EXHIBIT 10.02


The CORPORATEplan
for RetirementSM

EXECUTIVE PLAN


Adoption Agreement


IMPORTANT NOTE


This document has not been approved
by the Department of Labor, the Internal Revenue Service or any other
governmental entity. An Employer must determine whether the plan is subject to
the Federal securities laws and the securities laws of the various states. An
Employer may not rely on this document to ensure any particular tax
consequences or to ensure that the Plan is “unfunded and maintained primarily
for the purpose of providing deferred compensation to a select group of
management or highly compensated employees” under the Employee Retirement
Income Security Act with respect to the Employer’s particular situation.
Fidelity Management Trust Company, its affiliates and employees cannot and do
not provide legal or tax advice or opinions in connection with this document.
This document does not constitute legal or tax advice or opinions and is not
intended or written to be used, and it cannot be used by any taxpayer, for the
purposes of avoiding penalties that may be imposed on the taxpayer. This
document must be reviewed by the Employer’s attorney prior to adoption. 


	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
© 2007 Fidelity Management & Research Company

	
 













ADOPTION AGREEMENT

ARTICLE 1


	
 

	
 

	
 

	
 

	
 

	
 


	
1.01

	
PLAN
INFORMATION 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Name of Plan:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
This is the General
Employment Enterprises, Inc. Executive Retirement Plan (the “Plan”). 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Plan Status (Check one.):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Adoption Agreement
effective date: 12/1/2008. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The Adoption Agreement
 effective date is (Check (A) or check and
 complete (B)):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
 o

	
A new Plan effective date.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
þ

	
An amendment and
restatement of the Plan. The original effective date of the Plan was:
1/1/2002.  


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
Name of Administrator, if
 not the Employer:


	
 

	
 

	
 


	
 

	
 

	
_______________________________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
1.02

	
EMPLOYER


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Employer Name:      General Employment
 Enterprises, Inc.                    
                    
                    


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
The term “Employer”
 includes the following Related Employer(s)

 (as defined in Section 2.01(a)(25)) participating in the Plan:


	
 

	
 

	
 


	
 

	
 

	
____________________________________________________________________


	
 

	
 

	
 


	
 

	
 

	
____________________________________________________________________








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 1

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 


	
1.03

	
COVERAGE


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(Check
 (a) and/or (b).)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
þ

	
The following Employees
 are eligible to participate in the Plan (Check
 (1) or (2)):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
þ

	
Only those Employees
 designated in writing by the Employer, which writing is hereby incorporated
 herein.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
 o

	
Only those Employees in
 the eligible class described below:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
________________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
________________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
o

	
 The
 following Directors are eligible to participate in the Plan (Check (1) or (2)):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
Only those Directors
 designated in writing by the Employer, which writing is hereby incorporated
 herein.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
 o

	
All Directors, effective
 as of the later of the date in 1.01(b) or the date the Director becomes a
 Director.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: A
 designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in
 Section 1.03(a)(2) must include the effective date of such participation.)


	
 

	
 

	
 

	
 

	
 

	
 


	
1.04

	
COMPENSATION


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(If
 Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is
 selected, complete (c))


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
For purposes of
 determining all contributions under the Plan:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(a)

	
o     Compensation
 shall be as defined, with respect to Employees, in the

 _________________________ Plan maintained by the Employer:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
to the extent it is in
 excess of the limit imposed under Code section 401(a)(17).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
 notwithstanding the limit imposed under
 Code section 401(a)(17).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
þ Compensation shall be as defined in
 Section 2.01(a)(9) with respect to Employees (Check
 (1), and/or (2) below, if, and as, appropriate):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
þ

	
but excluding the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
The value of a qualified
 or a non-qualified stock option granted to an Employee by the Employer to the
 extent such value is includable in the Employee’s taxable income.








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007
 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 2

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
but excluding bonuses,
 except those bonuses listed in the table in Section
1.05(a)(2).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(c)

	
o

	
Compensation shall be as
 defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the
 following:


	
 

	
 

	
 

	
____________________________________________________________________________


	
 

	
 

	
 

	
 


	
1.05

	
CONTRIBUTIONS
 ON BEHALF OF EMPLOYEES


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Deferral Contributions (Complete all that apply):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
Deferral Contributions.
 Subject to any minimum or maximum deferral amount provided below, the
 Employer shall make a Deferral Contribution in accordance with, and subject
 to, Section 4.01 on behalf of each Participant who has an executed salary
 reduction agreement in effect with the Employer for the applicable calendar
 year (or portion of the applicable calendar year).








