HomeMy WebLinkAboutRESOLUTION - 56-80 - 6/10/1980 - DEFERRED COMPENSATION PLAN RESOLUTION NO. 56-80
A RESOLUTION ESTABLISHING A DEFERRED COMPENSATION PLAN THROUGH
THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION
FOR EMPLOYEES OF THE VILLAGE OF ELK GROVE VILLAGE
WHEREAS, the Village of Elk Grove Village has in its employ certain
personnel ; and
WHEREAS, said employees are and will be rendering valuable services to
the Village; and
WHEREAS, the Village has considered the establishment of a Deferred
Compensation Plan for the said employees made available to the Village and
to said employees by the International City Management Association Retirement
Corporation; and
WHEREAS, said employees often are unable to acquire retirement security
under other existing and available retirement plans due to the contingencies
of employment mobility; and
WHEREAS, the Village receives benefits under said plans by being able to
assure reasonable retirement security to said employees by being more able to
attract competent personnel to its service, and by increasing its flexibility
in personnel management through elimination of the need for continued employment
for the sole purpose of allowing an employee to qualify for retirement benefits.
NOW, THEREFORE, BE IT RESOLVED that the Village of Elk Grove Village establish
said Deferred Compensation Plan for said employees and hereby authorize the
Village President to execute the Deferred Compensation Plan with the International
City Management Association Retirement Corporation, attached hereto as Appendix "A";
and
BE IT FURTHER RESOLVED that the Village Manager may, on behalf of the Village,
execute all Joinder Agreements with said employees and other eligible officials
and officers, which are necessary for said persons participation in the Plan,
an example of which appears in Appendix "B", except that any Joinder Agreement
for said designated official shall be executed by the Village President.
Section 1 . That this resolution shall be in full force and effect from and
after its passage and approval according to law.
PASSED this 10th day of June 1980.
APPROVED this IOth day of June 1980.
Charles J. Zettek
ATTEST: Village President
Fay M. Bishop
Village Clerk
IPPeudix A
INTERNATIONAL CITY MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION
DEFERRED COMPENSATION PLAN
Amended as of June 28, 1974 and March 23, 1979
If
It is nereby agreed that this DEFERRED COMPENSATION PLAN shall be in effect on the date upon which the Employer has caused it to be
executed by an ottiaal afhwng his signature on behaB of the Governing Body in the space provided below. However. the DEFERRED
COMPENSATION PLAN will not be legally binding upon the International Cay Management Association Retirement Corporation until a Noticeof
Plan Acceptance has been supplied by It.
Legal Name of the Employer
I
1
I
1
Attest for the Employer_ For the Employer. F
cy
Signature of Aumonzed Official Signature of Authonzed Official
•i
F ,
Date of Signature
r
t
i
Print Name and Title t
SEE INSTRUCTIONS FOR IMPLEMENTATION PRIOR TO COMPLETING THIS SECTION
Complete the followinq prior to mmllnq this Agreement to the Rearemenf Corporation
Full Name IC,y of, County of. etc I
Tale of Ofhcal Ip wnorn correspondence and repurM are to be mailed
(nor n imal
Add,ss_(inrludO npcod,)
Emplayers F..peral T iR Identification Number
How inen will you make contrit)ufions�
Whitt is the Bate of your fust comribubo0
Tela I N.,moer et EmployeesNumber of employees eligible to participate __ _
PRELIMINARY STATEMENT 1.2 Compensation may be deferred for any calendar month only If a
ESTABLISHMENT OF THE FLAN Joinder Agreement for such deferral has been entered Into before
AMENDMENTS the beginning of such month The determination of the Initial
amount or percentage and of any future change in amount or
The International City Management Association Retirement Corpora- percentage of deferred compensation must be made before the
Lon. hereinafter the Retirement Corporation or ICMA-RC, is a nonprofit beginning of the calendar month for which the compensation is
Delaware Corporation It has been classified as a tax-exempt organization payable.Such future changes may be made more frequently than
under the provisions of Section 5011c1(3)of the Internal Revenue Code.As once per calendar year only at the express direction of the
Lin aidln thetmprovement of slate and municipal administration in general, Employer.
the Retirement Corporation is organized for the purpose of receiving and
1.3 The amount of total compensation may be adjusted from bine to
Investing deferred compensation funds of state and local governments
time without altering the terms of this Flan_ However, be per-
and their related and controlled public interest organizations which are tentage or amount of deferred compensation maybe adlustedonly
tax-exempt under Section 501 of the Internal Revenue Coder hereinafter in accordance with 1 2 above Any such adjustment of the per-
referredtoas"Employers to actas trusteeand/or agent for the collection tentage or amount of deferred compersalion shall be
com-
arc r investment o:the income rn P,retrnm-and to act as agent for Such
mumeated to be Employers agent. Ine rTe Lreirieni i;orpor orlon.
Employers and at their explicit direct ion for the distribution of the funds and and the deposits in the adjusted percentages or amounts. if
,assets of their accounts to their participating Employees (including
changed from the poor existing percentages or amounts, shall
independent contractors) in accordance with options provided In this thereafter be made by the Employer Into its Retirement Corpora
International City Management Association Retirement Corporation tion Account.
