SALARY DEFERRAL RETIREMENT PLAN

Exhibit 4.3

 

PENSION ADMINISTRATORS GROUP, INC.

 SALARY DEFERRAL RETIREMENT PLAN

ADOPTION AGREEMENT

PENSION ADMINISTRATORS GROUP, INC.

SALARY DEFERRAL RETIREMENT PLAN

TABLE OF CONTENTS

			Page
I.	The Plan		1
II.	The Employer		1
III.	Eligibility and Service		2
	A.	Eligibility	2
	B.	Statutory Exclusions	3
	C.	Service Rules	3
	D.	Computation Periods	4
	E.	Service with Predecessor Employers	4
	F.	Entry Dates	5
IV.	Plan Contributions		5
	A.	Salary Deferral Contributions by Participants	5
	B.	Employer Matching Contribution	5
	C.	Discretionary Profit Sharing Contributions	6
	D.	Voluntary Contributions by Participants	6
	E.	Plan Compensation	6
	F.	Forfeitures	7
V.	Vesting, and Hardship Withdrawals
	A.	Vesting	7
	B.	Hardship Withdrawals	8
VI.	Retirement Age		9
	A.	Normal Retirement Age	9
	B.	Early Retirement Age	9
VII.	Investments		10
VIII.	Funding		10
IX.	Trust		10
X.	Recordkeeping		11

XI.	Miscellaneous		11
	A.	Plan Administrator	11
	B.	Named Fiduciaries	11
XII.	Signatures		12
	A.	Employer Signature	12
	B.	Adoption by Related Employers	12

 

 

 

This is the Adoption Agreement for the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM (the "Plan").  You have selected the PENSION ADMINISTRATORS GROUP, INC. SALARY DEFERRAL RETIREMENT PLAN ADOPTION AGREEMENT.   You may wish to consult with your tax and legal advisers before executing your Adoption Agreement.  Failure to properly complete the Adoption Agreement may result in disqualification of the Plan.

The Settlor of the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM is:

PENSION ADMINISTRATORS GROUP, INC.

P.O. BOX 9023794

OLD SAN JUAN, PUERTO RICO  00902-3794

The name of the Plan is   Novo Nordisk Puerto Rico 401(k) Plan

I.    THE PLAN

By signing this Adoption Agreement the Employer, shall become the settlor of the abovementioned name of the Plan:

1.  x	adopts a new plan.
2.   o	amends and restates a prior plan (insert name and effective date of such plan):
	________________________________________________________
3.   o	amends certain options of an earlier PENSION ADMINISTRATORS GROUP, INC. SALARY DEFERRAL RETIREMENT PLAN ADOPTION AGREEMENT.
4.  o	The effective date of this Plan or amendment is:
	July 1, 2006
	(cannot be earlier than the first day of the Plan Year in which the Employer signs this Adoption Agreement).

 

 

II.   THE EMPLOYER

 

III.   ELIGIBILITY AND SERVICE

A.	ELIGIBILITY
	Specify any service and/or age requirements for eligibility below.
	1.	Waiver of Requirements for New Plan.

		x	Each Employee employed on the effective date is automatically eligible to participate.  Employees hired after the effective date are eligible upon satisfying any service and/or age requirements specified below.
	2.	Service.   An Employee must fulfill   the following Service requirement to become a Participant:
I.
	(a)	x	No service requirement.
II.
	(b)	One (1) Year of Service.
	(c)	o	______ Hours of Service during a ______ month period of continuous active employment.
	3.	Age.   An employee must fulfill the following age requirement to become a participant:
		Minimum age ________.  (Not greater than 21.)
B.	STATUTORY EXCLUSIONS
	The following classes of Employees are not eligible to participate:
	1.	x	Union Employees.   Employees included in a unit covered by a collective bargaining agreement between the Employer and Employee representatives, if retirement benefits were the subject of good faith bargaining.
	2.	x	Nonresident Individuals .  Employees who are nonresidents of Puerto Rico and who receive no earned income from the Employer which constitutes income from sources within Puerto Rico.
	3.	x	Others (Please specify.):
			further exclusion of: leased employees, interns, independent contractors and employees who are on long-term or short-term assignment from Novo Nordisk A/S or its Danish subsidiaries covered under the staff pension of Novo Nordisk A/S from participation.

 

 

 

C.             SERVICE RULES.

D.              COMPUTATION PERIODS

  Computation Periods are used to measure an employee's years of service.  Unless the optional definition of computation is elected, an employee's computation periods are his employment years.

