1
Exhibit 10.29
08/03/94 Basic Plan Document # 05
Plan #002
IRS Letter Serial No.: __________
PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST
SECTION 401(k) PROFIT SHARING PLAN
(NONSTANDARDIZED)
ADOPTION AGREEMENT(1)
The Employer (2), designated below, hereby establishes a profit-sharing plan
(optionally including a cash or deferred arrangement (as defined in Section
401(k) of the Internal Revenue Code)) for all Eligible Employees as defined in
this Adoption Agreement pursuant to the terms of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT # 05.
A. EMPLOYER INFORMATION:
1. NAME: Argo-Tech Corporation
------------------------------------------------------------------------
2. ADDRESS: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------------------------------------------
3. ADDRESS: Cleveland, Ohio 44117
------------------------------------------------------------------------
4. ATTENTION: ▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
--------------------------------------- ---------------------
5. EMPLOYER TAXPAYER IDENTIFICATION NUMBER(3): ▇▇-▇▇▇▇▇▇▇
----------------------------------------------
B. BASIC PLAN PROVISIONS:
1. PLAN NAME (SELECT ONE):
a. ______ This plan is established effective
______________, 19____, (the "Effective
Date") as a profit sharing plan and trust
(optionally with a "cash or deferred
arrangement" as defined in Code Section
401(k)) to be known as _____________________
------------------------
(1) Footnotes in this Adoption Agreement are not to be construed as part
of the Plan provisions but are explanatory only. To the extent a
footnote is inconsistent with the provisions of the Basic Plan
Document or applicable law, the provisions of the Plan shall be
construed in conformity with the Basic Plan Document or law.
(2) Terms that are capitalized are defined in the PRISM(R)PROTOTYPE
RETIREMENT PLAN & TRUST BASIC PLAN DOCUMENT.
(3) The Plan will have an individual TIN, distinct from the Employer TIN.
2
Plan and Trust (the "Plan") in the form of
the [PRISM(R) PROTOTYPE RETIREMENT PLAN &
TRUST].
b. X This plan is an amendment and restatement
--- in the form of the PRISM(R) PROTOTYPE
RETIREMENT PLAN & TRUST, effective November
1, 1994, (the "Effective Date") of the
Argo-Tech Employee Savings Plan and Trust
(the "Plan"), originally effective as of May
1, 1987 (the "Original Effective Date").
2. EMPLOYER'S THREE DIGIT PLAN NUMBER: 003
-----------
3. COMMITTEE MEMBERS(4):
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
-------------------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
-------------------------------------------------------
-------------------------------------------------------
4. DEFINITIONS:
A. COMPENSATION for allocation purposes:
Compensation shall mean the entire amount of compensation paid
in cash (or would have been paid but for the provisions of the
Plan) to such Participant by reason of his employment as an
Employee, as modified below:
i Will be determined over the following
applicable period (select only one):
(a) X the Plan Year
(b) _____ the period of Plan participation
during the Plan Year
(c) _____ a consecutive 12 month period
commencing on _________ and ending with,
or within, the Plan Year.
ii X If selected, Compensation will
---- include Employer contributions made
pursuant to a Salary Reduction
Agreement, or other arrangement,
which are not includible in the
gross income of the Employee under
Sections 125, 402(a)(8), 402(h) or
403(b) of the Internal Revenue Code.
iii Shall NOT include (select as many as
desired):
(a) _____ Bonuses
----------------------
(4) Committee members direct the day to day operation of the Plan.
Committee members serve at the pleasure of the Employer. See Section
11.4 for changes in Committee membership. If no Committee members are
specified, the Employer shall assume responsibility for the operations
of the Plan.
2
3
(b) _____ Commissions
(c) _____ Taxable fringe benefits identified
below:
---------------------------------
---------------------------------
---------------------------------
(d) X Other items of remuneration
----- identified below: Any imputed
income, any supplemental
unemployment benefit payments,
any payments under plans imposed
by governments other than the
United States, any payments made
for transportation, any special
allowances, or any adjustments
to cover conditions or
circumstances peculiar to
service in foreign countries.
IV Shall be limited to $_______________, which
shall be the maximum amount of compensation
considered for plan allocation purposes (but
not for testing purposes), and may not be an
amount in excess of the Internal Revenue
Code Section 401(a)(17) limit in effect
for the Plan Year (5). If no amount is
specified, Compensation shall be limited
to the Internal Revenue Code Section
401(a)(17) amount, as adjusted by the
Secretary of the Treasury from time to time.
b. EARLY RETIREMENT DATE:
i X is not applicable to this Plan
-----
ii _____ is the latter of the date on
which the Participant attains age
______________ (not less than 55)
and the date on which the
Participant completes ___________
Years of Service.
c. HOUR OF SERVICE shall be determined on the basis of
the method selected below. Only one method may be
selected. The method shall be applied to all
Employees covered under the Plan as follows (select
only one):
i X On the basis of actual hours for which
----- an Employee is paid, or entitled to
be paid.
ii _____ On the basis of days worked.
An Employee shall be credited with
ten (10) Hours of Service if under
Section 1.1(U) of the Plan such
Employee would be credited with at
least one (1) Hour of Service during
the day.
iii _____ On the basis of weeks worked.
An Employee shall be credited with
forty-five (45) Hours of Service if
under Section 1.1(U) of the
------------------------------
(5) If no amount is specified, the maximum amount of Compensation allowed
under Code Section 401(a)(17) (the "$150,000 limit" ("$200,000 limit"
prior to the Plan Year beginning before January 1, 1994)), as
adjusted from time to time, shall be used.
3
4
Plan such Employee would be credited
with at least one (1) Hour of
Service during the week.
iv _____ On the basis of semi-monthly
payroll periods. An Employee shall
be credited with ninety-five (95)
Hours of Service if under Section
1.1(U) of the Plan such Employee
would be credited with at least
one (1) Hour of Service during the
semi-monthly payroll period.
v _____ On the basis of months worked.
An Employee shall be credited with
one hundred ninety (190) Hours of
Service if under Section 1.1(U) of
the Plan such Employee would be
credited with at least one (1) Hour
of Service during the month.
d. LIMITATION YEAR shall mean the 12 month period
commencing on November 1 and ending on October 31.
e. NORMAL RETIREMENT DATE for each Participant shall mean
(select one):
i X the date the Participant attains
age: 55 (not to exceed 65)
-----
ii _____ the latter of the date the
Participant attains age (not to
exceed 65) or the _________________
(not to exceed 5th) anniversary of
the participation commencement date.
If for the Plan Years beginning
before January 1, 1988, Normal
Retirement Date was determined with
reference to the anniversary of the
participation commencement date
(more than 5 but not to exceed 10
years), the anniversary date for
Participants who first commenced
participation under the Plan before
the first Plan Year beginning on or
after January 1, 1988 shall be the
earlier of (A) the tenth anniversary
of the date the Participant
commenced participation in the Plan
(or such anniversary as had been
elected by the employer, if less
than 10) or (B) the fifth
anniversary of the first day of the
first Plan Year beginning on or
after January 1, 1988.
Notwithstanding any other provisions
of the Plan, the participant
commencement date is the first day
of the first Plan Year in which the
Participant commenced participation
in the Plan.
f. PERMITTED DISPARITY LEVEL, for purposes of allocating
Employer Contributions, shall mean (select only one):
i X Not applicable - the Plan does not
use permitted disparity.
