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CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN FOR UNITED STATES EMPLOYEES CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN FOR U. S. EMPLOYEES

Executive Compensation Plan Agreement

CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN 

FOR UNITED STATES EMPLOYEES 

CIBC WORLD MARKETS 

INCENTIVE SAVINGS PLAN 

FOR 

U. S. EMPLOYEES | Document Parties: Canadian Imperial Bank of Commerce You are currently viewing:
This Executive Compensation Plan Agreement involves

Canadian Imperial Bank of Commerce

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Title: CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN FOR UNITED STATES EMPLOYEES CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN FOR U. S. EMPLOYEES
Date: 12/13/2005
Industry: Regional Banks     Sector: Financial

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Exhibit 99.1

CIBC WORLD MARKETS INCENTIVE SAVINGS PLAN

FOR UNITED STATES EMPLOYEES

CIBC WORLD MARKETS

INCENTIVE SAVINGS PLAN

FOR

U. S. EMPLOYEES

(Effective January 1, 1999)

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

ARTICLE I

 

DEFINITIONS  

 

 

1

 

 

 

 

1.01

 

 

“Account”

 

 

1

 

 

 

 

1.02

 

 

“Account Balance”

 

 

1

 

 

 

 

1.03

 

 

“Administrator”

 

 

1

 

 

 

 

1.04

 

 

“Affiliated Employer”

 

 

1

 

 

 

 

1.05

 

 

“CIBC”

 

 

2

 

 

 

 

1.06

 

 

“Beneficiary”

 

 

2

 

 

 

 

1.07

 

 

“Code”

 

 

2

 

 

 

 

1.08

 

 

“Committee”

 

 

2

 

 

 

 

1.09

 

 

“Effective Date”

 

 

2

 

 

 

 

1.10

 

 

“Eligible Employee”

 

 

2

 

 

 

 

1.11

 

 

“Employee”

 

 

3

 

 

 

 

1.12

 

 

“ERISA”

 

 

3

 

 

 

 

1.13

 

 

“Highly Compensated Employee”

 

 

3

 

 

 

 

1.14

 

 

“Leased Employee”

 

 

3

 

 

 

 

1.15

 

 

“Nonhighly Compensated Employee”

 

 

3

 

 

 

 

1.16

 

 

“Participant”

 

 

3

 

 

 

 

1.17

 

 

“Plan”

 

 

3

 

 

 

 

1.18

 

 

“Plan Year”

 

 

3

 

 

 

 

1.19

 

 

“Salary”

 

 

4

 

 

 

 

1.20

 

 

“Section 401(a)(17) Salary”

 

 

4

 

 

 

 

1.21

 

 

“Termination Date”

 

 

4

 

 

 

 

1.22

 

 

“Trustee”

 

 

4

 

 

 

 

1.23

 

 

“Trust Fund”

 

 

4

 

 

 

 

1.24

 

 

“Valuation Date”

 

 

4

 

ARTICLE II

 

ELIGIBILITY  

 

 

5

 

 

 

 

2.01

 

 

Eligibility

 

 

5

 

 

 

 

2.02

 

 

Participation upon Reemployment

 

 

5

 

 

 

 

2.03

 

 

Leased Employees

 

 

5

 

 

 

 

2.04

 

 

Elections

 

 

6

 

 -i-

 


 

TABLE OF CONTENTS
(continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

ARTICLE III

 

CONTRIBUTIONS  

 

 

6

 

 

 

 

3.01

 

 

Amount

 

 

6

 

 

 

 

3.02

 

 

After-tax Savings

 

 

7

 

 

 

 

3.03

 

 

Payment/Allocation of Contribution

 

 

7

 

 

 

 

3.04

 

 

Limitation on Annual Additions

 

 

9

 

 

 

 

3.05

 

 

Limitation on Before-tax Savings

 

 

9

 

 

 

 

3.06

 

 

Actual Deferral Percentage Test

 

 

9

 

 

 

 

3.07

 

 

Average Contribution Percentage Test

 

 

9

 

 

 

 

3.08

 

 

Reduction of Contribution Rates

 

 

9

 

 

 

 

3.09

 

 

Rollover Contributions

 

 

9

 

 

 

 

3.10

 

 

Trustee to Trustee Transfers

 

 

10

 

 

 

 

3.11

 

 

Mistake of Fact/Deductibility

 

 

10

 

ARTICLE IV

 

VESTING AND TERMINATION DATES

 

 

11

 

 

 

 

4.01

 

 

Determination of Vested Interest

 

 

11

 

 

 

 

4.02

 

 

Accelerated Vesting

 

 

11

 

 

 

 

4.03

 

 

Years of Service

 

 

11

 

 

 

 

4.04

 

 

One Year Break in Service

 

 

12

 

 

 

 

4.05

 

 

USERRA

 

 

12

 

ARTICLE V

 

INVESTMENT OF THE TRUST FUND

 

 

12

 

 

 

 

5.01

 

 

“Investment Funds”

 

 

12

 

 

 

 

5.02

 

 

Investment Fund Accounting

 

 

12

 

 

 

 

5.03

 

 

Investment Fund Elections

 

 

13

 

 

 

 

5.04

 

 

Transfers Between Investment Funds

 

 

13

 

 

 

 

5.05

 

 

Allocation of Responsibility

 

 

13

 

 

 

 

5.06

 

 

CIBC Stock Fund

 

 

13

 

ARTICLE VI

 

PLAN ACCOUNTS

 

 

14

 

 

 

 

6.01

 

 

Participant’s Accounts

 

 

14

 

 

 

 

6.02

 

 

Adjustment of Participants’ Accounts

 

 

14

 

 

 

 

6.03

 

 

Allocation and Crediting of Contributions and Forfeitures

 

 

15

 

 

 

 

6.04

 

 

Account Expenses

 

 

15

 

 -ii-

 


 

TABLE OF CONTENTS
(continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

6.05

 

 

Statement of Plan Interest

 

 

15

 

ARTICLE VII

 

LOANS, WITHDRAWALS AND DISTRIBUTIONS

 

 

15

 

 

 

 

7.01

 

 

Participant Loans

 

 

15

 

 

 

 

7.02

 

 

Payment Prior to Termination Date

 

 

15

 

 

 

 

7.03

 

 

Distribution after Termination Date

 

 

16

 

 

 

 

7.04

 

 

Distribution of Before-tax Savings Only Upon Separation From Service

 

 

17

 

 

 

 

7.05

 

 

Time and Form of Payment after Death of the Participant

 

 

18

 

