LMI Aerospace, Inc.
LMI AEROSPACE INC (Form: S-8, Received: 03/03/2017 11:16:08)

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LMI AEROSPACE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Missouri   43-1309065

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

411 Fountain Lakes Boulevard

St. Charles, Missouri 63301

(636) 946-6525

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

(Full title of the plan)

Clifford C. Stebe, Jr.

Chief Financial Officer

LMI Aerospace, Inc.

411 Fountain Lakes Boulevard

St. Charles, Missouri 63301

(636) 946-6525

Fax: (636) 949-1576

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities

to be registered

 

Amount

to be

registered (1)

 

Proposed

maximum
offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

  Amount of
registration fee (2)

Common Stock, $0.02 par value per share

               

Profit Sharing and Savings Plan and Trust

  225,000 shares   $13.72   $3,087,000   $357.79

 

 

(1) Pursuant to Rule 416(a) and (c) under the Securities Act of 1933, as amended, this Registration Statement also covers (a) an indeterminate number of additional shares of common stock issuable under the plan with respect to the shares being registered hereunder by reason of any stock dividend, stock split, recapitalization or other similar transaction, and (b) an indeterminate amount of interests to be offered or sold pursuant to the plan.
(2) Estimated solely for the purpose of calculating the registration fee which was calculated based upon the market value for shares of the common stock in accordance with Rule 457(c) and (h) under the Securities Act using the average ($13.72) of the high ($13.75) and low ($13.68) sales prices as reported by the NASDAQ Global Market on February 27, 2017 per share of the common stock of the Registrant.

 

 

 


EXPLANATORY NOTE

LMI Aerospace, Inc. (the “Registrant” or “LMI”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) to register 225,000 additional shares of common stock, par value $0.02 per share, of the Registrant (“Common Stock”) available for issuance under the LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust (as amended, the “401(k) Plan”).

On January 7, 1999, LMI filed a Registration Statement on Form S-8 to register 1,564,259 shares of LMI Common Stock for issuance under the 401(k) Plan (File No. 333-70259) (the “Original Registration Statement”). In accordance with General Instruction E of Form S-8, the contents of the Original Registration Statement relating to the 401(k) Plan, including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement to the extent not otherwise amended or superseded by the contents hereof.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of this Part I is omitted in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The document(s) containing the information specified in this Part I will be sent or given to participants in the 401(k) Plan in accordance with Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The SEC allows us to incorporate by reference information into this Registration Statement. This means we can disclose information to you by referring you to another document we filed with the SEC. We will make those documents available to you without charge upon your oral or written request. Requests for those documents should be directed to 411 Fountain Lakes Boulevard, St. Charles, Missouri 63301, Attention: Corporate Secretary, telephone: (636) 946-6525. This Registration Statement incorporates by reference the following documents that we have filed with the SEC but have not included or delivered with this Registration Statement:

 

    Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and filed on March 17, 2016, as amended;

 

    All reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the annual report referred to in (a) above; and

 

    The description of the Registrant’s common stock, which is contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-24293) filed on May 20, 1998 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.


We are also incorporating by reference all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, other than any portion of the respective filings furnished, rather than filed, under the applicable SEC rules. The additional information incorporated by reference is a part of this Registration Statement from the date of filing of those documents.

Any statement contained in a document incorporated by, or deemed incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

The information relating to us contained in this Registration Statement should be read together with the information in the documents incorporated by reference.

 

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the Common Stock offered hereby will be passed upon for the Registrant by Polsinelli PC, St. Louis, Missouri.

ITEM 8. EXHIBITS.

The exhibits to this Registration Statement are listed in the Exhibit Index that immediately precedes such exhibits and are incorporated herein by reference.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Charles, State of Missouri, on March 3, 2017.

 

LMI AEROSPACE, INC.
By:  

/s/ Clifford C. Stebe, Jr.

  Name:   Clifford C. Stebe, Jr.
  Title:   Vice President, Chief Financial Officer


POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Daniel G. Korte, Clifford C. Stebe, Jr. and Renée Skonier and each of them, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated below.

 

Signature

  

Title

 

Date

/s/ Daniel G. Korte

  

Chief Executive Officer and Director

(Principal Executive Officer)

  March 3, 2017
Daniel G. Korte     

/s/ Clifford C. Stebe, Jr.

Clifford C. Stebe, Jr.

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  March 3, 2017
    

/s/ Gerald E. Daniels

   Chairman of the Board and Director   March 3, 2017
Gerald E. Daniels     

/s/ John S. Eulich

   Director   March 3, 2017
John S. Eulich     

/s/ Sanford S. Neuman

   Director   March 3, 2017
Sanford S. Neuman     

/s/ Judith W. Northup

   Director   March 3, 2017
Judith W. Northup     

/s/ Lawrence J. Resnick

   Director   March 3, 2017
Lawrence J. Resnick     

/s/ John M. Roeder

   Director   March 3, 2017
John M. Roeder     

/s/ Steven K. Schaffer

   Director   March 3, 2017
Steven K. Schaffer     

/s/ Gregory L. Summe

   Director   March 3, 2017
Gregory L. Summe     


Pursuant to the requirements of the Securities Act of 1933, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Charles, State of Missouri, on March 3, 2017.

 

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust
By:  

/s/ Clifford C. Stebe, Jr.

  Name:   Clifford C. Stebe, Jr.
  Title:   Vice President, Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

  4.1    Restated Articles of Incorporation of the Registrant dated April 22, 1998, filed as Exhibit 3.1 to the Registrant’s Form S-1 dated as of April 29, 1998 (Accession No. 0001011240-98-000014) and Amendment to Restated Articles of Incorporation dated as of July 9, 2001 filed as Exhibit 3.3 to the Company’s Form 10-K for the fiscal year ended December 31, 2001 and filed April 1, 2002 (Accession No. 0001011240-02-000024), and incorporated herein by reference.
  4.2    Amended and Restated By-Laws of the Registrant, filed as Exhibit 3.2 to the Form S-1 dated as of April 29, 1998 (Accession No. 0001011240-98-000014), Amendment to the Registrant’s Amended and Restated Bylaws dated June 23, 2009, filed as Exhibit 3.1 to the Registrant’s Form 8-K filed June 26, 2009 (Accession No. 0001011240-09-000015), and Amendment to the Registrant’s Amended and Restated Bylaws dated April 30, 2015, filed as Exhibit 3.1 to the Registrant’s Form 8-K filed May 6, 2015 (Accession No. 0001059562-15-000020), and incorporated herein by reference.
  4.3    Profit Sharing and Savings Plan and Trust, amended and restated effective June 4, 2015, and as statutorily amended, filed herewith.
  5.1    Opinion of Polsinelli PC filed herewith.
23.1    Consent of Pricewaterhouse Coopers LLP filed herewith.
23.2    Consent of BKD, LLP filed herewith.
23.3    Consent of Polsinelli PC included in Exhibit 5.1 filed herewith.
24    Power of Attorney included on signature page of this Registration Statement.

Exhibit 4.3

Schwab Retirement

Plan Services, Inc.

Non-Standardized

401(k)/Profit Sharing

Plan

LMI Aerospace, Inc.

Profit Sharing and Savings Plan and Trust

 

LOGO


Schwab Retirement Plan Services, Inc.

Profit Sharing / 401(k) Non-Standardized Adoption Agreement #001

For Use With Defined Contribution Prototype Basic Plan #03

Section 1. General Information

 

1.1 Plan Name     LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust                                                                      

 

1.2 Plan Number     002        

 

1.3 Sponsoring Employer     LMI Aerospace, Inc.                                                                                                                                

Address     411 Fountain Lakes Blvd.                                                                                                                                               

City     Saint Charles                                                                       State     MO     ZIP Code     63301                                         

Telephone #     (636) 916-2400             Fax #                                                           Tax ID #      43-1309065                                  

 

1.4 Sponsoring Employer’s Fiscal Year

 

  (a) ☒ A 12-consecutive month period beginning     January 1     and ending     December 31     .

 

  (b) ☐ A 52-53 week year < ☐ beginning > < ☐ ending >                                                                                        .

 

1.5 Type of Business Entity (check one)

 

   (a)      C-Corporation   (d)    ☐ Tax Exempt Organization
   (b)      S-Corporation   (e)    ☐ Limited Liability Company (LLC)
   (c)      Partnership   (f)    ☐ Limited Liability Partnership (LLP)
   (d)      Sole Proprietorship   (g)    ☐ Other (must be a legal entity)                                                                                                      

 

1.6 Adopting Employers. There are additional adopting employers. (Attach an Adopting Employer Agreement for each Adopting Employer)

 

1.7 Multiple Employer Plan. ☐ This a multiple employer plan under Code §413(c) < ☐ and one or more Adopting Employers will be subject to a contribution addendum(s) with different elections than those contained in this AA, as permitted under Section 10.7 of the BPD >.

 

1.8 Plan Year. The Plan Year is a 12-consecutive month period beginning      January  1     and ending     December 31     < ☐ except for a short Plan Year beginning                                                   . >

 

1.9 Permitted Contributions. The contributions checked below are currently permitted under the terms of the Plan. (check all that apply)

 

  (a) Pre-Tax Elective Deferrals (see Section  8 of the AA)

 

  (b) ☒ Roth Elective Deferrals (see Section  8 of the AA)

 

  (c) ADP Safe Harbor Contributions (see Section  9 of the AA)

 

  (d) ACP Safe Harbor Contributions (see Section  10 of the AA)

 

  (e) Non-Safe Harbor Matching Contributions (see Section  11 of the AA)

 

  (f) Non-Safe Harbor Non-Elective Contributions (see Section  12 of the AA)

 

  (g) Qualified Matching Contributions (see Section  3.7 of the BPD)

 

  (h) ☒ Qualified Non-Elective Contributions (see Section  3.8 of the BPD)

 

  (i) ☒ Rollover Contributions (see Section  16 of the AA)

 

  (j) Voluntary Employee Contributions (see Section  16 of the AA)

 

  (k) Prevailing Wage Contributions (see the Addendum for Section 1.9(k))

 

  (l) Deemed IRA Contributions (see the Addendum for Section 1.9(l))

 

 

 

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Section 2. Plan Administrator

 

2.1   Plan Administrator     LMI Aerospace, Inc.

 

  Address     411 Fountain Lakes Blvd.

 

  City     Saint Charles     State   MO   ZIP Code   63301

 

    Telephone #     (636) 916-2400     Fax #    

Section 3. Plan Effective Date

 

3.1      This is a new Plan effective                              (the date cannot be earlier than the first day of the Plan Year in which this AA is executed by the Sponsoring Employer).
3.2      This is a restated Plan effective       June 4, 2015       (the date cannot be earlier than the first day of the Plan Year in which this AA is executed by the Sponsoring Employer) with an original effective date of       July 1, 1953       .
3.3      This Plan was frozen effective                              . The Plan is being restated effective                              (the date must be on or after the freeze date but cannot be earlier than the first day of the Plan Year in which this AA is executed by the Sponsoring Employer) with an original effective date of                              . 1

 

1   If this Section  3.3 is checked, Section  4 through 13 of the AA do not apply and are included for historical purposes only. No Eligible Employee will become a Participant, and no contributions/allocations will accrue to any existing Participant, on or after the freeze date.

Section 4. Eligible Employees

 

4.1   Eligible Employees. All Employees are Eligible Employees < ☒ except for the class or classes of Employees checked below who are excluded from participating in the applicable Component of the Plan >: (check each box that applies)

 

       
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe Harbor
 
Non-Elective
Non-Safe  Harbor
(a)   Union Employees   X         X   X
(b)   Non-Resident Aliens   X         X   X
(c)   Merger and Acquisition Employees            
(d)   403(b) Employees            
(e)   Highly Compensated Employees            
(f)   Leased Employees   X         X   X
(g)   Key Employees            
(h)   Salaried Employees            
(i)   Hourly Employees            

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 2 of 31   IRS Serial No:       J399532a      


(j)

  Commissioned Employees            

(k)

  Part-Time Employees 1            

(l)

  Temporary Employees 1            

(m)

  Self-Employed Individuals            

(n)

  Employees classified as Independent Contractors            

(o)

  Puerto Rico Based Employees            

(p)

  Employees employed on or after the following date:            

(q)

  Other 2             X    

 

1   An Employee excluded under this section 4.1(k) and 4.1(l) will nevertheless be considered an Eligible Employee if such Employee is credited with at least 1,000 Hours of Service during an Eligibility Computation Period.
2   Attach the Addendum for Section 4.1(q).

Section 5. Eligibility Age and Service Requirements

 

5.1   Age Requirement. An Eligible Employee under Section 4.1 of the AA will be eligible to become a Participant in each applicable Component of the Plan upon satisfying the age requirement below (provided he satisfies any Service requirement under Section 5.2 of the AA): (check all that apply)

 

   
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe Harbor
 
Non-Elective
Non-Safe Harbor

Age Requirement 1

  18         18   18

 

1   The age entered cannot be more than 21. If there is no age requirement, enter the word “None.”

 

5.2   Service Requirement. An Eligible Employee under Section 4.1 of the AA will be eligible to become a Participant in each applicable Component of the Plan upon satisfying the Service requirement below (provided he also satisfies any age requirement under Section 5.1): (check all that apply)

 

   
Elective
Deferrals
   
Traditional ADP
Safe Harbor
   
QACA ADP
Safe Harbor
   
ACP
Safe Harbor
   
Matching
Non-Safe Harbor
   
Non-Elective
Non-Safe  Harbor
 
(a)    None     None            
(b)    Based on Years 1            
(c)    Based on Months 2             6 months       6 months  
(d)    Based on Weeks 3            
(e)    Based on Days 4            

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 3 of 31   IRS Serial No:       J399532a      


1   The number of years cannot exceed 1 with respect to Elective Deferrals, Traditional ADP Safe Harbor Contributions, QACA ADP Safe Harbor Contributions and/or ACP Safe Harbor Contributions; or 2 with respect to Non-Safe Harbor Matching Contributions and/or Non-Safe Harbor Non-Elective Contributions. If the Elapsed Time Method is elected, a Year of Eligibility Service is equal to a 1-Year Period of Service . If the Counting of Hours Method is elected, 1 Year of Eligibility Service is credited upon the completion of the number of Hours of Service required during an Eligibility Computation Period. Any Service requirement of more than 1 year requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
2 The number of months cannot exceed 12 with respect to Elective Deferrals, Traditional ADP Safe Harbor Contributions, QACA ADP Safe Harbor Contributions and/or ACP Safe Harbor Contributions; or 24 with respect to Non-Safe Harbor Matching Contributions and/or Non-Safe Harbor Non-Elective Contributions If the Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of months. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive calendar months of employment to a maximum of 11. Any Service requirement of more than 12 months requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
3 The number of weeks cannot exceed 52 with respect to Elective Deferrals, Traditional ADP Safe Harbor Contributions, QACA ADP Safe Harbor Contributions and/or ACP Safe Harbor Contributions; or 104 with respect to Non-Safe Harbor Matching Contributions and/or Non-Safe Harbor Non-Elective Contributions If the Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of weeks. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive weeks of employment to a maximum of 51. Any Service requirement of more than 52 weeks requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
4 The number of days cannot exceed 365 with respect to Elective Deferrals, Traditional ADP Safe Harbor Contributions, QACA ADP Safe Harbor Contributions and/or ACP Safe Harbor Contributions; or 730 with respect to Non-Safe Harbor Matching Contributions and/or Non-Safe Harbor Non-Elective Contributions If the Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of days. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive days of employment to a maximum of 364. Any Service requirement of more than 365 days requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.

 

5.3 Supplemental Service Requirement. If Section 5.2(c), (d) or (e) of the AA is checked and Eligibility Service is determined by the Counting of Hours Method under Section 5.4(b) of the AA, an Employee must also be credited with at least:

 

   
Elective
Deferrals
   
Traditional ADP
Safe Harbor
   
QACA ADP
Safe Harbor
   
ACP
Safe Harbor
   
Matching
Non-Safe Harbor
   
Non-Elective
Non-Safe  Harbor
 

Hours of Service

           

During each month/week/ day during the period

           

During the entire period

           

 

5.4 Definition of Service for Eligibility Purposes. The eligibility Service requirement is determined by the method selected below: (check one)

 

  (a) Elapsed Time Method. Eligibility Service will be determined by the Elapsed Time Method.