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Deferral
 Contributions

 Type of Compensation

	
Dollar
 Amount

	
%
 Amount


	
 

	
Min

	
Max

	
Min

	
Max


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: With respect to
each type of Compensation, list the minimum and maximum dollar amounts or percentages
as whole dollar amounts or whole number percentages.) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
Deferral
 Contributions with respect to Bonus Compensation only. The Employer requires
 Participants to enter into a special salary reduction agreement to make Deferral
 Contributions with respect to one or more Bonuses, subject to minimum and
 maximum deferral limitations, as provided in the table below.








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 3

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Treated
 As

	
Dollar
 Amount

	
%
 Amount


	
 

	
Deferral
 Contributions

 Type of Bonus



	
Performance

 Based

	
Non-

 Performance

 Based

	
Min



	
Max



	
Min



	
Max




	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: With respect to
 each type of Bonus, list the minimum and maximum dollar amounts or
 percentages as whole dollar amounts or whole number percentages. In the event
 a bonus identified as a Performance-based Bonus above does not constitute a
 Performance-based Bonus with respect to any Participant, such Bonus will be
 treated as a Non-Performance-based Bonus with respect to such Participant.)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Matching
 Contributions (Choose (1) or (2) below,
 and (3) below, as applicable):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
The Employer shall make a
 Matching Contribution on behalf of each Employee Participant in an amount
 described below:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
o

	
___% of the Employee
 Participant’s Deferral Contributions for the calendar year.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
o

	
The amount, if any,
 declared by the Employer in writing, which writing is hereby incorporated
 herein.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(C)

	
o

	

Other:     _______________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
Matching Contribution
 Offset. For each Employee Participant who has made elective contributions (as
 defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum
 permitted under Code section 402(g), or the maximum permitted under the terms
 of the ___________________________ Plan (the “QP”), to the QP, the Employer shall
 make a Matching Contribution in an amount equal to (A) minus (B) below:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
The matching contributions
 (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the
 Employee Participant would have received under the QP on the sum of the
 Deferral Contributions and the Participant’s QP Deferrals, determined as
 though—


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
•

	
no limits otherwise
 imposed by the tax law applied to such QP match; and


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
•

	
the Employee Participant’s
 Deferral Contributions had been made to the QP.








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 4

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
The QP Match actually made
 to such Employee Participant under the QP for the applicable calendar year.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Provided, however, that
 the Matching Contributions made on behalf of any Employee Participant
 pursuant to this Section 1.05(b)(2) shall be limited as provided in Section
 4.02 hereof.


	
 

	
 

	
 


	
 

	
 

	
 

	
(3)

	
o

	
Matching Contribution
 Limits (Check the appropriate box (es)):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(A)

	
o

	
Deferral Contributions in
 excess of ____% of the Employee Participant’s Compensation for the calendar year
 shall not be considered for Matching Contributions.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(B)

	
o

	
Matching Contributions for
 each Employee Participant for each calendar year shall be limited to
 $__________.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Employer Contributions


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
Fixed Employer
 Contributions. The Employer shall make an Employer Contribution on behalf of
 each Employee Participant in an amount determined as described below:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
__________________________________________________________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
__________________________________________________________


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
þ

	
Discretionary Employer
 Contributions. The Employer may make Employer Contributions to the accounts
 of Employee Participants in any amount (which amount may be zero), as
 determined by the Employer in its sole discretion from time to time in a
 writing, which is hereby incorporated herein.


	
 

	
 

	
 

	
 

	
 


	
1.06

	
CONTRIBUTIONS
ON BEHALF OF DIRECTORS  


	
 

	
 


	
 

	
 

	
(a)

	
o

	
Director Deferral
 Contributions 


	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
The Employer shall make a
 Deferral Contribution in accordance with, and subject to, Section 4.01 on
 behalf of each Director Participant who has an executed deferral agreement in
 effect with the Employer for the applicable calendar year (or portion of the
 applicable calendar year), which deferral agreement shall be subject to any
 minimum and/or maximum deferral amounts provided in the table below.








