Flexible 401(k) Plan



 
EXHIBIT 10-Q

 

	 Flexible 401(k) Plan

	 Nonstandardized Safe Harbor Adoption Agreement


	 EMPLOYER INFORMATION


	 Name of Adopting Employer
	  	 Priority Healthcare Corporation


	 Address
	  	 250 Technology Park, Suite 124


	 City
	  	 Lake Mary                

	  	 State
	  	 FL

	  	 Zip
	  	 32746


	 Telephone
	  	 407-804-6700                

	  	 Adopting Employer’s Federal Tax Identification Number
	  	 35-1927379        


	 Name of Plan
	  	 Priority Healthcare Corporation 401(k) Profit Sharing Plan


	 Plan Sequence Number
	  	 001            

	  	 Adopting Employer’s Fiscal Year End (specify month and
day)
	  	 12/31            

	  	 Account Number
	  	

	 Type of Business (select one):
  

	  ̈  Sole Proprietorship              ̈  Partnership             þ  Corporation             ̈  S Corporation              ̈  Other (specify)
                                        
                        



	  

 SECTION ONE: EFFECTIVE DATES

	 Complete Part A or B


	 Part A.
	  	 Effective Date

	 	  	 This is the initial adoption of a profit sharing plan by the Employer.

	 	  	 The Effective Date of this Plan is
                                       
 .

	 	  	 NOTE:  The Effective Date is usually the first day of the Plan Year in which this Adoption
Agreement is signed.

	  
 Part B.
	  	 Restatement Date

	 	  	 This is an amendment and restatement of an existing qualified plan (a Prior Plan).

	 	  	 The Prior Plan was initially effective on
01/01/1999                .

	 	  	 The Effective Date of this restatement is
12/01/2002                .

	 	  	 NOTE:  The Effective Date is usually the first day of the Plan Year in which this Adoption
Agreement is signed.

	  

 SECTION TWO: ELIGIBILITY

	 Complete Parts A and B


	 Part A.
	  	 Age and Years of Eligibility Service Requirement
  

	 	  	 1.    Employer Profit Sharing Contributions
  

	 	  	        Age Requirement. An Employee will be eligible to become a Participant in
the Plan for purposes of receiving an allocation of any Employer
        Profit Sharing Contribution made
pursuant to Section Three of the Adoption Agreement after attaining age     18     (no more than 21).
  

	 	  	        Years of Eligibility Service Requirement. An Employee will be eligible to
become a Participant in the Plan for purposes of receiving an
        allocation of any Employer Profit Sharing
Contribution made pursuant to Section Three of the Adoption Agreement after completing     1    
        (enter 0, 1, 2 or any fraction less than 2) Years of Eligibility Service.

	 	  	  
 2.    Elective
Deferrals
  

	 	  	        Age Requirement. An Employee will be eligible to become a Contributing
Participant (and thus be eligible to make Elective Deferrals) after
        attaining age
    18     (no more than 21).

	 	  	  
       
Years of Eligibility Service Requirement. An Employee will be eligible to become a Contributing Participant in the Plan (and thus be
        eligible to make Elective Deferrals) after completing     0.25     (enter 0,1 or any fraction less than 1) Years of Eligibility
Service.

	 	  	  
 3.    Matching
Contributions

	 	  	  
       
Age Requirement. If Matching Contributions (or Qualified Matching Contributions, if applicable) will be made to the Plan, a Contributing
        Participant will be eligible to receive Matching Contributions (or Qualified Matching Contributions, if applicable) after attaining age     18    

        (no more than 21).

	 	  	  
       
Years of Eligibility Service Requirement. If Matching Contributions (or Qualified Matching Contributions, if applicable) will be made to
        the Plan, a Contributing Participant will be eligible to receive Matching Contributions (or Qualified Matching Contributions, if applicable)
        after completing     0.25     (enter 0, 1, 2 or any fraction less
than 2) Years of Eligibility Service.

	 	  	  
       
NOTE: If any of the age requirements in this Section Two, Part A, are left blank, it shall be deemed there is no age requirement for such
        item. If more than one Year of Eligibility Service is selected for item 1 or item 3, the immediate 100 percent vesting schedule of Section
        Four of the Adoption Agreement will automatically apply for contributions described in such item. If any Year of
Eligibility Service
        requirement is left blank, the Years of Eligibility Service required for
such item shall be deemed to be 0. If a fraction is selected, an
        Employee will not be
required to complete any specified number of Hours of Service to receive credit for a fractional year.
  

	 Part B.
  
	  	 Universal Eligibility Criteria

	 	  	 1.    Employees Employed As of Effective Date

	 	  	  
       
Will an Employee employed as of the Effective Date of this Plan who has not otherwise met the requirements of Part A above be considered
        to have met those requirements as of the Effective Date (select one)?
  

	 	  	        Option 1:     ̈    Yes.

	 	  	        Option 2:    þ    No.

	 	  	  
       
NOTE: If no option is selected, Option 2 shall be deemed to be selected.


 








Page 2 of 15 
 

 

	 	  	 2.
	  	 Exclusion of Certain Classes of Employees

	 	  	 	  	 An Employee will be eligible to become Participant in the Plan unless such Employee is (select any that
apply):

	 	  	 	  	 a.    þ    Included in a unit of Employees
covered by a collective bargaining agreement between the Employer and Employee representatives, if
               retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant to that

              agreement are professionals as defined in Section 1.410(b)-9 of the
Income Tax Regulations. For this purpose, the term “employee
               representatives” does not include any organization more than half of whose members are Employees who are owners, officers, or executives
of
               the Employer.

	 	  	 	  	 b.     ̈    A nonresident alien (within the meaning of Section 7701(b)(1)(B) of the Code) who received no earned income (within the meaning of Section
               911(d)(2) of the Code) from the Employer which constitutes income from
sources within the United States (within the meaning of Section
               861(a)(3) of the Code).

	 	  	 	  	 c.     ̈    Employees who became Employees as the result of a transaction under Section 410(b)(6)(C) of the Code. Such Employees will be excluded
               during the period beginning on the date of the transaction and ending
on the last day of the first Plan Year beginning after the date of the
               transaction. A transaction under Section 410(b)(6)(C) of the Code is an asset or stock acquisition, merger, or similar transaction involving
a
               change in the employer of the employees of a trade or
business.

	 	  	 	  	 d.     ̈    A Leased Employee.

	 	  	 	  	 e.     ̈    A Highly Compensated Employee.

	 	  	 	  	 f.      ̈    Incorrectly determined to be other than an Employee of the Employer (i.e., an independent contractor).

	 	  	 	  	 g.     ̈    Other
(define)                                     
                                        
                                        
                                        
                    .
  

	 	  	 3.
	  	 Hours Required For Eligibility Purposes

	 	  	 	  	 a.    1000 Hours of Service (no more than 1,000) shall be required to constitute a
Year of Eligibility Service

	 	  	 	  	 b.    500  Hours of Service (no more than 500
but less than the number specified in item 3(a), above) must be exceeded to avoid a Break in Eligibility Service

	 	  	 	  	 c.    For purposes of determining Years of Eligibility Service,
an Employee shall be given credit for Hours of Service with the following
        predecessor employer(s) (complete if applicable). Bindley Western Industries, Inc. & Subsidiaries, but only for service as of Effective date of
plan        

	 	  	 	  	

	 	  	 4.
	  	 Entry Dates

	 	  	 	  	 The Entry Dates for participation shall be (select one):

	 	  	 	  	 Option 1:     ̈    The first day of the Plan Year and the first day of the seventh month of the Plan Year.

	 	  	 	  	 Option 2:    þ    Other
(specify) the first day of each calendar quarter (1/1, 4/1, 7/1, 10/1)
                                        
                                        
     .

	 	  	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected. Option 2 can be selected only if
the eligibility requirements and Entry Dates are coordinated such that each Employee will become a Participant in the Plan no later than the earlier of (1) the first day of the Plan Year beginning after the date the Employee satisfies the age and
service requirements of Section 410(a) of the Code; or (2) six months after the date the Employee satisfies such requirements

	                                      
                                        
                                        
                                        
                                        
                                        
                    
  
 SECTION THREE: CONTRIBUTIONS
 Complete Parts A through H

	                                      
                                        
                                        
                                        
                                        
                                        
                    
  

	 Part A.
	  	 Employer Profit Sharing Contributions

	 	  	 1.
	  	 Contribution Formula (select one)

	 	  	 	  	 Option 1:    þ    Discretionary Formula. For each Plan Year the Employer will contribute an amount to be determined from year to year.

	 	  	 	  	 Option 2:     ̈    Fixed Formula.              percent of the Compensation of all Qualifying Participants under the Plan for the
Plan Year.

	 	  	 	  	 Option 3:     ̈    Fixed Percent of Profits Formula. percent of the Employer’s profits that are in excess of
$                            .

	 	  	 	  	 Option 4:     ̈    Frozen Plan. This Plan is frozen
                         effective and the Employer will not make additional contributions to the Plan after such
date.

	 	  	 	  	 Option 5:     ̈    Government Contract Formula. For each Hour of Service of covered employment under a government contract, the Employer shall contribute an amount as described in Section
3.01(B)(3) of the Plan.

	 	  	 	  	 Option 6:     ̈    Not Applicable. The Employer will not make Employer Profit Sharing Contributions to this Plan.

	 	  	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected. If Option 5 is selected, the
government contract allocation formula must be selected in item 2 below.
  

	 	  	 2.
	  	 Allocation Formula (select one):

	 	  	 	  	 Option 1:    þ    Pro Rata Formula. Employer Profit Sharing Contributions shall be allocated to the Individual Accounts of Qualifying Participants in the ratio that each Qualifying Participant’s Compensation
for the Plan Year bears to the total Compensation of all Qualifying Participants for the Plan Year.