------
ii _____ The maximum earnings considered as
wages for purposes of
Internal Revenue Code Section
3121(a).
iii _____ ________% (not greater than
100%) of the maximum earnings
considered as wages for purposes of
Internal Revenue Code Section
3121(a) (plus $1).
4
5
iv _____ $__________, provided that the
amount does not exceed the maximum
earnings considered as wages for
purposes of Internal Revenue Code
Section 3121(a).
g. PLAN YEAR shall mean (select and complete only one of the
following):
i X the 12-consecutive month period
------ which coincides with the Limitation
Year. The first Plan Year shall be
the period commencing on the
Effective Date and ending on the
last day of the Limitation Year.
ii _____ the 12-consecutive month
period commencing on ___________,
19___, and each annual anniversary
thereof.
iii _____ the calendar year (January 1 through
December 31).
h. QUALIFIED DISTRIBUTION DATE, for purposes of making
distributions under the provisions of a Qualified
Domestic Relations Order (as defined in Internal Revenue
Code Section 414(p)), ______ SHALL X SHALL NOT be the
date the order is determined to be qualified. If SHALL
is selected, the Alternate Payee will be entitled to an
immediate distribution of benefits as directed by the
Qualified Domestic Relations Order. If SHALL NOT is
selected, the Alternate Payee may only take a
distribution on the earliest date that the Participant is
entitled to a distribution.
i. SPOUSE:
_____ If selected, Spouse shall mean only
that person who has actually been
the Participant's spouse for at
least one year.
j. YEAR OF SERVICE shall mean:
i For ELIGIBILITY purposes (select one of the
following):
(a) _____ the 12 consecutive
months during which an
Employee is credited with
_______ (not more than
1000) Hours of Service.
(b) X a Period of Service
----- (using the elapsed time
method of counting Service,
as described in Section
1.1(N)(3) of the Plan).
ii For ALLOCATION accrual purposes (select one
of the following):
N/A
(a) _____ the 12 consecutive
months during which an
Employee is credited with
________ (not more than
1000) Hours of Service.
5
6
(b) _____ a Period of Service
(using the elapsed time
method of counting Service,
as described in Section
1.1(N)(3) of the Plan).
iii For VESTING service purposes (select one of
the following):
N/A
(a) _____ the 12 consecutive
months during which an
Employee is credited with
________ (not more than
1000) Hours of Service.
(b) _____ a Period of Service
(using the elapsed time
method of counting Service,
as described in Section
1.1(N)(3) of the Plan).
iv For purpose of computing Years of Service in
plans where Year of Service is defined in
terms of Hours of Service), the consecutive
12 month period shall be:
(a) For ELIGIBILITY purposes, the first
Year of Service shall be computed
using the 12 month period commencing
on the Employee's date of hire and
ending on the first annual
anniversary of the Employee's date
of hire (the "Initial Computation
Period"). In the event an employee
does not complete an eligibility
Year of Service during this initial
computation period, the computation
period shall be (select only one):
(1) _____ the period commencing
on each annual
anniversary of the
Employee's date of
hire and ending on
the next annual
anniversary of the
Employee's date of
hire.
(2) _____ the Plan Year,
commencing with the
Plan Year in which
the Initial
Computation Period
ends.
(b) For VESTING purposes, Years of
Service shall be computed on the
basis of:
(1) _____ the period
commencing on each
annual anniversary
of the Employee's
date of hire and
ending on the next
annual anniversary
of the Employee's
date of hire. (2)
_____ the Plan Year,
commencing with the
first Plan Year an
Employee completes
an Hour of Service.
(c) For ALLOCATION accrual purposes,
Year of Service shall be computed on
the basis of the Plan Year.
6
7
v _____ For ELIGIBILITY purposes, Years of
Service with the following
Predecessor Employers shall count
in fulfilling the eligibility
requirements for this Plan:
_________________________________
_________________________________
vi _____ For VESTING purposes, Years of
Service with the following
Predecessor Employers shall count
for purposes of determining the
nonforfeitable amount of a
Participant's account:
_________________________________
_________________________________
_________________________________
5. COVERAGE:
This Plan is extended by the Employer to the following
Employees who have met the eligibility requirements (select as
many as appropriate):
i _____ All Employees
ii _____ Salaried Employees
iii _____ Sales Employees
iv _____ Hourly Employees
v _____ Leased Employees
vi _____ All Employees except (select as
applicable):
(a) _____ those who are
members of a unit of
Employees covered by
a collective
bargaining agreement
where retirement
benefits were a
subject of good
faith negotiations.
(b) _____ those who are
nonresident aliens
(within the meaning
of Internal Revenue
Code Section
7701(b)(1)(B)) and
who receive no
earned income
(within the meaning
of Internal Revenue
Code Section
711(d) (3)) from
the Employer which
constitutes income
from sources within
the United States
(within the meaning
of Internal Revenue
Code Section
761(a)(3)).
vii _____ Union Employees (who are
members of the following unions or
union affiliates:
_________________________________
_________________________________
_________________________________
viii X Other Employees, described as
--- follows:
All salaried Employees, who are
regular, permanent, salaried
Employees of an Employer as
designated as such in accordance
7
8
with the policy of the Employer, but
not including any such Employees who
are covered by a collective
bargaining agreement unless such
agreement or the Plan specifically
provides for coverage by the Plan,
or any Employee who is a Leased
Employee within the meaning of Code
Section 414.
6. ELIGIBILITY:
An Employee covered by the Plan may become a Participant upon
completion of the following eligibility requirements:
a. SERVICE(6):
i _____ There shall be no minimum service
requirement for an Employee
to become a Participant.
ii X The Employee must complete 3
[Years/]Months of Service (not
------ more than 2 years) to be a
Participant for purposes of
receiving allocations of
Employer Profit Sharing
Contributions.
b. AGE:
i X There shall be no minimum age
----- requirement for an Employee to
become a Participant.
ii _____ The Employee must attain age ______
(not more than 21) to be
a Participant in the Plan.
c. WAIVER OF AGE AND SERVICE REQUIREMENTS:
i _____ Notwithstanding the provisions
of Items B(6)(a) and (b), Employees
who have not satisfied the age and
service requirements, but would
otherwise be eligible to participate
in the plan, shall be eligible to
participate on the Effective Date.
ii _____ For new Plans, notwithstanding
the provisions of Items B(6)(a) and
(b), Employees who have not
satisfied the age and service
requirements, but would otherwise be
eligible to participate in the plan,
shall be eligible to participate on
the Effective Date.
d. ENTRY DATES:
Upon completion of the eligibility requirements, an
Employee shall commence participation in the Plan
(select only one):
----------------------------------
(6) If a fractional year is elected, the elapsed time method of computing
service shall be used for the fractional year. Eligibility provisions for
optional cash or deferred arrangements are contained in Item C of this
Adoption Agreement.
Language indicated as being shown by strike out in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
8
9
i _____ As soon as practicable under
the payroll practices utilized by
the Employer, and consistently
applied to all Employees(7).
ii _____ As of the first day of the
month following the completion of
the eligibility requirements.
iii X As of the earliest of the first
------ day of the Plan Year, fourth,
seventh or tenth month of the Plan
Year next following completion of
the eligibility requirements.
iv _____ As of the earliest of the
first day of the Plan Year or
seventh month of the Plan Year next
following completion of the
eligibility requirements.
v _____ As of the first day of the
Plan Year next following completion
of the eligibility requirements (may
only be selected if the eligibility
year of service requirement is 6
months or less).
