HomeMy WebLinkAboutDocumentation_Regular_Tab 13_11/10/2016 • • •
Memo
To: Michael R Couzzo, Jr., Village Manager
From: Merlene Reid, HR Director ,
Date: October 28, 2016
Re: 401(a) & 457(b) Retirement Plans — Contracts and Agreements required to effect
change from ICMA to Empower
i When the 401(a) plan was introduced for certified police personnel joining the Village effective
February 2013, the Village utilized the services of ICMA, our 457 lan rovider with
P p the
understanding that a competitive bidding process via a full RFP would be undertaken when the
401 a plan attained a creditable size. Montgomery Consultants were hired in February 2016 to
assist a Village appointed committee with the RFP and selection process for both the 401 a and
457 plans.
Requests for RFPs were sent out on April 1, 2016 and 8 responses were received at close of day
on May 2, 2016. On the recommendation of the consultants and based on a number of pre-set
criteria, Empower was selected from a field of 8 bids, inclusive of ICMA. Council approval is now
being sought in order to proceed with Empower taking over the Village's record keeping on
December 5, 2016, with the Village Manager authorized to execute the following agreements on
behalf of the Village.
401a 457 Descri Non
401 a Service Agreement 457 Service Agreement Agreement between the Village and
Empower for the recordkeeping and
the outsourcing senrices that
Em wer will rovide
401 a Custodial Agreement 457 Custodial Agreement Agreement between the Village and
Wells Fargo to be the Custodian of
the lans' assets
401a Group Annuity 457 Group Annuity Agreement between the Village and
Contract Contract Empower for the use of the
Guaranteed Interest Fund
401 a Plan Document 457 Plan Document Village's Plan Document which details
(Combined) (Combined) the plan's requirements and how it
• Base Plan Document • Base Plan Document operates
• Adoption Agreement • Adoption Agreement
• Loan olic
SECTION 401(a) CUSTODIAL ACCOUNT AGREEMENT
WITH WELLS FARGO BANK, N.A.
THIS SECTION 401(a) CUSTODIAL ACCOUNT AGREEMENT is made by and between the '
Village of Tequesta (herein "Employer"), and Wells Fargo Bank, National Association (herein "Custodian").
WHEREAS, Employer maintains a qualified Money purchase plan(s) (the "Plan(s)") under section
401(a) of the Internal Revenue Code.
WHEREAS, Employer desires to set aside Plan(s) assets to be held in a funded arrangement under
section 401(a) of the Internal Revenue Code maintained for the exclusive benefit of Plan(s) participants and
their beneficiaries.
WHEREAS, section 401(a) of the Internal Revenue Code provides that custodial accounts
described in secrion 401( fl of the Internal Revenue Code shall be treated as trusts pursuant to that section.
WHEREAS, Employer desires to engage the services of the Custodian to hold all assets and
income of the Plan(s) in a custodial account for the exclusive benefit of participants and their beneficiaries,
as defined in section 401( fl of the Internal Revenue Code.
WHEREAS, the Custodian is willing to act as custodian of the Plan(s) as set forth in section 401(a)
of the Internal Revenue Code to provide these services for the Plan(s) on the condition that Employer has
entered or is entering into a service agreement with Great-West Life & Annuity Insurance Company (herein
"Great-West") whereby Great-West will provide recordkeeping services for all Plan(s) assets held pursuant
to this Agreement.
WHEREAS, Custodian has appointed Great-West to act as its agent for purposes of conducting
daily plan activities on behalf of the Plan(s).
WHEREAS, Employer understands that Great-West makes available to Wells Fargo Plan(s) and
participant account information necessary to produce all reports required of Wells Fargo pursuant to this
Agreement.
NOW, THEREFORE, be it resolved, that the Employer hereby appoints Wells Fargo Bank,
National Association, and Wells Fargo Bank, National Association hereby accepts its appointment as
Custodian of certain assets of the Plan. The parties also hereto agree as follows:
1. Establishment of Custodial Account
a. In order to carry out the purposes of the Plan(s), Employer hereby creates and establishes a
custodial account (herein the "Custodial Account"). The G�stodian accepts the Custodial
Account and agrees to act as Custodian hereunder, but only on the terms and conditions set
forth in this Agreement. Subject to the terms and conditions of this Agreement, all right,
title and interest in and to the Custodial Account shall be vested exclusively in the
Custodian.
b. The Custodial Account shall include only those assets which the Custodian accepts. Only
assets actually received by the Custodian will become part of the Custodial Account. The
Employer acknowledges and agrees that it is responsible for effectuating the transfer of any
Plan(s) assets to be held in the Custodial Account to Custodian.
___ _ _
c. The Custodial Account established hereunder is intended to satisfy the requirements of
� section 401(a) of the Internal Revenue Code, and to be treated as a trust solely for purposes
of applicable tax laws under rules similar to the rules under section 401( fl as contemplated
by that section. In no event shall the Custodial Account be treated as a trust for purposes of
state law. Notwithstanding anything herein to the contrary, it shall be impossible, prior to
the satisfaction of all liabilities with respect to the employees and their beneficiaries
covered by the Plan(s), for any part of the funds of the Custodial Account to be used for, or
diverted to, purposes other than for the exclusive benefit of the participants or their
beneficiaries as provided for in the Plan(s). Except as provided in the Plan(s) and
consistent with applicable law, the assets of the Custodial Account shall never inure to the
benefit of the Employer and shall be held for the exclusive purpose of providing benefits to
participants and their beneficiaries and defraying reasonable expenses of administering the
Plan(s) and Custodial Account. The Employer agrees that it will abide by this provision
and that it will not cause the Custodian to violate this rule either by its direction or
otherwise.
2. Services to be Provided bv Custodian and Oblieations of the Parties. The obligations of the
Custodian shall be limited to those expressly imposed upon it by this Agreement, notwithstanding
any reference herein to the Plan(s), and no further duties or obligations of the Custodian, such as a
duty to value Plan(s) inveshnents, determine the prudence or authorization of any Plan(s)
investment, or diversify Plan(s) investments, shall be implied. The Custodian shall not be liable in
discharging its duties hereunder if it acts in good faith and in accordance with the terms of this
Agreement and in accordance with applicable federal tax laws, rules and regulations. The
Custodian shall, upon direction from Employer, perform the following services; provided, however,
that for purposes of this Agreement the Custodian may rely on direction by the Employer to Great-
West Life pursuant to and consistent with the terms of the services agreement among the parties
thereto:
a. Open and maintain a Custodial Account in the name of the Plan(s) and hold in such an
account all cash, securities and other property initially deposited plus any additional cash
and securities that may be received from time to time for the Custodial Account. The
Custodian sha11 have no duty or authority to ascertain whether any contributions should be
made to the Custodial Account pursuant to the Plan(s), to determine the amount of any
contribution to be made pursuant to the terms of the Plan(s), or to bring any action to
enforce any obligation to make any contribution to the Plan(s).
b. Act upon written direction from the Employer or from one or more investment advisors
duly appointed in writing by the Employer, as provided in Section 5 hereof. The Custodian
shall have no duty to determine any facts or the propriety of any action taken or omitted by
it pursuant to such directions.
c. Be responsible for the collection of all investment income relating to the assets in the
account.
d. Make payments from the Custodial Account to participants or their beneficiaries as the
Employer shall direct in writing, and amounts so paid shall no longer constitute a part of the
C�stodial Account. The Employer shall report withholding of any federal, state or local
t�es that may be required to be withheld with respect to such payments and shall remit
such amounts withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and remitted.
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e. The Employer shall pay or, if not paid by the Employer, shall direct the Custodian to pay
from the Custodial Account, the reasonable expenses relating to the Plan(s) and Custodial
Account, including, without limitation, investment management, accounting, legal,
actuarial expenses, and any expenses which have been approved by the Employer;
provided, however that expenses paid pursuant to this section sha11 not include fees for
custodial services to Custodian.
f. Delegate to Great-West, any or all ministerial duties arising out of this Agreement, and
appoint Great-West as agent of Custodian for such purposes, including: holding plan assets
solely in Wells Fargo's name as Custodian; opening accounts with investment companies;
paying expenses; and making distributions from the Custodial Account. In no event shall
Custodian delegate to Great-West the right to hold title to the assets of the Plan(s) or
C�stodial Account. Employer understands that, although Wells Fargo has certain processes
in place to monitor Great-West's activities, Wells Fargo relies on Great-West's records of
assets for reporting purposes as well as Great regulatory processes to protect,
invest and distribute plan assets. Employer hereby releases and holds Wells Fargo hannless
from any and a11 liability resulting Great-West's activities, including but not limited to,
enors caused by inaccurate reporting, failure of Great-West to provide accurate
� information, and other errors and omissions related to such information supplied to the
Custodian except to the e�ent Wells Fargo has actual knowledge an error or omission and
fails to take action to remedy or disclose an enor or omission to the Employer.
3. Powers of the Custodian. The Custodian is authorized and empowered to:
a. Hold assets in the name of the Custodian,� which may include entering into depository
arrangements for the safekeeping of records relevant to the ownership of such assets with
any entity or entities as the Custodian may choose.
b. Invest the assets of the Custodial Account in such investment vehicles as directed by
Employer or a duly appointed investment advisor, including annuity or insurance contracts
issued by licensed insurance companies, and to enter into amendments to such annuity or
insurance contracts as so directed. The Custodian shall have no duty or responsibility to
determine the appropriateness of any Plan(s) investment, or to cause such investments to be
changed. The Employer shall be responsible to determine whether the Plan(s) and the
inveshnents directed by it are authorized by state law. The Custodian shall forward a11
notices, proposed contract amendments, rate or fee changes or other communications
regarding all annuity or insurance contracts held in the Custodial Account to the Employer,
and shall act on behalf of the Custodial Account with respect to any such notice, proposed
amendment, change, or other communication only as directed by the Employer. Any rights
of a contractholder under any such group annuity contract to discontinue, amend, or
otherwise modify the contract shall be exercised only upon the specific written direction of
the Employer to the issuer of the contract or by the Custodian at the Employer's express
written direction.
c. Make transfers among investment vehicles or disbursements from the Custodial Account as
directed by the Employer or, if applicable, by the Plan(s) participants.
d. Employ agents other than persons on its regular payroll and delegate to them such
ministerial and other non-discretionary duties as it sees fit and to rely upon such
information furnished by such agents.
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e. Deliver proxy and other materials for securities held in the Custodial Account, including
offers to tender or exchange such securities, to the Employer or otherwise as the �
Employer may direct in writing.
f. Pay taxes of any and all kinds levied or assessed against the Custodial Account as directed
by the Employer.
g. Make, execute, acknowledge, and deliver any and all documents of transfer and
conveyance and any other instruments that may be necessary or appropriate to carry out the
custodianship duties and powers.
�
h. Hold uninvested such cash funds as may appear reasonably necessary based upon
directions of the Employer to meet the anticipated cash requirements of the Plan(s) from
time to time and to deposit the same or any part thereof, either separately or together with
oth r
e funds under the control of the Custodian, m rts own deposit department or to deposit
the same in its name as Custodian in such other depositories as it may select.
i. Institute, prosecute, maintain, or defend any proceeding at law or in equity concerning the
Custodial Account or the assets thereof, at the sole cost and expense of the Custodial
Account, and to compromise, settle, and adjust any claims and liabilities asserted against or
in favor of the Custodial Account or of the Custodian; but the Custodian shall be under no
duty or obligation to insritute; maintain, or defend any action, suit, or other proceeding
_. unless it shall have been indemnified to its satisfaction against any and all loss, cost,
expense, and liability it may sustain or anticipate by reasons thereof.
j. Retain any funds or property subject to any dispute without liability for the payment of
interest, and to decline to make payment or delivery thereof until final adjudication is made
by a court of competent jurisdiction.
4. Reports. Custodian shall furnish to the Employer and any duly appointed investment advisors a
periodic statement of account no less frequently than annually, reflecting an inventory of assets in
the account, all activity during the previous period, and a mazket value for the assets of the account.
The Custodian will furnish such other reports as the Employer may reasonably request, including
reports to the Employer's accountants or other examiners as may be necessary.
5. Authorized Persons. The Employer and any duly appointed investment advisor shall furnish a list
to the Custodian (and from time to time whenever there are changes therein) of the individuals
authorized to transmit instructions to the Custodian concerning the assets in the account and written
direction regarding the form of such instructions. If the Employer has implemented the voice
response system for participants, all participants are deemed to be authorized individuals solely for
purposes of directing investment of their individual account balances. The Custodian shall be
entitled to rely on insttuctions from participants received through the voice response system as well
as on the oral advice as confirmed in writing or written advice of other authorized individuals. The
Custodian shall treat as genuine and may rely on any notice or communication without further
verification that it reasonably believes is from an authorized party, as defined above, and shall be
protected in doing so by the Employer.
6. Compensation Payable to Custodian. The Custodian shall be entitled to receive reasonable
compensation for services provided under this Agreement in connection with the Plan(s). Such
compensation shall be paid as set forth on the fee schedule attached hereto as Exhibit l, and may be
changed from time to time by agreement of the parties.
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Reasonable compensation includes float received from the deposit of funds pending investment or
presentment of checks for payment in non-interest bearing suspense or demand deposit accounts
maintained by Wells Fargo for brief periods of time in order to facilitate the servicing of the plan.
The Custodian receives compensation from the use of these uninvested funds, which accrues on
payments made from the Plan (such as distributions and expense payments) and on contributions or
other funds received too late in the day to be invested for the Plan that same day. Float on
distribution payments begins to accrue when the funds are transferred from the. Plan to a trust
clearing account (generally within one business day of the distribution request), and ends on the date
the payment clears or is returned to the Plan. Checks are generally mailed within two business days
of the distribution request. Float on contributions and other funds received too late in the day to be
invested that same day (or received without sufficient information to invest them properly) begins to
accrue on the date the funds are received and ends on the date the amounts are deposited to the plan,
which is generally the next business day if the Custodian has complete information relating to the
investment of such funds; float may continue to accrue if the Custodian has insufficient information
regarding the contributions or deposits to invest them properly in the Plan (e.g., incomplete
participant contribution information or incorrect account number).
Depending on its anticipated funding needs, uninvested funds are generally used to either reduce the
Custodian's overall borrowing from other sources (such as in the Federal Funds market) or invested
in short-term investments (such as its Federal Reserve Account). Uninvested funds from the Plan are
not segregated from other deposit funds, so attributing an exact earnings or interest factor applicable
to the Plan's uninvested funds is not possible. Earnings on the float (or the corresponding reduction
, in borrowing, depending on anticipated funding needs) depends on numerous factors such as current
interest rates, Federal Funds rates, credit risk, and the duration of the particular debt instrument.
7. Amendment and Termination. This Agreement may be amended by written agreement of the
parties at any time. This Agreement shall continue in effect unless or until terminated by either
party upon thirty (30) days' written notice to the other party; provided that Custodian sha11 continue
to act as Custodian of the Custodial Account until a successor Custodian is appointed. If no
successor Custodian is appointed within 90 days of such written notice of termination, Custodian
shall be authorized to petition a court of competent jurisdiction for a declaration appointing a
successor Custodian, and to charge the Custodial Account for the reasonable costs, fees, and
expenses of such legal process. Upon termination, all securities held in the account shall be
delivered by the Custodian to a successor custodian appointed by the Employer or as otherwise
directed in writing by the Employer. Notwithstanding the foregoing, this Agreement shall
automatically terminate in the event that a contract for the provision of one or more funding
mediums for the Custodial Account and recordkeeping services through Great-West is discontinued
or terminated without renewal, effective as of the date of such discontinuance or temunation, with
no further notice from or to either party; provided that Custodian shall continue to act as Custodian
of the Custodial Account until a successor Custodian is appointed. If no successor Custodian is
appointed within 90 days of such written notice of termination, Custodian shall be authorized to
petition a court of competent jurisdiction for a declaration appointing a successor Custodian, and to
charge the Custodial Account for the reasonable costs, fees, and expenses of such legal process.
8. Limitation of Liabilitv. Custodian shall not be liable for any claims, liabilities, or expenses arising
from or alleged to arise from any action or inaction taken by Custodian pursuant to the direction of
Employer or any authorized agent thereof. Employer specifically releases Custodian from any
liability except to the extent Custodian has committed negligence or malfeasance in the exercise of
its responsibilities hereunder.
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9. Notices
Notices to the Employer shall be directed and mailed as follows:
Attn:
Employer EIN #
Notices to the Custodian shall be directed and mailed as follows:
Wells Fargo Bank, N.A.
Institutional Retirement and Trust
1740 Broadway, MAC#C7300-105
Denver, CO 80274
Attention: Andrea L. Stellish
Notices to Great-West shall be directed and mailed as follows:
Great-West Life & Annuity Insurance Company
8515 E. Orchard Rd.
Englewood, CO 80111
Attention: Laura G. Miller
AVP & Counsel, Legal Deparhnent
Great-West Group No. 98781-02
10. Written Direction. If a provision of this agreement requires that a communication or document be
provided to the Custodian in writing or written form, that requirement may also be satisfied by a
facsimile transmission, electronic mail or other electronic transmission of te� (including
electronic records attached thereto), if the Custodian reasonably believes such communication or
document has been signed, sent or presented (as applicable) by any person or entity authorized to
act on behalf of the Employer. If this agreement requires that a communication or document be
signed, an electronic signature satisfies that requirement. Any electronic mail or other electronic
transmission of text will be deemed signed by the sender if the sender's name or electronic
address appears as part of, or is transmitted with, the electronic record. The Custodian will not
incur any liability to anyone resulting from actions taken in good faith reliance on such
communication or document. Nor shall the Custodian incur any liability in executing
instructions from any person or entity authorized to act on behalf of the Employer prior to receipt
by it of notice of the revocation of the written authority of such person or entity.
11. Inspection Privile�es. The books, records, documents, accounting procedures, and practices of the
Custodian relevant to this Agreement are subject to examination by the Employer, including but not
limited to an annual audit by the auditor designated by the Employer.
12. Governin Law. This Agreement shall be governed by, and enforced under the laws of the state of
state of the Employer`s principal place of business. The Custodial Account hereby created is issued
in Colorado and all questions regarding its administration shall be determined under the laws of the
State of Colorado.
13. Severabilitv. In case any provisions of this Agreement shall be held illegal or invalid for any
reason, their illegality or invalidity shall not affect the remaining parts of this Agreement, and this
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Agreement sha11 be construed and enforced as if the illegal and invalid provisions had never been a
part of the Agreement.
14. Assi n�me_nt. This Agreement shall not be assigned without the express written consent of all ,
parties to this Agceement, which consent shall not be unreasonably withheld; provided, however,
that this provision is subject to and shall in no way limit the effect of Section 3 hereof (relating to
the power of Custodian to delegate certain duties to Great-West, and appoint Great-West as its
agent for certain purposes).
15. Successors and Assi�ns. This Agreement shall be binding upon the respective successors and
assigns of the Employer and the Custodian.
16. Effective Date. This Agreement shall be effective December 1, 2016.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above.
Employer
B
Its:
Date
_�
CUSTODIAN
Wells Fargo Bank, National Association
By:
Its:
Date
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ATTACHMENT A
SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE
Plan Name: Village of Tequesta. 401(a) Plan
The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule
#14b-2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies
and beneficial owners of the securities registered in the name of certain nominees.
Under these rules, Wells Fargo is required to contact each customer for whom we hold securities and
determine whether you authorize us to provide your name, address and share position to the issuer of the
securities you own. For your protection, the rules prohibit the requesting company from using your name
and address for any purpose other than corporate communications.
Please complete the authorization below by checking one of the alternatives. Note: Under the Rule, Wells
Fargo is required to treat a non-response as a"YES" disclosure response.
❑ You are authorized to release my name, address and share position
("YES" response).
❑ You are NOT authorized to release my name, address and share
position ("NO" response). �
Employer
Authorized Signature:
Title:
� Date:
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EXHIBIT 1
FEE SCHEDULE
WELLS FARGO BAN% N.A.
and
Great-West Life & Annuity Insurance Company
Schedule of Charges for Custodial Services
This Schedule may be revised or modified at time of renewal of the Employer's Administrative Services
Agreement with Great-West.
Base Charee
" The Custodian's compensation for the custodial services being provided under this agreement is included
in the fees being received by Great-West under the Administrative Service Agreement between the
Employer and Great-West. Great-West will forward such custodial fees to Wells Fargo Bank, N.A. at no
additional cost to the Employer.
. _
GREAT-WEST LIFE 8� ANNUITY.INSURANCE COMPANY
, A Stock Company
8515-East Orchard Road Greenwood Village, CO 80111
For seroice, caH,1-800-701-8255
Group Fixed Deferred Annuity Contract
. Non-Padicipating
PLAN SPONSOR Village of Tequesta
CONTRACTHOLDER Viilage of Tequesta arid the Trustee/s of the Village of Tequesta 401(a)
Plan as identified on the Group Annuity Contract Appiication.
' PLAN - Village of Tequesta 40T(a) Plan -
CONTRACT NUMBER 9878.1-02
CONTRACT DATE September 12, 2016, or the later of the dates signed by. all parties. or the
later of the dates signed by all parties.
Great-West Life & Annuity insurance Company ("Great-WesY') agrees to pay annuity benefits on behalf .
of Participants who choose an annuity payment option underthis Group Fixed Deferred Annuity .
Contract ("Contract"). The provisions on the following page5, together with the Application for this
Contract, and other documents referenced in Section 102, are part of this'Contract.
Signed for Great-West L` ife & Annuity Insurance Company and effective on the Contract Date.
�'�-�,� - �.-�� ..���-
Secretary President
This Contract is a legal contract between Contractholder, Plan 8ponsor and Great-West Life & Annuity
Insurance Company. PLEASE READ THIS CONTRACT CAREFULLY.
GFAC10FFII R�yo��;Sep12,20162:19PM 9B78f-02V�logoolTequcstn
TABLE OF CONTENTS
SECTION 1. DEFINITIONS ................................................................................................................... 4
SECTION 2. OWNERSHIP PROVISIONS ............................................................................................. 6
2 .1 Ownership of the Contract ............................................................................................................... 6
2 .2 Transfer and Assignment .............:................................................................................................... 6
2 .3 Trust ................................................................................................................................................ 6
SECTION 3. PARTICIPANT ACCOUNT VALUE ............................:..................................................... 7
3 .1 Fixed Account Value ........................................................................................................................ 7
3 .2 Transaction Date .............................................................................................................................. 7
SECTION 4. CONTRIBUTIONS AND DEPOSITS TO PARTICIPANT ACCOUNTS ............................. 8
4.1 Contributions ..........................:...............................................................:......................................... S
4.2 Limitations on Salary Reduction Contributions ....................................:............................................ 8
4.3 Deposits to Pa�ticiPant Accounts ................................................:..................................................... 8
4.4 Allocation of Contributions and Deposits .......................................................................................... 8
SECTION 5. CONTRACT CHARGES AND FEES ................................................................................ 9
5.1 Contract Maintenance Charge ......................................................................:.................................. 9
5 ,2 Contract Termination Cf�arge .........................................:................:................................................ 9
5.3 Fees Imposed by Investment Option Provider .................................................................................. 9
5 .4 Service Cliarges and Fees ............................................................................................................... 9
5.5 Payment of Charges and Fees ................:..........:..............................:.:............................................ 9
SECTION 6. PARTICIPANT-, ALTERNATE PAYEE-, AND BENEFICIARY-DIRECTED TRANSFERS
AMONG INVESTMENT OPTIONS OFFERED BY THE PLAPI .........:.................................................. 10
SECTION 7. DISTRIBUTIONS FROM PARTICIPANT ACCOUNTS ...................................................11
7 .1 Distribution Requirements ...............................:...............................:..............................................11
7 .2 Rollovers .................................................................................................................................:...... 11
7.3 Establishment of Alternate Payee Account .....................................................................................11
7.4 Required Minimum Distributions during the ParticipanYs Lifetime ...:...:.......................................... 11
7.5 Distributions after the ParticipanYs Death ............................................:..............................:..........11
7 :6 Plan-to-Plan Transfers ...............................:............................................................................•••....11
7.7 Transfers from a Governmental Plan fior the Purchase of Permissive Service Credits.... ................ 12
SECTION 8. PAYMENT OPTIONS ......................................................................................................13
8,1 Requests for Distributions to a Participant, Berieficiary or Alternate Fayee .................................... 13
8 .2 Conditions of Payment ...................................................................................................................13
8.3 Total or Partial Lump Sum Payment Option ................................................................................:.. �3
8 .4 Periodic Payment Options .....................................................................................:...:.................:.. 13
8.5 Annuity Payment Options ............................................................................................................... 13
8 .6 Election of Annuity Options ............................................................................................................14
8.7 Misstateme�t of Age or Death ....:...................................:.....................:.........................................14
SECTION 9. CONTRACT TERMINATION ..........................................................................................15
9.1 Notice of Contract Termination and Selection of Termination Option(s) ......................................... 15
9.2 Contract Termination Provisions .................................................................................................... 15
9.3 Contract Termination due to Plan Termination ...............................................................................15
SEGTION 10. GENERA! PROVISIONS ..............................................................................................16
10 .1 Contract .......................................................................................................................................16
10 .2 Entire Contract ............................................................................................................................. 16
10.3 Contract Mod�cation ...................................................................................................................16
1b.4 Mod"rfication of Fixed Account Options .........................................................................................16
GFAC 10 FFII Page 2
Revisan t: Sep�t2. ZOt6 21J P�.I 9978t-02 lnaye ot Tequosla
10.5 Restorations ...............:..................................................................:.............................................. 16
10.6 Plan Provisions ............................................................................................................................ 17
I 'i 10.7 Non-Participating ......................................................................................................................... 17
1,0.8 Currency and Contributions and Deposits ............................................................:....................... 17
10.9 Notices ......................................................................................................................................... 17
10.'f0 Disclaimer .................................................................................................................................. 17
10.11 Representations ......................................................................................................................... 17
10.12 Non-Waiver ................................................................................................................................ 17
' 10.13 Information ................................................................................................................................. 17
GFAC 10 FFiI Page 3
Revlsian 1: Sep 72, 2018 2:13 Ph1 98781-02 VlOnpo nf Tequesln
SECTION 1. DEFINITIONS
Administrative O�ces —8515 East Orchard Road, Greenwood Village, CO 80111.
Altemate Payee — any spouse, former spouse, chiid or other dependent of a Participant or any other
peraon recognized under applicable law who is recognized by a Qualified,Domestic Relations Order as
having a right to receive all or a Portion of the benefit payable unde� a Plan with respect to such
Participant.
Annuitant—the.person upon whose life the payment of an annuiry is based.
Annuity Commencement Date —the date annuity payments begin to an Annuitant.
Applicable T� — the amount of tax, if any, charged by a state or othe� govemmental authority.
Beneficiary—.a_person or entity named by the Participant to receive all or a portion of the ParticipanYs
account at his or her death.
Business Day— any day and during the hours on which the New York Stock Exchange is open for
trading.
Code —the Intemal Revenue Code of 1986, as amended from time to time, or any future United States
Internal Revenue law that replaces it, including corresponding.Treasury Regulations and Intemal
Revenue Service guidance.
Contnbutions — salary reduction contributions, Participant after-tax contnbutions, employer
contribu4ions, or other contributions made to the Plan by or on behalf of a Participant under the Code.
Deposits — rollovers,_plan to plan transfers, Transfers, or other amounts, other than Contributions, paid
into the Participant Account under the Plan:
Distributions = amounts paid to a Participant, Beneficiary or Alternate Payee, pursuant to the terms of
the Plan and the Code.
Fixed Account — an investment option, the assets of which are part of the General Account of Great-
West:
Fixed Account Value — the sum of the Fixed Accounts.
Gerieral Account — Great-WesYs assets other than those held in any segregated investment account.
Great-West— Great-West Life & Annuity Insurance Company, located at the Administrative Offices.
Guardnteed lnferest Rate —the minimum interesf rate on an annual effectiye basis, if any, described on
a Fixed Account rider(s).
Participant —.an individual eligible fo participate in the Plan with assets in a Participant Account.
Pa►ticipant Account — a separate record in the name of each Participant, Beneficiary or Alternate
Payee, which reflects his or her share in the Fixed Account(s).
Participant Account Value — the sum of the Fixed Account Value credited to the Participant Account.
GFAC 10 FFII Page 4
Revh,ion t: SaD 12, 2016 Y.13 PM 9B78f-02 Vdlage ol Teuucita
Participanf Effective Date — the date on which the first Contribution or Deposit is credited to a '
Participant Account.