	 	  	 	  	 Option 2:     ̈    Flat Dollar Formula. Employer Profit Sharing Contributions allocated to the Individual Accounts of Qualifying Participants for each Plan Year
shall be the same dollar amount for each Qualifying Participant.

	 	  	 	  	 Option 3:     ̈    Integrated Formula. Employer Profit Sharing Contributions shall be allocated pursuant to the integrated allocation formula in Section
3.01(B)(2) of the Plan.

	 	  	 	  	 The integration level shall be (select one):

	 	  	 	  	 Suboption (a):     ̈    The Taxable Wage Base.

	 	  	 	  	 Suboption (b):     ̈    $_______________ (a dollar amount less than the Taxable Wage Base).

	 	  	 	  	 Suboption (c):     ̈    ___________ percent (not more than 100 percent) of the Taxable Wage Base.

	 	  	 	  	 NOTE: If no suboption is selected, Suboption (a) shall be deemed to be
selected.

	 	  	 	  	 Option 4:     ̈    Government Contract Formula. Employer Profit Sharing Contributions shall be allocated pursuant to the government contract contribution formula
selected in Part A, item 1 above.

	 	  	 	  	 









Page 3 of 15 
 

 

	
	 	 	 NOTE: If no option is selected, Option 1 shall be deemed to be selected. Notwithstanding the
foregoing, if no option is selected and the government contract contribution formula is selected in item 1 above, Option 4 will be deemed to be selected. Option 4 cannot be selected unless the government contract contribution formula in item 1 above
applies.

	
	 	 	 3.
	 	 Qualifying Participants

	
	 	 	 	 	 A Participant will be a Qualifying Participant and thus entitled to share in the Employer Profit Sharing
Contribution for any Plan Year only if the Participant is a Participant who satisfies all of the eligibility requirements in Section Two of the Adoption Agreement regarding Employer Profit Sharing Contributions on at least one day of such Plan Year
and satisfies the following additional conditions (select one or more):

	
	 	 	 	 	 Option 1:     ̈
	 	 No Additional Conditions.

	
	 	 	 	 	 Option 2:    þ
	 	 Hours of Service Requirement. The Participant completes at least 1000 (not more than 1000) Hours of
Service during the Plan Year. However, this condition will be waived for the following reason(s) (select at least one):

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Death.

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Termination of Employment after having incurred a Disability.

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Termination of Employment after having reached Normal Retirement Age.

	
	 	 	 	 	 	 	  ̈
	 	 The Participant is employed on the last day of the Plan Year.

	
	 	 	 	 	 	 	  ̈
	 	 This condition will not be waived.

	
	 	 	 	 	 Option 3:    þ
	 	 Last Day Requirement. The Participant is an Employee of the Employer on the last day of the Plan Year.
However, this condition will be waived for the following reason(s) (select at least one):

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Death.

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Termination of Employment after having incurred a
Disability.

	
	 	 	 	 	 	 	 þ
	 	 The Participant’s Termination of Employment after having reached Normal Retirement Age.

	
	 	 	 	 	 	 	  ̈      
	 	 The Participant’s Termination of Employment after having completed at least _____ Hours of Service during the Plan
Year.

	
	 	 	 	 	 	 	  ̈
	 	 This condition will not be waived.

	
	 	 	 	 	 NOTE:  If no option is selected, Option 1 shall be
deemed to be selected.

	
	 	 	 4.
	 	 Contributions To Disabled Participants

	
	 	 	 	 	 Will a Participant who has incurred a Disability be entitled to an Employer Profit Sharing Contribution
pursuant to Section 3.01(B)(1) of the Plan (select one)?

	
	 	 	 	 	 Option 1:
	 	  ̈
	 	 Yes.

	
	 	 	 	 	 Option 2:
	 	 þ
	 	 No.

	
	 	 	 	 	 NOTE:  If no option is selected, Option 2 shall be deemed to be
selected.

	
	 	 	 5.
	 	 One-Time Irrevocable Elections

	
	 	 	 	 	 May an Employee make a one-time irrevocable election, as described in Section 3.02 of the Plan, upon first
becoming eligible to participate in the Plan to have the Employer make Employer Profit Sharing Contributions to the Plan on such Employee’s behalf (select one)?

	
	 	 	 	 	 Option 1:
	 	  ̈
	 	 Yes.

	
	 	 	 	 	 Option 2:
	 	 þ
	 	 No.

	
	 	 	 	 	 NOTE:  If no option is selected, Option 2 shall be
deemed to be selected.

	
	 Part B.
	 	 Elective Deferrals

	
	 	 	 1.
	 	 Authorization of Elective Deferrals

	
	 	 	 	 	 Will Elective Deferrals be permitted under this Plan (select one)?

	
	 	 	 	 	 Option 1:
	 	 þ
	 	 Yes.

	
	 	 	 	 	 Option 2:
	 	  ̈
	 	 No.

	
	 	 	 	 	 NOTE:  If no option is selected, Option 1 shall be deemed to be selected. Complete the
remainder of Section Three only if Option 1 is selected. Elective Deferrals may commence on
                                        
                                        
    

	
	 	 	 	 	 NOTE:  This date may be no earlier than the date this Adoption Agreement is signed
because Elective Deferrals cannot be made retroactively.

	
	 	 	 2.
	 	 Limits on Elective Deferrals

	
	 	 	 	 	 If Elective Deferrals are permitted under the Plan, a Contributing Participant may elect under a salary
reduction agreement to have his or her Compensation reduced by an amount as described below (select one):

	
	 	 	 	 	 Option 1:
	 	 þ
	 	 An amount equal to a percentage of the Contributing Participant’s Compensation from 1 percent to 80 percent in
increments of _______ percent.

	
	 	 	 	 	 Option 2:
	 	  ̈
	 	 An amount of the Contributing Participant’s Compensation not less than $______________ and not more than
$______________.

	
	 	 	 	 	 The amount of such reduction shall be contributed to the Plan by the Employer on behalf of the Contributing
Participant. For any taxable year, a Contributing Participant’s Elective Deferrals shall not exceed the limit contained in Section 402(g) of the Code in effect at the beginning of such taxable year.

	
	 	 	 	 	 NOTE:  Unless specified otherwise in this Adoption Agreement, bonuses shall be included
in Compensation and will, therefore, be subject to a Participant’s salary reduction agreement.

	
	 	 	 3.
	 	 Separate Deferral Election for Bonuses

	
	 	 	 	 	 Instead of or in addition to making Elective Deferrals through payroll deduction, may a Contributing
Participant be permitted to make a separate deferral election to contribute to the Plan, as an Elective Deferral, part or all of a bonus rather than receive such bonus in cash (select one)?

	
	 	 	 	 	 Option 1:
	 	  ̈
	 	 Yes.

	
	 	 	 	 	 Option 2:
	 	 þ
	 	 No.

	
	 	 	 	 	 NOTE:  If no option is selected, Option 2 shall be deemed to be selected. A separate
deferral election made with respect to a bonus shall not be subject to the limits described under the portion of this Adoption Agreement titled “Limits on Elective Deferrals” unless such limits are prescribed by the Code or related
regulations.










Page 4 of 15 
 

 

	 	  	 4.
	 	 Claiming Excess Elective Deferrals

	 	  	 	 	 A Participant who claims Excess Elective Deferrals for the preceding calendar year must submit his or her
claim in writing to the Plan Administrator by (select one):

	 	  	 	 	 Option 1:    þ    March
1.
	  	 
	 	  	 	 	 Option 2:     ̈    Other (specify a date not later than April 15)
                                        
                                        
                                       
 .
	  	 .

	 	  	 	 	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 	  	 5.
	 	 Automatic Elective Deferrals
	  	 
	 	  	 	 	 a.    Authorization of Automatic Elective Deferrals
	  	 
	 	  	 	 	        If an Employee who has met the eligibility requirements set forth in
Section Two, Part B of the Adoption Agreement fails to provide the Employer
        a salary reduction
agreement, will a portion of such eligible Employee’s Compensation be automatically withheld and contributed to the Plan as an
        Elective Deferral (select one)?

	 	  	 	 	        Option 1:     ̈    Yes.
	  	 
	 	  	 	 	        Option 2:    þ    No.
	  	 
	 	  	 	 	        NOTE: If no option is selected, Option 2 shall be deemed to
be selected. Complete the remainder of this Part B, item 5 only if Option 1 is selected.
  

	 	  	 	 	 b.    Amount of Automatic Elective Deferrals
	  	 
	 	  	 	 	        The following percentage or amount of each eligible Employee’s
Compensation will be automatically withheld and contributed to the Plan as an
        Elective Deferral
(select and complete one):

	 	  	 	 	        Option 1:     ̈    ______ Percent.
	  	 
	 	  	 	 	        Option 2:     ̈    $____________.
	  	 
	 	  	 	 	        NOTE: If no option is selected, Option 1 shall be deemed
selected and three percent of Compensation shall be deemed to be entered.
  

	 Part C.
	  	 Matching Contributions

	 	  	 1.
	 	 Authorization of Matching Contributions

	 	  	 	 	 Will the Employer make Matching Contributions to the Plan on behalf of a Qualifying Contributing
Participant (select one)?

	 	  	 	 	 Option 1:    þ    Yes, but only with
respect to a Contributing Participant’s Elective Deferrals.
	  	 
	 	  	 	 	 Option 2:     ̈    Yes, but only with respect to a Participant’s Nondeductible Employee Contributions.
	  	 
	 	  	 	 	 Option 3:     ̈    Yes, with respect to both Elective Deferrals and Nondeductible Employee Contributions.
	  	 
	 	  	 	 	 Option 4:     ̈    No.
	  	 
	 	  	 	 	 NOTE: If no option is selected, Option 4 shall be deemed to be selected. Complete the remainder
of this Part C only if Option 1, 2 or 3 is selected.
  