 

 

 

7.06

 

 

Distribution Elections

 

 

18

 

 

 

 

7.07

 

 

Qualified Domestic Relations Orders (QDROS)

 

 

18

 

 

 

 

7.08

 

 

Valuation Pursuant to Distribution

 

 

19

 

 

 

 

7.09

 

 

Beneficiary Designations

 

 

19

 

 

 

 

7.10

 

 

No Beneficiary Designation

 

 

19

 

 

 

 

7.11

 

 

Distribution to Minor or Incompetent

 

 

20

 

 

 

 

7.12

 

 

Receipt and Release

 

 

20

 

 

 

 

7.13

 

 

Minimum Distribution Requirements

 

 

20

 

 

 

 

7.14

 

 

Forfeitures and Restorations of Unvested Contributions

 

 

21

 

 

 

 

7.15

 

 

Application of Forfeitures

 

 

22

 

 

 

 

7.16

 

 

Absence of Guaranty

 

 

22

 

 

 

 

7.17

 

 

Missing Participants or Beneficiaries

 

 

22

 

 

 

 

7.18

 

 

Unclaimed Account Procedure

 

 

22

 

ARTICLE VIII

 

ADMINISTRATIVE PROVISIONS

 

 

23

 

 

 

 

8.01

 

 

Committee

 

 

23

 

 

 

 

8.02

 

 

Powers of the Committee

 

 

23

 

 

 

 

8.03

 

 

Manner of Action

 

 

25

 

 

 

 

8.04

 

 

Funding Policy

 

 

25

 

 

 

 

8.05

 

 

Committee’s Decision Final

 

 

25

 

 

 

 

8.06

 

 

Indemnity of Certain Fiduciaries

 

 

25

 

 

 

 

8.07

 

 

Assignment or Alienation

 

 

26

 

 

 

 

8.08

 

 

Fiduciaries Not Insurers

 

 

26

 

 

 

 

8.09

 

 

Word Usage

 

 

26

 

 -iii-

 


 

TABLE OF CONTENTS
(continued)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page

 

 

 

8.10

 

 

State Law

 

 

26

 

 

 

 

8.11

 

 

Employment Not Guaranteed

 

 

26

 

 

 

 

8.12

 

 

Exclusive Benefit

 

 

26

 

 

 

 

8.13

 

 

Nondiscrimination

 

 

26

 

ARTICLE IX

 

AMENDMENT AND TERMINATION

 

 

26

 

 

 

 

9.01

 

 

Amendment by Employer

 

 

26

 

 

 

 

9.02

 

 

Discontinuance

 

 

27

 

 

 

 

9.03

 

 

Merger/Direct Transfer

 

 

27

 

 

 

 

9.04

 

 

Termination

 

 

27

 

ARTICLE X

 

TOP HEAVY PROVISIONS

 

 

27

 

APPENDIX A

 

LISTING OF PARTICIPATING EMPLOYERS

 

 

A-1

 

APPENDIX B

 

LIMITATION ON ANNUAL ADDITIONS

 

 

B-1

 

APPENDIX C

 

LIMITATION ON BEFORE-TAX SAVINGS

 

 

C-1

 

APPENDIX D

 

ACTUAL DEFERRAL PERCENTAGE TEST

 

 

D-1

 

APPENDIX E

 

AVERAGE CONTRIBUTION PERCENTAGE TEST

 

 

E-1

 

APPENDIX F

 

HARDSHIP DISTRIBUTIONS

 

 

F-1

 

APPENDIX G

 

LOAN POLICY

 

 

G-1

 

APPENDIX H

 

TOP HEAVY PROVISIONS

 

 

H-1

 

APPENDIX I

 

DEEMED SALARY TABLE FOR COMMISSION ONLY EMPLOYEES

 

 

I-1

 

 -iv-

 


 

ALPHABETICAL LISTING OF DEFINED TERMS

 

 

 

Defined Term

 

 1.01

 

 

 1.02

Account

 

 D.1

Account Balance

 

 1.03

Actual Deferral Percentage (“ADP”) Test

 

 1.04

Administrator

 

 3.02

Affiliated Employer

 

 E.2

After-tax Savings

 

 B.1

Aggregate Contributions

 

 E.1

Annual Addition

 

 1.05

Average Contribution Percentage (“ACP”) Test

 

 3.01(c)

CIBC

 

 3.01(b)

Firm Bonus Contributions

 

 3.01(a)

Firm Matching Contributions

 

 1.06

Before-tax Savings

 

 1.07

Beneficiary

 

 1.08

Code

 

 1.09

Committee

 

 H.3(c)

Compensation

 

 H.3(f)

Compensation for Top Heavy Purposes

 

 H.3(g)

Determination Date

 

 1.09

Determination Period

 

 3.01(b)

Effective Date

 

 1.10

Eligible Contributions

 

 1.11

Eligible Employee

 

 1.12

Employee

 

 B.2

ERISA

 

 C.1

Excess Annual Additions

 

 B.1

402(g) Limitation

 

 F.2

415 Compensation

 

 D.8

Hardship

 

 H.3(a)

Highly Compensated Employee

 

 1.14

Key Employee

 

 B.1

Leased Employee

 

 D.8

Maximum Permissible Amount

 

 H.3(b)

Nonhighly Compensated Employee

 

 1.16

Non-Key Employee

 

 H.3(h)

Participant

 

 H.3(e)

Participant for Top Heavy Purposes

 

 1.17

Permissive Aggregation Group

 

 1.18

Plan

 

 QDRO

Plan Year

 

 Required Aggregation

 


 

 

 

 

Plan Section

 

 Group

 

 

 Rollover Contribution

Salary

 

 7.07

Section 401(a)(17) Salary

 

 H.3(e)

Termination Date

 

 3.09

Trustee

 

 1.09(b)

Trust Fund

 

 120

Valuation Date

 

 121

Year of Service

 

 1.22

 

 

 1.23

 

 

 1.24

 

 

 4.03

2


 

CIBC WORLD MARKETS
INCENTIVE SAVINGS PLAN
FOR
U. S. EMPLOYEES

     Canadian Imperial Bank of Commerce, a corporation organized under the laws of the country of Canada, continues this Plan for the purpose of providing retirement benefits for eligible Employees in the United States of America. This Plan was originally established on October 1, 1987. The Plan was amended from time to time thereafter and was amended and restated effective November 1, 1992. The Plan has thereafter been amended from time to time. The Plan is hereby completely amended and restated effective January 1, 1999. If an Employee’s employment with CIBC (as hereinafter defined) terminated prior to the restated Effective Date, that Employee is entitled to benefits under the Plan as the Plan existed on the date of the Employee’s termination of employment, subject to any provisions contained in this restatement with a specific effective date prior to January 1, 1999.