7. VESTING:
N/A
a. The percentage of a Participant's Employer
Contribution Account (attributable to Employer Profit
Sharing Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be: (8)
COMPLETED YEARS OF SERVICE
1 2 3 4 5 6 7
------ ------- ------- ------- ------- ------- ----
i _____ ____ 100%
----
ii _____ ____ ____ 100%
----
iii _____ ____ 20% 40% 60% 80% 100%
----- ---- ---- ---- ----
iv _____ ____ ____ 20% 40% 60% 80% 100%
---- ---- ---- ----- ----
v _____ 10% 20% 30% 40% 60% 80% 100%
----- ----- ---- ---- ---- ---- ----
vi _____ ____ ____ ____ ____ 100%
----
vii _____ ____ ____ ____ ____ ____ ____ 100%
----
viii _____ Full and immediate vesting upon entry into the Plan (9)
Notwithstanding anything to the contrary in
the Plan, the amount inserted in the blanks
above shall not exceed the limits specified
in Code Section 411(a)(2).
---------------------------------
(7) Notwithstanding the foregoing, an Employee who has met the eligibility
requirements may not enter the Plan later than six months following the
date on which the Employee first completes the eligibility requirements.
(8) Notwithstanding the selection made in this Item B(7)(a), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or becomes Disabled while in the employ of the Employer.
(9) If more than one Year of Service is an eligibility requirement, Item viii
must be selected.
9
10
b. For purposes of computing a Participant's vested
account balance, Years of Service for vesting
purposes _____ SHALL ____ SHALL NOT include Years of
Service before the Employer maintained this Plan or
any predecessor plan, and _____SHALL ______SHALL NOT
include Years of Service before the Employee attained
age 18.
c. Notwithstanding the provisions of this Item B(7)(c)
of the Adoption Agreement, a Participant shall become
fully vested in his Participant's Employer
Contribution if(10):
i _____ the Participant's job is
eliminated without the Participant
being offered a comparable position
elsewhere with the Employer.
ii _____ for such other reason as is
described below:
8. EMPLOYER PROFIT SHARING CONTRIBUTIONS:
N/A
a. CONTRIBUTIONS:
i _____ In its discretion, the Employer may
contribute Employer Profit Sharing
Contributions to the Plan.
ii _____ The Employer shall contribute
Employer Profit Sharing
Contributions to the Plan in the
amount of ______% of the
Compensation of all Eligible
Participants under the Plan.
iii _____ If selected, the Employer may
make Employer Profit Sharing
Contributions without regard to
current or accumulated Net Profits
of the Employer for the taxable year
ending with, or within the Plan
Year.
iv _____ If selected, the Employer may
designate all or any part of the
Employer Profit Sharing
Contributions as Qualified
Nonelective Contributions, provided,
however, that contributions so
designated will be subject to the
same vesting, distribution, and
withdrawal restrictions as Before
Tax Contributions. (11)
b. ALLOCATIONS:
Employer Profit Sharing Contributions shall be
allocated to the accounts of eligible Participants
according to the following selected allocation
formula:
---------------------------------------
(10) The provisions of this section will be administered by the Employer on a
consistent and nondiscriminatory basis.
(11) Amounts designated as Qualified Nonelective Contributions will be allocated
pursuant toss. 3.1(A)(14) of the Basic Plan Document.
10
11
i _____ The Employer Profit Sharing
Contributions shall be allocated to
each eligible Participant's account
in the ratio which the Participant's
Compensation bears to the
Compensation of all eligible
Participants. Employer Profit
Sharing Plan Contributions, shall be
allocated to the accounts of
Participants who have completed a
Year of Service(12) (select one):
(a) _____ as of the last day
of the month
preceding the month
in which the
contribution was
made.
(b) _____ as of the last day
of the Plan quarter
preceding the
quarter in which the
contribution was
made.
(c) _____ as of the last day
of the Plan Year.
ii _____ The Employer Profit Sharing
Contributions shall be allocated in
accordance with the following
formula:
(a) If the Plan is Top-Heavy,
the contribution shall be
first credited to each
eligible Participant's
Account in the ratio which
the Participant's
Compensation bears to the
total Compensation of all
eligible Participants, up
to 3% of each Participant's
Compensation.
(b) If the Plan is Top-Heavy,
any Employer Profit
Sharing Contribution
remaining after the
allocation in (a) above
shall be credited to each
eligible Participant's
account in the ratio which
the Participant's Excess
Compensation(13) bears to
the total Excess
Compensation of all
eligible Participants, up
to 3% of each eligible
Participant's Excess
Compensation.
(c) Any contributions remaining
after the allocation in
(b) above shall be
credited to each eligible
Participant's account in
the ratio which the sum of
the Participant's total
Compensation and Excess
Compensation bears to the
sum of the total
Compensation and Excess
Compensation of all
eligible Participants, up
to an amount equal to the
maximum Excess
Percentage(14) times
------------------------
(12) In the event contributions are allocated on a basis other than a full plan
year, the Year of Service shall be based on the elapsed time method of
calculation, and a Participant shall be deemed to have completed an
appropriate Period of Service for allocation purposes if the Participant
has completed a pro-rata Period of Service corresponding to the interval on
which contributions are allocated.
(13) Excess Compensation means a Participant's Compensation in excess of the
Permitted Disparity Level specified in the Definitions section of this
Adoption Agreement.
(14) The maximum Excess Percentage shall be the greater of (i) the percentage
rate of tax under Internal Revenue Code Section 3111(a) (as in effect as
of the beginning of the Plan Year) which is attributable to the old
age insurance portion of the Old Age, Survivor and Disability Insurance
provisions of the Social Security
(continued...)
11
12
the sum of the
Participant's Compensation
and Excess Compensation. If
the Plan is Top-Heavy, the
maximum Excess Percentage
is ________% (insert
percentage). If the Plan is
not Top-Heavy, the maximum
Excess Percentage is
_______% (insert
percentage, which shall not
exceed the prior Excess
Percentage limitation
specified by more than 3).
(d) Any remaining Employer
Profit Sharing Contribution
shall be allocated among
eligible Participants'
accounts in the ratio which
the Participant's
Compensation bears to the
total Compensation of all
Participants.
iii _____ If selected, and the Employer
has elected to allocate Employer
Profit Sharing Plan Contributions as
of the last day of the Plan Year, a
Participant must be employed by the
Employer on the last day of the Plan
Year in order to receive an
allocation.(15)
iv _____ A Participant who terminates
before the end of the period for
which contributions are allocated
shall share in the allocation of
Employer Profit Sharing
Contributions if termination of
employment was the result of (select
all that apply):
(a) _____ retirement
(b) _____ disability
(c) _____ death
(d) _____ other, as specified
below:
9. ROLLOVER & TRANSFER CONTRIBUTIONS (SELECT ONE):
a. X Subject to policies, applied in a
------ consistent and nondiscriminatory manner,
adopted by the Committee, each Employee, who
would otherwise be eligible to participate
in the Plan except that such Employee
--------
(14) (...continued)
Act; or (ii) 5.7%, subject to the following limitations:
(i) If the Permitted Disparity Level is less than or equal to 80% of the
maximum earnings considered wages under Internal Revenue Code Section
3121(a) in effect on the first day of the Plan Year (the "Wage Base"),
but is greater than the greater of $10,000 or 20% of the Wage Base,
the maximum Excess Percentage shall be 4.3%;
(ii) If the Permitted Disparity Level is less than the Wage Base, but more
than 80% of the Wage Base, the maximum Excess Percentage shall be
5.4%.
(15) This option shall only be effective if Item 8(b)(i)(c) has been selected.
