LITTELFUSE, INC. SUPPLEMENTAL
RETIREMENT AND SAVINGS PLAN
(For use with the Basic Plan
Document)
Effective January 1,
2010
LITTELFUSE, INC. SUPPLEMENTAL
RETIREMENT AND SAVINGS PLAN
ADOPTION AGREEMENT
The
undersigned Littelfuse, Inc. (“Employer”) by
execution of this Adoption Agreement hereby establishes the
Littelfuse, Inc. Supplemental Retirement and Savings Plan
(“Plan”) consisting of the Nonqualified Deferred
Compensation Plan Basic Plan Document (“Basic Plan
Document”), this Littelfuse, Inc. Supplemental Retirement and
Savings Plan Adoption Agreement (“Adoption Agreement”)
and all other Exhibits and documents to which they refer. The
Employer makes the following elections concerning this Plan. All
capitalized terms used in the Adoption Agreement have the same
meaning given in the Basic Plan Document. References to
“Section” followed by a number in this Adoption
Agreement are references to the Basic Plan Document.
ERISA/Code
Plan Type : The Employer
establishes this Plan as ( choose one of (a) or (b)
):
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(a)
Nonqualified Deferred Compensation Plan . An unfunded
nonqualified deferred compensation plan which is ( choose only
one of (i), (ii), (iii) or (iv) ):
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(i)
Excess benefit plan . An “excess benefit plan”
under ERISA §3(36) and exempt from Title I of
ERISA.
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(ii) Top-hat plan . A
“SERP” or other plan primarily for a “select
group of management or highly compensated employees” under
ERISA and partially exempt from Title I of ERISA.
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(iii) Contractors only . A
plan benefiting only Contractors (non-Employees) and exempt from
Title I of ERISA.
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(iv) Church plan . A church
plan as described in Code §414(e) and ERISA §3(33) and
maintained by a church or church controlled organization under Code
§3121(w)(3).
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(b)
Ineligible 457 Plan . An ineligible 457 Plan subject to Code
§457(f). The Employer is ( choose only one of (i),
(ii) or (iii) ):
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(i)
Governmental Plan . A State.
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(ii) Tax-Exempt Plan . A
Tax-Exempt Organization. The Plan is intended to be a
“top-hat” plan or an excess benefit plan as described
in (a)(ii) and (a)(ii) above or the Plan benefits only
Contractors.
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(iii) Church plan . A church
plan as described in Code §414(e) and ERISA §3(33) but
which is not maintained by a church or church controlled
organization under Code §3121(w)(3).
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Note: If the
Employer elects (a)(i), the Plan benefits only Employees. If the
Employer elects (a)(ii), the Plan generally may not benefit
Contractors based on the “primarily” requirement. If
the Employer elects (a)(iii), the Plan benefits only Contractors.
If the Employer elects (a)(iv), (b)(i), or (b)(iii) the Plan may
benefit Employees and Contractors. If the Employer elects (b)(ii),
the plan is either a top-hat plan, an excess benefit plan or
benefits only Contractors.
409A Plan
Type : The Employer
establishes this Plan ( choose one of (a) or (b)
):
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(a)
Account Balance Plan . As the following type(s) of Account
Balance Plan(s) under Section 1.02 ( choose one of (i),
(ii) or (iii) ):
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(i)
Elective Deferral Account Balance Plan . See
Section 2.02.
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(ii) Employer Contribution
Account Balance Plan . See Sections 2.03 and
2.04.
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(iii) Both . Both an Elective
Deferral Account Balance Plan and an Employer Contribution Account
Balance Plan.
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Note: For
purposes of aggregation under Section 1.05, a Separation Pay
Plan based only on Voluntary Separation from Service is treated as
an Account Balance Plan. Nevertheless, if the Employer maintains
this Plan as any type of Separation Pay Plan, the Employer should
elect (b) below.
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(b)
Separation Pay Plan . As the following type(s) of Separation
Pay Plan(s) under Section 1.42 ( choose one of (i) through
(iv) ):
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(i)
Involuntary Separation .
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(ii) Window Program
.
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(iii) Voluntary Separation
.
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(iv) Combination :
( specify
)
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Note: Under
a Separation Pay Plan, the Employer must limit its payment election
to Separation from Service or death. Electing death as a separate
payment event would permit a different payment election for death
versus any other Separation from Service. Separation from Service
may also result from Disability.
Uniformity
or Nonuniformity : The
nonuniformity provisions described in the Preamble to the Basic
Plan Document ( choose one of
(a) or (b) ):
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(a)
Do not apply . All Adoption Agreement elections and Plan
provisions apply to all Participants.
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(b)
Apply . See Exhibit A to the Adoption
Agreement.
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1.11
Change in Control . Change in Control means ( choose
(a) or choose one of (b), (c) or (d) ):
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(a)
Not applicable . Change in Control does not apply for
purposes of this Plan.