 

  (b) Counting of Hours of Method. Eligibility Service will be determined by the Counting of Hours Method, subject to the following:

 

  (1) Eligibility Computation Period. The 12-consecutive month Eligibility Computation Period: (check one)

 

  (A) Is based on an Employee’s 12-month employment year

 

  (B) Switches to the Plan Year after an Employee’s initial 12-month employment year

 

  (2) Year of Eligibility Service. A Year of Eligibility Service is an Eligibility Computation Period in which an Employee is credited with at least                  ( max. 1,000 ) Hours of Service. In determining whether an Employee has been credited with a Year of Eligibility Service, an Employee will be deemed to have completed a Year of Eligibility Service: (check one)

 

  (A) At the end of the Eligibility Computation Period in which he or she is credited with the required Hours of Service

 

  (B) At the time he or she is actually credited with the required Hours of Service

 

  (3) Break in Eligibility Service. A Break in Eligibility Service is an Eligibility Computation Period in which the Employee is credited with                  ( max. 500 ) Hours of Service or less.

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 4 of 31   IRS Serial No:       J399532a      


  (c) One Year Holdout Rule. The One Year Holdout Rule will be applied for eligibility purposes.

 

  (d) Rule of Parity. The Rule of Parity will be applied for eligibility purposes.

 

5.5 Predecessor Service. Service with the employers listed in the Addendum for Section 5.5 will also be credited for eligibility purposes for each applicable Component of the Plan as selected therein.

Section 6. Waiver of Age and Service Requirements

 

6.1 Requirements Being Waived. The eligibility requirements selected under Section 5 of the AA are waived as selected below with respect to each applicable Component of the Plan: (check all that apply)

 

        

Elective
Deferrals

  

Traditional ADP
Safe Harbor

  

QACA ADP
Safe Harbor

  

ACP

Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

(a)   Age requirement                  
(b)   Service requirement                  

 

6.2 Effective Date of the Waiver. The waiver(s) selected under Section 6.1 of the AA are effective as of the dates below: (check all that apply)

 

        

Elective
Deferrals

  

Traditional ADP
Safe Harbor

  

QACA ADP
Safe Harbor

  

ACP
Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

(a)   The date this Adoption Agreement is signed                  
(b)   The following date                  

 

6.3 Participants to Whom the Waiver Applies. The waiver applies to all Eligible Employees under Section 4.1 of the AA < ☐ who are expected to credited with at least the number of Hours of Service per month selected below >: (check any that apply)

 

    

Elective

Deferrals

  

Traditional ADP

Safe Harbor

  

QACA ADP
Safe Harbor

  

ACP
Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

Number of Hours of Service

                 

Section 7. Entry Dates

 

7.1 Entry Dates. An Eligible Employee under Section 4.1 of the AA who has satisfied the age/service requirements under Sections 5.1, 5.2 and 5.3 of the AA will actually enter the Plan as a Participant for each applicable Component of the Plan as selected below: (check all that apply)

 

        


Elective
Deferrals

  


Traditional ADP
Safe Harbor

  


QACA ADP
Safe Harbor

  

ACP
Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

(a)   Retroactive to the first day of the Plan Year  1                  
(b)   The first day of the Plan Year following  2                  
(c)   The first day of the Plan Year nearest  3                  
(d)   The last day of the Plan Year following  4                  

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 5 of 31   IRS Serial No:       J399532a      


(e)   The last day of the Plan Year nearest  5                  
(f)   The first day of the month following  6    X             X    X
(g)   The first day of the payroll period following  6                  
(h)   The same day 6                  
(i)   Semi-annually on the first day of the 1st or 7th month  6                  
(j)   Semi-annually on the last day of the 6th or 12th month  6                  
(k)   Quarterly on the first day of the 1st, 4th, 7th or 10th month  6                  
(l)   Quarterly on the last day of the 3rd, 6th, 9th or 12th month  6                  

Note: If Section 5.2(c), (d) or (e) of the AA is checked and Eligibility Service is determined by the Counting of Hours Method, an Eligible Employee who is entering the Plan after satisfying the failsafe 1 Year of Eligibility Service component of the Service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Eligibility Service requirement (and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Eligibility Service requirement (and any applicable age requirement). The Entry Date above will only apply to an Eligible Employee who is entering the Plan after satisfying the month/day/weeks component of the Service requirement (and any applicable age requirement).

 

1 Entry will be retroactive to the first day of the Plan Year in which the eligibility requirements are first satisfied.
2 Entry will be on the first day of the Plan Year coincident with or next following the date the eligibility requirements are first satisfied. However, this option cannot be checked if the requirement in Section 5.1 of the AA is age 21 and/or if one of the following service requirements is checked: Section 5.2(b) of the AA; Section 5.2(c) of the AA and the number of months is more than 6; Section 5.2(d) of the AA and the number of weeks is more than 26; and Section 5.2(e) of the AA and the number of days is more than 182.
3 Entry will be on the first day of the Plan Year nearest the date on which the eligibility requirements are first satisfied.
4 Entry will be on the last day of the Plan Year coincident with or next following the date the eligibility requirements are first satisfied. However, this option cannot be checked if the requirement in Section 5.1 of the AA is 21 and/or if one of the following service requirements is checked: Section 5.2(b) of the AA; Section 5.2(c) of the AA and the number of months is more than 6; Section 5.2(d) of the AA and the number of weeks is more than 26; and Section 5.2(e) of the AA and the number of days is more than 182.
5 Entry will be on the last day of the Plan Year nearest the date on which the eligibility requirements are first satisfied.
6 Entry will be on the date elected that is coincident with or next following the indicated date that the eligibility requirements are first satisfied.

Section 8. Elective Deferrals

 

8.1 Delayed Effective Date. If the effective date of this Section 8 is later than (a) the Plan effective date if this is a new Plan, (b) the restatement effective date if this is a restatement, or (c) the date the Plan is adopted, enter the date here:                                          . (Elective Deferrals cannot begin until the Plan is actually adopted by the Employer.)

 

8.2 Minimum Permitted Elective Deferral. The minimum Elective Deferral permitted < ☐ per payroll period > < ☒ per Plan Year > is: (check one)

 

  (a) ☒ There is no minimum Elective Deferral

 

  (b)                      % of Compensation for all Participants

 

  (c)                      % of Compensation for Participants who are NHCEs and                      % of Compensation for Participants who are HCEs 1

 

  (d) ☐ $                      for all Participants

 

  (e) ☐ $                      for Participants who are NHCEs and $                      for Participants who are HCEs 1

 

  (f) ☐ Such minimum percentage or amount as the Employer may specify in a written action

 

1 The percentage/dollar amount for Participants who are HCEs cannot exceed the percentage permitted for Participants who are NHCEs

 

 

 

 

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8.3 Maximum Permitted Elective Deferral. The maximum Elective Deferral permitted < ☐ per payroll period > < ☒ per Plan Year > is: (check one)

 

  (a) 100 % 1 of Compensation for all Participants

 

  (b)                      % 1 of Compensation for Participants who are NHCEs and                      % of Compensation for Participants who are HCEs 2

 

  (c) ☐ $                      1 for all Participants

 

  (d) ☐ $                      1 for Participants who are NHCEs and $                  for Participants who are HCEs 2

 

  (e) ☐ The maximum statutory dollar limitation under Code §402(g) (cannot be checked if the maximum is determined per payroll period)

 

  (f) ☐ Such maximum percentage or amount as the Employer may specify in a written action

 

1 The maximum percentage cannot exceed 100%
2 The percentage/dollar amount for Participants who are HCEs cannot exceed the percentage permitted for Participants who are NHCEs

 

8.4 Catch-Up Contributions. Catch-Up Contributions are permitted < subject to the maximum limit under Section 8.3 above >.

 

8.5 Roth Elective Deferrals. Roth Elective Deferrals are permitted < ☐ and In-Plan Roth Rollovers are permitted as set forth in the Addendum for Section 8.5 >.

 

8.6 Salary Deferral Agreements. Salary Deferral Agreements are subject to the following:

 

  (a) Salary Deferral Agreement Changes . A Participant can change his or her Salary Deferral Agreement: (check one)

 

  (1) At any time

 

  (2) Annually on the date established by the Administrator

 

  (3) Semi-annually on the date established by the Administrator

 

  (4) Quarterly on the date established by the Administrator

 

  (5) Monthly on the day established by the Administrator

 

  (6) On the date or dates as established by the Administrator

 

  (b) Increase of Salary Deferral Agreements. Subject to an administrative policy (if any) promulgated by the Administrator, a Participant’s affirmative Salary Deferral Agreement: (check all that apply)

 

  (1) Will not be automatically increased by the Administrator.

 

  (2) Will be subject to the following automatic savings increase program established by the Administrator.

A. Increase and Ceiling . A Participant’s affirmative Pre-Tax Roth Elective Deferral Percentage shall be increased by          percentage point(s) until his or her Pre-Tax plus Roth Elective Deferral Percentage is              % (“Ceiling”).

B. Timing of Increase . Each increase will be effective at the beginning of the Plan Year unless a different time is entered here:                                          .

C. Covered Employees. Such increase shall only apply to Participants whose Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable) is between          % and          % or was below          % on                      (mm/dd/yyyy).

D. Overriding Election. A Participant may make an Overriding Election at any time which shall not expire expire on the                              (mm/dd) of the Plan Year in which such Overriding Election is made for those Participants whose Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable) is below the Ceiling.

(3) Will be subject to a one-time look back program established by the Administrator. For those Participant’s whose Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable) is below                  % on                              (mm/dd/yy), the Participant’s affirmative < Pre-Tax > < Roth > Elective Deferral Percentage will be increased to                  %.

 

  (c) Termination of Employment. A Participant’s affirmative Salary Deferral Agreement < will > < will not > expire upon termination of employment.

 

 

 

 

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8.7 Automatic Enrollment. Automatic enrollment is permitted as selected below: ( check all that apply) 1

 

  (a)     Pursuant to a “negative election” policy established by the Administrator
  (b)     Pursuant to an Automatic Contribution Arrangement (ACA) as set forth in the Addendum for Section 8.7(b)
  (c)     Pursuant to an Eligible Automatic Contribution Arrangement (EACA) as set forth in the Addendum for Section 8.7(c)
  (d)     Pursuant to a Qualified Automatic Contribution Arrangement (QACA) as set forth in the Addendum for Section 8.7(d) < ☐ and which is also an EACA >

 

8.8 Participants Who Incur a Break in Eligibility Service. A Participant who incurs a Break in Eligibility Service but does not Terminate Employment can continue to make Elective Deferrals to the Plan, but such Participant is not entitled to Matching Contributions or Non-Elective Contributions unless the Participant is eligible for such contributions in accordance with other provisions of the Plan.

 

8.9 Permissible Withdrawals. If the Plan is an Eligible Automatic Contribution Arrangement (EACA), a Participant may apply for a Permissible Withdrawal, subject to the following: (check all that apply)

 

  (a) Such applications are permitted for Covered Employees who for an entire Plan Year did not have a Default Percentage applied

 

  (b) Such applications can only be made within              (at least 30 and not more than 90) days of the date the Compensation subject to the Default Percentage would have otherwise been included in the Participant’s gross income

Section 9. ADP Safe Harbor Contributions

 

9.1 Delayed Effective Date. If the effective date of this Section 9 is later than (a) the Plan effective date if this is a new Plan, or (b) the restatement effective date if this is a restatement, enter the date here:                          .

 

9.2 Mandatory ADP Safe Harbor Non-Elective Contribution. The Employer will make a < Traditional > < QACA > ADP Safe Harbor Non-Elective Contribution for each Safe Harbor Participant equal to 3% (or such higher percentage as may be elected by the Employer by resolution) of Compensation. The Employer may elect to make this contribution to the following plan in lieu of this Plan:

 

  Name of Alternative Plan  

 

 

9.3 Contingent ADP Safe Harbor Non-Elective Contribution. The Employer may make a < Traditional > < QACA > ADP Safe Harbor Non-Elective Contribution for each Safe Harbor Participant equal to 3% (or such higher percentage as may be elected by the Employer by resolution) of Compensation. The Employer may elect to make this contribution to the following plan in lieu of this Plan:

 

  Name of Alternative Plan  

 

 

9.4 ADP Safe Harbor Matching Contribution. The Employer will make an ADP Safe Harbor Matching Contribution for each Safe Harbor Participant equal to the amount elected below: (check one)

 

  (a)     “Basic” Traditional ADP Safe Harbor Matching Contribution. The Employer will make a Traditional ADP Safe Harbor Matching Contribution for each Safe Harbor Participant equal to the sum of (a) 100% of the Participant’s Elective Deferrals that do not exceed 3% of his or her Compensation for the Allocation Period, plus (b) 50% of the Participant’s Elective Deferrals that exceed 3% of his or her Compensation for the Allocation Period but do not exceed 5% percent of his or her Compensation for the Allocation Period.
  (b)     “Enhanced” Traditional ADP Safe Harbor Matching Contribution. The Employer will make a Traditional ADP Safe Harbor Matching Contribution for each Safe Harbor Participant equal to the sum of (1) 100% of the Participant’s Elective Deferrals that do not exceed          % (min. 3 and max. 6) of Compensation for the Allocation Period, plus (2)          % of Elective Deferrals that exceed          % (min. 3 and max. 6) of Compensation but do not exceed          % of Compensation for the Allocation Period. ( The first and last blanks in clause (2)  must be completed so that, at any rate of Elective Deferrals, the Matching Contribution at least equals the Matching Contribution receivable if the Employer was making ADP Safe Harbor Basic Matching Contributions, but the rate of match cannot increase as deferrals increase.).
  (c)     “Basic” QACA ADP Safe Harbor Matching Contribution. The Employer will make a QACA ADP Safe Harbor Matching Contribution equal to 100% of a Safe Harbor Participant’s Elective Deferrals that do not exceed 1% of Compensation for the Allocation Period, plus 50% of Elective Deferrals that exceed 1% of Compensation, but do not exceed 6% percent of Compensation, for the Allocation Period.

 

 

 

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  (d)     “Enhanced” QACA ADP Safe Harbor Matching Contribution. The Employer will make a QACA ADP Safe Harbor Matching Contribution equal to (1)          % (min. 100%) of a covered Participant’s Elective Deferrals that do not exceed          % (must be at least 1% but not greater than 6%) of Compensation for the Allocation Period; plus, if applicable, (2)          % of Elective Deferrals that exceed          % (must be at least 1% but not greater than 6%) of Compensation but do not exceed          % (must be greater than 1% but not greater than 6%) of Compensation for the Allocation Period; plus, if applicable, (3)          % of Elective Deferrals that exceed          % (must be greater than 1% but not greater than 6%) of Compensation but do not exceed          % (must be greater than 1% but not greater than 6%) of Compensation for the Allocation Period. ( If applicable, the first blank in clause (2)  and the first blank in clause (3)  must be completed so that, at any rate of Elective Deferrals, the QACA “Enhanced” Matching Contribution is at least equal to the Matching Contribution receivable if the Employer was making the QACA “Basic” Matching Contributions, but the rate of match cannot increase as Elective Deferrals increase).

 

9.5 Additional Matching Contribution Rules. The following rules will apply to ADP Safe Harbor Matching Contributions: (check all that apply)

 

  (a) Voluntary Employee Contributions will be matched.

 

  (b) A true-up contribution will be applied < at the discretion of the Employer unless required under Section 3.5(e) of the BPD >.

Section 10. ACP Safe Harbor Contributions

 

10.1 Delayed Effective Date. If the effective date of this Section 10 is later than (a) the Plan effective date if this is a new Plan, or (b) the restatement effective date if this is a restatement, enter the date here:                      .

 

10.2 ACP Safe Harbor Discretionary Non-Tiered Matching Contributions. The Employer may make an ACP Safe Harbor Discretionary Non-Tiered Matching Contribution that is totally discretionary, but when made will be a percentage determined by the Employer of a Safe Harbor Participant’s Elective Deferrals that do not exceed 4% of his or her Compensation for the Allocation Period.

 

10.3 ACP Safe Harbor Mandatory Non-Tiered Matching Contributions. The Employer must make an ACP Safe Harbor Mandatory Non-Tiered Matching Contribution equal to          % of a Safe Harbor Participant’s Elective Deferrals which do not exceed          % (max. 6) of a Safe Harbor Participant’s Compensation for the Allocation Period.

