Eligible
Participant eligible to share in the allocation.
|X| (b) Such an amount determined by the Employer, which is needed to
meet either the ADP Test or ACP Test.
(3) At the discretion of the Employer, as needed and taken into account as
Elective Deferrals included in the ADP Test on behalf of (select one):
(a) all Eligible Participants.
|X| (b) only those Eligible Participants who are Nonhighly Compensated
Employees.
F. ELECTIVE DEFERRALS USED IN ACP TEST (select one):
|X| (1) At the discretion of the Employer, Elective Deferrals may be used to
satisfy the ACP Test.
(2) Elective Deferrals may not be used to satisfy the ACP Test.
G. MAKING AND MODIFYING A 401(K) ELECTION
An Eligible Employee shall be entitled to increase, decrease or resume his or
her Elective Deferral percentage with the following frequency during the Plan
Year (select one):
(1) annually.
(2) semiannually.
|X| (3) quarterly.
(4) monthly
(5) other(specify):----------.
Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Elective
Deferrals at any time effective for the payroll period after written notice is
provided to the Administrator.
ARTICLE IV. PROFIT-SHARING CONTRIBUTIONS AND ACCOUNT ALLOCATION
A. PROFIT-SHARING CONTRIBUTIONS
If selected below, the following contributions for each Plan Year will be made:
Contributions to Employer Contributions Accounts (select one):
|X| (a) Such an amount, if any, as determined by the Employer.
(b) ---------% of each Participant's Compensation.
B. ALLOCATION OF CONTRIBUTIONS TO EMPLOYER CONTRIBUTIONS ACCOUNTS (select one):
|X| (1) Non-Integrated Allocation
The Employer Contributions Account of each Participant eligible to
share in the allocation for a Plan Year shall be credited with a
portion of the contribution, plus any forfeitures if forfeitures are
reallocated to Participants, equal to the ratio that the Participant's
Compensation for the Plan Year bears to the Compensation for that Plan
Year of all Participants entitled to share in the contribution.
(2) Integrated Allocation
Contributions to Employer Contributions Accounts with respect to a
Plan Year, plus any forfeitures if forfeitures are reallocated to
Participants, shall be allocated to the Employer Contributions Account
of each eligible Participant as follows:
(a) First, in the ratio that each such eligible Participant's
Compensation for the Plan Year bears to the Compensation for that
Plan Year of all eligible Participants but not in excess of 3% of
each Participant's Compensation.
(b) Second, any remaining contributions and forfeitures will be
allocated in the ratio that each eligible Participant's
Compensation for the Plan Year in excess of the Integration Level
bears to all such Participants' excess Compensation for the Plan
Year but not in excess of 3%.
(c) Third, any remaining contributions and forfeitures will be
allocated in the ratio that the sum of each Participant's
Compensation and Compensation in excess of the Integration Level
bears to the sum of all Participants' Compensation and
Compensation in excess of the Integration Level, but not in
excess of the Maximum Profit-Sharing Disparity Rate (defined
below).
(d) Fourth, any remaining contributions or forfeitures will be
allocated in the ratio that each Participant's Compensation for
that year bears to all Participants' Compensation for that year.
The Maximum Profit-Sharing Disparity Rate is equal to the lesser of:
(a) 2.7% or
(b) The applicable percentage determined in accordance with the
following table:
IF THE INTEGRATION THE APPLICABLE
LEVEL IS (AS A % OF PERCENTAGE IS:
THE TAXABLE WAGE BASE ("TWB")).
20% (or $10,000 if greater) 2.7%
or less of the TWB
More than 20% (but not less than $10,001) but not 1.3%
more than 80% of the TWB
More than 80% but not less 2.4%
than 1 00 % of the TWB
100 % of the TWB 2.7%
C. PARTICIPANTS ELIGIBLE FOR EMPLOYER CONTRIBUTION ALLOCATION
The following Participants shall be eligible for an allocation to their Employer
Contributions Account (select all those applicable):
(1) Any Participant who was employed during the Plan Year.
(2) In the case of a Plan using the hourly record method for determining
Vesting Service, any Participant who was credited with a Year of
Service during the Plan Year.
(3) Any Participant who was employed on the last day of the Plan Year.
(4) Any Participant who was on a leave of absence on the last day of the
Plan Year.
|X| (5) Any Participant who during the Plan Year died or became Disabled while
an Employee or terminated employment after attaining Normal Retirement
Age.
(6) Any Participant who was credited with at least 501 Hours of Service
whether or not employed on the last day of the Plan Year.
|X| (7) Any Participant who was credited with at least 1,000 Hours of Service
and was employed on the last day of the Plan Year.