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(b)
All events . Change in Control means all events under
Section 1.11.
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(c)
Limited events . Change in Control means only the following
events under Section 1.11 ( choose one or two of (i),
(ii) and (iii) ):
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(i) Change in ownership of the
Employer.
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(ii) Change in the effective
control of the Employer.
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(iii) Change in the ownership
of a substantial portion of the Employer’s assets.
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Note: The
Employer may not use the blank in (d) to specify events not
described in Treas. Reg. §1.409A-3(i)(5). However, the
Employer may increase the percentages required to trigger a Change
in Control under one or all three of the listed
events.
1.15
Compensation . The Employer makes the following
modifications to the “gross W-2” definition of
Compensation ( choose (a) or at least one of (b) —
(e) ):
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(a)
No modifications .
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(b)
Net Compensation . Exclude all elective deferrals to other
plans of the Employer described in Section 1.15.
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(c)
Base Salary only . Exclude all Compensation other than Base
Salary.
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(d)
Bonus only . Exclude all Compensation other than
Bonus.
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(e) ( Specify ): “
Compensation” shall have the same meaning as under the
Littelfuse, Inc. 401(k) Retirement and Savings Plan,
notwithstanding any annual limitation prescribed by
Section 401(a)(17) of the Internal Revenue Code, as
amended.
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Note: See
Section 1.15(B) as to Contractor Compensation.
1.17
Disability . Disability means ( choose one of (a) or
(b) ):
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(a)
All impairments . All impairments constituting
Disability.
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(b)
Limited . Only the following impairments constituting
Disability: an impairment that has been determined to qualify as
a Disability under the Littelfuse, Inc. 401(k) Retirement and
Savings Plan .
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1.20
Effective Date . The effective date of the Plan is (
choose one of (a) or (b) ):
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(a)
New Plan . This Plan is a new Plan and is effective
January 1, 2010 .
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Note: The
effective date should be no earlier than January 1,
2008.
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(b)
Restated Plan . This Plan is a restated Plan and is restated
effective as of January 1, 2008. The Plan is restated to
comply with Code §409A. The Plan was originally effective
.
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Note: If the
Plan (whether or not in written form) was in effect before
January 1, 2008, the Plan is a restated Plan.
1.38
Plan Name . The name of the Plan as adopted by the Employer
is: Littelfuse, Inc. Supplemental Retirement and Savings
Plan .
1.39
Retirement Age . A Participant’s Retirement Age under
the Plan is ( choose only one of (a)-(d) ):
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(a)
Not applicable . Retirement Age does not apply for purposes
of this Plan.
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(b)
Age . The Participant’s attainment of age: 65
.
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(c)
Age and service . The Participant’s attainment of age
with
Years of Service (defined under 1.57) with the Employer.
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4
1.40
Separation from Service . In determining whether a
Participant has incurred a Separation from Service under the Plan (
choose one or both or (a) and (b) ):
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(a)
Determination of “Employer.” In determining the
“Employer” under Section 1.40(E) and Code
§§414(b) and (c), apply the following percentage:
( specify percentage ).
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Note: The
specified percentage may not be more than 80% and may not be less
than 20%. If the percentage is less than 50%, there must be
legitimate business criteria.
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(b)
Collectively Bargained Multiple Employer Plan . Under
Section 1.40(H), the following reasonable definition of
Separation from Service applies:
( specify ).
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1.44
Specified Employees-Elections . The Employer makes the
following elections relating to the determination of Specified
Employees ( choose (a) or choose one or more of (b)-(e)
):
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(a)
Not applicable . The Employer does not have any Specified
Employees or none which benefit under the Plan.
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(b)
Alternative Code §415 Compensation . The Employer
elects the following alternative definition of Code §415
Compensation:
(
specify ).
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(c)
Alternative Specified Employee identification date . The
Employer elects the following alternative Specified Employee
identification date:
( specify ).
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(d)
Alternative Specified Employee effective date . The Employer
elects the following alternative Specified Employee effective date:
(
specify ).
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(e)
Other elections . The Employer makes the following other
elections relating to Specified Employees:
( specify ).
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Note: See
Treas. Reg. 1.409A-1(i)(8) as to uniformity requirements affecting
the above Specified Employee elections.
1.51
Unforeseeable Emergency. Unforeseeable Emergency means ( choose
(a) or choose one of (b) or (c) ):
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(a)
Not applicable . Unforeseeable Emergency does not apply for
purposes of this Plan.
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(b)
All events . All events constituting Unforeseeable
Emergency.
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(c)
Limited . Only the following events constituting
Unforeseeable Emergency:
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1.56
Wraparound Election . The Plan ( choose one of
(a) or (b) ) :
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(a)
Permits . Permits Participants who participate in a 401(k)
plan of the Employer to make Wraparound Elections.