Deferred Compensation Plan,hereinafter referred to as the 'Plan."or the -
"CMA-RC P!an." 1.4 Compensation deferred under the Plan for any Employee IS
taxable year beginning after December 31 1978,shall not exceed
The ICMA-RC Plan is set out below in two parts: I. The Deferred the lesser of(1) $7.500. or(2) 33-1/3 percent of the difference
Compensation Employment Agreement,and II. The Master Trust Agree- between an Employee's total compensation and his deferred
ment.As set out below,the Employer adopts this Plan as its Agreement compensationexcept as provided to 1.5 below
with the participating Employees and ICMA-RC,and the Employees shall
participate In the Plan through the execution of a Joinder Agreement, 1_5 For one or more of the Employee s last three taxable years ending
which by its terms Incorporates all of the provisions of the Plan,Acopy of before he attains normal retirement age under the Plan,the ceiling
the Plan shall be supplied to each Employee for his study and under- set forth in Paragraph 1.4 above shall be the lesser of —
standing pnorto his execution of the Joinder Agreement.The Employers. a $15.000, or
through their participation to the Plan, express their desire to have the
benefit of the cont.nued loyalty. service and counsel of their Employees b. the sum of —
and to assist them in providing for the contingencies of old age (1) the Planceiling established for purposes of Paracraph l4
dependency. disability, and deathfor the taxable year (determined without regard to this
,
This Plan maybe amended from time to time for purposes of assuring its Paragraph) plus
conforrhance to the reguvements of any applicable law or rule or regula- (2) so much of the Plan ceding established for purposes
.cn pJrduar:t.iii c[p,and Is prescrve the lax-exempt Status of the Plan . - • .moi .a u,. e YCNs ,,fere Lie lS L tT:e .ear
and the Retirement Corporation. No amendment may either directly or as has not theretofore been used under Parsgrapn 1 a or
indirectly operate to derive any participating Employer of its beneficial this Paragraph.
interest in the Trust as it is then constituted The Retirement Corporation The amount of compensation deferred under this PSragrapn shall
will notify the participating Employers of any amendment to this Plan no not exceed an Employee s total compensation The wordsnormal
later than sixty days prior to its effective date-Any such amendment will retirement aue.' as used in this Paraornph, shall mean the
become effective after the expiration of That period of time.except as to "designated age.' as dotined in Paragraph 6 below
those Employers as may hie an objection No amendment proposed by
participating Employers shall be effective unless agreed to by the ICMA 2. Deterred Compensation AccountUnder this Plan,Deterred compere.
Retirement Corporation over the 9gtlature of an Officer_ sation shall be. credited and paid into the Trust established and
maintained with the International City Management Association Re-
PART I_DEFERRED COMPENSATION tirement Corponiton is Trustee Tho Retirement Corporation is a
EMPLOYMENT AGREEMENT nonprofit corporation funned for the specific purpose of eve thing and
otherwiseadmmistenng the fundsof said Trust The Trust rnayberevoked
1. Deferred Compensation—Inlml 0ecison—Future Chonges—Limits at any time by the Finployec and upon revocation of said Trust as of Lha
1.1 For toe purpose of tots Plan the following definitions apply assets thereat stall retwn to ,,,it mvort to nm Lmpiayer The EnpWyer
a. "Total compensation' is Ine total of compensation to be prod by shall peep accurate books and records with inspect to the Empiovee s
the Employ.-r for the serviceb of the Enployee, regortdess of the total comornsation at Other awned intone and wah respect to.rmount5
terms used for its components. as. Inr example, "base pay, in paid into s°til T,ust
nddnon:a dose pay." emLlo-Ier's caninbuhonr, IT, 3 Owner-aup z,t Fuer b, ...d he=r the I n,Ti nor in/ Pi nvh'-I-t'v
I, C-fyrO.1, 'empon,ahnn' s that mnounl e,r pOreenIa,;e of the thereof :I II h,rvo :r t -I rh,tlsor he ', ,, c T j into the
!vialcemp>nsa!onoltonEmployee which the Eall>.py,•r cu,,,.nhy e)r,lern.d C,.m P'-n,dl 'n Ai.pun., nthe pr a : ,tT,bI, r : .l,o0I in
.. '••s I,,, 'I'?c"'mint to be Emptovuc and. n Ito icj.d, hoans .u.,hf indI(if in the incnr:t trMuldbW to se,h Pints {',t),qy ., r;nts.
