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Exhibit 10.5.1    
    


 
 

THE SPORTS AUTHORITY
  401(k) RETIREMENT PLAN
  January 1, 2004 Restatement    
    








   TABLE OF CONTENTS  



	 	 	PREAMBLE	 	 
	

 	
 	

ARTICLE I

DEFINITIONS	
 	

 
	

1.1	
 	

Plan Definitions	
 	

1
	1.2	 	Interpretation	 	6
	

 	
 	

ARTICLE II

SERVICE	
 	

 
	

2.1	
 	

Special Definitions	
 	

6
	2.2	 	Crediting of Hours of Service	 	7
	2.3	 	Limitations on Crediting of Hours of Service	 	8
	2.4	 	Department of Labor Rules	 	8
	2.5	 	Crediting of Continuous Service	 	9
	2.6	 	Eligibility Service	 	9
	2.7	 	Years of Vesting Service	 	9
	2.8	 	Crediting of Hours of Service with Respect to Short Computation Periods	 	9
	2.9	 	Crediting of Service on Transfer or Amendment	 	9
	2.10	 	Crediting of Service to Leased Employees	 	10
	

 	
 	

ARTICLE III

ELIGIBILITY	
 	

 
	

3.1	
 	

Eligibility	
 	

10
	3.2	 	Transfers of Employment	 	10
	3.3	 	Reemployment	 	11
	3.4	 	Notification Concerning New Eligible Employees	 	11
	3.5	 	Effect and Duration	 	11
	

 	
 	

ARTICLE IV

TAX-DEFERRED CONTRIBUTIONS	
 	

 
	

4.1	
 	

Tax-Deferred Contributions	
 	

11
	4.2	 	Amount of Tax-Deferred Contributions	 	11
	4.3	 	Amendments to Reduction Authorization	 	11
	4.4	 	Suspension of Tax-Deferred Contributions	 	12
	4.5	 	Resumption of Tax-Deferred Contributions	 	12
	4.6	 	Delivery of Tax-Deferred Contributions	 	12
	4.7	 	Vesting of Tax-Deferred Contributions	 	12
	

 	
 	

ARTICLE V

AFTER-TAX AND ROLLOVER CONTRIBUTIONS	
 	

 
	

5.1	
 	

Prior After-Tax Contributions	
 	

12
	5.2	 	Rollover Contributions	 	12
	5.3	 	Vesting of After-Tax and Rollover Contributions	 	13
	 	 	 	 	 





i







 

	

 	
 	

ARTICLE VI

EMPLOYER CONTRIBUTIONS	
 	

 
	

6.1	
 	

Contribution Period	
 	

13
	6.2	 	Qualified Nonelective Contributions	 	13
	6.3	 	Allocation of Qualified Nonelective Contributions	 	13
	6.4	 	Amount and Allocation of Regular Matching Contributions	 	14
	6.5	 	Additional Discretionary Matching Contributions	 	14
	6.6	 	Verification of Amount of Employer Contributions by the Sponsor	 	14
	6.7	 	Payment of Employer Contributions	 	14
	6.8	 	Allocation Requirements for Employer Contributions	 	15
	6.9	 	Vesting of Employer Contributions	 	15
	6.10	 	Election of Former Vesting Schedule	 	15
	6.11	 	Forfeitures to Reduce Employer Contributions	 	16
	

 	
 	

ARTICLE VII

LIMITATIONS ON CONTRIBUTIONS	
 	

 
	

7.1	
 	

Definitions	
 	

16
	7.2	 	Code Section 402(g) Limit	 	18
	7.3	 	Distribution of Excess Deferrals	 	19
	7.4	 	Limitation on Tax-Deferred Contributions of Highly Compensated Employees	 	19
	7.5	 	Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees	 	20
	7.6	 	Distribution of Excess Tax-Deferred Contributions	 	21
	7.7	 	Limitation on Matching Contributions of Highly Compensated Employees	 	21
	7.8	 	Determination and Allocation of Excess Matching Contributions Among Highly Compensated Employees	 	22
	7.9	 	Forfeiture or Distribution of Excess Contributions	 	23
	7.10	 	Treatment of Forfeited Matching Contributions	 	23
	7.11	 	Determination of Income or Loss	 	23
	7.12	 	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	 	24
	7.13	 	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan	 	24
	7.14	 	Scope of Limitations	 	25
	

 	
 	

ARTICLE VIII

TRUST FUNDS AND ACCOUNTS	
 	

 
	

8.1	
 	

General Fund	
 	

25
	8.2	 	Investment Funds	 	25
	8.3	 	Loan Investment Fund	 	25
	8.4	 	Income on Trust	 	25
	8.5	 	Accounts	 	25
	8.6	 	Sub-Accounts	 	26
	

 	
 	

ARTICLE IX

LIFE INSURANCE CONTRACTS	
 	

 
	

9.1	
 	

No Life Insurance Contracts	
 	

26
	 	 	 	 	 



ii







 

	

 	
 	

ARTICLE X

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS	
 	

 
	

10.1	
 	

Future Contribution Investment Elections	
 	

26
	10.2	 	Deposit of Contributions	 	26
	10.3	 	Election to Transfer Between Funds	 	26
	10.4	 	404(c) Protection	 	26
	

 	
 	

ARTICLE XI

CREDITING AND VALUING ACCOUNTS	
 	

 
	

11.1	
 	

Crediting Accounts	
 	

27
	11.2	 	Valuing Accounts	 	27
	11.3	 	Plan Valuation Procedures	 	27
	11.4	 	Finality of Determinations	 	27
	11.5	 	Notification	 	28
	

 	
 	

ARTICLE XII

LOANS	
 	

 
	

12.1	
 	

Application for Loan	
 	

28
	12.2	 	Reduction of Account Upon Distribution	 	28
	12.3	 	Requirements to Prevent a Taxable Distribution	 	28
	12.4	 	Administration of Loan Investment Fund	 	30
	12.5	 	Default	 	30
	12.6	 	Deemed Distribution Under Code Section 72(p)	 	30
	12.7	 	Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)	 	30
	12.8	 	Special Rules Applicable to Loans	 	31
	12.9	 	Loans Granted Prior to Amendment	 	31
	

 	
 	

ARTICLE XIII

WITHDRAWALS WHILE EMPLOYED	
 	

 
	

13.1	
 	

Non-Hardship Withdrawals of After-Tax Contributions	
 	

32
	13.2	 	Non-Hardship Withdrawals of Rollover Contributions	 	32
	13.3	 	Age 591/2 Withdrawals	 	32
	13.4	 	Non-Hardship Withdrawals of Employer Contributions	 	32
	13.5	 	Overall Limitations on Non-Hardship Withdrawals	 	32
	13.6	 	Hardship Withdrawals	 	33
	13.7	 	Hardship Determination	 	33
	13.8	 	Satisfaction of Necessity Requirement for Hardship Withdrawals	 	33
	13.9	 	Conditions and Limitations on Hardship Withdrawals	 	34
	13.10	 	Order of Withdrawal from a Participant's Sub-Accounts	 	34
	

 	
 	

ARTICLE XIV

TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE	
 	

 
	

14.1	
 	

Termination of Employment and Settlement Date	
 	

34
	14.2	 	Separate Accounting for Non-Vested Amounts	 	34
	14.3	 	Disposition of Non-Vested Amounts	 	35
	14.4	 	Treatment of Forfeited Amounts	 	36
	14.5	 	Recrediting of Forfeited Amounts	 	36
	 	 	 	 	 





iii







 

	

 	
 	

ARTICLE XV

DISTRIBUTIONS	
 	

 
	

15.1	
 	

Distributions to Participants	
 	

36
	15.2	 	Partial Distributions to Retired or Terminated Participants	 	37
	15.3	 	Distributions to Beneficiaries	 	37
	15.4	 	Cash Outs and Participant Consent	 	37
	15.5	 	Required Commencement of Distribution	 	37
	15.6	 	Reemployment of a Participant	 	38
	15.7	 	Restrictions on Alienation	 	38
	15.8	 	Facility of Payment	 	38
	15.9	 	Inability to Locate Payee	 	38
	15.10	 	Distribution Pursuant to Qualified Domestic Relations Orders	 	38
	

 	
 	

ARTICLE XVI

FORM OF PAYMENT	
 	

 
	

16.1	
 	

Form of Payment	
 	

39
	16.2	 	Direct Rollover	 	39
	16.3	 	Notice Regarding Forms of Payment	 	39
	16.4	 	Distribution in the Form of Employer Stock	 	40
	16.5	 	Elimination of Optional Forms of Payment	 	40
	

 	
 	

ARTICLE XVII

BENEFICIARIES	
 	

 
	

17.1	
 	

Designation of Beneficiary	
 	

40
	17.2	 	Spousal Consent Requirements	 	40
	

 	
 	

ARTICLE XVIII

ADMINISTRATION	
 	

 
	

18.1	
 	

Authority of the Sponsor	
 	

41
	18.2	 	Discretionary Authority	 	41
	18.3	 	Action of the Sponsor	 	41
	18.4	 	Claims Review Procedure	 	41
	18.5	 	Qualified Domestic Relations Orders	 	42
	18.6	 	Indemnification	 	43
	18.7	 	Actions Binding	 	43
	

 	
 	

ARTICLE XIX

AMENDMENT AND TERMINATION	
 	

 
	

19.1	
 	

Amendment	
 	

43
	19.2	 	Limitation on Amendment	 	43
	19.3	 	Termination	 	43
	19.4	 	Reorganization	 	44
	19.5	 	Withdrawal of an Employer	 	45
	

 	
 	

ARTICLE XX

ADOPTION BY OTHER ENTITIES	
 	

 
	

20.1	
 	

Adoption by Related Companies	
 	

45
	20.2	 	Effective Plan Provisions	 	45
	 	 	 	 	 



iv







 

	

 	
 	

ARTICLE XXI

MISCELLANEOUS PROVISIONS	
 	

 
	

21.1	
 	

No Commitment as to Employment	
 	

45
	21.2	 	Benefits	 	45
	21.3	 	No Guarantees	 	46
	21.4	 	Expenses	 	46
	21.5	 	Precedent	 	46
	21.6	 	Duty to Furnish Information	 	46
	21.7	 	Merger, Consolidation, or Transfer of Plan Assets	 	46
	21.8	 	Back Pay Awards	 	46
	21.9	 	Condition on Employer Contributions	 	47
	21.10	 	Return of Contributions to an Employer	 	47
	21.11	 	Validity of Plan	 	47
	21.12	 	Trust Agreement	 	47
	21.13	 	Parties Bound	 	47
	21.14	 	Application of Certain Plan Provisions	 	47
	21.15	 	Merged Plans	 	48
	21.16	 	Transferred Funds	 	48
	21.17	 	Veterans Reemployment Rights	 	48
	21.18	 	Delivery of Cash Amounts	 	48
	21.19	 	Written Communications	 	48
	

 	
 	

ARTICLE XXII

TOP-HEAVY PROVISIONS	
 	

 
	

22.1	
 	

Definitions	
 	

48
	22.2	 	Applicability	 	50
	22.3	 	Minimum Employer Contribution	 	50
	22.4	 	Accelerated Vesting	 	51
	

 	
 	

APPENDIX	
 	

 
	

 	
 	

SECTION I

DEFINITIONS	
 	

 
	

1.3	
 	

Definitions	
 	

53
	

 	
 	

SECTION II

GENERAL RULES	
 	

 
	

2.11	
 	

Effective Date	
 	

53
	2.12	 	Precedence	 	53
	2.13	 	Requirements of Treasury Regulations Incorporated	 	54
	

 	
 	

SECTION III

TIME AND MANNER OF DISTRIBUTION	
 	

 
	

3.6	
 	

Required Beginning Date	
 	

54
	3.7	 	Death of Participant Before Distributions Begin	 	54
	3.8	 	Forms of Distribution	 	54
	 	 	 	 	 





v







 

	

 	
 	

SECTION IV

REQUIRED MINIMUM DISTRIBUTIONS

DURING PARTICIPANT'S LIFETIME	
 	

 
	

4.8	
 	

Amount of Required Minimum Distribution For Each Distribution Calendar Year	
 	

55
	4.9	 	Lifetime Required Minimum Distributions Continue Through Year of Participant's Death	 	55
	

 	
 	

SECTION V

REQUIRED MINIMUM DISTRIBUTIONS

AFTER PARTICIPANT'S DEATH	
 	

 
	

5.4	
 	

Death On or After Date Distributions Begin	
 	

55
	5.5	 	Death Before Date Distributions Begin	 	56




vi








   PREAMBLE  


        The Sports Authority 401(k) Retirement Plan, originally effective as of December 1, 1994, is hereby amended and restated in its entirety. This
amendment and restatement shall be effective as of January 1, 2004. The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Code Section 401(a),
and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The Plan is maintained for the exclusive benefit of eligible employees and their
beneficiaries. 


        Notwithstanding
any other provision of the Plan to the contrary, a Participant's vested interest in his Account under the Plan on and after the effective date of this amendment and
restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date. Any provision of the Plan that restricted or limited withdrawals, loans, or
other distributions, or otherwise required separate accounting with respect to any portion of a Participant's Account immediately prior to the later of the effective date of this amendment and
restatement or the date this amendment and restatement is adopted and the elimination of which would adversely affect the qualification of the Plan under Code Section 401(a) shall
continue in effect with respect to such portion of the Participant's Account as if fully set forth in this amendment and restatement. 


        Any
sample amendment adopted by the Sponsor prior to this amendment and restatement for purposes of complying with EGTRRA shall continue in effect after this amendment and restatement. 


        Effective
as of January 1, 2004 (the "merger date"), the Gart Sports Company Retirement Savings Plan (the "merged plan") is merged into and made a part of the Plan. All assets and
liabilities of the "merged plan" are transferred to and made a part of the Plan. Each Employee who was eligible to participate in the "merged plan" immediately prior to the "merger date" shall
continue to be eligible to participate in the Plan on and after the "merger date". In no event shall a Participant's vested interest in his Sub-Account attributable to amounts transferred
to the Plan from the "merged plan" (his "transferee Sub-Account") on and after the "merger date" be less than his vested interest in his account under the "merged plan" immediately prior
to the "merger date". Notwithstanding any other provision of the Plan to the contrary, a Participant's service credited for eligibility and vesting purposes under the "merged plan" as of the "merger
date", if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. 


ARTICLE I

DEFINITIONS  


1.1   Plan Definitions  


        As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context: 



        An
"Account" means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any
Sub-Accounts maintained thereunder, as provided in Article VIII. 


        An
"Additional Discretionary Matching Contribution" means any Matching Contribution made to the Plan at an Employer's discretion in
addition to the Employer's Regular Matching Contribution as provided in Article VI. 


        The
"Administrator" means the Sponsor unless the Sponsor designates another person or persons to act as such. 



