Exhibit 10.18
KRAFT EXECUTIVE DEFERRED
COMPENSATION PLAN
ADOPTION AGREEMENT
As Amended November 3,
2008
KRAFT EXECUTIVE DEFERRED
COMPENSATION PLAN
ADOPTION AGREEMENT
As Amended November 3,
2008
ADOPTION OF PLAN —
[Select one]
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x
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Adoption - The
undersigned Kraft Foods Global, Inc. (the
“Employer”) hereby adopts as a Nonqualified Deferred
Compensation Plan for the individuals identified in Item 5
herein the form of Plan known as the Nonqualified Supplemental
Deferred Compensation Plan.
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NAME OF
PLAN
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The name of
this Plan as adopted by the Employer is the Kraft Executive
Deferred Compensation Plan (the
“Plan”).
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INDIVIDUALIZED PLAN INFORMATION
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With respect to
the variable features contained in the Plan, the Employer hereby
makes the following selections granted under the provisions of the
Plan:
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1.
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Adopting
Entity . The Employer
adopts the Plan as:
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List type of
business entity (corporation, partnership, controlled group of
corporations, etc.) Corporation
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List each
Employer adopting the Plan and Employer Identification Number
(EIN) :
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Name of Employer:
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Kraft Foods
Global, Inc.
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EIN:
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36-3083135
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Name of Employer:
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EIN:
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Name of Employer:
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EIN:
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Name of Employer:
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EIN:
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Name of Employer:
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EIN:
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(attach
additional lists as necessary)
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The adopting
Employers and the Employer are referred to herein collectively as
the “Employer.”
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Select
state of controlling law (see Section 10.7 of Plan
Document):
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¨
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State of
incorporation;
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x
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State of
domicile; Illinois
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2.
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Effective
Date . The
“Effective Date” of the adoption of this Plan, this
Plan amendment or this Plan restatement is June 1,
2008.
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3.
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Plan
Year . The “Plan
Year” of the Plan shall be [select one]
:
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x
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the calendar
year.
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¨
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the fiscal year
or other 12- month period ending on the last day of
[specify month] .
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¨
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a short Plan
year beginning on
,
and ending on
,
;
and thereafter the Plan year shall be as indicated in (a) or
(b) above.
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4.
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Plan
Administrator . The
“Administrators” of the Plan are the Vice President
Corporate Compensation and the Executive Vice President, Human
Resources
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[fill in
the name(s) of the individual(s) or job title(s) or entity (such as
a committee) that is (are) responsible for administration of the
Plan] , and such
other person(s) or entity as the Employer shall appoint from time
to time. Each Administrator is authorized to independently take any
action required or permitted to be taken by an Administrator under
the Plan.
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5.
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Eligible
Individuals . The
following shall be eligible to participate in the Plan:
[select all that apply – do not list individual
names]:
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x
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A select group
of management or highly-compensated Employees as designated by the
Employer in the Summary Plan Description;
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¨
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Employee Board
Members;
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¨
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Non-Employee
Board Members;
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¨
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Other Service
Providers (i.e., independent contractors, consultants,
etc.)
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¨
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Employees or
other Service Providers above the following Compensation threshold:
[enter dollar amount] $
;
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¨
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Employees with
the following job titles: [enter job title(s); for example,
“Vice President and above”]
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¨
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Other:
[enter description]
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6.
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Eligibility
Timing . Eligibility
timing selected below shall apply uniformly to all Participant
Deferrals (including Performance-Based Bonus Deferrals), as well as
Employer Matching Contributions and Other Employer Contributions,
unless otherwise indicated. If the Employer wishes to provide for
separate eligibility rules for different types of Compensation (for
example, Salary vs. Bonus), or for types of Contributions (for
example, Employer Matching Contributions vs. Participant
Deferrals), mark “Other” below and attach exhibits as
necessary [select one]:
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¨
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Eligible
immediately upon properly completed designation by the Plan
administrator or Employer;
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¨
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Eligible after
the following period of employment, Board service, etc.
[enter number of days, months or years, for example, 90
days]
;
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x
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Other
[enter description]: Eligible immediately upon
eligibility to participate in the Plan.
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7.
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Types and
Amounts of Participant Deferrals [ select all that apply and
enter minimum and maximum percentages in increments of one percent
(for example, Salary minimum 0% maximum 100%). Note that no
Deferral election can reduce a Participant’s Compensation
below the amount necessary to satisfy required withholding for
FICA/Medicare/income taxes, required Participant Contributions into
another Employer-sponsored benefit plan such as medical insurance,
401(k) loan repayments, etc.]:
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x
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Salary
[select one] :
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x
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percentage
[minimum 0% and maximum 50%, in 10% increments
only]
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or
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¨
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fixed dollar
amount [enter minimum $
] .
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x
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Non-Performance-Based Bonus [select
one] :
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x
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percentage
[minimum 0% and maximum 100%, in 25% increments
only]
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or
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¨
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fixed dollar
amount [enter minimum $
] .
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x
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Annual
Performance-Based Bonus: performance period from 1/1 to
12/31.
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x
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percentage
[minimum 0% and maximum 100%, in 25% increments only]
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or
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¨
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fixed dollar
amount [enter minimum $
] .
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x
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Performance-Based (Long-Term Incentive Plan)
Bonus: performance period from 1/1/07 to 12/31/09, and
subsequent performance periods as determined under the Long-Term
Incentive Plan.
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percentage
[minimum 0% and maximum 100%, in 25% increments only]
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or
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¨
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fixed dollar
amount [enter minimum $
] .