Payee — a person entitled to receive all or a portion of the value of the Participant Account.
Plan — The name of the plan as noted on the first page of the Contract.
Pian Sponsor— an entity maintaining the Plan on behalf of Participants, Altemate Payees and
Beneficiaries. In a multiple employer plan, the Plan Sponsor shall be considered the entity maintaining
the multiple erriployer plan on behalf of participating' employers and the participating employers
Participants, Alternate Payees and Beneflciaries.
Qualifred Domesfic Relations Order— a domestic relations order that creates or recognizes the
existence of an Altemate Payee's, right fo, or assigns fo an Altemate Payee the right to receive all or a
portion of the benefits payable with respect to a Participant and that complies with the requirements of
the Code and ERISA, if applicable, and is approved by the Plan.
Request— an inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (.1)
received by Great West at its Administrative Offices,in good order; and (2) submitted in accordance
with the provisions of this Contract, or as required by 6reat-West. The.Request is subject to any action
taken by Great-West'before the Request was processed.
Start-Up Cosfs,—the amounts incuRed by Great-West in acquiring and implementirng the plan, which
may include but are not fimited to restorations, commissions or other costs.
Transfer— the reinvestment or exchange of all or a portion of the Participant Account balance from one
investment option or provider under the Plan to another.
GFAC 10 FFII Page 5
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SECTION 2. OWNERSHIP PROVISIONS
2.1 Ownership of the Contract �
Contractholder is the owner of the Contract and is identified on the first page of the Contract. Plan
Sponsor and Contractholder have certain rights and privileges as set forth under this Contract.
2.2 Transfer and Assianment
The interests of the Contractholder and Plan Sponsor in this Contract may not be transferred, sold,
assigned, pledged, charged, encumbered, or in any way alienated; however, ff the Plan is consolidated
or merged with another plan or if the assets and liabilities of the Plan are fransferred to another plan,
the Contract may be assigned to the new Plan Sponsor andlor trustee.
2.3 Trust
The Contraot may be used in lieu of a trust agreement for purposes of satisfying Code sections 401(a),
401(� and 457(g) and no portion of the amount contributed to the Contract, plus eamings thereon, may.
be used for or diverted to any purpose other than the exclusive benefit of Participants and their
Beneficiaries prior to the satisfaction of all liabilities to them.
�
GFAC 10 FFII Page 6
Rerision 1; Sop 12, 2018 213 PM 9B7B1-02 Vlllnpa n1 TOquoBte
SECTION 3. PARTICIPANT ACCOUNT VALUE
3.1 Fixed Account Value
The Fixed Account Value in the Participant Account.is calculated as follows:
(a) all Contributions and Deposits to a Fixed Account option made by or on behalf of the
Participant, Altemate Payee and Beneficiary; pius
(b) all interest credited to the Contractholder's assets in the Fixed Account on an annual effective
basis pursuant to the Guaranteed Interest Rate applicable to the Fixed Account; less
(c) any amounts transferred or distributed from the Fixed Account; less
(d) any applicable charges, fees and Applicable Tax, if any.
3.2 Transaction Date
All Requests, Contributions and Deposits,receivetl in good order with all required documentation at
Great-WesYs Administrative Offices prior to the close of business of the New York Stock Exchange will
be processed as of the date received, and if received after ttie close of business of the New York Stock
Exchange will.be processed-on the next Business Day: Howeve�, Great-West shall not be liable for the
results of any delay or interruption due to causes or conditions beyond its control including, without
limitation, labor disputes, riots, war and war-like operations including acts of terrorism, epidemics,
ezplosions, sabotage, acts of God, failure of power, fre o� other casualty, natural disasters or
disruptions in orderly trading on any relevant exchange or market, including disruptions due to
extraordinary market volume that result in substantial delay in receipt of correct data.
GFAC 10 FFII Page 7
Revisicn t: Sep 12, 2016 2:13 PA7 8B781-02 Vltloge ohTequosla ,
.
i
SECTION 4. CONTRIBUTIONS AND DEPOSITS TO PARTICIPANT ACCOUNTS
4.1 Contriliutions
Prior to the termination of the contract and unless otherwise described in a Fixeci Account rider(s),
Contributions may be made at any time, pursuant to the terms of the Plan.
Great-West shali not be responsible for determining; the amount of Contributions to be made for any
Participant. The Contribution.amounts will be ailocated to Participant Accaunts pursuant to the
accompanying Contribution report. The Contribution report must be,submitted in a manner acceptable
to Great-West and shall be conclusive and binding on the Plan and on any person or entity cfaiming an
interest under the Contract. When the Contribution report does not coincide with the Contribution
received and the inconsistency is not resolved within a period of time requ'ired under the law, Great-
West may return the Contribution.
Great-WesYs prior approval may be required before a Contributioo may be made that causes a
• Participant Account Value to exceed $1,000,000.
4.2 Limitations on Salarv Reduction Contributions
Each FarticipanYs salary reduction Contributions, 'rf any, must satisfy any lirnitations imposed by the
Plan or the Code.
4.3 Deoosits to Partici�ant Accounts
Deposits will be accepfed insofar as they are permitted under the terms of the Plan and applicable
Code requirements.
4.4 Allocation of Coritributions and Deoosits
Contributions and Deposits, less Applicable Tax, if any, will be allocated in the Participant Account
when received by Great-West at its Administrative Offices, subject to Section 3.2 of this Contract.
Contributions and Deposits will be allocated as directed by the Participant among any number of
currently offered Fixed Acoount optioris available under tfie Contract. If the offered Fixed Accourit
options are changed, Contributions and Deposits may�be redirected and the account balance may be
reallocated subject to the terms of the accounts selected.
GFAC 10 FFII Page 8
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SECTION 5. CONTRACT CHARGES AND FEES
5.1 Contract Maintenance Charqe
An annual confract maintenance charge may apply. However, if the Participant Effective Date is after
January 1, the initial contract maintenance charge for that Participant Account will apply during the
calendar quarter after the ParticipanYs one-year anniversary (calculated from the Participant Effective
Date) and will be pro-rated for the remainder of the year.
The deduction.of the contract maintenance charge.will be pro-rated among the applicable Fixed
Account Value on the date of deduction. Whenever a deduction for a contract maintenance charge is
made from a Fixed Account, Great-West will reduce the Participant Account Value in an amount equal
to the deduction.
5.2 Contract.Termination Charqe
Upon termination of the Contract by ,Plan Sponsor, a contract termination charge based upon a
percentage of the original Start-Up Costs may apply.
5.3 Fees Imaosed bv Investment Option Provider
Any and all fees imposecl by the provider of any investment option offered by the Plan and invested in
by the Participant, Altemate Payee and Beneficiary, including but not limited to redemption fees, shall
be deducted from fhe Participant Account Value.
5.4"Service Charges and Fees
Great_West and Plan Sponsor may enter into an agreement for services to the Flan not.otherwise
provided.under this Contract. Charges and fees for these services wiil be described in the agreement. •
5:5 Pavment of Charqes and Fees �
Any fees imposed by the providers of any investment option, all charges and fees may be billed directly
to Plan Sponsor. If Plan Sponsor does not elect to have such charges and fees billed to Plan Sponsor,
such charges and fees shall be deducted from the Participant Account Value.
In all instances where Plan Sponsor has elected to be billed for any feesand charges and any of the
fees or charges are unpaid after the date billed as disclosed in and pursuant to the procedures in Ehe
fee disclosure andlor service agreement for the Plan, Plan Sponsor and Contractholder hereby
instructs Great-Wesf fo debit Participant Accounts. Great-West may continue to deduct charges and.
� fees quarterly from Participant Accounts unless and 'until Pian Sponsor provides Great-West with
written instructions to reinitiate billing.
Great-West may change any charges and fees upon not fewer than 30 days advance written notice to
' Plan Sponsor. .
GFAC 10 FFII Page 9
Revisun 7: $np 12, 2018 2:iJ Ph1 9870t-02 Vlllaga otTupuestn �
SECTION 6. PARTICIPANT-, ALTERNATE PAYEE-, AND BENEFICIARY-DIRECTED .
TRANSFER$ AMONG INVESTMENT OPTIONS OFFERED BY THE PLAN
Upon receipt of a satisfactory Request meeting all of the requirements of this section, Great-West wi�l
process a single-sum Transfer of all or a portion of a Participant Account in the Plan. Transfers must:
(a) satisfy the terms of the Plan in accordance with the appropriate provisions of. the Code; and
(b) satisfy any restrictions in the attached Fixed Account rider(s), and any trading restrictions imposed.
by the investment option provider, including but not limited to mutual fund restrictions on market timing or
excessive trading. '
GFAC 10 FFII Page 10
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SECTION 7. DISTRIBUTION.$ FROM PARTICIPANT ACCOUNTS
7.1 Distribution Revuirements
Notwithstanding any provision herein to the contrary, Distributions to a.Payee may. only be made in
accordance with the terms of the Plan and applicable Code sections and any terms of the Fixed
Account rider(s) and will be tax reported under the applicable rules in effect onthe date of Distribution.
Great-West will. rely on information provided by Plan Sponsor or its designee with respect to the timing
and amount of any benefit payable to a Payee under this Contract. G[eat-West will not process any .
Distributions to a Payee without Plan Sponsor or its designee instructions.
7.2 Rollovers
If the Payee of an eligible rollover Distribution elects to have the Distribution paid directly to a specified
eligible retirement plan, as defined in Code section 402(c)(8)(B), then the Distribution will be paid to that
eligible retirement plan in a direct rollover. If the Plan provides formandatory Distributions under
Section 401(a)(31)(B) of the Cotle, such Distributions shall be sent to the IRA provider selected by Plan
Sponsor pursuant to the Plan Sponsors or its designee's instructions.
7.3 Establishment of Altemate Pavee Account
A Request in connection with a Qualified Domestic Relations Order (QDRO) must be aPproved by Plan
Sponsor, except as othenruise agreed. Great-West will make payment to ttie Altemate Payee and/or
establish a Padicipant Account on behalf of the Altemate Payee named in such order. The Altemate �
Payee shall be treated as a surviving spouse for purposes of Code section 401(a)(9) and shall be
responsible for submitting a Request to begin Distributions in accordance with. the Code.
7.4 Reauired Minimum Distributions durina the FarticiaanYs Lifetime
Participants are required by the Code to begin receiving required minimum Distributions as of their
required beginning date, which is April 1 of the cale�dar year following the later of: (a} attainment of age
70%; or.{b) retirement, or such other date as may be prescribed in the Code. Required rtiinimum
Distributions made under this Contract will only be made in a manner consistent with Code section
401(a)(9). It is the ParticipanYs or Plan Sponsor's responsibility to Request payments in accordance
with the minimum distribution requirements. Great-West is not responsible for any penalties resulting
from a failure to Request timely payments in the proper amount.
7.5 Distributions after the ParticioanYs Death
If the Participant dies, the amount payable on death will be the Participant Account Value net of any
outstanding ioan balance. Distributions 4o Beneficiaries must begin on or before the designated
Beneficiary's repuired beginning date in a manner and amount consistent with Code section 401(aj(9)
as it is in effect at the time of the Distribution.
It is the Beneficiary's responsibility to Request payme�ts and to pay any penalties resulting from a
failure to Request:timely payments in the proper amount. A Beneficiary may not receive more than the
Participant Account Value.
7.6 Plan-to-Plan Transfers
A Participant or Beneficiary may direct that.all or a portion of the Participant Account Value be
transferred in a single sum to a contract under another Plan Sponsor's plan. Such transfers will be
permitted provided:
(a) Both the transferor and transferee plan provide for such transfers, and the transfer satisfies the
terms of the Plan and applicable provisions of the Code;
GFAC 10 FFII Page 11
Revis•no 1: Sep f2, Z0�6 213 Ph1 ?WBt-02 Vdlago ot Tequesa
(b) In the case of a transfer for a Participant, the Participant is an employee or former employee of
the Flan Sponsor (or the business of the Plan Sponsor) for the receiving plan;
(c) In tfie case of a transfer for a Beneficiary, the Participant was an employee or forrner employee of
the Plan Sponsor (or the business of the Plan Sponsor) for the receiving plan;
(d) Great-West receives a satisfactory RequeSt for such transfer; and '
(e) The restrictions, if any, contained in the attached Fixed Account rider(s), if any, allow such �
transfer.
7.7 Transfers from a Goverrimental Plan for the Purchase of Permissive Service Credits
If the Plan so provides, a Participant may direct that all or a portion of the Participant Account Value be
transferred in.a single sum to a qual�ed defined benefit plan that is a govemmental plen (as defined in
Code section 414(d)). Such transfers will be permitted p�ovided:
(a) The transFer satisfies the terms of the Rlan in accordance witti the appropriate provisions of the
Code;
(b) Great-West receives a 5atisfactory Request for such transfer; and
(c) The restrictions, 'rf any, coritained in the attached Fixed Account rider(s) allow such transfer.
GFAC 10 FFII Page 12
Revi4o++ 1: Sep 11, 2016 2:17 PfA 98781-02 Vitlage oiTepuosta .
SECTION 8. PAYMENT OPTIONS
8.1 Reauests for Distributions to a Particioant. Beneficiarv or Alternate Pavee
As long as the Participant Account Value is greater than zero and as allowed by the Plan and Code, a
Request may be made to:
(a) Elec# an annuity payment option, provided such Request is made at least 30 days before the
Annuity Commencement Date;
(b). Elect a non-annuity payment option and designate the. date payment shali commence; or
(c) Change from one payment option to a different payment option, if allowed under the terms of the
payment option selected.
8.2 Conditions of Pavment
Approved Distributions shali be effective on the later of: (a) the date elected subject to any restrictions
of the Plan and Code and any Fixed Account rider(s); or (b) the date of the Request.
8.3 Total or Partial Lumo Sum Pavment Ootion
If, based upon provided by Plan Sponsor, the.Payee is entitled to a Disfibution underthe
applicable terms and provisions of the Plan and the Code sections goJeming the Plan, all or a. portion
of a Participant Account may be applied to a lump sum payment option selected by the Rayee.
Subject to the provisiona of any attached Fixed Account rider(s), the amount to be distributed is: (i) the
amount requested as a lump sum; less (ii) the.Applicable Tax, if any, as of the date of the amount
distributed, and (iii) any applicable fees and charges.
8.4 Periodic Pavment Ootions
If,. based upon information provided by Plan Sponsor, the Payee is entitled to a Distribution under the
applicable terms and provisions of the Pian and the Code sections goveming the Plan, all or a poition
of a Participant Account may be applied to a periodic payment option selected by the Payee, subject to.
any restrictions in a Fixed Account rider(s). Charges and fees will continue to apply. An Applicable
Tax, if any, may apply. Periodic payment eledions are subject to the administrative procedures of
Greaf-West in effect at the time of the election and the periodic paymenf options Great-West makes
- available at the time of Distribution.
If a Participant is receiving periodic payments, such payments will cease as of receipt by Great-West of
notice of the Participant's death. The deceased ParticipanYs Beneficiary may then elect a payment
option under this Section 9 meeting all the requirements of Code section 409 (a)(9).
8.5 Annuitv Pavment Options
If, based upon information provided by Plan Sponsor, the Payee is entitled to a Distribution undec the
applicable terms and pcovisions of the Plan antl the Code sections goveming the Plan, all or a portion
of a Participant.Account may be applied to an annuiry payment option selected by the Payee, so long
as the requirements of Code section 401(a)(9).are met. Thereafter, this Contract shall no longer be
applicable with respect to amounts in the annu'�ty payment option.
The amount to be applied to an annuity payment option is: (i) the portion of the Participant Account
Value elected by Payee subject to any restrictions in a Fixed Account rider(s), less (ii) Applicable Tax, if
any, less (iii) any fees and charges described in the Contract.
GFAC 10 FFII Page 13
Ruvivort 1: Sep 12. 2D IB 2:1J PM11 98781-02 Vilia9e ol TeQuosln
The minimum amount that may be applied under the elected annuity option is �5,000. If any payments
to be made under the elected annuity payment option will be less than $50, Great-West may make the
payments in the most frequent interval that produces a payment of at least $50.
Great West will issue a cert�cate to each Annuitant describing the benefds payable under the elected
annuity payment option.
�
8.6 Election of Annuitv Oqtions
An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity
payment option or change an annuity payment optio� no later than 30 days prior to the Annuity
Commencement Date.
To the extent available under the Plan, the available annuity, payment optiona are:
Income for Single Life Only
Income for Single Life with Guaranteed Period
Incorrie for Joint Life Only
Income for Joint Life with Guaranteed Period
Income for a Specific Period
A:ny other form of annuity payment permitted under the Plan, if acceptable to Great-West:
The annuity option that will always be available is the Income for Single L'rfe Only Annuity, If this
annuity option is elected, Great-West wil� make payments to the Annuitant at a frequency specified in
the annuity cert�cate for the duration of the AnnuitanYs lifetime. Payments will cease pursuant to the .
tecros of the certificate.
Minimum Monthly Payment for Each $1,000 of Participant Account Value
Applied to Purchase a Lifetime Monthly Annuity
Age of Lifetime Monthly
Pavee Pavment
50 $4.00
55 4.26
60 4.66
65 520
70 5.98
75 7.16
8.7 Misstatement of Aae or Death �
Great West inay require adequate proof of the age and death of any Payee before processing a
Request for or making any payment. If the age of the Payee has been misstated, the payments
established for. himlher under the applicable payment option will be made on the basis or hislher correct
' age,
If payments made pursuant to an annuity payment option were too large because of a.misstatement of
age, Great-West may deduct the difference from the next payment or payments with interest. If
payments were too small, Great=West may add the difference to the next payment with interest. Any
interest payable will be made at the rate required by law.
GFAC 10 FFII Page 14
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SECTION 9. CONTRACT TERMINATION
9.1 Notice of Contract Termination and Selection of Termination Ootion(s)
Either Great-Wesf or Plan Sponsor may terminate this Contract with advance written notice to the other
party or parties. The contracf termination date shall be the seventy-fifth (75'�) day after the date written
notice is received in the Administrative Offices in good order. .If the sevenry fifth (75"') day is not a
Business Day, the, contract termination date shall be the Business Day immediately following the
seventy-fifth (75'") day. Prior to fhe contract termination date, Great-West and PlanSponsor may agree
to an altemate contract termination date: Contract termina4ion may not occur on the date selected by
Plan Sponsor unless Great-West has received all required ihformation. Iri such event, Great-UVest shall
maintain Pa�ticipant Account Values until Great-West receives all required information in good order.
9.2 Contract Termination Provisions ,
Plan Sponsor shall direct Great-West to pay tFie Participanf Account Values as described below.
Fixed Account(s): Great-West will remit the Fixed Account Value pursuant to the Fixed Accaunt rider(s)
. contract termination option selecEed.
Plan Sponsor and Contractholder fiereby instructs Great-West to deduct any outstanding charges and
fees including the contract termination charge, if applicable, due to Great-West from the amount remitted
from any of the Fixed Accounts. �
9:3 Contract Termination tlue to Plan Termination
If Plan Sponsor terminates the Plan, it shall noMy Great West of such Plan Termination and that final
Contributions have been remitted to Great-West. Upon notice of Contract'f,ermination Due to Plan
• Termination, Plan Sponsor agrees to provide any and all information and instructions Great-VVest requires
to properly comply,with Plan Sponsor's nofification of Plan Termination and �subject to the. provisions of
tfie Fixed Accourit ride[(s).
Rlan .Sponsor acknowledges that the amount distributed from the Contract upon Rlan Termination shall .
be equal to the balance.of each Participant Account as reflected in the. �ecortls of Grea#-1Nest on the date
of Diffiri6ution subject to the provisions in the Fixed Account rider(s), less all outstanding chai�ges or fees,
including an applic8ble contract termination charge, and reduced by any required income tax withholding
or other applicable fees due upon Distribution.
P,lan Sponsor shall file any.and all required Forms 5500. -
If the Plan is abandoned, orphaned o� if Plan Sponsor cannoCbe located. or Plan 5ponso[ fails.to provide
appropriate representations and instructions to Great West in connection wi4h termination of the Plan,
Great-West is authorized to accept notices, representations and,instructions from the Plan administrator
o� tnistee, the bankruptcy tnistee for Plan Sponsor, the U.S: Department of Labon,_ if applicable, oran
authorized and appropriafe representative of Plan Sponsor. Great-UVest� may also utilize any procedures
promulgated by the U.S. Department of Labor, if•applicable, or other applicable regulafory. agencies for
abaridoned or orphaned plans including the facilitation of Distributions fo :Payees performed by a
Qual'�fied Terminafion Administrator, as that term is d'efined urider Federal law and regulatioris
promulgated thereunder, or comparable person as al�lowed by applicable law.
GFAC 10 FFII Page 15
Revismn 1: Sep 12; 2016 2:13 PM 9778711Y Vdlage o'Te7uesW
SECTION 10. GENERAL PROVISIONS
10.1 Contract �
Great-West has issued this Contract to Plan Sponsor and Contractholder in consideration of the
Appiication and payment of the initial Contribution or Deposit.
10.2 Entire Contract
This Contract, including the Application, amendments, endorsements, letter agreements, specification
page, if any, and Fixed Account or other rider(s), if any, constitute the entire contract between Plan
Sponsor and Great-West.
All staterrients in the Application, in the absence of fraud, have been accepted as representations and
not warranties. Only the President, Vice-President, or the Secretary of Great-West, or their authorized
designees, can agree on behaif of Great-West to modify any provisions of this Contract.
One or more provisions of this Contract may be cfarified by letter agreement, amendment, or other
writing executed by both Great-West and PIan.Sponsor.
10:3 Contract Mod�cation
Great-West may modify this Contract from time to time to conform it to changes in tax or other law,
including applicable regulations and rulings, without consent of Rlan Sponsor or any other person.
Great-West will provide notice and a copy of any such mod�cation to Plan Sponsor as soon as
reasonably practicable.
Pian Sponsor and Great West may, by written agreement make other modifications to this Contract,
subject to the approval of the appropriate state department of insurance, if applicable.. No such
mod�cation will, without the written consent of Plan.Spons.o.r, affect the terms, provisions, or conditions
of this Contract, which are or may be applicable to Contributions or Deposits made prior to the date of
such mod�cation.
10.4 Modification of Fixed Account Oations
Great-West may offer new or cease offering existing Fixed Account options, or make other changes to
the Fixed Account options as Great West deems necessary, and subject to the approval of the state
insurance department, ff applicable. If Great-West changes material provisions,of its Fixed Account
options, Great-West will provi.de.at least si_xty (60)�calendar days written notice to the Plan Sponsor.
This notice shall explain any Fixed Account change(s), communicate the timeline and effective date of
any Fixed Account change and explain Plan Sponsors right to opt out of any Fixed Account change.
Plan Sponsor's absence of an objection to such notice will be considered consent to the change(s).
If Great-West replaces Fixed Account options and does not receive an objection from the Plan
Sponsor, Transfers between account options as disclosed in the notice witl be completed by Great-
West as of the effective date of the change. Such allocation will be in effect until such time as Great-
West receives a written Request for a different allocation.
If Plan Sponsor provides written objection to Great-West within the sixty (60) calendar day notice
period, Great-West will not make the Fixed Account change at issue. If Plan Sponsor objects to the
Fixed Account change, Great-West may terminate this Contract by providing written notice pursuant to
Section 9.1 of this Contract.
10.5 Restorations
Great-West may agree to restore any back-end load charges, market value adjustments, or other
investment charges deducted from plan assets under a prior investment option.
GFAC 10 FFII Page 16
. Revi4on t: SoD 12, 2016 2:19 PAI 9A791-02 Vipago ol Te9uesta
10.6 Plan Provisions
In all cases, the plan document shall determine (subject tb the Code) the specific features of the Plan,
which may include the availabiliry of certain types of investment options, Distributions, loans, and other
features allowecl but not mandated by the Code. Any provision of this Contract which deals with a
feature not included in the Plan shall not apply.
10.7 Non-Participatinq
This Contract is Non-Participating, meaning that it is not eligible to share in Great-WesYs divisible
surplus.
10.8 Currencv and Contributions and Deoosits
All amounts to be. paid to or by Great-Vllest must be: in currency of the United States of America. All
Contributions and Deposits to this Contract must be made payable to Great West or to a designee
acceptable to Great-West.
10.9 Nofices
Any notice o� demand by Great-V11est to or upon Plan Sponsor or any Payee may be given by mailing it
to that person's known address as stated in Great-West's file via the United States Postal Service .
or'last known email address o� facsimile number on,file.
An application, report, Request, election,. direction; notice or demand by Plan Sponsor or a Payee will
be made in a form satisfactory to Great-West. When Great-West requires it, Plan Sponsor will obtain
the:signature of the Payee on forms provided by Great-1Nest: Great-West:must first approve any
written materials developed by any other person describing this Contract.
10.10 Disclaimer
Nothing conCained in this Contract shall 6e construecl to be tax or IegaF advice, and Great-West
assumes no responsibility orliability for any costs,.including but not limited to taxes, penalties or
interest incurred by the Plan, Plan Sponsor or any othe� Payee arising out of a determination of liability.
Great West shall not be held liable for the negAgence, willful. misconduct, or failure to perform of any
' fhird party.
10.t1 Rearesentations.
Great-West shall be entitled to rely and act solely on the reports, directions proofs, notices, e�ections,
and�other information fumished to it.by Contractholder, Plan Sponsor, Participant, Altemate Payees,
Benefciaries o� their respective agent, antl such acts shall be conclusive and binding as to all persons
or corporations claiming an interest hereunder.
10.12 Non-V1laive�
The waiver by Great-West of any lireacH of any term or condition in this Contract will not. be deemed a
waiver of any prior or subsequent breach.
10.131nformation
Plan Sponsor shall furnish al( infocmetion that Great-VUest may reasonably require for the administration
of'this Contracf. Great-West shall not be responsible for any obligation this Contract until it
receives all requested information in a form acceptable to Great-West.
GFAC 10 FFII Page 17
� . ReJisionl:Sep12,20162:13P1A 9B7B1•02�uageolTequesla , �
GREAT-WESY LIFE � ANNUITY INSURANCE COMPANY
A Stock�Company
8515 East Orchard Road Greenwood �Ilage, CO 80111
For.inquiNes, informalion orresolution�ofcomp/afnts, call 1-800-701-8255.
Fixed Account
This Guaranteed Interest Fund ("GIF") Fixed Account rider ("Rided') is part of the Great-West Life 8
Annuity Insurance Company ("Great-WesY') Contrect to which it is attached.
Guaranteed Interest Fund
The GIF is a Fixed Account that is part of the General Account of Great-West. All or a portion of
Contributions and Deposits may be allocated to the GIF.
Definitions
Competing Fund- any of the following types of funds offered by the Plan Sponsor:
(a) any stable value fund; or
(b) any fund with a known or periodically declared rate of interest; or
(c) any money market fund; or
(d) any bond fund with a duration of 3 years or less
Plan Sponsor lnitiated Event — an action that materially impacts assets in the GIF as it relates to
the Plan, including but not limited to a: spin-0ff; sale; merger, full or partial plan. termination,
• including Distribution of assets performed by a.Qual'�ied Termination Administrator, as that term is •
defined under Federal law and regulations promulgated thereunder, or comparable person as
allowed by applicable law; terminating union in a multi-employer plan; terminating participating
employer in a multiple employer plan; termination by a political subdivision of a governmental
457(b) plan or a layoff of at least 20% of work force in any twelve month period.
General
For the purposes of the references in the Rider, Great-West shall use a comparable source if
applicable information is unavailable on the United States Federal Reserve Website.
Credited Interest Rate -
Interest earned on the GIF value is compounded daily to the effective annual interest rate. Unless
otherwise described in the Rider, the- interest rate to be credited to the Contractholder's assets in
the GIF during tlie calendar quarter will be determined by Great-UVest prior to the last day of the
p�evious calendar quarter and shall be reset at least quarterly. G�eat-West shall notify Plan
Sponsor, Participants, Altemate Payees and Beneficianes invested in the GIF at least thirty (30)
calendar days in advance at the address on file with Great-West should the credited interest rate
be reset more frequently than quarterly. All reset credited interest rates shall be declared in
advance..
Guaranteed lnterest Rate
The effective annual interest rate will never be less than 0%.
Guaranteed.lnterest Fund Value
The value of the Contractholder's assets in the GIF in respect of the Participant Account will be
determined as the value of (a) minus (b) where:
61f 10 FFII FL Page 1
Rev"siai 1: Sep 72. 2016 2:13 P1A 987B1-0t V�age of Te�uusta
(a) is the sum of Contributions and Deposits by and on behalf of Participants, Alternate Payees
• and Beneficiaries allocated to the GIF plus interest credited fo the Contracfholder's assets
in the GIF; and
(b) is the sum of any amounts distributed plus any amounts transferred from the GIF, as well
as charges and fees and Applicable Tax, if any.