1—ro, W,a u,tarn<.C am e'nmi on A—Hunt w to the l ,t r nm int 'h :h :,hell dl rill 11. -^ii assvP of fill E npll e r CI to i'S
C,,r{.;,r it :,r-ter'hr b rn; tit inis P'rn Defrm d r_ Insolule rlamir on .c ami T I n-fhl ot'.v thdr.m.n unl I ch .'n Rte
^tri i, L,,T ..,c t :m or pereewa4 cs(it bath' :ase pay' �nI un j' ass is ho A _e 1. teJs ..a'e-d 'o �. F.r L, •n
'nncloY,r's cOnRimit Pns' or t may include 3 Ounts torn ,:r :dccrd.iace ilio i ,, [JVS nS of lms f I II The b. jr - t IT,,
der_r-nta;es(it`n'y eine at these components, Ertpioyer iJ pay d,forte(f .-in ens t r r Is 11)rlt' ll 11Y, 'he
Er'nloyee h nv ng no pr.err,I,,r J in - st ci:r m n, 1a, -t Rust
c "C.:nett cc^'pen3.iron is that portion of the E11tployee s total annuity, er e6nonvise r and t,V,e,Specific r,:nr:s,1110.rssats ho'7 It be
ccrrprns.anoo wnu.n is n,t deferred comoensn!I en as d,.feneJ Deeerred CJnrco saliJn „e Tit Tt _,,111,!,,el obligation rt the
OmperS-)r 6 .1,r1,d herein_ avid Fmolover t- :`..r t!'e to^.as 11'1 -, Deterred Cz,mp.en SatiIXi
: Baso Ly 5 '^e ;to'e'd 5.:'sry of rhe E ricY'ee ACCpdnt b,tr,,Einpipylr-or n'S bort,1n_ir^/till Ile appPc:ol..rt,5'nbe,!iOn
2
attains the deslgnated age, amounts eoual to the ber is
data shall bP,a Cdnbnumg Obhgabpn,the Em Employer,and other Party received by the Employer,under retirement annu+ry policiesi shall
rot,eved by any agreement Getween the Employer and any bnote paid to the Employee. death time ars he tooahis tbenef beneficiaryed
of
age: or, ,d the case of death. pay
except as prrn,deo in Sonet by It Paragraph or of this Plan,andthe T ust beneficiaries. nominee or estate Pursuant to the Prohis Plant Or
ce alleclea m nny manner py amendment or revocation Of the Trust provided,n said polleles and Paragraphs,7 and 8 of this Plant or
relented to m Paragraon 2 herein or by ravereidn of u e Trussupersede
Funds,to the
c. Payments m monthly, quarterly, semi-annuah or annuae tg tp
Employer The provisions of tni, Paradruld snail supersede and conflict, 1 ears,said DaY
any Othel p(ryis10n rle"s Plan which could 6e bdterGt O\ed to 6e in cOnfl101 merits over a period of not e,,eedmg\en( tg)Y
therewith include a reasonable return on the funds assets and acwofmulations
expect d
the Deferred OnableCOPnsebpn Account, less the amount v expected
q Adm mbstralion o' Funds The funds deposited in the Deterred monthly. quarterly, semi-annual,or annual I nbution, over the said
Gompensat,cn Aczount shall be bnves!etl and reinvested by the Relive- tan)101 Year period;or
mens Corpor n' Ir ' Protr,ded for i..me Trust Fund described,n Part If of
•,+ti,y Plan m any manner whch m ds sole discretion rt deems tl estm tit d One tump-sum payment
W,thout r4 J.prd of Aly«,CCOunt Shill .1�50�2(ie�Ol governing e n " or�loss Bs Iing IMCCt,In o``:l tmo of P9'fineR! Th9 meth Gltl tit p0corpo�kfnt corporation,
be
of such..nos The 1ei+, e,art Tlns Trus:Fund ms( de rven to heaNr,
v}1llee Selected by the Employer.apUng thWugh the Retirement CorPoo he3s,9
m Its duly authorised agent, due consideration being g
commingled v+ltn others e5tabl b5hed by the Trustee With Othef Employers
,Omar this Plnn _ flnanc,al circumstances and family obligations o+the Employee. In this
Employer, being re q,,d the EmOcYee may no consulted;however.he shall have n0 voice
5 C*.5'.9nat+On
of InveStmenl5 Each participating in the decision reached
-
ao"5ed Pt the `l,' entes Pt and lir ,e benefit of each of its Payments ,n the Event of Death.
pou,c,pat,nq to"Phyees. shall designate the percentage d(thedeferred
types
e s 01 a During the Period of Distribution In the event of the Employee's
compensation involved when shin be invested m the respective types of t3 death during the penotl of distribution on, the Employee's beneficiary
investment tunas faccpunsl of the Retirement Corporation.such as the shall be chilled to[eceive payments m accordancewdhthe payment
Egwty ryanaolel Fund Or Ire Fixed-income Fund unless the laws of the method being employed at the eats Ime of the Employee s death.With the
ppptm¢ble state or Ipcal government require Otherwise. ,0 which case consent of the Employer,among through the Retirement Corporabon
inose taws shall gOvem Future elections to change the percentage robe ass duly authorized agent, said beneficiary may elect to receive a
,duelled m each,,P,pt Fund may only be made prior to and for the next .
succeeding annual penotl of service for which the tent compensation Corporation lump sum 11 lieu of installment Payments rior
payable by IOmg w, ,,,n,tt,e thereof with the Reliremetn2Retement
Such notice will not be ertectrve untA receved by b. Poor to Distribution.In pro event of the tleath of the Employee0
\o the distribution, Ire funds and assets of the Deferred Compensa-
Corporabon Slob Account shall be paid in accordance wdh One of the methods
described in Subparagraphs a,b,c,Ord of Par`geaEmploYeroacbng
f The
6 Parmenl of Deferred Compensation The words`Plandesisnail age, he described of said method Shall be mado by
used lin this P.ira9+nen and lin Pnragrpph t0 of rebs Plan, stall mean the through the Retirement Corporabon as rts duly authorized agent.
