ADOPTION
AGREEMENT #001  


NON-STANDARDIZED
401(K)/PROFIT SHARING PLAN


 


The
undersigned adopting employer hereby adopts this Plan and its related Trust. The Plan and Trust are intended to qualify as a tax-exempt
profit-sharing plan and trust under Code sections 401(a) and 501(a), respectively, and the cash-or-deferred arrangement forming
part of the Plan is intended to qualify under Code section 401(k). The Plan shall consist of this Adoption Agreement, its related
Basic Plan Document and any related Appendix and Addendum to the Adoption Agreement. Unless otherwise indicated, all Section references
are to Sections in the Basic Plan Document.


 


COMPANY
INFORMATION


 


	1.	Name of adopting employer (Plan Sponsor):
    BioMimetic Therapeutics, Inc.
	2.	Address 389-A Nichol Mill Lane
	3.	City: Franklin 4. State:Tennessee
    5. Zip:37067-8204
	6.	Phone number: 615 236-4425 7.
Fax number: 615 236-4487
	8.	Plan Sponsor EIN: 62-1786244
	9.	Plan Sponsor fiscal year end: December 31st
	10a.	Plan Sponsor entity type:


  


	 	i.	S	C Corporation
	 	ii.	£	S Corporation
	 	iii.	£	 Non Profit Organization
	 	iv.	£	 Partnership
	 	v.	£	 Limited Liability Company
	 	vi.	£	 Limited Liability Partnership
	 	vii.	£	 Sole Proprietorship
	 	viii.	£	 Union
	 	ix.	£	 Government Agency
	 	x.	£	 Other:	 	 	(must be a legal entity recognized under the
    Code)


  


	10b.	If 10a.viii (Union) is selected, enter
    name of the representative of the parties who established or maintain the Plan:_____________
	11.	State of organization of Plan Sponsor:Tennessee
	12a.	The Plan Sponsor is a member of an affiliated service group:
	 	£ 
    Yes  S No
	12b.	If 12a is "Yes", list all members of the group
    (other than the Plan Sponsor): ____________
	13a.	The Plan Sponsor is a member of a controlled group:
	 	£ 
     Yes  S No
	13b.	If 13a is "Yes", list all members of the group
    (other than the Plan Sponsor):_____________


 


	PLAN INFORMATION


 


	A.	GENERAL
    INFORMATION.
	 	 
	1.	Plan Number:	001
	2.	Plan name:	a.	BioMimetic
    Therapeutics Inc. 401(k) Profit Sharing Plan & Trust
	 	 	b.	___________


 


	3.	Effective Date:
	3a.	Original effective date of Plan: January 1, 2004
	 	NOTE: The date specified in A.3a for a new plan
    may not be earlier than the first day of the Plan Year during which the Plan is adopted by the Plan Sponsor.
	3b.	Is this a restatement of a previously-adopted plan:
	 	S Yes
    £ 
    No
	3c.	If A.3b is "Yes", effective date of Plan restatement:
    January 1, 2009.
	 	NOTE: If A.3b is "No", the Effective
    Date of the terms of this document shall be the date specified in A.3a, otherwise the date specified in A.3c;
    provided, however, that when a provision of the Plan states another effective date, such stated specific effective date shall
    apply as to that provision. The date specified in A.3c for an amended and restated plan (including the initial EGTRRA
    restatement) may not be earlier than the first day of the Plan Year during which the amended and restated Plan is adopted
    by the Plan Sponsor.
	4a.	Plan Year means each 12-consecutive month period ending on December
    31st(e.g. December 31). 

NOTE: If C.60a. is "Yes" (the Plan is intended to be a SIMPLE 401(k)
    Plan, the Plan Year must be the calendar year.
	4b.	The Plan has a short Plan Year:
	 	£ Yes
      S  No
	4c.	If A.4b is "Yes", the short Plan Year begins_____________
    and ends ______________.


 









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	5.	Limitation Year means:


 


	 	i.	S	Plan Year
	 	ii.	£	calendar year
	 	iii.	£	tax year of the Plan Sponsor


 


	6a.	The Plan is frozen as to eligibility and benefits
	 	£ Yes
    S
    No
	6b.	If A.6a is "Yes", enter the date the Plan was
    frozen ____________.
	 	NOTE: If A.6a is "Yes", no Eligible Employee
    shall become a Participant, no Participant shall be eligible to further participate in the Plan and no contributions shall
    accrue as of the date specified in A.6b.


 


Plan
Features


 


	 	NOTE: If the Plan is a profit sharing
    plan only, check A.10 through A.12 "No" and A.13 "Yes".
	10a.	Elective Deferrals. Elective Deferrals are permitted (Section
    4.01) (If "No", questions regarding Elective Deferrals, Voluntary Contributions, Matching Contributions and 401(k)
    safe harbor contributions are disregarded and no Elective Deferrals, Voluntary Contributions, Matching Contributions or 401(k)
    safe harbor contributions shall be permitted - A.10b, A.11 and A.12 shall be deemed to be "No".):
	 	S
    Yes £ No
	10b.	If A.10a is "Yes", the Final 401(k) Regulations
    issued on December 29, 2004 shall be effective for Plan Years
	 	beginning on or after: January 1, 2006.
	 	NOTE: The effective date may not be earlier than January
    1, 2005.
	10c.	If A.10a is "Yes", Roth Elective Deferrals are
    permitted:
	 	S
    Yes £ No
	10d.	If A.10a is "Yes" and A.10c is "Yes",
    enter the effective date for Roth Elective Deferrals: April 1, 2009.
	 	NOTE: The effective date may not be earlier than January
    1, 2006.
	11.	Voluntary Contributions. Voluntary (after-tax) Contributions
    are permitted (Section 4.01) (If "No", questions
	 	regarding Voluntary Contributions are disregarded.):
	 	i.    £ Yes
	 	ii.   S 
    No
	 	iii.  £  Formerly
    Allowed
	12.	Matching Contributions. Matching Contributions are permitted
    (Section 4.02) (If "No", questions regarding Matching Contributions are disregarded.):
	 	S Yes £
    No
	13.	Profit Sharing Contributions. Profit Sharing Contributions
    are permitted. (Section 4.03) (If "No", questions regarding Profit Sharing Contributions are disregarded.):
	 	S
    Yes £
    No
	14a.	The effective date of all of the Plan features specified in A.10a,
    A.11, A.12 and A.13 is on or before the Effective Date specified in A.3:
	 	S Yes
     £ No
	14b.	If A.14a is "No", specify the special effective
    date(s) which occur after the Effective Date specified in A.3:
	 	___________.
	 	NOTE: Unless a later date is specified in A.14b,
    Elective Deferrals shall be effective as of the date of the execution of an amendment/restatement that first provides for
    Elective Deferrals.
	14c.	If a previous plan amendment eliminated one of more of the features
    specified in A.10a, A.11, A.12 and A.13, specify any provisions that apply to the eliminated Plan
    features: _______________.
	 	NOTE: For example, if the Plan previously allowed Elective
    Deferrals, A.14c could be used to specify that Elective Deferrals may be withdrawn upon attainment of a specified age
    as provided in F.20 - F.23.


 


Compensation


 


	15a.	Definition of Compensation:
	 	i.	£
    W-2. Wages within the meaning of Code section 3401(a) and all other payments of compensation to an Employee by the
    Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a
    written statement under Code sections 6041(d), 6051(a)(3), and 6052.
	 	ii.	S
    Withholding. Wages within the meaning of Code section 3401(a) for the purposes of income tax withholding at the source.
	 	iii.	£
    415 Safe Harbor. Only those items specified in Treas. Reg. section 1.415-2(d)(2)(i) and excluding all of those items
    listed in Treas. Reg. section 1.415-2(d)(3).





	15b.	For purposes of allocating Matching Contributions
    and Nonelective Contributions, Compensation is determined over the period specified below ending with or within the Plan Year:
	 	S Plan
    Year £
    calendar year £
    Plan Sponsor Fiscal Year £
    Limitation Year


 







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	 	NOTE: Must be
    "Plan Year" if A.20a (exclude compensation before entry) is "Yes". If "Plan Year" is
    not selected, for Employees whose date of hire is less than 12 months before the end of the 12-month period designated, Compensation
    will be determined over the Plan Year.
	 	NOTE: If the Plan is intended to be a safe harbor 401(k)
    plan (C.1a is not "No"), only Plan Year or calendar year may be selected.
	16a.	Include Post Severance Compensation in definition of Compensation:
	 	S
    Yes £
    No
	 	NOTE: This election will also apply for purposes of Testing
    Compensation.
	16b.	If A.16a is "Yes", Post Severance Compensation
    is included for the following purposes:
	 	i.    S Elective Deferrals and Voluntary
    Contributions.
	 	ii.   S Matching Contributions.
	 	iii.  S Nonelective Contributions.
	16c.	If A.16a is "Yes", effective date of inclusion
    of Post Severance Compensation shall be Limitation Years beginning on or after: January 1, 2008 (must be no
    earlier than 2005).
	17a.	Determine Compensation using Post Year End Compensation:
	 	£ Yes
    S
    No
	 	NOTE: If "Yes" is selected, amounts earned during
    the current year and paid during the first few weeks of the next year will be included in current year Compensation. This
    election will also apply for purposes of Testing Compensation.
	17b.	If A.17a is "Yes", effective date of inclusion
    of Post Year End Compensation shall be Limitation Years beginning on or after: _____________ (must be no earlier than 2005).
	18a.	Include deferrals in definition of Compensation:
	 	S
    Yes £
    No
	 	Unless "No" is checked, Compensation shall also include
    any amount which is contributed by the Company pursuant to a salary reduction agreement and which is not includable in the
    gross income of the Employee under Code sections 125, 402(e)(3), 402(h), 403(b), 132(f) or 457.
	18b.	If A.18a is "Yes", deferrals are included for
    the following purposes:
	 	i.      S Matching Contributions.
	 	Ii.     S Nonelective
    Contributions.
	 	NOTE: Deferrals listed in A.18a are always included
    in the definition of Compensation for purposes of Elective Deferrals and Voluntary Contributions.
	19.	Include deemed Code section 125 compensation in definition of
    Compensation:
	 	S
    Yes £ No


 


Compensation
Exclusions


 


	20a.	Exclude pay earned before participation in
    Plan from definition of Compensation:
	 	S  Yes
    £
    No
	 	Unless "No" is checked, Compensation shall include
    only that compensation which is actually paid to the Participant by the Company during that part of the Plan Year the Participant
    is eligible to participate in the Plan. Otherwise, Compensation shall include that compensation which is actually paid to
    the Participant by the Company during the Plan Year.
	20b.	The exclusion listed in A.20a applies for the following
    purposes:
	 	i.     S Matching
    Contributions.
	 	ii.    S Nonelective
    Contributions.
	21a.	Exclude certain fringe benefits from definition of Compensation:
	 	S
    Yes £ No
	 	If "Yes" is checked, Compensation shall exclude all
    of the following items (even if includable in gross income): reimbursements or other expense allowances, fringe benefits (cash
    and noncash), moving expenses, deferred compensation, and welfare benefits.
	21b.	The exclusion listed in A.21a applies for the following
    purposes:
	 	i.    S Elective
    Deferrals and Voluntary Contributions.
	 	ii.   S Matching
    Contributions.
	 	iii.  S
    Nonelective     Contributions.
	22a.	Exclude other pay from definition of Compensation for the following
    Participants:
	 	i.    S None
	 	ii.   £
    Highly     Compensated Employees only
	 	iii.  £
    All     Participants
	 	NOTE: If A.22a.iii (All Participants) is selected,
    the definition of Compensation will not be a safe harbor definition within the meaning of Treas. Reg. 1.414(s)-1(c) and A.22a.iii
    may not be selected if the Plan uses an integrated formula.


 







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	22b.	If A.22a.ii or iii is selected,
    describe other pay excluded from definition of Compensation and indicate for what purposes (e.g., Elective Deferrals, Matching,
    etc.) the Compensation is excluded: ___________.
	 	NOTE: The pay specified above must be objectively determinable
    and may not be specified in a manner that is subject to Company discretion.
	 	NOTE: If the Plan is intended to be a safe harbor 401(k)
    plan (C.1a is not "No"), the Compensation used to allocate the safe harbor contributions must be safe harbor
    compensation within the meaning of Treas. Reg. 1.401(k)-3(b)(2).


 


Testing
Compensation


 


	23.	Definition of Testing Compensation:


 


	 	i.	£
    W-2. Wages within the meaning of Code section 3401(a)
    and all other payments of compensation to an Employee by the Employer (in the course of the Employer's trade or business)
    for which the Employer is required to furnish the Employee a written statement under Code sections 6041(d), 6051(a)(3), and
    6052.
	 	ii.	S
    Withholding. Wages within the meaning of Code section
    3401(a) for the purposes of income tax withholding at the source.
	 	iii.	£ 415
    Safe Harbor. Only those items specified in Treas. Reg. section 1.415-2(d)(2)(i) and excluding all of those items listed
    in Treas. Reg. section 1.415-2(d)(3).


 


	 	NOTE: See A.16 and A.17
    to determine if Testing Compensation will include Post Severance Compensation and/or be determined using Post Year End Compensation.
	24.	Include deemed Code section 125 compensation in definition of
    Testing Compensation:
	 	S  Yes
     £ 
    No


 


	Highly Compensated Employee


 


	25.	Use top-paid group election in determining
    Highly Compensated Employees:
	 	S  Yes
      £  No
	26.	Use calendar year beginning with or within the preceding Plan
    Year in determining Highly Compensated Employees:
	 	S  Yes   £ No


 


Other
Definitions


 


	27.	Definition of Disability:


 


	 	i.	£ The
    Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
    impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period
    of not less than 12 months. The permanence and degree of such impairment shall be supported by medical evidence.
	 	ii.	£
    The     determination by the Social Security Administration that the Participant is eligible to receive
    disability
	 	 	benefits under the Social Security Act.
	 	iii.	£
    The Participant suffers from a physical or mental impairment that results in his inability to engage in any
	 	 	occupation comparable to that in which the Participant was engaged
    at the time of his disability. The permanence
	 	 	and degree of such impairment shall be supported by medical evidence.
	 	iv.	S
    The     Participant is eligible to receive benefits under a Company-sponsored disability plan.
	 	v.	£
    The     Participant is mentally or physically disabled under a written non-discriminatory policy.