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(b)
Not permitted . Does not permit Wraparound Elections (or the
Employer does not maintain a 401(k) plan covering any
Participants).
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1.57
Year of Service . The following apply in determining credit
for a Year of Service under the Plan ( choose (a) or choose
one or more of (b) — (e) ):
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(a)
Not applicable . Year of Service does not apply for purposes
of this Plan.
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(b)
Year of continuous service . To receive credit for one Year
of Service, the Participant must remain in continuous employment
with the Employer (or render contract service to the Employer) for
the Participant’s entire Taxable Year.
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(c)
Service on any day . To receive credit for one Year of
Service, the Participant only need be employed by the Employer (or
render contract service to the Employer) on any day of the
Participant’s Taxable Year.
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(d)
Pre-Plan service . The Employer will treat service before
the Plan’s Effective Date for determining Years of Service as
follows ( choose one of (i) or (ii) ):
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(i)
Include .
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(ii) Disregard .
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2.01
Participant Designation . The Employer designates the
following Employees or Contractors as Participants in the Plan (
choose one of (a), (b) or (c) ):
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(a)
All top-hat Employees . All Employees whom the Employer from
time to time designates in writing as part of a select group of
management or highly compensated employees.
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(b)
All Employees with maximum qualified plan additions or
benefits . All Employees who have reached or will reach their
limit under Code §§415(b) or (c) in the
Employer’s qualified plan for the Taxable Year or for the 415
limitation year ending in the Taxable Year.
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(c)
Specified Employees/Contractors by name, job title or
classification : Effective each January 1, those
management Employees with base salaries equal to or greater than
$125,000 per year, as modified from time to time by the
Employer’s Retirement Plan Committee (or, if none, the Board
of Directors of the Employer) .
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Note: An
Employer might elect (c) and reference Exhibit B to
maintain confidentiality within the workforce as to the identity of
some or all Participants.
2.02
Elective Deferrals . Elective Deferrals by Participants are
( choose one of (a), (b) or (c) ):
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(a)
Permitted . Participants may make Elective
Deferrals.
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(b)
Not permitted . Participants may not make Elective
Deferrals.
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(c)
Frozen Elective Deferrals . The Plan does not permit
Elective Deferrals as of:
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6
2.02(A)
Amount limitation/conditions . A Participant’s
Elective Deferrals for a Taxable Year are subject to the following
amount limitation(s) or other conditions ( choose (a) or
choose at least one of (b) — (d) ):
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(a)
No limitation .
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(b)
Maximum Elective Deferral amount :
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(c)
Minimum Elective Deferral amount :
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(d)
( Specify ): Minimum Elective Deferral amount of 1% of
Compensation and maximum Elective Deferral amount of 90% of
Compensation or such lower amount as to any particular type of
Compensation as designated by the Employer on the annual election
form .
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2.02(B)
Election timing . A Participant must provide the Elective
Deferral election under Section 2.02 to the Employer (
choose one of (a) or (b) ):
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(a)
By the deadline . No later than the applicable election
deadline under Section 2.02(B).
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(b)
Specified date . No later than
days before the applicable election deadline under
Section 2.02(B).
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2.02(B)(6)
Final payroll period . The Plan treats final payroll period
Compensation under Section 2.02(B)(6) as ( choose one of
(a) or (b) ):
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(a)
Current Year . As Compensation for the current Taxable Year
in which the payroll period commenced.
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(b)
Subsequent Year . As Compensation for the subsequent Taxable
Year in which the Employer pays the Compensation.
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2.02(C)
Election changes/Irrevocability . A Participant who makes an
Elective Deferral election before the applicable deadline under
Section 2.02(B) ( choose one of (a) or (b)
):
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(a)
May change . May change the election until the applicable
election deadline.
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(b)
May not change . May not change the election as to the first
Taxable Year to which the election applies.
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Note: A
payment election under Section 4.02(A) or (B) is a
separate election which is not controlled by this
Section 2.02(C). See
Section 4.06(B).
2.02(D)
Election duration . A Participant’s Elective Deferral
election ( choose one of (a) or (b) ):
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(a)
Taxable Year only . Applies only to the Participant’s
Compensation for the Taxable Year for which the Participant makes
the election.
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(b)
Continuing . Applies to the Participant’s Compensation
for all Taxable Years, commencing with the Taxable Year for which
the Participant makes the election, unless the Participant makes a
new election or revokes or modifies an existing
election.
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2.03
Nonelective Contributions . During each Taxable Year the
Employer will contribute a Nonelective Contribution for each
Participant equal to ( choose (a) or (f) or choose one
or more of (b) — (e) ):
7
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(a)
None . The Employer will not make Nonelective Contributions
to the Plan.
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(b)
Fixed percentage .
% of the
Participant’s Compensation.
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(c)
Fixed dollar amount . $
per
Participant.