 

10.4 ACP Safe Harbor Mandatory Tiered Matching Contributions. The Employer must make an ACP Safe Harbor Mandatory Tiered Matching Contribution for each Safe Harbor Participant equal to the amount determined below, provided the ratio of Matching Contributions for a Safe Harbor Participant to his or her Elective Deferrals and Employee Contributions does not increase as the amount of his or her Elective Deferrals and Employee Contributions increases. In no event can Elective Deferrals that exceed 6% of Compensation for the Allocation Period be matched. ( The blanks below must be completed so that, at any rate of Elective Deferrals, the rate of ACP Safe Harbor Mandatory Matching Contributions cannot increase as Elective Deferrals increase)

 

  (a) 1st tier          % of Elective Deferrals that do not exceed          % of Compensation

 

  (b) 2nd tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (c) 3rd tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (d) 4th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

10.5 Additional Matching Contribution Rules. The following rules will apply to ACP Safe Harbor Matching Contributions: (check all that apply)

 

  (a) Voluntary Employee Contributions will be matched.

 

  (b) A true-up contribution will be applied < at the discretion of the Employer unless required under Section 3.6(b) of the BPD >.

Section 11. Non-Safe Harbor Matching Contributions

 

11.1 Delayed Effective Date. If the effective date of this Section 11 is later than (a) the Plan effective date if this is a new Plan, or (b) the restatement effective date if this is a restatement, enter the date here:                      .

 

11.2 Determination of Amount. Non-Safe Harbor Matching Contributions are permitted, subject to the provisions selected below: (check one)

 

  (a) Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.3(a) of the BPD, the Employer’s Non-Safe Harbor Matching Contribution for any Allocation Period is totally discretionary.

 

  (b) Using the Participant Group Allocation method. Each Participant will be assigned to his or her own Allocation Group.

 

 

 

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  (c) Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. The Employer may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals, not to exceed the following amount for any Allocation Period on behalf of any Benefiting Participant:

 

  (1)          % of a Benefiting Participant’s Elective Deferrals

 

  (2)          % of a Benefiting Participant’s Compensation

 

  (3) ☐ $          for a Benefiting Participant

 

  (4) ☐ The lesser of          % of a Benefiting Participant’s Compensation or $         

 

  (5) 50 % of a Participant Elective Deferrals that do not exceed 5 % of his or her Compensation

 

  (d) Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to          % of each Benefiting Participant’s Elective Deferrals < ☐ not to exceed the following for an Allocation Period >:

 

  (1)     Elective Deferrals in excess of          % of each Benefiting Participant’s Compensation
  (2)     $          for each Benefiting Participant
  (3)         The lesser of $          or          % of each Benefiting Participant’s Elective Deferrals, but only the Participant’s Elective Deferrals up to          % of Compensation will be matched.

 

  (e) Mandatory Tiered Formula Based on Percentage of Compensation Deferred. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the tiered formula below. (Complete each tier that applies)

 

  (1) 1st tier            % of Elective Deferrals that do not exceed          % of Compensation

 

  (2) 2nd tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (3) 3rd tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (4) 4th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (5) 5th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (6) 6th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (7) 7th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (8) 8th tier          % of Elective Deferrals that exceed          % but not          % of Compensation

 

  (f) Mandatory Tiered Formula Based on Dollar Amounts Deferred. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the tiered formula below. (Complete each tier that applies)

 

  (1) 1st tier            % of Elective Deferrals that do not exceed $         

 

  (2) 2nd tier          % of Elective Deferrals that exceed $          but not $         

 

  (3) 3rd tier          % of Elective Deferrals that exceed $          but not $         

 

  (4) 4th tier          % of Elective Deferrals that exceed $          but not $         

 

  (5) 5th tier          % of Elective Deferrals that exceed $          but not $         

 

  (6) 6th tier          % of Elective Deferrals that exceed $          but not $         

 

  (7) 7th tier          % of Elective Deferrals that exceed $          but not $         

 

  (8) 8th tier          % of Elective Deferrals that exceed $          but not $         

 

  (g) Mandatory Years of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s years of Service as determined for < ☐ Eligibility > < ☐ Vesting > purposes. Service with the entities listed in the Addendum for Section 5.5 or in the Addendum for Section 14.8 will < ☐ not > be counted in determining a Participant’s Service under this paragraph.

 

  Years of Service    Matching %     
  (1)                 to                          %      < ☐ up to $          > < ☐ up to          % of Compensation >
  (2)                 to                          %      < ☐ up to $          > < ☐ up to          % of Compensation >
  (3)                 to                          %      < ☐ up to $          > < ☐ up to          % of Compensation >
  (4)                 to                          %      < ☐ up to $          > < ☐ up to          % of Compensation >

 

 

 

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  (5)              to                                 %        < ☐ up to $          > < ☐ up to          % of Compensation >

 

  (6)              to                                 %        < ☐ up to $          > < ☐ up to          % of Compensation >

 

  (7)              to                                 %        < ☐ up to $          > < ☐ up to          % of Compensation >

 

  (8)              to                                 %        < ☐ up to $          > < ☐ up to          % of Compensation >

 

11.3 Allocation Period. The Allocation Period for Non-Safe Harbor Matching Contributions is: (check one)

 

  (a) Each payroll period

 

  (b) Each month

 

  (c) Each Plan quarter

 

  (d) On an annual basis

 

  (e) As determined by the Employer (provided this does not discriminate in favor of HCEs)

 

11.4 Additional Matching Contribution Rules. The following rules will apply to Non-Safe Harbor Matching Contributions: (check all that apply)

 

  (a) Catch-Up Contributions will be matched < ☐ and limitations selected under Section 11.2 of the AA will be disregarded >.

 

  (b) Voluntary Employee Contributions will be matched < and limitations selected under Section 11.2 of the AA will be disregarded >.

 

  (c) A true-up contribution will be applied < ☒ at the discretion of the Employer >.

 

11.5 Benefiting Participants. Any Employee who has entered the Plan as a Participant for Non-Safe Harbor Matching Contribution purposes and makes an Elective Deferral in an Allocation Period < ☐ and who is a NHCE for that Allocation Period > will be a Benefiting Participant under this Section for an Allocation Period provided the Participant satisfies the conditions selected below for the Allocation Period < ☒ and provided the Participant is still an Eligible Employee for Non - Safe Harbor Matching Contribution purposes under Section 4.1 of the AA on the last day of the Allocation Period (or upon the Participant’s earlier Termination of Employment) >.

 

        

Participants Still
Employed 1

  

Participants Who
Retired 2

  

Participants Who
Became Disabled  3

  

Participants Who
Died 4

  

Participant Who
Terminated for
Other Reasons  5

(a)   Will not be a Benefiting Participant 6                X
(b)   Will always be a Benefiting Participant 7       X    X    X   
(c)  

Must be credited with at least the indicated Hours of Service  8

(max. 1,000 hours)

   1,000 hours            
(d)  

Must be credited with at least the indicated Period of Service 9

(max. 6 months)

              
(e)  

Must be credited with at least the indicated calendar months of employment 10

(max. 6 months )

              
(f)  

Must be credited with at least the indicated days of employment 11

(max. 182 days)

              

 

 

 

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1 Participants who are still Employees on the last day of the Allocation Period
2 Participants who Terminate Employment before the last day of the Allocation Period because of Normal < or Early > Retirement Age
3 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s Disability
4 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s death
5 Participants who Terminate Employment before the last day of the Allocation Period for reasons other than retirement, death or Disability
6 The Participant will not be a Benefiting Participant regardless of the length of Service during the Allocation Period
7 The Participant will always be a Benefiting Participant regardless of the length of Service during the Allocation Period
8 The Participant must be credited with at least the specified number of Hours of Service during the Allocation Period
9 The Participant must be credited with at least the specified Period of Service during the Allocation Period
10 The Participant must be credited with at least the specified number of consecutive calendar months of employment during the Allocation Period
11 The Participant must be credited with at least the specified number of consecutive calendar days of employment during the Allocation Period

Note: If an Allocation Period is less than twelve consecutive months, then any months/Hours of Service requirement above will be prorated.

 

11.6 Additional Non-Safe Harbor Matching Contributions. The Employer may make additional Non-Safe Harbor Matching Contributions. (Attach the Addendum for Section  11.6)

Section  12. Non-Safe Harbor Non-Elective Contributions

 

12.1 Delayed Effective Date. If the effective date of this Section 12 is later than (a) the Plan effective date if this is a new Plan, or (b) the restatement effective date if this is a restatement, enter the date here:                      .

 

12.2 Determination of Amount. Non-Safe Harbor Non-Elective Contributions are permitted, subject to the provisions selected below: (check one)

 

  (a) ☒ Totally discretionary on the part of the Employer

 

  (b) ☐ Equal to at least          % of the Compensation of all Benefiting Participants

 

  (c) ☐ Equal to at least $         

 

  (d) ☐ As required by the collective bargaining agreement or agreements set forth in the Addendum for Sections 12.2(d) and (e)

 

  (e) ☐ Other (attach the Addendum for Sections 12.2(d) and (e))

 

12.3 Allocation Method. Non-Safe Harbor Non-Elective Contributions made to the Plan will be allocated in the manner selected below: (check one)

 

  (a) Pro-rata based on the Compensation for the Allocation Period of all Benefiting Participants.

 

  (b) Using the Participant Group Allocation method. Each Participant will be: (check one)

 

  (1) ☐ Assigned to his or her own Allocation Group

 

  (2) ☐ Assigned to one of the Allocation Groups set forth in the Addendum for Section 12.3(b)(2)

 

  (c) Using the Age-Weighted Allocation method determined with the assumptions below (subject to Section 3.4(h) of the BPD).

 

Pre-Retirement Interest:             %    Pre-Retirement Mortality:   

 

Post-Retirement Interest:             %    Post-Retirement Mortality:   

 

 

  (d) Using permitted disparity in < ☐ a 2-step allocation only > < ☐ a 4-step allocation only > < ☐ a 2-step allocation in non-Top Heavy Plan Years and a 4-step allocation in Top Heavy Plan Years >, in accordance with Section 3.4(b), (c) or (d) of the BPD (as applicable), based on the integration percentage and the integration level selected below.

 

Integration %   Integration Level

(1)     ☐ 5.7%

  (A)   ☐ The Taxable Wage Base
  (B)            % of the Taxable Wage Base (must be 20% or less of the Taxable Wage Base)
  (C)   ☐ $          (amount must be 20% or less of the Taxable Wage Base)

(2)     ☐ 5.4%

  (A)   ☐ 80% of the Taxable Wage Base rounded up < ☐ $1 > < ☐ $100 > < ☐ $1,000 >
  (B)            % of the Taxable Wage Base (must be more than 80% but less than 100%)
  (C)   ☐ $          (amount must be more than 80% but less than 100% of the Taxable Wage Base)

 

 

 

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(3)     ☐ 4.3%

  (A)   ☐ 20% of the Taxable Wage Base rounded up < ☐ $1 > < ☐ $100 > < ☐ $1,000 >
  (B)            % of the Taxable Wage Base (must be more than 20% but not more than 80%)
  (C)   ☐ $          (amount must be more than 20% but not more than 80% of the Taxable Wage Base)

 

  (e) Pro-rata based on the allocation points of all Benefiting Participants. Each Participant’s allocation points for each Allocation Period will be the sum of the points selected below. (check all that apply, but #1 or #2 must be checked)

 

  (1)          points for each year of a Participant’s age

 

  (2)          points for each of a Participant’s credited Years/Periods of Service < ☐ to a maximum of          years >

 

  (3)          points per each $          (max. $200) of a Participant’s Compensation paid in the Allocation Period

 

  (f) Per capita (same dollar amount) for the Allocation Period to all Benefiting Participants.

 

  (g) In accordance with the collective bargaining agreement or agreements set forth in the Addendum for Sections 12.2(d) and (e).

 

12.4 Allocation Period. The Allocation Period for Non-Safe Harbor Non-Elective Contributions is: (check one)

 

  (a) ☐ Each payroll period

 

  (b) ☐ Each month

 

  (c) ☐ Each plan quarter

 

  (d) ☒ On an annual basis

 

  (e) ☐ As determined by the Employer (provided this does not discriminate in favor of HCEs)

 

12.5 Benefiting Participants. An Employee who is a Participant for Non-Safe Harbor Non-Elective Contribution purposes will be a Benefiting Participant under this Section for an Allocation Period based on the conditions indicated below for the Allocation Period < ☒ provided the Participant is still an Eligible Employee under Section 4.1 of the AA on the last day of the Allocation Period (or earlier Termination of Employment) >

 

         

Participants Still
Employed 1

  

Participants Who
Retired 2

  

Participants Who
Became Disabled  3

  

Participants Who
Died 4

  

Participant Who
Terminated for
Other Reasons 5

(a)    Will not be a Benefiting Participant 6                X
(b)    Will always be a Benefiting Participant 7       X    X    X   
(c)   

Must be credited with at least the indicated Hours of Service 8

(max. 1,000 hours)

   1,000 hours            
(d)   

Must be credited with at least the indicated Period of Service 9

(max. 6 months)

              
(e)   

Must be credited with at least the indicated calendar months of employment 10

(max. 6 months )

              
(f)   

Must be credited with at least the indicated days of employment 11

(max. 182 days)

              

 

 

 

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1 Participants who are still Employees on the last day of the Allocation Period
2 Participants who Terminate Employment before the last day of the Allocation Period because of Normal < or Early > Retirement Age
3 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s Disability
4 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s death
5 Participants who Terminate Employment before the last day of the Allocation Period for reasons other than retirement, death or Disability
6 The Participant will not be a Benefiting Participant regardless of the length of Service during the Allocation Period
7 The Participant will always be a Benefiting Participant regardless of the length of Service during the Allocation Period
8 The Participant must be credited with at least the specified number of Hours of Service during the Allocation Period
9 The Participant must be credited with at least the specified Period of Service during the Allocation Period
10 The Participant must be credited with at least the specified number of consecutive calendar months of employment during the Allocation Period
11 The Participant must be credited with at least the specified number of consecutive calendar days of employment during the Allocation Period

Note: If an Allocation Period is less than twelve consecutive months, then any months/Hours of Service requirement above will be prorated.

 

12.6 Additional Non-Safe Harbor Non-Elective Contributions . An Employer may make additional Non-Safe Harbor Non-Elective Contributions. (Attach the Addendum for Section  12.6) .

Section 13. Compensation Used for Employer Contribution Purposes

 

13.1 Basic Definition of Compensation Used for Employer Contribution Purposes. A Participant’s Compensation for each applicable Component of the Plan will be defined or each Allocation Period as selected below: (check one for each applicable Component of the Plan)

 

       
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe Harbor
 
Non-Elective
Non-Safe  Harbor
(a)   Form W-2 Compensation   X         X   X
(b)   Code §3401 Compensation            
(c)   Code §415 Safe Harbor Compensation            

 

 

 

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13.2 Exclusions from Compensation Used for Employer Contributions. The categories of remuneration selected below will not be counted as Compensation for the applicable Component of the Plan: ( check any that apply)

 

       
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe  Harbor
 
Non-Elective
Non-Safe Harbor
(a)   No exclusions            
(b)   Back Pay            
(c)   Bonuses            
(d)   Code §414(s) Safe Harbor Exclusions   X         X   X
(e)   Commissions   X         X   X
(f)   Compensation received while an ineligible Employee  1   X         X   X
(g)   Compensation received prior to Plan participation 2   X         X   X
(h)   Deemed Code §125 Compensation            
(i)   Differential Wage Payments            
(j)   Elective Contributions            
(k)   Foreign Compensation            
(l)   Overtime            
(m)   Post-Severance Compensation            
(n)   Other 3   X         X   X

 

1 Compensation earned while an ineligible Employee for the selected Component of the Plan
2 Compensation earned prior to becoming a Participant in the selected Component of the Plan
3 Attach the Addendum for Section 13.2(n)

Note: If (c), (e), (l), (m) or (n) is checked, the definition of Compensation with respect to the applicable Component of the Plan may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to HCEs under Section 13.3 of the AA below.