 

	1.	o	No credit will be given for service with a predecessor employer.
	2.	x	Credit will be given for service with the following predecessor employer(s):
			All Novo Nordisk A/S Affiliates
			(The Plan provides that if this is a continuation of a predecessor plan, service under the predecessor plan must be counted.)

F.              ENTRY DATES

	x	The Plan's entry date(s) is (are): the first payroll period after the submission of all enrollment forms following the date such employee met the eligibility requirements.
	x	If checked, the effective or amendment date of the Plan is also an entry date.   Automatic Enrollment procedures will exist as an administrative policy of the Employer.

IV.   PLAN CONTRIBUTIONS

x

Participants may make Salary Deferral Contributions to the Plan for the calendar year 2001 up to 10% or $8,000 or any other limit as established in PR Code Section 1165(e) of their Compensation.

	1.	x	The Employer will make a  Matching Contribution equal to __50_cents for each one dollar of a Participant Salary Deferral Contributions.  However, the Employer will not make Matching Contributions on a Participant's Salary Deferral Contributions above __2__% of the Participant's Compensation.
			Note: Notwithstanding any provisions to the contrary, a participant must defer at least 2% of this compensation during each payroll period to be entitled to any matching contributions.
	2.	o	The Employer will make a  Matching Contribution equals to _____cents for each one dollar of a Participant Salary Deferral Contributions.  However, the Employer will not make Matching Contributions on a Participant's Salary Deferral Contributions above _____% of the Participant's Compensation.
	3.	o	The Employer will make a  Matching Contribution equals to _____cents for each one dollar of a Participant Salary Deferral Contributions.  However, the Employer will not make Matching Contributions on a Participant's Salary Deferral Contributions above _____% of the Participant's Compensation.
	4.	o	Other Formula.   The Employer will contribute an amount in accordance with the following formula:
			_________________________________________________

1.

x

Each Plan Year, the Employer may contribute a discretionary amount in addition to any matching contribution for all Eligible Participants.

1.

x

Participants may make Voluntary Contributions to the Plan from __0___% to __10___% (not to exceed 10%) of their Compensation.

2.

o

Participants may not make Voluntary Contributions to the Plan.

Except as indicated below, for all purposes, the Employee's Plan Compensation shall be the wages paid to the Employee by you, as reported to the Puerto Rico Department of the Treasury on Form 499-R-2/W-2 PR.  For any Self-Employed Individual covered under the Plan, if applicable, compensation shall mean Earned Income.  However, compensation shall not include any amount paid by reason of services performed (a) after the date an employee ceases to be a participant and (b) prior to the date an employee becomes a participant.  Compensation shall not include any amounts contributed by an Employer, for or on account of its employees, under this Plan or under any other employee benefit plan.

 

Plan Compensation shall not include the following (check as many as desired):

 

	o	Salary Deferral Contributions made pursuant to a salary reduction agreement which are not includible in the gross income of the Employee under PR Code Section 1165(e)(5).
	o	Overtime pay.
	o	Bonuses.
	x	Commissions.
	x	Amounts paid for insurance or other welfare  benefits.
	x	Other special remuneration such as ______________

F.            FORFEITURES   (Plan Section 5.2; check one).

	1.	x	Forfeitures under the Plan will be used to reduce the Employer Contribution in the Plan Year of the forfeiture, or if in excess of the Employer Contribution for such Plan Year, the excess amounts shall be used to reduce the Employer Contribution in the next succeeding Plan Year(s).
	2.	o	Forfeitures under the Plan will be added to the Employer Contributions and allocated accordingly.

V.   VESTING AND HARDSHIP WITHDRAWALS

	1.	Employer Contributions will become vested if the Participant terminates employment for any reason other than retirement, death or disability pursuant to the following options (check one):
		(a)	o	Full Vesting .  Participants are 100% vested at all times.
		(b)	o	Cliff Vesting .  Participants are 100% vested after completing _____ Years of Service (not more than 3).
		(c)	x	Graded Vesting .  Participants hired before January 1, 1999 are 100% vested.  Participants hired after January 1, 1999 are vested in accordance with the following vesting schedule.  (A Participant's vested percentage is the percentage in column (2) or the percentage in column (3), whichever is greater.  Spaces left blank are treated as zeros.)

 

	2.	Years of Service excluded .  If checked, Years of Service completed by a Participant will not be counted when determining the Participant's vested percentage (check as many as desired).
		(a)	o	before the effective date of this Plan (or a predecessor Plan)
		(b)	o	before the Participant's _____ birthday (not more than 18th).

VII.   INVESTMENTS

A.	o	The Employer shall be responsible for the investment of the Plan's Accounts.
B.	x	The Participant shall be responsible for the investment of the Plan's Accounts.