Limitations
Great-West shall defer processing Distribution or T�ansfer Requesfs if transactions cannot be
ezecuted nr settled tlue to the closing or disruption of finaneial markets or exchanges. Great-West
'shall resume the processing Distributions and Transfers once the disruption is resolved.
Plan Sponsor shall not offer Competing Funds, as defined above, unless mutually agreecJ upon by
Great-West and Plan Sponsoc
Should the Plan Sponsor offer a Competing Fund without Great-WesYs agreement, or should an
existing Plan investment option, become a Competing Fund and remain available to the Plan
without Great-UNesYs prior agreement, and Great-West leams of such Competing Fund, Great-
West shall suspend aII.T[ansfers out of tlie GIF upon at least thirty (30) caleridar days advance
written notice to the Participants, Altemate Payees and 8eneficiaries invested in the GIF at the
address on file:with G�eat-West. TFiis Transfer restriction shail rem.ain in effect until the Competing
- Fund is removed as an eligible Plan investment option, or as otherwise mutually agreed.
Excessive Tradin4.
Based on Great-WeSYs excessive'trading policy; Great-West shall restrict a Participant, Alternate
Rayee or Benefciary from.making a Transfer into the,GlF for up to thirty (30) calendar days from
the date of the most recenf Transfer from the GIF. Contributions and Deposits, other than
Tcansfers, wiil be allowed into the GIF during the thirty (30) day period.
Rlan Soonsor Initiated Events
Plan Sponsor shall provide notification to Great-West at least thirty (30) calendar tlays in advance
of a f'Ian Sponsor Initiated Event.
Unless a; Plan Sponsor Initiated Event causes Great-West to require Plan S,ponsor to make an
election of a.Contract Termination Option in this Ride� with respect.to the GIF assets affected by
the Plan Sponsor Initiated Event or when Great=V1(est and Plan Sponsor otherwise agree, Great-
West shall remit the lesser of the Participant Account Value invested 'in the GIF or the Participant
Account Value invested in the GI.F as reduced .by the Market Value Adjustment Fector formula as.
described in Contract Termination Option 1 in this Rider upon any Participant, Alternate Payee or
' Beneficiary Distribution, including a plan to plan Transfer or transfer from a gavemmental plan to
purchase service credits, that occurs within 12 months after the date:Great-We"st recognizes the.
Plan Sponsor Initiated Event ("Event Date"}. The Event Date shall be the Calculation Date for
purposes of calculating the.Market Value Adjustinent Factor. If the average of the 3 year and 5
year Treasury Constant Maturity rates, as of the Event Date, is 300 basis points or more above the
lowest weekly average of the 3 and 5 year Constant Maturity T�easuries over the;previous 104
weeks from the Event Date, the Market Value Adjustment period atiove shall apply thirty-six
months after the Event Date.
If the Market �alue Adjustment Factor is positive, a Market Value Adjustment shall not be
assessed. '
Any Plan Sponsor choosing to remove the GIF as an eligible Plan: investment option but not
declare a contraot termination date, may Transfer the Group Cont�actholder's GIF value upon
election of Contract Termination Options 1 or 2•as identified in this Rider below, based on mutualiy
agreed upon dates. References to contract termination date shall not apply.
GIF 10 FFII FL Page 2
RovislanLSep12,20162:�9PM 98781-0Z WlageolTequesl�
Contract Termination
At least sixty (60) calendar days before the contract termination date, Plan Sponsor must notify
Great-West, in writing, of its selection from among the Contract Termination Options describetl
below, Great-West shall remit all GIF amounts pursuant to the Plan Sponsor elections.
Contract Termination Options
1. Lump Sum Payment with Market Value Adjustment — The Market Value Adjustment
will be calculated as of the date Great-West receives notice of contract termination.
in good order, or another date as mutually agreed ("Calculation Date"). Within
seven.(7) Business Days after the contract termination date, Great-INest will remit
the lesser of the total PaRicipant Account Values of the Contractholder's assets in
tfie GIF ("book value") or the book value of the GIF adjusted by tfie Market Value
Adjustment Factor described below. If Great-WesE receives the difference between
any recluced MVA and book value from Plan Sponsor prior to the contract
termination date, Great•West will remit the book value.
Market Value Adjustment (MVA) = MVAF x(book value)
The Market Value Adjustment Factor (MVAF) is:
MVAF= (1+i)� -1
(i+j+1.0%)
Where:
r is the Three (3) Year Treasury Constant Maturity rate as published in United States
Federa! Resecve Website on. the later of the Contract Date and the last Business
Day of the week two (2) years prior to the Calculation Date.
j is the Three (3) Year Treasury Constant Maturity. rate as published in United States
Federal Reserve Website on the last Business Day of the week prior to the,
Galculation Date.
2. Payment at Bobk Value — Great-West shall remit the total Participant Account
Values of the Contractholder's assets. in tlie GIF ("book•value") pursuant to a) or b)
below. Great-West shall not reset the credited inferest rate on the Contractholder's
assets in the GIF after the contract termination date.
(a) Great-West_will remit the book value no later than twelve (12) months after
the contract termination date. .
Unless Plan Sponsor retains Great-Wes4 as the Plan recordkeeper, no Plan
� loans shall be made from the GIF assets and Contributions and Deposits will
not be accepted into the GIF after the contract termination date. A
percentage of Transfers, including plan to plan transfers or transfers from a
govemmental plan to purchase service credits from the Participant Account
shall be restricted as of the contract termination date. Great-West shall
notify Farticipants, Alternate Payees and Beneficiaries invested in the GIF of
this restriction at least thirty (30) calendar days.in �advanee, at the address
on file with Great-West. In the event such notice is provided to a
Participant, Alternate Payee or Beneficiary fewer than thirty (30) days before
the coritract termination date, the restriction shall not take effect for such
GIF 10 FFII FL Page 3
Rowsbn 1: Snp 12.20162:18 PM 98791-02� V�lugeolTequesW
Participant, Altemate Peyee or Beneficiary sooner than thirty (30) days from
the date of such notice.
Distributions may be made from the GIF at any time.
No Plan Sponsor Transfers shall be allowed after the contract termination'
date.
Option a) shall apply only ff, on the date Great-West receives notice of
contract terminatibn in good order, the average of the 3 year and 5 year
Treasury Constant Maturity rates is less than 300 basis points above the
lowest weekly average of .the 3 and 5 year Constant Maturity Treasuries
oVer the previous 104 weeks from notice. Great-West shall use published
rates f[om the United States Federal Reserve website. Otherwise, option (b).
shall apply.
Numerica/ Example: .On the date notice of contract termination is
received by Great-West in good order, the average of the 3 year and 5
year Treasury Constant Matunty rates is 4.00%. Over the previous 104
weeks irom notice, the /owest average of the 3 year and 5 year Treasury
Constant Maturity rates from the United Sfates Federa/ Reserve websile
was 2.25%, Since 4.00% is /ess than 300 basis points above 2.25%,
op;ion a) applies.
(b). Great-West will remit the book value no laterthan thirty-six (36) months after
contract termination date.
lJnless Plan Sponsor retains Great-West as the Plan recordkeeper, no Plan
• loans shall be made from the GIF assets and Contributions and Deposits will ,
not be accepted into the GIF after the confract termination date. Participant;
Altemate Payee and Beneficiary Transfers, including plan to plan transfers
or transfers from a govemmental plan to purchase service credits, shall be
restricted to a percentage of Participant Account assets in the GIF pursuant
to the following schedule:
Months from % of
contract tertnination date Transfers Allowed
0-12 0°/a
13-24 a total of 25% of Participant GIF
assets � as of Janua .ry 1" in the
year of the 13'" month.
25-36 a total of 33% of Participant GIF
assets�as of .lanuary 1" in the
year of the 25'" month.
Great-West .shall notify Participants, Alternate Payees and Beneficiaries
invested in the GIF of this restriction at least thirty (30) calendar days in
advance, at the address on file with Great-West. In the event notice is
provided to a Participant, Alternate Payee or Beneficiary fewer than thirty
(30) days before the contract termination date, the restriction shall not take
effect for such Participant, Altemate Payee or Beneficiary sooner than thirty
(30j days from the date of such notice.
Distributions may be made irom the GIF at any time.
61F 10 FFlI FL Page 4
, Rer�;m 1: Sep t2, 20f 6 2:17 PIA 98781-02 V'ii. age o17eGuesta
No Plan Sponsor Transfers shall be allowed
Option b) shall apply only if, on the date Great-West receives contract
termination notification in good order, the average 3 year and 5 year
Treasury Constant Maturity rates is 300 basis points or more above the
lowest weekly average of the 3 and 5 year Constant Maturity Treasuries
over the previous 104 weeks from notice. Great-West shall use published
rates from the United States Federal Reserve website.
Numencal Example: On the date notice of contract termination is received by.
Great-West in good order, the average of fhe.3 year and 5 year Treasury
Consfant Maturity rates. is 6.00%. Ove� fhe previous 104 weeks irom notice, the
lowest averege of the 3 year and 5 year Treasury Constanf Matunty rates from
the llnited States Federal Reserve website. was 2.50%. Since 8.00% is more
than 300 basis points above 2.50%, option b) applies.
3. Payment in 20 Quarterly InsFallments — Great-West will remit the total Participant
Account Values of the Contractholders assets in the GIF ("book yalue") in twenty
quarterly instailments with the first installment comprising 1/20' of the book value on
the date remitted, that payment being made no later ihan ninety (90) calendar days
after contract termination date. The remaining payrrients shall be incrementally
remitted in fractional amounts of remaining book value each quarter over the
succeeding nineteen quarters (e.g. 1/19, 1/18...1/1) until the total book value is
remitted.
Unless Plan Sponsor retains Great-West as the Plan recordkeeper, no Plan loans
shall be made from the GIF assets and Contributions and Deposits will not be
� accepted into the GIF after the contract termination date. No Plan Sponsor or
Participant, Altemate Payee or Beneficiary Transfers including plan to plan transfers
' or transfers from a.govemmental pla.n to purchase service credits shall be allowed.
Distributions may be made from the GIF at any time.
4. Any other termination option a!lowa6le under applicable law as mutually agreed
upon in writing by Great-tNest and: Plan Sponsor.
Signed for Great-West Life & Annuity Insurance Company on the Effective Date of the Group
Annuity Contract.
���� ��
President
GIF 10 fFll FL Page 5
RovisNnl;Sepf2,20162:13PA1 A81B1-02 YOageofTequesta
GREAT-WEST�LIFE 8 ANNUITY INSURANCE-COMPANY
A StockEompany
8515 East Orchard Road Greenwood Vllage, CO 80111
For servlce, cal/1-800-701-8255' .
Letter Agreement
This Letter Agreement is attached to and made part of fhe Great-West Life 8 Annuity
lnsuraRCe Company Contract (GFAC 10 FFII), pursuant to Section 10.02 "Entire Contract". �
This Letter Agreement supersedes and replaces any oiher previous Lener Agreements or
representations. ,�
Great-West Life & Annuity Insurance. Company ("Great-West") and Village of l'eque5ta ("Plan
$ponsor"). agree to the following clarifications and mod�cations of the Great-WesYs Group Fixed
Deferred Annuity Contract ("ContracP'), Contract Number 98781-02.
1. . Contract .IVlaintenance Charqe — The Contract Maintenance Charge as described in the
Contract is $
2. Contract Termination Charqe - The Contract TeRnination Charge described in the Contract
is %.
This Letter Agreemenf shall become effective .on the Contract Date. This Cetter Agreement may
be modified�at any time upon mutual consent of both parties.
ffIIlOL[fAg�ff1[ p��q��;�p�2,p0162:13PM 9BTBf-02YJlageafTe7uesta Pagel
GREAT-WEST LIFE 8 ANNUITY INSURANCE COMPANY
' A Stock Company �
8515 East Orchard Road Greenwood �ilage, CO 80111 .
' � Forservice,�cad1=800-701=8255 ,
� APPLICATION FOR GROUP ANNUITY CONTRACT
SECTION A. PLAN,SFONSOR
NAME OF PLAN SPONSOR FEDERAL TAX ID#
Village of Tequasta ' S9-6044081
ADDRESS " , SITUS
345TeGuesta,Dr Tequesta FL 33469 - FL
STREET CITY SfATE . ZIPCODE
TELEPHONE # � FAX# TYPE OF ENTI7Y: '
� Government "
FUIC LEGAL NAME OF PLAN
. Vllage of Tequesta 401(a)'Plan
SECTION'8. CONTRACTHOLDER .
NAh4E OF 7RUSTEE IF DIFFERENT THAN THE PLAN SPON$OR � FEDERAL TAX ID tl; if applicable
_
ADDRESS SITUS, if applicaWe
, STREET CITY STATE ZIPCO�E� �
TELEPHONE # � ,FAX # TYPE Of ENTI7Y_
.SECTION.C. P.RODUCTINFORMATION �
� - Fixed.AnnuiEy � .
,.SECTION D. PLAN INEORMA7'ION ' - �
0 401(a) Plan ' • ❑ 401(k) Plan � �: 457(b) Governmental Plan ,
❑ ERISA � Non-ERISA ❑ ERISA ❑ Non-ERISA
SELTIOPI E:�DEFAUL7'.INVESTMENTAPTION .
❑ Guaranteed lnterest Fund ❑ No Default Investment Option (Money returned to payee as required by law)
C�( Other Investment OPtion: �
SECTION F. FIXED ACCOUNTS
� Guaranteed Interest Fund � '
: SECTION G. SERIES AGCOUNTS ° SECTION:H... SEPARATE ACCOUNTS ' �
� None " � None '
= ,SECFION.�I:�:AGREEMENT�AND:SIGNAtURES � ' �
AGREEMENT: '
By signing this Application, Plan Sponsor and Contractholder, if ofher.than Plan Sponaor, untlerstand, accept,
and othervvise agree to.the provisions of the attached Group Annuity Contract, certify and othervyise �epresent -
that the infarrriation contained on this application is true and correct to the best of their knowledge, and agree ro'
notify Great-West of any changes to the_infortnaGon provided above.
.. S . F �:
. .qcre , .
SignaWre of Plan Sponsa Dale Signaluie of Truslee Date
if differenl.lhan Plan Spansar
Fille . rtle, '
6A6AlOFFIIFL Revisionl:Sap12,Y0162dTPM a8781•02Nllopaaliequnsta PagelOF2
FRAUD NOTICE
NOTICE: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement
of claim or an. application containing any false, incomplete, or misleading information is guilty of a felony of the
third degree.
REPLACEMENT INFORMATION:
Bv Emolover: Will this group annuiry contract replace any existing contract7 Yes: ❑. No: ❑
Bv Aqent: To the best of your knowledge, will this group annuity conVad replace any existing contract7 Yes: ❑ No: ❑
FLORIDA license agentt
Licensed Agent Signature Agent Name (printed, ryped or stampec�
Agent's Florida license identifica6on number Date
GAC A 10 Ffll FL Page 2 of 2 �
' Rarismn t:5ep12.20162:iTPld 9879t-02 Y7agedTequesfa
FIS Business Systems LLC
Governmental Defined Contribution Volume Submitter Plan
Governmental Defined Contribution Volume Submitter Plan
TABLE OF CONTENTS
ARTICLE I
DEFII�IITIONS
ARTICLE II
ADMIIVISTRATION
' 2.1 POWERS AND RESPONSIBII.,IT'IES OF TF� EMPLOYER .........................................................:........................................10
2.2 DESIGNATTON OF ADMINISTRATNE AUTHORIT'Y ..............................:.......................................................................... 10
� 2.3 ALLOCATTON AND DELEGATION OF RESPONSIBII..IT'IES ..............................................:..............................................11
2.4 POWERS AND DUTIES OF TI� ADMINISTRATOR ........................................................................................................... 11
2.5 RECORDS AND REPORTS ...................................................................................................................................................... 11
2.6 APPOINTMENT OF ADVISERS .....................:.....................................:.................................................................................. 11
2.7 INFORMATION FROM EMPLOYER ..............:.......................................................................................................................12
2.8 PAYMENT OF EXPENSES ...................................................................................................................................................... 12
2.9 MAJORITY ACTIONS .............................................................................................................................................................. 12
2 .10 CLAIMS PROCEDURES ........................................................................................................................................................... 12
� ARTICLE III
ELIGIBILTTY
3 .1 CONDITTONS OF ELIGIBILI'TY ..............................................................................................................................................12
3.2 EFFECTNE DATE OF PARTTCIPATTON .........................................................:..................................................................... 12
3.3 DET'ERM3NAT'ION OF ELIGIBII.,ITY ...................................:.......................:.........................................................................13
3.4 'I'ERMINA'TION OF ELIGIBII.,IT'Y .............................................................:.......:....................................................................13
3.5 REHIRED.EMPLOYEES AND 1-YEAR BREAKS IN SERVICE ........................................................................................... 13
3.6 OMISSION OF ELIGIBLE EMPLOYEE; INCLUSION OF INELIGIBLE EMPLOYEE ........................................................14
ARTICLE IV
CONTRIBUTION AND ALLOCATION
4.1 FORMiJLA FOR DET'ERMINING EMPLOYER'S CONTRIBUTTON ....................................................................................14
4.2 T'IME OF PAYMENT OF EMPLOYER'S CONTRIBiJ'ITON ...................................................................................................15
4.3 ALLOCATION OF CONTRIBUTTON, FORFEITIJRES AND EARNINGS ...........................................................................15
4.4 MA7�MMUM ANNUAL ADDITIONS ........................................................................................................................................ 16
4.5 ADNS'TMENT FOR EXCESS ANNUAL ADDITTONS .......................................................................................................... 19
4.6 ROLLOVERS .............................................................................................................................................................................19
4:7 PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS .................................................................................................19
4.8 MANDATORY EMPLOYEE CONTRIBUTTONS .................................................................................................................... 20
4.9 AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBU'TIONS ...................:.......................................................................... 20
4.10 PARTICIPANT DIRECTED INVEST'MENTS .......................................................................................................................... 21
4.11 QUALIFIED MII.,ITARY SERVICE ......................................................................................................................................... 21
ARTICLE V
VALUATIONS
5.1 VALUATTON OF Tf-IE TRUST FUND ..................................................................................................................................... 22
5.2 1VIET'HOD OF VALUATION ..................................................................................................................................................... 22
ARTICLE VI
DETERNIINATION AND DISTRIBUTION OF BENEFTTS
6.1 DETERMINA'TION OF BENEFITS UPON RE'ITREMENT .................................................................................................... 22
� 2014 FIS Business Systems LLC or its suppliers
i
Governmental Defined Contribution Volume Submitter Plan
6.2 DETERMINATTON OF BENEFITS UPON DEATH ................................................................................................................ 22
6.3 DETERMINATTON OF BENEFTTS IN EVENT OF DISABII,ITY .......................................................................................... 23
6.4 DETERMINATTON OF BENEFITS UPON TERMINATION .................................................................................................. 23.
6 .5 DISTRIBUTION OF BENEFITS ............................................................................................................................................... 24
6.6 DISTRIBUTION OF BENEFITS UPON DEATH ..................................................................................................................... 25
6 .7 TIIvIE OF DISTRIBUTTON ........................................................................................................................................................ 25
6.8 REQUIRED MINIMUM DISTRIBU'I'IONS ............................................................................................................................. 26
6.9 DISTRIBUTION FOR MINOR OR INCOMPETENT INDIVIDUAL .................:.................................................................... 29
6.10 LOCATION OF. PARTICIPANT OR BENEFICIARY UNKNO.WN ........................................................................................ 29
6 .11 IN-SERVICE DISTRIBUTTON .................................................................................................................................................. 30
6.12 ADVANCE DISTRIBUTION FOR HARDSHIP ....................................................................................................................... 30
6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTTON ........................................................................................ 31
I 6.14 DIRECT ROLLOVER$ ............................................................................................'.................................................................. 31
6.15 RESTRICTTONS ON DISTRIBUTTON OF ASSETS TRANSFERRED FROM A MONEY PURCHASE PLAN .................. 32
6 .16 CORRECTNE DISTRIBUTIONS .........:.................................................................................................................................. 32 .
6 .17 . HEART ACT .............................................................................................................................................................................. 32
6 :18 SERVICE CREDIT .:........................:...................:........................:..........................................:.:............................................... 33
ARTIGLE VII
� TRUSTEE AND.CUSTODIAN
7.1 BASIC RESPONSIBII.IT'IES OF TI� TRUSTEE .................................................................................................................... 33
7.2 INVEST'MENT POWERS AND DUTIES OF DISCRE'TIONARY TRUST'EE ..................................................:..................... 34
7.3 INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE ...........:.......:...................................:.:.....: 35
7.4 POWERS AND DUTIES OF CUSTODIAN .............................................................................................................................. 37
7.5 LIFEINSURANCE ....................................................................................................................................................................37
7.6 LOANS TO PARTTCIPAN"I'S ........................................................................................................................:........................... 38
7.7 ALLOCATION AND DELEGATION OF RESPONSIBILITIES ............................................................................................. 38
7.8 TRUSTEE'S COMPENSATTON AND EXPENSES AND TAXES ........................................................................................... 38
7.9 ANNiJAL REPORT OF Tf� TRUSTBE ..................................................................:............................................................... 39
7.10 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE .....:................................................................................... 39
7.11 TRANSFER OF INTEREST ...................................................................................................................................................... 39
7.12 TRUS'I'EE INDEMNIFICATION .............................................................................................................................................. 40
ARTICLE VIII
AMENDMENT, TERMINATION AND MERGERS
8 .1 AMENDMENT .......................................................................................................................................................................... 40
8 .2 TERMINAT'ION .........................................................................................................................................................................40
8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS .......................................................................................:......... 40
ARTICLE IX
' MISCELLANEOUS
9 .1 EMPLOYER ADOPTTONS ....................................................................................................................................................... 41
9 .2 PARTTCIPANTS RIGH'TS ........................................................................................................................................................ 41
9 .3 AL�NATION ...................................................................................................:........................................................................41
9.4 PLAN COMMiJr1ICATIONS, INTERPRETATTON AND CONSTRUCTION ........................................................................ 41
9.5 GENDER, NUMBER AND T'ENSE .......................................................................................................................................... 42
9 .6 LEGAL ACTTON ...........:........................................................................................................................................................... 42
� 2014 FIS Business Systems LLC or its suppliers
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Governmental Defined Contribution Volume Submitter Plan
9.7 PROHIBITION AGAINST DIVERSION OF FUNDS .............................................................................................................. 42
9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE .................................................................................................... 42
9 .9 INSURER'S PROT'ECTTVE CLAUSE ....................................................................................................................................... 42
9.10 RECEIPT AND RELEASE FOR PAYMENTS ..............................................:.......................................................................... 43
9 .11 ACTTON BY TI� EMPLOYER .........................................................:...................................................................................... 43
9.12 APPROVAL BY INTERNAL REVENUE SERVICE ............................................................................................................... 43
9 .13 PAYMENT OF BENEFITS ........................................................................................................................................................ 43
9 .14 ELECTRONIC MEDIA .................................................................................................................:............................................ 43
9 .15 PLAN CORRECTION .....................................................................................:...................................................................:...... 43
9 .16 NONTRUSTEED PLANS ........................................................:................................................................................................. 43
ARTICLE X
' PARTICIPATING EMPLOYERS
10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER ................................................................................................ 44
10.2 REQLTIREMENTS OF PARTTCIPATING EMPLOYERS ..........................................................:............................................. 44
10 .3 DESIGNATTON OF AGENT .....................................................................:............................:......................................:........... 44
10 .4 EMPLOYEE TRANSFERS ..........................................................................:.......:..................................................................... 44
10.5 PARTTCIPATING EMPLOYER'S CONTRIBUTTON AND FORFEIT'URES ............:............................................................. 44
10 ,6 AMENDMENT ...:................................:..................................................................................................................................... 44
10.7 DISCONTINUANCE OF PARTTCIPATTON ............................................................................................................................ 45
10 .8 ADMINISTRATOR'S AUTHORITY ...................................................................................................:.......................:............. 45
ARTICLE XI
MULTIPLE EMPLOYER PROVISIONS
11.1 ELECTTON AND OVERRIDING EFFECT .............................................................................................................................. 45
11.2 DEFINITTONS ...........:................................................................................................................................................................45
11.3 PARTICIPATING EMPLOYER ELECT'fONS .......................................................................................................................... 45
11 .4 'I'ESTING .............................................................................................................................................................:......................45
11 .5 COMPENSATTON ....:............................................:...:.:.............................................:...............:.:....................:........................ 45
11 .6 SERVICE ....................................................................................................................................................................................46
11.7 COOPERATION AND INDEIvINIFICATION .......................................................................................................................... 46
11 .8 INVOLUNTARY TERMINA'I'ION ........................................................................................................................................... 46
11 .9 VOLUNTARY TERMINA'I'ION ...............................................................................................................................................47
� 2014 FIS Business Systems LLC or its suppliers
iii
Governmental Defined Contribution Volume Submitter Plan
ARTICLE I
DEFII�IITIONS �
As used in this Plan, the•following words and phrases shall have the meanings set forth herein unless a different meaning is clearly
required by the context:
1.1 "Account" means any separate notational account established and maintained by the Administrator for each Participant under the
Plan. To the e�ctent applicable, a Partibipant may have any (or all) of the following notational Accounts:
(a) "Combined Account" means the account representing the Participant's total interest under the Plan resulting from Employer
contributions. In addirion, Forfeitures aze part of the Combined Account to the.extent they are reallocated.
(b) "Mandatory Coritriburion Account" means the account established heretinder to which mandatory Employee contributions
made pursuant to Section 4.8 aze allocated, to the extent such contributions aze not picked-up by the Employer pursuant to Code
§414(h). A Participant's Mandatory Contribution Account shall be fully Vested at all times.
(c) "Rollover AccounY' means the account established hereunder to which amounts transferred from a qualified plan or individual
retirement account in accordance with Section 4.6 aze allocated.
(d) "Transfer Acwunt". means the account established hereunder to which amounts transferred to this Plan from a d'uect
plan-to-plan transfer in accordance with Section 4.7 aze allocated.
(e) "Voluntary Contribution Account" means the account established hereunder to which after-taz voluntary Employee
contributions made pursuant to Section 4.9 aze allocated.
1.2 "Administrator" means the Employer unless another person or entity has been designated by the Employer pursuant to Section 2.2
to administer the Plan on behalf of the Employer.
1.3 "Adoption Agreement" means the separate agreement which is executed by the Employer and sets forth the elecrive provisions of
this Plan and Trust as specified liy the Employer.
1.4 "Affiliated Employer" means any entity required to be aggregated with the Employer pursuant to Code §414.
1.5 "Alternate Payee" means an alternate payee pursuant to a qualified domestic relations order that meets the requirements of
Code §414(p).
1.6 "Anniversary Date" means the last day of the Plan Year.
1.7 "Annuity Starting Date" means, with respect to any Participant, the fust day of the fust period for which an amount is paid as an
annuity, or, in the case of a benefit not payable in the form of an annuity, the first day on which all events have occurred which entitles the
Participant to such benefit.
1.8 "Beneficiary" means the person (or entity) to whom all or a portion of a deceased Participant's interest in the Plan is payable,
subject to the restrictions of Sections 6.2 and 6.6.
1.9 "Code" means the Internal Revenue Code of 1986, as it may be amended &om time to time.
1.10 "Compensation" means, with respect to any Participant, the amount determined in accordance with the following provisions,
except as otherwise provided in the Adoption Agreement.
(a) Base definition. One of the following, as elected in the Adoption Agreement:
(1) Information required to be reported under Code §§6041, 6051 and.6052 (Wages, tips and other compensation as reported
on Form W-2). Compensation means wages, within the meaning of Code §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 §§6041(d), 6051(a)(3) and 6052. Compensation must be determined without
regard to any rules under Code §3401(a) that limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)).
(2) Code §3401(a) Wages. Compensation means an Employee's wages within the meaning of Code §3401(a) for the purposes
of income tax withholding at the source but determined without regard to any rules that limit the remuneration included in
wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor
in Code §3401(a)(2)).