        An
"After-Tax Contribution" means any after-tax employee contribution made by a Participant to the Plan as may be
permitted under Article V or as may have been permitted under the terms of the 


1







 



Plan
prior to this amendment and restatement or any after-tax employee contribution made by a Participant to another plan that is transferred directly to the Plan. 


        The
"Beneficiary" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder
in the event the Participant dies before receiving distribution of his entire interest under the Plan. 


        A
Participant's "Benefit Payment Date" means the first day on which all events have occurred which entitle the Participant to receive
payment of his benefit. 


        A
"Break in Service" means any "computation period" (as defined in Section 2.1 for purposes of determining years of Vesting
Service) during which a person completes fewer than 501 Hours of Service except that no person shall incur a Break in Service solely by reason of temporary absence from work not exceeding
12 months resulting from illness, layoff, or other cause if authorized in advance by an Employer or a Related Company pursuant to its uniform leave policy, if his employment shall not otherwise
be terminated during the period of such absence. 


        The
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section includes such
section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section. 



        The
"Compensation" of a Participant for any period means the wages as defined in Code Section 3401(a), determined without regard to
any rules that limit compensation included in wages based on the nature or location of the employment or services performed, and all other payments made to him for such period for services as an
Employee for which his Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2 earnings),
but excluding moving expenses incurred by the Participant to the extent that at the time of payment it is reasonable to believe that such amounts are deductible by the Participant under Code
Section 217. 


        Notwithstanding
the foregoing, Compensation shall not include the following: 



	•
	bonuses.



	•
	commissions.



	•
	travel
reimbursements, company auto expense and specific taxable incentive gifts. 




        In
addition to the foregoing, Compensation includes any amount that would have been included in the foregoing description, but for the Participant's election to defer payment of such
amount under Code
Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) and certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit and treated
as employer contributions. Effective for Plan Years beginning on and after January 1, 2001, Compensation shall also include any amount that is not included in the Participant's taxable gross
income pursuant to Code Section 132(f). 


        In
no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code
Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such
calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above
shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of
full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under 


2







 



the
Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months. 



        A
"Contribution Period" means the period specified in Article VI for which Employer Contributions shall be made. 


        "Disabled" means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is
likely to result in death or is expected to continue for a period of at least six months. A Participant shall be considered Disabled only if the Administrator determines he is Disabled based on
a written certificate of a physician acceptable to it. 


        An
"Eligible Employee" means any Employee who has met the eligibility requirements of Article III to participate in the Plan. 


        The
"Eligibility Service" of an employee means the period or periods of service credited to him under the provisions of Article II
for purposes of determining his eligibility to participate in the Plan as may be required under Article III. 


        An
"Employee" means any person who is classified by an Employer, in accordance with its payroll records, as an employee of the Employer,
other than any such person who is either (i) covered by a collective bargaining agreement that does not specifically provide for coverage under the Plan or (ii) a nonresident alien who
does not receive United States source income. Any individual who is not treated by an Employer as a common law employee of the Employer shall be excluded from Plan participation
even if a court or administrative agency determines that such individual is a common law employee and not an independent contractor. 


        An
"Employer" means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX, including Authority
International; The Sports Authority Michigan, Inc.; and The Sports Authority Florida, Inc. 



        An
"Employer Contribution" means the amount, if any, that an Employer contributes to the Plan as may be provided under Article VI
or Article XXII. 


        An
"Enrollment Date" means the first day of each calendar month. 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA
includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section. 



        The
"General Fund" means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not
allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate
Investment Funds. 


        A
"Highly Compensated Employee" means any Employee or former Employee who is a "highly compensated active employee" or a "highly
compensated former employee" as defined hereunder. 


        A
"highly compensated active employee" includes any Employee who performs services for an Employer or any Related Company during the Plan Year and who (i) was a five percent owner
at any time during the Plan Year or the "look back year" or (ii) received "compensation" from the Employers and Related Companies during the "look back year" in excess of $80,000 (subject to
adjustment annually at the same time and in the same manner as under Code Section 415(d)) and was in the top paid group of employees for the "look back year". An Employee is in the top paid
group of employees if he is in the top 20 percent of the employees of his Employer and all Related Companies when ranked on the basis of "compensation" paid during the "look back year". 


3







 



        A
"highly compensated former employee" includes any Employee who (1) separated from service from an Employer and all Related Companies (or is deemed to have separated from service
from an Employer and all Related Companies) prior to the Plan Year, (2) performed no services for an Employer or any Related Company during the Plan Year, and (3) was a "highly
compensated active employee" for either the separation year or any Plan Year ending on or after the date the Employee attains age 55, as determined under the rules in effect under Code
Section 414(q) for such year. 


        The
determination of who is a Highly Compensated Employee hereunder, including determinations as to the number and identity of employees in the top paid group, shall be made in
accordance with the provisions of Code Section 414(q) and regulations issued thereunder. 


        For
purposes of this definition, the following terms have the following meanings: 



        (a)   An
employee's "compensation" means compensation as defined in Code Section 415(c)(3) and regulations issued thereunder. 


        (b)   The
"look back year" means the 12-month period immediately preceding the Plan Year. 




        An
"Hour of Service" with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of
Article II. 


        An
"Investment Fund" means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust
Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated
and separately invested. 


        A
"Matching Contribution" means any Employer Contribution made to the Plan on account of a Participant's Tax-Deferred
Contributions as provided in Article VI, including Regular Matching Contributions and Additional Discretionary Matching Contributions. 


        The
"Normal Retirement Date" of an employee means the date he attains age 65. 


        A
"Participant" means any person who has an Account in the Trust. 


        The
"Plan" means the Sports Authority 401(k) Retirement Plan, as from time to time in effect. 


        A
"Plan Year" means the 12-consecutive-month period ending each December 31. 



        A
"Predecessor Employer" means any company that is a predecessor organization to an Employer under the Code. In addition, a Predecessor
Employer includes the following: Casey Sporting Goods Co., Dave Cook Sporting Goods Co., Sportsmart, Inc., Oshman's Sporting Goods, Inc., Gart Sports Company, and Kmart Corporation. 


        "Prior Employer Contributions" means that portion of a Participant's Account that are attributable to employer contributions made on his
behalf prior to January 1, 2003. 


        "Prior Nonelective Contributions" means the portion of a Participant's Account that is attributable to nonelective contributions made by
the Employer on his behalf prior to January 1, 2004. 


        "Prior Safe Harbor Contributions" means the portion of a Participant's Account that is attributable to safe harbor contributions made on
his behalf prior to January 1, 2004. 


        A
"Qualified Nonelective Contribution" means any Employer Contribution made to the Plan as provided in Article VI that is
100 percent vested when made and may be taken into account to satisfy the limitations on Tax-Deferred Contributions and/or Matching Contributions made by or on behalf of Highly
Compensated Employees under Article VII. 


        A
"Regular Matching Contribution" means any Matching Contribution made to the Plan at the rate specified in Article VI, other than
an Additional Discretionary Matching Contribution. 


4







 



        A
"Related Company" means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant
purpose under Code Section 414. 


        A
Participant's "Required Beginning Date" means the following: 



        (a)   for
a Participant who is not a "five percent owner", April 1 of the calendar year following the calendar year in which occurs the later of the Participant's
(i) attainment of age 701/2 or (ii) Settlement Date. 



        (b)   for
a Participant who is a "five percent owner", April 1 of the calendar year following the calendar year in which the Participant attains age
701/2. 




        A
Participant is a "five percent owner" if he is a five percent owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416, but
without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the Participant attains age 701/2. The Required Beginning
Date of a Participant who is a "five percent owner" hereunder shall not be redetermined if the Participant ceases to be a five percent owner as defined in Code Section 416(i) with
respect to any subsequent Plan Year. 


        A
"Rollover Contribution" means any rollover contribution to the Plan made by a Participant as may be permitted under Article V. 


        The
"Settlement Date" of a Participant means the date on which a Participant's interest under the Plan becomes distributable in accordance
with Article XV. 


        The
"Sponsor" means The Sports Authority, Inc., and any successor thereto. 


        A
"Sub-Account" means any of the individual sub-accounts of a Participant's Account that is maintained as provided
in Article VIII. 


        A
"Tax-Deferred Contribution" means the amount contributed to the Plan on a Participant's behalf by his Employer in accordance
with Article IV. 


        The
"Trust" means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the Trust
Agreement. 


        The
"Trust Agreement" means any agreement or agreements entered into between the Sponsor and the Trustee relating to the holding,
investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account, an annuity contract, or an insurance
contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that
it is not a trust, constitute a qualified trust under Code Section 401. 


        The
"Trustee" means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust
Agreement and shall include any insurance company that issues an annuity or insurance contract pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust
Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in ERISA
Section 405(c)(3), and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall
include any delegate of the Trustee as may be provided in the Trust Agreement. 


        A
"Trust Fund" means any fund maintained under the Trust by the Trustee. 


        A
"Valuation Date" means the date or dates designated by the Sponsor and communicated in writing to the Trustee for the purpose of valuing
the General Fund and each Investment Fund and adjusting Accounts and Sub-Accounts hereunder, which dates need not be uniform with respect to the General Fund, each Investment Fund,
Account, or Sub-Account; provided, however, that the General 


5







 



Fund
and each Investment Fund shall be valued and each Account and Sub-Account shall be adjusted no less often than once annually. 


        The
"Vesting Service" of an employee means the period or periods of service credited to him under the provisions of Article II for
purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either Article VI or Article XXII. 


1.2   Interpretation  


        Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the
masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular. 


ARTICLE II

SERVICE  


2.1   Special Definitions  


        For purposes of this Article, the following terms have the following meanings. 


        A
"computation period" for purposes of determining an employee's years of Vesting Service means each Plan Year; provided, however,
that if an employee first completed an Hour of Service prior to the effective date of the Plan, a Plan Year shall not mean any short Plan Year beginning on the effective date of the Plan, if any, but
shall mean any 12-consecutive-month period beginning before the effective date of the Plan that would have been a Plan Year if the Plan had been in effect. 


        The
"continuous service" of an employee means the continuous service credited to him in accordance with the provisions of this Article. 


        The
"employment commencement date" of an employee means the date he first completes an Hour of Service. 


        A
"maternity/paternity absence" means a person's absence from employment with an Employer or a Related Company because of the person's
pregnancy, the birth of the person's child, the placement of a child with the person in connection with the person's adoption of the child, or the caring for the person's child immediately following
the child's birth or adoption. A person's absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may
reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose. 


        The
"reemployment commencement date" of an employee means the first date following a "severance date" on which he again completes an Hour
of Service. 


        The
"severance date" of an employee means the earlier of (i) the date on which he retires, dies, or his employment with all
Employers and Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with all Employers and Related Companies
for any other reason; provided, however, that if he terminates employment with or is absent from work with all Employers and Related Companies on account of service with the armed forces of the United
States, he shall not incur a "severance date" if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an
Employer or a Related Company within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his "severance date" shall be the earlier of
the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights; and provided, further, that if an employee is 


6







 



on
a "maternity/paternity absence" beyond the first anniversary of the first day of such absence, he shall not incur a "severance date" if he returns to employment before the second anniversary of the
first day of such absence but, if he does not return within such period, his "severance date" shall be the second anniversary of the first date of such "maternity/paternity absence"; and provided,
further, that if an employee is on a paid leave of absence beyond the first anniversary of the first day of such absence, he shall not incur a "severance date" if he returns to employment before the
second anniversary of the first day of such absence but, if he does not return within such period, his "severance date" shall be the first anniversary of the first date of such paid leave of absence. 


2.2   Crediting of Hours of Service  


        A person shall be credited with an Hour of Service for: 



	(a)
	Each
hour for which he is paid, or entitled to payment, for the performance of duties for an Employer, a Predecessor Employer, or a Related Company during the applicable period;
provided, however, that hours compensated at a premium rate shall be treated as straight-time hours.



	(b)
	Subject
to the provisions of Section 2.3, each hour for which he is paid, or entitled to payment, by an Employer, a Predecessor Employer, or a Related Company on account of a
period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability),
lay-off, jury duty, military duty, or leave of absence.



	(c)
	Each
hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related Company during the period that he is absent from work because of service
with the armed forces of the United States provided he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and returns to work with an
Employer or a Related Company within the period during which he retains such reemployment rights; provided, however, that the same Hour of Service shall not be credited under
paragraph (b) of this Section and under this paragraph (c).



	(d)
	Each
hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and
provided, further, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in such paragraph (b) shall be subject to the limitations
set forth therein and in Section 2.3.



	(e)
	Solely
for purposes of determining whether a person who is on a "maternity/paternity absence" has incurred a Break in Service for a "computation period", Hours of Service shall
include those hours with which such person would otherwise have been credited but for such "maternity/paternity absence", or shall include eight Hours of Service for each day of
"maternity/paternity absence" if the actual hours to be credited cannot be determined; except that not more than the minimum number of hours required to prevent a Break in Service shall
be credited by reason of any "maternity/paternity absence"; provided, however, that any hours included as Hours of Service pursuant to this paragraph shall be credited to the "computation
period" in which the absence from employment begins, if such person otherwise would incur a Break in Service in such "computation period", or, in any other case, to the immediately following
"computation period". 



7













  



	(f)
	Solely
for purposes of determining whether he has incurred a Break in Service, each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a
Related Company during the period of time that he is absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that Hours of Service
shall not be credited to an employee under this paragraph if the employee fails to return to employment with an Employer or a Related Company following such leave. 




        Except
as otherwise specifically provided with respect to Predecessor Employers, Hours of Service shall not be credited for employment with a corporation or business prior to the date
such corporation or business becomes a Related Company. 


        Notwithstanding
the foregoing, for calendar years prior to January 1, 1995 and solely with respect to any Participant as of December 1, 1994, employment with Kmart
Corporation shall be considered employment with an Employer for Vesting purposes under the Plan by: 



	(i)
	crediting
the Participant with one year of Vesting Service for the year in which he first completed an hour for which he was paid or entitled to payment by Kmart Corporation if such
hour was completed prior to August 1 of that year; and



	(ii)
	crediting
that Participant with one year of Vesting Service for each subsequent calendar year through December 31, 1994 if he was employed by Kmart during that calendar year. 




        Effective
August 4, 2003, employment with the Sports Authority, Inc. (formerly known as Gart Sports Company), shall be treated as employment with an Employer. 


2.3   Limitations on Crediting of Hours of Service  


        In the application of the provisions of paragraph (b) of Section 2.2, the following shall apply: 



	(a)
	An
hour for which a person is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited to him if such
payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws.



	(b)
	Hours
of Service shall not be credited with respect to a payment which solely reimburses a person for medical or medically-related expenses incurred by him.