ARTICLE I
DEFINITIONS

     1.01 “Account” means the sum of the separate account(s) which are maintained on behalf of a Participant or Beneficiary. The separate accounts include one or more of the following six component accounts: (a) Before-tax Savings Account, (b) Pre-1987 After-tax Savings Account, (c) Post-1986 After-tax Savings Account, (d) Firm Matching Contributions Account, (e) Firm Bonus Contributions Account, and (f) a Rollover Account. The component accounts are described in Section 6.01, and are referred to herein as the “Accounts.”

     1.02 “Account Balance” means the amount, if any, standing in a Participant’s Account (or component account if the context so indicates) as of any date.

     1.03 “Administrator” means, except as otherwise expressly provided in Section 8.01, Canadian Imperial Bank of Commerce which will be the Administrator of the Plan with the rights, duties and obligations of an “administrator” as that term is defined in Section 3(16)(A) of ERISA and of a “plan administrator” as that term is defined in Section 414(g) of the Code. The authority to control and manage the operation and administration of the Plan is vested in a Committee as described in Section 8.01. The members of the Committee will be “named fiduciaries,” as described in Section 402 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), with respect to their authority under the Plan.

     1.04 “Affiliated Employer” means any corporation that is a member of a controlled group of corporations (as defined in Code Section 414(b)) that includes Canadian Imperial Bank of Commerce; any organization (whether or not incorporated) that is under common control (as defined in Code Section 414(c)) with Canadian Imperial Bank of Commerce; any organization

 


 

(whether or not incorporated) that is a member of an affiliated service group (as defined in Code Section 414(m)) that includes Canadian Imperial Bank of Commerce; and any other entity required to be aggregated with Canadian Imperial Bank of Commerce pursuant to rules and regulations under Code Section 414(o).

     1.05 “CIBC” means Canadian Imperial Bank of Commerce and any Affiliated Employer which, with the written consent of CIBC, adopts this Plan, and any successor thereof that maintains this Plan. A listing of the companies that are participating employers in the Plan is attached hereto as Appendix A and incorporated herein by reference. Such listing may be amended from time to time by the Board of Directors of Canadian Imperial Bank of Commerce or its duly authorized representative. The adoption of this Plan by any Affiliated Employer other than Canadian Imperial Bank of Commerce will be subject to whatever reasonable conditions and requirements Canadian Imperial Bank of Commerce sets forth in its written consent, to the extent such conditions and requirements are consistent with the provisions of ERISA. Such conditions and requirements may include, but will not be limited to, restrictions with respect to which employees of any employer may become eligible to participate in the Plan. Canadian Imperial Bank of Commerce will have the continuous right, in its sole discretion, to terminate prospectively any employer’s participation in this Plan by providing written notice to such employer. With respect to all of its relations with the Trustee or the Committee (or any delegatee or agent thereof), as well as for purposes of amending, terminating or administering the Plan or investing the Trust Fund, each employer will be deemed to have designated irrevocably Canadian Imperial Bank of Commerce or its designee as its agent.

     1.06 “Beneficiary” means the Participant’s surviving spouse, or such other person or persons as the Participant designates in accordance with the requirements of Section 7.09 (including spousal consent if the Participant is married), or such person as determined under Section 7.10, if applicable, who is or may become entitled to a benefit under the Plan payable with respect to a Participant.

     1.07 “Code” means the Internal Revenue Code of 1986, as amended.

     1.08 “Committee” means the Committee appointed pursuant to Section 8.01. The Committee will also be known as the “U.S. Benefits Subcommittee.”

     1.09 “Effective Date” means January 1, 1999, except for the effective dates of certain provisions of the Plan that are specifically set forth in the text of the Plan.

     1.10 “Eligible Employee” means any Employee who

     (a) either (1) is employed by CIBC on the United States payroll; or (2) is employed by an entity listed on Appendix A hereto and meets whatever conditions for eligibility are specified for such entity on Appendix A, and

     (b) is not any one or more of the following:

2


 

 

(i)

 

a Leased Employee;

 

 

 

 

 

(ii)

 

included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more of CIBC or the Affiliated Employers unless the collective bargaining agreement requires the Employee to be included within the Plan;

 

 

 

 

 

(iii)

 

employed by an which has not adopted the Plan;

 

 

 

 

 

(iv)

 

a nonresident alien who does not receive any earned income (as defined in Code Section 911(d)(2)) from CIBC which constitutes United States source income (as defined in Code Section 861(a)(3)); or

 

 

 

 

 

(v)

 

a dialer.

     1.11 “Employee” means any individual who has a common-law employer-employee relationship with CIBC or an Affiliated Employer.

     1.12 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

     1.13 “Highly Compensated Employee” means an Employee described in Code Section 414(q) and the regulations promulgated thereunder, and described in Section D.8 of Appendix D. “Highly Compensated Group” means the group of Eligible Employees who are Highly Compensated Employees for the Plan Year.

     1.14 “Leased Employee” means a leased employee of CIBC as described at Section 2.03.

     1.15 “Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated Employee. “Nonhighly Compensated Group” means the group of Eligible Employees who are Nonhighly Compensated Employees for the relevant Plan Year.

     1.16 “Participant” means an Employee who is eligible to be and becomes a Participant in accordance with the provisions of Article II, and whose Account under the Plan has not subsequently been liquidated.

     1.17 “Plan” means the plan established by CIBC and continued in the form of this document, as it may be amended from time to time. CIBC intends the Plan to be a profit sharing plan for all purposes of the Code. The name of the Plan is the CIBC World Markets Incentive Savings Plan for U.S. Employees.

     1.18 “Plan Year” means the 12 consecutive month period ending every December 31.

3


 

     1.19 “Salary” means an Employee’s pay from the Bank at his base rate, except that for purposes of this definition (i) elective deferrals under Code Section 402(g) will be included, (ii) elective contributions made under Code Section 125 (relating to cafeteria plans) will be included, and (iii) overtime pay, bonuses, and all other forms of remuneration for personal services rendered will be excluded; further provided, however, that an Employee who is a broker and (i) is paid on a commission-only basis, or (ii) receives the majority of his income from commissions and has a base annual salary of $60,000 or less will be deemed to receive an imputed base salary equal to his actual base salary, if any, plus his commissions up to the amount set forth at the table attached hereto as Appendix I.