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Governmental Defined Coritribution Volume Submitter Plan
(3) 415 safe hazbor compensadon. Compensation means wages, salaries, for Plan Years beginning atter December 31, 2008,
Military. Differential Pay, and fees for professional services and other amounts received (without regazd to whether or not an
amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the
Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid
salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips,
bonuses; fringe benefi#s, and reimbursements, or other expe,nse allowances under a nonaccountable plan (as described in
Regulation § 1.62-2(c))), and excluding the following:
(i) " Employer contributions to a plan of deferred compensarion which are not includible in the Employee's gross
income for the taxable year in which.coniributed, or Employer coniributions under a simplified emgloyee pension plan to
the e�ctent such contriburions are exoludable from the Employee's gross income, or any distributions from a plan of
defened compensation;
(ii) Amounts realized &om the exercise of a nonqualified stock option, or when. restricted stock,(or property) held by
the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; .
(iii) Amounts sealized from the sale, exchange or other disposition of stock acquired under a qualified stock option;
and
(iv) Other amounts whicli receive special tax benefits,.or contributions made by the Employer (whether or not under a
salary deferral agreement) towazds the purchase of an annuity contract described in Code §403(b) (whether or not the
contributions are actually excludable from the gross income of the fimployee).
` (b) Paid.during "determination period." Compensation shall inolude only that Compensation which is actually paid to the �
Participant during the "deterniination period". Except as otherwise provided in this Plan, the "determination period" is the period
elected by-the Employer in the Adoption Agreement. If the Employei makes no election, the "detetmination period" shall be the
Plan Yeaz:
(c) Inclu§ion of deferrals: Notwithstanding the above, unless othenvise elected in the Adoption Agreement, Coinpensarion sha11
include all of the following types of elective contributions and all of the following 4ypes of deferred compensation:
(1) Elective contributions that aie made by the Employer on behalf of a Patticipant that aze not includible in, gross income
� under Code §§125, 132(fl(4) 402(e)(3), 402(h)(1)(B), 402(k) and 403(b). If specifed in Appendix A to the Adoprion
Agreement (Special Effective Dates and Other Permitted Elections), amounts urider Code § 125 shall be deemed to include any
amounts not available to a Participanf in cash in lieu of gtoup health coverage because the Participant is unable to certify that
he oi she has other health coveiage. An amodnt will be treated: as an amount under Code § 125 pursuant to th'e preceding
sentence only if the Employer does not request or collect inforniation regarding the Participarit's other health wverage as part
of the enrollment process for ttie health plan.
(2) Compensation deferred under an eligible deferred compensation plan within the meaning of Code §457(b).
(3) Employee contributions described in Code §414(h)(2) that aze picked-up by the employing unit and thus are treated as
Employer contributions.
(d) Post-severance compensation — Code §415 Regulations: The Administrator shall adjust Compensation, for Plan Years
beginning on or after July 1, 2007 (or such other date as the Employer specifies in the Compensation Section of the Adoption
Agreement), for amounts that would otherwise_be included in the definition of Compensation but aze paid by the later of
2 1/2 months.after a Participant's severance from employment with the Employer or the end of the Plan Year that includes the date �
of the ParticipanYs severance from employment with the Employer , in accordance with the following, as eleqted in the
Compensation Section of the Adoption Agreement. The preceding time period, however, does noY apply with respect to payments
described in Subsections (4) and (5) below. Any other payment of compensarion paid after severance of employment that is not
described in the following types of compensation is not considered Compensation, even if payment. is made within'the time period
specified above.
(1) Regular pay..Compensation shall include regular pay after severance of employment (to the extent otherwise included in
the definition of Compensation) if
(i) The payment is regular compensation for services.during the Participant's regulaz working hours, or compensarion
for services outside the Participant's regulaz worldng hours (such as overtime or shift differential), commissions, bonuses,
or other similar payments; and .
(ii) The payment would have been paid to. the Participant prior to a severance &om employment if the Participant had
continued in employment with the Employer.
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Governmental Defined Contribution Volume Submitter Plan
(2) Leave cash-outs. Compensarion shall include leave cash-outs if those amounts would have been included in the
definition of Compensation if they were paid prior to the Participant's severance from employment with the Employer, and the
amounts are for unused accrued bona fide sick, vacation, or other leave, but only if the Participant would have been able to use
the leave if employment had continued.
(3) Deferred compensation. Compensation shall include deferred compensation ifthose amounts would have been included
in the definition of Compensation if they were paid prior to the Participant's severance from.employment with the Employer,
and the amounts aze received pursuant to a nonqualified unfunded deferred compensation plan, but only if the payment would
have :been paid if the Participant had continued in employment with the Employer and only to the extent the payment is
includible in the Participant's gross income.
(4.) Military Diff'erential Pay. Gompensation shall include 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 §414(u)(1)) to the e�ent 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 qualif ed military service.
(5) Disability pay. Compensation shall include compensation paid to a Participant who is permanently and totally disabled,
as defined in Code §22(e)(3), provided, as elected by the Employer in the Compensation Section of the Adoption Agreement,
salary continuation applies to all Participants who are permanently and totally disabled. •
(e) Dollar limitation. Compensation in excess of $200,000 shall be disregarded for all. Such amount shall be adjusted by the �
Commissioner for increases in the cost-of-living in accordance with Code §401(a)(17)(B). T'he cost-of living adjustment in effect
for a calendar year applies to any "determination period" beginning with or within such calendar year. If a"determination period"
consists of fewer than twelve (12) months, the $200,000 annual Compensation limit will be multiplied by a fraction, the numerator
of which is the number of months in the "deternunarion period," and the denominator of which is rivelve (.12). In applying any Plan
limitation on the amount ofmatching contriburions, where such litnits are expressed as a.percentage of Compensation, the
Administrator may apply the Compensation limit under this Section annually, even if the matching contribution formula is applied
on any time interval which is less than the full Plan Year or the Administrator may pro rate the Gompensation limit.
In the case of an"eligible Participant," the dollar limitation under Code §401(a)(1Z) shall not apply to the extent the amount
under the Plan would be 'reduced below the amount which was allowed to be taken into account under the Plan as in eflect on July
1, 1993. For purposes ofthis provision, an"eligible Participant" is an individual who first became a Participant before the first Plan
Year beginning after the earlier of (i) the Plan Year in wluch the Plan was amended to reflect Code §401(a)(17j, or (ii) December
31, 1995.
�
( fl Non-eligible Employee. If, in the Adoption Agreement, the Employer elects to exclude a class of Employees from the Plan,
then Compensation for any Employee who becomes eligible or ceases to be eligible to participate during a"determination period"
shall only include Compensation while the Employee is an Eligible Employee.
(g) Amendmen� If, in connection with the adoption of any amendment, the definition of Compensation has been modified, then,
except as otherwise provided herein, for Plan Years prior to the Plan Year which includes the adoption date of such amendment,
Compensation means compensation determined pursuant to the terms of the Plan then in effect.
1.11 "Contract" or "Policy" means any life insurance policy, retirement income policy, or annuity contract (group or individual)
issued by the Insurer. In tlie event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the
Plan provisions shall control.
1.12 "Custodian" means a person or entity that has custody of all or any portion of the Plan assets.
1.13 "Directed Trustee" means a Trustee who, with respect to the investment of Plan assets, is subject to the d'uection of the
', Administrator, the Employer, a properly appointed Investment Manager, or Plan Partici ant. To the extent the Trustee is a D'uected
P
Trustee, the Trustee does not have an discretion authori with res ect to the investment of Plan assets. In addition the Trustee is not
Y az'Y tY P ,
responsible for the propriety of any directed investment made pursuant to this Section and shall not be required to consult or advise the
Employer regazding the investment quality of any d'uected investment held under the Plan.
1.14 "Discretionary Trustee" means a Trustee who has the authority and discretion to invest, manage or control any portion of the
Plan assets.
1.15 "Early Retirement Date" meaas the date specified in the Adoption Agreement on which a Participant has satisfied the
requirements specified in the Adoption Agreement (Early Retirement Age). If elected in the.Adopdon Agreement, a Participant shall
become fully Vested upon satisfying such requirements if the Participant is still employed at the Eazly Retirement Age.
' A Participant who severs from employment aRer sadsfying any service requirement but before satisfying the age requirement for
Early Retirement Age and who thereafter reaches ttie age requirement contained herein shall be enritled to receive benefits under this Plan
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Governmental Defined Contribution Volume Submifter Plan
(other than any accelerated vesting and allocations of Employer contributions) as though the requirements for Eazly Retirement Age had
been satisfied.
1.16 "Effective Date" means the date this Plan, including any restatement or amendment of this Plan, is. effective. Where the Plan is
resfated or amended, a reference to Effective Date is the effective date of the restatement or amendment, except where the context indicates
a reference to an earlier Effective Date. If any provision of this Plan is retroactively effective, the provisions of this Plan generally control.
Hdwever, if the provision of this Plan is different from the provision of the Employer's prior plan document anil, after the retroactive
Effective Date of this Plan, the Employer operated in compliance with the provisions of the prior plan, then the provision of such.prior plan
is incorporated into this Plan for purposes of determining whether the Employer operated the Plan in compliance with its terms, provided
operation in compliance with the terms of the prior plan do not violate any qualification requirements under the Code, Regulations, or other
IR$ guidance.
The Employer may designate special effective dates for individual provisions under the Plan where provided in the Adoption -
Agreement or under Appendix,A to the Adoption Agreement (Special Effective Dates and Other Permitted Elections). If one or more
. qualified retirement plans have been merged into this Plan, fhe provisions of the merging plan(s) will remain in full force and effect until
the effective date of the plan merger(s).
,
1.17 "Eligible Employee" means any Eligible Employee as elected in the Adoption Agreement and as provided herein. An individual
shall not be an Eli ible Em lo ee if such in '
droidual is not re orted on the a oll r
g p Y p p yr ecords of the Employer as a common law employee. In
particular, it is expressly intended that individuals noYtreated as common law employees by the Employer on its payroll records and
out=sourced workers; aze not Eligible Employees and are excluded from Plan participation even if a court or administrative agency .
determines that such individuals are common law employees and not independent_contractors. Furthermore, Employees of an Affliated
Employer will notbe treated as Eligible Employees prior to the date the .Ai�liated Employer adopts the Plan as a Participating Employer:
If, in.the Adoption Agreement, the Employer elects to exclude.union employees, then Employees whose employment is govemed
by a collective bazgaining agreeuient between the Employer and "employee cepresentatives" under which retirement benefits were the
subject of good faith shall not be eligible to participate in this Plan to the extent of employment covered by such agreement,
unless the agreement provides for coverage in the Plan (see Section 4.1(d)): For this purpose, the term "employee representatives"• does not
include any organization more than half of whose members are employees who aze owners, officers, or executives of tfie Employer. If a
Participant performs services both as a collectively bargained Employee and as a non-collectively bargaineii Employee, then the
Participant's Hours of Service in each respective category are treated separately.
If, in the Adoption Agreement, the Employer elects to exclude nonresident aliens, then Employees who aze nonresident aliens
(within the meaning of Code §7701(b)(1)(B)) who received no earned income (within the meaning of Code §911(d)(2)) from the Employer
which constitutes'income from sources wittiin the United Stafes (witYiin the meaning of.Code §861(a)(3)) shall not be eligible to participate
in this Plan. In addition, this paragraph shall also apply to exclude from participation in the Alan an Employee who is a nonresident alien '
(witliin the meaning of Code §7701(b)(1)(B)) but who receives earned income (within the meaning of Code §911(d)(2)) from the Employer
that constitutes income from sources within the United States (within the meaning of Code §861(a)(3)), if all of the Employee's eamed
income from the Employei from source.s within the United States is exempt from United States income taac under an applioable income tax
convention. The.preceding sentence will apply only if all Employees described in the preceding sentence aze excluded from the Plan.
If, in the Adoption Agreement, the Employer elects to exclude Part-Time/Temporary/Seasonal Employees, then notwithstanding
any such exclusion, if any such excluded Employee actually completes or completed a Yeaz of Service, then such Employee will cease to
be within this particular excluded class.
1.18 "Employee" means any person who is employed by the Employer. The term "Employee" shall also include any person who is an
employee of an Affiliated Employer and any Leased Employee deemed to be an Employee as provided in Code §414(n) or (o).
1.19 "Employer" means the governmental entity specified in the Adoption Agreement, any successor wluch shall maintain this Plan and
any predecessor which has maintained this Plan. In addition, unless the context means othetwise, the term "Employer" shall include any
Participating Employer which shall adopt this Plan. This plan may only be adopted a state or local governmental entity, or agency thereof,
including an Indian tribal govemment, and may not be adopted by any other entity, including a federal government and any agency or
instrumentality thereof.
1.20 "Fiscal Year" means the Employer's accounting year.
1.21 "Forfeiture': means that portion o£a Participant's Account that is not Vested and is disposed of in accordance with the provisions
of the Plan.
A Forfeiture will occur on the earlier of:
(a) The last day of the Plan Year in which a Participant incurs five (5) consecurive 1-Year Breaks in Service, or
(b) The distribution of the entire Vested portion of the ParticipanYs Account of a Participant who has severed employment with the
Employer. For purposes of this provision, if the Participant has a Vested benefit of zero, then such Participant shall be deemed to
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4
Governmental Defined Contribution Volume Submitter Plan
have received a distriburion of such Vested benefit as of the yeaz in which the severance of employment occurs. For this purpose, a
Participant's Vested benefit shall not include: (i} qualified voluntary employee contributions within the meaning of Code
§72(0)(5)(Bj, and (ii) the ParticipanPs Rollover Account.
Regardless of the preceding if a Participant is eligible to share in the allocation of Forfeitures in the year in which the Forfeiture
would othe;wise occur, then the Forfeiture will not occur un61 the end of the,first Plan Year for which the Participant is not eligible to share
in the allocation of Forfeitures. Furthermore, the term "Forfeiture" shall also include amounts deemed to be Forfeitures pursuant to any
� other provision of this Plan.
1.22 "Former Employee" means an individual who has severed employment with the Employer or an Affiliated Employer.
1:23 "415 Compensation" means, with respect to any Participant, such Participant's (a) Wages, tips and other compensation on Form
W-2, (b) Code §3401(a) wages or (c) 415 safe hazbor compensation as elected in the Adoption Agreement for purposes of Compensation
(and as defined in Subsecrions 1.18(a)(1)-3 respectively). 415 Compensation shall be based on the full Limitation Yeaz regardless of when
participation in the Plan commences. Furthermore, regardless of any election made in the Adoption Agreement, 415 Compensation shall
include any elective deferral (as defined in Code §§402(e)(3), 402(k) and 402(h)(1)(B)) and any amount which is contributed or deferred
by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code
§§125, 457, and 132(fl(4). In addition, for yeazs beginning after December 31, 2008 Military Differential Pay is treated as 415
Compensation.
(a) Deemed 125 compensation. If elected in Appendix A to the Adoption Agreement (Special Effective Datesand Other
Permitted Elections), amounts under Code § 125 shall be deemed to include any amounts not available to a Participant in cash in lieu
of group health coverage because the Participant is unable to certify that he or she has other health wverage. An amount will be
treated as an amount under Code § 125 pursuarit to the preceding sentence only if the Employer does not request or collect
information regarding the ParticipanYs other health coverage as parf of the enrollment process for the health plan.
(b) Post-severance compensation. Tlie .Administrator shall adjust 415 Compensation, for Limitation Yeazs beginning on or after
July 1, 2007, or such earlier date as the Employer specifies in the Compensation Section of the Adoption Agreement, for amounts
that would othenvise be included in the definition of 415 Compensation but are paid by the later of 2 1/2 months after a Participant's
severance from employment with the Employer or the end of the Limitation Year that includes the date of the Participant's
severance from employment with the Employer, in accordance with the following, as elected in the Compensation Section of the
Adoprion Agreement. The preceding time period, however, does not apply with respect to payments described in Subsections (4)
and (5) below. Any other payment of compensation paid after severance of employment that is not described in the following types
of compensation is not considered 415 Compensation, even if payment is made within the time period specified above.
(1) Regular pay. 415 Compensation shall include regular pay after severance of employment (to the extent otherwise
included in the definition of 415 Compensation) if:
(i) The payment is regular compensation for services during the ParticipanYs regular working hours, or compensation
for services outside the Participant's regular working hours (such as overtime or shift differential), commissions, bonuses,
oi other similar payments; and
(ii) The payment would have been paid to the Participant prior to a severance from employment if the Participant had
continued in employment with the Employer.
(2) Leave cash-outs. 415 Compensarion shall include leave cash-outs if those amounts would have been included in the
definition of 415 Compensation if they were paid prior to the Participant's severance from employment with the Employer, and
the amounts are for unused accrued bona fide sick, vacation, or other leave, but only if tlie Participant would have been able to
use the leave if employment had continued.
(3) Deferred compensation. 415 Compensation shall include deferred compensation if those amounts would have been
included in the definirion of 415 Compensation if they were paid prior to the Participant's severance from employment with the
Employer, and the sinounts are received pursuant to a nonqualified unfunded deferred compensation plan, but only if the
payment would have been paid if the Participant had continued in employment with the Employer and only to the extent the
payment is includible in the Participant's gross income.
(4) Military Differential Pay. 415 Compensation sha11 include 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 §414(u)(1)) to the e�ent 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.
(5) Disability pay. 415 Compensation shall include compensation paid to a Participant who is permanently and totally
disabled, as defined in Code §22(e)(3), provided, as elected by the Employer in the Compensation Section of the Adoption
Agreement, salary continuation applies to all Participants who are permanently and totally disabled for a fixed or determinable
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Governmental Detined Contribution 1
Vo ume Submifter Plan
period, or the Participant was not a highly compensated employee (within the meaning of Code §414(c�) immediately before
becoming disabled.
(c) Inclusion of certain nonqualified deferred compensation amounts. If this is a PPA restatement and prior to the restatement
Compensation included all items includible in compensation under Regulation § 1.415(c)-2(b) (Regulation § 1.415-2(d)(2) under the
Regulations in effect for Limitation Years beginning prior to July 1, 2007) then 415 Compensation for Limitation Years prior to the
adoption of this restatement shall include acriounts that are includible in the gross income of a Participant under the. rules of Code
§409A or Code §457(�(1)(A) or because the amounts are constructively received by the Participant. For Plan Yeazs beginning on
and after the Plan Yeaz in which this restatement is adopted, the Plan does not provide for a definition of 415 Compensarion
including all items in Regularion §1.415(c)-2(b).
(d) Back pay. Back pay, within the meaning of Regulations § 1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation
Yeaz to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included
under this definition.
(e) Dollar limitation. 415 Compensation will be limited to the same dollaz limitations set forth in Section 1.10(e) adjusted in such
manner as pemutted under Code §415(d).
(fl Amendment Except as otherwise provided herein, if, in connection with the adoption of any amendment, the definition of 415
Compensation has been modified, then for Plan Years prior to the Plan Year which includes the adoption date of such amendment,
415 Compensation means compensation determined pursuant to the terms of the Plan then in effect. '
1.24 "Hour of Service" means (a) each hour for which an Employee is d'uectly or indirectly compensated or entitled to Compensation
by the Employer for the performance of duries during the applicable computation period (these hours will be credited to the Employee for
the computation period in which the duties are performed); (b) each hour for which an Employee is d'uectly or ind'uectly compensated or
entitled to Compensation by the Employer (irrespective of whether the employment relationship has terniinated) for reasons other than
performance of duties (such as vacation, holidays, siclmess, incapacity (including disability), jury duty, lay-off, military duty or leave of �
absence) during the applicable computation period; (c) each hour for which back pay is awarded or agreed to by the Employer without
regazd to mitigation of damages (these houi�s will be credited to the Employee for the computation period or periods to which the awazd or
agreement pertains rather ihan the computation period in which the awazd,. agreement or payment is made). The same Hours of Service
shall not be credited.both under (a) or (b), as the case may be, and under (c):
Notwithstanding (b) above, (1) no more than 501 Hours of Service will be credited to an Employee on account of any single
continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period);
(2) an hour for which an Employee is d'uectly or indirectly paid, or entitled to payment,.on account of a period during which no duties are
performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of
complying with applicable workers' compensarion, or unemployment compensation or disability insurance laws; and (3) Hours of Seryice
are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by
the Employee. Furthermore, for purposes of (b) above, a payment shall be deemed to be made by or due from the Employer regazdless of
whether such payment is made by or due from the Employer d'uectly, or ind'uectly through, among others, a trust fund, or insurer, to which
the Employer contributes or pays premiums and regazdless of whether contributions made or due to the trust fund, insurer, or other entity
aze for the benefit of particular Employees or aze on behalf of a group of Employees in the aggregate.
Hours of Service will be credited for employment with all Affiliated Employers and for any iridividual considered to be a Leased
Employee pursuant to Code §414(n) or 414(0) and the Regulations thereunder.
Hours of Service will be determined using the actual hours method unless one of the methods below is elected in the Adoption
Agreement If the actual hours method is used to detemune Hours of Service, an Employee is credited with the actual Hours of
Service the Employee completes with the Employer or the number of Hours of Service for which the Employee is paid (or entitled
to payment).
If the days worked method is elected, an Employee will be credited with ten (10) Hours of Service if under the Plan such Employee
would be credited with at least one (1) Hour of Service during the day.
If the weeks worked method is elected, an Employee will be credited with forty-five (45) Hours of Service if under the Plan such
Employee would be credited with at least one (1) Hour of Service during the week:
If the semi-monthly payroll periods worked method is elected, an Employee will be credited with ninety-five (95) Hours of
Service if under the Plan such Employee would be credited with at least one (1) Hour of Service during the semi-monthly payroll
period
If the months worked method is elected, an Employee will be credited with one hundred ninety (190) Hours of Service if under the
Plan such Employee would be credited with at least one (1) Hour of Service during the month.
' OO 2014 FIS Business Systems LLC or its suppliers
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Governmental Defined Contribution Volume Submitter Plan
If the bi-weekly payroll periods worked method is elected, an Employee will be credited with ninety (90) Hours of Service if
under the Plan such Employee would be credited with at least one (1) Hour of Service during the bi-weekly payroll period.
1.25 "Insurer" means any legal reserve insurance company which has issued or shall issue one or more Contracts or Policies under the
Plan. .
1.26 "Investment Manager" means a person or entity which renders investment advice for a fee or other compensation, d'uect or
ind'uect, with respect to any monies or property ofthe Plan and which is appointed in accordance with Section 2.1(b).
1.27 "Late Retirement Date" means the date of, or the first day of the month or the Anniversary Date coinciding with or next
following, whichever corresponds to tlie election in the Adoption Agreement for the Normal Retirement Date, a Participan#'s actual
retirement after having reached the Normal Retirement Date.
1.28 "Leased Employee" mean's any person (other than an Employee of the recipient Employer) who, pursuant to an agreement
between the recipient Employer and any other person or entity ("leasing organization"), has performed services for the recipient (or for the '
recipient and related persons determined in accordance with Code §414(n)(6)) on a substantially full time basis for a period of at least one
year, and such services aze performed under primary d'uection or control by the recipient Employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as
provided by the recipient Employer. Furthermore, Compensation for a Leased Employee shall only include compensation from the leasing
organization that is attributable to services performed for the recipient Employer.
A Leased Employee shall not be considered an employee of the recipient Employer if: (a) such employee is covered by a money
purchase pension plan providing: (1) a non-integrated employer contribution rate of at least ten percent (10%) of compensarion, as defined
in Code §415(c)(3), (2) immediate participarion, and (3) full and immediate vesting; anil (b) leased employees do not constitute more than
twenty percent (20%) of the recipient Employer's nonhighly compensated worl�'orce.
1.29 "Limitation Year" means the "determination period" used to determine Compensation. However, the Employer may elect a
different Limitation Year in Appendix A to the Adoption Agreement (Special Effective Dates and Other Permitted Elecrions). All qualified.
plans maintained by the Employer must use the same Limitation Year. Furthermore, unless there is a change to a new Limitation Year, the
� Limitation Year will be a twelve (12) consecutive month period. In the case of an initial Limitation Year, the Limitation Yeaz will be the
twelve (12) consecutive month period ending on the last day of the period specified in the Adoption Agreement. If the Litciitation Year is
amended to a different twelve (12) consecutive month period, the new "Limitation Year" must begin on a date within the "Limitation Year"
in which the amendment is made. For Limitarion Yeazs beginning on and after July 1, 2007, the Limitation Year may only be changed by a
Plan amendment. Furthermore, if the Plan is terminated effective as of a date other than the last day of the Plan's Limitation Year, then the
Plan is treated as if the Plan had been amended to change its Limitation Year.
1.30 "Military Differential Pay" means, for any Plan or Limitation Year beginning aftec.June 30, 2007, any differential wage payinents
made to an individual that represents an amount which, when added to the individual's military pay, approximates the amount of
Compensarion that wa§ paid to the individual while worldng for the Employer. Notwithstanding the preceding sentence, for Compensation
"determination periods" beginning after December 31, 2008, an individual receiving a differential wage payment, as defined by
Code §3401(h)(2), is treated as an Employee of the Employer making the payment.
1.31 "Nonelective Contribution" means the Employer's contributions to the Plan.
1.32 "Normal Retirement Age" means the age elected in the Adoption Agreement at which time a Participant's Account shall be
nonforfeitable (if the Participant is employed by the Employer on or after that date). For money purchase pension plans, if the employer
enforces a mandatory retirement age, then the Normal Retirement Age is the lesser of that mandatory age or the age specified in the
Adoption Agreement.
1.33 "Normai Retirement Date" means the date elected in the Adoption Agreement.
1.34 "1-Year Break in Service" means, if the Hour of Service method is used, the applicable computation period that is used to
determine a Year of Service during which an Employee or Former Employee has noY completed more than 500 Hours of Service. However,
if the Employer selected, in the Service Crediting Method Section of the Adoprion Agreement, to define a Year of Service.as less than
1,000 Hours of Service, then the 500 Hours of Service in this definition.of 1-Year Break in Service shall be proportionately reduced.
Further, solely for the purpose of determining whether an Employee has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "matemity and patemity leaves of absence." For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee
from incurring a 1-Yeaz Break in Service, or, in any other case, in the immediately following computation period. The Hours of Service
credited for a"matemity or paternity leave of absence" shall be those which would normally have been credited but for such absence, or, in
any case in which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total
Hours of Service required to be credited for a"maternity or paternity leave of absence" shall not exceed the number of Hours of Service
needed to prevent the Employee from incurring a 1-Year Break in Service.
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Governmental Defined Contribution Volume Submitter Plan
"Authorized leave of absence" means an unpaid, temporary cessation from active employment with the Employer pursuant to an
established policy, whether occasioned by illness, military service, or any other reason.
A"matemity or patemity leave of absence" means an absence from work for any period by reason of the Employee's pregnancy,
birth of the Employee's child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the
purpose of caring for such child for a period immediately following such birth or placement.
If the elapsed time method is elected in the Service Crediting Method Section of the Adoption Agreement, then a"1-Year Break in
Service" means a twelve (12) consecutive month period beginning on the seveiance from service daYe or any anniversary thereof and
ending on the next succeeding anniversary of such date; provided, however, that the Employee or Former Employee does not perform an
Hour of Seryice for the Employer during such twelve (12)_consecutive month period.
1.35 "Participant" means any Employee or Former Employee who has satisfied the requirements of Sections 3.1 and 32 and entereii
the Plan and is eligible to accrue benefits under the Plan. In addition the term "Participant" also includes any individual who was a
Participant (as defined in the preceding sentence) and who must continue to be taken into. account under a particulaz provision of the Plan
(e.g., because the individual has an'Account balance in the Plan).
1.36 "Participant Directed Account" means that portion of a Participant's interest in the Plan with respect to which the Par[icipant has
directed the inveshnent in accordance with the Participant D'uection Procedures.
1.37 "Participant Direction Procedures" means such instructions, guidelines or polioies, the terms of which are inwiporated herein, as
shall be established to Section 4.10 and observed by the Administrator and applied and provided to Participants who have
Participant Directed Accounts.
1.38 "Participating Employer=' means an Employer which, with the consent of the "lead Employer" adopts the Plan pursuant to Section
10.1 or Article XI. In addition, uriless tlie context means otherwise, the term "Employer" shall include any Participating Employer which
shall adopt this Plan._
1.39 "Per,iod of Service" means the aggregate of all periods of seryice commencing with an Employee's first day of employment oi
reemployment with the Employer or an Affiliated Employer and ending on the first day of a Period of Severance, or for benefit accrual
purposes, ending on the severanoe from service date. The first day of employment or reemployment is the first day the Employee performs
an Hour of Service. An Employee who incurs a Period of Severance of twelve (12) months or less will also receive service-spanning credit
by treating any such period as a Period of Service for purposes of eligibility and vesting (buf not benefit accrual). For purposes of benefit
accrual, a Participant's whole year Periods of Service is equal to the sum of all full and partial periods of service, whether or not such
service is continuous or contiguous, expressed in the number of whole years represented by such sum. For tlus purpose, fracdonal periods
of a year will be expressed in terms of days.