Even if this Item is selected, the provisions of Section 4.8 of the Basic
Plan Document may supersede this requirement if necessary to satisfy Code
Sections 401(a)(26) and 410(b).
12
13
has not yet met the eligibility
requirements, and each Participant may make
a Rollover Contribution as described in
Internal Revenue Code Sections 402(a)(5),
403(a)(4) or 408(d)(3).
b. _____ Subject to policies, applied in a
consistent and nondiscriminatory manner,
adopted by the Committee, each Participant
may make a Rollover Contribution as
described in Internal Revenue Code Sections
402(a)(5), 403(a)(4) or 408(d)(3).
c. _____ No Employee shall make Rollover
Contributions to the
Plan.
10. DISTRIBUTIONS:
a. DISTRIBUTIONS UPON SEPARATION FROM SERVICE:
The Normal Form of Benefit under the Plan shall be a
single lump sum distribution, made X (if selected) as
soon as administratively practical after receipt of a
distribution request from a Participant entitled to a
distribution or _______ (if selected) upon the
Participant's attainment of the Plan's Early
Retirement Date or the Plan's Normal Retirement Date,
whichever is earlier.
In addition to the Normal Form of Benefit, the
Participant shall be entitled to select from among
the following optional forms of benefit specified by
the employer (select as many as apply):
i _____ Installment payments
ii _____ Such other forms as may be specified below:
-----------------------------------
-----------------------------------
-----------------------------------
b. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE
APPROPRIATE):
i _____ There shall be no in-service
distribution of Participant account
balances derived from Employer
Profit Sharing Contributions.
ii _____ Participants may request an
in-service distribution of their
account balance attributable to
Employer Profit Sharing
Contributions, for the following
reasons:
(a) _____ For purposes
of satisfying a
financial hardship,
as determined in
accordance with the
uniform
nondiscriminatory
policy of the
Committee;
(b) _____ Attainment of age
59 1/2 by the
Participant; or
(c) _____ Attainment of the
Plan's Normal
Retirement Date by
the Participant.
13
14
11. FORFEITURES:
a. Forfeitures of amounts attributable to Employer
Profit Sharing Contributions shall be reallocated as
of:
i _____ the last day of the Plan Year in
which the Forfeiture occurred.
ii _____ the last day of the Plan Year
following the Plan Year in which
the Forfeiture occurred.
iii _____ the last day of the Plan Year
in which the Participant suffering
the Forfeiture has incurred five
consecutive One Year Breaks in
Service.
b. Forfeitures of Employer Profit Sharing Contributions
shall be reallocated as follows:
i _____ Not applicable as Employer Profit
Sharing Contributions are always
100% vested and nonforfeitable.
ii _____ Used first to pay the expenses of
administering the Plan, and then
allocated pursuant to one of the
following two options(16):
iii _____ Forfeitures shall be allocated to
Participant's accounts in the same
manner as Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified
Nonelective Contributions or
Qualified Matching Contributions,
in the discretion of the Employer,
for the year in which the
Forfeiture arose.
iv _____ Forfeitures shall be applied to
reduce the Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified
Nonelective Contributions or
Qualified Matching Contributions,
in the discretion of the Employer,
for the Plan Year following the
Plan Year in which the Forfeiture
arose.
12. LIMITATIONS ON ALLOCATIONS:
If the Employer maintains or ever maintained another qualified
retirement plan in which any Participant in this Plan is (or
was) a participant, or could possibly become a participant,
the Employer must complete the following:
a. If the Participant is covered under another qualified
defined contribution plan maintained by the Employer
other than a Master or Prototype Plan:
i _____ The provisions of this Plan shall
apply as if the other plan were
a Master or Prototype plan; or,
--------
(16) If this option is selected, iii or iv must be selected to reallocate
Forfeitures of Employer Profit Sharing Contributions remaining after
expenses of administering the Plan have been paid.
14
15
ii X The following provisions will be
----- effective to limit the total Annual
Additions to the Maximum Permissible
Amount, and will properly reduce any
Excess Amounts, in a manner that
precludes Employer discretion:
See attached addendum
b. If the Participant is or ever has been a participant
in a qualified defined benefit plan maintained by the
Employer, the following provisions will be effective
to satisfy the 1.0 limitation of Internal Revenue
Code Section 415(e), in a manner that precludes
Employer discretion:
See attached addendum
----------------------------------------------------
----------------------------------------------------
----------------------------------------------------
13. INTERNAL REVENUE CODE SECTION 411(d)(6) PROTECTED BENEFITS:
X If selected, the Employer is attaching to this
--- Adoption Agreement a list of Internal Revenue Code
Section 411(d)(6) Protected Benefits from a prior
plan that this Plan amends, that will be protected
in this Plan, specifying the means, where
appropriate, of preserving those benefits.
14. TOP-HEAVY PLAN PROVISIONS:
For each Plan Year in which the Plan is a Top-Heavy Plan the
following provisions will apply:
a. The percentage of a Participant's Employer
Contribution Account to be vested in him upon
termination of employment prior to retirement shall
be:
i _____ a percentage determined in
accordance with the following
schedule:
YEARS OF SERVICE PERCENTAGE
---------------- ----------
Less than two 0
Two but less than three 20
Three but less than four 40
Four but less than five 60
Five but less than six 80
Six or more 100;
ii _____ 100% vesting after ________
(not to exceed 3) Years of Service;
provided, however, that Years of
Service may not exceed two (2) if
the service requirement for
eligibility exceeds 1 year; or
15
16
iii X computed in accordance with the
----- vesting schedule selected by the
Employer in Items B(7)(a) or
C(4)(d), as long as the benefits
under the vesting schedule in Items
B(7)(a) or C(4)(d) vest at least as
rapidly as the two options specified
in this Item B(14)(a), above.
If the vesting schedule under the Plan shifts in or
out of the schedules above for any Plan Year because
of the Plan's Top-Heavy status, such shift is an
amendment to the vesting schedule and the election in
Section 2.2 of the Basic Plan Document applies.
b. For purposes of minimum Top-Heavy allocations,
contributions and forfeitures equal to 3 % (not less
than 3%) of each Non-key Employee's Compensation will
be allocated to each Participant's Contribution
Account when the Plan is a Top-Heavy Plan, except as
otherwise provided in the Basic Plan Document. This
Item 14 will not apply to any Participant to the
extent the Participant is covered under any other
plan or plans of the Employer and the Employer
completes the following: (Insert the name of the plan
or plans which will meet the minimum allocation or
benefit requirement applicable to Top-Heavy plans.)
Argo-Tech Corporation Employee Stock Ownership Plan
----------------------------------------------------
----------------------------------------------------
c. The Valuation Date as of which account balances or
accrued benefits are valued for purposes of computing
the Top-Heavy Ratio shall be the last day of each
Plan Year.
d. If the Employer maintains or has ever maintained one
or more defined benefit plans which have covered or
could cover a Participant in this Plan, complete the
following:
Present Value: 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 7 % Mortality table 1951 GAM/Males,
----- ---------------
projected w/Schedule C to 1980
------------------------------
15. INVESTMENTS:
a. Investments made pursuant to the investment direction
provisions of the Basic Plan Document shall be made
into any appropriate Investment Fund as selected by
the Employer. In addition, investment of Plan assets
is expressly authorized,
16
17
as required by Revenue Ruling 81-100, in each of the
following common or collective funds sponsored by the
Trustee, or an affiliate of the Trustee (17):
SOCIETY NATIONAL BANK EB MANAGED GUARANTEED INCOME
CONTRACT FUND, THE SOCIETY NATIONAL BANK MULTIPLE
INVESTMENT TRUST FOR EMPLOYEE BENEFIT TRUSTS, AND
OTHER COLLECTIVE TRUSTS EXEMPT FROM TAX UNDER IRC
SECTION 501 AND AS DESCRIBED IN REV. RUL. 81-100.
b. _____ If selected, an Employer Stock Fund
shall be available as an Investment Fund
pursuant to the terms of the Basic Plan
Document.