     1.20 “Section 401(a)(17) Salary” means a Participant’s Salary up to the limitation described at Code Section 401(a)(17), as indexed for such Plan Year, taking into account for purposes of such limitation any proration required where Salary is computed with respect to a period of less than a full year (other than on account of a Participant’s mid-year commencement or cessation of active participation in the Plan). The Plan is amended, effective January 1, 1997, to delete the provisions relating to family aggregation as (described in Code Section 401(a)(17)(A)) which required that certain Participants, the spouse of such Participants and any lineal descendants who have not attained age 19 before the close of the Plan Year be treated as a single Participant for purposes of applying the Section 401(a)(17) limitation for a Plan Year.

     1.21 “Termination Date” means the date on which the Employee no longer has an employment relationship with CIBC or with any Affiliated Employer.

     1.22 “Trustee” means Vanguard Fiduciary Trust Company and any successor duly appointed by CIBC.

     1.23 “Trust Fund” means the assets of the Plan as held by the Trustee in trust pursuant to the trust agreement effective January 1, 1999, between Canadian Imperial Bank of Commerce and Vanguard Fiduciary Trust Company, as that agreement may be amended from time to time, or a trust agreement with a successor trustee.

     1.24 “Valuation Date” means each business day of the month on which the New York Stock Exchange is open.

4


 

ARTICLE II
ELIGIBILITY

     2.01 Eligibility . An Eligible Employee becomes a Participant in the Plan in accordance with this Section 2.01.

     (a) Continuing Participants . An Eligible Employee who was a Participant in the Plan on the day before the Effective Date continues as a Participant in the Plan.

     (b) New Participants . Each other Eligible Employee will be eligible to participate in this Plan on the date coinciding with or next following the later of (i) attainment of age 18, or (ii) date of hire, provided that the Employee is employed as an Eligible Employee on such date.

     Before-tax Savings under the Plan pursuant to Section 3.01 and After-tax Savings pursuant to Section 3.02 will commence as of the next administratively feasible payroll period after all contribution and investment election forms have been filed by the Participant with the Committee. If the Employee is not employed as an Eligible Employee on that date, the Employee will become a Participant under this paragraph as of the date the Employee is employed as an Eligible Employee.

     2.02 Participation upon Reemployment . An Employee who is reemployed by CIBC after the Employee incurred a Termination Date (whether before or after the Effective Date) will be eligible to participate in the Plan as of the date the Employee satisfies the eligibility requirements of Section 2.01, provided that the Employee is employed as an Eligible Employee on that date. If the Employee is not employed as an Eligible Employee on that date, the Employee will enter (or re-enter) the Plan as of the first day the Employee is employed as an Eligible Employee.

     2.03 Leased Employees .

     (a) Subject to paragraph (b), the Plan treats a Leased Employee as an Employee of an Affiliated Employer that has not adopted the Plan. Thus, Leased Employees are not Eligible Employees and may not participate in the Plan. A Leased Employee is an individual (who otherwise is not an Employee of CIBC or an Affiliated Employer) who, pursuant to a leasing agreement between CIBC or an Affiliated Employer and any other person, has performed services for CIBC (or for an Affiliated Employer) on a substantially full time basis for at least one year and who performs services under the primary direction and control of CIBC or an Affiliated Employer;

     (b) The Plan does not treat a Leased Employee as an Employee if the leasing organization covers the employee in a safe harbor plan and, prior to application of this safe harbor plan exception, 20% or less of the nonhighly compensated workforce of CIBC and all Affiliated Employers are Leased Employees. A safe harbor plan is a money

5


 

purchase pension plan providing immediate participation, full and immediate vesting, and a nonintegrated contribution formula equal to at least 10% of the employee’s compensation without regard to employment by the leasing organization on a specified date. The safe harbor plan must determine the 10% contribution on the basis of compensation as defined in Code Section 415(c)(3) plus elective contributions under Section 125 or 402(g).

     2.04 Elections . Unless otherwise specified, each election permitted under the Plan by any Participant or other person entitled to benefits under the Plan, and any permitted modification thereof, will be (a) in writing filed with the Committee at such times and in such form as the Committee will require, or (b) to the extent permitted by the Committee, under uniform and nondiscriminatory rules and regulations by electronic data transmission system, voice response system or in any other form approved by the Committee. To the extent that the Committee approves any such method described in clause (b) of the preceding sentence, the use of the Participant’s Personal Identification Number (“PIN”) will constitute a Participant’s written election and signature.

ARTICLE III
CONTRIBUTIONS

     3.01 Amount . For each Plan Year, CIBC will contribute to the Trust Fund an amount which equals the sum of (a) Before-tax Savings, (b) Firm Matching Contributions, and (c) Firm Bonus Contributions, as such contributions are determined for the Plan Year in this Section 3.01. Additionally, any Participant may make voluntary After-tax Savings under the Plan as provided in Section 3.02. CIBC need not have current or accumulated profits to make any contribution for any Plan Year under this Section 3.01.

     (a) Before-tax Savings . Any Employee eligible to participate in the Plan under Section 2.01 may defer Salary earned by the Employee by filing a salary reduction agreement with the Committee. The salary reduction agreement must provide that the Participant’s Salary will be reduced by any whole number percentage (at least 2%, but not to exceed 15%). In no event will the Before-tax Savings made with respect to any payroll period on behalf of any Participant exceed 15% of such Participant’s Salary paid for such payroll period, or such smaller amount as the Committee determines in its discretion to be appropriate to assure compliance with the limitations imposed by law on such contributions. The salary reduction agreement may not be effective earlier than the execution date of the Employee’s salary reduction agreement or, if later, the date the Employee enters (or reenters) the Plan as a Participant. Amounts deferred pursuant to this Section 3.01(a) will be referred to as “Before-tax Savings”.

     (b) Firm Matching Contributions . For each month of each Plan Year, CIBC will make a contribution on account of Before-tax Savings and After-tax Savings for such month. Amounts contributed pursuant to this Section 3.01(b) will be referred to as “Firm Matching Contributions”. CIBC’s aggregate Firm Matching Contribution for a month

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will be an amount equal to 50% of each Participant’s Eligible Contributions for the month. “Eligible Contributions” means the sum of a Participant’s Before-tax Savings and After-tax Savings made for the month which do not exceed 6% of the Participant’s Salary determined with respect to such month.

     (c) Firm Bonus Contributions . For each Plan Year, CIBC may contribute an amount which the Board of Directors of Canadian Imperial Bank of Commerce, in its sole discretion, will determine. Amounts contributed pursuant to this Section 3.01(c) will be referred to as “Firm Bonus Contributions”.