Periods of Service witfi any Affiliated Employer shall be recognized. Furthermore, Periods of Service with any predecessor
employer that maintained this Plan sflall be reoognized. Periods of Service with any other predecessoi employer shall be rewgnized as
elected in the Adoption Agreement.
In determining Periods of Service for purposes of vesting under the Plan, Periods of Service will be excluded as elected in the
Adoption Agreement and as specified in Section 3.5.
In the event the method of crediting service is amended from the Hour of Service method to the elapsed time method, an Employee
will receive credit for a Period of Service consisting of:
(a) A number of yeazs equal to the number of Years of Service credited to the Employee before the computation period during
which the amendment occurs; and
(b) The greater of (1) the Periods of Service that would be credited to the Employee under the elapsed time method for service
during the entire computation period in which the transfer occurs or (2) the service taken into account under the Hour of Service
method as of the date of the amenilment.
In addition, the Employee will receive credit for service subsequent to the amendment commencing on the day after the last day of
the wmputation period in which the tcansfer occurs.
1.40 "Period of Severance" means a continuous period of time during which an Employee is not employed by the Employer. Such
period begins on the date the Employee retires, quits or is dischazged, or if earlier, the twelve (12) month anniversary of the date on which
the Employee was otherwise fust absent &om service.
In the case of an individual who is absent from work for "matemity or paternity" reasons, the twelve (12) consecutive month period
beginning on the first anniversary of the first day of such absence shall not consdtute a one yeaz Period of Severance. For purposes of this
paragraph, an absence from work for "matemity or paternity" reasons means an absence (a) by reason of the pregnancy of the individual,
(b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the
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Governmental Defined Contribution Volume Submitter Plan
adoption of such child by such individual, or (d) for purposes of caring for such child for a period beginning immediately following such
birth or placement.
1.41 "Plan" means this instrument (hereinafter referred to as FIS Business Systems LLC Govemmental Defined Contribution Plan
Basic Plan Document #09) azid the Adoprion Agreement as adopted by the Employer, including all amendments there4o and any appendix
which is specifically pemutted pursuant to the terms of the Plan.
1.42 "Plan Year". means the Plan's accounting year as specified in the Adoption Agreement. Unless there is a Short Plan Year, the Plan ,
Year will be a twelve-wnsecutive morith period. '
1.43 "Qualified Couvertible Hours" means the amount of sick and vacation pay plan houts eligible to be converted into Employei
contributions.
1.44 "Regulation" means the Iricome Tax Regulations as,promulgated by the Secretary of the Treasury or a delegate of the Secretary of
the Treasury, and. as amended from time to time.
1.45 "Retirement Date" means the date as of which a Participant retire3 for reasons other than Tota1 and Permanent Disability,
regardless of whether such retirement occurs on a Participant's Normal RetiremenYDate, Early Retirement Date or Late Retirement Date
(see Section 6.1).
1.46 "Short Plan Year" means, if specified in the Adoption Agreement or as the resultof an amendment, a Plan Year of less than a
twelve (12) month period. If there is a Short Plan Year, the following rules shall apply in the administration of this Plan. In deternuning
whether an Employee has wmpleted a Yeaz of Service (or Period of Service if the elapsed time method is used) for benefit accrual
purposes in the Short Plan Yeaz, the number of the Hours of Service (or months of seruice if the elapsed time method is used) required shall
be proportionately reduced based on the number of days (or months) in the Short Plan Year.
1.47 "Spouse" means, a spouse as determined under federal tax law. In addition, with respect to benefits or rights not mandated by law,
Spouse also includes a spouse as elected in Appendix A to the Adoption Agreement (Special Effective Dates and Other P.ermitted
Elections). �
1.48 "Terminated Participant" means a person who has been a Participant, butwhose employment has been terminated with the
Employer (including an Affiliated Employer) or applicable Participating Employer, other than by death, Total and Pecmanent Disability or .
retirement.
1:49 "Total and Permanent Disability" means, unless otherwise specified in Appendix A to the Adopfion Agreement (Special
Effective Dates and Other Permitted Electionsj, the inability to engage in any subsfantial' gainful activity by teason of any medically
determivable physical or mental nupairnient 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 twelve (12) months. The disability of a Participant shall be determined by a licerised physician. However,
if the condition constitutes total disability under the federal Social Security Acfs, the Administrator may rely upon such determination that
the Participant is Totally and Femianently Disabled for the purposes of this Plan. The determination shall be applied uniformly to all
Participants.
1.50 "Trustee" means any person or entity that is named in the Adoption Agreement or has otherwise agreed to serve as Trustee, or any
successors thereto. In addition, unless the context means, or the Plan provides, otherwise, the term "Trustee" shall mean the Insurer if the
Plan is fully insured. �
1.51 "Trust Fund" means, if the Plan is funded with a trust, the assets of the Plan and Trust as the same shall exist from time to time.
1.52 "Valuation Date" means the date or dates specified in the Adoption Agreement. Regazdless of any election to the contrary, for
purposes of the determination and allocation of earnings and losses, the Valuation Date shall include the Anniversary Date and may include
any other date or dates deemed necessary or appropriate by the Administrator for the valuation of Participants' Accounts during the Plan
Year, which may include any day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, or
any stock exchange used by such agent are open for business.
1.53 "Vested" means the nonforfeitable portion of any Acwunt maintained on behalf of a Participant.
1.54 "Year of Secvice" means the computation period of twelve (12) consecutive months, herein set forth, and during.which an
Employee has completed at least 1,000 EIours of Service (unless a different number of Hours of Service is specified in the Adoption
Agreement). ,
For purposes of eligibility for participation, the initial computation period shall begin with the date on whioh the Employee fust
performs an Hour of Service (employment commencement date). Unless otherwise elected in the Service Crediting Method Section of the
Adoption Agreement, the succeeding computation periods shall begin on the anniversary of the Employee's employment commencement
date. However, unless otherwise elected in the Adoption Agreement, if one (1) Year of Service or less is required as a•condition of
eligibility, then?he computation period after the initial computadon period shall shift to the current Plan Year which includes the
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Governmental Defined Contribution Volume Submitter Plan
� anniversary of the date on which the Employee first performed an Hour of Service, and subsequent computation periods shall be the Plan
Year. If there is a shift to the Plan Year, an Employee who is credited with the number of Hours of Service to be credited with a Year of
Service in both the inirial eligibility computation period and the first Plan Year which commences prior to the fust anniversary of the
Employee's initial eligibility computation period will be credited with two (2) Years of Service for purposes of eligibility to participate.
If two (2) (or more) Years of Service are required as a condition of eligibility, a Participant will only have completed two (2) (or
more) Yeazs of Service for eligibility purposes upon completing two (2) or more consecutive Yeazs of Service without an intervening
1-Year Break in Service.
For vesting purposes, and all other purposes not specifically addressed in this Section, the computation period shall be the: period
elected in the Service Crediting Method Section of the Adoption Agreement. If no election is made in the Service Crediting Method
Section of the Adoption Agreement, then the computation period shall be the Plan Year.
In determining Yeazs of Service for purposes of vesting under the Plan, Years of Service will be excluded as elected in the
Adoption Agreement and as specified in Section 3.5.
Yeazs of Service and 1-Year Breaks in Service for eligibility purposes will be measured on the same eligibility computation period.
Years of Service and 1-Yeaz Breaks in Seivice for vesting purposes will be measured on the same vesting wmputation period.
Yeazs of Service with.any �liated Employer shall be recognized. Furthermore, Yeazs o€Service with any predecessor employer
that maintained this Plan shall be recognized. Years of Service with any other employer shall be recognized as elected in the Adoption
Agreement.
In the event the method of crediting service is amended from the elapsed time method to the Hour of Service method, an Employee
will receive credit for Yeazs of Service equal to:
(a) T'he number of Years of Service equal to the number of 1-year Periods of Service credited to the Employee as of the date of the
amendment; and
' (b) In the computation period wluch includes the daYe of the amendment, a number of Hours of Service (using the Hours of
Service equivalency mettiod, if any, elected in the Adoption Agreement) to any fractional part of a yeaz credited to the Employee
uncler this Section as of the date of the amendment.
ARTICLE II
ADIGID�TISTRATION
2.1 POWERS AND RESPONSIBILTTIES OF TFIE EMPLOYER
(a) Appoiutment of Trustee (or Insurer) and Administrator. In addition to the general powers and responsibilities otherwise
provided for in this Plan, the Employer shall be empowered to appoint and remove one or more Trustees (or Insurers) and
� Administrators from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being
operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan and the Code.
The Employer may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as tlie
Employer deems necessary or desirable in connection with the exercise of its fidueiary duties under this Plan. The Employer may
compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor)
expenses of the Employer), to the extent not paid by the Employer.
(b) Appointment of Investment Manager. The Employer may appoint, at its option, one or more Investment Managers,
investment advisers, or other agents to provide investment d'uection to the Trustee (or Insurer) with respect to any or all of the Plan
assets. Such appointrnent shall be given by the Employer in writing in a form acceptable to the Trustee (or Insurer) and shall
' specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have the authority to d'uect
the investment.
2.2 DESIGNATION OF ADNIINISTRATIVE AUTHORITY
The Employer may appoint one or more Administrators. If the Employer does not appoint an Administrator, the Employer will be
the Administrator. Any person, including, but not limited to, the Employees of the Employer, shall be eligible to serve as an Administrator.
Any person so appointed shall signify acceptance by filing written acceptance with the Employer. An Adminish�ator may resign by
delivering a written resignation to the Employer or be removed by the Employer by delivery of written notice of removal, to take effect at a
date specified therein, or upon delivery to the Administrator if no date is specified. Upon the resignation or removal of an Adminis�ator,
the Employer may designate in writing a successor to this position.
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2.3 ALLOCATION AND DELEGATION OF RESPONSIBILITIES �
If more than one person is agpointed as Administrator, then the responsibilities of each Administrator may be specified by the
Employer and accepted in writing by each Administrator. If no such delegation is made by the Employer, then the Administrators may
allocate the responsibilities among themselves in which event the Administrators shall notify the Employer and the Trustee (or Insurer) in
writing of such action and specify the responsibilities of each Administrator. The Trustee (or Insurer) thereafter shall accept and rely upon
any documents executed by the appropiiate Administrator until such time as the Employer or ttie Administrators file with the Trustee (or
Insurer) a written revocation of such designation.
2.4 POWERS AND DLTTIES OF THE ADMINISTRATOR
The. primary responsibility of the Administrator is to. administer the Plan for the eatclusive benefit of the Participants and their
Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall
have the power and discretion to construe the tetms of the Plan and determine all questions arising in connecrion with the administration,
interpretation, and application of the Plan. Benefits under this Plan will be paid only if the Administrator decides in its discretion that the
applicant is entitled to them. Any such dete;mination by the Administrator shall be conclusive and binding upon all persons. The
Administrator may. establish procedui�es, correct any defect, supply any information, or reconcile any inconsistency in such manner and to
such extent as sha11 be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done based upon uniform principles consistently applied and shall be consistent
with the intent that ttie Plan continue to be deemed a ual'
q tfied plan under the terms of Code §401(a). The AdministraYor shall ha�e all
powers necessary or appropriate to accomplisli its duties under this Plan.
The Administrator shall be chazged with the duties of the general administration of the Plan and the powers necessary to carry out
such duties as set forth under the terms of the Plan, including, but not limited to, the following:
(a) the discrerion to determine all questions relating to the eligibility of an Employee to participate or remain a Participant
hereunder and to receive ben8fits under the Plan;
(b) the authority to review and settle all claims against the Plan, including claims where the settlement amount cannot be
calculated or is not calculated in accordance with the Plan's benefit formula This authority specifically pernuts the Administrator to
settle disputed claims for benefits and any other disputed claims made against the Plan;
(c) to compute, certify; and direct agents of the Plan respect to the amount and the kind of benefits to which any Participant shall
be entitled hereunder;
(d) to authorize and d'uect the Trustee (or Insurer) with respect to all discretionary or otherwise directed disbursemenfs from the
Trust Fund;
(e) to maintain all necessary records for the administration of tlie Plan;
( fl to interpret the provisions of the Plan and to make and publish such rules for regulation of the Plan that are consistent with the
terms hereof;
(g) to determine the size and type of any Contract to be purchased from any Insurer, and to designate the Insurer from which such
Contract shall be purchased;
(h) to compute and certify to the Employer and to the Trustee (or Insurer) &om time to time the sums of money necessary or
desirable to be contributed to the Plan;
(i) to consult with the Employer and agents of the Plan regazding the short and long-term liquidity needs of the Plan;
(j) to assist Participants regarding their rights, benefits, or elections available under the Plan; and
(k) to determine the validity o� and take appropriate action with respect to, any "qualified domestic relations order" received by it
2.5 RECORDS AND REPORTS
The Administrator shall keep a record of all actions taken and shail keep all other books of account, records, and other data that may
be necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue
Service, Participants, Beneficiaries and others as required by applicable law.
2.6 APPOINTMENT OF ADVISERS
The Administrator may appoint wunsel, specialists, advisers, agents (including nonfiduciary agents such as third party
administrative services providers and recordkeepers) and other persons as the Administrator deems necessary or desirable in connecrion
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Governmental Defined Contribution Volume Submitter Plan
with the administration of this Plan; including but not limited to agents and advisers to assist with the administration and management of
the Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records. and
the providing of investment information to the Plan's investment fiduciaries and, if applicable, to Plan Participants.
2.7 INFORMATION FROM EMPLOYER
The Employer shall supply full and timely information to the Administrator on all pertinent facts as the Administrator may require
in order to perform its functions hereunder and the Administrator shall advise appropriate agents of the Plan of such of the foregoing facts
as may be pertinent fo tiie agent's duties to the Plan. The Administrator may rely upon such information as is supplied by the Employer and
shall have no duty or responsibility. to verify such information.
2.8 PAYMENT OF EXPENSES
All reasonable expenses of adminisl�ation may be paid out of the Plan assets unless paid by the Employer. Such expenses shall
include any expenses incident to the functioning of 4he Administrator, or any person or persons retained or appointed by any named
fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment
Manageis, agents (including nonfiduciary agents. such as third party administrative services providers and recordkeepers) appointed for tlie
purpose of assisting the Administrator or Trustee (or Insurer) in carrying out the instructions of Participants as to the d'uected investment of
their Accounts (if permitted) and other specialists and their agents and other costs of administering the Plan. In addition, unless specifically
prohibited under statute, regulation or other guidance of general applicability, the Administrator may chazge to the Account of an
individual Participant a reasonable charge to offset the cost of making a distribution to the Participant, Beneficiary, or .Aitemate Payee. If
liquid assets of the Plan are insufficient to cover the fees of the Trustee (or Insurer) or the Administrator, then Plan assets shall be
liquidated to the extent necessary for such fees. In the event any part of the Plan assets becomes subject to tax, all taxes incurred will be
paid from the Plan assets. Until paid, the expenses shall constitute a liability of the Trust Fund.
29 MAJORITY ACTIONS
Except where there has been an allocation and delegation of administrative authority.pursuant to Section 2.3, if there is more than
one Administrator, then they shall act by a majority of their number, but may authorize one or more of them to sign all papers on their
behalf:
2.10 CLAIMS PROCEDURES
Any person who believes that he or she is entitled to a benefit under the Plan shall file with tha Administrator a wi�itten notice of
claim for such benefit within 45 days of such right accruing or shall forever waive entitlement to such benefit. Within 120 days after its
receipt of such written notice of claim, the Adminisirator shall either grant or deny such claim provided, however, any delay on the part of
the Administrator is arriving at a decision.shall not adversely affect benefits payable under a granted claim. The Administrator may,
however implement altemative claims procedures in lieu of those provided in this Plan. The implementation of such procedures shall not
be considered a Plan amendmen.t that affects an &nployer's reliance on this. volume su6mitter plan.
The Administrator and all persons determining or reviewing claims have full discretion to determine benefit claims under the Plan.
Any interpretarion, determinarion or other action of such persons shall be subject to review only if it is arbitrary or capricious or otherwise
an abuse of discretion. Any review of a final decision or action of the persons reviewing a claim shall be based only on such evidence
presented to or considered by such persons at the time they made the decision that is the subject of review.
ARTICLE III
ELIGIBILITY
3.1 CONDTTIONS OF ELIG�ILITY
An Eligible Employee shall' be eligibie to participate hereunder on the date such Emgloyee has satisfied the conditions of eligibility,
if any, elected in the Adoption Agreement.
3.2 EFFECTIVE DATE OF PARTICIPATION
(a) General rule. An Eligible Employee who has satisfied the conditions of eligibility pursuant to Section 3.1 shall become a
Participant effective as of tlie date elected in the"Adoption Agreement. Regardless of any election in the Adoption Agreement to the
contrary, an Eligible Employee who has satisfied the maximum age (26) and service requirements (one (1) Year (or Period) of
Service (or more than one (1) year if full and immediate vesting)) and who is otherwise entitled to participate, will become a
Participant no later than the earlier of (1) six (6) months after such requirements aie satisfied, or (2) the fust day of the first Plan
Year after such requirements are safisfied, unless the Employee sepazates from service before such participation date.
(b) Rehired Employee. If an Eligible Employee is not employed on the date determined pursuant to (a) above, but is reemployed
before a 1-Year Break in Service has occurred, then such Eligible Employee shall become a Participant on the date of
reemployment or, if laYer, the date that the Employee would have otherwise entered the Plan had the Employee not terminated
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Governmental Defined Contribution Volume Submitter Plan
employment. If such Employee incurs a 1-Yeaz Break in Service, then eligibility will be determined under the 1-Year Break in
Service rules set forth in Section 3.5.
(c) Recognition of predecessor service, Unless specifically provided otherwise in the Adoption Agreement, an Eligible
Employee who satisfies the Plan's eligibility requirement conditions by reason of recognition of service with a predecessor
employer will become a Aarticipant as of the day the Plan credits service with a predecessor employer or, if later, the date the
Employee would have otherwise entered the Plan had the service with the predecessor employer baen service with the Employer.
(d) Noneligible to eligible class. If an Employee, who has satisfied the Plan's eligibility requirements and would otherwise have
become a Patticipant, shall go from.a classification of a noneligible Employee to an Eligible Employee, such Employee shall
become a Partioipant on tlie date such Employee becomes an Eligible Employee or, if later, the date that the Employee would have
otherwise entered the Plan had the Employee always been an Eligible Employee.
(e) Eligible to noneligible class: If.an Employee, who has satisfied the Plan's eligibility requirements and would otherwise
become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee
shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the
Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. However, if such Employee
incurs a 1-Yeaz Break in Service, eligibility will be determined under the 1-Year Break in Service rules set forth in Section 3.5.
3.3 DETERMINATION OF ELIGIBILTTY
The Administrator shall detecmine the eligibility of each Employee for participation in the Plan based upon information furnished
by the Employer. Such determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan.
3.4 TERMINATION OF ELIGIBILTTY
In the event a Participant" shall go from a classification of an Eligible Employee to an ineligible Employee, such Pacticipant_ sliall
continue to vest in the Plan for each Yeaz of Service (or Period of Service, if the elapsed fime method is used) completed while an
ineligible Employee, unril such tiine as the Participant's.Account is forfeited or distributed pursuant to the terms of the Plan. Additionally,
the Participant's interest in the Plan shall continue to shaze in the earnings of the Trust Fund in the same manner as Participants.
3.5 REHIRED EMPLOYEES AND 1-YEAR BREAKS IN SERVICE
(a) Rehired Participant/immediafe. re-entry. If any Former Employee who liad been a Pacticipant is reeinployed by the
Employer, then the Employee shall become a Participant as of the reemployment date, unless the Employee is not an Eligible
Employee; the Employee does not satisfy the eligibility conditions. taking into account prior service to the extent such prior service
is not disregarded pursuant to Section 3.5(d) below. If such prior secvice is disregarded, then the rehired Eligible Employee shall be
treated as a new hire.
(b) Rehired Eligible Employee who safisfied eligibility: If any Eligible Employee had satisfied the Plan's eligibility
requirements but, due to a severance of employment, did not become, a Participant, then such Eligible Employee sha11 become a
Participant as of the later of (1) the entry date on which he or she would have enfered the Plan had there been no severance of
employment, or (2) the date of his or her re-employment. Notwithstanding tlie preceding, if the rehired Eligible Employee's prior
service is disregazded pursuant to Section 3.5(d) below, then the rehired Eligible Employee shall be treated as a new hire.
(c) Rehired Eligible Employee who had not satis�ied eligibility. If any Eligible Employee who had not satisfied the Plan's
eligibility requirements is rehired after severance from employment, then such Eligible Employee shall become a Participant in the
Plan in accordance with the: eligibility requirements set forth in ttie Adoption Agreement and the Plan. However, in applying any
shift in an eligibility compu.tation period, the Eligible Employee is not treated as a new hire unless prior service is disregazded in
accordance with Section 3.5(d) below.
(d) Reemployed after fve (5) 1-Year Breaks in Service ("rule of.parity" provisions). If the Employer elects in Appendix A to
the Adoption Agreement (Special Effecrive Dates and Other Permitted Elections) to apply the "rule of parity" provisions, then if
any Employee is reemployed after five (5) 1-Yeaz Breaks in Service has occurred, Yeazs of Service (or Periods of Service if the
elapsed time method is being used) shall include Yeazs of Service (or Periods of Service if the elapsed time.method is being used)
prior to the 5-Year Break in Service subject to the rules set forth below. The Employer may elect in Appendix A to the Adoption
Agreement (Special Effective Dafes and Other Permitted Elections) to make the provisions of this pazagraph applicable for
purposes of eligibility and/or vesting.
(1) In 1he case of a Former Employee who under the Plan does not have a nonforfeitable right to any interest in the Plan
resulting from Employer contributions, Years of Service (or Periods of Service) before a period of 1-Year Breaks in Service
will not be taken.into account if the number of consecutive 1-Year Breaks in Service equals or exceeds the greater of (i)
five (5) or (ii) the aggregate number of pre-break Years of Service (or Periods of Service). Such aggregate number of Years of
Service (or Periods of Service) will not include any Years of Service (or Periods of Service) disregarded under the preceding
sentence by reason of prior 1-Year Breaks in Service;
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Governmental Defined Contribution Volume Submitter Plan
(2) A Former Employee who has not had Years of Service (or Periods of Service) before a 1-Year Break in Service
disregarded pursuant to (1) above, shall participate in the Plan as of the date of reemployment, or if later, as of the date the
Former Employee would otherwise enter the Plan pursuant to Sections 3.1 and 3.2 taking into account all service not
disregarded.
(e) Vesting after five (5) 1-Year Breaks in Service. If a Participant incurs five (5) consecutive 1-Year Breaks in Service, the
Vested portion of such Participant's Account attributable to pre-break service shall not be increased as a result of post-break service.
In such case, sepazate accounts will be maintained as follows:
(1) one account for nonforfeitable benefits attributable to pre-break service; and
(2) one aocount representing the Participant's Employer-derived Account balance in the Plan attributable to post-break
service.
(� Waiver of allocation or contribution conditions. If the Employer elects in the Adoption Agreement to waive allocations or
contributions due to retirement (early or normal retirement), then a Participant shall only be entitled to one such waiver.
Accordingly, if a Participant retires and allocation or contribution conditions aze waived, then the Plan will not waive the allocation
or wntribution condirions if the Participant is rehired and then retires again.
3.6 ONIISSION• OF ELIGIBLE EMPLOYEE; INCLUSION OF INELIGIBLE EMPLOYEE
If, in any Plan Year, any Employee who should be included as a Participant in the Plan is enoneously omitted and discovery of such
omission is not made until after a coniribution by the Employer for the year has been made and allocated, or any person who should not
have been included as a Participant in the Plan is erroneously included, then the Employer u►ay take corrective actions consistent with, the
IRS Employee Plans Compliance Resolution System.(i.e., Rev. Proc. 2013-12 or any subsequent guidance).
ARTICLE IV
CONTRIBUTION AND AL,LOCATION
4.1 FORMULA FOR DETERNIIIVING EMPLOYER'S CONTRIBUTION
(a) For a Money Purchase Plan. All contributions made by the Employer will be made in cash. For each Plan Year, the
Employer will conh�ibute to the Plan the following:
(1) The amount of any mandatory Employee contributions and after-tax volunfary Employee contriburions made by
Participants; plus
(2) Ori behalf of each Participant eligible to share in allocations, for each year of such Participant's participation in ttus Plan,
the Employer will contribute the amount specified in the Adoption Agreement; plus
(3) If elected in the Adoption Agreement, a matching contribution equal to the amount spec�ed in the Adoption Agreement
of each Participant eligible to share in the allocations of the matching contribution, which amount shall be deemed an
Employer matching contribution.
(b) For a 401(a) Plan. For each Plan Year, the Employer will (or may with respect to any discretionary contriburions) contribute
to the Plan:
(1) The amount of any mandatory Employee contributions and after-tax voluntary Employee con�ibutions; plus
(2) If elected in the Adoption Agreement, a matching contribution equal to the amount specified in the Adoption Agreement
of each Participant eligible to share in the allocaYions of the matching contribution, which amount shall be deemed an
Employer matching contribution; plus
(3) If elected in the Adoption Agreement, an Employer contribution equal to a specified contribution or a discretionary
amount determined each yeaz by the Employer.
(c) Frozen Plans. The Employer may designate that the Plan is a frozen Plan at the Contribution Types Section of the Adoption
Agreement. As a frozen Plan, the Employer will not make any Employer contributions with respect to Compensation earned after
the date the Plan is frozen. In addition, once a Plan is frozen, no addirional Employees shall become Par[icipants.
(d) Union Employees. Regardless of any provision in this Plan to the contrary, Employees whose employment is governed by a
collective bargaining agreement between 4he Employer and "employee representatives" under which retirement benefits were the
subject of good faith bargaining shall be eligible to participate in this Plan to the eactent of employment covered by such agreement
provided the agreement provides for coverage in the Plan. The benefits, including but not limited to, contributions, allocations and
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Governmeatal Defined Contribution Volume Submitter Plan
vesting, under this Plan shall be those set forth in the collective bargaining agreement, which is hereby incorporated by reference
, and attached as an addendum to.the Adoption Agreement. For this purpose, the term "employee representatives" does not include
any organization more tlian half of whose members are employees who are owners, officers, or executives of the Employer. If a
Participant performs services both as a collectively bazgained Employee and as a non-collectively bargained Employee, then the
Participant's Hours of Service and Compensation in each respective category are treated separately for purposes of the Plan.
(d) Social Security Replacement Plan. The Employer may elect under the Adoption Agreement to indicate its intention to
qualify this Plan as a Social Security Replacement Plan under Code §3121(b)(7)(F). If the Employer makes the election to qualify
tlie Plan as a Social Security Replacement Plan, the Plan will allocate a minimum contribution amount (Employer and Employee
Contributions) of seven and one-half percent (7.5%) of Compensation. The Plan will consider each Participant a member of a
retirement system that provides benefits compazable to the benefits he or she would have received under Social Security. In the case
of part-time, seasonal and temporary Employees, the benefit will be nonforfeitable.
4.2 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION
Unless otherwise provided by contract or law, the Employer may, make its contribution to the Plan for a particulaz Plan Year at such
time as the Employer, in its sole discretion, deteraiines. If the Employer makes a contribution for a particular Plan Year after the close of
that Plan Yeaz, the Employer will designate to the Administrator the Plan Yea= for which the Employer is making its contribution.
4.3 ALLOCATION OF CONTRIBUTION, FORFETTURES AND EARNINGS
(a), Separate accounting. The Administrator shall.establish and maintain an Account in the name of each Participant to which the
Administrator shall credit as of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as
sef forth herein.
(b) Allocation of contributioris. The Employer shall provide the Administrator with all information [equired by the Administrator
to make a proper allocation of the Employer's contribution, if any, for each Plan Year. Within a reasonable period of time after the
date of receipt by the Administrator of such information; the Administrator shall allocate any contributions as follows:
(1) Money Purchase Pension Plan. For a Money Purchase Plan:
(i) The Employer's contribution shall be allocated to each Participant's Account in the manner set forth in Section 4.1
herein and as specified in.the Adoption Agreement.
(ri) Notwithstanding the preceding provisions, a Participant shall only be eligible to shaze in the allocations of the
Employer's contribution for the yeaz if the Participant is an Eligible Etriployee at any time during the year and the
conditions set forth in the Adoption Agreement are satisfied.