 


	28.	Name of state or commonwealth for choice of
    law (Section 14.05): Indiana


 


	B.	ELIGIBILITY.


 


Exclusions


 


	 	The term "Eligible Employee" shall
    not include (Check items B.1a - B.4a as appropriate):
	1a.	S Union.
    Any Employee who is included in a unit of Employees covered
    by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining, and if the collective
    bargaining agreement does not provide for participation in this Plan.
	1b.	The exclusion listed in B.1a for union employees applies
    for the following purposes:
	 	i.     S Elective Deferrals and
    Voluntary Contributions.
	 	ii.    S Matching
Contributions.
	 	iii.   S 
    Profit Sharing Contributions.
	2a.	 S Any Leased Employee
    (as defined in Article 2).
	2b.	The exclusion listed in B.2a for Leased Employees applies
    for the following purposes:
	 	i.     S  Elective Deferrals and
    Voluntary Contributions.
	 	ii.    S  Matching Contributions.
	 	iii.   S  Profit Sharing Contributions.


 







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	3a.	S Non-Resident
    Alien. Any Employee who is a non-resident alien who received no earned income (within the meaning of Code section 911(d)(2))
    which constitutes income from services performed within the United States (within the meaning of Code section 861(a)(3)).
	3b.	The exclusion listed in B.3a for non-resident aliens applies
    for the following purposes:
	 	i.    S Elective Deferrals and Voluntary
    Contributions.
	 	ii.   S Matching Contributions.
	 	iii.  S Profit Sharing Contributions.
	4a.	£
    Other. Other Employees described in B.4b.
	4b.	If B.4a is selected, describe other excluded Employees
    from definition of Eligible Employee and indicate for what purposes (e.g., Elective Deferrals, Matching, etc.) the Employees
    are excluded: _____________.
	 	NOTE: See Section 3.06(a) for rules regarding excluded
    employees.
	5.	Opt-Out. An Employee may not irrevocably elect not to
    participate in the Plan: All prior irrevocable elections shall remain in effect after the date of adoption of the Plan.


 


Other
Employer Service


 


	6a.	Count a maximum of five years service with
    employers other than the Employer for eligibility purposes:
	 	£
    Yes S
    No
	6b.	If B.6a is "Yes", list other employers and indicate
    for what purposes (e.g., Elective Deferrals, Matching, etc.) the service applies: ___________


 


Break
in Service


 


	7a.	Rule of parity. If an Employee does
    not have any nonforfeitable right to the Account balance derived from Employer contributions, exclude eligibility service
    before a period of five (5) consecutive One-Year Breaks in Service/Periods of Severance.
	 	S Yes £ No
	7b.	One-year holdout. (Applies for purposes of eligibility
    to receive Matching Contributions and Profit Sharing Contributions only). If an Employee has a One-Year Break in Service/Period
    of Severance, exclude eligibility service before such period until the Employee has completed a Year of Eligibility Service
    after returning to employment with the Employer.
	 	£ Yes
    S 
    No


 


Special
Participation Date


 


	8a.	Allow immediate participation for all Eligible
    Employees employed on the date specified in B.8b:
	 	£ Yes
    S No
	8b.	If B.8a is "Yes", all Eligible Employees employed
    on ____________shall become eligible to participate in the Plan as of______________.
	8c.	If B.8a is "Yes", does the Plan provide any
    conditions or limitations on immediate participation:
	 	£ 
    Yes £
    No
	8d.	If B.8a is "Yes" and B.8c is "Yes",
    describe the conditions or limitations and indicate for what purposes (e.g., Elective Deferrals, Matching, etc.) the conditions
    or limitations apply: _____________.


 


Eligibility
Service Computation Rules


 


	 	NOTE: The responses to B.9 are
    used only to the extent that the Plan determines eligibility service by the hour of service method.
	9a.	Eligibility Computation Period switch to Plan Year:
	 	£ Yes £ No
	9b.	Select hours equivalency for eligibility purposes:
	 	i.     £ None
	 	An Employee shall be credited with the following service with
    the Employer:
	 	ii.   £ 10 Hours of Service for
    each day or partial day
	 	iii.  £ 45 Hours of Service for each
    week or partial week
	 	iv.   £ 95 Hours of Service for
    each semi-monthly payroll period or partial semi-monthly payroll period
	 	v.    £ 190 Hours of Service
    for each month or partial month
	9c.	If B.9b.i is not selected, the hours equivalency selected
    in B.9b shall apply to:
	 	i.      £ All Employees
	 	ii.     £ Only Employees
    not paid on a per-hour basis.


 







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Elective
Deferrals/Voluntary Contributions


 


	 	An Eligible Employee shall be eligible to
    make Elective Deferrals/Voluntary Contributions (if permitted pursuant to A.10/A.11) at the time specified in B.13
    upon meeting the requirements of B.10 through B.12 (Section 3.01):
	10.	Minimum age requirement for Elective Deferrals/Voluntary Contributions:
    21 (21 maximum - leave blank or enter "0" if none)
	11a.	Minimum service requirement for Elective Deferrals/Voluntary
    Contributions:


  


	 	i.	£ None
	 	ii.	£
    Completion of One Year of Eligibility Service (See B.11c for hours of service required for a year of service if the
    Plan does not use the Elapsed Time method in B.11b)
	 	iii.	£
    Completion of _____________ Hours of Service (not more than 1,000) in a _________ month period (Not to exceed 12.)
	 	iv.	£Completion
    of ______________ Hours of Service (not to exceed 1,000) within a twelve month period.
	 	v.	S
    Completion of three (3) Months of service (not to exceed 12 months–elapsed time only).


 


	 	NOTE: If B.11a.iii - B.11a.v
    is selected, the service requirement under B.11a shall be deemed met no later than the end of an Eligibility Computation
    Period during which the Eligible Employee completes 1,000 Hours of Service; provided, that the individual is an Eligible Employee
    on the applicable entry date. Service taken into account for purposes of B.11a shall be determined under the terms
    and conditions as is specified for determining a Year of Eligibility Service.
	 	NOTE: If B.11a.iv is selected, the service requirement
    under B.11a shall be deemed met at the time the specified number of Hours of Service are completed.
	11b.	Eligibility service computation method for Elective Deferrals.
    (Unless B.11b.ii (Elapsed Time) is selected, the Plan will use the Hours of Service method for determining eligibility
    service for Elective Deferrals:
	 	i.    £ Hours of Service
	 	ii.   S Elapsed Time
	11c.	If B.11a.ii is selected and if B.11b is
    "Hours     of Service", enter the number of Hours of Service necessary for Year of Eligibility
    Service for purposes of Elective Deferrals: ______________     (Not more than 1,000. If left blank, the Plan will use
    1,000 Hours of Service.)
	12a.	In addition to the foregoing, the Plan provides for additional
    requirements for eligibility to make Elective Deferrals/Voluntary Contributions:
	 	£ Yes S 
No
	12b.	If B.12a is "Yes", describe any other eligibility
    requirements: _______________.
	 	NOTE: See Section 3.06 for rules regarding eligibility
    requirements.
	13a.	Frequency of entry dates for Elective Deferrals/Voluntary Contributions:


 


	 	i.	S An Eligible Employee shall become a Participant
    eligible to make Elective Deferrals/Voluntary Contributions immediately upon meeting the requirements of B.10 through
    B.12.
	 	ii.	£ first day of each calendar month
	 	iii.	£ first
    day of each plan quarter
	 	iv.	£ first
    day of the first month and seventh month of the Plan Year
	 	v.	£ first
    day of the Plan Year
	 	 vi.	£ the dates specified in B.13c.


 


	13b.	If B.13a.i and B.13a.vi (immediate
    entry/dates specified in B.13c) are not selected, an Eligible Employee shall become a Participant eligible to make Elective Deferrals/Voluntary Contributions
    on the entry date selected in B.13a that is:
	 	i.    £  coincident
    with or next following
	 	ii.   £  
next following 
	 	the date the requirements of B.10 through B.12
    are met.
	13c.	If B.13a.vi (dates specified in B.13c) is selected,
    describe the other entry dates: ________________.
	 	NOTE: See Section 3.06(b) for rules regarding entry dates.


 


Matching
Contributions


 


	 	An Eligible Employee shall be eligible to
    receive an allocation of Matching Contributions (if permitted pursuant to  A.12) at the time specified in B.23 upon meeting
    the requirements of B.20 through B.22 (Section 3.02):
	20.	Minimum age requirement for Matching Contributions: 21
 (21 maximum - leave blank or enter "0" if none)
	21a.	Minimum service requirement for Matching Contributions (Cannot
    exceed 1 year, unless the Plan provides a nonforfeitable right to 100% of the Participant's Matching Contribution Account
    balance after not more than 2 years of service, in which case up to 2 years is permitted):


 





	 	i.	£ None
	 	ii.	£ Completion of _________ Year(s) of Eligibility Service (Not
    to exceed 2. See B.21c for hours of service required for a year of service if the Plan does not use the Elapsed Time
    method in B.21b)
	 	iii.	£ Completion of __________ Hours of Service (not more than 1,000)
    in a________ month period (Not to exceed 12.)
	 	iv.	£ Completion of_____________ Hours of Service (not to exceed
    1,000) within a twelve month period.




 







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	 	v. 	x Completion of three (3) Months of service (not to exceed 24
months—elapsed time only).
	 	NOTE: If 1-1/2 Years of Eligibility Service is selected, an Eligible Employee shall be deemed to earn 1/2 Year of Eligibility Service on the date that is six months after the end of the Eligibility Computation Period during which he earns his first Year of Eligibility Service; provided, that the individual is an Eligible Employee on the applicable entry date. Other fractional years may not be used.
	 	NOTE: If B.21a.iii - B.21a.v is selected, the service requirement under B.21a shall be deemed met no later than the end of an Eligibility Computation Period during which the Eligible Employee completes 1,000 Hours of Service; provided, that the individual is an Eligible Employee on the applicable entry date. Service taken into account for purposes of B.21a shall be determined under the terms and conditions as is specified for determining a Year of Eligibility Service.
	 	NOTE: If B.21a.iv is selected, the service requirement under B.21a shall be deemed met at the time the specified number of Hours of Service are completed.
	21b.	Eligibility service computation method for Matching Contributions. (Unless B.21b.ii (Elapsed Time) is selected, the Plan will use the Hours of Service method for determining eligibility service for Matching Contributions:
	 	i. 	 ̈ Hours of Service
	 	ii. 	x Elapsed Time
	21c.	If B.21a.ii is selected and if B.21b is "Hours of Service", enter the number of Hours of Service necessary for Year of Eligibility Service for purposes of Matching Contributions: ____________ (Not more than 1,000. If left blank, the Plan will use 1,000 Hours of Service.)
	22a.	In addition to the foregoing, the Plan provides for additional requirements for eligibility to receive allocations of Matching Contributions:
	 	 ̈ Yes x No
	22b.	If B.22a is "Yes", describe any other eligibility requirements: ___________.
	 	NOTE: See Section 3.06 for rules regarding eligibility requirements.
	23a.	Frequency of entry dates for Matching Contributions:
	 	i. 	x An Eligible Employee shall become a Participant eligible to receive an allocation
of Matching Contributions immediately upon meeting the requirements of B.20 through B.22.
	 	ii. 	 ̈ first day of each calendar month
	 	iii. 	 ̈ first day of each plan quarter
	 	iv.	  ̈ first day of the first month and seventh month of the Plan Year
	 	v. 	 ̈ first day of the Plan Year
	 	vi. 	 ̈ the dates specified in B.23c.
	23b.	If B.23a.i and B.23a.vi (immediate entry/dates specified in B.23c) are not selected, an Eligible Employee shall become a Participant eligible to receive an allocation of Matching Contributions on the entry date selected in B.23a that is:
	 	i.	  ̈ coincident with or next following
	 	ii. 	 ̈ next following
	 	iii. 	 ̈ coincident with or immediately preceding
	 	iv. 	 ̈ immediately preceding
	 	v. 	 ̈ nearest to the date the requirements
of B.20 through B.22 are met.
	23c.	If B.23a.vi (dates specified in B.23c) is selected, describe the other entry dates: ____________.
	 	NOTE: See Section 3.06(b) for rules regarding entry dates.
	 	NOTE: If C.1a.ii is selected (safe harbor match), the conditions specified in A.20 - A.23 may not be less favorable than those specified in A.10 - A.13 except to the extent that Section 5.03(g) applies.


 


Profit Sharing Contributions


 


	 	An Eligible Employee shall be eligible to receive an allocation of Profit Sharing Contributions (if permitted pursuant to A.13) at the time specified in B.33 upon meeting the requirements of B.30 through B.32 (Section 3.03(a)):
	30.	Minimum age requirement for Profit Sharing Contributions: 21 (21 maximum - leave blank or enter
    "0" if none)
	31a.	Minimum service requirement for Profit Sharing Contributions (Cannot exceed 1 year, unless the Plan provides a nonforfeitable right to 100% of the Participant's Profit Sharing Contribution Account balance after not more than 2 years of service, in which case up to 2 years is permitted.):
	 	i. 	 ̈ None
	 	ii. 	 ̈ Completion of ______Year(s) of Eligibility Service (Not to exceed 2. See B.31c
for hours of service required for a year of service if the Plan does not use the Elapsed Time method in B.31b)
	 	iii.	  ̈ Completion ____________ of Hours of Service (not more than
    1,000) in a ______ month     period (Not to exceed 12.)
	 	iv. 	 ̈ Completion ____________ of Hours of Service (not to exceed
    1,000) within a twelve month period.
	 	v. 	x Completion of three (3) Months of service (not to exceed
    24 months—elapsed time only).
	 	NOTE: If 1-1/2 Years of Eligibility Service is selected, an Eligible Employee shall be deemed to earn 1/2 Year of Eligibility Service on the date that is six months after the end of the Eligibility Computation Period during which he earns his first Year of Eligibility Service; provided, that the individual is an Eligible Employee on the applicable entry date. Other fractional years may not be used.


