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                                                                                                                                                                                                                                                                                                                                                                                                    GREAT-WEST TRUST COMPANY  DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





 






                                                                             Defined Contribution Prototype Plan                                                                                                                                                                 TABLE OF CONTENTS                 ARTICLE I, DEFINITIONS                         1.60    SIMPLE Contribution ...................................... 12  1.01    Account ............................................................... 1 1.61 Sponsor ............................................................. 12  1.02    Account Balance or Accrued Benefit .................. 1 1.62 Successor Plan .................................................. 12  1.03    Accounting Date ................................................. 1 1.63 Taxable Year .................................................... 12  1.04    Adoption Agreement ........................................... 1 1.64 Transfer ............................................................ 12  1.05    Advisory Letter ................................................... 1 1.65 Trust ................................................................. 12  1.06    Annuity Contract ................................................. 1 1.66 Trust Fund ........................................................ 12  1.07    Appendix ............................................................. 2 1.67 Trustee/Custodian ............................................. 12  1.08    [Reserved] ........................................................... 2 1.68 USERRA .......................................................... 12  1.09    Beneficiary .......................................................... 2 1.69 Valuation Date .................................................. 12  1.10    Code .................................................................... 2 1.70 Vested ............................................................... 12  1.11    Compensation ..................................................... 2 1.71 Volume Submitter Plan .................................... 12  1.12    Contribution Types ............................................. 4 ARTICLE II, ELIGIBILITY AND PARTICIPATION  1.13    Defined Contribution Plan .................................. 4 2.01 Eligibility .......................................................... 13  1.14    Defined Benefit Plan ........................................... 5 2.02 Application of Service Conditions .................... 13  1.15    Differential Wage Payment ................................. 5 2.03 Break in Service - Participation ........................ 14  1.16    Disability ............................................................. 5 2.04 Participation upon Re-employment .................. 15  1.17    Designated IRA Contribution ............................. 5 2.05 Change in Employment Status ......................... 15  1.18    DOL .................................................................... 5 2.06 Participation Opt-Out ....................................... 15  1.19    Earnings .............................................................. 5 ARTICLE III, PLAN CONTRIBUTIONS AND  1.20    Effective Date ..................................................... 5 FORFEITURES  1.21    Elective Deferrals ................................................ 5 3.01 Contribution Types ........................................... 16  1.22    Employee ............................................................ 5 3.02 Elective Deferrals ............................................. 16  1.23    Employee Contribution and DECs ...................... 7 3.03 Matching Contributions .................................... 21  1.24    Employer ............................................................. 7 3.04 Nonelective/Employer Contributions ............... 22  1.25    Employer Contribution ....................................... 7 3.05 Safe Harbor 401(k) Contributions .................... 25  1.26    Entry Date ........................................................... 7 3.06 Allocation Conditions ....................................... 30  1.27    EPCRS ................................................................ 7 3.07 Forfeiture Allocation ........................................ 32  1.28    ERISA ................................................................. 7 3.08 Rollover Contributions ..................................... 33  1.29    401(k) Plan .......................................................... 8 3.09 Employee Contributions ................................... 35  1.30    401(m) Plan......................................................... 8 3.10 SIMPLE 401(k) Contributions ......................... 35  1.31    HEART Act ........................................................ 8 3.11 USERRA/HEART ACT Contributions ............ 36  1.32    Hour of Service ................................................... 8 3.12 Designated IRA Contributions ......................... 37  1.33    IRS ...................................................................... 9 3.13 Deductible Employee Contributions (DECs).... 38  1.34    Limitation Year ................................................... 9  1.35    Matching Contribution ........................................ 9 ARTICLE IV, LIMITATIONS AND TESTING  1.36    Money Purchase Pension Plan/Money                   4.01    Annual Additions Limit .................................... 39          Purchase Pension Contribution ........................... 9 4.02 Annual Additions Limit Code §415  1.37    Named Fiduciary ............................................... 10 Aggregated Plans .............................................. 39  1.38    Nonelective Contribution .................................. 10 4.03 Disposition of Excess Annual Additions .......... 40  1.39    Opinion Letter ................................................... 10 4.04 No Combined DCP/DBP Limitation ................ 40  1.40    Paid Time Off Plan ........................................... 10 4.05 Definitions: Sections 4.01-4.04 ........................ 40  1.41    Participant ......................................................... 10 4.06 Annual Testing Elections.................................. 42  1.42    Plan ................................................................... 10 4.07 Testing Based On Benefits ............................... 43  1.43    Plan Administrator ............................................ 10 4.08 Amendment To Pass Testing ............................ 44  1.44    Plan Year .......................................................... 10 4.09 Application Of Compensation Limit ................ 44  1.45    Practitioner ........................................................ 10 4.10 401(k) (Or Other Plan) Testing......................... 44  1.46    Predecessor Employer/Predecessor Plan ........... 10 4.11   Definitions: Sections 4.06-4.10 ........................ 50  1.47    Prevailing Wage Contract/Contribution ............ 10              ARTICLE V, VESTING  1.48    Profit Sharing Plan ............................................ 10 5.01 Normal/Early Retirement Age .......................... 52  1.49    Protected Benefit ............................................... 11 5.02 Participant Death or Disability ......................... 52  1.50    Prototype Plan/Master Plan (M&P Plan) .......... 11 5.03    Vesting Schedule .............................................. 52  1.51    QDRO ............................................................... 11 5.04 Cash-Out Distribution/Possible Restoration ..... 53  1.52    Qualified Military Service................................. 11 5.05 Year of Service - Vesting ................................. 55  1.53    Qualified Reservist Distribution (QRD) ............ 11 5.06 Break in Service and Forfeiture Break in  1.54    Restated Plan ..................................................... 11 Service - Vesting .............................................. 55  1.55    Rollover Contribution ....................................... 11 5.07 Forfeiture Occurs .............................................. 56  1.56    Safe Harbor Contribution .................................. 11 5.08 Amendment to Vesting Schedule ..................... 56  1.57    Salary Reduction Agreement ............................ 11 5.09 Employee Contributions ................................... 56  1.58    Separation from Service/Severance from                         ARTICLE VI, DISTRIBUTIONS          Employment ...................................................... 11 6.01 Timing of Distribution ...................................... 57  1.59    Service .............................................................. 12 6.02 Required Minimum Distributions ..................... 61    © 2014 Great-West Trust Company, LLC or its suppliers                                                         1  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                   6.03    Post-Separation (Severance), Lifetime RMD,          11.03   Amendment by Prototype Sponsor/Volume          and Beneficiary Distribution Methods .............. 63      Submitter Practitioner ....................................... 97  6.04    Annuity Distributions to Participants and to        11.04   Frozen Plan/Discontinuance of Contributions .. 97          Surviving Spouses ............................................. 65 11.05 Plan Termination .............................................. 98  6.05    QDRO Distributions ......................................... 67 11.06 Merger/Direct Transfer ..................................... 99  6.06    Defaulted Loan - Timing of Offset ................... 67 ARTICLE XII, MULTIPLE EMPLOYER PLAN  6.07    Hardship Distribution ........................................ 68 12.01 Election/Overriding Effect ............................. 100  6.08    Direct Rollover of Eligible Rollover                12.02   Definitions ...................................................... 100          Distributions...................................................... 69 12.03 Participating Employer Elections ................... 100  6.09    Replacement of $5,000 Amount........................ 71 12.04 HCE Status ..................................................... 100  6.10    TEFRA Elections .............................................. 71 12.05 Testing ............................................................ 100  6.11    Deemed Severance Distributions ...................... 71 12.06 Top-Heavy ...................................................... 101     ARTICLE VII, ADMINISTRATIVE PROVISIONS                   12.07   Compensation ................................................. 101  7.01    Employer Administrative Provisions ................ 72 12.08 Service ............................................................ 101  7.02    Plan Administrator ............................................ 72 12.09 Required Minimum Distributions ................... 101  7.03    Direction of Investment .................................... 73 12.10 Cooperation and Indemnification ................... 101  7.04    Account Administration, Valuation and               12.11   Involuntary Termination ................................. 101          Expenses ........................................................... 74 12.12 Voluntary Termination ................................... 102  7.05    Participant Administrative Provisions ............... 77   7.06    Plan Loans......................................................... 79  7.07    Lost Participants................................................ 79  7.08    Plan Correction ................................................. 80  7.09    Prototype/Volume Submitter Plan Status .......... 81  7.10    Plan Communications, Interpretation, and          Construction ...................................................... 81  7.11    Divestment of Employer Securities ................... 82      ARTICLE VIII, TRUSTEE AND CUSTODIAN,                POWERS AND DUTIES  8.01    Acceptance ........................................................ 84  8.02    Investment Powers and Duties .......................... 84  8.03    Named Fiduciary ............................................... 87  8.04    Form of Distribution (Cash or Property) ........... 87  8.05    Trustee/Custodian Fees and Expenses .............. 87  8.06    Third Party Reliance ......................................... 87  8.07    Appointment of Ancillary Trustee or          Independent Fiduciary....................................... 88  8.08    Resignation and Removal ................................. 88  8.09    Investment In Group Trust Fund ....................... 89  8.10    Combining Trusts of Employer's Plans ............. 89  8.11    Amendment/Substitution of Trust ..................... 89  8.12    Cross-Pay Provision .......................................... 89       ARTICLE IX, PROVISIONS RELATING TO       INSURANCE AND INSURANCE COMPANY  9.01    Insurance Benefit .............................................. 90  9.02    Limitations On Coverage .................................. 90  9.03    Disposition of Life Insurance Protection ........... 90  9.04    Dividends .......................................................... 90  9.05    Limitations On Insurance Company Duties ...... 90  9.06    Records/Information ......................................... 91  9.07    Conflict With Plan ............................................ 91  9.08    Appendix B Override ........................................ 91  9.09    Definitions ........................................................ 91         ARTICLE X, TOP-HEAVY PROVISIONS  10.01   Determination of Top-Heavy Status ................. 92  10.02   Top-Heavy Minimum Allocation ...................... 92  10.03   Plan Which Will Satisfy Top-Heavy ................. 92  10.04   Top-Heavy Vesting ........................................... 93  10.05   Safe Harbor/SIMPLE Plan Exemption.............. 93  10.06   Definitions ........................................................ 93   ARTICLE XI, EXCLUSIVE BENEFIT, AMENDMENT,                 AND TERMINATION  11.01   Exclusive Benefit .............................................. 96  11.02   Amendment by Employer ................................. 96     © 2014 Great-West Trust Company, LLC or its suppliers                                                         2  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                                                                     DEFINITIONS                                                  MASTER LIST                                                                                                                           Applicable Defined Contribution Plan. 7.11(A)(1)      Account. 1.01                                                                                                             Applicable Individual/Deferrals. 7.11(B)(1)      Account Balance. 1.02                                                                                                     Applicable Individual/Employer Contributions.      Accounting Date. 1.03                                       7.11(C)(1)                                                                    Accrued Benefit. 1.02                                       Applicable Percentage. 6.04(A)(8)(b)                                                                    ACA. 3.02(B)(1)                                             Associated Matching Contribution. 3.07(A)(1)(b)                                                                    ACP Limit. 4.10(C)(1)                                       Automatic Contribution Arrangement (ACA).                                                                  3.02(B)(1)      ACP Participant. 4.11(A)                                                                                                  Automatic Deferral. 1.21(C), 3.02(B)(4)(a)      ACR (actual contribution ratio). 4.10(C)(5)(a)                                                                            Automatic Deferral Percentage/Increases.      Actual Method. 1.32(A)(1)                                   3.02(B)(4)(b)                                                                    Actuarial Factor. 3.04(B)(5)(b)                             Automatic Rollover. 6.08(D)                                                                    Additional Matching Contribution. 1.35(G),                  Basic Matching Contribution. 1.35(E), 3.05(E)(4)      3.05(F)(1)                                                                                                                Beneficiary. 1.09      Ad-Hoc. 6.03(A)(6)                                                                                                        Benefit Factor. 3.04(B)(5)(a)      Administrative Checklist. 7.02(C)(2)                                                                                      Break in Service. 1.32(A)(3)(i), 2.03(A), 5.06(A)      Adoption Agreement. 1.04                                                                                                  Cash or Deferred Arrangement (CODA). 3.02(C)      ADP Limit. 4.10(B)(1)                                                                                                     Cash-Out Distribution. 5.04(A)(2)      ADP Participant. 4.11(B)                                                                                                  Catch-Up Deferral. 1.21(D), 3.02(D)(2)      ADR (actual deferral ratio). 4.10(B)(4)(a)                                                                                Catch-Up Eligible Participant. 3.02(D)(1)      Advisory Letter. 1.05                                                                                                     Cessation of Affiliation. 4.05(C)      Aggregate Contributions. 4.10(C)(2)                                                                                       Client Organization ("CO"). 12.02(D)(1)      Allocable Income. 4.11(C)                                                                                                 Code. 1.10      Alternative Annuity. 1.06(B), 6.03(A)(5)                                                                                  Code §415 Aggregated Plan. 4.05(D)      Alternative Defined Contribution Plan. 11.05(F)(1)                                                                        Code §415 Compensation. 1.11(B)(3), 4.05(F)      Alternative (general) 415 Compensation. 1.11(B)(4)                                                                        Code §3401(a) Wages. 1.11(B)(2)      Anniversary Year. 2.02(C)(3)                                                                                              Collective Bargaining Employees. 1.22(D)(1)      Annual Additions. 4.05(A)                                                                                                 Combined Plans Limitation. 4.05(E)      Annual Additions Limit. 4.05(B)                                                                                           Compensation. 1.11, 1.22(E)(3), 3.01(B), 3.02(A)(2),      Annuity Contract. 1.06                                      3.02(B)(4)(c), 3.02(C), 3.05(C), 3.10(C), 3.11(C),                                                                  3.12(C)(4)(c), 4.05(F), 4.07(D), 4.07(E), 4.11(D),      Annuity Starting Date. 1.06(A), 6.01(A)(2)(h)               10.06(A)                                                                    Appendix. 1.07                                              Compensation Dollar Limit. 1.11(E)                                                                    Applicable Contribution Rate. 4.10(D)(1)(b)                 Contract(s). 9.09(A)                                                                  © 2014 Great-West Trust Company, LLC or its suppliers                                                         1  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                       Contrary Election. 3.02(B)(4)(d)                            Elective Deferrals. 1.21                                                                    Contrary Election Effective Date. 3.02(B)(4)(e)             Elective Deferral Limit. 4.10(A)(1)                                                                    Contribution Types. 1.12                                    Elective Transfer. 11.06(E)(1)                                                                    Cross-Over Date. 4.06(C)(1)(c)                              Eligible Automatic Contribution Arrangement                                                                  (EACA). 3.02(B)(2)      Current Year Testing. 4.11(E)                                                                                             Eligible Employee. 1.22(C)      Custodian. 1.67                                                                                                           Eligible Retirement Plan. 6.08(F)(2)      DCD. 6.02(E)(3)                                                                                                           Eligible Rollover Distribution. 6.08(F)(3)      DCY. 6.02(E)(2)                                                                                                           Eligibility Computation Period. 2.02(C)(1)      Deductible Employee Contributions (DECs). 1.23,               3.13                                                        Employee. 1.22, 12.02(A)                                                                    Deemed Disability Compensation. 1.11(K)                     Employee Contribution. 1.23                                                                    Deemed 125 Compensation. 1.11(C)                            Employer. 1.24, 4.05(G), 10.06(D)                                                                    Defined Benefit Plan. 1.14                                  Employer Contribution. 1.25                                                                    Defined Contribution Plan. 1.13                             Employment Commencement Date. 2.02(C)(4)                                                                    Designated Beneficiary. 1.09(A), 6.02(E)(1)                 Enhanced Matching Contribution. 1.35(F),                                                                  3.05(E)(6)      Designated IRA Contribution. 1.17                                                                                         Entry Date. 1.26, 2.02(D)(1)      Determination Date. 10.06(B)                                                                                              EPCRS. 1.27      Determination (look-back) Period. 10.06( C )                                                                              Equivalency Method. 1.32(A)(2)      Differential Wage Payment. 1.15                                                                                           ERISA. 1.28                                                                    Direct Rollover. 6.08(F)(1)                                 ERISA Fee Recapture Account. 7.04(D)(1)                                                                    Disability. 1.16                                            Excess Aggregate Contributions. 4.10(C)(3)                                                                    Discretionary Matching Contribution. 1.35(B)                Excess Amount. 4.05(H)                                                                    Discretionary Nonelective Contribution. 1.38(B)             Excess Contributions. 4.10(B)(2)                                                                    Distribution Requiring Consent. 6.01(A)(2)(a)               Excess Deferral. 4.10(A)(2)                                                                    Dividends. 9.09(B)                                          Excluded Compensation. 1.11(G)                                                                    DOL. 1.18                                                   Excluded Employee. 1.22(D)                                                                    EACA. 3.02(B)(2)                                            Exempt Participants. 6.04(G)(1)                                                                    EACA Effective Date. 3.02(B)(2)(a)(i)                       Fixed Matching Contribution. 1.35(A)                                                                    Early Retirement Age. 5.01                                  Fixed Nonelective Contribution. 1.38(A)                                                                    Earned Income. 1.11(J)                                      Forfeiture Break in Service. 5.06(B)                                                                    Earnings. 1.19                                              Formerly Affiliated Plan. 4.05(I)                                                                    Effective Date. 1.20                                        Frozen Plan. 1.42(B)                                                                    Elapsed Time Method. 1.32(A)(3)                             401(k) Plan. 1.29                                                                    © 2014 Great-West Trust Company, LLC or its suppliers                                                         2  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                       401(m) Plan. 1.30                                           Mass Submitter. 11.03(A)                                                                    Gap Period. 4.11(F)                                         Master Plan. 1.50                                                                    Gateway Contribution. 4.07(A)(1)                            Matching Contribution. 1.35                                                                    HCE. 1.22(E)                                                Matching Rate. 4.10(D)(2)(b)                                                                    HCE Group. 4.10(B)(4))(b), 4.10(C)(5)(b), 4.11(G)           Modified AGI. 3.12(C)(4)(b)                                                                    HEART Act. 1.31                                             Money Purchase Pension Contribution. 1.36                                                                    Highest Allocation Rate. 4.07(E)(1)                         Money Purchase Pension Plan. 1.36                                                                                                                                Multiple Employer Plan. 1.42(A)      Highest Contribution Rate. 10.06(E)                                                                                       Named Fiduciary. 1.37, 8.03(A)      Hour of Service. 1.32                                                                                                     NHCE. 1.22(F)      Includible Employees. 4.06(C)(1)(a)                                                                                       NHCE Group. 4.10(B)(4)(b), 4.10(C)(5)(b), 4.11(H)      Individual Beneficiary. 1.09(B)                                                                                           Non-cash Compensation. 1.11(G)      Individual Retirement Plan (IRA). 6.08(F)(4)                                                                              Nonelective Contribution. 1.38      Initial Eligibility Computation Period. 2.02(C)(2)                                                                        Nonelective Transfer. 11.06(D)      In-Plan Roth Rollover Contribution. 1.55(A)                                                                               Non-Key Employee. 10.06(G)      In-Plan Roth Rollover Contribution Account.                   1.55(B)                                                     Nonresident Aliens. 1.22(D)(2)                                                                    In-Service Distribution. 6.01(C)(1)                         Nonstandardized Plan. 1.04(A)                                                                    Installments. 6.03(A)(4)                                    Nontransferable Annuity. 1.06(C)                                                                    Insurable Participant. 9.09(C)                              Normal Retirement Age. 5.01                                                                    Investment Manager(s). 7.02(C)(8)                           Operational QMAC. 3.03(C)(2)                                                                    IRA. 6.08(F)(4)                                             Operational QNEC. 3.04(C)(2)                                                                    IRS. 1.33                                                   Opinion Letter. 1.39                                                                    Issuing Company. 9.09(D)                                    Otherwise Excludible Employees. 4.06(C)(1)(a)                                                                    JLT. 6.02(E)(4)                                             Paid Time Off Plan. 1.40                                                                    Key Employee. 10.06(F)                                      Partially-Vested Participant. 5.04(A)(1)                                                                    Lead Employer. 1.24(B), 12.02(B)                            Participant. 1.41, 10.06(H)                                                                    Leased Employee. 1.22(B)                                    Participant-Directed Accounts. 7.04(A)(2)(b)                                                                    Life Annuity. 6.04(A)(4)                                    Participant's RMD Account Balance. 6.02(E)(6)                                                                    Life Expectancy. 6.02(E)(5)                                 Participating Compensation. 1.11(H)(1)                                                                    Limitation Year. 1.34, 4.05(J)                              Participating Employer. 1.24(D), 12.02(C)                                                                    Lump –Sum. 6.03(A)(3)                                       Participation Agreement. 1.04(C)                                                                    M&P Plan. 1.50                                              Part-Time/Temporary/Seasonal Employees.                                                                 1.22(D)(4)      Mandatory Distribution. 6.01(A)(1)(a)                                                                                     PEO. 12.02(D)                                                                  © 2014 Great-West Trust Company, LLC or its suppliers                                                         3  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                       Period of Severance. 1.32(A)(3)(ii)                         QTA. 11.05(B)(1)                                                                    Permissive Aggregation Group. 10.06(I)                      Qualified Automatic Contribution Arrangement                                                                  (QACA). 3.02(B)(3)                                                                    Plan. 1.42                                                  Qualified Military Service. 1.52                                                                    Plan Administrator. 1.43                                                                  Qualified Optional Survivor Annuity (QOSA).      Plan Designated QMAC. 3.03(C)(1)                            1.06(F), 6.04(A)(8)(a)                                                                    Plan Designated QNEC. 3.04(C)(1)                            Qualified Preretirement Survivor Annuity (QPSA).                                                                  1.06(E), 6.04(B)(1)      Plan Year. 1.44                                                                                                           Qualified Reservist Distribution (QRD). 1.53,      Plan Year Compensation. 1.11(H)(2)                          6.01(C)(4)(b)(iii)                                                                    Pooled Accounts. 7.04(A)(2)(a)                              Qualified Termination Administrator (QTA).                                                                  11.05(B)(1)      Post-Severance Compensation. 1.11(I)                                                                                      RBD. 6.02(E)(7)      Practitioner. 1.45                                                                                                        Reclassified Employees. 1.22(D)(3)      Predecessor Employer. 1.46(A), 4.05(K)                                                                                    Re-Employment Commencement Date. 2.02(C)(4)      Predecessor Employer Service. 1.59(B)                                                                                     Regular Matching Contribution. 1.35(D)      Predecessor Plan. 1.46(B)                                                                                                 Related Employer. 1.24(C)      Predecessor Plan Service. 1.59(B)                                                                    Pre-Entry Compensation. 1.11(H)                             Related Employer Service. 1.59(A)                                                                    Pre-Tax Deferral. 1.21(A)                                   Related Group. 1.24(C)                                                                    Prevailing Wage Contract/Contribution. 1.47                 Representative Contribution Rate. 4.10(D)(1)(a)                                                                    Prior Year Testing. 4.11(I)                                 Representative Matching Rate. 4.10(D)(2)(a)                                                                    Professional Employer Organization (PEO).                   Required Aggregation Group. 10.06(J)      12.02(D)                                                                                                                  Restated Plan. 1.54      Profit Sharing Plan. 1.48                                                                                                 Restorative Payment. 4.05(L)      Protected Benefit. 1.49                                                                                                   Restricted 401(k) Accounts. 6.01(C)(4)(b)(ii)       Prototype Plan/Master Plan (M&P Plan). 1.50                                                                               Restricted Pension Accounts. 6.01(C)(4)(c)(ii)      Publicly Traded Securities. 7.11(A)(2)                                                                                    RMD. 6.02(E)(8)      QACA. 3.02(B)(3)                                                                                                          Rollover Contribution. 1.55      QACA Basic Matching Contribution. 1.35(H),                    3.05(E)(5)                                                  Roth Deferral. 1.21(B)                                                                    QACA Effective Date. 3.02(B)(3)(a)(i)                                                                  Safe Harbor Contribution. 1.56, 3.05(E)(2),      QDRO. 1.51                                                  3.05(E)(3)                                                                    QJSA. 1.06(D), 6.04(A)(1),6.04(A)(2)                        Safe Harbor 401(k) Plan. 1.29(B)                                                                    QMAC. 1.35(C)                                               Safe Harbor Matching Contribution. 1.35(J),                                                                  3.05(E)(3)                                                                    QNEC. 1.38(C)                                               Safe Harbor Nonelective Contribution. 1.38(E),                                                                  3.05(E)(2)      QOSA. 1.06(F), 6.04(A)(8)(a)                                                                                              Salary Reduction Agreement. 1.57      QPSA. 1.06(E), 6.04(B)(1)                                                                                                 Segregated Accounts. 7.04(A)(2)(c)      QRD. 1.53, 6.01(C)(4)(b)(iii)                                                                    © 2014 Great-West Trust Company, LLC or its suppliers                                                         4  





 






                                                                             Defined Contribution Prototype Plan                                                                                                                       Self-Employed Individual. 1.22(A)                           W-2 Wages. 1.11(B)(1)                                                                    Separation from Service. 1.58                               Worksite Employee. 12.02(D)(2)                                                                    Service. 1.59                                               Year of Service. 1.32(A)(3)(iii), 2.02(A), 5.05(A)                                                                    Severance from Employment. 1.58                             0% Vested Participant. 5.04(C)(1)                                                                      Signatory Employer. 1.24(A)        SIMPLE Contribution. 1.60, 3.10(E)(1)        SIMPLE 401(k) Plan. 1.29(C)        SIMPLE Matching Contribution. 1.35(I), 3.10(E)(1)        SIMPLE Nonelective Contribution. 1.38(D),      3.10(E)(1)        SLT. 6.02(E)(9)        Sponsor. 1.61        Spouse. 7.05(A)(5)        Standardized Plan. 1.04(A)        Subsequent Eligibility Computation Period.      2.02(C)(5)        Successor Plan. 1.62        Survivor Annuity. 6.04(A)(4)        Taxable Wage Base. 3.04((B)(2)(c)        Taxable Year. 1.63        Testing Year. 4.11(J)        Top-Heavy Minimum Allocation. 10.06(L)        Top-Heavy Ratio. 10.06(K)        Traditional 401(k) Plan. 1.29(A)        Transfer. 1.64        Trust. 1.65        Trust Fund. 1.66        Trustee. 1.67        ULT. 6.02(E)(10)        USERRA. 1.68        Valuation Date. 1.69, 7.04(B)(2)        Valuation Period. 7.04(B)(3)        VCY. 6.02(E)(11)        Vested/Vesting. 1.70        Vesting Computation Period. 5.05(B)        Volume Submitter Plan. 1.71      © 2014 Great-West Trust Company, LLC or its suppliers                                                         5  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                       GREAT-WEST TRUST COMPANY                              DEFINED CONTRIBUTION PROTOTYPE PLAN AND TRUST                                             BASIC PLAN DOCUMENT #11                                                              Great-West Trust Company, LLC, in its capacity as Prototype Plan Sponsor or as Volume Submitter Practitioner, establishes this  Prototype Plan or this Volume Submitter Plan intended to conform to and qualify under §401 and §501 of the Internal Revenue Code  of 1986, as amended. An Employer establishes a Plan and Trust under this Prototype Plan or this Volume Submitter Plan by executing  an Adoption Agreement.                                                         ARTICLE I                                                     DEFINITIONS         1.01 Account. Account means the separate Account(s)         Nonstandardized Plan, except as the Plan or Volume Submitter  which the Plan Administrator or the Trustee maintains under the  Adoption Agreement otherwise indicates. If the Employer  Plan for a Participant.                                          maintains its Plan pursuant to a Volume Submitter Adoption                                                                   Agreement, the Plan is a Volume Submitter Plan and all       1.02 Account Balance or Accrued Benefit. Account            provisions in this basic plan which expressly or by their context  Balance or Accrued Benefit means the amount of a Participant's   refer to a "Prototype Plan" are not applicable.  Account(s) as of any relevant date derived from Plan               contributions and from Earnings.                                 (C) Participation Agreement. Participation Agreement, in the                                                                   case of a Standardized Plan means the Adoption Agreement       1.03 Accounting Date. Accounting Date means the last        page or pages executed by one or more Related Employers to  day of the Plan Year. The Plan Administrator will allocate       become a Participating Employer. In the case of a  Employer Contributions and forfeitures for a particular Plan     Nonstandardized or Volume Submitter Plan, Participation  Year as of the Accounting Date of that Plan Year, and on such    Agreement means the Adoption Agreement page or pages  other dates, if any, as the Plan Administrator determines,       executed by one or more Related Employers or, in the case of a  consistent with the Plan's allocation conditions and other       Multiple Employer Plan, by one or more Employers which are  provisions.                                                      not Related Employers (see Section 12.02(C)) to become a                                                                   Participating Employer.       1.04 Adoption Agreement. Adoption Agreement means             the document executed by each Employer adopting this Plan.           1.05 Advisory Letter. Advisory Letter means an IRS  References to Adoption Agreement within this basic plan          issued letter as to the acceptability in form of a Volume  document are to the Adoption Agreement as completed and          Submitter Plan as defined in Section 13.03 of Rev. Proc.  executed by a particular Employer unless the context clearly     2005-16.  indicates otherwise. An adopting Employer's Adoption               Agreement and this basic plan document together constitute a         1.06 Annuity Contract. Annuity Contract means an  single Plan and Trust of the Employer. Each elective provision   annuity contract that the Trustee purchases with the Participant's  of the Adoption Agreement corresponds (by its parenthetical      Vested Account Balance. An Annuity Contract includes a QJSA,  section reference) to the section of the Plan which grants the   a QOSA, a QPSA and an Alternative Annuity. If the Plan  election. All "Section" references within an Adoption            Administrator elects or is required to provide an Annuity  Agreement are to the basic plan document. All "Election"         Contract, such annuity must be a Nontransferable Annuity and  references within an Adoption Agreement are Adoption             otherwise must comply with the Plan terms.  Agreement references. The Employer or Plan Administrator to        facilitate Plan administration or to generate written policies or (A) Annuity Starting Date. A Participant's Annuity Starting  forms for use with the Plan may maintain one or more             Date means the first day of the first period for which the Plan  administrative checklists as an attachment to the Adoption       pays an amount as an annuity or in any other form.  Agreement or otherwise. Any such checklists are not part of the    Plan.                                                            (B) Alternative Annuity. See Section 6.03(A)(5).                                                                     (A)  Prototype/Standardized Plan or Nonstandardized Plan.        (C) Nontransferable Annuity. Nontransferable Annuity  Each Adoption Agreement offered under this Prototype Plan is     means an Annuity Contract which by its terms provides that it  either a Standardized Plan or a Nonstandardized Plan, as         may not be sold, assigned, discounted, pledged as collateral for a  identified in that Adoption Agreement, under Rev. Proc.          loan or security for the performance of an obligation or for any  2011-41 §§4.09 and 4.10. The provisions of this Plan apply in    purpose to any person other than the insurance company. If the  the same manner to Nonstandardized Plans and to Standardized     Plan distributes an Annuity Contract, the Annuity Contract must  Plans unless otherwise specified. If the Employer maintains its  be a Nontransferable Annuity.  Plan pursuant to a Nonstandardized Adoption Agreement or a         Standardized Adoption Agreement, the Plan is a Prototype Plan    (D) QJSA. See Sections 6.04(A)(1) and (2).  and all provisions in this basic plan which expressly or by their   context refer to a "Volume Submitter Plan" are not applicable.   (E) QPSA. See Section 6.04(B)(1).                                                                     (B)  Volume Submitter Adoption Agreement. A Volume               (F) QOSA. See Section 6.04(A)(8)(a).  Submitter Adoption Agreement for purposes of this Volume           Submitter Plan is subject to the same provisions as apply to a     © 2014 Great-West Trust Company, LLC or its suppliers                                                              1  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 1.07 Appendix. Appendix means one of the Appendices to      §3401(a), plus all other payments to an Employee in the course  an Adoption Agreement designated as "A", "B", "C", or "D"        of the Employer's trade or business, for which the Employer  which are expressly authorized by the Plan and as part of the    must furnish the Employee a written statement under Code  Plan, are covered by the Advisory Letter or Opinion Letter.      §§6041, 6051, and 6052, but determined without regard to any                                                                   rules that limit the remuneration included in wages based on the       1.08 [RESERVED]                                             nature or location of the employment or services performed                                                                   (such as the exception for agricultural labor in Code       1.09 Beneficiary. Beneficiary means a person designated     §3401(a)(2)). The Employer in Appendix B may elect to exclude  by a Participant, a Beneficiary or by the Plan who is or may     from W-2 Compensation certain Employer paid or reimbursed  become entitled to a benefit under the Plan. A Beneficiary who   moving expenses as described therein.  becomes entitled to a benefit under the Plan remains a             Beneficiary under the Plan until the Trustee has fully distributed   (2) Code §3401(a) Wages (income tax wage  to the Beneficiary his/her Plan benefit. A Beneficiary's right to withholding). Code §3401(a) Wages means wages within the  (and the Plan Administrator's or a Trustee's duty to provide to  meaning of Code §3401(a) for the purposes of income tax  the Beneficiary) information or data concerning the Plan does    withholding at the source, but determined without regard to any  not arise until the Beneficiary first becomes entitled to receive a rules that limit the remuneration included in wages based on the  benefit under the Plan.                                          nature or the location of the employment or the services                                                                   performed (such as the exception for agricultural labor in Code  (A)  Designated Beneficiary. Designated Beneficiary means a      §3401(a)(2)).  Beneficiary described in Section 6.02(E)(1).                                                                                            (3) Code §415 Compensation (current income  (B)  Individual Beneficiary. Individual Beneficiary means a      definition/simplified compensation under Treas. Reg.  Beneficiary who is an individual.                                §1.415(c)-2(d)(2)). Code §415 Compensation means the                                                                   Employee's wages, salaries, fees for professional service and       1.10 Code. Code means the Internal Revenue Code of          other amounts received (without regard to whether or not an  1986, as amended and includes applicable Treasury regulations.   amount is paid in cash) for personal services actually rendered in                                                                   the course of employment with the Employer maintaining the       1.11 Compensation.                                          Plan to the extent that the amounts are includible in gross                                                                   income (including, but not limited to, commissions paid to  (A)  Uses and Context. Any reference in the Plan to              salespersons, compensation for services on the basis of a  Compensation is a reference to the definition in this Section    percentage of profits, commissions on insurance premiums, tips,  1.11, unless the Plan reference, or the Employer in its Adoption bonuses, fringe benefits and reimbursements or other expense  Agreement, modifies this definition. Except as the Plan          allowances under a nonaccountable plan as described in Treas.  otherwise specifically provides, the Plan Administrator will take Reg. §1.62-2(c)).  into account only Compensation actually paid during (or as         permitted under the Code, paid for) the relevant period. A       Code §415 Compensation does not include:  Compensation payment includes Compensation paid by the             Employer through another person under the common paymaster               (a) Deferred compensation/SEP/SIMPLE.  provisions in Code §§3121 and 3306. In the case of a             Employer contributions (other than Elective Deferrals) to a plan  Self-Employed Individual, Compensation means Earned Income       of deferred compensation (including a simplified employee  as defined in Section 1.11(J). However, if the Plan must use an  pension plan under Code §408(k) or to a simple retirement  equivalent alternative compensation amount (pursuant to Treas.   account under Code §408(p)) to the extent the contributions are  Reg. §1.414(s)-1(g)(1)(i)) in performing nondiscrimination       not included in the gross income of the Employee for the  testing relating to Matching Contributions, Nonelective          Taxable Year in which contributed, and any distributions from a  Contributions and other Employer Contributions (excluding        plan of deferred compensation (whether or not qualified),  Elective Deferrals), the Plan Administrator may limit the        regardless of whether such amounts are includible in the gross  Compensation of such Self-Employed Individual to such            income of the Employee when distributed.  equivalent alternative compensation amount. The Employer in        its Adoption Agreement may elect to allocate contributions               (b) Option exercise. Amounts realized from the  based on Compensation within a specified 12 month period         exercise of a non-qualified stock option (an option other than a  which ends within a Plan Year.                                   statutory option under Treas. Reg. §1.421-1(b)), or when                                                                   restricted stock or other property held by an Employee either  (B)  Base Definitions and Modifications. The Employer in its     becomes freely transferable or is no longer subject to a  Adoption Agreement must elect one of the following base          substantial risk of forfeiture under Code §83.  definitions of Compensation: W-2 Wages, Code §3401(a)              Wages, or 415 Compensation. The Employer may elect a                     (c) Sale of option stock. Amounts realized from the  different base definition as to different Contribution Types. The sale, exchange or other disposition of stock acquired under a  Employer in its Adoption Agreement may specify any               statutory stock option as defined under Treas. Reg. §1.421-1(b).  modifications thereto, for purposes of contribution allocations    under Article III. If the Employer fails to elect one of the             (d) Other amounts that receive special tax  above-referenced definitions, the Employer is deemed to have     benefits. Other amounts that receive special tax benefits, such as  elected the W-2 Wages definition.                                premiums for group term life insurance (but only to the extent                                                                   that the premiums are not includible in the gross income of the       (1) W-2 Wages. W-2 Wages means wages for federal            Employee and are not salary reduction amounts under Code  income tax withholding purposes, as defined under Code           §125).     © 2014 Great-West Trust Company, LLC or its suppliers                                                              2  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             less than the full Plan Year or the Plan Administrator may pro           (e) Other similar items. Other items of                 rate the Compensation limit.  remuneration which are similar to any of the items in Sections     1.11(B)(3)(a) through (d).                                       (F) Nondiscrimination. For purposes of determining whether                                                                   the Plan discriminates in favor of HCEs, Compensation means       (4) Alternative (general) 415 Compensation. The             as the Plan Administrator operationally determines provided that  Employer in Appendix B may elect to apply the 415 definition     any such nondiscrimination testing definition which the Plan  of Compensation in Treas. Reg. §1.415(c)-2(a). Under this        Administrator applies must satisfy Code §414(s) and the  definition, Compensation means as defined in Section             regulations thereunder. For this purpose the Plan Administrator  1.11(B)(3) but with the addition of: (a) amounts described in    may, but is not required, to apply for nondiscrimination testing  Code §§104(a)(3), 105(a), or 105(h) but only to the extent that  purposes the Plan's allocation definition of Compensation under  these amounts are includible in Employee's gross income; (b)     this Section 1.11 or Annual Additions Limit definition of  amounts paid or reimbursed by the Employer for moving            Compensation under Section 4.05(B). The Employer's election  expenses incurred by the Employee, but only to the extent that at in its Adoption Agreement relating to Pre-Entry Compensation  the time of payment it is reasonable to believe these amounts are for allocation purposes (to limit Compensation to Participating  not deductible by the Employee under Code §217; (c) the value    Compensation or to include Plan Year Compensation) is  of a nonstatutory option (an option other than a statutory option nondiscriminatory.  under Treas. Reg. §1.421-1(b)) granted by the Employer to an       Employee, but only to the extent that the value of the option is (G) Excluded Compensation. Excluded Compensation means  includible in the Employee's gross income for the Taxable Year   such Compensation as the Employer in its Adoption Agreement  of the grant; (d) the amount includible in the Employee's gross  elects to exclude for purposes of this Section 1.11. Regardless of  income upon the Employee's making of an election under Code      the definition of Compensation selected in the Adoption  §83(b); and (e) amounts that are includible in the Employee's    Agreement, the Plan Administrator may adopt a uniform policy  gross income under Code §409A or Code §457(f)(1)(A) or           for purposes of determining the amount of a Participant's  because the amounts are constructively received by the           elective deferrals of excluding Non-cash Compensation. For  Participant. [Note if the Plan's definition of Compensation is   purposes of this Section 1.11(G), Non-cash Compensation  W-2 Wages or Code §3401(a) Wages, then Compensation              means tips, fringe benefits, and other items of Compensation not  already includes the amounts described in clause (e).]           regularly paid in cash or cash equivalents, or for which the                                                                   Employer does not or may not have the ability to withhold  (C)  Deemed 125 Compensation. Deemed 125 Compensation            Elective Deferrals in cash for the purpose of transmitting the  means, in the case of any definition of Compensation which       Elective Deferrals to the Plan pursuant to the Participant's  includes a reference to Code §125, amounts under a Code §125     Deferral Election. Additionally, the Employer may, on a  plan of the Employer that are not available to a Participant in  uniform and nondiscriminatory basis, provide different deferral  cash in lieu of group health coverage, because the Participant is elections for different items of Compensation (e.g., a separate  unable to certify that he/she has other health coverage.         deferral election for bonuses), and may exclude for purposes of  Compensation under this Section 1.11 does not include Deemed     calculating elective deferrals one or more items of irregular pay  125 Compensation, unless the Employer in Appendix B elects to    (e.g., car allowance).  include Deemed 125 Compensation under this Section 1.11.                                                                            (H) Pre-Entry Compensation. The Employer in its Adoption  (D)  Elective Deferrals. Compensation under Section 1.11         Agreement for allocation purposes must elect Participating  includes Elective Deferrals unless the Employer in its Adoption  Compensation or Plan Year Compensation as to some or all  Agreement elects to exclude Elective Deferrals. In addition, for Contribution Types.  purposes of making Elective Deferrals, Compensation means as       defined in Section 1.11 and as the Employer elects in its            (1) Participating Compensation. Participating  Adoption Agreement.                                              Compensation for purposes of this Section 1.11 means                                                                   Compensation only for the period during the Plan Year in which  (E)  Compensation Dollar Limitation. For any Plan Year, the      the Participant is a Participant in the overall Plan, or under the  Plan Administrator in allocating contributions under Article III plan resulting from disaggregation under the OEE or EP rules  or in testing the Plan for nondiscrimination, cannot take into   under Section 4.06(C)(1), or as to a Contribution Type as  account more than $200,000 (or such larger amount as the         applicable. If the Employer in its Adoption Agreement elects  Commissioner of Internal Revenue may prescribe pursuant to an    Participating Compensation, the Employer will elect whether to  adjustment made in the same manner as under Code §415(d)) of     apply the election to all Contribution Types or only to particular  any Participant's Compensation. Notwithstanding the foregoing,   Contribution Type(s).  an Employee under a 401(k) Plan may make Elective Deferrals        with respect to Compensation which exceeds the Plan Year             (2) Plan Year Compensation. Plan Year Compensation  Compensation limitation, provided such Elective Deferrals        for purposes of this Section 1.11 means Compensation for a Plan  otherwise satisfy the Elective Deferral Limit and other          Year, including Compensation for any period prior to the  applicable Plan limitations. In applying any Plan limitation on  Participant's Entry Date in the overall Plan or as to a  the amount of Matching Contributions or any Plan limit on        Contribution Type as applicable. If the Employer in its Adoption  Elective Deferrals which are subject to Matching Contributions,  Agreement elects Plan Year Compensation, the Employer will  where such limits are expressed as a percentage of               elect whether to apply the election to all Contribution Types or  Compensation, the Plan Administrator may apply the               only to particular Contribution Type(s).  Compensation limit under this Section 1.11(E) annually, even if    the Matching Contribution formula is applied on a per pay        (I) Post-Severance Compensation. Compensation includes  period basis or is applied over any other time interval which is Post-Severance Compensation to the extent the Employer elects     © 2014 Great-West Trust Company, LLC or its suppliers                                                              3  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            in its Adoption Agreement or as the Plan otherwise provides.     2008, this paragraph (2) will not apply to Differential Wage  Post-Severance Compensation is Compensation paid after a         Payments, which instead are subject to Section 1.11(L).  Participant's Severance from Employment from the Employer,         as further described in this Section 1.11(I). In the absence of an   (3) Salary continuation for disabled Participants.  election to the contrary by an Employer in its Adoption          Salary continuation for disabled Participants means  Agreement, Post-Severance Compensation includes any and all      Compensation paid to a Participant who is permanently and  regular pay, leave cash-outs, and deferred compensation paid     totally disabled (as defined in Code §22(e)(3)). This Section  within the time period described in Section 1.11(I)(1), and      1.11(I)(3) will apply, as the Employer elects in its Adoption  excludes salary continuation for military service and for disabled Agreement, either just to NHCEs (who are NHCEs immediately  Participants, all as defined below. An Employer in its Adoption  prior to becoming disabled) or to all Participants for a fixed or  Agreement may elect to exclude any or all of regular pay, leave  determinable period specified in the Adoption Agreement.  cash-outs, or deferred compensation paid within the time period    described in Section 1.11(I)(1), and may also elect to include   (J) Earned Income. Earned Income means net earnings from  salary continuation for military service and/or for disabled     self-employment in the trade or business with respect to which  Participants. Any other payment paid after Severance from        the Employer has established the Plan, provided personal  Employment that is not described in this Section 1.11(I) is not  services of the Self-Employed Individual are a material  Compensation even if payment is made within the time period      income-producing factor. Earned Income also includes gains and  described below. Post-Severance Compensation does not            earnings (other than capital gain) from the sale or licensing of  include severance pay, parachute payments under                  property (other than goodwill) by the individual who created  Code §280G(b)(2) or payments under a nonqualified unfunded       that property, even if those gains would not ordinarily be  deferred compensation plan unless the payments would have        considered net earnings from self-employment. The Plan  been paid at that time without regard to Severance from          Administrator will determine net earnings without regard to  Employment.                                                      items excluded from gross income and the deductions allocable                                                                   to those items. The Plan Administrator will determine net       (1) Timing. Post-Severance Compensation includes            earnings after the deduction allowed to the Self-Employed  regular pay, leave cash-outs, or deferred compensation only to   Individual for all contributions made by the Employer to a  the extent the Employer pays such amounts by the later of 2 1/2  qualified plan and after the deduction allowed to the  months after Severance from Employment or by the end of the      Self-Employed Individual under Code §164(f) for  Limitation Year that includes the date of such Severance from    self-employment taxes.  Employment.                                                                                                                         (K) Deemed Disability Compensation. The Plan does not           (a) Regular pay. Regular pay means the payment of       include Deemed Disability Compensation under Code  regular Compensation for services during the Participant's       §415(c)(3)(C) unless the Employer in Appendix B elects to  regular working hours, or Compensation for services outside the  include Deemed Disability Compensation under this Section  Participant's regular working hours (such as overtime or shift   1.11(K). Deemed Disability Compensation is the Compensation  differential), commissions, bonuses, or other similar payments,  the Participant would have received for the year if the  but only if the payment would have been paid to the Participant  Participant were paid at the same rate as applied immediately  prior to a severance from employment if the Participant had      prior to the Participant becoming permanently and totally  continued in employment with the Employer.                       disabled (as defined in Code §22(e)(3)) if such deemed                                                                   compensation is greater than actual Compensation as determined           (b) Leave cash-outs. Leave cash-outs means              without regard to this Section 1.11(K). This Section 1.11(K)  payments for unused accrued bona fide sick, vacation, or other   applies only if the affected Participant is an NHCE immediately  leave, but only if the Employee would have been able to use the  prior to becoming disabled (or the Appendix B election provides  leave if employment had continued and if Compensation would      for the continuation of contributions on behalf of all such  have included those amounts if they were paid prior to the       disabled participants for a fixed or determinable period) and all  Participant's severance from employment.                         contributions made with respect to Compensation under this                                                                   Section 1.11(K) are immediately Vested.           (c) Deferred compensation. As used in this Section        1.11(I), deferred compensation means the payment of deferred     (L) Differential Wage Payments. Unless the Employer  compensation pursuant to an unfunded deferred compensation       otherwise elects in Appendix B, for Plan Years beginning after  plan, if Compensation would have included the deferred           December 31, 2008, the Plan will treat Differential Wage  compensation if it had been paid prior to the Participant's      Payments as Compensation for all Plan contribution and benefit  Severance from Employment, but only if the payment would         purposes.  have been paid at the same time if the Participant had continued   in employment with the Employer and only to the extent that the      1.12 Contribution Types. Contribution Types means the  payment is includible in the Participant's gross income.         contribution types required or permitted under the Plan as the                                                                   Employer elects in its Adoption Agreement.       (2) Salary continuation for military service. Salary          continuation for military service means payments to an               1.13 Defined Contribution Plan. Defined Contribution  individual who does not currently perform services for the       Plan means a retirement plan which provides for an individual  Employer by reason of Qualified Military Service to the extent   account for each Participant and for benefits based solely on the  those payments do not exceed the amounts the individual would    amount contributed to the Participant's Account, and on any  have received if the individual had continued to perform         Earnings, expenses, and forfeitures which the Plan  services for the Employer rather than entering Qualified Military Administrator may allocate to such Participant's Account.  Service. However, for Plan Years beginning after December 31,         © 2014 Great-West Trust Company, LLC or its suppliers                                                              4  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 1.14 Defined Benefit Plan. Defined Benefit Plan means a       retirement plan which does not provide for individual accounts       1.21 Elective Deferrals. Elective Deferrals means a  for Employer contributions and which provides for payment of     Participant's Pre-Tax Deferrals, Roth Deferrals, Automatic  determinable benefits in accordance with the plan's formula.     Deferrals and, as the context requires, Catch-Up Deferrals under                                                                   the Plan, and which the Employer contributes to the Plan at the       1.15 Differential Wage Payment. Differential Wage           Participant's election (or automatically) in lieu of cash  Payment means differential wage payment as defined by Code       compensation. As to other plans, as may be relevant to the Plan,  §3401(h)(2).                                                     Elective Deferrals means amounts excludible from the                                                                   Employee's gross income under Code §§125, 132(f)(4),       1.16 Disability. Except as otherwise provided in the Plan,  402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457(b), and includes  Disability means, as the Employer elects in its Adoption         amounts included in the Employee's gross income under Code  Agreement, the basic Plan definition or an alternative definition, §402A, and contributed by the Employer, at the Employee's  as defined below. A Participant who incurs a Disability is       election, to a cafeteria plan, a qualified transportation fringe  "disabled."                                                      benefit plan, a 401(k) plan, a SARSEP, a tax-sheltered annuity, a                                                                   SIMPLE plan or a Code §457(b) plan.  (A)  Basic Plan Definition. Disability means the inability to      engage in any substantial gainful activity by reason of any      (A) Pre-Tax Deferral. Pre-Tax Deferral means an Elective  medically determinable physical or mental impairment that can    Deferral (including a Catch-Up Deferral or an Automatic  be expected to result in death or which has lasted or can be     Deferral) which is not subject to income tax when made.  expected to last for a continuous period of not less than twelve   months. The permanence and degree of such impairment must        (B) Roth Deferral. Roth Deferral means an Elective Deferral  be supported by medical evidence.                                (including a Catch-Up Deferral or an Automatic Deferral) which                                                                   a Participant irrevocably designates as a Roth Deferral under  (B)  Alternative Definition. The Employer in its Adoption        Code §402A at the time of deferral and which is subject to  Agreement may specify any alternative definition of Disability.  income tax when made to the Plan. In the case of an Automatic                                                                   Deferral, see Section 3.02(B).  (C)  Administration. For purposes of this Plan, a Participant is   disabled on the date the Plan Administrator determines the       (C) Automatic Deferral. See Section 3.02(B)(4)(a).  Participant satisfies the definition of Disability. The Plan       Administrator may require a Participant to submit to a physical  (D) Catch-Up Deferral. See Section 3.02(D)(2).  examination in order to confirm the Participant's Disability. The   Plan Administrator will apply the provisions of this Section 1.16    1.22 Employee. Employee means any common law  in a nondiscriminatory, consistent, and uniform manner.          employee, Self-Employed Individual, Leased Employee or other                                                                   person the Code treats as an employee of the Employer for       1.17 Designated IRA Contribution. Designated IRA            purposes of the Employer's qualified plan. An Employee is  Contribution means a Participant's IRA contribution to the Plan  either an Eligible Employee or an Excluded Employee. An  made in accordance with the Adoption Agreement.                  Employee is either an HCE or an NHCE.                                                                          1.18 DOL. DOL means the U.S. Department of Labor.           (A) Self-Employed Individual. Self-Employed Individual                                                                   means an individual who has Earned Income (or who would       1.19 Earnings. Earnings means the net income, gain or loss  have had Earned Income but for the fact that the trade or  earned by a particular Account, by the Trust, or with respect to a business did not have net profits) for the Taxable Year from the  contribution or to a distribution, as the context requires.      trade or business for which the Plan is established.                                                                          1.20 Effective Date. The Effective Date of this Plan is the (B) Leased Employee. Leased Employee means an individual  date the Employer elects in its Adoption Agreement, but not      (who otherwise is not an Employee of the Employer) who,  earlier than January 1, 2007. The provisions of Sections 4.01    pursuant to an agreement between the Employer and any other  through 4.05 apply to Limitation Years commencing on or after    person (the "leasing organization"), has performed services for  July 1, 2007. However, as to a particular provision or action    the Employer (or for the Employer and any persons related to  taken by any party pursuant to the Plan (such as a Plan          the Employer within the meaning of Code §144(a)(3)) on a  amendment or termination, or the giving of any notice), a        substantially full-time basis for at least one year and who  different Effective Date may apply such as the basic plan        performs such services under primary direction or control of the  document may provide, as the Employer may elect in its           Employer within the meaning of Code §414(n)(2). Except as  Adoption Agreement, in a Participation Agreement or in an        described in Section 1.22(B)(1), a Leased Employee is an  Appendix, or as indicated in any other document which            Employee for purposes of the Plan. However, under a  evidences the action taken. Throughout the Plan, there are many  Nonstandardized Plan or under a Volume Submitter Plan, a  provisions which have their own effective date (such as that     Leased Employee is an Excluded Employee unless the Employer  described in the second sentence of this Section), which may be  in Appendix B elects not to treat Leased Employees as Excluded  earlier than the Restatement Effective Date. If the Employer in  Employees as to any or all Contribution Types. "Compensation"  its Adoption Agreement indicates that this plan is a Restated    in the case of an out-sourced worker who is an Employee or a  Plan, and the Plan is a PPA Restatement, then the earlier        Leased Employee includes Compensation from the leasing  effective date applies. If the Plan is not a PPA Restatement, then organization which is attributable to services performed for the  the earlier effective date does not apply, and the provisions are Employer.  effective on the Restatement Effective Date, or such other date    as may apply pursuant to an Appendix or other document.     © 2014 Great-West Trust Company, LLC or its suppliers                                                              5  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (1) Safe Harbor Plan Exception. A Leased Employee is            (3) Reclassified Employees. A Reclassified Employee  not an Employee for Plan purposes if the leasing organization    under a Nonstandardized Plan or a Volume Submitter Plan is an  covers the employee in a safe harbor plan and, prior to          Excluded Employee unless the Employer in Appendix B elects:  application of this safe harbor plan exception, 20% or fewer of  (a) to include all Reclassified Employees as Eligible Employees;  the NHCEs, excluding those NHCEs who do not satisfy the          (b) to include one or more categories of Reclassified Employees  "substantially full-time" standard of Code §414(n)(2)(B), are    as Eligible Employees; or (c) to include Reclassified Employees  Leased Employees. A safe harbor plan is a Money Purchase         (or one or more groups of Reclassified Employees) as Eligible  Pension Plan providing immediate participation, full and         Employees as to one or more Contribution Types. A  immediate vesting, and a nonintegrated contribution formula      Reclassified Employee is any person the Employer does not  equal to at least 10% of the employee's compensation, without    treat as a common law employee or as a self-employed  regard to employment by the leasing organization on a specified  individual (including, but not limited to, independent  date. The safe harbor plan must determine the 10% contribution   contractors, persons the Employer pays outside of its payroll  on the basis of compensation as defined in Code §415(c)(3)       system and out-sourced workers) for federal income tax  including Elective Deferrals.                                    withholding purposes under Code §3401(a), irrespective of                                                                   whether there is a binding determination that the individual is an       (2) Other Requirements. The Plan Administrator must         Employee or a Leased Employee of the Employer.  apply this Section 1.22 in a manner consistent with Code         Self-Employed Individuals are not Reclassified Employees.  §§414(n) and 414(o) and the regulations issued under those         Code sections. The Plan Administrator for 415 testing under          (4) Part-Time/Temporary/Seasonal Employees. The  Article IV, for satisfaction of the Top-Heavy Minimum            Employer in its Adoption Agreement may elect to exclude any  Allocation under Article X will treat contributions or benefits  Employees who it defines in the Adoption Agreement as  provided to a Leased Employee under a plan of the leasing        "part-time," "temporary" or "seasonal" based on their regularly  organization, and which are attributable to services performed   scheduled Service being less than a specified number of Hours  by the Leased Employee for the Employer, as provided by the      of Service during a relevant Eligibility Computation Period.  Employer. However, the Employer will not offset (reduce)         Notwithstanding any such exclusion, if the Part-Time,  contributions to this Plan by such contributions or benefits     Temporary or Seasonal Excluded Employee actually completes  provided to the Leased Employee under the leasing                at least 1,000 Hours of Service in the relevant Eligibility  organization's plan unless the Employer in Appendix B elects to  Computation Period, the affected Excluded Employee is no  do so.                                                           longer an Excluded Employee and will enter the Plan on the                                                                   next Entry Date following completion of the Eligibility  (C)  Eligible Employee. Eligible Employee means an               Computation Period in which he/she completed 1,000 Hours of  Employee other than an Excluded Employee.                        Service, provided the Employee is employed by the Employer                                                                   on that Entry Date.  (D)  Excluded Employee. Excluded Employee means, as the            Plan provides or as the Employer elects in its Adoption          (E) HCE. HCE means a highly compensated Employee,  Agreement, any Employee, or class or group of Employees, not     defined under Code §414(q) as an Employee who satisfies one  eligible to participate in the Plan, or as to any Contribution   of Sections 1.22(E)(1) or (2) below.  Type, as the context requires. The Employer may not impose a       maximum age in defining Excluded Employees.                          (1) More than 5% owner. During the Plan Year or                                                                   during the preceding Plan Year, the Employee is a more than 5%       (1) Collective Bargaining Employees. If the Employer        owner of the Employer (applying the constructive ownership  elects in its Adoption Agreement to exclude Collective           rules of Code §318 as modified by Code §416(i)(1)(B)(iii)(I),  Bargaining Employees from eligibility to participate, the        and applying the principles of Code §318 as modified by Code  exclusion applies to any Employee included in a unit of          §416(i)(1)(B)(iii)(I), for an unincorporated entity).  Employees covered by an agreement which the Secretary of           Labor finds to be a collective bargaining agreement between          (2) Compensation Threshold. During the preceding Plan  employee representatives and one or more employers if: (a)       Year (or in the case of a short Plan Year, the immediately  retirement benefits were the subject of good faith bargaining;   preceding 12 month period) the Employee had Compensation in  and (b) two percent or fewer of the employees covered by the     excess of $80,000 (as adjusted for the relevant year by the  agreement are "professional employees" as defined in Treas.      Commissioner of Internal Revenue at the same time and in the  Reg. §1.410(b)-9, unless the collective bargaining agreement     same manner as under Code §415(d), except that the base period  requires the Employee to be included within the Plan. The term   is the calendar quarter ending September 30, 1996) and, if the  "employee representatives" does not include any organization     Employer under its Adoption Agreement makes the top-paid  more than half the members of which are owners, officers, or     group election, was part of the top-paid 20% group of  executives of the Employer.                                      Employees (based on Compensation for the preceding Plan                                                                   Year).       (2) Nonresident Aliens. If the Employer elects in its         Adoption Agreement to exclude Nonresident Aliens from                (3) Compensation Definition. For purposes of this  eligibility to participate, the exclusion applies to any         Section 1.22(E), "Compensation" means Compensation as  Nonresident Alien Employee who does not receive any earned       defined in Section 4.05(F).  income, as defined in Code §911(d)(2), from the Employer           which constitutes United States source income, as defined in         (4) Top-paid Group and Calendar Year Data. The Plan  Code §861(a)(3).                                                 Administrator must make the determination of who is an HCE,                                                                   including the determinations of the number and identity of the                                                                   top-paid 20% group, consistent with Code §414(q) and     © 2014 Great-West Trust Company, LLC or its suppliers                                                              6  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            regulations issued under that Code section. The Employer in its  Years of Service and Breaks in Service under Articles II and V,  Adoption Agreement may make a calendar year data election to     determining Separation from Service, applying the coverage test  determine the HCEs for the Plan Year, as prescribed by           under Code §410(b), applying the Annual Additions Limit and  Treasury regulations or by other guidance published in the       nondiscrimination testing in Article IV, applying the top-heavy  Internal Revenue Bulletin. A calendar year data election must    rules and the minimum allocation requirements of Article X,  apply to all plans of the Employer which reference the HCE       applying the definitions of Employee, HCE, Compensation  definition in Code §414(q). For purposes of this Section 1.22(E), (except as the Employer may elect in its Adoption Agreement  if the current Plan Year is the first year of the Plan, then the term relating to allocations) and Leased Employee, applying the safe  "preceding Plan Year" means the 12-consecutive month period      harbor 401(k) provisions of Article III, applying the SIMPLE  immediately preceding the current Plan Year.                     401(k) provisions of Article III, applying the ESOP exception                                                                   under Section 7.11(A)(1)(a), and for any other purpose the Code       (5) Highly compensated former employee. The                 or the Plan require.  determination of highly compensated former employee status         and the rules applicable thereto are determined in accordance    (D) Participating Employer. Participating Employer means a  with Temporary Reg. §1.414(q)-1T, A-4 and Notice 97-45.          Related Employer (to the Signatory Employer or another                                                                   Related Employer) which signs the Execution Page of the  (F)  NHCE. NHCE means a nonhighly compensated employee,          Adoption Agreement or a Participation Agreement to the  which is any Employee who is not an HCE.                         Adoption Agreement. Only a Participating Employer (or                                                                   Employees thereof) may contribute to the Plan. A Participating  (G)  Differential Wage Payment recipient. For years              Employer is an Employer for all purposes of the Plan except as  beginning after December 31, 2008, an individual receiving a     provided in Sections 1.24(A) or (B).  Differential Wage Payment from the Employer is treated as an       Employee of the Employer.                                            (1) Standardized/Nonstandardized Plan. If the                                                                   Employer's Plan is a Standardized Plan, all Employees of the       1.23 Employee Contribution and DECs. Employee               Employer or of any Related Employer, are Eligible Employees,  Contribution means a Participant's after-tax contribution to the irrespective of whether the Related Employer directly  Trust and which the Participant designates as an Employee        employing the Employee is a Participating Employer.  Contribution at the time of contribution. An Elective Deferral   Notwithstanding the immediately preceding sentence,  (Pre-Tax or Roth) is not an Employee Contribution. A             individuals who become Employees of a Related Employer as a  deductible employee contribution (DEC) means certain pre-1987    result of a transaction described in Code §410(b)(6)(C) are  contributions described in Section 3.13.                         Excluded Employees during the Plan Year in which such                                                                   transaction occurs and in the following Plan Year, unless the       1.24 Employer. Employer means each Signatory                Related Employer which employs such Employees becomes  Employer, Lead Employer, Related Employer, and Participating     during such period a Participating Employer by executing a  Employer as the Plan indicates or as the context requires.       Participation Agreement to the Adoption Agreement; or the Plan                                                                   benefits or coverage change significantly during the transition  (A)  Signatory Employer. The Signatory Employer is the           period resulting in the termination of the transition period. If the  Employer who establishes a Plan under this Prototype Plan or     Plan is a Nonstandardized Plan, the Employees of a Related  under this Volume Submitter Plan by executing an Adoption        Employer are Excluded Employees unless the Related Employer  Agreement. The Employer for purposes of acting as Plan           is a Participating Employer.  Administrator, making Plan amendments, restating the Plan,         terminating the Plan or performing other ERISA settlor               (2) Volume Submitter/Multiple Employer Plan. If  functions, means the Signatory Employer and does not include     Article XII applies, a Participating Employer includes an  any Related Employer or Participating Employer. The Signatory    unrelated Employer who executes a Participation Agreement.  Employer also may terminate the participation in the Plan of any See Section 12.02(C).  Participating Employer upon written notice. The Signatory          Employer will provide such notice not less than 30 days prior to     1.25 Employer Contribution. Employer Contribution  the date of termination unless the Signatory Employer            means a Nonelective Contribution, a Matching Contribution, an  determines that the interest of Plan Participants requires earlier Elective Deferral, a Prevailing Wage Contribution, or a Money  termination. See Article XII if the Plan is a Volume Submitter   Purchase Pension Contribution, as the context may require.  Plan and is a Multiple Employer Plan.                                                                                                   1.26 Entry Date. Entry Date means the date(s) the  (B)  Lead Employer. Lead Employer means the Signatory            Employer elects in its Adoption Agreement upon which an  Employer under a plan which is a Multiple Employer Plan. See     Eligible Employee who has satisfied the Plan's eligibility  Section 12.02(B).                                                conditions and who remains employed by the Employer on the                                                                   Entry Date, commences participation in the Plan or in a part of  (C)  Related Group/Related Employer. A Related Group is a        the Plan.  controlled group of corporations (as defined in Code §414(b)),     trades or businesses (whether or not incorporated) which are         1.27 EPCRS. EPCRS means the IRS's Employee Plans  under common control (as defined in Code §414(c)), an            Compliance Resolution System for resolving plan defects, or  affiliated service group (as defined in Code §414(m)) or an      any successor program.  arrangement otherwise described in Code §414(o). Each              Employer/member of the Related Group is a Related Employer.          1.28 ERISA. ERISA means the Employee Retirement  The term "Employer" includes every Related Employer for          Income Security Act of 1974, as amended, and includes  purposes of crediting Service and Hours of Service, determining  applicable DOL regulations.     © 2014 Great-West Trust Company, LLC or its suppliers                                                              7  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             layoff, jury duty or military duty. The Plan Administrator will       1.29 401(k) Plan. 401(k) Plan means the 401(k) Plan the     credit no more than 501 Hours of Service under this Paragraph  Employer establishes under a 401(k) Plan Adoption Agreement.     (iii) to an Employee on account of any single continuous period  The Plan as the Employer elects under its 401(k) Adoption        during which the Employee does not perform any duties  Agreement may be a Traditional 401(k) Plan, a Safe Harbor        (whether or not such period occurs during a single computation  401(k) Plan or a SIMPLE 401(k) Plan. A 401(k) Plan is also a     period). The Plan Administrator credits Hours of Service under  Profit Sharing Plan for purposes of applying the Plan terms,     this Paragraph (iii) in accordance with the rules of paragraphs  except as to Elective Deferrals, Matching Contributions or       (b) and (c) of Labor Reg. §2530.200b-2, which the Plan, by this  otherwise where the Plan specifies provisions which apply either reference, specifically incorporates in full within this Paragraph  to such Contribution Types or to the overall Plan on account of  (iii).  its status as a 401(k) Plan.                                                                                                                    (iv) Crediting and computation. The Plan  (A)  Traditional 401(k) Plan. A Traditional 401(k) Plan is a     Administrator will not credit an Hour of Service under more  401(k) Plan under which Elective Deferrals are subject to        than one of the above Paragraphs (i), (ii) or (iii). A computation  nondiscrimination testing under the ADP test and any Matching    period for purposes of this Section 1.32 is the Plan Year, Year of  Contributions and Employee Contributions also are subject to     Service period, Break in Service period or other period, as  nondiscrimination testing under the ACP test.                    determined under the Plan provision for which the Plan                                                                   Administrator is measuring an Employee's Hours of Service.  (B)  Safe Harbor 401(k) Plan. A Safe Harbor 401(k) Plan is a     The Plan Administrator will resolve any ambiguity with respect  401(k) Plan under which Elective Deferrals are not subject to    to the crediting of an Hour of Service in favor of the Employee.  nondiscrimination testing under the ADP test because the Plan      satisfies the ADP test safe harbor. Any Matching Contributions   (A) Method of Crediting Hours of Service. The Employer  are subject to the ACP test unless the Plan also satisfies the ACP must elect in its Adoption Agreement the method the Plan  test safe harbor. Any Employee Contributions are subject to the  Administrator will use in crediting an Employee with Hours of  ACP test.                                                        Service and the purpose for which the elected method will                                                                   apply.  (C)  SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan is a 401(k)          Plan which satisfies the contribution and other requirements in      (1) Actual Method. Under the Actual Method as  Section 3.10 and which is not subject to nondiscrimination       determined from records, an Employee receives credit for Hours  testing or certain other requirements as provided in Section 3.10. of Service for hours worked and hours for which the Employer                                                                   makes payment or for which payment is due from the Employer.       1.30 401(m) Plan. 401(m) Plan means the 401(m) plan, if       any, the Employer establishes under its Adoption Agreement.          (2) Equivalency Method. Under an Equivalency Method,  The definitions under Sections 1.29(A), (B), and (C) also apply  for each equivalency period for which the Plan Administrator  as to a 401(m) Plan.                                             would credit the Employee with at least one Hour of Service, the                                                                   Plan Administrator will credit the Employee with: (a) 10 Hours       1.31 HEART Act. HEART Act means the Heroes Earnings         of Service for a daily equivalency; (b) 45 Hours of Service for a  Assistance and Relief Tax Act of 2008, as amended.               weekly equivalency; (c) 95 Hours of Service for a semi-monthly                                                                   payroll period equivalency; and (d) 190 Hours of Service for a       1.32 Hour of Service. Hour of Service means:                monthly equivalency.                                                                                  (i) Paid and duties. Each Hour of Service for           (3) Elapsed Time Method. Under the Elapsed Time  which the Employer, either directly or indirectly, pays an       Method, an Employee receives credit for Service for the  Employee, or for which the Employee is entitled to payment, for  aggregate of all time periods (regardless of the Employee's  the performance of duties. The Plan Administrator credits Hours  actual Hours of Service) commencing with the Employee's  of Service under this Paragraph (i) to the Employee for the      Employment Commencement Date, or with his/her  computation period in which the Employee performs the duties,    Re-Employment Commencement Date, and ending on the date a  irrespective of when paid;                                       Break in Service begins in accordance with Treas. Reg.                                                                   §1.410(a)-7. See Section 2.02(C)(4). In applying the Elapsed               (ii) Back pay. Each Hour of Service for back        Time Method, the Plan Administrator will credit an Employee's  pay, irrespective of mitigation of damages, to which the         Service for any Period of Severance of less than 12-consecutive  Employer has agreed or for which the Employee has received an    months and will express fractional periods of Service in days.  award. The Plan Administrator credits Hours of Service under       this Paragraph (ii) to the Employee for the computation                  (i) Elapsed Time - Break in Service. Under the  period(s) to which the award or the agreement pertains rather    Elapsed Time Method, a Break in Service is a Period of  than for the computation period in which the award, agreement    Severance of at least 12 consecutive months. In the case of an  or payment is made; and                                          Employee who is absent from work for maternity or paternity                                                                   reasons, the 12-consecutive month period beginning on the first               (iii) Payment but no duties. Each Hour of           anniversary of the first date the Employee is otherwise absent  Service for which the Employer, either directly or indirectly,   from Service does not constitute a Break in Service.  