Ces,gnate,"%ge-1'I -h appears,n the Joinder Agreement executed by the
ni
+nctude the
p lr O,Irueog EmplPyea Tease words, ad used ,n this paragraph,
pnd a, Joinder Agreement
- shall "iso g- Pnytnents til me eye Ot Ucad ieeanuCmerge able lnergency Ide'
Paracranh +.0 deT _, r it rhe sole lsoretlon of tnI participating Employee is faced wdh an unforeseeaPle emergency(de-
„� it EPIW'Yee
- - r t to •,Oil of his empbYmenl agreement, terminad in me manner Prescribed by Federal regulation).the Employer
Erdp1Oy` may direct the Retirement Corporation as agent to make disbursements
monbnues+n the employ of itis,6nPloyr<after he atlmns the designated from the Deferred Compensation Account of amounts reasonably neces-
sary to Satisfy tfia emergency needs of the Employee.
aqe .Except as P'Ov,dad,n Paragraph 5(unforeseeable emergency n
paymenfsef detI"eri cars,Dens,- 5 31 O At Such time�'O+s he Employee payments shall commence On the first day of the
separation tram ce rvi+:a st
r+,tri In"Employ- 10- Payment Dates. Pay
Pori or ment agreement,if Employee
month attainment of the designated age,orlateL on ire it
reeCrPS the peSgmtCd nge. becomes Parmr b1l1i d15abled Or dies
day of the month ager the end of his employ
cnsa- after he attains She designated
whenever O;cnrs first.he,Or his benel�t t from bee Deferred Come' or the Employer
c•slafe sl nn'a,,b tied to receive p iY 1 continues m the employ
plon.•d by the Employee navutg reached the pge,prl,kewi5afp110W Tq permanent diconti continuously
thereafter
on the o
bon Account ,u lsiendlnq on the date on .+Hien one of the; frreg0the
OCG,rs Pagm0n15 0. Installment Payments,Shall be matle continuously lhetedRer On the first
S Ibled,Or by hs death on re i in the 8vent quarterly.Semi-ann,a Of
day of each succeeding month,o. are applied, then cbnttnuo,51y
y.,y+yn-C•ld ny'-'.heaommq Pu rovcinny mens installment periods
lir+de tit nccordnno,vain ine prrvbgbon5 cl ,,,jtj aj,o hereat rid follov tI
annual pay month wrl0h begins the time
r annual p;ry"wits OmIa-
y P.ryn,,.ntsin inontntt +u,ruterly, sam-annual,o thnreatter onlhe tirStdaYof eachsuccee in9
period(quarterry,etc 1 involved until such time as the Deferred Comp
mer 1110 rl �lud of til,e<pect:mry Pf the Employee m.tcedrdan0¢"with
the l)'I,%°1'O`%Prot"'....' lion Account IS depleted,n Ifs CahretX
Ut,on +e.icnmIt's agent of
q 'he ,1�.;,Mle•d .tip, or bee Omin+) permanently 11 Dsb,rs,ng Agent the Retirement GOmenle The ultlimate OblgauOh
,Gabi,.•t "nm - he Employ erfcrPurposes Ofowevsingpa{remain with the Employer.
-, rm, � n+ tuli-t m_ n,p1I1M til, vth,ch+mc•r first
ex, C cy shall +- 7atermmed by
L " I IY i,Ulu'- ire mttnunts of for rtdkinq such Daymonts,however. s a
un.ni•, .I. J 7 ++ 12 Aca,m,tlalicn Duddy the ,,P PutiPn Period. During ine Penrd 01
dislrihubp..,tni`E1nPI0Yee or his panBUcfa(y Or beneFldtanea.nOm,nea Or
C-1,rrnd Cn n r:trioti Accn int
m r dried with all the
��d 3 .trier :[th-i r-aspn.,tl. cite r! mium eOl at O. .+s the case may b, shall Gpnbnuo IO Oe c e
;till t +,f ..ePOGL.d N tthl[ di=(r.h 1 fin. rC(nCNd On the undistributed funds and
I— ,trn,.unt and me
Y,.n ,irY p mGnthly ill`nt p¶qr P_d1. aCC,md abOnS.
etane/of the E•r �nrd tin p.ri't+"ht of which,,n assets tit the Deferred GomPensatwn Aecounl. until such Account
,n:,Y.recti lir+x,ith„m.tl,C:,lily C+ deptefed Tits eru,(ety
t3 Section 1 Termmatlon of Employment Upon termination of the
til i n pdnly,^V.b rt 1dt5 Uv-r r 6enOa n the LtO tixp C+;LinC/
din Y`e+ -n",,.I]amplest'! I.mete fl sold AceOUnt at tri=
1 ,, + b,tel ynul pf fife e.�P” a cy lir Employee 5 SemCes,for any reason Other h0...death the funds,assets,
p.+Ynw,"5+n mnntnly, quailrriY s`=iri'-+nnual. or annual puymeNs and accumulations mine Deterred CompenSaUOn Acco,nt shall not d
+>uowinq;>ocem+re Itansterred to an account wbin a new employer of the Employee, and,
t,,.re .inn ine rip mebme tie instead. they shall remain ,n the Onginal Arcdunt as assets Of the
old
„_c --N^olpre�yemP�m,mens terminates Phu
3
Y
A9SER iRUSi PGREEM tlEmploYer and the
pl,w 11.M Fore^amu nt corporation
and between the a
wdh the NT made aY Assoc,anon
tten(a
AGRFl7 int ent CorP°ra
mph 1 a
',n eco°rdance Mana9ern ..Rettrem f
the State
tnls ParagraRn- Qr
they are d,stnbut2d Internanprlal G� Trustee
bme as wded,h SeoUon2 of matlei the exlsnn9un P P
t as Pro ¢,delstloo Between there arlIzed and
der t
�1oYer until such e%cep Wath Con_ IOYea accepts ration or9 ,DpSe of""Sting an e
ne dm,mstenn
It omerwse a
pf this Ptan. corRQ tot the W ohne
coon w,th Def rr®dC m e
as,ons Pt EmPw1 1, kne event the kc RG Deterred are.
nsa,
in IGMA' DetaW
HnplaYers in°
n Transfer reement atinQ in the resent funds set asitle nY
'Di5 AS
coon erhe,p tit hasnoP to enter ,ti to a4ree
A�feements w,tn EtnPloYeeS.