 







    	7



    	 



    

 


	 	NOTE: If B.31a.iii - B.31a.v is selected, the service requirement under B.31a shall be deemed met no later than the end of an Eligibility Computation Period during which the Eligible Employee completes 1,000 Hours of Service; provided, that the individual is an Eligible Employee on the applicable entry date. Service taken into account for purposes of B.31a shall be determined under the terms and conditions as is specified for determining a Year of Eligibility Service.
	 	NOTE: If B.31a.iv is selected, the service requirement under B.31a shall be deemed met at the time the specified number of Hours of Service are completed.
	31b.	Eligibility service computation method for Profit Sharing Contributions. (Unless B.31b.ii (Elapsed Time) is selected, the Plan will use the Hours of Service method for determining eligibility service for Profit Sharing Contributions:
	 	i. 	 ̈ Hours of Service
	 	ii. 	x Elapsed Time
	31c.	If B.31a.ii is selected and if B.31b is "Hours of Service", enter the number of
    Hours     of Service necessary for Year of Eligibility Service for purposes of Profit Sharing Contributions: ____________
    (Not more than     1,000. If left blank, the Plan will use 1,000 Hours of Service.)
	32a.	In addition to the foregoing, the Plan provides for additional requirements for eligibility to receive allocations of Profit Sharing Contributions:
	 	 ̈ Yes x No
	32b.	If B.32a is "Yes", Describe any other eligibility requirements: ____________.
	 	NOTE: See Section 3.06 for rules regarding eligibility requirements.
	33a.	Frequency of entry dates for Profit Sharing Contributions:
	 	i. 	x An Eligible Employee shall become a Participant eligible to receive an allocation
of Profit Sharing Contributions immediately upon meeting the requirements of B.30 through B.32.
	 	ii. 	 ̈ first day of each calendar month
	 	iii. 	 ̈ first day of each plan quarter
	 	iv. 	 ̈ first day of the first month and seventh month of the Plan Year
	 	v. 	 ̈ first day of the Plan Year
	 	vi.	  ̈ the dates specified in B.33c.
	33b.	If B.33a.i and B.33a.vi (immediate entry/dates specified in B.33c) are not selected, an Eligible Employee shall become a Participant eligible to receive an allocation of Profit Sharing Contributions on the entry date selected in B.33a that is:
	 	i. 	 ̈ coincident with or next following
	 	ii. 	 ̈ next following
	 	iii. 	 ̈ coincident with or immediately preceding
	 	iv. 	 ̈ immediately preceding
	 	v. 	 ̈ nearest to the date the requirements
of B.30 through B.32 are met.
	33c.	If B.33a.vi (dates specified in B.33c) is selected, describe the other entry dates: ____________.
	 	NOTE: See Section 3.06(b) for rules regarding entry dates.
	 	 
	C.	CONTRIBUTIONS
	 	 
	ADP/ACP Safe Harbor
	 	 
	1a.	If A.10 is "Yes" (Elective Deferrals are permitted), is this a safe-harbor plan exempt from most testing:
	 	i. 	x No
	 	ii. 	 ̈ Yes - safe harbor match (See C.20 through C.24 and C.26a-d)
	 	iii. 	 ̈ Yes - minimum 3% nonelective contribution pursuant to Section 4.04(a)(1)
	 	iv.	  ̈ Yes - minimum 3% nonelective contribution pursuant to Section 4.04(a)(2)
but only if the Plan Sponsor amends the Plan and provides a supplemental notice.
	 	v. 	 ̈ Yes - to another plan
	 	NOTE: If C.1a.ii (safe harbor match) is selected, the fixed contributions described in C.26a-d are 100% vested and, if inservice withdrawals are permitted pursuant to Section F, may not be withdrawn before age 59-1/2.
	 	NOTE: If C.1a.iv (3% with amendment) is selected and the Plan is not amended for an applicable Plan Year, the Plan will not be subject to any of the conditions and/or limitations that apply to safe harbor 401(k) plans.
	1b.	If C.1a.i is not selected, indicate the safe harbors the Plan is intended to satisfy:
	 	i. 	 ̈ ADP (Code section 401(k)(12)) and ACP (Code section 401(m)(11))
	 	ii. 	 ̈ ADP (Code section 401(k)(12)) only
	 	NOTE: If C.1b.ii (ADP only) is selected, the Plan will not be subject to any of the conditions and/or limitations that apply to the ACP safe harbor of Code section 401(m)(11).
	2.	If C.1a.i is not selected, enter effective date of safe harbor provisions: ____________ (The effective
    date must comply with applicable IRS guidance.)


 







    	8



    	 



    

 


	 	NOTE: A safe harbor Plan Year must be twelve months long or at least three months long if it is the first Plan Year of a newly established plan. If a cash or deferred arrangement is added to an existing plan, the cash or deferred arrangement (and safe harbor features) must be effective no later than three months prior to the end of the Plan Year.
	3.	If C.1a.v (to another plan) is selected, name of other plan to which safe harbor contributions are made: ____________.
	 	NOTE: The other plan must use the same Plan Year as the Plan.
	4a.	If C.1a.iii or C.1a.iv (3% nonelective) is selected, safe harbor nonelective contributions will be made on behalf of:
	 	i.	  ̈ All Participants
	 	ii.	  ̈ Participants who are Nonhighly Compensated Employees
	 	iii.	  ̈ Participants who are Non-Key Employees
	 	iv. 	 ̈ Participants who have met the greatest minimum age and service conditions
permitted under Code section 410(a)(1)(A) before the first day of the seventh month of the Plan Year.
	4b.	If C.1a.iii or C.1a.iv (3% nonelective) is selected and C.4a.i (all Participants) is selected, require service for Highly Compensated Employees to receive safe harbor nonelective contribution:
	 	 ̈ Yes  ̈ No
	4c.	
        If C.1a.iii or C.1a.iv (3% nonelective) is selected,
        C.4a.i (all Participants) is selected and C.4b is "Yes", Hours of

        Service required in the applicable Plan Year for Highly Compensated
        Employees to receive safe harbor nonelective

        contribution: ____________ (Not more than 1,000. If left
        blank, the Plan         will use 1,000 Hours of Service.)

	4d.	If C.1a.iii or C.1a.iv (3% nonelective) is selected and C.4a.i (all Participants) is selected, require employment on the last day of Plan Year for Highly Compensated Employees to receive safe harbor nonelective contribution:
	 	 ̈ Yes  ̈ No


 


Elective Deferrals


 


	 	NOTE: If A.10 is "Yes" (Elective Deferrals are permitted), an Eligible Employee who has met the requirements of B.10 through B.13 shall be eligible to make Elective Deferrals to the Plan as follows (Section 4.01):
	5a.	Minimum Elective Deferral contribution:                         % of Compensation (leave blank or enter
    "0" if none)
	5b.	Maximum Elective Deferral contribution: one hundred percent (100%) of Compensation. (Not more
    than 100%. If left blank, the maximum will be 100%)
	5c.	Indicate whether the Plan provides for a reduced maximum Elective Deferral contribution for Highly Compensated Employees:
	 	 ̈ Yes x No
	5d.	If C.5c is "Yes", enter the reduced maximum Elective Deferral contribution: ____________ of
    Compensation. (Not more than the entry in C.5b.)
	6a.	When may Participants modify/start/stop elections regarding Elective Deferrals/Voluntary Contributions:
	 	i.	  ̈ Each pay period
	 	ii.	  ̈ Monthly
	 	iii.	 x Quarterly
	 	iv.	  ̈ Semi Annual
	 	v. 	 ̈ Annual
	 	vi. 	 ̈ Pursuant to Plan Administrator procedures (At least once each calendar
year)
	6b.	May Participants stop election to contribute at any time:
	 	x Yes  ̈ No
	7a.	Should Plan provide for automatic enrollment: (Section 4.01(g))
	 	i. 	 ̈ No
	 	ii.	 x Yes - Static percentage
	 	iii. 	 ̈ Yes - Increasing percentage
	7b.	If C.7a.ii or C.7a.iii selected, enter the initial amount of the automatic enrollment (as a
    percentage of pay): 4% four percent .
	7c.	If C.7a.iii is selected, the amount specified in C.7b shall increase in the following manner: ____________.
	 	NOTE: For example, if the automatic enrollment amount is 3% for the first year and increases by 1% per
    year for five years, insert "3%" in C.7b and "increase by 1% in the second through sixth year to a maximum of 8%" in C.7c.
	8a.	EGTRRA Catch-up Contributions. Allow Participants to make Catch-up Contributions (Section 5.01(d)):
	 	x Yes  ̈ No
	8b.	If C.8a is "Yes", the election shall apply with respect to contributions on or after January
    1, 2004. (Enter January 1, 2002 or a later date).
	8c.	If C.8a is "Yes", include a Participant's Catch-up Contributions in the definition of Matched Employee Contributions:
	 	i. 	x Yes - Catch-up Contributions specified in C.8a shall be included in
the definition of Matched Employee
	 	Contributions.
	 	ii. 	 ̈ No - Catch-up Contributions specified in C.8a shall be excluded
from the definition of Matched Employee
	 	Contributions.
	 	NOTE: May not be "No" if C.1a.i is not selected (the Plan is a safe harbor plan).


 










    	9



    	 



    









Testing
Elections


 








	9a.	Average Deferral Percentage of Nonhighly Compensated Employees are determined using:
	 	i. 	x Current year - no exceptions
	 	ii. 	 ̈ Current year - with exceptions for certain years (See C.9b)
	 	iii. 	 ̈ Prior year - no exceptions
	 	iv. 	 ̈ Prior year - with exceptions for certain years (See C.9b)
	 	NOTE: If C.1a.i is not selected (the Plan is a 401(k) safe harbor plan), then the current year must be used for those Plan Years during which the Plan is subject to the 401(k) safe harbor requirements.
	9b.	If C.9a.ii or C.9a.iv (with exceptions) is selected, enter years for which exceptions apply: ____________.
	 	NOTE: The years entered may not be earlier than the Effective Date.
	9c.	If prior year testing is selected in C.9a for the first year the Plan is a 401(k) plan, designate Nonhighly Compensated Employee percentage for first Plan Year:
	 	i. 	 ̈ 3%
	 	ii. 	 ̈ Current year percentages
	10a.	Average Contribution Percentage of Nonhighly Compensated Employees are determined using:
	 	i. 	x Current year - no exceptions
	 	ii. 	 ̈ Current year - with exceptions for certain years (See C.10b)
	 	iii. 	 ̈ Prior year - no exceptions
	 	iv.	  ̈ Prior year - with exceptions for certain years (See C.10b)
	 	NOTE: If C.1a.i is not selected (the Plan is a 401(k) safe harbor plan) and if C.1b.i is selected (Plan is intended to satisfy the ACP safe harbor), then the current year must be used for those Plan Years during which the Plan is subject to the 401(k) safe harbor requirements.
	10b.	If C.10a.ii or C.10a.iv (with exceptions) is selected, enter years for which exceptions apply: ____________.
	 	NOTE: The years entered may not be earlier than the Effective Date.
	10c.	If prior year testing is selected in C.10a for the first year the Plan is a 401(k) plan, designate Nonhighly Compensated Employee percentage for first Plan Year:
	 	i.	  ̈ 3%
	 	ii. 	 ̈ Current year percentages
	 	NOTE: The Plan may use different testing methods under C.9 and C.10 provided the Plan doesn't permit (1) recharacterization of excess contributions, (2) Elective Deferrals to be used in the ACP test under Section 5.02(b) or (3) Qualified Matching Contributions to be used in the ADP test under Section 5.02(a).


 


	Voluntary Contributions


 


	 	NOTE: If A.11 is "Yes" (Voluntary Contributions are permitted), an Eligible Employee who has met the requirements of B.10 through B.13 shall be eligible to make Voluntary Contributions to the Plan as follows (Section 4.01):
	11.	Minimum Voluntary Contribution: ____________ of Compensation (leave blank or enter "0" if
    none)
	12.	Maximum Voluntary Contribution: ____________ of Compensation. (Not more than 100%. If left blank, the maximum
    will be 100%)
	13.	Maximum of total combined Elective Deferral/Voluntary Contribution: ____________ of Compensation. (Not more
    than 100%. If left blank, the maximum will be 100%)
	14.	Include a Participant's Voluntary Contributions in the definition of Matched Employee Contributions:
	 	i. 	 ̈ Yes - Voluntary Contributions shall be included in the definition of
Matched Employee Contributions.
	 	ii.	  ̈ No - Voluntary Contributions shall be excluded from the definition of
Matched Employee Contributions.


 


Matching - Service


 


	 	NOTE: If A.12 is "Yes" (Matching Contributions are permitted), an Eligible Employee who has met the requirements of B.20 through B.23 and who has satisfied the following requirements shall be eligible to receive an allocation of Matching Contributions during the applicable Plan Year.
	20.	A Participant will be eligible to receive an allocation of Matching Contributions if he or she is employed by the Company
    on the last day of Plan Year or completes more than ____________ (Not more than 500. If left blank, the Plan will use 500)
    Hours of Service in the applicable Plan Year:
	 	 ̈ 	Yes - C.21 shall not apply
	 	x	 No - Service and last day requirements shall be determined pursuant to C.21
	21a.	If C.20 is "No", require service for a Participant to receive an allocation of Matching Contributions:
	 	x Yes  ̈ No
	21b.	If C.20 is "No" and C.21a is "Yes", Hours of Service required in the applicable Plan
    Year for a Participant to receive an allocation of Matching Contributions: 1000 (Not more than 1,000. If left
    blank, the Plan will use 1,000 Hours of Service.)