pays an Employee, or for which the Employee is entitled to         payment (irrespective of whether the employment relationship is          (ii) Elapsed Time - Period of Severance. A Period  terminated), for reasons other than for the performance of duties of Severance is a continuous period of time during which the  during a computation period, such as leave of absence, vacation, Employee is not employed by the Employer. The continuous  holiday, sick leave, illness, incapacity (including disability), period begins on the date the Employee retires, quits, is     © 2014 Great-West Trust Company, LLC or its suppliers                                                              8  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            discharged, or dies or if earlier, the first 12-month anniversary of include Participant forfeitures allocated on account of such  the date on which the Employee otherwise is absent from          Elective Deferrals or Employee Contributions.  Service for any other reason (including disability, vacation,      leave of absence, layoff, etc.).                                 (A) Fixed Matching Contribution. Fixed Matching                                                                   Contribution means a Matching Contribution which the           (iii) Elapsed Time - Year of Service. For purposes      Employer, subject to satisfaction of allocation conditions, if any,  of any plan provision which refers to Year of Service and does   must make pursuant to a formula in the Adoption Agreement.  not specifically reference the Elapsed Time Method, the plan     Under the formula, the Employer contributes a specified  will credit a Participant with a Year of Service for each 1-year percentage or dollar amount on behalf of a Participant based on  period of service or 365 days of service, as described in Treas. that Participant's Elective Deferrals or Employee Contributions  Reg. §1.410(a)-7, as modified by relevant elections in the       eligible for a match.  Adoption Agreement.                                                                                                                 (B) Discretionary Matching Contribution. Discretionary  (B)  Maternity/Paternity Leave/Family and Medical Leave          Matching Contribution means a Matching Contribution which  Act. Solely for purposes of determining whether an Employee      the Employer in its sole discretion elects to make to the Plan.  incurs a Break in Service under any provision of this Plan, the  The Employer retains discretion over the Discretionary  Plan Administrator must credit Hours of Service during the       Matching Contribution rate or amount, the limit(s) on Elective  Employee's unpaid absence period: (1) due to maternity or        Deferrals or Employee Contributions subject to match, the per  paternity leave; or (2) as required under the Family and Medical Participant match allocation limit(s), the Participants who will  Leave Act. An Employee is on maternity or paternity leave if the receive the allocation, and the time period applicable to any  Employee's absence is due to the Employee's pregnancy, the       matching formula(s) (collectively, the "matching formula"),  birth of the Employee's child, the placement with the Employee   except as the Employer otherwise elects in its Adoption  of an adopted child, or the care of the Employee's child         Agreement.  immediately following the child's birth or placement. The Plan     Administrator credits Hours of Service under this Section        (C) QMAC. QMAC means a qualified matching contribution  1.32(B) on the basis of the number of Hours of Service for       which is 100% Vested at all times and which is subject to the  which the Employee normally would receive credit or, if the      distribution restrictions described in Section 6.01(C)(4)(b). Any  Plan Administrator cannot determine the number of Hours of       Matching Contributions allocated to a Participant's QMAC  Service the Employee would receive credit for, on the basis of 8 Account under the Plan automatically satisfy and are subject to  hours per day during the absence period. The Plan Administrator  the QMAC definition. See Section 3.07(A)(7) for a limitation on  will credit only the number (not exceeding 501) of Hours of      the source of QMACs.  Service necessary to prevent an Employee's Break in Service.       The Plan Administrator credits all Hours of Service described in (D) Regular Matching Contribution. A Regular Matching  this Section 1.32(B) to the computation period in which the      Contribution is a Matching Contribution which is not a QMAC,  absence period begins or, if the Employee does not need these    a Safe Harbor Matching Contribution or an Additional Matching  Hours of Service to prevent a Break in Service in the            Contribution.  computation period in which his/her absence period begins, the     Plan Administrator credits these Hours of Service to the         (E) Basic Matching Contribution. See Section 3.05(E)(4).  immediately following computation period.                                                                                           (F) Enhanced Matching Contribution. See Section  (C)  Qualified Military Service. Hour of Service also includes   3.05(E)(6).  any Service the Plan must credit for eligibility, vesting,         contributions and benefits in order to satisfy the crediting of  (G) Additional Matching Contribution. See Section  Service requirements of Code §414(u).                            3.05(F)(1).                                                                          1.33 IRS. IRS means the Internal Revenue Service.           (H) QACA Basic Matching Contribution. See Section                                                                   3.05(E)(5).       1.34 Limitation Year. Limitation Year means the               consecutive month period the Employer specifies in its Adoption  (I) SIMPLE Matching Contribution. See Section 3.10(E)(1).  Agreement as applicable to allocations under Article IV. If the    Employer elects the same Plan Year and Limitation Year, the      (J) Safe Harbor Matching Contribution. See Section  Limitation Year is always a 12-consecutive month period even if  3.05(E)(3).  the Plan Year is a short period, unless the short Plan Year results   from an amendment, in which case, the Limitation Year also is a      1.36 Money Purchase Pension Plan/Money  short year. If the Employer amends the Limitation Year to a      Purchase Pension Contribution. Money Purchase Pension  different 12-consecutive month period, the new Limitation Year   Plan means the Money Purchase Pension Plan the Employer  must begin on a date within the Limitation Year for which the    establishes under a Money Purchase Pension Plan Adoption  Employer makes the amendment, creating a short Limitation        Agreement. The Employer Contribution to its Money Purchase  Year.                                                            Pension Plan is a Money Purchase Pension Contribution. The                                                                   Employer will make its Money Purchase Pension Contribution       1.35 Matching Contribution. Matching Contribution           as the Employer elects in its Adoption Agreement. As the  means a fixed or discretionary contribution the Employer makes   context requires, Money Purchase Pension Plan also includes a  on account of Elective Deferrals under a 401(k) Plan or on       target benefit plan.  account of Employee Contributions. Matching contributions also        © 2014 Great-West Trust Company, LLC or its suppliers                                                              9  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 1.37 Named Fiduciary. The Named Fiduciary is the            document are Plan section references unless the context clearly  Employer. The Employer in writing also may designate the Plan    indicates otherwise. The Plan includes any Appendix permitted  Administrator (if the Plan Administrator is not the Employer)    by the basic plan document or by the Employer's Adoption  and other persons as additional Named Fiduciaries. See Section   Agreement and which the Employer attaches to its Adoption  8.03. If the Plan is a restated Plan and under the prior plan    Agreement.  document a different Named Fiduciary is in place, this Section     1.37 becomes effective on the date the Employer executes this    (A) Multiple Employer Plan (Article XII). Multiple  restated Plan unless the Employer designates otherwise in        Employer Plan means a Plan in which at least one Employer  writing.                                                         which is not a Related Employer participates. This Plan may be                                                                   a Multiple Employer Plan only if maintained on a       1.38 Nonelective Contribution. Nonelective Contribution     Nonstandardized Adoption Agreement or on a Volume  means a fixed or discretionary Employer Contribution which is    Submitter Adoption Agreement. Article XII of the Plan applies  not a Matching Contribution or a Money Purchase Pension          to a Multiple Employer Plan, but otherwise does not apply to the  Contribution.                                                    Plan.                                                                     (A)  Fixed Nonelective Contribution. Fixed Nonelective           (B) Frozen Plan. See Section 3.01(J).  Contribution means a Nonelective Contribution which the            Employer, subject to satisfaction of allocation conditions, if any,  1.43 Plan Administrator. Plan Administrator means the  must make pursuant to a formula (based on Compensation of        Employer unless the Employer designates another person or  Participants who will receive an allocation of the contributions persons to hold the position of Plan Administrator. Any  or otherwise) in the Adoption Agreement. See 3.04(A)(2).         person(s) the Employer appoints as Plan Administrator may or                                                                   may not be Participants in the Plan. In addition to its other  (B)  Discretionary Nonelective Contribution. Discretionary       duties, the Plan Administrator has full responsibility for the  Nonelective Contribution means a Nonelective Contribution        Plan's compliance with the reporting and disclosure rules under  which the Employer in its sole discretion elects to make to the  ERISA. If the Employer is the Plan Administrator, any  Plan. See 3.04(A)(1).                                            requirement under the Plan for communication between the                                                                   Employer and the Plan Administrator automatically is deemed  (C)  QNEC. QNEC means a qualified nonelective contribution       satisfied, and the Employer has discretion to determine the  which is 100% Vested at all times and which is subject to the    manner of documenting any decision deemed to be  distribution restrictions described in Section 6.01(C)(4)(b). Any communicated under this provision.  Nonelective Contributions allocated to a Participant's QNEC        Account under the Plan automatically satisfy and are subject to      1.44 Plan Year. Plan Year means the consecutive month  the QNEC definition. See Section 3.07(A)(7) for a limitation on  period the Employer specifies in its Adoption Agreement.  the source of QNECs.                                                                                                                    1.45 Practitioner. Practitioner means the sponsor as to its  (D)  SIMPLE Nonelective Contribution. See Section                Employer clients of the Volume Submitter Plan and as defined  3.10(E)(1).                                                      in Section 13.05 of Rev. Proc. 2011-49.                                                                     (E)  Safe Harbor Nonelective Contribution. See Section               1.46 Predecessor Employer/Predecessor Plan.  3.05(E)(2).                                                                                                                         (A) Predecessor Employer. A Predecessor Employer is an       1.39 Opinion Letter. Opinion Letter means an IRS issued     employer that previously employed one or more of the  letter as to the acceptability of the form of a Prototype Plan as Employees.  defined in Section 4.06 of Rev. Proc. 2011-49.                                                                                      (B) Predecessor Plan. A Predecessor Plan is a Code §401(a) or       1.40 Paid Time Off Plan. A Paid Time Off Plan is any        §403(a) qualified plan the Employer terminated within the  plan or similar arrangement under which the Employer provides    five-year period beginning before or after the Employer  to Employees vacation, sick or other leave for which the         establishes this Plan, as described in Treas. Reg.  Employer pays the Employee, and agrees to compensate the         §1.411(a)-5(b)(3)(v)(B).  Employee for part or all of the unused leave.                                                                                           1.47 Prevailing Wage Contract/Contribution. Prevailing       1.41 Participant. Participant means an Eligible Employee    Wage Contract means a contract under which Employees are  who becomes a Participant in the Plan or as to any Contribution  performing services subject to the Davis-Bacon Act, the  Type as the context requires, in accordance with the provisions  McNamara-O'Hara Contract Service Act or any other federal,  of Section 2.01.                                                 state or municipal prevailing wage law. A Prevailing Wage                                                                   Contribution is a contribution the Employer makes to the Plan in       1.42 Plan. Plan means the retirement plan established or    accordance with a Prevailing Wage Contract. A Prevailing  continued by the Employer in the form of this Prototype Plan or  Wage Contribution is treated as a Nonelective Contribution or  Volume Submitter Plan, including the Adoption Agreement          other Employer Contribution except as the Plan otherwise  under which the Employer has elected to establish this Plan. The provides.  Employer must designate the name of the Plan in its Adoption       Agreement. An Employer may execute more than one Adoption            1.48 Profit Sharing Plan. Profit Sharing Plan means the  Agreement offered under this Plan, each of which will constitute Profit Sharing Plan the Employer establishes under a Profit  a separate Plan and Trust established or continued by that       Sharing Plan Adoption Agreement.  Employer. All section references within this basic plan               © 2014 Great-West Trust Company, LLC or its suppliers                                                             10  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 1.49 Protected Benefit. Protected Benefit means any         the Plan Administrator establishes for the purpose of separately  accrued benefit described in Treas. Reg. §1.411(d)-4, including  accounting for a Participant's Rollover Contributions attributable  any optional form of benefit provided under the Plan which may   to the Participant's In-Plan Roth Rollover Contributions. The  not (except in accordance with such regulations) be reduced,     Plan Administrator has authority to establish such a sub-account,  eliminated or made subject to Employer discretion.               and to the extent necessary, may establish sub-accounts based on                                                                   the source of the In-Plan Roth Rollover Contribution. The Plan       1.50 Prototype Plan/Master Plan (M&P Plan). Prototype       Administrator will administer an In-Plan Roth Rollover  Plan means as described in Section 4.02 of Rev. Proc. 2011-49    Contribution Account in accordance with Applicable Law and  or in any successor thereto under which each adopting Employer   the Plan provisions.  establishes a separate Trust. This Plan is not a Master Plan as    described in Section 4.01 of Rev. Proc. 2011-49 under which          1.56 Safe Harbor Contribution. Safe Harbor Contribution  unrelated adopting employers participate in a single funding     means a Safe Harbor Nonelective Contribution or a Safe Harbor  medium (trust or custodial account). However, the Plan could be  Matching Contribution as the Employer elects in its Adoption  a Master Trust under DOL Reg. §2525.103-2(e). A Prototype        Agreement. See Sections 3.05(E)(2) and (3).  Plan or a Master Plan must have an Opinion Letter as described     in Section 4.06 of Rev. Proc. 2011-49.                               1.57 Salary Reduction Agreement. A Salary Reduction                                                                   Agreement means a Participant's written election to make       1.51 QDRO. QDRO means a qualified domestic relations        Elective Deferrals to the Plan (including a Contrary Election  order under Code §414(p).                                        under Section 3.02(B)(4)(d)), made on the form the Plan                                                                   Administrator provides for this purpose.       1.52 Qualified Military Service. Qualified Military           Service means qualified military service as defined in Code      (A) Effective Date. A Salary Reduction Agreement may not be  §414(u)(5). Notwithstanding any provision in the Plan to the     effective earlier than the following date which occurs last: (1)  contrary, as to Qualified Military Service, the Plan will credit under Article II, the Participant's Entry Date or, in the case of a  Service under Section 1.32(C), the Employer will make            re-hired Employee, his/her re-participation date; (2) the  contributions to the Plan and the Plan will provide benefits in  execution date of the Salary Reduction Agreement; (3) the date  accordance with Code §414(u).                                    the Employer adopts the 401(k) Plan; or (4) the Effective Date                                                                   of the 401(k) Plan (or Elective Deferral provision within the       1.53 Qualified Reservist Distribution (QRD). See Section    Plan). Subject to the foregoing limitations, a Participant's Salary  6.01(C)(4)(b)(iii).                                              Reduction Agreement will be effective for the first pay period                                                                   that is within an administratively reasonable period after the date       1.54 Restated Plan. A Restated Plan means a plan the        the Plan Administrator receives the Agreement, unless the  Employer adopts in substitution for, and in amendment of, an     Participant specifies a later effective date.  existing plan, as the Employer elects in its Adoption Agreement.   If a Participant incurs a Separation from Service or Severance   (B) Compensation. A Salary Reduction Agreement must  from Employment before the Employer executes the Adoption        specify the dollar amount of Compensation or the percentage of  Agreement as a Restated Plan, the provisions of the Restated     Compensation the Participant wishes to defer. The Salary  Plan do not apply to the Participant unless he/she has an        Reduction Agreement: (1) applies only to Compensation for  Account Balance as of the execution date or unless the           Elective Deferral allocation as the Employer elects in its  Employer rehires the Participant.                                Adoption Agreement and which becomes currently available                                                                   after the effective date of the Salary Reduction Agreement; and       1.55 Rollover Contribution. A Rollover Contribution         (2) applies to all or to such Elective Deferral Compensation as  means an amount of cash or property (including a participant     the Salary Reduction Agreement indicates, including any  loan from another plan) which the Code permits an Eligible       Participant elections made in the Salary Reduction Agreement.  Employee or Participant to transfer directly or indirectly to this   Plan from another Eligible Retirement Plan (or vice versa)       (C) Additional Rules. The Plan Administrator in the Plan's  within the meaning of Code §402(c)(8)(B) and Section             Salary Reduction Agreement form, or in a Salary Reduction  6.08(F)(2), except that a 401(k) Plan may permit an In-Plan      Agreement policy will specify additional rules and restrictions  Roth Rollover Contribution as provided in Section 3.08(E). A     applicable to a Participant's Salary Reduction Agreement,  Rollover Contribution will be made to the Plan and not to a      including but not limited to those regarding the timing,  Designated IRA within the Plan under Section 3.12, if any.       frequency and mechanics of changing or revoking a Salary                                                                   Reduction Agreement. Any such rules and restrictions must be  (A)  In-Plan Roth Rollover Contribution. An In-Plan Roth         consistent with the Plan. The Plan Administrator may provide  Rollover Contribution means a Rollover Contribution to the Plan  more than one Salary Reduction Agreement form for use in  that consists of a distribution from a Participant's Plan Account, specific situations.  other than a Roth Deferral Account, that the Participant rolls     over to the Participant's In-Plan Roth Rollover Contribution         1.58 Separation from Service/Severance from  Account in the Plan, in accordance with Code §402(c)(4).         Employment. Separation from Service means an event after  In-Plan Roth Rollover Contributions will be subject to the Plan  which the Employee no longer has an employment relationship  rules related to Roth Deferral Accounts, subject to preservation with the Employer maintaining this Plan or with a Related  of Protected Benefits in accordance with clause (c) of Section   Employer. The Plan applies Separation from Service for all  3.08(E)(4).                                                      purposes except as otherwise provided. For purposes of                                                                   distribution of Restricted 401(k) Accounts, the application of  (B)  In-Plan Roth Rollover Contribution Account. An              Post-Severance Compensation and top-heavy look-back period  In-Plan Roth Rollover Contribution Account is a sub-account      distributions, the plan will apply the definition of Severance     © 2014 Great-West Trust Company, LLC or its suppliers                                                             11  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            from Employment under EGTRRA §646 (as modified for Code          Year were eligible under a cash or deferred arrangement  §415 purposes in applying the parent-subsidiary controlled       maintained by the Employer in the prior year, as described in  group rules).                                                    Treas. Reg. §1.401k-2(c)(2)(iii).                                                                          1.59 Service. Service means any period of time the              1.63 Taxable Year. Taxable Year means the taxable year  Employee is in the employ of the Employer, including any         of a Participant or of the Employer as the context requires.  period the Employee is on an unpaid leave of absence authorized    by the Employer under a uniform, nondiscriminatory policy            1.64 Transfer. Transfer means the Trustee's movement of  applicable to all Employees.                                     Plan assets from the Plan to another plan (or vice versa) directly                                                                   as between the trustees and not by means of a distribution. A  (A)  Related Employer Service. See Section 1.24(C).              Transfer may be an Elective Transfer or a Nonelective Transfer.                                                                   See Section 11.06. A Direct Rollover under Section 6.08(F)(1) is  (B)  Predecessor Employer/Plan Service. See Section 1.46. If     not a Transfer.  the Employer maintains (by adoption, plan merger or Transfer)      the plan of a Predecessor Employer, service of the Employee          1.65 Trust. Trust means the separate Trust created under  with the Predecessor Employer is Service with the Employer. If   the Plan.  the Employer maintained a Predecessor Plan, for purposes of        vesting Service, the Plan Administrator must count service           1.66 Trust Fund. Trust Fund means all property of every  credited to any Employee covered under the Predecessor Plan. If  kind acquired by the Plan and held by the Trust, other than  the Employer in its Adoption Agreement elects to disregard       incidental benefit insurance contracts.  vesting Service prior to the time that the Employer maintained     the Plan, the Plan Administrator will treat a Predecessor Plan as    1.67 Trustee/Custodian. Trustee or Custodian means the  the Plan for purposes of such election.                          person or persons who as Trustee or Custodian execute the                                                                   Adoption Agreement (or other Trust or Custodial Agreement in  (C)  Elective Service Crediting. If the Employer does not        substitution of the provisions in Article VIII as applicable), or  maintain the plan of a Predecessor Employer, the Plan does not   any successor in office who in writing accepts the position of  credit Service with the Predecessor Employer, unless the         Trustee or Custodian. The Employer must designate in its  Employer in its Adoption Agreement (or in a Participation        Adoption Agreement whether the Trustee will administer the  Agreement, if applicable) elects to credit designated Predecessor Trust as a discretionary Trustee or as a nondiscretionary Trustee.  Employer Service and specifies the purposes for which the Plan   See Article VIII. If the Sponsor or Practitioner is a bank, savings  will credit service with that Predecessor Employer. Unless the   and loan association, credit union, mutual fund, insurance  Employer under its Adoption Agreement provides for this          company, or other institution qualified to serve as Trustee, a  purpose specific Entry Dates, an Employee who satisfies the      person other than the Sponsor or Practitioner (or its affiliate)  Plan's eligibility condition(s) by reason of the crediting of    may not serve as Trustee or as Custodian of the Plan without the  predecessor service will enter the Plan in accordance with the   written consent of the Sponsor or Practitioner.  provisions of Article II as if the Employee were a re-employed     Employee on the first day the Plan credits predecessor service.      1.68 USERRA. USERRA means the Uniformed Services                                                                   Employment and Reemployment Rights Act of 1994, as  (D)  Standardized Plan. If the Employer's Plan is a              amended.  Standardized Plan, the Plan limits the elective crediting of past   Predecessor Employer Service to the period which does not            1.69 Valuation Date. Valuation Date means the  exceed 5 years immediately preceding the year in which an        Accounting Date, such additional dates as the Employer in its  amendment crediting such service becomes effective, such credit  Adoption Agreement may elect, and any other date that the Plan  must be granted to all Employees on a reasonably uniform basis,  Administrator designates for the valuation of the Trust Fund.  and the crediting must otherwise comply with Treas. Reg.           §1.401(a)(4)-5(a)(3).                                                1.70 Vested. Vested means a Participant or a Beneficiary                                                                   has an unconditional claim, legally enforceable against the Plan,       1.60 SIMPLE Contribution. SIMPLE Contribution means         to the Participant's Account Balance or Accrued Benefit or to a  a SIMPLE Nonelective Contribution or a SIMPLE Matching           portion thereof if not 100% Vested. Vesting means the degree to  Contribution. See Section 3.10(E).                               which a Participant is Vested in one or more Accounts.                                                                          1.61 Sponsor. Sponsor means the sponsor of this Prototype       1.71 Volume Submitter Plan. Volume Submitter Plan  Plan as to the Sponsor's adopting Employer clients and as        means as described in Section 13.01 of Rev. Proc. 2011-49 or in  defined in Section 4.07 of Rev. Proc. 2011-49.                   any successor thereto. A Volume Submitter Plan must have an                                                                   Advisory Letter as described in Section 13.03 of Rev. Proc.       1.62 Successor Plan. Successor Plan means a plan in         2011-49.  which at least 50% of the Eligible Employees for the first Plan        © 2014 Great-West Trust Company, LLC or its suppliers                                                             12  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE II                                            ELIGIBILITY AND PARTICIPATION         2.01 ELIGIBILITY. Each Eligible Employee becomes a          (C) Initial and Subsequent Eligibility Computation Periods.  Participant in the Plan in accordance with the eligibility       If the Plan requires one Year of Service for eligibility and an  conditions the Employer elects in its Adoption Agreement. The    Employee does not complete one Year of Service during the  Employer may elect different age and service conditions for      Initial Eligibility Computation Period, the Plan measures  different Contribution Types under the Plan.                     Subsequent Eligibility Computation Periods in accordance with                                                                   the Employer's election in its Adoption Agreement. If the Plan  (A)  Maximum Age and Years of Service. For purposes of an        measures Subsequent Eligibility Computation Periods on a Plan  Eligible Employee's participation in the Plan, the Plan may not  Year basis, an Employee who receives credit for the required  impose an age condition exceeding age 21 and may not require     number of Hours of Service during the Initial Eligibility  completion of more than one Year of Service, except under        Computation Period and also during the first applicable Plan  Section 2.02(E).                                                 Year receives credit for two Years of Service under Article II.                                                                     (B)  New Plan. Any Eligible Employee who has satisfied the           (1) Definition of Eligibility Computation Period. An  Plan's eligibility conditions and who has reached his/her Entry  Eligibility Computation Period is a 12-consecutive month  Date as of the Effective Date is eligible to participate as of the period.  Effective Date, assuming the Employer continues to employ the      Employee on that date. Any other Eligible Employee becomes           (2) Definition of Initial Eligibility Computation Period.  eligible to participate: (1) upon satisfaction of the eligibility The Initial Eligibility Computation Period is the Employee's  conditions and reaching his/her Entry Date; or (2) upon reaching Anniversary Year which begins on the Employee's Employment  his/her Entry Date if such Employee had already satisfied the    Commencement Date.  eligibility conditions prior to the Effective Date.                                                                                     (3) Definition of Anniversary Year. An Employee's  (C)  Restated Plan. If this Plan is a Restated Plan, each        Anniversary Year is the 12-consecutive month period beginning  Employee who was a Participant in the Plan on the day before     on the Employee's Employment Commencement Date or  the restated Effective Date continues as a Participant in the    beginning on anniversaries thereof.  Restated Plan, irrespective of whether he/she satisfies the        eligibility conditions of the Restated Plan, unless the Employer     (4) Definitions of Employment Commencement  provides otherwise in its Adoption Agreement.                    Date/Re-Employment Commencement Date. An Employee's                                                                   Employment Commencement Date is the date on which the  (D)  Prevailing Wage Contribution. If the Employer makes         Employee first performs an Hour of Service for the Employer.  Prevailing Wage Contributions to the Plan, no minimum age or     An Employee's Re-Employment Commencement Date is the  service conditions apply to an Eligible Employee's eligibility to date on which the Employee first performs an Hour of Service  receive Prevailing Wage Contributions under the Plan. The        for the Employer after the Employer re-employs the Employee.  Employer's Adoption Agreement elections imposing age and           service eligibility conditions apply to such an Employee as to       (5) Definition of Subsequent Eligibility Computation  non-Prevailing Wage Contributions under the Plan.                Period. A Subsequent Eligibility Computation Period is any                                                                   Eligibility Computation Period after the Initial Eligibility  (E)  Special Eligibility Effective Date (Dual Eligibility). The  Computation Period, as the Employer elects in its Adoption  Employer in its Adoption Agreement may elect to provide a        Agreement.  special Effective Date for the Plan's eligibility conditions, with   the effect that such conditions may apply only to Employees      (D) Entry Date. The Employer in its Adoption Agreement  who are employed by the Employer after a specified date.         elects the Entry Date(s) and elects whether such Entry Date(s)                                                                   are retroactive, coincident with or next following an Employee's       2.02 APPLICATION OF SERVICE CONDITIONS. The                 satisfaction of the Plan's eligibility conditions. The Employer  Plan Administrator will apply this Section 2.02 in administering may elect to apply different Entry Dates to different  the Plan's eligibility service condition(s), if any.             Contribution Types.                                                                     (A)  Definition of Year of Service. A Year of Service for            (1) Definition of Entry Date. See Section 1.26.  purposes of an Employee's participation in the Plan, means the     applicable Eligibility Computation Period under Section              (2) Maximum delay in participation. An Entry Date  2.02(C), during which the Employee completes the number of       may not result in an Eligible Employee who has satisfied the  Hours of Service (not exceeding 1,000) the Employer specifies    Plan's eligibility conditions being held out of Plan participation  in its Adoption Agreement, without regard to whether the         longer than six months, or if earlier, the first day of the next Plan  Employer continues to employ the Employee during the entire      Year, following completion of the Code §410(a) maximum  Eligibility Computation Period.                                  eligibility requirements.                                                                     (B)  Counting Years of Service. For purposes of an                   (3) Prevailing Wage Contributions. If the Employer  Employee's participation in the Plan, the Plan counts all of an  makes Prevailing Wage Contributions to the Plan, an Eligible  Employee's Years of Service, except as provided in Section       Employee's Entry Date with regard to such contributions is the  2.03.                                                            Employee's Employment Commencement Date. The Employer's                                                                   Adoption Agreement elections regarding Entry Dates apply to     © 2014 Great-West Trust Company, LLC or its suppliers                                                             13  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            such an Employee as to non-Prevailing Wage Contributions         after incurring a one year Break in Service and the Plan  under the Plan.                                                  disregards a Participant's Service completed prior to a Break in                                                                   Service until the Participant completes one Year of Service  (E)  Alternative Service Conditions. The Employer in its         following the Break in Service. The Plan suspends the  Adoption Agreement may elect to impose for eligibility a         Participant's participation in the Plan as of the first day of the  condition of less than one Year of Service or of more than one   Eligibility Computation Period following the Eligibility  Year of Service, but not exceeding two Years of Service. If the  Computation Period in which the Participant incurs the Break in  Employer elects an alternative Service condition to one Year of  Service.  Service or two Years of Service, the Employer must elect in its    Adoption Agreement the Hour of Service and other                     (1) Completion of one Year of Service. If a Participant  requirement(s), if any, after the Employee completes one Hour    completes one Year of Service following his/her Break in  of Service. Under any alternative Service condition election, the Service, the Plan restores the Participant's pre-break Service and  Plan may not require an Employee to complete more than one       the Participant resumes active participation in the Plan  Year of Service (1,000 Hours of Service in 12-consecutive        retroactively to the first day of the Eligibility Computation  months) or two Years of Service if applicable.                   Period in which the Participant first completes one Year of                                                                   Service following his/her Break in Service.       (1) Vesting requirement. If the Employer elects to            impose more than a one Year of Service eligibility condition, the    (2) Eligibility Computation Period. The Plan  Plan Administrator must apply 100% vesting on any Employer       Administrator measures the Initial Eligibility Computation  Contributions (and the resulting Accounts) subject to that       period under this Section 2.03(C) from the date the Participant  eligibility condition.                                           first receives credit for an Hour of Service following the one                                                                   year Break in Service. The Plan Administrator measures any       (2) One Year of Service maximum for specified               Subsequent Eligibility Computation Periods, if necessary, in a  Contributions. The Plan may not require more than one Year of    manner consistent with the Employer's Eligibility Computation  Service for eligibility for an Eligible Employee to make Elective Period election in its Adoption Agreement, using the  Deferrals, to receive Safe Harbor Contributions or to receive    Re-Employment Commencement Date in determining the  SIMPLE Contributions.                                            Anniversary Year if applicable.                                                                     (F)  Equivalency or Elapsed Time. If the Employer in its             (3) Election to limit application to separated  Adoption Agreement elects to apply the Equivalency Method or     Employees. If the Employer elects to apply the one year  the Elapsed Time Method in applying the Plan's eligibility       hold-out rule, the Employer also may elect in its Adoption  Service condition, the Plan Administrator will credit Service in Agreement to limit application of the rule only to a Participant  accordance with Sections 1.32(A)(2) and (3).                     who has incurred a Separation from Service.                                                                          2.03 BREAK IN SERVICE - PARTICIPATION. The Plan                 (4) Application to Employee who did not enter. The  Administrator will apply this Section 2.03 if any Break in       Plan Administrator also will apply the one year hold-out rule, if  Service rule applies for eligibility under the Plan.             applicable, to an Employee who satisfies the Plan's eligibility                                                                   conditions, but who incurs a Separation from Service and a one  (A)  Definition of Break in Service. For purposes of this        year Break in Service prior to becoming a Participant.  Article II, an Employee incurs a Break in Service if during any    applicable Eligibility Computation Period he/she does not            (5) No effect on vesting or Earnings. This Section  complete more than 500 Hours of Service with the Employer.       2.03(C) does not affect a Participant's vesting credit under  The Eligibility Computation Period under this Section 2.03(A) is Article V and, during a suspension period, the Participant's  the same as the Eligibility Computation Period the Plan uses to  Account continues to share fully in Earnings under Article VII.  measure a Year of Service under Section 2.02. If the Plan          applies the Elapsed Time Method of crediting Service under           (6) No restoration under two year break rule. The Plan  Section 1.32(A)(3), a Participant incurs a Break in Service if the Administrator in applying this Section 2.03(C) does not restore  Participant has a Period of Severance of at least 12 consecutive any Service disregarded under the Break in Service rule of  months.                                                          Section 2.03(B).                                                                     (B)  Two Year Eligibility. If the Employer under the Adoption        (7) No application to Elective Deferrals in 401(k) Plan.  Agreement elects a two Years of Service eligibility condition, an If the Plan is a 401(k) Plan and the Employer in its Adoption  Employee who incurs a one year Break in Service prior to         Agreement elects to apply the Section 2.03(C) one year hold-out  completing two Years of Service: (1) is a new Employee on the    rule, the Plan Administrator will not apply such provisions to the  date he/she first performs an Hour of Service for the Employer   Elective Deferral portion of the Plan.  after the Break in Service; (2) the Plan disregards the            Employee's Service prior to the Break in Service; and (3) the        (8) USERRA. An Employee who has completed  Employee establishes a new Employment Commencement Date          Qualified Military Service and who the Employer has rehired  for purposes of the Initial Eligibility Computation Period under under USERRA, does not incur a Break in Service under the  Section 2.02(C).                                                 Plan by reason of the period of such Qualified Military Service.                                                                     (C)  One Year Hold-Out Rule-Participation. The Employer in       (D) Rule of Parity - Participation. For purposes of Plan  its Adoption Agreement must elect whether to apply the "one      participation, the Plan does not apply the "rule of parity" under  year hold-out" rule under Code §410(a)(5)(C). Under this rule, a Code §410(a)(5)(D), unless the Employer in Appendix B elects  Participant will incur a suspension of participation in the Plan to apply the rule of parity.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             14  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             accruing for any non-excluded period and as to Contribution       2.04 PARTICIPATION UPON RE-EMPLOYMENT.                      Types for which the Participant is not an Excluded Employee;                                                                   (c) to receive Service credit in applying the Break in Service  (A)  Rehired Participant/Immediate Re-Entry. A Participant       rules; and (d) to share fully in Earnings under Article VII.  who incurs a Separation from Service will re-enter the Plan as a   Participant on his/her Re-Employment Commencement Date               (2) Resumption of Eligible Employee status. If a  (provided he/she is not an Excluded Employee), subject to any    Participant who becomes an Excluded Employee subsequently  Break in Service rule, if applicable, under Section 2.03.        resumes status as an Eligible Employee, the Participant will                                                                   participate in the Plan immediately upon resuming eligible  (B)  Rehired Eligible Employee Who Had Satisfied                 status, subject to the Break in Service rules, if applicable, under  Eligibility. An Eligible Employee who satisfies the Plan's       Section 2.03.  eligibility conditions, but who incurs a Separation from Service   prior to becoming a Participant, subject to any Break in Service (B) Excluded Employee Becomes Eligible. If an Excluded  rule, if applicable, under Section 2.03, will become a Participant Employee who is not a Participant becomes an Eligible  on the later of: (1) the Entry Date on which he/she would have   Employee, he/she will participate immediately in the Plan if  entered the Plan had he/she not incurred a Separation from       he/she has satisfied the Plan's eligibility conditions and would  Service; or (2) his/her Re-Employment Commencement Date.         have been a Participant had he/she not been an Excluded                                                                   Employee during his/her period of Service. An Excluded  (C)  Rehired Eligible Employee Who Had Not Satisfied             Employee receives Service credit for eligibility, for allocation  Eligibility. An Eligible Employee who incurs a Separation from   conditions under Section 3.06 (but the Plan disregards  Service prior to satisfying the Plan's eligibility conditions    Compensation paid while excluded) and for vesting under  becomes a Participant in accordance with the Employer's          Article V for each included vesting Year of Service,  Adoption Agreement elections. The Plan Administrator, for        notwithstanding the Employee's Excluded Employee status.  purposes of applying any shift in the Eligibility Computation      Period, takes into account the Employee's prior Service and the      2.06 PARTICIPATION OPT-OUT.  Employee is not treated as a new hire.                                                                                              (A) Volume Submitter Plan. If the Plan is a Volume       2.05 CHANGE IN EMPLOYMENT STATUS. The Plan                  Submitter Plan, the Plan Administrator may elect to permit an  Administrator will apply this Section 2.05 if the Employer in its Eligible Employee to elect irrevocably to not participate in the  Adoption Agreement elected to exclude any Employees as           Plan (to "opt-out"). The Eligible Employee prior to his/her Entry  Excluded Employees.                                              Date and prior to first becoming eligible under any plan of the                                                                   Employer as described in Code §219(g)(5)(A), including  (A)  Participant Becomes an Excluded Employee. If a              terminated plans, must file an opt-out election in writing with  Participant has not incurred a Separation from Service but       the Plan Administrator on a form the Plan Administrator  becomes an Excluded Employee (as to any or all Contribution      provides for this purpose. An Employee's election not to  Types), during the period of exclusion the Excluded Employee:    participate, pursuant to this Section 2.06(A), includes his/her  (i) will not share in the allocation of the applicable Employer  right to make Elective Deferrals, Employee Contributions,  Contributions (including a Top-Heavy Minimum Allocation          Rollover Contributions or Designated IRA Contributions, unless  under Section 10.02 if the Employee is excluded as to all        the Plan Administrator's opt-out form permits an Eligible  Contribution Types) or Participant forfeitures, based on         Employee to opt-out of specified Contribution Types prior to  Compensation paid to the Excluded Employee during the period     becoming eligible to participate in such Contribution Type. A  of exclusion; (ii) may not make Employee Contributions,          Participant's mere failure to make Elective Deferrals or  Rollover Contributions or Designated IRA Contributions; and      Employee Contributions is not an opt-out under this Section  (iii) if the Plan is a 401(k) Plan and the Participant is an     2.06(A).  Excluded Employee as to Elective Deferrals, may not make           Elective Deferrals as to Compensation paid to the Excluded       (B) Prototype Plan. If the Plan is a Prototype Plan, the Plan  Employee during the period of exclusion.                         does not permit an otherwise Eligible Employee or any                                                                   Participant to elect to opt-out. However, if the Plan is a       (1) Vesting, accrual, Break in Service and Earnings. A      Nonstandardized Plan, an Eligible Employee may opt-out in  Participant who becomes an Excluded Employee under this          accordance with Section 2.06(A) provided: (1) the Plan terms as  Section 2.05(A) continues: (a) to receive Service credit for     in effect prior to restatement under this Plan permitted the  vesting under Article V for each included vesting Year of        opt-out; and (2) the Employee executes the opt-out prior to the  Service; (b) to receive Service credit for applying any allocation date of the Employer's execution of this Plan as a Restated Plan.  conditions under Section 3.06 as to Employer Contributions             © 2014 Great-West Trust Company, LLC or its suppliers                                                             15  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE III                                        PLAN CONTRIBUTIONS AND FORFEITURES         3.01 CONTRIBUTION TYPES. The Employer in its                the Employer the amount of the Employer Contribution made by  Adoption Agreement will elect the Contribution Type(s) and any   the Employer by mistake of fact or the amount of the Employer  formulas, allocation methods, conditions and limitations         Contribution disallowed as a deduction under Code §404. The  applicable thereto, except where the Plan expressly reserves     Trustee will not return any portion of the Employer Contribution  discretion to the Employer or to the Plan Administrator.         under the provisions of this Section 3.01(H) more than one year                                                                   after: (a) the Employer made the contribution by mistake of fact;  (A)  Application of Limits. The Employer's contribution to the   or (b) the IRS's disallowance of the contribution as a deduction,  Trust for any Plan Year is subject to Article IV limits and other and then, only to the extent of the disallowance.  Plan limits.                                                                                                                            (2) Earnings. The Trustee will not increase the amount of  (B)  Compensation for Allocations/Limit. The Plan                the Employer Contribution returnable under this Section 3.01(H)  Administrator will allocate all Employer Contributions and       for any Earnings increases attributable to the contribution, but  Elective Deferrals based on the definition of Compensation       the Trustee will decrease the Employer Contribution returnable  under Section 1.11 the Employer elects in its Adoption           for any Earnings losses attributable thereto.  Agreement for a particular Contribution Type. The Plan             Administrator in allocating such contributions must limit each       (3) Evidence. The Trustee may require the Employer to  Participant's Compensation to the amount described in Section    furnish the Trustee whatever evidence the Trustee deems  1.11(E).                                                         necessary to enable the Trustee to confirm the amount the                                                                   Employer has requested be returned is properly returnable.  (C)  Allocation Conditions. The Plan Administrator will            allocate Employer Contributions only to those Participants who   (I) Money Purchase Pension and Defined Benefit Plans. If  satisfy the Plan's allocation conditions under Section 3.06, if  the Employer's Plan is a Money Purchase Pension Plan and the  any, for the Contribution Type being allocated.                  Employer also maintains a defined benefit pension plan,                                                                   notwithstanding the Money Purchase Pension Contribution  (D)  Top-Heavy. If the Plan is top-heavy, the Employer will      formula in the Employer's Adoption Agreement, the Employer's  satisfy the Top-Heavy Minimum Allocation requirements in         required contribution to its Money Purchase Pension Plan for a  accordance with Article X.                                       Plan Year is limited to the amount which the Employer may                                                                   deduct under Code §404(a)(7). If the Employer under Code  (E)  Net Profit Not Required. The Employer need not have net     §404(a)(7) must reduce its Money Purchase Pension Plan  profits to make a contribution under the Plan, unless the        contribution, the Plan Administrator will allocate the reduced  Employer in its Adoption Agreement specifies a fixed formula     contribution amount in accordance with the Plan's allocation  based on net profits.                                            formula.                                                                     (F)  Form of Contribution. Subject to the consent of the         (J) Frozen Plan. The Employer in its Adoption Agreement  Trustee under Article VIII, the Employer may make                may elect to treat the Plan as a Frozen Plan. Under a Frozen  discretionary Employer Contributions to a Profit Sharing Plan,   Plan, the Employer and the Participants will not make any  to a 401(k) Plan or to a 401(m) Plan (excluding Elective         contributions to the Plan. A Frozen Plan remains subject to all  Deferrals or Employee Contributions) in the form of              qualification and reporting requirements except as the Plan  unencumbered property instead of cash, provided the              provisions (other than those relating to ongoing permitted or  contribution of property is not a prohibited transaction. The    required contributions) continue in effect until the Employer  Employer may not make contributions in the form of property to   terminates the Plan. An Eligible Employee will not become a  its Money Purchase Pension Plan.                                 Participant in a Frozen Plan.                                                                     (G)  Time of Payment of Contribution. The Employer may               3.02 ELECTIVE DEFERRALS. If the Plan is a 401(k) Plan  pay to the Trust its Employer Contributions for any Plan Year in and the Employer in its Adoption Agreement elects to permit  one or more installments, without interest. Unless otherwise     Elective Deferrals, the Plan Administrator will apply the  required by applicable contract, the Employer may make an        provisions of this Section 3.02. A Participant's Elective  Employer Contribution to the Plan for a particular Plan Year at  Deferrals will be made pursuant to a Salary Reduction  such time(s) as the Employer in its sole discretion determines. If Agreement unless the Employer elects in its Adoption  the Employer makes a contribution for a particular Plan Year     Agreement to apply the Automatic Deferral provision under  after the close of that Plan Year, the Employer will designate to Section 3.02(B) or the CODA provision under Section 3.02(C).  the Plan Administrator and to the Trustee the Plan Year for      A Participant's Elective Deferrals may include the cash  which the Employer is making the Employer Contribution. The      equivalent of the Participant's unused paid time off that the  Plan Administrator will allocate the contribution accordingly.   Participant otherwise may elect to receive in cash under the                                                                   Employer's Paid Time Off Plan, if any, if such cash equivalent  (H)  Return of Employer Contribution. The Employer               otherwise satisfies the Plan's definition of Compensation for  contributes to the Plan on the condition its contribution is not purposes of Elective Deferrals (including following Severance  due to a mistake of fact and the IRS will not disallow the       from Employment). The Plan will treat any Elective Deferrals  deduction of the Employer Contribution.                          described in the preceding sentence in the same manner as other                                                                   Elective Deferrals for all purposes under the Plan.       (1) Request for contribution return/timing. The               Trustee, upon written request from the Employer, must return to     © 2014 Great-West Trust Company, LLC or its suppliers                                                             16  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (A)  Limitations. Except as described below regarding              Catch-Up Deferrals, the Employer in its Adoption Agreement               (a)  Participants subject to ACA. The Employer in  must elect the Plan limitations, if any, which apply to Elective its Adoption Agreement will elect which Participants are subject  Deferrals (or separately to Pre-Tax Deferrals or to Roth         to the ACA Automatic Deferral on the Effective Date thereof,  Deferrals, if applicable). Such Plan limitations are in addition to including some or all current Participants and those Employees  those mandatory limitations imposed under Article IV. In         who become Participants after the ACA Effective Date.  applying any such additional Plan limitation, the Plan             Administrator will take into account the Compensation for                (b)  Effect of Contrary Election. A Participant who  Elective Deferral purposes the Employer elects in the Adoption   makes a Contrary Election is not thereafter subject to the  Agreement. The Plan Administrator in the Salary Reduction        Automatic Deferral or to any scheduled increases thereto, even  Agreement form or in a Salary Reduction Agreement policy (see    if the Participant later revokes or modifies the Contrary Election.  Section 1.57(C)) may specify additional rules and restrictions   A Participant's Contrary Election continues in effect until the  applicable to Salary Reduction Agreements, including those       Participant subsequently changes his/her Salary Reduction  applicable to a deferral of a Participant's unused paid time off, Agreement.  under the Employer's Paid Time Off Plan, if applicable. The        Employer in a SIMPLE 401(k) Plan may not impose any Plan             (2) Eligible Automatic Contribution Arrangement.  limit on Elective Deferrals except as provided under Code        (EACA). If the Employer elects in its Adoption Agreement, the  §408(p). See Section 3.05(C)(2) regarding limits on Elective     Employer maintains a Plan with Automatic Deferral provisions  Deferrals under a safe harbor plan. Unless otherwise provided    as an Eligible Automatic Contribution Arrangement (EACA),  on the Salary Reduction form or in the Salary Reduction          effective as of the date the Employer elects in its Adoption  Agreement policy, the termination of a Participant's employment  Agreement (but not earlier than Plan Years beginning after  with the Employer automatically revokes the Participant's Salary December 31, 2007) and the provisions of this Section  Reduction Agreement with regard to periods after the Participant 3.02(B)(2) will apply.  is rehired.                                                                                                                                 (a) Participants subject to EACA. The Employer in       (1) Plan Administrator discretion if no stated Plan         its Adoption Agreement will elect which Participants are subject  limit. The Employer may elect a Plan limit in its Adoption       to the EACA Automatic Deferral on the Effective Date thereof  Agreement, but if the Employer does not so elect, the Plan       which may include some or all current Participants or may be  Administrator may establish or change a Plan limit on Elective   limited to those Employees who become Participants after the  Deferrals from time to time by providing notice to the           EACA Effective Date.  Participants. Any such limit change made during a Plan Year        applies only prospectively and applies until the Plan                        (i)  EACA Effective Date. EACA Effective  Administrator changes or revokes the limit.                      Date means the date on which the EACA goes into effect, either                                                                   as to the overall Plan or as to an individual Participant as the       (2) Compensation from which Deferrals may be made.          context requires. An EACA becomes effective as to the Plan as  Participants may not make Elective Deferrals from amounts that   of the date the Employer elects in its Adoption Agreement. A  are not Code §415 Compensation under Section 4.05(F). In         Participant's EACA Effective Date is as soon as practicable after  addition, a Participant may not make Elective Deferrals from     the Participant is subject to Automatic Deferrals under the  amounts which are not Compensation under Section 1.11, even      EACA, consistent with the objective of affording the Participant  if 415 Compensation is more inclusive. In determining            a reasonable period of time after receipt of the EACA notice to  Compensation from which a Participant may make Elective          make a Contrary Election (and, if applicable, an investment  Deferrals, the Compensation dollar limitation described in       election).  Section 1.11(E) does not apply.                                                                                                             (b) Uniformity. The Automatic Deferral Percentage  (B)  Automatic Deferrals. The Employer in its Adoption           must be a uniform percentage of Compensation. However, the  Agreement will elect whether to apply or not apply the           Plan does not violate the uniform Automatic Deferral Percentage  Automatic Deferral provisions. The Employer may elect the        merely because the Plan applies any of the following provisions:  Automatic Deferral provisions under a Section 3.02(B)(1)           (ACA), a Section 3.02(B)(2) (EACA), or a Section 3.02(B)(3)                  (i)  Years of participation. The Automatic  (QACA). If the QACA provisions apply, the safe harbor            Deferral Percentage varies based on the number of Plan Years  provisions of Section 3.05(J) and EACA provisions of Section     (or portions of years) the Participant has participated in the Plan  3.02(B)(2) also apply. The Plan Administrator will treat         while the Plan has applied EACA provisions;  Automatic Deferrals as Elective Deferrals for all purposes under   the Plan, including application of limitations, nondiscrimination            (ii) No reduction from prior default  testing and distributions. If the Employer in its Adoption       percentage. The Employer elects in the Adoption Agreement  Agreement has elected to permit Roth Deferrals, Automatic        not to apply Automatic Deferrals to a Participant whose Elective  Deferrals are Pre-Tax Deferrals unless the Employer in           deferrals immediately prior to the EACA's Effective Date were  Appendix B elects otherwise.                                     higher than the Automatic Deferral Percentage;                                                                          (1) Automatic Contribution Arrangement (ACA). If                        (iii) Applying statutory limits. The Plan limits  the Employer elects in its Adoption Agreement, the Employer      the Automatic Deferral amount so as not to exceed the limits of  maintains a Plan with Automatic Deferral provisions as an        Code §§401(a)(17), 402(g) (determined without regard to Age  Automatic Contribution Arrangement ("ACA"), effective as of      50 Catch-Up Deferrals), or 415;  the date the Employer elects in the Adoption Agreement, and the    provisions of this Section 3.02(B)(1) will apply.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             17  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                         (iv) No deferrals during hardship suspension.       permissible distribution amount by any generally applicable  The Plan does not apply the Automatic Deferral during the        fees. However, the Plan may not charge a greater fee for  period of suspension, under the Plan's hardship distribution     distribution under this Section 3.02(B)(2)(d)(ii), than applies to  provisions, of Participant's right to make Elective Deferrals to other distributions. The Plan Administrator may adopt a policy  the Plan following a hardship distribution; or                   regarding charging such fees consistent with this paragraph.                                                                                  (v)  Disaggregated groups. The Plan applies                      (iii) Timing. The Participant may make an  different Automatic Deferral Percentages to different groups if  election to withdraw the Automatic Deferrals under the EACA  the groups can be disaggregated under Treas. Reg.                no later than 90 days, or such shorter period as the Employer  §1.401(k)-1(b)(4).                                               specifies in its Adoption Agreement (but not less than 30 days),                                                                   after the date of the first Automatic Deferral under the EACA.           (c) EACA notice. The Plan Administrator annually        For this purpose, the date of the first Automatic Deferral is the  will provide a notice to each Covered Employee a reasonable      date that the Compensation subject to the Automatic Deferral  period prior to each Plan Year the Employer maintains the Plan   otherwise would have been includible in the Participant's gross  as an EACA ("EACA Plan Year").                                   income. For purposes of the preceding sentence, EACAs under                                                                   the Plan are aggregated, except that the mandatory               (i)  Deemed reasonable notice/new                   disaggregation rules of Code §410(b) apply. In addition, a  Participant. The Plan Administrator is deemed to provide         Participant's withdrawal right is not restricted due to the  timely notice if the Plan Administrator provides the EACA        Participant making a Contrary Election during the 90-day period  notice at least 30 days and not more than 90 days prior to the   (or shorter period as the Employer specifies in its Adoption  beginning of the EACA Plan Year.                                 Agreement).                                                                                  (ii) Mid-year notice/new Participant or Plan.                    (iv) Rehired Employees. For purposes of  If: (A) an Employee becomes eligible to make Elective            Section 3.02(B)(2)(d)(iii), the Plan will treat an Employee who  Deferrals in the Plan during an EACA Plan Year but after the     for an entire Plan Year did not have contributions made pursuant  Plan Administrator has provided the annual EACA notice for       to a default election under the EACA as having not had such  that Plan Year; or (B) the Employer adopts mid-year a new Plan   contributions for any prior Plan Year as well.  as a EACA, the Plan Administrator must provide the EACA            notice no later than the date the Employee becomes eligible to                (v) Effective date of the actual withdrawal  make Elective Deferrals. However, if it is not practicable for the election. The effective date of the permissible withdrawal will  Plan Administrator to provide the notice on or before the date an be as soon as practicable, but in no event later than the earlier of:  Employee becomes a Participant, then the notice nonetheless      (A) the pay date of the second payroll period beginning after the  will be treated as provided timely if the Plan Administrator     Participant makes the election; or (B) the first pay date that  provides the notice as soon as practicable after that date and the occurs at least 30 days after the Participant makes the election.  Employee is permitted to elect to defer from all types of        The election also will be deemed to be the Participant's Contrary  Compensation that may be deferred under the Plan earned          Election to have no Elective Deferrals made to the Plan.  beginning on that date.                                          However, the Participant may subsequently make a deferral                                                                   election hereunder.               (iii) Content. The EACA notice must provide           comprehensive information regarding the Participants' rights and              (vi) Related Matching Contributions. The Plan  obligations under the Plan and must be written in a manner       Administrator will not take into account any deferrals withdrawn  calculated to be understood by the average Participant.          pursuant to this Section 3.02(B)(2)(d) in computing and                                                                   allocating Matching Contributions. If the Employer already has           (d) EACA permissible withdrawal. The Employer           allocated Matching Contributions to the Participant's account  will elect in its Adoption Agreement whether a Participant who   with respect to Elective Deferrals being withdrawn pursuant to  has Automatic Deferrals under the EACA may elect to withdraw     this Section, the Plan must forfeit the Matching Contributions,  all the Automatic Deferrals (and allocable earnings) under the   as adjusted for Earnings.  provisions of this Section 3.02(B)(2)(d). Any distribution made    pursuant to this Section will be processed in accordance with                 (vii) Treatment of withdrawals. With regard to  normal distribution provisions of the Plan.                      Elective Deferrals withdrawn pursuant to this Section                                                                   3.02(B)(2)(d): (A) the Plan Administrator will disregard such               (i)  Amount. If a Participant elects a              deferrals in the ADP test (if applicable) under Section 4.10(B);  permissible withdrawal under this Section 3.02(B)(2)(d), then    (B) the Plan Administrator will disregard such Deferrals for  the Plan must make a distribution equal to the amount (and only  purposes of the Elective Deferral Limit under Section 4.10(A);  the amount) of the Automatic Deferrals made under the EACA       and (C) such Deferrals are not subject to the consent  (adjusted for Earnings to the date of the distribution).The Plan requirements of Code §§401(a)(11) or 417. The Plan  may account separately for Automatic Deferrals, in which case    Administrator will disregard any Matching Contributions  the Plan will distribute the entire Account. If the Plan does not forfeited under Section 3.02(B)(2)(d)(vi) in the ACP test (if  account separately for the Automatic Deferrals, then the Plan    applicable) under Section 4.10(C).  must determine Earnings in the same manner applied to              determine Allocable Income to the refund of Excess                       (e)  Effect of Contrary Election/Covered Employee  Contributions under Section 4.11(C)(2)(a).                       status. A Participant's Contrary Election continues in effect until                                                                   the Participant subsequently revokes or modifies his/her Salary               (ii) Fees. Notwithstanding Section                  Reduction Agreement, or the Contrary Election expires. A  3.02(B)(2)(d)(i), the Plan Administrator may reduce the          Participant who makes a Contrary Election is not thereafter     © 2014 Great-West Trust Company, LLC or its suppliers                                                             18  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            subject to the Automatic Deferral or to any scheduled increases              (i)  Initial period. 3% for the period that begins  thereto, even if the Participant later revokes the Contrary      when the Participant first has contributions made pursuant to a  Election or the Contrary Election expires, unless the Participant default election under the QACA and ends on the last day of the  is a Covered Employee.                                           following Plan Year;                                                                                  (i)  Covered Employee. A Covered Employee                       (ii) Third Plan Year. 4% for the third Plan  is a Participant who is subject to the EACA. The Employer in its Year of the Participant's participation in the QACA;  Adoption Agreement will elect whether a Participant who makes      a Contrary Election is a Covered Employee. A Covered                         (iii) Fourth Plan Year. 5% for the fourth Plan  Employee must receive the annual EACA notice even though         Year of the Participant's participation in the QACA; and  the Participant's Contrary Election remains in effect. In addition,   a Covered Employee who revokes his/her Contrary Election or                  (iv) Fifth and later Plan Years. 6% for the fifth  whose Contrary Election expires, is thereafter immediately       Plan Year of the Participant's participation in the QACA and for  subject to the EACA Automatic Deferral.                          each subsequent Plan Year.                                                                          (3) Qualified Automatic Contribution Arrangement            For purposes of this Section 3.02(B)(3)(b), the Plan will treat a  (QACA). If the Employer elects in its Adoption Agreement, the    Participant who for an entire Plan Year did not have Automatic  Employer maintains a Plan with Automatic Deferral provisions     Deferral contributions made under the QACA as not having  as a Qualified Automatic Contribution Arrangement (QACA),        made such contributions for any prior Plan Year.  effective as of the date the Employer elects in it Adoption        Agreement (but not earlier than Plan Years beginning after               (c) Uniformity. The uniformity provisions of  December 31, 2007) and the provisions of this Section            Section 3.02(B)(2)(b) applicable to an EACA, also apply to a  3.02(B)(3) and of Section 3.05(J) will apply. If this Plan is a  QACA.  QACA, then the Employer may elect in its Adoption Agreement        to provide EACA permissible withdrawals, as described in                 (d) QACA Notice. See Section 3.05(H)(5) as to  Section 3.02(B)(2)(d).                                           QACA notice provisions.                                                                              (a) Participants subject to QACA. The Employer                  (e) Effect of Contrary Election and termination of  in its Adoption Agreement will elect which Participants are      Election. A Participant's Contrary Election continues in effect  subject to the QACA Automatic Deferral on the Effective Date     until a Participant modifies or revokes the Election, or until the  thereof including some or all current Participants and those     Election expires. A Participant who revokes his/her Contrary  Employees who become Participants after the QACA Effective       Election or whose Contrary Election expires, is thereafter  Date. The Employer must elect to apply the QACA Automatic        immediately subject to the QACA Automatic Deferral.  Deferral at least to those Participants as of the QACA Effective   Date who do not have in effect a Salary Reduction Agreement          (4) Automatic Contribution Definitions. The following  and may also elect to apply the QACA Automatic Deferral to       definitions apply to all Automatic Contribution Arrangements  such Participants who have an existing Salary Reduction          under this Section 3.02(B):  Agreement in effect as provided in the Adoption Agreement.                                                                                  (a) Automatic Deferral. An Automatic Deferral is               (i)  QACA Effective Date. QACA Effective            an Elective Deferral that results from the operation of Section  Date means the date on which the QACA goes into effect, either   3.02(B)(1), Section 3.02(B)(2) or Section 3.02(B)(3). Under the  as to the overall Plan or as to an individual Participant as the Automatic Deferral, the Employer automatically will reduce by  context requires. A QACA becomes effective as to the Plan as of  the Automatic Deferral Percentage or Amount the  the date the Employer elects in its Adoption Agreement. A        Compensation of each Participant subject to the Automatic  Participant's QACA Effective Date is as soon as practicable after Deferral, except those Participants who timely make a Contrary  the Participant is subject to Automatic Deferrals under the      Election.  QACA, consistent with the objective of affording the Participant   a reasonable period of time after receipt of the QACA notice to          (b) Automatic Deferral Percentage/Increases. The  make a Contrary Election (and, if applicable, an investment      Automatic Deferral Percentage is the percentage of Automatic  election). However, in no event will the Automatic Deferral be   Deferral which the Employer elects in its Adoption Agreement  effective later than the earlier of: (1) the pay date for the second including any scheduled increase to the Automatic Deferral  payroll period that begins after the date the QACA safe harbor   Percentage which the Employer may elect. If a Participant  notice (described in Section 3.05(H)(5)) is provided to the      subject to the Automatic Deferral elected, before the Effective  Employee, or (2) the first pay date that occurs at least 30 days Date of the Automatic Deferral, to defer an amount which is less  after the QACA safe harbor notice is provided to the Employee.   than the Automatic Deferral Percentage the Employer has                                                                   elected in its Adoption Agreement, the Automatic Deferral           (b) QACA Automatic Deferral Percentage. Except          Percentage includes only the incremental percentage amount  as provided in Section 3.02(B)(3)(c) (relating to uniformity     necessary to increase the Participant's Elective Deferral to equal  requirements), the Plan must apply to all Participants subject to the Automatic Deferral Percentage, including any scheduled  the QACA as described in Section 3.02(B)(3)(a), a uniform        increases thereto. See Section 3.02(B)(3)(b) as to the QACA  Automatic Deferral Percentage, as a percentage of each           required Automatic Deferral Percentage.  Participant's Compensation, which does not exceed 10%, and         which is at least the following minimum amount:                          (c) Compensation. Compensation for purposes of                                                                   determining the amount of Automatic Deferrals by applying the                                                                   Automatic Deferral Percentage means Compensation for                                                                   purposes of allocating Elective Deferrals under the Plan. For    © 2014 Great-West Trust Company, LLC or its suppliers                                                             19  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Plan Years beginning on or after January 1, 2010, Compensation       (2) Definition of Catch-Up Deferral. A Catch-Up  must be nondiscriminatory Compensation as described in           Deferral is an Elective Deferral by a Catch-up Eligible  Section 1.11(F); provided that the Employer in its Adoption      Participant and which exceeds: (a) a Plan limit on Elective  Agreement may not elect to limit NHCE Compensation to a          Deferrals under Section 3.02(A); (b) the Annual Additions Limit  specified dollar amount.                                         under Section 4.05(B); (c) the Elective Deferral Limit under                                                                   Section 4.10(A); or (d) the ADP Limit under Section 4.10(B).           (d) Contrary Election. A Contrary Election is a           Participant's election made after the ACA, EACA or QACA              (3) Limit on Catch-Up Deferrals. A Participant's  Effective Date not to defer any Compensation or to defer an      Catch-Up Deferrals for a Taxable Year may not exceed the  amount which is more or less than the Automatic Deferral         lesser of: (a) 100% of the Participant's Compensation for the  Percentage.                                                      Taxable Year when added to the Participant's other Elective                                                                   Deferrals; or (b) the Catch-Up Deferral dollar limit in effect for           (e) Contrary Election Effective Date. A                 the Taxable Year ($5,000 for 2006).  Participant's Contrary Election generally is effective as of the   first payroll period which follows the payroll period in which the   (4) Adjustment after 2006. After the 2006 Taxable Year,  Participant makes the Contrary Election. However, a Participant  the Secretary of the Treasury will adjust the Catch-Up Deferral  may make a Contrary Election which is effective: (i) for the first dollar limit in multiples of $500 under Code §414(v)(2)(C).  payroll period in which he/she becomes a Participant if the        Participant makes a Contrary Election within a reasonable            (5) Treatment of Catch-Up Deferrals. Catch-Up  period following the Participant's Entry Date and before the     Deferrals are not: (a) subject to the Annual Additions Limit  Compensation to which the Election applies becomes currently     under Section 4.05(B); (b) subject to the Elective Deferral Limit  available; or (ii) for the first payroll period following the    under Section 4.10(A); (c) included in a Participant's ADR in  Effective Date of the Automatic Deferral, if the Participant     calculating the Plan's ADP under Section 4.10(B); or (d) taken  makes a Contrary Election not later than the Effective Date of   into account in determining the Highest Contribution Rate under  the Automatic Deferral.                                          Section 10.06(E). Catch-Up Deferrals are taken into account in                                                                   determining the Plan's Top-Heavy Ratio under Section  (C)  Cash or Deferred Arrangement (CODA). The Employer           10.06(K). Otherwise, Catch-Up Deferrals are treated as other  in its Adoption Agreement may elect to apply the CODA            Elective Deferrals.  provisions of this Section 3.02(C). Under a CODA, a Participant    may elect to receive in cash his/her proportionate share of the      (6) Universal availability. If the Employer permits  Employer's cash or deferred contribution, in accordance with the Catch-Up Deferrals to its Plan, the right of all Catch-Up Eligible  Employer's Adoption Agreement election. A Participant's          Participants to make Catch-Up Deferrals must satisfy the  proportionate share of the Employer's cash or deferred           universal availability requirement of Treas. Reg. §1.414(v)-1(e).  contribution is the percentage of the total cash or deferred     If the Employer maintains more than one applicable plan within  contribution which bears the same ratio that the Participant's   the meaning of Treas. Reg. §1.414(v)-1(g)(1), and any of the  Compensation for the Plan Year bears to the total Compensation   applicable plans permit Catch-Up Deferrals, then any Catch-up  of all Participants for the Plan Year. For purposes of           Eligible Participant in any such plans must be permitted to have  determining each Participant's proportionate share of the cash or the same effective opportunity to make the same dollar amount  deferred contribution, a Participant's Compensation is his/her   of Catch-Up Deferrals. Any Plan-imposed limit on total Elective  Compensation for Nonelective Contribution allocations (unless    Deferrals including Catch-Up Deferrals may not be less than  the Employer elects otherwise in its Adoption Agreement) as      75% of a Participant's gross Compensation.  determined under Section 1.11, excluding any effect the            proportionate share may have on the Participant's Compensation   (E) Roth Deferrals. The Employer in its 401(k) Plan Adoption  for the Plan Year. The Plan Administrator will determine the     Agreement may elect to permit Roth Deferrals. The Employer  proportionate share prior to the Employer's actual contribution  must also elect to permit Pre-Tax Deferrals if the Employer  to the Trust, to provide the Participants with the opportunity to elects to permit Roth Deferrals. The Plan Administrator will  file cash elections. The Employer will pay directly to the       administer Roth Deferrals in accordance with this Section  Participant the portion of his/her proportionate share the       3.02(E).  Participant has elected to receive in cash.                                                                                             (1) Treatment of Roth Deferrals. The Plan  (D)  Catch-Up Deferrals. Unless the Employer otherwise elects    Administrator will treat Roth Deferrals as Elective Deferrals for  in its Adoption Agreement, the Plan permits Catch-Up Eligible    all purposes of the Plan, except where the Plan indicates  Participants to make Catch-Up Deferrals to the Plan under this   otherwise.  Section 3.02(D).                                                                                                                        (2) Separate accounting. The Plan Administrator will       (1) Definition of Catch-Up Eligible Participant. A          establish a Roth Deferral Account for each Participant who  Catch-Up Eligible Participant is a Participant who is eligible to makes any Roth Deferrals and Earnings thereon in accordance  make Elective Deferrals and who has attained at least age 50 or  with Section 7.04(A)(1). The Plan Administrator will establish a  who will attain age 50 before the end of the Taxable Year in     Pre-Tax Account and Earnings thereon for each Participant who  which he/she will make a Catch-Up Deferral. A Participant who    makes any Pre-Tax Deferrals in accordance with Section  dies or who incurs a Separation from Service before actually     7.04(A)(1). The Plan Administrator will credit only Roth  attaining age 50 in such Taxable Year is a Catch-Up Eligible     Deferrals and Earnings thereon (allocated on a reasonable and  Participant.                                                     consistent basis) to a Participant's Roth Deferral Account.                                                                        © 2014 Great-West Trust Company, LLC or its suppliers                                                             20  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (3) No re-classification. An Elective Deferral contributed  formula and if the Participant satisfies the allocation conditions  to the Plan either as a Pre-Tax Deferral or as a Roth Deferral   for Fixed Matching Contributions, if any, the Employer elects in  may not be re-classified as the other type of Elective Deferral; its Adoption Agreement.  provided, however that a Pre-Tax Deferral may be converted to      a Roth Deferral by means of an In-Plan Roth Rollover under           (2) Discretionary Match. The Employer in its Adoption  Section 3.08(E).                                                 Agreement may elect to make a Discretionary Matching                                                                   Contribution to the Plan.  (F)  Elective Deferrals as Employer Contributions. Where           the context requires under the Plan, Elective Deferrals are              (a) Allocation. To the extent the Employer makes  Employer Contributions except: (1) under Section 3.04 relating   Discretionary Matching Contributions, the Plan Administrator  to allocation of Employer Contributions; (2) under Section 3.06  will allocate the Discretionary Matching Contributions to the  relating to allocation conditions; and (3) under Section 5.03    Account of each Participant entitled to the match under the  relating to vesting.                                             Employer's discretionary matching allocation formula and who                                                                   satisfies the allocation conditions for Discretionary Matching  (G)  Automatic Escalation. The Employer in its Adoption          Contributions, if any, the Employer elects in its Adoption  Agreement will elect whether to apply the Automatic Escalation   Agreement. The Employer under a Discretionary Matching  provisions of this Section 3.02(G) to Salary Reduction           Contribution retains discretion over the amount of its Matching  Agreements. Such provisions shall apply to affirmative deferral  Contributions, and, except as the Employer otherwise elects in  elections and will not apply to participants for whom the        its Adoption Agreement, the Employer also retains discretion  Employer is withholding Automatic Deferrals under Section        over the matching formula. See Section 1.35(B).  3.02(B). In its Adoption Agreement, the Employer will specify      the Participants to whom automatic escalation applies, the           (3) Roth Deferrals. Unless the Employer elects otherwise  amount by which the Elective Deferrals will increase, and the    in its Adoption Agreement, the Employer's Matching  timing of the increase.                                          Contributions apply in the same manner to Roth Deferrals as                                                                   they apply to Pre-Tax Deferrals.       3.03 MATCHING CONTRIBUTIONS. If the Employer                  elects in its Adoption Agreement to provide for Matching             (4) Contribution timing. Except as described in Section  Contributions (or if Section 3.03(C)(2) applies), the Plan       3.05 regarding a Safe Harbor 401(k) Plan, the time period that  Administrator will apply the provisions of this Section 3.03.    the Employer elects for computing its Matching Contributions                                                                   does not require that the Employer actually contribute the  (A)  Matching Formula: Type, Rate/Amount, Limitations            Matching Contribution at any particular time. As to Matching  and Time Period. Except as provided in Section 3.03(C)(2), the   Contribution timing and the ACP test, see Section  Employer in its Adoption Agreement must elect the type(s) of     4.10(C)(5)(e)(iii).  Matching Contributions (Fixed or Discretionary Matching            Contributions), and as applicable, the Matching Contribution         (5) Participating Employers. If any Participating  rate(s)/amount(s), the limit(s) on Elective Deferrals or Employee Employers contribute Matching Contributions to the Plan, the  Contributions subject to match, the limit(s) on the amount of    Employer in its Adoption Agreement must elect: (a) whether  Matching Contributions, and the time period the Plan             each Participating Employer will be subject to the same or  Administrator will apply in the computation of any Matching      different Matching Contribution formulas than the Signatory  Contributions. If the Employer in its Adoption Agreement elects  Employer; and (b) whether the Plan Administrator will allocate  to apply any limit on Matching Contributions based on pay        Matching Contributions only to Participants directly employed  periods or on any other time period which is less than the Plan  by the contributing Employer or to all Participants regardless of  Year, the Plan Administrator will determine the limits in        which Employer contributes or how much any Employer  accordance with the time period specified and will not take into contributes. The allocation of Matching Contributions under this  account any other Compensation or Elective Deferrals not         Section 3.03(A)(5) also applies to the allocation of any forfeiture  within the applicable time period, even in the case of a         attributable to Matching Contributions and which the Plan  Participant who becomes eligible for the match mid-Plan Year     allocates to Participants.  and regardless of the Employer's election as to Pre-Entry          Compensation. If the Employer in its Adoption Agreement          (B) Regular Matching Contributions. If the Employer in its  elects to use "Participating Compensation" for Matching          Adoption Agreement elects to make Matching Contributions,  Contributions, the Plan Administrator will take Elective         such contributions are Regular Matching Contributions unless:  Deferrals into account in computing Matching Contributions       (i) the Employer in its Adoption Agreement elects to treat some  only if the Elective Deferrals were made after the Participant   or all Matching Contributions as a Plan-Designated QMAC  became eligible for the match. An Employee becomes "eligible     under Section 3.03(C)(1); or (ii) the Employer makes an  for the match" when the Employee becomes a Participant in the    Operational QMAC under Section 3.03(C)(2).  Matching Contribution portion of the plan.                                                                                              (1) Separate Account. The Plan Administrator will       (1) Fixed Match. The Employer in its Adoption               establish a separate Regular Matching Contribution Account for  Agreement may elect to make a Fixed Matching Contribution to     each Participant who receives an allocation of Regular Matching  the Plan under one or more formulas.                             Contributions in accordance with Section 7.04(A)(1).                                                                              (a) Allocation. The Employer may contribute on a        (C) QMAC. The provisions of this Section 3.03(C) apply to  Participant's behalf under a Fixed Matching Contribution         QMAC contributions.  formula only to the extent that the Participant makes Elective     Deferrals or Employee Contributions which are subject to the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             21  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (1) Plan-Designated QMAC. The Employer in its 401(k)          Plan Adoption Agreement will elect whether or not to treat some      3.04 NONELECTIVE/EMPLOYER CONTRIBUTIONS.  or all Matching Contributions as a QMAC ("Plan-Designated        If the Employer elects to provide for Nonelective Contributions  QMAC"). If the Employer elects any Plan-Designated QMAC,         to a Profit Sharing Plan or 401(k) Plan (or if Section 3.04(C)(2)  the Employer in its Adoption Agreement will elect whether to     applies), or the Plan is a Money Purchase Pension Plan, the Plan  allocate the QMAC to all Participants or only to NHCE            Administrator will apply the provisions of this Section 3.04.  Participants. The Plan Administrator will allocate a               Plan-Designated QMAC only to those Participants who have         (A) Amount and Type. The Employer in its Adoption  satisfied eligibility conditions under Article II to receive     Agreement must elect the type and amount of Nonelective  Matching Contributions (or if applicable, to receive QMACs)      Contributions or other Employer Contributions.  and who have satisfied any allocation conditions under Section     3.06 the Employer has elected in the Adoption Agreement as           (1) Discretionary Nonelective Contribution. The  applicable to QMACs.                                             Employer in its Adoption Agreement may elect to make                                                                   Discretionary Nonelective Contributions.       (2) Operational QMAC. The Employer, to facilitate the         Plan Administrator's correction of test failures under Section       (2) Fixed Nonelective or other Employer  4.10, (or to lessen the degree of such failures), but only if the Contributions. The Employer in its Adoption Agreement may  Plan is using Current Year Testing, also may make                elect to make Fixed Nonelective Contributions or Money  Discretionary Matching Contributions as QMACs to the Plan        Purchase Pension Plan Contributions. The Employer must  ("Operational QMAC"), irrespective of whether the Employer in    specify the time period to which any fixed contribution formula  its Adoption Agreement has elected to provide for any Matching   will apply (which is deemed to be the Plan Year if the Employer  Contributions or Plan-Designated QMACs. The Plan                 does not so specify) and must elect the allocation method which  Administrator, in its discretion, will allocate the Operational  may be the same as the contribution formula or may be a  QMAC, but will limit the allocation of any Operational QMAC      different allocation method under Section 3.04(B).  