(2) 401(a) Plan. For a 401(a) Plan (which is a profit sharing plan within the meaning of Code §401(a)):
,(i) The Employer's contribution shall be allocated to each ParticipanYs Account in accordance with the allocation
method below that conesponds to the elections in the Adoption Agreement. The Employer shall provide the
Adminisfrator with all information required by the Administra4or to make a proper allocation of the Employer's
contribution for each Plan Year. Within a reasonable period of time aftei the date of receipt by the Administrator of such
information, the allocation shall be made in accordance with the provisions below.
(ii) Notwithstanding the preceding provision, a Participant shall only be eligible to share in the allocations of the
Employer's contribution for the yeaz if the Participant is an Eligible Employee at any time during the yeaz and the
conditions set forth in the Adoption Agreement are satisfied.
(c) Gains or losses. Except as otherwise elected in the Adoption Agreement or as provided in Sec.tion 4.10 with respect to
Participant Directed Accounts, as of each Valuation Date, before allocation of any Employer contributions and Eorfeitures, any
earnings or losses (net appreciation or net depreciation) of the Trust Fund (exclusive of assets segregated for distribution) shall be
allocated in the same proportion that each Participant's nonsegregated accounts bear to the total of all Participants' nonsegregated
accounts as of such date. Unless otherwise specified in the Adoption Agreement, the nonsegregated account will be reduced by any
distributions made prior to the Valuation Date.
(d) Contracts. Participants' Accounts shall be debited for any insurance or annuity premiums paid, if any, and credited with any
dividends ar interest received on Contracts.
(e) Forfeitures. Forfeitures must be disposed of no later than the last day of the Plan Year following the Plan Year in which the
Forfeiture occurs. The Employer must d'uect the Administrator to use Fodeitures to satisfy any contribution that may be required
pursuant to Section 6.10 or to pay any Plan expenses. With respect to a Money Purchase Plan, any remaining Forfeitures will be
disposed of in accordance with the elections in the Adoption Agreement. With respect to all other plans, the Employer must direct
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Governmental Defined Coutribution Volume Submitter Plan
the Administrator to use any remaining Forfeitures in accordance with any combination of the following methods, including a
different method based on the source of such Forfeitures. Forfeitures may be:
(1) Added to any Employer discretionary contribution and allocated in the same manner
(2) Used to reduce any Employer contribution
(3) Added to any Employer matching contribution and allocated as an additional matching contribution
(4) Allocated to all Participants in the same proportion that each Participant's Compensation for the Plan Year beazs to the
Compensarion of all Partioipants for. such year
If Forfeitures are allocated to Participants (rather than used fo reduce. Employer contribufions) then the Employer must also d'uect
the Ailministrator as to which Participants are eligible to share iri such allocation. The maacimum allocation conditions ttie Employer
may require aze that Participants complete one (1) Yeaz of Service (or.Period of 5ervice) and be employed on the last day of the
Plan Year in order to shaze in the allocation of Forfeitures for such Plan Yeaz.
( fl Delayin processing transactions. Notwithstanding anykhing in this Section.to the contrary, all information necessary to
properly reflect a given transacrion may not be available until.after the date specified herein for processing such transaction, in
which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be
iinposed under the Code; the processing of any contribution, distribution or other transaction may be delayed for any legitimate
business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of
data, force majeure, the failure of a service provider to timely receive values or prices and correction for errors or omissions or the
errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of the Plan.
4.4 MAI��MUM ANNiJAL ADDITIONS
(a) Calculation of "annual additions."
(1) If.a Participant does. not participate in, and has never participated in 8nother qualified plan maintained by the "employer,"
or a welfare benefit fund (as defined in Code §419(e)) maintained by the "employer,° or an individual medical benefit account
(as defined in Code, §415(1)(2)} maintained by the "employer," or a simplified einployee pension (as defined in Code §408(k))
maintained by.the "employer" which.provides "annual additions," the amount of "annual additions" which may be credited to
the ParticipauYs Accounts for any Limitation Year shall nof exceed the lesser of the "ma�cimum permissible amount" or any
other limitation contained in this Plan. If the "employer" contribution that would otherwise be contributed or allocated to the
ParticipanYs Accounts would cause the "annual additions" for the Limitation Year to exceed the "maximum pernussible
amount," the amount contributed or allocated will be reduced so that the "annual additions" for the Limitation Yeaz will equal
the "maximum permissible amount," and any amount in excess of the "maximum pemussible amount" which would have been
allocated to such Participanf may be allocated to other Participants.
(2) Prior to. deterniining the Participant's actual 415 Compensarion for the Limitation Yeaz, the "employer" may determine the
"maximum permissible amount" for a Participant on the basis of a reasonable estimation of the Participant's 415 Compensation
for tlie Limitation Year, uniformly determined for all Participants similarly situated.
(3) As soon as is adminisiratively feasible after the end of the Limitation Year the "maximum pemussible amount" for such
Limiiation Year shall be determined on the basis of the Particigant's actual 415 Compensation for such Limitation Year.
(b) "Annual additions" if a Participant is in more than one plan.
(1) Except as provided in Subsection (c) below, this Subsection applies if, in addition to this Plan, a Participant is covered
under another "employer" maintained qualified defined contribution plan, welfaze benefit fund (as defined in Code §419(e)),
individual medical benefit account (as defined in Code §415(1)(2)), or simplified employee pension (as defined in Code
§408(k)), which provides "annual additions," during any Limitation Year. The "annual additions" which may be credited to a
Participant's Accoupts under this Plan for any such Limitation Year shall not exceed the "maximum permissible amount"
reduced by the "annual additions" credited to a Participant's Accounts under the other plans and welfare benefit funds,
individual medical benefit accounts, and simplified employee pensions for the same Limitarion Year. If the "annua( additions"
with respect to the Participant under other d'efined conh�ibution plans and welfaze benefit funds maintained by the "employer"
aze less than the "maximum permissible amount" and the "employer" contribution that would otherwise be contributed or
allocated to the Participant's Accounts under this Plan would cause the °annual additions" for the Limitation Year to exceed
this limitation, the amount contributed or allocated will be reduced so that the "annual under all such plans and
welfaze benefit funds for the Limitation Year will equal the "maximum permissible amount," and any amount in ezcess of the
"maximum pemussible amount" which would have been allocated to such Participant may be allocated to other Participants. If
the "annual additions" with respect to the Farticipant under such other defined contribution.plans, welfare benefit funds,
individual medical benefit accounts and simplified employee pensions in the aggregate aze equal to or greater than the
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Governmental Defined Contribution Volume Submitter Plan
"maximum permissible amount," no amount will be contributed or allocated to the Participant's Account under this Plan for the
Limitation Year.
(2) Prior to. determining the Participant's actua1415 Compensation for the Limitation Year, the "employer" may determine the
"maximum pemussible amount" for a Participant on the basis of a reasonable estimation of the Participant's 415 Compensation
for the Limitarion Year, uniformly determined for all Participants similazly situated.
(3) As soon as is administratively feasible after the end ofthe Limitation Year, the "maximum permissible amount" for the
Limitation Yeaz will be determined on the basis of the Participant's actua1415 Compensation for the Limitation Year.
(4) If, pursuant to Secrion 4.4(b)(2), a ParticipanYs "annual additions" under this Plan and such_other plans would result in an
"excess amount" for a Limitation Year, the "excess amount" will be deemed to consist of the "annual additions" last allocated,
except thaf "annual additions" attributable to a simplified employee pension will be deemed to-fiave been allocated first,
followed by "annual addirions" to a welfare benefit fund or individual medical benefit account, and then by "annual additions"
to a plan subject to Code §412, regardless of the actual allocation date.
(5) If an "excess amount" was allocated to a Participant on an allocation date of this Plan which coincides with an allocation
date of another plan, the "excess.amount" attributed to this Plan will be the product of:
(i) the total "excess amount" allocated as of such date, times
(ii) the ratio of (A) the "annual addirions" allocated to the Participant for the Limitation Yeaz as of such date under
this Plan to (B) the total "annual adclitions" allocated to the Participant fbr the Limitation Year as of such date under this
and all the other qualified defined coniribution plans.
(c). Coverage uuder another plan. If the Paiticipant is covered under another qualified defined contn'bution plan maintained by
the "employer;" "annual additions" which may be credited to the Participant's Accounts under this Plan for any Limitation Yeaz will
be limited in accordance with Section 4.4(b), unless the "employer" provides other limitations in Appendix A to the Adoption
Agreement (Special Effectiye Dates and Other Permitted Elections).
(d) Time when "annual additions" credited. An "annual addition" is credited to the Account of a Participant foi a particuIar
Limitation Year if it as allocated to the Participant's Account under the Plan as of any date within that Limitation Yeaz. However, an
amount is not deemed allocated as of any date within a Limitation Year if such allocation is dependent upon participation in the
Plan as of any date subsequant to such dafe.
For purposes of this subparagraph, "employer" contributions are treated as credited to a ParticipanYs Account for a particular
Limitation Year only if the contributions aze actually made to the Plan no later than the 15th day of the tenth calendar month
following the end of the calendaz year or Fiscal Year (as applicable, depending on the basis on which the Employer keeps its books)
with or within which the particular Limitation Year ends.
(e) Definitions. For purposes of tlus Seotion, the following terms shall be defined as follows:
(1) "Annual additions" means the sum credited to a ParticipanYs Accounts for any Limitation Year of (a) "employer"
contributions, (b) Employee contriburions (except as provided below), (c) Forfeitures, (d) amounts allocated to an individual
medical benefit account, as defined in Code §415(1)(2), which is part of a pension or annuity plan maintained by the
"employer," (e) amounts derived from contributions paid or accrued which are attributable to post=retirement medical benefits
allocated to the separate account of a key employee (as defined in Code §419A(d)(3)) under a welfare benefit fund (as defined
in Code §419(e)) maintained by the "employer" and (� allocations under a simplified employee pension. Except, however, the
Compensation�percentage limitation refened to in paragraph.(e)(5)(ri) below shall not apply to: (1) any contribution for
medical benefits (within the meaning of Code §419A( fl(2)) after separation from service which is otherwise treated as an �
"annual addition," or (2) any amount otherwise treated as an "annual addition" under Gode §415(I)(1).
�� ��
(i) Restorative payments. Annual additions for purposes of Code §415 and this Section shall not include
restorative payments. A restorative payment is a payment made to resto;e losses to a Plan resulting from actions by a
fiduciary for which there is reasonable risk of liability for breach of a fiduciary duty under applicable federal or state law,
where Participants who are similarly situated are treated similarly with respect to the payments. Generally, payments are
restorative payments only if the payments are made in order to restore some or all of the Plan's losses due to an action (or
a failure to act) that creates a reasonable risk of liability for such a breach of fiduciary duty (other than a breach of
fiduciary duty arising from failnre to remit contributions to the Plan). Payments made to the Plan to make up for losses
due merely to market fluctuations and other payments that are not made on account of a reasonable risk of liability for
breach of a fiduciary duty aze not restorarive payments and generally consritute contributions that are considered "annual
additions."
�
(ii) Other amounts. "Annual additions" for purposes of Code §415 and this Section shall not include: (A) T'he d'uect
transfer of a benefit or employee contributions from a qualified plan to this Plan; (B) Rollover contribudons (as described
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Governmental Defined Contribution Volume Submitter Plan
in Code §§401(a)(31), 402(c)(1), 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16)); (C) Repayments of loans made to a
Participant from the Plan; and (D) Repayments of amounts described in Code §411(a)(7)(B) (in accordance with
Code §411(a)(7)(C)) and Code §411(a)(3)(D) or repayment of contribudons to a governmental plan (as defined in
Code §414(d)) as described in Code §415(k)(3), as well as Employer restorarions of benefits that aze required pursuant to
such repayments.
(2) "Defined contribution dollar limitation" means $40,000 as adjusted under Code §415(d).
(3) "Employer" means, for purposes of this Section, the Employer that adopts this Plan and all Affiliated Employers.
(4) "Excess amount" means the excess of the Participant's "annual additions" for the Limitation Year over ttie "maximum
permissible amount."
(5) "Maaimum.permissible amount" means, except to the extent permitted under this Plan and Code §414(v), the
� maximum "annual addition" that may be contribu4ed or allocated to a Participant's Accounts under the Plan for any Limitation
Year, which shall not exceed the lesser of:
(ij the "defined contriburion dollar limitation," or
(ii) one hundred percent (100%) of the Participant's 415 Compensation for the Limitation Year.
The 415 Compensation Limitation refened to in (ii) shall not apply to any contribution for medical benefits after
sepazation from service (within the meaning of Code §§401(h) or 419A( fl(2)) which is otherwise treated as an"annual
� addition." �
If a short Limitation Yeaz is created because of an amendment changing the Limitation Yeaz to a different.twelve (12)
consecutive month period, the "maximum permissible amount" will not exceed the "defined contribution dollar limitation"
multiplied by a fraction, the numerator of which is the number of months in the short Limitation Yeaz and the denominator of
which is twelve (12j.
(fl Special rules.
(1) Aggregation of plans. For purposes of applying the limitations of Code §415, all defined contriburion plans (without
regard to whether a plan has been terminated) ever maintained by the "employer" (or a"predecessor employer") under which
the Participant receives "annual additions" aze treated as one defined contribution plan. For purposes of this Secrion:
(i) A former "employer" is a"predecessor emplbyer" with respect to a participant in a plan maintained by an
"employer" if the "employer" maintains a plan under which the participant had accrued a benefit while performing
services for the former "employer", but only if that benefit is provided undei the plan maintained by the "employer". For
this purpose, the "formerly affiliated plan" tules in Regulation §1.415(�-1(bj(2) apply as ifthe "employer" and
"predecessor employer" consdtuted a single employer under the rules described in Regularion §i.415(a)-1(�(1) and (2)
immediately prior to the "cessation of affiliation" (and as if they constituted two, unrelated employers under the rules
clescribed in Regulation §1:415(a)-1(fl(1) and (2) itnmediately after the "cessation of affiliation") and "cessation of
affiliation" was the event that gives rise to the "predecessor employer" relationship, such as a transfer of benefits or plan
sponsorship.
(ii) With respect to an "employer" of a Participant, a former entity that antedates the "employer" is a"predecessor
employer" with respect to the Participant if, underthe facts and circumstances, the "employer" constitutes a continuaflon
of all or a portion of the tra.de or business of the former entity.
(2) Break up of an affiliated employer or an affiliated secvice group. For purposes of aggregating plans for Code §415, a
"formerly affiliated plan" of an "employer" is taken into acwunt for purposes.of applying the Code §415 limitations to the
"employer," but the "formerly �liated plan" is treated as if it had terminated 'unmediately prior to the "cessation of
af�iliation." For purposes of this paragraph, a"formerly affiliated plan" of an "employer" is a plan that, immediately prior to
the "cessation of affiliation," was actually maintained by one or more of the entities that constitute the "employer" (as
determined under the employer affiliation rules described in Regulation §1.415(a)-1(fl(1) and (2)), and immediately after the
"cessation of affiliation," is not actually maintained by any of the entities that constitute the "employer".(as determined under
the employer affiliation rules described in Regulation §1.415(a)-1(fl(1) and (2)). For purposes of this paragraph, a"cessation
of affiliation" means the event that causes an entity to no longer be aggregated with one or more other enrities as a single
"employer" under the employer affiliation rules described in Regulation §1.415(a)-1(�(1) and (2) (such as the sale of a
subsidiary outside a controlled group), or that causes a plan to not actually be maintained by any of the entities that constitute
the "employer" under the employer �liation rules of Regulation §1.415(a)-1(fl(1) and (2) (such as a transfer ofplan
sponsorship outside of a controlled group).
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Governmental Defined Contribution Volume Submitter Plan
(3) Mid-year aggregation. Two or more defined contribu.tion plans that are not required to be aggregated pursuant to Code
§415( fl and the Regulations thereunder as of the first day of a Limitation Yeaz do not fail to satisfy the requirements of Code
§415 with respect to a Participant for the Limitation Yeat merely because they aze aggregated later in that Limitation Year,
provided that no "annual additions" are credited to the Participant's Account after the date on which the plans aze required to be
aggregated.
4.5 ADJUSTMENT FOR EXCESS ANNUAL ADDITIONS
Nohvithstanding any provision of the Plan to the contrary, if the "annual additions" (as defined in Section 4.4) aze exceeded for any
Participant, then the Plan may only correct such excess in accordance with the Employee Plans Gompliance Resolution System (EPCRS) as
set forth in Revenue Procedure 2013-12 or any superseding guidance.
4.6 ROLLOVERS
(a) Acceptance of "rollovers" into the Plan. If elected in the Adoption Agreement and with the consent of the Administrator, the ,
Plan may accept a"rollover," provided "rollover" will not jeopazdize the tax-exempt status of the Plan or create adverse tax
consequences for the Employer. The amounts rolled over shall be separately accounted for in a'Tarticipant's Rollover Acconnt." A
Participant's Rollover Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. For purposes
of this Section; the term Participant shall include any Eligible Employee who is not yet a Participant, if, pursuant.to the Adoption
Agreement, "rollovers" aze permitted to be accepted from Eligible Employees. In addition for purposes of this Section the term
Participant shall also include Former Employees if the Employer and Administrator consent to accept "rollovers" of distributions
made to Fotmer Employees from any plan of the Employer.
(b) Treatment of "rollovers" under the Plan. Amounts in a Participant's Rollover Account shall be held by the Trustee (or
Insurer) pursuant to the piovisions of thisPlan and may not be withdrawn by, or distributed to the Participant, in whole or in part,
except as elected. in the Adoption Agreement and Subsection (c) below. The Trustee (or Insurer) shall have no duty or responsibility
to inquire as to the propriety of the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such
assets; provided, however, that such assets aze otherwise eligible to be held by the Trustee (or Insurer) under the terms of this Plan.
(c) Distribution of "rollovers." At such time as the conditions set forth in the Adoption Agreement have been satisfied, the
Administrator, at the eleotion of the Participant, shall direct the distribufion of up to the entire amount credited to ttie Rollover
Account maintained on belialf of such Participant. Any distribution of amounts held in a Participant's Rollover Account shall be
made in a manner which is consistent with and satisfies the provisions of Sections 6.5 and 6.6. Furthermore, unless otherwise
elected in the Adoption Agreement, such amounts shall be considered to be part�of a ParticipanYs benefit in determining whether an
involuntary cash-out of benefits may be made without Participant consent.
(d) "Rollovers" maintained in a separate account The Administrator may d'uect that "rollovers" made after a Valuation Date
be segregated into a sepazate account for each Participant unril such time as the allocations pursuant to this Plan have been made, at
which time they may remain segregated, invested as part of the general Trust Fund or, if elected in the Adoption Agreement,
directed by the Participant.
(e) Limits on accepting "rollovers." Prior to accepting any "rollovers" to which this Section applies, the Administrator may
require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled ovei to this Plan meet.
the requirements of this Section. The Employer may instruct the Administrator, operationally, to limit the source of "rollover"
contributions that may be accepted by the Plan.
(� Definitions. For purposes of this Section, the following definitions shall apply:
(1) A"rollover" means: (i) amounts transferred to this P(an directly from another "eligible retirement plan;" (ii) distriburions
received by an Employee from other "eligible retirement plans" which are eligible for tax-free rollover to an "eligible
retirement plan" and which aze h�ansferred by the Employee to this Plan wittiin sixty (60) days following receipt thereof; and
(iii) any other amounts which are eligible to be rolled over to this Plan pursuant to the Code or any other federally enacted �
legislation.
(2) An."eligible retirement plan" means an individual ret'uemenf account described in Code §408(a), an individual retirement
annuity described in Code §408(b) (other than an endowment contract), a qualified trust (an employees' tcvst described in
Code §401(a) which is exempt from taac under Code §501(a)), an annuity plan described in Code §403(a), an eligible deferred
compensation plan described in Code §457(b) which is maintained by an eligible employer described in Code §457(e)(1)(A),
and an annuity wntract described in Code §403(b).
4.7 PLAN-TO-PLAN TRANSFERS FROM QUAL�IED PLANS
(a) Trausfers into this Plan. With the wnsent of the Administrator, amounts may be transferred (within the meaning of
Code §414(1)) to this Plan from other tax qualified plans under Code §401(a), provided the plan from which such funds aze
transferred permits the transfer to be made and the transfer will not jeopardize the tax-exempt status of the Plan or Trust or create
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adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may
requue an opinion of counsel that the amounts to be transfened meet the requirements of this Section. The amounts transferred shall
be set up in a separate account herein refened to as a"Participant's Transfer Account." Furthermore, for vesting purposes, the
Participant's Transfer Acwunt shall be treated as a separate "Participant's Account."
(b) Accounting of transfers. Amounts in a Participant's Transfer Account shall be held by the Trustee (or Insurer) pursuant to the
provisions of this Plan and may not be withdrawn by, or distributed to the Participarit, in whole or in.part, excepf as elected in the
Adoption Agreement and Subsection (d) below, provided the restrictions of Subsection (c) below and Section 6.16 are satisfied. The
Trustee (or Irisdrer) shall.have no duty or i�esponsibility to inquire as to tlie propriety of the, amount, value or type_ oi' assets
transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible
to be held by the Trustee.(or Insurer) under the terms of this Plan. Notwithstanding anything in this Section to the contrary,
transfened amounts are not required to be separately accounted for and may be combined with the conesponiling Account .
maintained in this Plan prov'ided all rights, benefits andfeatures and other attributes are identical with respect to each account, or
are identical after the combinatiori.
(c) Distribution of plan—to-plan transfer amounts. At Normal Retirement Date, or such other date when. the Participant or the
Participant's Beneficiary shall be.entitled to receive benefts, the Paiticipant's Transfer Account Shall be used to provide additional
benefits to the Part'icipant oi the Participant's Beneficiary. Any distribution of amounts held in a Participant's Transfer Account shall
be made in a manner which is consistent with and satisfies the provisions of Sections 6.5 and 6.6. Furthermore, such amounts sha11
be considered to be part of a Participant's benefit in deternuning whether an involuntary cash-out of benefits may be made without
Participant consent,
(d) Segregation. The Administrator may d'uect that Employee transfers made after a Valuation Date be segregated into a separate
account for each Participant until such time as the allocafions pursuant to this Plan have been made, at which time they may remain
, segregated, invested as part of the general Trust Fund or, if elected in the Adoption Agreement, d'uec4ed by the Participant.
4.8 MANDATORY EMPLOYEE CONTRIBUTIONS
(a) Mandatory Employee contributions. An Employer may elecf in the Adoprion Agreement to provide for mandatory
Employee contribution: If the Employer elects to provide for such contributions, each Participant, as a condition.of employment,
will make a mandatory Employee contribution in the amount elected in the Adoption Agreement. Alternatively, the Employer may
elect to provide a range of mandato "ry Employee contribution peicentages from whicfi the Participant may choose to.contribdte.
Under this option, the fimployee, as a condition .of employment, musf make an irrevocable election to contribute a percentage of his
or her Compensation no later than his or Her effective date of participation. During tlie period of the Participant's participation in the
Plan, the Participant may nof revoke the election and receive cash in lieu of the contribution, nor may the Participant change the
amounYof the maridaYory Employee contribution. Amounts attribufable to mandatory Employee contributions shall be fulIy Vested.
(b) Employer pick up contribution. If elected in the Adoption Agreement, the Employer will "pick-up" 4he mandatory Employee
contribution and will pay tfie mandatory Employee contribution to the Plan as an Employer contiibution. This provision is effective
only a$er the Employer provides for ttie treatment of the Employee contributions as described in this paragraph, through a person
authorized to take such action, and evidenced in writing by minutes of a meeting, resolution, ordinance, or other. formal action by
the Employer, which will effectuate the "pick-up" pmvision. Furtliermore, as of the date of the "pick-up," Participants aze not
permitted to opt-out of the "pick-up" oi to receive the mandatory Employee contributions d'uectly instead of having them paid to the
Plan. Mandatory Employee.contriburions that aze "picked-up" by the Employer are excludible from the Employee's gross income.
4.9 AFTER-TAX VOLUNTARY EMPLOYEE CONTRIBUTIONS
(a) After-tax voluntary Employee contributions. If elected in the Adoption Agreement, each Participant may, in accordance
with procedures established by the Administrator, elect to make after-taac voluntary Employee contributions to this Plan. Such.
contributions must generally be paid to the Trustee (or Insurer) within a reasonable period of time after being received by the
Employer: An after-tax voluntary Employee contribution is any contribution made to the Plan by or on behalf of a Participant that is
iricluded in the Participant's gross income.in the yeaz in which made and that is separately accounted for under the Plan.
(b) Full yesting. The balance in each Partioipant's Voluntary Contribution Account shall be ful.ly Vested at all times and shall not
be subjectto Forfeiture for any reason.
(c) Distribution at any time. A Participant may elect at any time to withdraw after-tax voluntary Employee contributions from
such Participant's Voluntary Contribution Account and the actual earnings thereon in a manner which is consistent with and
satisfies the provisions of Secrion 6.5, If the Administrator maintains sub-accounts with respect to after-tax voluntary Employee
contributions (and earnings thereon) which were made on or before.a specified date, a Participant shall be permitted to designate
which'sub-account shall be the source for the withdrawal. Forfeitures of Employer contributions shall not occur solely as a result of
an Employee's withdrawal of.after-tax uoluntary Employee contributions.
In the event a Participant has received a hazdship distribution under the safe hazbor hazdship provisions of the Code §401(k)
Regulations from any plan maintained by the Employer, then the Participant shall be barred from making any after-tax voluntary
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Employee contributions for a period of six (6) months after receipt of the hazdship distribution. Any prior elecfions to make
after-tax voluntary Employee contributions will become void upon the receipt of the hardship distribution that triggers the
suspension period of this_paragraph.
(d) Used to provide benefits. At Normal Retirement Date, or such other date when the Participant or the ParticipanYs Beneficiary
is entitled to receiye benefits, the Participant's •Voluntary Contribution Account shall be used to provide additional benefits to the
Paiticipant or the Participant's Beneficiary.
4.10 PARTICIPANT DIRECTED INVESTMENTS
(a)� Directed investment options allowed. If pernutted under Particigant Direcfion Procedures, all Participants may d'uect the
Trustee_(or Insurer) as to the investment of a11 or a portion of their individual Account balances as set forth in such procedures.
Participants may d'uectthe Ti�ustee (or Insurer), in writing (or in such other form which is acceptable to the Trustee (or Insurer)), to
invest their accounts in specific assets, specific funds or other investrnents permitted under the Plan and tfie Participant Direction
Procedures. That portion of the Account of any Participant that is subject to investment d'uection of such Participant will be
considered a Participant Directed Account.
(b) Establishment of Participant Direction Procedures. Tlie Administrator will establish Participant Direction Procedures, to be
applied in a uniform manner; setting forth the permissible investment options under this Secrion, how often changes between.
investments may be made, and any other limitations and provisions that the Administrator may impose on a Participant's right to
direct investments.
(c) Administrative discretion. The Administrator may, in its discretion, include or exclude by amendment or other action from
the Participant Duection Procedures such instrucrions, guidelines oi policies as it deems necessary or appropriate to ensure pcoper
administration of the Plan; and may interpret the same accordingly. � '
(d) Allocation of gains or losses. As bf each Valuation Date, all Participant D'uebted Accounts"shall be charged or credited witti
the net eamings, gains, losses and expenses as well as any appreciafion or depreciation in the mazket value using publicly listed fair
market values when_ available or appropriate as follows:
(1) to the extent the as'sets in a Participant Directed Account aze accounted for as pooled assel§ or investmenYs, the allooation
of earnings, gains and losses of each ParEicipant's Account shall be based upon the total amount of funds so invested in'a
manner proportionate to the Participant's shaze of such pooled investment; and
(2). to the extent the as5ets in a Partic'ipant Directed Account aze.accounted for as segregated assets, the allocation of earnings,
gains on and losses from such assets shall be made on a separate and distinct basis: '
(e) Plan will follow investment directions. Investment d'uections will be processed as soon as administrarively practicable after
proper investrnent directioris are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or
Trustee (or Insurer) tliat investrnent d'uections will be processed on a daily basis, and no guazantee is made in any respect regarding
the processing time of an investment d'uection. Notwithstanding any other provision of the Plan, the Employer, Administrator or
Discretionary Trustee (br Insurer) reseryes the right to not value an investment option on any given Valuation Date for any reason
deemed appropriate by the Employer Administrator or Discretionary Trustee (or Insurer). Furthermore, the pmcessing of any
investment transaction may,be delayed for.any legitimate business reason (including, but not limited to, failure of systems or
computer programs� failure of the means of the transmission of data, the failure of a service provider to timely receive values or
prices, and correction for errors or omissions or the eirors or omissions of any service provider) or force majeure. The processing
date of a transaction will be binding for all purposes of the Plan and considered the applicable Valuation Date for an investment
h�ansaction.