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Deferral
 Contributions

 Type of Compensation

	
Dollar
 Amount

	
%
 Amount


	
 

	
Min

	
Max

	
Min

	
Max


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 5

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: With respect to
each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.) 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(b)

	
Matching and Employer
 Contributions:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
Matching Contributions.
 The Employer shall make a Matching Contribution on behalf of each Director
 Participant in an amount determined as described below:


	
 

	
 

	
 

	
 

	
 

	
____________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
____________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
Fixed Employer Contributions.
 The Employer shall make an Employer Contribution on behalf of each Director
 Participant in an amount determined as described below:


	
 

	
 

	
 

	
 

	
 

	
____________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
____________________________________________________________


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(3)

	
o

	
Discretionary Employer
 Contributions. The Employer may make Employer Contributions to the accounts
 of Director Participants in any amount (which amount may be zero), as
 determined by the Employer in its sole discretion from time to time, in a
 writing, which is hereby incorporated herein.








	
 

	
 

	
 


	
Plan Number:
 44230

	
 

	
ECM NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page 6

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 


	
1.07

	
DISTRIBUTIONS
 


	
 

	
 


	
 

	
The form and timing of
 distributions from the Participant’s vested Account shall be made consistent
 with the elections in this Section 1.07.


	
 

	
 


	
 

	
(a) (1) Distribution
 options to be provided to Participants








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(A) Specified

 Date

	
 

	
(B) Specified

 Age

	
 

	
(C) Separation

 From Service

	
 

	
(D) Earlier of

 Separation or

 Age

	
 

	
(E) Earlier of

 Separation or

 Specified Date

	
 

	
(F) Disability



	
(G)
Change
in
Control

	
 

	
(H) Death




	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
o Lump
Sum

	
 

	
 o Lump Sum

	
 

	
o Lump
Sum

	
 

	
o Lump
Sum

	
 

	
o Lump
Sum

	
 

	
o Lump
Sum

	
 

	
o Lump
Sum

	
 

	
o Lump
Sum


	
 Deferral

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 Contribution

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
 

	
o
Installments


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum


	
 Matching

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 Contributions

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
 

	
o
Installments


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 þ Lump Sum

	
 

	
 o Lump Sum

	
 

	
 þ Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum

	
 

	
 o Lump Sum


	
 Employer

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 Contributions

	
 

	
þ
Installments

	
 

	
o
Installments

	
 

	
 þ Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
o
Installments

	
 

	
 

	
o
Installments


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 


	
 

	
(Note: If the Employer
 elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C),
 (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or
 (E) above. In the event the Employer elects only a single payment trigger
 and/or payment method above, then such single payment trigger and/or payment
 method shall automatically apply to the Participant. If the employer elects
 to provide for payment upon a specified date or age, and the employer applies
 a vesting schedule to amounts that may be subject to such payment trigger(s),
 the employer must apply a minimum deferral period, the number of years of
 which must be greater than the number of years required for 100% vesting in
 any such amounts. If the employer elects to provide for payment upon
 disability and/or death, and the employer applies a vesting schedule to
 amounts that may be subject to such payment trigger, the employer must also
 elect to apply 100% vesting in any such amounts upon disability and/or
 death.) 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(2)

	
þ

	
A Participant incurs a
 Disability when the Participant (Check at
 least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
þ

	
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 can be
 expected to last for a continuous period of not less than 12 months.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
þ

	
is, by reason of any
 medically determinable physical or mental impairment that can be expected to
 result in death or can be expected to last for a continuous period of not
 less than 12 months, receiving income replacement benefits for a period of
 not less than 3 months under an accident and health plan covering employees
 of the Employer.








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 7

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(C)

	
þ

	
is determined to be
 totally disabled by the Social Security Administration or the Railroad
 Retirement Board.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(D)

	
o

	
is determined to be
 disabled pursuant to the following disability insurance program:__________ the
 definition of disability under which complies with the requirements in
 regulations under Code section 409A.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: If more than one
 box above is checked, then the Participant will have a Disability if he
 satisfies at least one of the descriptions corresponding to one of such
 checked boxes.)








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
(3)

	
þ

	
Regardless of any payment
 trigger and, as applicable, payment method, to which the Participant would
 otherwise be subject pursuant to (1) above, the first to occur of the
 following Plan-level payment triggers will cause payment to the Participant
 commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such
 Plan-level payment trigger occurs prior to the payment trigger to which the
 Participant would otherwise be subject.