only to some or all NHCEs who are ADP Participants or ACP          Participants under Sections 4.11(A) and (B). The Plan                    (a) Cash value of unused paid time off. The  Administrator may allocate an Operational QMAC to any such       Employer in its Adoption Agreement may elect to make a Fixed  NHCE Participants who are eligible to make (and who actually     Nonelective Contribution on behalf of each Participant who  make) Elective Deferrals or Employee Contributions even if       participates in the Employer's Paid Time Off Plan. Under this  such Participants have not satisfied any eligibility conditions  provision, provided such amounts are Compensation for  under Article II applicable to Matching Contributions (including purposes of Nonelective Contributions (including  QMACs) or have not satisfied any allocation conditions under     Post-Severance Compensation as applicable), the Employer will  Section 3.06 applicable to Matching Contributions (or to         make a Nonelective Contribution in an amount equal to the cash  QMACs). Where the Plan Administrator disaggregates the Plan      equivalent of each Participant's unused paid time off, as the  for coverage and for nondiscrimination testing under the         Employer determines such amount, at the end of the Plan Year  "otherwise excludible employees" rule described in Section       or other period determined by the Employer on a uniform and  4.06(C), the Plan Administrator also may limit the QMAC          nondiscriminatory basis. The contributions described in this  allocation to those NHCEs in any disaggregated plan which        Section 3.04(A)(2)(a) are Fixed Nonelective Contributions for  actually is subject to ADP and ACP testing (because there are    all purposes under the Plan, including the allocation conditions  HCEs in that disaggregated plan).                                described in Section 3.06(B) and (C), and the Vesting provisions                                                                   described in Section 5.03.       (3) Separate Account. The Plan Administrator will             establish a separate QMAC Account for each Participant who           (3) Prevailing Wage Contribution. The Employer in its  receives an allocation of QMACs in accordance with Section       Nonstandardized Plan or Volume Submitter Plan may elect to  7.04(A)(1).                                                      make fixed Employer Contributions pursuant to a Prevailing                                                                   Wage Contract. In such event, the Employer's Prevailing Wage  (D)  Matching Catch-Up Deferrals. The Employer in its            Contributions will be made in accordance with the Prevailing  401(k) Plan Adoption Agreement must elect whether or not to      Wage Contract, based on hourly rate, employment category,  match any Catch-Up Deferrals if the Plan permits Catch-Up        employment classification and such other factors as such  Deferrals. The Employer's election to match Catch-Up Deferrals   contract specifies. The Employer in its Adoption Agreement  will apply to all Matching Contributions or will specify the     must elect whether to offset the Employer Contributions (which  Fixed Matching Contributions or Discretionary Matching           are not Prevailing Wage Contributions) to this Plan or to another  Contributions which apply to the Catch-Up Deferrals.             Employer plan, by the amount of the Participant's Prevailing  Regardless of the Employer's Adoption Agreement election, in a   Wage Contributions. To offset any Employer Contribution, the  Safe Harbor 401(k) Plan, the Plan will apply the Basic Matching  Prevailing Wage Contribution must comply with any  Contribution or Enhanced Matching Contribution to Catch-Up       distribution restriction under Section 6.01(C)(4) otherwise  Deferrals and if the Plan will satisfy the ACP test safe harbor  applicable to the Employer Contribution being offset and the  under Section 3.05(G), the Employer will apply any Additional    Plan Administrator must account for the Prevailing Wage  Matching Contribution to Catch-Up Deferrals.                     Contribution accordingly. See Section 5.03(E) regarding vesting                                                                   of Prevailing Wage Contributions.  (E)  Targeting Limitations. Matching Contributions, for            nondiscrimination testing purposes, are subject to the targeting     (4) Participating Employers. If any Participating  limitations in Section 4.10(D). The Employer will not make an    Employers contribute Nonelective Contributions or other  Operational QMAC in an amount which exceeds the targeting        Employer Contributions to the Plan, the Employer in its  limitations.                                                     Adoption Agreement must elect: (a) whether each Participating     © 2014 Great-West Trust Company, LLC or its suppliers                                                             22  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Employer will be subject to the same or different                  Nonelective/Employer Contribution formulas under Section                 (b) Four-tiered.  3.04(A) and allocation methods under Section 3.04(B) than the      Signatory Employer; and (b) whether, under Section 3.04(B),                  (i)  Tier one. Under the first tier, the Plan  the Plan Administrator will allocate Nonelective/Employer        Administrator will allocate the Employer Contributions for a  Contributions only to Participants directly employed by the      Plan Year in the same ratio that each Participant's Compensation  contributing Employer or to all Participants regardless of which for the Plan Year bears to the total Compensation of all  Employer contributes or how much any Employer contributes.       Participants for the Plan Year, but not exceeding 3% of each  The allocation of Nonelective/Employer Contributions under       Participant's Compensation. Solely for purposes of this first tier  this Section 3.04(A)(4) also applies to the allocation of any    allocation, a "Participant" means, in addition to any Participant  forfeiture attributable to Nonelective/Employer Contributions    who satisfies the allocation conditions of Section 3.06 for the  and which the Plan allocates to Participants.                    Plan Year, any other Participant entitled to a Top-Heavy                                                                   Minimum Allocation.  (B)  Method of Allocation. The Employer in its Adoption            Agreement must specify the method of allocating Nonelective                  (ii) Tier two. Under the second tier, the Plan  Contributions or other Employer Contributions to the Trust. The  Administrator will allocate the Employer Contributions for a  Plan Administrator will apply this Section 3.04(B) by including  Plan Year in the same ratio that each Participant's Excess  in the allocation only those Participants who have satisfied the Compensation (as the Employer defines that term in its  Plan's allocation conditions under Section 3.06, if any,         Adoption Agreement) for the Plan Year bears to the total Excess  applicable to the contribution. The Plan Administrator, in       Compensation of all Participants for the Plan Year, but not  allocating a contribution under any allocation formula which is  exceeding 3% of each Participant's Excess Compensation.  based in whole or in part on Compensation, will take into          account Compensation under Section 1.11 as the Employer                      (iii) Tier three. Under the third tier, the Plan  elects in its Adoption Agreement and only will take into account Administrator will allocate the Employer Contributions for a  the Compensation of the Participants entitled to an allocation. In Plan Year in the same ratio that each Participant's Compensation  addition, if the Employer has elected in its Adoption Agreement  plus Excess Compensation for the Plan Year bears to the total  to define allocation Compensation over a time period which is    Compensation plus Excess Compensation of all Participants for  less than a full Plan Year, the Plan Administrator will apply the the Plan Year. The allocation under this third tier, as a  allocation methods in this Section 3.04(B) based on Participant  percentage of each Participant's Compensation plus Excess  Compensation within the relevant time period.                    Compensation, must not exceed the applicable percentage                                                                   (2.7%, 2.4%, or 1.3%) listed under Section 3.04(B)(2)(c).       (1) Pro rata allocation formula. The Employer in its          Adoption Agreement may elect a pro rata allocation formula.                  (iv) Tier four. Under the fourth tier, the Plan  Under a pro rata allocation formula, the Plan Administrator will Administrator will allocate any remaining Employer  allocate the Employer Contributions for a Plan Year in the same  Contributions for a Plan Year in the same ratio that each  ratio that each Participant's Compensation for the Plan Year (or Participant's Compensation for the Plan Year bears to the total  other applicable period) bears to the total Compensation of all  Compensation of all Participants for the Plan Year.  Participants for the Plan Year (or other applicable period).                                                                                (c) Maximum disparity table. For purposes of the       (2) Permitted disparity allocation formula. The             permitted disparity allocation formulas under this Section  Employer in its Adoption Agreement may elect a two-tiered or a   3.04(B)(2), the applicable percentage is:  four-tiered permitted disparity formula, providing allocations     described in (a) or (b) below, respectively. The Employer also    Integration level % Applicable % for Applicable % for  may elect a two-tiered permitted disparity formula which          of taxable wage base 2-tiered formula for 4-tiered formula  changes to four-tiered in any Plan Year in which the Plan is       top-heavy.                                                        100%                     5.7%             2.7%                                                                              (a) Two-tiered.                                          More than 80% but                                                                    less than 100%           5.4%             2.4%               (i)  Tier one. Under the first tier, the Plan         Administrator will allocate the Employer Contributions for a      More than 20%  Plan Year in the same ratio that each Participant's Compensation  (but not less than  plus Excess Compensation (as the Employer defines that term in    $10,001) and not  its Adoption Agreement) for the Plan Year bears to the total      more than 80%            4.3%             1.3%  Compensation plus Excess Compensation of all Participants for      the Plan Year. The allocation under this first tier, as a percentage 20% (or $10,000, if  of each Participant's Compensation plus Excess Compensation,      greater) or less         5.7%             2.7%  must not exceed the applicable percentage (5.7%, 5.4%, or          4.3%) listed under Section 3.04(B)(2)(c).                        For this purpose, the Taxable Wage Base is the contribution and                                                                   benefit base under Section 230 of the Social Security Act in               (ii) Tier two. Under the second tier, the Plan      effect at the beginning of the Plan Year. The integration level is  Administrator will allocate any remaining Employer               the uniform amount specified in the Employer's Adoption  Contributions for a Plan Year in the same ratio that each        Agreement.  Participant's Compensation for the Plan Year bears to the total    Compensation of all Participants for the Plan Year.                      (d) Overall permitted disparity limits.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             23  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             Contribution for the Plan Year within each classification as the               (i)  Annual overall permitted disparity limit.      Employer elects in its Adoption Agreement which may be: (i) in  Notwithstanding Sections 3.04(B)(2)(a) and (b), for any Plan     the same ratio that each Participant's Compensation for the Plan  Year the Plan benefits any Participant who benefits under        Year bears to the total Plan Year Compensation for all  another qualified plan or under a simplified employee pension    Participants within the same classification (pro rata); or (ii) the  plan (as defined in Code §408(k)) maintained by the Employer     same dollar amount to each Participant within a classification.  that provides for permitted disparity (or imputes disparity), the   Plan Administrator will allocate Employer Contributions to the           (c) Shifting classifications within the Plan Year. If  Account of each Participant in the same ratio that each          a Participant during a Plan Year shifts from one classification to  Participant's Compensation bears to the total Compensation of    another, the Plan Administrator will apportion the Participant's  all Participants for the Plan Year.                              allocation for each classification pro rata based on the                                                                   Participant's Compensation for the part of the Plan Year the               (ii) Cumulative permitted disparity limit.          Participant was a member of the classification, unless the  Effective for Plan Years beginning after December 31, 1994, the  Employer in Appendix B: (i) specifies apportionment based on  cumulative permitted disparity limit for a Participant is 35 total the number of months or days a Participant spends in a  cumulative permitted disparity years. "Total cumulative          classification; or (ii) elects that the Employer in a  permitted disparity years" means the number of years credited to nondiscriminatory manner will direct the Plan Administrator as  the Participant for allocation or accrual purposes under the Plan, to which classification the Participant will participate in during  any other qualified plan or simplified employee pension plan     that entire Plan Year.  (whether or not terminated) ever maintained by the Employer.       For purposes of determining the Participant's cumulative             (4) Super-integrated allocation formula. The Employer  permitted disparity limit, the Plan Administrator will treat all in its Volume Submitter Plan may elect a super-integrated  years ending in the same calendar year as the same year. If the  allocation formula. The Plan Administrator will allocate the  Participant has not benefited under a Defined Benefit Plan or    Employer Contribution for the Plan Year in accordance with the  under a target benefit plan of the Employer for any year         tiers of priority that the Employer elects in its Adoption  beginning after December 31, 1993, the Participant does not      Agreement. The Plan Administrator will not allocate to the tier  have a cumulative permitted disparity limit.                     with the next lower priority until the Employer has contributed                                                                   an amount sufficient to maximize the allocation under the           For purposes of this Section 3.04(B)(2)(d), a           immediately preceding tier.  Participant "benefits" under a plan for any Plan Year during       which the Participant receives, or is deemed to receive, a           (5) Age-based allocation formula. The Employer in its  contribution allocation in accordance with Treas. Reg.           Nonstandardized Plan or Volume Submitter Plan may elect an  §1.410(b)-3(a).                                                  age-based allocation formula. The Plan Administrator will                                                                   allocate the Employer Contribution for the Plan Year in the           (e) Pro-ration of integration level. In the event that  same ratio that each Participant's Benefit Factor for the Plan  the Plan Year is less than 12 months and the Plan Administrator  Year bears to the sum of the Benefit Factors of all Participants  will allocate the Employer Contribution based on Compensation    for the Plan Year. As such, the total employer contribution will  for the short Plan Year, the Plan Administrator will pro rate the be allocated to each Participant sharing in the allocation such  integration level based on the number of months in the short     that the equivalent benefit accrual rate for each such Participant  Plan Year. The Plan Administrator will not pro rate the          is identical.  integration level in the case of: (i) a Participant who participates   in the Plan for less than the entire 12 month Plan Year and              (a) Definition of Benefit Factor. A Participant's  whose allocation is based on Participating Compensation; (ii) a  Benefit Factor is his/her Compensation for the Plan Year  new Plan established mid-Plan Year, but with an Effective Date   multiplied by the Participant's Actuarial Factor.  which is as of the beginning of the Plan Year; or (iii) a          terminating Plan which bases allocations on Compensation                 (b) Definition of Actuarial Factor. A Participant's  through the effective date of the termination, but where the Plan Actuarial Factor is the factor that the Plan Administrator  Year continues for the balance of the full 12 month Plan Year.   establishes based on the interest rate and mortality table the                                                                   Employer elects in its Adoption Agreement. If the Employer       (3) Classifications allocation formula. The Employer in     elects to use the UP-1984 table, a Participant's Actuarial Factor  its Nonstandardized Plan or Volume Submitter Plan may elect to   is the factor in Table I of Appendix D to the Adoption  specify classifications of Participants to whom the Plan         Agreement or is the product of the factors in Tables I and II of  Administrator will allocate any Employer Contribution.           Appendix D to the Adoption Agreement if the Plan's Normal                                                                   Retirement Age is not age 65. If the Employer in its Adoption           (a) Classifications. The Employer may elect to          Agreement elects to use a table other than the UP-1984 table, the  specify any number of classifications and a classification may   Plan Administrator will determine a Participant's Actuarial  consist of any number of Participants. The Employer also may     Factor in accordance with the designated table (which the  elect to put each Participant in his/her own classification.     Employer will attach to the Adoption Agreement as a substituted                                                                   Appendix D) and the Adoption Agreement elected interest rate.           (b) Allocation of contribution within                     classifications. The Plan Administrator will apportion the           (6) Uniform points allocation formula. The Employer in  Employer Contribution for a Plan Year to the classifications as  its Nonstandardized Plan or Volume Submitter Plan may elect a  the Employer designates in writing at the time that the Employer uniform points allocation formula. The Plan Administrator will  makes the contribution. If there is more than one Participant in a allocate any Employer Contribution for a Plan Year in the same  classification, the Plan Administrator will allocate the Employer ratio that each Participant's points bear to the total points of all     © 2014 Great-West Trust Company, LLC or its suppliers                                                             24  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Participants for the Plan Year. The Plan Administrator           conditions under Article II applicable to Nonelective  determines a Participant's points in accordance with the         Contributions (including QNECs) or have not satisfied any  Employer's Adoption Agreement elections under which the          allocation conditions under Section 3.06 applicable to  Employer will elect to define points based on Years of Service,  Nonelective Contributions (or to QNECs). Where the Plan  Compensation and/or age.                                         Administrator disaggregates the Plan for coverage and for                                                                   nondiscrimination testing under the "otherwise excludible       (7) Incorporation of fixed or Prevailing Wage               employees" rule described in Section 4.06(C), the Plan  Contribution formula. The Employer in its Adoption               Administrator also may limit the QNEC allocation to those  Agreement may elect to allocate Employer Contributions in        NHCEs in any disaggregated "plan" which actually is subject to  accordance with the Plan's fixed Employer Contribution           ADP and ACP testing (because there are HCEs in that  formula. In such event, the Plan Administrator will allocate the disaggregated plan), The Employer may designate all or any part  Employer Contributions for a Plan Year in accordance with the    of its Prevailing Wage Contribution as a QNEC, provided that  Fixed Nonelective or other Employer Contribution formula or in   the Prevailing Wage Contribution qualifies as a QNEC.  accordance with the Prevailing Wage Contribution formula the       Employer has elected under Sections 3.04(A)(2) or (3).               (3) Reverse QNEC allocation. Under the reverse QNEC                                                                   allocation method, the Plan Administrator (subject to Section       (8) Money Purchase allocation formula. The Plan             3.06 if applicable), will allocate a QNEC first to the NHCE  Administrator will allocate the Employer Contributions for a     Participant(s) with the lowest Compensation for the Plan Year in  Plan Year to its Money Purchase Pension Plan as provided in the  an amount not exceeding the Annual Additions Limit for each  Employer's Adoption Agreement.                                   Participant, with any remaining amounts allocated to the next                                                                   highest paid NHCE Participant(s) not exceeding his/her Annual  (C)  QNEC. The provisions of this Section 3.04(C) apply to       Additions Limit and continuing in this manner until the Plan  QNEC contributions.                                              Administrator has fully allocated the QNEC.                                                                          (1) Plan-Designated QNEC. The Employer in its 401(k)            (4) Separate Account. The Plan Administrator will  Plan Adoption Agreement will elect whether or not to treat some  establish a separate QNEC Account for each Participant who  or all Nonelective Contributions as a QNEC ("Plan-Designated     receives an allocation of QNECs in accordance with Section  QNEC"). If the Employer elects any Plan-Designated QNECs,        7.04(A)(1).  the Employer in its Adoption Agreement will elect whether to       allocate a Plan-Designated QNEC to all Participants or only to       (5) Anti-conditioning and targeting. The Employer in  NHCE Participants and the Employer in its Adoption Agreement     its Adoption Agreement and the Plan Administrator in operation  also must elect a QNEC allocation method as follows: (a) pro     may not condition the allocation of any QNEC under this  rata in relation to Compensation; (b) in the same dollar amount  Section 3.04(C), on whether a Participant has made Elective  without regard to Compensation (flat dollar); (c) under the      Deferrals. The nondiscrimination testing of QNECs also is  reverse allocation method; or (d) under any other method subject subject to the targeting limitations of Section 4.10(D). The  to the testing limitations of Section 3.04(C)(5). The Plan       Employer will not make an Operational QNEC in an amount  Administrator will allocate a QNEC under this Section            which exceeds the targeting limitations.  3.04(C)(1) only to those Participants who have satisfied           eligibility conditions under Article II to receive Nonelective       (6) Standardized Plan limitation. The Employer in its  Contributions (or if applicable, to QNECs) and who have          Standardized Plan may not elect a reverse QNEC allocation  satisfied any allocation conditions under Section 3.06 the       method or any similar QNEC allocation method even if such  Employer has elected in the Adoption Agreement as applicable     allocation would comply with Section 3.04(C)(5).  to QNECs.                                                                                                                           (D) Qualified Replacement Plan. The Employer may establish       (2) Operational QNEC. The Employer, to facilitate the       or maintain this Plan as a qualified replacement plan as  Plan Administrator's correction of test failures under Section   described in Code §4980 under which the Plan may receive a  4.10, (or to lessen the degree of such failures), but only if the Transfer from a terminating qualified plan the Employer also  Plan is using Current Year Testing, also may make                maintains. The Plan Administrator will credit the transferred  Discretionary Nonelective Contributions as QNECs to the Plan     amounts to a suspense account under the Plan and thereafter the  ("Operational QNEC"), irrespective of whether the Employer in    Plan Administrator will allocate the transferred amounts under  its Adoption Agreement has elected to provide for any            this Section 3.04(D) in the same manner as the Plan  Nonelective Contributions or Plan-Designated QNECs. The Plan     Administrator allocates Employer Nonelective Contributions.  Administrator, in its discretion, will allocate the Operational    QNEC, but will limit the allocation of any Operational QNEC          3.05 SAFE HARBOR 401(k) CONTRIBUTIONS. The  only to some or all NHCE Participants who are ADP                Employer in its 401(k) Plan Adoption Agreement may elect to  Participants or ACP Participants under Sections 4.11(A) and      apply to its Plan the safe harbor provisions of this Section 3.05.  (B). The Plan Administrator operationally must elect whether to    allocate an Operational QNEC to NHCE ADP Participants: (a)       (A) Prior Election and Notice/12 Month Plan Year. Except  pro rata in relation to Compensation; (b) in the same dollar     as otherwise provided in this Plan an Employer: (i) prior to  amount without regard to Compensation (flat dollar); (c) under   beginning of the Plan Year to which the safe harbor provisions  the reverse allocation method; or (d) under any other method;    apply, must elect the safe harbor plan provisions of this Section  provided, that any QNEC allocation is subject to the limitations 3.05; (ii) prior to the beginning of the Plan Year to which the  of Section 3.04(C)(5). The Plan Administrator may allocate an    safe harbor provisions apply, must satisfy the applicable notice  Operational QNEC to any NHCE ADP or ACP Participants             requirements; and (iii) must apply the safe harbor provisions for  even if such Participants have not satisfied any eligibility     the entire 12 month safe harbor Plan Year.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             25  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             4.05(B) or the maximum Deferral Limit in Section 4.10(A). If       (1) Short Plan Year. An Employer's Plan may be a Safe       the Plan permits Roth Deferrals in addition to Pre-Tax Deferrals,  Harbor 401(k) Plan in a short Plan Year: (a) as provided in      Elective Deferrals for purposes of Section 3.05 includes both  Sections 3.05(I)(3) or (5), relating to the initial safe harbor Plan Roth Deferrals and Pre-Tax Deferrals.  Year; (b) if the Employer creates a short Plan Year by changing    its Plan Year, provided that the Employer maintains the Plan as  (D) "Early" Elective Deferrals/Delay of Safe Harbor  a Safe Harbor 401(k) Plan in the Plan Years both before and      Contribution. If the Employer in its Adoption Agreement elects  after the short Plan Year as described in Treas. Reg.            any age and service eligibility requirements for Elective  §1.401(k)-3(e)(3); or (c) if the short Plan Year is the result of the Deferrals that are less than age 21 and one Year of Service (with  Employer's termination of the Plan under Section 3.05(I)(6).     one Year of Service being defined as completion of 1,000 Hours                                                                   of Service during the relevant Eligibility Computation Period),  (B)  Effect/Remaining Terms/Testing Status. The provisions       the Employer in its Adoption Agreement may elect to apply the  of this Section 3.05 apply to an electing Employer               OEE rule described in Section 4.06(C) to the Safe Harbor  notwithstanding any contrary provision of the Plan and all other Contributions. If the Employer so elects, then (1) Only those  remaining Plan terms continue to apply to the Employer's Safe    Participants who are Includible Employees will receive the Safe  Harbor 401(k) Plan. An Employer which elects and                 Harbor Contributions; (2) the disaggregated plan which covers  operationally satisfies the safe harbor provisions of this Section the Includible Employees is a Safe Harbor 401(k) Plan under  3.05 is not subject to the nondiscrimination provisions of       this Section 3.05; (3) the Plan Administrator will perform the  Section 4.10(B) (ADP test). An electing Employer which           ADP (and ACP) tests as necessary for the disaggregated plan  provides for an Enhanced Matching Contribution under Section     which covers the Otherwise Excludible Employees, as provided  3.05(E)(6) or for Additional Matching Contributions under        in Section 4.06(B)(1). If the Employer in its Adoption  Section 3.05(F) is subject to the nondiscrimination provisions of Agreement has elected "Participating Compensation" for  Section 4.10(C) (ACP test), unless the Employer elects in its    allocating Nonelective Contributions or Matching Contributions  Adoption Agreement to apply the ACP test safe harbor             (as applicable), the Plan Administrator, in allocating the Safe  described in Section 3.05(G). If the Plan is a Safe Harbor 401(k) Harbor Contribution for the Plan Year in which a Participant  Plan, for purposes of testing in future (non-safe harbor) Plan   crosses over to the Includible Employees group, will count  Years, the Plan in the safe harbor Plan Year is deemed to be     Compensation and Elective Deferrals only on and following the  using Current Year Testing as to the ADP test and is deemed to   Cross-Over Date. See Section 4.06(C) for the definitions of  be using Current Year Testing for the ACP test if the Plan in the "OEE rule," "Includible Employees," "Otherwise Excludible  safe harbor Plan Year satisfies the ACP test safe harbor. If a   Employees," and "Cross-Over Date." Nothing in this Section  Safe Harbor 401(k) Plan is subject to Sections 3.05(I)(1) or (2), 3.05(D) affects the obligation of the Employer under Article X  the Plan in such Plan Year is deemed to be using Current Year    in the event that the Plan is top-heavy, to provide a Top-Heavy  Testing for both the ADP and ACP tests.                          Minimum Allocation for Non-Key Employee Participants.                                                                   Under this Section 3.05(D), eligibility for Additional Matching  (C)  Compensation for Allocation. In allocating Safe Harbor      Contributions and for Nonelective Contributions which are not  Contributions and Additional Matching Contributions that         Safe Harbor Nonelective Contributions is controlled by the  satisfy the ACP test safe harbor under Section 3.05(G) and for   Employer's Adoption Agreement elections and is not necessarily  Elective Deferral allocation under this Section 3.05, the        limited to age 21 and one Year of Service as is the case for Safe  following provisions apply:                                      Harbor Contributions. However, as to ACP test safe harbor                                                                   treatment for Additional Matching Contributions, see Section       (1) Safe Harbor and Additional Matching allocation.         3.05(F)(2).  For purposes of allocating the Employer's Safe Harbor              Contributions and ACP test safe harbor Additional Matching       (E) Safe Harbor Contributions/ADP Test Safe Harbor. An  Contributions, if any, Compensation is limited as described in   Employer which elects under this Section 3.05(E) to apply the  Section 1.11(E) and Employer must elect under its Adoption       safe harbor provisions, must satisfy the ADP test safe harbor  Agreement a nondiscriminatory definition of Compensation as      contribution requirement under either Code §401(k)(12) or Code  described in Section 1.11(F). The Employer in its Adoption       §401(k)(13) by making a Safe Harbor Contribution to the Plan.  Agreement may not elect to limit NHCE Compensation to a          Except as otherwise provided in this Section 3.05, the Employer  specified dollar amount, except as required under Section        must make its Safe Harbor Contributions (and any Additional  1.11(E).                                                         Matching Contributions which will satisfy the ACP test safe                                                                   harbor), no later than twelve months after the end of the Plan       (2) Deferral allocation. An Employer in its Adoption        Year to which such contributions are allocated. If the Employer  Agreement may elect to limit the type of Compensation from       satisfies this Section 3.05(E) and the remaining applicable  which a Participant may make an Elective Deferral to any         provisions of Section 3.05, Elective Deferrals are not subject to  reasonable definition. The Employer in its Adoption Agreement    nondiscrimination testing under Section 4.10(B) (ADP test). The  also may elect to limit the amount of a Participant's Elective   Employer in its Adoption Agreement may elect to apply  Deferrals to a whole percentage of Compensation or to a whole    forfeitures toward satisfaction of the Employer's required Safe  dollar amount, provided each Eligible NHCE Participant may       Harbor Contribution.  make Elective Deferrals in an amount sufficient to receive the     maximum Matching Contribution, if any, available under the           (1) Definition of Safe Harbor Contribution. A Safe  Plan and may defer any lesser amount. However, a Participant     Harbor Contribution is a Safe Harbor Nonelective Contribution  may not make Elective Deferrals in the event that the Participant or a Safe Harbor Matching Contribution as the Employer elects  is suspended from doing so under Section 6.07(A)(2), relating to in its Adoption Agreement and includes a QACA Safe Harbor  hardship distributions or to the extent that the allocation would Contribution.  exceed a Participant's Annual Additions Limit in Section              © 2014 Great-West Trust Company, LLC or its suppliers                                                             26  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (2) Definition of Safe Harbor Nonelective                   to contribute by the foregoing deadline, the Employer will  Contribution. A Safe Harbor Nonelective Contribution is a        correct the operational failure by contributing the Safe Harbor  Fixed Nonelective Contribution in an amount the Employer         Matching Contribution as soon as is possible and also will  elects in its Adoption Agreement, which must equal at least 3%   contribute Earnings on the Contribution. See Section 7.08. If the  of each Participant's Compensation unless the Employer elects    time period for computing the Safe Harbor Matching  to limit Safe Harbor Nonelective Contributions to NHCEs under    Contribution is the Plan Year, the Employer must contribute the  Section 3.05(E)(9) or unless Section 3.05(D) applies. A Safe     Safe Harbor Matching Contribution to the Plan no later than  Harbor Nonelective Contribution is a QNEC, except that the       twelve months after the end of the Plan Year to which the Safe  Employer in its Adoption Agreement may elect to apply a          Harbor Contribution is allocated.  QACA vesting schedule to a Safe Harbor Nonelective                 Contribution the Employer makes to a QACA.                           (8) No allocation conditions. The Plan Administrator                                                                   must allocate the Employer's Safe Harbor Contribution without       (3) Definition of Safe Harbor Matching Contribution.        regard to the Section 3.06 allocation conditions, if any, the  A Safe Harbor Matching Contribution is a Basic Matching          Employer has elected as to non-Safe Harbor Contributions.  Contribution, a QACA Basic Matching Contribution, or an            Enhanced Matching Contribution. Under a Safe Harbor                  (9) NHCEs must receive allocation; further election of  Matching Contribution an HCE may not receive a greater rate of   allocation group. Subject to Section 3.05(D), the Plan  match at any level of Elective Deferrals than any NHCE. A Safe   Administrator must allocate the Safe Harbor Contribution to  Harbor Matching Contribution is a QMAC, except that the          NHCE Participants, which for purposes of Section 3.05 means  Employer in its Adoption Agreement may elect to apply a          NHCEs who are eligible to make Elective Deferrals. The  QACA vesting schedule to a QACA Basic Matching                   Employer in its Adoption Agreement, must elect whether to  Contribution or to an Enhanced Matching Contribution the         allocate Safe Harbor Contributions: (a) to all Participants; (b)  Employer makes to a QACA.                                        only to NHCE Participants; or (c) to NHCE Participants and to                                                                   designated HCE Participants. The Employer in its Adoption       (4) Definition of Basic Matching Contribution. A Basic      Agreement also may elect to exclude Collective Bargaining  Matching Contribution is a Fixed Matching Contribution equal     Employees from the allocation of Safe Harbor Contributions.  to 100% of a Participant's Elective Deferrals which do not         exceed 3% of Compensation, plus 50% of Elective Deferrals            (10) 100% vesting/distribution restrictions. A  which exceed 3%, but do not exceed 5% of Compensation.           Participant's Account Balance attributable to Safe Harbor                                                                   Contributions: (a) at all times is 100% Vested, unless the       (5) Definition of QACA Basic Matching Contribution.         Employer maintains a QACA and elects in its Adoption  A QACA Basic Matching Contribution is a Fixed Matching           Agreement to apply a QACA vesting schedule; and (b) is subject  Contribution equal to 100% of a Participant's Elective Deferrals to the distribution restrictions described in Section  which do not exceed 1% of Compensation, plus 50% of Elective     6.01(C)(4)(b).  Deferrals which exceed 1%, but do not exceed 6% of                 Compensation.                                                        (11) Possible application of ACP test. If the Plan's sole                                                                   Matching Contribution is a Basic Matching Contribution or a       (6) Definition of Enhanced Matching Contribution. An        QACA Basic Matching Contribution, the Basic Matching  Enhanced Matching Contribution is a Fixed Matching               Contribution or QACA Basic Matching Contribution is not  Contribution made in accordance with any formula the             subject to nondiscrimination testing under Section 4.10(C) (ACP  Employer elects in its Adoption Agreement under which: (a) at    test). The Employer in its Adoption Agreement must elect  any rate of Elective Deferrals, a Participant receives a Matching whether to satisfy the ACP test safe harbor amount limitations  Contribution which is at least equal to the match the Participant under Section 3.05(G) with respect to the Employer's Enhanced  would receive under the Basic Matching Contribution formula      Matching Contributions or to test its Enhanced Matching  or under the QACA Basic Matching Contribution formula, as        Contributions under Section 4.10(C) (ACP test). The Employer  applicable; and (b) the rate of match does not increase as the rate in its Adoption Agreement may elect to test Enhanced Matching  of Elective Deferrals increases.                                 Contributions using Current Year Testing or Prior Year Testing.                                                                          (7) Time period for computing/contributing Safe                 (12) Application to other allocations/testing. Except as  Harbor Matching Contribution.                                    the Employer otherwise elects in Appendix B and as described                                                                   below as to permitted disparity, any Safe Harbor Nonelective           (a) Computation. The Employer in its Adoption           Contributions will be applied toward (offset) any other  Agreement must elect the applicable time period for computing    allocation to a Participant of a non-Safe Harbor Nonelective  the Employer's Safe Harbor Matching Contributions. If the        Contribution. An Employer electing to apply the general  Employer fails to so elect, the Employer is deemed to have       nondiscrimination test under Section 4.06(C), may include Safe  elected to compute its Safe Harbor Matching Contribution based   Harbor Nonelective Contributions in applying the general test.  on the Plan Year.                                                An Employer which has elected in its Adoption Agreement to                                                                   apply permitted disparity in allocating the Employer's           (b) Contribution deadline. If the Employer elects to    Nonelective Contributions made in addition to Safe Harbor  compute its Safe Harbor Matching Contribution based on a time    Nonelective Contributions may not include within the permitted  period which is less than the Plan Year, the Employer must       disparity formula allocation any of the Employer's Safe Harbor  contribute the Safe Harbor Matching Contributions to the Plan    Nonelective Contributions.  no later than the end of the Plan Year quarter which follows the   quarter in which the Elective Deferral that gave rise to the Safe    (13) Contribution to another plan. An Employer in its  Harbor Matching Contribution was made. If the Employer fails     Adoption Agreement may elect to make the Safe Harbor     © 2014 Great-West Trust Company, LLC or its suppliers                                                             27  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Contribution to another Defined Contribution Plan the Employer       (4) Time period for computing/contributing  maintains provided: (a) this Plan and the other plan have the    Additional Matching Contributions.  same Plan Years; (b) each Participant eligible for Safe Harbor     Contributions under this Plan is eligible to participate in the          (a) Computation. The Employer in its Adoption  other plan; and (c) the other plan provides that 100% vesting and Agreement must elect the applicable time period for computing  the distribution restrictions under Section 6.01(C)(4)(b) apply to the Employer's Additional Matching Contributions. If the  the Safe Harbor Contribution Account maintained within the       Employer fails to so elect, the Employer is deemed to have  other plan. An Employer cannot apply any Safe Harbor             elected to compute its Additional Matching Contribution based  Contributions to satisfy the 401(k) safe harbor requirements in  on the Plan Year.  more than one plan.                                                                                                                         (b) Contribution deadline. This Section  (F)  Additional Matching Contributions. The Employer in its      3.05(F)(4)(b) applies if the Employer in its Adoption Agreement  Adoption Agreement may elect to make Additional Matching         elects to apply the ACP test safe harbor under Section 3.05(G) to  Contributions to its safe harbor Plan under this Section 3.05(F). its Additional Matching Contributions. If the Employer elects to                                                                   compute its Additional Matching Contribution based on a time       (1) Definition of Additional Matching Contributions.        period which is less than the Plan Year, the Employer must  Additional Matching Contributions are Fixed or Discretionary     contribute the Additional Matching Contributions to the Plan no  Matching Contributions ("Fixed Additional Matching               later than the end of the Plan Year quarter which follows the  Contributions" or "Discretionary Additional Matching             quarter in which the Elective Deferral that gave rise to the  Contributions") the Employer makes to its Safe Harbor 401(k)     Additional Matching Contribution was made. If the Employer  Plan (including a Safe Harbor 401(k) Plan the Employer elected   fails to contribute by the foregoing deadline, the Employer will  into during the Plan Year under Section 3.05(I)(1)) and are not  correct the operational failure by contributing the Additional  Safe Harbor Matching Contributions. Additional Matching          Matching Contribution as soon as is possible and will also  Contributions are in addition to whatever type of Safe Harbor    contribute Earnings on the Contribution. See Section 7.08. If the  Contributions the Employer makes to satisfy the ADP test safe    Employer elects to apply the ACP test safe harbor and elects the  harbor under Section 3.05(E). If the Employer under Section      Plan Year as the time period for computing the Additional  3.05(I)(1) does not elect into the safe harbor as of a Plan Year, Matching Contribution, the Employer must contribute the  any Matching Contributions for that Plan Year are not            Additional Matching Contribution to the Plan no later than  Additional Matching Contributions and as such cannot qualify     twelve months after the end of the Plan Year to which the  for the ACP test safe harbor.                                    Additional Matching Contribution is allocated.                                                                          (2) Safe harbor or testing. The Employer in its Adoption    (G) ACP test safe harbor. The Employer in its Adoption  Agreement must elect whether to subject the Additional           Agreement will elect whether (i) to apply the amount limitations  Matching Contributions to the ACP test safe harbor               under this Section 3.05(G) in order to comply with the ACP test  requirements of Section 3.05(G), or for the Plan Administrator   safe harbor as described in this Section 3.05(G); or (ii) the Plan  to test the Additional Matching Contributions (and any Safe      Administrator must test all Matching Contributions under the  Harbor Matching Contribution) for nondiscrimination under        ACP test unless the Plan's only Matching Contribution is a Basic  Section 4.10(C) (ACP test). The Employer in its Adoption         Matching Contribution or a QACA Basic Matching  Agreement may elect to test Additional Matching Contributions    Contribution. If the Employer elects to test, the Employer also  (and any Safe Harbor Matching Contribution) using Current        will elect whether to perform the ACP test using Current Year or  Year Testing or Prior Year Testing. See Section 3.05(I)(1)(a)    Prior Year Testing.  with regard to ACP testing Matching Contributions in               connection with the maybe notice.                                    (1) Amount limitations. Under the ACP test safe harbor:                                                                   (a) the Employer may not make Matching Contributions as to a       (3) Eligibility, vesting, allocation conditions and         Participant's Elective Deferrals which exceed 6% of the  distributions. The Employer must elect in its Adoption           Participant's Plan Year Compensation; (b) the amount of any  Agreement the eligibility conditions, vesting schedule,          Discretionary Additional Matching Contribution allocated to any  allocation conditions and distribution provisions applicable to  Participant may not exceed 4% of the Participant's Plan Year  the Employer's Additional Matching Contributions. To satisfy     Compensation; (c) the rate of Matching Contributions may not  the ACP test safe harbor under Section 3.05(G), any allocation   increase as the rate of Elective Deferrals increases; and (d) an  conditions the Employer otherwise elects in its Adoption         HCE may not receive a rate of match greater than any NHCE  Agreement do not apply to Additional Matching Contributions.     (taking into account HCE aggregation under Section  However, regardless of whether the Employer elects to treat the  4.10(C)(6)).  Additional Matching Contributions as being subject to the ACP      test safe harbor, the Employer may elect: (a) to apply a vesting     (2) No partial ACP test safe harbor. If the Employer's  schedule to the Additional Matching Contributions; and (b) to    Plan has more than one Matching Contribution formula, each  treat the Additional Matching Contributions Account as not       Matching Contribution formula must satisfy the ACP test safe  subject to the distribution restrictions under Section           harbor or the Plan Administrator must test all of the Employer's  6.01(C)(4)(b). If the Employer wishes to apply the ACP test safe Matching Contributions together under Section 4.10(C) (ACP  harbor to Additional Matching Contributions, the Employer        test).  must not elect eligibility conditions applicable to the Additional   Matching Contribution which exceed age 21 and one Year of            (3) Employee Contributions. If the Employer in its  Service and the Employer must elect eligibility conditions which Adoption Agreement has elected to permit Employee  are the same as it elects for the Safe Harbor Contribution.      Contributions under the Plan: (a) any Employee Contributions                                                                   do not satisfy the ACP test safe harbor and the Plan     © 2014 Great-West Trust Company, LLC or its suppliers                                                             28  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Administrator must test the Employee Contributions under         Participant-Directed Accounts, and the Participant does not  Section 4.10(C) (ACP test) using Current Year Testing unless     make an investment election.  the Employer elects in its Adoption Agreement to apply Prior       Year Testing; and (b) if the Employer in its Adoption            (I) Mid-Year Changes in Safe Harbor Status.  Agreement elects to match the Employee Contributions, the Plan     Administrator in applying the 6% amount limit in Section             (1) Contingent ("maybe") notice and supplemental  3.05(G)(1) must aggregate a Participant's Elective Deferrals and notice-delayed election of Safe Harbor Nonelective  Employee Contributions which are subject to the 6% limit.        Contributions. The Employer during any Plan Year may elect                                                                   for its Plan to become a Safe Harbor 401(k) Plan under this  (H)  Safe Harbor Notice. The Plan Administrator must provide     Section 3.05(I)(1) for that Plan Year, provided: (i) the Plan is  a safe harbor notice to each Participant a reasonable period prior using Current Year Testing; (ii) the Employer elects to satisfy  to each Plan Year for which the Employer in its Adoption         the Safe Harbor Contribution requirement using the Safe Harbor  Agreement has elected to apply the safe harbor provisions.       Nonelective Contribution; (iii) the Employer amends the Plan to                                                                   add such Safe Harbor Contribution not later than 30 days prior       (1) Deemed reasonable notice. The Plan Administrator is     to the end of the Plan Year, computed with regard to the entire  deemed to provide timely notice if the Plan Administrator        Plan Year; and (iv) the Plan Administrator provides a notice  provides the safe harbor notice at least 30 days and not more    ("maybe notice") to Participants prior to the beginning of the  than 90 days prior to the beginning of the safe harbor Plan Year. Plan Year for which the safe harbor amendment may become                                                                   effective, that the Employer later may elect to become a Safe       (2) Mid-year notice/new Participant or Plan. If: (a) an     Harbor 401(k) Plan for that Plan Year using the Safe Harbor  Employee becomes eligible to participate in the Plan during a    Nonelective Contribution and that if the Employer does so, the  safe harbor Plan Year, but after the Plan Administrator has      Plan Administrator will provide a supplemental notice to  provided the annual safe harbor notice for that Plan Year; (b) the Participants at least 30 days prior to the end of that Plan Year  Employer adopts mid-year a new Safe Harbor 401(k) Plan; or       informing Participants of the Employer's election to provide the  (c) the Employer amends mid-year its existing Profit Sharing     Safe Harbor Nonelective Contribution for that Plan Year. The  Plan to add a 401(k) feature and also elects safe harbor status, Employer elects into the safe harbor by timely giving the  the Plan Administrator must provide the safe harbor notice a     supplemental notice and by amending the Plan as described  reasonable period (with 90 days being deemed reasonable) prior   above and thereby elects not to be subject to the ADP test,  to and no later than the Employee's Entry Date. However, if it is regardless of the Employer's Adoption Agreement Elections.  not practicable for the Plan Administrator to provide the notice Except as otherwise specified, the Participant notices described  on or before the date an Employee becomes a Participant, then    in this Section 3.05(I)(1) also must satisfy the requirements  the Plan nonetheless will treat the notice as provided timely if applicable to safe harbor notices under Section 3.05(H).  the Plan Administrator provides the notice as soon as practicable   after that date and the Participant is permitted to elect to defer       (a)  Effect on Additional Matching Contributions.  from all types of Compensation that may be deferred under the    If the Employer gives a maybe notice under this Section  Plan earned beginning on that date.                              3.05(I)(1), and then gives the supplemental notice electing into                                                                   the ADP test safe harbor for the Plan Year, any Additional       (3) Content. The safe harbor notice must provide            Matching Contribution the Employer elects in its Adoption  comprehensive information regarding the Participants' rights and Agreement will be subject to the ACP test safe harbor regardless  obligations under the Plan and must be written in a manner       of the Employer's Adoption Agreement Elections, unless one or  calculated to be understood by the average Participant. The Plan more Matching Contributions, as described in the Adoption  Administrator's notice must satisfy the content requirements of  Agreement, fails to satisfy the limitations of Sections 3.05(G)(1)  Treas. Reg. §1.401(k)-3(d).                                      and (2). If the Employer does not give a supplemental notice, or                                                                   any Matching Contribution fails to satisfy such limitations, any       (4) Election following notice. A Participant may make or    Matching Contributions are not Additional Matching  modify a Salary Reduction Agreement under the Employer's         Contributions in that Plan Year and the Plan Administrator will  Safe Harbor 401(k) Plan for 30 days following receipt of the     test all such Matching Contributions under Section 4.10(C)  safe harbor notice, or if greater, for the period the Plan       (ACP test) using Current Year Testing.  Administrator specifies in the Salary Reduction Agreement.                                                                              (2) Exiting Safe Harbor Contributions. The Employer       (5) Additional QACA notice requirements. If the Plan        may amend its Safe Harbor 401(k) Plan during a Plan Year to  is a QACA, in addition to the other requirements of this Section reduce or eliminate prospectively, any or all Safe Harbor  3.05(H), the Employer must provide the initial QACA safe         Matching Contributions or Additional Matching Contributions,  harbor notice sufficiently early so that a Participant has a     or Safe Harbor Nonelective Contributions, provided: (a) the Plan  reasonable period after receiving the notice and before the first Administrator provides a notice to the Participants which  Automatic Deferral (see Section 3.02(B)(3)(a)(i)) to make a      explains the effect of the amendment, specifies the amendment's  Contrary Election and, as applicable, to make an election as to  Effective Date and informs Participants they will have a  the investment of his/her Account. In addition, the notice will  reasonable opportunity to modify their Salary Reduction  state: (a) the Automatic Deferral Percentage that will apply in  Agreements, and if applicable, Employee Contributions; (b)  absence of the Participant's Contrary Election; (b) the          Participants have a reasonable opportunity and period prior to  Participant's right under a Contrary Election to elect not to have the Effective Date of the amendment to modify their Salary  any Automatic Deferral made on the Participant's behalf or to    Reduction Agreements, and if applicable, Employee  elect to make Elective Deferrals in a different amount or        Contributions; (c) the amendment is not effective earlier than the  percentage of Compensation; and (c) how the Plan will invest     later of: (i) 30 days after the Plan Administrator gives notice of  the Automatic Deferrals in the event that the Plan permits       the amendment; or (ii) the date the Employer adopts the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             29  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            amendment and (d) the employer otherwise complies with                   (b) Other termination. If the Employer terminates  Treas. Reg. 1.401(k)-3(g) and, if applicable, Treas. Reg.        its Safe Harbor 401(k) Plan for any reason other than as  §1.401(m)-3(h). An Employer which amends its Safe Harbor         described in Section 3.05(I)(6)(a), and the termination results in  401(k) Plan to eliminate or reduce any Matching Contribution or  a short Plan Year, the Employer must conduct the termination  the Nonelective Contribution under this Section 3.05(I)(2),      under the provisions of Section 3.05(I)(2), except that the  effective during the Plan Year, must continue to apply all of the Employer need not provide Participants with the right to change  safe harbor requirements of this Section 3.05 until the          their Salary Reduction Agreements.  amendment becomes effective and also must apply for the entire     Plan Year, using Current Year Testing, the nondiscrimination     (J) Qualified Automatic Contribution Arrangement  test under Section 4.10(B) (ADP test) and the nondiscrimination  (QACA). If the Employer under Section 3.02(B)(3) elects in its  test under Section 4.10(C) (ACP test). However, any Employer     Adoption Agreement to apply the QACA provisions, this  which eliminates only an Additional Matching Contribution        Section 3.05(J) also applies. Except as modified in this Section  does not need to test under the ADP test provided that the Plan  3.05(J), the safe harbor provisions of this Section 3.05 apply to  still satisfies the ADP test safe harbor.                        the QACA.                                                                          (3) Amendment of non-401(k) Plan into safe harbor               (1) QACA Safe Harbor Contributions. The Employer  status. An Employer maintaining a Profit Sharing Plan or         will provide Safe Harbor Contributions as specified in its  pre-ERISA Money Purchase Pension Plan, during a Plan Year,       Adoption Agreement to the Participants specified in the  may amend prospectively its Plan to become a Safe Harbor         Adoption Agreement. Compensation for purposes of allocating  401(k) Plan provided: (a) the Employer's Plan is not a Successor QACA Safe Harbor Contributions means as described in Section  Plan; (b) the Participants may make Elective Deferrals for at    3.05(C)(1).  least 3 months during the Plan Year; (c) the Plan Administrator    provides the safe harbor notice described in Section 3.05(H) a       (2) Vesting and Distributions. A Participant's Account  reasonable time prior to and not later than the Effective Date of Balance attributable to QACA Safe Harbor Contributions is  the 401(k) arrangement; and (d) the Plan commencing on the       subject to: (a) vesting as the Employer elects in its Adoption  Effective Date of the amendment (or such earlier date as the     Agreement; and (b) the distribution restrictions under Section  Employer will specify in its Adoption Agreement), satisfies all  6.01(C)(4)(b) that apply to Safe Harbor Contributions.  of the safe harbor requirements of this Section 3.05.                                                                                   3.06 ALLOCATION CONDITIONS. The Employer in its       (4) Amendment to add Roth Deferrals or Beneficiary          Adoption Agreement will elect the allocation conditions, if any,  Hardship Distributions. The Employer during any Plan Year        which the Plan Administrator will apply in allocating Employer  may amend its Safe Harbor 401(k) Plan to: (a) permit             Contributions (except for those contributions described below)  Participants to make Roth Deferrals, as defined in Section       and in allocating forfeitures allocated as an Employer  1.21(B), and subject to Section 3.02(E) and other Plan           Contribution under the Plan.  provisions as applicable; or (b) to add a Beneficiary hardship     distribution provision under Section 6.07(H).                    (A) Contributions Not Subject to Allocation Conditions. The                                                                   Employer may not elect to impose any allocation conditions on:       (5) New Plan/new Employer. An Employer (including a         (1) Elective Deferrals; (2) Safe Harbor Contributions; (3)  new Employer) may establish a new Safe Harbor 401(k) Plan        Additional Matching Contributions to which the Employer  which is not a Successor Plan, provided; (a) the Plan Year is at elects to apply the ACP test safe harbor; (4) Employee  least 3 months long; (b) the Plan Administrator provides the safe Contributions; (5) Rollover Contributions; (6) Designated IRA  harbor notice described in Section 3.05(H) a reasonable time     Contributions; (7) SIMPLE Contributions; or (8) Prevailing  prior to and not later than the Effective Date of the Plan; and (c) Wage Contributions. The Plan Administrator also may elect  the Plan commencing on the Effective Date of the Plan satisfies  under Sections 3.03(C)(2) and 3.04(C)(2), not to apply to any  all of the safe harbor requirements of this Section 3.05. If the Operational QMAC or Operational QNEC any allocation  Employer is new, the Plan Year may be less than 3 months         conditions otherwise applicable to Matching Contributions  provided the Plan is in effect as soon after the Employer is     (including QMACs) or to Nonelective Contributions (including  established as it is administratively feasible for the Employer to QNECs).  establish the Plan.                                                                                                                 (B) Conditions. The Employer in its Adoption Agreement may       (6) Plan termination. An Employer may terminate its         elect to impose allocation conditions based on Hours of Service  Safe Harbor 401(k) Plan mid-Plan Year in accordance with         or employment at a specified time (or both), in accordance with  Article XI and this Section 3.05(I)(6).                          this Section 3.06(B). The Employer may elect to impose                                                                   different allocation conditions to different Employer           (a) Acquisition/disposition or substantial business     Contribution Types under the Plan. A Participant does not  hardship. If the Employer terminates its Safe Harbor 401(k)      accrue an Employer Contribution or forfeiture allocated as an  Plan resulting in a short Plan Year, and the termination is on   Employer Contribution with respect to a Plan Year or other  account of an acquisition or disposition transaction described in applicable period, until the Participant satisfies the allocation  Code §410(b)(6)(C), or if termination is on account the          conditions for that Employer Contribution Type.  Employer's substantial business hardship, within the meaning of    Code §412(c), the Plan remains a Safe Harbor 401(k) Plan for         (1) Hours of Service requirement. Except as required to  the short Plan Year provided that the Employer satisfies this    satisfy the Top-Heavy Minimum Allocation, the Plan  Section 3.05 through the Effective Date of the Plan termination. Administrator will not allocate any portion of an Employer                                                                   Contribution for a Plan Year to any Participant's Account if the                                                                   Participant does not complete the applicable minimum Hours of     © 2014 Great-West Trust Company, LLC or its suppliers                                                             30  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Service (or consecutive calendar days of employment under the    the same time period to all Contribution Types or to elect a  Elapsed Time Method) requirement the Employer specifies in its   different time period based on Contribution Type.  Adoption Agreement for the relevant period.                                                                                         (D) Death, Disability or Retirement Age. The Employer in its           (a) 1,000 HOS in Plan Year/other HOS                    Adoption Agreement will elect whether any elected allocation  requirement. The Employer in its Nonstandardized Plan or         condition applies or is waived for a Plan Year if a Participant  Volume Submitter Plan may elect to require a Participant to      incurs a Separation from Service during the Plan Year on  complete: (i) 1,000 Hours of Service during the Plan Year (or to account of the Participant's death, Disability or attainment of  be employed for at least 182 consecutive calendar days under     Normal Retirement Age or Early Retirement Age in the current  the Elapsed Time Method); (ii) a specified number of Hours of    Plan Year or on account of the Participant's Disability or  Service during the Plan Year which is less than 1,000 Hours of   attainment of Normal Retirement Age or Early Retirement Age  Service; or (iii) a specified number of Hours of Service within  in a prior Plan Year. The Employer's election may be based on  the time period the Employer elects in its Adoption Agreement,   Contribution Type or may apply to all Contribution Types.  but not exceeding 1,000 Hours of Service in a Plan Year.                                                                            (E) No Other Conditions. In allocating Employer           (b) 501 HOS/terminees. The Employer in its              Contributions under the Plan, the Plan Administrator will not  Adoption Agreement may elect to require a Participant to         apply any other allocation conditions except those the Employer  complete during a Plan Year 501 Hours of Service (or to be       elects in its Adoption Agreement or otherwise as the Plan may  employed for at least 91 consecutive calendar days under the     require.  Elapsed Time Method) to share in the allocation of Employer        Contributions for that Plan Year where the Participant is not    (F) Suspension of Allocation Conditions in a  employed by the Employer on the last day of that Plan Year,      Nonstandardized or Volume Submitter Plan. The Employer  including the Plan Year in which the Employer terminates the     in its Nonstandardized Plan or Volume Submitter Plan will elect  Plan.                                                            whether to apply the suspension provisions of this Section                                                                   3.06(F). If: (i) Section 3.06(F) applies; (ii) the Plan (or any           (c) Short Plan Year or allocation period. This          component part of the Plan) in any Plan Year must perform  Section 3.06(B)(1)(c) applies to any Plan Year or to any other   coverage testing; and (iii) the Plan (or component part of the  allocation time period under the Adoption Agreement which is     Plan) fails to satisfy coverage under the ratio percentage test  less than 12 months, where in either case, the Employer creates  under Treas. Reg. §1.410(b)-2(b)(2), the Plan suspends for that  a short allocation period on account of a Plan amendment, the    Plan Year any Plan (or component part of the Plan) allocation  termination of the Plan or the adoption of the Plan with an initial conditions in accordance with this Section 3.06(F). If the Plan  short Plan Year. In the case of any short allocation period, the Administrator must perform coverage testing, the Administrator  Plan Administrator will prorate any Hour of Service requirement  will apply testing separately as required to each component part  based on the number of days in the short allocation period       of the Plan after applying the aggregation and disaggregation  divided by the number of days in the normal allocation period,   rules under Treas. Reg. §§1.410(b)-6 and -7.  using 365 days in the case of Plan Year allocation period. The     Employer in Appendix B may elect not to pro-rate Hours of            (1) No average benefit test. If the Employer elects to  Service in any short allocation period or to apply a monthly     apply this Section 3.06(F), the Plan Administrator may not apply  pro-ration method.                                               the average benefit test under Treas. Reg. §1.410(b)-2(b)(3), to                                                                   determine satisfaction of coverage or to correct a coverage       (2) Last day requirement.                                   failure, as to the Plan or to the component part of the Plan to                                                                   which this Section 3.06(F) applies, unless the Plan or component           (a) Standardized Plan. If the Plan is a Standardized    still fails coverage after application of this Section 3.06(F). The  Plan, a Participant who is employed by the Employer on the last  restriction in this Section 3.06(F)(1) does not apply as to  day of a Plan Year will share in the allocation of Employer      application of the average benefit test in performing  Contributions for that Plan Year without regard to the           nondiscrimination testing.  Participant's Hours of Service completed during that Plan Year.                                                                         (2) Methodology. If this Section 3.06(F) applies for a           (b) Nonstandardized or Volume Submitter Plan.           Plan Year, the Plan Administrator, in the manner described  The Employer in its Nonstandardized Plan or Volume Submitter     herein, will suspend the allocation conditions for the NHCEs  Plan may elect to require a Participant to be employed by the    who are included in the coverage test and who are Participants  Employer on the last day of the Plan Year or other specified     in the Plan (or component part of the Plan) but who are not  period or on a specified date. If the Plan is a Nonstandardized or benefiting thereunder (within the meaning of Treas. Reg.  Volume Submitter Money Purchase Pension Plan, the Plan           §1.410(b)-3), such that enough additional NHCEs are benefiting  expressly conditions Employer Contribution allocations on a      under the Plan (or component part of the Plan) to pass coverage  Participant's employment with the Employer on the last day of    under the ratio percentage test. The ordering of suspension of  the Plan Year for the Plan Year in which the Employer            allocation conditions is in the following priority tiers and if more  terminates or freezes the Plan, even if the Employer in its      than one NHCE in any priority tier satisfies the conditions for  Adoption Agreement did not elect the "last day of the Plan       suspension (but all are not needed to benefit to pass coverage),  Year" allocation condition.                                      the Plan Administrator will apply the suspension beginning first                                                                   with the NHCE(s) in that suspension tier with the lowest  (C)  Time Period. The Employer in its Adoption Agreement         Compensation during the Plan Year:  will elect the time period to which the Plan Administrator will    apply any allocation condition. The Employer may elect to apply          (a) Last day. Those NHCE(s) employed by the                                                                   Employer on the last day of the Plan Year, without regard to the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             31  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            number of Hours of Service in the Plan Year. If necessary to     forfeiture is: (i) from the non-Vested portion of a Matching  pass coverage, the Plan Administrator then will apply Section    Contribution Account forfeited in accordance with Section 5.07  3.06(F)(2)(b).                                                   or, if applicable, Section 7.07; (ii) a non-Vested Excess                                                                   Aggregate Contribution (including Allocable Income) forfeited           (b) Latest Separation. Those NHCE(s) who have           in correcting for nondiscrimination failures under Section  the latest Separation from Service date during the Plan Year,    4.10(C); or (iii) an Associated Matching Contribution.  without regard to the number of Hours of Service in the Plan       Year. If necessary to pass coverage, the Plan Administrator then         (b) Definition of Associated Matching  will apply Section 3.06(F)(2)(c).                                Contribution. An Associated Matching Contribution includes                                                                   any Vested or non-Vested Matching Contribution (including           (c) Most Hours of Service (more than 500). Those        Allocable Income) made as to Elective Deferrals or Employee  NHCE(s) with the greatest number of Hours of Service during      Contributions the Plan Administrator distributes under Section  the Plan Year but who have more than 500 Hours of Service.       4.02(E) (Excess Amount), Section 4.10(A) (Excess Deferrals),                                                                   Section 4.10(B) (ADP test), Section 4.10(C) (ACP test) or       (3) Appendix B. The Employer in Appendix B may elect        Section 7.08 relating to Plan correction.  a different order of the suspension tiers, may elect to use Hours   of Service (in lieu of Compensation) as a tiebreaker within any          (c) Forfeiture or distribution of Associated  tier or may elect additional or other suspension tiers which are Match. An Employee forfeits an Associated Matching  objective and not subject to Employer discretion.                Contribution unless the Matching Contribution is a Vested                                                                   Excess Aggregate Contribution distributed in accordance with       (4) Separate Application to Nonelective and Matching.       Section 4.10(C) (ACP test). A forfeiture under this Section  If applicable under the Plan, the Employer in its Adoption       3.07(A)(1)(c) occurs in the Plan Year following the Testing  Agreement will elect whether to apply this Section 3.06(F): (a)  Year (unless the Employer in Appendix B elects that the  to both Nonelective Contributions and to Matching                forfeiture occurs in the Testing Year) and the forfeiture is  Contributions if both components fail the ratio percentage test; allocated in the Plan Year described in Section 3.07(B). See  (b) only to Nonelective Contributions if this component fails the Section 3.07(B)(1) as to nondiscrimination testing of allocated  ratio percentage test; or (c) only to Matching Contributions if  forfeitures. In the event of correction under Section 7.08  this component fails the ratio percentage test.                  resulting in forfeiture of Associated Matching Contributions, the                                                                   forfeiture occurs in the Plan Year of correction.  (G)  Conditions Apply to Re-Hired Employees. If a                  Participant incurs a Separation from Service and subsequently is     (2) Application of "reduce" option/excess forfeitures.  re-hired and resumes participation in the same Plan Year as the  If the Employer elects to allocate forfeitures to reduce  Separation from Service or in any subsequent Plan Year, the      Nonelective or Matching Contributions and the allocable  allocation conditions under this Section 3.06, if any, continue to forfeitures for the forfeiture allocation Plan Year described in  apply to the re-hired Employee/Participant in the Plan Year in   Section 3.07(B) exceed the amount of the applicable  which he/she is re-hired, unless the Employer elects otherwise in contribution for that Plan Year to which the Plan Administrator  Appendix B.                                                      would apply the forfeitures (or there are no applicable                                                                   contributions under the Plan), the Plan Administrator will       3.07 FORFEITURE ALLOCATION. The amount of a                 allocate the remaining forfeitures in the forfeiture allocation  Participant's Account forfeited under the Plan is a Participant  Plan Year. In such event, the Plan Administrator will allocate  forfeiture. The Employer may direct the Administrator to use     the remaining forfeitures to pay Plan expenses, as an additional  Forfeitures to reinstate previously forfeited Account balances of Discretionary Nonelective Contribution or as a Discretionary  Participants, if any, in accordance with Section 5.07, or to     Matching Contribution, as the Plan Administrator determines.  satisfy any contribution that may be required pursuant to Section   7.07.                                                                (3) Plan expenses. If the Employer in its Adoption                                                                   Agreement elects to apply forfeitures to the payment of Plan  (A)  Allocation Method. The Employer in its Adoption             expenses under Section 7.04(C), the Employer must elect at  Agreement must specify the method or methods the Plan            least one additional allocation method so that if the Plan  Administrator will apply to allocate forfeitures. If the Employer Administrator elects to first apply the forfeitures to the payment  elects more than one method, unless the Employer designates a    of Plan expenses, and the forfeitures exceed the Plan's expenses,  specific ordering in its Adoption Agreement, the Plan            the Plan Administrator will apply any remaining forfeitures  Administrator may allocate the forfeitures by applying one or    under the additional method the Employer has elected in its  more of such elected methods in any order as the Plan            Adoption Agreement. The Plan Administrator may elect not to  Administrator operationally may determine, until the forfeitures apply forfeitures to the payment of Plan expenses which are  are fully allocated to the applicable forfeiture allocation Plan allocated to specific Participant accounts under Section  Year.                                                            7.04(C)(2)(b).                                                                          (1) 401(k) forfeiture source. If the Plan is a 401(k) Plan,     (4) Safe harbor-top-heavy exempt fail-safe. If the  the Employer in its Adoption Agreement may elect a different     Employer has a Safe Harbor 401(k) Plan which otherwise  allocation method based on the forfeiture source (from           qualifies for exemption from the top-heavy requirements of  Nonelective Contributions or from Matching Contributions) or     Article X, the Employer in its Adoption Agreement may elect to  may elect to apply the same allocation method to all forfeitures. limit the allocation of all Plan forfeitures in such a manner as to                                                                   avoid inadvertent application of the top-heavy requirements on           (a) Attributable to Matching. A Participant's           account of a forfeiture allocation. If the Employer in its  forfeiture is attributable to Matching Contributions if the      Adoption Agreement elects this "fail-safe" provision, the Plan     © 2014 Great-West Trust Company, LLC or its suppliers                                                             32  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Administrator will allocate forfeitures in the following order of may elect to apply the same allocation timing to all forfeitures.  priority: (a) first to reduce Safe Harbor Contributions to the   If the 401(k) Plan is subject to the ACP test and allocates any  extent permitted by Section 3.07(A)(7); (b) then to reduce Fixed forfeiture as a Matching Contribution, the following re-testing  Additional Matching Contributions if any, which satisfy the      rules apply. If, under the Plan, the Plan Administrator will  ACP test safe harbor under Section 3.05(G); and (c) then as      allocate the forfeiture in the same Plan Year in which the  Discretionary Additional Matching Contributions which satisfy    forfeiture occurs and the Plan Administrator runs the ACP test  the ACP test safe harbor (without regard to whether the          before the forfeiture allocation occurs, the Plan Administrator  Employer in its Adoption Agreement has elected Discretionary     will not re-run the ACP test for the forfeiture allocation Plan  Additional Matching Contributions). Notwithstanding the          Year. If the Plan Administrator allocates the forfeiture in the  ordering rule of the preceding sentence, the Plan Administrator, Plan Year which follows the Plan Year in which the forfeiture  either before or after applying the ordering rule, or any tier   occurs, the Plan Administrator will include the allocated  thereunder, may elect to allocate any forfeitures to pay Plan    forfeiture in the ACP test for the forfeiture allocation Plan Year.  expenses. If the Employer elects to allocate forfeitures under this If the Plan allocates any forfeiture as a Nonelective  Section 3.07(A)(4), the Plan Administrator will apply this       Contribution, the allocation, in the forfeiture allocation Plan  Section 3.07(A)(4) regardless of whether the Employer in any     Year, is subject to any nondiscrimination testing which applies  Plan Year actually satisfies all conditions necessary for the Plan to Nonelective Contributions for that Plan Year.  to be top-heavy exempt. The Employer in Appendix B may elect       to alter the forfeiture allocation ordering rules of this Section        (2) Contribution amount and timing not relevant.  3.07(A)(4).                                                      The forfeiture allocation timing rules in this Section 3.07(B)                                                                   apply irrespective of when the Employer makes its Employer       (5) No allocation to Elective Deferral Accounts. The        Contribution for the forfeiture allocation Plan Year, and  Plan Administrator will not allocate forfeitures to any          irrespective of whether the Employer makes an Employer  Participant's Elective Deferral Account, including his/her Roth  Contribution for that Plan Year.  Deferral Account.                                                                                                                   (C) Administration of Account Pending/Incurring       (6) Allocation under classifications. If the Employer in    Forfeiture. The Plan Administrator will continue to hold the  its Adoption Agreement has elected to allocate its Nonelective   undistributed, non-Vested portion of the Account of a  Contributions based on classifications of Participants, the Plan Participant who has incurred a Separation from Service solely  Administrator will allocate any forfeitures which under the Plan for his/her benefit until a forfeiture occurs at the time specified  are allocated as additional Nonelective Contributions: (a) first to in Section 5.07 or if applicable, until the time specified in  each classification pro rata in relation to the Employer's       Section 7.07.  Nonelective Contribution to that classification for the forfeiture   allocation Plan Year described in Section 3.07(B); and (b)       (D) Participant Does Not Share in Own Forfeiture. A  second, the total amount of forfeitures allocated to each        Participant will not share in the allocation of a forfeiture of any  classification under (a) are allocated in the same manner as are portion of his/her Account, even if the Participant otherwise is  the Nonelective Contributions to be allocated to that            entitled to an allocation of Employer Contributions and  classification.                                                  forfeitures in the forfeiture allocation Plan Year described in                                                                   Section 3.07(B). If the forfeiting Participant is entitled to an       (7) Limitation on forfeiture uses. Effective for plan       allocation of Employer Contributions and forfeitures in the  years beginning after the adoption of the 2010 Cumulative List   forfeiture allocation Plan Year, the Plan Administrator only will  (Notice 2010-90) restatement, forfeitures cannot be used as      allocate to the Participant a share of the allocable forfeitures  QNECs, QMACs, Elective Deferrals, or Safe Harbor                 attributable to other forfeiting Participants.  Contributions (Code §401(k)(12)) other than QACA Safe              Harbor Contributions (Code §401(k)(13)). However, forfeitures    (E) Plan Merger. In the event that the Employer merges  can be used to reduce Fixed Additional Matching Contributions    another plan into this Plan, and does not fully vest upon merger  which satisfy the ACP test safe harbor or as Discretionary       the participant accounts in the merging plan, the Plan  Additional Matching Contributions.                               Administrator will allocate any post-merger forfeitures                                                                   attributable to the merging plan in accordance with the  (B)  Timing (forfeiture allocation Plan Year). The Plan          Employer's elections in its Adoption Agreement. The Employer  Administrator will allocate Participant forfeitures (including the may elect to limit any such forfeiture allocation only to those  Earnings thereon) no later than the last day of the Plan Year    Participants who were also participants in the merged plan, but  following the Plan Year in which the forfeiture occurs. See      in the absence of such an election, all Participants who have  Sections 3.07(A)(1)(c), 5.07 and 7.07 as to when a forfeiture    satisfied any applicable allocation conditions under Section 3.06  occurs. If the Employer in its Adoption Agreement elects to      will share in the forfeiture allocation.  apply forfeitures to the payment of Plan expenses, the Plan        Administrator, consistent with this election, may apply              3.08 ROLLOVER CONTRIBUTIONS. The Plan  forfeitures to pay Plan expenses which the Plan incurs in the    Administrator will apply this Section 3.08 in administering  forfeiture allocation Plan Year, but which the Plan              Rollover Contributions to the Plan, if any.  Administrator pays within a reasonable time after the end of the   forfeiture allocation Plan Year.                                 (A) Policy Regarding Rollover Acceptance. The Plan                                                                   Administrator, operationally (except as to In-Plan Roth Rollover           (1) 401(k) Plans/allocation timing and re-testing.      Contributions under Section 3.08(E)) and on a  If the Plan is a 401(k) Plan, the Employer may elect different   nondiscriminatory basis, may elect to permit or not to permit  allocation timing based on the forfeiture source (from           Rollover Contributions to this Plan or may elect to limit an  Nonelective Contributions or from Matching Contributions) or     Eligible Employee's right or a Participant's right to make a     © 2014 Great-West Trust Company, LLC or its suppliers                                                             33  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Rollover Contribution. The Plan Administrator also may adopt,    (E) In-Plan Roth Rollover Contributions.  amend or terminate any policy regarding the Plan's acceptance      of Rollover Contributions. If the Employer in its Adoption           (1) Employer Election. The Employer in its 401(k)  Agreement elects to permit In-Plan Roth Rollover Contributions,  Adoption Agreement in which the Employer has elected to  the Plan Administrator will administer In-Plan Roth Rollover     permit Roth Deferrals also will elect whether to permit an  Contributions in accordance with Section 3.08(E) and the         In-Plan Roth Rollover Contribution in accordance with this  Employer's Adoption Agreement elections.                         Section 3.08(E). If the Employer elects to permit such                                                                   contributions, the Employer in its Adoption Agreement will       (1) Rollover documentation. If the Plan Administrator       specify the Effective Date thereof which may not be earlier than  permits Rollover Contributions, any Participant (or as           distributions made after September 27, 2010.  applicable, any Eligible Employee), with the Plan                  Administrator's written consent and after filing with the Plan       (2) Eligibility for Distribution and Rollover. A  Administrator the form prescribed by the Plan Administrator,     Participant must be eligible for a distribution from the affected  may make a Rollover Contribution to the Trust. Before            Account in order to roll over the distribution to an In-Plan Roth  accepting a Rollover Contribution, the Plan Administrator may    Rollover Account. A Participant may not make an In-Plan Roth  require a Participant (or Eligible Employee) to furnish          Rollover Contribution with regard to an amount which is not an  satisfactory evidence the proposed transfer is in fact a "rollover Eligible Rollover Distribution.  contribution" which the Code permits an employee to make to a      qualified plan.                                                          (a)  Parties eligible to elect. For purposes of                                                                   eligibility for an In-Plan Roth Rollover, the Plan will treat a       (2) Declination/related expense. The Plan Administrator,    Participant's surviving spouse Beneficiary or alternate payee  in its sole discretion in a nondiscriminatory manner, may decline spouse or alternate payee former spouse as a Participant, unless  to accept a Rollover Contribution of property which could: (a)   the Employer in Appendix B limits to Employees the right to  generate unrelated business taxable income; (b) create difficulty elect an In-Plan Roth Rollover. A non-spouse Beneficiary may  or undue expense in storage, safekeeping or valuation; or (c)    not make an In-Plan Roth Rollover.  create other practical problems for the Plan or Trust. The Plan    Administrator also may accept the Rollover Contribution on               (b)  Distribution from partially Vested account.  condition that the Participant's or Employee's Account is        In-Plan Roth Rollovers are permitted only from Vested amounts  charged with all expenses associated therewith.                  allocated to a qualifying source but may be made from partially                                                                   Vested Accounts unless the Employer elects otherwise in  (B)  Limited Testing. A Rollover Contribution is not an Annual   Appendix B. If a distribution is made to a Participant who has  Addition under Section 4.05(A) and is not subject to             not incurred a Severance from Employment and who is not fully  nondiscrimination testing except as a "right or feature" within  Vested in the Participant's Account from which the In-Plan Roth  the meaning of Treas. Reg. §1.401(a)(4)-4.                       Rollover Contribution is to be made, and the Participant may                                                                   increase the Vested percentage in such Account, then at any  (C)  Pre-Participation Rollovers. If an Eligible Employee        relevant time Section 5.03(C) will apply to determine the  makes a Rollover Contribution to the Trust prior to satisfying   Participant's Vested portion of the Account.  the Plan's eligibility conditions or prior to reaching his/her Entry   Date, the Plan Administrator and Trustee must treat the              (3) Form and Source of Rollover.  Employee as a limited Participant (as described in Rev. Rul.       96-48). A limited Participant does not share in the Plan's               (a)  Direct Rollover. An In-Plan Roth Rollover  allocation of Employer Contributions nor Participant forfeitures Contribution may be made only by a Direct Rollover.  and may not make Elective Deferrals if the Plan is a 401(k)        Plan, until he/she actually becomes a Participant in the Plan. If a      (b)  Account source. A Participant may make an  limited Participant has a Separation from Service prior to       In-Plan Roth Rollover from any account (other than a Roth  becoming a Participant in the Plan, the Trustee will distribute  account) unless the Employer otherwise elects in Appendix B.  his/her Rollover Contributions Account to him/her in             Also see Section 6.01(C)(7).  accordance with Section 6.01(A).                                                                                                            (c)  Cash or in-kind. The Plan Administrator may  (D)  May Include Employee Contributions and Roth                 permit an In-Plan Roth Rollover Contribution either by  Deferrals. A Rollover Contribution may include Employee          converting to cash any non-cash investments prior to rolling  Contributions and Roth Deferrals made to another plan, as        over the Participant's distribution election amount to the In-Plan  adjusted for Earnings. In the case of Employee Contributions:    Roth Rollover Account, or by rolling over the Participant's  (1) such amounts must be directly rolled over into this Plan from current investments to the In-Plan Roth Rollover Account. A  another plan which is qualified under Code §401(a); and (2) the  plan loan so transferred without changing the repayment  Plan must account separately for the Rollover Contribution,      schedule is not treated as a new loan.  including the Employee Contribution and the Earnings thereon.      In the case of Roth Deferrals: (1) such amounts must be directly     (4) No Rollover or Distribution Treatment.  rolled over into this Plan from another plan which is qualified  Notwithstanding any other Plan provision, an In-Plan Roth  under Code §401(a) or from a 403(b) plan; (2) the Plan must      Rollover Contribution is not a Rollover Contribution for  account separately for the Rollover Contribution, including the  purposes of the Plan. Accordingly: (a) if the Employer in its  Roth Deferrals and the Earnings thereon; and (3) as to rollovers Adoption Agreement has elected $5,000 as the Plan limit on  which occur on or after April 30, 2007, this Plan must be a      Mandatory Distributions, the Plan Administrator will take into  401(k) Plan which permits Roth Deferrals.                        