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(d)
Discretionary . Such Nonelective Contributions (or
additional Nonelective Contributions) as the Employer may elect,
including zero.
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(e)
( Specify ): 60 Point Group Contribution. For each
calendar year, the Employer shall make a Nonelective Contribution
to the Account of each of those Participants who are “60
Point Group” participants under the Littelfuse, Inc. 401(k)
Retirement and Savings Plan (the “401(k) Plan”) (as
defined therein) equal to 5% of that portion of the
Participant’s Compensation in excess of the annual
compensation limit under Section 401(a)(17) of the Internal
Revenue Code, as amended, for such calendar year. In all events,
the sum of the Nonelective Contribution made to a Participant under
this Plan, if any, and the “60 Point Group” nonelective
contribution made to a Participant under the 401(k) Plan for a
calendar year shall not exceed 5% of the Participant’s total
Compensation for the calendar year.
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(f)
Frozen Nonelective Contributions . The Employer will not
make any Nonelective Contributions as of:
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2.04
Matching Contributions . During each Taxable Year, the
Employer will contribute a Matching Contribution equal to (
choose (a) or (i) or choose one or more of (b) —
(h) ):
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(a)
None . The Employer will not make Matching Contributions to
the Plan.
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(b)
Fixed match-flat . An amount equal to
of each Participant’s
Elective Deferrals for each Taxable Year.
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(c)
Fixed match-tiered . An amount equal to the following
percentages for each specified level of a Participant’s
Elective Deferrals or Years of Service for each Taxable
Year:
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Elective
Deferrals
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Matching
Percentage
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%
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%
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%
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%
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Note:
Specify Elective Deferrals subject to match as a percentage of
Compensation or a dollar amount.
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Years of
Service
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Matching
Percentage
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%
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%
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%
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%
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(d)
No other caps . The Employer in applying the Matching
Contribution formula under 2.04(b) or (c) above will not limit
the Participant’s Elective Deferrals taken into account
(except as indicated above) and otherwise will not limit the amount
of the match.
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(e)
Limit on Elective Deferrals matched . The Employer in making
Matching Contributions will disregard a Participant’s
Elective Deferrals exceeding % (specify percentage or
dollar amount of Compensation) for the Taxable Year.
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(f)
Limit on matching amount . The Matching Contribution for any
Participant for a Taxable Year may not exceed:
( specify percentage or dollar
amount of Compensation ).
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(g)
Discretionary . Such Matching Contributions as the Employer
may elect, including zero.
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(h)
( Specify ): Safe Harbor Enhanced Matching
Contribution. For each calendar year, the Employer shall
make a Matching Contribution to the Account of each of those
Participants who are participants in the Littelfuse, Inc. 401(k)
Retirement and Savings Plan (the “401(k) Plan”) equal
to 100% of the first 4% of the Participant’s Compensation in
excess of the annual compensation limit under
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, for such calendar year, that is deferred by the
Participant to this Plan. In all events, the sum of the Participant
Safe Harbor Enhanced Matching Contribution under this Plan, if any,
and the “ADP Safe Harbor Enhanced Matching
Contribution” under the 401(k) Plan for a calendar year shall
not exceed 4% of the Participant’s total Compensation for the
calendar year .
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(i)
Frozen Matching Contributions . The Employer will not make
any Matching Contributions as of:
.
|
2.05
Actual or Notional Contribution . The Employer’s
Contributions will be ( choose one of (a) or (b) and choose
(c) as applicable ):
|
o
|
|
(a)
Actual . Made in cash or property to Participant Accounts or
to the Trust.
|
|
|
|
|
|
þ
|
|
(b)
Notional . Credited to Participant Accounts only as a
bookkeeping entry.
|
|
|
|
|
|
o
|
|
(c)
( Specify ):
.
|
2.06
Allocation Conditions . To receive an allocation of Employer
Contributions, a Participant must satisfy the following conditions
during the Taxable Year ( choose (a) or choose one or both
of (b) and (c) ):
|
o
|
|
(a)
No allocation conditions .
|
|
|
|
|
|
þ
|
|
(b)
Year of continuous service . The Participant must remain in
continuous employment with the Employer (or render contract service
to the Employer) for the entire Taxable Year.
|
|
|
|
|
|
o
|
|
(c)
( Specify ):
.
|
ARTICLE III
VESTING AND SUBSTANTIAL RISK OF FORFEITURE
3.01
Vesting Schedule/Other Substantial Risk of Forfeiture . The
following vesting schedule or other Substantial Risk of Forfeiture
applies to a Participant’s Accrued Benefit ( choose
(a) or choose one or more of (b) — (f) ):
|
o
|
|
(a)
Not applicable . The Plan does not apply a vesting schedule
or other Substantial Risk of Forfeiture.
|
|
|
|
|
|
þ
|
|
(b)
Immediate vesting . 100% Vested at all times with respect to
the entire Accrued Benefit.