	(c)
	A
payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Company (i) regardless of whether such payment is made by or due from such
employer directly or indirectly, through (among others) a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether contributions made or due
to such trust fund, insurer, or other entity are for the benefit of particular persons or are on behalf of a group of persons in the aggregate.



	(d)
	No
more than 501 Hours of Service shall be credited to a person on account of any single continuous period during which he performs no duties (whether or not such period occurs in a
single "computation period"), unless no duties are performed due to service with the armed forces of the United States for which the person retains reemployment rights as provided in
paragraph (c) of Section 2.2 or because of approved leaves of absence of up to two years. 




2.4   Department of Labor Rules  


        The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which relate to determining
Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service to particular periods, are hereby incorporated into the Plan by reference. 


8







 



2.5   Crediting of Continuous Service  


        A person shall be credited with "continuous service" for the aggregate of the periods of time between his "employment commencement date" or any "reemployment
commencement date" and the "severance date" that next follows such "employment commencement date" or "reemployment commencement date"; provided, however, that an employee who has a "reemployment
commencement date" within the 12-consecutive-month period following the earlier of the first date of his absence or his "severance date" shall be credited with "continuous service" for the
period between his "severance date" and "reemployment commencement date". 



2.6   Eligibility Service  


        An employee shall be credited with Eligibility Service equal to his "continuous service". Eligibility Service shall be computed in full months treating
each calendar month or portion of a calendar month in which an employee is credited with "continuous service" as a month of Eligibility Service. 


2.7   Years of Vesting Service  


        An employee shall be credited with a year of Vesting Service for each "computation period" during which he completes at least 1,000 Hours of Service. 



2.8   Crediting of Hours of Service with Respect to Short Computation Periods  


        The following provisions shall apply with respect to crediting Hours of Service with respect to any short "computation period": 



	(a)
	For
purposes of this Article, the following terms have the following meanings:



	(i)
	An
"old computation period" means any "computation period" that ends immediately prior to a change in the "computation period".



	(ii)
	A
"short computation period" means any "computation period" of fewer than 12 consecutive months.






	(b)
	Notwithstanding
any other provision of the Plan to the contrary, no person shall incur a Break in Service for a short "computation period" solely because of such short "computation
period".



	(c)
	For
purposes of determining the years of Vesting Service to be credited to an Employee, a "computation period" shall not include the "short computation period", but if an
Employee completes at least 1,000 Hours of Service in the 12-consecutive-month period beginning on the first day of the "short computation period", such Employee shall be credited with a
year of Vesting Service for such 12-consecutive-month period. 




2.9   Crediting of Service on Transfer or Amendment  


        Notwithstanding any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an
Employer or a Related Company for which service for purposes of eligibility to participate is credited based on Hours of Service and computation periods in accordance with Department of Labor
Regulations Section 2530.200 through 2530.203 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service for purposes of eligibility to participate
on the basis of Hours of Service and computation periods in accordance with Department of Labor Regulations Section 2530.200 through 2530.203, an affected Employee shall be credited with
Eligibility Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1). 


9







 



        In
addition, notwithstanding any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer or a
Related Company for which service for purposes of vesting is credited based on elapsed time in accordance with Treasury Regulations Section 1.410(a)-7 to employment covered under
the Plan or, prior to amendment, the Plan provided for crediting of service for purposes of vesting on the basis of
elapsed time in accordance with Treasury Regulations Section 1.410(a)-7, an affected Employee shall be credited with Vesting Service hereunder as provided in Treasury Regulations
Section 1.410(a)-7(f)(1). 


2.10 Crediting of Service to Leased Employees  


        Notwithstanding any other provision of the Plan to the contrary, a "leased employee" working for an Employer or a Related Company (other than an "excludable
leased employee") shall be considered an employee of such Employer or Related Company for purposes of Eligibility and Vesting Service crediting under the Plan, but shall not be eligible to participate
in the Plan. Such "leased employee" shall also be considered an employee of such Employer or Related Company for purposes of applying Code Sections 401(a)(3), (4), (7), and (16), and 408(k),
415, and 416. 


        A
"leased employee" means any person who performs services for an Employer or a Related Company (the "recipient") (other than an employee of the "recipient") pursuant to an agreement
between the "recipient" and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year, provided that such services are performed
under primary direction of or control by the "recipient". An "excludable leased employee" means any "leased employee" of the "recipient" who is covered by a money purchase pension plan maintained by
the "leasing organization" which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation, (ii) full
and immediate vesting, and (iii) immediate participation by employees of the "leasing organization" (other than employees who perform substantially all of their services for the "leasing
organization" or whose compensation from the "leasing organization" in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that
"leased employees" do not constitute more than 20 percent of the "recipient's" nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a "leased
employee" by the "leasing organization" that are attributable to services performed for the "recipient" shall be treated as provided by the "recipient". 


ARTICLE III

ELIGIBILITY  


3.1   Eligibility  


        Each Employee who was an Eligible Employee immediately prior to January 1, 2004 shall continue to be an Eligible Employee on January 1, 2004. Each
other Employee shall become an Eligible Employee
as of the Enrollment Date coinciding with or next following the date on which he has both attained age 21 and completed 1/4 year of Eligibility Service. 


3.2   Transfers of Employment  


        If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an
Employee, he shall become an Eligible Employee as of the date he is so transferred if prior to an Enrollment Date coinciding with or preceding such transfer date he has met the eligibility
requirements of Section 3.1. Otherwise, the eligibility of a person who is so transferred to participate in the Plan shall be determined in accordance with Section 3.1. 


10







 



3.3   Reemployment  


        If a person who terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his
termination of employment, he shall again become an Eligible Employee on the date he is reemployed. Otherwise, the eligibility of a person who terminated employment with an Employer and all Related
Companies and who is reemployed by an Employer or a Related Company to participate in the Plan shall be determined in accordance with Section 3.1 or 3.2. 


3.4   Notification Concerning New Eligible Employees  


        Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date. 



3.5   Effect and Duration  


        Upon becoming an Eligible Employee, an Employee shall be entitled to make Tax-Deferred Contributions to the Plan in accordance with the provisions of
Article IV and receive allocations of Employer Contributions in accordance with the provisions of Article VI (provided he meets any applicable requirements thereunder) and shall be bound
by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to make Tax-Deferred Contributions to the Plan and to
participate in allocations of Employer Contributions only so long as he continues employment as an Employee. 


ARTICLE IV

TAX-DEFERRED CONTRIBUTIONS  


4.1   Tax-Deferred Contributions  


        Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to have
Tax-Deferred Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee's election shall include his authorization for his Employer to
reduce his Compensation and to make Tax-Deferred Contributions on his behalf. An Eligible Employee who elects not to have Tax-Deferred Contributions made to the Plan as of the
first Enrollment Date he becomes eligible to participate may change his election by amending his reduction authorization as prescribed in this Article. 


        Tax-Deferred
Contributions on behalf of an Eligible Employee shall commence as soon as administratively practicable on or after the date on which his election is effective. 


4.2   Amount of Tax-Deferred Contributions  


        The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be an integral percentage of
his Compensation of not less than one percent nor more than 15 percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf,
his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction
authorization. The Employer may, in its discretion, limit the Tax-Deferred Contributions for Highly Compensated Employees. 


4.3   Amendments to Reduction Authorization  


        An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that his Employer contributes on
his behalf as Tax-Deferred Contributions. An Eligible Employee may amend his reduction authorization at such time or times 


11







 



during
the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his election as the Administrator may prescribe. An Eligible Employee who amends his
reduction authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article IV. Tax-Deferred Contributions shall be made on
behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction authorization commencing with Compensation paid to the Eligible Employee on or after the date such amendment
is effective, until otherwise altered or terminated in accordance with the Plan. 


4.4   Suspension of Tax-Deferred Contributions  


        An Eligible Employee on whose behalf Tax-Deferred Contributions are being made may elect, in the manner prescribed by the Administrator, to have such
contributions suspended at any time by giving such number of days advance notice of his election as the Administrator may prescribe. Any such voluntary suspension shall take effect commencing
with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until Tax-Deferred Contributions are resumed as
hereinafter set forth. 


4.5   Resumption of Tax-Deferred Contributions  


        An Eligible Employee who has voluntarily suspended his Tax-Deferred Contributions may elect, in the manner prescribed by the Administrator, to have
such contributions resumed. An Eligible Employee may make such election at such time or times during the Plan Year as the Administrator may prescribe, by giving such number of days advance
notice of his election as the Administrator may prescribe. 


4.6   Delivery of Tax-Deferred Contributions  


        As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be
delivered to the Trustee in cash all Tax-Deferred Contributions attributable to such amounts. 


4.7   Vesting of Tax-Deferred Contributions  



        A Participant's vested interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100 percent. 


ARTICLE V

AFTER-TAX AND ROLLOVER CONTRIBUTIONS  


5.1   Prior After-Tax Contributions  


        Eligible Employees are not currently permitted to make After-Tax Contributions to the Plan. However, the Plan includes assets attributable to
After-Tax Contributions made to the Plan prior to the effective date of this amendment and restatement or transferred to the Plan from another qualified plan. 


5.2   Rollover Contributions  


        An Employee who was a participant in a plan qualified under Code Section 401 and who receives (or is eligible to receive) a cash distribution from such
plan that he elects either (i) to roll over immediately to a qualified retirement plan or (ii) to roll over into a conduit IRA from which he receives a later cash distribution, may elect
to make a Rollover Contribution to the Plan if he is entitled under Code Section 402(c) or 408(d)(3)(A) to roll over such distribution to another qualified retirement plan. The
Administrator may require an Employee to provide it with such information as it 


12







 



deems
necessary or desirable to show that he is entitled to roll over such distribution to another qualified retirement plan. An Employee shall make a Rollover Contribution to the Plan by delivering,
or causing to be delivered, to the Trustee the cash that constitutes the Rollover Contribution amount. If the Employee received a cash distribution that he is rolling over, such delivery must be made
within 60 days of receipt of the distribution from the plan or from the conduit IRA in the manner prescribed by the Administrator. 


5.3   Vesting of After-Tax Contributions and Rollover Contributions  


        A Participant's vested interest in his After-Tax Contributions Sub-Account and Rollover Contributions Sub-Account shall be at
all times 100 percent. 


ARTICLE VI

EMPLOYER CONTRIBUTIONS  


6.1   Contribution Period  


        The Contribution Periods for Employer Contributions shall be as follows: 



	(a)
	The
Contribution Period for Regular Matching Contributions under the Plan is payroll period.



	(b)
	The
Contribution Period for Additional Discretionary Matching Contributions is each Plan Year.



	(c)
	The
Contribution Period for Qualified Nonelective Contributions under the Plan is each Plan Year. 




6.2   Qualified Nonelective Contributions  


        Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Contribution Period in an amount determined by the Sponsor. 


6.3   Allocation of Qualified Nonelective Contributions  


        Any Qualified Nonelective Contribution made for a Contribution Period shall be allocated among the Eligible Employees during the Contribution Period who have met
the allocation requirements for Qualified Nonelective Contributions described in this Article, other than any such Eligible Employee who is a Highly Compensated Employee, in accordance with one of the
following options, as determined by the Administrator: 



	(a)
	Flat
Dollar Amount: The allocable share of each such Eligible Employee in the Qualified Nonelective Contribution shall be a flat dollar amount, as determined by the Sponsor for the
Contribution Period.



	(b)
	Order
of "test compensation": The allocable share of each such Eligible Employee in the Qualified Nonelective Contribution shall be determined as follows:



	(i)
	the
Eligible Employee with the least "test compensation", as defined in Section 7.1, shall receive an allocation equal to the lower of:



	(A)
	the
maximum contribution permitted to be made to the Plan on his behalf under Code Section 415, taking into account any contributions already made on his behalf; or



	(B)
	the
full amount of the Qualified Nonelective Contribution made by the Employer for the Contribution Period. 









13

















  




	(ii)
	If
any Qualified Nonelective Employer Contribution remains after allocation has been made in accordance with the provisions of paragraph (a) above, the Eligible Employee with
the next lowest "test compensation", as defined in Section 7.1, shall receive an allocation equal to the lower of:



	(A)
	the
maximum contribution permitted to be made to the Plan on his behalf under Code Section 415, taking into account any contributions already made on his behalf; or



	(B)
	the
balance of the Qualified Nonelective Contribution made by the Employer for the Contribution Period remaining after allocation has been made in accordance with the provisions of
paragraph (a) above.






	(iii)
	If
any Qualified Nonelective Contribution remains after allocation has been made in accordance with the provisions of paragraph (b) above, allocations shall continue
to Eligible Employees as provided in paragraph (b) in ascending order of "test compensation", until the Qualified Nonelective Contribution has been fully allocated. 





6.4   Amount and Allocation of Regular Matching Contributions  


        Each Employer may, in its discretion, make a Regular Matching Contribution to the Plan for each Contribution Period on behalf of each of its Eligible Employees
who has met the allocation requirements for Regular Matching Contributions described in this Article. 


        The
amount of any such Regular Matching Contribution with respect to similarly situated Eligible Employees, as determined by the Employer in a non-discriminatory manner,
shall be equal to a uniform percentage, determined by the Employer, in its discretion, of the Tax-Deferred Contributions made for the Contribution Period on behalf of such similarly
situated Eligible Employees. 


6.5   Additional Discretionary Matching Contributions  


        In addition to its Regular Matching Contribution, each Employer may make an Additional Discretionary Matching Contribution to the Plan for each Contribution
Period on behalf of each of its Eligible Employees who has met the allocation requirements for Additional Discretionary Matching Contributions described in this Article. The amount of any such
Additional Discretionary Matching Contribution with respect to similarly situated Eligible Employees, as determined by the Employer in a non-discriminatory manner, shall be equal to a
uniform percentage, determined by the Employer, in its discretion, of the Tax-Deferred Contributions made on behalf of each such similarly situated Eligible Employee for the Contribution
Period. 


6.6   Verification of Amount of Employer Contributions by the Sponsor  


        The Sponsor shall verify the amount of Employer Contributions to be made by each Employer in accordance with the provisions of the Plan. Notwithstanding any other
provision of the Plan to the contrary, the Sponsor shall determine the portion of the Employer Contribution to be made by each Employer with respect to an Employee who transfers from employment with
one Employer as an Employee to employment with another Employer as an Employee. 


6.7   Payment of Employer Contributions  


        Employer Contributions made for a Contribution Period shall be paid in cash to the Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year. 


14







 



6.8   Allocation Requirements for Employer Contributions  



        A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Regular Matching Contributions for
such Contribution Period. 


        A
person who was an Eligible Employee during a Contribution Period shall be eligible to receive an allocation of Additional Discretionary Matching Contributions for such Contribution
Period only if (i) he is employed on the last day of the Contribution Period and (ii) he has completed at least 1,000 Hours of Service during the Contribution Period. The number of Hours
of Service required to receive an allocation of Additional Discretionary Matching Contributions hereunder shall be pro-rated for any short Contribution Period. 