 

13.3 Participants to Whom Compensation Exclusions Apply. The amounts of Compensation excluded under Sections 13.2(c), (e), (l), (m) or (n) of the AA will only be excluded with respect to the following for each applicable Component of the Plan: (check an y that apply)

 

       
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe Harbor
 
Non-Elective
Non-Safe Harbor
(a)   HCEs            
(b)   Other 1            

 

1 Attach the Addendum for Section 13.3(b)

 

13.4 Compensation Determination Period. A Participant’s Compensation will be determined over the period selected below (except when Compensation is required to be prorated under the terms of the Plan) for each applicable Component of the Plan: (check one)

 

       
Elective
Deferrals
 
Traditional ADP
Safe Harbor
 
QACA ADP
Safe Harbor
 
ACP
Safe Harbor
 
Matching
Non-Safe Harbor
 
Non-Elective
Non-Safe  Harbor
(a)   Plan Year   X         X   X
(b)   Fiscal Year            
(c)   Calendar year            

 

 

 

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13.5 Definition of Post-Severance Compensation. Post-Severance Compensation for purposes of this Section (or for purposes of any other section of this AA in which compensation is defined) includes the following: ( check any that apply)

 

  (a) Unused Paid Time Off

 

  (b) Payments under a nonqualified unfunded deferred compensation plan

 

  (c) Post-termination of employment payments made to a disabled Participant

 

13.6 Code §415 Safe Harbor Compensation and Unfunded Deferred Compensation. Code §415 Safe Harbor Compensation, to the extent used as Compensation under Section 13.1 of the AA, includes payments made under an unfunded deferred compensation agreement.

Section 14. Vesting Provisions

 

14.1 Full and Immediate Vesting Upon Retirement, Death or Disability. A Participant’s Vested Interest in his or her Participant’s Account will be 100% upon reaching Normal Retirement Age and upon the occurrence of the following: (check all that apply)

 

  (a) Reaching Early Retirement Age

 

  (b) Death prior to Termination of Employment

 

  (c) Disability prior to Termination of Employment

 

14.2 Vesting in a Non-Top Heavy Plan Year. A Participant’s Vested Interest in each applicable Component of the Plan will, in a non-Top Heavy Plan Year, be determined by the Vesting schedule selected below: (check or complete each box that applies, but the table must be completed so that the Vesting schedule is at least as favorable as the statutory Vesting schedule set forth in Code §411(a)(2))

 

         

QACA ADP

Safe Harbor

  

ACP

Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

(a)    100% at all times            
(b)    The schedule below:    Vested Percentage    Vested Percentage    Vested Percentage    Vested Percentage
   1 Year of            
   Vesting Service            25%      25%
   2 Years of            
   Vesting Service            50%      50%
   3 Years of            
   Vesting Service            75%      75%
   4 Years of            
   Vesting Service          100%    100%
   5 Years of            
   Vesting Service          100%    100%
   6 Years of            
   Vesting Service          100%    100%

 

 

 

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14.3 Vesting in a Top Heavy Plan Year. A Participant’s Vested Interest in each applicable Component of the Plan will, in a Top Heavy Plan Year, be determined by the Vesting schedule selected below: (check or complete each box that applies, but the table must be completed so that the Vesting schedule is at least as favorable as the statutory Vesting schedule set forth in Code §416(b)(1))

 

         

QACA ADP
Safe Harbor

    

ACP

Safe Harbor

    

Matching
Non-Safe Harbor

    

Non-Elective
Non-Safe Harbor

 

(a)

  

100% at all times

           
(b)    The schedule below:      Vested Percentage        Vested Percentage        Vested Percentage        Vested Percentage  
   1 Year of            
   Vesting Service              25%          25%  
   2 Years of            
   Vesting Service              50%          50%  
   3 Years of            
   Vesting Service              75%          75%  
   4 Years of            
   Vesting Service            100%        100%  
   5 Years of            
   Vesting Service            100%        100%  
   6 Years of            
   Vesting Service            100%        100%  

 

14.4 Exclusion of Certain Service. In determining a Participant’s Vested Interest in for each applicable Component of the Plan under Sections 14.2 and 14.3, all Service will be counted except for the Service, if any, selected below: (check any that apply)

 

         

QACA ADP
Safe Harbor

  

ACP

Safe Harbor

  

Matching
Non-Safe Harbor

  

Non-Elective
Non-Safe Harbor

(a)    Service prior to Age 18          X    X
(b)    Service before this Plan was established            
(c)    Service during a period when mandatory contributions were not made to the Plan            

 

14.5 Special Vesting Rule for Pre-EGTRRA Matching Contributions. A Participant’s Vested Interest in Non-Safe Harbor Matching Contributions made prior to January 1, 2001 will be determined by the Vesting schedule in effect when such contributions were made to the Plan.

 

14.6 Special Vesting Rule for Pre-PPA Non-Elective Contributions. A Participant’s Vested Interest in Non-Safe Harbor Non-Elective Contributions made prior to January 1, 2007 will be determined by the Vesting schedule in effect when such contributions were made to the Plan.

 

 

 

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14.7 Definition of Service for Vesting Purposes. The Vesting Service requirement is determined by the method selected below: (check one)

 

  (a) Elapsed Time Method. Vesting Service will be determined by the Elapsed Time Method.

 

  (b) Counting of Hours of Method. Vesting Service will be determined by the Counting of Hours Method, subject to the following:

 

  (1) Vesting Computation Period. The 12-consecutive month Vesting Computation Period is: (check one)

 

  (A) ☒ Based on the Plan Year

 

  (B) ☐ Based on an Employee’s 12-month employment year

 

  (2) Year of Vesting Service. A Year of Vesting Service is a Vesting Computation Period in which an Employee is credited with at least 1,000 ( max. 1,000 ) Hours of Service.

 

  (3) Break in Vesting Service. A Break in Vesting Service is a Vesting Computation Period in which an Employee is credited with 500 ( max. 500 ) Hours of Service or less.

 

  (c) One Year Holdout Rule. The One Year Holdout Rule will be applied in determining Vesting service.

 

  (d) Rule of Parity. The Rule of Parity will be applied in determining Vesting service.

 

14.8 Predecessor Service. Service with the employers listed in the Addendum for Section 14.8 will be credited in determining Vesting Service for each applicable Component of the Plan selected therein.

Section 15. Forfeiture Provisions

 

15.1 Time When Forfeitures Occur. Forfeitures of any kind will occur on the date selected below: (check one)

 

  (a) ☒ When a Terminated Participant’s entire Vested Account has been distributed (or after 5 consecutive Vesting Breaks in Service, if earlier)

 

  (b) ☐ After a Terminated Participant incurs 5 consecutive Breaks in Vesting Service

 

15.2 Application of Forfeitures. Forfeitures that are not used to pay administrative expenses or to restore forfeited accounts as permitted under Section 3.11 of the BPD will be: (check one)

 

  (a) ☒ Used to reduce other Employer contributions, added to other Employer contributions, or reallocated, as elected by the Employer

 

  (b) ☐ Used as set forth in the Addendum for Section 15.2(b)

Section 16. Rollover Contributions and Voluntary Employee Contributions

 

16.1 Rollover Contributions. Rollover Contributions are permitted, subject to the following elections:

 

  (a) Who Can Make Rollovers. Rollover Contributions can be made to the Plan by: (check on e)

 

  (1) ☐ Any Employee (including those who are not Eligible Employees)

 

  (2) ☒ Any Eligible Employee (whether a Participant or not)

 

  (3) ☐ Any Eligible Employee who has become a Participant

 

  (b) Plans From Which Rollovers Will Be Accepted. Rollover Contributions will be accepted by the Plan from: (check all that apply )

 

  (1) ☒ Code §401(a) plans (qualified retirement plans)

 

  (2) ☒ Code §403(a) plans (qualified annuity plans)

 

  (3) ☒ Code §403(b) plans (annuities purchased by a Code §501(c)(3) organization and certain educational institutions)

 

  (4) ☒ Code §408(a) plans (individual retirement accounts)

 

  (5) ☒ Code §408(b) plans (individual retirement annuities)

 

  (6) ☒ Code §457(b) plans (governmental only)

 

 

 

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  (c) Additional Types of Rollovers Permitted. Rollover Contributions can also include the following: (check all that apply )

 

  (1) ☒ Roth Elective Deferrals (can only be checked if this Plan also permits Roth Elective Deferrals)

 

  (2) ☐ Voluntary Employee Contributions

 

  (3) ☐ Mandatory Employee Contributions

 

  (4) ☐ Participant loans from such plans as permitted by the Administrator

 

  (5) In-kind distributions (other than Participant loans)

 

  (d) Redeposits. Rollover Contributions which are withdrawn from the Plan < ☒ can > < ☐ cannot > be redeposited in the Plan.

 

16.2 Voluntary Employee Contributions. Voluntary Employee Contributions are permitted by a Participant, subject to the following elections:

 

  (a) Minimum and Maximum Contribution. The minimum permitted Voluntary Employee Contribution is      % (enter zero if no minimum) of Compensation and the maximum permitted contribution is      % (max. 100) of Compensation. Voluntary Employee Contributions can be made < ☐ annually > < ☐ monthly > < ☐ quarterly > < ☐ each payroll period >.

 

  (b) Definition of Compensation. The Compensation used to determine a Participant’s Voluntary Employee Contributions will be: (check one)

 

  (1) ☐ The same definition of Compensation used for Elective Deferral purposes

 

  (2) ☐ The same definition of Compensation used for Non-Safe Harbor Matching Contribution purposes

 

  (3) ☐ The same definition of Compensation used for Non-Safe Harbor Non-Elective Contribution purposes

Section 17. Normal Retirement Age

 

17.1 Normal Retirement Age. Age 65 (max. 65), or if later, the      (max. 5th) anniversary of becoming a Participant in the Plan.

 

17.2 Normal Retirement Age. Age      (max. 65), or if later, the date the Participant is credited with at least          years of Service, but in no event later than the later of Age 65 or the 5 th anniversary of becoming a Participant in the Plan. For purposes of this paragraph, Service will be determined in the same manner in which < ☐ Eligibility > < ☐ Vesting > Service is determined under the Plan.

Note: The age selected in Sections 17.1 or 17.2 above must not be earlier than the earliest retirement age that is reasonably representative of the typical retirement age for the industry in which the plan participants work. Age 62 or older automatically meets this requirement for money purchase assets or defined benefit assets.

Section 18. Early Retirement Age

18.1     Early Retirement Age. Age      (max. 64) or if later, the date the Participant is credited with at least          years of Service, and Service will be determined in the same manner as < ☐ Eligibility > < ☐ Vesting > Service.

18.2     Early Retirement Age. Age      (max. 64) provided the Participant is also credited with at least          years of Service, and Service will be determined in the same manner as < ☐ Eligibility > < ☐ Vesting > Service.

Section 19. Mandatory Cashout Distributions

 

19.1 Cashout Threshold. Subject to Section 5.4 of the BPD, mandatory cashouts are permitted and the cashout threshold is: (check one)

 

  (a) ☒ $5,000 <☐ including > < ☒ excluding > Rollover Contributions

 

  (b) ☐ $          (must be less than $5,000 but more than $1,000) including Rollover Contributions

 

  (c) ☐ $1,000 including Rollover Contributions

 

  (d) ☐ $          (must be less than $1,000) including Rollover Contributions

 

19.2 Form of Distribution. Cashouts will be distributed in the following manner: (check one)

 

  (a) ☐ Only as an automatic rollover

 

 

 

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(b)       ☒ In cash or as a direct rollover, as elected by the Participant, but if the Participant fails to make an election, as follows: (check one)

(1)           ☒ Cashout Threshold Is More Than $1,000. If the threshold is more than $1,000, the distribution will be made: (check one)

 

  (A) ☐ Only as an automatic rollover

(B)        ☒ As an automatic rollover for amounts greater than $1,000 and a cash payment for amounts $1,000 or less

(2)            Cashout Threshold Is $1,000 or Less. If the threshold is $1,000 or less, the distribution will be made: (check one)

 

  (A) ☐ Only as an automatic rollover

 

  (B) ☐ Only as a cash payment

Section 20. Distribution Upon Retirement, Disability or Termination of Employment

 

20.1 Forms of Distribution. The benefit payable to a Participant who Terminates Employment with the Employer for reasons other than death will be distributed in the Normal Form of Distribution (and any Optional Forms of Distribution) selected below. (check one)

 

  (a) Single Sum Payment < ☒ and the optional forms of distribution are: (check all that apply) >

(1)           ☒ Substantially Equal Installments

(2)           ☐ Partial payments as requested from time to time by the Participant

(3)           ☐ Any form of annuity which can be purchased from an insurance company (subject to the QJSA rules)

(4)           ☐ A QJSA for merged money purchase assets or defined benefit assets

(5)           ☐ Installments, but only for purposes of the required minimum distribution rules under Code §401(a)(9) and Section 5.21 of the BPD.

 

  (b) Substantially Equal Installments < ☐ and the optional forms of distribution are: (check all that apply) >

(1)           ☐ A single sum payment

(2)           ☐ Partial payments as requested from time to time by the Participant

(3)           ☐ Any form of annuity which can be purchased from an insurance company (subject to the QJSA rules)

 

  (c) Qualified Joint and Survivor Annuity < ☐ and the optional forms of distribution are: (check all that apply) >

(1)           ☐ A single sum payment

(2)           ☐ Substantially Equal Installments

(3)           ☐ Partial payments as requested from time to time by the Participant

(4)           ☐ Any other form of annuity which can be purchased from an insurance company

(5)           ☐ Installments, but only for purposes of the required minimum distribution rules under Code §401(a)(9) and Section 5.21 of the BPD.

 

20.2 Distributions Because of Retirement. Distribution of benefits to a Participant who Terminates Employment because of retirement on or after his or her Normal Retirement Age (or Early Retirement Age, if applicable) will be made in a form permitted under Section 20.1 and will begin within an administratively reasonable time after such Termination of Employment.

 

20.3 Distributions Because of Disability. Distribution of benefits to a Participant who Terminates Employment because of his or her Disability will be made in a form permitted under Section 20.1 of the AA and in accordance with the following provisions:

 

  (a) Time of Distribution. Distribution of a Disability benefit will commence at the time selected below: (check one)

 

  (1) ☐ Within an administratively reasonable time after Termination of Employment because of the Disability

 

  (2) ☒ At the earliest time after Termination of Employment selected under Section 20.4 of the AA

 

  (b) Definition of Disability. A Participant will be considered to have suffered a Disability for Plan purposes if the Participant suffers a mental or physical impairment while still an Employee which: (check all that apply)

 

  (1) ☒ Totally and permanently prevents the Participant from engaging in any occupation for pay or profit.

 

  (2) ☐ Totally and permanently prevents the Participant from performing customary and usual duties for the Employer

 

  (3) ☒ Qualifies the Participant for disability benefits under the Social Security Act

 

  (4) ☐ Qualifies the Participant for benefits under an Employer-sponsored long-term disability plan

 

 

 

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  (c) Exception s to Disability. Notwithstanding (b) above, a Participant will not be considered to have suffered a Disability for purposes of the Plan if the mental or physical impairment is the result of: (check all that apply)

 

  (1) ☐ The illegal use of drugs or intoxicants

 

  (2) ☐ An intentionally self-inflicted injury or sickness

 

  (3) ☐ An injury suffered as a result of an unlawful or criminal act by the Participant

 

  (4) ☐ Military service for which a government pension is available

 

  (5 ) ☐ War or enemy attack

 

20.4 Distributions for Reasons Other than Retirement, Death or Disability. With respect to a Participant who Terminates Employment for reasons other than retirement, death or Disability, distribution will be made in a form permitted under Section 20.1 of the AA within an administratively reasonable time after the date selected below for each applicable Component of the Plan: (check all that apply)

 

        

Elective
Deferrals

  

Traditional ADP
Safe Harbor

  

QACA ADP
Safe Harbor

  

ACP

Safe Harbor

  

Non-Safe
Harbor

Matching

  

Non-Safe
Harbor

Non-Elective

  

Employee
Contributions

(a)   After the Participant requests payment    X             X    X    X
(b)   After the Participant incurs a 1-Year Break in Service                     
(c)   After the Participant incurs 5 consecutive 1-Year Breaks in Service                     
(d)   After the end of the Plan Year in which the Participant Terminates Employment                     
(e)   After the Participant Terminates Employment                     
(f)   After the next Valuation Date                     
(g)   After the date the Participant reaches his or her Normal (or Early) Retirement Age                     

 

20.5 QDRO Distributions. Benefits payable pursuant to a Qualified Domestic Relations Order are distributable as selected below.

(a)     ☐    Such benefits cannot be distributed until the affected Participant has reached the earliest retirement age as defined in IRC §414(p)(4)(B)/ERISA §206(d)(3)(E)(ii).

(b)     ☒    Such benefits can be distributed at any time (even if the affected Participant has not yet reached the earliest retirement age as defined in IRC §414(p)(4)(B)/ERISA §206(d)(3)(E)(ii)).