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Payment
 Trigger

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(A)

	
 o

	
Separation from Service
 prior to:

	
 


	
 

	
 

	
 

	
__________________________________

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(B)

	
 o

	
Separation from Service

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(C)

	
þ

	
Death

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
(D)

	
þ

	
Change in Control

	
 








	
 

	
 

	
 


	
 

	
(b)

	
Distribution Election
 Change


	
 

	
 

	
 


	
 

	
 

	
A Participant








	
 

	
 

	
 


	
 

	
  (1) o

	
shall


	
 


	
 

	
  (2) þ

	
shall not


	
 

	
 

	
 


	
 

	
be permitted to modify a
 scheduled distribution election in accordance with Section 8.01(b) hereof.








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 8

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 


	
 

	
(c)

	
Commencement of
 Distributions 








	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Each lump sum distribution
 and the first distribution in a series of installment payments (if
 applicable) shall commence as elected in (A), (B) or (C) below: 








	
 

	
 

	
 


	
(A)
 þ

	
 

	
Monthly on the 1st day of the month which day next follows the applicable triggering event
described in 1.07(a). 


	
 

	
 

	
 


	
(B)
 o

	
 

	
Quarterly on the _____ day of the following months __________, _________, ________, or __________ (list one month in each calendar quarter) which day next follows the applicable triggering event described in 1.07(a).


	
 

	
 

	
 


	
(C)
 o

	
 

	
Annually on the______ day
 of _________ (month) which day next
 follows the applicable triggering event described in 1.07(a).








	
 

	
 


	
 

	
(Note: Notwithstanding the
 above: a six-month delay shall be imposed with respect to certain
 distributions to Specified Employees; a Participant who chooses payment on a
 Specified Date will choose a month, year or quarter (as applicable) only, and
 payment will be made on the applicable date elected in (A), (B) or (C) above
 that falls within such month, year or quarter elected by the Participant.) 








	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The commencement of
 distributions pursuant to the events elected in Section 1.07(a)(1) and
 Section 1.07(a)(3) shall be modified by application of the following:








	
 

	
 

	
 

	
 


	
 

	
(A)
 o

	
 

	
Separation from Service
 Event Delay – Separation from Service will be treated as not having occurred
 for ____ months after the date of such event.


	
 

	
 

	
 

	
 


	
 

	
(B)
 o

	
 

	
Plan Level Delay – all
 distribution events (other than those based on Specified Date or Specified
 Age) will be treated as not having occurred for ____ days (insert number of
 days but not more than 30).








	
 

	
 

	
 


	
 

	
(d)

	
Installment Frequency and
 Duration


	
 

	
 

	
 


	
 

	
 

	
If installments are
 available under the Plan pursuant to Section 1.07(a), a Participant shall be
 permitted to elect that the installments will be paid (Complete 1 and 2 below):








	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
at the following
 intervals:








	
 

	
 

	
 

	
 


	
 

	
(A)
 o

	
 

	
Monthly commencing on the
 day elected in Section 1.07(c)(1).


	
 


	
 

	
(B)
 o

	
 

	
Quarterly commencing on
 the day elected in Section1.07(c)(1) (with payments made at three-month
 intervals thereafter).


	
 


	
 

	
(C)
 þ

	
 

	
Annually commencing on the
 day elected in Section 1.07(c)(1).








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 9

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
over the following term(s)
 (Complete either (A) or (B)):








	
 

	
 

	
 

	
 


	
 

	
(A)
 þ

	
 

	
Any term of whole years
 between 2 (minimum of 1) and 5 (maximum of 30).


	
 

	
 

	
 

	
 


	
 

	
(B)
 o

	
 

	
Any of the whole year
 terms selected below.








	
 

	
 

	
 

	
 

	
 

	
 


	
o 1

	
o 2

	
o 3

	
o 4

	
o 5

	
o 6


	
 

	
 

	
 

	
 

	
 

	
 


	
o 7

	
o 8

	
o 9

	
o 10

	
o 11

	
o 12


	
 

	
 

	
 

	
 

	
 

	
 


	
o 13

	
o 14

	
o 15

	
o 16

	
o 17

	
o 18


	
 

	
 

	
 

	
 

	
 

	
 


	
o 19

	
o 20

	
o 21

	
o 22

	
o 23

	
o 24


	
 

	
 

	
 

	
 

	
 

	
 


	
o 25

	
o 26

	
o 27

	
o 28

	
o 29

	
o 30








	
 

	
 


	
 

	
(Note: Only elect a term
 of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected
 above.) 