____ If selected, and an Employer Stock
Fund is available as an Investment
Fund, Participants will have the
right, notwithstanding any other
provisions of the Plan, to direct
that a portion of the Plan assets
held for their benefit and invested
in the Employer Stock Fund be
diversified pursuant to the
provisions of Section 10.7(F) of the
Basic Plan Document.
c. Participants may make changes of existing account
balances and future contributions from among the
Investment Funds offered:
i X Once during each business day that
----- the Trustee and the New York Stock
Exchange are open.
ii _____ Once during each calendar month.
iii _____ Once during each quarter of the Plan
Year.
iv _____ Once during each rolling _____ day
period.
d. X If selected, the Participant shall be
--- restricted in making changes of existing
account balances from any Investment Fund,
as specified in the terms or conditions of
such Investment Fund, and the Employer shall
attach an addendum specifying such
restriction.
e. The Participant will designate into which Investment
Funds all contributions to their accounts are made,
EXCEPT the following:
i _____ Employer Profit Sharing
Contributions
ii _____ Employer Mandatory Matching
Contributions
iii _____ Employer Discretionary Matching
Contributions
iv _____ Qualified Matching Contributions
v _____ Qualified Nonelective Contributions
-----------------------------------
(17) This Item is for use in identifying collective trust funds, which, pursuant
to Revenue Ruling 81-100 must be specifically referenced in the Plan.
Actual Investment Funds are referenced on the Investment Fund Designation
form attached to this Adoption Agreement.
17
18
f. _____ If selected, and to the extent a
selection is made above, the Employer shall
attach an Investment Direction Addendum
specifying how the contributions so
specified shall be invested among the
Investment Fund.
g. _____ If selected, the Participant shall be
restricted in the use of the Employer Stock
Fund as an Investment Fund for designating
the investment of contributions in the
Participant's account, as follows:
i _____ The Participant may not direct
the investment of Plan assets held
in their account into the Employer
Stock Fund.
ii _____ The Participant may direct
_____% of the following
contributions into the Employer
Stock Fund:
(a) _____ Employer Profit
Sharing Contributions
(b) _____ Employer Mandatory
Matching Contributions
(c) _____ Employer Discretionary
Matching Contributions
(d) _____ Qualified Matching
Contributions
(e) _____ Qualified Nonelective
Contributions
iii _____ ______% of the following
contributions will be invested into
the Employer Stock Fund, with the
balance invested among:
(a) _____ the other Investment
Funds, including the
Employer Stock Fund
(b) _____ the other Investment
Funds, NOT including
the Employer Stock Fund
16. LOANS (SELECT ONE):
a. X Loans may be made from the Plan in
------ accordance with the Basic Plan Document and
such policies and procedures as the
Committee may adopt and apply on a
consistent and nondiscriminatory basis.18
b. _____ No loans shall be made from the Plan.
17. TRUSTEE:
The Trustee of this Plan shall be SOCIETY NATIONAL BANK (a
bank or trust company affiliated with KeyCorp within the
meaning of Internal Revenue Code Section 1504).
---------------------------------------
(18) If this option is selected, the Employer must establish appropriate
procedures for implementation of the Plan's loan program.
18
19
18. EFFECTIVE DATE ADDENDUM:
X If selected the Employer is attaching to this
---- Adoption Agreement an effective date addendum which
provides for certain retroactive or prospective
effective dates for specified provisions of this
Plan, in compliance with the effective date
requirements of certain provisions of the Internal
Revenue Code.
c. SECTION 401(k) PLAN PROVISIONS:
1. SERVICE:
An Eligible Employee shall be required to fulfill the
following eligibility service requirements in order
to participate in the Plan through a salary reduction
agreement and for purposes of receiving an allocation
of Employer Matching Contributions:
a. ____ The Employee must complete ___ Years/Months
of Service (not more than 1 year) to be a
Participant for purposes of receiving
allocations of Employer Discretionary
Matching Contributions.
b. X The Employee must complete 3 [Years]/Months
of Service not more than 1 year) to be a
Participant for purposes of entering into a
Salary Reduction Agreement and having
Employee Before Tax Contributions or
Employee After Tax Contributions contributed
to the Plan on the Employee's behalf.
2. EMPLOYEE SALARY DEFERRALS:
a. X Participants shall be entitled to
enter into a Salary Reduction
Agreement providing for Before Tax
Contributions to be made to the
Plan.
i The minimum Before Tax
Contribution shall be 1%
of the Participant's
Compensation.
ii The maximum Before Tax
Contribution shall be 13%
of the Participant's
Compensation.
b. X Participants shall be entitled to
enter into a Salary Reduction
Agreement providing for After Tax
Contributions to be made to the
Plan.
i The minimum After Tax
Contribution shall be 1%
of the Participant's
Compensation.
ii The maximum After Tax
Contribution shall be 10%
of the Participant's
Compensation.
Language indicated as being shown by strike out in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
19
20
iii _______ If selected,
notwithstanding the
above, a Participant
shall not be able to
enter into a Salary
Reduction Agreement
providing for After
Tax Contributions to
be made to the Plan
unless the
Participant has
entered into a
Salary Reduction
Agreement that
provides for Before
Tax Contributions to
be made to the Plan
in an amount of at
least % of the
Participant's
Compensation.
c. ______ If selected, a Participant shall be entitled to
enter into a Salary Reduction Agreement providing
that any extraordinary item of compensation, not
yet payable (including bonuses), be withheld from
the Participant's Compensation and contributed to
the Plan as either a Before Tax Contribution, or
After Tax Contribution (provided such
contributions are authorized above, and to the
extent that such contribution, when aggregated
with either the Participants other Before Tax
Contributions or After Tax Contributions do not
exceed the limitations specified above, on an
annual basis).
3. CONTRIBUTION CHANGES:
a. Participants may increase or decrease the amount of
contributions made to the Plan pursuant to a Salary
Reduction Agreement once each:
I Plan Year
----
II Semi-annual period, based on the Plan Year
----
III Quarter, based on the Plan Year
----
IV Month
----
V X Other, as specified below:
----
Effective as of February 1, May 1, August 1, and
November 1, but not more than twice during each
Plan Year
b. Claims for returns of Excess Before Tax Contributions
for the Participant's preceding taxable year must be
made in writing, and submitted to the Committee by
March 1 (specify a date between March 1 and April
15)(19).
--------------------------------------------
(19) The date specified is for the refund of amount deferred in excess of the
Code Section 402(g) limit (the $7,000 limit) for the Participant's taxable
year.