 

20.6 Other Limitations on Distributions. Distributions will also be subject to the following limitations: (check any that apply)

(a)          Limitation on Single Sum Distributions. Distribution of a single sum Optional Form of Distribution under Section 20.1(b)(1) above or Section 20.1(c)(1) above will be limited to a maximum of $          . Any amount in excess of such dollar limit will only be distributed in the Normal Form of Distribution selected under Section 20.1(b) or Section 20.1(c) above, as applicable.

(b)     ☐     Limitation on Installments. An installment Normal Form of Distribution under Section 20.1(b) above or an installment Optional Form of Distribution under Sections 20.1(a)(1) or 20.1(c)(2) above will be limited to a maximum of                  installment payments.

 

 

 

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20.7 Qualified Reservist Distributions. Qualified Reservist Distributions are permitted.

 

20.8 Active Duty Severance Distributions. Active Duty Severance Distributions are permitted.

Section 21. In-Service Distributions for Reasons Other Than Financial Hardship

 

21.1 Restricted Accounts. A Participant who has not Terminated Employment can withdraw up to 100% of the following accounts on the dates and/or the reasons selected below: (check all that apply)

 

        

Elective Deferrals

  

Traditional ADP
Safe Harbor

  

QACA ADP

Safe Harbor

  

QMACs

  

QNECs

(a)   On or after Normal Retirement Age 1    X          X    X
(b)   On or after Early Retirement Age 2               
(c)   On or after the following age 3    59  1 2          59  1 2    59  1 2

 

1 The age cannot be earlier than age 59-  1 2
2 The Participant must have also reached age 59-  1 2
3 The age cannot be earlier than age 59-  1 2

 

21.2 Unrestricted Accounts After Attainment of Normal (or Early) Retirement Age. Subject to Section 5.3 of the BPD, a Participant who has reached Normal (or Early) Retirement Age but has not Terminated Employment can withdraw up to a 100% of the Vested Interest in the following:

 

        

ACP Safe

Harbor

  

Non-Safe Harbor
Matching

  

Non-Safe Harbor
Non-Elective

  

Rollover
Contributions

  

Voluntary Employee
Contributions

(a)   Attainment of Normal Retirement
Age
        X    X    X     
(b)   Attainment of Early Retirement Age                         

 

21.3 Unrestricted Accounts Before Attainment of Normal (or Early) Retirement Age. Subject to Section 5.3 of the BPD, a Participant who (a) has not reached Normal (or Early) Retirement Age, (b) has met all (or any, as selected below) of the requirements set forth below, and (c) has not Terminated Employment, can withdraw up to a 100% of the Vested Interest in the following accounts:

 

        

ACP Safe

Harbor

  

Non-Safe Harbor
Matching

  

Non-Safe Harbor
Non-Elective

  

Rollover
Contributions

  

Voluntary Employee
Contributions

(a)     All requirements selected in (d) – (h) must be satisfied 1       X    X      
(b)   Any requirements selected in (d) – (h) can be satisfied 2               

 

In-Service Distribution Requirements

 

(c)     At any time             X   
(d)   Attainment of the following age       59  1 2    59  1 2      
(e)     Completion of 5 years as a Participant               
(f)   The amount has accumulated in the account for 2-Years               
(g)   Other 3               
(h)   The account is 100% Vested – d, e or f must also be chosen       X    X      

 

 

 

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1 If (a) and (i) are chosen, the Participant must satisfy ALL requirements chosen in (d) – (g) AND the account must be 100% Vested
2 If (b) and (i) are chosen, the Participant can satisfy ANY of the requirements chosen in (d) – (g) AND the account must be 100% Vested
3 Attach the Addendum for Section 21.3(g)

Section 22. 401(k) Financial Hardship Distributions

 

22.1 Eligible Participants. The following are eligible to request a financial hardship distribution under Section 5.8 of the BPD: (check all that apply)

 

  (a) ☒ Participants who are still Employees

 

  (b) ☐ Participants who have Terminated Employment but still have an undistributed interest in the Plan

 

22.2 Eligible Accounts. A hardship distribution can be made from the Participant’s Vested Interest in the following accounts: (check all that apply)

 

  (a) Pre-Tax Elective Deferral Account

 

  (b) ☒ Roth Elective Deferral Account < ☐ but only if the distribution is a qualified distribution under Code §402(a)(2)(D) >

 

  (c) ☐ ACP Safe Harbor Matching Contributions

 

  (d) Non-Safe Harbor Matching Contributions

 

  (e) Non-Safe Harbor Non-Elective Contributions

 

  (f) ☒ Rollover Contributions

 

  (g) ☐ Voluntary Employee Contributions

 

  (h) ☐ Transfer Contributions

 

  (i) ☐ Prevailing Wage Contributions

Section 23. Distributions Upon Death

 

23.1 Distribution of Death Benefits Which Are Subject to the QJSA Requirements. With respect to any portion of a deceased Participant’s Vested Aggregate Account which is subject to the QJSA requirements, any death benefit payable therefrom to the Participant’s surviving Spouse will be distributed as a Qualified Pre-Retirement Survivor Annuity (QPSA) unless the QPSA has been waived by the Participant in accordance with Section 5.17 of the BPD (or has been waived by the surviving Spouse if such waiver is permitted under paragraph (b) below).

 

  (a) Value of QPSA. For purposes of this Section, the value of a QPSA is      % (must be at least 50% but not more than 100%) of the portion of the deceased Participant’s Vested Aggregate Account which is subject to the QJSA requirements.

 

  (b) Spousal Waiver of QPSA. If a Participant did not waive the QPSA prior to death, the deceased Participant’s surviving Spouse is < ☐ not > permitted to waive the QPSA after the Participant’s death.

 

 

 

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23.2 Form of Distribution of Death Benefits Which Are Not Subject to the QJSA Requirements. Any death benefit which is not distributed under paragraph (a) above will be distributed in the form or forms of distribution selected below. (check all that apply)

 

 

(a)

 

 

In a single sum payment

 

(b)

 

 

In a number of Substantially Equal Installments (if elected by the Beneficiary)

  (c)     In partial payments as requested from time to time by the Beneficiary
  (d)     Any form of annuity which can be purchased from an insurance company (subject to the QPSA rules)
 

(e)

    Installments for purposes of the required minimum distribution rules under Code §401(a)(9) and Section 5.21(b)(2)(B) of the BPD (the Life Expectancy Rule)

Section 24. Required Minimum Distributions

 

24.1 Required Beginning Date. The Required Beginning Date for Participants who are not 5% owners is: (check one)

 

 

(a)

 

 

April 1 st of the calendar year following the calendar year in which the Employee reaches Age 70  1 2

 

(b)

 

 

April 1 st of the calendar year following the later of the calendar year in which the Employee reaches Age 70  1 2 or the calendar year in which the Employee retires

Section 25. Loans, Insurance and Directed Investments

 

25.1    

Loans to Participants. Loans to Participants are permitted.

25.2     Purchase of Insurance. Insurance can be purchased at the direction of the (check all that apply) < Administrator > < Participant > .
25.3     Directed Investment Accounts. Investment direction by Participants is permitted.

Section 26. Top Heavy Provisions

 

26.1  

Who Receives a Top Heavy Allocation. Subject to Section 3.10 of the BPD, a Top Heavy Allocation will be made in each Top Heavy Plan Year to each Participant who is employed on the last day of the Plan Year < ☒ and is a Non-Key Employee >.

26.2   Top Heavy Ratio. In determining the Top Heavy Ratio, the interest and mortality factors in Section 1.176(d) of the BPD will be used < ☐ except as selected below >: (check all that apply)

 

  (a)      % interest will be used prior to reaching Normal Retirement Age.

 

  (b)      % interest will be used after reaching Normal Retirement Age.

 

  (c) ☐ The                      mortality table will be used after reaching Normal Retirement Age.

 

26.3 Participation in Multiple Plans. An eligible Participant as described in Section 26.1 above who participates in this Plan and in one or more defined benefit plans or in one or more other defined contribution plans that are part of a Top Heavy Required Aggregation Group will receive the minimum Top Heavy benefit in the manner described in Section 3.10 of the BPD.

 

26.4 Definition of Compensation. An Employee’s Code §415(c)(3) Compensation used to determine any Top Heavy Minimum Allocations and whether an Employee is also a Key Employee is as selected below: (check one)

 

  (a) ☒ Form W-2 Compensation

 

  (b) ☐ Code §3401 Compensation

 

  (c) ☐ Code §415 Safe Harbor Compensation

 

  (d) ☐ Code §415 Statutory Compensation

 

26.5     Amounts Excluded. An Employee’s Code §415(c)(3) Compensation under this Section will exclude the following: (check any that apply)

 

  (a) ☐ Deemed Code §125 Compensation

 

  (b) Foreign Compensation

 

26.6 Inclusion of Unfunded Deferred Compensation. If Code §415 Safe Harbor Compensation or Code §415 Statutory Compensation are elected under Section 26.4 of the AA, such compensation includes payments made under an unfunded deferred compensation agreement.

 

 

 

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Section 27. ADP / ACP Testing Provisions

 

27.1 ADP Testing. If this Plan has Elective Deferrals, the ADP Test will be determined by the testing method selected below. (check one)

 

  (a) ☒ Current year testing

 

  (b) ☐ Prior year testing

 

  (c) ☐ Prior year testing for the first Plan Year and current year testing thereafter, subject to Section 3.2(j)(2) of the BPD

 

27.2 ACP Testing. If this Plan has Matching Contributions which are subject to non-discrimination testing and/or the Plan has Voluntary Employee Contributions, the ACP Test will be determined by the testing method selected below. (check one)

 

  (a) ☒ Current year testing

 

  (b) ☐ Prior year testing

 

  (c) ☐ Prior year testing for the first Plan Year and current year testing thereafter, subject to Section 3.3(m)(2) of the BPD

Section 28. Highly Compensated Employee Provisions

 

28.1 HCE Elections. In determining which Employees are Highly Compensated Employees, the following elections apply:

 

  (a) ☐ The calendar year election is being applied.

 

  (b) ☒ The top paid group election is being applied.

 

28.2 Definition of Compensation. The Code §415(c)(3) Compensation used to determine if an Employee a HCE (and to determine compensation for any other statutory purpose that does not appear elsewhere in this Adoption Agreement) will be based on: (check one)

 

  (a) ☒ Form W-2 Compensation

 

  (b) ☐ Code §3401 Compensation

 

  (c) ☐ Code §415 Safe Harbor Compensation

 

  (d) ☐ Code §415 Statutory Compensation

 

28.3 Amounts Excluded. An Employee’s Code §415(c)(3) Compensation under this Section will exclude the following: (check any that apply)

 

  (a) ☐ Deemed Code §125 Compensation

 

  (b) ☐ Foreign Compensation

 

28.4 Inclusion of Unfunded Deferred Compensation. If Code §415 Safe Harbor Compensation or Code §415 Statutory Compensation are elected under Section 28.2 of the AA, such compensation includes payments made under an unfunded deferred compensation agreement.

Section 29. HEART Provisions

 

29.1 Death Benefits. With respect to a Participant who dies while performing Qualified Military Service: (check all that apply)

 

  (a) ☐ The Employer will make additional contributions for the period of the Participant’s Qualified Military Service

 

  (b) ☒ Vesting Service will be credited to the Participant for the period of his or her Qualified Military Service

 

29.2 Disability Benefits. With respect to a Participant who suffers a Disability while performing Qualified Military Service: (check all that apply)

 

  (a) ☐ The Employer will make additional contributions for the period of the Participant’s Qualified Military Service

 

  (b) ☒ Vesting Service will be credited to the Participant for the period of his or her Qualified Military Service

 

29.3 Amount of Matching Contributions. If the Plan permits Matching Contributions and Section 29.2(a) is checked, then any Matching Contributions made under Section 29.2 will be based on the Participant’s: (check one)

 

  (a) ☐ Deemed Deferrals

 

  (b) ☐ Actual Elective Deferrals

 

 

 

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Section 30. Code §415 Limitations

 

30.1 Limitation Year. In applying the limitations under Code §415, the Limitation Year will be: (check one)

 

  (a) ☒ Plan Year

 

  (b) The Fiscal Year of the Sponsoring Employer ending on or within the Plan Year

 

  (c) The calendar year ending on or within the Plan Year

 

30.2 Definition of Compensation. An Employee’s Code §415(c)(3) Compensation used to determine the Employee’s Annual Addition limitation under Article 6 of the BPD is based on the selection below. (check one)

 

  (a) ☒ Form W-2 Compensation

 

  (b) ☐ Code §3401 Compensation

 

  (c) ☐ Code §415 Safe Harbor Compensation

 

  (d) ☐ Code §415 Statutory Compensation

 

30.3 Amounts Excluded. An Employee’s Code §415(c)(3) Compensation under this Section will exclude the following: (check any that apply)

 

  (a) ☐ Deemed Code §125 Compensation

 

  (b) ☐ Foreign Compensation

 

30.4 Inclusion of Unfunded Deferred Compensation. If Code §415 Safe Harbor Compensation or Code §415 Statutory Compensation are elected under Section 30.2 of the AA, such compensation includes payments made under an unfunded deferred compensation agreement.

 

30.5 Adjustment of Annual Additions When There Are Multiple Defined Contribution Plans. If a Participant (a) is or was covered under two or more current or terminated plans sponsored by the same Employer (or Employers in the same controlled or affiliated service group); or (b) is covered under either a welfare benefit fund as defined in Code §419(e), or an individual medical account as defined in Code §415(l)(2) under which amounts are treated as Annual Additions with respect to any Participant in this Plan, Annual Additions will be adjusted as follows: (check one)

 

  (a) ☒ As set forth in Article 6 of the BPD so the Annual Additions under this Plan will be reduced first

 

  (b) ☐ As set forth in the Addendum for Section 30.5(b) (but the manner must preclude Employer discretion)

Section 31. Miscellaneous Provisions

 

31.1 One Year Marriage Rule. For purposes of the Plan, a Spouse is the person to whom a Participant is legally married throughout the one year period ending on the earlier of the Annuity Starting Date or the date of the Participant’s death.

 

31.2 Failsafe Allocations. Failsafe allocations are permitted in accordance with Section 3.13 of the BPD, subject to the following elections:

 

 

(a)

 

 

Service. The allocation will be made to those Employees eligible under Section 3.13 of the BPD by first ranking them based on their Hours of Service (or months of Service if allocations are made under Section 12.5 of the AA using the Elapsed Time Method), beginning with those with the highest number of Hours of Service (or months of Service, if applicable).

      (1)     And further beginning with those who are employed by the Employer on the last day of the Plan Year
 

(b)

 

 

Compensation. The allocation will be made to those Employees eligible under Section 3.13 of the BPD by first ranking them based on their Compensation, beginning with those with the highest amount of Compensation.

      (1)     And further beginning with those who are employed by the Employer on the last day of the Plan Year
     

(2)

    And further beginning with those who have been credited with at least 1,000 Hours of Service during the Plan Year (or 6 months of Service if allocations are made under Section 12.5 of the AA using the Elapsed Time Method)

 

31.3 Hypothetical Entry Date for Otherwise Excludable Participants. For any Plan Year in which a determination of Otherwise Excludable Participants is made, the Hypothetical Entry Date related to any determination of an Otherwise Excludable Participant for purposes that include, but are not limited to, the ACP Test and/or the application of the general nondiscrimination test under Code §401(a)(4) is: (check one)

 

 

(a)

 

 

The date that the Employee satisfies the statutory age and service requirements under Code §410(a)(1)(A)

  (b)     The Employee’s Entry Date(s) under Section 7.1 of the AA for the Component of the Plan for which the determination relates
 

(c)

 

 

The Employee’s statutory entry date under Code §410(a)(4) after the Employee satisfies the statutory age and service requirements under Code §410(a)(1)(A)

 

 

 

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31.4 Protected Benefits, Right or Features. There are protected benefits, rights or features as set forth in the Addendum for Section 31.4.

 

31.5 SIMPLE 401(k) Election. The Employer elects for this Plan to be a SIMPLE 401(k) Plan as set forth in the Addendum for Section 31.5.

 

31.6 Domestic Partners. A Participant’s Domestic Partner will be deemed to be the Participant’s Beneficiary absent a written Beneficiary designation to the contrary < and will have the same consents rights as a Participant’s Spouse >.