'91'VeiS..,TdaaRite W erre UY f R Account tl05tYe5 t
est ErnPIPYar finds iha EmPtover
nt w,m ane ,t the R mUtallons",the sal pse what- B. the Q
dee Pavmen so
agree t
,np+py,ne then, ansa of WHEREA r IOYees t 1 comDe^soften as 5
pea,e
deferred
sanon Plan, anY other PurR whereby,ts En P m the¢to a until the o Gunence
of the Wnds,assets and accu
;omDen rtprs or to( Employees t e
�t tututa need ,d thP-con^i9 ylnd t in 9 annual of Of amounts a -
r menta
,SS ganef Al Grade 1O av0 Venry the percentng ti
�� Is dehned ins ,d acre
for tn9 payment°ef atldn Of,is des mm,n% lavoitlln9
Iderationo mpensat,on
In LPnsid- nntl to 'no
exa vents; will he Surt, kne Wnd
sQBVar, nil M cans dontlnWnq ooas GeRatn e tnai there p P
racPfdS. branpn,a ees
,ons the EmploYOr
mainta,nm9 nt GorP t,on of Employ 111$ret,reman cies. ,n order rouN °
des,ras to
rts paha Rentema of Iinga ensatlon on Catton and WFiEF"- o rt
f c m ansa
ne lore9Qln9 CP^UaalU d
pbli9al
he
rep° faun 'dull
t
Pp541b1e tuture expenses ferrel comp future a y m
of tle s5tnle 11mul0,hnns d{senar9e tPer odtcall a ou
is to p3Yment Pt 2M pa pts and aL''
tractual nUn the event utporize the get 2SId i
er ohne rundA P55 n-a etner WdhH
any an
rov,detl ,^ , nv ,nay.at rts "'Ito er mai dgfer[odt as,de.tog Codntrol sand
VeSAne
harem D oast Eno` IUYar new EmPloY tF.e funds'01
wet by the asi EmP roPose to the sfeRedto Ithtn the tlo^lolersd so ute
owne
n9nt otrwl
wnnara nt IneP untbetran WHEREAS, exclUs,velYw ever there,^.
ACGou �ts59ent.toP idgGc0 loYer•andiP are;yeF and Suhleet to the EmP
inihe 5atd these the[et0. no,ntefest whatso e
ant GorPorauon,as ulananso' ttha new EmP
,nCraaSed to E
Reprem rawal0 PlPlovel
t the m hating at
nantot w,thd ration whAe loVee enl w,me55eih foal lel
assets.and aGCUm etened DPmDeM1'
the�unds. ,n cons, Ion
da afoul dra aEthe EmR ins A9reem -
EmpldYer enertce4 uv isced rnD thatnn holds th
the pwnersh,4.co^trot new not the exp and the Rspec NOW 7HEREF0RE. to be P
vent the ,(•es b'1 rP.a5P ant in l0 me Trustee TruStea covenants er.,n irt,St the
da so,n the e -ssen - accept same, Ot A9reem rnes hereuntl
ee lual IQYet.1pl.the receive iler5tatatl-
Valueotthe EmptoY fees to nate toren ppntrac will RzY mo nere,na
in past emPloYment a� 5,gn an aPProD ont,nUing ent of gQCQUnts tot to omepfunds Wh,Cndm�s and LPnd,t,PnS
the E.npl°Ye0 me that ret¢ern -.an
ya,d sums d unP
Employers and IoYer alsoagreesw assuranst 0 1 inn from - 9 a
andP r oses a^l up0nt SfPilPws
mRloYar Hereto a ree
Goila n Uon so asi E uses arUes
wh+dI to pal
d the Employee releasee the P and Ic1 the P P{the Parties. 1 m
Oab,}'tY to PaY deterred Duties
the Employee o same. General mPWyer
The EmP
anon to d gRilClx t. counts ollP
ierEma
nd
obh9 General Duty pt the E
altar Te[mIPa0°from tial to the an
Gont+nuin9 Ince will,
t� s tt u
en5at,a^ at@res SBCUp^ 1 1 aymanis as unit w
IOY
faired GPmp IOYea 9eP e2r5,n the 66°dP P
in accord`
ant of De a ParbQiPat'n9 FmD regular P which are deterred 1 1oYrt�ent A9r-e n's s
irg such
pa T noted age wh,cn a[p oration. e
$action 9 Gompensahon dComPortT o ,
satlpmm�ilii cnflen tf of o
Emvk,YMent In the event des,9 y ,
1PYar poor tothe Retlremebt corporation,
pt peteae S,bjQ1 tie
nt
er mag d{fact theuelerred Co P CondNons or w+m at
iv t the Employ tthe Employee''
reement•t2 the tund5 and assets P
,Ip}nder A9 sum Payment- t hes of the Truste
The T nsteoe sn
e e
,n one jump- for am,to=_s due Generali pu
etherwStt ine utC m
a •
as a9eM1t,iodsUm?jpyee ,pie tarred SecnQo t2 uoder,wh,Ch tog