20
21
4. EMPLOYER MATCHING CONTRIBUTIONS(20):
a. MANDATORY MATCHING CONTRIBUTIONS:
The Employer shall make contributions to the Plan, in
an amount as specified below:
i An amount, equal to _________% of each
Participant's Before Tax Contributions,
but not to exceed _______% of the
Participant's Compensation, or
$________.
ii An amount, equal to ________% of each
Participant's After Tax Contributions,
but not to exceed _______% of the
Participant's Compensation, or
$________.
iii An amount, equal to ________% of each
Participant's contributions made
pursuant to a Salary Reduction Agreement
(including both Before Tax Contributions
and After Tax Contributions), but only
if the Participant has entered into a
Salary Reduction Agreement providing for
Before Tax Contributions of at least
________% of the Participant's
Compensation, but not to exceed
________% of the Participant's
Compensation, or $_______ .
iv An amount equal to the sum of the
following:
(a) _____% of the first
________% of the
Participant's
Compensation
deferred pursuant to
a Salary Reduction
Agreement; plus,
(b) _____% of the next % of the
Participant's
Compensation
deferred pursuant to
a Salary Reduction
Agreement; plus,
(c) _____% of the next % of
the Participant's
Compensation
deferred pursuant
to a Salary
Reduction
Agreement, but not
to exceed % of the
Participant's
Compensation, or
$______.
v An amount, equal to $_____, for each Participant
who enters into a Salary Reduction Agreement
providing for_____ Before Tax Contributions, After
Tax Contributions, or _____ either Before Tax
Contributions or After Tax Contributions (or a
combination of both) equal to or exceeding %_____
of the Participant's Compensation. Such
contributions shall be made and allocated:
(a) only during the first Plan Year the
Plan is in effect, or if a
restatement, for the first Plan
Year
-----------------------------------
(20) The Employer shall have the right to designate all, or any portion of
Employer Matching Contributions as Qualified Matching Contributions,
which shall then be subject to the same vesting, distribution, and
withdrawal restrictions as Before Tax Contributions.
21
22
beginning with, or containing the
restatement Effective Date.
(b) each Plan Year that a Participant
has in force a Salary Reduction
Agreement meeting the criteria
specified above.
(c) during the first Plan Year that the
Participant participates through a
Salary Reduction Agreement meeting
the criteria specified above.
b. DISCRETIONARY MATCHING CONTRIBUTIONS:
______ The Employer shall make
contributions to the Plan, in an
amount determined by resolution of
the Board of Directors on an annual
basis. The Board resolution shall
provide for the percentage and/or
amount of Before Tax Contributions
and/or After Tax Contributions to be
matched and the maximum percentage
and/or amount of Before Tax
Contributions and/or After Tax
Contributions eligible for matching.
c. ALLOCATION OF MATCHING CONTRIBUTIONS:
Employer Matching Contributions shall be
allocated pursuant to the terms of the Basic
Plan Document, notwithstanding the
foregoing:
i ________ A Participant who
terminates before the end
of the period for which
contributions are allocated
shall share in the
allocation of Employer
Matching Contributions if
termination of employment
was the result of (select
all
that apply):
(a) ______ retirement
(b) ______ disability
(c) ______ death
(d) ______ other, as
specified
below:
--------------------------
--------------------------
--------------------------
ii Employer Matching
Contributions shall be
allocated to the accounts
of Participants(select
one):
(a) ___ as of each pay
period for which
a contribution
was made pursuant
to a Salary
Reduction
Agreement.
(b) ___ semi-monthly.
22
23
(c) ___ as of the last day of the month
preceding the month in which the
contribution was made.
(d) ___ as of the last day of the Plan
quarter preceding the quarter in
which the contribution was made.
(e) ___ as of the last day of the Plan
year.
iii ____ If selected, the Employer may make Employer
Matching H Contributions without regard to
current or accumulated Net Profits of the
Employer for the taxable year ending with,
or within the Plan Year(21).
d. The percentage of a Participant's Employer Matching
Contribution Account(22) (attributable to Employer
Matching Contributions) to be vested in him or her
upon termination of employment prior to attainment of
the Plan's Normal Retirement Date shall be.(23)
Completed Years of Service
1 2 3 4 5 6 7
-------- -------- -------- -------- -------- -------- ----
i 100%
-------- -------- -----
ii 100%
-------- -------- -------- -----
iii 20% 40% 60% 80% 100%
-------- -------- ------- ------- ------- ------- -----
iv 20% 40% 60% 80% 100%
-------- -------- -------- ------- ------- ------- ------ -----
v 10% 20% 30% 40% 60% 80% 100%
-------- ----- ------- ------- ------- ------- ------ -----
vi 20% 40% 60% 80% 100%
vii -------- ----- ------- ------- ------- ---- 100%
-------- ----- ------- ------- ------- ---- ----
viii Full and immediate vesting upon entry into the Plan
--------
------------------------------------------
Notwithstanding anything to the contrary in the Plan, the
amount inserted in the blanks above shall not exceed the
limits specified in Code section 411(a)(2).
--------------------------------------
(21) Net Profits will never be required for the contribution of Before Tax
Contributions, After Tax Contributions, Qualified Nonelective Contributions
or Qualified Matching Contributions.
(22) Notwithstanding anything in the Adoption Agreement to the contrary, amounts
in a Participant's account attributable to Before Tax Contributions,
Qualified Nonelective Contributions, and Qualified Matching Contributions
shall be 100% vested and nonforfeitable at all time.
(23) Notwithstanding the selection made in this Item B(7)(b), a Participant
shall be fully vested in his or her Employer Contribution Accounts if the
Participant dies or become Disabled while in the employ of the Employer.
23
24
e. Notwithstanding the provisions of this Item
C(4)(e) of the Adoption Agreement, a
Participant shall become fully vested in his
Participant's Employer Matching Contribution
Account if(24):
i ____ the Participant's job is eliminated
without the Participant being
offered a comparable position
elsewhere with the Employer.
ii _____ for such other reason as is
described below:
f. CORRECTIVE CONTRIBUTIONS:
i _____ If selected, the Employer shall be
authorized to make Qualified
Matching Contributions, subject to
the terms of the Basic Plan
Document, in an amount determined
by resolution of the Board of
Directors on an annual basis.
ii _____ If selected, the Employer shall be
authorized to make Qualified
Nonelective Contributions, subject
to the terms of the Basic Plan
Document, in an amount determined
by resolution of the Board of
Directors on an annual basis.
5. GAP EARNINGS:
If selected, Gap Earnings, as defined in section
3.2(G)(1) of the Basic Plan Document, will be
calculated for Excess Elective Deferrals, Excess
Contributions and Excess Aggregate Contributions, and
refunded to the Participant as provided for in
Article III of the Basic Plan Document.
6. FORFEITURES:
a. Forfeitures of amounts attributable to Employer
Matching Contributions shall be reallocated as of:
i the last day of the Plan Year in which the
Forfeiture occurred.
ii the last day of the Plan Year following the
Plan Year in which the Forfeiture occurred.
iii the last day of the Plan Y ear in which the
Participant suffering the Forfeiture has
incurred the fifth consecutive One Year
Break in Service.
b. Forfeitures of Employer Matching
Contributions shall be reallocated as
follows:
--------
24 The provisions of this section will be administered by the Employer
on a consistent and nondiscriminatory basis.