Section 32. Prototype Sponsor Information

 

32.1 Prototype Sponsor Information. The Prototype Sponsor certifies that it will inform the Sponsoring Employer of any amendments to the Plan or of the Prototype Sponsor’s discontinuance or abandonment of the Plan. For more information about the Plan, a Sponsoring Employer may contact the Prototype Sponsor (or its authorized representative) at the following address: Schwab Retirement Plan Services, Inc., 4150 Kinross Lakes Parkway, Richfield, OH 44286. The Prototype Sponsor’s telephone number is (888) 444-4015.

Section 33. Reliance on Opinion Letter

 

33.1 Reliance. The adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the plan is qualified under Code §401(a) only to the extent provided in Revenue Procedure 2011-49. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements that are specified in the opinion letter issued with respect to the plan and in Revenue Procedure 2011-49. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. This Adoption Agreement can be used only in conjunction with Basic Plan #03. The appropriateness of the adoption of this Plan and the terms of the Adoption Agreement, its qualification with the IRS, and the tax and employee benefit consequences are the responsibility of the Employer and its tax and legal advisors. Failure to properly complete this Adoption Agreement may result in disqualification of the Plan.

 

 

 

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Section  34 . Plan Sponsor Signature Provision

 

34.1 Signature of the Sponsoring Employer

Directed Trustee. The undersigned employer hereby appoints Charles Schwab Bank as corporate Trustee under the Separate Trust Agreement attached hereto. Charles Schwab Bank, in accordance with the terms of the Separate Trust Agreement, is only permitted to invest Plan assets as directed by the Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary < or by a Participant in accordance with Section 25.3 of this Adoption Agreement and Section 3.3 of the Separate Trust Agreement >.

 

By  

 

    Date  

 

Print Name  

 

    Title  

 

 

34.2 Witnesses to the Sponsoring Employer’s Signature (Optional unless required by State or Commonwealth law)

 

Signature  

 

    Date  

 

Print Name  

 

     
Signature  

 

    Date  

 

Print Name  

 

     
Signature  

 

    Date  

 

Print Name  

 

     

 

34.3 Acknowledgement of the Sponsoring Employer’s Signature (Optional unless required by State or Commonwealth law)

 

State of  

 

     
County of  

 

     

On the      day of              , 20      , before me, the undersigned, a Notary Public in and for said State, personally appeared                      , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his/her capacity, and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

Notary Public  

 

   
Commission Expires  

 

   

 

 

 

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Section 35. Signatures of Individual Trustees (Not required if a separate trust document is used)

 

Trustee 1:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 2:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 3:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 4:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 5:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 6:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 7:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 8:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 9:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 10:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 11:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

Trustee 12:    Signature   

 

   Date   

 

   Print Name   

 

   Title   

 

 

Contact Address  

 

City  

 

   State   

 

   ZIP Code   

 

 

 

 

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Section 36.    Signature of Corporate Trustee to Serve as Trustee Under Article 9 of the Plan (Not required if a separate trust document is used)

 

Name of Trustee   

 

Signature   

 

     Date  

 

Print Name   

 

     Title  

 

 

Contact Address   

 

City  

 

   State   

                      

   ZIP Code   

 

 

Discretionary Trustee. The corporate Trustee has full discretion in investing Plan assets except as otherwise instructed by the Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary < or by a Participant in accordance with Section 25.3 of the AA >.

 

Directed Trustee. The corporate Trustee is only permitted to invest Plan assets as directed by the Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary < or by a Participant in accordance with Section 25.3 of the AA >.

 

 

 

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Section 37.    Signature of Corporate Trustee Appointed Under Separate Trust Agreement or Corporate Custodian Appointed Under Separate Custody Agreement (as indicated below) in the Form of Such Separate Trust or Separate Custody Agreement (attached hereto)

 

Name of Trustee   

Charles Schwab Bank

Signature   

 

     Date  

 

Print Name   

 

     Title  

 

Charles Schwab Bank

Attention: Business Trust Division

211 Main Street, 14th Floor

San Francisco, California 94105

The corporate Trustee shall serve as a Directed Trustee. The corporate Trustee is only permitted to invest Plan assets as directed by the Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary < or by a Participant in accordance with Section 25.3 of the AA and Section 3.3 of the Separate Trust Agreement >.

 

Name of Custodian  

 

Signature   

 

     Date  

 

Print Name   

 

     Title  

 

Charles Schwab Bank

Attention: Business Trust Division

211 Main Street, 14th Floor

San Francisco, California 94105

The corporate Custodian shall serve as a Directed Custodian. The corporate Custodian is only permitted to invest Plan assets as directed by the Administrator, by the Employer, by an Investment Manager, by another Named Fiduciary < or by a Participant in accordance with Section 25.3 of the AA. and Section 3.3 of the Separate Custody Agreement >.

 

 

 

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Addendum for Section 4.1(q) – Attach if Applicable

“Other” Employee Exclusions for Eligibility Purposes

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

The exclusions entered in Section 1 through Section 6 below cannot result in the group of NHCEs participating under the Plan being only those NHCEs with the lowest amount of Compensation and/or the shortest period of Service and who may represent the minimum number of Employees necessary to satisfy the coverage requirements under Code §410(b). The exclusions also cannot be age or Service related.

Section 1. Describe the “Other” Employees excluded from the Elective Deferral Component of the Plan

Section 2. Describe the “Other” Employees excluded from the Traditional ADP Safe Harbor Component of the Plan

Section 3. Describe the “Other” Employees excluded from the QACA ADP Safe Harbor Component of the Plan

 

 

 

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Addendum for Section 4.1(q): “Other” Employee Exclusions (Continued)

 

Section 4. Describe the “Other” Employees excluded from the ACP Safe Harbor Component of the Plan

Section 5. Describe the “Other” Employees excluded from the Non-Safe Harbor Matching Component of the Plan

Any Employee who is an employee of Engineering Services Group or D3 Technologies, Inc.

Section 6. Describe the “Other” Employees excluded from the Non-Safe Harbor Non-Elective Component of the Plan

 

 

 

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Addendum for Section 5.5 – Attach if Applicable

Predecessor Service for Eligibility Purposes

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Describe the entities for which eligibility Service is credited for the Elective Deferral Component of the Plan

Section 2. Describe the entities for which eligibility Service is credited for the Traditional ADP Safe Harbor Component

Section 3. Describe the entities for which eligibility Service is credited for the QACA ADP Safe Harbor Component of the Plan

 

 

 

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Addendum for Section 5.5: Predecessor Service for Eligibility Purposes (Continued)

 

Section 4. Describe the entities for which eligibility Service is credited for the ACP Safe Harbor Component of the Plan

Section 5. Describe the entities for which eligibility Service is credited for the Non-Safe Harbor Matching Component

Leonard’s Metal, Inc.; LMI Finishing, Inc.; Precise Machine Company; Tempco Engineering, Inc.; Hyco Precision, Inc.; Versaform Corporation; D3 Technologies, Inc.; Integrated Technologies, Inc.; Taylor Aerospace Structural Services, Inc.; Valent Aerostructures, LLC; CT systems; Precision Metalcraft; Aerospace Manufacturing, Inc.; Vision Tech; Tech Investments; DACA Tool Machining; Polster Tool Engineering; AccuTec; Ozark Mountain Technologies

Section 6. Describe the entities for which eligibility Service is credited for the Non-Safe Harbor Non-Elective Component

Leonard’s Metal, Inc.; LMI Finishing, Inc.; Precise Machine Company; Tempco Engineering, Inc.; Hyco Precision, Inc.; Versaform Corporation; D3 Technologies, Inc.; Integrated Technologies, Inc.; Taylor Aerospace Structural Services, Inc.; Valent Aerostructures, LLC; CT systems; Precision Metalcraft; Aerospace Manufacturing, Inc.; Vision Tech; Tech Investments; DACA Tool Machining; Polster Tool Engineering; AccuTec; Ozark Mountain Technologies

 

 

 

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Addendum for Section 8.7(b) – Attach if Applicable

Automatic Contribution Arrangement (ACA)

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Effective Date

 

1.1 Effective Date. June 4, 2015 (must be on or after the new plan effective date or the restatement effective date)

Section 2. Default Percentage Provisions

 

2.1   Default Percentage. The Default Percentage is determined as follows: (check one)
  (a)       Nonescalating Percentage. The Default Percentage is 3  % until changed by subsequent Plan amendment.
  (b)       Escalating Percentage. The initial Default Percentage is      % and will be increased by      percentage point(s) until the Default Percentage is      %. Each increase will be effective at the beginning of the Plan Year unless a different date is entered here:                      .
  (c)       Administrative Policy. The initial Default Percentage will be as described in an administrative policy promulgated by the Administrator.
2.2   Type of Elective Deferrals. Default Elective Deferrals will be classified as: (check one)
  (a)       100% Pre-Tax Elective Deferrals
  (b)       100% Roth Elective Deferrals (the Plan must permit Roth Elective Deferrals)
  (c)            % Pre-Tax Elective Deferrals and      % Roth Elective Deferrals (the Plan must permit Roth Elective Deferrals)
2.3   Covered Employees. The Participants who will be subject to the Default Percentage set forth in Section 2.1 are: (check any)
  (a)       New Participants. All Participants in the Elective Deferral portion of the Plan who: (check one)
     (1)       Become Participants on or after the Effective Date and who have not made any affirmative Elective Deferral Percentage (Pre-Tax or Roth Elective Deferral, if applicable) before the Default Percentage is applied
     (2)       Are hired on or after the Effective Date and who have not made any affirmative Elective Deferral Percentage (Pre-Tax or Roth Elective Deferral, if applicable) before the Default Percentage is applied
  (b)       Lookback Participants. All Participants in the Elective Deferral portion of the Plan on                                               who: (check any that apply)
     (1)       Have not made an affirmative Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable) election
     (2)       Have a 0% Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable)
     (3)       Have an Elective Deferral Percentage (Pre-Tax plus Roth Elective Deferral, if applicable) below the Default Percentage
  (c)       Rehired Participants. All Participants in the Elective Deferral portion of the Plan rehired on or after the Effective Date set forth in Section 1.1 above.
  (d)       Other (complete Section  3 on page 2)
2.4   Expiration of Overriding Election. A Participant’s Overriding Election will: (check any)
  (a)       Not expire
  (b)       Expire at the end of each Plan Year
  (c)       Other (complete Section  4 on page 2)

 

 

 

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Addendum for Section 8.7(b): Automatic Contribution Arrangement (Continued)

Section 3. Describe the Covered Employees (complete if Section 2.3d) of this addendum is checked)

Section 4. Describe when the salary reduction election expires (complete if Section 2.4(c) of this addendum is checked)

 

 

 

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Addendum for Section 11.6 – Attach if Applicable

Additional Non-Safe Harbor Matching Contributions

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

The Non-Safe Harbor Matching Contribution set forth in this Addendum is < ☐ in addition to > < ☒ in lieu of > the Non-Safe Harbor Matching Contribution under Section 11.6 of the AA. The provisions of this Addendum apply solely to the Employer/Employees specified herein.

Section 1. Eligible Employer

 

1.1    Eligible Employers. The Non-Safe Harbor Matching Contribution under this addendum will only be made on behalf of the
   Eligible Employees who are employed by Engineering Services Group and D3 Technologies, Inc.                             
                                                                                                                                                                                                                             .

Section 2. Eligible Employees

 

2.1 Eligible Employees. All Employees of the Employers listed in Section 1.1 above are eligible for the Non-Safe Harbor Matching Contribution under this addendum < ☒ except for the ineligible class or classes of Employees selected below >:
(a)       Union Employees
(b)       Non-Resident Alien Employee
(c)       Merger and Acquisition Employees (but only during the statutory exclusion period)
(d)       403(b) Employees
(e)       Highly Compensated Employees
(f)       Leased Employees
(g)       Key Employees
(h)       Salaried Employees
(i)       Hourly Employees
(j)       Commissioned Employees
(k)       Part-Time Employees 1
(l)       Temporary Employees 1
(m)       Self-Employed Individuals
(n)       Employees classified by the Employer as independent contractors
(o)       Puerto Rico Based Employees
(p)       Employees employed on or after the following date                     
(q)       Other (complete Section  10 below)

 

1   An Employee excluded under this section 2.1(k) and 2.1(l) will nevertheless be considered an Eligible Employee if such Employee is credited with at least 1,000 Hours of Service during an Eligibility Computation Period.

Section 3. Age and Service Requirements

 

3.1 Minimum Age/Service Requirements. The minimum age/Service requirement to participate in the Non-Safe Harbor Matching Contribution provided under this addendum are as selected below:

 

  (a) Age Requirement: 18 (the age entered cannot be more than 21 – enter “None” if there is no age requirement)

 

  (b) Service Requirement: (check one)

 

  (1) None

 

  (2)          Year(s) 1

 

  (3) 6 months 2

 

  (4)          weeks 3

 

  (5)          days 4

 

 

 

 

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1 The number of years cannot exceed 2 . If the Elapsed Time Method is elected, a Year of Eligibility Service is equal to a 1-Year Period of Service. If the Counting of Hours Method is elected, 1 Year of Eligibility Service is equal to the number of Hours of Service required during an Eligibility Computation Period. Any Service requirement of more than 2 years requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
2 The number of months cannot exceed 24 . If Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of months. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive calendar months of employment to a maximum of 11. Any Service requirement of more than 12 months requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
3 The number of weeks cannot exceed 104 . If the Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of weeks. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive weeks of employment to a maximum of 51. Any Service requirement of more than 12 months requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.
4 The number of days cannot exceed 730 . If the Elapsed Time Method is elected, the Service requirement will be a Period of Service equal to the indicated number of days. If the Counting of Hours Method is elected, the Service requirement will be 1 Year of Eligibility Service in which the Employee is credited with 1,000 Hours of Service, or, if earlier, the indicated number of consecutive days of employment to a maximum of 364. Any Service requirement of more than 12 months requires 100% full and immediate Vesting with respect to the applicable Component of the Plan.

 

  (c) Supplemental Service Requirement. If Section (b)(3), (4) or (5) above is checked and Eligibility Service is determined by the Counting of Hours Method under Section 5.4(b) of the AA, an Employee must also be credited with at least:

 

  (1)          Hours of Service during each month/week/day in the period in order for that month/week/day to be counted

 

  (2)          Hours of Service during the entire period in order for the period to be counted.

 

3.2 Waiver of Age and Service Requirements. To the extent selected below, the requirements in Section 3.1 above are waived.

 

  (a) The date of the waiver is: (check one)

 

  The date the AA is signed by the Sponsoring Employer

 

  The following date                     

 

  (b) The eligibility requirements being waived are: (check all that apply)

 

  The age requirement

 

  The service requirement

 

  (c) The waiver applies to all Eligible Employees who are employed on the date selected in (1)  above < ☐ and who are expected to be credited with at least          Hours of Service per month >, and each affected Eligible Employee will enter the Plan as a Participant for the purpose of this paragraph as of such date.

Section 4. Entry Dates

 

4.1 Entry Dates. An Eligible Employee under Section 2 above who has satisfied the age and Service requirements under Section 3 above will enter the Plan as a Participant on the entry date selected below.

Note: If Section 3.1(b)(3), (4) or (5) of this Addendum is checked, and Eligibility Service is determined by the Counting of Hours Method, an Eligible Employee who is entering the Plan after satisfying the failsafe 1 Year of Eligibility Service component of the Service requirement will enter the Plan as a Participant on the earlier of (1) the first day of the Plan Year that occurs after the date he or she satisfies the 1 Year of Eligibility Service requirement (and any applicable age requirement) or (2) the date that occurs six months after the date he or she satisfies the 1 Year of Eligibility Service requirement (and any applicable age requirement). The Entry Date above will only apply to an Eligible Employee who is entering the Plan after satisfying the month/day/weeks component of the Service requirement (and any applicable age requirement).

(a) ☐ Retroactive to the first day of the Plan Year in which the requirements are satisfied.

(b) The first day of the Plan Year coincident with or following the date the requirements are satisfied. 1

(c) The first day of the Plan Year nearest the date the requirements are satisfied.

(d) ☐ The last day of the Plan Year coincident with or following the date the requirements are satisfied. 1

(e) The last day of the Plan Year nearest the date the requirements are satisfied.

 

 

 

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  (f) ☒ The first day of the month coincident with or following the date the requirements are satisfied.

 

  (g) ☐ The first day of the payroll period coincident with or following the date the requirements are satisfied.

 

  (h) ☐ The same day the requirements are satisfied.