|
|
|
|
|
|
o
|
|
(c)
Immediate vesting (Elective Deferrals)/vesting schedule
(Employer Contributions) . A Participant’s Elective
Deferral Account is 100% Vested at all times. A Participant’s
Nonelective Contributions Account and Matching Contributions
Account is subject to the following vesting schedule:
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of
Service
|
|
|
|
Vesting %
|
|
|
|
|
|
|
or
less
|
|
|
0%
|
|
|
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
%
|
|
|
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
or
more
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
o
|
|
(d)
Vesting schedule — entire Accrued Benefit . The
Participant’s entire Accrued Benefit is subject to the
following vesting schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years of
Service
|
|
|
|
Vesting %
|
|
|
|
|
|
|
or
less
|
|
|
0%
|
|
|
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
%
|
|
|
|
|
|
|
|
|
|
%
|
|
|
|
|
|
|
or
more
|
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
þ
|
|
(e)
Vesting schedule — class year or all years . The
Plan’s vesting schedule applies as follows ( Choose one of
(i) or (ii) ):
|
|
|
þ
|
|
(i)
Class year . Apply the vesting schedule separately to the
Deferred Compensation for each Taxable Year.
|
|
|
|
|
|
|
|
o
|
|
(ii) All years . Apply the
vesting schedule to all Deferred Compensation based on all Years of
Service.
|
|
o
|
|
(f)
Other Substantial Risk of Forfeiture . ( Specify ):
.
|
Note: An
Employer may elect both a vesting schedule and an additional
Substantial Risk of Forfeiture. In such event, a Participant
failing to satisfy the conditions resulting in a Substantial Risk
of Forfeiture will forfeit his/her Account, even if 100% Vested
under any vesting schedule. If the Plan is an Ineligible 457 Plan,
the Employer must specify a Substantial Risk of Forfeiture, which
may be a vesting schedule provided that under any
“graded” vesting schedule, an Ineligible 457 Plan
Participant will be taxed as and when each portion of his/her
Deferred Compensation vests.
3.02
Immediate Vesting upon Specified Events . A
Participant’s entire Accrued Benefit is 100% Vested without
regard to Years of Service if the Participant’s Separation
from Service with the Employer on or following or as a result of (
choose (a) or choose one or more of (b) — (e)
):
|
o
|
|
(a)
Not Applicable .
|
|
|
|
|
|
þ
|
|
(b)
Retirement Age . On or following Retirement Age.
|
|
|
|
|
|
þ
|
|
(c)
Death . As a result of death.
|
|
|
|
|
|
þ
|
|
(d)
Disability . As a result of Disability.
|
|
|
|
|
|
o
|
|
(e)
( Specify ):
.
|
10
Note: An
early vesting provision generally does not result in prohibited
acceleration of benefits under Code §409A. See
Section 4.03(C).
3.03
Application of Forfeitures . The Employer will ( choose
only one of (a) — (d) ):
|
o
|
|
(a)
Not Applicable . Not apply any provision regarding
allocation of forfeitures since there are no Plan
forfeitures.
|
|
|
|
|
|
þ
|
|
(b)
Retain . Keep all forfeitures for the Employer’s
account.
|
|
|
|
|
|
o
|
|
(c)
Allocate . Allocate (in the year in which the forfeiture
occurs) any forfeiture to the Accounts of the remaining
(nonforfeiting) Participants, in accordance with one of the
following methods ( choose only one ):
|
|
|
o
|
|
(i)
Per Compensation . In the same ratio each
Participant’s Compensation for the Taxable Year bears to the
total Compensation of all Participants sharing in the forfeiture
allocation for the Taxable Year.
|
|
|
|
|
|
|
|
o
|
|
(ii) Per Account balances .
In the same ratio each Participant’s Account balance at the
beginning of the Taxable Year bears to the total Account balances
of all Participants sharing in the forfeiture allocation for the
Taxable Year.
|
Note: If the
Employer elects to create the Trust under Section 5.03, the
Employer should coordinate its forfeiture application elections
with the provisions of the Trust.
ARTICLE IV
BENEFIT PAYMENTS
4.01
Payment Events/Elections . The Plan payment events are (
choose one or more of (a) through (i) as
applicable ):
Note: The
Employer must elect the Plan permitted payment events. The Employer
may elect all of the 409A permitted events or limit the payment
events, but the Employer must elect at least one payment event. If
the Plan permits initial payment elections, change payment
elections, or both, as to any or all of the Plan permitted payment
events, the Employer should elect 4.01(d)(iv), (e)(ii) and (i) as
applicable. The Employer also should elect under 4.02(A) and
4.02(B) as to who has election rights and to specify any
limitations on such rights. If the Plan will not offer any initial
or change payment elections, the Employer should not elect
4.01(d)(iv), (e)(ii) or (i). If the Plan will not offer any initial
payment elections the Employer also should elect 4.02(A)(a). If the
Plan will not offer change payment elections, the Employer also
should elect 4.02(B)(a).