        A
person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Qualified Nonelective Contributions for such Contribution
Period. 


6.9   Vesting of Employer Contributions  


        A Participant's vested interest in his Qualified Nonelective Contributions, Prior Safe Harbor Contributions and Prior Employer Contributions
Sub-Accounts shall be at all times 100 percent. A Participant who was formerly employed by TSA Stores, Inc. prior to January 1, 2004, shall be at all times
100 percent vested in the Prior Safe Harbor Matching Contributions and Regular Matching Contributions in his Account. 



        A
Participant's vested interest in his Prior Nonelective Contributions Sub-Account shall be zero percent until he has completed five years of Vesting Service, in which
event his vested interest on his Prior Nonelective Contributions Sub-Account shall be 100 percent. 


        With
respect to Participants other than former employees of TSA Stores, Inc., a Participant's vested interest in his Regular and Additional Discretionary Matching Contributions
Sub-Accounts shall be determined in accordance with the following schedule: 



	Years of Vesting Service
 
	 	Vested Interest
	 
	Less than 1	 	0	%
	1, but less than 2	 	20	%
	2, but less than 3	 	40	%
	3, but less than 4	 	60	%
	4, but less than 5	 	80	%
	5 or more	 	100	%






        Notwithstanding
the foregoing, if a Participant is employed by an Employer or a Related Company on his Normal Retirement Date, the date he becomes Disabled, or the date he dies, his
vested interest in his Regular and Additional Discretionary Matching Contributions Sub-Accounts shall be 100 percent. 


6.10 Election of Former Vesting Schedule  


        If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer
Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions
Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the
Participant in his Employer Contributions Sub-Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant
shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives
notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding 


15







 



the
foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his
Employer Contributions Sub-Account immediately prior to the effective date of the amendment. 


6.11 Forfeitures to Reduce Employer Contributions  


        Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall
be reduced by the amount of any forfeitures occurring during the Plan Year or any prior Plan Year that are not used to pay Plan expenses and that are applied against Employer Contributions as provided
in Article XIV. 


ARTICLE VII

LIMITATIONS ON CONTRIBUTIONS  


7.1   Definitions  


        For purposes of this Article, the following terms have the following meanings: 



        The
"aggregate limit" means the sum of (i) 125 percent of the greater of the average "contribution percentage" for "eligible
participants" other than Highly Compensated Employees or the average
"deferral percentage" for Eligible Employees other than Highly Compensated Employees and (ii) the lesser of 200 percent or two plus the lesser of such average "contribution percentage"
or average "deferral percentage", or, if it would result in a larger "aggregate limit", the sum of (iii) 125 percent of the lesser of the average "contribution percentage" for "eligible
participants" other than Highly Compensated Employees or the average "deferral percentage" for Eligible Employees other than Highly Compensated Employees and (iv) the lesser of
200 percent or two plus the greater of such average "contribution percentage" or average "deferral percentage". For purposes of determining the "aggregate limit", the "contribution percentages"
and "deferral percentages" used shall be for the applicable "testing year". 


        The
"annual addition" with respect to a Participant for a "limitation year" means the sum of the Tax-Deferred Contributions
and Employer Contributions allocated to his Account for the "limitation year" (including any "excess contributions" that are distributed pursuant to this Article), the employer contributions,
"employee contributions", and forfeitures allocated to his accounts for the "limitation year" under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer
or a Related Company concurrently with the Plan, and amounts described in Code Sections 415(l)(2) and 419A(d)(2) allocated to his account for the "limitation year". 


        The
"contribution percentage" with respect to an "eligible participant" for a particular Plan Year means the ratio of the Matching
Contributions made to the Plan on his behalf for the Plan Year to his "test compensation" for such Plan Year. To the extent permitted by regulations issued under Code Section 401(m), the
Sponsor may elect to include the Tax-Deferred Contributions and/or Qualified Nonelective Contributions made to the Plan on an "eligible participant's" behalf for the Plan Year in computing
the numerator of such "eligible participant's" "contribution percentage". Notwithstanding the foregoing, any Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are
included in determining the numerator of an "eligible participant's" "deferral percentage" may not be included in determining the numerator of his "contribution percentage". 


        Contributions
made on an "eligible participant's" behalf for a Plan Year shall be included in determining his "contribution percentage" for such Plan Year only if the contributions are
allocated to the "eligible participant's" Account as of a date within such Plan Year and are made to the Plan before the end of the 12-month period immediately following the Plan Year to
which the contributions relate. The determination of an "eligible participant's" "contribution percentage" shall be made after any 


16







 



reduction
required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of
the Treasury. 


        The
"deferral percentage" with respect to an Eligible Employee for a particular Plan Year means the ratio of the Tax-Deferred
Contributions made on his behalf for the Plan Year to his "test compensation" for the Plan Year. To the extent permitted by regulations issued under Code
Section 401(k), the Sponsor may elect to include Qualified Nonelective Contributions made to the Plan on the Eligible Employee's behalf for the Plan Year in computing the numerator of such
Eligible Employee's "deferral percentage". Notwithstanding the foregoing, any Tax-Deferred Contributions and/or Qualified Nonelective Contributions that are included in determining the
numerator of an Eligible Employee's "contribution percentage" may not be included in determining the numerator of his "deferral percentage". 


        Contributions
made on an Eligible Employee's behalf for a Plan Year shall be included in determining his "deferral percentage" for such Plan Year only if they meet the following
requirements: 



	(a)
	Tax-Deferred
Contributions must relate to Compensation that would, but for the Eligible Employee's deferral election, have been received by the Eligible Employee during
such Plan Year.



	(b)
	The
contributions must be allocated to the Eligible Employee's Account as of a date within such Plan Year.



	(c)
	The
contributions must be made to the Plan before the end of the 12-month period immediately following the Plan Year to which they relate. 




        The
determination of an Eligible Employee's "deferral percentage" shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in
this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 


        An
"elective contribution" means any employer contribution made to a plan maintained by an Employer or a Related Company on behalf of a
Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or deferred
arrangement as described in Code Section 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, or any plan as described in Code Section 501(c)(18), and any
contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction
agreement. 


        An
"eligible participant" means any Eligible Employee who is eligible to have Tax-Deferred Contributions made on his behalf
(if Tax-Deferred
Contributions are taken into account in determining "contribution percentages"), or to participate in the allocation of Matching Contributions. 


        An
"employee contribution" means any employee after-tax contribution allocated to an Eligible Employee's account under any
qualified plan of an Employer or a Related Company. 


        An
"excess contribution" means any contribution made to the Plan on behalf of a Participant that exceeds one of the limitations described
in this Article. 


        An
"excess deferral" with respect to a Participant means that portion of a Participant's Tax-Deferred Contributions for his
taxable year that, when added to amounts deferred for such taxable year under other plans or arrangements described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or
arrangement that is maintained by an Employer or a Related Company), would exceed the dollar limit imposed under Code Section 402(g) as in effect on January 1 of the calendar year
in which such taxable year begins and is includible in the Participant's gross income under Code Section 402(g). 


17







 



        A
"limitation year" means the Plan Year. 



        A
"matching contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an Employer or a
Related Company solely on account of "elective contributions" made on his behalf or "employee contributions" made by him. 


        A
"qualified matching contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an
Employer or a Related Company solely on account of "elective contributions" made on his behalf or "employee contributions" made by him that is a qualified matching contribution as defined in
regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k). 


        A
"qualified nonelective contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an
Employer or a Related Company that the Participant could not elect instead to receive in cash, that is a qualified nonelective contribution as defined in Code Sections 401(k) and 401(m) and
regulations issued thereunder, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k). 



        The
"test compensation" of an Eligible Employee or "eligible participant" for a Plan Year means compensation as defined in Code
Section 414(s) and regulations issued thereunder, limited, however, to $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however,
that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year) and, if elected by the Sponsor, further limited solely
to "test compensation" of an Employee attributable to periods of time when he is an Eligible Employee or "eligible participant". If the "test compensation" of an Eligible Employee or "eligible
participant" is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that
Eligible Employee or "eligible participant" by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in
the period and the denominator of which is 12; provided, however, that no proration is required for an Eligible Employee or "eligible participant" who is covered under the Plan for less than one full
Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months. 



        The
"testing year" means the Plan Year for which the limitations on "deferral percentages" and "contribution percentages" of Highly
Compensated Employees are being determined. 


7.2   Code Section 402(g) Limit  


        In no event shall the amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee for his taxable year, when aggregated with any
"elective contributions" made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the dollar limit imposed under Code
Section 402(g), as in effect on January 1 of the calendar year in which such taxable year begins. In the event that the Administrator determines that the reduction percentage elected by
an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the
percentage of his Tax-Deferred Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines
that the Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax-Deferred
Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year. 



        If
an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the
Tax-Deferred Contributions that, when 


18







 



aggregated
with "elective contributions" made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit,
plus any income and minus any losses attributable thereto, shall be distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. Any
Tax-Deferred Contributions that are distributed to an Eligible Employee in accordance with this Section shall not be taken into account in determining the Eligible Employee's
"deferral percentage" for the "testing year" in which the Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly Compensated Employee. 


        If
an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of
Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 


7.3   Distribution of Excess Deferrals  


        Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following
the close of the Participant's taxable year that "excess deferrals" have been made on his behalf under the Plan for such taxable year, the "excess deferrals", plus any income and minus any losses
attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed
to a Participant in accordance with this Section shall nevertheless be taken into account in determining the Participant's "deferral percentage" for the "testing year" in which the
Tax-Deferred Contributions were made. If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that
are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the
date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the
Matching Contributions were made. 


7.4   Limitation on Tax-Deferred Contributions of Highly Compensated Employees  



        Notwithstanding any other provision of the Plan to the contrary, the Tax-Deferred Contributions made with respect to a Plan Year on behalf of Eligible
Employees who are Highly Compensated Employees may not result in an average "deferral percentage" for such Eligible Employees that exceeds the greater of: 



	(a)
	a
percentage that is equal to 125 percent of the average "deferral percentage" for all other Eligible Employees for the "testing year"; or



	(b)
	a
percentage that is not more than 200 percent of the average "deferral percentage" for all other Eligible Employees for the "testing year" and that is not more than two
percentage points higher than the average "deferral percentage" for all other Eligible Employees for the "testing year", 




unless
the "excess contributions", determined as provided in Section 7.5, are distributed as provided in Section 7.6. 


        In
order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is authorized to suspend completely further
Tax-Deferred Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year or to adjust the projected "deferral percentages" of Highly Compensated
Employees by reducing the percentage of their deferral 


19







 



elections
for any remaining portion of a Plan Year to such smaller percentage that will result in the limitation set forth above not being exceeded. In the event of any such suspension or reduction,
Highly Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible and shall be given an opportunity to make a new deferral election to be effective the
first day of the next following Plan Year. In the absence of such an election, the election in effect immediately prior to the suspension or adjustment described above shall be reinstated as of the
first day of the next following Plan Year. 


        In
determining the "deferral percentage" for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, "elective contributions", "qualified nonelective
contributions", and "qualified matching contributions" (to the extent that "qualified nonelective contributions" and "qualified matching contributions" are taken into account in determining "deferral
percentages") made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as
modified by Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the
Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee's accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated as if such contributions were made to the Plan. Notwithstanding the foregoing, such contributions shall not be treated as
if they were made to the Plan if regulations issued under Code Section 401(k) do not permit such plan to be aggregated with the Plan. 


        If
one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then "deferral
percentages" under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be aggregated to satisfy Code Section 401(k) only if they
have the same plan year. 


        The
Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the
"qualified nonelective contributions" and/or "qualified matching contributions" taken into account in determining "deferral percentages" for any Plan Year. 


7.5   Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees  



        Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on Tax-Deferred Contributions described in
Section 7.4 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the
"deferral percentage" of Highly Compensated Employees in order of their "deferral percentages" as follows: 



	(a)
	The
highest "deferral percentage(s)" shall be reduced to the greater of (1) the maximum "deferral percentage" that satisfies the limitation on Tax-Deferred
Contributions described in Section 7.4 or (2) the next highest "deferral percentage".



	(b)
	If
the limitation on Tax-Deferred Contributions described in Section 7.4 would still be exceeded after application of the provisions of paragraph (a), the
Administrator shall continue reducing "deferral percentages" of Highly Compensated Employees, continuing with the next highest "deferral percentage", in the manner provided in
paragraph (a) until the limitation on Tax-Deferred Contributions described in Section 7.4 is satisfied. 



20













   
        The determination of the amount of "excess contributions" hereunder shall be made after Tax-Deferred Contributions and "excess deferrals" have been distributed pursuant to
Sections 7.2 and 7.3, if applicable. 


        After
determining the dollar amount of the "excess contributions" that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in
order of the dollar amount of the Tax-Deferred Contributions (to the extent such contributions are included in determining "deferral percentages") allocated to their Accounts as follows: 



	(c)
	The
contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Tax-Deferred Contributions allocated to his Account for the Plan
Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such
contributions made on behalf of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year.



	(d)
	If
the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of
Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the
manner provided in paragraph (c) until the entire excess determined above has been allocated. 




7.6   Distribution of Excess Tax-Deferred Contributions  


        "Excess contributions" allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto,
shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 21/2 months after the
last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts. 


        If
an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of
Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 


7.7   Limitation on Matching Contributions of Highly Compensated Employees  


        Notwithstanding any other provision of the Plan to the contrary, the Matching Contributions made with respect to a Plan Year on behalf of "eligible participants"
who are Highly Compensated Employees may not result in an average "contribution percentage" for such "eligible participants" that exceeds the greater of: 



	(a)
	a
percentage that is equal to 125 percent of the average "contribution percentage" for all other "eligible participants" for the "testing year"; or



	(b)
	a
percentage that is not more than 200 percent of the average "contribution percentage" for all other "eligible participants" for the "testing year" and that is not more than
two percentage points higher than the average "contribution percentage" for all other "eligible participants" for the "testing year", 



21








 





unless
the "excess contributions", determined as provided in Section 7.8, are forfeited or distributed as provided in Section 7.9. 


        In
determining the "contribution percentage" for any "eligible participant" who is a Highly Compensated Employee for the Plan Year, "matching contributions", "employee contributions",
"qualified nonelective contributions", and "elective contributions" (to the extent that "qualified nonelective contributions" and "elective contributions" are taken into account in determining
"contribution percentages") made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS regulations
Section 1.410(b)-7(c), as modified by IRS regulations
Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year,
any such contributions made to the Highly Compensated Employee's accounts under the plan for the plan year ending with or within the same calendar year as the Plan Year shall be treated as if such
contributions were made to the Plan. Notwithstanding the foregoing, such contributions shall not be treated as if they were made to the Plan if regulations issued under Code Section 401(m) do
not permit such plan to be aggregated with the Plan. 