tneratta
tp
the
e5Dan9 -IdO=` nyithere 1l5halladm,n,sler�he Tiu
st Funds'corec
Adcaunt nil not her nil assets n c't 1nY ,veil nil ns Her
er slh repfa°e` tpnd5rece Risk F0 Y{hunts the
e rpm
EmDI°'/ ,red to ke Pa ds-unmh.�'Ila nsi
The 0nt pt frr-ds' [eqU theied
td l_o5s8s ,�,vEsk'' IoYer be Il oonstSute nil ma nllTastFun r
lure ... mP she 0 tnereot- a oyer 10m v
r• wStlnd deterr
,mrestment of tis Punt Her shall the E the tncbm- heli a1501rOthe Elnp et thi 5
result lrom sa,d mve5pnent5 Fe ojmll the TnlSlge s which me
GdmPe"$attab AGC n maY The Emp10Y" provided Trustee pY d5 E,nploYateS r 5
ten
tsoevar wNd ePS1b°n Ineny15e suaGe SSP,
MA RG pate re
r ¢etl or o as mems wdh
1055 was of De1erred Comp mbe, Vran4e cis I)oveTthelLtP aH Pf\h_
to mentS Dfpp1de
commute,encu t le
Ike(' to it n: yob
nabnitY ens' reuuirornent5 naq t e r.to
nsanon[•Y camp venue-Gude
15. Nonasslo entitled f° ed compe 1 and nontra„s-
snail not be Uelyn- nss,gnaba t the Internal Re F1'm SrlchTrusiRmas-
nOn thereo. '• m love54ment
his bienme htstpfecerva iransiet Gpmpensat+on sAureeoreM
oSe Qlh,sn0 nmentar t of lh, 5
IS
the n9ht thereto snail oe rc-ea,en- arra Pr OylsiPns d Duties of lh
e Trus e
t anf attempted 3 U Pr Is Ah
fpr he,ettn the event P urvj, herein con- 11 Powers burs e e r t
Tust Fu _ Toa
+Ilty em nl of th .t the Tnlab=e
ferable hove no fudher 4ab biptnmd 1 i til s
BB=,efp De I 0xi5i,n9e t1JtUr-
e AF3TIGL
n and ps ,itd Duties - and n.Irnas
Emplo9er:Hall r EmP1oY8e itect in: gDOtlis to gdcntmstrat o stm,'nt Powers et on to In"edt� Uust F ,tl'
uGPn,r.ora -
lo^,n Qthe n emDt0yeea IUWre , - e .-
t
PsrttGWa r mpolhV� anV S u -
manne lel to teca,VeP Y ant,n. e"tion ? , Pry rn'r F ndrt nil w eo a oma n ,
16 mall n anY ID'fe0 as a partK,D- reyt5 oY the Ist, 'sh;pl b,v r til tl Tr nn Pil .. ,i tt�o Is to
t
w{Heil the Emp P7 Inte r Sn t
lye be entitled.ori his and
M19hts Cr intCrF St GI floor"loo P,1111 . u . <
,
�fCIC,p• to, c and �PUI 'Ind
isbn bcn� 1n tV9�i pt°'nn hlOtrP.- ry h f_ s t0 i�I
nn+ that the r,n r nevet
Worn. d mton' '>.
wh,Cn ne tHOU toe,n9 Under SLOPtsO i P• Ue,n All t 'Ingested roar n'' t rrkld nn. r 7 ,n
Penson Plan employee Ganef cbv ely Shall voNthp, rv;nt at IOV ben„ +noes N - .i. t¢,
sra, •m r' vM1n
8210110" 1'tn- reSU =.Hall nave andt'
Emplorany or all Stan D the En,pto"'o r Pursuant f°tiny n non -r t
-toil {nil tl'd �1 tin rn.
mP.nrud nehr erV Under o Or t<r4rtq i _
Ice { '.1
{ ,
.�.iP itle,t°Fecome r` ins �., It",) ,t -
n, ntu
i
nere: -for n, 1,nn t piv,
to
_.��,-151 _
t,y , Irl 11 .1 1 b >tm*-nt
lens pt tiff - ,nl din tt eF n vY
P r ^ rn nr} n, n' rI dam d, ,
1n r,ti Omr nt •1 e -,_ }anon
ree
J :na'v E,'asc d f tti
n
l7 � ,tmm Al d n i•es " .,
+'4 I
qv 2te ,J V.tt Gn. ,n.dlD ✓Sint p,tial n
We
� ,tV ,ws tgK',f cn n0,tr lnrlud._ p�{P'" [
J \. 1 4
V 0 r t ti thtl
l t
tTetunn '.nJine erns dt rtl t - e
st Fu as � m nt
�iL „�,lho L•is �taCl yn _
r
, d
m Pt r-� t RP
n _ t ^ n cii nn' v
,111 wn
im.nts t ' rSmclt
11 ° .rai � �7 uv^ jvert�i0 ' rt ° re
a
act -mnni ort n m{ 1 a„d
Ind -t^ . .uv ID.•r hall not be ed nY ire pine6,il,n ' rs Il,�MVI-_13,Lm n� ]Iscreti�n st'-
Ine ai, e"re Y°1•' s n.ao- rt ,mf er. 3UthPni Uncli. �i1 s,r[, ,i s - °1 v S On<rlm,e st
a'nrnt o t- ,
fcr,Yv'G ,�``a:•s.orl n s elrJ, <re ,
^Ynf ne do,na,-r 2nas l,
Unless lr'S ?�`er•r.., �
AGreenrnnt
rte_
�1"
bythis Section maybe delegated by the Trustpetoann
yban,insuranceor are to guide and control the Trustee's power.