24
25
i ___ Not applicable as Employer Matching
Contributions are always 100%
vested and nonforfeitable.
ii ___ Used first to pay the expenses of
administering the Plan, and then
allocated pursuant to one of the
following two options:
iii ___ Forfeitures shall be allocated to
Participant's accounts in the same
manner as Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified
Nonelective Contributions or
Qualified Matching Contributions,
in the discretion of the Employer,
for the year in which the
Forfeiture arose.
iv ___ Forfeitures shall be applied to
reduce the Employer Profit Sharing
Contributions, Employer Matching
Contributions, Qualified
Nonelective Contributions or
Qualified Matching Contributions,
in the discretion of the Employer,
for the Plan Year following the
Plan Year in which the Forfeiture
arose.
c. Forfeitures of Excess Aggregate Contributions shall
be:
i ___ Applied to reduce Employer
contributions for the Plan Year in
which the excess arose, but
allocated as below, to the extent
the excess exceeds Employer
contributions for the Plan Year, or
the Employer has already
contributed for such Plan Year.
ii ___ Allocated after all other
forfeitures under the Plan:
(a) ___ to the Matching
Contribution account of
each Non-highly
Compensated Participant
who made Before Tax
Contributions or After Tax
Contributions ion the
ratio which each such
Participant's Compensation
for the Plan Year bears to
the total Compensation of
all such Participants for
the Plan Year; or,
(b) ___ to the Matching
Contribution account of
each Non-highly
Compensated Eligible
Participant in the ratio
which each Eligible
Participant's Compensation
for the Plan Year bears to
the total Compensation of
all Eligible Participants
for the Plan Year
7. IN-SERVICE DISTRIBUTIONS (SELECT AS MAY BE APPROPRIATE):
a. There shall be no in-service distribution of
Participant account balances derived from
Before Tax Contributions (including
Qualified Nonelective Contributions and
Qualified Matching Contributions treated as
Before Tax Contributions under the terms of
the Basic Plan Document), or
Employer Matching Contributions.
25
26
b. X Participants may request an in-service distribution of their
____ account balance attributable to Employer Matching
Contributions, for the following reasons:
i X For purposes of satisfying a financial hardship, as
---- determined in accordance with the uniform
nondiscriminatory policy of the Committee;
ii X Attainment of age 59 1/2 by the Participant; or
----
iii Attainment of the Plan's Normal Retirement Date by
____ the Participant.
c. X Participants may request an in-service distribution of their
--- account balance attributable to Employee Before Tax
Contributions, for the following reasons:
i ____ For purposes of satisfying a financial hardship, as
determined by the facts and circumstances of an
Employee's situation, in accordance with the
provisions of section 3.9 of the Basic Plan
Document;
ii X For purposes of satisfying a financial hardship,
---- using the "safe harbor" provisions of section
3.9 of the Basic Plan Document.
iii X Attainment of age 59 1/2 by the Participant; or
---
iv ___ Attainment of the Plan's Normal Retirement Date by
the Participant.
26
27
NOTICE: [The adopting Employer may not rely on an opinion letter issued by the
National Office of the Internal Revenue Service as evidence that the Plan is
qualified under the provisions of Section 401 of the Internal Revenue Code. In
order to obtain reliance with respect to the Plan's qualifiction, the Employer
must apply to the Key District Office of the Internal Revenue Service for a
determination letter.]
This Adoption Agreement may only be used in conjunction with Basic Plan Document
#05.
This Plan document may only be used under the express authority of KeyCorp, its
subsidiaries and affiliates, and is not effective as completed until executed by
a duly authorized officer of KeyCorp, one of its subsidiaries or affiliates, and
approved by KeyCorp's counsel.
KeyCorp, as sponsor, may amend or discontinue this prototype plan document upon
proper notification to all adopting Employers pursuant to Revenue Ruling 89-13.
Failure to properly fill out an Adoption Agreement may result in
disqualification of the Plan, and adverse tax consequences to the Employer and
Plan Participants.
This Plan is sponsored by:
KeyCorp, on behalf of its operating subsidiaries, banking and
trust company affiliates
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
IN WITNESS WHEREOF, the Employer and the Trustee, by their respective
duly authorized officers, have caused this Adoption Agreement to be executed on
this 31st day of , 19 [can't read].
EMPLOYER: TRUSTEE:
Argo-Tech Corporation Society National Bank
---------------------------------- -----------------------------------
By: By: /s/▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------- -------------------------------
Title: Title: Trust Officer
---------------------------- ----------------------------
[can't read]
and and
By: [signature] By: [signature]
------------------------------- -------------------------------
Title: Vice President Title: Vice President
---------------------------- ----------------------------
APPROVED ON BEHALF OF TRUSTEE:
Initials: Date:
------------------ ----------------
Language indicated as being shown by strike out in the typeset document is
enclosed in brackets "[" and "]" in the electronic format.
27
28
INVESTMENT FUND DESIGNATION
The Investment Committee designated by Argo-Tech Corporation (the
"Named Fiduciary"), as an independent fiduciary with respect to the Argo-Tech
Employee Savings Plan (the "Plan"), an employee pension benefit plan covered by
the applicable provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") and its employees who participate therein (the
"Participants"), hereby designates the following investment funds from among the
investment fund options available for adopting employers of the PRISM(R)
PROTOTYPE RETIREMENT PLAN & TRUST (as defined in ss. 10.7 of the Plan),
available for selection by Participants for the investment of Plan assets held
for their benefit:
(a) EB MaGIC Fund
-----------------------------------------------------
(b) Victory Investment Quality Bond Fund
-----------------------------------------------------
(c) Victory Balance Fund
-----------------------------------------------------
(d) Victory Stock Index Fund
-----------------------------------------------------
(e) Victory Special Value Fund
-----------------------------------------------------
(f) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
-----------------------------------------------------
(g)
-----------------------------------------------------
_____ In addition, if selected, an Employer Stock Fund will also
be available.
In making the selection of Investment Funds, the Named Fiduciary hereby confirms
and acknowledges that:
- The Named Fiduciary has had made available to it
copies of the prospectuses (to the extent required
under applicable federal securities law and
regulation) for each investment fund available for
selection by adopting employers of the PRISM(R)
PROTOTYPE RETIREMENT PLAN & TRUST, and has received
copies of each such prospectus for the Investment
Funds selected;
- The Named Fiduciary acknowledges that the Trustee of
the Plan may receive certain fees for services
provide to, or on behalf of an Investment Fund, or
the sponsors or distributors thereof, pursuant to
plans of distribution adopted by the fund under the
provisions of Rule 12b-1 of the Investment Company
Act of 1940, and further acknowledges that (i) such
fee, if paid, is appropriate for services rendered to
the fund, and when aggregated with other fees for
service payable to the Trustee constitutes reasonable
compensation for the Trustee's services to the Plan;
and (ii) the Plan will be able to redeem its interest
in any such Investment Fund on reasonably short
notice without penalty;
- The Named Fiduciary further acknowledges that it has
selected the Investment Funds on its determination,
after due inquiry, that the Investment Funds are
appropriate vehicles for the investment of Plan
assets pursuant to the terms of the Plan, considering
all relevant facts and circumstances, including but
not limited to (i) the investment policy and
philosophy of the Named Fiduciary developed pursuant
to ERISA section 404; (ii) the ability of
Participants, using an appropriate mix of Investment
Funds, to diversify the investment of Plan assets
28
29
held for their benefit; and, (iii) the ability of
Participants to, utilizing an appropriate mix of
Investment Funds, to structure an investment
portfolio within their account in the Plan with risk
and return characteristics within the normal range of
risk and return characteristics for individuals with
similar investment backgrounds, experience and
expectations; and,
- The Named Fiduciary acknowledges that it has not
relied on any representations or recommendations from
the Trustee or any of its employees in selecting the
Investment Funds.
The Trustee agrees to follow the Named Fiduciary's direction with respect to
offering the Investment Funds available for selection by the Participants in the
Plan for the investment of Plan assets held for their benefit:
IN WITNESS WHEREOF, the Employer, by its duly authorized
representative, has executed this document in connection with adoption of the
Plan utilizing the PRISM(R) PROTOTYPE RETIREMENT PLAN & TRUST documents, as
provided by the Trustee.