        If
one or more plans of an Employer or a Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), the
"contribution percentages" under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be aggregated to satisfy Code Section 401(m) only if
they have the same plan year. 


        The
Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the
"elective contributions", "qualified nonelective contributions", and/or "qualified matching contributions" taken into account in determining "contribution percentages" for any Plan Year. 


7.8   Determination and Allocation of Excess Matching Contributions Among Highly Compensated Employees  



        Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on Matching Contributions described in Section 7.7 is
exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the "contribution percentage" of
Highly Compensated Employees in order of their "contribution percentages" as follows: 



	(a)
	The
highest "contribution percentage(s)" shall be reduced to the greater of (1) the maximum "contribution percentage" that satisfies the limitation on Matching Contributions
described in Section 7.7 or (2) the next highest "contribution percentage".



	(b)
	If
the limitation on Matching Contributions described in Section 7.7 would still be exceeded after application of the provisions of paragraph (a), the Administrator
shall continue reducing "contribution percentages" of Highly Compensated Employees, continuing with the next highest "contribution percentage", in the manner provided in
paragraph (a) until the limitation on Matching Contributions described in Section 7.7 is satisfied. 






        The
determination of the amount of excess Matching Contributions shall be made after application of Sections 7.2, 7.3, and 7.6, if applicable. 



        After
determining the dollar amount of the "excess contributions" that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in
order of 


22







 



the
dollar amount of the Matching and Tax-Deferred Contributions (to the extent such contributions are included in determining "contribution percentages") allocated to their Accounts as
follows: 



	(c)
	The
contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Matching and Tax-Deferred Contributions allocated to his Account
for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of
such contributions made on behalf of the Highly Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year.



	(d)
	If
the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of
Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the
manner provided in paragraph (c) until the entire excess determined above has been allocated. 




7.9   Forfeiture or Distribution of Excess Contributions  


        "Excess contributions" allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto,
shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next succeeding Plan Year as hereinafter provided. If such excess amounts are distributed more
than 21/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the
Plan with respect to such amounts. 


        The
distribution or forfeiture requirement of this Section shall be satisfied by reducing contributions made by or on behalf of the Highly Compensated Employee to the extent
necessary in the following order: 



	(a)
	Matching
Contributions included in determining the Highly Compensated Employee's "contribution percentage" shall be distributed or forfeited, as appropriate.



	(b)
	Tax-Deferred
Contributions included in determining the Highly Compensated Employee's "contribution percentage" shall be distributed. Excess Matching Contributions shall be
distributed only to the extent a Participant has a vested interest in his Matching Contributions Sub-Account and shall otherwise be forfeited. Any amounts forfeited with respect to a
Participant pursuant to this Section shall be treated as a forfeiture under the Plan no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions
were made. 




7.10 Treatment of Forfeited Matching Contributions  


        Any Matching Contributions that are forfeited pursuant to the provisions of the preceding Sections of this Article shall be treated as a forfeiture
under the Plan and applied in accordance with the provisions of Article XIV. 



7.11 Determination of Income or Loss  


        The income or loss attributable to "excess contributions" that are distributed pursuant to this Article shall be determined for the preceding Plan Year
under the method otherwise used for allocating income or loss to Participants' Accounts. 


23







 



7.12 Code Section 415 Limitations on Crediting of Contributions and Forfeitures  



        Notwithstanding any other provision of the Plan to the contrary, the "annual addition" with respect to a Participant for a "limitation year" shall in no event
exceed the lesser of (i) $30,000 (adjusted as provided in Code Section 415(d)) or (ii) 25 percent of the Participant's compensation, as defined in Code
Section 415(c)(3) and regulations issued thereunder, for the "limitation year"; provided, however, that the limit in clause (i) shall be pro-rated for any short
"limitation year". If the "annual addition" to the Account of a Participant in any "limitation year" would otherwise exceed the amount that may be applied for his benefit under the limitation
contained in this Section, the limitation shall be satisfied by reducing contributions made to the Participant's Account to the extent necessary in the following order: 



Tax-Deferred
Contributions made by the Participant for the "limitation year" and the Matching Contributions attributable thereto, if any, shall be reduced pro rata. 


Qualified
Nonelective Contributions otherwise allocable to the Participant's Account for the "limitation year", if any, shall be reduced. 




        The
amount of any reduction of Tax-Deferred Contributions (plus any income attributable thereto) shall be returned to the Participant. The amount of any reduction of Employer
Contributions shall be deemed a forfeiture for the "limitation year". 


        Amounts
deemed to be forfeitures under this Section shall be held unallocated in a suspense account established for the "limitation year" and shall be applied against the
Employer's contribution obligation for the next following "limitation year" (and succeeding "limitation years", as necessary). If a suspense account is in existence at any time during a
"limitation year", all amounts in the suspense account must be applied against the Employer's contribution obligation before any further contributions that would constitute "annual additions" may be
made to the Plan. No suspense account established hereunder shall share in any increase or decrease in the net worth of the Trust. 


        For
purposes of this Article, excesses shall result only from the allocation of forfeitures, a reasonable error in estimating a Participant's annual compensation (as defined in Code
Section 415(c)(3) and regulations issued thereunder), a reasonable error in determining the amount of "elective contributions" that may be made with respect to any Participant under the
limits of Code Section 415, or other limited facts and circumstances that justify the availability of the provisions set forth above. 


7.13 Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan  


        If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and if the "annual addition" for the "limitation year" would otherwise exceed the amount that may be applied for the Participant's benefit under the limitation contained in
the preceding Section, such excess shall be reduced first by returning or forfeiting, as provided under the applicable defined contribution plan, the contributions last allocated to the Participant's
accounts for the "limitation year" under all such defined contribution plans, and, to the extent such contributions are returned to the Participant, the income attributable thereto. If contributions
are allocated to the defined contribution plans as of the same date, any excess shall be allocated pro rata among the defined contribution plans. For purposes of determining the order of reduction
hereunder, contributions to a simplified employee pension plan described in Code Section 408(k) shall be deemed to have been allocated first and contributions to a welfare benefit fund
or individual medical account shall be deemed to have been allocated next, regardless of the date such contributions were actually allocated. 


24







 



7.14 Scope of Limitations  


        The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided pursuant to defined
contribution plans and defined benefit plans described in Code Section 415(k). For purposes of applying the Code Section 415 limitations contained in the preceding Sections, the term
"Related Company" shall be adjusted as provided in Code Section 415(h). 


ARTICLE VIII

TRUST FUNDS AND ACCOUNTS  


8.1   General Fund  


        The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided
in the Plan or the Trust Agreement. The General Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund
shall be an undivided interest. 



8.2   Investment Funds  


        The Sponsor shall determine the number and type of Investment Funds and shall communicate the same and any changes therein in writing to the Administrator and the
Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an
undivided interest. 


        The
Sponsor may determine to offer one or more Investment Funds that are invested primarily in equity securities issued by an Employer or a Related Company that are publicly traded and
are "qualifying employer securities" as defined in ERISA Section 407(d)(5). In no event may a Participant's Tax-Deferred Contributions made for any Plan Year beginning on or after
January 1, 1999 in excess of one percent of the Participant's Compensation for such Plan Year be required to be invested in such equity securities. 


8.3   Loan Investment Fund  


        If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and
maintenance of a loan Investment Fund in the Participant's name. The assets of the loan Investment Fund shall be held as a separate trust fund. A Participant's loan Investment Fund shall be invested
in the note(s) reflecting the loan(s) made to the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received
with respect to a Participant's loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII. 


8.4   Income on Trust  


        Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the
Trustee to the Trust Fund for which the income was received. 


8.5   Accounts  


        As of the first date a contribution is made by or on behalf of an Employee there shall be established an Account in his name reflecting his interest in the Trust.
Each Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Account shall be the balance of the account
after all credits and charges thereto, for and as of such date, have been made as provided herein. 


25







 



8.6   Sub-Accounts  



        A Participant's Account shall be divided into such separate, individual Sub-Accounts as are necessary or appropriate to reflect the Participant's
interest in the Trust. 


ARTICLE IX

LIFE INSURANCE CONTRACTS  


9.1   No Life Insurance Contracts  


        A Participant's Account may not be invested in life insurance contracts on the life of the Participant. 


ARTICLE X

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS  


10.1 Future Contribution Investment Elections  


        Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which the contributions
made on his behalf shall be invested. An Eligible Employee's investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that
shall be allocated to one or more of the Investment Funds with the sum of such percentages equaling 100 percent. The investment election by a Participant shall remain in effect until his entire
interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until he records a change of investment election with the Administrator, in such form as the
Administrator shall prescribe. If recorded in accordance with any rules prescribed by the Administrator, a Participant's change of investment election may be implemented effective as of the business
day on which the Administrator receives the Participant's instructions but not later than the next business day. 


10.2 Deposit of Contributions  


        All contributions made on a Participant's behalf shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participant's
currently effective investment election, including investment in stock of The Sports Authority, Inc. If no investment election is recorded with the Administrator at the time contributions are
to be deposited to a Participant's Account, his contributions shall be allocated among the Investment Funds as directed by the Administrator. 


10.3 Election to Transfer Between Funds  


        A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund. The Participant's transfer election shall specify a
percentage, in the percentage increments prescribed by the Administrator, of the amount eligible for transfer that is to be transferred, which percentage may not exceed 100 percent. Any
transfer election must be recorded with the Administrator, in such form as the Administrator shall prescribe. Subject to any restrictions pertaining to a particular Investment Fund, if recorded in
accordance with any rules prescribed by the Administrator, a Participant's transfer election may be implemented effective as of the business day on which the Administrator receives the Participant's
instructions. 


10.4 404(c) Protection  


        The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of the Plan may be
relieved of liability for any losses that are the 


26







 



direct
and necessary result of investment instructions given by a Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order. 


ARTICLE XI

CREDITING AND VALUING ACCOUNTS  



11.1 Crediting Accounts  


        All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in accordance with procedures established
in writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in
Section 11.2, as shall be determined by the Administrator. 


11.2 Valuing Accounts  


        Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in accordance with procedures established in writing by the Administrator,
either in the manner adopted by the Trustee and approved by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator. 


11.3 Plan Valuation Procedures  


        With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied. As of each Valuation Date hereunder,
the portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the
period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the "valuation period") in the following manner: 



	(a)
	First,
the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.



	(b)
	Next,
the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be
determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions,
withdrawals, loans, and transfers from such Trust Fund during the valuation period.



	(c)
	Finally,
the net increase or decrease in the value of the Trust Fund shall be allocated among Accounts in the Trust Fund in the ratio of the balance of the portion of such Account in
the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Account balance in the Trust Fund since the Valuation Date to the aggregate
balances of the portions of all Accounts in the Trust Fund similarly adjusted, and each Account in the Trust Fund shall be credited or charged with the amount of its allocated share. Notwithstanding
the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the
Trust Fund for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund made by or on behalf of a Participant during the valuation
period. 




11.4 Finality of Determinations  


        The Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder. The Trustee's determinations thereof shall be
conclusive upon all interested parties. 


27









   11.5 Notification  


        Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the value of his Account
and Sub-Accounts as of a Valuation Date during the Plan Year. 


ARTICLE XII

LOANS  


12.1 Application for Loan  


        A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan from his Account, other
than from his Oshman prior employer contribution source. Loans shall be made to Participants in accordance with written guidelines which are hereby incorporated into and made a part of the Plan. To
the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent with the provisions of this Article, such written guidelines shall be given
effect. 


        As
collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided,
however, that in no event may the security interest exceed 50 percent of the Participant's vested interest under the Plan determined as of the date as of which the loan is originated in
accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding. No loan in excess
of 50 percent of the Participant's vested interest under the Plan shall be made from the Plan. Loans shall not be made available to Highly Compensated Employees in an amount greater than the
amount made available to other employees. 


        A
loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest amounts in the event the loan is declared to be in default. 


12.2 Reduction of Account Upon Distribution  


        Notwithstanding any other provision of the Plan, the amount of a Participant's Account that is distributable to the Participant or his Beneficiary under
Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used
to repay the loan. If distribution is made because of the Participant's death prior to the commencement of distribution of his Account and the Participant's vested interest in his Account is payable
to more than one individual as Beneficiary, then the balance of the Participant's vested interest in his Account shall be adjusted by reducing the vested account balance by the amount of the security
used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to each such individual. 


12.3 Requirements to Prevent a Taxable Distribution  



        Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this
Article: 



	(a)
	The
interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by
persons in the business of lending money. 



28







 



	(b)
	The
amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a
Related Company) shall not exceed the lesser of:



	(i)
	$50,000,
reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related
Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or



	(ii)
	50 percent
of the vested portions of the Participant's Account and his vested interest under all other plans maintained by an Employer or a Related Company.






	(c)
	The
term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of
time is to be used (determined at the time the loan is made) as a principal residence (as defined in Code Section 121) of the Participant.



	(d)
	Substantially
level amortization shall be required over the term of the loan with payments made not less frequently than quarterly, except that if so provided in the written
guidelines applicable to Plan loans, the amortization schedule may be waived and payments suspended while a Participant is on a leave of absence from employment with an Employer or any Related Company
(for periods in which the Participant does not perform military service as described in paragraph (e)), provided that all of the following requirements are met:



	(i)
	Such
leave is either without pay or at a reduced rate of pay that, after withholding for employment and income taxes, is less than the amount required to be paid under the
amortization schedule;



	(ii)
	Payments
resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of the date such leave began;



	(iii)
	The
period during which payments are suspended does not exceed one year;



	(iv)
	Payments
resume in an amount not less than the amount required under the original amortization schedule; and



	(v)
	The
waiver of the amortization schedule does not extend the period of the loan beyond the maximum period permitted under this Article.






	(e)
	If
a Participant is absent from employment with any Employer or any Related Company for a period during which he performs services in the uniformed services (as defined in chapter 45
of title 38 of the United States Code), whether or not such services constitute qualified military service, the suspension of payments shall not be taken into account for purposes of applying either
paragraph (c) or paragraph (d) of this Section provided that all of the following requirements are met:



	(i)
	Payments
resume upon completion of such military service;



	(ii)
	Payments
resume in an amount not less than the amount required under the original amortization schedule and continue in such amount until the loan is repaid in full;



	(iii)
	Upon
resumption, payments are made no less frequently than required under the original amortization schedule and continue under such schedule until the loan is repaid in full; and



	(iv)
	The
loan is repaid in full, including interest accrued during the period of such military service, no later than (1) for loans made prior to January 1, 2004, the last
scheduled repayment date under the original amortization schedule extended by the period of such 






29







 



military
service and (2) for loans made on or after January 1, 2004, the maximum period otherwise permitted under this Article extended by the period of such military service. 