	
 

	
 

	
 


	
 

	
(e)

	
Conversion to Lump Sum








	
 

	
 

	
 

	
 


	
 

	
 

	
 o

	
Notwithstanding anything
 herein to the contrary, if the Participant’s vested Account at the time such
 Account becomes payable to him hereunder does not exceed $ ____ distribution of the
 Participant’s vested Account shall automatically be made in the form of a
 single lump sum at the time prescribed in Section1.07(c)(1).


	
 

	
 

	
 

	
 


	
 

	
(f)

	
Distribution Rules
 Applicable to Pre-effective Date Accruals


	
 

	
 

	
 

	
 


	
 

	
 

	
 o

	
Benefits accrued under the
 Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1)
 above are subject to distribution rules not described in Section 1.07(a)
 through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE
 ACCRUAL DISTRIBUTION RULES.








	
 

	
 


	
1.08

	
VESTING
 SCHEDULE








	
 

	
 

	
 

	
 


	
 

	
(a)

	
(1)

	
The Participant’s vested
 percentage in Matching Contributions elected in Section 1.05(b) shall be
 based upon the following schedule and unless Section 1.08(a)(2) is checked
 below will be based on the elapsed time method as described in Section
 7.03(b).








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Years
 of Service

	
 

	
 

	
Vesting %

	
 


	
 

	


	
 

	
 

	


	
 


	
 

	
0

	
 

	
 

	
100

	
 








	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
o   Vesting shall be based on
 the class year method as described in Section 7.03(c).


	
 

	
 

	
 

	
 


	
 

	
(b)

	
(1)

	
The Participant’s vested
 percentage in Employer Contributions elected in Section 1.05(c) shall be
 based upon the following schedule and unless Section 1.08(b)(2) is checked
 below will be based on the elapsed time method as described in Section
 7.03(b).








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 10

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 


	
Years
 of Service

	
 

	
Vesting%


	


	
 

	




	
0

	
 

	
0


	
1

	
 

	
0


	
2

	
 

	
0


	
3

	
 

	
20


	
4

	
 

	
40


	
5

	
 

	
60


	
6

	
 

	
80


	
7

	
 

	
100








	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
o   Vesting shall be based on the class year
 method as described in Section 7.03(c).


	
 

	
 

	
 

	
 


	
 

	
(c)

	
o

	
Years of Service shall
 exclude (Check one.):








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
o

	
for new plans, service
 prior to the Effective Date as defined in Section 1.01(b)(2)(A).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
o

	
for existing plans
 converting from another plan document, service prior to the original
 Effective Date as defined in Section 1.01(b)(2)(B).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(Note: Do not elect to
 apply this Section 1.08(c) if vesting is based only on the class year method.)








	
 

	
 

	
 

	
 


	
 

	
(d)

	
o

	
Notwithstanding anything
 to the contrary herein, a Participant will forfeit his Matching Contributions
 and Employer Contributions (regardless of whether vested) upon the occurrence
 of the following event(s):


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 ________________________________________________________________


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 ________________________________________________________________


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
(Note: Contributions with
 respect to Directors, which are 100% vested at all times, are subject to the
 rule in this subsection (d).)








	
 

	
 

	
 

	
 


	
 

	
(e)

	
A Participant will be 100%
 vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)):








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(1)

	
þ

	
Retirement eligibility is
the date the Participant attains age 65 and completes 5 Years of Service, as
defined in Section 7.03(b).  


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(2)

	
þ

	
Death.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(3)

	
þ

	
The date on which the
 Participant becomes disabled, as determined under Section 1.07(a)(2).








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 11

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(Note: Participants will
 automatically vest upon Change in Control if Section 1.07(a)(1)(G) is
 elected.)