ARTICLE ▇. ▇▇▇▇▇▇ CONTRIBUTIONS
THIS ARTICLE V IS NOT APPLICABLE
A. EMPLOYEE THRIFT CONTRIBUTIONS
If selected below, Employee Thrift Contributions, which are required for
Matching Thrift Contributions, may be made by a Participant in an amount equal
to (select one):
(1) A dollar amount or a percentage of the Participant's Compensation
which may not be less than -----% nor may not exceed ------% of his or
her Compensation.
(2) An amount not less than ------% of and not more than ---------% of
each Participant's Compensation.
B. MAKING AND MODIFYING AN EMPLOYEE THRIFT CONTRIBUTION ELECTION
A Participant shall be entitled to increase, decrease or resume his or her
Employee Thrift Contribution percentage with the following frequency during the
Plan Year (select one):
(1) annually
(2) semi-annually
(3) quarterly
(4) monthly
(5) other (specify): --------.
Any such increase, decrease or resumption shall be effective as of the first
payroll period coincident with or next following the first day of each period
set forth above. A Participant may completely discontinue making Employee Thrift
Contributions at any time effective for the payroll period after written notice
is provided to the Administrator.
▇. ▇▇▇▇▇▇ MATCHING CONTRIBUTIONS
If selected below, the Employer will make Matching Thrift Contributions for each
Plan Year (select one):
(1) Discretionary Formula:
A discretionary Matching Thrift Contribution equal to such a dollar
amount or percentage as determined by the Employer, which shall be
allocated (select one):
(a) based on the ratio of each Participant's Employee Thrift
Contribution for the Plan Year to the total Employee Thrift
Contributions of all Participants for the Plan Year. If inserted,
Matching Thrift Contributions shall be subject to a maximum
amount of $-------- for each Participant or ------% of each
Participant's Compensation.
(b) in an amount not to exceed ------% of each Participant's first
-----% of Compensation contributed as Employee Thrift
Contributions for the Plan Year. If any Matching Thrift
Contribution remains, it is allocated to each such Participant in
an amount not to exceed ------% of the next --------% of each
Participant's Compensation contributed as Employee Thrift
Contributions for the Plan Year.
Any remaining Matching Thrift Contribution shall be allocated to each such
Participant in the ratio that such Participant's Employee Thrift Contributions
for the Plan Year bears to the total Employee Thrift Contributions of all such
Participants for the Plan Year. If inserted, Matching Thrift Contributions shall
be subject to a maximum amount of $_______ for each Participant or _______% of
each Participant's Compensation.
(2) Nondiscretionary, Formula:
A nondiscretionary Matching Thrift Contribution for each Plan Year
equal to (select one):
(a) -----% of each Participant's Compensation contributed as Employee
Thrift Contributions. If inserted, Matching Thrift Contributions
shall be subject to a maximum amount of $------- for each
Participant or -------% of each Participant's Compensation.
(b) ------% of the first -------% of the Participant's Compensation
contributed as Employee Thrift Contributions and ------% of the
next ------% of the Participant's Compensation contributed as
Employee Thrift Contributions. If inserted, Matching Thrift
Contributions shall be subject to a maximum amount of $--------
for each Participant or ------% of each Participant's
Compensation.
D. QUALIFIED MATCHING CONTRIBUTIONS
If selected below, the Employer may make Qualified Matching Contributions for
each Plan Year (select all those applicable):
(1) In its discretion, the Employer may make Qualified Matching
Contributions on behalf of (select one):
(a) all Participants who make Employee Thrift Contributions.
(b) only those Participants who are Nonhighly Compensated Employees
and who make Employee Thrift Contributions.
(2) Qualified Matching Contributions will be contributed and allocated to
each Participant in an amount equal to:
(a) _____% of the Participant's Employee Thrift Contributions. If
inserted, Qualified Matching Contributions shall not exceed
______% of the Participant's Compensation.
(b) such an amount, determined by the Employer, which is needed to
meet the ACP Test.
ARTICLE VI. PARTICIPANT CONTRIBUTIONS
PARTICIPANT VOLUNTARY NONDEDUCTIBLE CONTRIBUTIONS
Participant Voluntary Nondeductible Contributions are (select one):
(a) permitted.
|X| (b) not permitted.
ARTICLE VII. VESTING
A. EMPLOYER CONTRIBUTION ACCOUNTS
(1) A Participant shall have a vested percentage in his or her Profit-Sharing
Contributions, Matching 401(k) Contributions and/or Matching Thrift
Contributions, if applicable, in accordance with the following schedule
(Select one):
401(K) AND/ OR PROFIT SHARING
THRIFT CONTRIBUTION
CONTRIBUTION
(a) 100% vesting immediately upon
participation.