	(f)
	The
loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of this section. 






12.4 Administration of Loan Investment Fund  


        Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in
which it is invested, as directed by the Administrator, to the loan Investment Fund established in the Participant's name. Any loan approved by the Administrator shall be made to the Participant out
of the Participant's loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Account and shall be allocated upon
receipt among the Investment Funds in accordance with the Participant's currently effective investment election. The balance of the Participant's loan Investment Fund shall be decreased by the amount
of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full. 



12.5 Default  


        If either (1) a Participant fails to make or cause to be made, any payment required under the terms of the loan within 90 days following the date on
which such payment shall become due, unless payment is not made because the Participant is on a leave of absence and the amortization schedule is waived as provided in Section 12.3(d) or
(e), or (2) there is an outstanding principal balance existing on a loan after the last scheduled repayment date (extended as provided in Section 12.3(e), if applicable), the
Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest, shall be immediately due and payable. In any
such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a
distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement. 


12.6 Deemed Distribution Under Code Section 72(p)  


        If a Participant's loan is in default as provided in Section 12.5, the Participant shall be deemed to have received a taxable distribution in the amount of
the outstanding loan balance as required under Code Section 72(p), whether or not distribution may actually be made from the Plan without adversely affecting the tax qualification of the Plan;
provided, however, that the taxable portion of such deemed distribution shall be reduced in accordance with the provisions of Code Section 72(e) to the extent the deemed distribution is
attributable to the Participant's After-Tax Contributions. 


        If
a Participant is deemed to have received distribution of an outstanding loan balance hereunder, no further loans may be made to such Participant from his Account unless either
(a) there is a legally enforceable arrangement among the Participant, the Plan, and the Participant's employer that
repayment of such loan shall be made by payroll withholding or (b) the loan is secured by such additional collateral consisting of real, personal, or other property satisfactory to the
Administrator to provide adequate security for the loan. 


12.7 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)  


        With respect to any loan made on or after January 1, 2002, the balance of such loan that is deemed to have been distributed to a Participant hereunder
shall cease to be an outstanding loan for purposes of Code Section 72(p) and a Participant shall not be treated as having received a taxable distribution when his Account is offset by such
outstanding loan balance as provided in Section 12.5. 


30







 



Any
interest that accrues on a loan after it is deemed to have been distributed shall not be treated as an additional loan to the Participant and shall not be included in the Participant's taxable
income as a deemed distribution. Notwithstanding the foregoing, however, unless a Participant repays such loan, with interest, the amount of such loan, with interest thereon calculated as provided in
the original loan note, shall continue to be considered an outstanding loan for purposes of determining the maximum permissible amount of any subsequent loan under Section 12.3(b). 


        If
a Participant elects to make payments on a loan after it is deemed to have been distributed hereunder, such payments shall be treated as After-Tax Contributions to the
Plan solely for purposes of determining the taxable portion of the Participant's Account and shall not be treated as After-Tax Contributions for any other Plan purpose, including
application of the limitations on contributions applicable under Code Sections 401(m) and 415. 


12.8 Special Rules Applicable to Loans  


        Any loan made hereunder shall be subject to the following rules: 



	(a)
	Loans
Limited to Eligible Employees: No loans shall be made to an Employee who makes a Rollover Contribution in accordance with Article V, but who is not an Eligible Employee
as provided in Article III.



	(b)
	Minimum
Loan Amount: A Participant may not request a loan for less than $1,000.



	(c)
	Maximum
Number of Outstanding Loans: A Participant with an outstanding loan may not apply for another loan until the existing loan is paid in full and may not refinance an existing
loan or obtain a second loan for the purpose of paying off the existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and
restatement; provided, however, that any such loan shall be taken into account in determining whether a Participant may apply for a new loan hereunder.



	(d)
	Maximum
Period for Principal Residence Loan: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used
(determined at the time the loan is made) as a principal residence (as defined in Code Section 121) of the Participant shall be no greater than ten years.



	(e)
	Pre-Payment
Without Penalty: A Participant may pre-pay the balance of any loan hereunder prior to the date it is due without penalty.



	(f)
	Effect
of Termination of Employment: Upon a Participant's termination of employment, the balance of any outstanding loan hereunder shall immediately become due and owing.



	(g)
	No
Roll Over of Loans: A Participant may not elect to roll over any loan note held pursuant to the provisions of this Article. 




12.9 Loans Granted Prior to Amendment  


        Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to this amendment
and restatement shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions. 


31







 
ARTICLE XIII

WITHDRAWALS WHILE EMPLOYED  


13.1 Non-Hardship Withdrawals of After-Tax Contributions  


        A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to
make a cash withdrawal from his After-Tax Contributions Sub-Account. 


13.2 Non-Hardship Withdrawals of Rollover Contributions  


        A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to
make a cash withdrawal from his Rollover Contributions Sub-Account. 


13.3 Age 591/2 Withdrawals  


        A Participant who is employed by an Employer or a Related Company and who has attained age 591/2 may elect, subject to the limitations and
conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts: 



	(a)
	his
Tax-Deferred Contributions Sub-Account.



	(b)
	his
Qualified Nonelective Contributions Sub-Account.



	(c)
	his
Regular Matching Contributions Sub-Account.



	(d)
	his
Additional Discretionary Matching Contributions Sub-Account.



	(e)
	his
Prior Employer Contributions Sub-Account.



	(f)
	his
Prior Safe Harbor Contributions Sub-Account.



	(g)
	his
Prior Nonelective Contributions Sub-Account. 




13.4 Non-Hardship Withdrawals of Employer Contributions  


        A Participant who is employed by Oshman and who has been a Participant under the Plan for at least 60 months may elect, subject to the limitations and
conditions prescribed in this Article, to make a one-time cash withdrawal of 50 percent of the amounts held in his Account. 



        A
Participant who is a former employee of TSA Stores, Inc. and who has been a Participant under the Plan for at least 60 months may elect, subject to the limitations and
conditions prescribed in this Article, to make a cash withdrawal of amounts held in his Prior Employer Contributions Sub-Account. 


13.5 Overall Limitations on Non-Hardship Withdrawals  


        Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations: 



	(a)
	A
Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.



	(b)
	Withdrawals
may be made effective as soon as administratively practicable after the Administrator's approval of the Participant's withdrawal application.



	(c)
	A
Participant may not make more than one non-hardship withdrawal in accordance with the provisions of this Article during a calendar month. 



32







 





13.6 Hardship Withdrawals  


        A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the
provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following
Sub-Accounts: 



	(a)
	his
Tax-Deferred Contributions Sub-Account, excluding any income credited to such Sub-Account.



	(b)
	his
Regular Matching Contributions Sub-Account.



	(c)
	his
Additional Discretionary Matching Contributions Sub-Account. 




13.7 Hardship Determination  


        The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the
Participant. An immediate and heavy financial need of the Participant means a financial need on account of: 



	(a)
	expenses
previously incurred by or necessary to obtain for the Participant, the Participant's spouse, or any dependent of the Participant (as defined in Code Section 152)
medical care described in Code Section 213(d);



	(b)
	costs
directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;



	(c)
	payment
of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, the Participant's
spouse, or any dependent of the Participant; or



	(d)
	the
need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence. 




13.8 Satisfaction of Necessity Requirement for Hardship Withdrawals  


        A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if the Participant satisfies all of the
following requirements: 



	(a)
	The
withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant.



	(b)
	The
Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer
or any Related Company.



	(c)
	The
Participant's Tax-Deferred Contributions and the Participant's "elective contributions" and "employee contributions", as defined in Article VII, under all other
qualified and non-qualified deferred compensation plans maintained by an Employer or any Related Company shall be suspended for at least six months after his receipt of the
withdrawal.



	(d)
	The
Participant's Tax-Deferred Contributions and "elective contributions", as defined in Article VII, for his taxable year immediately following the taxable year of
the withdrawal shall not exceed the applicable limit under Code Section 402(g) for such next taxable year less the amount of the Participant's Tax-Deferred Contributions and
"elective contributions" for the taxable year of the withdrawal. 



33







 





        A
Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his
Tax-Deferred Contributions are suspended in accordance with this Section. 


13.9 Conditions and Limitations on Hardship Withdrawals  


        Hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations: 



	(a)
	A
Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.



	(b)
	Hardship
withdrawals may be made effective as soon as administratively practicable after the Administrator's approval of the Participant's withdrawal application.



	(c)
	The
amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the
distribution. 




13.10   Order of Withdrawal from a Participant's Sub-Accounts  


        Distribution of a withdrawal amount shall be made from a Participant's Sub-Accounts, to the extent necessary, in the order prescribed by the
Administrator, which order shall be uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is
invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator. 


ARTICLE XIV

TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE  


14.1 Termination of Employment and Settlement Date  


        A Participant's Settlement Date shall occur on the date he terminates employment with the Employers and all Related Companies because of death, disability,
retirement, or other termination of employment. Written notice of a Participant's Settlement Date shall be given by the Administrator to the Trustee. 


14.2 Separate Accounting for Non-Vested Amounts  


        If as of a Participant's Settlement Date the Participant's vested interest in his Employer Contributions Sub-Account is less than 100 percent,
that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in the following
Section. If prior to such Settlement Date the Participant 


34








 



received
a distribution under the Plan, his vested interest in his Employer Contributions Sub-Account shall be an amount ("X") determined by the following formula: 


        X =
P(AB + D) - D 


        For
purposes of the formula: 



	P	 	=	 	The Participant's vested interest in his Employer Contributions Sub-Account on the date distribution is to be made.
	

AB	
 	

=	
 	

The balance of the Participant's Employer Contributions Sub-Account as of the Valuation Date immediately preceding the date distribution is to be made.
	

D	
 	

=	
 	

The amount of all prior distributions from the Participant's Employer Contributions Sub-Account. Amounts deemed to have been distributed to a Participant pursuant to Code Section 72(p), but which have not actually been offset against the
Participant's Account balance shall not be considered distributions hereunder.






14.3 Disposition of Non-Vested Amounts  


        That portion of a Participant's Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of
as follows: 



	(a)
	If
the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution does not
exceed $5,000, resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Account, the non-vested balance remaining in the Participant's
Employer Contributions Sub-Account shall be forfeited and his Account closed as of (i) the Participant's Settlement Date, if the Participant has no vested interest in his Account
and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant.



	(b)
	If
the Participant's vested interest in his Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his
Account, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the single sum
payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior
to the end of the second Plan Year beginning on or after the Participant's Settlement Date.



	(c)
	If
neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions
Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the date the Participant incurs five consecutive Breaks in Service. 



35













   14.4 Treatment of Forfeited Amounts  


        Whenever the non-vested balance of a Participant's Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with
the provisions of the preceding Section, the amount of such forfeiture shall be applied first against the Employer Contribution obligations for any subsequent Contribution Period of the Employer for
which the Participant last performed services as an Employee and then against Plan expenses. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Contribution
Period with respect to any Employer exceed the amount of such Employer's Employer Contribution obligation for the Contribution Period, the excess amount of such forfeitures shall be held unallocated
in a suspense account established with respect to the Employer and shall be applied against Plan expenses and the Employer's Employer Contribution obligations for the following Contribution Period. 


14.5 Recrediting of Forfeited Amounts  


        A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of
paragraph (a) or (b) of Section 14.3 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name,
without adjustment for interim gains or losses experienced by the Trust, if: 



	(a)
	he
returns to employment with an Employer or a Related Company before he incurs five consecutive Breaks in Service commencing after the date he received, or is deemed to have
received, distribution of his vested interest in his Account;



	(b)
	he
resumes employment covered under the Plan before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the
date he incurs five consecutive Breaks in Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account; and



	(c)
	if
he received actual distribution of his vested interest in his Account, he repays to the Plan the full amount of such distribution that is attributable to Employer Contributions
before the earlier of (i) the end of the five year period beginning on the date he is reemployed or (ii) the date he incurs five consecutive Breaks in Service commencing after the date
he received distribution of his vested interest in his Account. 




        Funds
needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures
that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants' Accounts as provided in Article XI,
with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his
Employer by way of a separate Employer Contribution. 


ARTICLE XV

DISTRIBUTIONS  


15.1 Distributions to Participants  


        A Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later. 


36







 



15.2 Partial Distributions to Retired or Terminated Participants  



        A Participant whose Settlement Date has occurred, but who has not reached his Required Beginning Date may elect to receive partial distribution of any portion of
his Account at any time prior to his Required Beginning Date in the form provided in Article XVI. 


15.3 Distributions to Beneficiaries  


        If a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participant's vested interest in his Account in the
form provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiary's application for distribution is filed with the Administrator. Unless
distribution is to be made over the life or over a period certain not greater than the life expectancy of the Beneficiary, distribution of the Participant's entire vested interest shall be made to the
Beneficiary no later than the end of the fifth calendar year beginning after the Participant's death. If distribution is to be made over the life or over a period certain no greater than the life
expectancy of the Beneficiary, distribution shall commence no later than: 



	(a)
	If
the Beneficiary is not the Participant's spouse, the end of the first calendar year beginning after the Participant's death; or



	(b)
	If
the Beneficiary is the Participant's spouse, the later of (i) the end of the first calendar year beginning after the Participant's death or (ii) the end of the
calendar year in which the Participant would have attained age 701/2. 




        If
distribution is to be made to a Participant's spouse, it shall be made available within a reasonable period of time after the Participant's death that is no less favorable than the
period of time applicable to other distributions. If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire vested
interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant's vested interest in his Account beginning as soon as reasonably practicable
following the Participant's date of death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving distribution. 


15.4 Cash Outs and Participant Consent  


        Notwithstanding any other provision of the Plan to the contrary, if a Participant's vested interest in his Account does not exceed $5,000, distribution of such
vested interest shall be made to the Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably practicable following his Settlement
Date. If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date. 



        If
a Participant's vested interest in his Account exceeds $5,000, distribution shall not commence to such Participant prior to his Normal Retirement Date without the Participant's
written consent. 


15.5 Required Commencement of Distribution  


        Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant's vested interest in his Account shall commence to the Participant
no later than the earlier of: 



	(a)
	unless
the Participant elects a later date, 60 days after the close of the Plan Year in which (i) the Participant's Normal Retirement Date occurs, (ii) the tenth
anniversary of the year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date occurs, whichever is latest; or



	(b)
	his
Required Beginning Date. 



37







 





        Distributions
required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Code Section 401(a)(9) and
regulations issued thereunder, including the minimum distribution incidental benefit requirements. 


15.6 Reemployment of a Participant  


        If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant whose Settlement Date
has not occurred. 


15.7 Restrictions on Alienation  


        Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and
(D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities
under ERISA, or a settlement agreement between theParticipant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA),
Section 1.401(a)-13(b)(2) of Treasury regulations (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under the Plan at any time shall
be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have
power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way
encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void. 