	 	  	 2.
	 	 Matching Contribution Formula
	  	 
	 	  	 	 	 If the Employer will make Matching Contributions, then the amount of such Matching Contributions made on
behalf of a Qualifying Contributing

	 	  	 	 	 Participant each Plan Year shall be (select one):

	 	  	 	 	 Option 1:     ̈    An amount equal to              percent of such Contributing
Participant’s Elective Deferral (and/or Nondeductible Employee Contribution,
                             if applicable) which does not exceed
             percent of the Contributing Participant’s Compensation.

	 	  	 	 	 Option 2:     ̈    An amount equal to the sum of percent of the portion of such Contributing Participant’s Elective Deferral (and/or
                             Nondeductible Employee Contribution, if applicable) which does
not exceed              percent of the Contributing Participant’s
                             Compensation plus
             percent of the portion of such Contributing Participant’s Elective Deferral (and/or Nondeductible Employee
                             Contribution, if applicable) which exceeds _______ percent but
does not exceed _______ percent of the Contributing Participant’s
                             Compensation.

	 	  	 	 	 Option 3:    þ    Such
amount, if any, equal to that percentage of each Contributing Participant’s Elective Deferral (and/or Nondeductible Employee
                             Contribution, if applicable) which the Employer, in its sole
discretion, determines from year to year.

	 	  	 	 	 Option 4:     ̈    Other formula (Specify an amount equal to a percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution,
if
                             applicable) of each Contributing Participant entitled thereto.)
                                        
                                        
                       .

	 	  	 	 	 NOTE: If Option 4 is selected, the formula specified can only allow Matching
Contributions to be made with respect to a Contributing Participant’s Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable). The proper amount of Matching Contributions may be determined either periodically throughout
the Plan Year (e.g., each payroll period) or at the end of each Plan Year as long as the proper amount is determined in a uniform and nondiscriminatory manner.
  

	 	  	 3.
	 	 Plan Year Limit on Matching Contributions

	 	  	 	 	 Notwithstanding the Matching Contribution formula specified above, no Matching Contribution in excess of
$_________________ or _______ percent of a Contributing Participant’s Compensation will be made with respect to any Contributing Participant for any Plan Year.
  

	 	  	 4.
	 	 Qualifying Contributing Participants

	 	  	 	 	 A Contributing Participant who satisfies the eligibility requirements described in Section Two of the
Adoption Agreement regarding Elective Deferrals and Matching Contributions will be a Qualifying Contributing Participant and thus entitled to share in Matching Contributions for any Plan Year only if the Participant is a Contributing Participant and
satisfies the following additional conditions (select one or more):

	 	  	 	 	 Option 1:     ̈    No Additional Conditions.
	  	 
	 	  	 	 	 Option 2:    þ    Hours
of Service Requirement. The Contributing Participant completes at least     1000     Hours of Service during the Plan Year.

	 	  	 	 	                             However, this condition will be waived for the following reason(s)
(select at least one):
	  	 
	 	  	 	 	                             þ    The
Contributing Participant’s Death.
	  	 
	 	  	 	 	                             þ    The
Contributing Participant’s Termination of Employment after having incurred a Disability.
	  	 
	 	  	 	 	                             þ    The
Contributing Participant’s Termination of Employment after having reached Normal Retirement Age.
	  	 
	 	  	 	 	                              ̈    The Contributing Participant is employed on the last day of the Plan Year.
	  	 
	 	  	 	 	                              ̈    This condition will not be waived.
	  	 

 








Page 5 of 15 
 

 

	 	  	 	  	 Option 3:    þ    Last Day Requirement. The Participant is an Employee of the Employer on the last day of the Plan Year. However, this condition will be waived for the following reason(s) (select at least
one):

	 	  	 	  	 þ    The Contributing Participant’s
Death.

	 	  	 	  	 þ    The Contributing Participant’s
Termination of Employment after having incurred a Disability.

	 	  	 	  	 þ    The Contributing Participant’s
Termination of Employment after having reached Normal Retirement Age.

	 	  	 	  	  ̈    The Contributing Participant’s Termination of Employment after having completed at least _______ Hours of Service during the
         Plan Year.

	 	  	 	  	  ̈    This condition will not be waived.

	 	  	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.

	
	 Part D.
	  	 Qualified Nonelective Contributions

	 	  	 1.
	  	 Qualified Nonelective Contribution Formula

	 	  	 	  	 For each Plan Year, the Employer may contribute an amount to be determined from year to year.

	 	  	 2.
	  	 Allocation of Qualified Nonelective Contributions

	 	  	 	  	 Allocation of Qualified Nonelective Contributions to Participants entitled thereto shall be made (select
one):

	 	  	 	  	 Option 1:    þ    In the ratio which each non-Highly Compensated Employee Participant’s Compensation for the applicable Plan Year bears to the total Compensation of all non-Highly Compensated Employee
Participants for such Plan Year.

	 	  	 	  	 Option 2:     ̈    In the ratio which each Participant’s Compensation for the applicable Plan Year bears to the total Compensation of all Participants for
such Plan Year.

	 	  	 	  	 Option 3:     ̈    In the ratio which each non-Highly Compensated Employee Participant’s Compensation not in excess of $_____________ for the applicable
Plan Year bears to the total Compensation of all non-Highly Compensated Employee Participants not in excess of $_____________ for such Plan Year.

	 	  	 	  	 Option 4:     ̈    In an amount, determined pursuant to Section 3.09 of the Plan, required to satisfy either the Actual Deferral Percentage test described in
Section 3.13 of the Plan, the Actual Contribution Percentage test described in Section 3.14 of the Plan, or both.

	 	  	 	  	 Option 5:     ̈    In an amount, determined pursuant to Section 3.09 of the Plan, required to satisfy either the Actual Deferral Percentage test described in
Notwithstanding Section 3.13 of the Plan, the Actual Contribution Percentage test described in Section 3.14 of the Plan, or both. anything in the Plan to the contrary, allocations will be made only to those non-Highly Compensated Employees who are
employed on the last day of the applicable Plan Year.

	 	  	 	  	 NOTE: If no option is selected, Option 5 shall be deemed to be selected.

	
	 Part E.
	  	 Qualified Matching Contributions

	 	  	 1.
	  	 Qualified Matching Contribution Formula

	 	  	 	  	 If the Employer will make Qualified Matching Contributions, then the amount of such Qualified Matching Contributions
made on behalf of a Qualifying Contributing Participant each Plan Year shall be (select one):

	 	  	 	  	 Option 1:     ̈    An amount equal to ________ percent of such Contributing Participant’s Elective Deferral (and/or Nondeductible Employee Contribution, if
applicable) which does not exceed _________ percent of the Contributing Participant’s Compensation.

	 	  	 	  	 Option 2:     ̈    An amount equal to the sum of ________ percent of the portion of such Contributing Participant’s Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which does not exceed ________ percent of the Contributing Participant’s Compensation plus ________ percent of the portion of such Contributing Participant’s Elective Deferral (and/or Nondeductible
Employee Contribution, if applicable) which exceeds ________ percent but does not exceed _______ percent of the Contributing Participant’s Compensation.

	 	  	 	  	 Option 3:    þ    Such amount, if any, as determined by the Employer in its sole discretion, equal to that percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution, if applicable) of each
Contributing Participant entitled thereto which would be sufficient to cause the Plan to satisfy either the Actual Deferral Percentage test (described in Section 3.13 of the Plan) or the Actual Contribution Percentage tests (described in Section
3.14 of the Plan) for the Plan Year or both.

	 	  	 	  	 Option 4:     ̈    Other formula (Specify an amount equal to a percentage of the Elective Deferrals (and/or Nondeductible Employee Contribution, if
applicable) of each Contributing Participant entitled thereto.)

	 	  	 	  	 NOTE: If no option is selected, Option 3 shall be deemed to be selected.

	
	 	  	 2.
	  	 Participants Entitled to Qualified Matching Contributions

	 	  	 	  	 Qualified Matching Contributions, if made to the Plan, will be made on behalf of (select
one):

	 	  	 	  	 Option 1:    þ    Each
Contributing Participant who makes Elective Deferrals who is a non-Highly Compensated Employee.

	 	  	 	  	 Option 2:     ̈    All Contributing Participants who make Elective Deferrals.

	 	  	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.

	
	 	  	 3.
	  	 Plan Year Limit on Qualified Matching Contributions
 Notwithstanding the Qualified Matching Contribution formula specified above, no Qualified Matching Contribution in excess of $____________ or________
percent of a Contributing Participant’s Compensation will be made with respect to any Contributing Participant for any Plan Year.

	
	 Part F.
	  	 Safe Harbor CODA Contributions
 A Plan intending to satisfy the requirements of Sections 401(k)(12) and 401(m)(11) of the Code generally must satisfy such requirements, including the notice requirement, for the entire Plan Year. See
Notice 98-52, 1998-46 I.R.B. 16, Notice 2000-3, 2000-4 I.R.B. 413, and Rev. Proc. 2000-20, 2000-6 I.R.B. 553, for more information.

	 	  	 1.
	  	 Application of Safe Harbor CODA

	 	  	 	  	 Will the safe harbor CODA provisions of Section 3.15 of the Plan apply (select one)?

	 	  	 	  	 Option 1:     ̈    Yes.

	 	  	 	  	 Option 2:    þ    No.

	 	  	 	  	 NOTE: If no option is selected, Option 2 will be deemed to be selected. Complete the remainder of this Part
F only if Option 1 is selected. If Option 1 is selected, the safe harbor CODA provisions of the Plan shall apply for the Plan Year and any provisions relating to the ADP or ACP tests shall not apply.


 








Page 6 of 15 
 

 

	 	 	 2.
	  	 ADP Test Safe Harbor Contributions

	 	 	 	  	 In lieu of Basic Matching Contributions, the Employer will make the following contributions for the Plan Year (select
one):

	 	 	 	  	 Option 1:     ̈    Enhanced Matching Contributions.
                              The Employer will make Matching Contributions to the
Individual Account of each Eligible Employee in an amount equal to the sum of
                              (i)    theEmployee’s Elective
Deferrals that do not exceed _______ percent of the Employee’s Compensation for the Plan Year, plus
                              (ii)   percent of the Employee’s
Elective Deferrals that exceed _______ percent of the Employee’s Compensation for the Plan Year and
                             that do not exceed _______ percent of the Employee’s Compensation for
the Plan Year.