account amounts attributable to an In-Plan Roth Rollover                                                                   Contribution, in determining if the $5,000 limit is exceeded,     © 2014 Great-West Trust Company, LLC or its suppliers                                                             34  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            regardless of the Employer's election as to whether to count     in the case of an Employee, means Code §3401(a) Wages but  Rollover Contributions for this purpose; (b) no spousal consent  increased by the Employee's Elective Deferrals under this Plan  is required for a Participant to elect to make an In-Plan Roth   or any other 401(k) arrangement, SIMPLE IRA, SARSEP,  Rollover Contribution; (c) Protected Benefits with respect to the 403(b) annuity or 457 plan of the Employer; and (2) in the case  amounts subject to the In-Plan Roth Rollover are preserved; and  of a Self-Employed Individual, means Earned Income  (d) mandatory 20% federal income tax withholding does not        determined by disregarding contributions made to this Plan.  apply to the In-Plan Roth Rollover Contribution.                                                                                    (D) Participant Elective Deferrals. Each Participant may       3.09 EMPLOYEE CONTRIBUTIONS. An Employer must               enter into a Salary Reduction Agreement to make Elective  elect in its Adoption Agreement whether to permit Employee       Deferrals in each calendar year to the SIMPLE 401(k) Plan in  Contributions. If the Employer elects to permit Employee         accordance with this Section 3.10(D).  Contributions, the Employer also must specify in its Adoption      Agreement any limitations which apply to Employee                    (1) Amount Table. A Participant's annual Elective  Contributions. If the Employer permits Employee Contributions,   Deferrals may not exceed the amount as in effect under Code  the Plan Administrator operationally will determine if a         §408(p)(2)(E) ($10,000 in 2005) under which Treasury adjusts  Participant will make Employee Contributions through payroll     the limit in $500 increments.  deduction or by other means.                                                                                                            (2) Catch-Ups. If the Employer in its Adoption  (A)  Testing. Employee Contributions must satisfy the            Agreement elects to permit Catch-Up Deferrals, a Catch-Up  nondiscrimination requirements of Section 4.10(C) (ACP test).    Eligible Participant also may make Catch-Up Deferrals to the                                                                   SIMPLE 401(k) Plan in accordance with Section 3.02(D).  (B)  Matching. The Employer in its Adoption Agreement must         elect whether the Employer will make Matching Contributions          (3) Election timing. A Participant may elect to make  as to any Employee Contributions and, as applicable, the         Elective Deferrals or to modify a Salary Reduction Agreement  matching formula. Any Matching Contribution must satisfy the     at any time in accordance with the Plan Administrator's SIMPLE  nondiscrimination requirements of Section 4.10(C) (ACP test),    401(k) Plan Salary Reduction Agreement form, but the form  unless the Matching Contributions satisfy the ACP test safe      must be provided at least 60 days prior to the beginning of each  harbor under a Safe Harbor 401(k) Plan.                          SIMPLE Plan Year or at least 60 days prior to commencement                                                                   of participation for the Participant to make or modify his/her       3.10 SIMPLE 401(k) CONTRIBUTIONS. The Employer              Salary Reduction Agreement. A Participant also may at any time  in its Adoption Agreement may elect to apply to its Plan the     terminate prospectively his/her Salary Reduction Agreement  SIMPLE 401(k) provisions of this Section 3.10 if the Employer    applicable to the Employer's SIMPLE 401(k) Plan.  is eligible under Section 3.10(B). The provisions of this Section   3.10 apply to an electing Employer notwithstanding any           (E) Employer SIMPLE 401(k) contributions. An Employer  contrary provision in the Plan.                                  which elects to apply this Section 3.10 must make an annual                                                                   SIMPLE Contribution to the Plan as described in this Section  (A)  Plan Year. An Employer electing to apply this Section       3.10(E). The Employer operationally must elect for each  3.10 must have a 12 month calendar year Plan Year except that    SIMPLE Plan Year which type of SIMPLE Contribution the  in the case of an Employer adopting a new SIMPLE 401(k)          Employer will make.  Plan, the Employer must adopt the Plan no later than October 1     with a calendar year Plan Year of at least 3 months.                 (1) Definition of SIMPLE Contribution. A SIMPLE                                                                   Contribution is one of the following Employer Contribution  (B)  Eligible Employer. An Employer may elect to apply this      types: (a) a SIMPLE Matching Contribution equal to 100% of  Section 3.10 if: (i) the Plan Year is the calendar year; (ii) the each Participant's Elective Deferrals but not exceeding 3% of  Employer (including Related Employers under Section 1.24(C))     Plan Year Compensation or such lower percentage as the  has no more than 100 Employees who received Compensation         Employer may elect under Code §408(p)(2)(C)(ii)(II); or (b) a  of at least $5,000 in the immediately preceding calendar year;   SIMPLE Nonelective Contribution equal to 2% of Plan Year  and (iii) the Employer (including Related Employers under        Compensation for each Participant whose Compensation is at  Section 1.24(C)) does not maintain any other plan as described   least $5,000.  in Code §219(g)(5), to which contributions were made or under      which benefits were accrued for Service by an Eligible           (F) SIMPLE 401(k) notice. The Plan Administrator must  Employee in the Plan Year to which the SIMPLE 401(k)             provide a notice to each Participant a reasonable period of time  provisions apply.                                                before the 60th day prior to the beginning of each SIMPLE                                                                   401(k) Plan Year, describing the Participant's Elective Deferral       (1) Loss of eligible employer status. If an electing        rights and the Employer's SIMPLE Contributions which the  Employer fails for any subsequent calendar year to satisfy all of Employer will make for the Plan Year described in the notice.  the Section 3.10(B) requirements, including where the Employer     is involved in an acquisition, disposition or similar transaction (G) Application of remaining Plan provisions.  under which the Employer satisfies Code §410(b)(6)(C)(i), the      Employer remains eligible to maintain the SIMPLE 401(k) Plan         (1) Annual Additions. All contributions to the SIMPLE  for two additional calendar years following the last year in     401(k) Plan are Annual Additions under Section 4.05(A) and  which the Employer satisfied the requirements.                   subject to the Annual Additions Limit.                                                                     (C)  Compensation. For purposes of this Section 3.10,                (2) No allocation conditions. The Employer in its  Compensation is limited as described in Section 1.11(E) and: (1) Adoption Agreement may not elect to apply any Section 3.06     © 2014 Great-West Trust Company, LLC or its suppliers                                                             35  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            allocation conditions to the Plan Administrator's allocation of  the maximum amount of Elective Deferrals or Employee  SIMPLE Contributions.                                            Contributions which he/she under the Plan terms would have                                                                   been able to contribute during the period of Qualified Military       (3) No other contributions. No contributions other than     Service (less any such amounts the Participant actually  those described in this Section 3.10 or Rollover Contributions   contributed during such period) and the Participant must be  described in Section 3.08 may be made to the SIMPLE 401(k)       permitted to contribute any lesser amount as the Plan would  Plan.                                                            have permitted. The Participant must make up any contribution                                                                   under this Section 3.11(D) commencing on his/her       (4) Vesting. All SIMPLE Contributions and Accounts          Re-Employment Commencement Date and not later than 5 years  attributable thereto are 100% Vested at all times and in the event following reemployment (or if less, a period equal to 3 times the  of a conversion of a non-SIMPLE 401(k) Plan into a SIMPLE        length of the Participant's Qualified Military Service triggering  401(k) Plan, all Account Balances in existence on the first day  such make-up contribution).  of the Plan Year to which the SIMPLE 401(k) provisions apply,      become 100% Vested.                                              (E) Matching Contributions. The Employer will make-up any                                                                   Matching Contribution that the Employer would have made and       (5) No nondiscrimination testing. A SIMPLE 401(k)           which the Plan Administrator would have allocated to the  Plan is not subject to nondiscrimination testing under Section   Participant's Account during the period of Qualified Military  4.10(B) (ADP test) or Section 4.10(C) (ACP test) of the Plan.    Service, but based on any make-up Elective Deferrals or                                                                   make-up Employee Contributions that the Participant makes       (6) No top-heavy. A SIMPLE 401(k) Plan is not subject       under Section 3.11(D).  to the top-heavy provisions of Article X.                                                                                           (F) Limitations/Testing. Any contribution made under this       (7) Remaining Plan terms. Except as otherwise               Section 3.11 does not cause the Plan to violate and is not subject  described in this Section 3.10, if an Employer has elected in its to testing under: (1) nondiscrimination requirements including  Adoption Agreement to apply the SIMPLE 401(k) provisions of      under Code §401(a)(4), the ADP test, the ACP test, the safe  this Section 3.10, the Plan Administrator will apply the         harbor 401(k) rules or the SIMPLE 401(k) rules; (2) top-heavy  remaining Plan provisions to the Employer's Plan.                requirements under Article X; or (3) coverage under Code                                                                   §410(b). Contributions under this Section 3.11 are Annual       3.11 USERRA/HEART ACT CONTRIBUTIONS.                        Additions and are tested under Section 4.10(A) (Elective                                                                   Deferral Limit) in the year to which such contributions are  (A)  Application. This Section 3.11 applies to an Employee       allocated, but not in the year in which such contributions are  who: (1) has completed Qualified Military Service under          made.  USERRA; (2) the Employer has rehired under USERRA; and             (3) is a Participant entitled to make-up contributions under Code    (1) Differential Wage Payments. Effective for  §414(u). This Section 3.11 also applies to an Employee who dies  Differential Wage Payments made after December 31, 2008, the  or becomes disabled while performing Qualified Military          Plan is not treated as failing to meet the requirements of any  Service, as provided in Sections 3.11(K) and 3.11(L) and the     provision described in this Section 3.11(F) by reason of any  Employer's Adoption Agreement elections.                         contribution or benefit which is based on a Differential Wage                                                                   Payment. The preceding sentence applies only if all Employees  (B)  Employer Contributions. The Employer will make-up any       performing service in the uniformed services described in Code  Employer Contribution the Employer would have made and           §3401(h)(2)(A) are entitled to receive Differential Wage  which the Plan Administrator would have allocated to the         Payments on reasonably equivalent terms and, if eligible to  Participant's Account had the Participant remained employed by   participate in a retirement plan maintained by the Employer, to  the Employer during the period of Qualified Military Service.    make contributions based on the payments on reasonably                                                                   equivalent terms (taking into account Code §§410(b)(3), (4), and  (C)  Compensation. For purposes of this Section 3.11, the Plan   (5)). The Plan Administrator operationally may determine, for  Administrator will determine an effected Participant's           purposes of any provision described in this Section 3.11(F),  Compensation as follows. A Participant during his/her period of  whether to take into account any Elective Deferrals, and if  Qualified Military Service is deemed to receive Compensation     applicable, any Matching Contributions, attributable to  equal to that which the Participant would have received had      Differential Wage Payments.  he/she remained employed by the Employer, based on the             Participant's rate of pay that would have been in effect for the (G) No Earnings. A Participant receiving any make-up  Participant during the period of Qualified Military Service. If the contribution under this Section 3.11 is not entitled to an  Compensation during such period would have been uncertain,       allocation of any Earnings on any such contribution prior to the  the Plan Administrator will use the Participant's actual average time that the Employer actually makes the contribution (or  Compensation for the 12 month period immediately preceding       timely deposits the Participant's own make-up Elective Deferrals  the period of Qualified Military Service, or if less, for the period or Employee Contributions) to the Trust.  of employment.                                                                                                                      (H) No Forfeitures. A Participant receiving any make-up  (D)  Elective Deferrals/Employee Contributions. If the Plan      allocation under this Section 3.11 is not entitled to an allocation  provided for Elective Deferrals or for Employee Contributions    of any forfeitures allocated during the Participant's period of  during a Participant's period of Qualified Military Service, the Qualified Military Service.  Plan Administrator must allow a Participant under this Section     3.11 to make up such Elective Deferrals or Employee  Contributions to his/her Account. The Participant may make up     © 2014 Great-West Trust Company, LLC or its suppliers                                                             36  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (I)  Allocation Conditions. For purposes of applying any Plan        (1) Trustee or Custodian. A trustee or custodian  allocation conditions under Section 3.06, the Plan Administrator satisfying the requirements of Code §408(a)(2) must hold  will treat any period of Qualified Military Service as Service.  Designated IRA Contributions Accounts. If the Trustee holding                                                                   the Designated IRA Contribution assets is a non-bank trustee,  (J)  HEART Act Death Benefits. In the case of a death            the Trustee, upon receipt of notice from the Commissioner of  occurring on or after January 1, 2007, if a Participant dies while Internal Revenue that substitution is required because the  performing Qualified Military Service, the Participant's         Trustee has failed to comply with the requirements of Treas.  Beneficiary is entitled to any additional benefits (other than   Reg. §1.408-2(e), will substitute another trustee in its place.  benefit accruals relating to the period of Qualified Military      Service) provided under the Plan as if the Participant had           (2) Additional IRA requirements. All Designated IRA  resumed employment and then terminated employment on             Contributions: (a) must be made in cash; (b) are subject to the  account of death. Moreover, the Plan will credit the Participant's IRA contribution limit under Code §408(a)(1) ($5,000 in 2008),  Qualified Military Service as service for vesting purposes, as   including cost-of-living adjustments after 2011 in $500  though the Participant had resumed employment under              increments under Code §219(b)(5)(C) and as to Catch-Up  USERRA immediately prior to the Participant's death.             Eligible Participants to the IRA Catch-Up limit of $1,000                                                                   beginning in 2006; and (c) must be 100% Vested.  (K)  HEART Act Continued Benefit Accrual. This Section             3.11(K) does not apply unless the Employer in Appendix B             (3) Not for deposit of SEP or SIMPLE IRA  elects to apply such provisions. If this Section 3.11(K) applies, amounts/no Rollover Contributions. An Employer which  then effective as of the date specified in Appendix B, for benefit maintains a SEP or a SIMPLE IRA may not deposit  accrual purposes, the Plan treats an individual who dies or      contributions under these arrangements to the Designated IRA  becomes disabled while performing Qualified Military Service     Contribution Accounts under this Section 3.12. A Participant  with respect to the Employer as if the individual had resumed    may not make a Rollover Contribution to his/her Designated  employment in accordance with the individual's reemployment      IRA Contribution Account.  rights under USERRA, on the day preceding death or Disability      (as the case may be) and terminated employment on the actual         (4) Designated Roth IRA Contributions.  date of death or Disability.                                                                                                                (a) Contribution Limit. A Participant's contribution       (1) Determination of benefits. The Plan will determine      to the Designated Roth IRA and to all other Roth IRAs for a  the amount of Employee Contributions and the amount of           Taxable Year may not exceed the lesser of the amount described  Elective Deferrals of an individual treated as reemployed under  in Section 3.12(C)(2) or the Participant's Compensation under  this Section 3.11(K) for purposes of applying paragraph Code     Section 3.12(C)(4)(c). However, if (i) and/or (ii) below apply,  §414(u)(8)(C) on the basis of the individual's average actual    the maximum (non-rollover) contribution that can be made to all  Employee Contributions or Elective Deferrals for the lesser of:  the Participant's Roth IRAs (including to this Designated Roth  (a) the 12-month period of service with the Employer             IRA which must be a non-Rollover Contribution) for a Taxable  immediately prior to Qualified Military Service; or (b) the actual Year is the smaller amount determined under (i) or (ii).  length of continuous service with the Employer.                                                                                                  (i) General. The maximum contribution is       3.12 DESIGNATED IRA CONTRIBUTIONS. The                      phased out ratably between certain levels of modified adjusted  Employer in its Adoption Agreement may elect to permit           gross income ("modified AGI," defined in Section  Participants to make Designated IRA Contributions to its Plan.   3.12(C)(4)(b)) as follows:  Designated IRA Contributions are subject to the provisions of      this Section 3.12.                                               Filing           Full       Phase-out      No                                                                   Status        Contribution    Range   Contribution  (A)  Effective Date. The Employer may elect in its Adoption        Agreement to apply the Designated IRA Contribution               Single/          $95,000     $95,000-  $110,000 or  provisions. The Employer may accept Designated IRA               Head of           or less   $110,000       more  Contributions during such Plan Year only if the Employer elects  Household  to apply the provisions of this Section 3.12 (or otherwise         adopted a good faith amendment under Code §408(q)), prior to     Joint/Qualifying $150,000   $150,000-  $160,000 or  the Plan Year for which the Designated IRA Contribution          Widow(er)         or less   $160,000       more  provisions will apply.                                                                                                              Married-           $0       $0-$10,000  $10,000 or  (B)  Traditional or Roth IRA. The Employer in its Adoption       Separate                                   more  Agreement may elect to treat Designated IRA Contributions as       traditional IRA contributions, as Roth IRA contributions or as   If the Participant's modified AGI for a Taxable Year is in the  consisting of either type, at the Participant's election.        phase-out range, the maximum contribution determined above                                                                   for that Taxable Year is rounded up to the next multiple of $10  (C)  Account or Annuity. The Employer in its Adoption            and is not reduced below $200.  Agreement may elect to establish Accounts to receive               Designated IRA Contributions either as individual retirement                  (ii) Roth and non-Roth IRA contributions. If  accounts, as individual retirement annuities or as consisting of the Participant makes (non-rollover) contributions to both Roth  either type, at the Participant's election.                      and non-Roth IRAs for a Taxable Year, the maximum                                                                   contribution that can be made to all of the Participant's Roth     © 2014 Great-West Trust Company, LLC or its suppliers                                                             37  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            IRAs for that Taxable Year is reduced by the contributions made  invested in life insurance contracts and a Participant may not  to the Participant's non-Roth IRAs for the Taxable Year.         borrow from a Designated IRA Contributions Account or take                                                                   such amounts into account in determining the maximum amount               (iii) Conversion. After December 31, 2009, a        available for a loan from the Participant's other Plan assets. The  Participant may convert a Designated non-Roth IRA                Plan Administrator or Trustee/Custodian may not cause  Contributions Account to a Designated Roth IRA Contributions     Designated IRA Contribution Accounts to be commingled with  Account in accordance with Treas. Reg. §1.408A-4. A              any non-Plan assets. Any Designated IRA Contribution Account  Participant may not effect a conversion by means of contributing is established for the exclusive benefit of the affected Participant  a Rollover Contribution to his/her Designated IRA under this     and his/her Beneficiaries. No part of the Trust attributable to  Plan.                                                            Designated IRA Contributions may be invested in collectibles as                                                                   described in Code §408(m), except as may be permitted under           (b) Modified AGI. For purposes of Section               Code §408(m)(3).  3.12(C)(4)(a), a Participant's modified AGI for a Taxable Year     is defined in Code §408A(c)(3)(C)(i) and does not include any    (E) Participant Contribution and Designation. A Participant  amount included in adjusted gross income as a result of a        may make Designated IRA Contributions directly or through  non-Roth IRA conversion.                                         payroll withholding as the Plan Administrator may permit. At                                                                   the time of the Participant's contribution (or when the           (c)  Compensation. For purposes of Section              Designated IRA Contribution is withheld from payroll), the  3.12(C)(4)(a), Compensation is defined as wages, salaries,       Participant must designate the contribution as a Designated IRA  professional fees, or other amounts derived from or received for Contribution and if applicable, also must designate whether the  personal services actually rendered (including, but not limited to contribution is traditional or Roth and whether the account is an  commissions paid salesmen, compensation for services on the      individual retirement account or an individual retirement  basis of a percentage of profits, commissions on insurance       annuity.  premiums, tips, and bonuses) and includes earned income, as        defined in Code §401(c)(2) (reduced by the deduction the         (F) Treatment as IRA. For all purposes of the Code except as  Self-Employed Individual takes for contributions made to a       otherwise provided in this Section 3.12, Designated IRA  self-employed retirement plan). For purposes of this definition, Contributions are subject to the IRA rules under Code §§408  Code §401(c)(2) shall be applied as if the term "trade or        and 408A as applicable. Designated IRA Contributions are not  business" for purposes of Code §1402 included service            Annual Additions under Section 4.05(A) and are not subject to  described in subsection (c)(6). Compensation does not include    any testing under Article IV.  amounts derived from or received as earnings or profits from       property (including but not limited to interest and dividends) or (G) Reporting. The Designated IRA Contribution Trustee or  amounts not includible in gross income. Compensation also does   Custodian must comply with all Code §408(i) reporting  not include any amount received as a pension or annuity or as    requirements, including providing required information  deferred compensation. Compensation includes any amount          regarding RMDs.  includible in the Participant's gross income under Code §71 with   respect to a divorce or separation instrument described in Code  (H) Distribution/RMDs. Designated IRA Contribution  §71(b)(2)(A). In the case of a married Participant filing a joint Accounts are distributable under Section 6.01(C)(4)(g) and are  return, the greater compensation of his or her spouse is treated as subject to the RMD requirements of Section 6.02 (and to the  the Participant's Compensation, but only to the extent that such Adoption Agreement elections described therein) except that:  spouse's compensation is not being used for purposes of the      (1) the Participant's RBD (only as it relates to the Designated  spouse making a contribution to a Roth IRA or a deductible       IRA Contribution Account) is determined under Section  contribution to a non-Roth IRA.                                  6.02(E)(7)(a) referencing age 70 1/2 and without regard to 5%                                                                   owner or continuing employment status; (2) if the Designated  (D)  Accounting and Investments. The Plan Administrator          IRA Contribution Account is a Roth Account, there are no  may cause Designated IRA Contributions to be held and            lifetime RMDs; and (3) to the extent that the provisions of  invested: (1) in a separate trust for each Participant; (2) as a Section 6.02 differ, RMDs from Designated IRA Contribution  single trust holding all Participant Designated IRA              Accounts otherwise are subject to the required minimum  Contributions; or (3) as part of a single trust holding all of the distribution rules applicable to IRAs under Code §§408(a)(6) or  assets of the Plan. If the Plan Administrator establishes a single 408A(c)(5) as applicable, and under the corresponding Treasury  trust under clause (2) or (3), the Plan Administrator must       regulations, which are incorporated by reference herein.  account separately for each Participant's Designated IRA           Contributions and for the Earnings attributable thereto. If the      3.13 DEDUCTIBLE EMPLOYEE CONTRIBUTIONS  Designated IRA Contributions are invested in an individual       (DECs). A DEC is a Deductible Employee Contribution made to  retirement annuity, the Plan Administrator may establish         the Plan for a Taxable Year commencing prior to 1987. If a  separate annuity contracts for each Participant's Designated IRA Participant has made DECs to the Plan, the Plan Administrator  Contributions or may establish a single annuity contract for all must maintain a separate Account for the Participant's DECs as  Participants, with separate accounting for each Participant. If the adjusted for Earnings, including DECs which are part of a  Plan Administrator establishes a single annuity contract, such   Rollover Contribution described in Section 3.08. The DECs  contract must be separate from any other annuity contract under  Account is part of the Participant's Account for all purposes of  the Plan. The Plan Administrator also may invest Designated      the Plan, except for purposes of determining the Top-Heavy  IRA Contributions in any common or collective fund under         Ratio under Section 10.01. The Plan Administrator may not use  Sections 8.02 or 8.09. The Trust provisions of Article VIII      a Participant's DECs Account to purchase life insurance on the  otherwise apply to the investment of Designated IRA              Participant's behalf. DECs are distributable under Section  Contributions except that no part of such contributions may be   6.01(C)(4)(e).     © 2014 Great-West Trust Company, LLC or its suppliers                                                             38  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE IV                                               LIMITATIONS AND TESTING         4.01 ANNUAL ADDITIONS LIMIT. The amount of                    Annual Additions which the Plan Administrator may allocate           (1) Break-up of an affiliate employer or an affiliated  under this Plan to a Participant's Account for a Limitation Year service group. For purposes of aggregating plans for Code  may not exceed the Annual Additions Limit.                       §415, a Formerly Affiliated Plan of an employer is taken into                                                                   account for purposes of applying the Code §415 limitations to  (A)  Actions to Prevent Excess Amount. If the Annual             the employer, but the Formerly Affiliated Plan is treated as if it  Additions the Plan Administrator otherwise would allocate        had terminated immediately prior to the Cessation of Affiliation.  under the Plan to a Participant's Account for the Limitation Year   would exceed the Annual Additions Limit, the Plan                    (2) Mid-year Aggregation. Two or more Defined  Administrator will not allocate the Excess Amount, but instead   Contribution Plans that are not Code §415 Aggregated Plans as  will take any reasonable, uniform and nondiscriminatory action   of the first day of a Limitation Year do not fail to satisfy the  the Plan Administrator determines necessary to avoid allocation  requirements of Code §415 with respect to a Participant for the  of an Excess Amount. Such actions include, but are not limited   Limitation Year merely because later in that Limitation Year  to, those described in this Section 4.01(A). If the Plan is a    they become Code §415 Aggregated Plans, provided that no  401(k) Plan, the Plan Administrator may apply this Section 4.01  Annual Additions are credited to the Participant's Account after  in a manner which maximizes the allocation to a Participant of   the date on which the Plans are required to be aggregated.  Employer Contributions (exclusive of the Participant's Elective    Deferrals). Notwithstanding any contrary Plan provision, the     (B) Combined Plans Limitation. The amount of Annual  Plan Administrator, for the Limitation Year, may: (1) suspend or Additions which the Plan Administrator may allocate under this  limit a Participant's additional Employee Contributions or       Plan to a Participant's Account for a Limitation Year may not  Elective Deferrals; (2) notify the Employer to reduce the        exceed the Combined Plans Limitation.  Employer's future Plan contribution(s) as necessary to avoid       allocation to a Participant of an Excess Amount; or (3) suspend      (1) Prevention. If the amount the Employer otherwise  or limit the allocation to a Participant of any Employer         would allocate to the Participant's Account under this Plan  Contribution previously made to the Plan (exclusive of Elective  would cause the Annual Additions for the Limitation Year to  Deferrals) or of any Participant forfeiture. If an allocation of exceed this Section 4.02(B) Combined Plans Limitation, the  Employer Contributions previously made (excluding a              Employer will reduce the amount of its allocation to that  Participant's Elective Deferrals) or of Participant forfeitures  Participant's Account in the manner described in Section  would result in an Excess Amount to a Participant's Account, the 4.01(A), so the Annual Additions under all of the Code §415  Plan Administrator will allocate the Excess Amount to the        Aggregated Plans for the Limitation Year will equal the Annual  remaining Participants who are eligible for an allocation of     Additions Limit.  Employer Contributions for the Plan Year in which the              Limitation Year ends. The Plan Administrator will make this          (2) Correction. If the Plan Administrator allocates to a  allocation in accordance with the Plan's allocation method as if Participant an amount attributed to this Plan under Section  the Participant whose Account otherwise would receive the        4.02(D) which exceeds the Combined Plans Limitation, the Plan  Excess Amount is not eligible for an allocation of Employer      Administrator must dispose of the Excess Amount in accordance  Contributions. If the Plan Administrator allocates to a          with Section 4.03.  Participant an Excess Amount, the Plan Administrator must          dispose of the Excess Amount in accordance with Section 4.03.    (C) Estimated and Actual Compensation. Prior to the                                                                   determination of the Participant's actual Compensation for the  (B)  Estimated and Actual Compensation. Prior to the             Limitation Year, the Plan Administrator may determine the  determination of the Participant's actual Compensation for the   Combined Plans Limitation on the basis of the Participant's  Limitation Year, the Plan Administrator may determine the        estimated annual Compensation for such Limitation Year. The  Annual Additions Limit on the basis of the Participant's         Plan Administrator will make this determination on a reasonable  estimated annual Compensation for such Limitation Year. The      and uniform basis for all Participants similarly situated. The  Plan Administrator will make this determination on a reasonable  Plan Administrator must reduce the allocation of any Employer  and uniform basis for all Participants similarly situated. The   Contribution (including the allocation of Participant forfeitures)  Plan Administrator must reduce the allocation of any Employer    based on estimated annual Compensation by any Excess  Contribution (including the allocation of Participant forfeitures) Amounts carried over from prior years. As soon as is  based on estimated annual Compensation by any Excess             administratively feasible after the end of the Limitation Year,  Amounts carried over from prior years. As soon as is             the Plan Administrator will determine the Combined Plans  administratively feasible after the end of the Limitation Year,  Limitation on the basis of the Participant's actual Compensation  the Plan Administrator will determine the Annual Additions       for such Limitation Year.  Limit on the basis of the Participant's actual Compensation for    such Limitation Year.                                            (D) Ordering Rules. If a Participant's Annual Additions under                                                                   this Plan and the Code §415 Aggregated Plans result in an       4.02 ANNUAL ADDITIONS LIMIT CODE §415                       Excess Amount, such Excess Amount will consist of the  AGGREGATED PLANS.                                                Amounts last allocated. The Plan Administrator will determine                                                                   the Amounts last allocated by treating the Annual Additions  (A)  Aggregation of Code §415 Aggregated Plans. For              attributable to a simplified employee pension as allocated first,  purposes of applying the Annual Additions Limit, all Code §415   followed by allocation to a welfare benefit fund or individual  Aggregated Plans are treated as one plan.                        medical account, irrespective of the actual allocation date. If the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             39  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Plan Administrator allocates an Excess Amount to a Participant   §411(a)(7)(B) (in accordance with Code §411(a)(7)(C)) and  on an allocation date of this Plan which coincides with an       Code §411(a)(3)(D) or repayment of contributions to a  allocation date of another plan, the Excess Amount attributed to governmental plan (as defined in Code §414(d)) as described in  this Plan will equal the product of:                             Code §415(k)(3), as well as Employer restorations of benefits                                                                   that are required pursuant to such repayments.       (1) the total Excess Amount allocated as of such date,        multiplied by                                                        (2) Date of tax-exempt Employer Contributions.                                                                   Notwithstanding anything in the Plan to the contrary, in the case       (2) the ratio of (a) the Annual Additions allocated to the  of an Employer that is exempt from Federal income tax  Participant as of such date for the Limitation Year under the    (including a governmental employer), Employer Contributions  Plan to (b) the total Annual Additions allocated to the          are treated as credited to a Participant's account for a particular  Participant as of such date for the Limitation Year under this   Limitation Year only if the contributions are actually made to  Plan and the Code §415 Aggregated Plans.                         the Plan no later than the 15th day of the tenth calendar month                                                                   following the end of the calendar year or fiscal year (as  (E)  Disposition of Allocated Excess Amount Attributable to      applicable, depending on the basis on which the Employer keeps  Plan. The Plan Administrator will dispose of any allocated       its books) with or within which the particular Limitation Year  Excess Amounts described in and attributed to this Plan under    ends.  Section 4.02(D) as provided in Section 4.03.                                                                                        (B) Annual Additions Limit. Annual Additions Limit means  (F)  Override. The Employer in Appendix B may specify            the lesser of: (i) $40,000 (or, if greater, the $40,000 amount as  overriding provisions which will apply to satisfy the            adjusted under Code §415(d)), or (ii) 100% of the Participant's  0requirements of Code §415 and the applicable regulations if the Compensation paid or accrued for the Limitation Year. If there  Employer maintains more than one qualified plan.                 is a short Limitation Year because of a change in Limitation                                                                   Year, the Plan Administrator will multiply the $40,000 (as       4.03 DISPOSITION OF EXCESS ANNUAL                           adjusted) limitation by the following fraction:  ADDITIONS. If a Participant's Account exceeds the Annual           Additions Limit for the Limitation Year, then the Plan may           Number of months (or fractional parts thereof) in the short  correct such excess in accordance with the Employee Plans                              Limitation Year  Compliance Resolution System (EPCRS).                                                      12                                                                          4.04 NO COMBINED DCP/DBP LIMITATION. If the                 The 100% Compensation limitation in clause (ii) above does not  Employer maintains a Defined Benefit Plan, or has ever           apply to any contribution for medical benefits within the  maintained a Defined Benefit Plan which the Employer has         meaning of Code §401(h) or Code §419A(f)(2) which otherwise  terminated, this Plan does not calculate a combined 415 limit    is an Annual Addition.  based on the Defined Benefit Plan and this Plan.                                                                                        (1) Certain contributions treated as made to a Defined       4.05 DEFINITIONS: SECTIONS 4.01-4.04. The following         Contribution Plan. Solely for purposes of Sections 4.01  definitions apply for purposes of Sections 4.01 through 4.04, and through 4.04, the following contributions are treated as  supersede any contrary definitions in Article I:                 contributions to a Defined Contribution Plan: (i) mandatory                                                                   employee contributions under Code §411(c)(2)(C) made to a  (A)  Annual Additions. Annual Additions means the sum of the     Defined Benefit Plan maintained by the Employer, unless such  following amounts allocated to a Participant's Account for a     contributions are "picked up" by the Employer under Code  Limitation Year: (1) Employer Contributions (including Elective  §414(h)(2); (ii) contributions to an individual medical account  Deferrals); (2) forfeitures; (3) Employee Contributions; (4)     (as defined in Code §415(l)(2)) included as part of a Defined  amounts allocated to an individual medical account (as defined   Benefit Plan or annuity plan under Code §401(h) maintained by  in Code §415(l)(2)) included as part of a pension or annuity plan the Employer; and (iii) a welfare benefit fund under Code  maintained by the Employer; (5) contributions paid or accrued    §419(e) maintained by the Employer to the extent there are  attributable to post-retirement medical benefits allocated to the post-retirement medical benefits allocated to the separate  separate account of a key-employee (as defined in Code           account of a key employee (as defined in Code §419A(d)(3)).  §419A(d)(3)) under a welfare benefit fund (as defined in Code      §419(e)) maintained by the Employer; (6) amounts allocated           (2) Change of Limitation Year/Plan termination. The  under a Simplified Employee Pension Plan; and (7) corrected      Employer may change the Limitation Year only by a Plan  (distributed) Excess Contributions under Section 4.10(B)(8) and  amendment. If the Employer terminates the Plan effective as of  corrected (distributed) Excess Aggregate Contributions under     a date other than the last day of the Limitation Year, then the  Section 4.10(C)(8).                                              Plan is treated as if the Plan had been amended to change its                                                                   Limitation Year.       (1) Exclusions. Annual Additions do not include: (a)          Catch-Up Contributions; (b) Excess Deferrals which the Plan      (C) Cessation of Affiliation. A Cessation of Affiliation means  Administrator corrects by distribution by April 15 of the        the event that causes an entity to no longer be aggregated with  following calendar year; (c) Designated IRA Contributions; (d)   one or more other entities as a single employer under the  Restorative Payments; (e) Transfers to this Plan; (f) Rollover   employer affiliation rules described in Treas. Reg.  Contributions (as described in Code §§401(a)(31), 402(c)(1),     §§1.415(a)-1(f)(1) and (2) (such as the sale of a subsidiary  403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (g) In-Plan    outside a controlled group), or that causes a plan to not actually  Roth Rollovers, (h) Repayments of loans made to a Participant    be maintained by any of the entities that constitute the employer  from the Plan; and (i) Repayments of amounts described in Code   under the employer affiliation rules of Treas. Reg.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             40  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            §§1.415(a)-1(f)(1) and (2) (such as a transfer of plan           and will take into account tax-exempt organizations under Treas.  sponsorship outside of a controlled group).                      Reg. §1.414(c)-5. If this Plan is a Multiple Employer Plan, then                                                                   as to each Participating Employer, the term "Employer" means  (D)  Code §415 Aggregated Plans. Code §415 Aggregated            the Participating Employer and any Related Employer to the  Plans means all Defined Contribution Plans (without regard to    Participating Employer.  whether a plan has been terminated) ever maintained by the         Employer (or a Predecessor Employer) under which the             (H) Excess Amount. Excess Amount means the excess of the  Participant receives Annual Additions and as described under     Participant's Annual Additions for the Limitation Year over the  Treas. Reg. §1.415(f)-1.                                         Annual Additions Limit.                                                                     (E)  Combined Plans Limitation. The Combined Plans               (I) Formerly Affiliated Plan. Formerly Affiliated Plan means  Limitation means the Annual Additions Limit, reduced by the      a plan that, immediately prior to the Cessation of Affiliation,  sum of any Annual Additions allocated to the Participant's       was actually maintained by one or more of the entities that  accounts for the same Limitation Year under the Code §415        constitute the Employer (as determined under the employer  Aggregated Plans.                                                affiliation rules described in Treas. Reg. §§1.415(a)-1(f)(1) and                                                                   (2)), and immediately after the cessation of affiliation, is not  (F)  Compensation. Compensation for purposes of Code §415        actually maintained by any of the entities that constitute the  testing means Compensation as defined in Section 1.11(B)(1),     Employer (as determined under the employer affiliation rules  (2), (3), or (4), except: (i) Compensation includes Elective     described in Treas. Reg. §§1.415(a)-1(f)(1) and (2)).  Deferrals under Section 1.11(D), irrespective of whether the       Employer has elected in its Adoption Agreement to include        (J) Limitation Year. See Section 1.34.  Elective Deferrals in Compensation for allocation purposes; (ii)   Compensation for the entire Limitation Year is taken into        (K) Predecessor Employer. Predecessor Employer means a  account even if the Employer in its Adoption Agreement has       former employer with respect to a participant in a plan  elected to include only Participating Compensation for           maintained by an employer if the employer maintains a plan  allocation purposes; (iii) Compensation includes regular pay     under which the participant had accrued a benefit while  Post-Severance Compensation under Section 1.11(I)(1)(a)          performing services for the employer, but only if that benefit is  regardless of whether the Employer elected in its Adoption       provided under the plan maintained by the employer. For this  Agreement under Section 1.11 to exclude such amounts in          purpose, the formerly affiliated plan rules in Treas. Reg.  allocation Compensation; (iv) if the Employer elects on          §1.415(f)-1(b)(2) apply as if the Employer and Predecessor  Appendix B to use different selections for Post-Severance        Employer constituted a single employer under the rules  Compensation under this Section 4.05(F) than it does under       described in Treas. Reg. §§1.415(a)-1(f)(1) and (2) immediately  Section 1.11, then Compensation includes or excludes such        prior to the cessation of affiliation (and as if they constituted  other items of Post-Severance Compensation as the Employer       two, unrelated employers under the rules described in Treas.  elected in Appendix B, without regard to whether the Employer    Reg. §§1.415(a)-1(f)(1) and (2) immediately after the cessation  elected under Section 1.11 to include or to exclude such         of affiliation) and cessation of affiliation was the event that  amounts in allocation Compensation and (v) except as elected     gives rise to the predecessor employer relationship, such as a  under (iv), any other Compensation adjustment or exclusion the   transfer of benefits or plan sponsorship. With respect to an  Employer has elected in its Adoption Agreement for allocation    Employer of a Participant, a former entity that antedates the  purposes does not apply.                                         Employer is a Predecessor Employer with respect to the                                                                   Participant if, under the facts and circumstances, the Employer       (1) "First few weeks rule." If the Employer elects in       constitutes a continuation of all or a portion of the trade or  Appendix B, the Plan Administrator on a uniform and consistent   business of the former entity.  basis as to similarly situated Participants, will include in       Compensation for Code §415 purposes Compensation earned in       (L) Restorative Payment. A Restorative Payment means a  such Limitation Year but which, solely because of pay period     payment made to restore losses to a Plan resulting from actions  and pay date timing, is paid in the first few weeks of the next  by a fiduciary for which there is reasonable risk of liability for  following Limitation Year as described in Treas. Reg.            breach of a fiduciary duty under ERISA or under other  §1.415(c)-2(e)(2). This Section 4.05(F)(1) applies to Code §415  applicable federal or state law, where Participants who are  testing Compensation but does not affect Compensation for        similarly situated are treated similarly with respect to the  allocation purposes.                                             payments. Generally, payments are Restorative Payments only if                                                                   the payments are made in order to restore some or all of the       (2) Differential Wage Payment. For years beginning          Plan's losses due to an action (or a failure to act) that creates a  after December 31, 2008, the Plan treats a Differential Wage     reasonable risk of liability for such a breach of fiduciary duty  Payment to an Employee as Compensation for purposes of: (i)      (other than a breach of fiduciary duty arising from failure to  application the Annual Additions Limit; (ii) application of      remit contributions to the Plan). This includes payments to the  Article X (top-heavy); (iii) determination of HCEs under Section Plan made pursuant to a DOL order, the DOL's Voluntary  1.22(E); and (iv) application of the 5% Gateway Contribution     Fiduciary Correction Program, or a court-approved settlement,  requirement described in Section 4.07(A).                        to restore losses to a qualified Defined Contribution Plan on                                                                   account of the breach of fiduciary duty (other than a breach of  (G)  Employer. Employer means the Signatory Employer and         fiduciary duty arising from failure to remit contributions to the  any Related Employer. Solely for purposes of applying the        Plan). Payments made to the Plan to make up for losses due  Annual Additions Limit, the Plan Administrator will determine    merely to market fluctuations and other payments that are not  Related Employer status by modifying Code §§414(b) and (c) in    made on account of a reasonable risk of liability for breach of a  accordance with Code §415(h) and Treas. Reg. §1.415(a)-1(f)(1)   fiduciary duty under ERISA are not Restorative Payments and     © 2014 Great-West Trust Company, LLC or its suppliers                                                             41  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            generally constitute contributions that are considered Annual    imputed permitted disparity under Treas. Reg. §1.401(a)(4)-7;  Additions.                                                       (vii) application of restructuring under Treas. Reg.                                                                   §1.401(a)(4)-9; (viii) application of the average benefit test       4.06 ANNUAL TESTING ELECTIONS. The Plan                     under Code §410(b)(2), except as limited under Section 3.06(F);  Administrator may elect to test for coverage and                 (ix) application of permissive aggregation under Code  nondiscrimination by applying, as applicable, annual testing     §410(b)(6)(B); (x) application of the "qualified separate line of  elections under this Section 4.06.                               business rules" under Code §410(b)(5); (xi) shifting Elective                                                                   Deferrals from the ADP test to the ACP test; (xii) shifting  (A)  Changes and Uniformity. In applying any testing election,   QMACs from the ACP test to the ADP test; or (xiii) application  the Plan Administrator may elect to apply or not to apply such   of the "2 1/2 month rule" in the ADP test under Treas. Reg.  election in any Testing Year, consistent with this Section 4.06. §1.401(k)-2(a)(4)(i)(B)(2).  However, the Plan Administrator will apply the testing elections   in effect within a Testing Year uniformly to all similarly situated  (1) Application of otherwise excludible employees and  Participants.                                                    early participation rules. In applying the OEE and EP rules in                                                                   clauses (i) and (ii) of Section 4.06(C) above, the Plan  (B)  Plan Specific Elections. The Employer in its Adoption       Administrator will apply the following provisions.  Agreement must elect for the Plan Administrator to apply the       following annual testing elections: (1) nondiscrimination testing        (a) Definitions of Otherwise Excludible  under the ADP and ACP tests as a Traditional 401(k) Plan; (2)    Employees and Includible Employees. For purposes of this  no nondiscrimination testing as a Safe Harbor 401(k) Plan or     Section 4.06(C), an Otherwise Excludible Employee means a  nondiscrimination testing under the ACP test as an ADP only      Participant who has not reached the Cross-Over Date. For  Safe Harbor 401(k) Plan; (3) no nondiscrimination testing as a   purposes of this Section 4.06(C), an Includible Employee means  SIMPLE 401(k) Plan; (4) the top-paid group election under        a Participant who has reached the Cross-Over Date.  Code §414(q)(1)(B)(ii); (5) the calendar year data election under   Notice 97-45; (6) Current or Prior Year Testing as a Traditional         (b) Satisfaction of coverage. To apply the OEE or  401(k) Plan or as an ADP only Safe Harbor 401(k) Plan under      EP rules for nondiscrimination testing, the Plan must satisfy  Treas. Reg. §§1.401(k)-2(a)(2)(ii) and 1.401(m)-2(a)(2)(ii) as   coverage as to the disaggregated plans under Code  applicable; and (7) any other testing election which the IRS in  §410(b)(4)(B).  the future specifies in written guidance as being subject to a     requirement of the Employer making a Plan (versus an                     (c) Definition of Cross-Over Date. The Cross-Over  operational) election.                                           Date under the OEE rule means the date on which an Employee                                                                   changes status from the disaggregated plan benefiting the       (1) Special Rules relating to ADP/ACP Testing. If the       Otherwise Excludible Employees to the disaggregated plan  Adoption Agreement elects both ADP test safe harbor status and   benefiting the Includible Employees. The Cross-Over Date has  nondiscrimination testing under the ADP test, the elections      the same meaning under the EP rule except it is limited only to  relating to Safe Harbor status will apply only to a disaggregated NHCEs. Under the EP rule, all HCE Participants remain subject  plan under Treas. Reg. §1.401(k)-1(b)(4) which is a Safe Harbor  to nondiscrimination testing.  401(k) Plan under Section 3.05. If a disaggregated plan is a Safe   Harbor 401(k) Plan and there are other disaggregated plans               (d) Determination of Cross-Over Date. The Plan  which are not Safe Harbor 401(k) Plans (such as through          Administrator may elect to determine the Cross-Over Date for  operation of the OEE rule described in Section 4.06(C) and       an Employee by applying any date which is not later than the  Section 3.05(D)), Current Year Testing will apply to the         maximum permissible entry date under Code §410(a)(4).  disaggregated plan covering Otherwise Excludible Employees         unless the Employer otherwise elects in the Adoption                     (e) Amounts in testing in Cross-Over Plan Year.  Agreement. See Section 3.05(I)(1) regarding ADP and ACP          For purposes of the OEE rule, the Plan Administrator will count  testing in connection with the maybe notice. See Section         the total Plan Year Elective Deferrals, Matching Contributions,  3.05(G) regarding the application of the ACP test to Employee    Employer Contributions, and Compensation in the Includible  Contributions if the Plan qualifies for the ACP test safe harbor. Employees plan test for the Employees who become Includible  See Section 3.10(G)(5) regarding SIMPLE 401(k) plans.            Employees at any time during such Plan Year. For purposes of                                                                   applying the EP rule, the Plan Administrator will count the  (C)  Operational Elections. The Plan Administrator               Elective Deferrals, Matching Contributions, Employer  operationally may apply any testing election available under     Contributions, and Compensation in the single test for the  Treasury regulations or other guidance published in the Internal Includible Employees, but only such of these items as are  Revenue Bulletin, other than those plan specific elections       attributable to the period on and following the Cross-Over Date.  described in 4.06(B), including but not limited to: (i) the        "otherwise excludible employees rule" ("OEE rule") under Code            (f)  Application of other conventions.  §410(b)(4)(B); (ii) the "early participation rule" ("EP rule")   Notwithstanding Sections 4.06(C)(1)(c), (d), and (e) the Plan  under Code §§401(k)(3)(F) and 401(m)(5)(C); (iii) except as      Administrator under a Restated Plan operationally may apply the  Section 4.07 may limit, the application of any Code §414(s)      Plan terms commencing in the Plan Year beginning after the  nondiscriminatory definition of compensation for                 Employer executes the Restated Plan in lieu of applying the Plan  nondiscrimination testing, regardless of the Plan's definitions of terms retroactive to the Plan's restated Effective Date; and (iii)  Compensation for any other purpose; (iv) application of the      the Plan Administrator operationally may apply any other  general nondiscrimination test under Treas. Reg.                 reasonable conventions, uniformly applied within a Plan Year.  §1.401(a)(4)-2(c); (v) application of the "compensation ratio      test" under Treas. Reg. §1.414(s)-1(d)(3); (vi) application of     © 2014 Great-West Trust Company, LLC or its suppliers                                                             42  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                     (g) Allocations not effected by testing. The Plan       minimum aggregate allocation gateway as further defined in  Administrator's election to apply the OEE or EP rules for testing Treas. Reg. §1.401(a)(4)-9(b)(2)(v).  does not control the Plan allocations, or the Compensation or      Elective Deferrals taken into account for Plan allocations. The  (B) Eligibility for Gateway Contribution. The Plan  Plan Administrator will determine Plan allocations, and          Administrator will allocate any Gateway Contribution for a Plan  Compensation and Elective Deferrals for Plan allocations, based  Year to each NHCE Participant who receives an allocation of  on the Employer's Adoption Agreement elections, including        any Employer Contribution or Nonelective Contribution for  elections relating to Participating Compensation or Plan Year    such Plan Year. The Plan Administrator will allocate the  Compensation. For this purpose, an election of Participating     Gateway Contribution without regard to any allocation  Compensation means Compensation and Elective Deferrals on        conditions under Section 3.06 otherwise applicable to Employer  and following the Cross-Over Date as to the allocations for the  Contributions or Nonelective Contributions under the Plan.  disaggregated plan benefiting the Includible Employees.          However, if the Plan Administrator disaggregates the Plan for                                                                   testing pursuant to the OEE rule under Section 4.06(C), the  (D)  Election Timing. Except where the Plan specifies another    Otherwise Excludible Employees will not receive an allocation  deadline for making a Plan specific annual testing election under of any Gateway Contribution.  Section 4.06(B), the Plan Administrator may make any such          testing election, and the Employer must amend the Plan as        (C) Amount of Gateway Contribution. The Plan  necessary to reflect the election, by the end of the Testing Year. Administrator will allocate any Gateway Contribution pro rata  The Plan Administrator may make operational testing elections    based on the Compensation of each Participant who receives a  under Section 4.06(C). If the Employer is correcting an          Gateway Contribution allocation for the Plan Year, but in no  operational Plan failure under EPCRS, the Employer may make      event will an allocation of the Gateway Contribution to any  an annual testing election for any Testing Year at the time the  Participant exceed the lesser of: (1) 5% of Compensation; or (2)  Employer makes the correction.                                   one-third (1/3) of the Highest Allocation Rate for the Plan Year.                                                                   The Plan Administrator will reduce (offset) the Gateway  (E)  Coverage Transition Rule. The Plan Administrator in         Contribution allocation for a Participant under either the 5% or  determining the Plan's compliance with the coverage              the 1/3 Gateway Contribution alternative, by the amount of any  requirements of Code §410(b), in the case of certain acquisitions other Employer Contributions or Nonelective Contributions the  or dispositions described in Code §410(b)(6)(C) and in the       Plan Administrator allocates (including forfeitures allocated as  regulations thereunder, will apply the "coverage transition rule" an Employer Contribution or Nonelective Contribution and Safe  described therein.                                               Harbor Nonelective Contributions, but excluding other QNECs,                                                                   as defined under Section 1.38(C)) for the same Plan Year to       4.07 TESTING BASED ON BENEFITS. In applying the             such Participant; provided that if an NHCE is receiving only a  general nondiscrimination test under Section 4.06(C) to any      QNEC and the QNEC amount equals or exceeds the Gateway  non-uniform Plan allocation, the Plan Administrator may elect    Contribution, the QNEC satisfies the Gateway Contribution  to test using allocation rates or using equivalent accrual (benefit) requirement as to that NHCE. Notwithstanding the foregoing,  rates ("EBRs") as defined in Treas. Reg. §1.401(a)(4)-(8)(b)(2). the Employer may increase the Gateway Contribution to satisfy  In the event that the Plan Administrator elects to test using    the provisions of Treas. Reg. §1.401(a)(4)-9(b)(2)(v)(D) if the  EBRs, the Plan must comply with this Section 4.07.               Plan consists (for nondiscrimination testing purposes) of one or                                                                   more Defined Contribution Plans and one or more Defined  (A)  Gateway Contribution. Except as provided in Section         Benefit Plans.  4.07(A)(2), if the Plan Administrator will perform                 nondiscrimination testing using EBRs, the Employer must make     (D) Compensation for 5% Gateway Contribution. For  a Gateway Contribution.                                          allocation purposes under the 5% Gateway Contribution                                                                   alternative, "Compensation" means under Section 4.05(F) except       (1) Definition of Gateway Contribution. A Gateway           that Compensation is limited to Participating Compensation.  Contribution is an additional Employer Contribution or             Nonelective Contribution in an amount necessary to satisfy the   (E) Compensation for Determination of Highest Rate and  minimum allocation gateway requirement described in Treas.       1/3 Gateway Contribution. The Plan Administrator under the  Reg. §1.401(a)(4)-8(b)(1)(vi).                                   1/3 Gateway Contribution alternative: (i) will determine the                                                                   Highest Allocation Rate and the resulting Gateway Contribution       (2) Exception to Gateway Contribution requirement.          rate for the NHCE Participants entitled to the Gateway  An Employer is not required to make any Gateway Contribution     Contribution; and (ii) will allocate the Gateway Contribution,  in the event that the Employer's elected allocation under Section based on Compensation the Employer elects in its Adoption  4.07(A) satisfies; (a) the "broadly available allocation rate"   Agreement, provided that such definition satisfies Code §414(s)  requirements; (b) the "age-based allocation with a gradual age or and if it does not, the Plan Administrator will allocate the  service schedule" requirements; or (c) the uniform target benefit Gateway Contribution based on a Code §414(s) definition which  allocation requirements each as described in Treas. Reg.         the Plan Administrator operationally selects.  §1.401(a)(4)-8(b)(1)(B). Moreover, an Employer is not required     to make any Gateway Contribution in the event that the Plan is       (1) Definition of Highest Allocation Rate. The Highest  permissively aggregated (pursuant to Section 4.06(C)(ix)) with   Allocation Rate means the greatest allocation rate of any HCE  one or more defined benefit plans for purposes of coverage and   Participant and is equal to the Participant's total Employer  nondiscrimination testing under Treas. Reg. §1.401(a)(4)-8(b)(2) Contribution or Nonelective Contribution allocation (including  and the aggregated plan is eligible to be tested on a benefits   any QNECs, Safe Harbor Nonelective Contributions and  basis, either because the aggregated plan is primarily defined   forfeitures allocated as a Nonelective Contribution or forfeitures  benefit in character, or the aggregated plan provided the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             43  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            allocated as a Money Purchase Pension Contribution) divided by   Taxable Year (or if later, the date permitted under Code §§7503  his/her Compensation, as described in this Section 4.07(E).      or 7508A). See Section 4.11(C)(1) as to Gap Period income.                                                                     (F)  Employer Contribution Excludes Match. For purposes of           (6) 415 interaction. If the Plan Administrator distributes  this Section 4.07, an Employer Contribution excludes Matching    the Excess Deferrals by the April 15 deadline under Section  Contributions.                                                   4.10(A)(5), the Excess Deferrals are not an Annual Addition                                                                   under Section 4.05, and the Plan Administrator may make the       4.08 AMENDMENT TO PASS TESTING. In the event                distribution irrespective of any other provision under this Plan or  that the Plan fails to satisfy Code §§410(b) or 401(a)(4) in any under the Code. Elective Deferrals distributed to a Participant as  Plan Year, the Employer may elect to amend the Plan consistent   an Excess Amount in accordance with Section 4.03 are not taken  with Treas. Reg. §1.401(a)(4)-11(g) to correct the failure, or as into account in determining the Participant's Elective Deferral  otherwise permitted in the regulation. The Employer may make     Limit.  such an amendment in any form or manner as the Employer            deems reasonable, but otherwise consistent with Section 11.02.       (7) ADP interaction. The Plan Administrator will reduce  Any amendment under this Section 4.08 will not affect reliance   the amount of Excess Deferrals for a Taxable Year distributable  on the Plan's Opinion Letter or Advisory Letter.                 to a Participant by the amount of Excess Contributions (as                                                                   determined in Section 4.10(B)), if any, previously distributed to       4.09 APPLICATION OF COMPENSATION LIMIT. The                 the Participant for the Plan Year beginning in that Taxable Year.  Plan Administrator in performing any nondiscrimination testing     under this Article IV will limit each Participant's Compensation     (8) More than one plan. If a Participant participates in  to the amount described in Section 1.11(E).                      another plan subject to the Code §402(g) limitation under which                                                                   he/she makes elective deferrals pursuant to a 401(k) Plan,       4.10 401(k) (OR OTHER PLAN) TESTING. The Plan               elective deferrals under a SARSEP, elective contributions under  Administrator will test Elective Deferrals, Matching             a SIMPLE IRA or salary reduction contributions to a  Contributions and Employee Contributions under the               tax-sheltered annuity (irrespective of whether the Employer  Employer's 401(k) Plan or other Plan as applicable, in           maintains the other plan), the Participant may provide to the  accordance with this Section 4.10.                               Plan Administrator a written claim for Excess Deferrals made to                                                                   the Plan for a Taxable Year. The Participant must submit the  (A)  Annual Elective Deferral Limitation. A Participant's        claim no later than the March 1 following the close of the  Elective Deferrals for a Taxable Year may not exceed the         particular Taxable Year and the claim must specify the amount  Elective Deferral Limit.                                         of the Participant's Elective Deferrals under this Plan which are                                                                   Excess Deferrals. The Plan Administrator may require the       (1) Definition of Elective Deferral Limit. The Elective     Participant to provide reasonable evidence of the existence of  Deferral Limit is the Code §402(g) limitation on each            and the amount of the Participant's Excess Deferrals. If the Plan  Participant's Elective Deferrals for each Taxable Year. If the   Administrator receives a timely claim which it approves, the  Participant's Taxable Year is not a calendar year, the Plan      Plan Administrator will distribute the Excess Deferrals (as  Administrator must apply the Code §402(g) limitation in effect   adjusted for Allocable Income under Section 4.11(C)(1)) the  for the calendar year in which the Participant's Taxable Year    Participant has assigned to this Plan, in accordance with this  begins.                                                          Section 4.10(A). If a Participant has Excess Deferrals because of                                                                   making Elective Deferrals to this Plan and other plans of the       (2) Definition of Excess Deferral. A Participant's Excess   Employer (but where the Elective Deferral Limit is not exceeded  Deferral is the amount of Elective Deferrals for a Taxable Year  based on Deferrals to any single plan), the Participant for  which exceeds the Elective Deferral Limit.                       purposes of this Section 4.10(A)(8) is deemed to have notified                                                                   the Plan Administrator of this Plan of the Excess Deferrals.       (3) Elective Deferral Limit. The Elective Deferral Limit      is the amount as in effect under Code §402(g) ($16,500 in            (9) Roth and Pre-Tax Deferrals. If a Participant who  2011), subject to adjustment by the Treasury in multiples of     will receive a distribution of Excess Deferrals, in the Taxable  $500 under Code §402(g)(4).                                      Year for which the corrective distribution is made, has                                                                   contributed both Pre-Tax Deferrals and Roth Deferrals, the Plan       (4) Suspension after reaching limit. If, pursuant to a      Administrator operationally will determine the Elective Deferral  Salary Reduction Agreement or pursuant to a CODA election,       Account source(s) from which it will direct the Trustee to make  the Employer determines a Participant's Elective Deferrals to the the corrective distribution. The Plan Administrator also may  Plan for a Taxable Year would exceed the Elective Deferral       permit the affected Participant to elect the source(s) from which  Limit, the Employer will suspend the Participant's Elective      the Trustee will make the corrective distribution. However, the  Deferrals under his/her Salary Reduction Agreement, if any,      amount of a corrective distribution of Excess Deferrals to any  until the following January 1 and will pay to the Participant in Participant from the Pre-Tax Deferral or Roth Deferral sources  cash the portion of the Elective Deferrals which would result in under this Section 4.10(A)(9) may not exceed the amount of the  the Participant's Elective Deferrals for the Taxable Year        Participant's Pre-Tax Deferrals or Roth Deferrals for the Taxable  exceeding the Elective Deferral Limit.                           Year of the correction.                                                                          (5) Correction. If the Plan Administrator determines a      (B) Actual Deferral Percentage (ADP) Test. If the Employer  Participant's Elective Deferrals already contributed to the Plan in its Adoption Agreement has elected to test its 401(k) Plan as a  for a Taxable Year exceed the Elective Deferral Limit, the Plan  Traditional 401(k) Plan, a Participant's Elective Deferrals for a  Administrator will distribute the Excess Deferrals as adjusted for Plan Year may not exceed the ADP Limit. However, this  Allocable Income, no later than April 15 of the following        Section 4.10(B) will not apply to a Plan Year if: (1) for the Plan     © 2014 Great-West Trust Company, LLC or its suppliers                                                             44  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Year no NHCE was an ADP Participant, (2) for the Plan Year       Deferrals the Plan Administrator operationally elects to shift to  no HCE was an ADP Participant, or (3) the Plan is a Volume       the ACP test; provided that the Plan must pass the ADP test both  Submitter Plan and the plan is a governmental plan described in  taking into account and disregarding the Elective Deferrals the  Code §414(d). In accordance with Treas. Reg. §1.401(k)-1(e)(7),  Plan Administrator shifts to the ACP test.  it is impermissible for the Plan to use ADP testing for a Plan     Year in which it is intended for the Plan through its written            (f) Current/Prior Year Testing.  terms to use the ADP test safe harbor, even though the Plan fails   to satisfy the requirements of such safe harbor for the Plan Year.           (i)  Election. In determining whether the Plan's                                                                   401(k) arrangement satisfies the ADP test, the Plan       (1) Definition of ADP Limit. The ADP Limit is the           Administrator will use Current Year Testing or Prior Year  maximum dollar amount of Elective Deferrals each HCE             Testing as the Employer elects in its Adoption Agreement. Any  Participant may defer under the Plan such that the Plan passes   such election applies for such Testing Years as the Employer  the ADP test for that Plan Year.                                 elects (and retroactively as the Employer may elect in the case                                                                   of a Restated Plan).       (2) Definition of Excess Contributions. Excess                Contributions are the amount of Elective Deferrals made by the               (ii) Permissible changes. The Employer may  HCEs which exceed the ADP Limit and which may not be             amend its Adoption Agreement to change from Prior Year  recharacterized as Catch-Up Contributions or as Employee         Testing to Current Year Testing at any time, subject to Section  Contributions.                                                   4.06(D). The Employer under Section 4.06(D) may amend its                                                                   Adoption Agreement to change from Current Year Testing to       (3) ADP test. For each Plan Year, Elective Deferrals        Prior Year Testing only: (A) if the Plan has used Current Year  satisfy the ADP test if they satisfy either of the following tests: Testing in at least the 5 immediately preceding Plan Years (or if                                                                   the Plan has not been in existence for 5 Plan Years, the number           (a) 1.25 test. The ADP for the HCE Group does not       of Plan Years the Plan has been in existence); (B) the Plan is the  exceed 1.25 times the ADP of the NHCE Group; or                  result of aggregation of 2 or more plans and each of the                                                                   aggregated plans used Current Year Testing for the period           (b) 2 percent test. The ADP for the HCE Group           described in clause (A); or (C) a transaction occurs to which the  does not exceed the ADP for the NHCE Group by more than          coverage transition rule under Code §410(b)(6)(C) applies and  two percentage points and the ADP for the HCE Group is not       as a result, the Employer maintains a plan using Prior Year  more than twice the ADP for the NHCE Group.                      Testing and a plan using Current Year Testing. Under clause                                                                   (C), the Employer may make an amendment to change to Prior       (4) Calculation of ADP. The ADP for either group is the     Year Testing at any time during the coverage transition period.  average of the separate ADRs calculated to the nearest             one-hundredth of one percent for each ADP Participant who is a               (iii) Deferrals and QNEC/QMAC  member of that group. The Plan Administrator will include in     deadline/limitation under Prior Year Testing. The Plan  the ADP test as a zero an ADP Participant who elects not to      Administrator includes Elective Deferrals, QNECs or QMACs  make Elective Deferrals to the Plan for the Testing Year.        in determining the HCE or NHCE ADP only if the Employer                                                                   makes such contribution to the Plan within 12 months following           (a) Definition of ADR (actual deferral ratio). An       the end of the Testing Year to which the Elective Deferral  ADP Participant's ADR for a Plan Year is the ratio of the ADP    relates or to which the Plan Administrator will allocate the  Participant's Elective Deferrals, but excluding Catch-Up         QNEC or QMAC. For this purpose, an Elective Deferral is  Contributions, for the Plan Year to the ADP Participant's        considered allocated as of a date within a Testing Year if the  Compensation for the Plan Year.                                  allocation is not contingent on participation or performance of                                                                   services after such date. Under Prior Year Testing, to count the           (b) Definitions of ADP Participant and HCE and          QNEC or QMAC in the ADP test, the Employer must contribute  NHCE Groups. See Sections 4.11(B), (G), and (H).                 a QNEC or QMAC by the end of the Testing Year. The                                                                   Employer may not make an Operational QNEC or QMAC if the           (c) Excess Deferrals interaction. In determining the    Plan uses Prior Year Testing.  ADP, the Plan Administrator must include any HCE's Excess          Deferrals (whether or not corrected), as described in Section                (iv) First Plan Year under Prior Year Testing.  4.10(A), to this Plan or to any other Plan of the Employer and   For the first Plan Year the Plan permits Elective Deferrals, if the  the Plan Administrator will disregard any NHCE's Excess          Plan is not a Successor Plan and is using Prior Year Testing, the  Deferrals.                                                       prior year ADP for the NHCE Group is equal to the greater of                                                                   3% or the actual ADP for the NHCE Group in the first Plan           (d) QNECs and QMACs. The Plan Administrator             Year. If the Plan continues to use Prior Year Testing in the  operationally may include in the ADP test, QNECs, and            second Plan Year, the Plan Administrator must use the actual  QMACs the Plan Administrator does not use in the ACP test,       first Plan Year ADP for the NHCE Group in the ADP test for  provided that the Plan passes the ACP test before and after the  the second Plan Year.  shifting of any amount from the ACP test to the ADP test. The      Plan Administrator may use QNECs or QMACs in the ADP test                    (v)  Plan coverage changes under Prior Year  provided such amounts are not impermissibly targeted under       Testing. If the Employer's Plan is using Prior Year Testing and  Section 4.10(D).                                                 the Plan experiences a plan coverage change under Treas. Reg.                                                                   §1.401(k)-2(c)(4), the Plan Administrator will make any           (e) Shifting Elective Deferrals to ACP. The Plan        adjustments such regulations may require to the NHCEs' ADP  Administrator will not count in the ADP test any Elective        for the prior year.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             45  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                                     (a)  Calculation of total Excess Contributions. The               (vi) Shifting contributions and switching from      Plan Administrator will determine the total amount of the  Current Year Testing to Prior Year Testing. If the Plan          Excess Contributions to the Plan by starting with the HCE(s)  Administrator is using Current Year Testing and shifts an        who has the greatest ADR, reducing his/her ADR (but not below  Elective Deferral to the ACP test or shifts a QMAC to the ADP    the next highest ADR), then, if necessary, reducing the ADR of  test, then, in the subsequent Testing Year for which the Plan    the HCE(s) at the next highest ADR, including the ADR of the  Administrator switched to Prior Year Testing, the Plan           HCE(s) whose ADR the Plan Administrator already has reduced  Administrator in applying Prior Year Testing must disregard the  (but not below the next highest ADR), and continuing in this  shifted amount. The Plan Administrator in applying Prior Year    manner until the ADP for the HCE Group is equal to the ADP  Testing in such subsequent Testing Year will restore the ADP     Limit. All reductions under this Section 4.10(B)(8)(a) are to the  and ACP to their original amounts, leaving the shifted amount in ADR only and do not result in any actual distributions.  the original test without regard to the shift in the previous      Testing Year.                                                            (b)  Apportionment and distribution of Excess                                                                   Contributions. After the Plan Administrator has determined the       (5) Special aggregation rule for HCEs. To determine the     total Excess Contribution amount, the Trustee, as directed by the  ADR of any HCE, the Plan Administrator must take into            Plan Administrator, then will distribute to each HCE his/her  account any Elective Deferrals made by the HCE (and if used in   respective share of the Excess Contributions. The Plan  the ADP test, any QNECs and QMACs allocated to the HCE)          Administrator will determine each HCE's share of Excess  under any other 401(k) Plan maintained by the Employer. If the   Contributions by starting with the HCE(s) who has the highest  401(k) Plans have different Plan Years, the Plan Administrator   dollar amount of Elective Deferrals, reducing his/her Elective  will determine the combined Elective Deferrals on the basis of   Deferrals (but not below the next highest dollar amount of  the Plan Years ending in the same calendar year. If the 401(k)   Elective Deferrals), then, if necessary, reducing the Elective  Plans have different Plan Years, all Elective Deferrals made     Deferrals of the HCE(s) at the next highest dollar amount of  during the Plan Year will be aggregated. Notwithstanding the     Elective Deferrals including the Elective Deferrals of the  foregoing, the Plan Administrator will not apply the aggregation HCE(s) whose Elective Deferrals the Plan Administrator already  rule of this Section 4.10(B)(5) to plans which may not be        has reduced (but not below the next highest dollar amount of  aggregated under Treas. Reg. §1.401(k)-2(a)(3)(ii)(B).           Elective Deferrals), and continuing in this manner until the                                                                   Trustee has distributed all Excess Contributions.       (6) Aggregation of certain 401(k) plans. If the Employer      treats two or more plans as a single plan for coverage or                (c)  Roth and Pre-Tax Deferrals. If an HCE who  nondiscrimination purposes, the Employer must combine the        will receive a distribution of Excess Contributions, in the Plan  401(k) Plans to determine whether the plans satisfy the ADP      Year for which the corrective distribution is made, has  test. This aggregation rule applies to the ADR determination for contributed both Pre-Tax Deferrals and Roth Deferrals, the Plan  all ADP Participants (and ADP participants under the other       Administrator operationally will determine the Elective Deferral  plans), irrespective of whether an ADP Participant is an HCE or  Account source(s) from which it will direct the Trustee to make  an NHCE. An Employer may not aggregate: (a) plans with           the corrective distribution. The Plan Administrator also may  different Plan Years; (b) a Safe Harbor 401(k) Plan with a       permit the affected Participant to elect the source(s) from which  non-Safe Harbor 401(k) Plan; (c) plans which use different       the Trustee will make the corrective distribution. However, the  testing methods (Current Year Testing versus Prior Year          amount of a corrective distribution of Excess Contributions to  Testing); or (d) any other plans which must be disaggregated     any Participant from the Pre-Tax Deferral or Roth Deferral  under Treas. Reg. §1.401(k)-1(b)(4)(iv). If the Employer         sources under this Section 4.10(B)(8)(c) may not exceed the  aggregating 401(k) Plans under this Section 4.10(B)(6) is using  amount of the Participant's Pre-Tax Deferrals or Roth Deferrals  Prior Year Testing, the Plan Administrator must adjust the       for the Testing Year.  NHCE Group ADP for the prior year as provided in Section           4.10(B)(4)(f)(v).                                                        (d) Catch-Up Deferrals re-characterized. If the                                                                   Plan permits Catch-Up Contributions and a Catch-Up Eligible       (7) Characterization of Excess Contributions. If,           Participant exceeds his/her ADP Limit and the Plan  pursuant to Section 4.10(B)(4)(d), the Plan Administrator has    Administrator otherwise would distribute the Participant's  elected to include QMACs in the ADP test, any Excess             Excess Contributions, the Plan Administrator instead will  Contributions are attributable proportionately to Elective       re-characterize as a Catch-Up Deferral the portion of such  Deferrals and to QMACs in the ADP test allocated on the basis    Excess Contributions as is equal to the Participant's unused  of those Elective Deferrals. The Plan Administrator will reduce  Catch-Up Deferral Limit applicable to the Testing Year. Any  the amount of Excess Contributions for a Plan Year distributable such re-characterized Excess Contribution, plus Allocable  to an HCE by the amount of Excess Deferrals (as determined in    Income, will remain in the Participant's Account and the Plan  Section 4.10(A)), if any, previously distributed to that Employee Administrator, for purposes of determining ADP test correction,  for the Employee's Taxable Year ending in that Plan Year.        will treat the re-characterized amount, including Allocable                                                                   Income, as having been distributed. If the Employer in its       (8) Distribution of Excess Contributions. If the Plan       Adoption Agreement has elected to match Catch-Up Deferrals,  Administrator determines the Plan fails to satisfy the ADP test  the Plan Administrator will retain in the affected Participant's  for a Plan Year, the Trustee, as directed by the Plan            Account any Matching Contributions made with respect to any  Administrator, by the end of the Plan Year which follows the     Excess Contributions which the Plan Administrator  Testing Year (or any later date determined under Code §7508A),   re-characterizes under this Section 4.10(B)(8)(d).  must distribute the Excess Contributions, as adjusted for          Allocable Income under Section 4.11(C)(2).       © 2014 Great-West Trust Company, LLC or its suppliers                                                             46  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (9) Allocable Income/Testing Year and Gap Period. A             (3) Definition of Excess Aggregate Contributions.  corrective distribution under Section 4.10(B)(8) must include    Excess Aggregate Contributions are the amount of Aggregate  Allocable Income. See Section 4.11(C)(2).                        Contributions allocated on behalf of the HCEs which exceed the                                                                   ACP Limit.       (10) Treatment as Annual Additions. Distributed Excess        Contributions are Annual Additions under Sections 4.01 through       (4) ACP test. For each Plan Year, Aggregate  4.05 in the Limitation Year in which such amounts were           Contributions satisfy the ACP test if they satisfy either of the  allocated.                                                       following tests:                                                                          (11) Re-characterization as Employee Contributions. In              (a) 1.25 test. The ACP for the HCE Group does not  addition to the other correction methods under this Section      exceed 1.25 times the ACP of the NHCE Group; or  4.10(B), the Plan Administrator operationally may elect to         correct an ADP test failure by re-characterizing the Elective            (b) 2 percent test. The ACP for the HCE Group does  Deferrals in excess of the ADP Limit as Employee                 not exceed the ACP for the NHCE Group by more than two  Contributions in accordance with Treas. Reg. §1.401(k)-2(b)(3).  percentage points and the ACP for the HCE Group is not more  Elective Deferrals may not be re-characterized with respect to   than twice the ACP for the NHCE Group.  HCE Participants to the extent that the re-characterized amounts,   in conjunction with Employee Contributions actually made by          (5) Calculation of ACP. The ACP for either group is the  the HCE, exceed the maximum amount of Employee                   average of the separate ACRs calculated to the nearest  Contributions (determined prior to performing the ACP Test)      one-hundredth of one percent for each ACP Participant who is a  that the employee is permitted to make under the plan in the     member of that group. The Plan Administrator will include in  absence of re-characterization. Elective Deferrals may not be re- the ACP test as a zero an ACP Participant who for the Testing  characterized under this paragraph after 2 1/2 months after the  Year: (i) is eligible to make Employee Contributions but who  close of the plan year to which the re-characterization relates. does not do so; or (ii) is eligible to make Elective Deferrals and  The amount of Excess Aggregate Contributions for a plan year     to receive an allocation of any Matching Contributions based on  will be determined only after first determining the amount of    Elective Deferrals but who does not make any Elective  Elective Deferrals treated as Employee Contributions due to re-  Deferrals. An Employee who fails to satisfy an allocation  characterization.                                                condition applicable to Matching Contributions is excluded from                                                                   the ACP test unless the Employee is eligible to make Employee  (C)  Actual Contribution Percentage (ACP) Test. If: (i) the      Contributions or the Plan Administrator re-characterizes any of  Employer in its Adoption Agreement has elected to test its Plan  the Employee's Elective Deferrals as Employee Contributions.  as a traditional 401(m) Plan; (ii) the Employer under its 401(k)   Plan has elected only ADP test safe harbor plan status and the           (a) Definition of ACR (actual contribution ratio).  Employer makes Matching Contributions; or (iii) under any Plan   An ACP Participant's ACR for a Plan Year is the ratio of the  there are Employee Contributions or Matching Contributions       ACP Participant's Aggregate Contributions for the Plan Year to  (not exempted from ACP testing), a Participant's Aggregate       the ACP Participant's Compensation for the Plan Year.  Contributions may not exceed the ACP Limit. However, this          Section 4.10(C) will not apply to a Plan Year if: (1) for the Plan       (b) Definitions of ACP Participant and HCE and  Year no NHCE was an ACP Participant, (2) for the Plan Year no    NHCE Groups. See Section 4.11(A), (G), and (H).  HCE was an ACP Participant, or (3) the Plan is a Volume            Submitter Plan and the plan is a governmental plan described in          (c) QNECs and Elective Deferrals. The Plan  Code §414(d). In accordance with Treas. Reg. §§1.401(k)-         Administrator operationally may include in the ACP test QNECs  1(e)(7) and 1.401(m)-1(c)(2), it is impermissible for the Plan to and Elective Deferrals the Plan Administrator does not use in the  use ACP testing for a Plan Year in which it is intended for the  ADP test, provided that the Plan passes the ADP test before and  Plan through its written terms to use the ACP test safe harbor,  after the shifting of any amount from the ADP test to the ACP  even though the Plan fails to satisfy the requirements of such   test. The Plan Administrator may use QNECs in the ACP test  safe harbor for the Plan Year.                                   provided such amounts are not impermissibly targeted under                                                                   Section 4.10(D).       (1) Definition of ACP Limit. The ACP Limit is the             maximum dollar amount of Aggregate Contributions each HCE                (d) Shifting QMACs to ADP. The Plan  Participant may receive or may make under the Plan such that     Administrator will not count in the ACP test any QMACs the  the Plan passes the ACP test.                                    Plan Administrator operationally elects to shift to the ADP test;                                                                   provided that the Plan must pass the ACP test both taking into       (2) Definition of Aggregate Contributions. Aggregate        account and disregarding the QMACs the Plan Administrator  Contributions are Matching Contributions and Employee            shifts to the ADP test.  Contributions. Aggregate Contributions also include any            QMACs, QNECs and Elective Deferrals the Plan Administrator               (e) Current/Prior Year Testing.  