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Title: The CORPORATEplan for RetirementSM
EXECUTIVE Plan Date: 2/28/2005
Search Employee Benefits Plan Agreement by:
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Exhibit 10.15
The CORPORATEplan for
RetirementSM EXECUTIVE Plan
BASIC PLAN DOCUMENT
IMPORTANT NOTE
This document has not been approved
by the Department of Labor, the Internal Revenue Service or any other governmental entity.
An Adopting Employer must determine whether the plan is subject to the Federal securities
laws and the securities laws of the various states. An Adopting Employer may not rely on
this document to ensure any particular tax consequences or to ensure that the Plan is
unfunded and maintained primarily for the purpose of providing deferred compensation
to a select group of management or highly compensated employees under the Employee
Retirement Income Security Act with respect to the Employers particular situation.
Fidelity Management Trust Company, its affiliates and employees cannot provide you with
legal advice in connection with the execution of this document. This document should be
reviewed by the Employers attorney prior to execution.
CORPORATEplan for
EXECUTIVE BASIC PLAN DOCUMENT
ARTICLE 1 ADOPTION AGREEMENT
ARTICLE 2
DEFINITIONS
2.01
Definitions
ARTICLE 3
PARTICIPATION
3.01
Date of Participation 3.02 Resumption of Participation Following Re employment
3.03 Cessation or Resumption of Participation Following a Change in Status
ARTICLE 4
CONTRIBUTIONS
4.01
Deferral Contributions 4.02 Matching Contributions
4.03
Employer Contributions 4.04 Time of Making Contributions
ARTICLE 5 PARTICIPANTS
ACCOUNTS
5.01
Individual Accounts
ARTICLE 6 INVESTMENT
OF CONTRIBUTIONS
6.01
Manner of Investment 6.02 Investment Decisions
ARTICLE 7 RIGHT TO
BENEFITS
7.01
Normal or Early Retirement 7.02 Death
7.03 Other Termination of Employment 7.04 Separate Account
7.05 Forfeitures 7.06 Adjustment for Investment Experience
7.07 Unforeseeable Emergency Withdrawals
7.08 Change in Control
ARTICLE 8 DISTRIBUTION
OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE
8.01
Distribution of Benefits to Participants and Beneficiaries 8.02
Determination of Method of Distribution 8.03 Notice to Trustee
8.04
Time of Distribution
ARTICLE 9 AMENDMENT AND TERMINATION
9.01
Amendment by Employer 9.02 Retroactive Amendments
9.03 Termination 9.04 Distribution Upon Termination of
the Plan
ARTICLE 10 MISCELLANEOUS
10.01
Communication to Participants 10.02 Limitation of Rights
10.03 Nonalienability of Benefits 10.04 Facility of Payment
10.05 Information between Employer and Trustee
10.06 Notices 10.07 Governing Law
ARTICLE 11 PLAN ADMINISTRATION
11.01
Powers and responsibilities of the Administrator 11.02 Nondiscriminatory
Exercise of Authority 11.03 Claims and Review Procedures
PREAMBLE
It is the intention of the Employer
to establish herein an unfunded plan maintained solely for the purpose of providing
deferred compensation for a select group of management or highly compensated employees as
provided in ERISA.
Article 1. Adoption Agreement.
Article 2. Definitions.
2.01.
Definitions.
(a) Wherever
used herein, the following terms have the meanings set forth below, unless a different
meaning is clearly required by the context:
(1)
Account means an account established on the books of the Employer
for the purpose of recording amounts credited on behalf of a Participant and any
income, expenses, gains or losses included thereon.
(2)
Administrator means the Employer adopting this Plan, or other
person designated by the Employer in Section 1.01(b).
(3)
Adoption Agreement means Article 1, under which the Employer
establishes and adopts or amends the Plan and designates the optional provisions
selected by the Employer. The provisions of the Adoption Agreement shall be an
integral part of the Plan.
(4)
Beneficiary means the person or persons entitled under Section 7.02
to receive benefits under the Plan upon the death of a Participant.