	 	 	 	  	                              NOTE: In the blank in (i) above and the second
blank in (ii) above, insert a number that is equal to or greater than three, but less than
                              or equal to six. The first and last blanks in (ii) must be
completed so that, at any rate of Elective Deferrals, the Matching Contribution is
                              at least equal to the Matching Contribution receivable if
the Employer were making Basic Matching Contributions, but the rate of match
                              cannot increase as Elective Deferrals increase. For
example, if “4” is inserted in the blank in (i), (ii) need not be completed.

	 	 	 	  	 Option 2:      ̈    Safe Harbor Nonelective Contributions.
 The Employer will make a Safe Harbor Nonelective Contribution to the account of each Eligible Employee in an amount equal to ______(not less than three) percent of the Employee’s Compensation for the Plan
Year.

	 	 	 	  	 Option 3:      ̈    Not Applicable.
 The Employer will
make Basic Matching Contributions as described in Section 3.15 of the Plan.

	
	 	 	 3.
	  	 Recipient Plan

	 	 	 	  	 The ADP Test Safe Harbor Contributions will be made to (select one only if Option 1 is selected for item 1
above):

	 	 	 	  	 Option 1:     ̈    This Plan.

	 	 	 	  	 Option 2:     ̈    Other plan (specify plan of the
Employer)                                     
                                        
                                        
                .

	 	 	 	  	 NOTE:   If no option is selected, Option 1 shall be deemed to be selected.

	
	 	 	 4.
	  	 ACP Test Safe Harbor Matching Contributions

	 	 	 	  	 NOTE:  No additional contributions are required in order to satisfy the requirements for a safe
harbor CODA. However, if the Employer desires to make Matching Contributions other than Basic or Enhanced Matching Contributions, then the following must be completed.
  
 For the Plan Year, the Employer will make ACP Test Safe Harbor Matching Contributions to the Individual Account of each
Eligible Employee in the amount of (select one):

	 	 	 	  	 Option 1:     ̈    ______ percent of the Employee’s Elective Deferrals that do not exceed six percent of the Employee’s Compensation for the
Plan Year.

	 	 	 	  	 Option 2:     ̈    ______ percent of the Employee’s Elective Deferrals that do not exceed ______ percent of the Employee’s Compensation for the
PlanYear plus ______ percent of the Employee’s Elective Deferrals thereafter, but no Matching Contributions will be made on Elective Deferrals that exceed six percent of Compensation. NOTE:  The number inserted in the third
blank cannot exceed the number inserted in the first blank.

	 	 	 	  	 Option 3:     ̈    The Employee’s Elective Deferrals that do not exceed a percentage of the Employee’s Compensation for the Plan Years. Such percentage
is determined by the Employer for the year but in no event can exceed four percent of the Employee’s Compensation.

	
	 Part G.
	 	 Other Contributions

	
	 	 	 1.
	  	 Rollover Contributions

	 	 	 	  	 May an Employee make rollover contributions to the Plan pursuant to Section 3.03 of the Plan (select
one)?

	 	 	 	  	 Option 1:    þ    Yes.

	 	 	 	  	 Option 2:     ̈    Yes, unless such Employee is part of an excluded class of Employees.

	 	 	 	  	 Option 3:     ̈    Yes, but only after becoming a Participant.

	 	 	 	  	 Option 4:     ̈    No.

	 	 	 	  	 NOTE:  If no option is selected, Option 1 shall be deemed to be selected.

	
	 	 	 2.
	  	 Transfer Contributions

	 	 	 	  	 May an Employee make transfer contributions to the Plan pursuant to Section 3.04 of the Plan (select
one)?

	 	 	 	  	 Option 1:    þ    Yes.

	 	 	 	  	 Option 2:     ̈    Yes, unless such Employee is part of an excluded class of Employees.

	 	 	 	  	 Option 3:     ̈    Yes, but only after becoming a Participant.

	 	 	 	  	 Option 4:     ̈    Yes, but only if the assets are exempt from the Qualified Joint and Survivor Annuity rules as described in Section 5.13 of the Plan
(without regards to Section 5.13(E) of the Plan) thereof.

	 	 	 	  	 Option 5:     ̈    No.

	 	 	 	  	 NOTE:  If no option is selected, Option 1 shall be deemed to be selected.

	
	 	 	 3.
	  	 Nondeductible Employee Contributions

	 	 	 	  	 May an Employee make Nondeductible Employee Contributions pursuant to Section 3.08 of the Plan (select
one)?

	 	 	 	  	 Option 1:     ̈    Yes.                         If “Yes,”
check here if such contributions will be mandatory.   ̈

	 	 	 	  	 Option 2:    þ    No.

	 	 	 	  	 NOTE:  If no option is selected, Option 2 shall be deemed to be selected.

	 	 	 	  	 Nondeductible Employee Contributions may commence on
                                        
                                        
                        .

	
	 	 	 4.
	  	 Participants Entitled To Receive Minimum Allocation

	 	 	 	  	 Any minimum allocation required pursuant to Section 3.01(E) of the Plan shall be allocated to the Individual Accounts of
(select one):

	 	 	 	  	 Option 1:    þ    Participants
who are non-Key Employees.

	 	 	 	  	 Option 2:     ̈    All Participants.

	 	 	 	  	 NOTE:  If no option is selected, Option 1 shall be deemed to be selected.


 








Page 7 of 15 
 

 

	
	 	 	 5.      Top-Heavy Ratio

	
	 	 	  For purposes of establishing the Present Value of benefits under a defined benefit plan to compute
the top-heavy ratio as described in
  Section 7.19(B) of the Plan, any benefit shall be discounted only for mortality
and interest based on the following (select one):

	
	 	 	 Option 1:    þ    Not
applicable because the Employer has not maintained a defined benefit plan.

	
	 	 	 Option 2:     ̈    The interest rate and mortality table specified for this purpose in the defined benefit plan.

	
	 	 	 Option 3:     ̈    Interest rate of _____________ percent and the following mortality table
(specify).________________________________________

	
	 	 	 6.      Minimum Allocation or
Benefit

	
	 	 	  For any Plan Year with respect to which this Plan is a Top-Heavy Plan, any minimum allocation
required pursuant to
  Section 3.01(E) of the Plan shall be made (select one):

	
	 	 	 Option 1:    þ    To
this Plan.

	
	 	 	 Option 2:     ̈    To the following plan maintained by the Employer (specify name and plan sequence number of plan).

	
	 __________________________________________________________________________________

	
	 	 	 Option 3:     ̈    In accordance with the method described on an attachment to this Adoption Agreement. (Attach language describing the method

      that will be used to satisfy Section 416 of the Code. Such method must preclude Employer
discretion.)

	
	 	 	 NOTE:  If no option is selected, Option 1 shall be deemed to be
selected.

	
	 Part H.
	 	 ADP and ACP Testing Alternatives

	
	 	 	 Current Year Testing Method

	
	 	 	 The testing method used for purposes of the ADP and ACP tests under this Plan shall be (select
one):

	
	 	 	 Option 1:    þ  Prior Year Testing
Method.

	
	 	 	  Initial Plan Year ADP

	
	 	 	  If this is not a successor Plan, then, for the first Plan Year this Plan permits any Participant
to make Elective Deferrals, the
  ADP for Participants who are non-Highly Compensated Employees shall be (select
one):

	
	 	 	  Suboption (a):     ̈    3%.

	
	 	 	  Suboption (b):     ̈    Such first Plan Year’s ADP.

	
	 	 	  NOTE:    If no suboption is selected, Suboption (a) shall be
deemed to be selected.

	
	 	 	  Initial Plan Year ACP

	
	 	 	  If this is not a successor Plan, then, for the first Plan Year this Plan permits any Participant
to make Nondeductible Employee
  Contributions, provides for Matching Contributions or both, the ACP for Participants
who are non-Highly Compensated Employees
  shall be (select one):

	
	 	 	  Suboption (a):     ̈    3%.

	
	 	 	  Suboption (b):     ̈    Such first Plan Year’s ACP.

	
	 	 	  NOTE:    If no suboption is selected, Suboption (a) shall be
deemed to be selected.

	
	 	 	 Option 2:     ̈  Current Year Testing Method.

	
	 	 	 NOTE:    If no option is selected, Option 1 shall be deemed to be selected. If Option 2
is selected, the current year testing method must continue to be used unless (1) the Plan has been using the current year testing method for the preceding five Plan Years, or, if fewer, the number of Plan Years the Plan has been in existence; or (2)
the Plan otherwise meets one of the conditions specified in Notice 98-1 (or additional guidance issued by the Internal Revenue Service (IRS)) for changing from the current year testing method.


 

	
	
 SECTION FOUR: VESTING AND
FORFEITURES
 Complete Parts A through G


	
	 Part A.
	 	 Vesting Schedule For Employer Profit Sharing Contributions and Matching Contributions
	  	 	  	 
	
	 	 	 A Participant shall become Vested in his or her Individual Account derived from Employer Profit Sharing
Contributions and Matching Contributions, if applicable, made pursuant to Section Three of the Adoption Agreement as follows (select one vesting schedule for Employer Profit Sharing Contributions and one vesting schedule for Matching
Contributions, if applicable).
	  	 	  	 
	
	 	 	 1.    Current Vesting Schedule
	  	 
	
	 	 	 	 	 	 	 	  	 	  	 	  	 
	
	 	 	 	 	 .
	 	 	  	 	  	 	  	 