 







    	10



    	 



    

 


		21c.	If C.20 is "No", require employment by the Company on the last day of Plan Year
for a Participant to receive an allocation of Matching Contributions:



x
Yes  ̈ No


		22a.	If C.20 is "Yes" or C.21a is "Yes", select equivalency for purposes of C.20/C.21b:



		i.	x None.



An Employee shall be credited with
the following service with the Employer:


		ii.	 ̈ 10 Hours of Service for each day or partial day



		iii.	 ̈ 45 Hours of Service for each week or partial week



		iv.	 ̈ 95 Hours of Service for each semi-monthly payroll period or partial
semi-monthly payroll period



		v.	 ̈ 190 Hours of Service for each month or partial month



		22b.	If C.20 is "Yes" or C.21a is "Yes", and if C.22a.i is not selected, the hours equivalency
selected in C.22a shall apply to:



		i.	 ̈ All Employees



		ii.	 ̈ Only Employees not paid on a per-hour basis.



		23a.	Modify Hour of Service requirement and last day requirement in accordance with C.23b for
a Participant who Terminates employment with the Employer during the Plan Year due to:



		i.	x death.



		ii.	x Disability.



		iii.	x attainment of Normal Retirement Age.



		23b.	Any Hour of Service requirement and last day requirement shall be modified upon the occurrence of
the events described in C.23a as follows:



		i.	x Waive both the Hour of Service requirement and last day requirement in
C.20/C.21.



		ii.	 ̈ Waive the Hour of Service requirement in C.20/C.21 only



		iii.	 ̈ Waive last day requirement in C.20/C.21 only



		23c.	Indicate whether any modifications shall be made to the requirements specified in C.20 - C.23b:



 ̈
Yes x No


		23d.	If C.23c is "Yes", indicate the modifications to be made to the requirements specified in C.20 - C.23b:
                       .



		24.	Method to fix Matching Contribution Code section 410(b) ratio percentage coverage failures (Section 4.02(d)):



		i.	 ̈ Do not automatically fix



		ii.	x Add just enough Participants to meet the coverage requirements



		iii.	 ̈ Add all non-excludable Participants



NOTE: If the Plan
is intended to be a safe harbor 401(k) plan by use of a safe harbor matching formula (C.1a.ii is selected)
or the plan is intended to satisfy the ACP safe harbor of Code section 401(m)(11) (C.1b.i is selected), no requirements
may be specified in C.20 - C.23 to receive an allocation of Matching Contributions.


 


Matching – Formula


 


		25.	Matching Contribution formula. The Company's Matching Contribution shall be allocated to eligible Participants who have met
the requirements of B.20 through B.23 and C.20 through C.24 as follows (Section 4.02):



		i.	x An amount and allocation formula as determined by the Board



		ii.	 ̈ Single rate



		iii.	 ̈ Two rates



		iv.	 ̈ Years of service



		v.	 ̈ Special schedule



NOTE: If C.1a.ii (safe harbor match)
is selected, C.25.ii, C.25.iii or C.25.v must be selected.


NOTE: The discretionary
formula in C.25.i and the special schedule C.25.v must meet the non-discrimination requirements
regarding benefits, right or features described in Treas. Reg. 1.401(a)(4)-4.


NOTE: Effective
as of the effective date of the Final 401(k) Regulations, a Matching Contribution of a Nonhighly Compensated
Employee will not be taken into account in satisfying the requirements of Section 5.02 to the extent it is a disproportionate contribution
within the meaning of Treas. Reg. section 1.401(m)-2(a)(5).


		26.	If C.25 is "Single rate" or "Two rates", the Company will contribute as a Matching Contribution
an amount equal to a.                        %
of the Participant's Matched Employee Contributions that are not in excess of b.                        %
of the Participant's Compensation;



PLUS (Only if C.25 is "Two rates")


c.                        %
of the amount of the Participant's Matched Employee Contributions that exceed the amount described in C.26b of the Participant's
Compensation but that do not exceed d.                        %
of the Participant's Compensation.


NOTE: If C.1a.ii
(safe harbor match) is selected then C.25 and C.26 must be completed so that C.26a is 100%, C.26b is
3%, C.26c is 50% and C.26d is 5% (or, if C.25.v is selected, the special schedule must contain the same minimum
formula). In addition, the Plan Sponsor may also elect a Matching Contribution formula where: (i) the aggregate amount
of Matching Contributions at each rate of Matched Employee Contributions is at least equal to the aggregate amount of Matching
Contributions which would have been made if the Matching Contributions were made under the formula described in the preceding sentence,
and (ii) the rate of Matching Contributions cannot increase as a Participant's Matched Employee Contributions increase.


 







    	11



    	 



    

 


	 	NOTE: If C.1a.ii (safe harbor match)
    is selected or if the Plan is intended to satisfy the ACP safe harbor of Code section 401(m)(11), no Highly Compensated Employee
    can receive a greater rate of Matching Contributions than a Nonhighly Compensated Employee at the same rate of Matched Employee
    Contributions.
	 	NOTE: If the Plan is intended to satisfy the
    ACP safe harbor of Code section 401(m)(11) ( C.1b.i is selected): (i) the rate of Matching Contributions cannot increase
    as a Participant's Matched Employee Contributions increase, (ii) Matching Contributions cannot be made on Matched Employee
    Contributions in excess of six percent (6%) of Compensation, and (iii) the amount of Matching Contributions subject to the
    Company's discretion shall not exceed four percent (4%) of Compensation.
	26e.	If C.25 is "Single rate" or "Two
    rates", in addition to the Matching Contributions specified in C.26a-d, the Plan shall
	 	make additional Matching Contributions:
	 	£ Yes.
    In accordance with the following formula:                        .
	 	£ No.
	26f.	If C.25 is "Single rate" or "Two
    rates", permit the Board to provide for discretionary Matching Contributions to be made in addition to the foregoing:
	 	£
    Yes     £
    No
	26g.	If C.25 is "Years of service", each
    Participant shall receive an allocation of Matching Contributions based upon the number of Years of service as specified below:
	 	i.	                       
    Years of service                        %
    of Matched Employee
	 	 	Contributions
	 	ii.	                       
    Years of service                        %
    of Matched Employee
	 	 	Contributions
	 	iii.	                       
    Years of service                        %
    of Matched Employee
	 	 	Contributions
	 	iv.	                       
    Years of service                        %
    of Matched Employee
	 	 	Contributions
	 	NOTE: Additional levels of Matching Contributions
    may be added in an Addendum to the Adoption Agreement. The addition of such Addendum shall not be considered a modification
    to the Adoption Agreement.
	26h.	If C.25 is "Years of service", indicate
    whether the formula in C.26g applies to all Matched Employee Contributions:
	 	i.	£ Yes
	 	ii.	£ No - Only Matched Employee Contributions
that are not in excess of                        %
of the Participant's Compensation shall be matched.
	26i.	If C.25 is "Years of service", in
    determining years of service in C.26g, the following service shall be used:
	 	i.	£ Years of Eligibility Service
	 	ii.	£ Years of Vesting Service
	26j.	If C.25 is "Years of service", please
enter the number of Hours of Service necessary to earn a year of service described in C.26i:                         .
	26k.	If C.25 is "Special schedule", Matching
    Contributions shall be made according to the schedule attached as an Addendum to the Adoption Agreement. The addition of such
    Addendum shall not be deemed to be a modification to the Adoption Agreement.


 


Matching - Maximum Allocation


 


	27a.	Plan limits Matching Contributions to a maximum amount/percentage
    in each Plan Year:
	 	i.	£ Yes - maximum percentage
of Compensation that applies to all Participants
	 	ii.	£ Yes - maximum percentage of Compensation
that applies to Highly Compensated Employees only
	 	iii.	£ Yes - maximum dollar amount that
applies to all Participants
	 	iv.	£ Yes - maximum dollar amount that
applies to Highly Compensated Employees only
	 	v.	S No
	 	NOTE: If C.1a.ii (Yes - safe harbor
    match) is selected, then C.27a will be deemed to be "No"
	27b.	If C.27a.v (No) is not selected, enter the
maximum percentage                        %
or dollar amount $                        . 


 


Matching – Allocations


 


	28a.	Matching Contributions are allocated to Participant
    Accounts at the following time(s):
	 	i.	S
End of Plan Year
	 	ii.	£
Semi-annually
	 	iii.	£
Quarterly
	 	iv.	£
Each calendar month
	 	v.	£
Each pay period
	 	vi.	£
At such times as may be determined by the Company


 







    	12



    	 



    

 


	 	NOTE: Any service requirements
    specified in C.20 through C.23 shall be applied pro rata to the period selected in this C.28. Any last
    day rule specified in C.20 through C.23 shall be applied as of the end of each period selected in this
    C.28.
	28b.	If C.27a.iii or C.27a.iv
    (Yes - maximum dollar amount) is selected and C.28a.i (End of Plan Year) is not selected, apply
    the dollar limit in C.27b:
	 	i.	£
On a Plan Year basis only
	 	ii.	£
Pro rata as of each period specified in C.28a.


 


Profit Sharing - Service


 


	 	NOTE: If A.13 is "Yes" (Profit Sharing Contributions are permitted), an Eligible Employee who has met the requirements of B.30 through B.33 and who has satisfied the following requirements shall be eligible to receive an allocation of Profit Sharing Contributions during the applicable Plan Year.
	30.	A Participant will be eligible to receive an
    allocation     of Profit Sharing Contributions if he or she is employed by the Company on the last day of Plan Year or
    completes more than     ___________ (Not more than 500. If left blank, the Plan will use 500) Hours of Service in the applicable
    Plan Year:
	 	£
Yes - C.31 shall not apply
	 	S
No - Service and last day requirements shall be determined pursuant to C.31
	31a.	If C.30 is "No", require service
    for a Participant to receive an allocation of Profit Sharing Contributions:
	 	S
Yes £
No
	31b.	If C.30 is "No" and C.31a is "Yes", Hours of Service required in the applicable
    Plan Year for a Participant to receive an allocation of Profit Sharing Contributions: 1000 (Not more than 1,000.
    If left blank, the Plan will use 1,000 Hours of Service.)
	31c.	If C.30 is "No", require employment by the Company on the last day of Plan Year for a Participant to receive an allocation of Profit Sharing Contributions:
	 	x Yes
    £ No
	32a.	If C.30 is "Yes" or C.31a
    is "Yes", select equivalency for purposes of C.30/C.31b:
	 	i.	
S None 
	 	An Employee shall be credited with the following
    service with the Employer:
	 	ii.	£
10 Hours of Service for each day or partial day
	 	iii.	£
45 Hours of Service for each week or partial week
	 	iv.	£
95 Hours of Service for each semi-monthly payroll period or partial semi-monthly payroll period
	 	v.	£
190 Hours of Service for each month or partial month
	32b.	If C.30 is "Yes" or C.31a is "Yes", and if C.32a.i is not selected, the hours equivalency selected in C.32a shall apply to:
	 	i.	£ All Employees
	 	ii.	£ Only Employees not paid on a per-hour
basis.
	33a.	Modify Hour of Service requirement
    and last day requirement in accordance with C.33b for a Participant who Terminates
    employment with the Employer during the Plan Year due to:
	 	i.	S death.
	 	ii.	S Disability.
	 	iii.	S attainment of Normal Retirement
Age.
	33b.	Any Hour of Service requirement and
    last day requirement shall be modified upon the occurrence of the events described in C.33a
    as follows:
	 	i.	S Waive both the Hour of Service
requirement and last day requirement in C.30/C.31.
	 	ii.	£ Waive the Hour of Service requirement
in C.30/C.31 only
	 	iii.	£ Waive last day requirement in
C.30/C.31 only
	33c.	Indicate whether any modifications shall be made
    to the requirements specified in C.30 - C.33b:
	 	£ Yes S
 No
	33d.	If C.33c is "Yes", indicate the
    modifications to be made to the requirements specified in C.30 - C.33b: _____________.
	 	(May not impose an Hour of Service requirement greater
    than 1,000.)
	34.	Method to fix Profit Sharing Contribution Code section
    410(b) ratio percentage coverage failures (Section 4.03(d)):
	 	i.	£ Do not automatically fix
	 	ii.	S Add just enough Participants to
meet the coverage requirements
	 	iii.	£ Add all non-excludable Participants


 


Profit Sharing – Formula


 


	35a.	Profit Sharing allocation formula. The Company's Profit Sharing Contribution shall be allocated to eligible Participants who have met the requirements of B.30 through B.33 and C.30 through C.34 as follows (Section 4.03):
	 	x i.
    Pro rata. In the ratio that each Participant's Compensation
    bears to the Compensation of all eligible Participants.


 







    	13



    	 



    

 


 ̈
ii. Integrated. Pursuant to either Paragraph (1) or (2) below:


(1)   For any Plan Year
the Plan is not required to provide top heavy minimum allocations pursuant to Article 11, Profit Sharing Contributions shall be
allocated as follows:


(A)          Profit-Sharing
Contributions first be allocated to each Participant's Profit Sharing Contribution Account in the ratio that the sum of such Participant's
total Compensation plus his Excess Compensation bears to the sum of all eligible Participants' total Compensation plus Excess Compensation,
but not to exceed the percentage amount described in C.36c of such sum; and


(B)          The
balance, if any, remaining after the allocation in subparagraph (A) shall then be allocated to each Participant's Profit Sharing
Contribution Account in the ratio that such Participant's total Compensation bears to all eligible Participants' total Compensation.


(2)   For any Plan Year the Plan is required
to provide top heavy minimum allocations pursuant to Article 11, Profit Sharing Contributions shall be allocated as follows:


(A)          Profit
Sharing Contributions shall first be allocated to each Participant's Profit Sharing Contribution Account in the ratio that each
Participant's total Compensation bears to all eligible Participants' total Compensation, but not in excess of 3% of each Participant's
Compensation.