|
þ
|
|
(a)
Separation from Service .
|
|
|
|
|
|
þ
|
|
(b)
Death .
|
|
|
|
|
|
o
|
|
(c)
Disability .
|
|
|
|
|
|
þ
|
|
(d)
Specified Time . The Plan permits payment to a Participant
at a Specified Time ( choose one of (i)- (iv) ):
|
|
|
o
|
|
(i)
Forfeiture Lapse . At the time that the Deferred
Compensation no longer is subject to a Substantial Risk of
Forfeiture.
|
11
|
|
o
|
|
(ii) Stated Age . Upon
attainment of age:
( specify age ).
|
|
|
|
|
|
|
|
o
|
|
(iii) ( Specify ): On:
(e.g., January 1, 2015).
|
|
|
|
|
|
|
|
þ
|
|
(iv) Election . In accordance
with a Participant or Employer election under 4.02(A) or
(B).
|
Note: The
Employer must approve any Participant payment election. See
Section 4.06. Payment at a Specified Time will be a lump-sum
payment.
|
o
|
|
(e)
Fixed Schedule . The Plan Permits payment to a Participant
in accordance with the following Fixed Schedule ( choose one
of (i) or (ii) ):
|
|
|
o
|
|
(i)
Schedule :
.
|
|
|
|
|
|
|
|
o
|
|
(ii) Election . In accordance
with a Participant or Employer election under 4.02(A) or
(B).
|
Note: The
Employer must approve any Participant payment election. See
Section 4.06. Payment pursuant to a Fixed Schedule will be
installments or an annuity commencing at a specific
time.
|
þ
|
|
(f)
Change in Control . The Plan permits payment to a
Participant based on a Change in Control.
|
|
|
|
|
|
þ
|
|
(g)
Unforeseeable Emergency . The Plan permits payment to a
Participant who has an Unforeseeable Emergency.
|
|
|
|
|
|
o
|
|
(h)
( Specify ):
( e.g ., based on Unforeseeable Emergency, but only as the
Elective Deferral Accounts).
|
Note: The
Employer in (h) may modify any of (a)-(g) but only if such
modifications are consistent with Code §409A.
|
|
þ
|
|
(i)
Election . As to 4.01 (a), (b), (c), (f), (g) and/or
(h), in accordance with a Participant or Employer election under
4.02(A) or (B).
|
Note: The
Employer must approve any Participant payment election. See
Section 4.06.
4.01(E)
Contractor deemed Separation from Service . In making any
payment to a Contractor based on Separation from Service, the Plan
(c hoose (a) or choose one of (b) or (c)
):
|
þ
|
|
(a)
Not applicable . Only Employees are Participants in the
Plan.
|
|
|
|
|
|
o
|
|
(b)
Applies deemed Separation from Service . Applies the deemed
Separation from Service provisions of
Section 4.01(E).
|
|
|
|
|
|
o
|
|
(c)
Does not apply . Does not apply the deemed Separation from
Service provisions of Section 4.01(E).
|
4.02
Timing, Form and Medium of Payment/Elections . The Plan will
pay a Participant’s Vested Accrued Benefit as follows (
complete (a), (b) and (c) ):
(a)
Timing . Payment will commence or be made ( choose only
one of (i) — (vi) ):
12
|
|
o
|
|
(i)
30 days . On a date which is 30 days following the
payment event, unless otherwise made at a Specified Time or in
accordance with a Fixed Schedule.
|
|
|
|
|
|
|
|
þ
|
|
(ii) 90 days . On a date
which is within 90 days following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed
Schedule.
|
Note: A
Participant may not designate the Taxable Year of Payment under
(a)(ii).
|
|
o
|
|
(iii) 6 months . On a
date that is 6 months following the payment event, unless
otherwise made at a Specified Time or in accordance with a Fixed
Schedule.
|
|
|
|
|
|
|
|
þ
|
|
(iv) Specified Time/Fixed
Schedule . At the Specified Time under Section 4.01(d) or
pursuant to the Fixed Schedule under
Section 4.01(e).
|
|
|
|
|
|
|
|
o
|
|
(v)
( Specify ):
.
|
|
|
|
|
|
|
|
þ
|
|
(vi) Election . In accordance
with a Participant or Employer election under Sections 4.02(A) or
(B).
|
Note: The
Employer must approve any Participant payment election. See
Section 4.06(C).