     3.02 After-tax Savings . Any Employee eligible to participate in the Plan under Section 2.01 may elect to make after-tax contributions by payroll deduction for the Employee’s own benefit in any amount equal to any whole number percentage (at least 2%, but not to exceed 15%) of his Salary. In no event will the amount of after-tax contributions made by a Participant exceed 15% of his Salary paid for such payroll period, or such smaller amount as the Committee determines in its discretion as appropriate to assure compliance with the limitations imposed by the Code on such contributions. Amounts contributed pursuant to this Section 3.02 will be referred to as “After-tax Savings”. The sum of a Participant’s After-tax Savings and Before-tax Savings for a payroll period may not exceed 15% of his Salary for that payroll period or such smaller amount as the Committee determines in its discretion as appropriate to assure compliance with limitations imposed by the Code on such contribution.

     3.03 Payment/Allocation of Contribution . Contributions made pursuant to Sections 3.01 and 3.02 of this Plan will be allocated to a Participant’s Accounts (described at Section 6.01) in accordance with the terms of this Section 3.03.

     (a) Before-tax Savings . For each month for each Plan Year, CIBC will contribute to the Trust Fund the aggregate Before-tax Savings attributable to payroll periods ending in such month within an administratively reasonable period of time but no later than the 15th business day of the month following the month in which such amounts would have been paid to the Participant but for the Participant’s salary reduction agreement. CIBC will establish for each Participant a Before-tax Savings Account (described at Section 6.01) to which will be allocated the amount of Before-tax Savings CIBC makes on behalf of the Participant.

     (b) Firm Matching Contributions . For each month for each Plan Year CIBC will contribute to the Trust Fund the Firm Matching Contributions attributable to such month without interest as soon as practicable after the month with respect to which the Firm Matching Contribution is made, but in no event later than the time prescribed by law for filing the Employer’s federal income tax return, including extensions thereof. CIBC will establish for each Participant a Firm Matching Contributions Account (described at Section 6.01) to which will be allocated that portion of Firm Matching Contributions made on account of the Participant’s Eligible Contributions for the Plan Year.

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     (c) Firm Bonus Contributions . CIBC will pay to the Trust Fund the Firm Bonus Contribution for the Plan Year, without interest, no later than the time prescribed by law for filing the Employer’s federal income tax return, including any extensions thereof. CIBC will allocate the Firm Bonus Contribution to all Eligible Employees who have satisfied the requirements of Section 2.01, regardless of whether such Employees are currently participating in the Before tax Savings and/or After-tax Savings portions of the Plan, but excluding Participants who were not employed by an Employer on the last day of that year, in the same ratio that each such Participant’s Section 401(a)(17) Salary actually paid for the Plan Year bears to the total Section 401(a)(17) Salary actually paid for the Plan Year to all Participants eligible for an allocation under this paragraph (c). CIBC will allocate that portion of the Firm Bonus Contributions made with respect to each Participant to the Participant’s Firm Bonus Contributions Account (described at Section 6.01). CIBC will make this allocation as of December 31 of the Plan Year for which the contribution is made.

     (d) After-tax Savings . For each month for each Plan Year, CIBC will contribute to the Trust Fund the aggregate After-tax Savings attributable to such month within an administratively reasonable period of time but no later than the 15th business day of the month following the month in which such amounts would have been paid to the Participant but for the Participant’s election to make After-tax Savings. CIBC will establish for each Participant an After-tax Savings Account (described at Section 6.01) to which will be allocated the amount of After-tax Savings that the Participant makes to the Trust Fund. After-tax Savings made with respect to a Plan Year will be transferred to the Trust Fund no later than the 30th day after the end of such Plan Year.

     (e) Allocation . For purposes of the limitations of Appendices B, C, D and E, all amounts described at paragraphs (a), (b) and (d) are to be allocated, within the meaning of regulations under Sections 401(k), 401(m) and 415 as of the date such contribution are paid into the Trust Fund or, if earlier, December 31 of the Plan Year for which the contribution is made. For purposes of the deduction requirements of Code Section 404, all contributions under paragraphs (a), (b), (c) and (d) for any Plan Year will be considered to have been made on the last day of that year, regardless of when paid to the Trustee.

     (f) Limitation . Notwithstanding the preceding paragraphs, the sum of a Participant’s After-tax Savings and Before-tax Savings for any Plan Year may not exceed 15%, in the aggregate, of the Participant’s Section 401(a)(17) Salary for such Plan Year, and Firm Matching Contributions for any Plan Year may not exceed 3% of the Participant’s Section 401(a)(17) Salary for such Plan Year.

     (g) Elections . A Participant’s elections to make After-tax Savings, to have CIBC make Before-tax Savings on his behalf, and to terminate, suspend, increase, reduce or reinstate such contributions will be made in accordance with uniform and nondiscriminatory rules established by the Committee. An election to modify a deferral

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percentage election (including a complete suspension of contributions or a reinstatement) will be effective with respect to the first payroll period beginning after the deferral percentage change is requested by the Participant in accordance with the Committee requirements.

     (h) Salary . For purposes of determining the amount and allocation of any contribution under this Article III to a Participant in the Plan Year in which he first becomes a Participant, the Plan will take into account only Salary attributable to the portion of the Plan Year in which the Employee actually is a Participant.

     (i) Forfeiture of Firm Matching Contributions . Subject to Section E.7 of Supplement E, but notwithstanding any other provision of the Plan, any portion of a Firm Matching Contribution attributable to Before-tax or After-tax Savings that are distributed as excess deferrals, excess contributions or excess aggregate contributions in accordance with Appendices B, C, D or E will be forfeited in accordance with and subject to Internal Revenue Code regulations and applied in accordance with Section 7.15.

     3.04 Limitation on Annual Additions . The amount of Annual Additions to any Participant’s Account for any Plan Year may not exceed the maximum permissible amount, as determined in accordance with the rules and procedures set forth in Appendix B.

     3.05 Limitation on Before-tax Savings . The amount of Before-tax Savings made on behalf of any Employee for any Plan Year will be limited so as not to exceed the “402(g) Limitation”, as set forth in Appendix C.

     3.06 Actual Deferral Percentage Test . The Before-tax Savings made to the Plan on behalf of Highly Compensated Employees must satisfy the “ADP Test,” as set forth in Appendix D.