(B)          The
balance, if any, remaining after the allocation in subparagraph (A) shall then be allocated to each Participant's Profit Sharing
Contribution Account in the ratio that each Participant's Excess Compensation bears to the Excess Compensation of all Participants,
but not in excess of 3% of each Participant's Excess Compensation.


(C)          The
balance, if any, remaining after the allocation in subparagraph (B) shall then be allocated to each Participant's Profit Sharing
Contribution Account in the ratio that the sum of each Participant's total Compensation and Excess Compensation bears to the sum
of all eligible Participants' total Compensation and Excess Compensation, but not in excess of the percentage amount described
in C.36c less 3%.


(D)          The
balance, if any, remaining after the allocation in subparagraph (C) shall be allocated to each Participant's Profit Sharing Contribution
Account in the ratio that each Participant's total Compensation bears to all Participants' total Compensation.


 ̈
iii. Points. In the ratio that such Participant's points bears to the points of all eligible Participants. Each Participant
shall receive to the extent provided in C.38a: (a) the points described in C.38d for each year of age he has attained
(as of his birthday during such Plan Year), (b) the points described in C.38c for each Plan Year, including the current
Plan Year, during which he was eligible to participate in the Plan after meeting the requirements of Article 3 (regardless of any
service or last day requirement in Article 4) applicable to Profit Sharing Contributions, and (c) the points described in C.38b
for each $100 of Compensation he has earned for such Plan Year. If after application of the foregoing, the average of the allocation
rates for eligible Highly Compensated Employees exceeds the average of the allocation rates for eligible Nonhighly Compensated
Employees, each eligible Nonhighly Compensated Employee who has earned any points during the Plan Year shall be awarded the same
minimum number of points (or fraction of a point) so that the average of the allocation rates for eligible Highly Compensated Employees
does not exceed the average of the allocation rates for eligible Nonhighly Compensated Employees.


NOTE: While the "Points" formula is a safe
harbor formula within the meaning of Treas. Reg. 1.401(a)(4)-2(b)(3), the Plan must be tested each year to ensure that the average
of the allocation rates for eligible Highly Compensated Employees does not exceed the average of the allocation rates for eligible
Nonhighly Compensated Employees.


 ̈
iv. Fixed Amount. In an amount equal to the total Profit Sharing Contribution divided by the number of Participants eligible
to share in such contribution.


 ̈
v. Age Weighted. The total Company contribution shall be allocated to each Participant such that the equivalent benefit accrual
rate for each Participant is identical. The equivalent benefit accrual rate is the annual annuity commencing at the Participant's
testing age, expressed as a percentage of the Participant's Compensation which is provided from the allocation of employer contributions
and forfeitures (if not used for Plan expenses) for the Plan Year, using standardized actuarial assumptions that satisfy Treas.
Reg. section 1.401(a)(4)-12. The Participant's testing age is the later of normal retirement age, or the Participant's current
age.


 ̈
vi. New Comparability - Defined Groups. Each Participant shall constitute a "separate allocation group" for purposes
of allocating contributions. The allocation shall be made as follows: First, the total amount of contributions is allocated among
the deemed aggregated allocation groups in portions determined by the Company. A deemed aggregated allocation group consists of
all of the separate allocation groups that have the same allocation rate. Second, within each deemed aggregated allocation group,
the allocated portion is allocated to each Participant in the ratio that such Participant's Compensation bears to the total Compensation
of all Participants in the group. An allocation rate is the amount of contributions allocated to a Participant for a year, expressed
as a percentage of Compensation. The amount allocated to one group need not bear any relationship to amounts allocated to any other
group.


NOTE: In the case of self-employed individuals (i.e.,
sole proprietorships or partnerships), the requirements of Treas. Reg. section 1.401(k)-1(a)(6) continue to apply, and the allocation
method should not be such that a cash or deferred election is created for a self-employed individual as a result of application
of the allocation method. No employee can be assigned to more than one deemed aggregated allocation group for a Plan Year.


NOTE: If C.35a.vi is selected, see Section 4.03(b)(1)
for 'failsafe' rules regarding the gateway test.


 ̈
vii. Davis Bacon. In an amount necessary to meet the Company's requirements under an applicable prevailing wage statute. The
formula for allocating Profit Sharing Contributions shall be specified in an Addendum to the Adoption Agreement. The addition of
such Addendum shall not be considered a modification to the Adoption Agreement.


 







    	14



    	 



    

 


	 	NOTE: This option C.35a.vii
    may be selected in addition to options under C.35a. If C.35a.vii is selected,
    the prevailing wage allocations will offset any other Profit Sharing Contribution allocations that would otherwise be made
    to a Participant.
	 	£ Yes
£
No
	 	£
viii. Collective Bargaining Agreement. In an amount necessary to meet the Company's requirements under an applicable collective
bargaining agreement.
	 	NOTE: This option C.35a.viii
    may be selected in addition to options under C.35a. If C.35a.viii is selected,
    the collective bargaining allocations will offset any other Profit Sharing Contribution allocations that would otherwise be
    made to a Participant.
	 	£
Yes £
No
	 	NOTE: Options C.35a.v-viii are not
    safe harbor formulas within the meaning of Treas. Reg. 1.401(a)(4)-2(b)(2).
	35b.	Profit Sharing Contributions are allocated to Participant
    Accounts at the following time(s):
	 	i.	S
End of Plan Year
	 	ii.	£
Semi-annually
	 	iii.	£
Quarterly
	 	iv.	£
Each calendar month
	 	v.	£
Each pay period
	 	NOTE: Any service requirements specified in
    C.30 through C.33 shall be applied pro rata to the period selected in this C.35b. Any last day rule specified
    in C.30 through C.33 shall be applied as of the end of each period selected in this C.35b.
	 	NOTE: Selection of C.35b.ii through
    C.35b.v may result in the Plan not meeting a Code section 401(a)(4) safe harbor allocation formula within the meaning
    of Treas. Reg. 1.401(a)(4)-2(b)(2).
	35c.	Profit Sharing Contributions shall be subject to
    a minimum amount:
	 	£
Yes as follows: ________.
	 	S
No
	35d.	Profit Sharing Contributions shall be subject to
    a maximum amount:
	 	£
Yes as follows: ________.
	 	S
No


 


Profit Sharing – Integration


 


	36a.	If C.35a.ii is selected (integrated contribution
    formula), integration level for determining Excess Compensation:
	 	i.	£
Taxable wage base (as defined under Section 230 of the Social Security Act) in effect on the first day of such Plan Year.
	 	ii.	£
80% of the taxable wage base (as defined under Section 230 of the Social Security Act) in effect on the first day of such Plan
Year; plus $1.00
	 	iii.	£
Fixed percentage of taxable wage base (as defined under Section 230 of the Social Security Act) in effect on the first day of
such Plan Year
	 	iv.	£
Fixed dollar amount
	36b.	If C.35a.ii (integrated contribution formula)
    is selected, and C.36a.iii (fixed percentage) or C.36a.iv (fixed dollar amount) is selected, enter amount (Not
    to exceed 100% or the amount of the taxable wage base (as defined under Section 230 of the Social Security Act) in effect
    on the first day of the Plan Year): % of taxable wage base, or $_______.
	36c.	If C.35a.ii (integrated contribution formula)
    is selected, enter amount of permitted disparity:
	 	£
5.7% £ 5.4%
£ 4.3%
	 	NOTE: If C.36a.i (taxable wage base)
    is not selected, the amount of permitted disparity will be determined in accordance with the following table:


 


	 	Integration Level	Permitted	 
	 	 	Disparity	 
	 	More than $0 but not more than 20% of the TWB	5.7%	 
	 	More than 20% of the TWB but not greater than 80% of the TWB	4.3%	 
	 	More than 80% of the TWB but less than 100% of the TWB	5.4%	 
	 	100% of the TWB	5.7%	 





	 	TWB = taxable wage base (as defined under Section 230 of the Social Security Act)	 


 


Profit Sharing - New Comparability


 


	37a.	If C.35a.vi is selected (Newat Comparability
    - Defined Groups), each Highly Compensated Employee shall be a separate
	 	group. The groups for Nonhighly Compensated Employees shall be
    determined as follows.
	 	£ Specified Groups.





	 	 ̈	Group One: ________.


 







    	15



    	 



    



 


	 	 ̈	Group Two:                         .
	 	 ̈	Group Three:                       .
	 	 ̈	Group Four:                       .
	 	 ̈	Group Five:
                            .





	 	NOTE: Additional groups may be specified in an Addendum to the Adoption Agreement. The addition of groups as an Addendum to the Adoption Agreement shall not be considered to be a modification to the Adoption Agreement; provided that the additional groups are described in substantially the same manner as specified in this C.37a.
	 	 ̈ Groups determined by the employer each year. The groups shall be determined on or before the due date of the Company's tax return for the year of allocation through written instructions from the Company to the Plan Administrator or Trustee.
	 	NOTE: The maximum allowable number of allocation rates is equal to the sum of the allowable number of allocation rates for eligible Nonhighly Compensated Employees (NHCEs) and the allowable number of allocation rates for eligible Highly Compensated Employees (HCEs). The allowable number of allocation rates for eligible HCEs is equal to the number of eligible HCEs, limited to 25. The allowable number of NHCE allocation rates is determined pursuant to the following table.


 


	 	Number of eligible NHCEs	Maximum number of groups
	 	1 to 2	One
	 	3 to 8	Two
	 	9 to 11	Three
	 	12 to 19	Four
	 	20 to 29	Five
	 	30 or more	Number of eligible NHCEs divided by five 

(rounded down), but not to exceed 25





	 	NOTE: The specific categories of Participants should be such that resulting allocations are provided in a definite predetermined formula that complies with Treas. Reg. section 1.401-1(b)(1)(ii). The grouping of eligible NHCEs must be done in a reasonable manner and should reflect a reasonable classification in accordance with Treas. Reg. section 1.410(b)-4(b). Also, standard interest rate and standard mortality table assumptions in accordance with Treas. Reg. section 1.401(a)(4)-12 must be used when testing the Plan for satisfaction of nondiscrimination requirements.
	37b.	If C.35a.vi is selected (New Comparability - Defined Groups), the plan shall use the following gateway test:
	 	i.	 ̈ Standard. Each eligible NHCE must have an allocation rate (defined above) that is not less than the lesser of 5%, or one-third of the allocation rate of the HCE with the highest allocation rate. Compensation used to determine allocations and accruals to determine the one-third allocation rate must satisfy Code section 414(s) and compensation to determine the 5% allocation must satisfy Code section 415(c)(3).
	 	ii.	 ̈ Other:                       .


 





	Profit Sharing - Points
	 
	38a.	If C.35a.iii is selected (points), points will be computed on basis of:
	 	i.	 ̈ Age, Service and Compensation
	 	ii.	 ̈ Age and Service
	 	iii.	 ̈ Age and Compensation
	 	iv.	 ̈ Service and Compensation
	 	v.	 ̈ Age Only
	 	vi.	 ̈ Service Only
	38b.	If C.35a.iii is selected and C.38a provides points for Compensation, points awarded for $100 of Compensation:
	 	                           
	38c.	If C.35a.iii is selected and C.38a provides points for Years of Service, points awarded for
    each year of participation:                           
	38d.	If C.35a.iii is selected and C.38a provides points for age, points awarded for each year of
    age:                           
	 	 
	Profit Sharing - Disability
	 	 
	39a.	Allocate Profit Sharing Contributions to Disabled Participants (Section 4.03(e)):
	 	 ̈ Yes x No
	39b.	If C.39a is "Yes", select the anniversary of Disability when allocations end (Allocations to a Disabled Participant end as of the earliest of: (i) the last day of the Plan Year in which occurs the anniversary of the start of the Participant's Disability specified in this C.39b, or (ii) such other time specified in Section 4.03(e).):
	 	 ̈ first    ̈ second    ̈ third    ̈ fourth    ̈ fifth    ̈ sixth     ̈ seventh    ̈ eighth    ̈ ninth    ̈ tenth







  







    	16



    	 



    

 


Qualified Nonelective Contributions


 


	40.	Qualified Nonelective Contributions will be made on behalf of (Section 4.04(b)):
	 	i.	 ̈ All Participants eligible to make Elective Deferrals
	 	ii.	x Participants eligible to make Elective Deferrals and who are Nonhighly Compensated Employees
	41a.	Require service to receive Qualified Nonelective Contribution:
	 	 ̈ Yes x No
	41b.	
        If C.41a is "Yes", Hours of Service
required in the applicable Plan Year to receive Qualified Nonelective Contribution:                      
(Not more than 1,000. If left blank, the Plan will use 1,000 Hours of Service.)

	42.	Require employment by the Company on the last day of Plan Year to receive Qualified Nonelective Contribution:
	 	 ̈ Yes x No
	43a.	Indicate whether any modifications shall be made to the requirements specified in C.40 - C.42:
	 	 ̈ Yes x No
	43b.	C.43a is "Yes", indicate the modifications to be made to the requirements specified in C.40 - C.42:                    . (May not impose an Hour of Service requirement greater than 1,000.)
	44.	The Company's Qualified Nonelective Contribution (in addition to any nonelective contribution made pursuant to C.1) shall be allocated:
	 	i.	x Pro rata. In the ratio that such Participant's Compensation bears to the Compensation of all eligible Participants.
	 	ii.	 ̈ Fixed Amount. In an amount equal to the total additional Qualified Nonelective Contribution divided by the number of Participants eligible to share in such contribution.
	 	iii.	 ̈ Davis Bacon. In an amount necessary to meet the Company's requirements under an applicable prevailing wage statute. The formula for allocating Qualified Nonelective Contributions shall be specified in an Addendum to the Adoption Agreement. The addition of such Addendum shall not be considered a modification to the Adoption Agreement.
	 	 	NOTE: This option C.44.iii may be selected in addition to options under C.44. 