15.8 Facility of Payment  


        If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or
physical condition, including the infirmities of advanced age, such amount (unless prior claim therefore shall have been made by a duly qualified guardian or other legal representative) may, in the
discretion of the Administrator, be paid to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations
incurred by or on behalf of such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to
the Account from which any such payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability
therefore under the Plan. 


15.9 Inability to Locate Payee  


        If any benefit becomes payable to any person, or to the executor or administrator of any deceased person, and if that person or his executor or administrator does
not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and
makes such other diligent effort to locate the person as the Administrator determines, that benefit will be forfeited. However, if the payee later files a claim for that benefit, the benefit will be
restored. 


15.10   Distribution Pursuant to Qualified Domestic Relations Orders  


        Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate
payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participant's Settlement 


38







 



Date
has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan. 


ARTICLE XVI

FORM OF PAYMENT  


16.1 Form of Payment  



        Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum cash payment. 


16.2 Direct Rollover  


        Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided under this Article, a
"qualified distributee" may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any "eligible rollover distribution" paid directly by the Plan to
the "eligible retirement plan" designated by the "qualified distributee". Any such payment by the Plan to another "eligible retirement plan" shall be a direct rollover. 



        Notwithstanding
the foregoing, a "qualified distributee" may not elect a direct rollover with respect to a portion of an "eligible rollover distribution" if the value of such portion is
less than $500. For purposes of this Section, the following terms have the following meanings: 



	(a)
	An
"eligible retirement plan" means an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b),
an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a) that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving spouse, an eligible retirement plan does not include a qualified trust described in Code Section 401(a).



	(b)
	An
"eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Account; provided, however, that an eligible rollover distribution
does not include the following:



	(i)
	any
distribution to the extent such distribution is required under Code Section 401(a)(9).



	(ii)
	the
portion of any distribution that consists of the Participant's After-Tax Contributions.



	(iii)
	any
hardship withdrawal of Tax-Deferred Contributions made in accordance with the provisions of Article XIII.






	(c)
	A
"qualified distributee" means a Participant, his surviving spouse, or his spouse or former spouse who is an alternate payee under a qualified domestic relations order, as defined in
Code Section 414(p). 




16.3 Notice Regarding Forms of Payment  


        Within the 60 day period ending 30 days before a Participant's Benefit Payment Date, the Administrator shall provide the Participant with a written
explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the form of payment
provided under the Plan. Distribution of the Participant's Account may commence fewer than 30 days after such notice is provided to the Participant if (i) the Administrator clearly
informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to his Normal Retirement Date for a period of 


39







 



at
least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution. 


16.4 Distribution in the Form of Employer Stock  


        Notwithstanding any other provision of the Plan to the contrary, to the extent that his Account is invested in Employer stock on the date distribution is to be
made to a Participant, the Participant may elect to receive distribution of the fair market value of such Account in the form of Employer stock. 



16.5 Elimination of Optional Forms of Payment  


        Prior to the effective date of this amendment and restatement, the Plan provided for distribution in the form of installment payments. The Plan no longer provides
for distribution in that form. Notwithstanding the foregoing, if a Participant's Benefit Payment Date occurs before the earlier of (1) 90 days following the date the Participant is
provided with a notice describing elimination of such form of payment that meets the requirements of Department of Labor Regulations Section 2520.104b-3 or (2) the first day
of the second Plan Year following the Plan Year in which the amendment and restatement is adopted, the Participant may elect to receive distribution under the eliminated form of payment as provided
under the Plan as in effect immediately prior to the effective date of the amendment and restatement. 


ARTICLE XVII

BENEFICIARIES  


17.1 Designation of Beneficiary  


        An unmarried Participant's Beneficiary shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. A
married Participant's Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouse's written consent. For purposes of
this Section, a Participant shall be treated as unmarried and spousal consent shall not be required if the Participant is not married on his Benefit Payment Date. 


        If
no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the Beneficiary under
the Plan shall be the deceased Participant's surviving children in equal shares or, if there are no surviving children, the Participant's estate. If a Beneficiary dies after becoming entitled to
receive a distribution under the Plan but before distribution is made to him in full, and if the Participant has not designated another Beneficiary to receive the balance of the distribution in that
event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution. 


17.2 Spousal Consent Requirements  


        Any written spousal consent given pursuant to this Article must acknowledge the effect of the action taken and must be witnessed by a Plan representative
or a notary public. In addition, the spouse's written consent must either (i) specify any non-spouse Beneficiary designated by the Participant and that such Beneficiary may not be
changed without written spousal consent or (ii) acknowledge that the spouse has the right to limit consent to a specific Beneficiary, but permit the Participant to change the designated
Beneficiary without the spouse's further consent. A Participant's spouse will be deemed to have given written consent to the Participant's designation of Beneficiary if the Participant establishes to
the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of
the Code and regulations issued thereunder. Any written consent given or 


40







 



deemed
to have been given by a Participant's spouse hereunder shall be valid only with respect to the spouse who signs the consent. 


ARTICLE XVIII

ADMINISTRATION  


18.1 Authority of the Sponsor  


        The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall be responsible for the
administration of the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the
provisions of the Plan, including the power and authority to interpret and construe the provisions of the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan.
The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist in carrying out its duties hereunder. The Sponsor shall be a "named fiduciary" as that
term is defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of directors, may: 



	(a)
	allocate
any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA
Section 405(c)(3)) among named fiduciaries; and



	(b)
	designate
a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities; 




except
that no allocation by the Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority, or responsibilities to another named fiduciary or a person other than a named
fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a writing signed by it and delivered to the Sponsor. 



18.2 Discretionary Authority  


        In carrying out its duties under the Plan, including making benefit determinations, interpreting or construing the provisions of the Plan, and resolving disputes,
the Sponsor (or any individual to whom
authority has been delegated in accordance with Section 18.1) shall have absolute discretionary authority. 


18.3 Action of the Sponsor  


        Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and which has not been delegated in accordance with Section 18.1, may
be taken by a majority of the members of the board of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting, or by the employee or employees of the Sponsor designated
by the board of directors to carry out such acts on behalf of the Sponsor. All notices, advice, directions, certifications, approvals, and instructions required or authorized to be given by the
Sponsor as under the Plan shall be in writing and signed by either (i) a majority of the members of the Sponsor's board of directors or by such member or members as may be designated by an
instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) the employee or employees authorized to act for the Sponsor in
accordance with the provisions of this Section. 



18.4 Claims Review Procedure  


        Whenever a claim for benefits under the Plan filed by any person (herein referred to as the "Claimant") is denied, whether in whole or in part, the Sponsor shall
transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances 


41







 



require
an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the
specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or
information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary, (iv) that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, (v) records and other information relevant to the Claimant's claim, a description of the review procedures and in the event of an
adverse review decision, a statement describing any voluntary review procedures and the Claimant's right to obtain copies of such procedures, and (vi) a statement that there is no further
administrative review following the initial review, and that the Claimant has a right to bring a civil action under ERISA Section 502(a) if the Sponsor's decision on review is adverse to
the Claimant. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in
accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with
the Sponsor a written request therefor, which request shall contain the following information: 



	(a)
	the
date on which the Claimant's request was filed with the Sponsor; provided, however, that the date on which the Claimant's request for review was in fact filed with the Sponsor
shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;



	(b)
	the
specific portions of the denial of his claim which the Claimant requests the Sponsor to review;



	(c)
	a
statement by the Claimant setting forth the basis upon which he believes the Sponsor should reverse the previous denial of his claim for benefits and accept his claim as made; and



	(d)
	any
written material (offered as exhibits) which the Claimant desires the Sponsor to examine in its consideration of his position as stated pursuant to paragraph (c) of
this Section. 




        Within
60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of
such date, the Sponsor shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall render its written decision on review to the Claimant. The Sponsor's
decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons and Plan provisions upon which the Sponsor's decision was based.
Notwithstanding the foregoing, special procedures apply for processing claims and reviewing prior claim determinations if a Claimant's claim for benefits is contingent upon a determination as to
whether a Participant is Disabled under the Plan. 


18.5 Qualified Domestic Relations Orders  


        The Sponsor shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations
orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder. 


42









   18.6 Indemnification  


        In addition to whatever rights of indemnification the Trustee or the members of the Sponsor's board of directors or any employee or employees of the Sponsor to
whom any power, authority, or responsibility is delegated pursuant to Section 18.3, may be entitled under the articles of incorporation or regulations of the Sponsor, under any provision of
law, or under any other agreement, the Sponsor shall satisfy any liability actually and reasonably incurred by any such person or persons, including expenses, attorneys' fees, judgments, fines, and
amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection with any threatened, pending or completed action, suit, or proceeding which is related to
the exercising or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons in connection therewith, unless the same is judicially determined to be the result of such person or persons' gross
negligence or willful misconduct. 


18.7 Actions Binding  


        Subject to the provisions of Section 18.4, any action taken by the Sponsor which is authorized, permitted, or required under the Plan shall be final and
binding upon the Employers, the Trustee, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee. 


ARTICLE XIX

AMENDMENT AND TERMINATION  


19.1 Amendment  


        Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of its board of directors, or such officers of the
Sponsor as are authorized by its board of directors, amend the Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor. 


19.2 Limitation on Amendment  


        The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein
shall restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of
the Trust to revert to an Employer or any Related Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries. The Sponsor shall make no
retroactive amendment to the Plan unless such amendment satisfies the requirements of Code Section 401(b) and/or Section 1.401(a)(4)-11(g) of the Treasury regulations,
as applicable. 


19.3 Termination  


        The Sponsor reserves the right, by action of its board of directors, to terminate the Plan as to all Employers at any time (the effective date of such termination
being hereinafter referred to as the "termination date"). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries: 



	(a)
	As
of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any
unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a Valuation Date for purposes of 



43







 


Article XI.
In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the
Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income. 



	(b)
	All
Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were
his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Company
establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant's written consent to the
commencement of distribution shall not be required regardless of the value of the vested portions of his Account.



	(c)
	Notwithstanding
the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his
Tax-Deferred Contributions Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance
with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan
as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, or a simplified employee pension as defined in Code
Section 408(k)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this
provision shall not apply if fewer than two percent of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the
24-month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a "lump sum distribution" as defined in Code
Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof. 




        Notwithstanding
anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions
Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial
termination in his Employer Contributions Sub-Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there
shall be a complete discontinuance of contributions hereunder by all Employers. 



19.4 Reorganization  


        The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as
to such Employer. If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more
Participants terminates employment but continues in employment with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant from his
Tax-Deferred Contributions Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance
with Code Section 401(a)(9)), except that a distribution shall be permitted to be made in such a case, subject to the Participant's consent (to the extent required by law), if (i) the
distribution would constitute a "lump sum distribution" as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), or (IV) of
sub-paragraph (D)(i) thereof, (ii) the Employer continues to maintain the Plan after the disposition, (iii) the purchaser does not maintain the Plan after the
disposition, and 


44







 



(iv)
the distribution is made by the end of the second calendar year after the calendar year in which the disposition occurred. 


19.5 Withdrawal of an Employer  


        An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being
hereinafter referred to as the "withdrawal date"), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the
event of its complete discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other
Employer. Upon the withdrawal of an Employer, the withdrawing Employer shall determine whether a partial termination has occurred with respect to its Employees. In the event that the withdrawing
Employer determines a partial termination has occurred, the action specified in Section 19.3 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to
Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company.
The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant
employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Accounts shall be made by reason of the
withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan. 


ARTICLE XX

ADOPTION BY OTHER ENTITIES  


20.1 Adoption by Related Companies  


        A Related Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written
instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority. Any such instrument shall specify the effective date of the adoption. 


20.2 Effective Plan Provisions  


        An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any
amendment to the Plan. 


ARTICLE XXI

MISCELLANEOUS PROVISIONS  



21.1 No Commitment as to Employment  


        Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related
Company, or as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period. 


21.2 Benefits  


        Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the
Trustee, Participants, and Beneficiaries. 


45







 



21.3 No Guarantees  


        The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may
become due to any person hereunder. 



21.4 Expenses  


        The expenses of administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust as a general charge
thereon, unless the Sponsor elects to make payment. Notwithstanding the foregoing, the Sponsor may direct that administrative expenses that are allocable to the Account of a specific Participant shall
be paid from that Account and that the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment Fund shall be paid by the
Trustee from such Investment Fund. 


21.5 Precedent  


        Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under
similar circumstances. 


21.6 Duty to Furnish Information  


        The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the
other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law. 



21.7 Merger, Consolidation, or Transfer of Plan Assets  


        The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately
after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have
received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated). 



21.8 Back Pay Awards  


        The provisions of this Section shall apply only to an Employee or former Employee who becomes entitled to back pay by an award or agreement of an Employer
without regard to mitigation of damages. If a person to whom this Section applies was or would have become an Eligible Employee after such back pay award or agreement has been effected, and if
any such person who had not previously elected to make Tax-Deferred Contributions pursuant to Section 4.1 shall within 30 days of the date he receives notice of the
provisions of this Section make an election to make Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to any Enrollment Date as of which he was or has
become eligible to do so), then such Participant may elect that any Tax-Deferred Contributions not previously made on his behalf but which, after application of the foregoing provisions of
this Section, would have been made under the provisions of Article IV shall be made out of the proceeds of such back pay award or agreement. In addition, if any such Employee or former Employee
would have been eligible to participate in the allocation of Employer Contributions under the provisions of Article VI or XXII for any prior Plan Year after such back pay award or agreement has
been effected, his Employer shall make an Employer Contribution equal to the amount of the Employer Contribution which would have been allocated to such Participant under the provisions of
Article VI or XXII as in effect during each such Plan Year. The amounts of such additional contributions shall be credited to the Account of such Participant. Any additional contributions made 


46







 



pursuant
to this Section shall be made in accordance with, and subject to the limitations of the applicable provisions of the Plan. 


21.9 Condition on Employer Contributions  


        Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued
qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the deductibility of the contribution under Code Section 404.
Except as otherwise provided in this Section and Section 21.10, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company. 


21.10   Return of Contributions to an Employer  


        Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder: 



	(a)
	is
made under a mistake of fact, or



	(b)
	is
disallowed as a deduction under Code Section 404, 




such
contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. In the
event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the
initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B). 



21.11   Validity of Plan  


        The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the
Trustee has its principal place of business or, if the Trustee is an individual or group of individuals, the state or commonwealth in which the Sponsor has its principal place of business, except as
preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof. 



21.12   Trust Agreement  


        The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust
Agreement are hereby incorporated by reference into the Plan. 


21.13   Parties Bound  


        The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators,
successors, and assigns of each of them. 