Note: See
Section 4.01(D) as to restrictions on timing of payments to
Specified Employees.
|
|
(b)
|
|
Form . The Plan will make payment in the
form of ( choose one or more of (i) — (v)
):
|
|
|
|
|
|
|
|
þ
|
|
(i)
Lump-sum . A single payment.
|
|
|
|
|
|
|
|
þ
|
|
(ii) Installments . In
installments as follows: 5 annual installments .
|
|
|
|
|
|
|
|
o
|
|
(iii) Annuity . An immediate
annuity contract.
|
|
|
|
|
|
|
|
o
|
|
(iv) ( Specify ):
.
|
|
|
|
|
|
|
|
þ
|
|
(v)
Election . In accordance with a Participant or Employer
election under Sections 4.02(A) or (B).
|
Note: The
Employer must approve any Participant payment election. See
Section 4.06.
|
|
(c)
|
|
Medium . The form of payment will be (
choose only one of (i) — (iv) ):
|
|
|
|
|
|
|
|
þ
|
|
(i)
Cash only .
|
|
|
|
|
|
|
|
o
|
|
(ii) Property only
.
|
|
|
|
|
|
|
|
o
|
|
(iii) Property or cash (or
both).
|
|
|
|
|
|
|
|
o
|
|
(iv) Election . In accordance
with a Participant or Employer election under 4.02(A) or
(B).
|
Note: The
Employer must approve all Participant payment elections. See
Section 4.06.
Note: A
choice between cash or property is not subject to Code §409A.
See Treas. Reg. §1.409A-2(a)(1). The Plan treats this election
as not being subject to the timing rules applicable to payment
elections.
13
4.02(A)
Initial payment elections . The Plan ( choose only one of
(a) — (d) ):
|
o
|
|
(a)
No initial payment elections . The Plan and Adoption
Agreement specify the payment events and the timing, form and
medium of payment. If there are multiple payment events, the Plan
will make payment based on the earliest event to occur except as
follows:
( indicate no exceptions or specify sequencing ).
|
|
|
|
|
|
þ
|
|
(b)
Participant initial payment election . Permits a Participant
initially to elect the payment event and the timing, form and
medium of payment of his/her Deferred Compensation in accordance
with Section 4.02(A) ( choose only one of (i) or
(ii) ):
|
|
|
þ
|
|
(i)
All Accounts . The Plan applies a Participant’s
elections to all of the Participant’s Accounts under the
Plan.
|
|
|
|
|
|
|
|
o
|
|
(ii) Elective Deferral
Account . The Plan applies a Participant’s elections only
to the Participant’s Elective Deferral Account. The Employer
will make all payment elections as to Nonelective and Matching
Contribution Accounts.
|
Note: A
Participant must elect a payment event from those which the
Employer has elected under 4.01 above, unless the Employer has
permitted a Participant to elect the 409A permissible payment
events. A Participant in his/her election form may limit the
payment election to Compensation Deferred at the time of the
election or also may apply the payment election to all future
Deferred Compensation.
|
o
|
|
(c)
Employer initial payment election . Permits the Employer
(and not the Participant) initially to elect the payment events and
the timing, form and medium of payment of all Participant Accounts
in accordance with Section 4.02(A).
|
|
|
|
|
|
o
|
|
(d)
( Specify ):
( e.g ., the Participant may make an election only as to the
Participant’s Grandfathered Amounts).
|
Note: If a
Participant or the Employer does not make an initial payment
election, see Sections 4.01(B) and 4.02(A)(5).
4.02(B)
Change payment elections . The Plan ( choose only one of
(a) or (b); choose (c) if (b) applies and choose
(d) if applicable ):
Note: Even
if the Employer under 4.02(A) (a) elects not to permit any
Participant or Employer initial payment elections, the Plan under
Section 4.02(A)(1)treats a Plan designation of the payment
events and of the timing, form and medium of payment as an initial
election for purposes of applying any change election the Plan
permits.
|
o
|
|
(a)
Change payment elections not permitted . Does not permit a
Participant, a Beneficiary or the Employer to make a change payment
election in accordance with Section 4.02(B).
|
|
|
|
|
|
þ
|
|
(b)
Permits change payment elections . Permits changes payment
elections or changes to a change payment elections in accordance
with Section 4.02(B) and as follows ( choose one or more of
(i) -(iv) ):
|
|
|
þ
|
|
(i)
Participant election . Permits a Participant to make change
payment elections.
|
|
|
|
|
|
|
|
o
|
|
(ii) Employer election .
Permits the Employer to make change payment elections.
|
|
|
|
|
|
|
|
o
|
|
(iii) Beneficiary election .