If C.44.iii is selected, the prevailing wage allocations will offset any other Qualified Nonelective Contribution allocations that would otherwise be made to a Participant.
	 	 	 ̈ Yes  ̈ No
	 	iv.	 ̈ Bottom Up. In an amount described in Section 4.04(b) for Bottom Up QNECs.
	 	v.	 ̈ Other. Pursuant to the following formula:                      
	 	NOTE: Effective as of the effective date of the Final 401(k) Regulations, a Qualified Nonelective Contribution of a Nonhighly Compensated Employee will not be taken into account in satisfying the requirements of Section 5.02 to the extent it is a disproportionate contribution within the meaning of Treas. Reg. sections 1.401(k)-2(a)(6)(iv) and/or 1.401(m)-2(a)(6)(v).


 


Rollovers


 


	50.	Rollover Contributions are permitted (Section 4.05):
	 	i.	 ̈ No
	 	ii.	x Yes - All Eligible Employees may make a Rollover Contribution even if not yet a Participant in the Plan
	 	iii.	 ̈ Yes - Only active Participants may make a Rollover Contribution
	51a.	If C.50 is not "No", Rollover Contributions are permitted from:
	 	i.	x All qualified plans and tax favored vehicles allowed under Code section 402 (Section 4.05(b))
	 	ii.	 ̈ Only qualified plans under Code section 401(a) and conduit IRAs
	51b.	If C.50 is not "No" and C.51a.i is selected, enter the effective date: January 1, 2004 (must be after December 31, 2001)


 


SIMPLE 401(k)


 


	60a.	The Plan is intended to be a SIMPLE 401(k) Plan (Section 4.10):
	 	 ̈ Yes x No
	60b.	If C.60a is "Yes", amount of Compensation to be eligible for SIMPLE Plan (Cannot be greater than $5,000):                            


 


Deemed IRAs


 


	61a.	The Plan may accept voluntary contributions to deemed IRAs (Section 4.11):
	 	 ̈ Yes x No
	61b.	If C.61a is "Yes", enter effective date:                        
	 	NOTE: If C.61a is "Yes", see Section 4.11 for rules regarding deemed IRAs.


 




    	17



    	 



    

 


415 Corrections


 








	70.	Corrections to Code section 415 violations made first to another plan (Section 5.05):
	 	 ̈ Yes x No
	 	NOTE: If C.70 is "No", corrections shall be made first in this Plan.
	71.	Order of correction for section 415 violations:
	 	i.	 ̈ Forfeit Employer contributions first, then refund Elective Deferrals and Voluntary Contributions
	 	ii.	x Refund Elective Deferrals and Voluntary Contributions first, then forfeit Employer contributions
	72.	Method of correction of Employer contributions for section 415 violations:
	 	i.	x Reduce Company contributions in accordance with Section 5.05(e)(1)
	 	ii.	 ̈ Reallocate to other Participants in accordance with Section 5.05(e)(2)
	73.	If C.70 is "Yes", name of plan in which 415 corrections will be first made:                      
	 	 
	D.	Vesting












  





	Vesting Service Computation Rules:
	 	 
	1.	Vesting service computation method (Unless D.1.ii (Elapsed Time) is selected, the Plan will use the Hours of Service method for determining vesting service. If D.1.ii (Elapsed Time) is selected, questions D.2 through D.4 are disregarded.):
	 	i.	x Hours of Service
	 	ii.	 ̈ Elapsed Time
	2.	Number of Hours of Service necessary for a Year of Vesting Service: 1000 (Not more than 1,000. If left blank, the
	 	Plan will use 1,000 Hours of Service.)
	3a.	Select equivalency for vesting purposes:
	 	i.	x None.
	 	An Employee shall be credited with the following service with the Employer:







	 	ii.	 ̈ 10 Hours of Service for each day or partial day
	 	iii.	 ̈ 45 Hours of Service for each week or partial week
	 	iv.	 ̈ 95 Hours of Service for each semi-monthly payroll period or partial semi-monthly payroll period
	 	v.	 ̈ 190 Hours of Service for each month or partial month
	3b.	If D.3a.i is not selected, the hours equivalency selected in D.3a shall apply to:
	 	i.	 ̈ All Employees
	 	ii.	 ̈ Only Employees not paid on a per-hour basis.
	4a.	Vesting Computation Period:
	 	i.	 ̈ Calendar year
	 	ii.	 ̈ Plan Year
	 	iii.	x The twelve-consecutive month period commencing on the date the Employee first performs an Hour of
	 	        Service; each subsequent twelve-consecutive month period shall commence on the anniversary of such date.







	 	iv.	 ̈ Other
	4b.	If D.4a.iv (Other) is selected, describe the Vesting Computation Period:                .
	 	NOTE: Must be a twelve-consecutive month period.







 





	Other Employer Service
	 	 
	5a.	Count a maximum of five years service with employers other than the Employer for vesting purposes
	 	 ̈ Yes x No
	5b.	If D.5a is "Yes", list other employers:                       
	 	 
	Vesting Exceptions
	 	 
	6.	Provide for full vesting for a Participant who Terminates employment with the Employer due to death while an
	 	Employee (Section 6.02):
	 	x Yes  ̈ No
	7.	Provide for full vesting for a Participant who Terminates employment with the Employer due to Disability while an Employee (Section 6.02):
	 	x Yes  ̈ No
	 	 
	Vesting Exclusions
	 	 
	8a.	Exclude Years of Vesting Service earned before age 18:
	 	 ̈ Yes x No
	8b.	Exclude Years of Vesting Service earned before the Employer maintained this Plan or a predecessor plan:







 




    	18



    	 



    

 


	 	 ̈ Yes x No
	8c.	One-year holdout. If an Employee has a One-Year Break in Service/Period of Severance, exclude Years of Vesting Service earned before such period until the Employee has completed a Year of Vesting Service after returning to employment with the Employer.
	 	 ̈ Yes x No
	8d.	Rule of parity. If an Employee does not have any nonforfeitable right to the Account balance derived from Employer contributions, exclude Years of Vesting Service earned before a period of five (5) consecutive One-Year Breaks in Service/Periods of Severance.
	 	x Yes  ̈ No
	 	 
	Special Vesting Provisions
	 	 
	9a.	Provide for special vesting provisions:
	 	 ̈ Yes x No
	9b.	If D.9a is "Yes", describe special vesting provisions:                       .
	 	NOTE: Any special provisions must satisfy Code sections 401(a)(4) and 411.
	 	 
	Matching
	 	 
	10.	Matching Contribution Account. Vesting Schedule for Matching Contributions other than Matching Contributions described in D.12:
	 	 ̈ 100%  ̈ 2-6 Year Graded  ̈ 1-5 Year Graded  ̈ 1-4 Year Graded  ̈ 3 Year Cliff  ̈ 2 Year Cliff x
	 	Other
	11a.	Other Match Schedule - less than 1 year: 0
	11b.	Other Match Schedule - 1 year but less than 2 years: 25
	11c.	Other Match Schedule - 2 years but less than 3 years: 50
	11d.	Other Match Schedule - 3 years but less than 4 years: 100
	11e.	Other Match Schedule - 4 years but less than 5 years: 100
	11f.	Other Match Schedule - 5 years but less than 6 years: 100
	11g.	Other Match Schedule - 6 or more years: 100%.
	 	NOTE: If D.10 is "Other", then any vesting schedule described in D.11 must provide vesting at least as rapidly as the "3 Year Cliff" vesting schedule or the "2-6 Year Graded" vesting schedule.
	12.	Safe Harbor Matching Contributions. If D.10 is not 100%, the following Matching Contributions are 100% vested if the Plan provides for safe harbor Matching Contributions (C.1a.ii "Yes - safe harbor match" is selected):
	 	i.	 ̈ All fixed Matching Contributions described in C.26a-e. Any discretionary Matching Contributions shall be subject to the schedule described in D.10 and D.11.
	 	ii.	 ̈ Only Safe Harbor Matching Contributions described in C.26a-d. Any fixed Matching Contributions described in C.26e and discretionary Matching Contributions shall be subject to the schedule described in D.10 and D.11.
	 	 
	Profit Sharing
	 	 
	20.	Profit Sharing Contribution Account Vesting Schedule:
	 	 ̈ 100%  ̈ 3-7 Year Graded  ̈ 2-6 Year Graded  ̈ 1-5 Year Graded  ̈ 1-4 Year Graded  ̈ 5 Year Cliff  ̈ 3 Year Cliff  ̈ 2 Year Cliff x Other
	21a.	Other Profit Sharing Schedule - less than 1 year: 0
	21b.	Other Profit Sharing Schedule - 1 year but less than 2 years: 25
	21c.	Other Profit Sharing Schedule - 2 years but less than 3 years: 50
	21d.	Other Profit Sharing Schedule - 3 years but less than 4 years: 100
	21e.	Other Profit Sharing Schedule - 4 years but less than 5 years: 100
	21f.	Other Profit Sharing Schedule - 5 years but less than 6 years: 100
	21g.	Other Profit Sharing Schedule - 6 years but less than 7 years: 100
	21h.	Other Profit Sharing Schedule - 7 or more years: 100%.
	 	NOTE: If D.20 is "Other", then any vesting schedule described in D.21 must provide vesting at least as rapidly as the "5 Year Cliff" vesting schedule or the "3-7 Year Graded" vesting schedule.
	 	 
	Other	 
	 	 
	31a.	The Plan has a vesting schedule other than the schedules described above:
	 	 ̈ Yes x No
	31b.	If D.31a is "Yes", describe the other vesting schedule:                           .
	31c.	If D.31a is "Yes", describe the Participants to which the other vesting schedule applies:                        .


 




    	19



    	 



    

 


	E.	DISTRIBUTIONS
	 	 
	Normal Retirement
	 	 
	1a.	Normal Retirement Age means:
	 	i.	x Attainment of the age specified in E.1b.
	 	ii.	 ̈ Later of attainment of the age specified in E.1b and the anniversary of Plan participation specified in E.1c.
	1b.	Age component of Normal Retirement Age (not to exceed 65): 65
	1c.	If E.1a.ii is selected, anniversary of participation for Normal Retirement Age:
	 	 ̈ fifth  ̈ fourth  ̈ third  ̈ second  ̈ first
	1d.	Allow in-service distributions after attainment of Normal Retirement Age (Section 7.01(b)):
	 	x Yes  ̈ No
	1e.	If E.1d is "Yes", describe the Accounts from which in-service distributions may be made: All Accounts
	 	NOTE: If E.1b is less than age 59-1/2, Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions and the portion of any Account that has been used to satisfy the safe harbor requirements of Code sections 401(k)(12) and/or 401(m)(11) shall not be eligible for withdrawal until the Participant attains age 59-1/2.
	 	 
	Early Retirement
	 	 
	2a.	Early Retirement Age means:
	 	i.	x None. The Plan does not have an early retirement feature.
	 	ii.	 ̈ Attainment of the age specified in E.2b.
	 	iii.	 ̈ Later of attainment of the age specified in E.2b and the anniversary of Plan participation specified in E.2c.
	2b.	If E.2a.i is not selected, age component of Early Retirement Age (not to exceed 65):              
	2c.	If E.2a.iii is selected, anniversary of participation for Early Retirement Age:               
	2d.	If E.2a.i is not selected, allow in-service distributions after attainment of Early Retirement Age (Section 7.01(a)):
	 	 ̈ Yes  ̈ No
	2e.	If E.2a.i is not selected and E.2d is "Yes", describe the Accounts from which in-service distributions may be made:
	 	               
	 	NOTE: If E.2b is less than age 59-1/2, Elective Deferrals, Qualified Nonelective Contributions, Qualified Matching Contributions and the portion of any Account that has been used to satisfy the safe harbor requirements of Code sections 401(k)(12) and/or 401(m)(11) shall not be eligible for withdrawal until the Participant attains age 59-1/2.
	2f.	If E.2a.i is not selected, provide for 100% vesting upon the attainment of Early Retirement Age while an Employee
	 	(Section 6.02):
	 	 ̈ Yes  ̈ No
	 	 
	Time and Form of Payment after Termination for Reasons other than Death
	 	 
	3a.	Distributions after Termination of Employment for reasons other than death shall commence (Section 7.02):
	 	i.	x Immediate. As soon as administratively feasible with a final payment made consisting of any allocations occurring after such Termination of Employment.
	 	ii.	 ̈ End of Plan Year. As soon as administratively feasible after all contributions have been allocated relating to the Plan Year in which the Participant's Account balance becomes distributable.
	 	iii.	 ̈ Normal Retirement Age. When the Participant attains Normal Retirement Age.
	 	iv.	£ Other.
	3b.	If E.3a.iv (Other) is selected, enter time when distributions after Termination of Employment commence:                     .
	 	NOTE: Any entry must comply with Code section 401(a)(9), Section 7.02(e) and other requirements of Article 7.
	4a.	Medium of distribution from the Plan:
	 	i.	x Cash only
	 	ii.	 ̈ Cash or in-kind
	 	iii.	 ̈ Cash or in-kind rollover to an Individual Retirement Account sponsored by the vendor described in E.4b.
	4b.	If E.4a.iii (specified vendor) is selected, enter name of specified vendor:               
	5a.	Unless otherwise elected by the Participant, distributions shall be made in the form of:
	 	i.	x Lump sum only
	 	ii.	 ̈ Qualified Joint and                % Survivor Annuity (Not less than 50% and not more than 100%).
	5b.	In addition to the form described in E.5a, distributions from the Plan after Termination for reasons other than death
	 	may be made in the following forms:
	 	i.	 ̈ Lump sum only
	 	ii.	 ̈ Lump sum payment or substantially equal annual, or more frequent installments over a period not to exceed
	 	 	the joint life expectancy of the Participant and his Beneficiary
	 	iii.	x Under a continuous right of withdrawal pursuant to which a Participant may withdraw such amounts at such times as he shall elect.


 







    	20



    	 



    


 





	 	 	iv.  ̈
Other 









		5c.	If E.5b.iv is selected, describe payment forms that apply uniformly to Participants:__________



			NOTE: Any entry must comply with Code section 401(a)(9), Section 7.02(e) and other requirements
of Article 7.