 


	 	    	 YEARS OF VESTING SERVICE

	    	 VESTED PERCENTAGE

	    	

	 	    	 Profit Sharing
	    	 Option 1  ̈
	    	 Option 2  ̈
	    	 Option 3  ̈
	    	 Option 4  ̈
	    	 Option 5 þ (Complete
if Chosen)
	    	 
	 	    	 Matching
	    	 Option 1  ̈
	    	 Option 2  ̈
	    	 Option 3  ̈
	    	 Option 4  ̈
	    	 	    	 Option 5 þ (Complete
if Chosen)

	 	    	 Less than One
	    	 0%
	    	 0%
	    	 100%
	    	 0%
	    	     0%
	    	     0%

	 	    	 1
	    	 0%
	    	 0%
	    	 100%
	    	 0%
	    	   20%
	    	   20%

	 	    	 2
	    	 0%
	    	 20%
	    	 100%
	    	 0%
	    	   40%
	    	   40%

	 	    	 3
	    	 0%
	    	 40%
	    	 100%
	    	 20%
	    	   60% (not less than 20%)
	    	   60% (not less than 20%)

	 	    	 4
	    	 0%
	    	 60%
	    	 100%
	    	 40%
	    	   80% (not less than 40%)
	    	   80% (not less than 40%)

	 	    	 5
	    	 100%
	    	 80%
	    	 100%
	    	 60%
	    	 100% (not less than 60%)
	    	 100% (not less than 60%)

	 	    	 6
	    	 100%
	    	 100%
	    	 100%
	    	 80%
	    	 100% (not less than 80%)
	    	 100% (not less than 80%)

	 	    	 7
	    	 100%
	    	 100%
	    	 100%
	    	 100%
	    	 100% (not less than 100%)
	    	 100% (not less than 100%)

	 NOTE:    If no option is selected, Option 3
will be deemed to be selected for both Employer Profit Sharing Contributions and Matching Contributions.

	    	 

 








Page 8 of 15 
 


	2.	 	Prior Vesting Schedule (Complete this Part A, item 2 only if the Plan has been amended to include a less favorable vesting schedule.)


 


	 YEARS OF VESTING  
SERVICE  
	  	 	  	 VESTED PERCENTAGE

	

	 Profit Sharing
	  	 Option 1   ̈
	  	 Option 2   ̈
	  	 Option 3   ̈
	  	 Option 4   ̈
	  	 Option 5   ̈ (Complete if Chosen)
	 	 
	 Matching
	  	 Option 1   ̈
	  	 Option 2   ̈
	  	 Option 3   ̈
	  	 Option 4   ̈
	  	 	 	 Option 5   ̈ (Complete if Chosen)

	 Less than One
	  	     0%
	  	     0%
	  	 100%
	  	     0%
	  	                       %
	 	                       %

	 1
	  	     0%
	  	     0%
	  	 100%
	  	     0%
	  	                       %
	 	                       %

	 2
	  	     0%
	  	   20%
	  	 100%
	  	     0%
	  	                       %
	 	                       %

	 3
	  	     0%
	  	   40%
	  	 100%
	  	   20%
	  	                       % (not less than 20%)
	 	                       % (not less than 20%)

	 4
	  	     0%
	  	   60%
	  	 100%
	  	   40%
	  	                       % (not less than 40%)
	 	                       % (not less than 40%)

	 5
	  	 100%
	  	   80%
	  	 100%
	  	   60%
	  	                       % (not less than 60%)
	 	                       % (not less than 60%)

	 6
	  	 100%
	  	 100%
	  	 100%
	  	   80%
	  	                       % (not less than 80%)
	 	                       % (not less than 80%)

	 7
	  	 100%
	  	 100%
	  	 100%
	  	 100%
	  	                       % (not less than 100%)
	 	                       % (not less than 100%)

	



	
	 Part B.
	  	 Top-Heavy Vesting Schedule

	 	  	 Pursuant to Section 4.01(B) of the Plan, the vesting schedule that will apply when this Plan is a Top-Heavy Plan
(unless the Plan’s regular vesting schedule provides for more rapid vesting) shall be (select one):

	 	  	 Option 1:     ̈    6 Year Graded.

	 	  	 Option 2:     ̈    3 Year Cliff.

	 	  	 NOTE:   If no option is selected, Option 1 shall be deemed to be selected for those contributions
identified in Part A above that are subject to a graded vesting schedule and Option 2 shall be deemed to be selected for those contributions identified in Part A above that are subject to a cliff vesting schedule.

	
	 Part C.
	  	 Hours Required For Vesting Purposes

	 	  	 1.    1000          Hours of Service (no more
than 1,000) shall be required to constitute a Year of Vesting Service.

	 	  	 2.    500            Hours of Service (no more than 500 but less than the number specified in this Section Four, Part C, item 1, above) must be
exceeded to avoid a Break in Vesting Service.

	 	  	 3.    For purposes of determining Years of Vesting Service, an
Employee shall be given credit for Hours of Service with the following predecessor employer(s) (complete if applicable)
 Bindley Western Industries, Inc. & Subsidiaries, but only for service as of Effective Date of
plan                                        
                                        
    .

	
	 Part D.
	  	 Exclusion of Certain Years of Vesting Service

	 	  	 All of an Employee’s Years of Vesting Service with the Employer are counted to determine the Vested percentage in
the Participant’s Individual Account except 
 (select any that apply):

	 	  	  ̈    Years of Vesting Service before the Employee reaches age 18.

	 	  	  ̈    Years of Vesting Service before the Employer maintained this Plan or a predecessor plan.

	
	 Part E.
	  	 Allocation of Forfeitures of Employer Profit Sharing Contributions

	 	  	 Forfeitures shall be (select one):

	 	  	 Option 1:     ̈    Allocated to the Individual Accounts of the Participants specified below in the manner described in Section 3.01(B) of the
                             Plan (for Employer Profit Sharing
Contributions).

	 	  	  The Participants entitled to receive allocations of such Forfeitures shall be (select
one):

	 	  	  Suboption (a):     ̈    Qualifying Participants.

	 	  	  Suboption (b):     ̈    All Participants.

	 	  	  NOTE:  If no suboption is selected, Suboption (a) shall be deemed to be
selected.

	 	  	 Option 2:    þ    Applied to reduce
Employer Contributions.

	 	  	 NOTE:  If no option is selected, Option 2 shall be deemed to be selected. Pursuant to Section
3.01(C) of the Plan and notwithstanding the election made above, the Employer may first apply forfeitures to either the payment of the Plan’s administrative expenses in accordance with Section 7.04 of the Plan or the restoration of
Participant’s Individual Accounts pursuant to Section 4.01(C)(3) of the Plan.

	
	 Part F.
	  	 Allocation of Forfeitures of Matching Contributions

	 	  	 Forfeitures of Matching Contributions shall be (select one):

	 	  	 Option 1:     ̈    Allocated, after all other Forfeitures under the Plan, to each Participant’s Individual Account in the ratio which each
                             Participant’s Compensation for the Plan Year bears to the
total Compensation of all Participants for such Plan Year.

	 	  	  The Participants entitled to receive allocations of such Forfeitures shall be (select
one):

	 	  	  Suboption (a):     ̈    Qualifying Contributing Participants.

	 	  	  Suboption (b):     ̈    Qualifying Participants.

	 	  	  Suboption (c):     ̈    All Participants.

	 	  	  NOTE:  If no suboption is selected, Suboption (a) shall be deemed to be
selected.

	 	  	 Option 2:    þ    Applied to reduce
Employer Contributions.

	 	  	 NOTE:  If no option is selected, Option 2 shall be deemed to be selected. Pursuant to Section
3.01(C) of the Plan and notwithstanding the election made above, the Employer may first apply forfeitures to either the payment of the Plan’s administrative expenses in accordance with Section 7.04 of the Plan or the restoration of
Participant’s Individual Accounts pursuant to Section 4.01(C)(3) of the Plan.










Page 9 of 15 
 

 

	 Part G.
	 	 Allocation of Forfeitures of Excess Aggregate Contributions

	 	 	 Forfeitures of Excess Aggregate Contributions shall be (select one):

	 	 	 Option 1:     ̈
	 	 Allocated, after all other Forfeitures under the Plan, to each Qualifying Contributing Participant’s
Matching Contribution account in the ratio which each Qualifying Contributing Participant’s Compensation for the Plan Year bears to the total Compensation of all Qualifying Contributing Participants for such Plan Year. Such Forfeitures will not
be allocated to the account of any Highly Compensated Employee.

	 	 	 Option 2:    þ
	 	 Applied to reduce Employer Contributions.

	 	 	 NOTE:
	 	 	 	 If no option is selected, Option 2 shall be deemed to be selected.

	

	
	 SECTION FIVE: DISTRIBUTIONS AND LOANS

	 Complete Parts A through C

	

	
	 Part A.
	 	 Distributable Events (Answer each of the following items.)

	
	 	 	 1.
	 	 Termination of Employment Before Normal Retirement Age

	 	 	 	 	 May a Participant who has not reached Normal Retirement Age request a distribution from the Plan upon
Termination of Employment (select one)?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.
	  	 
	
	 	 	 2.
	 	 Disability

	 	 	 	 	 May a Participant who has incurred a Disability request a distribution from the Plan (select
one)?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.
	  	 
	
	 	 	 3.
	 	 Attainment of Normal Retirement Age

	 	 	 	 	 May a Participant who has attained Normal Retirement Age but has not incurred a Termination of Employment
request a distribution from the Plan (select one)?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.
	  	 
	
	 	 	 4.
	 	 Attainment of Age 591⁄2

	 	 	 	 	 May a Participant who has attained age 591⁄2 request a distribution from the Plan of that portion of the
Participant’s Individual Account attributable to the following types of contributions while still employed by the Employer (select one)?

	
	 	 	 	 	 Employer Profit Sharing Contributions and Matching Contributions

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 Yes, but only with respect to a Participant who is 100 percent Vested in his or her Individual Account
attributable to the type of contribution that will be withdrawn.