Permits a Beneficiary following the Participant’s death to
make change payment elections.
|
14
|
|
o
|
|
(iv) ( Specify ):
( e.g ., a Beneficiary may make a change payment election
only if the Participant had the right to do so, OR a Participant
may make a change payment election only after attaining age
60).
|
|
þ
|
|
(c)
Limit on number of change payment elections . The number of
change payment elections (as to any initial payment election) that
a Participant, a Beneficiary or the Employer (as applicable) may
make is ( choose one of (i) or (ii) ):
|
|
|
þ
|
|
(i)
Unlimited . Not limited except as required under
Section 4.02(B).
|
|
|
|
|
|
|
|
o
|
|
(ii) Limited . Limited to:
( specify number ).
|
|
o
|
|
(d)
( Specify ):
( e.g ., permits
change payment elections only as to Elective Deferral
Account).
|
4.02(B)(3)(b)
Installment payments . The Plan under
Section 4.03(B)(3)(b) for purposes of application of the
change payment election provisions treats an installment payment as
a ( choose one of (a), (b) or (c) ):
|
o
|
|
(a)
Single payment .
|
|
|
|
|
|
þ
|
|
(b)
Series of payments .
|
|
|
|
|
|
o
|
|
(c)
Treatment for 2005 through 2007 . For the period spanning
2005 through 2007, treat installments as ( choose one of
(i) or (ii) ):
|
|
|
o
|
|
(i)
Single payment .
|
|
|
|
|
|
|
|
o
|
|
(ii) Series of payments
.
|
Note: If the
Plan is a restated Plan, and the Employer otherwise before
January 1, 2008, did not make a written designation regarding
the treatment of installment payments, the Employer in (c) may
elect to apply a different election for the period spanning 2005
through 2007, than applies after 2007 under (a) or (b). See
Treas. Reg. 1.409A-2(b)(2)(iv).
|
o
|
|
(d)
Not applicable . The Plan does not permit installment
payments.
|
4.06(B)
Election changes/Irrevocability . A Participant who makes an
initial payment election or a change payment election which the
Employer has accepted ( complete (a) and (b)
):
|
|
(a)
|
|
Initial payment elections
. ( choose one of
(i), (ii) or (iii) ):
|
|
|
|
|
|
|
|
þ
|
|
(i)
May change . May change the initial payment election as to
the Deferred Compensation to which the election applies, until the
applicable election deadline under 4.02(A)(2)(a). Any change to an
initial payment election made after the initial payment election
becomes irrevocable is a change payment election.
|
|
|
|
|
|
|
|
o
|
|
(ii) May not change . May not
change the initial election as to the Deferred Compensation to
which the election applies.
|
|
|
|
|
|
|
|
o
|
|
(iii) Not applicable . As
elected above, a Participant may not make an initial payment
election.
|
|
|
|
|
|
|
|
(b)
|
|
Change payment elections
. ( choose one of
(i), (ii) or (iii) ):
|
15
|
|
þ
|
|
(i)
May change . May change the change payment election as to
the Deferred Compensation to which the election applies. Where the
payment event is a Specified Time or a Fixed Schedule, the
Participant may change the election until the applicable deadline
under Section 4.02(B)(1)(a). Where the change payment election
relates to any other payment event (not a Specified Time or a Fixed
Schedule), the Participant must make the change within 30 days
following the Participant’s making of the change payment
election which the Participant seeks to change. Any change to a
change payment election made after the change payment election
becomes irrevocable is a new change payment election.
|
|
|
|
|
|
|
|
o
|
|
(ii) May not change . May not
change the change payment election as to the Deferred Compensation
to which the election applies.
|
|
|
|
|
|
|
|
o
|
|
(iii) Not applicable . As
elected above, a Participant may not make a change payment
election.
|
Note: An
Elective Deferral election under Section 2.02(C) is a separate
election which is not controlled by this election
4.06(B).
ARTICLE V
TRUST ELECTION AND INVESTMENTS
5.02
No Trust . The Employer by electing (a) or
(b) below does not create the Trust described in
Section 5.03. Section 5.02 applies. The Employer will
credit each Participant’s Account with ( choose one or
both of (a) or (b) ):
|
þ
|
|
(a)
Actual Earnings ( choose only one of (i) through
(iv) ):
|
|
|
o
|
|
(i)
Employer direction . As a result of the Employer’s
directed investment of the Account.
|
|
|
|
|
|
|
|
þ
|
|
(ii) Participant direction .
As a result of the Participant’s directed investment of
his/her own Account.
|
|
|
|
|
|
|
|
o
|
|
(iii) Participant direction over
Elective Deferrals . As a result of the Participant’s
directed investment of his/her own Elective Deferral Account, and
the Employer’s directed investment of the balance of the
Participant’s Account.
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o
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(iv) ( Specify ):
.
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o
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(b)
Notional Earnings . ( choose one or both of (i) or
(ii) ):
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o
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(i)
Fixed/floating interest . Interest at the rate of
and applied to ( choose only one of (A), (B) or (C)
):
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Note: use
blank to specify rate, fixed or floating with index, time interval,
simple or compounded interest, etc.
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o
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(A)
Total Account . The Participant’s entire
Account.
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o
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(B)
Deferrals only . The Participant’s Elective Deferral
Account, with the balance of the Account being subject to actual
investment as specified in 5.02(a).
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16
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