 

  (i) ☐ The first day of the 1 st or 7 th month of the Plan Year coincident with or following the date the requirements are satisfied.

 

  (j) ☐ The last day of the 6 th or 12 th month of the Plan Year coincident with or following the date the requirements are satisfied.

 

  (k) ☐ The first day of the 1 st , 4 th , 7 th or 10 th month of the Plan Year coincident with or following the date the requirements are satisfied.

 

  (l) ☐ The last day of the 3 rd , 6 th , 9 th or 12 th month of the Plan Year coincident with or following the date the requirements are satisfied.

 

1 This option cannot be checked if the age requirement in 3.1(a) of this Addendum is 21 and/or if one of the following service requirements is checked in this Addendum: 3.1(b)(2); 3.1(b)(3) and the number of months selected is more than 6; 3.1(b)(4) and the number of weeks selected is more than 26; or 3.1(b)(5) and the number of days selected is more than 182.

Section 5. Matching Contribution Formulas

 

5.1 Contribution Formula. Non-Safe Harbor Matching Contributions under this addendum will be determined by the formula selected below.

 

  (a) Totally Discretionary Formula (Non-Tiered). Subject to the requirements set forth in Section 3.3(a) of the BPD, the Employer’s Non-Safe Harbor Matching Contribution for any Allocation Period is totally discretionary.

 

  (b) Using the Participant Group Allocation method. Each Participant will be assigned to his or her own Allocation Group.

 

  (c) Discretionary Formula (Tiered or Non-Tiered) With Fixed Maximum. The Employer may make a Non-Safe Harbor Matching Contribution for any Allocation Period equal to a discretionary percentage of each Benefiting Participant’s Elective Deferrals. The Non-Safe Harbor Matching Contribution will not exceed the following amount for any Allocation Period on behalf of any Benefiting Participant:

 

  (1)      % of a Benefiting Participant’s Elective Deferrals

 

  (2)      % of a Benefiting Participant’s Compensation

 

  (3) ☐ $          for a Benefiting Participant

 

  (4) ☐ The lesser of      % of a Benefiting Participant’s Compensation or $         

 

  (5) 50 % of a Participant Elective Deferrals that do not exceed 3 % of his or her Compensation

 

  (d) Mandatory Non-Tiered Formula. The Employer must make a Non-Safe Harbor Matching Contribution equal to      % of each Benefiting Participant’s Elective Deferrals < ☐ not to exceed the following for an Allocation Period >:

 

  (1)      Elective Deferrals in excess of      % of each Benefiting Participant’s Compensation
 

(2)

     $          for each Benefiting Participant
  (3)      The lesser of Elective Deferrals in excess of $          or      % of each Benefiting Participant’s Elective Deferrals (max. 100%), but only the Participant’s Elective Deferrals up to      % of Compensation will be matched.

 

  (e) Mandatory Tiered Formula Based on Percentage of Compensation Deferred. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the tiered formula below. (Complete each tier that applies, but note that the rate of Non-Safe Harbor Matching Contributions cannot increase as Elective Deferrals increase)

 

  (1) 1st tier      % of Elective Deferrals that do not exceed      % of Compensation

 

  (2) 2nd tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (3) 3rd tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (4) 4th tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (5) 5th tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (6) 6th tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (7) 7th tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

  (8) 8th tier      % of Elective Deferrals that exceed      % but not      % of Compensation

 

 

 

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  (f) Mandatory Tiered Formula Based on Dollar Amounts Deferred. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the amount determined by the tiered formula below. (Complete each tier that applies)

 

  (1) 1st tier      % of Elective Deferrals that do not exceed $         

 

  (2) 2nd tier      % of Elective Deferrals that exceed $          but not $         

 

  (3) 3rd tier      % of Elective Deferrals that exceed $          but not $         

 

  (4) 4th tier      % of Elective Deferrals that exceed $          but not $         

 

  (5) 5th tier      % of Elective Deferrals that exceed $          but not $         

 

  (6) 6th tier      % of Elective Deferrals that exceed $          but not $         

 

  (7) 7th tier      % of Elective Deferrals that exceed $          but not $         

 

  (8) 8th tier      % of Elective Deferrals that exceed $          but not $         

 

  (g) Mandatory Years of Service Formula. The Employer must make a Non-Safe Harbor Matching Contribution for each Benefiting Participant equal to the Matching percentage indicated below of each Benefiting Participant’s Elective Deferrals based on the Benefiting Participant’s years of Service as determined for < ☐ Eligibility > < ☐ Vesting > purposes. Service with the entities listed in the Addendum for Section 5.5 or in the Addendum for Section 14.8 will < ☐ not > be counted in determining a Participant’s Service under this paragraph.

 

  Years of Service    Matching%     
  (1)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (2)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (3)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (4)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (5)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (6)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (7)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >
  (8)                         to                               %      < ☐ up to $          > < ☐ up to      % of Compensation >

 

5.2 Allocation Period. The Allocation Period for Non-Safe Harbor Matching Contributions is: (check one)

 

  (a) ☐ Each payroll period

 

  (b) ☐ Each month

 

  (c) ☐ Each Plan quarter

 

  (d) ☒ On an annual basis

 

  (e) ☐ As determined by the Employer (provided this does not discriminate in favor of HCEs)

 

5.3 Additional Matching Contribution Rules. The following rules will apply to Non-Safe Harbor Matching Contributions: (check all that apply)

 

  (a) Catch-Up Contributions will be matched < ☐ but any limitations selected under Section 5.1 will be disregarded >.

 

  (b) ☐ Voluntary Employee Contributions will be matched < ☐ but any limitations selected under Section 5.1 will be disregarded >.

 

  (c) ☒ A true-up contribution will be applied < ☒ at the discretion of the Employer >.

Section 6. Benefiting Participants

 

6.1 Benefiting Participants. Any Employee who has entered the Plan as a Participant for purposes of this addendum and makes an Elective Deferral in an Allocation Period < ☐ and who is an NHCE for that Allocation Period > will be a Benefiting Participant under this Section for an Allocation Period provided the Participant satisfies the conditions indicated below for the Allocation Period < ☒ and provided the Participant is still an Eligible Employee under Section 2.1 above on the last day of the Allocation Period (or earlier Termination of Employment) >.

 

 

 

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Participants Still
Employed 1

  

Participants Who
Retired 2

  

Participants Who
Became Disabled  3

  

Participants Who
Died 4

  

Participant Who

Terminated for

Other Reasons  5

(a)    Will not be a Benefiting Participant 6               

X

(b)    Will always be a Benefiting Participant   7       X    X    X   
(c)   

Must be credited with at least the following Hours of Service 8

(max. 1,000 hours)

   1,000 hours            
(d)   

Must be credited with at least the indicated Period of Service 9

(max. 6 months)

              
(e)   

Must be credited with at least the indicated calendar months of employment 10

(max. 6 months )

              
(f)   

Must be credited with at least the indicated days of employment 11

(max. 182 days)

              

 

1 Participants who are still Employees on the last day of the Allocation Period
2 Participants who Terminate Employment before the last day of the Allocation Period because of Normal < or Early > Retirement Age
3 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s Disability
4 Participants who Terminate Employment before the last day of the Allocation Period because of the Participant’s death
5 Participants who Terminate Employment before the last day of the Allocation Period for reasons other than retirement, death or Disability
6 The Participant will not be a Benefiting Participant regardless of the length of Service during the Allocation Period
7 The Participant will always be a Benefiting Participant regardless of the length of Service during the Allocation Period
8 The Participant must be credited with at least the specified number of Hours of Service during the Allocation Period
9 The Participant must be credited with at least the specified Period of Service during the Allocation Period
10 The Participant must be credited with at least the specified number of consecutive calendar months of employment during the Allocation Period
11 The Participant must be credited with at least the specified number of consecutive calendar days of employment during the Allocation Period

Section 7. Vesting Provisions

 

7.1 Vesting. A Participant’s Vested Interest in any Non-Safe Harbor Matching Contributions which are allocated on his or her behalf under this addendum will be determined by the provisions selected below.

 

  (a) Vesting in Non-Top Heavy Plan Years. A Participant’s Vested Interest in a non-Top Heavy Plan Year will be determined by the Vesting schedule selected below: (check one)

 

  (1) 100% full and immediate

 

  (2) The schedule set forth below, which must be at least as favorable as the statutory Vesting schedule set forth in Code §411(a)(2):

 

  1 Year of Vesting Service   25 %   
  2 Years of Vesting Service   50 %   
  3 Years of Vesting Service   75 %   
  4 Years of Vesting Service   100 %   
  5 Years of Vesting Service   100 %   
  6 Years of Vesting Service   100 %   

 

 

 

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   (b)    Vesting in Top Heavy Plan Years. A Participant’s Vested Interest in a Top Heavy Plan Years will be determined by the Vesting schedule selected below: (check one)
     (1)        100% full and immediate
     (2)       

The schedule set forth below, which must be at least as favorable as the statutory Vesting schedule set forth in Code §416(b)(1):

 

        1 Year of Vesting Service     25 %    
        2 Years of Vesting Service     50 %    
        3 Years of Vesting Service     75 %    
        4 Years of Vesting Service     100 %    
        5 Years of Vesting Service     100 %    
        6 Years of Vesting Service     100 %    

 

   (c)    Service Excluded for Vesting. All Service with the Employer is counted in determining a Participant’s Vested Interest under this Section except the following: (check any that apply)
     (1)       Service before age 18
     (2)       Service before the Employer maintained this Plan or a predecessor plan
     (3)       Service during a period for which the Employee made no mandatory contributions to the Plan

Section 8. Use of Forfeitures

 

8.1 Use of Forfeitures. Forfeitures of Non-Safe Harbor Matching Contributions under this addendum that are not used to pay administrative expenses or to restore forfeited accounts as permitted under Section 3.13 of the BPD will be: (check one)

 

   (a)      Used to reduce other Employer contributions, added to other Employer contributions, or reallocated, as elected by the Employer
   (b)      Used as set forth in Section 11 of this Addendum

Section 9. Definition of Compensation

 

9.1 Definition of Compensation. A Participant’s Compensation for purposes of this addendum will be determined as indicated below: (check one)

 

   (a)      Form W-2 Compensation
   (b)      Code §3401 Compensation
   (c)      Code §415 Safe Harbor Compensation

 

9.2 Compensation Determination Period. The Compensation measuring period is: (check one)

 

   (a)      Plan Year
   (b)      Fiscal Year
   (c)      Calendar year

 

9.3 Exclusions from Compensation. The categories of remuneration, if any, selected below will not be counted as Compensation for purposes of this addendum: (check all that apply)

 

   (a)      None
   (b)      Back Pay
   (c)      Bonuses
   (d)      Code §414(s) Safe Harbor Exclusions
   (e)      Commissions
   (f)      Compensation received while an ineligible Employee
    (g)      Compensation received prior to Plan participation
   (h)      Deemed Code §125 Compensation
   (i)      Differential Wage Payments
    (j)      Elective Contributions

 

 

 

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  (k) ☐ Foreign Compensation

 

  (l) ☐ Overtime

 

  (m) Post-Severance Compensation

 

  (n) ☒ Other (complete Section  12 below)

Note: If (c), (e), (l), (m) or (n) is checked, the definition of Compensation with respect to this Component of the Plan may fail to satisfy the safe harbor requirements unless such compensation is excluded only with respect to HCEs under Section 9.4 below.

 

9.4 Participants to Whom Compensation Exclusions Apply. The amounts excluded under Section 9.3(c), (e), (l), (m) or (n) above will only be excluded with respect to the following Participants: (check all that apply)

 

  (a) ☐ Highly Compensated Employees

 

  (b) ☐ Other (cannot be a class that only includes NHCEs)                                                                                                           

                                                                                                                                                                                                                             

Section 10. Describe the “Other” Excluded Employees (complete if Section 2.1(q) is checked)

Note: The exclusions cannot result in the group of NHCEs participating under the Plan being only those NHCEs with the lowest amount of Compensation and/or the shortest period of Service and who may represent the minimum number of Employees necessary to satisfy the coverage requirements under Code §410(b). The exclusions also cannot be age or Service related.

Any Employee who is not employed by Engineering Services Group or D3 Technologies, Inc.

Section 11. Describe How Forfeitures Will Be Used ( complete if Section 8.1(b) is checked)

Section 12. Described the “Other” Excluded Compensation ( complete if Section  9.3(n) is checked)

Any amount received as foreign taxes; workers’ compensation; qualified or nonqualified stock options

 

 

 

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Addendum for Section 13.2(n) – Attach if Applicable

Compensation Exclusions

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Describe the “Other” Compensation excluded from the Elective Deferral Component of the Plan

Any amount received as foreign taxes; workers’ compensation; qualified or nonqualified stock options

Section 2. Describe the “Other” Compensation excluded from the Traditional ADP Safe Harbor Component of the Plan

Section 3. Describe the “Other” Compensation excluded from the QACA ADP Safe Harbor Component of the Plan

 

 

 

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Addendum for Section 13.2(n): “Other” Compensation Exclusions (Continued)

Section 4. Describe the “Other” Compensation excluded from the ACP Safe Harbor Component of the Plan

Section 5. Describe the “Other” Compensation excluded from the Non-Safe Harbor Matching Component of the Plan

Any amount received as foreign taxes; workers’ compensation; qualified or nonqualified stock options

Section 6. Describe the “Other” Compensation excluded from the Non-Safe Harbor Non-Elective Component of the Plan

Any amount received as foreign taxes; workers’ compensation; qualified or nonqualified stock options

 

 

 

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Addendum for Section 14.8 – Attach if Applicable

Predecessor Service for Vesting Purposes

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Describe the entities for which Service is credited for Vesting under the QACA ADP Safe Harbor Component of the Plan

Section 2. Describe the entities for which Service is credited for Vesting under the ACP Safe Harbor Component of the Plan

Section 3. Describe the entities for which Service is credited for Vesting under the Non-Safe Harbor Matching Component of the Plan

Leonard’s Metal, Inc.; LMI Finishing, Inc.; Precise Machine Company; Tempco Engineering, Inc.; Hyco Precision, Inc.; Versaform Corporation; D3 Technologies, Inc.; Integrated Technologies, Inc.; Taylor Aerospace Structural Services, Inc.; Valent Aerostructures, LLC; CT systems; Precision Metalcraft; Aerospace Manufacturing, Inc.; Vision Tech; Tech Investments; DACA Tool Machining; Polster Tool Engineering; AccuTec; Ozark Mountain Technologies

Section 4. Describe the entities for which Service is credited for Vesting under the Non-Safe Harbor Non-Elective Component of the Plan

Leonard’s Metal, Inc.; LMI Finishing, Inc.; Precise Machine Company; Tempco Engineering, Inc.; Hyco Precision, Inc.; Versaform Corporation; D3 Technologies, Inc.; Integrated Technologies, Inc.; Taylor Aerospace Structural Services, Inc.; Valent Aerostructures, LLC; CT systems; Precision Metalcraft; Aerospace Manufacturing, Inc.; Vision Tech; Tech Investments; DACA Tool Machining; Polster Tool Engineering; AccuTec; Ozark Mountain Technologies

 

 

 

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Addendum for Section 31.4 – Attach if Applicable

Protected Benefits, Rights or Features

 

Name of Plan   

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Describe the first protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, Non-Safe Harbor Matching Contribution Account balances as of December 31, 2014 are 100% vested. New contributions on or after January 1, 2015 will be subject to the vesting schedules in Sections 14.2 and 14.3.

Section 2.  Describe the second protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, Non-Safe Harbor Non-Elective Contribution Account balances as of June 3, 2015 will continue to be subject to the following vesting schedule:

 

  1 Year of Service   =      10%   
  2 Years of Service   =      20%   
  3 Years of Service   =      40%   
  4 Years of Service   =      60%   
  5 Years of Service   =      80%   
  6 Years of Service   =      100%   

New contributions on or after June 4, 2015 will be subject to the vesting schedules in Sections 14.2 and 14.3.

Section 3. Describe the third protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, Participants that terminated employment in the Valent Aerostructures, LLC 401(k) Plan before June 4, 2015 will be subject to the following vesting schedule for Non-Safe Harbor Matching Contribution Accounts:

 

  1 Year of Service   =      20%   
  2 Years of Service   =      40%   
  3 Years of Service   =      60%   
  4 Years of Service   =      80%   
  5 Years of Service   =      100%   

 

 

 

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Addendum for Section 31.4: Protected Benefits, Rights or Features (Continued – if applicable)

 

Section 4. Describe the fourth protected benefit, right or feature

Notwithstanding Section 17.1 of the Adoption Agreement, for Participants in the Valent Aerostructures, LLC 401(k) Plan as of the merger date of June 4, 2015, the Normal Retirement Age is 59 1/2.