21.14   Application of Certain Plan Provisions  


        For purposes of the general administrative provisions and limitations of the Plan, a Participant's Beneficiary or alternate payee under a qualified domestic
relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic
relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a 


47







 



Participant
for all purposes of the Plan. A Participant's Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for
purposes of directing investments as provided in Article X. 


21.15   Merged Plans  


        In the event another defined contribution plan (the "merged plan") is merged into and made a part of the Plan, each Employee who was eligible to participate in
the "merged plan" immediately prior to the merger shall become an Eligible Employee on the date of the merger. In no event shall a Participant's vested interest in his Sub-Account
attributable to amounts transferred to the Plan from the "merged plan" (his "transferee Sub-Account") on and after the merger be less than his vested interest in his account under the
"merged plan" immediately prior to the merger.
Notwithstanding any other provision of the Plan to the contrary, a Participant's service credited for eligibility and vesting purposes under the "merged plan" as of the merger, if any, shall be
included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. Special provisions applicable to a Participant's "transferee
Sub-Account", if any, shall be specifically reflected in the Plan or in an Addendum to the Plan. 



21.16   Transferred Funds  


        If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions
applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing. 


21.17   Veterans Reemployment Rights  


        Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be
provided in accordance with Code Section 414(u). The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified
military service. 


21.18   Delivery of Cash Amounts  


        To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through any means acceptable to the Trustee,
including wire transfer. 



21.19   Written Communications  


        Any communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that
is acceptable to the receiving party and permitted under applicable law. In addition, any communication or disclosure to or from Participants and/or Beneficiaries that is required under the terms of
the Plan to be made in writing may be provided in any other medium (electronic, telephonic, or otherwise) that is acceptable to the Administrator and permitted under applicable law. 


ARTICLE XXII

TOP-HEAVY PROVISIONS  


22.1 Definitions  


        For purposes of this Article, the following terms shall have the following meanings: 


        The
"compensation" of an employee means compensation as defined in Code Section 415 and regulations issued thereunder. In no event,
however, shall the "compensation" of a Participant taken 


48







 



into
account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar
increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the "compensation" of a Participant is determined over a period of
time that contains fewer than 12 calendar months, then the annual "compensation" limitation described above shall be adjusted with respect to that Participant by multiplying the annual "compensation"
limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration
is "required" for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on "compensation" for a period of at least 12 months. 


        The
"determination date" with respect to any Plan Year means the last day of the preceding Plan Year, except that the "determination date"
with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year. 


        A
"key employee" means any Employee or former Employee who is a "key employee" pursuant to the provisions of Code
Section 416(i)(1) and any Beneficiary of such Employee or former Employee. 


        A
"non-key employee" means any Employee who is not a "key employee". 


        A
"permissive aggregation group" means those plans included in each Employer's "required aggregation group" together with any other plan
or plans of the Employer, so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410. 


        A
"required aggregation group" means the group of tax-qualified plans maintained by an Employer or a Related Company
consisting of each plan in which a "key employee" participates and each other plan that enables a plan in which a "key employee" participates to meet the requirements of Code
Section 401(a)(4) or Code Section 410, including any plan that terminated within the five-year period ending on the relevant "determination date". 


        A
"super top-heavy group" with respect to a particular Plan Year means a "required" or "permissive aggregation group" that, as
of the "determination date", would qualify as a "top-heavy group" under the definition in this Section with "90 percent" substituted for "60 percent" each place where
"60 percent" appears in the definition. 


        A
"super top-heavy plan" with respect to a particular Plan Year means a plan that, as of the "determination date", would
qualify as a "top-heavy plan" under the definition in this Section with "90 percent" substituted for "60 percent" each place where "60 percent" appears in the
definition. A plan is also a "super top-heavy plan" if it is part of a "super top-heavy group". 


        A
"top-heavy group" with respect to a particular Plan Year means a "required" or "permissive aggregation group" if the sum, as
of the "determination date", of the present value of the cumulative accrued benefits for "key employees" under all defined benefit plans included in such group and the aggregate of the account
balances of "key employees" under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such
group. 


        A
"top-heavy plan" with respect to a particular Plan Year means (i), in the case of a defined contribution plan (including any
simplified employee pension plan), a plan for which, as of the "determination date", the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and
rulings thereunder) of "key employees" exceeds 60 percent of the aggregate of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and
increased for any distribution of an account balance made in the five-year period ending on the "determination date", (ii), in the case of a defined benefit plan, a plan for which, as of
the "determination date", the present value of the cumulative accrued benefits payable under the plan 


49







 



(within
the meaning of Code Section 416(g) and the regulations and rulings thereunder) to "key employees" exceeds 60 percent of the present value of the cumulative accrued benefits under
the plan for all employees, with the present value of accrued benefits for employees (other than "key employees") to be determined under the accrual method uniformly used under all plans maintained by
an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and including the present value of any
part of any accrued benefits distributed in the five-year period ending on the "determination date", and (iii) any plan (including any simplified employee pension plan) included in
a "required aggregation group" that is a "top-heavy group". For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer
or a Related Company during the five-year period ending on the "determination date" shall be disregarded. For purposes of this paragraph, the present value of cumulative accrued benefits
under a defined benefit plan for purposes of top-heavy determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that the same actuarial
assumptions shall be used for all plans within a "required" or "permissive aggregation group". A Participant's interest in the Plan attributable to any Rollover Contributions, except Rollover
Contributions made from a plan maintained by an Employer or a Related Company, shall not be considered in determining whether the Plan is top-heavy. Notwithstanding the foregoing, if a
plan is included in a "required" or "permissive aggregation group" that is not a "top-heavy group", such plan shall not be a "top-heavy plan". 



        The
"valuation date" with respect to any "determination date" means the most recent Valuation Date occurring within the
12-month period ending on the "determination date". 


22.2 Applicability  


        Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan Year in which the Plan
is determined to be a "top-heavy plan" as hereinafter defined. If the Plan is determined to be a "top-heavy plan" and upon a subsequent "determination date" is determined no
longer to be a "top-heavy plan", the vesting provisions of this Article shall continue to apply. 


22.3 Minimum Employer Contribution  


        If the Plan is determined to be a "top-heavy plan" for a Plan Year, the Employer Contributions, other than Matching Contributions, allocated to the
Account of each "non-key employee" who is an Eligible Employee and who is employed by an Employer or a Related Company on the last day of such top-heavy Plan Year shall be no
less than the lesser of (i) three percent of his "compensation" or (ii) the largest percentage of "compensation" that is allocated as an Employer Contribution and/or
Tax-Deferred Contribution for such Plan Year to the Account of any "key employee"; except that, in the event the Plan is part of a "required aggregation group", and the Plan enables a
defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer Contributions to each such "non-key
employee" shall be three percent of the "compensation" of such "non-key employee". Any minimum allocation to a "non-key employee" required by this Section shall be made without
regard to any social security contribution made on behalf of the non-key employee, his number of hours of service, his level of "compensation", or whether he declined to make
elective or mandatory contributions. 


        Employer
Contributions allocated to a Participant's Account in accordance with this Section shall be considered "annual additions" under Article VII for the "limitation
year" for which they are made and shall be separately accounted for. Employer Contributions allocated to a Participant's Account shall be allocated upon receipt among the Investment Funds in
accordance with the Participant's currently effective investment election. 


50









   22.4 Accelerated Vesting  


        If the Plan is determined to be a "top-heavy plan", a Participant's vested interest in his Employer Contributions Sub-Account shall be
determined no less rapidly than in accordance with the following vesting schedule: 



	Years of Vesting Service
 
	 	Vested Interest
	 
	Less than 1	 	0	%
	1, but less than 2	 	20	%
	2, but less than 3	 	40	%
	3, but less than 4	 	60	%
	4, but less than 5	 	80	%
	5 or more	 	100	%





51







 
*
* * 


EXECUTED
AT                        ,
                        ,
this                        day
of                        ,
                        .
 



	

 	
 	

THE SPORTS AUTHORITY, INC.
	

 	
 	

By:	
 	

 Title




52







 
APPENDIX

TO

THE SPORTS AUTHORITY 401(K) RETIREMENT PLAN  


Re:
Minimum Distribution Requirements 


SECTION I

DEFINITIONS  


1.3   Definitions  


        For purposes of this Appendix the following terms have the following meanings. Except as otherwise specifically provided herein, any term defined in
Section 1.1 of the Plan has the meaning given such term in such Section. 


        A
Participant's "designated beneficiary" means the individual who is designated as the Participant's Beneficiary under Article XVII
of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 


        A
"distribution calendar year" means a calendar year for which a minimum distribution is required. For distributions beginning before the
Participant's death, the first "distribution calendar year" is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions
beginning after the Participant's death, the first "distribution calendar year" is the calendar year in which distributions are required to begin under Section 3.2 of this Appendix. The
required minimum distribution for the Participant's first "distribution calendar year" will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other
"distribution calendar years", including the required minimum distribution for the "distribution calendar year" in which the Participant's Required Beginning Date occurs, will be made on or
before December 31 of that "distribution calendar year". 


        A
Participant's or Beneficiary's "life expectancy" means his life expectancy as computed by use of the Single Life Table in
Section 1.401(a)(9)-9 of the Treasury regulations. 


        A
"Participant's account balance" means the Account balance as of the last Valuation Date in the calendar year immediately preceding the
"distribution calendar year" (the "valuation calendar year") increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the
"valuation calendar year" after the Valuation Date and decreased by distributions made in the "valuation calendar year" after the Valuation Date. The Account balance for the "valuation calendar year"
includes any amounts rolled over or transferred to the Plan either in the "valuation calendar year" or in the "distribution calendar year" if distributed or transferred in the "valuation calendar
year". 


SECTION II

GENERAL RULES  


2.11 Effective Date  


        The provisions of this Appendix will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar
year. 


2.12 Precedence  


        The requirements of this Appendix will take precedence over any inconsistent provisions of the Plan. 


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2.13 Requirements of Treasury Regulations Incorporated  


        All distributions required under this Appendix will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9). 


SECTION III

TIME AND MANNER OF DISTRIBUTION  



3.6   Required Beginning Date  


        A Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date. 


3.7   Death of Participant Before Distributions Begin  


        If a Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows: 



	(a)
	If
the Participant's surviving spouse is the Participant's sole "designated beneficiary", then distributions to the surviving spouse will begin by December 31 of the calendar
year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 701/2, if
later.



	(b)
	If
the Participant's surviving spouse is not the Participant's sole "designated beneficiary", then distributions to the "designated beneficiary" will begin by December 31 of
the calendar year immediately following the calendar year in which the Participant died.



	(c)
	If
there is no "designated beneficiary" as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by
December 31 of the calendar year containing the fifth anniversary of the Participant's death.



	(d)
	If
the Participant's surviving spouse is the Participant's sole "designated beneficiary" and the surviving spouse dies after the Participant but before distributions to the surviving
spouse begin, this Section 3.2, other than Section 3.2(a), will apply as if the surviving spouse were the Participant. 




        For
purposes of this Section 3.2 and Section V, unless Section 3.2(d) applies, distributions are considered to begin on the Participant's Required Beginning Date. If
Section 3.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 3.2(a). If distributions under
an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant's Required Beginning Date (or to the Participant's surviving spouse before the date
distributions are required to begin to the surviving spouse under Section 3.2(a)), the date distributions are considered to begin is the date distributions actually commence. 


3.8   Forms of Distribution  


        Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required
Beginning Date, as of the first "distribution calendar year", distributions will be made in accordance with Sections IV and V of this Appendix. If the Participant's interest is distributed in
the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the Treasury
regulations. 


54







 


SECTION IV

REQUIRED MINIMUM DISTRIBUTIONS

DURING PARTICIPANT'S LIFETIME  


4.8   Amount of Required Minimum Distribution For Each Distribution Calendar Year  



        During the Participant's lifetime, the minimum amount that will be distributed for each "distribution calendar year" is the lesser of: 



	(a)
	the
quotient obtained by dividing the "Participant's account balance" by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of
the Treasury regulations, using the Participant's age as of the Participant's birthday in the "distribution calendar year"; or



	(b)
	if
the Participant's sole "designated beneficiary" for the "distribution calendar year" is the Participant's spouse, the quotient obtained by dividing the "Participant's account
balance" by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of
the Participant's and spouse's birthdays in the "distribution calendar year". 






4.9   Lifetime Required Minimum Distributions Continue Through Year of Participant's Death  


        Required minimum distributions will be determined under this Section IV beginning with the first "distribution calendar year" and up to and including the
"distribution calendar year" that includes the Participant's date of death. 


SECTION V

REQUIRED MINIMUM DISTRIBUTIONS

AFTER PARTICIPANT'S DEATH  


5.4   Death On or After Date Distributions Begin  


        If a Participant dies on or after the date distributions begin, the following rules shall apply. 



	(a)
	If
there is a "designated beneficiary", the minimum amount that will be distributed for each "distribution calendar year" after the year of the Participant's death is the quotient
obtained by dividing the "Participant's account balance" by the longer of the remaining "life expectancy" of the Participant or the remaining "life expectancy" of the Participant's "designated
beneficiary", determined as follows:



	(1)
	The
Participant's remaining "life expectancy" is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.



	(2)
	If
the Participant's surviving spouse is the Participant's sole "designated beneficiary", the remaining "life expectancy" of the surviving spouse is calculated for each "distribution
calendar year" after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For "distribution calendar years" after the year of the
surviving spouse's death, the remaining "life expectancy" of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's
death, reduced by one for each subsequent calendar year.



	(3)
	If
the Participant's surviving spouse is not the Participant's sole "designated beneficiary", the "designated beneficiary's" remaining "life expectancy" is calculated using the age of
the beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year. 






55







 



	(b)
	If
there is no "designated beneficiary" as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each
"distribution calendar year" after the year of the Participant's death is the quotient obtained by dividing the "Participant's account balance" by the Participant's remaining "life expectancy"
calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 




5.5   Death Before Date Distributions Begin  


        If the Participant dies before the date distributions begin, the following rules shall apply. 



	(a)
	If
there is a "designated beneficiary", the minimum amount that will be distributed for each "distribution calendar year" after the year of the Participant's death is the quotient
obtained by dividing the "Participant's account balance" by the remaining "life expectancy" of the Participant's "designated beneficiary", determined as provided in Section 5.1 of this
Appendix.



	(b)
	If
there is no "designated beneficiary" as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be
completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.



	(c)
	If
the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole "designated beneficiary", and the surviving spouse dies
before distributions are required to begin to the surviving spouse under Section 3.2(a) of this Appendix, this Section 5.2 will apply as if the surviving spouse were the
Participant. 



56















QuickLinks



Exhibit 10.5.1


THE SPORTS AUTHORITY 401(k) RETIREMENT PLAN January 1, 2004 Restatement