includes in the ACP test. If the Employer has elected ADP test     safe harbor plan status and the Employer makes a Safe Harbor                 (i)  Election. In determining whether the Plan's  Matching Contribution for a Plan Year, then the Plan             401(k) arrangement satisfies the ACP test, the Plan  Administrator in computing Aggregate Contributions may           Administrator will use Current Year Testing or Prior Year  disregard each Participant's Matching Contributions which do     Testing as the Employer elects in its Adoption Agreement. Any  not exceed 4% of the Participant's Compensation for the Plan     such election applies for such Testing Years as the Employer  Year.                                                            elects (and retroactively as the Employer elects in the case of a                                                                   Restated Plan).     © 2014 Great-West Trust Company, LLC or its suppliers                                                             47  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             the original test without regard to the shift in the previous               (ii) Permissible changes. The Employer may          Testing Year.  amend its Adoption Agreement to change from Prior Year             Testing to Current Year Testing at any time, subject to Section      (6) Special aggregation rule for HCEs. To determine the  4.06(D). The Employer, under Section 4.06(D) may amend its       ACR of any HCE, the Plan Administrator must take into account  Adoption Agreement to change from Current Year Testing to        any Aggregate Contributions allocated to the HCE under any  Prior Year Testing only: (A) if the Plan has used Current Year   other 401(m) Plan maintained by the Employer. If the 401(m)  Testing in at least the 5 immediately preceding Plan Years (or if Plans have different Plan Years, the Plan Administrator will  the Plan has not been in existence for 5 Plan Years, the number  determine the combined Aggregate Contributions on the basis of  of Plan Years the Plan has been in existence); (B) the Plan is the the Plan Years ending in the same calendar year. If the 401(m)  result of aggregation of 2 or more plans and each of the         Plans have different Plan Years, all Aggregate Contributions  aggregated plans used Current Year Testing for the period        made during the Plan Year will be aggregated. Notwithstanding  described in clause (A); or (C) a transaction occurs to which the the foregoing, the Plan Administrator will not apply the  coverage transition rule under Code §410(b)(6)(C) applies and    aggregation rule of this Section 4.10(C)(6) to plans which may  as a result, the Employer maintains a plan using Prior Year      not be aggregated under Treas. Reg. §1.401(m)-2(a)(3)(ii)(B).  Testing and a plan using Current Year Testing. Under clause        (C), the Employer may make an amendment to change to Prior           (7) Aggregation of certain 401(m) plans. If the  Year Testing at any time during the coverage transition period.  Employer treats two or more plans as a single plan for coverage                                                                   or nondiscrimination purposes, the Employer must combine the               (iii) Employee Contribution, Matching and           401(m) Plans under such plans to determine whether the plans  QNEC deadline/limitation under Prior Year Testing. The           satisfy the ACP test. This aggregation rule applies to the ACR  Plan Administrator includes Employee Contributions in the ACP    determination for all ACP Participants (and ACP participants  test in the Testing Year in which the Employer withholds the     under the other plans), irrespective of whether an ACP  Employee Contributions from the Participant's pay, provided      Participant is an HCE or an NHCE. An Employer may not  such contributions are contributed to the Trust within a         aggregate: (a) plans with different Plan Years; (b) a Safe Harbor  reasonable period thereafter. The Plan Administrator may         401(k) Plan with a non-Safe Harbor 401(k) Plan; (c) plans which  include Matching Contributions and QNECs in determining the      use different testing methods (Current Year Testing versus Prior  HCE or NHCE ACP only if the Employer makes such                  Year Testing); or (d) any other plans which must be  contribution to the Plan within 12 months following the end of   disaggregated under Treas. Reg. §1.401(k)-1(b)(4)(iv). If the  the Testing Year to which the Plan Administrator will allocate   Employer aggregating 401(m) Plans under this Section  the Matching Contribution or QNEC. To be included in the ACP     4.10(C)(7) is using Prior Year Testing, the Plan Administrator  test, a Matching Contribution must be made on account of an      must adjust the NHCE Group ACP for the prior year as provided  Employee's Elective Deferrals or Employee Contributions for      in Section 4.10(C)(5)(e)(v).  the Testing Year. Under Prior Year Testing, to count the QNEC      in the ACP test, the Employer must contribute a QNEC by the          (8) Distribution of Excess Aggregate Contributions. If  end of the Testing Year. The Employer may not make an            the Plan Administrator determines the Plan fails to satisfy the  Operational QNEC if the Plan uses Prior Year Testing.            ACP test for a Plan Year, the Trustee, as directed by the Plan                                                                   Administrator, by the end of the Plan Year which follows the               (iv) First Plan Year under Prior Year Testing.      Testing Year (or any later date determined under Code §7508A),  For the first Plan Year the Plan permits Matching Contributions  must distribute the Vested Excess Aggregate Contributions, as  or Employee Contributions, if the Plan is not a Successor Plan   adjusted for Allocable Income under Section 4.11(C)(2).  and is using Prior Year Testing, the prior year ACP for the        NHCE Group is equal to the greater of 3% or the actual ACP for           (a)  Calculation of total Excess Aggregate  the NHCE Group in the first Plan Year. If the Plan continues to  Contributions. The Plan Administrator will determine the total  use Prior Year Testing in the second Plan Year, the Plan         amount of the Excess Aggregate Contributions by starting with  Administrator must use the actual first Plan Year ACP for the    the HCE(s) who has the greatest ACR, reducing his/her ACR  NHCE Group in the ACP test for the second Plan Year.             (but not below the next highest ACR), then, if necessary,                                                                   reducing the ACR of the HCE(s) at the next highest ACR,               (v)  Plan coverage changes under Prior Year         including the ACR of the HCE(s) whose ACR the Plan  Testing. If the Employer's Plan is using Prior Year Testing and  Administrator already has reduced (but not below the next  the Plan experiences a plan coverage change under Treas. Reg.    highest ACR), and continuing in this manner until the ACP for  §1.401(m)-2(c)(4), the Plan Administrator will make any          the HCE Group is equal to the ACP Limit. All reductions under  adjustments such regulations may require to the NHCEs' ACP       this Section 4.10(C)(8)(a) are to the ACR only and do not result  for the prior year.                                              in any actual distributions.                                                                                  (vi) Shifting contributions and switching from              (b)  Apportionment and distribution of Excess  Current Year Testing to Prior Year Testing. If the Plan          Aggregate Contributions. After the Plan Administrator has  Administrator is using Current Year Testing and shifts an        determined the total Excess Aggregate Contribution amount, the  Elective Deferral to the ACP test or shifts a QMAC to the ADP    Trustee, as directed by the Plan Administrator, then will  test, then, in the subsequent Testing Year for which the Plan    distribute (to the extent Vested) to each HCE his/her respective  Administrator switched to Prior Year Testing, the Plan           share of the Excess Aggregate Contributions. The Plan  Administrator in applying Prior Year Testing must disregard the  Administrator will determine each HCE's share of Excess  shifted amount. The Plan Administrator in applying Prior Year    Aggregate Contributions by starting with the HCE(s) who has  Testing in such subsequent Testing Year will restore the ADP     the highest dollar amount of Aggregate Contributions, reducing  and ACP to their original amounts, leaving the shifted amount in the amount of his/her Aggregate Contributions (but not below     © 2014 Great-West Trust Company, LLC or its suppliers                                                             48  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            the next highest dollar amount of the Aggregate Contributions),  not contribute Operational QNECs or QMACs which would  then, if necessary, reducing the amount of Aggregate             violate the targeting restrictions.  Contributions of the HCE(s) at the next highest dollar amount of   Aggregate Contributions, including the Aggregate Contributions       (1) QNEC targeting rules. The Plan Administrator may  of the HCE(s) whose Aggregate Contributions the Plan             include in the ADP test or in the ACP test only such amounts of  Administrator already has reduced (but not below the next        any QNEC as are not impermissibly targeted. A QNEC is  highest dollar amount of Aggregate Contributions), and           impermissibly targeted if the QNEC amount allocated to any  continuing in this manner until the Trustee has distributed all  NHCE exceeds the greater of: (a) 5% of Compensation; or (b) 2  Excess Aggregate Contributions.                                  times the Plan's Representative Contribution Rate.                                                                          (9) Allocable Income/Testing Year and Gap Period.                   (a)  Definition of Representative Contribution  The Plan Administrator will calculate and will distribute Excess Rate.  Aggregate Contribution Allocable Income in the same manner         and for the same Plan Years as described in Section 4.10(B)(9)                (i) ADP. The Plan's ADP Representative  for Excess Contributions.                                        Contribution Rate is the lowest ADP Applicable Contribution                                                                   Rate of any ADP Participants who are NHCEs in a group       (10) Testing and correction ordering. If the Plan           consisting of: (A) any one-half of the ADP Participants who are  Administrator must perform both the ADP and ACP tests in a       NHCEs for the Plan Year; or (B) if it would result in a greater  given Plan Year, the Plan Administrator may perform the tests    Representative Contribution Rate than under clause (A), all of  and undertake correction of a failed test in any order that the  the ADP Participants who are NHCEs and who are employed by  Plan Administrator determines, with a view toward preserving     the Employer on the last day of the Plan Year.  Plan benefits, maximizing Employer Contributions in the Plan       versus Employee Contributions or Elective Deferrals, and                      (ii) ACP. The Plan's ACP Representative  minimizing forfeitures. Toward this end, the Plan Administrator  Contribution Rate is the lowest ACP Applicable Contribution  may treat an HCE's allocable share of Excess Aggregate           Rate of any ACP Participants who are NHCEs in a group  Contributions in the following priority: (a) first as attributable to consisting of: (A) any one-half of the ACP Participants who are  his/her Employee Contributions and Matching Contributions        NHCEs for the Plan Year; or (B) if it would result in a greater  thereon, if any; (b) then as attributable to Matching            Representative Contribution Rate than under clause (A), all of  Contributions allocable as to Excess Contributions determined    the ACP Participants who are NHCEs and who are employed by  under the ADP test such that the Plan Administrator distributes  the Employer on the last day of the Plan Year.  any Vested Excess Aggregate Contribution to reduce the amount      of Associated Matching Contribution subject to forfeiture                (b)  Definition of Applicable Contribution Rate.  (irrespective of vesting). See Section 3.07(B)(1) as to testing or   re-testing related to forfeiture allocations. To the extent that              (i) ADP. The Applicable Contribution Rate of  distributed Excess Aggregate Contributions include Elective      an ADP Participant who is an NHCE for the ADP test is the sum  Deferrals, and the Participant in that Testing Year made both    of the NHCE's QNECs and QMACs used in the ADP test,  Pre-Tax Deferrals and Roth Deferrals, the ordering rules under   divided by the NHCE's Compensation.  Sections 4.10(A)(9) and 4.10(B)(8)(c) apply.                                                                                                     (ii) ACP. The Applicable Contribution Rate of       (11) Vesting/Forfeiture of non-Vested Excess                an ACP Participant who is an NHCE for the ACP test is the sum  Aggregates. To the extent an HCE's Excess Aggregate              of the NHCE's Matching Contributions and QNECs used in the  Contributions are attributable to Matching Contributions, and    ACP test, divided by the NHCE's Compensation.  he/she is not 100% Vested in his/her Matching Contribution         Account, the Plan Administrator will distribute only the Vested          (c)  QNEC in ACP test. The Plan Administrator may  portion and will forfeit the non-Vested portion. The Vested      not use in the ADP test or take into account in determining the  portion of the HCE's Excess Aggregate Contributions              Plan's Representative Contribution Rate, any QNEC the Plan  attributable to Employer Matching Contributions is the total     Administrator applies to the ACP test.  amount of such Excess Aggregate Contributions (as adjusted for     allocable income) multiplied by his/her Vested percentage                (d)  Prevailing Wage Contribution.  (determined as of the last day of the Plan Year for which the    Notwithstanding Section 4.10(D)(1), the Plan Administrator  Employer made the Matching Contribution).                        may count in the ADP test QNECs which are Prevailing Wage                                                                   Contributions to the extent that such QNECs do not exceed 10%       (12) Treatment as Annual Addition. Distributed Excess       of Compensation. The Plan Administrator also may count in the  Aggregate Contributions are Annual Additions under Sections      ACP test a QNEC which is a Prevailing Wage Contribution up  4.01 through 4.05 in the Limitation Year in which such amounts   to an additional 10% of Compensation, such that the combined  were allocated.                                                  QNEC amount does not exceed 20% of Compensation and not                                                                   more than 10% in either test.  (D)  QNEC, Matching and QMAC Targeting Restrictions.               The Plan Administrator in performing the ADP or ACP tests            (2) Matching Contribution targeting rules. The Plan  may not include in the tests any impermissibly targeted QNEC     Administrator may include in the ACP test only such Matching  or Matching Contribution as described in this Section 4.10(D).   Contribution amounts (including QMACs) as are not  These targeting restrictions apply to Matching Contributions, to impermissibly targeted. A Matching Contribution is  Plan-Designated and Operational QNECs and to                     impermissibly targeted if the Matching Contribution amount  Plan-Designated and Operational QMACs. The Employer will         allocated to any NHCE exceeds the greatest of: (i) 5% of                                                                   Compensation; (ii) the amount of the NHCE's Elective     © 2014 Great-West Trust Company, LLC or its suppliers                                                             49  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Deferrals; or (iii) the product of 2 times the Plan's                (1) Excess Deferrals. For purposes of making a  Representative Matching Rate and the NHCE's Elective             distribution of Excess Deferrals pursuant to Section 4.10(A),  Deferrals for the Plan Year.                                     Allocable Income means Earnings allocable to the Excess                                                                   Deferrals for the Taxable Year in which the Participant made the           (a) Definition of Representative Matching Rate.         Excess Deferral. The Plan Administrator also will distribute Gap  The Plan's Representative Matching Rate is the lowest Matching   Period income with respect to Excess Deferrals in Taxable  Rate for any ACP Participants who are NHCEs in a group           Years which began during 2007, if the Plan Administrator in  consisting of: (i) any one-half of the ACP Participant NHCEs     accordance with the Plan terms otherwise would allocate the  who make Elective Deferrals for the Plan Year; or if it would    Gap Period Allocable Income to the Participant's Account. The  result in a greater Representative Matching Rate, (ii) all of the Plan Administrator will not calculate and distribute Gap Period  ACP Participant NHCEs who make Elective Deferrals for the        income with respect to Excess Deferrals made in Taxable Years  Plan Year and who are employed by the Employer on the last       which begin after December 31, 2007.  day of the Plan Year.                                                                                                                       (a)  Reasonable or alternative (pro rata) method.           (b) Definition of Matching Rate. The Matching           To calculate such Allocable Income for the Taxable Year, the  Rate for an NHCE is the NHCE's Matching Contributions            Plan Administrator will use: (i) a uniform and nondiscriminatory  divided by his/her Elective Deferrals; provided that if the      method which reasonably reflects the manner used by the Plan  Matching Rate is not the same for all levels of Elective         Administrator to allocate Earnings to Participants' Accounts; or  Deferrals, the Plan Administrator will determine each NHCE's     (ii) the "alternative method" under Treas. Reg.  Matching Rate by assuming an Elective Deferral equal to 6% of    §1.402(g)-1(e)(5)(iii). See Section 4.11(C)(2)(a) as to the  Compensation.                                                    alternative method except the Plan Administrator will apply                                                                   such modifications as are necessary to determine Taxable Year           (c) Employee Contributions. If the Plan permits         Allocable Income with respect to the Excess Deferrals.  Employee Contributions, the Plan Administrator will apply this     Section 4.10(D)(2) by adding together an NHCE's Employee                 (b)  Gap Period. To calculate Gap Period Allocable  Contributions and Elective Deferrals. If the Plan provides a     Income, the Plan Administrator may use either of the Section  Matching Contribution only as to Employee Contributions, the     4.11(C)(1)(a) methods, or may apply the "safe harbor method"  Plan Administrator will apply this Section 4.10(D)(2) by         under Treas. Reg. §1.402(g)-1(e)(5)(iv). See Section  substituting the Employee Contributions for Elective Deferrals.  4.11(C)(2)(b) as to the safe harbor method except the Plan                                                                   Administrator will apply such modifications as are necessary to       (3) Accrued fixed contributions. The Employer must          determine Gap Period Allocable Income with respect to the  contribute any accrued fixed contribution, even if any or all of Excess Deferrals. Under a reasonable method described in  such contribution is impermissibly targeted under this Section   Section 4.11(C)(1)(a), clause (i), the Plan Administrator may  4.10(D).                                                         determine the Allocable Income as of a date which is no more                                                                   than 7 days prior to the date of the corrective distribution.       4.11 DEFINITIONS: SECTIONS 4.06-4.10. For purposes            of Sections 4.06 through 4.10:                                       (2) Excess Contributions/Aggregates. For purposes of                                                                   making a distribution of Excess Contributions under Section  (A)  ACP Participant. ACP Participant means an Eligible          4.10(B) and Excess Aggregate Contributions under Section  Employee who has satisfied the eligibility requirements under    4.10(C), Allocable Income means Earnings allocable to such  Article II and the allocation conditions under Section 3.06      amounts. For Plan Years beginning on or after the final 401(k)  applicable to any Matching Contributions such that the           regulations effective date, and before January 1, 2008, the Plan  Participant would be entitled to a Matching Contribution         Administrator must calculate Allocable Income for the Testing  allocable to the Testing Year if he/she makes an Elective        Year and also for the Gap Period; provided that the Plan  Deferral. An ACP Participant also includes an Eligible           Administrator will calculate and distribute the Gap Period  Employee who has satisfied the eligibility requirements under    Allocable Income only if the Plan Administrator in accordance  Article II applicable to Employee Contributions and who has the  with the Plan terms otherwise would allocate the Gap Period  right at any time during the Testing Year to make Employee       Allocable Income to the Participant's Account. The Plan  Contributions. Any Employee with zero Compensation for the       Administrator will not calculate and distribute Gap Period  Testing Year is not an ACP Participant.                          income with respect to Excess Contributions or Excess                                                                   Aggregate Contributions made in Plan Years beginning after  (B)  ADP Participant. ADP Participant means an Eligible          December 31, 2007.  Employee who has satisfied the eligibility requirements under      Article II applicable to any Elective Deferrals and who has the          (a)  Reasonable or alternative (pro rata) method.  right at any time during the Testing Year to make Elective       To calculate such Allocable Income for the Testing Year, the  Deferrals. Any Employee with zero Compensation for the           Plan Administrator will use: (i) a uniform and nondiscriminatory  Testing Year is not an ADP Participant. A Participant is an ADP  method which reasonably reflects the manner used by the Plan  Participant even if he/she may not make Elective Deferrals for   Administrator to allocate Earnings to Participants' Accounts; or  all or any part of the Testing Year because of the Annual        (ii) the "alternative method" under Treas. Reg.  Additions Limit or suspension based on a hardship distribution   §§1.401(k)-2(b)(2)(iv)(C) and 1.401(m)-2(b)(2)(iv)(C). Under  under Section 6.07.                                              the alternative method, the Plan Administrator will determine                                                                   the Allocable Income for the Testing Year by multiplying the  (C)  Allocable Income. Allocable Income means as follows:        Testing Year income with respect to Participant's Excess                                                                   Contributions (or Excess Aggregate Contributions) by a fraction,                                                                   the numerator of which is the Participant's Excess Contributions     © 2014 Great-West Trust Company, LLC or its suppliers                                                             50  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (or Excess Aggregate Contributions) and the denominator of       (F) Gap Period. Gap Period means the period commencing on  which is the Participant's end of the Testing Year Account       the first day of the next Plan Year following the Testing Year  Balance attributable to Elective Deferrals (or Matching          and ending on the date the Plan Administrator distributes Excess  Contributions and Employee Contributions) and any other          Contributions or Excess Aggregate Contributions for the Testing  amounts included in the ADP test (or ACP test), but              Year. As to Excess Deferrals, Gap Period means the period  disregarding Earnings on such amounts for the Testing Year.      commencing on the first day of the next Taxable Year following                                                                   the Taxable Year in which the Participant made the Excess           (b) Gap Period. To calculate Gap Period Allocable       Deferrals and ending on the date the Plan Administrator  Income, the Plan Administrator may use either of the Section     distributes the Excess Deferrals.  4.11(C)(2)(a) "reasonable method" or "alternative method" (but     as modified to include the Gap Period), or may apply the "safe   (G) HCE Group. HCE Group means the group of ADP  harbor method" under Treas. Reg. §§1.401(k)-2(b)(2)(iv)(D) and   Participants or ACP Participants (as the context requires) who  1.401(m)-2(b)(2)(iv)(D). Under the safe harbor method, the Gap   are HCEs for the Testing Year.  Period Allocable Income is equal to 10% of the Testing Year        income determined under the alternative method, multiplied by    (H) NHCE Group. NHCE Group means the group of ADP  the number of calendar months in the Gap Period. If a corrective Participants or ACP Participants (as the context requires) who  distribution is made on or before the 15th day of a month, that  are NHCEs for the Testing Year, or for the immediately prior  month is disregarded in determining the number of months in      Plan Year under Prior Year Testing, except as the Testing Year  the Gap Period. If the corrective distribution is made after the may apply in the first Plan Year, in accordance with Sections  15th day of the month, that month is included in such            4.10(B)(4)(f)(iv) or 4.10(C)(5)(e)(iv).  calculation. Under a reasonable method described in Section        4.11(C)(2)(a), clause (i), the Plan Administrator may determine  (I) Prior Year Testing. Prior Year Testing means for  the Allocable Income as of a date which is no more than 7 days   purposes of the ADP test described in Section 4.10(B) and the  prior to the date of the corrective distribution.                ACP test described in Section 4.10(C), the use of data from the                                                                   Plan Year immediately prior to the Testing Year in determining  (D)  Compensation. Compensation means, except as otherwise       the ADP or ACP for the NHCE Group, unless the first Plan Year  provided in this Article IV, Compensation as defined for         provisions of Sections 4.10(B)(4)(f)(iv) or 4.10(C)(5)(e)(iv)  nondiscrimination purposes in Section 1.11(F).                   apply.                                                                     (E)  Current Year Testing. Current Year Testing means for        (J) Testing Year. Testing Year means the Plan Year for which  purposes of the ADP test described in Section 4.10(B) and the    the Plan Administrator is performing coverage or  ACP test described in Section 4.10(C), the use of data from the  nondiscrimination testing including the ADP test or the ACP  Testing Year in determining the ADP or ACP for the NHCE          test.  Group.                                                                   © 2014 Great-West Trust Company, LLC or its suppliers                                                             51  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE V                                                          VESTING         5.01 NORMAL/EARLY RETIREMENT AGE. The                       December 31, 2006; and (iii) regardless of when the  Employer in its Adoption Agreement must specify the Plan's       Contributions under (i) or (ii) were made.  Normal Retirement Age of at least age 55. If the Employer fails    to specify the Plan's Normal Retirement Age in its Adoption          (2) Possible non-top-heavy schedule and overrides as  Agreement, the Employer is deemed to have elected age 65 as      to application of top-heavy schedule. Notwithstanding Section  the Plan's Normal Retirement Age. The Employer in its            5.03(A)(1), the Employer in Appendix B may elect to apply a  Adoption Agreement may specify an Early Retirement Age. A        non-top-heavy vesting schedule in Plan Years in which the Plan  Participant's Account Balance derived from Employer              is not top-heavy. The Employer also may elect to override the  contributions is 100% Vested upon and after his/her attaining    application of top-heavy vesting schedules under Section  Normal Retirement Age (or if applicable, Early Retirement Age)   5.03(A)(1). Specifically, the Employer: (i) may elect to apply  if the Participant is employed by the Employer on or after that  the top-heavy vesting schedule only to Regular Matching  date and regardless of the Participant's Years of Service for    Contributions and Additional Matching Contributions made in  vesting or the Employer's Adoption Agreement elected vesting     Plan Years beginning after December 31, 2001, and to the  schedules.                                                       associated Earnings; and (ii) may elect to apply top-heavy                                                                   vesting to the affected Matching Contributions for all  (A)  Pension Plans. If the Plan is a Money Purchase Pension      Participants even if they do not have one Hour of Service in a  Plan, effective as of the first Plan Year beginning after June 30, Plan Year beginning after December 31, 2001; (iii) may elect to  2008, the Employer in its Adoption Agreement must elect a        apply the top-heavy vesting schedule only to non-Matching  Normal Retirement Age of at least age 62; provided that the      Contributions made in Plan Years beginning after December 31,  Employer may designate a lower age, not less than age 55, if     2006, and to the associated Earnings; and/or (iv) may elect to  that age is reasonably representative of the typical retirement  apply top-heavy vesting to the affected non-Matching  age for the industry in which the covered workforce is           Contributions for all Participants even if they do not have one  employed.                                                        Hour of Service in a Plan Year beginning after December 31,                                                                   2006.       5.02 PARTICIPANT DEATH OR DISABILITY. The                     Employer must elect in its Adoption Agreement whether a                  (a)  Election of schedule once Plan is top-heavy. If  Participant's Account Balance derived from Employer              the Employer elects in Appendix B to apply a non-top-heavy  Contributions is 100% Vested if the Participant's Separation     vesting schedule as permitted, in the event that the Plan becomes  from Service is a result of his/her death or Disability.         top-heavy and then later becomes non-top-heavy, the Employer                                                                   must further elect whether the Plan will continue to apply the       5.03 VESTING SCHEDULE.                                      top-heavy schedule or to return to the elected non-top-heavy                                                                   schedule commencing in the non-top-heavy Plan Year.  (A)  General. Except as provided in Sections 5.01 and 5.02, or     unless the Employer in its Adoption Agreement elects                 (3) Election of different schedules. The Employer in its  immediate vesting, for each Year of Service as described in      Adoption Agreement must elect whether the Plan will apply the  Section 5.05, a Participant's Vested percentage of his/her       same vesting schedule or a different vesting schedule to  Account Balance derived from Nonelective Contributions,          Employer Contributions (other than Matching Contributions),  Regular Matching Contributions, Additional Matching              Regular Matching Contributions and Additional Matching  Contributions, QACA Safe Harbor Contributions, or Money          Contributions.  Purchase Pension Contributions equals the percentage under the     appropriate vesting schedule the Employer has elected in its         (4) Top-heavy default schedule. If the Employer elects a  Adoption Agreement. For purposes of this Section 5.03 and the    non-compliant top-heavy schedule, the Plan Administrator will  corresponding Appendix B elections, "top-heavy vesting           apply a top-heavy schedule under the Plan which most closely  schedule" means a vesting schedule at least as rapid as a 6-year approximates the Employer's elected schedule (graded or cliff).  graded schedule or a 3-year cliff schedule. Any vesting schedule   which is not a top-heavy vesting schedule is a "non-top-heavy        (5) QACA vesting schedule. The Employer in its  schedule."                                                       Adoption Agreement as to QACA Safe Harbor Contributions                                                                   will elect either: (a) 100% immediate vesting; or (b) any other       (1) Top-heavy schedule. If the Employer in it Adoption      vesting schedule under which a Participant will become 100%  Agreement elects to apply a vesting schedule, it must elect a    Vested after not more than 2 Years of Service.  top-heavy vesting schedule as to the Regular Matching              Contributions, Additional Matching Contributions and all other   (B) Vesting Schedules. For purposes of the Employer's  (non-Matching) Employer Contributions, except QACA Safe          elections under its Adoption Agreement, "2 year cliff," "6-year  Harbor Contributions under Section 5.03(A)(5) or fully vested    graded," "3-year cliff," "7-year graded" or "5-year cliff" means  contributions under Section 5.03(E). The top-heavy vesting       an Employee's Vested percentage, based on each included Year  schedule(s) the Employer elects in its Adoption Agreement        of Service (as the Employer elects in its Adoption Agreement),  applies to: (i) all Regular Matching Contributions Accounts and  under the following applicable schedule:  Additional Matching Contributions Accounts of all Participants  who have at least one Hour of Service in a Plan Year beginning  after December 31, 2001; (ii) all other (non-Matching)  Employer Contribution Accounts of all Participants who have at  least one Hour of Service in a Plan Year beginning after     © 2014 Great-West Trust Company, LLC or its suppliers                                                             52  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             Contributions), SIMPLE Contributions, Rollover Contributions,     6-year graded                   7-year graded                 DECs and Designated IRA Contributions. A Participant has a                                                                   100% Vested interest at all times in his/her Account attributable     0-1 year / 0%                  0-2 years / 0%                 to Prevailing Wage Contributions.     2 years / 20%                   3 years / 20%                      3 years / 40%                   4 years / 40%                 (F) Mergers/Transfers. A merger or other Transfer of assets     4 years / 60%                   5 years / 60%                 from another Defined Contribution Plan to this Plan does not     5 years / 80%                   6 years / 80%                 result, solely by reason of the merger or Transfer, in 100%    6 years / 100%                  7 years / 100%                 vesting of the merged or transferred assets. The Plan                                                                   Administrator operationally and on a uniform and     2-year cliff                                                  nondiscriminatory basis will determine in the case of a merger                                                                   or other Transfer to the Plan whether: (1) to vest immediately all     0-1 year/0%                                                   transferred assets; (2) to vest the transferred assets in accordance     2 years/100%                                                  with the Plan's vesting schedule applicable to the Contribution                                                                   Type being transferred but subject to the requirements of     3-year cliff                    5-year cliff                  Section 5.08; or (3) to vest the transferred assets in accordance                                                                   with the transferor plan's vesting schedule(s) applicable to the     0-2 years / 0%                 0-4 years / 0%                 Contribution Types being transferred, as such schedules existed     3 years / 100%                 5 years / 100%                 on the date of the Transfer. The Employer may elect to record                                                                   such information in its Adoption Agreement as a special vesting  (C)  "Grossed-Up" Vesting Formula. If the Trustee makes a        election.  distribution (other than a Cash-Out Distribution described in      Section 5.04) to a Participant from an Account which is not fully    5.04 CASH-OUT DISTRIBUTION/POSSIBLE  Vested, and the Participant has not incurred a Forfeiture Break  RESTORATION.  in Service, the provisions of this Section 5.03(C) apply to the    Participant's Account Balance.                                   (A) Effect of Cash-Out Distribution. If a Partially-Vested                                                                   Participant receives a Cash-Out Distribution before he/she       (1) Separate Account/formula. The Plan Administrator        incurs a Forfeiture Break in Service the Participant will incur an  will establish a separate account for the Participant's Account  immediate forfeiture of the non-Vested portion of his/her  Balance at the time of the distribution. At any relevant time    Account Balance.  following the distribution, the Plan Administrator will determine   the Participant's Vested Account Balance in such separate            (1) Definition of Partially-Vested Participant. A  account derived from Employer Contributions in accordance        Partially-Vested Participant is a Participant whose Vested  with the following formula: P(AB + D) - D. To apply this         percentage determined under Section 5.03 in any Account is less  formula, "P" is the Participant's current vesting percentage at the than 100%, who is not a 0% Vested Participant as defined  relevant time, "AB" is the Participant's Employer-derived        below.  Account Balance at the relevant time and "D" is the amount of      the earlier distribution. If, under a Restated Plan, the Plan has    (2) Definition of Cash-Out Distribution. A Cash-Out  made distribution to a partially-Vested Participant prior to its Distribution is a distribution to the Participant or a Direct  restated Effective Date and is unable to apply the cash-out      Rollover for the Participant (whether a Mandatory Distribution  provisions of Section 5.04 to that prior distribution, this special or a Distribution Requiring Consent as described in Article VI),  vesting formula also applies to that Participant's remaining     of his/her entire Vested Account Balance (including Elective  Account Balance.                                                 Deferrals and Employee Contributions if any) due to the                                                                   Participant's Separation from Service or Severance from       (2) Alternative formula. The Employer, in Appendix B,       Employment.  may elect to modify this formula to read as follows: P(AB + (R     x D)) - (R x D). For purposes of this alternative formula, "R" is    (3) Allocation in Cash-Out Year. If a Partially-Vested  the ratio of "AB" to the Participant's Employer-derived Account  Participant's Account is entitled to an allocation of Employer  Balance immediately following the earlier distribution.          Contributions or Participant forfeitures for the Plan Year in                                                                   which he/she otherwise would incur a forfeiture by reason of a       (3) Application to Contribution Type. If a Participant      Cash-Out Distribution, the Plan Administrator will make the  will receive a distribution from a particular Contribution Type, additional allocation of Employer Contributions and forfeitures  the Plan Administrator in applying this Section 5.03(C) will     without regard to whether the Participant previously received a  determine the Participant's Vested Account Balance for the       Cash-Out Distribution; provided, that the Plan Administrator, in  Participant's Contribution Type separately.                      accordance with Section 3.07(D), will not allocate to such                                                                   Participant any of his/her own forfeiture resulting from the  (D)  Special Vesting Elections. The Employer in its Adoption     Cash-Out Distribution.  Agreement may elect other specified vesting provisions which       are consistent with Code §411.                                   (B) Forfeiture Restoration and Conditions for Restoration.                                                                   A partially-Vested Participant re-employed by the Employer  (E)  Fully Vested Amounts. A Participant has a 100% Vested       after receiving a Cash-Out Distribution of the Vested percentage  interest at all times in his/her Accounts attributable to Elective of his/her Account Balance may repay to the Trust the entire  Deferrals, Employee Contributions, QNECs, QMACs, Safe            amount of the Cash-Out Distribution (including Elective  Harbor Contributions (except as the Employer otherwise elects    Deferrals and Employee Contributions if any) without any  in its Adoption Agreement as to QACA Safe Harbor     © 2014 Great-West Trust Company, LLC or its suppliers                                                             53  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            adjustment for Earnings, unless the Participant no longer has a      (6) Multiple restorations. If, for a particular Plan Year,  right to restoration under this Section 5.04(B).                 the Plan Administrator must restore the Account Balance of                                                                   more than one re-employed Participant, the Plan Administrator       (1) Restoration. If a re-employed Participant repays        will make the restoration allocations from the amounts described  his/her Cash-Out Distribution, the Plan Administrator, subject to in Section 5.04(B)(5), clauses (a), (b) and (c) to each such  the conditions of this Section 5.04(B), must restore the         Participant's Account in the same proportion that a Participant's  Participant's Account Balance to the same dollar amount as the   restored amount for the Plan Year bears to the restored amount  dollar amount of his/her Account Balance on the Accounting       for the Plan Year of all re-employed Participants.  Date, or other Valuation Date, immediately preceding the date      of the Cash-Out Distribution, unadjusted for any Earnings            (7) Employer must make-up shortfall. To the extent the  occurring subsequent to that Accounting Date (and prior to the   amounts described in Section 5.04(B)(5) are insufficient to  Participant's repayment or the Employer's restoration) or other  enable the Plan Administrator to make the required restoration,  Valuation Date.                                                  the Employer must contribute, without regard to any                                                                   requirement or condition of Article III, the additional amount       (2) Source of repayment. A re-employed Participant may      necessary to enable the Plan Administrator to make the required  make repayment from any source, including an IRA Rollover        restoration.  Contribution.                                                                                                                           (8) Not an Annual Addition. A cash-out restoration       (3) No restoration. The Plan Administrator will not         allocation is not an Annual Addition under Article IV.  restore a re-employed Participant's Account Balance under this     Section 5.04 (B) if:                                             (C) Deemed Cash-Out of 0% Vested Participant. Except as                                                                   the Employer may elect in Appendix B, the "deemed cash-out           (a) 5 Years. 5 years have elapsed since the             rule" of this Section 5.04(C) applies to any 0% Vested  Participant's first re-employment date with the Employer         Participant. Under a deemed cash-out, a Participant does not  following the Cash-Out Distribution;                             receive an actual Plan distribution but the Plan Administrator                                                                   treats the Participant as having received an actual Cash-Out           (b) Not employed. The Employer does not employ          Distribution.  the Participant on the date the Participant repays his/her         Cash-Out Distribution; or                                            (1) Definition of 0% Vested Participant. A Participant                                                                   is not 0% Vested if, at the time that the Plan Administrator           (c) Forfeiture Break. The Participant has incurred a    applies the deemed cash-out rule: (i) the Participant has any  Forfeiture Break in Service. This condition also applies if the  existing Account Balance attributable to Elective Deferrals,  Participant makes repayment within the Plan Year in which        Employee Contributions, Safe Harbor Contributions, Prevailing  he/she incurs the Forfeiture Break in Service and that Forfeiture Wage Contributions, Rollover Contributions, QNECs, QMACs  Break in Service would result in a complete forfeiture of the    or DECs; or (ii) the Participant has any vesting in accordance  amount the Plan Administrator otherwise would restore.           with the vesting schedule applicable to any other Contribution                                                                   Type with a positive (non-zero) balance in that Account. A       (4) Restoration timing. If none of the conditions in        Participant is 0% Vested if the Participant is eligible to make or  Section 5.04(B)(3) preventing restoration of the Participant's   to receive any of the contributions described in clause (i) above,  Account Balance apply, the Plan Administrator will restore the   but has not made or received such contributions and if the  Participant's Account Balance as of the Plan Year Accounting     Participant has no vesting or no Account Balance as to  Date coincident with or immediately following the repayment.     Contribution Types described in clause (ii) above.                                                                          (5) Source of restoration. To restore the Participant's         (2) If not entitled to allocation. If a 0% Vested  Account Balance, the Plan Administrator, to the extent           Participant's Account is not entitled to an allocation of Employer  necessary, will allocate to the Participant's Account:           Contributions for the Plan Year in which the Participant has a                                                                   Severance from Employment, the Plan Administrator will apply           (a) Forfeitures. First, from the amount, if any, of     the deemed cash-out rule as if the 0% Vested Participant  Participant forfeitures the Plan Administrator otherwise would   received a Cash-Out Distribution on the date of the Participant's  allocate in that Plan Year under Section 3.07;                   Severance from Employment.                                                                              (b) Earnings. Second, from the amount, if any, of           (3) If entitled to allocation. If a 0% Vested Participant's  the Earnings for the Plan Year, except to the extent Earnings are Account is entitled to an allocation of Employer contributions or  allocable to specific Participant-Directed Accounts under        Participant forfeitures for the Plan Year in which the Participant  Section 7.04(A)(2)(b); and                                       has a Severance from Employment, the Plan Administrator will                                                                   apply the deemed cash-out rule as if the 0% Vested Participant           (c) Employer Contribution. Third, from the amount       received a Cash-Out Distribution on the first day of the first Plan  of a discretionary Employer Contribution for the Plan Year.      Year beginning after his/her Severance from Employment.                                                                              The Employer in Appendix B may eliminate as a               (4) Timing of "deemed repayment." For purposes of  source of restoration any of the amounts described in clauses (a), applying the restoration provisions of this Section 5.04, the Plan  (b), and (c) or may change the order of priority of these        Administrator will treat a re-employed 0% Vested Participant as  amounts.                                                         repaying his/her cash-out "distribution" on the date of the                                                                   Participant's re-employment with the Employer.                                                                        © 2014 Great-West Trust Company, LLC or its suppliers                                                             54  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (5) Pension plans. If the Plan is a Money Purchase            Pension Plan, all references in this Section 5.04(C) to              (1) Forfeiture Break in Service; Cash-Out. For the sole  "Severance from Employment" mean "Separation from Service."      purpose of determining a Participant's Vested percentage of                                                                   his/her Account Balance derived from Employer Contributions  (D)  Accounting for Cash-Out Repayment.                          which accrued for his/her benefit prior to a Forfeiture Break in                                                                   Service or receipt of a Cash-Out Distribution, the Plan       (1) Pending restoration. As soon as is administratively     disregards any Year of Service after the Participant first incurs a  practicable, the Plan Administrator will credit to the Participant's Forfeiture Break in Service or receives a Cash-Out Distribution  Account the Cash-Out Distribution amount a Participant has       (except where the Plan Administrator restores the Participant's  repaid to the Plan. Pending the restoration of the Participant's Account under Section 5.04(B)).  Account Balance, the Plan Administrator under Section              7.04(A)(2)(c) may direct the Trustee to place the Participant's      (2) Rule of parity and one-year hold-out rule. If the  Cash-Out Distribution repayment in a Segregated Account.         rule of parity under Section 5.06(C) or the one-year hold-out                                                                   rule under Section 5.06(D) applies, the Plan disregards pre-break       (2) Accounting by contribution source. The Plan             Service as described therein.  Administrator will account for a Participant's restored balance    by treating the Account as consisting of the same Contribution       (3) Other exclusions. Consistent with Code §411(a)(4),  Types and amounts as existed on the date of the Cash-Out         any Year of Service the Employer elects to exclude under its  Distribution. The Employer in Appendix B may elect an            Adoption Agreement, including Service during any period for  alternative accounting for a restored Account, either under the  which the Employer did not maintain the Plan or a Predecessor  "nonelective rule" or under the "rollover rule." Under the       Plan. See Section 1.46(B).  nonelective rule, the Plan Administrator will treat the portion of   the Participant's restored balance attributable to the Participant's (D) Elapsed Time. If the Employer in its Adoption Agreement  cash-out repayment as a Nonelective Contribution (or other       elects to apply the Elapsed Time Method in applying the Plan's  Employer Contributions as applicable) for purposes of any        vesting schedule, the Plan Administrator will credit Service in  subsequent distribution. Under the rollover rule, the Plan       accordance with Section 1.32(A)(3).  Administrator will treat the portion of the Participant's restored   balance attributable to the Participant's cash-out repayment as a    5.06 BREAK IN SERVICE AND FORFEITURE BREAK  Rollover Contribution for purposes of any subsequent             IN SERVICE - VESTING.  distribution; provided however that if the cash-out repayment      does not qualify as a Rollover Contribution or if the Plan does  (A) Definition of Break in Service. For purposes of this  not permit Rollover Contributions, the Plan Administrator will   Article V, a Participant incurs a Break in Service if during any  apply the nonelective rule. Under either the nonelective rule or Vesting Computation Period he/she does not complete more  the rollover rule the portion of the Participant's restored balance than 500 Hours of Service. If the Plan applies the Elapsed Time  attributable to the Plan Administrator's restoration under Section Method of crediting Service, a Participant incurs a Break in  5.04(B)(1), consists of the same Contribution Types and          Service if the Participant has a Period of Severance of at least 12  amounts as existed as of the date of the Cash-out Distribution.  consecutive months. If, pursuant to Section 5.05(A), the Plan                                                                   does not require more than 500 Hours of Service to receive       (3) Return if failed repayment. Unless the cash-out         credit for a Year of Service, a Participant incurs a Break in  repayment qualifies as a Participant Rollover Contribution, the  Service in a Vesting Computation Period in which he/she fails to  Plan Administrator will direct the Trustee to repay to the       complete a Year of Service.  Participant as soon as is administratively practicable, the full   amount of the Participant's Cash-Out Distribution repayment if   (B) Definition of Forfeiture Break in Service. A Participant  the Plan Administrator determines any of the conditions of       incurs a Forfeiture Break in Service when he/she incurs 5  Section 5.04(B)(3) prevents restoration as of the applicable     consecutive Breaks in Service.  Accounting Date, notwithstanding the Participant's repayment.                                                                       (C) Rule of Parity-Vesting. The Employer in its Adoption       5.05 YEAR OF SERVICE - VESTING.                             Agreement may elect to apply the "rule of parity" under Code                                                                   §411(a)(6)(D) for purposes of determining vesting Years of  (A)  Definition of Year of Service. A Year of Service, for       Service. Under the rule of parity, the Plan Administrator  purposes of determining a Participant's vesting under Section    excludes a Participant's Years of Service before a Break in  5.03, means the Vesting Computation Period during which an       Service if: (1) the number of the Participant's consecutive  Employee completes the number of Hours of Service (not           Breaks in Service equals or exceeds 5; and (2) the Participant is  exceeding 1,000) the Employer specifies in its Adoption          0% Vested in his/her Account Balance (as described under  Agreement, without regard to whether the Employer continues      Section 5.04(C)(1)) at the time he/she has the Breaks in Service.  to employ the Employee during the entire Vesting Computation       Period.                                                          (D) One-Year Hold-out Rule-Vesting. The "one-year hold-out                                                                   rule" under Code §411(a)(6)(B) will not apply to this Article V  (B)  Definition of Vesting Computation Period. A Vesting         unless the Employer elects otherwise in Appendix B. If the  Computation Period is a 12-consecutive month period the          one-year hold-out rule applies, an Employee who has a one-year  Employer elects in its Adoption Agreement.                       Break in Service will not be credited for vesting purposes with                                                                   any Years of Service earned before such one-year Break in  (C)  Counting Years of Service. For purposes of a Participant's  Service, until the Employee has completed a Year of Service  vesting in the Plan, the Plan counts all of an Employee's Years  after the one-year Break in Service.  of Service except:                                                    © 2014 Great-West Trust Company, LLC or its suppliers                                                             55  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 5.07 FORFEITURE OCCURS.                                     under the pre-amendment vesting schedule with respect to the                                                                   Participant's pre-amendment Account Balance.  (A)  Timing. A Participant's forfeiture of his/her non-Vested      Account Balance derived from Employer Contributions occurs       (B) Hour of Service Required. Except as the Plan otherwise  under the Plan on the earlier of:                                expressly provides, an amended vesting schedule will apply to a                                                                   Participant only if the Participant receives credit for at least one       (1) Forfeiture Break. The last day of the Vesting           Hour of Service after the new vesting schedule becomes  Computation Period in which the Participant first incurs a       effective.  Forfeiture Break in Service; or                                                                                                     (C) Election. If the Employer amends the Plan's vesting       (2) Cash-Out. The date the Participant receives a           schedule, each Participant having completed at least 3 Years of  Cash-Out Distribution.                                           Service (as described in Section 5.05) with the Employer prior                                                                   to the expiration of the election period described below, may  (B)  Vesting Schedule/Lost Participants. The Plan                elect irrevocably to have the Plan Administrator determine the  Administrator determines the percentage of a Participant's       Vested percentage of his/her Account Balance without regard to  Account Balance forfeiture, if any, under this Section 5.07      the amendment.  solely by reference to the vesting schedule the Employer elected   in its Adoption Agreement. A Participant does not forfeit any        (1) Notice of amendment. The Plan Administrator will  portion of his/her Account Balance for any other reason or cause forward an appropriate notice of any amendment to the vesting  except as expressly provided by this Section 5.07 or as provided schedule to each affected Participant, together with the  under Sections 3.07 or 7.07.                                     appropriate form upon which the Participant may make an                                                                   election to remain under the pre-amendment vesting schedule       5.08 AMENDMENT TO VESTING SCHEDULE. The                     and notice of the time within which the Participant must make  Employer under Section 11.02 may amend the Plan's vesting        an election to remain under the pre-amendment vesting  schedule(s) under Section 5.03 at any time, subject to this      schedule.  Section 5.08. For purposes of this Section 5.08, an amendment      to the vesting schedule includes any Plan amendment which            (2) Election timing. The Participant must file his/her  directly or indirectly affects the computation of the Vested     election with the Plan Administrator within 60 days of the latest  percentage of a Participant's Account Balance. In addition, any  of: (a) the Employer's adoption of the amendment; (b) the  shift in the Plan's vesting schedule under Article X, due to a   effective date of the amendment; or (c) the Participant's receipt  change in the Plan's top-heavy status, is an amendment to the    of a notice of the amendment.  vesting schedule for purposes of this Section 5.08.                                                                                     (3) No election if no adverse effect. The election  (A)  No Reduction. The Plan Administrator will not apply the     described in this Section 5.08(C) does not apply to a Participant  amended vesting schedule to reduce any Participant's existing    if the amended vesting schedule provides for vesting at least as  Vested percentage (determined on the later of the date the       rapid at any time as the vesting schedule in effect prior to the  Employer adopts the amendment, or the date the amendment         amendment.  becomes effective) in the Participant's existing (pre-amendment)   and future Account Balance attributable to Employer                  5.09 EMPLOYEE CONTRIBUTIONS. A Participant who  Contributions, to a percentage less than the Vested percentage   is either fully or partially vested in his or her Employer  computed under the Plan without regard to the amendment.         Contributions will not forfeit any of those contributions merely  Furthermore, the Plan Administrator will not apply the amended   as the result of a distribution of all or any portion of the  vesting schedule to affect adversely a Participant's Vesting     Participant's Employee Contributions.                                                                         © 2014 Great-West Trust Company, LLC or its suppliers                                                             56  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE VI                                                      DISTRIBUTIONS         6.01 TIMING OF DISTRIBUTION. The Plan                               (b) Distribution of Mandatory Distribution before  Administrator will direct the Trustee to commence distribution   62/NRA; method and timing. If a Participant will receive a  of a Participant's Vested Account Balance in accordance with     Mandatory Distribution before attaining the later of age 62 or  this Section 6.01 upon the Participant's Separation from Service Normal Retirement Age, the Plan Administrator will direct the  (or Severance from Employment) for any reason, upon the          Trustee to distribute the Mandatory Distribution to the  Participant's death, or if the Participant exercises an In-Service Participant in a Lump-Sum (without regard to Section 6.04)  Distribution right under the Plan. The Trustee may make Plan     consisting of the Participant's entire Vested Account Balance  distributions on any administratively practical date during the  (including any Rollover Contribution Account even if the Plan  Plan Year, consistent with the Employer's elections in its       disregards a Rollover Contribution Account in determining  Adoption Agreement. For purposes of this Article VI, the Plan    Mandatory Distribution status). The Plan Administrator will  applies Severance from Employment in place of Separation from    direct the Trustee to make a Mandatory Distribution at the time  Service where distribution is of Restricted 401(k) Accounts.     the Employer elects in its Adoption Agreement, but in no event  Section 6.01(A) is controlling as to distribution of all Accounts later than the 60th day following the close of the Plan Year in  upon Separation from Service or Severance from Employment.       which: (i) the Participant attains Normal Retirement Age or age  Section 6.01(B) is controlling as to distribution of all Accounts 65 if earlier; or (ii) occurs the Participant's 10th anniversary of  upon death (whether death occurs before or after Separation      Plan participation, whichever is later. See Section 6.08(D)  from Service or Severance from Employment). Section 6.01(C)      regarding potential Automatic Rollover of Mandatory  applies only while a Participant remains employed by the         Distributions. The Plan Administrator, in accordance with  Employer and only to such Accounts described in the Plan and     Section 6.08(B) will give a rollover notice to a Participant who  as the Employer elects in its Adoption Agreement.                will receive a Mandatory Distribution. The notice will explain                                                                   the Automatic Rollover under Section 6.08(D) as applicable in  (A)  Distribution upon Separation from Service/Severance         the case of the Participant's failure to respond timely to the  from Employment (other than death).                              rollover notice.                                                                          (1) Mandatory Distributions. The Employer in its                    (c) Distribution of Mandatory Distribution if  Adoption Agreement will elect whether the Plan will make         62/NRA; method and timing.  Mandatory Distributions and will elect the timing of the           Mandatory Distribution. If the Employer elects no Mandatory                  (i)  Balance not exceeding $5,000. If a  Distributions, then all distributions are Distributions Requiring Participant will receive a Mandatory Distribution after attaining  Consent under Section 6.01(A)(2). The timing of any Mandatory    the later of age 62 or Normal Retirement Age, and the  Distribution must comply with Code §401(a)(14).                  Participant's Vested Account Balance (including any Rollover                                                                   Contributions Account) does not exceed $5,000 (or such lesser           (a) Definition of Mandatory Distribution. A             amount the Employer elects in Appendix B), the Plan  Mandatory Distribution is a Plan required distribution without   Administrator will direct the Trustee to distribute a Mandatory  the Participant's consent upon the Participant's Separation from Distribution to the Participant in a Lump-Sum (without regard to  Service. A Mandatory Distribution does not include a             Section 6.04) consisting of the Participant's entire Vested  distribution based on the Participant's death or on account of   Account Balance. The Plan Administrator will direct the Trustee  Plan termination.                                                to make a Mandatory Distribution at the time the Employer                                                                   elects in its Adoption Agreement, but not later than the 60th day               (i) Distribution after 62/NRA; unlimited            following the close of the Plan Year in which: (A) the  amount. A Mandatory Distribution in the case of a Participant    Participant incurs a Separation from Service; or (B) occurs the  who will receive the distribution after the Participant attains the Participant's 10th anniversary of Plan participation, whichever is  later of age 62 or Normal Retirement Age includes a distribution later.  of any amount.                                                                                                                                  (ii) Balance exceeds $5,000. If a Participant               (ii) Distribution before 62/NRA; amount limit       will receive a Mandatory Distribution after attaining the later of  and Rollovers. A Mandatory Distribution in the case of a         age 62 or Normal Retirement Age, and the Participant's Vested  Participant who will receive the distribution before the         Account Balance (including any Rollover Contributions  Participant attains the later of age 62 or Normal Retirement Age Account) exceeds $5,000 (or such lesser amount the Employer  may not exceed the amount (not exceeding $5,000) the             elects in Appendix B), the Participant may elect any method or  Employer elects in its Adoption Agreement. In applying the       form of distribution available under the Plan and the Plan  elected Mandatory Distribution amount, the Plan Administrator    Administrator in accordance with Section 6.01(A)(2)(c) will  will include or exclude a Participant's Rollover Contributions   provide the Participant with a distribution notice. If under  Account as the Employer elects in its Adoption Agreement. The    Section 6.01(A)(2)(f) the Plan permits a Participant receiving a  Plan Administrator will disregard accumulated DECs.              Distribution Requiring Consent to postpone distribution to any                                                                   specified date (not beyond the Participant's DCD as described in               (iii) Remaining Installments. A Mandatory           Section 6.02), a Participant receiving a Mandatory Distribution  Distribution does not include the remaining balance of any       under this Section 6.01(A)(1)(c)(ii) also may elect to postpone  Installment distribution (originally subject to Participant      distribution. If a Participant may not elect to postpone  consent), but where the remaining Account Balance presently is   distribution or fails to elect to postpone distribution, the Plan  less than the Mandatory Distribution amount.                     Administrator will direct the Trustee to distribute the                                                                   Participant's Account at the time the Employer elects in its     © 2014 Great-West Trust Company, LLC or its suppliers                                                             57  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Adoption Agreement, but not later than the 60th day following    administratively practical time which is earlier than 30 days  the close of the Plan Year in which: (A) the Participant incurs a following the Participant's receipt of the distribution notice, by  Separation from Service; or (B) occurs the Participant's 10th    waiving in writing the balance of the 30 days. However, if the  anniversary of Plan participation, whichever is later.           requirements of Section 6.04 apply, the Participant may not elect                                                                   to commence distribution during the 7 days immediately               (iii) Rollover notice but no Automatic              following the date of the Participant's receipt of the distribution  Rollover. The Plan Administrator, in accordance with Section     notice.  6.08(B) will give a rollover notice to a Participant who will      receive a Mandatory Distribution under this Section                      (f)  Election to postpone. A Participant eligible to  6.01(A)(1)(c). However, the Automatic Rollover under Section     receive a Distribution Requiring Consent prior to his/her  6.08(D), in the case of the Participant's failure to respond timely Annuity Starting Date, may elect to postpone distribution  to the rollover notice, does not apply under this Section        beyond the time the Employer has elected in its Adoption  6.01(A)(1)(c).                                                   Agreement, to any specified date including, but not beyond the                                                                   Participant's RBD as described in Section 6.02, unless the       (2) Distributions Requiring Consent.                        Employer, in its Adoption Agreement, specifically limits a                                                                   Participant's right to postpone distribution of his/her Account           (a) Definition of Distribution Requiring Consent.       Balance only to the later of the date the Participant attains age  A Distribution Requiring Consent is a distribution upon the      62 or Normal Retirement Age. The Plan Administrator will  Participant's Separation from Service other than on account of   reapply the notice and consent requirements of Section  death and which is not a Mandatory Distribution,                 6.01(A)(2) to any distribution a Participant postpones under this                                                                   Section 6.01(A)(2)(f).           (b) Distribution of Distribution Requiring                Consent. The Plan Administrator, subject to this Section                 (g)  No election/deemed elected distribution date.  6.01(A)(2) regarding Participant elections or the absence        In the absence of a Participant's consent and distribution election  thereof, will direct the Trustee to commence or make a           (as described in Sections 6.01(A)(2)(d) and (e)) or in the  Distribution Requiring Consent, at the time or times and in the  absence of the Participant's election under Section 6.01(A)(2)(f),  form the Adoption Agreement specifies.                           made prior to his/her Annuity Starting Date, to postpone                                                                   distribution, the Plan Administrator, consistent with the           (c) Distribution notice. At least 30 days and not       Employer's elections in its Adoption Agreement, will treat the  more than 180 days prior to the Participant's Annuity Starting   Participant as having elected (in accordance with the Treasury  Date, the Plan Administrator must provide a written distribution regulations under Code §§411 and 401(a)(14)) to postpone  notice (or a summary notice as permitted under Treasury          his/her distribution until the later of the date the Participant  regulations) to a Participant who is eligible to receive a       attains age 62 or Normal Retirement Age. At the applicable date,  Distribution Requiring Consent. The distribution notice must     the Plan Administrator then will direct the Trustee to distribute  explain the optional forms of benefit in the Plan, including the the Participant's Vested Account Balance in a Lump-Sum (or, if  material features and relative values of those options, and the  applicable, the annuity form of distribution required under  Participant's right to postpone distribution until the applicable Section 6.04). The provisions Section 6.01(A)(2)(e) regarding  date described in Section 6.01(A)(2)(f). The notice will describe reconsideration of distribution elections apply to any election or  the consequences of the Participant's failure to postpone the    deemed election in this Section 6.01(A)(2)(g).  distribution. Also see Section 6.08(B) for provisions relating to a   rollover notice.                                                         (h)  Definition of Annuity Starting Date. See                                                                   Section 1.06(A).           (d) Consent requirements. A Participant must              consent, in writing, following receipt of the distribution notice,   (3) Disability. If the Participant's Separation from Service  to any Distribution Requiring Consent. The Participant's spouse  is because of his/her Disability, except to the extent the  also must consent, in writing, to any distribution, for which    Employer elects in its Adoption Agreement to accelerate  Section 6.04 requires the spouse's consent. The consent          distribution, the Plan Administrator will direct the Trustee to  requirements of this Section 6.01(A)(2)(d) do not apply to       distribute the Participant's Vested Account Balance at the same  defaulted loans described in Section 7.06(C), to RMDs under      time and in the same form as if the Participant had incurred a  Section 6.02 or to corrective distributions under Article IV. See Separation from Service without Disability.  Section 11.05(D) as to consent requirements related to             distributions following Plan termination.                            (4) Determination of Vested Account Balance. For                                                                   purposes of the consent requirements under this Article VI and           (e) Distribution election/reconsideration. A            of determining whether a distribution is a Mandatory  Participant eligible to receive a Distribution Requiring Consent, Distribution, the Plan Administrator determines a Participant's  consistent with the Adoption Agreement and subject to Sections   Vested Account Balance as of the most recent Valuation Date  6.02, 6.03 and 6.04, may elect the time and method of            immediately prior to the distribution date, and takes into account  distribution of his/her Account (or portion thereof) following   the Participant's entire Account Balance, including Elective  receipt of the distribution notice. Unless the Plan Administrator Deferrals, but including or excluding the Participant's Rollover  in a distribution form, notice, or other Plan disclosure indicates Contributions Account as the Employer elects in its Adoption  otherwise, a Participant may reconsider his/her distribution     Agreement. The Plan Administrator in determining the  election at any time prior to the Annuity Starting Date and may  Participant's Vested Account Balance at the relevant time, will  elect to commence distribution as of any other distribution date disregard a Participant's Vested Account Balance existing on  permitted under the Plan or under the Adoption Agreement. A      any prior date, except as related to Installment distributions  Participant may elect to receive a distribution at any           under Section 6.01(A)(1)(a)(iii).     © 2014 Great-West Trust Company, LLC or its suppliers                                                             58  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                                     (b)  Other Conditions. The Employer in its Adoption       (5) Consent to Cash-Out Distribution/forfeiture. If a       Agreement may elect other conditions applicable to In-Service  Participant is partially Vested in his/her Account Balance, a    Distributions.  Participant's election under Section 6.01(A)(2) to receive         distribution prior to the Participant's incurring a Forfeiture Break  (3) Administration.  in Service, must be in the form of a Cash-Out Distribution.                                                                                 (a)  Participant election. A Participant must make       (6) Return to employment. A Participant may not             any permitted In-Service Distribution election under this Section  receive a distribution based on Separation from Service, or      6.01(C) in writing and on a form prescribed by the Plan  continue any Installment distribution based on a prior Separation Administrator which specifies the percentage or dollar amount  from Service, if, prior to the time the Trustee actually makes the of the distribution and the Participant's Contribution Type or  distribution, the Participant returns to employment with the     Account to which the election applies.  Employer.                                                                                                                                   (b)  Frequency, timing and method. If the Plan  (B)  Distribution upon Death. In the event of the Participant's  permits In-Service Distributions: (i) the Plan Administrator may  death (whether death occurs before or after Separation from      adopt a policy imposing frequency limitations or other  Service or Severance from Employment), the Plan Administrator    reasonable administrative conditions; and (ii) a Participant may  will direct the Trustee, in accordance with this Section 6.01(B) elect as many In-Service Distributions per Plan Year as the  to distribute to the Participant's Beneficiary the Participant's election form prescribed by the Plan Administrator allows, or as  Vested Account Balance remaining in the Trust at the time of     any In-Service Distribution policy permits, with a minimum of  the Participant's death.                                         one In-Service Distribution permitted each Plan Year. If the Plan                                                                   Administrator's form or policy does not specify the permitted       (1) Timing of commencement. The Plan Administrator          number of Plan Year In-Service Distributions, the number is not  must direct the Trustee to distribute or commence distribution of limited. The Trustee, as directed by the Plan Administrator and  the deceased Participant's Vested Account Balance following the  subject to Section 6.04, will distribute the amount(s) a  date on which the Plan Administrator receives notification of, or Participant elects, as soon as administratively practical after the  otherwise confirms, the Participant's death. The actual timing of Participant files his/her properly completed In-Service  distribution will be in accordance with: (a) the Employer's      Distribution election with the Plan Administrator. The Trustee  Adoption Agreement elections; (b) any Participant or             will distribute the Participant's remaining Account Balance in  Beneficiary permitted and timely made election under Section     accordance with the other provisions of this Article VI.  6.03(B); and (c) the Plan terms including Section 6.02.                                                                                 (4) Account restrictions.       (2) Distribution method. The Plan Administrator must          direct the Trustee to distribute or commence distribution of the         (a) Nonelective, Regular Matching, Additional  deceased Participant's Vested Account Balance under a method     Matching and SIMPLE Contribution distribution events.  which is in accordance with: (a) the Employer's Appendix B       The Employer in its Adoption Agreement may elect to permit an  elections; (b) any Participant or Beneficiary permitted and      In-Service Distribution of the Nonelective, Regular Matching,  timely made election under Section 6.03(B); and (c) the Plan     Additional Matching and SIMPLE Contribution Accounts upon  terms including Sections 6.02 and 6.04.                          a Participant's attainment of a stated age, based on a fixed                                                                   number of years or based upon some other specified event, such  (C)  In-Service Distribution. The Employer in its Adoption       as hardship under Section 6.07. Such Adoption Agreement  Agreement must elect the Participants' In-Service Distribution   elections include, but are not limited to, the following:  rights, if any. If the Employer elects to permit any In-Service    Distributions, the Employer will elect the eligible Contribution             (i)  Two year "seasoned" contributions. The  Type or Contribution Type Accounts and the age or other events   contributions which the Plan Administrator will distribute were  which entitle a Participant to an In-Service Distribution. An    made at least 2 years (or such other greater period as the  In-Service Distribution under this Section 6.01(C) is subject to Employer elects in its Adoption Agreement) prior to the date on  all provisions and limitations described herein and in Sections  which the distribution will occur. Such distributions may include  6.04 and 11.02(C)(3) as to Protected Benefits.                   Earnings on the "seasoned" contributions.                                                                          (1) Definition of In-Service Distribution. An In-Service                (ii) 60 months of participation. The Participant  distribution means distribution of a Participant's Account or any has been a Participant for at least 60 months (or for such other  portion thereof prior to his/her Separation from Service.        greater period as the Employer elects in its Adoption                                                                   Agreement) prior to the date on which the Plan Administrator       (2) Conditions.                                             will make the distribution. This election applies to all applicable                                                                   contributions, regardless of when made.           (a) Vesting. The Employer must elect in its               Adoption Agreement whether a partially-Vested Participant may            (b) 401(k) Plans.  receive an In-Service Distribution. If a Participant receives an   In-Service Distribution as to a partially-Vested Account, and the            (i)  Limitation. The Employer in its Adoption  Participant has not incurred a Forfeiture Break in Service, the  Agreement may elect to permit an In-Service Distribution of the  Plan Administrator will apply the vesting provisions of Section  Restricted 401(k) Accounts only upon a Participant's Disability,  5.03(C).                                                         attainment of age 59 1/2 (or any later age), hardship in                                                                   accordance with Section 6.07, and as a QRD. Also see Section                                                                   6.11 regarding deemed severance distributions.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             59  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             from a Money Purchase Pension Plan (or from a target benefit               (ii) Definition of Restricted 401(k) Accounts.      plan). In applying the Normal Retirement Age restriction in  A Participant's Restricted 401(k) Accounts are the Participant's Section 6.01(C)(4)(c), the plan is subject to the limitations of  Elective Deferral Account, QNEC Account, QMAC Account            Section 5.01(A). This limitation applies only to such transferred  and Safe Harbor Contributions Account.                           balances consisting of Restricted Pension Accounts.                                                                                  (iii) Definition of QRD. A QRD means a                           (ii) Distribution restrictions: transfers from  qualified reservist distribution as defined under Code           401(k) Plans to other plans. Except in the case of certain  §72(t)(2)(G)(iii). A QRD is any distribution to an individual    Elective Transfers, if this Plan is a Profit Sharing Plan or a  who is ordered or called to active duty after September 11, 2001, Money Purchase Pension Plan, the Plan, except in accordance  if: (A) the distribution is from the Elective Deferral Account;  with Section 6.01(C)(4)(b), may not make any In-Service  (B) the individual was (by reason of being a member of a         Distribution to the Participant of his/her Restricted 401(k)  reserve component, as defined in section 101 of title 37, United Accounts (including post-transfer Earnings on those Accounts)  States Code) ordered or called to active duty for a period in    previously transferred, within the meaning of Code §414(l), to  excess of 179 days or for an indefinite period; and (C) the Plan this Plan from a 401(k) Plan. This limitation applies only to such  makes the distribution during the period beginning on the date of transferred balances consisting of Restricted 401(k) Accounts.  such order or call, and ending at the close of the active duty     period.                                                                       (iii) Protected Benefit/Separate Accounting.                                                                   See Section 11.06 regarding preservation of Protected Benefits           (c) Money Purchase Pension (including target            with regard to transferred amounts. The Plan Administrator must  benefit) Plans.                                                  apply proper separate accounting of transferred amounts to                                                                   comply with this Section 6.01(C)(4)(f).               (i)  Limitation. The Employer in its Adoption         Agreement may elect to permit an In-Service distribution of the          (g)  Designated IRA. A Participant may request and  Restricted Pension Accounts only upon attainment of Normal       receive distribution of his/her Designated IRA Account at any  Retirement Age (or any later age). For Plan Years commencing     time, subject to the requirements of Code §401(a)(9) and the  after 2006, the Employer in its Adoption Agreement may elect     regulations thereunder as applicable to IRAs. Section 6.04 does  to permit distribution on attainment of age 62 (or any later age), not apply to Designated IRA Contributions.  even if Normal Retirement Age is later than age 62.                                                                                     (5) Hardship. See Section 6.07 regarding requirements               (ii) Definition of Restricted Pension               for In-Service Distributions and for post-Separation from  Accounts. A Participant's Restricted Pension Accounts are the    Service or Severance from Employment distribution  Participant's Money Purchase Pension Plan or as applicable,      accelerations, based on hardship.  target benefit plan Accounts.                                                                                                           (6) Plan termination. Notwithstanding Section           (d) Prevailing Wage Contributions. For purposes         6.01(C)(4), in the event the Employer terminates the Plan, the  of In-Service Distributions, a Participant's Prevailing Wage     Plan Administrator may instruct the Trustee to make distribution  Contribution Account is treated as a Nonelective or other        of any restricted accounts in accordance with Section 11.05.  Employer Contribution Account as applicable. However, if the       Employer in its Adoption Agreement elects to offset other            (7) In-Plan Roth Rollover Contributions. Except as  Contribution Types with the Prevailing Wage Contribution, for    otherwise elected in Appendix B, if the Employer in its  purposes of In-Service Distributions, the Plan Administrator will Adoption Agreement elects under Section 3.08(E) to permit  treat that portion of the Prevailing Wage Contribution Account   In-Plan Roth Rollover Contributions, (a) all Accounts (except a  which offsets another Contribution Type, as the other            Roth Account) which may be distributed in an In-Service  Contribution Type.                                               Distribution are eligible for an In-Plan Roth Rollover; (b) a                                                                   Participant may distribute and roll over his/her Plan loan in an           (e) Rollover Contributions, Employee                    In-Plan Roth Rollover, but without changing the loan repayment  Contributions and DECs. Unless otherwise specified on            schedule; (c) any amount may be distributed in an In-Plan Roth  Appendix B, a Participant may elect to receive an In-Service     Rollover with no minimum; (d) a Participant may receive  Distribution of his/her Accounts attributable to Rollover        In-Service Distributions from his/her In-Plan Roth Rollover  Contributions, Employee Contributions and DECs. Distribution     Account under the same conditions as the Participant's Roth  of a Rollover Contribution is subject to Section 6.04 if Section Elective Deferral Account; and (e) In-Service distributions  6.04 otherwise applies to the Participant.                       which are eligible for an In-Plan Roth Rollover are limited to                                                                   those which are available for other types of distributions. If the           (f) Transferred amounts/distribution restrictions       Employer in Appendix B provides for In-Service Distributions  and Protected Benefits.                                          which are limited to In-Plan Roth Rollovers, the Employer in                                                                   Appendix B may permit distribution of an additional amount               (i)  Distribution restrictions: transfers from      solely for the purpose of federal or state income tax withholding  pension plans to non-pension plans. Except in the case of        for the Participant's anticipated tax obligations regarding the  certain Elective Transfers, if this Plan is a Profit Sharing Plan or amount includible in the Participant's gross income by reason of  a 401(k) Plan, the Plan, except in accordance with Section       the In-Plan Roth Rollover (and the amount withheld for income  6.01(C)(4)(c), may not make any In-Service Distribution to the   taxes). The Plan Administrator may limit the amount of the  Participant of his/her Restricted Pension Accounts (including    100% withholding distribution to the amount the Plan  post-transfer Earnings on those Accounts) previously             Administrator reasonably determines is sufficient to satisfy the  transferred, within the meaning of Code §414(l), to this Plan     © 2014 Great-West Trust Company, LLC or its suppliers                                                             60  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Participant's federal and/or state income tax liability relating to surviving spouse is not the Participant's sole Designated  the Plan distribution.                                           Beneficiary, then distributions to the Designated Beneficiary                                                                   will begin by December 31 of the calendar year immediately       (8) EACA permissible withdrawals. See Section               following the calendar year in which the Participant died.  3.02(B)(2)(d) regarding EACA permissible withdrawals.                                                                                       (c)  No Designated Beneficiary/"5-year rule." If       6.02 REQUIRED MINIMUM DISTRIBUTIONS.                        there is no Designated Beneficiary as of September 30 of the                                                                   year following the calendar year of the Participant's death, the  (A)  Lifetime RMDs.                                              Participant's entire interest will be distributed by December 31                                                                   of the calendar year containing the fifth anniversary of the       (1) RBD. The Plan Administrator will direct the Trustee     Participant's death.  to distribute or to commence distribution to the Participant of the   Participant's entire Vested Account Balance no later than the            (d)  Participant survived by Designated  Participant's RBD.                                               Beneficiary/"Life Expectancy rule." If there is a Designated                                                                   Beneficiary, the RMD for each DCY after the year of the       (2) Amount of RMD for each DCY. During the                  Participant's death is the quotient obtained by dividing the  Participant's lifetime, the RMD that will be distributed for each Participant's RMD Account Balance by the remaining Life  DCY is the lesser of:                                            Expectancy of the Participant's Designated Beneficiary,                                                                   determined as provided in Section 6.02(B)(2)(a).           (a) ULT amount. The quotient obtained by dividing         the Participant's RMD Account Balance by the distribution                (e) 5-year or Life Expectancy rule; possible  period in the ULT, using the Participant's age as of the         election. This Section 6.02(B)(1)(e) applies if a Participant dies  Participant's birthday in the DCY; or                            before the DCD and determines whether the Life Expectancy                                                                   rule under Section 6.02(B)(1)(d) or the 5-year rule under Section           (b) SLT/younger spouse. If the Participant's sole       6.02(B)(1)(c) applies to RMDs of a Beneficiary. If the  Designated Beneficiary for the DCY is the Participant's spouse   Beneficiary is not a Designated Beneficiary, then the 5-year rule  who is more than 10 years younger than the Participant, the      applies. Otherwise, a Designated Beneficiary may elect which of  quotient obtained by dividing the Participant's RMD Account      these rules will apply unless the Employer otherwise elects in  Balance by the distribution period in the JLT using the          Appendix B. A permitted election under this Section  Participant's and spouse's attained ages as of the Participant's 6.02(B)(1)(e) must be made no later than the earlier of  and spouse's birthdays in the DCY.                               