trust company,Or,
r,inymvestmenlaO lsor,managlecrngent selectcdbyn Section 24. Valuation of Trust Funds- Al least once a year as of
Valuation Dates designated by the Trustee,the Trustee shall determine
Section 22 admimstrahve Powers df the Trustee Tha Tnisteeshau the value of the Trust Funtls.Assets of the Trust Funds shall be valued at
have fine power in is discretion their market values at the close ofbusmess on the Valuation0ate,or,,nide
to) 'yopurOhdse.orsabscnbetcC any seeunlies Or other property absence of readily ascertainable market values as the Trustee shall
and to retain The same m trust determine, in accordance with methods consistently followed antl onl-
(til TJ Sell,c'xCnangB-Convey,Vansferor OlhpM'190 dI50o5e Of any
local applied.
sec,wrds nr ower Croperty nen by it by private contract, or it ARTICLE III. For Protection of Trustee.
puphc Auction No person dealrlq win the rrustee shall be bound Section 9 1. Evidence of Action by Employer The Trustee may rely
tosee ane ,ppio-won of 2he plrcr^.se money Or to inquire into the upon any contests.notice or drtection purporting to have been signedon
vauciry, erpeuiencyor propriety of any such sale or other behalf of the Employer which the Trustee believes to have been signedbya
disposition duly designated official of the EmtaOyer. No communication std II Ve
Irl f0 vote upon any StOCKS, bonus,or other securities, to give binding upon any of the Trust Funds or Truster,until lhev are recewed by
general or speaai proxies or powers of attorney with or without the Trustee-
power of subslaullon', to exercise any conversion privileges. Section 3.2 Advice of Counsel. The Trustee may consult with any
suoscriotron ngnts. or crop, editions, and to make any payments legal counsel with respect to the construction of this Agreement,is dupes
incidental thereto. to oppose, or to consent lo, or otherwise hereunder,or any act,wnich it proposes to take or omit;antl shall no!be
participate in, corporate reorganizations or other changes ef- liable for any action taken or omittedingoodhurlpursuanttosuchadvice
-
fecLnq corporate securities and to delegate discretionary powers,
and to bay any assessments or charges in connection therewith: Section 3 3. Miscellaneous. The Trustee shall use ordinary care and
and generally to exercise any of the powers of an Owner with reaonabledhgence-but shall hot be liable for any mistake of judgment or
ee shalt hot
respect to stocks,bonds.securities or ether property held as part other sustained by the Trostt Furies by ion taken in oolarth The
rreasontof an),investment made in g000d
of the Trust Fundsfaithand In accordance with the provisions of this Agreement.
(d) To cause any securities or other property held as part Of the
Trust Funds to be registered in its own name. and to hold any The Trustee's duties and Obligations shall be limited to Inose expressly
investments rn bearer form. but the books and records of the imposed upon it by this Agreement,notwithstanding any reference of the
T,uslees!i at alltril show thatall such investments are a part of Plan.
To Trust Funds. ARTICLE IV. Taxes,Expenses and Compensation of Trystee.
lel To borrow or raise money for the purpose Of the Trust in such Section 4.1. Taxes. The Trustee shall deduct from and charge against
amount,and upon such terms and conditions,as the Trustee shall the Trust Funds any taxes on the Trust Funds Or the Income thereof or
deem advisable; and, tar any sum so borrowed. to issue its which the Trustee is required to pay with respect to the interest of any
promissory nota as Trustee,and to secure the repayment thereof person thereto
by pledqng all,or any Pont,of fine Trust Funds.No person lending i„ _as ; ""Inse.ul:all,;,=,duct L.,.n r,il chcfce
i-.ray.o
the "s.� s5 :r; ..d _!tie -.,, i - ::n•aThr. ? _ �* ..
I •int or to uiqu re urtd is va my,expeaienoy ui proVnety of
rrusr runcwu.i reaso,-bla pxUpnses neurree py the nustaam
the administration of the Trust Funds,including counsel.agency and other
any such borrowing necessary fees.
Ih To keep sucn portron of the Trust Funds in cash or cash
unts, The Trustee shall keep ?i
balances as Ine Trustee,from nine to time,may deem to be In the cu��elCLE V.and detailed
accoent of unts of all investments receipts.disbursements,
best Interest of the Trust created hereby, without reality tOr and other transactions hereunder.
interest thereon
to) in time as it may deem advisable any Within ninety(9())days to
the Fmpleof each fiscalyear.