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x
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Commissions
[select one] :
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x
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percentage
[minimum 0% and, maximum 50%, in 10% increments only]
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or
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¨
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fixed dollar
amount [enter minimum $
] .
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¨
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Board of
Directors Fees/Retainer (note – should not include expense
reimbursements):
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¨
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percentage
[enter minimum % and, maximum
%]
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or
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¨
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fixed dollar
amount [enter minimum $
]
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¨
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Other Service
Provider Fees or other earned income from the Employer:
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¨
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percentage
[enter minimum
% and, maximum
%]
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or
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¨
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fixed dollar
amount [enter minimum $
]
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¨
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401(k) Refund
(amount deferred from Participant’s regular Compensation
equal in value to any refund paid to Participant in that year
resulting from excess deferrals in Employer’s 401(k) plan
– see Subsection 2.9 of Plan document for
definition.)
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¨
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Other
[enter description]:
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8.
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Definition
of Compensation for Purposes of Making Plan
Contributions [select one]:
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¨
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Same definition
of Compensation as in Employer’s 401(k) or other applicable
qualified retirement plan, earned while the Participant is an
Eligible Individual, as determined by the Employer.
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x
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Participant’s total wages, salary,
commissions, overtime, bonus, etc. for a given year which the
Employer is required to report on Form W-2 or other appropriate
form, (or, in the case of Other Service Providers, the
Participant’s total remuneration from the Employer for a
given year pursuant to the agreement to provide services to the
Employer), earned while the Participant is an Eligible Individual
as determined by the Employer.
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¨
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Other
[enter description]:
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9.
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Expiration
of Participant’s Deferral Elections [select all that
apply]:
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x
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Renewed Each
Year: Participant’s
Deferral Elections must be renewed each year during the open
enrollment period ending no later than December 31 prior to
the effective Plan year (or, in the case of Performance-Based
Bonuses, no less than 6 months prior to the end of the applicable
performance period).
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x
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For all types
of Compensation Deferrals.
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¨
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For Salary
Deferrals only — other types of Deferrals are
“evergreen”.
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¨
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For
Performance-Based Bonus only — other types of Deferrals are
“evergreen”.
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¨
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Other:
[specify]
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¨
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Evergreen: Participant’s Deferral Elections will be
“evergreen” (i.e., will continue indefinitely until the
Participant’s Termination Date unless changed by the
Participant – so each year the Participant will be deemed to
have the same election in place as the prior year unless actively
changed by the Participant during the open enrollment period ending
no later than December 31 prior to the effective Plan year or,
in the case of Performance-Based Bonuses, no less than 6 months
prior to the end of the applicable performance period).
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¨
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For all types
of Compensation Deferrals.
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¨
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For Salary
Deferrals only — other types of Deferrals are renewed each
year.
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¨
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For
Performance-Based Bonus only — other types of Deferrals are
renewed each year.
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¨
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Other:
[specify]
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10.
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Employer
Contributions [select all that apply]:
.
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x
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(a) No Employer
Contributions.
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¨
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(b) Matching
Contributions on all Participant Compensation Deferrals [also
complete Items 11 through 14 ].
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¨
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(c) Matching
Contributions on certain types of Compensation Deferrals (for
example, Matching Contributions on Participant Performance-Based
Bonus Deferrals, etc.) [attach explanation describing which
types of deferrals will be matched and also complete Items 11
through 14]
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¨
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(d) Employer
Contributions other than Matching Contributions. Employer
Contributions will equal the Employer matching contributions that,
but for the Participant’s deferral of Compensation under the
Plan, would have been contributed to the Kraft Foods Global, Inc.
Thrift Plan or the Kraft Foods Global, Inc. Supplemental Benefits
Plan I on behalf of the Participant.
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11.
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Amount of
Matching Contribution on Participant Compensation
Deferrals . If the
Employer has specified in Item 10(b) or (c) that it will
make Matching Contributions on
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behalf of
Participants based on their Compensation Deferrals, such Matching
Contributions will be in an amount determined as follows for the
applicable period selected in Item 13 below: [Select
(a), (b), (c), (d) or (e) below – if Employer has
indicated in 10(c) above that Matching Contributions will be made
on certain types of Participant Compensation Deferrals and if
Employer wishes for different Matching formulas to be used for
different types of Participant Compensation Deferrals, Employer
should attach additional copies of this Item 11 completed for
each type of Participant Compensation Deferral that is
matched.]
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¨
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(a)
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% of the Compensation Deferrals made by each
Participant during the applicable period.
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¨
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(b)
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At a percentage
determined from time to time in the discretion of the Employer of
each Participant’s Compensation Deferrals for the applicable
period (percentage should be documented in writing when determined,
and such writings will form part of the plan).
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[
Optional: If 11(a) or (b) above is selected, the
Employer may also specify here that it will not match Compensation
Deferrals in excess of $
or % of each Participant’s
Compensation during the applicable period — specify
either a dollar amount or a whole percentage. If no
limit is entered here, the assumption is that 100% of the
Participant’s Compensation Deferrals will be matched at the
applicable percentage.]
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¨
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(c)
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% of the portion of each Participant’s
Compensation Deferral Contributions during the applicable period
which does not exceed % of the
Participant’s Compensation for such period; plus
% of the portion, if any, of each
Participant’s Compensation Deferral Contributions during the
applicable period which exceeds %
but does not exceed % of the
Participant’s Compensation for such period.
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