	 	 	 	 	 Option 3:
	 	  ̈
	  	 No.

	
	 	 	 	 	 Elective Deferrals

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.
	  	 
	
	 	 	 5.
	 	 In-Service Withdrawals of Employer Profit Sharing Contributions and Matching
Contributions

	 	 	 	 	 May a Participant request a distribution from the Plan of that portion of the Participant’s Individual
Account attributable to Employer Profit Sharing Contributions and Matching Contributions (if applicable) pursuant to Section 5.01(A)(4) of the Plan (select one)?

	 	 	 	 	 Option 1:
	 	  ̈
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	  ̈
	  	 Yes, but only with respect to a Participant who is 100 percent Vested in his or her Individual Account
attributable to the type of contribution that will be withdrawn.

	 	 	 	 	 Option 3:
	 	  ̈
	  	 Yes, but only with respect to a Participant who has participated in the Plan for
     or more years and attained age     .

	 	 	 	 	 Option 4:
	 	  ̈
	  	 Yes, but only with respect to a Participant who is 100 percent Vested and has participated in the Plan for
     or more years and attained age     .

	 	 	 	 	 Option 5:
	 	 þ
	  	 No.
	  	 
	 	 	 	 	 If Options 1 through Option 4 are selected, will such In-Service withdrawals be permitted only on account of
hardship pursuant to Section 5.01(A)(5) of the Plan (select one)?     ̈  Yes     ̈  No

	
	 	 	 	 	 If “Yes” is selected, the definition of hardship  ̈ will  ̈ will not be limited to the safe
harbor definition provided in Section 5.01(A)(6)(b) of the Plan.

	
	 	 	 6.
	 	 Withdrawals of Rollover Contributions

	 	 	 	 	 May an Employee request a distribution of his or her rollover contributions at any time?

	 	 	 	 	 Option 1:
	 	  ̈
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	 þ
	  	 No.
	  	 
	
	 	 	 7.
	 	 Withdrawals of Transfer Contributions

	 	 	 	 	 May an Employee request a distribution of his or her transfer contributions at any time?

	 	 	 	 	 Option 1:
	 	  ̈
	  	 Yes.
	  	 
	 	 	 	 	 Option 2:
	 	 þ
	  	 No.
	  	 

 








Page 10 of 15 
 

 

	 	 	 8.
	 	 Hardship Withdrawals of Elective Deferrals

	 	 	 	 	 May a Participant request a distribution of his or her Elective Deferrals on account of hardship pursuant
to Section 5.01(A)(6) of the Plan?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.

	
	 	 	 9.
	 	 Loans

	 	 	 	 	 May a Participant request a loan pursuant to Section 5.19 of the Plan?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.

	
	 	 	 NOTE: If no option is selected for items 1 through 8, Option 1 shall be deemed to be selected for
such items. If no option is selected for item 9, Option 2 shall be deemed to be selected.

	
	 Part B.
	 	 Form of Distribution (Answer each of the following items.)

	
	 	 	 1.
	 	 Lump Sum

	 	 	 	 	 May a Participant request a distribution of the Vested portion of his or her Individual Account in a lump
sum, subject to Section 5.02(C) of the Plan (select one)?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.

	
	 	 	 2.
	 	 Installment Payments

	 	 	 	 	 May a Participant request a distribution of the Vested portion of his or her Individual Account over a
period not to exceed the life expectancy of the Participant or the joint and last survivor life expectancy of the Participant and his or her designated Beneficiary, subject to Section 5.02(C) of the Plan (select one)?

	 	 	 	 	 Option 1:
	 	 þ
	  	 Yes.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 No.

	
	 	 	 3.
	 	 Annuity Contracts

	 	 	 	 	 May a Participant apply the Vested portion of his or her Individual Account toward the purchase of an
annuity contract, subject to Section 5.02(C) of the Plan (select one)?

	 	 	 	 	 Option 1:
	 	  ̈
	  	 Yes.

	 	 	 	 	 Option 2:
	 	 þ
	  	 No.

	
	 	 	 4.
	 	 Involuntary Cashouts

	 	 	 	 	 An Eligible Rollover Distribution that exceeds $1,000 but does not exceed $5,000 will be paid in the
following manner pursuant to Sections 5.02 and 5.04 of the Plan (select one):

	 	 	 	 	 Option 1:
	 	 þ
	  	 a single sum.

	 	 	 	 	 Option 2:
	 	  ̈
	  	 a Direct Rollover to an individual retirement account.

	
	 	 	 NOTE: Option 1 must be selected for at least one of items one through three in Part B above. If
neither option is selected for items one through three in Part B above, Option 1 shall be deemed to have been selected for such item. If item four is not completed, Option 2 shall be deemed to have been selected for such item. If this Plan is
restating a Prior Plan, the forms of distribution under this Plan must generally be at least as favorable as under the Prior Plan.

	
	 Part C.
	 	 Retirement Equity Act Safe Harbor

	 	 	 Will the safe harbor provisions of Section 5.13(E) of the Plan apply (select
one)?

	 	 	 Option 1:
	 	 þ
	 	 Yes.
	  	 
	 	 	 Option 2:
	 	  ̈
	 	 No.
	  	 
	
	 	 	 Survivor Annuity Percentage (Complete only if Option 2 is selected.)
 The survivor annuity portion of the Qualified Joint and Survivor Annuity shall be a percentage equal to
         percent (at least 50 percent but no more than 100 percent) of the amount paid to the Participant prior to his or her death.

	 	 	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.

	
	 NOTE: Section 411(d)(6) of the Code prohibits the elimination of protected benefits. In general,
protected benefits include the timing of payout options. If the Plan is restating a Prior Plan that permitted a distribution option described above that involves the timing of a distribution, the selections must generally be at least as favorable as
under the Prior Plan. Forms of distributions may be eliminated under certain conditions, but generally only after advance notice has been given to Participants as described in the Basic Plan Document.

	

	
	 SECTION SIX: DEFINITIONS

	 Complete Parts A through O

	

	
	 Part A.
	 	 Plan Year Means

	
	 	 	 Option 1:
	 	  ̈
	 	 The 12-consecutive month period which coincides with the Adopting Employer’s Fiscal
Year.

	 	 	 Option 2:
	 	 þ
	 	 The calendar year.

	 	 	 Option 3:
	 	  ̈
	 	 Other 12-consecutive month period. (Specify a 12-consecutive month period selected in a uniform and
nondiscriminatory manner.)

	 	 	 	 	  


	
	 	 	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
 If the initial Plan Year is less than 12 months (a short Plan Year) specify such Plan Year’s beginning and ending dates

	 	 	  



 








Page 11 of 15 
 

 

	 Part B.
	  	 Limitation Year Means

	 	  	 Option 1:    þ    The Plan
Year.

	 	  	 Option 2:     ̈    The calendar year.

	 	  	 Option 3:     ̈    Other 12-consecutive month period. (Specify a 12-consecutive month period selected in a uniform and nondiscriminatory
manner.)

	 	  	                                      
                                        
                                        
                                        
                                        
                                    .

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part C.
	  	 Hours of Service Equivalencies

	 	  	 Service will be determined on the basis of (select one):

	 	  	 Option 1:    þ    Actual hours for which an Employee is paid or entitled to payment.

	 	  	 Option 2:     ̈    Days worked. An Employee will be credited with 10 Hours of Service if under the definition of Hours of Service such Employee would
be
                             credited with at least one Hour of Service during the
day.

	 	  	 Option 3:     ̈    Weeks worked. An Employee will be credited with 45 Hours of Service if under the definition of Hours of Service such Employee would

                            be credited with at least one Hour of Service during the
week.

	 	  	 Option 4:     ̈    Semi-Monthly payroll periods worked. An Employee will be credited with 95 Hours of Service if under the definition of Hours of
Service
                             such Employee would be credited with at least one Hour of Service
during the semi-monthly payroll period.

	 	  	 Option 5:     ̈    Months worked. An Employee will be credited with 190 Hours of Service if under the definition of Hours of Service such Employee
would
                             be credited with at least one Hour of Service during the
month.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected. This Section Six, Part C
will not apply if the elapsed time method of Section Six,

	 	  	 Part D is selected.
  

	 Part D.
	  	 Elapsed Time Method

	 	  	 In lieu of tracking Hours of Service of Employees, will the elapsed time method described under the
definition of Hours of Service be used (select one)?

	 	  	 Option 1:    þ    No.

	 	  	 Option 2:     ̈    Yes.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part E.
	  	 General Definition of Compensation

	 	  	 Compensation will mean all of each Participant’s (select one):

	 	  	 Option 1:    þ    W-2
wages.

	 	  	 Option 2:     ̈    Section 3401(a) wages.

	 	  	 Option 3:     ̈    415 safe-harbor compensation.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part F.
	  	 Determination Period

	 	  	 Compensation shall be determined over the following applicable period (select
one):

	 	  	 Option 1:    þ    The Plan
Year.

	 	  	 Option 2:     ̈    The calendar year ending with or within the Plan Year.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part G.
	  	 Elective Deferrals and Compensation

	 	  	 Compensation shall include Employer Contributions made pursuant to a salary reduction agreement which are not
includible in the gross income of the

	 	  	 Employee under Sections 125, 132(f)(4), 402(e)(3), 402(h)(1)(B) and 403(b) of the Code (select
one):

	 	  	 Option 1:    þ    Yes.

	 	  	 Option 2:     ̈    No.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part H.
	  	 Pre-Entry Date Compensation

	 	  	 Unless a different definition of Compensation is required by either the Code or ERISA, for the Plan Year in
which an Employee enters the Plan, the
Employee’s Compensation which shall be taken into account for purposes of the Plan shall be (select one):

	 	  	 Option 1:    þ    The
Employee’s Compensation only from the Entry Date, applicable to the particular type of contribution, on which the Employee became
                             a Participant in the Plan.