VIII.   FUNDING

The Plan will be funded through (Plan Section 2.45; check one):

A.	o	The Employer shall be solely responsible for the investment of the Plan's Accounts.
B.	o	The Employer shall be solely responsible for the investment of the Employer Contribution Subaccount.  Each Participant shall be solely responsible for the investment of his Salary Deferral Contributions, Voluntary Contributions, Pre-Tax Contributions and Rollover Subaccounts by giving such directions to the Plan Administrator who will transmit them to the Trustee.
C.	x	Each Participant shall be solely responsible for the investment of the Plan's Accounts by giving such directions to the Plan Administrator who will transmit them to the Trustee.

 

00918________________________________________

 

 

PENSION ADMINISTRATORS GROUP, INC.

PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM

BASIC PLAN DOCUMENT

 

 

 

 

PENSION ADMINISTRATORS GROUP, INC.

PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM

TABLE OF CONTENTS

PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM

ARTICLE I

GENERAL

1.1            Purpose . This Plan is a prototype plan sponsored by PENSION ADMINISTRATORS GROUP, INC. and is known as the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED  CONTRIBUTION RETIREMENT PLAN PROGRAM. The Employer, by execution of the Adoption Agreement, adopts the Plan to provide retirement, death and disability benefits for eligible employees and their beneficiaries. This Plan is a prototype plan and is designed to permit adoption of salary deferral, money purchase, profit-sharing provisions. The provisions herein and the selections made by the Employer by execution of the Adoption Agreement, shall constitute the Plan. It is intended that the Plan qualify under Section 1165(a) of the Puerto Rico Internal Revenue Code of 1994, as amended, and that, to the extent applicable, they comply with the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

1.2            Implementation of Plan . The salary deferral, money purchase, profit-sharing, and/or combination money purchase/profit-sharing retirement plans of Employers that adopt the Plan are funded through a separate trust established by the Employer. The Employer adopts the PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM in the Adoption Agreement. The provisions of the applicable Deed of Constitution of Trust are incorporated herein by reference and made a part hereof.

1.3.            Plan Number . The Plan Number of this Plan is 001.

ARTICLE II

DEFINITIONS

2.1            Account . The aggregate of the individual bookkeeping Subaccounts established for each Participant, as provided in Section 5.1.

2.2            Actual Deferral Percentage . For a specified group of Participants for a Plan Year, the average of the ratios (calculated separately for each Participant in such group) of (a) the amount of Salary Deferral Contributions actually paid over to the Plan on behalf of such Participant for the Plan Year to (b) the Participant’s Compensation for such Plan Year (whether or not the Employee was a Participant for the entire Plan Year). At the election of the Employer, Salary Deferrals may include Qualified Non-Elective Contributions and Qualified Matching  Contributions.  For purposes of computing Actual Deferral Percentages, an

 

 

 

 

Employee who would be a participant but for the failure to make Salary Deferral Contributions shall be treated as a Participant on whose behalf no Salary Deferral Contributions are made.

2.3            Adoption Agreement . The written agreement or agreements of the Employer and PENSION ADMINISTRATORS GROUP, INC. by which the Employer adopts this Plan as its retirement plan. The Adoption Agreement contains all the options that may be selected by the Employer. The information set forth in the Adoption Agreement executed by the Employer shall be deemed to be a part of this Plan as if set forth in full herein.

2.4            Affiliate Employers . The Employer and any corporation which is a member of a controlled group of corporations (as defined in Section 210(c) of the ERISA) which includes the Employer, or any trade or business (whether or not incorporated) which is under common control with the Employer.

2.5            Beneficiary . The person or persons (natural or otherwise) designated by a Participant in accordance with Section 10.2 to receive any undistributed amounts credited to the Participant’s Account under the Plan at the time of the Participant’s death.

2.6            Break in Service . An Eligibility Computation Period or Vesting Computation Period in which an Employee fails to complete more than five hundred (500) Hours of Service with the Affiliate Employers.

2.7            Code . The United States Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Where the context so requires, a  reference to a particular Code Section shall also refer to any successor provision of the Code to such Code Section.

2.8            Company . PENSION ADMINISTRATORS GROUP, INC. a Puerto Rico corporation doing business under the laws of the Commonwealth of Puerto Rico.

2.9            Compensation .

(a)           Compensation means all of each Participant’s wages received from the Employer and reported to the Puerto Rico Treasury Department on form 499R-2/W-2 P.R.

(b)           For any Self-Employed Individual, Compensation means Earned Income.