		6a.	Permit distributions in the form of an annuity:



			 ̈ Yes x
No



			If E.6a is "Yes", a Participant may elect to have the Plan Administrator apply
his entire vested Account toward the purchase of an annuity contract, which shall be distributed to the Participant. The terms
of such annuity contract shall comply with the provisions of this Plan and any annuity contract shall be nontransferable.



		6b.	To the extent that a Participant's Account is subject to the survivor annuity rules of Section 7.10, the spouse of a married
Participant shall be the beneficiary of __________% (No less than 50%) of such Participant's Account unless the spouse waives his or her
rights to such benefit pursuant to Section 7.10 (Section 7.04).



 


Payment on Participant Death


 


		7.	Distributions on account of the death of the Participant shall be made in accordance with one of the following:



		i.	x Pay entire Account balance by end of fifth year for all Beneficiaries
in accordance with Sections 7.02(b)(1)(A) and 7.02(b)(2)(A) only.



		ii.	 ̈ Pay entire Account balance no later than the 60th day following the
end of Plan Year in which the Participant dies.



		iii.	 ̈ Allow extended payments for all beneficiaries in accordance with Sections
7.02(b)(1)(A), (B) and (C) and 7.02(b)(2)(A) and (B).



		iv.	 ̈ Pay entire Account balance by end of fifth year for Beneficiaries
in accordance with Sections 7.02(b)(1)(A) and 7.02(b)(2)(A) and allow extended payments in accordance with Sections 7.02(b)(1)(B)
and (C) and 7.02(b)(2)(B) only if the Participant's spouse is the Participant's sole primary Beneficiary.



 


Cash Out


 


		8a.	Involuntary cash-out amount for purposes of Section 7.03: $5000 ($5,000 maximum)($5,000 unless otherwise specified.
If zero, the Plan will not automatically cash out participants).



		8b.	Involuntary cash-out amount for purposes of Section 7.10 (J&S consent requirements): $__________ ($5,000 maximum.)



		9.	Involuntary cash-out of a terminated Participant's Account balance when it exceeds the cash-out amount specified in E.8a
is deferred under Section 7.03(b) until:



		i.	x Later of age 62 or Normal Retirement Age - payment made in a lump sum
only.



		ii.	 ̈ Required Beginning Date - Participant may elect payment in a lump
sum or installments.



		iii.	 ̈ Required Beginning Date - payment made in a lump sum only.



		10a.	Exclude amounts attributable to Rollover Contributions in determining the value of the Participant's nonforfeitable account
balance for purposes of the Plan's involuntary cash-out rules (Sections 7.03 and 7.10):



			x Yes  ̈
No



		10b.	If E.10a is "Yes", the
                                                                 election shall apply with respect to distributions made on or
                                                                 after January 1, 2009 (Enter a date no earlier
                                                                 than January 1, 2002.).



		11a.	It is necessary to provide an effective date for the cash out amount specified in E.8:



			 ̈ Yes x No



		11b.	If E.11a is "Yes", enter the effective date of the change in the amount specified in E.8a:__________



		11c.	If E.11a is "Yes", enter the effective date of the change in the amount specified in E.8b:__________



			NOTE: May not be earlier than the Effective Date.



 


Transfer from Pension Plan


 


		20.	The Plan has received a transfer of assets from a plan subject to the survivor annuity rules of Code sections 411(a)(11) and
417 (e.g., a money purchase or defined benefit plan):



			 ̈ Yes x
No



 


Required Beginning Date


 


		30.	Required Beginning Date for a Participant other than a More Than 5% Owner:



		i.	x Retirement. April 1 of the calendar year following the later of
the calendar year in which the Participant: (x) attains age 70-1/2, or (y) retires



		ii.	 ̈ Age 70-1/2. April 1 of the calendar year following the calendar
year in which the Participant attains age 70- 1/2



		iii.	 ̈ Election. The option provided in E.30.i; provided that
a Participant may elect to commence distributions pursuant to either E.30.i or E.30.ii.



 




    	21



    	 



    

 


Required Minimum Distribution Regulation Effective Dates


 


		31.	The Plan adopted the 2001 Proposed Regulations regarding Required Minimum Distribution (Section 7.05(g)(3)):



			x No



			 ̈ Yes - effective 2001



			 ̈ Yes - effective 2002



		32.	Effective date of adoption of the 2002 Final and Temporary Regulations regarding Required Minimum Distribution (Section
7.05(g)(4)):



		i.	 ̈ 2002. During the 2002 calendar year



		ii.	x 2003. Beginning with the 2003 calendar year



 


		F.	IN SERVICE WITHDRAWALS & LOANS



 


General


 


		1.	In-service withdrawals otherwise permitted under F are allowed from Accounts that are only partially vested:



		i.	x No - an Account must be fully vested for a Participant to receive an in-service
withdrawal



		ii.	 ̈ Yes
	 	NOTE: The response to this F.1 will be
ignored if the Plan does not allow in-service withdrawals. 






 


Hardship


 


		10.	Hardship withdrawals are allowed from the portion of a Participant's Account(s) described in F.1 as follows (Section
8.01) (If "None", questions regarding Hardship withdrawals are disregarded. Skip to F.20):



		i.	 ̈ All Accounts. A Participant may receive a distribution on account
of Hardship, except from: (x) his Qualified Nonelective Contribution Account, (y) his Matching Contribution Account to the extent
such Account has been used to satisfy the safe harbor requirements of Code sections 401(k)(12) and/or 401(m)(11) or to the extent
such Account is treated as a Qualified Matching Contribution, and (z) earnings on his Elective Deferral Account credited after
the later of December 31, 1988, and the end of the last Plan Year ending before July 1, 1989.



		ii.	 ̈ Selected Accounts



		iii.	x None



		11.	The Plan shall use the Safe Harbor criteria set forth in Section 8.01(b) in determining whether a Participant is entitled to
receive a Hardship withdrawal.



		12.	If F.10.ii (Selected Accounts) is selected, Hardship withdrawals may be made from the following Accounts:



		a.	 ̈ Elective Deferral Account (excluding earnings on his Elective Deferral
Account credited after the later of December 31, 1988, and the end of the last Plan Year ending before July 1, 1989).



		b.	 ̈ Matching Contribution Account (except that portion that has been used
to satisfy the safe harbor requirements of Code sections 401(k)(12) and/or 401(m)(11) or to the extent such Account is treated
as a Qualified Matching Contribution).



		c.	 ̈ Profit Sharing Contribution Account.



		d.	 ̈ Voluntary Contribution Account.



		e.	 ̈ Rollover Contribution Account.



		f.	 ̈ Transfer Account.



		13.	If A.10c is "Yes", (Roth Elective Deferrals are permitted) and if a Participant may receive a Hardship withdrawal
from his Elective Deferral Account, permit Hardship withdrawals from the Participant's Roth Elective Deferral Account subject to
the same terms and conditions as apply to the Participant's Elective Deferral Account:



		i.	 ̈ Yes



		ii.	 ̈ Yes - But only if the withdrawal from the Roth Elective Deferral Account
qualifies as a "qualified distribution" within the meaning of Code section 402A(d)(2).



		iii.	 ̈ No



 


Specified Age


 


		20.	In-service withdrawals are allowed on attainment of the
age specified in F.21 from the portion of a Participant's Accounts described in F.1. (Section 8.02) (If "None",
questions regarding specified age withdrawals are disregarded. Skip to F.30):



		i.	x All Accounts.



		ii.	 ̈ Selected Accounts.



		iii.	 ̈ None.



		21.	In-service withdrawal permitted after age
                                                                59-1/2.



		22.	If F.20.ii (Selected Accounts) is selected, specified age withdrawals may be made from the following Accounts:



 




    	22



    	 



    

 


		a.	 ̈ Elective Deferral Account.



		b.	 ̈ Matching Account.



		c.	 ̈ Profit Sharing Contribution Account.



		d.	 ̈ Qualified Nonelective Contribution Account.



		e.	 ̈ Voluntary Contribution Account.



		f.	 ̈ Rollover Contribution Account.



		g.	 ̈ Transfer Account.



			NOTE: If F.21 is less than age 59-1/2, Elective Deferrals, Qualified Nonelective Contributions,
Qualified Matching Contributions and the portion of any Account that has been used to satisfy the safe harbor requirements of Code
sections 401(k)(12) and/or 401(m)(11) shall not be eligible for withdrawal until the Participant attains age 59-1/2; but only to
the extent withdrawals are permitted from such Accounts pursuant to F.20 - F.22.



		23.	If A.10c is "Yes", (Roth Elective Deferrals are permitted) and if a Participant may receive a withdrawal upon
the attainment of a specified age from his Elective Deferral Account, permit such withdrawals from the Participant's Roth Elective
Deferral Account subject to the same terms and conditions as apply to the Participant's Elective Deferral Account:






		i.	 ̈ Yes



		ii.	x Yes - But only if the withdrawal from the Roth Elective
Deferral Account qualifies as a "qualified distribution" within the meaning of Code section 402A(d)(2).



		iii.	 ̈ No



 


Other Withdrawals


 


		30a.	Participation Rule Matching Contributions (Section 8.03(a)). In-service withdrawals are allowed from a Participant's
Matching Contribution Account after the number of years Participation specified in F.30c from the portion of a Participant's
Accounts described in F.1. (Withdrawals are only permitted from the Matching Contribution Account to the extent such Account
has not been used to satisfy the requirements of Code sections 401(k)(12) and/or 401(m)(11) or to the extent such contributions
have been treated as Qualified Matching Contributions):



			 ̈ Yes x
No



		30b.	Participation Rule Profit Sharing Contributions (Section 8.03(a)). In-service withdrawals are allowed from a Participant's
Profit Sharing Contribution Account after the number of years Participation specified in F.30c from the portion of a Participant's
Accounts described in F.1:



			 ̈ Yes x
No



		30c.	If F.30a or F.30b is "Yes", specify the number of years Participation:
                                                                 __________ (No less than five)



		31a.	Accumulation Rule Matching Contributions (Section 8.03(a)). In-service withdrawals are allowed from a Participant's
Matching Contribution Account on funds held for the number of years specified in F.31c from the portion of a Participant's
Accounts described in F.1. (Withdrawals are only permitted from the Matching Contribution Account to the extent such Account
has not been used to satisfy the requirements of Code sections 401(k)(12) and/or 401(m)(11) or to the extent such contributions
have been treated as Qualified Matching Contributions):



			 ̈ Yes x
No



		31b.	Accumulation Rule Profit Sharing Contributions (Section 8.03(a)). In-service withdrawals are allowed from a Participant's
Profit Sharing Contribution Account on funds held for the number of years specified in F.31c from the portion of a Participant's
Accounts described in F.1:



			 ̈ Yes x
No



		31c.	If F.31a or F.31b is "Yes", specify the number of years the funds must have been held in the applicable
Account: __________  (No less than two)



		32.	At Any Time (Section 8.03(b)). In-service withdrawals are allowed from the following Accounts at any time:



			 ̈ Voluntary Contribution Account



			 ̈ Rollover Contribution Account



 


Loans


 


		40.	Loans are permitted (Section 8.06) (If "No", questions regarding loans are disregarded. Skip to G):



			x Yes  ̈
No



		41.	Require showing of financial hardship or unusual or special situation to receive loan:



			 ̈ Yes x
No



		42.	Permit loans in excess of 1/2 of account balance up to $10,000 with adequate security:



			 ̈ Yes x
No



		43.	Allow extended loan amortization for purchase of principal residence:



			x Yes  ̈
No



		44.	Minimum loan amount: $1,000 (Not greater than $1,000. Leave blank or enter "0" if none.)



		45.	Maximum number of loans outstanding: 1
                                                                (If blank, the maximum number of loans is one.)



		46.	If G.3.iv is selected (Plan does not permit participant self-direction), are loans treated as a segregated investment:



 




    	23



    	 



    

 


			 ̈ Yes  ̈
No



		47.	A Participant must obtain the consent of his or her spouse, if any, to use the Account balance as security for a loan:



			 ̈ Yes x
No



			NOTE: "Yes" is automatically selected for F.47 if E.20
                                                      is "Yes" (Plan has received a transfer of assets from a plan subject to the
                                                      survivor annuity rules of Code sections 411(a)(11) and 417), E.5a (normal form of benefit) is
                                                      "Qualified  Joint and Survivor Annuity", or E.6 (distributions allowed in the form of an annuity)
is "Yes"



 


		G.	PLAN
                                                                                                                                                  OPERATIONS



 


Permitted Investments


 


		1.	Plan may invest up to 100% of the Trust Fund in "qualifying employer securities" and "qualifying employer
                                                                 real property" (Section 9.04):




			x Yes  ̈
No



			NOTE: If "Yes" is selected, the limitations of Section 9.04 may apply.



		2.	Plan may invest in life insurance (Section 9.07):



			 ̈ Yes x
No



 


Participant Self Direction


 


		3.	Specify the extent to which the Plan permits Participant self direction and indicate the Plan's intent to comply with ERISA
section 404(c) (Section 9.02) (If "None", questions regarding Participant self direction are disregarded. Skip to G.7a):



		i.	 ̈ All Accounts and 404(c) applies



		ii.	 ̈ All Accounts but 404(c) does not apply



		iii.	 ̈ Some Accounts and 404(c) applies



		iv.	x Some Accounts but 404(c) does not apply



		v.	 ̈ None



		4.	If G.3.v (None) is not selected, Participants may also establish individual brokerage accounts:






	 	 	 ̈ Yes x
                           No 
		5.	Participants may exercise voting rights with respect to the following investments (Section 9.06) (If G.1 is "Yes"
and G.3.i or G.3.iii (404(c) applies) is selected then voting rights may not be "None"):



		i.	 ̈ None



		ii.	x Company stock only



		iii.	 ̈ All investments



		6.	If G.3.iii or G.3.iv (Some Accounts) is selected, a Participant may self direct the following accounts:



		a.	x Elective Deferral Account.



		b.	 ̈ Matching Contribution Account.



		c.	 ̈ Voluntary Contribution Account.



		d.	x Profit Sharing Contribution Account.



		e.	x Qualified Nonelective Contribution Account.



		f.	x Rollover Contribution Account.



		g.	x Transfer Account.