September 30 of the calendar year in which distribution would                                                                   be required to begin under Section 6.02(B)(1), or by September       (3) Lifetime RMDs continue through year of                  30 of the calendar year which contains the fifth anniversary of  Participant's death. RMDs will be determined under this          the Participant's (or, if applicable, surviving spouse's) death. In  Section 6.02(A) beginning with the first DCY and up to and       the absence of a timely election, the Life Expectancy rule  including the DCY that includes the Participant's date of death  applies unless the Employer in Appendix B elects to apply the  or until the Participant's Vested Account Balance is completely  5-year rule. The election of the Life Expectancy rule or the  distributed.                                                     5-year rule does not (i) entitle a Beneficiary to receive                                                                   Installment distributions not otherwise provided in Section  (B)  Death RMDs.                                                 6.03(A)(2), or (ii) delay the commencement or payment of                                                                   distributions otherwise provided in 6.01(B)(1).       (1) Death of Participant before DCD. If the Participant       dies before the DCD, the Plan Administrator will direct the          (2) Death on or after DCD. This Section 6.02(B)(2)  Trustee to distribute or commence distribution to the Participant applies if the Participant dies on or after his/her DCD. If  of the Participant's Vested Accrued Benefit no later than as     distribution has commenced before the participant's death, the  follows:                                                         remaining interest will be distributed at least as rapidly as under                                                                   the method of distribution being used as of the date of the           (a) Spouse sole Designated Beneficiary. Except as       participant's death, as provided and determined under Treas.  otherwise provided in Section 6.02(B)(1)(e), if the Participant's Reg. §1.401(a)(9)-2, Q&A 5.  surviving spouse is the Participant's sole Designated              Beneficiary, then distributions to the surviving spouse will begin       (a)  Participant survived by Designated  by December 31 of the calendar year immediately following the    Beneficiary. If there is a Designated Beneficiary, the RMD for  calendar year in which the Participant died, or by December 31   each DCY after the year of the Participant's death is the quotient  of the calendar year in which the Participant would have attained obtained by dividing the Participant's RMD Account Balance by  age 70 1/2, if later.                                            the longer of the Participant's remaining Life Expectancy or the                                                                   Designated Beneficiary's remaining Life Expectancy,               (i) Death of spouse. If the Participant's           determined as follows:  surviving spouse is the Participant's sole Designated Beneficiary   and the surviving spouse dies after the Participant but before               (i)  Participant's life expectancy. The  distributions to the surviving spouse are required to begin, then Participant's remaining Life Expectancy is calculated using the  this Section 6.02(B)(1) (other than Section 6.02(B)(1)(a)) will  age of the Participant in the year of death, reduced by one for  apply as if the surviving spouse were the Participant.           each subsequent year.                                                                              (b) Other Designated Beneficiary. Except as                         (ii) Spouse as sole Designated Beneficiary. If  otherwise provided in Section 6.02(B)(1)(e), if the Participant's the Participant's surviving spouse is the Participant's sole     © 2014 Great-West Trust Company, LLC or its suppliers                                                             61  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Designated Beneficiary, the remaining Life Expectancy of the         (3) TEFRA Section 242(b)(2) elections. Notwithstanding  surviving spouse is calculated for each DCY after the year of the the other provisions of this Section 6.02, distributions may be  Participant's death using the surviving spouse's age as of the   made under Section 6.10.  spouse's birthday in that year. For DCYs after the year of the     surviving spouse's death, the remaining Life Expectancy of the   (E) Definitions. The following definitions apply to this Section  surviving spouse is calculated using the age of the surviving    6.02.  spouse as of the spouse's birthday in the calendar year of the     spouse's death, reduced by one for each subsequent calendar          (1) Designated Beneficiary. A "Designated Beneficiary"  year.                                                            means an individual who is a Beneficiary under Section 7.05                                                                   (whether pursuant to a designation by the Participant or               (iii) Non-Spouse Designated Beneficiary. If the     application of the Plan terms) and who is a designated  Participant's surviving spouse is not the Participant's sole     beneficiary under Code §401(a)(9) of the Internal Revenue Code  Designated Beneficiary, the Designated Beneficiary's remaining   and Treas. Reg. §1.401(a)(9)-4, Q&As-4 and -5.  Life Expectancy is calculated using the age of the Beneficiary in   the year following the year of the Participant's death, reduced by   (2) DCY. A DCY is a distribution calendar year for which  one for each subsequent year.                                    an RMD is required. For RMDs beginning before the                                                                   Participant's death, the first DCY is the calendar year           (b) No Designated Beneficiary. If there is no           immediately preceding the calendar year which contains the  Designated Beneficiary as of September 30 of the year after the  Participant's RBD. For RMDs beginning after the Participant's  year of the Participant's death, the RMD for each DCY after the  death, the first DCY is the calendar year in which distributions  year of the Participant's death is the quotient obtained by      are required to begin under Section 6.02(B). The RMD for the  dividing the Participant's RMD Account Balance by the            Participant's first DCY will be made on or before the  Participant's remaining Life Expectancy calculated using the age Participant's RBD. The RMD for other DCYs, including the  of the Participant in the year of death, reduced by one for each RMD for the DCY in which the Participant's RBD occurs, will  subsequent year.                                                 be made on or before December 31 of that DCY.                                                                     (C)  Distribution Methods. Nothing in this Section 6.02 gives        (3) DCD. A DCD is a distribution commencement date  any Participant or any Beneficiary the right to receive a        and generally means the Participant's RBD. However, if Section  distribution of the Participant's Account under any method or at 6.02(B)(1)(a)(i) applies, the DCD is the date distributions are  a time which the Plan does not permit. Unless the Participant's  required to begin to the surviving spouse under Section  Vested Account Balance is distributed in the form of an annuity  6.02(B)(1)(a). If distributions under an annuity purchased from  purchased from an insurance company or in a Lump Sum on or       an insurance company irrevocably commence to the Participant  before the RBD, as of the first DCY, distributions will be made  before the otherwise applicable DCD, then the DCD is the date  in accordance with Section 6.02(A) and (B), but subject to the   distributions actually commence.  Employer's Adoption Agreement elections regarding the method       of distribution. If the Participant's interest is distributed in the  (4) JLT. The JLT is the Joint and Last Survivor Table set  form of an annuity purchased from an insurance company,          forth in Treas. Reg. §1.401(a)(9)-9, Q/A-3.  distributions thereunder will be made in accordance with the       requirements of Code §401(a)(9) and the applicable Treasury          (5) Life Expectancy. Life Expectancy refers to life  regulations. Payments under such an annuity will either be non-  expectancy as computed under the SLT.  increasing, or will increase only in accordance with Treas. Reg.   §1.401(a)(9)-6, Q&A 14. If the Adoption Agreement limits             (6) Participant's RMD Account Balance. A Participant's  distributions to a Lump Sum, the Plan will distribute the        RMD Account Balance is the account balance as of the last  Participant's entire Vested Account Balance in the form of a     Valuation Date in the VCY increased by the amount of any  Lump Sum on or before the Participant's RBD, or if applicable,   contributions made and allocated or forfeitures allocated to the  at the time determined in Section 6.02(B), but subject to the    Account Balance as of dates in the VCY after the Valuation  Employer's Adoption Agreement elections regarding timing of      Date and decreased by distributions made in the VCY after the  the distribution. See Section 6.03(B) regarding Participant and  Valuation Date. The Account Balance for the VCY includes any  Beneficiary elections.                                           amounts rolled over or transferred to the Plan either in the VCY                                                                   or in the DCY if distributed or transferred in the VCY.  (D)  Operating Rules.                                                                                                                   (7) RBD. A Participant's RBD is his/her required       (1) Precedence. The requirements of this Section 6.02       beginning date determined as follows:  will take precedence over any inconsistent provisions of the       Plan.                                                                    (a) More than 5% owner. A Participant's RBD is                                                                   the April 1 of the calendar year following the close of the       (2) Requirements of Treasury regulations                    calendar year in which the Participant attains age 70 1/2 if the  incorporated. All distributions required under this Section 6.02 Participant is a more than 5% owner (as defined in Code  will be determined and made in accordance with the Treasury      §416(i)(B)) as to the Plan Year ending in that calendar year. If a  regulations under Code §401(a)(9) and the minimum                Participant is a more than 5% owner at the close of the relevant  distribution incidental benefit requirement of Code              Plan year, the Participant may not discontinue RMDs  §401(a)(9)(G).                                                   notwithstanding the Participant's subsequent change in                                                                   ownership status.                                                                        © 2014 Great-West Trust Company, LLC or its suppliers                                                             62  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                     (b) Other Participants. If the Participant is not a     Appendix B elects to continue 2009 RMDs, a Participant or  more than 5% owner, his/her RBD is the April 1 of the calendar   Beneficiary who would have been required to receive a 2009  year following the close of the calendar year in which the       RMD will receive those distributions for 2009. The Plan  Participant incurs a Separation from Service or, if later, the April Administrator will not have provided Participants and  1 following the close of the calendar year in which the          Beneficiaries with an election to suspend the 2009 RMDs, if this  Participant attains age 70 1/2.                                  Section 6.02(F)(3) applies.                                                                              (c) Election as to RBD. The Employer in Appendix            (4) Other treatment. The Employer in Appendix B may  B may elect that the Plan Administrator continue to apply        describe such other treatment of 2009 RMDs.  (indefinitely or to a specified date) the RBD definition in effect   prior to 1997 ("pre-SBJPA RBD"). A Participant's pre-SBJPA           (5) Direct Rollovers. The Plan will offer a Direct  RBD (if applicable) is April 1 following the close of the        Rollover only for distributions that would be Eligible Rollover  calendar year in which the Participant attains age 70 1/2.       Distributions without regard to Code §401(a)(9)(H), except as                                                                   the Employer otherwise may elect in Appendix B.       (8) RMD. An RMD is the required minimum distribution          the Plan must make to a Participant or Beneficiary for a DCY.        6.03 POST-SEPARATION (SEVERANCE), LIFETIME  The Plan Administrator determines an RMD without regard to       RMD, AND BENEFICIARY DISTRIBUTION METHODS.  vesting, but in accordance with Treas. Reg. §1.401(a)(9)-5, the  Distribution of a Participant's Account: (i) after Separation from  Plan only will distribute an RMD to the extent that the amount   Service (or Severance from Employment); (ii) during  distributed is Vested.                                           employment but where the lifetime RMD requirements under                                                                   Section 6.02(A) apply; and (iii) to a Beneficiary after the       (9) SLT. The SLT is the Single Life Table set forth in      Participant's death, are subject to the distribution methods in this  Treas. Reg. §1.401(a)(9)-9, Q/A-1.                               Section 6.03.                                                                          (10) ULT. The ULT is the Uniform Lifetime Table set         (A) Plan Available Methods.  forth in Treas. Reg. §1.401(a)(9)-9, Q/A-2.                                                                                             (1) Participant methods. The Employer in its Adoption       (11) VCY. A VCY is a valuation calendar year, which is      Agreement will elect one or more of the following distribution  the calendar year immediately preceding a DCY.                   methods applicable to a Participant: (i) Lump-Sum; (ii)                                                                   Installments; (iii) Installments but only if the Participant is  (F)  2009 RMDs. The provisions of this Section 6.02(F) apply     required to receive lifetime RMDs under Section 6.02(A); (iv)  as to RMDs due for the 2009 DCY, but for the enactment of        Alternative Annuity; (v) Ad-Hoc; or (vi) any other method the  Code §401(a)(9)(H) ("2009 RMDs"). Such 2009 RMDs, if             Employer describes in its Adoption Agreement. If Section 6.04  required, would have been satisfied by one or more distributions applies, the distribution must be a QJSA unless waived. In the  equal to or totaling the 2009 RMDs or by one or more             event of a QJSA waiver, the distribution will be made under the  distributions in a series of substantially equal distributions (that alternative method the Participant elects (including a QOSA, as  include the 2009 RMDs) made at least annually and expected to    applicable), in accordance with this Section 6.03.  last for the life (or life expectancy) of the Participant, the joint   lives (or joint life expectancy) of the Participant and the          (2) Beneficiary Methods. If the Plan is subject to Section  Participant's Designated Beneficiary, or for a period of at least 6.04, a surviving spouse Beneficiary may receive a QPSA.  10 years ("Extended 2009 RMDs"),                                 However, a surviving spouse Beneficiary may elect to waive the                                                                   QPSA in favor of another Beneficiary distribution method the       (1) Suspension of 2009 RMDs unless otherwise elected        Plan permits. See Section 6.04(B)(5). The balance of this  by Participant. Notwithstanding the remaining provisions of      paragraph shall apply after a Participant's death in all other  Section 6.02, a Participant or Beneficiary who would have been   situations, except to the extent the Employer makes a contrary  required to receive a 2009 RMD will not receive those            election in Appendix B. If the only distribution option available  distributions for 2009, unless the Participant or Beneficiary    for Participants is a lump sum distribution, or the Employer  elected to receive such distributions. The Plan Administrator    elects in the Adoption to require immediate distribution of the  will have provided Participants and Beneficiaries the            Participant or distribution on or before the end of the year  opportunity to receive the 2009 RMDs, if this Section 6.02(F)(1) following the year of the Participant's death, then the Lump-Sum  applies.                                                         method shall apply to distributions to the beneficiary. Otherwise,                                                                   (i) a Beneficiary may elect to receive a distribution either as a       (2) Continuation of RMDs unless otherwise elected by        Lump-Sum or in Installments, (ii) if the Plan permits Ad-Hoc  Participant. Notwithstanding Section 6.02(F)(1), if the          distributions to Participants the Beneficiary may elect to receive  Employer in Appendix B elects to continue 2009 RMDs subject      Ad-Hoc distributions, and (iii) any Installments or Ad-Hoc  to a Participant's or Beneficiary's election, a Participant or   distributions in a DCY must be at least equal to the RMD for the  Beneficiary who would have been required to receive a 2009       DCY. See Sections 6.02(B)(1)(e) and 6.02(C) as to distribution  RMD will receive those distributions for 2009 unless the         timing elections and elections relating to death of the Participant  Participant or Beneficiary elected not to receive such           before the DCD.  distributions. The Plan Administrator will have provided           Participants and Beneficiaries the opportunity to not receive the    (3) Definition of Lump-Sum. A Lump-Sum means a  2009 RMDs, if this Section 6.02(F)(2) applies.                   single payment and includes, but is not limited to, a "lump-sum                                                                   distribution" under Code §402(d)(4). If the Employer in its       (3) Continuation of RMDs/no election offered.               Adoption Agreement elects to limit distributions to a  Notwithstanding Section 6.02(F)(1), if the Employer in     © 2014 Great-West Trust Company, LLC or its suppliers                                                             63  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Lump-Sum, all Plan distributions must be made in this form,      direct distribution under any other method the Plan permits. If  including all RMDs under Section 6.02.                           the Plan permits an election as to cash or property, in the                                                                   absence of an election, the Plan Administrator will direct the       (4) Definition of Installments. Installments means          Trustee to distribute cash, subject to Section 8.04.  payment in monthly, quarterly, semi-annual, annual or other        installments over a fixed reasonable period of time, not             (3) Combination of methods. If the Plan permits more  exceeding the Life Expectancy of the Participant, or the joint life than one distribution method under this Section 6.03, a  and last survivor expectancy of the Participant and his/her      Participant or Beneficiary may elect any combination of the  Designated Beneficiary. To facilitate an Installment distribution available methods either as to different Accounts or as to  the Plan Administrator under Section 7.04(A)(2)(c) may direct    specified amounts subject to distribution. The Plan  the Trustee to place all or any part of the Participant's Account Administrator may adopt a policy imposing a reasonable  Balance in a Segregated Account.                                 minimum distribution amount as a condition of a Participant or                                                                   Beneficiary electing a combination of distribution methods.           (a) Installments only for Lifetime RMDs. If the           Employer in its Adoption Agreement elects Installments only if       (4) No third party discretion. No third party, including  a Participant is subject to lifetime RMDs under Section 6.02(A), the Employer, the Plan Administrator and the Trustee, may  and does not elect Installments generally, only the affected     exercise discretion over any Participant or Beneficiary election  Participants are entitled to an Installment distribution under the of the method of distribution, provided the election is made in  Plan. Any such Installment must satisfy Section 6.02(A).         accordance with the Plan.                                                                              (b) Installment acceleration. A Participant or              (5) Lump-Sum only if Account does not exceed $5,000.  Beneficiary receiving an Installment distribution may, at any    Any distribution elections permitted under this Section 6.03 are  time, elect to accelerate the payment of all, or any portion, of the available only if the Participant's Vested Account Balance, as  Participant's unpaid Vested Account Balance.                     determined under Section 6.01(A)(4), exceeds $5,000, unless the                                                                   Employer elects to apply any lesser amount in Appendix B. If       (5) Definition of Alternative Annuity. An Alternative       the Participant's Vested Account Balance does not exceed  Annuity means distribution of an Annuity Contract which is not   $5,000 (or such lesser amount the Employer elects in Appendix  a QJSA, QPSA or a QOSA. The Alternative Annuity must be          B), the Trustee will distribute the balance in a Lump-Sum  based on the life of the Participant or upon the joint lives of the (which will be a Cash-Out Distribution if the Participant's  Participant and an Individual Beneficiary. The Employer in its   Account Balance is not 100% Vested) without regard to Section  Adoption Agreement will describe the material characteristics of 6.04.  any Alternative Annuity available under the Plan.                                                                                       (6) Sourcing election. If a Participant or Beneficiary who       (6) Definition of Ad-Hoc. Ad-Hoc means the Participant      will receive a partial (non-corrective) distribution of his/her Plan  or Beneficiary may at any time after Separation from Service (or Account has both a Roth Deferral Account (or some other  Severance from Employment) elect distribution of all or any part Account with tax basis) and one or more pre-tax Accounts  of his/her Account or of specified Accounts under the Plan. The  including a Pre-Tax Deferral Account, the Participant or  Plan Administrator may adopt a policy regarding Ad-Hoc           Beneficiary may elect the Account source(s) and composition  distributions imposing a reasonable minimum distribution         (contributions or Earnings) of the distribution. This Section  amount, frequency limitations or other reasonable administrative 6.03(B)(6) as to election of Account sources from among  conditions.                                                      multiple sources does not apply to the extent that a Participant or                                                                   Beneficiary is eligible under the Plan terms to receive a  (B)  Participant and Beneficiary Elections. Subject to any       distribution only from one specific Account source. In the  contrary requirements imposed by Sections 6.01, 6.02, this       absence of a Participant or Beneficiary election, the Plan  Section 6.03 or 6.04, and also subject to Section 8.04 as to the Administrator operationally will determine the Account  form of distribution (cash or property), a Participant or        source(s) from which the Trustee will make the distribution and  Beneficiary may elect any method, form or timing of              will determine whether such amounts distributed consist of the  distribution the Plan permits.                                   Account contributions or of Account Earnings or both.                                                                          (1) Participant election as to Beneficiary. The                 (7) Application to alternate payees. This Section 6.03  Participant, on a form prescribed by the Plan Administrator, may applies to an alternate payee in the same manner as if the  elect the distribution method, form and timing which will apply  alternate payee were the Participant. See Section 6.05 as to the  to any Beneficiary, including his/her surviving spouse. The      right of a QDRO alternate payee to elect the distribution  Participant's election may limit any Beneficiary's right to      method, form and timing applicable to the alternate payee's  increase or to reduce the frequency or the amount of any         distribution.  payments.                                                                                                                           (C) Modification. The Employer in its Adoption Agreement       (2) If no election. Unless the Employer otherwise elects    may elect to modify the methods of payment available under the  in Appendix B, if a Participant or Beneficiary does not make a   Plan, consistent with this Section 6.03. If the Employer's Plan is  timely election as to the distribution method, form and timing as a Restated Plan, or in any other permitted Plan amendment, the  the Plan may permit, the Plan Administrator will direct the      Employer in accordance with Treas. Reg. §1.411(d)-4, may elect  Trustee to distribute a Lump-Sum as soon as is practical and at  to eliminate from the prior Plan certain Protected Benefits.  the earliest date the Plan permits distribution but not later than   the date the Plan requires distribution. If the Plan does not  permit a Lump-Sum distribution, the Plan Administrator will     © 2014 Great-West Trust Company, LLC or its suppliers                                                             64  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 6.04 ANNUITY DISTRIBUTIONS TO PARTICIPANTS                  acknowledges the effect of the election, and a notary public or  AND TO SURVIVING SPOUSES.                                        the Plan Administrator (or his/her representative) witnesses the                                                                   spouse's consent; (ii) the spouse consents to the alternative  (A)  Qualified Joint and Survivor Annuity (QJSA). The Plan       method of payment designated by the Participant or to any  Administrator must direct the Trustee to distribute a married or change in that designated method of payment; and (iii) unless  unmarried Participant's Vested Account Balance in the form of a  the spouse is the Participant's sole primary Beneficiary, the  QJSA (or in the form of a QOSA described in Section              spouse consents to the Participant's Beneficiary designation or to  6.04(A)(8)), unless the Participant, and spouse if the Participant any change in the Participant's Beneficiary designation.  is married, waive the QJSA in accordance with this Section         6.04(A) or unless Section 6.04(G) applies.                               (a) Effect of spousal consent/blanket waiver. The                                                                   spouse's consent to a waiver of the QJSA is irrevocable, unless       (1) Definition of QJSA if married. If, as of the Annuity    the Participant revokes the waiver election. The spouse may  Starting Date, the Participant is married (even if the Participant execute a blanket consent to the Participant's future payment  has not been married throughout the one year period ending on    method election or Beneficiary designation, if the spouse  the Annuity Starting Date), a QJSA is an immediate Annuity       acknowledges the right to limit his/her consent to a specific  Contract which is purchasable with the Participant's Vested      designation but, in writing, waives that right.  Account Balance and which provides a Life Annuity for the          Participant and a Survivor Annuity payable for the remaining             (b) Spousal consent not required. The Plan  life of the Participant's surviving spouse equal to 50% of the   Administrator will accept as valid a waiver election which does  amount of the annuity payable during the life of the Participant. not satisfy the spousal consent requirements if the Plan                                                                   Administrator establishes: (i) the Participant does not have a       (2) Definition of QJSA if not married. If, as of the        spouse; (ii) the spouse cannot be located; or (iii) the Participant  Annuity Starting Date, the Participant is not married, a QJSA is is legally separated or has been abandoned (within the meaning  an immediate Life Annuity Contract for the Participant which is  of applicable state law) and the Participant has a court order to  purchasable with the Participant's Vested Account Balance.       that effect. If the Participant's spouse is legally incompetent to                                                                   give consent, the spouse's legal guardian (even if the guardian is       (3) Modification of QJSA benefit. The Employer in           the Participant) may give consent.  Appendix B may elect a different percentage (more than 50%         but not exceeding 100%) for the Survivor Annuity.                    (8) Qualified Optional Survivor Annuity (QOSA).                                                                   Effective for Plan Years beginning after December 31, 2007, a       (4) Definitions of Life/Survivor Annuity. A Life            Participant who elects to waive the QJSA form of benefit is  Annuity means an Annuity Contract payable to the Participant in  entitled to elect the QOSA at any time during the applicable  equal installments for the life of the Participant that terminates QJSA election period. The QJSA notice will explain the terms  upon the Participant's death. A Survivor Annuity means an        and conditions of the QOSA. The QJSA provisions of Section  Annuity Contract payable to the Participant's surviving spouse   6.04(A) apply to a QOSA the Participant elects pursuant to this  in equal installments for the life of the surviving spouse that  Section 6.04(A)(8).  terminates upon the death of the surviving spouse.                                                                                          (a) Definition of QOSA. A QOSA is an Annuity       (5) QJSA notice/timing. A Participant may elect             Contract: (i) for the life of the Participant with a Survivor  distribution of the QJSA at the earliest retirement age under the Annuity for the life of the spouse which is equal to the  Plan, which is the earliest date on which the Participant could  Applicable Percentage of the amount of the annuity which is  elect to receive retirement benefits. A married Participant may  payable during the joint lives of the Participant and the spouse;  elect distribution of the QJSA without spousal consent. At least and (ii) which is the actuarial equivalent of a single annuity for  30 days and not more than 180 days before the Participant's      the life of the Participant. A QOSA also includes any annuity in  Annuity Starting Date, the Plan Administrator must provide the   a form having the effect of an annuity described in the preceding  Participant a written explanation of the terms and conditions of sentence.  the QJSA, the Participant's right to make, and the effect of, an   election to waive the QJSA benefit, the rights of the Participant's      (b) Definition of Applicable Percentage. For  spouse regarding the waiver election and the Participant's right purposes of this Section 6.04(A)(8), the Applicable Percentage  to make, and the effect of, a revocation of a waiver election and is based on the Survivor Annuity percentage under the Plan's  which otherwise satisfies the requirements of Treas. Reg.        QJSA. If the Survivor Annuity percentage is less than 75%, then  §1.417(a)(3)-1.                                                  the Applicable Percentage is 75%. If the Survivor Annuity                                                                   percentage is greater than or equal to 75%, the Applicable       (6) Waiver frequency and timing. The Plan does not          Percentage is 50%.  limit the number of times the Participant may revoke a waiver of   the QJSA or make a new waiver during the election period. The            (c) No spousal consent requirement for QOSA. A  Participant (and his/her spouse, if the Participant is married), Participant may elect a QOSA without spousal consent.  may revoke an election to receive a particular form of benefit at   any time until the Annuity Starting Date.                        (B) Qualified Preretirement Survivor Annuity (QPSA). If a                                                                   married Participant dies prior to his/her Annuity Starting Date,       (7) Married Participant waiver. A married Participant's     the Plan Administrator will direct the Trustee to distribute a  QJSA waiver election is not valid unless: (i) the Participant's  portion of the Participant's Vested Account Balance to the  spouse (to whom the Survivor Annuity is payable under the        Participant's surviving spouse in the form of a QPSA, unless the  QJSA), after the Participant has received the QJSA notice, has   Participant has a valid QPSA waiver election in effect, or unless  consented in writing to the waiver election, the spouse's consent Section 6.04(G) applies. The Employer in its Adoption     © 2014 Great-West Trust Company, LLC or its suppliers                                                             65  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Agreement will elect whether to apply the "one-year marriage     6.04(A)(5), and which otherwise satisfies the requirements of  rule." If the Employer elects to apply the one-year marriage rule, Treas. Reg. §1.417(a)(3)-1.  the QPSA benefit does not apply unless the Participant and         his/her spouse were married throughout the one year period           (7) Waiver frequency and timing. The Plan does not  ending on the date of the Participant's death.                   limit the number of times the Participant may revoke a waiver of                                                                   the QPSA or make a new waiver during the election period. The       (1) Definition of QPSA. A QPSA is an Annuity Contract       election period for waiver of the QPSA ends on the date of the  which is purchasable with 50% of the Participant's Vested        Participant's death. A Participant's QPSA waiver election is not  Account Balance (determined as of the date of the Participant's  valid unless the Participant makes the waiver election after the  death) and which is payable for the life of the Participant's    Participant has received the QPSA notice and no earlier than the  surviving spouse.                                                first day of the Plan Year in which he/she attains age 35.                                                                   However, if the Participant incurs a Separation from Service       (2) Modification of QPSA. The Employer in Appendix B        prior to the first day of the Plan Year in which he/she attains age  may elect a different percentage (more than 50% but not          35, the Plan Administrator will accept a waiver election as to the  exceeding 100%) for the QPSA.                                    Participant's Account Balance attributable to his/her Service                                                                   prior to his/her Separation from Service. In addition, if a       (3) Ordering rule. The value of the QPSA is attributable    Participant who has not incurred a Separation from Service  to Employer Contributions, to Pre-Tax Deferrals, to Roth         makes a valid waiver election, except for the age 35 Plan Year  Deferrals, and to Employee Contributions in the same             timing requirement above, the Plan Administrator will accept  proportion as the Participant's Vested Account Balance is        that election as valid, but only until the first day of the Plan Year  attributable to those contributions.                             in which the Participant attains age 35.                                                                          (4) Disposition of remaining balance. The portion of the        (8) Spousal consent to waiver. A Participant's QPSA  Participant's Vested Account Balance not payable as a QPSA is    waiver is not valid unless the Participant's spouse (to whom the  payable to the Participant's Beneficiary, in accordance with the QPSA is payable) satisfies or is excused from the consent  remaining provisions of this Article VI.                         requirements as described in Section 6.04(A)(7) as to a QJSA,                                                                   except the spouse need not consent to the method of benefit       (5) Surviving spouse elections. If the Participant's Vested payable to the Designated Beneficiary. The spouse's consent to  Account Balance which the Trustee would apply to purchase the    the waiver of the QPSA is irrevocable, unless the Participant  QPSA exceeds $5,000, the Participant's surviving spouse may      revokes the waiver election. The spouse also may execute a  elect to have the Trustee commence payment of the QPSA at        blanket consent as to the QPSA waiver in the same manner as  any time following the date of the Participant's death, but not  described in Section 6.04(A)(7)(a) as to a QJSA.  later than Section 6.02 requires, and may elect any of the         methods of payment described in Section 6.03, in lieu of the     (C) Effect of Waiver. If the Participant has in effect a valid  QPSA. In the absence of an election by the surviving spouse, the waiver election regarding the QJSA or the QPSA, the Plan  Plan Administrator must direct the Trustee to distribute the     Administrator must direct the Trustee to distribute the  QPSA on the earliest administratively practicable date following Participant's Vested Account Balance in accordance with  the close of the Plan Year in which the latest of the following  Sections 6.01, 6.02 and 6.03.  events occurs: (a) the Participant's death; (b) the date the Plan   Administrator receives notification of or otherwise confirms the (D) Loan Offset. The Plan Administrator will reduce the  Participant's death; (c) the date the Participant would have     Participant's Vested Account Balance by any security interest  attained Normal Retirement Age; or (d) the date the Participant  (pursuant to any offset rights authorized by Section 6.06) held  would have attained age 62.                                      by the Plan by reason of a Participant loan, to determine the                                                                   value of the Participant's Vested Account Balance distributable       (6) QPSA notice/timing. The Plan Administrator must         in the form of a QJSA or QPSA, provided the loan satisfied the  provide a written explanation of the QPSA to each married        spousal consent requirement described in Section 7.06(D).  Participant within the following period which ends last: (a) the   period beginning on the first day of the Plan Year in which the  (E) Effect of QDRO. For purposes of applying this Article VI,  Participant attains age 32 and ending on the last day of the Plan a former spouse (in lieu of the Participant's current spouse) is the  Year in which the Participant attains age 34; (b) a reasonable   Participant's spouse or surviving spouse to the extent provided  period after an Employee becomes a Participant; or (c) a         under a QDRO described in Section 6.05. The provisions of this  reasonable period after Section 6.04 of the Plan becomes         Section 6.04 apply separately to the portion of the Participant's  applicable to the Participant. A "reasonable period" described in Vested Account Balance subject to a QDRO and to the portion  clauses (b) and (c) is the period beginning one year before and  of the Participant's Vested Account Balance not subject to the  ending one year after the applicable event. If the Participant   QDRO.  incurs a Separation from Service before attaining age 35, clauses   (a), (b), and (c) do not apply and the Plan Administrator must   (F) Vested Account Balance Not Exceeding $5,000. The  provide the QPSA notice within the period beginning one year     Trustee must distribute in a Lump-Sum a Participant's Vested  before and ending one year after the Separation from Service. If Account Balance which the Trustee otherwise under Section  the Participant thereafter returns to employment with the        6.04 would apply to provide a QJSA or QPSA benefit, where the  Employer, the Plan Administrator will redetermine the            Participant's Vested Account Balance determined under Section  applicable period. The QPSA notice must describe the terms and   6.01(A)(4) does not exceed $5,000, unless the Employer elects  conditions of the QPSA and of the waiver of the QPSA,            to apply any lesser amount in Appendix B.  comparable to the QJSA notice required under Section                  © 2014 Great-West Trust Company, LLC or its suppliers                                                             66  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (G)  Profit Sharing Plan Exception. If this Plan is a Profit         (1) Notices and order status. Upon receiving a domestic  Sharing Plan, the Employer in its Adoption Agreement must        relations order, the Plan Administrator promptly will notify the  elect whether the preceding provisions of Section 6.04 apply to  Participant and any alternate payee named in the order, in  all Participants or only to Participants who are not Exempt      writing, of the receipt of the order and the Plan's procedures for  Participants.                                                    determining the qualified status of the order. Within a                                                                   reasonable period of time after receiving the domestic relations       (1) Definition of Exempt Participants. All Participants     order, the Plan Administrator must determine the qualified status  are Exempt Participants except the following Participants to     of the order and must notify the Participant and each alternate  whom Section 6.04 (excluding this Section 6.04(G)) must be       payee, in writing, of the Plan Administrator's determination. The  applied: (a) a Participant as respects whom the Plan is a direct or Plan Administrator must provide notice under this Section  indirect transferee from a plan subject to the Code §417         6.05(C)(1) by mailing to the individual's address specified in the  requirements and the Plan received the Transfer after December   domestic relations order, or in a manner consistent with DOL  31, 1984, unless the Transfer is an Elective Transfer described in regulations.  Section 11.06(E)(3); (b) a Participant who elects a Life Annuity   distribution; or (c) a Participant whose benefits under a Defined    (2) Interim amounts payable. If any portion of the  Benefit Plan maintained by the Employer are offset by benefits   Participant's Vested Account Balance is payable under the  provided under this Plan.                                        domestic relations order during the period the Plan                                                                   Administrator is making its determination of the qualified status       (2) Transfers. If a Participant receives a Transfer under   of the domestic relations order, the Plan Administrator must  Section 6.04(G)(1), clause (a) above and to which Section 6.04   maintain a separate accounting of the amounts payable. If the  applies, the Plan Administrator may elect to apply Section 6.04  Plan Administrator determines the order is a QDRO within 18  only to the Participant's transferred balance and not to the     months of the date amounts first are payable following receipt of  Participant's remaining Account Balance provided that the Plan   the domestic relations order, the Plan Administrator will direct  Administrator accounts properly for such balances.               the Trustee to distribute the payable amounts in accordance with                                                                   the QDRO. If the Plan Administrator does not make its       (3) Distribution to Exempt Participant. The Plan            determination of the qualified status of the order within the  Administrator must direct the Trustee to distribute the Exempt   18-month determination period, the Plan Administrator will  Participant's Vested Account Balance in accordance with          direct the Trustee to distribute the payable amounts in the  Sections 6.01, 6.02 and 6.03.                                    manner the Plan would distribute if the order did not exist and                                                                   will apply the order prospectively if the Plan Administrator later       (4) Exempt Participant Beneficiary designation. See         determines the order is a QDRO.  Section 7.05(A)(3) as to requirements relating to a married        Exempt Participant's Beneficiary designation.                        (3) Segregated Account. To the extent it is not                                                                   inconsistent with the provisions of the QDRO, the Plan       6.05 QDRO DISTRIBUTIONS. Notwithstanding any other          Administrator under Section 7.04(A)(2)(c) may direct the  provision of this Plan, the Trustee, in accordance with the      Trustee to segregate the QDRO amount in a Segregated  direction of the Plan Administrator, must comply with the        Account. The Trustee will make any payments or distributions  provisions of a QDRO, as defined in Code §414(p)(1)(A), which    required under this Section 6.05 by separate benefit checks or  is issued with respect to the Plan.                              other separate distribution to the alternate payee(s).                                                                     (A)  Distribution at Any Time. This Plan specifically permits        6.06 DEFAULTED LOAN - TIMING OF OFFSET. If a  distribution to an alternate payee under a QDRO at any time,     Participant or a Beneficiary defaults on a Plan loan, the Plan  irrespective of whether the Participant has attained his/her     Administrator will determine the timing of the reduction (offset)  earliest retirement age (as defined under Code §414(p)(4)(B))    of the Participant's Vested Account Balance in accordance with  under the Plan. However, a distribution to an alternate payee    this Section 6.06 and the Plan Administrator's loan policy.  prior to the Participant's attainment of earliest retirement age is   available only if: (1) the QDRO specifies distribution at that   (A) Offset if Distributable Event. If, under the loan policy a  time or permits an agreement between the Plan and the alternate  loan default also is a distributable event under the Plan, the  payee to authorize an earlier distribution; and (2) if the present Trustee, at the time of the loan default, will offset the  value of the alternate payee's benefits under the Plan exceeds   Participant's Vested Account Balance by the lesser of the  $5,000, and the QDRO requires the alternate payee's consent to   amount in default (including accrued interest) or the Plan's  any distribution occurring prior to the Participant's attainment of security interest in that Vested Account Balance.  earliest retirement age, the alternate payee gives such consent.                                                                    (B) Restricted Accounts. If the loan is from a Restricted  (B)  Plan Terms Otherwise Apply. Except as to timing of          Pension Account and the loan default is a distributable event  distribution commencement under Section 6.05(A), nothing in      under the loan policy, the Trustee will offset the Participant's  this Section 6.05 gives a Participant or an alternate payee a right Account Balance in the manner described in Section 6.06(A)  to receive a method, form or timing of distribution, to receive  only if the Participant has incurred a Separation from Service or  any option, or to increase benefits in a manner that the Plan does has attained Normal Retirement Age (or age 62 if earlier). If a  not permit.                                                      401(k) Plan makes the loan, to the extent the loan is attributable                                                                   to the Participant's Restricted 401(k) Accounts, the Trustee will  (C)  QDRO Procedures. The Plan Administrator must establish      not offset the Participant's Vested Account Balance prior to the  reasonable procedures to determine the qualified status of a     earlier of the date the Participant incurs a Severance from  domestic relations order (as defined under Code §414(p)(1)(B).   Employment or the date the Participant attains age 59 1/2.                                                                   Consistent with its loan policy, the Plan Administrator also may     © 2014 Great-West Trust Company, LLC or its suppliers                                                             67  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            offset a Participant's defaulted loan upon Plan termination,         (2) Deemed necessity. The following restrictions apply to  provided the Participant's Account Balance is distributable upon a Participant who receives a safe harbor hardship distribution:  Plan termination.                                                (a) the Participant may not make Elective Deferrals or Employee                                                                   Contributions to the Plan and other plans (described below)       6.07 HARDSHIP DISTRIBUTIONS. The Employer in its            maintained by the Employer for the 6-month period (or any  Adoption Agreement may elect to permit a hardship distribution   longer period the Plan Administrator may specify in a hardship  to an electing Participant. If the Employer elects to permit     distribution policy) following the date of his/her hardship  hardship distributions, the Employer, consistent with the        distribution; (b) the distribution may not exceed the amount of  Adoption Agreement, will elect: (i) which Accounts are           the Participant's immediate and heavy financial need (including  available for a hardship distribution; (ii) whether the Plan     any amounts necessary to pay any federal, state or local income  Administrator will administer the hardship distributions in      taxes or penalties reasonably anticipated to result from the  accordance with the safe harbor provisions of Section 6.07(A) or distribution); and (c) the Participant must have obtained all  under the non-safe harbor provisions of Section 6.07(B); and     distributions (including distribution of Code §404(k) ESOP  (iii) whether the hardship distribution is an In-Service         dividends), other than hardship distributions, and all nontaxable  Distribution, an acceleration of a distribution occurring after  loans (determined at the time of the loan) currently available  Severance from Employment/Separation from Service, or both.      under the Plan and all other plans (described below) maintained  The Employer in its Profit Sharing Plan Adoption Agreement       by the Employer. "Other plans" for purposes of clauses (a) and  may elect to apply the safe harbor rules. Unless the Employer    (c) means all other qualified plans and all nonqualified plans of  otherwise elects on Appendix B, if the Employer elects to permit deferred compensation maintained by the Employer including a  hardship acceleration of distributions after Severance from      cash or deferred arrangement that is part of a cafeteria plan  Employment/Separation from Service, the existence of such a      under Code §125 (but excluding the mandatory employee  hardship will be determined under the safe harbor rules of       contribution portion of a Defined Benefit Plan or a health or  Section 6.07(B).                                                 welfare benefit plan, including one that is part of a cafeteria                                                                   plan). For purposes of clause (a), "other plans" also includes  (A)  Safe Harbor Need/Necessity.                                 stock option, stock purchase and other similar plans maintained                                                                   by the Employer.       (1) Deemed immediate and heavy need. For purposes of          this Plan, a safe harbor hardship distribution is a distribution on (B) Non-safe Harbor Need/Necessity. For purposes of this  account of one or more of the following immediate and heavy      Plan, a non-safe harbor hardship distribution is a distribution on  financial needs: (a) expenses for (or necessary to obtain)       account of an immediate and heavy financial need. The  medical care (as defined in Code §213(d)) for the Participant,   distribution cannot exceed the amount necessary to satisfy the  for the Participant's spouse, or for any of the Participant's    need (including any amounts necessary to pay any federal, state,  dependents; (b) costs directly related to the purchase (excluding or local income taxes or penalties reasonably anticipated to  mortgage payments) of a principal residence of the Participant;  result from the distribution). The Plan will not make a non-safe  (c) payment of post-secondary education tuition and related      harbor hardship distribution if the Participant may relieve the  educational fees (including room and board), for the next        need from other resources that are reasonably available to the  12-month period, for the Participant, for the Participant's spouse, Participant. The Plan Administrator will administer a hardship  for the Participant's children, or for any of the Participant's  distribution under this Section 6.07(B) in accordance with Treas.  dependents; (d) payments necessary to prevent the eviction of    Reg. §1.401(k)-1(d)(3)(iv), but excluding paragraph (E) thereof.  the Participant from his/her principal residence or the            foreclosure of the mortgage on the Participant's principal       (C) Policy/Reliance. The Plan Administrator may adopt a  residence; (e) payments for the funeral or burial expenses for the uniform and nondiscriminatory policy regarding hardship  Participant's deceased parent, spouse, child, or dependent; or (f) distributions including objective standards for determining  expenses to repair damage to the Participant's principal         whether a Participant has an immediate and heavy financial need  residence that would qualify for a casualty loss deduction under and for substantiating the extent of the Participant's need. The  Code §165 (determined without regard to whether the loss         Plan Administrator, absent actual contrary knowledge, may rely  exceeds 10% of adjusted gross income). The Plan Administrator    on a Participant's written representation that the distribution is  operationally may limit the deemed immediate and heavy           on account of hardship (as defined in Section 6.07(A)(1)), that  financial need events to only certain of the events specified as the distribution satisfies Section 6.07(B) and/or that the  (a) through (f) above, upon which a Participant may elect to     distribution satisfies clause (b) under 6.07(A)(2).  receive a hardship distribution. As used in this Section           6.07(A)(1), the term "dependent" means a dependent as defined    (D) No Counterproductive Actions. A Participant, to establish  in Code §152 but for Taxable Years beginning after 2004 as       necessity under either Sections 6.07(A)(2) or 6.07(B) need not  applied to clause (e), means without regard to Code              take counterproductive actions as would increase the financial  §152(d)(1)(B) and, for purposes of clause (c), means as applied  need. Such actions include, but are not limited to, being required  without regard to Code §§152(b)(1) or (2) and 152(d)(1)(B).      to first take a Participant loan to purchase a principal residence  Notwithstanding the immediately preceding sentence, the Plan     where such a loan would result in the Participant's  Administrator may elect to limit the term "dependent" to those   disqualification from obtaining other necessary financing.  persons whom the Participant may claim as a dependent on IRS       Form 1040. The administrative forms related to hardship          (E) Restrictions on Amount; Grandfathered Amounts. The  distributions will reflect which deemed immediate and heavy      maximum amount distributable from Elective Deferrals as a  financial need events, and which of these definitions of         hardship distribution may not exceed the amount equal to the  "dependent," the Plan Administrator has elected to apply.        Participant's total Elective Deferrals as of the hardship                                                                   distribution date, reduced by the amount of any Elective                                                                   Deferrals previously distributed to the Participant based on     © 2014 Great-West Trust Company, LLC or its suppliers                                                             68  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            hardship or otherwise. QMACs and QNECs, and any Earnings         non-spouse Designated Beneficiary also has rollover rights as  on such contributions, and Earnings on the Participant's Elective described in Section 6.08(G).  Deferrals, each credited as of December 31, 1988, or if later, by   the end of the last Plan Year ending before July 1, 1989         (B) Rollover and Withholding Notice. At least 30 days but  (collectively, "grandfathered amounts"), increase the amount of  not more than 180 days prior to the Trustee's distribution of an  the maximum available hardship distribution only if the          Eligible Rollover Distribution, the Plan Administrator must  Employer in Appendix B elects to include such amounts. The       provide a written notice (including a summary notice as  restrictions of this Section 6.07(E) do not apply to hardship    permitted under applicable Treasury regulations) explaining to  distributions from Nonelective Contributions, Regular Matching   the distributee the rollover option, the applicability of mandatory  Contributions or Additional Matching Contributions and such      20% federal income tax withholding to any amount not directly  distributions also may include Earnings on such Accounts. No     rolled over, and the recipient's right to roll over the distribution  hardship distribution is available from Safe harbor Contribution within 60 days after the date of receipt of the distribution  Accounts.                                                        ("rollover notice"). If applicable, the rollover notice also must                                                                   explain the availability of income averaging and the exclusion of  (F)  Ordering. If the Plan permits a hardship distribution from  net unrealized appreciation. A recipient of an Eligible Rollover  more than one Account type, the Participant or the Plan          Distribution (whether he/she elects a Direct Rollover or elects to  Administrator in accordance with Section 6.03(B)(6) will         receive the distribution), also may elect to receive distribution at  determine the ordering of a Participant's hardship distribution  any administratively practicable time which is earlier than 30  from the hardship distribution eligible Accounts, including      days (but more than 7 days if Section 6.04 applies) following  ordering as between the Participant's Pre-Tax Deferral Account   receipt of the rollover notice.  and Roth Deferral Account, if any, provided that any ordering is   consistent with any restriction on hardship distributions under      (1) Notice of right to defer distribution. A distribution  this Section 6.07.                                               notice must include a description of a Participant's right, if any,                                                                   to defer receipt of a distribution and also must describe the  (G)  Prototype and Volume Submitter Plans. A Participant's       consequences of failing to defer receipt of the distribution.  hardship distribution made from Elective Deferrals under a         Prototype Plan must comply with the safe harbor rules of         (C) Default Rollover. The Plan Administrator, in the case of a  Section 6.07(A). A Participant's hardship distribution made from Participant who does not respond timely to the rollover notice,  the Nonelective Contribution, Regular Matching Contribution or   may make a Direct Rollover of the Participant's Account (as  Additional Matching Contribution Accounts under a Prototype      described in Rev. Rul. 2000-36 or in any successor guidance, or  Plan, as the Employer elects in its Adoption Agreement, may      in any DOL guidance) in lieu of distributing the Participant's  comply with the safe harbor rules of Section 6.07(A) or the      Account.  non-safe harbor rules of Section 6.07(B). A Volume Submitter       Plan, as the Employer elects in its Adoption Agreement, may      (D) Automatic Rollover. If the Employer elects in its  provide hardship distributions under the safe harbor rules of    Adoption Agreement to provide for Mandatory Distributions  Section 6.07(A) or under the non-safe harbor hardship            described in Section 6.01(A), the Plan Administrator will apply  distribution rules of Section 6.07(B).                           this Section 6.08(D) to all Mandatory Distributions made before                                                                   the Participant attains the later of age 62 or Normal Retirement  (H)  Beneficiary's Hardship Need. If the Employer elects in      Age. The Employer in its Adoption Agreement will elect  Appendix B and effective on the date specified therein which     whether to apply this Section 6.08(D) to a specified amount or  may not be earlier than August 17, 2006, a Participant's hardship will apply this Section only to such Mandatory Distributions  event, for purposes of Section 6.07(A)(1), includes an           which exceed $1,000. In the event of any Mandatory  immediate and heavy financial need of a primary Individual       Distribution subject to this Section 6.08(D), if the Participant  Beneficiary of the Participant, that would constitute a hardship does not elect to have such distribution paid directly to an  event if it occurred with respect to the Participant's spouse or Eligible Retirement Plan the Participant specifies in a Direct  dependent as defined under Section 6.07(A)(1), but only as to    Rollover or to receive the distribution directly in accordance  the events described in Sections 6.07(A)(1)(a), (c) and (e). For with Section 6.01(A), then the Plan Administrator will pay the  purposes of this Section 6.07(H), a "primary Individual          distribution in a Direct Rollover to an Individual Retirement  Beneficiary" is an Individual Beneficiary who has an             Plan the Plan Administrator designates ("Automatic Rollover").  unconditional right to all or a portion of the Participant's       Account Balance upon the Participant's death.                        (1) Determination of Mandatory Distribution amount.                                                                          6.08 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER                           (a)  Rollovers count. The Plan Administrator, in  DISTRIBUTIONS.                                                   determining whether a Mandatory Distribution is greater than                                                                   $1,000 for purposes of this Section 6.08(D), will include the  (A)  Participant Election. A Participant (including for this     portion of the Participant's distribution attributable to any  purpose, a former Employee) may elect, at the time and in the    Rollover Contribution, regardless of the Employer's Adoption  manner prescribed by the Plan Administrator, to have any         Agreement election to include or exclude Rollover  portion of his/her Eligible Rollover Distribution from the Plan  Contributions in determining a Mandatory Distribution.  paid directly to an Eligible Retirement Plan specified by the      Participant in a Direct Rollover. For purposes of this Section           (b)  Roth and non-Roth Accounts. In determining  6.08, a Participant includes as to their respective interests, a the Mandatory Distribution amount under this Section 6.08(D),  Participant's surviving spouse and the Participant's spouse or   the Plan Administrator will aggregate a Participant's Roth  former spouse who is an alternate payee under a QDRO. A          Deferral and all other (non-Roth) Accounts if each Account                                                                   Balance exceeds $200. If either the Roth Deferral Account or     © 2014 Great-West Trust Company, LLC or its suppliers                                                             69  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            the total of all non-Roth Accounts is less than $200, the Plan     Administrator will apply this Section 6.08(D) only to the other      (3) Eligible Rollover Distribution. An Eligible Rollover  Account and will not aggregate the Account Balance under $200    Distribution is any distribution of all or any portion of the  with the other Account Balance.                                  Participant's Vested Account Balance, except: (a) any                                                                   distribution which is one of a series of substantially equal       (2) Spousal Beneficiaries, alternate payees and Plan        periodic payments (not less frequently than annually) made for  termination. Except as otherwise provided in Section 7.07(B),    the life (or life expectancy) of the Participant or the joint lives  the Automatic Rollover provisions of this Section 6.08(D) do     (or joint life expectancies) of the Participant and the Participant's  not apply to spousal Beneficiaries, to alternate payees under a  Beneficiary, or for a specified period of ten years or more; (b)  QDRO or to distributions upon Plan termination.                  any RMD under Section 6.02; (c) the portion of any distribution                                                                   which is not includible in gross income (except for Roth  (E)  Limitation on Employee Contribution and Roth                Deferral Accounts, Employee Contributions and determined  Rollovers.                                                       without regard to the exclusion of net unrealized appreciation                                                                   with respect to employer securities); (d) any hardship       (1) Employee Contributions. The non-taxable portion of      distribution; (e) a corrective distribution made under Article IV;  a Participant's Employee Contribution Account only may be        (f) a deemed distribution resulting from a defaulted Participant  transferred by means of a Direct Rollover to a qualified Defined loan which is not also an offset distribution; (g) any other  Contribution Plan described in Code §§401(a) or 403(a), or for   distributions described in Treas. Reg. §1.402(c)-2; and (h) as to  taxable years beginning after December 31, 2006, to a Code       a Direct Rollover, any distribution which otherwise would be an  §403(b) plan, that agrees to account separately for amounts so   Eligible Rollover Distribution, but where the total distributions  transferred, including accounting separately for the portion of  to the Participant during that calendar year are reasonably  such distribution which is includible in gross income and the    expected to be less than $200. For purposes of clause (h), a  portion of such distribution which is not includible in gross    Participant's Roth Deferral Account is deemed to constitute a  income. The non-taxable portion of a Participant's Employee      separate plan that is subject to a separate $200 limit. The Plan  Contributions also may be transferred by a Direct Rollover or by Administrator, in a form on which a Participant may elect a  a 60-day rollover to an Individual Retirement Plan. For purposes Direct Rollover, may restrict a Participant from directly rolling  of a rollover of a distribution which includes both Employee     over only a part of an Eligible Rollover Distribution where the  Contributions and pre-tax amounts, the Plan Administrator will   distribution amount does not exceed $500. In the case of such  treat the first amounts rolled over as attributable to the pre-tax distribution exceeding $500, the Plan Administrator's form may  amounts.                                                         require that any amount the Participant elects to directly roll                                                                   over be equal to $500 or a lesser specified amount.       (2) Roth Accounts. Except as otherwise described, the         provisions of this Section 6.08(E) apply for taxable years           (4) Individual Retirement Plan (or IRA). An Individual  commencing on or after January 1, 2006. A Participant's Roth     Retirement Plan (or IRA) is an individual retirement account  Account (which may include Roth deferrals, Roth rollovers, or    described in Code §408(a) or an individual retirement annuity  In-Plan Roth Rollovers) may be transferred by means of a Direct  described in Code §408(b), and, as the context requires, includes  Rollover to a Roth plan. A Participant also may transfer the     a Roth individual retirement account or a Roth individual  taxable portion of his/her Roth Account by a 60-day rollover to  retirement annuity.  a Roth plan. A "Roth plan" means any of the following plans        which accept Roth deferrals: a qualified plan described in Code  (G) Non-Spouse Designated Beneficiary Direct Rollover.  §401(k), a Code §403(b) plan, or commencing January 1, 2011,     Unless the Employer in Appendix B elects to delay the  a governmental 457(b) plan. A Participant's Roth Account also    application of this Section 6.08(G) to distributions made after  may be transferred by a Direct Rollover or by a 60-day rollover  December 31, 2009, for distributions after December 31, 2006, a  to a Roth Individual Retirement Plan.                            non-spouse Designated Beneficiary (including a trust which                                                                   qualifies as a Designated Beneficiary), by a Direct Rollover,  (F)  Definitions. The following definitions apply to this Section may roll over an Eligible Rollover Distribution to an Eligible  6.08:                                                            Retirement Plan; provided that for this purpose, an Eligible                                                                   Retirement Plan is an Individual Retirement Plan that the       (1) Direct Rollover. A Direct Rollover is a payment by      non-spouse Designated Beneficiary establishes for purposes of  the Plan to the Eligible Retirement Plan the distributee specifies receiving the distribution and which is treated as an inherited  in his/her Direct Rollover election or in the case of an Automatic IRA under Code §408(d)(3)(C). If a non-spouse Designated  Rollover, to the Individual Retirement Plan that the Plan        Beneficiary receives a distribution from the Plan, the  Administrator designates.                                        distribution is not eligible for a 60-day rollover.                                                                          (2) Eligible Retirement Plan. An Eligible Retirement            (1) Certain requirements not applicable before 2010.  Plan is an individual retirement account described in Code       Although a non-spouse Designated Beneficiary may roll over  §408(a), an individual retirement annuity described in Code      directly a distribution as provided in this Section 6.08(G), any  §408(b), an annuity plan described in Code §403(a), a qualified  distribution made prior to January 1, 2010, is not subject to the  trust described in Code §401(a), an arrangement described in     Direct Rollover requirements of Code §401(a)(31) (including  Code §403(b), an eligible governmental deferred compensation     Code §401(a)(31)(B)), the notice requirements of Code §402(f)  plan described in Code §457(b), or for distributions made after  or the mandatory withholding requirements of Code §3405(c),  December 31, 2007, a Roth IRA described in Code §408A(b).        or to the corresponding provisions of this Section 6.08.  However, with regard to a Participant's Roth Deferral Account,     an Eligible Retirement Plan is a Roth IRA described in Code          (2) RMDs not eligible for rollover. A non-spouse  §408A(b), or a Roth plan, as defined in Section 6.08(E)(2).      Designated Beneficiary may not roll over an amount which is an     © 2014 Great-West Trust Company, LLC or its suppliers                                                             70  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            RMD. If the Participant dies before his/her RBD and the          Code §401(a)(9) as in effect on December 31, 1983; (2) the  non-spouse Designated Beneficiary rolls over to an IRA the       Participant did not have an Account Balance as of December 31,  maximum amount eligible for rollover, the Beneficiary may        1983; (3) the election does not specify the timing and form of  elect to use either the Life Expectancy rule under Section       the distribution and the death Beneficiaries (in order of priority);  6.02(B)(1)(d) or the 5-year rule under Section 6.02(B)(1)(c), in (4) the substitution of a Beneficiary modifies the distribution  determining the RMDs from the IRA that receives the              payment period; or, (5) the Participant (or Beneficiary) modifies  non-spouse Beneficiary's Direct Rollover distribution.           or revokes the election. In the event of a revocation, the Trustee                                                                   must distribute, no later than December 31 of the calendar year       6.09 REPLACEMENT OF $5,000 AMOUNT. If the                   following the year of revocation, the amount which the  Employer in its Adoption Agreement under Section 6.01(A)(1)      Participant would have received under Section 6.02 if the  elects no Mandatory Distributions or elects a Mandatory          distribution designation had not been in effect or, if the  Distribution amount which is less than $5,000, all other Plan    Beneficiary revokes the distribution designation, the amount  references to "$5,000" remain unchanged unless the Employer      which the Beneficiary would have received under Section 6.02 if  in Appendix B elects to apply any lesser amount. However, any    the distribution designation had not been in effect. The Plan  such override election does not apply to Sections 3.02(D)        Administrator will apply this Section 6.10 to rollovers and  (relating to Catch-Up Deferrals, 3.10 (relating to SIMPLE Plans) Transfers in accordance with Treasury Reg. §1.401(a)(9)-8.  and 3.12(C)(2) (relating to Designated IRAs) and references        therein remain at $5,000. If this Plan is a Restated Plan with a     6.11 DEEMED SEVERANCE DISTRIBUTIONS. The  retroactive Effective Date, any Employer election under this     Employer in its Adoption Agreement will elect whether to  Section 6.09 must be consistent with the Plan Administrator's    permit a deemed severance distribution. If the Employer elects  operation of the Plan prior to the Employer's execution of its   to permit a deemed severance distribution, then notwithstanding  Restated Plan.                                                   Section 1.22(G), if a Participant performs service in the                                                                   uniformed services (as defined in Code §414(u)(12)(B)) on       6.10 TEFRA ELECTIONS.                                       active duty for a period of more than 30 days, the Participant                                                                   will be deemed to have a Severance from Employment solely for  (A)  Application of Election in Lieu of Other Provisions.        purposes of distribution of amounts from Contribution Types the  Notwithstanding the provisions of Sections 6.01, 6.02 and 6.03,  Employer has selected in the Adoption Agreement. If a  if the Participant (or Beneficiary) signed a written distribution Participant elects to receive a distribution on account of this  designation prior to January 1, 1984 ("TEFRA election"), the     deemed severance, and the distribution includes any of the  Plan Administrator must direct the Trustee to distribute the     Participant's Elective Deferrals, then the individual may not  Participant's Vested Account Balance in accordance with that     make Elective Deferrals or Employee Contributions to the Plan  election, subject however, to the Survivor Annuity requirements, during the 6-month period beginning on the date of the  if applicable, of Section 6.04.                                  distribution. If a Participant would be entitled to a distribution                                                                   on account of a deemed severance, and a distribution on account  (B)  Non-Application. This Section 6.10 does not apply to a      of another Plan provision (such as a QRD), then the other Plan  TEFRA election, and the Plan Administrator will not comply       provision will control and the 6-month suspension will not  with that election, if any of the following applies: (1) the elected apply.  method of distribution would have disqualified the Plan under          © 2014 Great-West Trust Company, LLC or its suppliers                                                             71  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE VII                                              ADMINISTRATIVE PROVISIONS         7.01 EMPLOYER ADMINISTRATIVE PROVISIONS.                                                                                       (B) Resignation and Removal. If the Employer, under Section  (A)  Information to Plan Administrator. The Employer must        1.43, appoints one or more persons to serve as Plan  supply current information to the Plan Administrator, including  Administrator, such person(s) shall serve until they resign by  the name, date of birth, date of employment, Compensation,       written notice to the Employer or until the Employer removes  leaves of absence, Years of Service and date of Separation from  them by written notice. In case of a vacancy in the position of  Service of each Employee who is, or who will be eligible to      Plan Administrator, the Employer will exercise any and all of  become, a Participant under the Plan, together with any other    the powers, authority, duties and discretion conferred upon the  information which the Plan Administrator considers necessary to  Plan Administrator pending the filling of the vacancy.  administer the Plan. The Employer's records as to the              information the Employer furnishes to the Plan Administrator     (C) General Powers and Duties. The Plan Administrator has  are conclusive as to all persons.                                the following general powers and duties which are in addition to                                                                   those the Plan otherwise accords to the Plan Administrator:  (B)  Plan Contributions. The Employer is solely responsible to     determine the proper amount of any Employer Contribution it          (1) Eligibility/benefit determination. To determine the  makes to the Plan and for the timely deposit to the Trust of the rights of eligibility of an Employee to participate in the Plan, all  Employer Contributions.                                          factual questions that arise in the course of administering the                                                                   Plan, the amount of a Participant's Account Balance (based on  (C)  Employer Action. The Employer must take any action          the value of the Trust assets, as determined by the Trustee, the  under the Plan in accordance with applicable Plan provisions     Custodian or the Named Fiduciary) and the Vested percentage  and with proper authority such that the action is valid and is   of each Participant's Account Balance.  binding upon the Employer.                                                                                                              (2) Rules/policies. To adopt rules of procedure and  (D)  No Responsibility for Others. Except as required under      regulations or policies the Plan Administrator considers  ERISA, the Employer has no responsibility or obligation under    reasonable or necessary for the proper and efficient  the Plan to Employees, Participants or Beneficiaries for any act administration of the Plan, provided the rules are not  required of the Plan Administrator, the Trustee, the Custodian,  inconsistent with the terms of the Plan, the Code, or ERISA. The  or any other service provider to the Plan (unless the Employer   Plan Administrator may, but is not required to reduce such rules,  also serves in such capacities).                                 regulations or policies to writing. The Plan Administrator at any                                                                   time may amend or terminate prospectively any Plan policy  (E)  Indemnity of Certain Fiduciaries. The Employer will         without the requirement of a formal Plan amendment. The  indemnify, defend and hold harmless the Plan Administrator       Employer or Plan Administrator also may create and modify  from and against any and all loss, damages or liability to which from time to time one or more administrative checklists which  the Plan Administrator may be subjected by reason of any act or  are not part of the Plan, but which are for the purpose of tracking  omission (except willful misconduct or gross negligence) in its  certain plan operational features, to generate written policies and  official capacities in the administration of this Plan or Trust or plan forms, and to facilitate proper administration of the Plan.  both, including attorneys' fees and all other expenses reasonably   incurred in the Plan Administrator's defense, in case the            (3) Construction/enforcement. To construe and enforce  Employer fails to provide such defense. The indemnification      the terms of the Plan and the rules, regulations and policies the  provisions of this Section 7.01(E) do not relieve the Plan       Plan Administrator adopts, including discretion to interpret the  Administrator from any liability the Plan Administrator may      basic plan document, the Adoption Agreement and any  have under ERISA for breach of a fiduciary duty. The Plan        document related to the Plan's operation.  Administrator and the Employer may execute a written               agreement further delineating the indemnification agreement of       (4) Distribution/valuation. To direct the Trustee  this Section 7.01(E), provided the agreement does not violate    regarding the crediting and distribution of the Trust Fund, to  ERISA. The indemnification provisions of this Section 7.01(E)    establish additional Valuation Dates, and to direct the Trustee to  do not extend to any Trustee, third party administrator,         conduct interim valuations on such Valuation Dates under  Custodian or other Plan service provider unless so provided in a Section 8.02(C)(4).  written agreement executed by such persons and the Employer.                                                                            (5) Claims. To review and render decisions regarding a  (F)  Settlor Expenses. The Employer will pay all reasonable      claim for (or denial of a claim for) a benefit under the Plan.  Plan expenses that the Plan Administrator under Section 7.04(C)    determines are "settlor expenses" under ERISA.                       (6) Information to Employer. To furnish the Employer                                                                   with information which the Employer may require for tax or       7.02 PLAN ADMINISTRATOR.                                    other purposes.                                                                     (A)  Compensation and Expenses. The Plan Administrator               (7) Service providers. To engage the service of agents  (and any individuals serving as Plan Administrator) will serve   whom the Plan Administrator may deem advisable to assist it  without compensation for services as such (unless the Plan       with the performance of its duties.  Administrator is not the Employer or an Employee), but the         Employer or the Plan will pay all reasonable expenses of the         (8) Investment Manager. If the Plan Administrator is the  Plan Administrator, in accordance with Section 7.04(C)(2).       Named Fiduciary (or the Named Fiduciary otherwise designates     © 2014 Great-West Trust Company, LLC or its suppliers                                                             72  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            the Plan Administrator to do so), to engage the services of an   determine the correctness or deductibility of any Employer  Investment Manager or Managers (as defined in ERISA §3(38)),     Contribution.  each of whom will have full power and authority to manage,         acquire or dispose (or direct the Trustee with respect to            (3) Reliance on information. The Plan Administrator in  acquisition or disposition) of any Plan asset under such         administering the Plan is entitled to, but is not required to rely  Investment Manager's control.                                    upon, information which a Participant, Beneficiary, Trustee,                                                                   Custodian, the Employer, a Plan service provider or       (9) Funding. As the Code or ERISA may require, to           representatives thereof provide to the Plan Administrator.  establish and maintain a funding policy and a funding standard     account and to make credits and charges to that account. The     (F) Allocation of Responsibility. If more than one person or  Plan Administrator will review, not less often than annually, all entity is the Plan Administrator, then the Employer may assign  pertinent Employee information and Plan data in order to         certain duties between them. In that case, the assigned Plan  establish the funding policy of the Plan and to determine the    Administrator shall have sole responsibility for the assigned  appropriate methods of carrying out the Plan's objectives. The   duty and shall not have responsibility for any other duties of the  Plan Administrator must communicate periodically, as it deems    Plan Administrator. However, at least one person or entity  appropriate, to the Trustee and to any Plan Investment Manager   designated as Plan Administrator shall have and exercise all  the Plan's short-term and long-term financial needs for the      duties and powers of the Plan Administrator not otherwise  coordination of the Plan's investment policy with Plan financial assigned.   requirements.                                                                                                                           7.03 DIRECTION OF INVESTMENT.       (10) Records. To maintain Plan records and records of the     Plan Administrator's activities, as necessary or appropriate for (A) Employer Direction of Investment. The Employer has the  the proper administration of the Plan.                           right to direct the discretionary Trustee with respect to the                                                                   investment and re-investment of assets comprising the Trust       (11) Tax returns and other filings. To file with DOL or     Fund only if and to the extent the discretionary Trustee consents  IRS as may be required, the Plan's informational tax return, and in writing to permit such direction. The Employer will direct a  to make such other filings as the Plan Administrator deems       nondiscretionary Trustee as to the Trust Fund investments in  necessary or appropriate.                                        accordance with Article VIII unless an Investment Manager, the                                                                   Participants or the Named Fiduciary are directing the       (12) Notices and disclosures. To give and to make to        nondiscretionary Trustee as to such investments.  Participants and to other parties, all Plan related notices and    disclosures.                                                     (B) Participant/Beneficiary Direction of Investment. The                                                                   Plan Administrator may adopt a policy to permit Participants to       (13) Overpayment. To seek return from a Participant or      direct the investment of one or more of their Plan Accounts,  Beneficiary of any distributed amount which exceeds their        subject to the provisions of this Section 7.03(B). The Plan  distributable Vested Account Balance (or exceeds the amount      Administrator may impose reasonable and nondiscriminatory  which otherwise should have been distributed) and to allocate    administrative conditions on the Participants' ability to direct  any recovered overpayment in accordance with the Plan terms.     their Account investments. For purposes of this Section 7.03(B),                                                                   a Participant includes a Beneficiary where the Beneficiary has       (14) Catch-all. To make any other determinations and        succeeded to the Participant's Account and where the Plan  undertake any other actions the Plan Administrator in its        Administrator's policy affords the Beneficiary self-direction  discretion believes are necessary or appropriate for the         rights. However, under the Plan Administrator's policy a  administration of the Plan (except to the extent that the        Beneficiary may or may not have the same direction of  Employer provides express contrary direction) and to otherwise   investment rights as a Participant.  administer the Plan in accordance with the Plan terms.                                                                                  (1) Trustee authorization and procedures. Under any  (D)  401(k) Plan Elective Deferrals. If the Plan is a 401(k)     Plan Administrator policy permitting Participant direction of  Plan, the Plan Administrator may adopt such policies regarding   investment, the Trustee must consent in writing to permit such  Elective Deferrals as it deems necessary or appropriate to       direction. If the Employer, in its Adoption Agreement,  administer the Plan. The Plan Administrator also will prescribe a designates the Trustee as a nondiscretionary Trustee, the  Salary Reduction Agreement form for use by Participants. See     Employer may direct the Trustee to consent to Participant  Section 1.57.                                                    direction of investment. If the Trustee consents to Participant                                                                   direction of investment, the Trustee only will accept direction  (E)  Limitations on Plan Administrator Responsibility.           from each Participant (or from the Participant's properly                                                                   appointed independent investment adviser, financial planner or       (1) Acts of others. Except as required under ERISA, the     legal representative) on a written direction of investment form  Plan Administrator has no responsibility or obligation under the the Plan Administrator or Trustee provides or otherwise  Plan to Participants or Beneficiaries for any act required of the approves for this purpose. The Trustee may establish written  Employer, the Trustee, the Custodian or any other service        procedures relating to Participant direction of investment under  provider to the Plan (unless the Plan Administrator also serves in this Section 7.03(B) as are not inconsistent with the Plan  such capacities).                                                Administrator's policy regarding Participant direction, including                                                                   procedures or conditions for electronic transfers or for changes       (2) Plan contributions. The Plan Administrator is not       in investments by Participants or by their properly appointed  responsible for collecting any required Plan contribution or to  independent investment advisers, financial planners or legal                                                                   representatives. The Plan Administrator will maintain, or direct     © 2014 Great-West Trust Company, LLC or its suppliers                                                             73  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            the Trustee to maintain, an appropriate Account designated in    accrual and allocation in accordance with the Plan terms, or for  the name of the Plan or Trust and for the benefit of the         other special items as the Plan Administrator determines is  Participant, to the extent a Participant's Account is subject to necessary and appropriate for proper plan administration.  Participant self-direction. Such an Account is a                   Participant-Directed Account under Section 7.04(A)(2)(b).            (1) By Contribution Type. The Plan Administrator, will                                                                   establish Plan Accounts for each Participant as necessary to       (2) ERISA §404(c). No Plan fiduciary (including the         reflect his/her Accounts attributable to the following  Employer and Trustee) is liable for any loss or for any breach   Contribution Types and the Earnings attributable thereto:  resulting from a Participant's or Beneficiary's direction of the Pre-Tax Deferrals, Roth Deferrals, Regular Matching  investment of any part of his/her directed Account to the extent Contributions, Nonelective and other Employer Contributions,  the Participant's or Beneficiary's exercise of his/her right to  QNECs, QMACs, Safe Harbor Contributions, Additional  direct the investment of his/her Account satisfies the           Matching Contributions, Rollover Contributions (including Roth  requirements of ERISA §404(c).                                   versus pre-tax amounts), In-Plan Roth Rollover Contributions,                                                                   Transfers, SIMPLE Contributions, Prevailing Wage       (3) Participant loans. As part of any loan policy the Plan  Contributions, Employee Contributions, DECs and Designated  Administrator establishes under Section 7.06, the Plan           IRA Contributions.   Administrator under Section 7.06(E) may treat a Plan loan made     to a Participant as a Participant direction of investment, even if   (2) By investment account type. The Plan Administrator  the Plan Administrator has not adopted a policy permitting       will establish separate Accounts for each Participant as  Participants to direct their own Account investments.            necessary to reflect his/her investment account types as                                                                   described below:       (4) Investment services programs. The Plan                    Administrator, as part of its Participant direction policy under         (a)  Pooled Accounts. A Pooled Account is an  this Section 7.03(B), may permit Participants to appoint an      Account which for investment purposes is not a Segregated  Investment Manager or Managers, which may be the Trustee,        Account or a Participant-Directed Account. If any or all Plan  Custodian or an affiliate thereof, to render investment allocation investment Accounts are Pooled Accounts, each Participant's  services, investment advice or management services               Account has an undivided interest in the assets comprising the  (collectively, an "investment services program") to the          Pooled Account. In a Pooled Account, the value of each  appointing Participants.                                         Participant's Account Balance consists of that proportion of the                                                                   net worth (at fair market value) of the Trust Fund which the net       (5) Failure to give direction/default investments. If a     credit balance in his/her Account (exclusive of the cash value of  Participant fails to give direction as to the investment of his/her incidental benefit insurance contracts) bears to the total net  Account or of any portion thereof which is subject to Participant credit balance in the Accounts (exclusive of the cash value of  direction, the Trustee (or other applicable Plan fiduciary) may  the incidental benefit insurance contracts) of all Participants plus  invest the undirected Account assets in one or more default      the cash surrender value of any incidental benefit insurance  investments of the Trustee's (or other applicable Plan           contracts held by the Trustee on the Participant's life.   fiduciary's) choosing. Any such default investments may, but are   not required to comply with ERISA Section 404(c)(5) and the              (b)  Participant-Directed Accounts. A  regulations thereunder, relating to qualified default investment Participant-Directed Account is an Account that the Plan  alternatives (QDIA).                                             