(c)           For any individual who is partner in a special partnership and is covered under the Plan, Compensation means the distributable share of the special partnership’s net profit allocable to the partner.

(d)           Compensation includes only that Compensation that is actually paid to the Participant during the Plan Year.

(e)           Notwithstanding the above, if elected by the Employer in the Adoption Agreement, Compensation shall include any amount which is contributed by the Employer pursuant to a salary reduction agreement and which is not includible in the gross income of the Employee under Section 1165(b)(1) and 1165(e)(5) of the Puerto Rico Internal Revenue Code of 1994 (“PR Code”). The effective date of this subsection shall be elected by the Employer in the Adoption Agreement.

2.10            Deed of Trust . The Deed of Constitution of Trust under which the Employer established a separate trust to hold, administer and manage the assets of the Plan.

 

2 .11           Disability . The inability to engage in any substantial working activity, considering the Participant’s age, education, and work experience, by reason of any medically determined physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than 12 months. A Participant who becomes disabled shall be entitled to receive a Disability retirement benefit in accordance with Section 7.3.

The Employer shall have the right to require a Participant seeking to receive Disability retirement benefits hereunder to submit reasonable proof of such Disability, before beginning to make payments under this provision. Such proof may include a requirement that the participant submit to a medical examination by a qualified physician selected by the Employer, and that, as a condition of continuing to receive Disability retirement benefits, proof of the continuing nature of such Disability, including the requirement that the Participant submit to a physical examination by a physician selected by the Employer. Such an examination shall not be required more frequently than annually.

2.12            Early Retirement Date . The date a Participant attains Early Retirement Age, as selected in the Adoption Agreement.

2.13            Earned Income . The net earnings from self-employment in the trade or business with respect to which the Plan is established, for which personal services of the individual are a material income-producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. To the extent required by the PR Code or regulations thereunder, net earnings are reduced by contributions to a qualified plan to the extent deductible under Section 1023 of the PR Code.

2.14            Effective Date . The first day of the first Plan Year for which the Plan is effective as specified in the Adoption Agreement.

2.15            Eligibility Computation Period . For purposes of determining Years of Service and Breaks in Service for eligibility to Participate, the initial Eligibility Computation Period shall be the twelve (12) consecutive month period beginning with the day the Employee first performs an Hour of Service for the Employer or any Affiliated Employer (employment commencement date). The succeeding subsequent Eligibility Computation Periods shall be the twelve (12) consecutive month periods commencing with the first anniversary of the Employee’s  employment commencement date.

2.16            Employee . Any person, including a Self-Employed Individual or a partner of a special partnership, who is employed by the Employer maintaining the Plan.

2.17            Employer . The individual, proprietorship, partnership, corporation or other organization that adopts the Plan by execution of an Adoption Agreement.

2.18            Employer Contributions . The contributions of the Employer to the Plan, as set forth in Section 4.1 and the Adoption Agreement.

2.19            Entry Dates . The Effective Date shall be those selected in the Adoption Agreement. Thereafter, the Entry Dates shall be the first day of each Plan Year and the first day of the seventh month of each Plan Year.

2.20            ERISA . The Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute or statutes of similar import.

2.21            Excess contributions . Those Salary Deferral Contributions by a participant to the extent such Salary Deferral Contributions for a Plan Year exceed the limitations of Section 4.4(e).

2.22            Excess Salary Deferrals . Those Salary Deferral Contributions by a Participant that are includible in a Participant’s gross income under Section 1165(e)(7) of the PR Code to the extent such Salary Deferral Contributions for a taxable year exceed the dollar limitation under such PR Code section.

2.23            Fund . Any investment alternative offered from time to time under the Plan.

2.24            Higher Paid Group . All Employee eligible to make Salary Deferral Contributions to the Plan and more highly compensated than two-thirds of all other Employees of the same Employer eligible to make Salary Deferral Contributions under the Plan.

2.25            Hour of Service .

(a)           Each hour for which an Employee is paid, or entitled to payment for the performance of duties for the Employer. These hours shall be credited to the Employee only for the computation period or periods in which the duties are performed; and

(b)           Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. No more than 501 Hours of Service shall be credited under this paragraph to an Employee on account of any single, continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period) and no credit shall be given for hours for which no duties are performed but for which payment by the Employer is made or due under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment compensation, or disability insurance laws or where payment solely reimburses an Employee for medical or medically related expenses incurred by the Employee. Hours under this paragraph will be calculated and credited pursuant to Section 2530.200b-2 of the United States Department of Labor Regulations which are incorporated herein by reference.

(c)           Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. The same Hours of Service shall not be credited both under paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c). These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather  than the computation period in which the award, agreement or payment is made.