     3.07 Average Contribution Percentage Test . Firm Matching Contributions and After-tax Savings made by and on behalf of Highly Compensated Employees (defined at Appendix D) must satisfy the “ACP Test,” as set forth in Appendix E.

     3.08 Reduction of Contribution Rates . To conform the operation of the Plan to Code Section 401(a)(4) and the limits of Code Section 415(c) (described at Appendix B), Code Section 402(g) (described at Appendix C), Code Section 401(k) (described at Appendix D), and Code Section 401(m) (described at Appendix E), the Committee may unilaterally modify or revoke any Before-tax or After-tax Savings election made by a Participant under Sections 3.01(a) or 3.02, or may reduce (to zero if necessary) the level of Firm Matching Contributions and Firm Bonus Contributions to be made on behalf of Highly Compensated Employees for any month pursuant to Section 3.01(b) and (c).

     3.09 Rollover Contributions . Any Eligible Employee may, subject to Committee approval, contribute cash to the Trust Fund as a “Rollover Contribution” (including a “direct rollover” pursuant to Code Section 401(a)(31)), provided that this Plan is an “eligible retirement

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plan” (as defined in Code Section 402(c)(8)(B)) with respect to such contribution. All Rollover Contributions will be allocated to the Participant’s Rollover Account (described at Code Section 6.01).

     3.10 Trustee to Trustee Transfers . The Plan permits the Trustee, subject to Committee approval, to accept a direct transfer (other than a rollover described in Section 3.09) of plan assets from another qualified plan (“direct transfer”) on behalf of any Eligible Employee. Any direct transfer of plan assets must also be made in a manner consistent with Section 9.03, and must not result in the elimination or reduction of any protected benefit under Code Section 411(d)(6). In addition, no direct transfer to this Plan may be made from a plan to which the joint and survivor annuity and pre-retirement survivor annuity requirements under Code Sections 401(a)(11) and 417 are applicable. If the Plan receives a direct transfer (by merger or otherwise) of elective contributions (or amounts treated as elective contributions) under a Plan with a Code Section 401(k) arrangement, the distribution restrictions of Code Section 401(k)(2) and (10) continue to apply to such transferred elective contributions.

     If the Trustee accepts a rollover under Section 3.09 or direct transfer of plan assets under Section 3.10, the Committee and Trustee will treat the Employee as a Participant for all purposes of the Plan except for purposes of making or receiving an allocation of contributions under the Plan until the Employee satisfies the eligibility requirements set forth in Section 2.01 of the Plan.

     3.11 Mistake of Fact/Deductibility . CIBC contributes to this Plan on the condition its contribution is not due to a mistake of fact and the Internal Revenue Service will not disallow the deduction for its contribution. Upon written request from CIBC, the Trustee will return to CIBC the amount of the contribution made by CIBC by mistake of fact or the amount of CIBC’s contribution disallowed as a deduction under Code Section 404. The Trustee will not return any portion of CIBC’s contribution under the provisions of this Section 3.11 more than one year after (a) CIBC made the contribution by mistake of fact, or (b) the disallowance of the contribution as a deduction, and then, only to the extent of the disallowance. The Trustee will not increase the amount of the CIBC contribution returnable under this Section 3.11 for any earnings attributable to the contribution, but the Trustee will decrease the CIBC contribution returnable for any attributable losses.

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ARTICLE IV
VESTING AND TERMINATION DATES

     4.01 Determination of Vested Interest . Each Participant employed by CIBC prior to January 2, 1998, who is still employed on January 1, 1999, is 100% vested in his current Accounts and in all future contributions to the Plan. Each other Participant will have a fully vested, nonforfeitable interest in his Firm Matching Contributions Account and Firm Bonus Contributions Account upon his completion of three Years of Service as determined under Section 4.03. A Participant at all times will have a nonforfeitable interest in his Before-tax Savings Account, Pre-1987 After-tax Savings Account, Post-1986 After-tax Savings Account, and Rollover Account.

     4.02 Accelerated Vesting . Notwithstanding the foregoing provisions of this Article IV, a Participant will have a fully vested, nonforfeitable interest in all his Accounts when he attains age 65 while employed by CIBC or an Affiliated Employer. In addition, in the event of the Plan’s termination (in accordance with Section 9.04) or partial termination (as determined under applicable law and regulations) or the complete discontinuance of contributions to the Plan, each affected Participant will have a fully vested, nonforfeitable interest in all of his Accounts. For purposes of this Section 4.02, a Participant will be considered permanently disabled if, on account of physical or mental disability, he no is longer capable of performing the duties assigned to him by CIBC or an Affiliated Employer or of any other position at CIBC or an Affiliated Employer for which the employee is reasonably qualified and, in the opinion of a qualified physician selected by his Employer, such disability is likely to be permanent and continuous during the remainder of the Participant’s lifetime.

     4.03 Years of Service . The term “Years of Service” means, with respect to any Employee, the number of years, computed to fractional portions thereof, elapsed since the first date for which he was paid, or entitled to payment, for the performance of duties for CIBC or an Affiliated Employer, subject to the following:

     (a) if an Employee’s employment with CIBC and the Affiliated Employers is terminated and he incurs a One Year Break in Service, he will not be credited with service for the period between the date his employment is terminated and the date, if any, of his reemployment by CIBC or an Affiliated Employer;

     (b) if an Employee does not have a nonforfeitable right under the Plan to any portion of his Account balances, and the number of his consecutive One Year Breaks in Service equals or exceeds the greater of five or the aggregate number of his Years of Service, then his number of Years of Service, if any, accrued prior to such break will be disregarded and he will be treated as a new employee for all purposes of the Plan.

     (c) In the case of any Participant hired by an Oppenheimer business unit (as defined at Appendix A) on or after January 2, 1998, the Participant’s Years of Service will be the greater of (but not both) (i) the number of Years of Service credited to him as

11


 

of December 31, 1998, under the terms of the Oppenheimer 401(k) Capital Accumulation Plan and Trust, plus his Years of Service under this Section 4.03 for the period after 1998; or (ii) the total Years of Service to which he is credited (without regard to this paragraph (c)) under the provisions of this Section 4.03 from his date of hire.