 


Valuation Date


 


		7a.	Enter Valuation Date (if G.3.i or G.3.iii (404(c) applies) is selected, then Valuation Date must be at least
quarterly)



		i.	 ̈ Last day of Plan Year



		ii.	 ̈ Last day of each Plan quarter



		iii.	 ̈ Last day of each month



		iv.	x Each business day



		v.	 ̈ Other



		7b.	If G.7a.v is selected, enter Valuation Date:__________ (Must be at least
                                                                                   annually).






 


Plan Administration


 


		10a.	Designation of Plan Administrator (Section 12.01):



		i.	x Plan Sponsor



		ii.	 ̈ Committee appointed by Plan Sponsor



		iii.	 ̈ Other



		10b.	If G.10a.iii is selected, Name of Plan Administrator:__________



		11.	Establishment of procedures for the Plan Administrator and the Investment Fiduciary (Sections 12.01(c) and 12.02(c)):



 




    	24



    	 



    

 


		i.	x Plan Administrator and Investment Fiduciary adopt own procedures.



		ii.	 ̈ Board sets procedures for Plan Administrator and Investment Fiduciary.



		12a.	Type of indemnification for the Plan Administrator and Investment Fiduciary:



		i.	 ̈ None - the Company will not indemnify the Plan Administrator or the
Investment Fiduciary.



		ii.	x Standard according to Section 12.06.



		iii.	 ̈ Custom.



		12b.	If G.12a.iii (Custom) is selected, indemnification for the Plan Administrator and Investment Fiduciary is provided pursuant
to an Addendum to the Adoption Agreement. The addition of such Addendum shall not be considered a modification to the Adoption
Agreement.



 


Trust


 


		20.	Trust Agreement is contained in a document separate from the Basic Plan Document.



		i.	x No



		ii.	 ̈ Yes - Section 10.09 of the Basic Plan Document shall apply.



			NOTE: If a separate trust agreement is to be used (G.20.ii is selected) G.10
- G.12 shall apply only to the extent that they are not superseded by the terms of the separate trust agreement. Only the
Trust document previously approved by the IRS may be utilized with this Plan and still rely on the Plan's opinion letter.



		21.	Trustee Type



		i.	 ̈ Corporate



		ii.	x Individual



		22.	If G.21.i (Corporate) is selected, enter Trustee address:__________



		23.	Name of Trustee: Larry Bullock and
                                                                Ginger O. Smith



		24a.	If G.20.i(use trust in Basic Plan Document) is selected, type of Trustee Indemnification:



		i.	x Standard according to Section 10.07(b)



		ii.	 ̈ Custom



		24b.	If G.20.i (use trust in Basic Plan Document) is selected and G.24a.ii (Custom) is selected, indemnification for
the Trustee is provided pursuant to an Addendum to the Adoption Agreement. The addition of such Addendum shall not be considered
a modification to the Adoption Agreement.



		25.	If G.20.i (use trust in Basic Plan Document) is selected, the Trustees may designate one Trustee to act on behalf of
all Trustees (Section 10.05(b)(2)):



			x Yes  ̈
No



		26a.	The Trustee is also the Investment Fiduciary (Section 10.06):



			x Yes  ̈
No



		26b.	If G.26a is "No", enter the name of the Investment Fiduciary: __________.



 


		H.	TOP HEAVY



 


Top Heavy Plans


 


		1a.	Plan to which Top-Heavy allocations are made:



		i.	x This Plan



		ii.	 ̈ Pursuant to the terms of another plan



		iii.	 ̈ Partially in this Plan



		1b.	If H.1a.iii is selected, describe how the Top Heavy minimum accruals will be made: __________.



		2.	If H.1.ii (another plan) is selected, name of other Plan to which Top-Heavy allocations are
                                                               made: __________



		3.	If H.1.i (This Plan) is selected, type of other plan maintained by the Company that covers Employees eligible to participate
in this Plan: 



		i.	x N/A - No other plan



		ii.	 ̈ Defined Contribution



		iii.	 ̈ Defined Benefit



 


Top Heavy Allocations


 


		4.	If H.1.i (This Plan) is selected, Participants who share in Top-Heavy minimum allocations:



		i.	x Non-Key only. Any Participant who is employed by the Employer
on the last day of the Plan Year and is not a Key Employee.



		ii.	 ̈ All Participants. Any Participant who is employed by the Employer
on the last day of the Plan Year.



 


Top Heavy Vesting


 


		5.	Top-Heavy vesting schedule:



 




    	25



    	 



    

 


			 ̈ 100%  ̈
2-6 Year Graded  ̈ 3 Year Cliff x
Other



		6a.	Other Top-Heavy Schedule - less than 1 year: 0



		6b.	Other Top-Heavy Schedule - 1 year but less than 2 years: 25



		6c.	Other Top-Heavy Schedule - 2 years but less than 3 years: 50



		6d.	Other Top-Heavy Schedule - 3 years but less than 4 years: 100



		6e.	Other Top-Heavy Schedule - 4 years but less than 5 years: 100



		6f.	Other Top-Heavy Schedule - 5 years but less than 6 years: 100



		6g.	Other Top-Heavy Schedule - 6 or more years: 100%.



			NOTE: If H.5 is "Other", then any vesting schedule described in H.6
must provide vesting at least as rapidly as the "3 Year Cliff" vesting schedule or the "2-6 Year Graded" vesting
schedule.



 


Present Value Assumptions


 


		7a.	Enter the interest rate to be used for determining Present
Value to compute the top-heavy ratio: __________ %

		7b.	Enter the mortality table to be used for determining Present Value to compute the top-heavy ratio: __________



			NOTE: H.7 should only be completed if the Employer also sponsors a defined benefit
plan.



 


			NOTE: The Plan Sponsor should add an Addendum to the Adoption Agreement to add any language
that is necessary to satisfy Code sections 415 and 416. The addition of such Addendum shall not be considered a modification to
the Adoption Agreement.



 


		I.	MISCELLANEOUS



 


Failure to properly fill out the Adoption Agreement may result
in disqualification of the Plan.


 


The Plan shall consist of this Adoption Agreement #001, its
related Basic Plan Document #E-01 and any related Appendix and Addendum to the Adoption Agreement.


 


The Prototype Plan Sponsor, Retirement Plan Concepts & Services,
Inc., will inform the adopting employer of any amendments made to the Prototype Plan or of the discontinuance or abandonment of
the Prototype Plan. The Prototype Plan Sponsor may be contacted at 6509 Mutual Drive, Fort Wayne, IN, telephone number 260-484-0848.


 


The adopting employer may rely on an opinion letter issued by
the Internal Revenue Service as evidence that the plan is qualified under Code section 401 only to the extent provided in Revenue
Procedure 2005-16. The employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification
requirements, which are specified in the opinion letter issued with respect to the Plan and in Revenue Procedure 2005-16. In order
to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter
must be made to Employee Plans Determinations of the Internal Revenue Service.


 




    	26



    	 



    

 


		J.	EXECUTION PAGE



 


The undersigned agree to be bound by the terms of this
Adoption Agreement and Basic Plan Document and acknowledge receipt of same. The parties have caused this Plan to be executed
this 20 day of March, 2009.


 


	 	BIOMIMETIC THERAPEUTICS, INC.:
	 	 	 
	 	Signature:	/s/ Samuel  Lynch
	 	 	 
	 	Print Name:	Samuel Lynch
	 	 	 
	 	Title/Position:	President
	 	 	 
	 	TRUSTEE:	 
	 	 	 
	 	/s/ Larry Bullock
	 	Larry Bullock
	 	 	 
	 	/s/ Ginger O. Smith
	 	Ginger O. Smith


 




    	27



    	 



    

 


CUSTOM LANGUAGE ADDENDUM


 


Forfeitures will first be used to pay administrative expenses.
See plan document for disposition of remaining forfeitures.


 


Effective April 1, 2009, distributions in the form of
annuity will no longer be allowed.


 




    	28



    	 



    

 


POST EGTRRA ADDENDUM


 


This Addendum to the Plan is adopted to
reflect the provisions of applicable law and the applicable regulations that are generally effective after December 31, 2006 ("Applicable
Law"). This Addendum is intended as good faith compliance with the requirements of Applicable Law and is to be construed in
accordance with same. This Addendum and the provisions of Applicable Law shall supersede the provisions of the Plan to the extent
those provisions are inconsistent with the provisions of this Addendum and Applicable Law.


 


Except as expressly provided herein, this
Addendum shall be effective for Plan Years beginning on or after January 1, 2007. Any effective dates specified herein shall be
modified to the extent necessary to comply with any superseding guidance.


 


STANDARD PROVISIONS:


 


		A.	Annual Addition Limitations. Except as otherwise expressly provided, this Paragraph shall be effective for limitation
years beginning on or after July 1, 2007.



 


		1.	Any correction methods for excess annual additions set forth in the Plan that were
allowed pursuant to the prior version of Treas. Reg. 1.415-6(b)(6) shall not apply. However, the Plan may be eligible for self-correction
under Rev. Proc. 2006-27, 2006-22 I.R.B. 945 and any superseding guidance.



 


		2.	Restorative payments allocated to a participant’s account, which include
payments made to restore losses to the Plan resulting from actions (or a failure to act) by a fiduciary for which there is a reasonable
risk of liability under Title I of ERISA or under other applicable federal or state law, where similarly situated participants
are similarly treated, shall not give rise to an annual addition for any limitation year.



 


		3.	The Plan's definition of compensation for a year that is used for purposes of Code
section 415 may not reflect compensation for a year greater than the limit under Code section 401(a)(17) that applies to that year.



 


		4.	If the Plan uses a definition of compensation for purposes of Code section 415
under prior regulations that included only those items specified in Treas. Reg. section 1.415-2(d)(2)(i) and excluding all of those
items listed in Treas. Reg. section 1.415-2(d)(3), the definition shall be revised to indicate that compensation for such purposes
means all items of remuneration described in Treas. Reg. 1.415(c)-2(b), and excluding the items of remuneration described in Treas.
Reg. 1.415(c)-2(c).



 


		5.	"Post Year End Compensation" means amounts earned during a year but not
paid during that year solely because of the timing of pay periods and pay dates if: (i) these amounts are paid during the first
few weeks of the next year; (ii) the amounts are included on a uniform and consistent basis with respect to all similarly situated
Employees; and (iii) no compensation is included in more than one year.



 


		6.	"Post Severance Compensation" means amounts paid by the later of: (1)
2-1/2 months after an employee's severance from employment with the employer maintaining the plan or (2) the end of the limitation
year that includes the date of severance from employment with the employer maintaining the plan; and those amounts would have been
included in the definition of compensation if they were paid prior to the employee's severance from employment with the employer
maintaining the plan. However the payment must be for (a) unused accrued bona fide sick, vacation, or other leave, but only if
the employee would have been able to use the leave if the employee had continued in employment; or (b) received by an employee
pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would have been paid to the employee at
the same time if the employee had continued in employment with the employer and only to the extent that the payment is includible
in the employee’s gross income.



 




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		7.	Compensation shall include other compensation paid by the later of: (1) 2-1/2 months
after an employee's severance from employment with the employer maintaining the plan or (2) the end of the limitation year that
includes the date of the employee's severance from employment with the employer maintaining the plan if: (a) the payment is regular
compensation for services during the employee's regular working hours, or compensation for services outside the employee's regular
working hours (e.g., overtime or shift differential), commissions, bonuses, or other similar payments; and the payment would have
been paid to the employee prior to a severance from employment if the employee had continued in employment with the employer.



 


The exclusions from compensation for payments after
severance from employment do not apply to payments to an individual who does not currently perform services for the employer by
reason of qualified military service (as that term is used in Code section 414(u)(1)) to the extent those payments do not exceed
the amounts the individual would have received if the individual had continued to perform services for the employer rather than
entering qualified military service. To the extent provided in the Plan, compensation shall include compensation paid to a participant
who is permanently and totally disabled.


 


		B.	Protected Benefits. This Paragraph is effective for plan amendments adopted after August 9, 2006 (periods beginning
on or after June 7, 2004 relating to suspension of benefit payments).



 


		1.	Except as provided in Paragraph B.2, a plan amendment may not decrease a
participant's accrued benefits, or otherwise place greater restrictions or conditions on a participant's rights to Code section
411(d)(6) protected benefits, even if the amendment merely adds a restriction or condition that is permitted under the vesting
rules in Code section 411(a)(3) through (11).



 


		2.	An amendment described in Paragraph B.1 does not violate Code section 411(d)(6)
to the extent: (i) it applies with respect to benefits that accrue after the applicable amendment date; or (ii) the plan amendment
changes the Plan's vesting computation period and it satisfies the applicable requirements under 29 CFR 2530.203-2(c).



 


		C.	Mid-Year Roth. The Plan shall not fail to satisfy the requirements to be a Code section 401(k) safe harbor plan merely
because of mid-year changes to implement a qualified Roth contribution program (as defined in Code section 402A) or the hardship
withdrawals described in part III of Notice 2007-7.



 


		D.	Mandatory Rollovers - Roth. Eligible rollover distributions from a Participant's Roth Elective Deferral Account are
separately taken into account in determining whether the total amount of the Participant's Account balances under the Plan exceeds
$1,000 for purposes of mandatory distributions from the Plan.



 




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The undersigned agree to be bound by the
terms of the forgoing addendum to the Plan and acknowledge receipt
of same. This addendum is executed this 20 day of March,
2009.


 


	 	BIOMIMETIC THERAPEUTICS, INC.:
	 	 
	 	Signature:	/s/ Samuel Lynch
	 	 	 
	 	Print Name:	Samuel Lynch
	 	 	 
	 	Title/Position:	President


 




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