(d)           Solely for purposes of determining whether an Employee has a Break in Service, Hours of Service shall also include an uncompensated authorized leave of absence not in excess of two (2) years, or military leave while the Employee’s reemployment rights are protected by law or such additional or other periods as granted by the Employer as military leave (credited on the basis of forty (40) Hours of Service per week or eight (8) Hours of Service per working day), provided the Employee returns to employment at the end of his leave of absence or within ninety (90) days of the end of his military leave, whichever is applicable.

(e)           Hours of Service will be credited for employment with an Affiliated Employer.

(f)           Solely for purposes of determining whether an Employee has a Year in Service, Hours of Service shall also include absence from work for maternity or paternity reasons, if the absence begins on or after the first day of the first Plan Year beginning after 1984. During this absence, the Employee shall be credited

 

 

 

 

with the Hours of Service which would have been credited but for the absence, or, if such hours cannot be determined, with eight (8) hours per day. An absence from work for maternity or paternity reasons means an absence:

(i)             by reason of the pregnancy of an Employee,

(ii)            by reason of the birth of a child of the Employee,

(iii)           by reason of the placement of a child with the Employee in connection with adoption, or

(iv)           for purposes of caring for such a child for a period immediately following such birth or placement.

These Hours of Service shall be credited in the computation period following the computation period in which the absence begins, except as necessary to prevent a Break in Service in the computation period in which the absence begins. However, no more than five hundred one (501) Hours of Service will be credited for purposes of any such maternity or paternity absence form work.

(g)           The Employer may elect to compute Hours of Service by the use of one of the Service Equivalencies as selected in the Adoption Agreement. Only one method may be selected. If selected, the Service Equivalency as selected in the Adoption Agreement must be applied to all Employees covered under the Plan.

(h)           If the Employer amends the method of crediting service from the elapsed time method described in Section 1.410(a)-7 of the US Treasury Regulations to the Hours of Service computation method by the adoption of this Plan, or an Employee transfers from a plan under which service is determined on the basis of elapsed time, the following rules shall apply for purposes of determining the Employee’s service under this Plan up to the time of amendment of transfer:

(i)           The Employee shall receive credit, as of the date of amendment or transfer, for a number of Years of Service equal to the number of one-year periods of service credited to the Employee as of the date of the amendment or transfer; and

(ii)           The Employee shall receive credit in the applicable computation period which includes the date of amendment or transfer, for a number of Hours of Service determined by applying the weekly Service Equivalency as selected in the Adoption Agreement specified in paragraph (g) to any fractional part of a year credited to the Employee under this paragraph (h) as of the date of amendment or transfer. The use of the weekly Service Equivalency as selected in the Adoption Agreement shall apply to all Employees who formerly were credited with service under the elapsed time method.

2.26            Integration Level . The Taxable Wage Base or such lesser amount elected by the Employer in the Adoption Agreement.

2.27            PR Code . The Puerto Rico Internal Revenue Code of 1994, as amended. Reference to any Section or Subsection of the PR Code and the regulations promulgated thereunder includes reference to any comparable or succeeding provisions of any legislation that amends, supplements, or replaces such Section or Subsection.

2.28            Lower Paid Group . All Employees who are not in the Higher Paid Group.

2.29            Net Profits . Current earnings of the Employer, before Puerto Rico, federal and any other income taxes and contributions to this Plan and any other qualified plan, as computed by the Employer’s accountants, in accordance with generally accepted accounting principles.

2.30            Normal Retirement Date . The date a Participant attains normal retirement age, as selected in the Adoption Agreement.

2.31            Owner-Employee . An individual who is a sole proprietor or who is a partner owning more than ten percent (10%) of either the capital or profit interest of a partnership.

2.32            Participant . A person who has met the eligibility requirements of Section 3.1 and whose Account(s) hereunder has been neither completely forfeited nor completely distributed.

2.33            PENSION ADMINISTRATORS GROUP, INC. PROTOTYPE DEFINED CONTRIBUTION RETIREMENT PLAN PROGRAM . The Plan established by PENSION ADMINISTRATORS GROUP, INC. to offer employers the opportunity to establish a retirement plan to its employees.

2.34            Plan . The PENSION ADMINISTRATORS GROUP, INC. Money Purchase, Profit-Sharing, and Salary Deferral Retirement Plans established by an Employer under this basic plan document. References to the Plan shall refer to the salary deferral, money purchase and profitsharing provisions as the context may require and the Adoption Agreement.

2.35            Plan Administrator . The person, persons or entity appointed by the Employer pursuant to Art