     4.04 One Year Break in Service . The term “One Year Break in Service” means, with respect to any Employee, the 12-consecutive-month period commencing on the earlier of his Termination Date (as defined in Section 1.21) or the first anniversary of the first date of a period in which the Employee is absent from work with CIBC and the other Affiliated Employers for any reason other than a quit, retirement, discharge or death if he is not paid or entitled to payment for the performance of duties for CIBC or an Affiliated Employer during that 12-consecutive-month period. Notwithstanding the foregoing, solely for purposes of determining whether a One Year Break in Service has occurred if an Employee is absent from service on account of a Maternity or Paternity Absence (as defined below) beyond the first anniversary of the date on which such absence began, a One Year Break in Service will not occur until the third anniversary of the first day of such absence. For all other purposes hereunder, however, no portion of such Maternity or Paternity Absence occurring after the first anniversary of the first day thereof will be credited as part of a Year of Service. The term “Maternity or Paternity Absence” means an employee’s absence from work because of the pregnancy of such individual, the birth of a child of such individual, the placement of a child with such individual in connection with the adoption of a child by such individual, or for purposes of caring for the child by such individual immediately following such birth or placement. The Committee may require the employee to furnish such information as it considers necessary to establish that such individual’s absence was a Maternity or Paternity Absence.

     4.05 USERRA . Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

ARTICLE V
INVESTMENT OF THE TRUST FUND

     5.01 The Committee will establish and cause the Trustee to maintain three or more “Investment Funds” for the investment of Participant’s Accounts (as described in Section 6.01), which may include the CIBC Stock Fund, which is intended to be invested primarily in the Common Stock of Canadian Imperial Bank of Commerce or any other security which is a “qualifying employer security” as that term is defined in Section 407 of ERISA, and which complies with all of the requirements prescribed by ERISA with respect to any such investment. The Committee will also cause the Trustee to maintain a Loan Account to reflect any loans to Participants pursuant to Appendix G. The Investment Committee in its discretion may add additional Investment Funds or may delete any Investment Fund.

     5.02 Investment Fund Accounting . The Committee will maintain or cause to be maintained separate subaccounts for each Participant in each of the Investment Funds (and in his

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Loan Account, if any) to separately reflect his interest in each such Fund or in the Loan Account and the portion thereof that is attributable to each of his Accounts.

     5.03 Investment Fund Elections . At the time that a Participant enrolls in the Plan pursuant to Section 2.01 or receives a contribution on his behalf pursuant to Article III, and after such time, each Participant, (in such manner as the Committee will require, and subject to such limitations as the Committee will establish, under uniform and nondiscriminatory rules) may specify the percentage, in multiples of 1%, of future contributions subsequently credited to his Accounts that are to be invested in each of the Investment Funds. During any period in which no direction is on file with the Trustee, amounts credited to a Participant’s Accounts may be invested in the Investment Funds as determined by the Committee.

     5.04 Transfers Between Investment Funds . Subject to such limitations as the Committee may establish, at any time during the Plan Year, a Participant may elect (in such manner as the Committee will require by uniform and nondiscriminatory rules) to transfer, in whole percentages only, all or any portion of the value of his Accounts, or any portion thereof, held in any Investment Fund to any other Investment Fund then made available to such Participant. Transfers into or out of the CIBC Stock Fund will be subject to such further limitations as the Committee determines necessary or advisable for purposes of complying with all applicable laws of Canada and the U.S.

     5.05 Allocation of Responsibility . In general, and subject to such uniform rules and limitations as the Committee will establish, it is intended that each Participant will have the right to direct the investment of his Accounts among the Investment Funds described at Section 5.01, in accordance with Sections 5.03 and 5.04. Notwithstanding the preceding sentence or other provisions of this Article V, the Committee may in its discretion suspend Participant direction of investments under such circumstances and for such periods as the Committee determines to be in the best interests of the Plan. Other than during such periods of suspension, the Plan is intended to be operated in accordance, and comply, with the requirements of Section 404(c) of the Employee Retirement Income Security Act of 1974.

     5.06 CIBC Stock Fund . Voting and tender rights with respect to securities held in the CIBC Stock Fund will be exercised in accordance with the terms of the Trust Agreement.

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ARTICLE VI
PLAN ACCOUNTS

     6.01 Participant’s Accounts . The Committee will maintain (or cause to be maintained) the following “Accounts” in the name of each Participant:

     (a) a “Before-tax Savings Account” which will reflect Before-tax Savings, if any, made on the Participant’s behalf and the income, losses, appreciation and depreciation attributable thereto;

     (b) a “Pre-1987 After-tax Savings Account” which will reflect the Participant’s After-tax Savings to the Plan, if any, made before 1987, and the income, losses, appreciation and depreciation attributable thereto;

     (c) a “Post-1986 After-tax Savings Account” which will reflect the Participant’s After-tax Savings to the Plan, if any, made after 1986, and the income, losses, appreciation and depreciation attributable thereto;

     (d) a “Firm Matching Contributions Account” which will reflect Firm Matching Contributions, if any, allocated to the Participant and any forfeitures restored to him pursuant to Section 7.14 and the income, losses, appreciation and depreciation attributable thereto;

     (e) a “Firm Bonus Contributions Account” which will reflect the Firm Bonus Contributions, if any, allocated to the Participant and any forfeitures restored to him pursuant to Section 7.14 and the income, losses, appreciation and depreciation attributable thereto; and

     (f) a “Rollover Account” which will reflect Rollover Contributions, if any, made by the Participant and the income, losses, appreciation and depreciation attributable thereto.

The Accounts provided for in this Section 6.01 will be for accounting purposes only. References to the “balance” in a Participant’s Accounts means the aggregate of the balance in the Investment Funds.

     6.02 Adjustment of Participants’ Accounts . The Committee will enter into a service contract with a third party to perform certain recordkeeping services for the Plan (the “Recordkeeping Contract”). As of each Valuation Date prior to or coincident with his Distribution Date (as described in Section 7.03(c)), the Accounts of a Participant will be adjusted in accordance with procedures established by the recordkeeper, to reflect all contributions, transfers, distributions, loans, and income and losses attributable thereto.

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     6.03 Allocation and Crediting of Contributions and Forfeitures . Subject to the provisions of Article III, contributions will be allocated and credited as follows:

     (a) Before-tax Savings, After-tax Savings, Firm Matching Contributions and Rollover Contributions made by or on behalf of a Participant for any calendar month will be credited to that Participant’s appropriate Accounts as soon as administratively practicable after such amounts are received by the Trustee.

     (b) As of the last day of each Plan Year, the Firm Bonus Contributions, if any, for that Plan Year will be allocated among the appropriate Accounts of Participants who satisfy the requirements of Section 3.03(c) in accordance with the terms of that Section. Such amounts will be credited to Participant’s appropriate Accounts as soon as administratively practicable after such amounts are received by the Trustee.