(fl Other documents required by directed investments. Any information regarding inveshnents available under the Plan, to the'
extent not requ'ued to be described in the Participant D'uection Procedures, may be provided to Rarticipants in one or more
documents (or in any other form, including, but not limited to, electronic media) which are separate from the Participant Direction
Procedures and aze not thereby incorporated by reference into this Plan.
4.11 QUALIFIED MII,ITARY SERVICE
(a) USERRA. Notwithstanding any provisions of this Plan to the coutrary, contributions, benefits and service credit with respect
to qualified military service will be provided in accordance with Code §414(u). Furthermore, loan repayments may be suspended
under this Plan as permitted under Code §414(u)(4).
(b) Benefit accrual. If the Employer elects in the Adoption Agreement to apply this Subsection, then effective as of the date
specified in the Adoption Agreement but no earlier than the first day of the 2007 Plan Year, for benefit accrual purposes, the Plan
treats an individual who becomes Totally and Permanently disabled while performing "qualified military service" (as defined in
Code §414(u)) with respect to the Employer as if the individual had resumed employment in accordance with the individual's
reemployment rights under Uniformed Services Employment and Reemployment Rights Act of 1994, as amended ([JSERRA), on
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the day preceding Total and:Permanent Disability and terminated employment on the actual date of death or Total and Permanent
' Disability.
The Plan will determine the amount of after-tax voluntary Employee contributions of an individual treated as reemployed
under this Section for purposes of applying paragraph Code §414(u)(8)(C) on the basis of the individual's average actual after-tax
voluntary Employee contributions for the lesser of:.(1) the 12-month period of service with the Employer immediately prior to
"qualified military service" (as defined in Code §414(u)); or (2) the actual length of continuous service with the Employer.
(c) Death benefits. In the case of a death occurring on or after January 1, 2007, if a Participant dies while.performing "qualified
military.service" (as defined in Code §414(u)), the Participant's Benef ciary is entitled to any additional benefits (other than benefit
accruals relating to the period of "qualified military service" but including vesting credit for such. period and any othei ancillary life
insurance or other survivor benefits) provided underlhe Plan as ifthe Participant had resumed employment and then terminated
employment on account of death. Moreover; the Plan will credit the Participant's "qualified military service" as service for vesting
purposes, as though the Participarit had resumed employment under Uniformed Services Employment and Reemploymerit Rights
Act of 1994, as amended (USERRA) immediately prior to the Participant's death.
ARTICLE V .
VALUATIONS
5.1 VALUATION OF THE TRUST FUND
The Administratoi shall direct the Tnistee (or_Insurer), as of each Valuation Date, to deteimine the net worth of the assets
comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee (or Insurer) shall value the assets
comprising the Ti�ust Fund at.their fair market value as of the Valuation Date and may deduct all expenses for which the T;qstee (or
Insurer) has not yeY been paid by the Employer or the Trust Fund. The Trustee (or Insurer), when deterniining the net worth of the assets,
may update the value of any shares held in a Participant D'uected Account by reference to the number of shares held on behalf of the
Participant, priced at the mazket value as of the Valuation Date.
5.2 METHOD OF VALUATION
In determining the fair market value of sectirities held in the Trust Fund which aze listed on a registered stock exchange the
Administrator shall duect the Trusfee (oi Insurer) to value tlie same. at the prices they were last traded on sach exchange preceding the
close of business on the Valuation Date. If such securities were not traded on the Valuation Date, or if the exchange on which they are
traded was nof open for business on the Valuation Date, then the securities shall be valued af the prices at.which they were last traded prior
to the Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the close of business on
the. Valuation Date, which bid price, shall be obtained &om a registered broker or an investment banker. In determining the fair mazket
value of assets other than securities for which trading or bid prioes can be obtained, the Trustee, the Administrator (if the Trustee is a
d'uected Trustee) or Insurer may appraise such assets itself (assuming it has the appropriate expertise), or in its discretion, employ one or
more appraisers for that purpose and rely on the values established by such appraiser or appraisers.
ARTIGLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1 DETERMINATION OF BENEFTI'S UPON RETIltEMENT
Every Participant may terminate employment with the Employer and retire for purposes hereof on the Participant's Normal
Retirement Date or Eazly Retirement Date. However, a Participant may postpone the severance of employment with the Employer to a later
date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 43, shall
continue until such Participant's Retirement Date. Upon a Participant's Retirement Date, or if elected in the Adoption Agreement, the
attainment of Normal Retirement Date without severance of employment with the Employer (subject to Section 6.11), or as soon thereafter
as is practicable, the Administrator shall direct the distribution, at the elecrion of the Participant, of the Participant's entire Vested interest in
the Plan in accordance with Section 6.5.
6.2 DETERMINATION OF BENEFTfS UPON DEATH
(a) 100% vesfing on death. Upon the death of a Participant before the ParticipanYs Retirement Date or other severance of
employment, all amounts credited to such Participant's Combined Account shall, if elected in the Adoption Agreement, become
fully Vested. The Administrator shall d'uect, in accordance with the.provisions of Sections 6.6 and 6.7, the distribution of the
deceased Participant's Vested accounts to the Particigant's Beneficiary.
(b) Distribution upon death. Upon �e death of a Participant, the Administrator shall d'uect, in accordance with the provisions of
Sections 6.6 and 6.7, the distribution of any remaining Vested amounts credited to the accounts of such deceased Participant to such
Participant's Beneficiary.
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(c) Determination of death benefit by Administrator. The Administrator may requ'ue such proper proof of death and such
evidence of the right of any person to receive payment of the value of the account of a deceased Participant as the Administrator
may deem desirable. The Administrator's determination of death and of the right of any person to receive payment shall be
conclusive.
(d) Beneficiary designation. Each Patticipant must designate a Beneficiary on a form and in such manner as provided by the
Administrator.
(e) Beneficiary if no Beneficiary elected by Participant In the event no valid designarion of Beneficiary exists, or if the
Beneficiary with respect to a portion of a Participant's death benefit is not alive at the time of the Participant's death and'no
contingent Beneficiary has.been designated, then such portion of the death benefit will be paid in the following order of priority,
unless the Employer specifies a different order of priority in AppendixA to the Adoption Agreement (Special Effective Dates and
Other Femutted Elections), to:
(1) The Participant's surviving Spouse;
(2) The Participant's issue, per stirpes;
(3) The Participant's surviving pazents, in equal shazes; or
(4) The Participant's astate.
If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefiY will
be paid to the Beneficiary's •"designated Bene.ficiary".(or if tliere is no "designated' Benefioiary," to the Beneficiary's estate). For
purposes of these provisions, and .with respect to any Beneficiary designations, adopted children shall be treated as children.
(� Divorce revokes spousal Beneficiary designation. Notwithstanding anything in thisSecfion to the contrary, unless otherwise
elected in Appendix A to the Adoption Agreement (Special Ef�'ective Dates and Other Permitted Elections), if a Participant has
designated the Spouse as a Benefici,ary; then a divorce decree #hat relates to such Spouse shall revoke the Partioipant's designation
of the Spouse as a Beneficiary unless the decree or a"qualified domestic relations order" (within the meaning of Code §414(p))
provides otherwise or a subsequent Beneficiary designation is made.
(g) Simultaneous death of Participant and Beneficiary. If a Participant and his or her Beneficiary should die simultaneously, or
under circumstances that render it difficult or impossible to determine who predeceased the other, then unless the Participant's
Beneficiary designation otherwise specifies, the Administrator will presume conclusively that the Beneficiary predeceased the
Participant.
(h) Slayer statute. The Administrator may apply slayer statutes, or similaz rules which prohibit inheritance by a person who
murders someone from whoin he or she stands to inherit, under applicable sfate laws.
(i) Insured death benefi� Ifthe Plan provides an insured death benefit and a Participant dies before any insurance coverage to
which the Participant is entitled under the Plan is effected, the deatti benefit from such insurance coverage shall be limited to the
premium which was or otheiwise would have been used for such purpose.
(j) Plan terms control. In the event of any conflict behveen the terms of this Plan and the terms of any Contract issued hereunder,
the Plan provisions shalI control.
6.3 DETERMINATION OF BENEFTTS IN EVENT OF DISABILTI'Y
In the event of a Participant's Total and Permanent Disability prior to the Participant's Retirement Date or other severance of
employment, all amounts credited to such Participant's Combined Account shall, if elected in the Adoption Agreement, become fully
Vested. In the event of a ParticipanYs Total and Permanent DisabiliTy, the ParticipanYs entire Vested interest in the Plan will be
distributable and may be distributed in accordance with the pmvisions of Sections 6.5 and 6.7.
6.4 DETERMINATION OF BENEFTTS UPON TERMINATION
(a) Paymeet on severance of employmen� If a Participant's employment with the Employer and any Affiliated Employer is
severed for any reason other than death, Total and Permanent Disability, or attainment of the Participant's Retirement Date, then
such Participant shall be entitled to such benefits as are provided herein.
Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the
distribution had the Terminated Participantremained in the employ of the Employer.(upon the Participant's death, Total and
Permanent Disability, Early or Normal Retirement). However, at the elecrion of the Participant, the Administrator shall d'uect that
the entire Vested portion of the Terminated Participant's Combined Account be payable to such Terminated Participant provided the
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conditions, if any, set forth in the Adoption�Agreement have been satisfied. Any distribution under this paragraph shall be made in a
manner which is consistent with and satisfies the provisions of Section 6.5.
Regardless of whether distributions in kind are permitted, in the event the amount of the Vested portion of the Terminated
Participant's Combined Account equals or exceeds the fair market value of any insurance Coritracts, the Trustee (or Insurer), when
so d'uected by the Administrator and agreed to by the Terminated Participant, shall assign, transfer, and set over to such Terminated
Participant all Contracts on such Terminated Participant's life in such form or with such endorsements, so that the settlement
options and forms of payment aze wnsistent with the provisions of Section 6.5. In the event that the Terminated ParticipanYs Vested
portion does not at least equal the fair market value of the Contracts, if any, the Terminated Participant may pay over to the Trustee
(or Insurer) the sum needed to make the distribution equal to the value of the Contracts being assigned or transferred, or the Trustee
(or Insurer), pursuant to the Participant's election, may borrow the cash value of the Contracts from the Insurer so that the value of
the Contracts is equal to the Vested portion of the Terminated Participant's Combined Account and then assign the Contractsto the
Terminated Participant.
, Notwithstanding the above, unless otherwise elected in the Adoption Agreement, ifthe value of a Terminated Participant's
Vested benefit derived from Employer and Employee contributions does not ex.ceed $5,000 (or such lower amount as elected in the
Adoption Agreement), the Adminisirator shall d'uect thaf the entire Vested benefit be paid to such Participant in a single lump-snm
as soon as practical without regard fo ihe consent of.the Participant, provided the conditions, if any, set forth in the Adoption
Agreement have been satisfied. A Participant's Vested benefit.shall not include (1) qualified voluntary employee contributions .
, within the meaning of Gode §72(0)(5)(B) and (2) if selected in the Conditions for Distributions Upon Severance of Employment
Secrion of the Adoption Agreement, the Participant's Rollover Account. If a mandatory distribution is made pursuant to this
pazagraph and such distribution is greater than $1,000 and the Participant does not elect to ha�e such distribution paid d'uectly to an
"eligible retirement plan" specified by the Participant in a"d'uect rollover" in accordance with Section 6.14 or to receive the
distriburion d'uectly, then the. Administrator stiall transfer such amount to an individual retirement account described in Code ',
§408(a) or an individual retirement annuity described in Code §408(b) designated by the Administrator. However, if the Participant
elects to receive or make a"direct rollover" of such amount, then the Administrator shall d'uect the Trustee (or Insurer) to cause the ,
entire Vested benefit to b"e paid to such Participant in a single lump sum, or make a"d'uect rollover" pursuant to Section 6.14,
provided the conditions, if any, set forth in the Adoption Agreement have been satisfied. The Administrator may establish a
procedure as to whether a Participant whb fails to make an affumative election with respect to a mandatory distribution of $1,000 or
less is treated as having made or not made a"d'uect rollover" election. For purposes of determining whether the $1,000 threshold set
forth in this pazagraph is met; the mandatory distribution includes amounts in a Participant's Rollover Account. For purposes of
detemvning whether the $5;000 threshold.in this paragraph is met, a Participarit's Rollover Account is taken into account unless .
otherwise elected in the Adoption Agreement.
(b) Vesting.schedule. The Vested portion of any Participant's Account shall be a percentage of such Participant's Account
determined on the basis of the Participant's number of Years of Service (or Periods of Service if the elapsed time method is elecfed)
accoiding to the vesting sohedule specified in tYie Adoption Agreement. However, a Participant's entire interest in the Plan shall be
non-forfeitable upon the Participant's Normal Retirement Age (if the Participant is employed by the Employer on or after such
date). In addition, Employee contributions (voluntary and maridatory) and contributions for sick leave/vacation leave conversions
shall be fully Vested.
6.5 DISTRIBUTION OF BENEFTTS
(a) Forms of distributions: The Administrator, pursuantto the election of the Participant, shall d'uect the distribution to a
Participant or Beneficiary any amount to which the Participant or Beneficiary is entitled under the Plan in one or more of the
following methods which are permitted pursuant to the Adoption Agreement.
(1) One lump-sum payment in cash or in property, provided that if a distribution of property is permitted, iY shall be limited to
property that is specifically allocated and idenrifiable with respect to such Participant.
(2) Partial withdrawals.
. (3) Payments overa period certain in monthly, quarterly, semi-annual, or annual cash installments. The period over which
such payment is to be made shall not extend beyond the earlier of the Participant's life expectancy (or the joint life expectancy
of the Participant and the Participant's designated Beneficiary). Once payments have begun; a Participant may elect to
accelerate the payments (reduce the term and increase payments).
(4) Purchase of or providing an annuity. However, such annuity may not be in any form that will provide for payments over a
period extending beyond either the life of the Participant (or the lives of the Parficipant and the Participant's designated
Beneficiary) or the life expectancy of the Participant (or the life expectancy of the Participant and the Participant's designated
Beneficiary).
(b) Consent to distributions. Benefits may not be paid without a Participant's consent if the value of the Participant's Accounts
exceed the dollar threshold specified in the Adoption Agreement. If the value of the Participant's Accounts does not exceed such
threshold, then the Administrator will distribute such benefit in a lump-sum. For purposes of this Subsection, the Participant's
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Accounts shall not include, if selected in the Conditions for Distriburions Upon Severance of Employment Section of the Adoption
Agreement, the Participant's Rollover Account.
(c) Required minimum distributions (Code §401(a)(9)). Notwithstanding any provision in the Plan to the contrary, the
dis�ibudon of a Participant's benefits, whether under the Plan or through the purchase of an annuity Contract, shall be made in
accordance with the requirements of Section 6.8.
(d) Annuity Contracts. All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms
of any annuity Cbntract purchased and distributed to a Participant or Spbuse_ shall comply with all of the requirements of this Plan.
(e) TEFRA 242(b)(2) elec.tion. The provisions of this Section shall not apply to distributions made in accordance with Plan
Section 6.8(a)(4).
6.6 DISTRBUTION OF BENEFTTS UPON DEATH
(a) Consen� If the value of the death benefit derived from Employer and Employee contributions does not exceed $5,000,-the
Administrator shall d'uect the distribution of such amount to the Participant's Beneficiary in a single lump-sum as soon as
practicable. If the value exceeds $5,000, an immediate distribufion of the entire amount may be made to the Beneficiary, provided
such Beneficiary wnsents to the distribution.
(b) •Forms of distribution. Death benefits may be paid to a Participant's Beneficiary in one of the following optional forms of
benefits subject to the rules specified in Section 6.8 and the elecrions made in the Adoprion Agreement. Such optional forms of
distributions may be elected by the Participant However, if no optional form of distribution was elected by the Participant prior to
death, then the Participant's_Beneficiary may elect the form of distribution,
(lj One lump-sum payment in cash or in properly that is allocated to the Accounts of the Participant at the time of the_
distribution.
(2) Partial withdrawals.
(3) Payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be determined by the Participant
or the Participant's Beneficiary. In order to provide such installment payments, the Administrator may (A) segregate the
aggrega4e amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan
association, money market certificate or other liquid short-teim security or (B) _purchase a nontransferable annuity Contracf for
a term certain (with no life contingencies) providing for such payment. After periodic installments commence, the Beneficiary
shall have the righf to ieduce the. period over which such periodic installments shall-be made, and the cash amount of such
periodic installments shall be.adjusted accordingly.
(4) In the form of an annuity over the life expectancy of the Beneficiary.
(c) Required minimum distributions (Code §401(a)(9)). Notwithstanding any provision in the Plan to the contrary, distributions
upon the death of a Participant shall comply with the requirements of Section 6.8.
(d) Payment to a child. For purposes of this Section, any amount paid to a child of the Participant will be treated as if it had been
paid to the surviving Spouse if the amount becomes payable to the surviving Spouse when the child reaches the age of majority.
(e) Voluntary Contribution Account In the event that less than one hundred percent (100%) of a Participant's interest in the
Plan is dis�ibuted to such Participant's Spouse, the portion of the distribution attributable to the Participant's Voluntary
Contribution Account shall be in the same proportion that the Participant's Voluntary Contribution Account beazs to the
Participant's total interest in the Plan.
(� TEFRA 242(b)(2) election. The provisibns of this Secrion shall not apply to distributions made in accordance with Section
6.8(a)(4). .
6.7 TIlVIE OF DISTRIBUTION
Except as limited by Section 6.8, whenever a dishibution is to be made, or a series of payments are to commence, the distribution or
series of payments may be made or begun as soon as practicable. Notwithstanding anything in the Plan to the contrary, unless a Participant
otherwise elects, payments of benefits under the Blan will be begin not later than the later, of the sixtieth (60th) day after the close of the
Plan Yeaz in which the latest of.the following events occurs: (a) the date on which the Participant attains the earlier of age 65 or the Normal
Retirement Age specified herein; (b) the tenth (lOth) anniversary of the year in which the Paiticipant commenced participation in the Plan;
or (c) the date the Participant terminates service with the Employer. The failure of a Participant to request a distribution shall be deemed to
be an elecrion to defer the commencement of payment of any benefit until the time otherwise permitted under the Plan.
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Governmental Defined Contribution Volume Submitter Plan
6.8 REQUIRED MIMMUM DISTRIBUTIONS
(a) General rules
(1) Et�ective Date. Subject to the good faith interpretation standard, the requirements of this Section shall apply to any
distribution of a Participant's interest, in the Plan and will take precedence over any inconsistent provisions of this Plan.
(2) Requirements of Treasury Regulations incorporated. All distributions required under this Section will be determined
and made in accordance with the Regulations under Code §401(a)(9) and the minunum distribution incidental benefit
requirement of Code §401(a)(9)(G).
(3) Limits on distribution periods. As of the first "distribution calendar year," distributions to a Participant may only be
made in-accordance with the selections made in the Form of Distribufions Section of the Adoption Agreement. If such
distributions are not made in a.single-sum, then they may only be made over one of the following periods: (i) the life of the
Participant, (ii) the joint lives of the Participant and a"designated Beneficiary," (iii) a period certain not extending beyond the
"life expectancy" of the Participant, or (iv) a period certain not extending beyond the joint life and last survivor expectancy of
the Participant and a"designated Beneficiary."
(4) TEFRA Section 242(b)(2) elections.
(i) Notwithstanding the other provisions of this Section, other than the Spouse's right of consent afforded under the
Plan, distributions may be made on behalf of any Participant, including a five percent (5%) owner, who has inade a
designation in accordance with Section 242(b)(2) ofthe Tax Equity and Fiscal Responsibility Act (TEFRA) and in
accordance with all of the following requirements (regardle'ss of when such distribution wmmences)`.
(A) The distriburion 6y the Plan is one which would not have disqualified such Plan under Code §401(a)(9) as in
effect piior to amendment by the Deficit Reduction Act of 1984.
(B) The dis�ibution is in acwrdance with a method of distribution�designated by the Participant whose interest in
the Plan is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant.
(C) Such designation was in writing, was signed by the Participant or the Beneficiary, and was made before
January 1, 1984:
(D) The Participant had accrued a benefit under the Plan as of December 31, 1983.
(E) The method of distribution designated 6y the Participant or the Beneficiary specifies the time at which
distribution will commence, the period over which distributions will be made; and in the case of any distribution
upon the Participant's death, the Beneficiaries of the Participant listed in order of priority.
(ii) A distribution upon death will not be wvered by the transitional rule of this Subsection unless the information in
the designation contains the required information described above with respect to the distributions to be made upon the
death of the Participant.
(iii) For any distribution which commences before January 1, 1984, but continues after December 31, 1983, the
Participant, or the Beneficiary, to whom such distribution is being made, will be presuined to have designated the method
of distribufion under which the distribution is being made if the method of distribution was specified in writing and the
distribution satisfies the requirements in (i)(A) and (i)(E) of this Subsecrion.
(iv) If a designation is revoked, any subsequent distribution must satisfy the requirements of Code §401(a)(9) and the
Regulations thereunder. If a designation is revoked subsequent to the date distributions are required to begin, the Plan
must distribute by the end of the calendar year following the calendar year in which the revocation occurs the total
amount not yet distributed which would have been required to have been distributed to satisfy Code §401(a)(9) and the
Regulations thereunder, but for the Section 242(b)(2) election. For calendar years beginning after December 31, 1988,
such distributions must meet the minimum distribution incidental benefit requirements. Any changes in:the designation
will be considered to be a revocation of the designation. However, the mere substitution or addirion of another
Beneficiary (one not named in the designation) under the designaYion will not be considered to be a revocation of the
designation, so long as such substitution or addition does not alter the period over which distributions are to be made
under the designation, directly or indirectly (for example, by altering the relevant measuring life).
(v) In the case in which an amount is transferred or rolled over from one plan to another plan, the rules in Regulation
§1.401(a)(9)-8, Q&A-14 and Q&A-15, shall apply.
(5) Good faith interpretation standard. In applying any provision of this section, the Plan will apply a reasonable good
faith interpretation of Code §401(a)(9).
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Governmental Defined Contribution Volume Submitter Plan
(b) Time and manner of distribution
(1) Required beginning date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant
no later than the Participant's "required beginning date."
(2) Death of Participant before distributions begin. If the Participant dies before distributions begin, the Participant's entire
interest will be distributed, or begin to be distributed, no later than as follows as elected in the Dish Upon Death
Section of the Adoption Agreement (or if no election is made, then the Beneficiary inay elect either the lifetime method or the
five-year method):
(i) Lifetime method (Spouse). If the Participant's surviving Spouse is the Participant's sole "designated Beneficiary,"
then, except as otherwise pro.vided herein, distributions to the surviving Spouse will begin by December 31 of the
calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar
yeaz in which the Participant would have attained age 70 1/2, if later.
(ii) Lifetime method (non-Spouse). If the Participant's surviving Spouse is not the Participant's sole "designated
Beneficiary," then, except as provided in Section 6.8(b)(3.) below, distributions to the "designated Beneficiary" will begin
by December 31 of the calendar year immediately following the calendar year in which the Participant died.
(iii) Five-year method. If there is no "designated Beneficiary" as of September 30 of the year following the year of the
Particip'ant's death or if otherwise elected pursuant to the Adoption Agreement with respect to a"designated Beneficiary,"
the Participacit's entire interest will be distributed by December 31 of the calendar yeaz containing the f fth anniversary of
the Participant's death. " '
(iv) Death of Spouse. If the Participant's surviving Spouse is the Participant's sole "designated Beneficiary" and the
' surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Seotion 6.8(b)(2),
other than Section 6.8(b)(2)(i), will apply as if the surviving Spouse were the Participant.
For purposes of this Section 6.8(b)(2) and Section 6.8(b)(3), unless Seetion 6.8(b)(2)(iv) applies, distributions are
considered to begin on the Participant's "required beginning date:" If Section 6.8(b)(2)(iv) applies, distributions aze considered
to begin on the date distributions are required to begin to the surviving Spouse nnder Section 6.8(b)(2)(i). If distributions under
an annuity purchased from an insurance company irrevocably commence to the Participant before the ParticipanYs "required
beginning date" (or to the Participant's surviving Spouse before tlie dafe distributions are iequired to begin to the survivin
g
Spouse under Section'6.8(b)(2)(i)), the date distributions are considered to begin is the date distributions actually commence.
(3) Forms of distribution..Unless the Participant's interest is distributed in the form of an annuity purchased from an
insurance company or in a single sum on or before the "required beginning date," as of the first "distribution calendar year"
distributions will be made in accordance with Sections 6:8(c) and 6.8(d) and only in a form of distribution provided in Section
6.5 or 6.6, as applicable. If the Participant's interest is distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the requirements of Code §401(a)(9) and the Regulations
thereunder.
(c) Required minimum distributions during Participant's lifetime
(1) Amount of required minimum distribution for each "distribution calendar year." During the Participant's lifetime,
the minimum amount that will be distributed for each "distribution calendar yeaz" is the lesser of the following, as elected in
the Form of Distributions Section of the Adoption Agreement:
(i) the quotient obtained by dividing the "Participant's account balance" by the distribution period in the Uniform
Lifetime Table set forth in Regulation §1.401(a)(9)-9, using the Participant's age as ofthe Participant's birthday in the
"distribution calendar year' ; or
(ii) if the Participant's sole "designated Beneficiary" for the "distribution calendar year" is the Participant's Spouse, the
quotient obtained by dividing the "Participant's account balance" by the number in the Joint and Last Survivor Table set
forth in Regularion § 1.401(a)(9)-9, using the Participant's and Spouse's attained ages as of tfie ParticipanYs and Spouse's
birthdays in the "distribution calendar year."
(2) Lifetime required minimum distributions continue through year of Participant's death. Required minimum
distributions will be detertnined under this Section 6.8(c) beginning with the first "distribution calendar year" and up to and
including the "distribution calendar year" that includes the ParticipanYs date of death.
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Governmental Defined Contribution Volume Submifter Plan
(d) Required minimum distributioris after Participant's death
(1) Death on or after date distributions begin.
(i) ' Participant survived by "designated Beneficiary." If the Participant dies on or after the date distributions begin
and there is a"designated Beneficiary," the minimum amount that will be distributed for each "distribution calendar year"
after. the year of the Participant's death is tlie quotient obfained by dividing the "Participant's acwunt balance" by the
longer of the remaining "life expectancy" of the Participant or the remaining "life expectancy" of the Participant's
"designated�Beneficiary," detemuned as follows:
(A) The P.articipanYs remaining "life expectancy" is. calculated using the age of the Participant in the yeaz of
deatti, reduced by one foi each subsequent yeaz.
(B) If the Partioipant's surviving Spouse is the Participant's sole "designated Beneficiary," .the remaining "life
expectancy" of the surviving Spouse is calculated for each "distribution calendaz year" after the year of the
Partioipant's death using the surviving Spouse's age as of the $pouse's birthday in that year. For "dis�ibution
calendar years" after the year of the surviving Spouse's death; the remauung "life expectancy" of fhe surviving
Spouse is calculated using the age of the surviving Spouse as'of the Spouse's birthday in the calendar year of the
Spouse's death, reduced by one for each subsequent calendar year.
(C) If the Participant's surviving Spouse is not the Participant's sole "designated Beneficiary," the "designated
Beneficiary's" remaining "life expectancy" is calculated using the age of the Beneficiary in the yeaz following the
year of the Farticipant's death, reducecl by one for each subsequent year.
(ii) No "designated Beneficiary." If the Participant dies on or after the date distributions begin and there is no
"designated Beneficiary" as of September 30 of the year after the yeaz of the Participanf's death, the minimum amount that
will be distributed for each "distribution calendar year" after the year of the Participant's death is the quofient obtairied by
dividing the "Rarticipant's account balance" by the Participant's remainmg '.'life expectancy" calculated using the age of �
the Participant in the year of death, reduced by one for each subsequent year.
(2) Death before date distributions begin.
(ij Participant survived by "designated Beneficiary." Except as.provided in Section 6.8(b)(3), if the Participant dies
before the date di'stributions begin and there is a"designated Beneficiary," the minimum amount that will be distributed
for.each "disiribution calendaz year" after the year of tlie Participant's death is the quotient obtained by iiividing the
"Participant's. accountbalance" by the remaining "life expectancy" of the Participant's "designated Beneficiary,"
determined as piovided in Seotion 6,8(d)(1). .