(5);
Bonus means any performance-based Compensation based on services
performed for the Employer over a period of at least 12 months.
(6)
Change of Control means a change in the ownership or effective
control of the Employer, or a substantial portion of the Employers assets
as defined in the regulations under Code Section 409A.
(7)
Code means the Internal Revenue Code of 1986, as amended from time
to time.
(8)
Compensation means for purposes of Article 4 (Contributions) wages
as defined in Section 3401(a) of the Code and all other payments of compensation
to an employee by the Employer (in the course of the Employers trade or
business) for which the Employer is required to furnish the employee a written
statement under Section 6041(d) and 6051(a)(3) of the Code, excluding any items
elected by the Employer in Section 1.04, reimbursements or other expense
allowances, fringe benefits (cash and non-cash), moving expenses, deferred
compensation and welfare benefits, but including amounts that are not includable
in the gross income of the Participant under a salary reduction agreement by
reason of the application of Sections 125, 132(f)(4), 402(e)(3), 402(h) or
403(b) of the Code. Compensation shall be determined without regard to any rules
under Section 3401(a) of the Code that limit the remuneration included in wages
based on the nature or location of the employment or the services performed
(such as the exception for agricultural labor in Section 3401(a)(2) of the
Code).
Compensation
shall also include amounts deferred pursuant to an election under Section 4.01.
In
the case of any Self-Employed Individual or an Owner-Employee, Compensation means the
Self-Employed Individuals Earned Income.
(9)
Earned Income means the net earnings of a Self-Employed Individual
derived from the trade or business with respect to which the Plan is established
and for which the personal services of such individual are a material
income-providing factor, excluding any items not included in gross income and
the deductions allocated to such items, except that for taxable years beginning
after December 31, 1989 net earnings shall be determined with regard to the
deduction allowed under Section 164(f) of the Code, to the extent applicable to
the Employer. Net earnings shall be reduced by contributions of the Employer to
any qualified plan, to the extent a deduction is allowed to the Employer for
such contributions under Section 404 of the Code.
(10)
Employee means any employee of the Employer, Self-Employed
Individual or Owner-Employee.
(11)
Employer means the employer named in Section 1.02(a) and any
Related Employers designated in Section 1.02(b).
(12)
Employment Commencement Date means the date on which the Employee
first performs an Hour of Service.
(13)
Entry Date means the date(s) designated in Section 1.03(b).
(14)
ERISA means the Employee Retirement Income Security Act of 1974, as
from time to time amended.
(15)
Fund Share means the share, unit, or other evidence of ownership in
a Permissible Investment.
(16)
Hour of Service means, with respect to any Employee,
(A)
Each hour for which the Employee is directly or indirectly paid, or entitled to
payment, for the performance of duties for the Employer or a Related Employer,
each such hour to be credited to the Employee for the computation period in
which the duties were performed;
(B)
Each hour for which the Employee is directly or indirectly paid, or entitled to
payment, by the Employer or Related Employer (including payments made or due
from a trust fund or insurer to which the Employer contributes or pays premiums)
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, disability, layoff, jury duty, military
duty, or leave of absence, each such hour to be credited to the Employee for the
Eligibility Computation Period in which such period of time occurs, subject to
the following rules:
(i)
No more than 501 Hours of Service shall be credited under this paragraph (B) on
account of any single continuous period during which the Employee performs no
duties;
(ii)
Hours of Service shall not be credited under this paragraph (B) for a payment
which solely reimburses the Employee for medically-related expenses, or which is
made or due under a plan maintained solely for the purpose of complying with
applicable workmens compensation, unemployment compensation or disability
insurance laws; and
(iii)
If the period during which the Employee performs no duties falls within two or
more computation periods and if the payment made on account of such period is
not calculated on the basis of units of time, the Hours of Service credited with
respect to such period shall be allocated between not more than the first two
such computation periods on any reasonable basis consistently applied with
respect to similarly situated Employees; and
(C)
Each hour not counted under paragraph (A) or (B) for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to be
paid by the Employer or a Related Employer, each such hour to be credited to the
Employee for the computation period to which the award or agreement pertains
rather than the computation period in which the award agreement or payment is
made.