(b) 100% after -------- (not more than 5)
years of Vesting Service.
|X| |X| (c) Graded vesting schedule:
20% 20% after 1 year of Vesting Service;
40% 40% after 2 years of Vesting Service;
60% 60% (not less than 20%) after 3 years of
Vesting Service;
80% 80% (not less than 40%) after 4 years of
Vesting Service;
100% 100% (not less than 60%) after 5 years of
Vesting Service;
100% 100% (not less than 80%) after 6 years of
Vesting Service;
100% after 7 years of Vesting Service.
(2) Top Heavy Plan
401(K) AND/ OR PROFIT SHARING
THRIFT CONTRIBUTION
CONTRIBUTION
Vesting Schedule (Select one):
(a) 100% vesting immediately upon
participation.
(b) 100% after --------- (not more than 3
years of Vesting Service.
|X| |X| (c) Graded vesting schedule:
20% 20% after 1 year of Vesting Service;
40% 40% (not less than 20%) after 2 years of
Vesting Service;
60% 60% (not less than 40%) after 3 years of
Vesting Service;
80% 80% (not less than 60%) after 4 years of
Vesting Service;
100% 100% (not less than 80%) after 5 years of
Vesting Service;
100% after 6 years of Vesting Service.
Top Heavy Ratio:
(a) If the adopting Employer maintains or has ever maintained a qualified
defined benefit plan, for purposes of establishing present value to
compute the top-heavy ratio, any benefit shall be discounted only for
mortality and interest based on the following:
Interest Rate: 8 %
---------
Mortality Table: UP '84
---------
(b) For purposes of computing the top-heavy ratio, the valuation date
shall be the last business day of each Plan Year.
B. ALLOCATION OF FORFEITURES
Forfeitures shall be (select one from each applicable column):
MATCHING 401(K) PROFIT-SHARING
AND/ OR THRIFT CONTRIBUTIONS
CONTRIBUTION
|X| (1) used to reduce Employer contributions for
succeeding Plan Year.
|X| (2) allocated in the succeeding Plan Year in
the ratio which the Compensation of each
Participant for the Plan Year bears to the
total Compensation of all Participants
entitled to share in the Contributions. If
the Plan is integrated with Social
Security, forfeitures shall be allocated
in accordance with the formula elected by
the Employer.
C. VESTING SERVICE
For purposes of determining Years of Service for Vesting Service [select (1) or
(2) and/or (3)1:
|X| (1) All Years of Service shall be included.
(2) Years of Service before the Participant attained age 18 shall be
excluded, (3) Service with the Employer prior to the effective date of
the Plan shall be excluded.
ARTICLE VIII. DEFERRAL OF BENEFIT DISTRIBUTIONS,
IN-SERVICE WITHDRAWALS AND LOANS
A. DEFERRAL OF BENEFIT DISTRIBUTIONS
401(K) AND/ OR PROFIT SHARING
THRIFT
If this item is checked, a Participant's
vested benefit in his or her Employer
Accounts shall be payable as soon as
practicable after the earlier of: (1) the
date the Participant terminates Employment
due to Disability or (2) the end of the Plan
Year in which a terminated Participant
attains Early Retirement Age, if applicable,
or Normal Retirement Age.
B. IN-SERVICE DISTRIBUTIONS
|X| (1) In-service distributions may be made from any of the Participant's
vested Accounts, at any time upon or after the occurrence of the
following events (select all applicable):
|X| (a) a Participant's attainment of age 59-1/ 2.
|X| (b) due to hardships as defined in Section 5.9 of the Plan.
(2) In-service distributions are not permitted.
C. LOANS ARE:
401(K) AND/ OR PROFIT SHARING
THRIFT
|X| |X| (1) permitted.
(2) not permitted.
ARTICLE IX. GROUP TRUST
If this item is checked, the Employer elects to establish a Group Trust
consisting of such Plan assets as shall from time to time be transferred to the
Trustee pursuant to Article X of the Plan. The Trust Fund shall be a Group Trust
consisting of assets of this Plan plus assets of the following plans of the
Employer or of an Affiliate:
ARTICLE X. MISCELLANEOUS
A. IDENTIFICATION OF SPONSOR
The address and telephone number of the Sponsor's authorized representative is
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇. This
authorized representative can answer inquiries regarding the adoption of the
Plan, the intended meaning of any Plan provisions, and the effect of the opinion
letter.
The Sponsor will inform the adopting Employer of any amendments made to the Plan
or the discontinuance or abandonment of the Plan.