     Notwithstanding anything herein to the contrary, contributions made to the Plan by or on behalf of a Participant will share in the gains and losses of the Investment Funds only when actually credited to the Participants’ relevant Accounts.

     6.04 Account Expenses . All recordkeeping and other expenses associated with the Accounts of terminated vested Participants will be charged to the Accounts of those Participants to the extent permitted by ERISA, unless otherwise paid by CIBC. Trading commissions incurred in connection with the investment of any Participant’s Accounts will be charged to such Accounts to the extent permitted by ERISA, unless otherwise paid by CIBC.

     6.05 Statement of Plan Interest . As soon as practicable after the last day of each Plan Year quarter, the Committee will provide each Participant with a statement reflecting the balances of his Accounts.

ARTICLE VII
LOANS, WITHDRAWALS AND DISTRIBUTIONS

     7.01 Participant Loans . The Committee will direct the Trustee to make loans to Participants from their respective Accounts in accordance with the “loan policy” set forth in Appendix G which is intended to be consistent with the requirements of ERISA Section 408(b)(1) and Code Section 72(p).

     7.02 Payment Prior to Termination Date . A Participant whose Termination Date has not yet occurred may elect to withdraw all or part of his interest from his Accounts under the following circumstances:

     (a) After-tax Account and Rollover Account . At any time, the Participant or Beneficiary may elect, in such manner as required by the Committee pursuant to uniform and nondiscriminatory rules, to withdraw all or a portion of the Participant’s or Beneficiary’s After-tax Savings Account and/or Rollover Account. Any withdrawal

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made pursuant to this Section 7.02(a) from a Participant’s After-tax Savings Account will be considered first a distribution of the Participant’s After-tax Savings made prior to 1987, and thereafter earnings on such pre-1987 After-tax Savings, and thereafter a distribution of Post-1986 After-tax Savings plus a pro-rata portion of earnings attributable to such Post-1986 After-tax Savings. No withdrawal will be permitted pursuant to this Section 7.02(a) unless (i) the amount withdrawn is at least $500 and (ii) no withdrawal was made pursuant to this Section 7.02(a) within the prior 6 month period.

     (b) After Age 59-1/2 . After the attainment of age 59-1/2, a Participant may at any time withdraw any portion or all of his Before-tax Savings Account, his Firm Matching Contributions Account and Firm Bonus Contributions Account in that order.

     (c) Disability . In the event that a Participant becomes permanently and totally disabled, such Participant may at any time withdraw his Account. A Participant is “permanently and totally disabled” if he is unable to perform each of the material duties of his regular occupation with CIBC, as determined pursuant to the CIBC Benefits USA Long-Term Disability Plan or as determined by the Committee on the basis of a written opinion by a licensed physician selected by the Committee.

     (d) Hardship . The Participant may request a hardship distribution of his Before-tax Savings Account (but not earnings thereon) in accordance with the rules set forth in Appendix F.

     (e) Direct Transfer . A Participant who is entitled to make a withdrawal pursuant to this Section 7.02 may elect to have any portion of such withdrawal amount which constitutes an “eligible rollover distribution” within the meaning of Code Section 401(a)(31)(C) transferred directly to an “eligible retirement plan. Such direct rollover election will be made in the manner prescribed by the Committee and will include such information as the Committee may require. The Committee may establish a default procedure whereby any distributee who fails to make an election under this Section within a deadline prescribed by the Committee (consistent with the requirements of Section 401(a)(31) and the regulations thereunder) will be deemed to have elected to not make a direct rollover.

     (f) CIBC Stock Fund . No withdrawal under this Section 7.02 may be made from any portion of the Participant’s Accounts invested in the CIBC Stock Fund.

     7.03 Distribution after Termination Date . If a Termination Date occurs with respect to a Participant (for a reason other than his death), the vested portions of his Accounts will be distributed in accordance with the following provisions of this Section 7.03, subject to the provisions of Section 7.04:

     (a) Balance Does Not Exceed $5,000 . If the value of the vested portions of the Participant’s Accounts (including any loans outstanding on his Termination Date) does not exceed $5,000, determined in accordance with Section 7.08 but as of the Valuation

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Date coinciding with or immediately preceding the last day of the quarter following the quarter in which his Termination Date occurs, and did not exceed $5,000 at the time of any prior distribution or withdrawal, such vested portions, less any outstanding loan balance distributable in accordance with Appendix G, will be distributed to the Participant as soon as practicable after the end of such quarter following the quarter in which this Termination Date occurs, in a lump sum cash payment.

     (b) Balance Exceeds $5,000 . If the value of the vested portions of the Participant’s Accounts (including any loans outstanding on his Termination Date) exceeds $5,000, determined in accordance with Section 7.08 but as of the Valuation Date coinciding with or immediately preceding the last day of the quarter following the quarter in which his Termination Date occurs, or exceeded $5,000 at the time of any prior distribution or withdrawal, such vested portions, less any outstanding loan balance distributable in accordance with Appendix G will be distributed (or will begin to be distributed) to the Participant on (or as soon as practicable after) the Distribution Date he elects, by one of the following methods chosen by the Participant:

 

(i)

 

by cash payment in a lump sum, or

 

 

 

 

 

(ii)

 

by cash payment in a series of substantially equal monthly, quarterly, semi-annual, or annual cash installments. The period over which such payment is to be made will not extend beyond the Participant’s life expectancy (or the life expectancy of the Participant and his designated Beneficiary).

     (c) “ Distribution Date ” will mean the Valuation Date as of the first day of the first period for which a payment in any form is made pursuant to this Section 7.03, which date will be no later than the Valuation Date coinciding with or immediately following the date described at Section 7.13(a).

     (d) Direct Transfer . Except in the case of a distribution required by Section 7.13 or described in Section 7.03(b)(ii), all distributions pursuant to this Section 7.03 will be subject to the Participant election requirements of Section 7.02(e) and Code Section 401(a)(31). Such direct rollover election will be made in the manner prescribed by the Committee and will include such information as the Committee will require. The Committee may establish a default procedure whereby any distributee who fails to make an election under this Section within a deadline prescribed by the Committee (consistent with the requirement of Section 401(a)(31) and the regulations thereunder) will be deemed to have elected to not make a direct rollover.

     7.04 Distribution of Before-tax Savings Only Upon Separation From Service . Notwithstanding any other provision of the Plan to the contrary, a Participant may not commence distribution of his Before-tax Savings Account and his Firm Matching Contributions Account and Firm Bonus Contributions Account even though his employment with CIBC and other Affiliated Employers has terminated, unless or until he also has a “separation from


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