NAMED FIDUCIARY: THE INVESTMENT COMMITTEE
By: [signature]
-------------------------------------
Seen and accepted by the Trustee, who shall provide the Investment
Funds selected by the Employer pursuant to the terms of this document, and
pursuant to the Plan.
TRUSTEE:
By: [signature]
-------------------------------------
29
30
ADDENDUM
TO
ARGO-TECH EMPLOYEE SAVINGS PLAN AND TRUST
1. ITEM B(12): LIMITATIONS ON ALLOCATIONS:
a. ii If as a result of the allocation of forfeitures, a
reasonable error in estimating the Participant's
Compensation, a reasonable error in estimating the
amount of Before Tax Contributions that may be made
with respect to any Participant under the limits of
Section 415 of the Code, or other reasonable facts
and circumstances that the Commissioner of Internal
Revenue finds to justify the availability of the
rules set forth below, the annual addition to the
separate accounts of a Participant or former
Participant in any Plan Year would exceed the Maximum
Permissible Amount, the amount of his After-Tax
Contributions for such Plan Year, that would exceed
the Maximum Permissible Amount, shall be reduced to
the extent necessary to eliminate such excess. The
amount of any such reduction of After-Tax
Contributions shall be returned to such Participant
or former Participant (plus the earnings, if any,
attributable to such amount). If the Maximum
Permissible Amount would still be exceeded after
application of the previous sentence, the amount of
the Before Tax Contributions made on behalf of such
Participant or former Participant for such Plan Year
that would exceed the Maximum Permissible Amount
shall be reduced to the extent necessary to eliminate
such excess. The amount of any such reduction of
Before Tax Contributions shall be returned to such
Participant or former Participant. In the event that
a Participant or former Participant is covered by any
other qualified defined contribution plan (whether or
not terminated) maintained by an Employer or a
Related Employer and the Maximum Permissible Amount
would still be exceeded after invocation of the
preceding procedure, the procedure shall then be
implemented by returning the employee contributions
(and earnings, if applicable) and elective deferrals
made by the Participant to all such other plans for
such Plan year. If the Maximum Permissible Amount
would still be exceeded after returning all of the
contributions made by the Participant or former
Participant under such other plans, the portion of
the employer contributions and of forfeitures for the
Plan year under all such other plans, which has been
allocated to such Participant thereunder, but which
exceeds the Maximum Permissible Amount, shall be
treated as provided in such other plans. In the event
that a Participant or former Participant is covered
by a qualified defined benefit plan, the provisions
of paragraph b. below shall be implemented prior to
effecting any reduction in the benefit of such
Participant or former Participant under the defined
contribution plans.
b. If any Participant or former Participant in the Plan is also
covered by a qualified defined benefit plan (whether or not
terminated) maintained by an Employer or a Related Employer,
the sum of the Defined Benefit Fraction and the Defined
Contribution Fraction shall in no event exceed 1.0 in any Plan
Year. In the event the special
30
31
limitation contained in this paragraph is exceeded, the
benefits otherwise payable to the Participant or former
Participant under any such qualified defined benefit plan
shall be reduced to the extent necessary to meet such
limitation.
2. ITEM B(13): SECTION 411(d)(6) PROTECTED BENEFITS:
--------------------------------------------------
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, pursuant to Section 7.8 of the Plan, the following are
section 41 1(d)(6) protected benefits which shall be preserved in the
Plan and be available as options to the Participants:
- By filing written notice with the Committee such number of
days in advance of the end of any Plan Year quarter on which
it will become effective as shall be established from time to
time by the Committee, a Participant may, but not more than
twice in a Plan Year, elect to withdraw in cash an amount
equal to all, or a portion equal to at least $500, of the
value of the aggregate balance of his account attributable to
After Tax Contributions and Rollover Contributions, as of the
most recent valuation date.
- By filing written notice with the Committee such number of
days in advance of the end of any Plan Year quarter on which
it will become effective, a Participant who has attained age
59 1/2 may elect to withdraw in cash an amount equal to
all, or a portion equal to at least $500, of the value of the
aggregate balance of his account attributable to Before Tax
Contributions or Matching Employer Contributions (made to the
Plan for periods prior to July l, 1994), as of the most recent
valuation date.
- A Participant may make a Hardship withdrawal of amounts
attributable to Matching Employer Contributions (made to the
Plan for periods prior to July l, 1994) in accordance with the
provisions specified with respect to Before Tax Contributions
in Section 3.9 of the Plan.
All other provisions of the Plan and the Adoption Agreement shall be
unaffected by this Section 2 of the Addendum, which shall be given
force and effect only to the extent necessary to preserve
section 411(d)(6) protected benefits consistent with the provisions of
the Code and regulations issued thereunder.
3. ITEM B(15)(d): INVESTMENT FUND RESTRICTIONS:
--------------------------------------------
Without limiting the generality of Section 6 of this Addendum,
notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, Participants may be restricted in making investment changes
with respect to Plan assets allocated to their account and invested in
certain investment funds, annuity contracts, or insurance contracts.
4. ITEM B(18): EFFECTIVE DATE ADDENDUM:
-------------------------------------
Until March l, 1994, distributions shall not be required to be provided
at any time earlier than under the provisions of the Plan in effect
immediately prior to this November l, 1994, restatement.
31
32
5. ITEM C(4): EMPLOYER MATCHING CONTRIBUTIONS:
-------------------------------------------
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, the following shall apply:
Employer Matching Contributions were made to the Plan with respect to
periods prior to July 1, 1994. Effective as of November l, 1994 and
notwithstanding any provision of the Plan as in effect prior to this
November I, 1994 restatement of the Plan to the contrary, each
Participant and former Participant whose account attributable to
Employer Matching Contributions has not been forfeited prior to
November l, 1994, shall, to the extent otherwise forfeitable, be fully
vested in his account attributable to Employer Matching Contributions.
6. INVESTMENT PROVISIONS:
---------------------
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, the Investment Committee designated by Argo-Tech Corporation
shall have the authority to select the Investment Funds or other
investments available from time to time under the Plan, as may be
agreed to in writing by the Trustee.
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, the frequency and terms under which Participants may make
investment elections, investment transfers, and investment changes
under the Plan shall be as established from time to time by the
Committee and agreed to by the Trustee.
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary, any portion of the assets of the Plan may be invested in an
annuity contract or investment contract with an insurance company. With
respect to any period during which any portion of the Plan is funded by
one or more annuity contracts or investment contracts not held by the
Trustee, each reference in the Plan to the Trustee, other than the
references contained in paragraphs (PP) and (QQ) of the Plan, shall be
deemed to be references to the Committee, the Investment Committee, as
designated by Argo-Tech Corporation, or the insurance company that has
issued an annuity contract or insurance contract providing for
investment of the assets of the Plan, as appropriate or applicable to
the provision within which such reference is contained.
7. MISCELLANEOUS:
-------------
Notwithstanding anything in the Plan or the Adoption Agreement to the
contrary:
a. The phrase "coincides with" in subparagraph (2) of paragraph
(R) of Section I.1 shall not apply. Entry Dates shall be as
specified in the Adoption Agreement.
b. Paragraph (D) of Section 2.1 shall not apply.
c. Spousal consent shall not be required for purposes of
paragraph (A) of Section 3.9 because the Plan is a safe harbor
profit-sharing plan described in Section 7.10(F).
32