B. PLAN REGISTRATION
1. Initial Registration
This Plan must be registered with the Sponsor, ▇▇▇▇▇▇▇ Lynch, Pierce,
▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, in order to be considered a Prototype Plan by
the Sponsor. Registration is required so that the Sponsor is able to
provide the Administrator with documents, forms and announcements relating
to the administration of the Plan and with Plan amendments and other
documents, all of which relate to administering the Plan in accordance with
applicable law and maintaining compliance of the Plan with the law.
The Employer must complete and sign the Adoption Agreement. Upon receipt of
the Adoption Agreement, the Plan will be registered as a Prototype Plan of
Merrill, Lynch, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated. The Adoption Agreement
will be countersigned by an authorized representative and a copy of the
countersigned Adoption Agreement will be returned to the Employer.
2. Registration Renewal
Annual registration renewal is required in order for the Employer to
continue to receive any and all necessary updating documents. There is an
annual registration renewal fee in the amount set forth with the initial
registration material. The adopting Employer authorizes ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, to debit the account established for
the Plan for payment of agreed upon annual fee; provided, however, if the
assets of an account are invested solely in Participant-Directed Assets, a
notice for this annual fee will be sent to the Employer annually. The
Sponsor reserves the right to change this fee from time to time and will
provide written notice in advance of any change.
C. PROTOTYPE REPLACEMENT PLAN
This Adoption Agreement is a replacement prototype plan for the (1) ▇▇▇▇▇▇▇
▇▇▇▇▇ Special Prototype Defined Contribution Plan and Trust - 401(k) Plan
#03-004 and (2) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Asset Management, Inc., Special Prototype Defined
Contribution Plan and Trust - 401(k) Plan Adoption Agreement #03-004.
D. RELIANCE
The 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 Code Section 401. In order to obtain reliance, the Employer must apply to
the appropriate Key District Director of the Internal Revenue Service for a
determination letter with respect to the Plan.
EMPLOYER'S SIGNATURE
Name of Employer: Seitel, Inc.
-------------------------
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Authorized Signature
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Print Name
CFO, Sr. V.P. Finance
-------------------------
Title
Dated: February 3, 1998
----------------
TO BE COMPLETED BY ▇▇▇▇▇▇▇ ▇▇▇▇▇:
Sponsor Acceptance.
Subject to the terms and conditions of the Prototype Plan and this Adoption
Agreement, this Adoption Agreement is accepted by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇
& ▇▇▇▇▇ Incorporated as the Prototype Sponsor.
Authorized Signature: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
--------------------
TRUSTEE(S) SIGNATURE
This Trustee Acceptance is to be completed only if the Employer appoints one or
more Trustees and does not appoint a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust Company as Trustee.
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
AS TRUSTEE:
-------------------------------------- -------------------------------------
(Signature) (print or type name)
-------------------------------------- -------------------------------------
(Signature) (print or type name)
-------------------------------------- -------------------------------------
(Signature) (print or type name)
-------------------------------------- -------------------------------------
(Signature) (print or type name)
Dated:_______________, 19______
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST COMPANIES AS TRUSTEE
This Trustee Acceptance and designation of Investment Committee are to be
completed only when a ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust Company is appointed as Trustee.
TO BE COMPLETED BY THE EMPLOYER:
DESIGNATION OF INVESTMENT COMMITTEE
The Investment Committee for the Plan is (print or type names):
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
-------------------------
TO BE COMPLETED BY ▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST COMPANY:
ACCEPTANCE BY TRUSTEE:
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment as Trustee under the Plan. If the Employer has elected a Group Trust
in this Adoption Agreement, the undersigned Trustee(s) shall be the Trustee(s)
of the Group Trust.
SEAL MERRILL ▇▇▇▇▇ TRUST COMPANY [of Texas]
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Dated: 2/6, 1998
THE ▇▇▇▇▇▇▇ ▇▇▇▇▇ TRUST COMPANIES AS ONE OF THE TRUSTEES
This Trustee Acceptance is to be completed only if, in addition to a ▇▇▇▇▇▇▇
▇▇▇▇▇ Trust Companies as Trustee, the Employer appoints an additional Trustee of
a second trust fund.
The undersigned hereby accept all of the terms, conditions, and obligations of
appointment, as Trustee under the Plan. If the Employer has elected a Group
Trust in this Adoption Agreement, the undersigned Trustee(s) shall be the
Trustee(s) of the Group Trust.
AS TRUSTEE
---------------------------------- -------------------------------------
(Signature) (print or type name)
Dated: , 19
------ ---
SEAL MERRILL ▇▇▇▇▇ TRUST COMPANY [ ]
--------------
By:
------------------------
Dated: , 19
------ ---
DESIGNATION OF INVESTMENT COMMITTEE
The Investment Committee for the Plan is (print or type names):
Name:
-------------------------------
Name:
-------------------------------
Name:
-------------------------------
Name:
-------------------------------