For
purposes of determining Hours of Service, Employees of the Employer and of all Related
Employers will be treated as employed by a single employer. For purposes of paragraphs (B)
and (C) above, Hours of Service will be calculated in accordance with the provisions of
Section 2530.200b-2(b) of the Department of Labor regulations, which are incorporated
herein by reference.
Solely
for purposes of determining whether a break in service for participation purposes has
occurred in a computation period, an individual who is absent from work for maternity or
paternity reasons shall receive credit for the hours of service which would otherwise been
credited to such individual but for such absence, or in any case in which such hours
cannot be determined, 8 hours of service per day of such absence. For purposes of this
paragraph, an absence from work for maternity reasons means an absence (1) by reason of
the pregnancy of the individual, (2) by reason of a birth of a child of the individual,
(3) by reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of caring for such child
for a period beginning immediately following such birth or placement. The hours of service
credited under this paragraph shall be credited (1) in the computation period in which the
absence begins if the crediting is necessary to prevent a break in service in that period,
or (2) in all other cases, in the following computation period.
(17)
Key Employee means a Participant who is key employee pursuant to
Code Section 416(i), without regard to paragraph (5) thereof. A Participant will
not be considered a Key Employee unless the Employer is a corporation which has
any of its stock publicly traded according to Code Section 409A and regulations
thereunder.
(18)
Normal Retirement Age means the normal retirement age specified in
Section 1.07(f) of the Adoption Agreement.
(19)
Owner-Employee means, if the Employer is a sole proprietorship, the
individual who is the sole proprietor, or, if the Employer is a partnership, a
partner who owns more than 10 percent of either the capital interest or the
profits interest of the partnership.
(20)
Participant means any Employee who participates in the Plan in
accordance with Article 3 hereof.
(21)
Permissible Investment means the investments specified by the
Employer as available for investment of assets of the Trust and agreed to by the
Trustee. The Permissible Investments under the Plan shall be listed in the
Service Agreement.
(22)
Plan means the plan established by the Employer as set forth herein
as a new plan or as an amendment to an existing plan, by executing the Adoption
Agreement, together with any and all amendments hereto.
(23)
Plan Year means the 12-consecutive-month period designated by the
Employer in Section 1.01(c).
(24)
Related Employer means any employer other than the Employer named
in Section 1.02(a), if the Employer and such other employer are members of a
controlled group of corporations (as defined in Section 414(b) of the Code) or
an affiliated service group (as defined in Section 414(m)), or are trades or
businesses (whether or not incorporated) which are under common control (as
defined in Section 414(c)), or such other employer is required to be aggregated
with the Employer pursuant to regulations issued under Section 414(o).
(25)
Self-Employed Individual means an individual who has Earned Income
for the taxable year from the Employer or who would have had Earned Income but
for the fact that the trade or business had no net profits for the taxable year.
(26)
Service Agreement means the agreement between the Employer and
Trustee regarding the arrangement between the parties for recordkeeping services
with respect to the Plan.
(27)
Trust means the trust created by the Employer.
(28)
Trust Agreement means the agreement between the Employer and the
Trustee, as set forth in a separate agreement, under which assets are held,
administered, and managed subject to the claims of the Employers creditors
in the event of the Employers insolvency, until paid to Plan Participants
and their Beneficiaries as specified in the Plan.
(29)
Trust Fund means the property held in the Trust by the Trustee.
(30)
Trustee means the corporation or individual(s) appointed by the
Employer to administer the Trust in accordance with the Trust Agreement.
(31)
Years of Service for Vesting means, with respect to any Employee,
the number of whole years of his periods of service with the Employer or a
Related Employer (the elapsed time method to compute vesting service), subject
to any exclusions elected by the Employer in Section 1.07(c). An Employee will
receive credit for the aggregate of all time period(s) commencing with the
Employees Employment Commencement Date and ending on the date a break in
service begins, unless any such years are excluded by Section 1.07(c). An
Employee will also receive credit for any period of severance of less than 12
consecutive months. Fra