	
 

	
 

	
 

	
 


	
 

	
(f)

	
o

	
Years of Service in
 Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the
 following employers:








	
 

	
 


	
1.09

	
INVESTMENT
 DECISIONS








	
 

	
 

	
 

	
 


	
 

	
A Participant’s Account
 shall be treated as invested in the Permissible Investments as directed by the
 Participant unless otherwise provided below:


	
 

	
 

	
 

	
 


	
 

	
 

	
 ____________________________________________________________________

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
 ____________________________________________________________________

	
 








	
 

	
 


	
1.10

	
ADDITIONAL
 PROVISIONS








	
 

	
 

	
 

	
 

	
 


	
 

	
The Employer may elect
 Option below and complete the Superseding Provisions Addendum to describe
 overriding provisions that are not otherwise reflected in this Adoption
 Agreement.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
þ

	
The Employer has completed
 the Superseding Provisions Addendum to reflect the provisions of the Plan
 that supersede provisions of this Adoption Agreement and/or the Basic Plan
 Document.








	
 

	
 

	
 


	
Plan Number: 44230

	
 

	
ECM
 NQ 2007 AA


	
(07/2007)

	
 

	
10/05/2008


	
 

	
 

	
 


	
 

	
Page
 12

	
 


	
 


	
 

	
©
 2007 Fidelity Management & Research Company

	
 













EXECUTION PAGE 

(Fidelity’s Copy)


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this ________day of
_______________, 20_______. 


	
 

	
 

	
 


	
 

	
Employer

	
 


	
 

	
 

	



	
 


	
 

	
By

	
 


	
 

	
 

	



	
 


	
 

	
Title

	
 


	
 

	
 

	









	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 13

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company

	
 














EXECUTION PAGE 

(Employer’s Copy)


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this ________day of
_______________, 20______. 


	
 

	
 

	
 


	
 

	
Employer

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
By

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title

	
 


	
 

	
 

	









	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 14

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company

	
 













AMENDMENT EXECUTION PAGE 

(Fidelity’s Copy)


	
 

	
 


	
Plan Name:

	
General Employment Enterprises,
 Inc. Executive Retirement Plan (the “Plan”)


	
 

	



	
 

	
 


	
Employer:

	
General Employment
 Enterprises, Inc.


	
 

	






(Note: These execution pages
are to be completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement. Attach the amended page(s)
of the Adoption Agreement to these execution pages.) 


          The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below: 


	
 

	
 


	
Section
 Amended

	
Effective
 Date


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 





          IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.


	
 

	
 

	
 


	
 

	
Employer:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Date:

	
 


	
 

	
 

	









	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 15

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company

	
 














AMENDMENT EXECUTION PAGE 

(Employer’s Copy)


	
 

	
 


	
Plan Name:

	
General Employment
 Enterprises, Inc. Executive Retirement Plan (the “Plan”)


	
 

	



	
 

	
 


	
Employer:

	
General Employment
 Enterprises, Inc. 


	
 

	






(Note: These execution pages
are to be completed in the event the Employer modifies any prior election(s) or
makes a new election(s) in this Adoption Agreement. Attach the amended page(s)
of the Adoption Agreement to these execution pages.) 



	
 

	
 


	
Section
 Amended

	
Effective
 Date


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 





          IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below. 


	
 

	
 

	
 


	
 

	
Employer:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 

	
 


	
 

	
Date:

	
 


	
 

	
 

	









	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 16

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company

	
 













ATTACHMENT A


Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


	
 

	
 


	
Plan Name:

	
General Employment
 Enterprises, Inc. Executive Retirement Plan (the “Plan”)


	
 

	









	
 


	



	
 


	



	
 


	



	
 


	



	
 


	



	
 


	



	
 


	


	








	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 17

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company

	
 













ATTACHMENT B


Re: SUPERSEDING PROVISIONS 
for


	
 

	
 


	
Plan Name:

	
General Employment
 Enterprises, Inc. Executive Retirement Plan (the “Plan”)


	
 

	









	
 

	
 


	
(a)

	
Superseding Provision(s) – The following provisions supersede other provisions
of this Adoption Agreement and/or the Basic Plan Document as described below: 





Notwithstanding anything to the contrary in section 1.08 (b) (1), Years
of Service for vesting purposes shall exclude service in calendar years prior
to the participant’s plan entry date. And notwithstanding the forgoing, Herbert
F. Imhoff, Jr. shall be 100% vested in Employer Contributions at all times.


	
 

	
 

	
 


	
Plan Number: 44230
(07/2007)

	
 

	
ECM NQ 2007 AA
10/05/2008


	
 

	
 

	
 


	
 

	
Page 18

	
 


	
 


	
 

	
© 2007 Fidelity Management & Research Company