	 	  	 Option 2:     ̈    The Employee’s Compensation for the whole of such Plan Year.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.
  

	 Part I.
	  	 Exclusions From Compensation

	 	  	 Compensation shall not include the following (select any that apply).

	 	  	  ̈    Bonuses
	 	  ̈    Commissions

	 	  	  ̈    Overtime
	 	 þ    Other (specify) Income derived from exercise
of stock options;
 any benefit not included in taxable income for
year                                      
 .

	 	  	 NOTE: No exclusions from Compensation are permitted if the integrated allocation formula in Section
Three, Part A is selected.
  

	 Part J.
	  	 Normal Retirement Age

	 	  	 The Normal Retirement Age under the Plan shall be (select and complete one):

	 	  	 Option 1:    þ    Age
    65     (not to exceed 65 or such later age as may be allowed under Section 411(a)(8) of the Code).

	 	  	 Option 2:     ̈    The later of age ________ (not to exceed 65 or such later age as may be allowed under Section 411(a)(8) of the Code) or the
________
                             (not to exceed fifth) anniversary of the first day of the
first Plan Year in which the Participant commenced participation in the Plan.

	 	  	 NOTE: If no option is selected, the Normal Retirement Age shall be deemed to be age
591⁄2.










Page 12 of 15 
 

 

	 Part K.
	  	 Early Retirement Age

	 	  	 The Early Retirement Age under the Plan shall be (select one):

	 	  	 Option 1:    þ    An
Early Retirement Age is not applicable under the Plan.

	 	  	 Option 2:     ̈    A Participant satisfies the Plan’s Early Retirement Age conditions by attaining age ______ and completing ______ Years of Vesting
Service.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be
selected.

	
	 Part L.
	  	 Valuation Date

	 	  	 The Plan Valuation Date shall be (select one):

	 	  	 Option 1:     ̈    Daily.

	 	  	 Option 2:    þ    The last day of the Plan Year and each other date designated by the Plan Administrator which is selected in a uniform and nondiscriminatory manner.

	 	  	 Option 3:     ̈    The last day of each Plan quarter.

	 	  	 Option 4:     ̈    The last day of each month.

	 	  	 Option 5:     ̈    Other (Specify one or more dates that are selected in a uniform and nondiscriminatory manner, including the last day of the Plan
Year.)
                                      
                                        
                                        
                                        
                                        
   .

	 	  	 NOTE: If no option is selected, Option 2 shall be deemed to be
selected.

	
	 Part M.
	  	 Highly Compensated Employee

	 	  	 1. 
	  	 Top Paid Group Election

	 	  	 	  	 For purposes of determining who is a Highly Compensated Employee under the Plan, the top paid group election shall
apply (select one).

	 	  	 	  	 Option 1:     ̈    Yes.

	 	  	 	  	 Option 2:    þ    No.

	 	  	 	  	 NOTE: If no option is selected, Option 2 shall be deemed to be selected.

	
	 	  	 2.
	  	 Calendar Year Data Election:

	 	  	 	  	 For purposes of determining who is a Highly Compensated Employee (other than a five percent owner) under the Plan, the
calendar year data election shall apply (select one).

	 	  	 	  	 Option 1:     ̈    Yes.

	 	  	 	  	 Option 2:    þ    No.

	 	  	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected.

	
	 Part N.
	  	 Disability

	 	  	 For purposes of this Plan, Disability shall mean (select one):

	 	  	 Option 1:    þ    The inability to engage in any substantial, gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or
can be expected to last for a continuous period of not less than 12 months.

	 	  	 Option 2:     ̈    The inability to engage in any substantial, gainful activity in the Employee’s trade or profession for which the Employee is
best qualified through training or experience.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be selected

	
	 Part O.
	  	 Eligibility Computation Period

	 	  	 An Employee’s Eligibility Computation Periods subsequent to his or her initial Eligibility
Computation Period shall be (select one):

	 	  	 Option 1:    þ    The 12
consecutive month periods commencing on the anniversaries of his or her Employment Commencement Date.

	 	  	 Option 2:     ̈    The Plan Year commencing with the Plan Year beginning during his or her initial Eligibility Computation Period.

	 	  	 NOTE: If no option is selected, Option 1 shall be deemed to be
selected.

	
	
 SECTION
SEVEN: MISCELLANEOUS

	 Complete Parts A and B


	 Part A.
	  	 Participant Direction

	 	  	 Will Participants be responsible for directing the investment of their Plan assets pursuant to Section
7.22(B) of the Plan (select one)?

	 	  	 Option 1:    þ    Yes.

	 	  	 Option 2:     ̈    No.

	
	 Part B.
	  	 Permissible Investments

	 	  	 The assets of the Plan shall be invested only in those investments described below (to be completed by the
Prototype Sponsor):

	 	  	 Those investments made available to the Plan by the Prototype Sponsor and as selected by the Employer from
time to time.
                                      
                                        
                                        
                                        
                                        
                    
                                      
                                        
                                        
                                        
                                        
                    

	
	 	  	 NOTE: If no option is selected for Part A above, Option 1 shall be deemed to be
selected.

	
	
 SECTION
EIGHT: TRUSTEE AND CUSTODIAN

	 Complete Parts A and B (as
applicable)


	 Part A.
	  	 Custodian
 (This Part A must be completed unless a Trustee is named in Part B, below.)

	 	  	 Financial
Organization                                      
                                        
                                        
                                        
                           

	 	  	 Address                                    
                                        
                                        
                                        
                                        
         

	 	  	 Signature                                    
                                        
                                        
                                        
                                        
        

	 	  	 Type
Name                                       
                                        
                     Title                 
                                        
                                      
 


 








Page 13 of 15 
 

 

	 Part B.
	  	 Trustee (This Part B must generally be completed unless the Plan covers one or more Self-Employed
Individuals or satisfies another exception under Section 403(b) of ERISA. Select one.)
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 Option 1:    þ    Financial
Organization as Trustee
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 Option 2:     ̈    Individual Trustee(s)
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 The Trustee of this Plan shall be a:    þ Directed Trustee
     ̈ Discretionary Trustee
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	
	 	  	 Name of Trustee Delaware Management Trust
Company                                      
                                        
                                        
            
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 Address 2005 Market Street, Philadelphia, PA
19103                                       
                                        
                                       
                    
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 Telephone
800-362-7500                                      
                                       
                                        
                                        
                       
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 Signature                                    
                                        
                                       
                                        
                                 
Title Trust Officer             

	
	 	  	 Name
of Trustee                                     
                                        
                                        
                                        
                                        
                     

	 	  	 Address                                    
                                        
                                        
                                        
                                        
                                    

	 	  	 Telephone                                    
                                        
                                        
                                        
                                        
                                

	 	  	 Signature                                    
                                        
                                        
                                        
                                  Title    
                            

	
	 	  	 Name of
Trustee                                       
                                        
                                        
                                        
                                        
                   

	 	  	 Address                                    
                                        
                                        
                                        
                                        
                                    

	 	  	 Telephone                                    
                                        
                                        
                                        
                                        
                                

	 	  	 Signature                                    
                                        
                                        
                                        
                               Title       
                             

	
	 	  	 Name of
Trustee                                       
                                        
                                        
                                        
                                        
                   

	 	  	 Address                                    
                                        
                                        
                                        
                                        
                                    

	 	  	 Telephone                                    
                                        
                                        
                                        
                                        
                                

	 	  	 Signature                                    
                                        
                                        
                                        
                               Title       
                             

	
	 SECTION NINE:EMPLOYER SIGNATURE

	 Important: Please read before signing

	 Prototype Sponsor
	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 Name of Prototype Sponsor Retirement Financial Services,
Inc.                                        
                                        
                                        
                                        
        

	
	 Address 2005 Market Street, 5th Floor, Philadelphia, PA
19103                                       
                                        
                                        
                                        
          

	
	 Telephone 800-362-7500                                 
                                        
                                        
                                        
                                        
                                        
    

	  ̈
	  	 Check here and provide the applicable information below if someone other than the Adopting Employer will
be the Plan Administrator.

	 	  	 Name of Plan Administrator                              
                                        
                                        
                                        
            

	
	 	  	 Address                                    
                                        
                                        
                                        
                                        
                              

	 	  	 City                                    
                                        
                                        
                                        
                                        
    State            Zip              
	  	 	  	 
	
	 	  	 Telephone                                    
                                        
                                        
                                        
                                        
                           

	 	  	 Signature of Plan
Administrator                                      
                                        
                                        
                                        
 Date Signed                
	  	 
	 	  	 Type
Name                                       
                                        
                                        
                                        
                                        
                      

	 þ
	  	 Check here if there is an attachment(s) that applies to this Plan(If the box is checked, please describe
the attachment(s) below.)

	 	  	 EGTRRA
Amendment                                       
                                        
                                        
                                        
                                        
         

	 I am an authorized representative of the Adopting Employer named above
and I state the following:

	 1.
	  	 I acknowledge that I have relied upon my own advisors regarding the completion of this Adoption
Agreement and the legal tax implications of adopting this Plan;

	 2.
	  	 I understand that my failure to properly complete this Adoption Agreement may result in
disqualification of the Plan;

	 3.
	  	 I understand that the Prototype Sponsor will inform me of any amendments made to the Plan and will
notify me should it discontinue or abandon the Plan; and

	 4.
	  	 I have received a copy of this Adoption Agreement, the corresponding Basic Plan Document and, if
applicable, any separate trust agreement used in lieu of the trust agreement contained in the Basic Plan Document.