Administrator establishes and maintains or directs the Trustee to                                                                   establish and maintain for a Participant to invest in one or more  (C)  Direction Consistent with Plan. To constitute a proper      assets that are not pooled assets held by the Trust, such as assets  direction, any direction of investment given to the Trustee or   in a brokerage account or other property in which other  Custodian under the Plan must be in accordance with the Plan     Participants do not have any interest. As the Plan Administrator  terms and must not be contrary to ERISA.                         determines, a Participant-Directed Account may provide for a                                                                   limited number and type of investment options or funds, or may       7.04 ACCOUNT ADMINISTRATION, VALUATION                      be open-ended and subject only to any limitations imposed by  AND EXPENSES.                                                    ERISA. A Participant may have one or more                                                                   Participant-Directed Accounts in addition to Pooled or  (A)  Individual Accounts. The Plan Administrator, as             Segregated Accounts. A Participant-Directed Account is  necessary for the proper administration of the Plan, will        credited and charged with the Earnings under Section  maintain, or direct the Trustee to maintain, a separate Account, 7.04(B)(4)(e). As of each Valuation Date, the Plan  or multiple Accounts, in the name of each Participant to reflect Administrator must reduce a Participant-Directed Account for  the Participant's Account Balance under the Plan. The Plan       any forfeiture arising from Section 5.07 after the Plan  Administrator will make its allocations of Employer              Administrator has made all other allocations, changes or  Contributions and of Earnings, or will request the Trustee to    adjustments to the Account (excluding Earnings) for the  make such allocations, to the Accounts of the Participants as    Valuation Period.  necessary to maintain proper Plan records and in accordance        with the applicable: (i) Contribution Types under Section                (c)  Segregated Accounts. A Segregated Account is  7.04(A)(1); (ii) allocation conditions under Section 3.06; (iii) an Account the Plan Administrator establishes and maintains or  investment account types under Section 7.04(A)(2); and (iv)      directs the Trustee to establish and maintain for a Participant: (i)  Earnings allocation methods under Section 7.04(B). The Plan      as the result of a cash-out repayment under Section 5.04; (ii) to  Administrator may also maintain, or direct the Trustee to        facilitate installment payments under Section 6.03; (iii) to hold a  maintain, a separate temporary Account for Participant           QDRO amount under Section 6.05; (iv) to prevent a distortion of  forfeitures which occur during a Plan Year, pending their        Plan Earnings allocations; or (v) for such other purposes as the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             74  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Plan Administrator may direct. A Segregated Account receives     Participant-Directed Account method, or other method the  all income it earns and bears all expense or loss it incurs. The Employer elects under its Adoption Agreement. The Employer  Trustee will invest the assets of a Segregated Account consistent in its Adoption Agreement may elect alternative methods under  with the purpose for which the Plan Administrator or Trustee     which the Plan Administrator will allocate the Earnings to the  established the Account. As of each Valuation Date, the Plan     Accounts reflecting different Contribution Types or investment  Administrator must reduce a Segregated Account for any           Account types which the Plan Administrator maintains under the  forfeiture arising under Section 5.07 after the Plan Administrator Plan. The Plan Administrator first will adjust the Participant  has made all other allocations, changes or adjustments to the    Accounts, as those Accounts stood at the beginning of the  Account (excluding Earnings) for the Valuation Period.           current Valuation Period, by reducing the Accounts for any                                                                   forfeitures, distributions, and loan disbursement payments       (3) Amount of Account/distributions. The amount of a        arising under the Plan, for expenses charged during the  Participant's Account, as determined by the Plan Administrator,  Valuation Period to the Accounts in accordance with Section  is equal to the sum of all contributions, Earnings and other     7.04(C)(2)(b) (expenses directly related to a Participant's  additions credited to the Account, less all distributions        Account) and Section 9.01 (relating to insurance premiums), and  (including distributions to Beneficiaries and to alternate payees for the cash value of incidental benefit insurance contracts. The  and also including disbursement of Plan loan proceeds),          Plan Administrator then, subject to the restoration allocation  expenses and other charges against the Account as of a           requirements of the Plan, will allocate Earnings under the  Valuation Date or other relevant date. For purposes of a         applicable valuation method.  distribution under the Plan, the amount of a Participant's         Account Balance is determined based upon its value on the                (a) Daily valuation method. If the Employer in its  Valuation Date immediately preceding or coinciding with the      Adoption Agreement elects to apply the daily valuation method,  date of the distribution. If any or all Plan investment Accounts the Plan Administrator will allocate Earnings on each day of the  are Participant-Directed Accounts, the directing Participant's   Plan Year for which Plan assets are valued on an established  Account Balance consists of the assets held within the           market and the Trustee is conducting business. Under the daily  Participant-Directed Account and the value of the Account is     valuation method, all assets subject to such method are subject to  determined based upon the fair market value of such assets.      daily valuation. The assets may be held in Participant-Directed                                                                   Accounts or in Accounts which are subject to Trustee or other       (4) Account statements. As soon as practicable after the    fiduciary investment direction.  Accounting Date of each Plan Year and any other date that          ERISA requires, the Plan Administrator will deliver within any           (b) Balance forward method. If the Employer in its  time prescribed by ERISA, to each Participant (and to each       Adoption Agreement elects to apply the balance forward  Beneficiary) a statement reflecting the amount of his/her        method, the Plan Administrator will allocate Earnings pro rata to  Account Balance in the Trust as of the statement date or most    the adjusted Participant Accounts, since the last Valuation Date.  recent Valuation Date. The statement will also include any and     all other information as of that date that ERISA may require. No         (c) Balance forward with adjustment method. If  Participant, except the Plan Administrator/Participant or        the Employer in its Adoption Agreement elects to apply the  Trustee/Participant, has the right to inspect the records reflecting balance forward with adjustment method, the Plan Administrator  the Account of any other Participant.                            will allocate pursuant to the balance forward method, except it                                                                   will treat as part of the relevant Account at the beginning of the  (B)  Allocation of Earnings. This Section 7.04(B) applies        Valuation Period the percentage of the contributions made as the  solely to the allocation of Earnings of the Trust Fund. The Plan Employer elects in its Adoption Agreement, during the  Administrator will allocate Employer Contributions and           Valuation Period the Employer elects in its Adoption  Participant forfeitures, if any, in accordance with Article III. Agreement.                                                                          (1) Allocate as of Valuation Date. As of each Valuation             (d) Weighted average method. If the Employer in  Date, the Plan Administrator must adjust Accounts to reflect     its Adoption Agreement elects to apply a weighted average  Earnings for the Valuation Period since the last Valuation Date. allocation method, the Plan Administrator will allocate pursuant                                                                   to the balance forward method, except it will treat a weighted       (2) Definition of Valuation Date. A Valuation Date          portion of the applicable contributions as if includible in the  under this Plan is each: (a) Accounting Date; (b) Valuation Date Participant's Account as of the beginning of the Valuation  the Employer elects in its Adoption Agreement; or (c) Valuation  Period. The weighted portion is a fraction, the numerator of  Date the Plan Administrator establishes under Section            which is the number of months in the Valuation Period,  7.02(C)(4). The Employer in its Adoption Agreement or the        excluding each month in the Valuation Period which begins  Plan Administrator may elect alternative Valuation Dates for the prior to the contribution date of the applicable contributions, and  different Contribution Types which the Plan Administrator        the denominator of which is the number of months in the  maintains under the Plan.                                        Valuation Period. The Employer in its Adoption Agreement may                                                                   elect to substitute a weighting period other than months for       (3) Definition of Valuation Period. The Valuation           purposes of this weighted average allocation.  Period is the period beginning on the day after the last Valuation   Date and ending on the current Valuation Date.                           (e) Participant-Directed Account method. The                                                                   Employer in its Adoption Agreement must elect to apply the       (4) Allocation methods. The Plan Administrator will         Participant-Directed Account method to any  allocate Earnings to the Participant Accounts in accordance with Participant-Directed Account under the Plan. See Sections  the daily valuation method, balance forward method, balance      7.03(B) and 7.04(A)(2)(b). Under the Participant-Directed  forward with adjustment method, weighted average method,         Account method: (i) each Participant-Directed Account is     © 2014 Great-West Trust Company, LLC or its suppliers                                                             75  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            credited and charged with the Earnings such Account generates;   Adoption Agreement must elect the method the Plan  (ii) the Employer's election, if any, in its Adoption Agreement of Administrator will apply to allocate Earnings to such  another method for the allocation of Earnings will not apply to  contributions made during the Plan Year and must elect any  any Participant-Directed Account; and (iii) the                  alternative Valuation Dates for the different Account types  Participant-Directed Account may be valued as often as daily,    which the Plan Administrator maintains under the Plan.  but will be valued at least annually, and all assets in the Account   are not necessarily valued on the same frequency. An Account     (C) Plan Expenses. The Plan Administrator consistent with  which is subject to the Participant-Directed Account method      ERISA must determine whether a particular Plan expense is a  includes an individual brokerage account or similar account in   settlor expense which the Employer must pay.  title to the Trustee for the benefit of the Participant.                                                                                (1) Employer election as to non-settlor expenses. The       (5) Special Earnings allocation rules.                      Employer will direct the Plan Administrator as to whether the                                                                   Employer will pay any or all non-settlor reasonable Plan           (a) Code §415 Excess Amounts. An Excess Amount          expenses or whether the Plan must bear the expense.  described in Article IV does not share in the allocation of        Earnings described in this Section 7.04(B).                          (2) Allocation of Plan expense. As to any and all                                                                   non-settlor reasonable Plan expenses, including Trustee fees,           (b) Contributions prior to accrual or precise           which the Employer determines that the Plan will pay, the Plan  determination. If the Employer in its Adoption Agreement         Administrator has discretion: (i) to determine which of such  elects to impose one or more allocation conditions under Section expenses will charged to the Plan as a whole and the method of  3.06 and the Employer contributes to the Plan amounts which at   allocating such Plan expenses under Section 7.04(C)(2)(a); (ii)  the time of the contribution have not accrued under the Plan     to determine which of such expenses the Plan will charge to an  terms ("pre-accrual contributions"), the Trustee may hold the    individual Participant's Account under Section 7.04(C)(2)(b);  pre-accrual contributions in the Trust and may invest such       and (iii) to adopt an expense policy regarding the foregoing. The  contributions as the Trustee (or other applicable Plan fiduciary) Plan Administrator must exercise its discretion under this  determines, pending accrual and allocation to Participant        Section 7.04(C)(2) in a reasonable, uniform and  Accounts. When the Plan Administrator allocates to Participants  nondiscriminatory manner. The Plan Administrator will direct  who have satisfied the Plan's allocation conditions the          the Trustee to pay from the Trust and to charge to the overall  Employer's pre-accrual contributions, the Plan Administrator     Plan or to particular Participant Accounts the expenses under  also will allocate the Earnings thereon pro rata in relation to  this Section 7.04(C)(2) in accordance with the Plan  each Participant's share of the pre-accrual contribution. The Plan Administrator's election of expense charging method or policy.  Administrator also may elect to apply this Section 7.04(B)(5)(b)   to any other situation in which the Plan Administrator cannot            (a) Charge to overall Plan (pro rata or per  determine precisely the amount a Participant's allocation as of  capita). If the Plan Administrator charges a Plan expense to the  the date that the Employer makes an Employer Contribution        Accounts of all Participants, the Plan Administrator may  (excluding Elective Deferrals) to the Trust. The Employer in     allocate the Plan expense either pro rata in relation to the total  Appendix B may elect an alternative nondiscriminatory method     balance in each Account on the date the expense is allocated  to allocate the Earnings attributable to contributions described in (using the balance determined as of the most recent Valuation  this Section 7.04(B)(5)(b).                                      Date) or per capita (an equal amount) to each Participant's                                                                   Account.           (c) Forfeitures prior to accrual/allocation. The          Trustee (or other applicable Plan fiduciary) will direct the             (b) Charge to individual Participant Accounts.  investment of any separate temporary forfeiture Account created  The Plan Administrator may charge a Participant's Account for  under Section 7.04(A). As of each Accounting Date, or interim    any reasonable Plan expenses directly related to that Account,  Valuation Date, if applicable, the Plan Administrator will       including, but not limited to the following categories of fees or  allocate the Earnings from the temporary forfeiture Account, if  expenses: distribution, loan, acceptance of rollover, QDRO,  any, to the Accounts of the Participants in accordance with the  "lost Participant" search, account maintenance, brokerage  provisions of Section 7.04(B)(4), or will allocate such Earnings accounts, investment management and benefit calculations. The  in the same manner as Earnings on pre-accrual contributions      Plan Administrator may charge a Participant's Account for the  under Section 7.04(B)(5)(b).                                     reasonable expenses incurred in connection with the                                                                   maintenance of or a distribution from that Account even if the           (d) Accounting after Forfeiture Break in Service.       charging of such expenses would result in the elimination of the  If a Participant re-enters the Plan subsequent to his/her having a Participant's Account or in the Participant's not receiving an  Forfeiture Break in Service (as defined in Section 5.06(B)), the actual distribution. However, if the actual Account expenses  Plan Administrator, or the Trustee, must maintain a separate     exceed the Participant's Account Balance, the Plan  Account for the Participant's pre-Forfeiture Break in Service    Administrator will not charge the Participant outside of the Plan  Account Balance and a separate Account for his post-Forfeiture   for such excess expenses.  Break in Service Account Balance, unless the Participant's entire   Account Balance under the Plan is 100% Vested.                           (c) Participant's direct payment of investment                                                                   expenses. The Plan Administrator may permit Participants to           (e) Coordination of allocation and valuation            pay directly (outside the Plan) to the service provider Plan  elections. If the Plan is a 401(k) Plan that provides for Elective expenses such as investment management fees, provided such  Deferrals, if the Plan permits Employee Contributions, or if the expenses: (i) would be properly payable either by the Employer  Plan allocates Nonelective or Matching Contributions as of any   or the Plan and are not "settlor" expenses payable exclusively by  date other than the last day of the Plan Year, the Employer in its the Employer; (ii) are not paid by the Employer or by the Plan;     © 2014 Great-West Trust Company, LLC or its suppliers                                                             76  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            and (iii) are not intrinsic to the value of the Plan assets as   Administrator will prescribe the form for the Participant's  described in Rev. Rul. 86-142 or in any successor ruling. This   written designation of Beneficiary and, upon the Participant's  Section 7.04(C)(2)(c) does not permit a Participant to reimburse proper completion and filing of the form with the Plan  the Plan for expenses the Plan previously has paid. To the extent Administrator, the form effectively revokes all designations filed  a Participant does not pay an expense the Participant may pay    prior to that date by the same Participant. This Section 7.05(A)  according to this Section 7.04(C)(2)(c), the Plan Administrator  also applies to the interest of a deceased Beneficiary or a  will charge the expense under Sections 7.04(C)(2)(a) or          deceased alternate payee where the Beneficiary or alternate  7.04(C)(2)(b) in accordance with the Plan Administrator's        payee has designated a Beneficiary.  expense policy.                                                                                                                         (1) Automatic revocation of spousal designation. A           (d) Charges to former Employee-Participants. The        divorce decree revokes the Participant's prior designation, if any,  Plan Administrator may charge reasonable Plan expenses to the    of his/her spouse or former spouse as his/her Beneficiary under  Accounts of former Employee-Participants, even if the Plan       the Plan unless: (a) a QDRO provides otherwise; or (b) the  Administrator does not charge Plan expenses to the Accounts of   Employer in Appendix B elects otherwise. This Section  current Employee-Participants. The Plan Administrator may        7.05(A)(1) applies solely to a Participant whose divorce  charge different amounts or types of reasonable Plan expenses to becomes effective on or after the date the Employer executes  the Accounts of former Employee-Participants, versus what it     this Plan unless: (i) the Plan is a Restated Plan and the prior Plan  charges to the Accounts of current Employee-Participants. The    contained a provision to the same effect; or (ii) regardless of the  Plan Administrator may charge the Accounts of former             application of (i), the Employer in Appendix A provides for a  Employee-Participants by applying one of the Section             special Effective Date for this Section 7.05(A)(1).  7.04(C)(2)(a) or (b) methods.                                                                                                           (2) Coordination with QJSA/QPSA requirements. If           (e) ERISA compliance. This Section 7.04(C) does         Section 6.04 applies to the Participant, this Section 7.05 does not  not authorize the Plan to charge a Participant for information   impose any special spousal consent requirements on the  that ERISA requires the Plan to furnish free of charge upon the  Participant's Beneficiary designation unless the Participant  Participant's request. In addition, the Plan Administrator as    waives the QJSA or QPSA benefit. If the Participant waives the  ERISA may require, must disclose the nature of any Plan          QJSA or QPSA benefit without spousal consent to the  expenses and the manner of charging of any Plan expenses to      Participant's Beneficiary designation: (a) any waiver of the  the Plan or to particular Participant Accounts and must apply its QJSA or of the QPSA is not valid; and (b) if the Participant dies  expense policy in a manner which is consistent with ERISA.       prior to his/her Annuity Starting Date, the Participant's                                                                   Beneficiary designation will apply only to the portion of the  (D)  ERISA Fee Recapture Account. The Plan Administrator         death benefit which is not payable as a QPSA. Regarding clause  in its discretion may use an ERISA Fee Recapture Account to      (b), if the Participant's surviving spouse is a primary Beneficiary  pay non-settlor Plan Expenses and may allocate funds in the      under the Participant's Beneficiary designation, the Trustee will  ERISA Recapture Account (or excess funds therein after           satisfy the spouse's interest in the Participant's death benefit first  payment of Plan Expenses) as Earnings. The Plan Administrator    from the portion which is payable as a QPSA.  will exercise its discretion in a reasonable, uniform and          nondiscriminatory manner.                                            (3) Profit Sharing Plan exception. If the Plan is a Profit                                                                   Sharing Plan which the Employer under Section 6.04(G) has       (1) Definition of ERISA Fee Recapture Account. An           elected in its Adoption Agreement to exempt all Exempt  ERISA Fee Recapture Account is an account designated to          Participants from the QJSA and QPSA requirements of Section  receive amounts which a Plan service provider receives in the    6.04, the Beneficiary designation of a married Exempt  form of 12b-1 fees, sub-transfer agency fees, shareholder        Participant, as described in Section 6.04(G), is not valid unless  servicing fees or similar amounts (also known as "revenue        the Participant's spouse consents (in the manner described in  sharing"), which the service provider receives from a source     Section 6.04(A)(7)) to the Beneficiary designation. The spousal  other than the Plan and which the service provider may remit to  consent requirement in this Section 7.05(A)(3) does not apply if  the Plan.                                                        the Participant's spouse is the Participant's sole primary                                                                   Beneficiary. A "sole primary Beneficiary" is the individual who  (E)  Late Trading and Market Timing Settlement. In the           has an unconditional right to all of the Participant's Account  event the Plan becomes entitled to a settlement from a mutual    Balance upon the Participant's death.  fund or other investment relating to late trading, market timing   or other activities, the Plan Administrator will allocate the        (a) One-Year Marriage Rule. The Employer in its  settlement proceeds to Participants and Beneficiaries in         Adoption Agreement will elect whether to apply the "one-year  accordance with FAB 2006-01.                                     marriage rule". If the Employer elects to apply the one-year                                                                   marriage rule, the spousal consent requirement of this Section       7.05 PARTICIPANT ADMINISTRATIVE PROVISIONS.                 7.05(A)(3) does not apply unless the Exempt Participant and                                                                   his/her spouse were married throughout the one year period  (A)  Beneficiary Designation. A Participant from time to time    ending on the date of the Participant's death. If the Employer  may designate, in writing, any person(s) (including a trust or   elects to apply the one-year marriage rule under this Section  other entity), contingently or successively, to whom the Trustee 7.05(A)(3), but the Participant is not an Exempt Participant  will pay all or any portion of the Participant's Vested Account  (such that the QJSA and QPSA requirements apply to the  Balance (including any life insurance proceeds payable to the    Participant), the one-year marriage rule under Section 6.04(B)  Participant's Account) in the event of death. A Participant under applies only to the QPSA.  Section 6.03(B)(1) also may designate the method of                distribution of his/her Account to the Beneficiary. The Plan     © 2014 Great-West Trust Company, LLC or its suppliers                                                             77  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (4) Limitation on frequency of Beneficiary changes. A       (E) Simultaneous Death of Participant and Beneficiary. If a  Participant may change his/her Beneficiary in accordance with    Participant and his/her Beneficiary should die simultaneously, or  this Section 7.05(A) as often as the Participant wishes, unless  under circumstances that render it difficult or impossible to  the Employer in Appendix B elects to impose a minimum time       determine who predeceased the other, then unless the  interval between changes, but with an exception for certain      Participant's Beneficiary designation otherwise specifies, the  major life events, such as death of a Beneficiary, divorce and   Plan Administrator will presume conclusively that the  other such events as the Plan Administrator reasonably may       Beneficiary predeceased the Participant.  determine.                                                                                                                          (F) Incapacitated Participant or Beneficiary. If, in the       (5) Definition of spouse. The Employer in Appendix B        opinion of the Plan Administrator, a Participant or Beneficiary  may define the term "spouse" for all Plan purposes.              entitled to a Plan distribution is not able to care for his/her                                                                   affairs because of a mental condition, a physical condition, or by  (B)  Default Beneficiary. If: (i) a Participant fails to name a  reason of age, at the direction of the Plan Administrator, the  Beneficiary in accordance with Section 7.05(A); or (ii) the      Trustee will make the distribution to the Participant's or  Beneficiary (and all contingent or successive Beneficiaries)     Beneficiary's guardian, conservator, trustee, custodian  whom the Participant designates predecease the Participant, are  (including under a Uniform Transfers or Gifts to Minors Act) or  invalid for any reason, or disclaim the Participant's Vested     to his/her attorney-in-fact or to other legal representative, upon  Account Balance and the Plan Administrator has accepted the      furnishing evidence of such status satisfactory to the Plan  disclaimers as valid, then the Trustee (subject to any contrary  Administrator and to the Trustee. The Plan Administrator and  provision in Appendix B under Section 7.05(C)) will distribute   the Trustee do not have any liability with respect to payments so  the Participant's Vested Account Balance in accordance with      made and neither the Plan Administrator nor the Trustee has any  Section 6.03 in the following order of priority to:              duty to make inquiry as to the competence of any person entitled                                                                   to receive payments under the Plan.       (1) Spouse. The Participant's surviving spouse (without       regard to the one-year marriage rule of Sections 6.04(B) and     (G) Assignment or Alienation. Except as provided in Code  7.05(A)(3)(a)), except where the spouse would be revoked as      §414(p) relating to QDROs (or a domestic relations order  Beneficiary under Section 7.05(A)(1), had the Participant named  entered into before January 1, 1985) and in Code §401(a)(13)  the spouse as Beneficiary; and if no surviving spouse to         relating to certain voluntary, revocable assignments, judgments                                                                   and settlements, neither a Participant nor a Beneficiary may       (2) Descendants. The Participant's children (including      anticipate, assign or alienate (either at law or in equity) any  adopted children), in equal shares by right of representation (one benefit provided under the Plan, and the Trustee will not  share for each surviving child and one share for each child who  recognize any such anticipation, assignment or alienation.  predeceases the Participant with living descendants); and if none Except as provided by Code §401(a)(13), a benefit under the  to                                                               Plan is not subject to attachment, garnishment, levy, execution                                                                   or other legal or equitable process.       (3) Parents. The Participant's surviving parents, in equal    shares; and if none to                                           (H) Information Available. Any Participant or Beneficiary                                                                   without charge may examine the Plan description, copy of the       (4) Estate. The Participant's estate.                       latest annual report, any bargaining agreement, this Plan and                                                                   Trust, and any contract or any other instrument which relates to  (C)  Administration of Default Provision. The Employer in        the establishment or administration of the Plan or Trust. The  Appendix B may specify a different list or ordering of the list of Plan Administrator will maintain all of the items listed in this  default beneficiaries than under Section 7.05(B); provided       Section 7.05(H) in its office, or in such other place or places as  however, that if the Plan is a Profit Sharing Plan, and the Plan it may designate from time to time in order to comply with  includes Exempt Participants, as to such Exempt Participants,    ERISA, for examination during reasonable business hours. Upon  the Employer may not specify a different default Beneficiary list the written request of a Participant or a Beneficiary, the Plan  or order unless the Participant's surviving spouse will be the sole Administrator must furnish the Participant or Beneficiary with a  primary Beneficiary. The Plan Administrator will direct the      copy of any item listed in this Section 7.05(H). The Plan  Trustee as to the distribution method and to whom the Trustee    Administrator may impose a reasonable copying charge upon  will make the distribution under Section 7.05(B).                the requesting person.                                                                     (D)  Death of Beneficiary. If the Beneficiary survives the       (I) Claims Procedure for Denial of Benefits. A Participant or  Participant, but dies prior to distribution of the Participant's a Beneficiary may file with the Plan Administrator a written  entire Vested Account Balance, the Trustee will distribute the   claim for benefits, if the Participant or the Beneficiary disputes  remaining Vested Account Balance in the same manner as           the Plan Administrator's determination regarding the  described in Sections 7.05(B) and (C) (applied as though the     Participant's or Beneficiary's Plan benefit. However, the Plan  Beneficiary were the Participant) unless: (1) the Participant's  will distribute only such Plan benefits to Participants or  Beneficiary designation provides otherwise; or (2) the           Beneficiaries as the Plan Administrator in its discretion  Beneficiary has properly designated a beneficiary. A Beneficiary determines a Participant or Beneficiary is entitled to receive.  only may designate a beneficiary for the Participant's Account   The Plan Administrator will create a written claims procedure as  Balance remaining at the Beneficiary's death if the Participant  part of (or which accompanies) the Plan's summary plan  has not previously designated a successive contingent            description. This Section 7.05(I) specifically incorporates the  beneficiary and the Beneficiary's designation otherwise          written claims procedure as from time to time published by the  complies with the Plan terms.                                    Plan Administrator as a part of the Plan, except that the Plan                                                                   Administrator may amend the claims procedure without regard     © 2014 Great-West Trust Company, LLC or its suppliers                                                             78  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            to Section 11.02. If the Plan Administrator pursuant to the Plan's Restricted Pension Accounts under Section 6.01(C)(4) which the  written claims procedure makes a final written determination     Participant used to secure his/her loan and which are not then  denying a Participant's or Beneficiary's benefit claim, the      distributable at the time of default. See Section 6.06.  Participant or Beneficiary to preserve the claim must file an      action with respect to the denied claim not later than 180 days  (D) QJSA/QPSA Requirements. If the QJSA/QPSA  following the date of the Plan Administrator's final written     requirements of Section 6.04 apply to the Participant, the  determination.                                                   Participant may not pledge any portion of his/her Account                                                                   Balance that is subject to such requirements as security for a  (J)  Inability to Determine Beneficiary. In the event that the   loan unless, within the 180 day period ending on the date the  Plan Administrator is unable to determine the identity of a      pledge becomes effective, the Participant's spouse, if any,  Participant's Beneficiary under circumstances of competing       consents (in a manner described in Section 6.04 other than the  claims or otherwise, the Plan Administrator may file an          requirement relating to the consent of a subsequent spouse) to  interpleader action seeking an order of the court as to the      the security or, by separate consent, to an increase in the amount  determination of the Beneficiary. The Plan Administrator, the    of security. See Section 6.04(D) regarding the affect of an  Trustee and other Plan fiduciaries may act in reliance upon any  outstanding loan pledge on the QJSA or QPSA benefit.  proper order issued under this Section 7.05(J) in maintaining,     distributing or otherwise disposing of a Participant's Account   (E) Treatment of Loan as Participant-Directed. The Plan  under the Plan terms, to any Beneficiary specified in the court's Administrator, to the extent provided in a written loan policy  order.                                                           and consistent with Section 7.03(B)(3), will treat a Plan loan                                                                   made to a Participant as a Participant-Directed Account, even if       7.06 PLAN LOANS.                                            the Plan otherwise does not permit a Participant to direct his/her                                                                   Account investments. Where a loan is treated as a  (A)  Loan Policy. The Plan Administrator, at any time and in its Participant-Directed Account, the borrowing Participant's  sole discretion, may establish, amend or terminate a policy      Account alone shares in any interest paid on the loan, and the  which the Trustee must observe in making Plan loans, if any, to  Account alone bears any expense or loss it incurs in connection  Participants and to Beneficiaries. If the Plan Administrator     with the loan. The Trustee may retain any principal or interest  adopts a loan policy, the loan policy must be nondiscriminatory  paid on the borrowing Participant's loan in a Segregated  and must be in writing. The policy must include: (1) the identity Account (as described in Section 7.04(A)(2)(c)) on behalf of the  of the person or positions authorized to administer the          borrowing Participant until the Trustee (or the Named Fiduciary,  Participant loan program; (2) the procedure for applying for a   in the case of a nondiscretionary Trustee) deems it appropriate to  loan; (3) the criteria for approving or denying a loan; (4) the  add the loan payments to the Participant's Account under the  limitations, if any, on the types and amounts of loans available; Plan.  (5) the procedure for determining a reasonable rate of interest;   (6) the types of collateral which may secure the loan; and (7) the   7.07 LOST PARTICIPANTS. If the Plan Administrator is  events constituting default and the steps the Plan will take to  unable to locate any Participant or Beneficiary whose Account  preserve Plan assets in the event of default. A loan policy the  becomes distributable under the Plan or if the Plan has made a  Plan Administrator adopts under this Section 7.06(A) is part of  distribution, but the Participant for any reason does not cash the  the Plan, except that the Plan Administrator may amend or        distribution check (a "lost Participant"), the Plan Administrator  terminate the policy without regard to Section 11.02.            will apply the provisions of this Section 7.07. The provisions of                                                                   this Section 7.07 no longer apply if the Plan Administrator, prior  (B)  Requirements for Plan Loans. The Trustee, as directed by    to taking action to dispose of the lost Participant's Account  the Plan Administrator will make a Plan loan to a Participant or under Section 7.07(A)(2) or 7.07(B)(2), is able to complete the  to a Beneficiary in accordance with the loan policy, under       distribution.  Section 7.06(A), provided: (1) loans are available to all          Participants and Beneficiaries on a reasonably equivalent basis  (A) Ongoing Plan. The provisions of this Section 7.07(A)  and are not available in a greater amount for HCEs than for      apply if the Plan is ongoing.  NHCEs; (2) the loan is adequately secured and bears a              reasonable rate of interest; (3) the loan provides for repayment     (1) Attempt to Locate. The Plan Administrator must  within a specified time (except that the loan policy may suspend conduct a reasonable and diligent search for the Participant,  loan payments pursuant to Code §414(u)(4)); (4) the default      using one or more of the search methods described in Section  provisions of the note permit offset of the Participant's Vested 7.07(C).  Account Balance only at the time when the Participant has a        distributable event under the Plan, but without regard to whether    (2) Failure to locate/disposition of Account. If a lost  the Participant consents to distribution as otherwise may be     Participant remains unlocated after 6 months following the date  required under Section 6.01(A)(2); (5) the amount of the loan    the Plan Administrator first attempts to locate the lost  does not exceed (at the time the Plan extends the loan) the      Participant using any of the search methods described in Section  present value of the Participant's Vested Account Balance; and   7.07(C), the Plan Administrator may forfeit the lost Participant's  (6) the loan otherwise conforms to the exemption provided by     Account, provided the Account is not subject to the Automatic  Code §4975(d)(1).                                                Rollover rules of Section 6.08(D). If the Plan Administrator                                                                   forfeits the lost Participant's Account, the forfeiture occurs at the  (C)  Default as Distributable Event. The loan policy may         end of the above-described 6-month period and the Plan  provide a Participant's loan default is a distributable event with Administrator will allocate the forfeiture in accordance with  respect to the defaulted amount, irrespective of whether the     Section 3.07. The Plan Administrator under this Section  Participant otherwise has incurred a distributable event at the  7.07(A)(2) will forfeit the entire Account of the lost Participant,  time of default, except as to Restricted 401(k) Accounts or      including Elective Deferrals and Employee Contributions.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             79  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                             the lost Participant's Account to the other Defined Contribution       (3) Subsequent restoration of forfeiture. If a lost         Plan.  Participant whose Account was forfeited thereafter at any time     but before the Plan has been terminated makes a claim for        (C) Search methods. The search methods described in this  his/her forfeited Account, the Plan Administrator will restore the Section 7.07 are: (1) provide a distribution notice to the lost  forfeited Account to the same dollar amount as the amount        Participant at the Participant's last known address by certified or  forfeited, unadjusted for Earnings occurring subsequent to the   registered mail; (2) check with the administrator of other  forfeiture. The Plan Administrator will make the restoration in  employee benefit plans of the Employer that may have more  the Plan Year in which the lost Participant makes the claim, first up-to-date information regarding the Participant's whereabouts;  from the amount, if any, of Participant forfeitures the Plan     (3) identify and contact the Participant's Designated Beneficiary  Administrator otherwise would allocate for the Plan Year, and    under Section 7.05; (4) use the IRS letter forwarding program  then from the amount or additional amount the Employer           under Rev. Proc. 94-22 or the Social Security Administration  contributes to the Plan for the Plan Year. The Employer in       search program; and (5) use a commercial locator service, credit  Appendix B may provide that the Plan Administrator will use      reporting agencies, the internet or other search method.  Trust Fund Earnings for the Plan Year, if any, as a source of the Regarding search methods (2) and (3) above, if the Plan  restoration, or may modify the order of priority of the sources of Administrator encounters privacy concerns, the Plan  restoration described in the previous sentence. The Plan         Administrator may request that the Employer or other plan  Administrator will distribute the restored Account to the lost   fiduciary (under (2)), or the Designated Beneficiary (under (3)),  Participant not later than 60 days after the close of the Plan Year contact the Participant or forward a letter requesting that the  in which the Plan Administrator restores the forfeited Account.  Participant contact the Plan Administrator.                                                                     (B)  Terminating plan. The provisions of this Section 7.07(B)    (D) Uniformity. The Plan Administrator will apply Section  apply if the Plan is terminating.                                7.07 in a reasonable, uniform and nondiscriminatory manner,                                                                   but in determining a specific course of action as to a particular       (1) Attempt to locate. The Plan Administrator, to attempt   Account, reasonably may take into account differing  to locate a lost Participant when the plan is terminating, must  circumstances such as the amount of a lost Participant's  conduct a reasonable and diligent search for the Participant,    Account, the expense in attempting to locate a lost Participant,  using all four search methods described in clauses (1) through   the Plan Administrator's ability to establish and the expense of  (4) of Section 7.07(C). In addition, the Plan Administrator may  establishing a rollover IRA, and other factors.  use a search method described in clause (5) of Section 7.07(C).                                                                     (E) Expenses of search. The Plan Administrator, in       (2) Failure to locate/disposition of Account. If a lost     accordance with Section 7.04(C)(2)(b), may charge to the  Participant remains unlocated after a reasonable period the Plan Account of a Participant the reasonable expenses incurred under  Administrator will distribute the Participant's Account under    this Section 7.07 and which are associated with the Participant's  Sections 7.07(B)(2)(a), (b) or (c) as applicable.                Account, without regard to whether or when the Plan                                                                   Administrator actually locates or makes a distribution to the           (a) No Annuity Contract/no other Defined                Participant.  Contribution Plan. If the terminating Plan does not provide for    an Annuity Contract as a method of distribution and the          (F) Alternative Disposition. The Plan Administrator under  Employer does not maintain another Defined Contribution Plan,    Sections 7.07(A) or (B) operationally may dispose of a lost  the Plan Administrator will distribute the lost Participant's    Participant's Account in any reasonable manner. The Plan  Account in an Automatic Rollover to an individual retirement     Administrator may adopt a policy under this Section 7.07 as it  plan under Section 6.08(D), unless the Plan Administrator        deems reasonable or appropriate to administer the Accounts of  determines it is impractical to complete an Automatic Rollover   lost Participants, provided that: (1) the terms of any such policy  or is unable to locate an individual retirement plan provider    must be uniform and nondiscriminatory; and (2) the Plan  willing to accept the rollover distribution. In such event, the Plan Administrator must administer the policy in a uniform and  Administrator may: (i) distribute the Participant's Account to an nondiscriminatory manner.  interest-bearing insured bank account the Plan Administrator       establishes in the Participant's name; or (ii) distribute the        7.08 PLAN CORRECTION. The Plan Administrator, in  Participant's Account to the unclaimed property fund of the state conjunction with the Employer and Trustee, as applicable, may  of the Participant's last known address.                         undertake such correction of Plan failures as the Plan                                                                   Administrator deems necessary, including correction to preserve           (b) Plan provides Annuity Contract/no other             tax qualification of the Plan under Code §401(a), to correct a  Defined Contribution Plan. If the terminating Plan provides      fiduciary breach under ERISA or to unwind (correct) a  for an Annuity Contract as a method of distribution and the      prohibited transaction under the Code or ERISA. Without  Employer does not maintain another Defined Contribution Plan,    limiting the Plan Administrator's authority under the prior  the Plan Administrator will purchase an Annuity Contract         sentence, the Plan Administrator, as it determines to be  payable to the lost Participant for delivery to the Participant's reasonable and appropriate, may undertake or assist the  last known address reflected in the Plan's records.              Employer in undertaking correction of Plan document,                                                                   operational, demographic and employer eligibility failures under           (c) Employer maintains another Defined                  a method described in the Plan or under the Employee Plans  Contribution Plan. If the Employer maintains another Defined     Compliance Resolution System ("EPCRS") as described in Rev.  Contribution Plan, the Plan Administrator may, in lieu of taking Proc. 2013-12, or any successor program to EPCRS. The Plan  the actions described in Sections 7.07(B)(2)(a) or (b), transfer Administrator, as it determines to be reasonable and appropriate,                                                                   also may undertake or assist the Employer, the Trustee or other     © 2014 Great-West Trust Company, LLC or its suppliers                                                             80  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            appropriate Plan fiduciary or Plan official in undertaking       in this Plan to a "form," a "notice," an "election," a "consent," a  correction of a fiduciary breach, including correction under the "waiver," a "designation," a "policy" or to any other Plan-related  Voluntary Fiduciary Correction Program ("VFCP") or any           communication includes an electronic version thereof.  successor program to VFCP. If the Plan is a 401(k) Plan, the     Notwithstanding the foregoing, any Participant or Beneficiary  Plan Administrator to correct an operational failure (or if the  notices and consent that are required pursuant to the Code must  allowable period for such correction has expired), may require   satisfy Treas. Reg. §1.401(a)-21.  the Trustee to distribute from the Plan Elective Deferrals,        including Earnings thereon, and the Plan Administrator will treat (D) Evidence. Anyone, including the Employer, required to  any Matching Contributions and Earnings thereon relating to the  give data, statements or other information relevant under the  distributed Elective Deferrals, as an Associated Matching        terms of the Plan ("evidence") may do so by certificate,  Contribution under Section 3.07(A)(1). To the extent the         affidavit, document or other form which the person to act in  Employer must make nonelective or matching contributions to      reliance may consider pertinent, reliable and genuine, and to  the plan to correct a failure under EPCRS, other than a failure  have been signed, made or presented by the proper party or  relating to the ADP test or ACP test (see Section 4.10), the Plan parties. The Plan Administrator and the Trustee are protected  Administrator will use forfeitures to reduce the amount of such  fully in acting and relying upon any evidence described under  contribution.                                                    the immediately preceding sentence.                                                                          7.09 PROTOTYPE/VOLUME SUBMITTER PLAN                        (E) Plan Terms Binding. The Plan is binding upon the  STATUS. If the Plan fails initially to qualify or to maintain    Employer, Trustee, Plan Administrator, Custodian (and all other  qualification or if the Employer makes any amendment or          service providers to the Plan), upon Participants, Beneficiaries  modification to a provision of the Plan (other than a proper     and all other persons entitled to benefits, and upon the  completion of an elective provision under the Adoption           successors and assigns of the foregoing persons. See Section  Agreement or an Appendix), the Employer no longer may            8.11(C) as to the Trust where the Employer in its Adoption  participate under this Prototype or Volume Submitter Plan. The   Agreement elects to use a separate trust agreement.  Employer also may not participate (or continue to participate) in   this Prototype or Volume Submitter Plan if the Trustee or        (F) Employment Not Guaranteed. Nothing contained in this  Custodian is not the Sponsor or Practitioner and does not have   Plan, or with respect to the establishment of the Trust, or any  the written consent of the Sponsor or Practitioner required under modification or any amendment to the Plan or Trust, or in the  Section 1.67, if any, to serve in the capacity of Trustee or     creation of any Account, or with respect to the payment of any  Custodian. If the Employer is not entitled to participate under  benefit, gives any Employee, Participant or any Beneficiary any  this Prototype or Volume Submitter Plan, the Plan is an          right to employment or to continued employment by the  individually-designed plan and the reliance procedures specified Employer, or any legal or equitable right against the Employer,  in the applicable Adoption Agreement no longer apply.            the Trustee, the Custodian, the Plan Administrator or any                                                                   employee or agent thereof, except as expressly provided by the       7.10 PLAN COMMUNICATIONS, INTERPRETATION,                   Plan or the Trust.  AND CONSTRUCTION.                                                                                                                   (G) Word Usage. Words used in the masculine also apply to  (A)  Plan Administrator's Discretion/Nondiscriminatory           the feminine where applicable, and wherever the context of the  Administration. The Plan Administrator has total and complete    Plan dictates, the plural includes the singular and the singular  discretion to interpret and construe the Plan and to determine all includes the plural. Titles of Plan and Adoption Agreement  questions arising in the administration, interpretation and      sections are for reference only.  application of the Plan. Any determination the Plan                Administrator makes under the Plan is final and binding upon     (H) State Law. The law of the state of the Employer's (or if  any affected person. The Plan Administrator must exercise all of there is a corporate Trustee, the Trustee's, or if the Plan is fully  its Plan powers and discretion, and perform all of its duties in a insured, the insurer's) principal place of business will determine  uniform and nondiscriminatory manner.                            all questions arising with respect to the provisions of the Plan                                                                   and Trust. The Employer in Appendix B may elect to apply the  (B)  Written Communications. All Plan-related                    law of another state or appropriate legal jurisdiction.  communications by any party must be in writing (which subject      to Section 7.10(C) may include an electronic communication).     (I) Parties to Litigation. Except as otherwise provided, a  All Participant or Beneficiary notices, designations, elections, Participant or a Beneficiary is not a necessary party or required  consents or waivers must be made in a form the Plan              to receive notice of process in any court proceeding involving  Administrator (or, as applicable, the Trustee) specifies or      the Plan, the Trust Fund or any fiduciary of the Plan. Any final  otherwise approves. Any person entitled to notice under the Plan judgment (not subject to further appeal) entered in any such  may waive the notice or shorten the notice period.               proceeding will be binding upon the Employer, the Plan                                                                   Administrator, the Trustee, Custodian, Participants and  (C)  Use of Electronic Media. The Plan Administrator using       Beneficiaries and upon their successors and assigns.  any electronic medium may give or receive any Plan notice,         communicate any Plan policy, conduct any written Plan            (J) Fiduciaries Not Insurers. The Trustee, the Plan  communication, satisfy any Plan filing or other compliance       Administrator and the Employer in no way guarantee the Trust  requirement and conduct any other Plan transaction to the extent Fund from loss or depreciation. The Employer does not  permissible. A Participant or a Participant's spouse, to the extent guarantee the payment of any money which may be or becomes  authorized by the Plan Administrator, may use any electronic     due to any person from the Trust Fund. The liability of the  medium to make or provide any Beneficiary designation,           Employer, the Plan Administrator and the Trustee to make any  election, notice, consent or waiver under the Plan. Any reference     © 2014 Great-West Trust Company, LLC or its suppliers                                                             81  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            distribution from the Trust Fund at any time and all times is      limited to the then available assets of the Trust.               (C) Rule Applicable to Employer Contributions (other than                                                                   Elective Deferrals). If any portion of an Applicable Individual's  (K)  Construction/Severability. The Plan, the Adoption           Account attributable to Employer Contributions other than  Agreement, the Trust and all other documents to which they       Elective Deferrals is invested in Publicly-Traded Employer  refer, will be interpreted consistent with and to preserve tax   Securities, then, except as otherwise provided herein, the  qualification of the Plan under Code §401(a) and tax exemption   Applicable Individual may elect to direct the Plan Administrator  of the Trust under Code §501(a) and also consistent with         to divest any such Securities, and to reinvest an equivalent  ERISA. To the extent permissible, any provision which a court    amount in other investment options which satisfy the  (or other entity with binding authority to interpret the Plan)   requirements of Section 7.11(D).  determines to be inconsistent with such construction and           interpretation, is deemed severed and is of no force or effect,      (1) Definition of Applicable Individual/Employer  and the remaining Plan terms will remain in full force and effect. Contributions. For purposes of this Section 7.11(C), an                                                                   Applicable Individual means: (i) a Participant who has       7.11 DIVESTMENT OF EMPLOYER SECURITIES.                     completed at least three Years of Service; (ii) an alternate payee                                                                   who has an Account under the Plan with respect to a Participant  (A)  Application and Effective Date of Article. This Section     who has completed at least three Years of Service; or (iii) a  7.11 only applies to a Plan that is an Applicable Defined        Beneficiary with respect to a Participant who had completed at  Contribution Plan.                                               least three Years of Service. For this purpose, a Year of Service                                                                   means in accordance with Section 5.05 relating to vesting.       (1) Definition of Applicable Defined Contribution           However, if the Plan provides for immediate vesting or applies  Plan. Except as provided herein or in Treas. Reg.                the Elapsed Time Method in determining vesting, a Participant  §1.401(a)(35)-1, an Applicable Defined Contribution Plan         completes three Years of Service on the day immediately  means a Defined Contribution Plan that holds Publicly Traded     preceding the third anniversary of the Participant's Employment  Employer Securities.                                             Commencement Date.                                                                              (a) Exclusions. An Applicable Defined Contribution          (2) Three-year phase-in applicable to Employer  Plan does not include a one-participant plan, as defined in Code Contributions. For Employer securities acquired with  §401(a)(35)(E)(iv) or an employee stock ownership plan           Employer Contributions other than Elective Deferrals during a  ("ESOP") as defined in Code §4975(e)(7) if: (i) the ESOP holds   Plan Year beginning before January 1, 2007, the rule described  no contributions (or related earnings) that are (or were ever)   in this Section 7.11(C) only applies to the percentage of the  subject to Code §§401(k) or 401(m); and (ii) the ESOP is a       Publicly Traded Employer Securities (applied separately for  separate plan, for purposes of Code §414(l), from any other      each class of Securities) as follows:  Defined Benefit Plan or Defined Contribution Plan maintained       by the Employer.                                                         Plan Year        Percentage                                                                             2007              33%       (2) Definition of Publicly Traded Employer Securities.                2008              66%  For purposes of this Article, a Publicly Traded Employer                   2009             100%  Security is an Employer security which is traded on a national     securities exchange that is registered under section 6 of the        (3) Exception to phase-in for certain age 55  Securities Exchange Act of 1935 or which is traded on a foreign  Participants. The 3-year phase-in rule of Section 7.11(C)(2)  national securities exchange that is officially recognized,      does not apply to a Participant who had attained age 55 and  sanctioned, or supervised by a governmental authority and the    completed at least three Years of Service (as defined in Section  security is deemed by the Securities and Exchange Commission     7.11(C)(1) above) before the first Plan Year beginning after  as having a "ready market" under SEC Rule 15c3-1.                December 31, 2005.                                                                          (3) Effective date. The provisions of Code §401(a)(35)      (D) Investment Options. For purposes of this Section 7.11,  generally apply to Plan Years beginning after December 31,       other investment options must include not less than three  2006. However, the provisions Treas. Reg. §1.401(a)(35)-1 are    investment options, other than Publicly Traded Employer  applicable to Plan Years beginning on or after January 1, 2011.  Securities, to which the Applicable Individual who has the right                                                                   to divest under Section 7.11(B) or 7.11(C) may direct the  (B)  Rule Applicable to Elective Deferrals, Employee             proceeds from the divestment of such Securities. Each of the  Contributions and Rollovers. If any portion of an Applicable     three investment options must be diversified and have materially  Individual's Account attributable to Elective Deferrals,         different risk and return characteristics. For this purpose,  Employee Contributions, or Rollover Contributions is invested    investment options that constitute a broad range of investment  in Publicly-Traded Employer Securities, then, except as          alternatives within the meaning of DOL Regulation  otherwise provided herein, the Applicable Individual may elect   §2550.404c-1(b)(3) are treated as being diversified and having  to direct the Plan Administrator to divest any such Securities,  materially different risk and return characteristics. The Plan  and to reinvest an equivalent amount in other investment options must provide reasonable divestment and reinvestment  which satisfy the requirements of Section 7.11(D).               opportunities at least quarterly.                                                                          (1) Definition of Applicable Individual/Deferrals. For      (E) Restrictions or Conditions on Investments in Employer  purposes of this Section 7.11(B), an Applicable Individual       Securities. Except as permitted by Treas. Reg.  means: (i) a Participant; (ii) an alternate payee who has an     §1.401(a)(35)-1(e), the Plan may not impose restrictions or  Account under the Plan; or (iii) a Beneficiary.                  conditions on the investment of Publicly Traded Employer     © 2014 Great-West Trust Company, LLC or its suppliers                                                             82  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Securities which the Plan does not impose on the investment of     other Plan assets.      © 2014 Great-West Trust Company, LLC or its suppliers                                                             83  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                 ARTICLE VIII                                    TRUSTEE AND CUSTODIAN, POWERS AND DUTIES         8.01 ACCEPTANCE. By executing the Adoption                  transfer, abandon, improve, repair, insure, lease for any term  Agreement, the Trustee or Custodian accepts the Trust created    even though commencing in the future or extending beyond the  under the Plan and agrees to perform the obligations the Plan    term of the Trust, and otherwise deal with all property, real or  imposes on the Trustee or Custodian.                             personal, in such manner, for such considerations and on such                                                                   terms and conditions as the Trustee decides.       8.02 INVESTMENT POWERS AND DUTIES.                                                                                                 (5) Borrowing. To borrow money, to assume  (A)  Discretionary Trustee Powers. If the Employer in its        indebtedness, extend mortgages and encumber by mortgage or  Adoption Agreement designates the Trustee as a discretionary     pledge.  Trustee, then the Trustee has full discretion and authority with   regard to the investment of the Trust Fund, except as to a Plan      (6) Claims. To compromise, contest, arbitrate or abandon  asset: (i) properly under the control or the direction of an     claims and demands affecting the investment of Trust assets, in  Investment Manager, ancillary trustee or other Plan fiduciary;   the Trustee's discretion. However, nothing in this Section  (ii) subject to proper Employer or Named Fiduciary direction of  8.02(A)(6) requires a Participant or Beneficiary to arbitrate any  investment; or (iii) subject to proper Participant or Beneficiary claim under the Plan.  direction of investment. The Trustee is authorized and             empowered, but not by way of limitation, with the following          (7) Voting/tender/exercise. To have with respect to the  powers:                                                          Trust all of the rights of an individual owner, including the                                                                   power to exercise any and all voting rights associated with Trust       (1) General powers. To invest consistent with any part or   assets, to give proxies, to participate in any voting trusts,  all of the Trust Fund in any common or preferred stocks,         mergers, consolidations or liquidations, to tender shares and to  open-end or closed-end mutual funds (including proprietary       exercise or sell stock subscriptions or conversion rights.  funds), put and call options traded on a national exchange,        United States retirement plan bonds, corporate bonds,                (8) Mineral rights. To lease for oil, gas and other mineral  debentures, convertible debentures, commercial paper, U.S.       purposes and to create mineral severances by grant or  Treasury bills, U.S. Treasury notes and other direct or indirect reservation; to pool or unitize interests in oil, gas and other  obligations of the United States Government or its agencies,     minerals; and to enter into operating agreements and to execute  improved or unimproved real estate situated in the United States, division and transfer orders.  limited partnerships, insurance contracts of any type, mortgages,   notes or other property of any kind, real or personal, to buy or     (9) Title. To hold any securities or other property in the  sell options on common stock on a nationally recognized          name of the Trustee or its nominee, with depositories or agent  exchange with or without holding the underlying common stock,    depositories or in another form as it may deem best, with or  to open and to maintain margin accounts, to engage in short      without disclosing the trust relationship. However, any securities  sales, to buy and sell commodities, commodity options and        held in a nominee or street name must be held on behalf of the  contracts for the future delivery of commodities, and to make    Plan by: (a) a bank or trust company that is subject to  any other investments the Trustee deems appropriate.             supervision by the United States or a State or a nominee of such                                                                   bank or trust company; (b) a broker or dealer registered under       (2) Cash/liquidity. To retain in cash so much of the Trust  the Securities Exchange Act of 1934 or a nominee of such  Fund as it may deem advisable to satisfy liquidity needs of the  broker or dealer; or (c) a clearing agency as defined in Securities  Plan and to deposit any cash held in the Trust Fund in a bank or Exchange Act of 1934, Section 3(a)(23), or its nominee.  other institutional account at reasonable interest or without      interest if the Trustee determines that such deposits are            (10) Hold pending dispute resolution. To retain any  reasonable or necessary to facilitate a Plan transaction or for  funds or property subject to any dispute without liability for the  other purposes, but consistent with the Trustee's duties under   payment of interest, and to decline to make payment or delivery  Section 8.02(C).                                                 of the funds or property until a court of competent jurisdiction                                                                   makes final adjudication.       (3) Trustee's common/collective funds. To invest, if the      Trustee is a bank or similar financial institution supervised by     (11) Litigation. To begin, maintain or defend any litigation  the United States or by a state, in any type of deposit of the   necessary in connection with the administration of the Plan,  Trustee (or of a bank related to the Trustee within the meaning  except the Trustee is not obliged nor required to do so unless  of Code §414(b)) at a reasonable rate of interest or in a common indemnified to its satisfaction.  trust fund, as described in Code §584, or in a collective          investment fund, the provisions of which govern the investment       (12) Agents/reliance. The Trustee may employ and pay  of such assets and which the Plan incorporates by this reference, from the Trust Fund reasonable compensation to agents,  which the Trustee (or its affiliate, as defined in Code §1504)   attorneys, accountants and other persons to advise the Trustee as  maintains exclusively for the collective investment of money     in its opinion may be necessary. The Trustee reasonably may  contributed by the bank (or the affiliate) in its capacity as    delegate to any agent, attorney, accountant or other person  Trustee and which conforms to the rules of the Comptroller of    selected by it any non-Trustee power or duty vested in it by the  the Currency.                                                    Plan, and the Trustee may act reasonably or refrain from acting                                                                   on the advice or opinion of any agent, attorney, accountant or       (4) Transact in real/personal property. To manage, sell,    other person so selected.  contract to sell, grant options to purchase, convey, exchange,        © 2014 Great-West Trust Company, LLC or its suppliers                                                             84  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 (13) Employer stock/real property. The Trustee (or as         applicable, Investment Manager, Employer, Participant, or            (1) Modification of powers/duties. The Employer and  Beneficiary) may invest in qualifying Employer securities or in  the nondiscretionary Trustee (or the Custodian) in a  qualifying Employer real property, as defined in and as limited  Nonstandardized Plan or Volume Submitter Adoption  by ERISA.                                                        Agreement, on Appendix C may limit the powers or duties of                                                                   the Custodian or the nondiscretionary Trustee to any           (a) Profit Sharing Plans/401(k) Plans. If the           combination of powers under Section 8.02(A) and to any  Employer's Plan is a Profit Sharing Plan or a 401(k) Plan, the   combination of duties under Section 8.02(C) or otherwise may  aggregate investments in (acquisitions and holdings of)          amend the Trust as described in Section 8.11.  qualifying Employer securities and in qualifying Employer real     property may comprise up to 100% of the value of Plan assets,        (2) Limited responsibility. If there is a Custodian or a  unless the Employer in Appendix B elects to restrict such        nondiscretionary Trustee under the Plan, then the Employer, in  investments to 10% of the value of Plan assets determined        adopting this Plan, acknowledges and agrees:  immediately after the acquisition (or to some other percentage of   value which is less than 100%). Notwithstanding the foregoing,           (a) No discretion over Trust assets. The  except where permitted under ERISA §407(b)(2), if the Plan       nondiscretionary Trustee or Custodian does not have any  includes a 401(k) arrangement, a Participant's Elective Deferral discretion as to the investment or the re-investment of the Trust  Account accumulated in Plan Years beginning after December       Fund and the nondiscretionary Trustee or Custodian is acting  31, 1998, including earnings thereon, may not be invested more   solely as a directed fiduciary as to the assets comprising the  than 10% by value in qualifying Employer securities and          Trust Fund.  qualifying Employer real property, unless such investments are     directed by the Participant or the Participant's Beneficiary.            (b) No review or recommendations. The                                                                   nondiscretionary Trustee or the Custodian does not have any           (b) Voting/distribution. If the Plan invests in         duty to review or to make recommendations regarding  qualifying Employer securities, the Plan Administrator may       investments made pursuant to a proper written direction.  adopt a uniform and nondiscriminatory policy providing for the     exercise of voting rights, distribution restrictions, repurchase,        (c) No action unless direction. The  put, call or right of first refusal rules, or other rights and   nondiscretionary Trustee or the Custodian must retain any  restrictions affecting the qualifying Employer securities.       investment obtained upon a proper written direction until receipt                                                                   of another proper written direction to dispose of such       (14) Orphaned plan. If the Trustee determines that the      investment.  Employer has abandoned the Plan, the Trustee (if qualified to so   act) may appoint itself as a Qualified Termination Administrator         (d) No liability for following orders. The  ("QTA") under Section 11.05(B) for purposes of terminating the   nondiscretionary Trustee or the Custodian is not liable in any  Plan and distributing all Plan Accounts. As a QTA, the Trustee   manner or for any reason for making, retaining or disposing of  may undertake all authorized acts to wind-up the Plan, including any investment pursuant to any proper written direction.  causing the Trust to pay from Trust assets to the QTA and to       other service providers a reasonable fee for services rendered.          (e) Indemnity. The Employer will indemnify,                                                                   defend and hold the nondiscretionary Trustee or the Custodian       (15) Investment Policy. To adopt and to amend from time     harmless from any damages, costs or expenses, including  to time, an investment policy consistent with the Plan's funding reasonable attorneys' fees, which the nondiscretionary Trustee or  policy described in Section 7.02(C)(9)                           the Custodian may incur as a result of any claim asserted against                                                                   the nondiscretionary Trustee, the Custodian or the Trust arising       (16) Catch-all. To perform any and all other acts which in  out of the nondiscretionary Trustee's or Custodian's full and  the Trustee's judgment are necessary or appropriate for the      timely compliance with any proper written direction.  proper and advantageous management, investment and                 distribution of the Trust.                                           (3) Limitation of powers of certain Custodians. If a                                                                   Custodian is a bank which, under its governing state law, does  (B)  Nondiscretionary (directed) Trustee/Custodian Powers.       not possess trust powers, then Sections 8.02(A)(1), (3) as it  The Employer in its Adoption Agreement may designate the         relates to common trust funds or collective investment funds,  Trustee as a nondiscretionary Trustee. The Employer in its       (4), (5), (7), and (8), Section 8.09 and Article IX do not apply  Adoption Agreement in addition to designating a discretionary    and the Custodian only has the power and the authority to  or nondiscretionary Trustee, may appoint a Custodian to hold all exercise the remaining powers under Section 8.02(A) and to  or any portion of the Trust Assets. Except as otherwise provided perform the duties under Section 8.02(C).  herein: (i) a Custodian has all of the same powers and duties as a   nondiscretionary Trustee; (ii) the nondiscretionary Trustee or       (4) QTA. Notwithstanding any other provision of this  Custodian has all of the same powers as a discretionary Trustee  Section 8.02(B), a nondiscretionary Trustee or a Custodian may  in Section 8.02(A) except that the nondiscretionary Trustee or   serve as a QTA under Section 8.02(A)(14) without regard to  Custodian only may exercise such powers pursuant to a proper     receipt of any proper written direction.  written direction; and (iii) the nondiscretionary Trustee or       Custodian has all the same duties as a discretionary Trustee         (5) Trustee references. Except as the Plan or the context  under Section 8.02(C). A "proper written direction" means the    otherwise require, "Trustee" includes nondiscretionary Trustee  written direction of a Plan fiduciary or of a Participant or     and Custodian.  Beneficiary with authority over the Trust asset which is the       subject of the direction.     © 2014 Great-West Trust Company, LLC or its suppliers                                                             85  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (C)  Duties. The Trustee or Custodian has the following          expenses to Plan Accounts, both as the Plan Administrator  duties:                                                          directs under Section 7.04(C)(2). Any fee or expense that the                                                                   Employer pays, directly or indirectly, is not an Employer       (1) ERISA. If ERISA applies to the Plan and to the extent   contribution to the Plan, provided the fee or the expense relates  that ERISA so requires, to act: (a) solely in the interest of    to the ordinary and necessary administration of the Trust Fund.  Participants and Beneficiaries for the exclusive purposes of       providing benefits under the Plan and defraying the reasonable       (7) Loans. To make loans to a Participant or to a  expenses of Plan administration; (b) with the care, skill,       Beneficiary in accordance with the Plan Administrator's  prudence and diligence under the circumstances then prevailing   direction under Section 7.06.  as would a prudent person acting in a like capacity and familiar   with such matters; (c) by diversifying Trust investments so as to    (8) Records/statements. To keep the Trustee's Plan  minimize the risk of large losses unless not prudent under the   records open to the inspection of the Plan Administrator and the  circumstances to do so; and (d) in accordance with the Plan to   Employer at all reasonable times and to permit the review or  the extent that the Plan is consistent with ERISA.               audit of such records from time to time by any person or persons                                                                   as the Employer or Plan Administrator may specify in writing.       (2) Investment policy. To coordinate its investment         The Trustee must furnish the Plan Administrator with whatever  policy with Plan financial needs as communicated to it by the    information relating to the Trust Fund the Plan Administrator  Plan Administrator.                                              considers necessary to perform its duties as Plan Administrator.                                                                          (3) Trust accounting. To furnish to the Employer and to         (9) Tax returns. To file all information and tax returns  the Plan Administrator an annual statement of account showing    required of the Trustee.  the condition of the Trust Fund and all investments, receipts,     disbursements and other transactions effected by the Trustee         (10) Incapacity. To follow the direction of the Plan  during the Plan Year covered by the statement and also stating   Administrator with regard to distributions to any Participant or  the assets of the Trust held at the end of the Plan Year, which  Beneficiary whom the Plan Administrator has determined to be  statements are conclusive on all persons, including the Employer incapacitated under Section 7.05(F). The Trustee also will  and the Plan Administrator, except as to any act or transaction  provide any reasonable information and take any reasonable  concerning which the Employer or the Plan Administrator files    action that the Plan Administrator requests relating to a  with the Trustee written exceptions or objections within 90 days determination of incapacity or otherwise pertaining to the  after the receipt of the statements or for which ERISA authorizes administration of the Account of any incapacitated person.  a longer period within which to object. The Trustee also may       agree with the Employer or Plan Administrator to provide the         (11) Bond. The Trustee must provide a bond for the  information described in this Section 8.02(C) more frequently    faithful performance of its duties under the Trust.  than annually.                                                                                                                      (D) Limitations Applicable to all Trustees.       (4) Trust valuation. If the Trustee is a discretionary        Trustee, to value the Trust Fund as of each Accounting Date and      (1) Receipt of contributions. A discretionary Trustee has  as applicable, the value of the Trust assets within each         the duty to collect employer contributions, except to the extent  Participant or Beneficiary Account. The Trustee also must value  this duty is limited in Appendix C of the Employer’s Adoption  the Trust Fund on such other Valuation Dates as directed in      Agreement.  A nondiscretionary Trustee does not have the duty  writing by the Plan Administrator or as the Adoption Agreement   to collect employer contributions and the Employer represents  may require. If the Trustee is a nondiscretionary Trustee (or in and warrants that it either has responsibility as a "named  the case of Trust assets held by a Custodian) the Named          fiduciary" (as defined in ERISA §402(a)(2)) or has properly  Fiduciary will value the assets and will provide the valuation to delegated the responsibility to a Plan fiduciary, other than the  the Trustee (Custodian) unless the Trustee (Custodian) and the   nondiscretionary Trustee, for determining the correctness,  Named Fiduciary agree that the Trustee (Custodian) will          amount and timing of contributions and for the collection of  conduct the valuation. The Trustee (Custodian) may reasonably    contributions. If this is a restated plan, this duty is effective no  rely on any valuation the Named Fiduciary conducts and           sooner than the later of the date the Employer signs this  provides.                                                        restatement or the date the Trustee or Special Trustee executes                                                                   either the restatement or otherwise accepts its responsibilities       (5) Distributions. To credit and distribute the Trust Fund  under the restatement. In determining how to discharge any duty  as the Plan Administrator directs. The Trustee is not obliged to to collect contributions, a fiduciary should weigh the value of  inquire as to whether any payee or distributee is entitled to any the Plan assets involved, the likelihood of a successful recovery,  payment or whether the distribution is proper or within the terms and the expenses expected to be incurred. Among other factors,  of the Plan, or as to the manner of making any payment or        a fiduciary may take into account the Employer's solvency in  distribution. The Trustee is accountable only to the Plan        deciding whether to expend Plan assets to pursue a claim.  Administrator for any payment or distribution made by it in        good faith on the direction of the Plan Administrator. The           (2) Co-fiduciary liability. Each fiduciary under the Plan  Trustee must promptly notify the Plan Administrator of any       is responsible solely for his/her or its own acts or omissions. A  unclaimed Plan payment or distribution and then dispose of the   fiduciary does not have any liability for another fiduciary's  distribution in accordance with the Plan Administrator's         breach of fiduciary responsibility with respect to the Plan and  subsequent direction.                                            the Trust unless the fiduciary: (a) participates knowingly in or                                                                   undertakes to conceal the breach; (b) has actual knowledge of       (6) Fees/expenses. To pay from the Trust Fund all           the breach and fails to take reasonable remedial action to remedy  reasonable Plan fees and expenses, and to allocate the fees and  the breach; or (c) through negligence in performing his/her or its     © 2014 Great-West Trust Company, LLC or its suppliers                                                             86  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            own specific fiduciary responsibilities that give rise to fiduciary the management and the control of the Trust Fund, except Trust  status, the fiduciary has enabled the other fiduciary to commit a assets properly: (1) under the control or the direction of an  breach of the latter's fiduciary responsibility.                 Investment Manager, ancillary trustee or other Plan fiduciary; or                                                                   (2) subject to Employer or Participant direction of investment.       (3) Limitation of Trustee liability.                                                                                           (C) Appointment of Investment Manager. The Named           (a) Apportionment of duties. The Named                  Fiduciary may appoint an Investment Manager. See Section  Fiduciary, the Trustee(s) and any properly appointed Investment  7.02(C)(8).  Manager may execute a written agreement as a part of this Plan     delineating the duties, responsibilities and liabilities of the      8.04 FORM OF DISTRIBUTION (CASH OR  Investment Manager or Trustee(s) with respect to any part of the PROPERTY). The Trustee will make Plan distributions in the  Trust Fund under the control of the Investment Manager or the    form of cash except where: (1) the required form of distribution  Trustee(s).                                                      is a QJSA or QPSA which has not been waived; (2) the Plan is a                                                                   Restated Plan and under the prior Plan, distribution in the form           (b) If Investment Manager. The Trustee is not           of property ("in-kind distribution") is a Protected Benefit which  liable for the acts or omissions of any Investment Manager the   the Employer has not eliminated by a Plan amendment under  Named Fiduciary may appoint, nor is the Trustee under any        Section 11.02(C); (3) the Plan Administrator adopts a written  obligation to invest or otherwise to manage any asset of the     policy which provides for in-kind distribution; or (4) the  Trust Fund which is subject to the management of a properly      Employer is terminating the Plan, and in the reasonable  appointed Investment Manager.                                    judgment of the Trustee, some or all Plan assets, within a                                                                   reasonable time for making final distribution of Plan assets, may           (c) If other appointed fiduciaries. The Trustee is      not be liquidated to cash or may not be so liquidated without  not liable for the acts or omissions of any ancillary trustee or undue loss in value. The Plan Administrator's policy under  independent fiduciary properly appointed under Section 8.07.     clause (3) may restrict in-kind distributions to certain types of  However, if a discretionary Trustee, pursuant to the delegation  Trust investments or specify any other reasonable and  described in Section 8.07, appoints an ancillary trustee, the    nondiscriminatory condition or restriction applicable to in-kind  discretionary Trustee is responsible for the periodic review of  distributions. Under clause (4), the Trustee will make Plan  the ancillary trustee's actions and the ancillary trustee must   termination distributions to Participants and Beneficiaries in  exercise its delegated authority in accordance with the terms of cash, in-kind or in a combination of these forms, in a reasonable  the Plan and in a manner consistent with ERISA.                  and nondiscriminatory manner which may take into account the                                                                   preferences of the distributees. All in-kind distributions will be           (d) Indemnity. The Employer and any Trustee may         made based on the current fair market value of the property, as  execute a written agreement as a part of this Plan, delineating  determined by the Trustee, Custodian or Named Fiduciary.  any indemnification agreement among the parties.                                                                                        8.05 TRUSTEE/CUSTODIAN FEES AND EXPENSES. A  (E)  Multiple Trustees.                                          Trustee or a Custodian will receive reasonable compensation                                                                   and reimbursement for reasonable Trust expenses actually       (1) Majority decisions. If more than two persons act as     incurred as Trustee or Custodian, as may be agreed upon from  Trustee, a decision of the majority of such persons controls with time to time by the Employer and the Trustee or the Custodian.  respect to any decision regarding the administration or the      No person who is receiving full pay from the Employer may  investment of the Trust Fund or of any portion of the Trust Fund receive compensation (except for reimbursement of Plan  with respect to which such persons act as Trustee. If there is   expenses) for services as Trustee or as Custodian. As the Plan  more than one Trustee, the Trustees jointly will manage and      Administrator directs following direction from the Employer  control the assets of the Trust Fund (or those Trust assets as to under Section 7.04(C), such fees and expenses will be paid by  which they act as Trustee).                                      the Employer, or the Trustee or Custodian will charge the Trust                                                                   for the fees or expenses. If, within a reasonable time after a Plan       (2) Allocation. Multiple Trustees may allocate among        related fee or expense is incurred (or if within the time specified  themselves specific responsibilities or obligations or may       in any agreement between the Plan and the Trustee regarding  authorize one or more of them, either individually or in concert, payment of a fee or expense) the Plan Administrator does not  to exercise any or all of the powers granted to the Trustee, or to communicate the Employer's decision regarding payment or if  perform any or all of the duties assigned to the Trustee under   the Employer does not pay the fee or expense, the Trustee or  Article VIII.                                                    Custodian may charge the Trust for such reasonable fees and                                                                   expenses as are not settlor expenses.       (3) Signature. The signature of only one Trustee is           necessary to effect any transaction on behalf of the Trust (or as    8.06 THIRD PARTY RELIANCE. A person dealing with  to those Trust assets as to which the signatory acts as Trustee). the Trustee is not obligated to see to the proper application of                                                                   any money paid or property delivered to the Trustee, or to       8.03 NAMED FIDUCIARY.                                       inquire whether the Trustee has acted pursuant to any of the                                                                   terms of the Plan. Each person dealing with the Trustee may act  (A)  Definition of Named Fiduciary. See Section 1.37.            upon any notice, request or representation in writing by the                                                                   Trustee, or by the Trustee's duly authorized agent, and is not  (B)  Duty of Named Fiduciary. The Named Fiduciary under          liable to any person in so acting. The certificate of the Trustee  the Plan has the sole responsibility to control and to manage the that it is acting in accordance with the Plan is conclusive in  operation and administration of the Plan. If the Named Fiduciary favor of any person relying on the certificate.  is also the Trustee, the Named Fiduciary is solely responsible for      © 2014 Great-West Trust Company, LLC or its suppliers                                                             87  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                 8.07 APPOINTMENT OF ANCILLARY TRUSTEE OR                    days following the date of the Trustee's notice, unless the  INDEPENDENT FIDUCIARY.                                           Employer consents in writing to shorter notice.                                                                     (A)  Appointment. The Employer, in writing, may appoint any      (B) Removal. The Employer may remove a Trustee or a  qualified person in any state to act as ancillary trustee with   Custodian by giving written notice to the affected party. The  respect to a designated portion of the Trust Fund, subject to any Employer's notice must specify the effective date of removal  consent required under Section 1.67. An ancillary trustee must   which date must be at least 30 days following the date of the  acknowledge in a writing separate from the Employer's            Employer's notice, except where the Employer reasonably  Adoption Agreement its acceptance of the terms and conditions    determines a shorter notice period or immediate removal is  of its appointment as ancillary trustee and its fiduciary status necessary to protect Plan assets.  under ERISA.                                                                                                                        (C) Successor Appointment. In the event of the resignation or  (B)  Powers. The ancillary trustee has the rights, powers, duties the removal of a Trustee, where no other Trustee continues to  and discretion as the Employer may delegate, subject to any      serve, the Employer must appoint a successor Trustee if it  limitations or directions specified in the agreement appointing  intends to continue the Plan. If two or more persons hold the  the ancillary trustee and to the terms of the Plan or of ERISA.  position of Trustee, in the event of the removal of one such  The Employer may delegate its responsibilities under this        person, during any period the selection of a replacement is  Section 8.07 to a discretionary Trustee under the Plan (subject to pending, or during any period such person is unable to serve for  the acceptance by such discretionary Trustee of that delegation), any reason, the remaining person or persons will act as the  but the Employer may not delegate its responsibilities to a      Trustee.  nondiscretionary Trustee or to a Custodian. The investment         powers delegated to the ancillary trustee may include any            (1) Default Successor Trustee. If the Employer fails to  investment powers available under Section 8.02. The delegated    appoint a successor Trustee as of the effective date of the  investment powers may include the right to invest any portion of Trustee resignation or removal and no other Trustee remains, the  the assets of the Trust Fund in a common trust fund, as          Trustee will treat the Employer as having appointed itself as  described in Code §584, or in any collective investment fund,    Trustee and as having filed the Employer's acceptance of  the provisions of which govern the investment of such assets and appointment as successor Trustee with the former Trustee. If  which the Plan incorporates by this reference, but only if the   state law prohibits the Employer from serving as successor  ancillary trustee is a bank or similar financial institution     Trustee, the appointed successor Trustee is the president of a  supervised by the United States or by a state and the ancillary  corporate Employer, the managing partner of a partnership  trustee (or its affiliate, as defined in Code §1504) maintains the Employer, the managing member of a limited liability company  common trust fund or collective investment fund exclusively for  Employer, the sole proprietor of a proprietorship Employer, or  the collective investment of money contributed by the ancillary  in the case of any other entity type, such other person with title  trustee (or its affiliate) in a trustee capacity and which conforms and responsibilities similar to the foregoing.  to the rules of the Comptroller of the Currency. The Employer      also may appoint as an ancillary trustee, the trustee of any group   (2) Default Successor Custodian. If the Employer  trust fund designated for investment pursuant to the provisions  removes and does not replace a Custodian, the Trustee will  of Section 8.09.                                                 assume possession of Plan assets held by the former Custodian.                                                                     (C)  Resignation/Removal. The ancillary trustee may resign its   (D) Acceptance. Each successor Trustee succeeds its  position and the Employer may remove an ancillary trustee as     predecessor Trustee by accepting in writing its appointment as  provided in Section 8.08 regarding resignation and removal of    successor Trustee and by filing the acceptance with the former  the Trustee or Custodian. In the event of such resignation or    Trustee and the Plan Administrator. For this purpose, the  removal, the Employer may appoint another ancillary trustee or   successor Trustee's execution of the Adoption Agreement  may return the assets to the control and management of the       constitutes the Trustee's acceptance of its appointment as  Trustee.                                                         successor Trustee. The successor Trustee will also execute such                                                                   other documents, if any, as the Plan Administrator may  (D)  Independent Fiduciary. If the DOL requires engagement       reasonably require in connection therewith.  of an independent fiduciary to have control or management of       all or a portion of the Trust Fund, the Employer will appoint    (E) Outgoing Trustee. The resigning or removed Trustee,  such independent fiduciary, as directed by the DOL. The          upon receipt of acceptance in writing of the Trust by the  independent fiduciary will have the duties, responsibilities and successor Trustee, must execute all documents and must  powers prescribed by the DOL and will exercise those duties,     perform all acts necessary to vest the title to Plan assets of  responsibilities and powers in accordance with the terms,        record in any successor Trustee. In addition, to the extent  restrictions and conditions established by the DOL and, to the   reasonably necessary for the ongoing administration of the Plan,  extent not inconsistent with ERISA, the terms of the Plan. The   at the request of the Plan Administrator and the successor  independent fiduciary must accept its appointment in writing     Trustee, the resigning or removed Trustee must transfer records,  and must acknowledge its status as a fiduciary of the Plan.      provide information and otherwise cooperate in effecting the                                                                   change of Trustees.       8.08 RESIGNATION AND REMOVAL.                                                                                                  (F) Successor Powers. Each successor Trustee has and enjoys  (A)  Resignation. The Trustee or the Custodian may resign its    all of the powers, both discretionary and ministerial, conferred  position by giving written notice to the Employer and to the Plan under the Plan upon its predecessor.  Administrator. The Trustee's notice must specify the effective     date of the Trustee's resignation, which date must be at least 30     © 2014 Great-West Trust Company, LLC or its suppliers                                                             88  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (G)  No Liability for Predecessor. A successor Trustee is not    the Employer, the Trustee, the Custodian, the Plan  personally liable for any act or failure to act of any predecessor Administrator, other fiduciaries or the name of any pooled trust  Trustee, except as required under ERISA. With the approval of    in which the Trust will participate.  the Employer and the Plan Administrator, a successor Trustee,      with respect to the Plan, may accept the account rendered and    (B) Amendment/Nonstandardized or Volume Submitter  the property delivered to it by a predecessor Trustee without    Plan. The Employer in its Nonstandardized or Volume  liability.                                                       Submitter Plan, in Appendix C (or in its Adoption Agreement as                                                                   applicable): (1) may amend the Plan or Trust as described in       8.09 INVESTMENT IN GROUP TRUST FUND. The                    Section 8.11(A); or (2) may amend or override the  Employer, by adopting this Plan, specifically authorizes the     administrative provisions of Article VIII (or any other provision  Trustee to invest all or any portion of the assets comprising the of the Plan related to the Trust), including provisions relating to  Trust Fund in any group trust fund which at the time of the      Trust investment and Trustee powers or duties.  investment provides for the pooling of the assets of plans         qualified under Code §401(a), including a group trust fund that      (1) Limitation. Any Trust amendment under clause (2) of  also permits the pooling of qualified plan assets with assets of an Section 8.11(B): (a) must not conflict with any other provisions  individual retirement account that is exempt from taxation under of the Plan (except as expressly are intended to override an  Code §408(e), assets of an eligible governmental plan under      existing Trust provision); (b) must not cause the Plan to violate  Code §457(b) that is exempt from taxation under Code §457(g),    Code §401(a); and (c) must be made in accordance with Rev.  assets of a custodial account under Code §403(b)(7) or a         Proc. 2011-49 or any successor thereto.  retirement income account under Code §403(b)(9), or assets of a    governmental plan under Code §401(a)(24). This authorization     (C) Substitution of Approved or Non-Approved Trust. The  applies solely to a group trust fund exempt from taxation under  Employer subject to the conditions under Section 8.11(B)(1), in  Code §501(a) and the trust agreement of which satisfies the      its Adoption Agreement may elect to substitute in place of  requirements of Rev. Rul. 81-100 (as modified and clarified by   Article VIII and the remaining Trust provisions of the basic plan  Rev. Rul. 2004-67 and Rev. Rul. 2011-1), or any successor        document, any other trust or custodial account agreement that  thereto. The provisions of the group trust fund agreement, as    the IRS has approved for use with this Plan. The Employer also  amended from time to time, are by this reference incorporated    may elect to substitute in place of Article VIII and the remaining  within this Plan and Trust. The provisions of the group trust    Trust provisions of the basic plan document, any other trust or  fund will govern any investment of Plan assets in that fund. To  custodial account agreement which has not been approved by  comply with Code §4975(d)(8) as to any group trust fund          the IRS for use with this Plan. However, substitution of a  maintained by a disqualified person, including the Trustee, the  non-approved trust or custodial agreement will cause the Plan to  following provisions apply: (A) a discretionary Trustee or a     lose reliance on its opinion or advisory letter and the Plan will  nondiscretionary Trustee may invest in any such fund at the      become an individually designed plan. See Sections 7.09 and  direction of the Named Fiduciary who is independent of the       11.02(B)(4). If the Employer elects to substitute an approved  Trustee and the Trustee's affiliates; (B) a discretionary Trustee trust or a non-approved, the Trustee will not execute the  or a nondiscretionary Trustee (the latter as directed) may invest Adoption Agreement but will instead execute the substituted  in any such fund which the Employer specifies in Appendix C;     trust. The Trustee of the substituted trust agrees to be bound by  and (C) notwithstanding (A) and (B) a discretionary Trustee      all remaining Plan terms, other than those terms which the  may invest in its own funds as described in Section 8.02(A)(3).  substituted trust governs.                                                                          8.10 COMBINING TRUSTS OF EMPLOYER'S PLANS.                  (D) Formalities. All Section 8.11 Trust amendments or  At the Employer's direction, the Trustee, for collective         substitutions are subject to Section 11.02. As such, the Trustee  investment purposes, may combine into one trust fund the Trust   must execute the amendment or substituted trust.  created under this Plan with the trust created under any other     qualified retirement plan the Employer maintains. However, the       8.12 CROSS-PAY PROVISION. In the event that more  Trustee must maintain separate records of account for the assets than one entity adopts the Plan, such that Employers in addition  of each Trust in order to reflect properly each Participant's    to the Signatory Employer become Participating Employers,  Account Balance under the qualified plans in which he/she is a   whether such entities are Related Employers or are unrelated  participant.                                                     Employers, or both, all of the Plan assets must be available to                                                                   pay benefits to all Participants and Beneficiaries, as described in       8.11 AMENDMENT/SUBSTITUTION OF TRUST.                       Treas. Reg. §1.414(l)-1(b)(1), unless the Employer elects under                                                                   Appendix B to limit such assets as are attributable to each  (A)  Amendment/Standardized Plan. The Employer in its            Participating Employer to pay benefits only to the Participants  Standardized Plan may not amend any provision of Article VIII    (and their Beneficiaries) who are Employees of that  (or any other provision of the Plan related to the Trust) except Participating Employer.  the Employer in Appendix C (or in its Adoption Agreement as        applicable) may specify the Trust year, the names of the Plan,      © 2014 Great-West Trust Company, LLC or its suppliers                                                             89  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE IX                          PROVISIONS RELATING TO INSURANCE AND INSURANCE COMPANY         9.01 INSURANCE BENEFIT.                                     Deferrals and forfeitures) allocated to any Participant's Account:                                                                   (1) 49% in the case of the purchase of ordinary life insurance  (A)  General. The Employer may elect to provide incidental life  Contracts; or (2) 25% in the case of the purchase of term life  insurance benefits for Insurable Participants who consent to life insurance or universal life insurance Contracts. If the Trustee  insurance benefits by executing the appropriate insurance        purchases a combination of ordinary life insurance Contract(s)  company application form. The Trustee will not purchase any      and term life insurance or universal life insurance Contract(s),  incidental life insurance benefit for any Participant prior to a then the sum of one-half of the premiums paid for the ordinary  contribution allocation to the Participant's Account. At an      life insurance Contract(s) and the premiums paid for the term  insured Participant's written direction, the Trustee will use all or life insurance or universal life insurance Contract(s) may not  any portion of the Participant's Employee Contributions, if any, exceed 25% of the Employer Contributions allocated to any  to pay insurance premiums covering the Participant's life.       Participant's Account.                                                                     (B)  Insurance on Others. Unless the Plan is a Money             (B) Exception for Certain Profit Sharing Plans. If the Plan is  Purchase Pension Plan, the Trustee may purchase life insurance   a Profit Sharing Plan or a 401(k) Plan, the incidental insurance  for the benefit of the Participant on the life of a family member benefits requirement of Section 9.02(A) does not apply to the  of the Participant.                                              Plan if the Plan purchases life insurance benefits only from                                                                   Employer Contributions accumulated in the Participant's  (C)  Amount and Type of Coverage. The Employer will direct       Account for at least two years, measured from the allocation  the Trustee as to the insurance company and insurance agent      date.  through which the Trustee is to purchase the Contracts, the        amount of the coverage and the applicable Dividend plan.         (C) Exception for Other Amounts. The incidental insurance                                                                   benefit requirement of Section 9.02(A) does not apply to  (D)  Ownership. Each application for a Contract, and the         Contracts purchased: (1) with Employee Contributions; (2) with  Contracts themselves, must designate the Trustee as sole owner,  Rollover Contributions; or (3) with Earnings on Employer  with the right reserved to the Trustee to exercise any right or  Contributions.  option contained in the Contracts, subject to the terms and        provisions of this Plan. The Trustee must be the Contract named      9.03 DISPOSITION OF LIFE INSURANCE  beneficiary for the Account of the insured Participant. The      PROTECTION.  Trustee will hold all Contracts issued under the Plan as Trust     assets.                                                          (A) Timing. The Trustee will not continue any life insurance                                                                   protection beyond the later of the Participant's: (1) Annuity  (E)  Distribution. Proceeds of Contracts paid to the             Starting Date under Section 6.01(A)(2)(h), or (2) Separation  Participant's Account under this Article IX are subject to the   from Service. The Trustee, at the direction of the Plan  distribution requirements of Article VI. The Trustee will not    Administrator, will make any transfer of Contract(s) as soon as  retain any such proceeds for the benefit of the Trust.           administratively practicable after the date specified under this                                                                   Section 9.03(A).  (F)  Premiums/Directed Investment. The Trustee will charge         the premiums on any Contract covering the life of a Participant  (B) Method. The Trustee may not transfer any Contract under  (or, as applicable, the family member of a Participant) against  this Section 9.03 which contains a method of payment not  the Account of that Participant and will treat the Contract as a specifically authorized by Article VI or which fails to comply  directed investment of the Participant's Account, even if the Plan with the QJSA requirements, if applicable, of Section 6.04. In  otherwise does not permit a Participant to direct the investment this regard, the Trustee either must convert such a Contract to  of his/her own Account.                                          cash and distribute the cash instead of the Contract, or before                                                                   making the transfer, must require the Issuing Company to delete  (G)  Uniformity. The Trustee must arrange, where possible, for   the unauthorized method of payment option from the Contract.  all Contracts issued on the lives of Participants under the Plan to   have the same premium due date and all ordinary life insurance       9.04 DIVIDENDS. Dividends are applied to the  Contracts to contain guaranteed cash values with as uniform      Participant's Account on whose life the Issuing Company has  basic options as are possible to obtain.                         issued the Contract. Dividends are applied to premium reduction                                                                   unless the Plan Administrator directs the Trustee to purchase  (H)  Custodians. The provisions of this Article IX are not       insurance benefits or additional insurance benefits for the  applicable, and the Plan may not invest in Contracts, if a       Participant.  Custodian signatory to the Adoption Agreement is a bank which      does not have trust powers from its governing state banking          9.05 LIMITATIONS ON INSURANCE COMPANY  authority.                                                       DUTIES.                                                                          9.02 LIMITATIONS ON COVERAGE.                               (A) Not a Party to Plan. An insurance company, solely in its                                                                   capacity as an Issuing Company: (1) is not a party to the Plan;  (A)  Incidental Insurance Benefits. The aggregate of life        and (2) is not responsible for the Plan's validity.  insurance premiums paid for the benefit of a Participant, at all   times, may not exceed the following percentages of the           (B) No Responsibility for Others. An Issuing Company has  aggregate of the Employer Contributions (including Elective      no responsibility or obligation under the Plan to Participants or     © 2014 Great-West Trust Company, LLC or its suppliers                                                             90  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            Beneficiaries for any act required of the Employer, the Plan         9.08 APPENDIX B OVERRIDE. The Employer in  Administrator, the Trustee, the Custodian or any other service   Appendix B may amend the provisions of this Article IX in any  provider to the Plan (unless the Issuing Company also serves in  manner except as would be inconsistent with any other Plan  such capacities).                                                provision.                                                                     (C)  Plan Terms. No insurance company, solely in its capacity        9.09 DEFINITIONS. For purposes of this Article IX:  as an Issuing Company, need examine the terms of this Plan.                                                                         (A) Contract(s). Contract or Contracts means an ordinary life,  (D)  Reliance/Discharge. For the purpose of making               term life or universal life insurance contract issued by an Issuing  application to an Issuing Company and in the exercise of any     Company on the life of a Participant or other person as  right or option contained in any Contract, the Issuing Company   authorized under this Article IX.  may rely upon the signature of the Trustee and is held harmless    and completely discharged in acting at the direction and         (B) Dividends. Dividends means Contract dividends, refunds  authorization of the Trustee. An Issuing Company is discharged   of premiums and other credits.  from all liability for any amount paid to the Trustee or paid in   accordance with the direction of the Trustee, and is not obliged (C) Insurable Participant. Insurable Participant means a  to see to the distribution or further application of any amounts Participant to whom an insurance company, upon an application  the Issuing Company so pays.                                     being submitted in accordance with the Plan, will issue                                                                   insurance coverage, either as a standard risk or as a risk in an       9.06 RECORDS/INFORMATION. An Issuing Company                extra mortality classification.  must keep such records and supply to the Plan Administrator or     Trustee such information regarding its Contracts as may be       (D) Issuing Company. Issuing Company is any life insurance  reasonably necessary for the proper administration of the Plan.  company which has issued a Contract upon application by the                                                                   Trustee under the terms of this Plan.       9.07 CONFLICT WITH PLAN. In the event of any conflict         between the provisions of this Plan and the terms of any  Contract issued in accordance with this Article IX, the  provisions of the Plan control.        © 2014 Great-West Trust Company, LLC or its suppliers                                                             91  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE X                                                 TOP-HEAVY PROVISIONS        10.01 DETERMINATION OF TOP-HEAVY STATUS.                     §416 or the Plan otherwise requires application of the top-heavy                                                                   rules. If applicable, the provisions of this Article X supersede  (A)  Only Employer Plan. If this Plan is the only qualified plan any conflicting Plan or Adoption Agreement provisions, except  maintained by the Employer, the Plan is top-heavy for a Plan     as the context may otherwise require.  Year if the Top-Heavy Ratio as of the Determination Date           exceeds 60%.                                                        10.02 TOP-HEAVY MINIMUM ALLOCATION. The                                                                   Top-Heavy Minimum Allocation requirement applies to the Plan  (B)  If Other Plans. If the Employer maintains other qualified   only in a Plan Year for which the Plan is top-heavy.  plans (including a simplified employee pension plan), or           maintained another such plan now terminated, this Plan is        (A) Allocation to Non-Keys. If the Plan is top-heavy in any  top-heavy only if it is part of the Required Aggregation Group,  Plan Year each Non-Key Employee who is a Participant (as  and the Top-Heavy Ratio for the Required Aggregation Group       described in Section 10.06(H)) and employed by the Employer  and for the Permissive Aggregation Group, if any, each exceeds   on the last day of the Plan Year will receive a Top-Heavy  60%.                                                             Minimum Allocation for that Plan Year.                                                                          (1) Count all aggregated plans. The Plan Administrator      (B) Additional Contribution/Allocation as Required. The  will calculate the Top-Heavy Ratio in the same manner as         Plan Administrator first will allocate the Employer  required by Section 10.06(K) taking into account all plans       Contributions (and Participant forfeitures, if any) for the Plan  within the Aggregation Group. The Plan Administrator will        Year in accordance with the provisions of its Adoption  calculate the Top-Heavy Ratio with reference to the              Agreement. The Employer then will contribute an additional  Determination Dates that fall within the same calendar year. If  amount for the Account of any Participant entitled under Section  an aggregated plan does not have a Valuation Date coinciding     10.02(A) to a Top-Heavy Minimum Allocation and whose  with the Determination Date, the Plan Administrator must value   contribution rate for the Plan Year is less than the Top-Heavy  the Account Balance in the aggregated plan as of the most recent Minimum Allocation. The additional amount is the amount  Valuation Date falling within the twelve-month period ending     necessary to increase the Participant's allocation rate to the  on the Determination Date, except as Code §416 and applicable    Top-Heavy Minimum Allocation. The Plan Administrator will  Treasury regulations require for the first plan year and for the allocate the additional contribution to the Account of the  second plan year of a Defined Benefit Plan.                      Participant on whose behalf the Employer makes the                                                                   contribution.       (2) Terminated plans. To the extent the Plan                  Administrator must take into account distributions to a          (C) No Plan Allocations. If, for a Plan Year, there are no  Participant, the Plan Administrator must include distributions   allocations of Employer Contributions or of forfeitures for any  from a terminated plan which would have been part of the         Key Employee, the Plan does not require any Top-Heavy  Required Aggregation Group if it were in existence on the        Minimum Allocation for the Plan Year, unless a Top-Heavy  Determination Date.                                              Minimum Allocation applies because of the maintenance by the                                                                   Employer of more than one plan.       (3) Defined Benefit Plans/SEPs. The Plan Administrator        will calculate the present value of accrued benefits under          10.03 PLAN WHICH WILL SATISFY TOP-HEAVY. If  Defined Benefit Plans or the account balances under simplified   the Plan is top-heavy, the Plan Administrator will determine if  employee pension plans included within the Aggregation Group     the Plan satisfies the Top-Heavy Minimum Allocation  in accordance with the terms of those plans and Code §416 and    requirement under this Section 10.03.  the applicable Treasury regulations.                                                                                                (A) Aggregation of Plans to Satisfy. The Plan Administrator  (C)  Defined Benefit Plans.                                      will aggregate all qualified plans the Employer maintains to                                                                   determine if the Plan satisfies the Top-Heavy Minimum       (1) Use of uniform accrual. If a Participant in a Defined   Allocation requirement.  Benefit Plan is a Non-Key Employee, the Plan Administrator         will determine his/her accrued benefit under the accrual method, (B) More Than One Defined Contribution Plan. If the  if any, which is applicable uniformly to all Defined Benefit     Employer maintains more than one Defined Contribution Plan in  Plans maintained by the Employer or, if there is no uniform      which a Non-Key Employee participates and the Non-Key  method, in accordance with the slowest accrual rate permitted    Employee receives less than the Top-Heavy Minimum  under the fractional rule accrual method described in Code       Allocation for a Plan Year in which the Plan is top-heavy, the  §411(b)(1)(C).                                                   Plan Administrator operationally will determine to which plan                                                                   the Employer will make the necessary additional contribution. If       (2) Actuarial assumptions. If the Employer maintains a      the Plan Administrator elects for the Employer to make the  Defined Benefit Plan, the Plan Administrator will use the        additional contribution to this Plan, the Plan Administrator will  actuarial assumptions (interest and mortality only) stated in that allocate the contribution in accordance with Section 10.02(B). If  plan to calculate the present value of benefits from the Defined the Plan Administrator elects for the Employer to make the  Benefit Plan.                                                    additional contribution to another plan, the Plan Administrator                                                                   must determine that the additional contribution is sufficient to  (D)  Application of Top-Heavy Rules. The top-heavy               satisfy the Top-Heavy Minimum Allocation.  provisions of the Plan apply only for Plan Years in which Code        © 2014 Great-West Trust Company, LLC or its suppliers                                                             92  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (C)  Defined Benefit Plan(s). If the Employer maintains one or      10.06 DEFINITIONS. For purposes of applying the  more Defined Benefit Plans in addition to this Plan and a        top-heavy provisions of the Plan:  Non-Key Employee participates in both types of plans, the Plan     Administrator operationally will determine if the Employer will  (A) Compensation. Compensation means Compensation as  make the necessary additional contribution to the Plan to satisfy determined under Section 4.05(F) for Code §415 purposes and  the top-heavy Minimum Allocation Rate or if the Employer will    includes Compensation for the entire Plan Year.  provide a required top-heavy minimum benefit in the Defined        Benefit Plan. If the Plan Administrator elects for the Employer  (B) Determination Date. Determination Date means for any  to make the additional contribution to this Plan, the Top-Heavy  Plan Year, the Accounting Date of the preceding Plan Year or,  Minimum Allocation is 5%, irrespective of the Highest            in the case of the first Plan Year of the Plan, the Accounting  Contribution Rate, and the Plan Administrator will allocate the  Date of the first Plan Year.  contribution in accordance with Section 10.02(B). If the Plan      Administrator elects for the Employer to satisfy the top-heavy   (C) Determination (look-back) Period. Determination Period  minimum benefit in a Defined Benefit Plan, the Plan              means the 1-year period ending on the Determination Date. In  Administrator must determine that such top-heavy minimum         the case of distributions made for a reason other than Severance  benefit is sufficient to satisfy the top-heavy requirements in such from Employment, death or Disability, the determination period  Plan.                                                            means the 5-year period ending on the Determination Date.                                                                     (D)  Override. The Employer in Appendix B may specify            (D) Employer. Employer means the Employer that adopts this  overriding provisions which will apply to satisfy the            Plan and any Related Employer.  requirements of Code §416 and the applicable regulations if the    Employer maintains more than one qualified plan.                 (E) Highest Contribution Rate. Highest Contribution Rate                                                                   means for any Key Employee, all Employer Contributions      10.04 TOP-HEAVY VESTING. If the Employer in its              (including Elective Deferrals, but not including Employer  Adoption Agreement does not elect immediate vesting, the         contributions to Social Security and not including Catch-Up  Employer must elect a top-heavy vesting schedule, as defined in  Deferrals) and forfeitures allocated to the Participant's Account  Section 5.03(A). The specified top-heavy vesting schedule        for the Plan Year, divided by his/her Compensation for the  applies to all Accounts and Contribution Types not already       entire Plan Year. To determine a Key Employee's contribution  subject to greater vesting. The Employer in Appendix B also      rate, the Plan Administrator must treat all qualified top-heavy  may elect a non-top-heavy vesting schedule and may further       Defined Contribution Plans maintained by the Employer (or by  elect as to whether the top-heavy schedule applies to the Plan's any Related Employer) as a single plan.  first top-heavy Plan Year and to all subsequent Plan Years, or     whether the non-top-heavy schedule applies as to non-top-heavy   (F) Key Employee. Key Employee means, as of any  Plan Years. Any change in the Plan's vesting schedule resulting  Determination Date, any Employee or former Employee  from this election is subject to Section 5.08, relating to vesting (including a deceased former Employee) who, at any time  schedule amendments. As such, a Participant's vested percentage  during the Determination Period: (i) has annual Compensation  may not decrease as a result of a change in the Plan's top-heavy exceeding $130,000 (as adjusted under Code §416(i)(1)(A)) and  status in a subsequent Plan Year. When applicable, the relevant  is an officer of the Employer; (ii) is a more than 5% owner of  top-heavy vesting schedule applies to a Participant's entire     the Employer; or (iii) is a more than 1% owner of the Employer  Account Balance except as to those amounts which are already     and has annual Compensation exceeding $150,000.  100% Vested, and applies to such amounts accrued before the        Plan became top-heavy.                                               (1) Attribution. The constructive ownership rules of                                                                   Code §318 as modified by Code §416(i)(1)(B)(i) (or the      10.05 SAFE HARBOR/SIMPLE PLAN EXEMPTION.                     principles of that Code section, in the case of an unincorporated                                                                   Employer) will apply to determine ownership in the Employer.  (A)  Safe Harbor 401(k) Plan. If in any Plan Year: (1) the Plan    Administrator allocates only Safe Harbor Contributions,              (2) Maximum Officers. The number of officers taken  Additional Matching Contributions and Elective Deferrals to the  into account under Section 10.06(F) clause (i) will not exceed  Plan; and (2) there are no forfeitures to allocate for the Plan  the greater of 3 or 10% of the total number (after application of  Year or the Plan Administrator allocates forfeitures in the      the Code §414(q) exclusions) of Employees, and in no event  manner Section 3.07(A)(4) describes, the Plan will not be        will exceed 50 officers.  subject to the top-heavy requirements of this Article X for that   Plan Year. In accordance with Section 3.07(A)(4), the Employer       (3) Code/regulations. The Plan Administrator will make  in its Adoption Agreement may elect to apply forfeitures in such the determination of who is a Key Employee in accordance with  a manner so as to preserve the top-heavy exemption under this    Code §416(i)(1) and the applicable Treasury regulations.  Section 10.05(A). This Section 10.05(A) does not apply if the      Employer in its Adoption Agreement elects eligibility for        (G) Non-Key Employee. Non-Key Employee means an  Elective Deferrals which is earlier than the one Year of Service Employee who is not a Key Employee.  and age 21 eligibility requirements the Employer elects to apply   for the Safe Harbor Contributions, using the OEE rule under      (H) Participant. Participant means any Employee otherwise  Section 4.06(C).                                                 eligible to participate in the Plan, even if the Participant would                                                                   not be entitled to other Plan allocations or would receive a lesser  (B)  SIMPLE 401(k) Plan. A SIMPLE 401(k) Plan under              allocation under the Plan terms.  Section 3.10 is not subject to the provisions of this Article X.        © 2014 Great-West Trust Company, LLC or its suppliers                                                             93  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (I)  Permissive Aggregation Group. Permissive Aggregation        accordance with (1) above, and the "present value" of accrued  Group means the Required Aggregation Group plus any other        benefits under the defined benefit plan or plans for all  qualified plans maintained by the Employer, but only if such     Participants as of the "determination date," all determined in  group would satisfy in the aggregate the nondiscrimination       accordance with Code §416 and the Regulations thereunder. The  requirements of Code §401(a)(4) and the coverage requirements    accrued benefits under a defined benefit plan in both the  of Code §410. The Plan Administrator will determine the          numerator and denominator of the top-heavy ratio are increased  Permissive Aggregation Group.                                    for any distribution of an accrued benefit made in the 1-year                                                                   period ending on the "determination date" (5-year period ending  (J)  Required Aggregation Group. Required Aggregation            on the "determination date" in the case of a distribution made for  Group means: (1) each qualified plan of the Employer in which    a reason other than severance from employment, death or Total  at least one Key Employee participates or participated at any    and Permanent Disability).  time during the Determination Period (including terminated         plans); and (2) any other qualified plan of the Employer which   (3) For purposes of (1) and (2) above, the value of Account  enables a plan described in clause (1) to meet the requirements  balances and the "present value" of accrued benefits will be  of Code §401(a)(4) or of Code §410.                              determined as of the most recent Valuation Date that falls within                                                                   or ends with the 12-month period ending on the "determination  (K)  Top-Heavy Ratio. Top-Heavy Ratio means a fraction, the      date," except as provided in Code §416 and the Regulations  numerator of which is the sum of the Account Balances of all     thereunder for the first and second plan years of a defined  Key Employees as of the Determination Date and the               benefit plan. The Account balances and accrued benefits of a  denominator of which is the sum of the Account Balances for all  Participant (i) who is not a Key Employee but who was a Key  Employees as of the Determination Date.                          Employee in a prior year, or (ii) who has not been credited with                                                                   at least one Hour of Service with any Employer maintaining the  (1)  If the Employer maintains one or more defined contribution  Plan at any time during the 1-year period ending on the  plans (including any simplified employee pension plan (as        "determination date" will be disregarded. The calculation of the  defined in Code §408(k))) and the Employer has not maintained    top-heavy ratio, and the extent to which distributions, rollovers,  any defined benefit plan which during the 5-year period ending   and transfers are taken into account will be made in accordance  on the "determination date" has or has had accrued benefits, the with Code §416 and the Regulations thereunder. Deductible  top-heavy ratio for this Plan alone or for the "required         Employee contributions will not be taken into account for  aggregation group" or "permissive aggregation group" as          purposes of computing the top-heavy ratio. When aggregating  appropriate is a fraction, the numerator of which is the sum of  plans the value of Account balances and accrued benefits will be  the account balances of all Key Employees as of the              calculated with reference to the "determination dates" that fall  "determination date" (including any part of any Account balance  within the same calendar year.  distributed in the 1-year period ending on the "determination      date") (5-year period ending on the "determination date" in the  The accrued benefit of a Participant other than a Key Employee  case of a distribution made for a reason other than severance    shall be determined under (i) the method, if any, that uniformly  from employment, death or Total and Permanent Disability), and   applies for accrual purposes under all defined benefit plans  the denominator of which is the sum of all Account balances      maintained by the Employer, or (ii) if there is no such method,  (including any part of any Account balance distributed in the    as if such benefit accrued not more rapidly than the slowest  1-year period ending on the "determination date") (5-year period accrual rate permitted under the fractional rule of Code  ending on the "determination date" in the case of a distribution §411(b)(1)(C).  made for a reason other than severance from employment, death      or Total and Permanent Disability), both computed in             In determining the Top-Heavy Ratio, the Plan Administrator  accordance with Code §416 and the Regulations thereunder.        will include and will exclude such amounts as are described                                                                   below, and in accordance with Code §416 and the applicable  Both the numerator and denominator of the top-heavy ratio are    Treasury regulations.  increased to reflect any contribution not actually made as of the   "determination date," but which is required to be taken into         (1) Catch-Up Deferrals. The Plan Administrator will  account on that date under Code §416 and the Regulations         include Catch-Up Deferrals.  thereunder.                                                                                                                             (2) DECs. The Plan Administrator will exclude DECs.  (2)  If the Employer maintains one or more defined contribution    plans (including any simplified employee pension plan) and the       (3) Certain Contributions. The Plan Administrator will  Employer maintains or has maintained one or more defined         include any contribution not made, but due as of the  benefit plans which during the 5-year period ending on the       Determination Date.  "determination date" has or has had any accrued benefits, the      top-heavy ratio for any "required aggregation group" or              (4) Certain Distributions. The Plan Administrator will  "permissive aggregation group" as appropriate is a fraction, the include any distributions made within the Determination Period.  numerator of which is the sum of account balances under the        aggregated defined contribution plan or plans for all Key            (5) Former Key Employees. The Plan Administrator will  Employees, determined in accordance with (1) above, and the      exclude the Account Balance (and distributions, if any, of the  "present value" of accrued benefits under the aggregated defined Account Balance) of any Non-Key Employee who was formerly  benefit plan or plans for all Key Employees as of the            a Key Employee.  "determination date," and the denominator of which is the sum      of the account balances under the aggregated defined                 (6) No Service during 1-year look-back. The Plan  contribution plan or plans for all Participants, determined in   Administrator will exclude the Account Balance (including     © 2014 Great-West Trust Company, LLC or its suppliers                                                             94  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            distributions, if any, of the Account Balance) of an individual  any Key Employee multiplied by the Non-Key Employee's Plan  who has not received credit for at least one Hour of Service with Year Compensation. For purposes of satisfying the Employer's  the Employer during the Determination Period, which for          Top-Heavy Minimum Allocation requirement, the Plan  purposes of this Section 10.06(K)(6), means the 1-year period    Administrator disregards the Elective Deferrals allocated to a  described in Section 10.06(C).                                   Non-Key Employee's Account in determining the Non-Key                                                                   Employee's allocation rate. To determine a Non-Key Employee's       (7) Rollover Contributions and Transfers. The Plan          allocation rate, the Plan Administrator must treat all qualified  Administrator, in accordance with Code §416 and the applicable   top-heavy Defined Contribution Plans maintained by the  Treasury regulations, will include unrelated Rollovers and       Employer (or by any Related Employer) as a single plan. If a  Transfers which the Plan makes and related Rollovers and         Defined Benefit Plan maintained by the Employer which  Transfers which the Plan receives. The Plan Administrator will   benefits a Key Employee depends on this Plan to satisfy the  exclude related Rollovers and Transfers which the Plan makes     nondiscrimination rules of Code §401(a)(4) or the coverage  and unrelated Rollovers and Transfers which the Plan receives.   rules of Code §410 (or another plan benefiting the Key                                                                   Employee so depends on such Defined Benefit Plan), the  (L)  Top-Heavy Minimum Allocation. Top-Heavy Minimum             top-heavy minimum allocation is 3% of the Non-Key  Allocation means an allocation equal to the lesser of 3% of the  Employee's Compensation regardless of the contribution rate for  Non-Key Employee's Compensation for the Plan Year or the         the Key Employees.  highest contribution rate for the Plan Year made on behalf of          © 2014 Great-West Trust Company, LLC or its suppliers                                                             95  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                                                                                  ARTICLE XI                                EXCLUSIVE BENEFIT, AMENDMENT, AND TERMINATION        11.01 EXCLUSIVE BENEFIT.                                     (B) Amendment Formalities.                                                                     (A)  No Reversion/Diversion. Except as provided under                (1) Writing. The Employer must make all Plan  Section 3.01(H), the Employer does not have any beneficial       amendments in writing. Each amendment must specify the  interest in any asset of the Trust Fund and no part of any asset in amendment execution date and, if different from its execution  the Trust Fund may ever revert to or be repaid to the Employer,  date, must specify the amendment's retroactive, current or  either directly or indirectly; nor, prior to the satisfaction of all prospective Effective Date.  liabilities with respect to the Participants and their Beneficiaries   under the Plan, may any part of the corpus or income of the          (2) Restatement. An Employer may amend its Plan by  Trust Fund, or any asset of the Trust Fund, be (at any time) used means of a complete restatement of its Adoption Agreement. To  for, or diverted to, purposes other than the exclusive benefit of restate its Plan, the Employer must complete, and the Employer  the Participants or their Beneficiaries and for defraying        and Trustee or Custodian must execute, a new Adoption  reasonable expenses of administering the Plan.                   Agreement. See Section 8.11(C) if the Employer elects in its                                                                   Adoption Agreement to adopt a separate approved trust  (B)  Initial Qualification. If the IRS, upon the Employer's      agreement.  application for initial approval (determination) of this Plan,     determines the Trust created under the Plan is not a qualified       (3) Amendment (without restatement). An Employer  trust exempt from Federal income tax, the Trustee, upon written  may amend its Plan without completion of a new Adoption  notice from the Employer, will return the Employer               Agreement by either: (a) completion and substitution of one or  Contributions and the Earnings thereon to the Employer. This     more Adoption Agreement pages including a new Adoption  Section 11.01(B) applies only if the Employer makes the          Agreement Execution Page executed by the Employer and if  application for determination by the time prescribed by law for  applicable, executed by the Trustee or Custodian; or (b) other  filing the Employer's tax return for the Taxable Year in which   written instrument amending the Adoption Agreement executed  the Employer adopted the Plan, or by such later date as the      by the Employer and if applicable, executed by the Trustee or  Secretary of the Treasury may prescribe. The Trustee must make   Custodian. Except under Sections 4.08 or 8.11, to preserve the  the return of the Employer contribution under this Section       Plan's pre-approved status under Section 7.09, the substantive  11.01(B) within one year of a final disposition of the Employer's language of any amendment under Section 11.02(B)(3), clause  request for initial determination as to the Plan. The Employer's (b) (amendment other than by substituted Adoption Agreement  Plan and Trust will terminate upon the Trustee's return of the   page) must reproduce without alteration, the relevant portion(s)  Employer Contributions.                                          of the Adoption Agreement text and elections which the                                                                   Employer is amending or must have the substantive effect of      11.02 AMENDMENT BY EMPLOYER.                                 doing so such as incorporating by reference the Adoption                                                                   Agreement text into the amendment.  (A)  Permitted Amendments. The Employer, consistent with           this Section 11.02 and other applicable Plan provisions, has the     (4) Effect of certain alterations. Any restatement or  right, at any time to amend or to restate the Plan including the amendment which is not permitted under this Section 11.02 or  Trust.                                                           elsewhere in the Plan may result in the IRS treating the Plan as                                                                   an individually designed plan. See Section 7.09 for the effect of       (1) Adoption Agreement/Appendix B overrides. The            certain amendments adopted by the Employer which will result  Employer may: (a) restate its Adoption Agreement (including      in the Employer's Plan losing Prototype Plan or Volume  converting the Plan to another type of plan using a different    Submitter Plan status.  Adoption Agreement approved for use with the Prototype or          Volume Submitter Plan); (b) amend the elective provisions of         (5) Operational discretion and policy changes not an  the Adoption Agreement (changing an existing election or         amendment. A Plan amendment does not include the Plan  making a new election) in any manner the Employer deems          Administrator's exercise of any operational discretion the Plan  necessary or advisable; and (c) elect in Appendix B any or all of accords to the Administrator, including but not limited to, the  the basic plan overrides specified therein, including adding     Plan Administrator's adoption, modification or termination of  language to satisfy Code §§415 or 416 because of the required    any policy, rule or regulation in accordance with the Plan or any  aggregation of multiple plans.                                   change to any Adoption Agreement checklist.                                                                          (2) Model amendments. The Employer may adopt model              (6) Trustee/Custodian signature to amendment. The  amendments published by the IRS (the adoption of which the       Trustee or Custodian must execute any Adoption Agreement for  IRS provides will not cause the Plan to be individually          a Restated Plan and also must execute any Plan amendment  designed).                                                       which alters the Trust provisions of Article VIII or which                                                                   otherwise affects the Trustee's or Custodian's duties under the       (3) Interim amendments. The Employer may make such          Plan.  good faith amendments as the Employer considers necessary to       maintain the Plan's tax-qualified status.                            (7) Signatory Employer authority. The Signatory                                                                   Employer alone may execute any Plan amendment under this                                                                   Section 11.02, and such amendment is effective and binding                                                                   upon existing Participating Employers. See Section 1.24(A).                                                                        © 2014 Great-West Trust Company, LLC or its suppliers                                                             96  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (C)  Impermissible Amendment/Protected Benefits.                 regulations, revenue rulings, other statements published by the                                                                   IRS (including adoption of model, sample or other required       (1) Exclusive benefit/no reversion. The Employer may        good faith amendments that specifically provide that their  not amend the Plan to permit any of the Trust Fund (other than   adoption will not cause such plan to be individually designed);  as required to pay any Trust taxes and reasonable Plan           or (2) to make corrections to prior approved plans that may be  administrative expenses) to be used for or diverted to purposes  applied to all employers who adopted the plan. The Sponsor, the  other than for the exclusive benefit of the Participants and     M&P Mass Submitter or the Practitioner, also may amend the  Beneficiaries. An amendment may not cause any portion of the     Plan and Trust (including any Adoption Agreement), from time  Trust Fund to revert to the Employer or to become the            to time effective as to employers who have not yet adopted the  Employer's property.                                             Plan.                                                                          (2) Alteration of Plan Administrator or                     (B) Notice to Employers. The Sponsor or Practitioner must  Trustee/Custodian duties. The Employer may not amend the         make reasonable and diligent efforts to ensure adopting  Plan in any manner which affects the powers, duties or           Employers have actually received and are aware of all Sponsor,  responsibilities of the Plan Administrator, the Trustee or the   Practitioner, or M & P Mass Submitter generated Plan  Custodian without the written consent of the affected party. See amendments and that such Employers complete and sign new  Section 11.02(B)(6).                                             Adoption Agreements when necessary.                                                                          (3) No cut-backs. An amendment (including the adoption      (C) Prohibited Amendments. Except under Section 11.03(A),  of this Plan as a restatement of an existing plan) may not       the Sponsor or Practitioner may not amend the Plan in any  decrease a Participant's Account Balance, except to the extent   manner which would modify any adopting Employer's Plan  permitted under Code §412(c)(8) (for plan years beginning on or  existing Adoption Agreement election without the Employer's  before December 31, 2007), or Code §412(d)(2) (for plan years    written consent. In addition, the Sponsor or Practitioner may not  beginning after December 31, 2007), may not reduce or            amend the Plan in any manner which would violate Section  eliminate Protected Benefits determined immediately prior to     11.02(C).  the adoption date (or, if later, the Effective Date) of the        amendment. An amendment reduces Protected Benefits even if       (D) Sponsor and Practitioner limitations. A Sponsor or a  the amendment merely adds a restriction or condition that is     Practitioner may no longer amend the Plan as to any adopting  permitted under the vesting rules in Code §§411(a)(3) through    Employer as of the date: (1) the Employer amends its Plan in a  (11). However, a participant's Account Balance may be reduced    manner as would result in the type of plan not permitted under  to the extent permitted under Treas. Regs. 1.411(d)-3 and        the M & P program or under the Volume Submitter program; or  1.411(d)-4. For purposes of this paragraph, a plan amendment     (2) the IRS notifies the Sponsor or Practitioner that the Plan is  which has the effect of decreasing a participant's Account       being treated as an individually designed plan.  Balance, with respect to benefits attributable to service before   the amendment, shall be treated as reducing a Protected Benefit. (E) M & P Mass Submitter Amendment. If the Sponsor does  An amendment reduces or eliminates Protected Benefits if the     not adopt the amendments made by the M & P Mass Submitter,  amendment has the effect of either: (a) eliminating or reducing  the Sponsor will no longer be the sponsor of an identical or  an early retirement benefit or a retirement-type subsidy (as     minor modifier Prototype Plan of the Mass Submitter.  defined in Treasury regulations); or (b) eliminating an optional   form of benefit. An amendment does not impermissibly                11.04 FROZEN PLAN/DISCONTINUANCE OF  eliminate a Protected Benefit relating to the method of          CONTRIBUTIONS.  distribution if after the amendment a Participant may receive a    single sum payment at the same time or times as the method of    (A) Employer Action to Freeze. The Employer subject to  distribution eliminated by the amendment and such payment is     Section 11.02(C) and by proper Employer action has the right, at  based on the same or a greater portion of the Participant's      any time, to suspend or discontinue all contributions under the  Account as the eliminated method of distribution. This Section   Plan and thereafter to continue to maintain the Plan as a Frozen  11.02(C)(3) applies to Transfers under 11.06 except as to certain Plan (subject to such suspension or discontinuance) until the  Elective Transfers under 11.06(E).                               Employer terminates the Plan. During any period while the Plan                                                                   is frozen, the Plan Administrator will continue to: (1) allocate       (4) Disregard of amendment/tracking Protected               forfeitures, if any, in accordance with Section 3.07, irrespective  Benefits. The Plan Administrator must disregard an amendment     of when the forfeitures occur; and (2) operate the Plan in  to the extent application of the amendment would fail to satisfy accordance with its terms other than those related to the making  this Section 11.02(C). The Plan Administrator, in an Adoption    and allocation of additional (new) contributions. If the Employer  Agreement checklist, may maintain a list of Protected Benefits   under a Profit Sharing Plan or a 401(k) Plan completely  which the Plan must preserve.                                    discontinues contributions (including Elective Deferrals), the                                                                   Plan Administrator will treat the Plan as a Frozen Plan.      11.03 AMENDMENT BY PROTOTYPE                                   SPONSOR/VOLUME SUBMITTER PRACTITIONER.                           (B) Vesting. Upon the Employer's complete discontinuance of                                                                   contributions to the Plan which is a Profit Sharing Plan or  (A)  General. The Sponsor, the M&P Mass Submitter (under         401(k) Plan, an affected Participant's right to his/her Account  Section 4.08 of Rev. Proc. 2011-49), or the Practitioner, without Balance is 100% Vested, irrespective of the Vested percentage  the Employer's consent, may amend the Plan and Trust             which otherwise would apply under Article V.  (including any Adoption Agreement), from time to time on           behalf of Employers who have previously adopted the Plan: (1)    (C) Not a Termination. A resolution or an amendment to  to conform the Plan and Trust to any changes to the Code,        discontinue all future contributions, but otherwise to continue     © 2014 Great-West Trust Company, LLC or its suppliers                                                             97  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            maintenance of this Plan, is not a Plan termination for purposes attained the later of age 62 or Normal Retirement Age, the  of Section 11.05.                                                Participant or the Beneficiary may elect to have the Trustee                                                                   commence distribution in cash (subject to Section 8.04) of      11.05 PLAN TERMINATION.                                      his/her Vested Account Balance in a Lump-Sum as soon as                                                                   administratively practicable after the Plan termination. If a  (A)  Employer Action to Terminate. The Employer subject to       Participant with consent rights under this Section 11.05(D)(2)  Section 11.02(C) and by proper Employer action has the right, at does not elect an immediate Lump-Sum distribution with  any time, to terminate this Plan and the Trust created and       spousal consent if required, to liquidate the Trust, the Plan  maintained under the Plan. Any termination of the Plan under     Administrator will instruct the Trustee or Custodian to purchase  this Section 11.05(A) is not effective until compliance with     a deferred Annuity Contract for the Participant which protects  applicable notice requirements under ERISA, if any. The Plan     the Participant's distribution rights under the Plan.  will terminate upon the first to occur of the following:                                                                                (3) Lower dollar amount. As provided in Section 6.09,       (1) Specified date. The Effective Date of termination       the Employer in Appendix B may provide for a lower dollar  specified by proper Employer action; or                          threshold than $5,000 under this Section 11.05(D).                                                                          (2) Employer no longer exists. The Effective Date of        (E) Profit Sharing Plan. If the Plan is a Profit Sharing Plan, in  dissolution or merger of the Employer, unless a successor makes  lieu of applying Section 11.05(D) and the distribution provisions  provision to continue the Plan, in which event the successor     of Article VI, the Plan Administrator will direct the Trustee to  must substitute itself as the Employer under this Plan.          distribute in cash (subject to Section 8.04) each Participant's                                                                   Vested Account Balance, in a Lump-Sum, as soon as  (B)  QTA Action to Terminate Abandoned Plan.                     administratively practicable after the Plan termination,                                                                   irrespective of: (i) the amount of the Participant's Vested       (1) Definition of Qualified Termination Administrator       Account Balance: (ii) the Participant's age; and (iii) whether the  (QTA). A QTA is an entity which: (a) is eligible to serve as     Participant consents to the distribution.  trustee or issuer of an individual retirement account or of an     individual retirement annuity; and (b) holds the assets of the       (1) Limitations. This Section 11.05(E) does not apply if:  abandoned Plan.                                                  (a) the Plan at termination provides for distribution of an                                                                   Annuity Contract which is a Protected Benefit and which the       (2) QTA procedure. A QTA, after making reasonable           Employer may not (or does not) eliminate by Plan amendment;  efforts to contact the Employer, may make a determination that   or (b) as of the period between the Plan termination date and the  the Employer has abandoned the Plan and give notice thereof to   final distribution of assets, the Employer maintains any other  the DOL. The QTA then may: (i) update Plan records; (ii)         Defined Contribution Plan (other than an ESOP). If clause (b)  calculate benefits; (iii) allocate assets and expenses; (iv) report applies, the Plan Administrator to facilitate Plan termination  to the DOL any delinquent contributions; (v) engage service      may direct the Trustee to transfer the Account of any  providers and pay reasonable Plan expenses; (vi) provide         non-consenting Participant to the other Defined Contribution  required notice to Participants and Beneficiaries regarding the  Plan.  Plan termination; (vii) distribute Plan benefits; (viii) file the   Form 5500 terminal report and give notice to the DOL of          (F) 401(k) Plan Distribution Restrictions. If the Plan is a  completion of the termination; and (ix) take all other reasonable 401(k) Plan or if the Plan as the result of a Transfer holds  and necessary actions to wind-up and terminate the Plan. A       Restricted 401(k) Accounts under Section 6.01(C)(4)(b), a  QTA will undertake all actions under this Section 11.05(B) in    Participant's Restricted 401(k) Accounts are distributable on  accordance with Prohibited Transaction Class Exemption           account of Plan termination, as described in this Section 11.05,  2006-06, relating to the QTA's services and compensation for     only if: (i) the Employer (including any Related Employer,  services.                                                        determined as of the Effective Date of Plan termination) does                                                                   not maintain an Alternative Defined Contribution Plan and the  (C)  Vesting. Upon either full or partial termination of the Plan, Plan Administrator distributes the Participant's entire Vested  an affected Participant's right to his/her Account Balance is    Account Balance in a Lump-Sum; or (ii) the Participant  100% Vested, irrespective of the Vested percentage which         otherwise is entitled under the Plan to a distribution of his/her  otherwise would apply under Article V.                           Vested Account Balance.                                                                     (D)  General Procedure upon Termination. Upon termination            (1) Definition of Alternative Defined Contribution  of the Plan, the distribution provisions of Article VI remain    Plan. An Alternative Defined Contribution Plan is a Defined  operative, with the following exceptions:                        Contribution Plan (other than an ESOP, simplified employee                                                                   pension plan, 403(b) plan, SIMPLE IRA or 457(b) or (f) plan)       (1) If no consent required. If the Participant's Vested     the Employer (or a Related Employer) maintains beginning at  Account Balance does not exceed $5,000 (or exceeds $5,000 but    the Effective Date of the Plan termination and ending twelve  the Participant has attained the later of age 62 or Normal       months after the final distribution of Plan assets. However, a  Retirement Age), the Plan Administrator will direct the Trustee  plan is not an Alternative Defined Contribution Plan if less than  to distribute in cash (subject to Section 8.04) the Participant's 2% of the Employees eligible to participate in the terminating  Vested Account Balance to him/her in a Lump-Sum as soon as       Plan are eligible to participate (beginning 12 months prior to and  administratively practicable after the Plan termination.         ending 12 months after the Effective Date of the Plan                                                                   termination) in the potential Alternative Defined Contribution       (2) If consent required. If the Participant's Vested        Plan.  Account Balance exceeds $5,000 and the Participant has not            © 2014 Great-West Trust Company, LLC or its suppliers                                                             98  





 






                                                                                      Defined Contribution Prototype Plan                                                                                                                            (G)  Continuing Trust Provisions. The Trust will continue          until the Trustee in accordance with the direction of the Plan       (1) Definition of Nonelective Transfer. A Nonelective  Administrator has distributed all of the benefits under the Plan. Transfer is a Transfer made without the consent or election of  On each Valuation Date, the Plan Administrator will credit any   the affected Participant(s).  part of a Participant's Account Balance retained in the Trust with   its share of Earnings. Upon termination of the Plan, any         (E) Elective Transfers. The Trustee, at the direction of the  suspense account under Section 4.01 will revert to the           Plan Administrator (and in accordance with the proper election  Employer, subject to the conditions of the Treasury regulations  of a Participant or Beneficiary), may enter into an agreement  permitting such a reversion.                                     with the trustee of any other plan described in Section 11.06(A)                                                                   to transfer as an Elective Transfer to the other plan or to receive  (H)  Lost Participants. The Trustee will distribute the Accounts as an Elective Transfer into this Plan, all or a portion of the  of lost Participants in a terminating Plan in accordance with the Account of the electing Participant or Beneficiary. The specific  Plan Administrator's direction under Section 7.07(B).            requirements for an Elective Transfer depend upon the type of                                                                   Elective Transfer that the Trustee will utilize to effect the      11.06 MERGER/DIRECT TRANSFER.                                Transfer, as described herein.                                                                     (A)  Authority. The Trustee, at the direction of the Plan            (1) Definition of Elective Transfer. An elective Transfer  Administrator, possesses the specific authority to enter into    is a Transfer made at the election of a Participant (or, as  merger agreements or direct transfer of assets agreements with   applicable, a Beneficiary) and which satisfies the requirements  the trustees of other retirement plans described in Code §401(a), of this Section 11.06(E).  and to accept the direct transfer of plan assets to the Trust, or to   transfer Plan assets, as a party to any such agreement. This         (2) Code §411(d)(6)(D) Transfer. A Code §411(d)(6)(D)  authority includes Nonelective Transfers described in Section    Transfer means a Transfer under Code §411(d)(6)(D) between  11.06(D) and Elective Transfers described in Section 11.06(E).   Defined Contribution Plans, and which a Participant or                                                                   Beneficiary elects following required statutory notice. Under  (B)  Code §414(l) Requirements. The Trustee may not consent      this Section 11.06(E)(2), the Account need not be distributable  to, or be a party to, any merger or consolidation with another   at the time of Transfer and Protected Benefits specifically  plan, or to a transfer of assets or liabilities to another plan (or relating to distribution methods do not carry over to the  from the other plan to this Plan), unless immediately after the  transferee plan, except under Section 6.04 if applicable.  merger, consolidation or transfer, the surviving plan provides     each Participant a benefit equal to or greater in amount than the    (3) Acquisition or employment change Transfer. An  benefit each Participant would have received had the             acquisition or employment change Transfer means a Transfer  transferring plan terminated immediately before the merger,      under Treas. Reg. §1.411(d)-4 Q/A-3(b), between such Defined  consolidation, or transfer; provided that 100% immediate         Contribution Plans as described therein, and which a Participant  vesting is not required upon merger, consolidation or transfer,  elects. Under this Section 11.06(E)(3), the Account need not be  except if an Elective Transfer is made under Section             distributable at the time of Transfer and Protected Benefits do  11.06(E)(3).                                                     not carry over to the transferee plan, except under Section 6.04                                                                   if applicable.  (C)  Administration of Transferred Amount. The Trustee will        hold, administer and distribute the transferred assets as a part of  (4) Distributable event Transfer. A distributable event  the Trust Fund and the Trustee must maintain a separate          Transfer means a Transfer under Treas. Reg. §1.411(d)-4  Employer Contribution Account for the benefit of the Employee    Q/A-3(c), between Code §401(a) plans, and which a Participant  on whose behalf the Trustee accepted the Transfer in order to    elects. Under this Section 11.06(E)(4), the Account must be  reflect the value of the transferred assets and as necessary to  distributable at the time of Transfer, but not entirely as a  preserve Protected Benefits.                                     Lump-Sum which is an Eligible Rollover Distribution. Protected                                                                   Benefits do not carry over to the transferee plan.  (D)  Nonelective Transfers. The Trustee, at the direction of the   Plan Administrator, may enter into an agreement with the trustee (F) Pre-Participation Transfers. The Trustee, at the direction  of any other plan described in Section 11.06(A) to transfer as a of the Plan Administrator, under this Section 11.06 may accept a  Nonelective Transfer all or a portion of the Account(s) of one or Transfer of plan assets on behalf of an Employee prior to the  more Participants to the other plan, or to receive Nonelective   date the Employee satisfies the Plan's eligibility conditions or  Transfers into the Plan. In the event of a Nonelective Transfer, prior to reaching the Entry Date. If the Trustee accepts such a  the trustee of the transferee plan must preserve all Protected   direct Transfer of plan assets, the Plan Administrator and the  Benefits under the transferor plan, unless the trustee or other  Trustee must treat the Employee as a limited Participant as  appropriate party takes proper action to eliminate any of such   described in Section 3.08(C).  Protected Benefits.                                                    © 2014 Great-West Trust Company, LLC or its suppliers                                                             99  





 






                                                                                      Defined Contribution Prototype Plan                                                          ARTICLE XII                                               MULTIPLE EMPLOYER PLAN        12.01 ELECTION/OVERRIDING EFFECT. This Article                   (1) Client Organization ("CO"). Each Participating  XII does not apply unless the Employer establishes the Plan as a Employer (other than the PEO) is a Client Organization as that  Multiple Employer Plan described in Code §413(c) under a         term is used in Rev. Proc. 2002-21.  Nonstandardized Adoption Agreement or under a Volume               Submitter Adoption Agreement, notwithstanding Sections               (2) Worksite Employee. A Worksite Employee means a  12.01(A) or (B), below. If this Article XII does apply, then the person on the PEO's payroll who receives amounts from the  rules of Code §413(c) and the related Treasury Regulations       PEO for providing services to a CO pursuant to a service  (which are incorporated by reference) will apply to the adopting agreement between the PEO and the CO. For all purposes of this  Employer and each Participating Employer. The provisions of      Plan, a Worksite Employee will be deemed to be the Employee  Article XII, if in effect, supersede any contrary provisions in the of the CO for whom the Worksite Employee performs services,  Plan or the Employer's Adoption Agreement.                       and not an Employee of the PEO.                                                                     (A)  Election. If the Employer elects in its Adoption Agreement     12.03 PARTICIPATING EMPLOYER ELECTIONS. In its  that the Plan is a Multiple Employer Plan, then the provisions of Adoption Agreement, the Lead Employer will specify: (A)  this Article XII will apply as of the Effective Date the Employer whether a Participating Employer may modify any of the  elects in its Adoption Agreement.                                Adoption Agreement elections; (B) which elections the                                                                   Participating Employer may modify; and (C) any restrictions on  (B)  Automatic Effect. If a Related Employer is a Participating  the modifications. Any such modification will apply only to the  Employer, and thereafter ceases to be a Related Employer (but is Employees of that Participating Employer. The Participating  still a Participating Employer), then the provisions of this Article Employer will make any such modification by election on its  XII will apply thereafter until the Plan is no longer maintained Participation Agreement to the Lead Employer's Adoption  by a Participating Employer which is not a Related Employer.     Agreement. To the extent that the Adoption Agreement does not                                                                   permit modification of an election, any attempt by a      12.02 DEFINITIONS. The following definitions apply to        Participating Employer to modify the election has no effect on  this Article XII and supersede any conflicting definition in the the Plan and the Participating Employer is bound by the  Plan.                                                            Adoption Agreement terms as completed by the Lead Employer.                                                                     (A)  Employee. Employee means any common law employee,              12.04 HCE STATUS. The Plan Administrator will  Self-Employed Individual, Leased Employee or other person the    determine HCE status under Section 1.22(E) separately with  Code treats as an employee of a Participating Employer for       respect to each Participating Employer.  purposes of the Participating Employer's qualified plan. The       Employer in its Adoption Agreement or in a Participation             12.05 TESTING.  Agreement may designate any Employee, or class or group of         Employees, as an Excluded Employee under Section 1.22(D).        (A) Separate Status. The Plan Administrator will perform the                                                                   tests listed in this Section 12.05(A) separately for each  (B)  Lead Employer. The Lead Employer means the Signatory        Participating Employer, with respect to the Employees of that  Employer to the Adoption Agreement Execution Page, and does      Participating Employer. For this purpose, the Employees of a  not include any Related Employer or Participating Employer       Participating Employer, and their allocations and Accounts, will  except as described in the next sentence. The Lead Employer      be treated as though they were in a separate plan. Any Plan  will be a Participating Employer only if the Lead Employer       correction under Section 7.08 will only affect the Employees of  executes a Participation Agreement to the Adoption Agreement.    the Participating Employer. The tests subject to this separate  The Lead Employer has the same meaning as the Signatory          treatment are:  Employer for purposes of making Plan amendments and other          purposes as described in Section 1.24(A) regardless of whether       (1) ADP. The ADP test in Section 4.10(B).  the Lead Employer is also a Participating Employer under this      Article XII. As to the right of a Lead Employer to terminate the     (2) ACP. The ACP test in Section 4.10(C).  participation of a Participating Employer, see Section 12.11.                                                                           (3) Nondiscrimination. Nondiscrimination testing as  (C)  Participating Employer. A "Participating Employer" is a     described in Code §401(a)(4), the applicable Treasury  trade or business which, with the consent of the Lead Employer,  regulations, and Sections 4.06 and 4.07.  executes a Participation Agreement to the Adoption Agreement.      A Participating Employer is an Employer for all purposes of the      (4) Coverage. Coverage testing as described in Code  Plan except as provided in Section 1.24. A Participating         §410(b), the applicable Treasury regulations, and Sections  Employer may, but need not be a Related Employer.                3.06(F) and 4.06.                                                                     (D)  Professional Employer Organization (PEO). A                 (B) Transition Year. This Section 12.05(B) applies if as a  Professional Employer Organization (PEO) means an                result of a transaction or similar event a Participating Employer  organization described in Rev. Proc. 2002-21. Plan references to ceases to be a Related Employer in the middle of a Plan Year. In  Rev. Proc. 2002-21 also include any successor thereto. If the    such a situation the Plan Administrator may perform the tests  Lead Employer is a PEO, the term PEO is synonymous with the      described in Section 12.05(A) (1) as though the Plan Year  Lead Employer. If the Lead Employer is a PEO, then:              consisted of two Plan Years, before and after the transaction; or                                                                   (2) on the basis of a single Plan Year, taking all for each     © 2014 Great-West Trust Company, LLC or its suppliers                                                             100  





 






                                                                                      Defined Contribution Prototype Plan    Participating Employer the Employees of Related Employers            (4) HCE determination. The determination of an  before the transaction, and disregarding Employees who are not   Employee's status as an HCE.  Employees of Related Employers after the transaction.                                                                               (B) Joint Status. For all Plan purposes other than those  (C)  Joint Status. The Plan Administrator will perform the       described in Section 12.07(A), including but not limited to  following tests for the Plan as whole, without regard to an      determining the Annual Additions Limit in Section 4.05(B),  Employee's employment by a particular Participating Employer:    Compensation includes all Compensation paid by or for any                                                                   Participating Employer or Related Employer.       (1) Annual Additions Limit. Applying the Annual               Additions Limit in Section 4.05(B).                                 12.08 SERVICE. An Employee's Service includes all                                                                   Hours of Service and Years of Service with any and all       (2) Elective Deferral Limit. Applying the Elective          Participating Employers and their Related Employers. An  Deferral Limit in Section 4.10(A).                               Employee who terminates employment with one Participating                                                                   Employer and immediately commences employment with       (3) Catch-Up Limit. Applying the limit on Catch-Up          another Participating Employer has not incurred a Separation  Deferrals in Section 3.02(D).                                    from Service or a Severance from Employment.                                                                         12.06 TOP-HEAVY. The Plan will apply the provisions of          12.09 REQUIRED MINIMUM DISTRIBUTIONS. If a  Article X separately to each Participating Employer. The Plan    Participant is a more than 5% Owner (under Code §416(i) and  will be considered separate plans for each Participating         Section 6.02(E)(7)(a)) of any Participating Employer for which  Employer and its Employees for purposes of determining           the Participant is an Employee in the Plan Year that ends in the  whether such a separate plan is top-heavy or is entitled to the  calendar year in which the Participant attains age 70 1/2, then  exemption described in Section 10.05. For purposes of applying   the Participant's RBD under Section 6.02(E)(7) will be the April  Article X to a Participating Employer, the Participating         1 following the close of the calendar year in which the  Employer and any business which is a Related Employer to that    Participant attains age 70 1/2.  Participating Employer are the "Employer." For purposes of         Article X, the terms "Key Employee" and "Non-Key Employee"          12.10 COOPERATION AND INDEMNIFICATION.  will refer only to the Employees of that Participating Employer    and/or its Related Employers. If such a Participating Employer's (A) Cooperation. Each Participating Employer agrees to  separate Plan is top-heavy, then:                                timely provide to the Plan Administrator upon request all                                                                   information the Plan Administrator deems necessary. Each  (A)  Highest Contribution Rate. The Plan Administrator will      Participating Employer will cooperate fully with the Plan  determine the Highest Contribution Rate under Section 10.06(E)   Administrator, the Lead Employer, and with Plan fiduciaries and  by reference to the Key Employees and their allocations in the   other proper Plan representatives in maintaining the qualified  separate plan of that Participating Employer;                    status of the Plan. Such cooperation will include payment of                                                                   such amounts into the Plan, to be allocated to Employees of the  (B)  Top-Heavy Minimum Allocation. The Plan Administrator        Participating Employer, which are reasonably required to  will determine the amount of any required Top-Heavy Minimum      maintain the tax-qualified status of the Plan.  Allocation under Section 10.06(L) separately for that separate     plan; and                                                        (B) Indemnity. Each Participating Employer will indemnify                                                                   and hold harmless the Plan Administrator, the Lead Employer,  (C)  Plan Which Will Satisfy. The Participating Employer will    the Plan, the Trustee, other Plan fiduciaries, other Participating  make any additional contributions Section 10.03 requires.        Employers, Participants and Beneficiaries, and as applicable,                                                                   their subsidiaries, officers, directors, shareholders, employees,      12.07 COMPENSATION.                                          and agents, and their respective successors and assigns, against                                                                   any cause of action, loss, liability, damage, cost, or expense of  (A)  Separate Determination. For the following purposes,         any nature whatsoever (including, but not limited to, attorney's  described in this Section 12.07(A), the Plan Administrator will  fees and costs, whether or not suit is brought, as well as all IRS  determine separately a Participant's Compensation for each       or DOL Plan disqualification, fiduciary breach or other  Participating Employer. Under this determination, except as      sanctions, compliance fees or penalties) arising out of or relating  provided below, Compensation from a Participating Employer       to: (1) the Participating Employer's noncompliance with any of  includes Compensation paid by a Related Employer of that         the Plan's terms or requirements; or (2) the Participating  Participating Employer.                                          Employer's intentional or negligent act or omission with regard                                                                   to the Plan, including the failure to provide accurate, timely       (1) Nondiscrimination and coverage. All of the separate     information requested by the Plan Administrator.  tests listed in Section 12.05(A).                                                                                                       12.11 INVOLUNTARY TERMINATION. Unless the       (2) Top-Heavy. Application of the top-heavy rules in        Lead Employer provides otherwise in Appendix B, the Lead  Article X.                                                       Employer may terminate the participation of any Participating                                                                   Employer (hereafter, "Terminated Employer") in this Plan. If the       (3) Allocations. Application of allocations under Article   Lead Employer acts under this Section 12.11, the following will  III. However, the Employer's Adoption Agreement elections        occur:  control the extent to which Compensation for this purpose          includes Compensation of Related Employers.                      (A) Notice. The Lead Employer will give the Terminated                                                                   Employer a notice of the Lead Employer's intent to terminate the     © 2014 Great-West Trust Company, LLC or its suppliers                                                             101  





 






                                                                                      Defined Contribution Prototype Plan    Terminated Employer's status as a Participating Employer of the  termination, unless the Terminated Employer has elected the  Plan. The Lead Employer will provide such notice not less than   transfer alternative under Section 12.11(C).  30 days prior to the Effective Date of termination unless the      Lead Employer determines that the interests of Plan Participants (E) Consent. By its execution of the Participation Agreement,  requires earlier termination.                                    the Terminated Employer specifically consents to the provisions                                                                   of this Article XII, and in particular, this Section 12.11 and  (B)  Spin-off. The Lead Employer will establish a new Defined    agrees to perform its responsibilities with regard to the Spin-off  Contribution Plan, using the provisions of this Plan with any    Plan, if necessary.  modifications contained in the Terminated Employer's               Participation Agreement, as a guide to establish a new Defined      12.12 VOLUNTARY TERMINATION. A Participating  Contribution Plan (the "Spin-off Plan"). The Lead Employer       Employer (hereafter "Withdrawing Employer") may voluntarily  will direct the Trustee to transfer (in accordance with the rules withdraw from participation in the Plan at any time. If and when  of Code §414(l) and the provisions of Section 11.06) the         a Withdrawing Employer wishes to withdraw, the following will  Accounts of the Employees of the Terminated Employer to the      occur:  Spin-off Plan. The Terminated Employer will be the Employer,       Plan Administrator, and Sponsor of the Spin-off Plan. The        (A) Notice. The Withdrawing Employer will inform the Lead  Trustee of the Spin-off Plan will be the person or entity        Employer and the Plan Administrator of its intention to  designated by the Terminated Employer, or, in the absence of     withdraw from the Plan. The Withdrawing Employer must give  any such designation, the Terminated Employer itself. If state   the notice not less than 30 days prior to the Effective Date of its  law prohibits the Terminated Employer from serving as Trustee,   withdrawal.  the Trustee is the president of a corporate Terminated Employer,   the managing partner of a partnership Terminated Employer, the   (B) Procedure. The Withdrawing Employer and the Lead  managing member of a limited liability company Terminated        Employer will agree upon procedures for the orderly withdrawal  Employer, the sole proprietor of a proprietorship Terminated     of the Withdrawing Employer from the Plan. Such procedures,  Employer, or in the case of any other entity type, such other    as they relate to the Accounts of the Employees of the  person with title and responsibilities similar to the foregoing. Withdrawing Employer, may include any alternative described  Notwithstanding the preceding sentence, the Lead Employer        in Sections 12.11(B) and (C).  may designate a financial institution as Trustee if the Lead       Employer, in its sole discretion, deems it necessary to protect the (C) Costs. The Withdrawing Employer will bear all reasonable  interests of the Participants. The Lead Employer may charge the  costs associated with withdrawal and transfer under this Section  Terminated Employer or the Accounts of the Employees of the      12.12.  Terminated Employer with the reasonable expenses of                establishing the Spin-off Plan.                                  (D) Participants. The Employees of the Withdrawing                                                                   Employer will cease to be eligible to accrue additional benefits  (C)  Transfer. The Terminated Employer, in lieu of the Lead      under the Plan as to Compensation paid by the Withdrawing  Employer's creation of the Spin-off Plan under Section           Employer, as of the Effective Date of withdrawal. To the extent  12.11(B), may elect a transfer under this Section 12.11(C) to    that such Employees have accrued but unpaid contributions as of  effect the termination of its status as a Participating Employer. such Effective Date, the Withdrawing Employer will contribute  To elect this alternative, the Terminated Employer must give     such amounts to the Plan or the Spin-off Plan promptly after the  notice to the Lead Employer of its choice, and must supply any   Effective Date of withdrawal, unless the Accounts are  documentation which the Lead Employer reasonably may             transferred to a qualified plan the Withdrawing Employer  require as soon as is practical and before the Effective Date of maintains.  termination. If the Lead Employer has not received such notice  and any required documentation within ten (10) days prior to the  stated date of termination, the Lead Employer may proceed with  the Spin-off Plan under Section 12.11(B). The Lead Employer  will direct the Trustee to transfer (in accordance with the rules  of Code §414(l) and the provisions of Section 11.06) the  Accounts of the Employees of the Terminated Employer to a  qualified plan the Terminated Employer maintains. The  Terminated Employer must deliver to the Lead Employer in  writing such identifying and other relevant information  regarding the transferee plan and must provide such assurances  as the Lead Employer may reasonably require that the transferee  plan is a qualified plan.    (D)  Participants. The Employees of the Terminated Employer  will cease to be eligible to accrue additional benefits under the  Plan with respect to Compensation paid by the Terminated  Employer, as of the Effective Date of the termination. To the  extent that these Employees have accrued but unpaid  contributions as of such Effective Date, the Terminated  Employer will pay such amounts to the Plan or to the Spin-off  Plan no later than 30 days after the Effective Date of     © 2014 Great-West Trust Company, LLC or its suppliers                                                             102