Section 5. Describe the fifth protected benefit, right or feature

Notwithstanding Section 20.3(b) of the Adoption Agreement, the definition of Disability that is reflected in Section 20.3(b)(1) will apply only to Participants in the Valent Aerostructures, LLC 401(k) Plan as of the merger date of June 4, 2015.

Section 6. Describe the sixth protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, any Participant who was a Participant in the LMI Aerospace Regional Savings Plan as of 12/31/04 and who had completed 2 or more Years of Service as of that date will have such Participant’s Vested Interest in his or her Non-Elective Contributions Account at any given time determined in a non-Top Heavy Plan Year by the following vesting schedule based on the number of Years of Service the Participant has completed.

 

  1 Year of Service     =      0%
  2 Years of Service     =      20%
  3 Years of Service     =      40%
  4 Years of Service     =      60%
  5 Years of Service     =      80%
  6 Years of Service     =      100%

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 2 of 4   IRS Serial No:       J399532a      


Addendum for Section 31.4: Protected Benefits, Rights or Features (Continued – if applicable)

 

Section 7. Describe the seventh protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, any Participant who was a Participant in the Intec 401(k) Plan as of 3/17/10 will have such Participant’s Vested Interest in his or her Non-Safe Harbor Matching Account and/or Non-Elective Contribution Account relative to contributions made to his or her Non-Safe Harbor Matching Account and/or Non-Elective Contribution Account on or before 3/17/10 determined in a non-Top Heavy Plan Year by the following vesting schedule based on the number of Years of Service the Participant has completed.

 

  1 Years of Service   =      20%   
  2 Years of Service   =      40%   
  3 Years of Service   =      60%   
  4 Years of Service   =      80%   
  5 Years of Service   =      100%   

Section 8. Describe the eighth protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, any Participant who was a Participant in the D3 Technologies, Inc. 401(k) Profit Sharing Plan as of 2/1/09 will have such Participant’s Vested Interest in his or her Non-Elective Contribution Account relative to contributions made to his or her Non-Elective Contribution Account with respect to any Plan Year beginning on or before 1/1/09 determined in a non-Top Heavy Plan Year by the following vesting schedule based on the number of Years of Service the Participant has completed.

 

  1 Year of Service   =      0%   
  2 Years of Service   =      20%   
  3 Years of Service   =      40%   
  4 Years of Service   =      60%   
  5 Years of Service   =      80%   
  6 Years of Service   =      100%   

Section 9. Describe the ninth protected benefit, right or feature

Notwithstanding Sections 14.2 and 14.3 of the Adoption Agreement, any Participant who was a Participant in the TASS, Inc. 401(k) Plan prior to 7/1/14 will have such Participant’s Vested Interest in his or her Non-Elective Contribution Account relative to contributions made to his or her Non-Elective Contribution Account on or before 6/30/14 determined in a non-Top Heavy Plan Year by the following vesting schedule based on the number of Years of Service the Participant has completed, including any Years of Service completed prior to attaining age 18.

 

  1 Year of Service   =      0%   
  2 Years of Service   =      0%   
  3 Years of Service   =      100%   

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 3 of 4   IRS Serial No:       J399532a      


Addendum for Section 31.4: Protected Benefits, Rights or Features (Continued – if applicable)

 

Section 10. Describe the tenth protected benefit, right or feature

Notwithstanding Section 14.4 of the Adoption Agreement, former Participants in the Valent Aerostructures, LLC 401(k) Plan will have all Service with Valent Aerostructures, LLC count toward Vesting in Sections 14.2 and 14.3, including Service prior to Age 18.

Section 11. Describe the eleventh protected benefit, right or feature

Section 12. Describe the twelfth protected benefit, right or feature

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 4 of 4   IRS Serial No:       J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Leonard’s Metal, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

LMI Finishing, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Precise Machine Partners, L.L.P.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Tempco Engineering, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Versaform Corporation

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Integrated Technologies, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

D3 Technologies, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer re-adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Valent Aerostructures, LLC

Effective as of June 4, 2015, 1 the above named Adopting Employer adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a      


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Ozark Mountain Technologies, LLC

Effective as of June 4, 2015, 1 the above named Adopting Employer adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a


Addendum for Section 1.6

Adopting Employer Agreement

(Complete and attach if applicable)

 

Name of Plan:  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Name of Sponsoring Employer:  

LMI Aerospace, Inc.

Name of Adopting Employer:  

Polster Tool Engineering, Inc.

Effective as of June 4, 2015, 1 the above named Adopting Employer adopts the Plan as established by the Sponsoring Employer and agrees to be an Adopting Employer under the Plan. The Adopting Employer agrees to abide by such rules and procedures as the Plan Administrator deems necessary for the proper administration of the Plan. Section 33 of the AA titled “Reliance on Opinion Letter” is specifically incorporated herein by reference and applies to the adoption of the Plan by the Adopting Employer.

 

1 The adoption date by an Adopting Employer cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The re-adoption date by an Adopting Employer cannot be earlier than the effective date the Plan is amended and restated.

 

Signature of the Sponsoring Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

Signature of the Adopting Employer
By  

 

    Title  

 

Print Name  

 

    Date  

 

 

 

 

Profit Sharing / 401(k) Non-Standardized   Page 1 of 1   IRS Serial No: J399532a


LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Participant Loan Program for Enhanced Loan Processing

The LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust (the “Plan”) permits loans to be made to Participants. However, before any loan is made, the Plan requires that a written loan program be established which sets forth the rules and guidelines for making Participant loans. Effective June 4, 2015, this document shall serve as the required written loan program. In addition, the Plan Administrator (as defined in the Plan) may use this document to serve as, or supplement, any required notice of the loan program to Participants. All references to the “Trustee” in this loan program shall mean the Trustee set forth in the Plan.

 

  1) The Plan Administrator is authorized to administer the participant loan program and is the fiduciary responsible for administering the loan program. All applications for loans shall be made by a Participant to the Plan Administrator or its delegates using an electronic authorization system available via the Charles Schwab Hotline or Charles Schwab Web Site.

 

  2) All references to “Participants” in this loan program shall include Participants and their beneficiaries who are “parties in interest” as defined in ERISA §3(14).

 

  3) The Plan Administrator or its delegate shall consider all loan applications within a reasonable time after the Participant makes formal application.

 

  4) Loans shall be available to all Participants on a reasonably equivalent basis. Loans shall not be made available to Highly Compensated Employees (as defined in the Plan) in an amount greater than the amount available to other Participants.

 

  5) The Plan Administrator or its delegate shall determine whether a Participant qualifies for a loan based on the value of his vested account balance and the outstanding balance if any, of the Participant’s current loans.

 

  6) The Plan shall consider a Participant’s vested account balance under the Plan to be adequate security. In no event shall more than 50% of a Participant’s vested account balance under the Plan (determined immediately after origination of the loan) be used as security for the loan. It shall be the policy of the Plan not to make loans that require security other than the Participant’s vested interest in the Plan.

 

  7) No Participant who has a prior loan from the Plan that was deemed distributed due exclusively to the Participant’s failure to make payments may apply for a new loan until the deemed distributed loan has been offset or paid in full.

 

  8) Upon the Participant’s satisfaction of the criteria established for granting a loan, the Trustee shall require that the Participant execute all documents necessary to establish the loan and provide the Plan with adequate security. The Participant’s assigned personal identification number (PIN) and endorsement of the loan check will be used as a complete substitute for the signature approval that is generally included on the promissory note for the loan.

 

1


  9) With regard to any loan made pursuant to this program, the following rule(s) and limitation(s) shall apply, in addition to such other requirements set forth in the Plan:

 

  (i) The minimum amount of a loan granted to any Participant from the Plan shall be $1,000.

 

  (ii) The maximum amount of a loan granted to any Participant from the Plan, when added to the outstanding balance of all other loans from the Plan, shall be the lesser of:

 

  (a) $50,000, reduced by the excess (if any) of the highest outstanding balance of the Participant’s loans from the Plan during the 1-year period ending the day before the new loan is made, over the outstanding balance of the Participant’s loans from the Plan on the day the loan is made; or

 

  (b) fifty percent (50%) of the Participant’s vested account balance in the Plan.

Note that for purposes of applying these limits, all plans maintained by the Employer or by an Affiliated Employer will be treated as one plan.

 

  (iii) Each loan shall be an earmarked investment of the Participant’s account. Subject to any restrictions on withdrawals from a particular investment fund, loan proceeds will be taken pro rata from the investment fund or funds in which the Participant’s account balance is invested. However, loan proceeds will not be taken from any portion of a Participant’s account that is invested in an employer stock investment fund. If a Participant has a Personal Choice Retirement Account®, such Participant will be contacted if funds in this account need to be liquidated to provide loan proceeds. As a loan is repaid, a Participant’s payments will be allocated to the investments he or she has selected under the Plan (or, where appropriate, investments that are considered the Plan’s default investment fund(s)) on a pro-rata basis, based on the investment election in effect on the date a payment is deposited to the Plan.

 

  (iv) The Plan may not permit distributions in the form of a joint and survivor annuity. If the Plan does permit such distributions it may not use this Participant Loan Program.

 

  (v) Only 2 outstanding loans per Participant will be permitted. However, Participants who have more than 2 loans as of the effective date of this loan program will be allowed to pay off their loans pursuant to the original loan terms.

 

  (vi) All expenses associated with the establishment of the loan ($75 per loan) will be charged to the Participant’s account unless otherwise stated in the Charles Schwab Services Agreement between the Plan Administrator and Charles Schwab & Co., Inc.

 

  (vii) All loans must be repaid in substantially equal payments not less frequently than quarterly through direct after-tax payroll deduction while the Participant is actively employed. Loan repayments will be applied to principal and interest over the term of the loan.

 

  (viii) Upon termination of employment, all loans will immediately become due and payable. If a loan is not repaid within a reasonable time following termination of employment, the loan will be offset against the Participant’s vested account balance.

 

2


  (ix) Loans may be prepaid in their entirety at any time. Any such prepayment shall be made by money order or cashier’s check payable to the order of the Plan. Partial prepayments are not permitted.

 

  (x) Loans are available exclusively from a Participant’s vested account balance. However, loans are not available from any portion of a Participant’s vested account balance that is invested in an employer stock investment fund.

 

  (xi) Loans must be repaid over a period of time not to exceed five years. However, loans that are used to purchase a Participant’s principal residence may be repaid over a period of time not to exceed 20 years.

 

  (xii) The interest rate on the loan will be a reasonable rate of interest to be determined based on current interest rates charged by persons in the business of lending money for similar loans at the time the loan is made. The interest rate will remain fixed over the loan term and will not be renegotiated. The Plan Administrator will provide Participants with the current interest rate via the Charles Schwab Hotline or Charles Schwab Web Site.

 

  10) A default shall occur upon the failure of a Participant to timely remit payments under the loan when due. In such event, the Plan Administrator may instruct the Trustee to take such reasonable actions which a prudent fiduciary in like circumstances would take to protect and preserve Plan assets. However, the Plan Administrator shall not be required to commence such actions immediately upon a default. Instead, the Plan Administrator may grant the Participant a cure period to correct any default. Such cure period may not extend beyond the last day of the calendar quarter following the calendar quarter in which the required installment payment was due. The Plan Administrator and the Trustee will treat a loan that has been defaulted upon and not corrected within the cure period as a deemed distribution from the Plan.

 

  11) If a Participant is on a bona fide leave of absence (either a leave without pay or a leave at a rate of pay that is less than the amount of the loan installment payments) that is one year or less, the Plan Administrator may suspend any payments on the loan during such leave of absence. When the leave ends, the loan (including any interest that accrues during the leave of absence) must be repaid by the latest date permitted under Internal Revenue Code §72(p)(2)(B). The amount of the loan installment payments due after the leave ends must not be less than the amount required under the terms of the original loan.

 

  12) Notwithstanding any provision of the Plan to the contrary, loan repayments for Participants performing military service will be suspended as permitted under Internal Revenue Code §414(u)(4). The amount and frequency of the loan installment payments due after the military service ends must not be less than the amount and frequency under the terms of the original loan. The loan (including any interest that accrues during the military service) must be repaid by the end of the period which equals the original term of the loan plus the period of the military service.

 

3


  13) Refinancing of loans will be permitted in limited circumstances at the direction of the Plan Administrator. Refinancing will not be available to correct a defaulted loan that has exceeded its cure period. All refinancings will comply with the provisions of Internal Revenue Code §72(p) and corresponding Treasury Regulations. A Participant must execute new documentation for a refinanced loan.

The undersigned hereby acknowledges having received, read and understood the provisions of this Participant Loan Program and agrees to be bound by all of the provisions herein contained. This Participant Loan Program is designed to meet the requirements specified under Department of Labor Regulation §2550.408-1, as modified by Department of Labor Advisory Opinion 89-30A, regarding written loan programs. This Participant Loan Program may be changed only by a written agreement.

 

LMI AEROSPACE, INC.

Plan Administrator

By:  

 

Title:  

 

Date:  

 

 

4


FIRST AMENDMENT TO THE

LMI AEROSPACE, INC. PROFIT SHARING AND SAVINGS PLAN AND TRUST

WHEREAS, LMI Aerospace, Inc. (the “Employer”) adopted a restatement of the LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust (the “Plan”), effective as of June 4, 2015; and

WHEREAS, the Employer has the ability to amend the Plan pursuant to Section 11.1; and

WHEREAS, the Employer now desires to amend the Plan to change the Automatic Enrollment to an Eligible Automatic Contribution Arrangement (EACA), allow for Permissible Withdrawals, and to clarify which participants the annual lookback applies to.

NOW, THEREFORE, the Employer hereby amends the Plan in the following respects, effective as of January 1, 2016:

 

1. Section 8.7 of the Adoption Agreement is amended to read as follows:

 

  Automatic Enrollment . Automatic enrollment is permitted as selected below: ( check all that apply ). 1

 

  (a) ☐ Pursuant to a “negative election” policy established by the Administrator

 

  (b) ☐ Pursuant to an Automatic Contribution Arrangement (ACA) as set forth in the Addendum for Section 8.7(b)

 

  (c) ☒ Pursuant to an Eligible Automatic Contribution Arrangement (EACA) as set forth in the Addendum for Section 8.7(c)

 

  (d) ☐ Pursuant to a Qualified Automatic Contribution Arrangement (QACA) as set forth in the Addendum for Section 8.7(d)

 

2. Section 8.9 of the Adoption Agreement is amended to read as follows:

Permissible Withdrawals . If the Plan is an Eligible Automatic Contribution Arrangement (EACA), a Participant may apply for a Permissible Withdrawal, subject to the following: (check all that apply)

 

  (a) ☐ Such applications are permitted for Covered Employees who for an entire Plan Year did not have a Default Percentage applied

 

  (b) ☒ Such applications can only be made within 90 (at least 30 and not more than 90) days of the date the Compensation subject to the Default Percentage would have otherwise been included in the Participant’s gross income

 

3. The ACA Addendum for Section 8.7(b) of the Adoption Agreement is hereby removed and effective January 1, 2016 is replaced by the attached EACA Addendum for Section 8.7(c).

 

4. In all other respects, the terms of this Plan are hereby ratified and confirmed.

IN WITNESS WHEREOF, the Employer has caused this First Amendment to be executed in duplicate counterparts, each of which shall be considered as an original, as of the date indicated below.

 

    

/s/ Lori L. Stewart

Witness
LMI AEROSPACE, INC.
By:  

/s/ Renée Skonier

Title:  

General Counsel, Secretary

Date:  

March 8, 2016

 


Addendum for Section 8.7(c) – Attach if Applicable

Eligible Automatic Contribution Arrangement (EACA)

 

Name of Plan  

LMI Aerospace, Inc. Profit Sharing and Savings Plan and Trust

Section 1. Effective Date

 

1.1 Effective Date . January 1, 2016 (must be on or after the new plan effective date or the restatement effective date)

Section 2. Default Percentage Provisions

 

2.1 Default Percentage . The Default Percentage is determined as follows: (check one)

(a)       ☒  Non-Escalating Percentage. The Default Percentage is 3 % until changed by subsequent Plan amendment.