	 Signature of Adopting Employer   /s/ Stephen
Saft                                        
                                        
                                      Date
 Signed  11-27-02        
	  	 	  	 	  	 	  	 
	 Type Name  Stephen
Saft                                        
                                        
                                        
                                        
          Title  CFO                    
	  	 	  	 
	
	 NOTE: The Adopting Employer may rely on an opinion letter issued
by the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Code only to the extent provided in Announcement 2001-77, 2001-30 I.R.B.The Employer may not rely on the opinion letter in certain other circumstances or
with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to the Plan and in Announcement 2001-77. In order to have reliance in such circumstances or with respect to such qualification
requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service.This Adoption Agreement may be used only in conjunction with Basic Plan Document #01. The signature of the Adopting
Employer in this Section Nine shall apply to Section 10 of this Adoption Agreement if the Employer is restating its Plan to comply with Revenue Procedure 2000-20.










Page 14 of 15 
 

 

	 SECTION TEN: REMEDIAL AMENDMENT PERIOD PLAN ADMINISTRATION

	 Complete Section 10 only if the Plan is being restated to comply with
GUST
  

	 Part A.
	  	 Highly Compensated Employee
  
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 1.    Top Paid Group. For purposes of determining who was a Highly Compensated
Employee, did the Employer make the top-paid group election for the
        following Plan
Years?

	 	  	        1997     ̈    Yes     ̈    No    þ    Not
Applicable                                2001     ̈    Yes    þ    No     ̈    Not
Applicable

	 	  	        1998     ̈    Yes     ̈    No    þ    Not
Applicable                                2002     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        1999     ̈    Yes    þ    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        2000     ̈    Yes    þ    No     ̈    Not
Applicable                                2004     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        NOTE: If a box is not selected for a year, “No”
shall be deemed to be selected for such year.
  

	 	  	 2.    Calendar Year Data Election. For purposes of determining who was a Highly
Compensated Employee (other than as a five-percent owner) did the
        Employer make a calendar year data
election for the following Plan Years?

	 	  	        1997     ̈    Yes     ̈    No    þ    Not
Applicable                                2001     ̈    Yes    þ    No     ̈    Not
Applicable

	 	  	        1998     ̈    Yes     ̈    No    þ    Not
Applicable                                2002     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        1999     ̈    Yes    þ    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        2000     ̈    Yes    þ    No     ̈    Not
Applicable                                2004     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        NOTE: If a box is not selected for a year, “Yes”
shall be deemed to be selected for such year.
  

	 Part B.
	  	 ADP/ACP Testing
  
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 1.    Prior Year Testing and ADP Test. For purposes of performing the ADP test,
did the Employer apply the prior year testing rules for the following Plan
        Years?

	 	  	        1997     ̈    Yes     ̈    No    þ    Not
Applicable                                2001    þ    Yes     ̈    No     ̈    Not Applicable

	 	  	        1998     ̈    Yes     ̈    No    þ    Not
Applicable                                2002     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        1999    þ    Yes     ̈    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        2000    þ    Yes     ̈    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        NOTE: If a box is not selected for a year, “Yes”
shall be deemed to be selected for such year.
  

	 	  	 2.    Initial Plan Year ADP. If this was not a successor Plan, then, for the
first Plan Year this Plan permitted any Participant to make Elective Deferrals, the
        ADP used in the ADP
test for Participants who were not Highly Compensated Employees was such first Plan Year’s ADP.

	 	  	         ̈    Yes    þ    No
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	        NOTE: Select “No” if “No” was selected
in item 1 above with respect to the first Plan Year Elective Deferrals were permitted under this Plan. If a box is
        not selected, “No” shall be deemed to be selected.
  

	 	  	 3.    Prior Year Testing and ACP Test. For purposes of performing the ACP test,
did the Employer apply the prior year testing rules for the following Plan

	 	  	        Years?
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	        1997     ̈    Yes     ̈    No    þ    Not
Applicable                                2001    þ    Yes     ̈    No     ̈    Not Applicable

	 	  	        1998     ̈    Yes     ̈    No    þ    Not
Applicable                                2002     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        1999    þ    Yes     ̈    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        2000    þ    Yes     ̈    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        NOTE: If a box is not selected for a year under either 1 or
3 above, “Yes” will be deemed to be selected for such year.
  

	 	  	 4.    Initial Plan Year ACP. If this was not a successor Plan, then, for the
first Plan Year this Plan permitted any Participant to make Nondeductible Employee
        Contributions,
provided for Matching Contributions or both, the ACP used in the ACP test for Participants who were not Highly Compensated Employees
        was such first Plan Year’s ACP.

	 	  	         ̈    Yes    þ    No
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	        NOTE: Select “No” if “No” was selected
in item 3 above with respect to the first Plan Year Nondeductible Employee Contributions and/or Matching
        Contributions were permitted. If a box is not selected, “No” shall be deemed to be selected.
  

	 Part C.
	  	 401(k) Safe Harbor Rules
  
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	 	  	 1.    Application of Rules. Did the Employer apply the 401(k) safe harbor rules
for the following Plan Years?

	 	  	        1999     ̈    Yes    þ    No     ̈    Not
Applicable                                2002     ̈    Yes    þ    No     ̈    Not
Applicable

	 	  	        2000     ̈    Yes    þ    No     ̈    Not
Applicable                                2003     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        2001     ̈    Yes    þ    No     ̈    Not
Applicable                                2004     ̈    Yes     ̈    No     ̈    Not
Applicable

	 	  	        NOTE: If a box is not selected for a year, “No”
shall be deemed to be selected for such year.


 








Page 15 of 15 
 

 

	 	  	 2.
	  	 Safe Harbor Contribution. If “Yes” is selected for one or more of the years described
above, which safe harbor contribution did the Employer make for each of the following Plan Years?

	 	  	 	  	 1999
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .

	 	  	 	  	 2000
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .

	 	  	 	  	 2001
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .

	 	  	 	  	 2002
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .

	 	  	 	  	 2003
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .

	 	  	 	  	 2004
	  	 Option 1:     ̈    Nonelective Contribution.

	 	  	 	  	 	  	 Option 2:     ̈    Basic Matching Contribution.

	 	  	 	  	 	  	 Option 3:     ̈    Enhanced Matching Contribution (describe)
                                        
                                        
                                 .
  

	 	  	 	  	 NOTE: If no option is selected for a year, Option 2 shall be deemed to be selected for such
year.
  

	 Part D.
	  	 Required Minimum Distribution

	 	  	 1.
	  	 Required Beginning Date. Effective the first day of the
    1999     (enter year) Plan Year, the definition of Required Beginning Date with respect to this Plan was amended to (select one):

	 	  	 	  	 Option 1:     ̈    the April 1 of the calendar year following the calendar year in which a Participant attains age 701⁄2.

	 	  	 	  	 Option 2:     ̈    the April 1 of the calendar year following the calendar year in which a Participant attains age 701⁄2, except that distributions to
a
                             Participant (other than a five-percent owner) with respect to
benefits accrued after the later of the adoption or effective date of this
                             amendment to the Plan must commence by the later of the April 1
of the calendar year following the calendar year in which the
                             Participant attains age 701⁄2 or retires.

	 	  	 	  	 Option 3:    þ    the
later of the April 1 of the calendar year following the calendar year in which the Participant attains age 701⁄2 or retires except that
                             distributions to a five-percent owner must commence by the April
1 of the calendar year following the calendar year in which the
                             Participant attains age 701⁄2.
  

	 	  	 	  	 NOTE: If no Option is selected, Option 3 shall be deemed to be selected. If Option 3 is
selected, complete item 2 below. If either item 1 or item 2 above is selected, skip item 2 below and proceed to Part E below.
  

	 	  	 2.
	  	 Transition Rules. To facilitate the amendment to the definition of Required Beginning Date, one or
more of the following options must be selected if Option 3, item 1, above was selected. Option 3, below, must be selected to the extent that there would have been an elimination of a preretirement are 701⁄2 distribution option for Employees older
than those listed in item 1 above.

	 	  	 	  	 Option 1:    þ    Any
Participant who attained age 701⁄2 in years after 1995 was permitted to defer distributions until the calendar year following the
                             calendar year in which the Participant
retired.

	 	  	 	  	 Option 2:    þ    Any
Participant attaining age 701⁄2 in years prior to 1997 was permitted to stop distributions and recommence by the April 1 of the
                             calendar year following the year in which the Participant
retires. With respect to such Participants, there is (select one):
                             Suboption (a):    þ    a new annuity starting date upon recommencement, or
                             Suboption (b):     ̈    no new annuity starting date upon recommencement.

	 	  	 	  	 Option 3:    þ    The
preretirement age 701⁄2 distribution option was only eliminated with respect to Employees who reached age 701⁄2 in or after a
                             calendar year that begins after the later of December 31, 1998,
or the adoption date of this amendment.
  

	 	  	 	  	 NOTE: If no option is selected, Options 1, 2 and 3 shall be deemed to be selected. If Option 2
is selected or deemed selected and neither Suboption (a) nor Suboption (b) is selected, Suboption (b) shall be deemed to be selected.
  

	 	  	 3.
 

	  	 Calculations. For purposes of determining a Participant’s required minimum distribution, in
what calendar year did the Employer adopt the 2001 proposed regulations under Section 401(a)(9) of the Code?
  ̈ 2001    þ 2002     ̈ Not Applicable
  

	 	  	 	  	 NOTE: If a box is not selected under item 3 above, 2001 shall be deemed to be
selected.
  

	 Part E.
 

	  	 Annual Additions Testing
 The 1.0 test described in Section 415(e) of the Code did not apply for Plan Years beginning on or after January 1, 2000. In addition, the Plan did not apply the rule requiring adjustment of the $30,000
annual additions limit to one-fourth of the defined benefit limit for Plan Years beginning after January 1, 1995.
  

	 Part F.
 

	  	 Family Aggregation
 The family aggregation rules with respect to coverage and nondiscrimination tests and allocations of Employer Contributions to the Plan did not apply for Plan Years beginning on or after January 1,
1997.
  

	 Part G.
	  	 Compensation
 The definition of Compensation with respect to annual additions testing under Section 415 of the Code was amended to gross Compensation for Plan Years beginning on or after January 1, 1998.