Of
Trustee
securities or other property received or acquired by h is Trustee shall render in duplicate to the Employer an account of its acts and
hereunder.whether Or not such securities or other property would transactions as Trustee hereunder.It any part or the Trust Fund shall be
normally be purchased as investments hereunder Invested tnrougn me medium of ony common,collective or commingled
Trust Funds,the last annual report of such Trust Funds shall be submitted
Ili To make, execute, acknowledge, and deliver any and all with and incorporated In the account
documents Of a;elster and conveyance and any and all other
nsirumenls lhm,nay be necessary or appropriate to carry out the Icounttf within eEmplg0)devsnot it dwith tree Tr shre note orany amended
account the ErnploYer has not filed unth me Trustee nonce of any oblecnon
powers herein grantedtoony act or IransacUon of the Trustee.the account or amended adcoun
if To settle, compromise. or submit to arbitration any claims. shall become nn account stated If any objection has been filed,and it the
dents, or rlapri due o, owing to or from the Trust Funds; to Employer Is satisfied that it should be wntdrnwn Or it the account is
commence of defend rgSsr!equ[oradminlstratrve proceedings; ndAi51PA 20line Emp OYFf'SS.tltSfnO(.n.fine Ealp pyar shall l nwnbngh!ed
,rid b ,•,dreamt fine Ti-6t Funds in all suits and legal and with lino Tnist.?e 9tlNly approval of the aGcorint rind it shall become an
odrnini5irntive prcccadin,s jcJounl ,faled-
ill T9,jn all sur.h aCtStake all Such orornoding5.and exelclro all Whnn an.ICcount becomes an nccpunt stated. such .Ccoobl shrill he
rich n;02a .Intl mdege5. dilhoogh not specihcnlly mentioned finally settled Ind the rrustee shill be cont Uldtely discharged and
porton, :sineTm,,ee maydeetn nacessery to.ldmniffier the Trust felea$nd..lS it such nCCoudt h.id been Sett ed•nA allowed bydlUd]went Of
Fun US and t0 G'�rry nut the our{105Ce of this Trust (iVGreO 01'.1 Court Of ContPetent IunSdiC burl in an.lgtlOb or prOC c'pding In
>eenon?3 D•sinhutions IrOm the Trust Finds-The Bnmovpr hereby
which the Trustee antl e"� E1100rer wore parties
appointsi-,,innD e,i,lls st,ot for pur,ioses Or`�e&ring the method by The Trustee shall have the tight to -10ply at any hire to a court of
.unit h d:11rin titins h('m the Trust Fonds sae to hen ni.ide, .l5 loll es tOr Competent jurisdiction for the judicial settlement of its account
purcaIs c r i'inu sucn distribule,'s In this iega,d the terms and ARTICLE VI. Resignation and Removal of Trustee.
cOndrirrs ,e ' rth in in, Agreements t0 be exeCUied betyyeen the
Emp="."r.ino.'s Ere D'i J4ees Md Any sid5equanl moOJiCallonS inafBOf- S2C4pn 6 1 RB&gnahon 01 Trustee The Trustee may resign at any
5
time by filing with the Employer its written resignation Such resignation created butmay determinated orrevokedat anyhmebythe Employeras it
shall take effect sixty l60) days from the date of such filing and upon relates to any and/or all related participating Employees-Written notice of
appointment of a successor pursuant to Section 6-3..whichever shall first such termination or revocation shall be given to the Trustee by the
occur. Employer. Upon termination or revocation of this Trust, all of the assets
Seduce 62 Removal of Trustee- The Employer may remove the thereof shall return to and revert to the Employer.Termination of this Trust
Trustee at any t.me by delivering to the Trustee a written notice of its shall not, however, relieve the Employer of the Employer's continuing
removal and an appporntment of a successor pursuant to Section 6.3. obligation to pay deferred compensation upon the applicable distribution
Such removal shall not take effect pnor to sixty, (60) days from such - date to any and/or each Employee with whom the Employer has entered
delivery unless the Trustee agrees to an earlier effective date. into a Deferred Compensation Employment Agreement_
Se000n 63. Appointment of Successor Trustee. The apomtment of a Section 7.2.Amendment, The Employer shall have the right to amend
successor to the Trustee shall take erfect upon the delivery to the Trustee this Agreement in whole and In part but only with the Trustee's written
of fat an instrument in,mi q executed by the Employer appointing such consent.Any such amendment shall become effective upon la)delivery to
successor,and exonerating slice successor from liability for the acts and the Trustee of a written instrument of amendment,and(b)the endorsement
omissions of its predecessor,and Ib)an acceptance In writing,executed by the Trustee on such instrument of its consent thereto-
r ARTICLE VIII. iliscenaneous.
All of the provisions set forth herein with respect to the Trustee shall Section6.1.Laws of the State at Delaware to Govern_ This Agreement
relate to each successor with the same force and effect as if such and the Trust hereby created shall be construed and regulated by the laws
successor had been originally named as Trustee hereunder. of the State of Delaware.
If a successor is not appointed within sixty(60)days after the Trustee Section 8.2.Successor Employers. The term'Employershall include
Dines notice of its resignation pursuant to Section 6.2 ,the Trustee may any person who succeeds the Employer and who adopts the Deterred
apply to any Court of competent jurisdiction for appointment of a Compensation Plan of the Retirement Corporation and becomes a parry to
successor. this Agreement with the consent of the Trustee.
Section 6.4.Transfer of Funds to Successor. Upon the resignation or Section 8.3. Withdrawals. The Employer may, at any time, and from
removal of the Trustee and appointment of a successor,and after the final time to time,withdraw a portion or all of the Trust Funds created by this
account of the Trustee has been properly settled, the Trustee shall Agreement and related Deferred Compensation Employment
transfer and deliver any of the Trust Funds involved to such successor. Agreements.
Section 8.4.Definitions. Definitions in the By-Laws of terms,phrases.
ARTICLE VII. Duration and Revocation of Trust Agreement. etc., used herein apply to the same herein. The masculine includes the
Section 7.1. Duration and Revocation. This Trust shall continue for feminine and the singular includes the plural unless the context requires
such time as may be necessary to accomplish the purpose forwhich itwas another meaning.
6