(ii) No "designated Beneficiary." If tlie Participant dies before the date distributions begin and there is no "designated
Beneficiary" as of September 30. of the year following the yeaz of the Participant's death, distribution of the Participant's
entire interest will be completed by December 31 of the calendaz year containing the fifth anniversary of the Participant's
death.
(iii) Death of surviving Spouse before distributions to surviving Spouse are required to begin. If the Participant dies
before the date distributions begin, the Participant's surviving Spouse is the Participant's sole "designated Beneficiary,"
and the surviving Spouse dies before distributions aze required to begin to the surviving Spouse under Section
6.8(b)(2)(i), this Secrion 6.8(d)(2) will apply as ifthe surviving Spouse were the Participant.
(e) Definitions. For, purposes of this Section, the following definitions apply:
(1) "Designated Beneficiary" means the individual who is designated as the Beneficiary under the Plan and is the "designated
Beneficiary" under Code §401(a)(9) and Regulation §1.401(a)(9)-4.
(2) "Distribution calendaz year" means a calendar year for which a minimum distribution is required For distributions
beginning before the Participant's death, the first "distribution calendar year" is the calendar year immediately preceding the
calendar yeaz which confains the Participant's "required beginning date." For distributions beginning after the ParticipanYs
death, ttie first "dis�ibution calendar year" is the calendar year in which distributions are required to begin under Section
6.8(b). The required minimum distribution for the Participant's fust "distribution calendar yeaz" will be made on or before the
Participant's "required beginning date." The required minimum distribution for other "distribution calendaz years," including
the required minunum distribution for the "distribution calendar year" in which the Participant's "required beginning date"
occurs, will be made on or before December 31 of that "distribution calendar year."
(3) "Life eacpectancy" means the life expectancy as computed by use ofthe Single Life Table in Regulation §1.401(a)(9)-9.
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Governmental Defined Contribution Volume Submitter Plan
(4) "Participant's account balance" means the Participant's account balance as of the last Valuation Date in the calendar year
immediately preceding the "distribution calendar year" (valuarion calendar year) increased by the amount of any contributions
made and allocated or Forfeitures allocated to the account balance as ofthe dates in the valuation calendar yeaz after the
Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. For this purpose,
the Administrator may exclude contributions that are allocated to the account balance as of dates in the valuation calendar year
after the Valuation Date, but that aze not actually made driring the valuation calendar year. T'he account balance for the
valuation calendar year includes any aznounts rolled over or transfened to the Plan either in .the valuation calendar year or in
the "distribution calendar year" if distributed or transferred in the valuation calendar year.
(5) "Required beginning date" means, except as otherwise elected in Appendix A to the Adoption Agreement (Special
Effective Dates and Other Permitted Elecrions), with respect to any Participant, April 1 of the calendar year following the later
of the calendar year in which the Participant attains age 70 1/2 or the calendaz year in which the Participant retires.
(� VVaiver of 2009 required distributions
(1) Suspension of RNIDs unless otherwise elected by Participant. This paragraph does nof apply if the Employer elected
options a., b., or c. at the WRERA — RMD Waivers for 2009 Section of the Adopfion Agreement. Notwithstanding the
provisions of t}ie Plan relating to required minimum distributions under Code §401(a)(9), a Participant or Beneficiary who
would have been requ'ued to receive required minimum distributions for 2009 but for the enactment of Code §401(a)(9)(Ii)
("2009 RMDs"), and who would have sarisfied that requirement by receiving distributions that are (i) equal to the "2U09
RMDs" or (ii) one or more payments in a series of substantially equal distributions (that include the "2009 RMDs") made at
least annually and expected to last for the life (or "life ezpectancy") of the Participant, the joint lives (or joint "life
expectancy") of the Participant and the Participant's "designated Beneficiary," or for a period of at least 10 yeazs ("Extended
2009 RMDs"), did notreceive those dist;ibutions for 2009 unless the Participant or Benefioiary chooses to receiye such
distributions. Participants and Beneficiaries described in the preceding sentence were given the opportunity to elect to receive
the distributions described in the precediug sentence.
(2) Continuation of RMDs unless otherwise elected by ParticipanL T'his paragraph applies if the Employer elected option
b. at the WRERA = R1VID Waivers for 2009 Section of the Adoption Agreemenf. Notwithstanding the provisions of the Plan
relating to required minimum distributions under Code §401(a)(9), a Participant or Beneficiary who would have been required
to receive required minimum distributions for 2009 but for the enactment of Code §401(a)(9)(I� ("2009 RMDs"), and who.
would have satisfied that requirement by receiving distributions that aze (i) equal .to the "2009 RMDs" or (ii).one or more
payments in a series of substantially equal distributions (that include the "2009 R1VIDs.").made at least annually and expected to
last for the life (or "life expectancy") of the Participant, the joint lives (or joint "life e�cpectancy") of the Participant and the
Participant's "designated Beneficiary," or for a periocl of at least 10 years ("Extended 2009 RNIDs"), did not receive those
distributions for 2009 unless the Participant or Beneficiary choose not to receive such distributions. Participants and
Beneficiaries described in the preceding sentence were given the opportunity to e(ect to stop receiving the distributions
described in the preceding sentence.
(3) Direct rollovers. Notwithstanding the pmvisions of the Plan relating to sequired minimum distributions under Code
§401(a)(9), and solely for purposes of applying the direct rollover provisions of the Plan, certain additional distributions in
2009; as elected by the Employer in the WRERA — RMD Waivers for 2009 Section of the Adoption Agreement, were treated
as eligible rollover ilistributions. If no election was made by the Employer in the Adoption Agreement, then a direct rollover
was offered only for distributions that would have been eligible rollover distribufions without regazd to Code §401(a)(9)(I-�.
6.9 DISTRIBUTION FOR NIINOR OR INCOMPETENT INDIVIDUAL
If, in the opinion of the Adminiserator, a Participant or Beneficiary entitled to a distribution is not able to caze for his her affairs
because of a mental condition, a physical condition, or by reason of age, Administrator shall d'uect the distribution to the Participant's or
Beneficiary's guardian, conservator, trustee, custodian (including under a Uniform Transfers or Gifts to Minors Act) or to his or her
attorney-in-fact or to other legal representative, upon furnishing evidence of such status satisfactory to the Administrator. The
Administrator and the Trustee (or Insurer) do not have any liability with respect to payments so made and neither the Administrator nor the
Trustee (or Insurer) has any duty to make inquiry as to the wmpetence of any person entitled to receive payments under the Plan.
6:10 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
In the event that all, or any portion,.of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator to
ascertain the whereabouts of such Participant or Beneficiary, the amount so disiributable may, in the sole discretion of the Administrator,
either be treaYed as a Forfeiture or be paid direcfly to an individual retirement account described in Code §408(a) or an individual
retirement annuity described in Code §408(b). In addition, if the Plan provides for mandatory distributions and tlie amount to be distributed
to a Participant or Beneficiary does not exceed $1,000, then the amount distributable may, in the sole discretion of the Administrator, either
be treated as a Forfeiture, or be paid directly to an individual retirement account described in Code §408(a) or an individual retirement
annuity described in Code §408(b) at the time it is determined that the whereabouts of the Participant or the Participant's Beneficiary
cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture, such benefit shall be restored,. fust
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Governmental Defined Contribution Volume Submitter Plan
from Forfeitures, if any, and then from an additional Employer con�ibution if necessary. Upon Plan termination, the ortion of the
P
distributable amount that is an "eligible.rollover distribution" as defined, in Section 6.14(b)(1) may be paid d'uectly to an individual
retirement account described in Code §408(a) or an individual retirement annuity described in Code §408(b). However, regazdless of the
preceding, a beneft that is lost by reason of escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor
as an impermissible forfeiture under the Code.
6.11 IN-SERVICE DISTRIBUTION
If elected in the Adoption .Agreement, at such time as the conditions set foith in the, Adoption Agreeinent have been satisfied, then
the Administtator, at the election of a Participant who has not severed employment with the Employer, sha11 direct the distribution of up to
the entire Vested amount then oredited to the Accounts. as elected in the Adogtion Agreement maintained on behalf of_such Participant. For
purposes of this Section, a Participant shall. include an Employee who has an Account balance in the Plan. In the event that the
Admiriistrator makes such a distribution, the Participant shall continue to be eligible to participate in the Plan on the same basis as any
other Employee. Any distribution made pursuant to this Section sha116e made in a m`anner consistent with Section 6.5. Furthermore, if an
in-service distribution is pernutted from more than one acwunt type, the Administrator may determine any ordering of a Participant's
in-service distribution from such accounts.
6.12 ADVANCE DISTRIBUTION FOR HARDSHIP
(a) I3ardship events. For 401(a) Plans, if elected in the Adoption Agreement, tiie Administrator, at the election of ttie Participant,
shall d'ueot the distribution to any Participarit in any one Plan Yeaz up to the lesser of 100% of the Yested interest of the Accounts
selected in the Adoption Agreement, valued as of the last Valuation Date oT the amount necessary to sarisfy the immediate and
heavy fmancial need of the Participant: For purposes of this Section; a Participant shall include an Employee who has an Account
balance in. the Plan. Any distribution made p,ursuant to flus Section shall be deemed to be made as of the first day of the Plan Year
or, if later the ValuationDate immediately preceding the date.of distriburion, and the Account from which the distribution is made
shall be reduced accordingly. Withdrawal under this Section shall be authorized only if the distribution is for an immediate and
heavy fmai►cial need. The Administrator will determine whether there is an immediate and heavy financial need based on the facts
and circumstances. An immediate and heavy financial need includes, but is not limited to, a distribution for one of the following:
(1) Expenses for (or necessary to obtain) medical care (as defined in Code §213(d));
(2) Costs.directly related to the purqhase (excluding mortgage payments} of a principal residence for the Paiticipant;
(3) Payments for burial or funeral ezpenses for the Participant's deceased pazent, Spouse,.children or dependents (as ilefined
in Code §152, and without regazd to Code §152(d)(1)(B));
(4.) Payment of tuition, related edncational fees, and room and board expenses, for up to the next twelve (12) months of
post-secondary education for the Participant, the ParticipanYs Spouse, children, or dependents (as defined in Code §152, and
withqufregard to Code §§152(b)(1), (b)(2), and (d)(1)(B));
(5) Payments necessary to prevent the eviction of the Participant from the Par[icipant's principal residence or foreclosure on
the mortgage on that residence; or
(6) Expenses foc the ;epair of damage to the Participant's principal residence that would qualify for the casualty deduction
under Code § 165 (determined without regazd to whether the loss exceeds 10% of adjusted gcoss income).
(b) Beneficiary-based.distribution. If elected in the Adoption Agreement, then effecrive as of the daYe specified in the Adoption
Agreement, but no earlier than .August 17; 2006, a Participant's hazdship event includes an immediate and heavy financial need of
the Participant's "primary Beneficiary under the Plan," that would constitute a hardship event_ if it occurred with respect to the
ParticipanYs Spouse or dependent as defined under Code §152 (such hardship events being limited to educational expenses, funeral
expenses and certain medical expenses). For purposes of this Section, a Participant's "primary Beneficiary under the Plan" is an
individual who is named as a Beneficiary nnder the Plan (by the.Participant or pursuant to Section 6.2(d)) and has an unconditional
right to all or: a portion of the Participant's Account balance uncler the Plan upon the ParticipanYs death.
(c) Other limits and conditions. If elected in the Adoption Agreement, no distribution shall be made pursuant to this Section
from the Participant's Account until such Account has become fully Vested Furthermore, if a hardship distribution is permitted
from more than one Account, the Administrator may determine any ordering of a ParticipanYs hazdship distribution from such
Accounts. .
(d) Distribution rules apply. Any distribution made pursuant to this Section shall be made in a manner which is consistent with
and satisfies the provisions of Section 6.5.
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Governmental Defined Contribution Volume Submitter Plan
6.13 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUT`ION
All benefits provided to a Participant in this Plan shall be subject to the rights afforded to any Alternate Payee under a"qualified
domestic relations order." Furthermore, unless otherrvise elected in Appendix A to the Adoption Agreement (Special Effecrive Dates and
Other Permitted Elections) a distribution to an Alternate Payee shall be permitted if such distribution is authorized by a"qualified domestic
relations order," even if the affected Participant has not reached the "eazliest retirement age." For the purposes of this Section, "qualified
domestic relations order" and "earliest retirement age" shall have the meanings set forth under Code §419(p). For purposes of this Section,
however, a disfribution that is made pursuant to a domestic relations order which meets the requirements of Code §414(p)(1)(A)(i) will be
treated as being made pursuant to a"qualified domestic relations order."
Effective as of Apri16, 2007, a domestic relations order that otherwise satisfies tlie requirements for a"qualified domestic relations
order" will not fail to be a"qualifieii domestic relations order": (i) solely because the order is issued after, or revises, another domestic
relations order or "qualified domestic relations order' ; or (ii) solely because of the time at which the order is issued, including issuance
after the Annuity Starting Date or after the Participant's death.
6.14 DII2ECT ROLLOVERS
(a) Right to direct rollover. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a"distributee's"
election under this Section, a"distributee" may elect, at the time and in the manner prescribed by the Administrator, to have an
"eligible rollover distribution" paid directly to an"eligible retirement plan" specified by the "distributee" in a"direct rollover."
However, if less than the entire amountof the "eligible rollover distribution" is being paid d'uectly to an"eligible retirement plan,"
then the Administrator may reqdire that the amount paid directly to such plan be at least $500.
(b) Definitions, For purposes of this Section, the following definitions shall apply:
(1) Eligible rollover distribution. An "eligible rollover distribution" means any distribution described in Code §402(c)(4)
and generally includes any distribution of all or any portion of the balance to the credit of the "distributee," except that an
"eligible rollover distniburion" does not include: any distribution that is one of a series of substantially equal periodic payments
(not less frequently ttian annually) made for the life (or life expectancy) of the "distributee" or the joint lives'(or joint life
expectancies) of the "distributee" and the "distributee's" "designated Beneficiary," or for a specified period of ten (10) years or
more; any distribution to the extent such distribution is required under Code §401(a)(9); any hardship distribution; the portion
of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and any other disiribution reasonably expected to total less than $200 during
a year. For pnrposes of the $200 rule, a distribution from a designated Roth account and a distribution from other accounts
under the Plan may be treated as made under separate plans. In addirion, Section 6.8(�(2) applies with respect to distributions
' made in 2009.
Notwithstanding the above, a portion of a distribution shall not fail to be an"eligible rollover distribution" merely because
the portion wnsists of after-tax voluntary Employee contributions which are not includible in gross income. However, such
portion may be transferred only to:
(i) a traditional individual retirement account or annuity described in Code §408(a) or (b) (a "traditional IRA")
(ii) for taxable.years beginning after December 31, 2006, a Roth individual account or annuity described in Code
§408A (a "Roth IRA"), or
(iii) a qualified defined contribution plan or an annuity contract described in.Code §401(a) or Code §403(b),
respectively, that agrees to sepazately account for amounts so transfened (and earnings thereon), including separately
accounting for the portion of such distriburion which is includible in gross income and the portion of such distribution
which is not so includible.
(2) Eligi6le retirement plan. An :'eligible retirement plan" is a"traditional IRA," for disfributions made after December 31,
2007, a"Roth IRA," a qualified trust (an employees' trust) described in Code §401(a) which is exempt from tax under Code
§501(a), an annuity plan described in Code §403(a), an eligible plan under Code §457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or political subdivision and which agrees to
separately account for atriounts transferred into such plan from this Plan, and an annuity contract described in Code §403(b),
that accepts the "distributee's" "eligible rollover distribution." The definition of "eligible retirement plan" shall also apply in
the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is an Alternate Payee. If any portion of
an"eligible rollover distribution" is attributable to payments or distributions from a designated Roth account, an"eligible
retirement plan" with respect to such portion shall include only another designated Roth account of the individual &om whose
account the payments or distributions were made, or a Roth IRA of such individual. In the case of a"distributee" who is a
non-Spouse designated Beneficiary, (i) the "direct rollover" may be made only to a traditional or Roth individual retirement
account or an annuity clescribed in Code §408(b) ("IRA") that is established on behalf of the designated non-Spouse
Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of Code §402(c)(11), and (ii) the
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determination of any required minimum distribution required under Code §401(a)(9) that is ineligible for rollover shall be
made in accordance with IRS Notice 2007-7, Q&A 17 and 18.
(3) Distributee. A"distributee" includes an Employee or Former Employee. In addition; the Employee's or Former
Employee's surviving Spouse and the Employee's or Former Employee's Spouse or former Spouse who is the Alternate Payee,
are "distributees" with regard to the interest of the Spouse or fottner Spouse.
(4) Direct rollover. A"d'uect rollover" is a payment by the Plan to the "eligible retirement plan" specified by the
"distributee."
(c) Participant notice. A Participant entitled to an "eligible rollover distribution" inust receive a written explanation of the right to
a"d'uect rollover," the tax consequences of not making a"direct rollover," and, if applicable, any available special income tax
elections. The norice must be provided no less than thirty (30) days and no more than one-hundred eighty (180) (ninety (90) for
Plan Years beginning before January 1, 2007) days before the Annuity Starting Date. The "d'uect rollover" notice must be provided
to all Participants, unless the total amount the Participant will receive as a distribution during the calendar year is expected to be
less than $200.
(d) Non-Spouse Beneficiary rollover right. For distributions after December 31, 2009, and unless otherwise elected in the.
Adoption Agreement,.for distributions after December 31, 2006, a non-Spouse Beneficiary who is a"designated Beneficiary" under
Code §401(a)(9)(E) and the Regulations thereunder, by a d'uect trustee-to-trustee �ansfer ("d'uect rollover"), may roll over all or
any portion an"eligible rollover distribution" to an IRA the Beneficiary establishes for purposes of receiving the distribution.
(1) Certain requirements not applicable. Any distriburion made prior to January 1, 2010 is not subject to the "direct
rollover" requirements of Code §401(a),(31) (including Code §401(a)(31)(B), the notice requirements of Code §402(� or the
mandatory withholding requirements of Code §3405(c)).
(2) Trust Beneficiary. If the Participant's nazned Beneficiary is a trust, the Plan may make a direct rollover to an IRA on
behalf of the trust, provided the hust satisfies the requirements to be a"designated Beneficiary."
6.15 RESTRICTIONS ON DISTRIBUTION OF ASSETS TRANSFERRED FROM A MONEY PURCAASE PLAN
Norivithstanding any provision of tliis Plan to the contrary, to the extent that any optional form of benefit under this Plan permits a
distribution prior fo the Employee's retirement, death, Total and Permanent Disability, or severance from employment, and prior to Plan
termination, the optional form of benefit is not available with respect to benefits attribufable to assets (including the post-transfer earnings
thereon) and liabilities that aze transferred, within 4he meaning of Code §414(1), to this Plan from a money purchase pension plan qualified
under Code §401(a) (other than any portion of those assets and liabilities attributable to after-tax voluntary Employee contributions or to a
d'uect or ind'uect rollover coniribution). Notwithstanding anything in the Plan to the contrary, effective with respect to Plan Years
beginning after June 30, 2008, a Participant may not obtain an in-service distribution with respect to such transferred amounts prior to the
eazlier of the ParticipanYs Normal Retirement Age or attainment of age 62.
6.16 CORRECTIVE DISTRIBUTIONS
Nothing in this Article shall preclude the Administrator from making a distribution to a Participant, to the extent such distribution is
made to conect a gualificarion defect in accordance with the corrective procedures und'er the IRS' Employee Plans Compliance Resolution
System or any other voluntary compliance programs established by the IRS.
6.17 HEART ACT
(a) Death benefits. In the case of a death occurring on or after January 1, 2007, if a.Participant dies while performing qualified
military service (as defined in Code §414(u)), the Participant's Beneficiary is entitied to any additional benefits (other than benefit
accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed employment
and then terminated employment on account of death. Moreover, the Plan will credit the Participant's qualified military service as
service for vesting purposes, as though the Participant had resumed employment under Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended ([TSERRA) immediately prior to the Participant's death.
(b) Military Differential Pay. For years beginning after December 31, 2008: (1) an individual receiving Military Differential Pay
is treated as an Employee of the Employer makirig the payment; (2) the Military Differential Pay is treated as 415 Compensation
(and Compensation unless otherwise elected in the Adoption Agreement); and (3) the Plan is not treated as failing to meet the
requirements of any provision described in Code §414(u)(1)(C) (or corresponding Plan provisions) by reason of any contribution or
benefit which is based on the Military Diff'erential Pay. The Administrator operationally may determine, for purposes of the
provisions described in Code §414(u)(1)(C), whether to take into account any matching contributions, attributable to Military
Differential Pay.
(c) Deemed Severance. Notwithstanding Subsection (b)(1) above, if elected in the Adoption Agreement, a Participant performs
service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30 days, fhe
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Participant will be deemed to have a sevecance from employment solely for purposes_ of eligibility for distribution of amounts not
attributable to Employer contributions to a money purchase pension plan. However, the Plan will not distribute such a Participant's
Account on account of this deemed severance unless the Participant specifically elects to receive a benefit distribution hereunder.
6.18 SERVICE CREDIT
The Administrator, upon Participant request; may direct the transfer of all or a portion of the Participant's Account to a
governmental defined benefit plan (as defined in Code §414(d)) in which he or she participates for the purchase of permissive service credit
(as defined in Code §415(n)(3)(A)).
ARTICLE VII
TRUSTEE AND CUSTODIAN
7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE
(a) Application of Article. The provisions of this Article, other than Section 7.6, shall not apply to this Plan if a sepazate trust
agreement is being used. Furthermore, the provisions of this Article, other than Sections 7.5 and 7.6, shall not apply if the Plan is
fully insured. If the Employer has appointed two or more Trustees to hold Plan assets, then each Trustee shall be the Trustee only
with respect to those Elan assets specifically deposited by the Employer in the Trust Fund for which such Trustee is.the trustee.
References in the Plan to the responsibilities, power or duties of the Trustee and any other provisions in the Plan relating to the
Trustee shall be interpreted as applying to each Trustee only with respect to the assets of the Trust Fund for which such Trustee is
the Trustee. Each Trustee shall have no responsibility for, or liability with respect to, any of the Plan assets other than the assets for
which it serves as Trustee. �
(b) No Duty to collect contributions. The Trustee is accountable to the Employer for the funds contributed to the Plan by the
Employer, but the Trustee does not have any duty to see that the contributions received comply or aze deposited in accordance with
the provisions of the Plan.
(c) Reliance on AdminisErator's directions. Tlie Trustee will credit and distiibute the Trust Fund as directed by the
Administrator. The Trustee is not obligated to inquire as to whether any payee or distributee is entitled to any payment or whether
the distribution is proper or within the terms of the Plan, or whether the manner of making any payment or distribution is proper.
The Trustee is accountable only to the AdministraYor for any payment or distribution made by it in good faith on the order or
d'uection of the Administrator. .
(d) Directions by others. In the event that the Trustee shall be directed by a Participant (pursuant to the Participant Direction
Proceduces if the Plan pernuts Participant d'uected investments), the Employer, or an Investment Manager or other agent appointed
by the Employer with respect to the investment of any or all Plan assets, the Trustee shall have no liability with iespect to the
investment of such assets, but shall be responsible only to execute such inveshnent insiructions as so d'uected.
(1) The Trustee shall be endtled to rely fully on the written (or other form acceptable to the Administrator and the Trustee,
including but not limited to, voice recorded) insh�uctions of a Participant (pursuant to the Participant D'uecrion Pmcedures), the
Employer, or any fiduciary or nonfiduciary agent of the Employer, in the discharge of such duries, and shall not be liable for
any loss or other liability resulting from such direction (or lack of d'uection) of the invesfinent of any part of the Plan assets.
(2) The Trustee may delegate the duty of executing such instructions to any nonfiduciary agent, which may be an�liate of
the Trustee or any Plan representarive.
(3) The Trustee may refuse to comply with any d'uection from the Participant in the event the Trustee, in its sole and absolute
discretion, deems such; direction improper by virtue of applicable law. The Trustee shall not be responsible or liable for any
loss or expense that may result from the Trustee's refusal or failure to comply with any d'uection from the Participant.
(4) Any costs and expenses related to compliance with the Participant's d'uections shall be bome by the ParticipanYs D'uected
Account, unless paid by the Employer.
(5) Notwithstanding anything herein above to the contrary, the Trustee shall not invest any portion of a Participant's Directed
Acwunt in "collectibles" within the meanin f
g o Code §408(m).
(e) Records. The Trustee will maintain records of receipts and disbursements and fumish to the Employer and/or Adminish�ator
for each Pian Year a written annual report pursuant to Section 7.9.
(� Employment of bank or trust company. The Trustee may employ a bank ortrust company pursuant to the terms of its usual
and customary bank agency agreement, under which the duties of such bank or trust company shall be of a custodial, clerical and
, record-keeping nature.
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(g) Payriien.t of expenses. The Trustee may employ and pay from the Trust Fund reasonable compensation to agents, attorneys,
accountants and other persons to advise the Trustee as in its opinion may be necessary. The Trustee may delegate to any agent,
attorney, accountant or other person selected by it any non-Trustee power or duty vested in it by the Plan, and the Trustee may act
or refrain from acting on the advice or opinion of any such person.
7.2 INVESTMENT POWERS AND DUTIES OF DISCRETIONARY TRUSTEE
(a) Discretionary authority. T'his Section applies if tke Employer, in the AdoptionAgreement or as otherwise agreed upon by the
Employer and the Trustee, designates the Trustee to administer all or a portion of the tnist as a Disoretionary Trustee. If so
designated, then the Trustee has the discretion and authority to invest, manage,. and control those Plan assets exeept, however, with
respect to those'assets which are subject to the investment d'uection of a Participant (if Participant directed investments aze
permitted), ot an Investment Managei, the Administrator, or other agent appointed by the Employer. The exercise of any investment
discretion.hereunder shall be consistent with the "funding policy and method" determined by the Employer. -
(b) .Duties. The Trustee shall, except as otherwise provided in this.Plan, invest and reinvest the Trust Fund to keep the Trust Fund
invested without distiricrion between prinoipal and income and in such securities or properry, real or personal, wherever situated, as
the Trustee shall deem advisable, including, but not limited to, common or prefened stocks, open-end or closed-end mutual funds,
bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in
making investments of the Trust Fund consider, among other factors, the short and long-term fmancial needs of the Plan on the
basis of information fiirnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other
pmperty of the character expressly authorized by the applicable law for trust inveshnents; however, the Trustee shall give due .
regard to any limitarions iinposed by tfie Code so that at all times this Plan may qualify as a qualified Plan and Trust. The Trustee
shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiaries and with-the care, skill,
� prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiaz with '
such matters would use in the conduct of an enterprise of a like chazacter and wi4h like aims.
(c) Powe's. 'The Trustee, in addition to all powers and authoriries iinder common law; statutory authority and other provisions of
this Plan, shall have the following powers and authorities to be exercised in the Trustee's. sole discretion:
(1) To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction with the purchase of
securities; mazgin accounts may be opened and maintained;
(2) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose ofany secuzities or other property
held.by the Trustee, by private aontract or at public auction. No person dealing with the Trustee shall be bound.to see to the
application of the.purchase money or to inquire into the validity, e�cpediency, or propriety of any such sale or other disposidon,
with or without advertisement;
' (3) To vote upon`any stocks, bonds, or other securities; to give general or.special proxies or powers of attomey with or
without power of substitution; to exercise any conversion privileges, subscription riglits or ottier options, and to make any
payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate reorganizations or other changes
affecting corporate securities and to delegate discretionary powers, and to pay any assessments or charges in connection
therewith; and generally to exercise any of the powers of an owner with respect to stocks, bonds, securities, or other property;
(4) To cause any securities or other property to be registered in the Trustee's, own name, or in the name of a nominee or in a
street name provided such securities or other properiy are held on behalf of the Plan by (i) a bank or hvst company, (ii) a
broker or dealer registeted under the Securities Exchange Act of 1934, or a nominee of such broker or dealer, or (iii) a clearing
agency as defined in Section 3(a)(23) of the Securities Exchange Act of 1934;
(5) To invest in a common, collective, or pooled trust fund (the provisions of which are incorporated herein by reference)
maintained by any Trustee (or any affiliate of such Trustee) hereunder pursuant to Revenue Ruling 81-100 (as modified by
Rev. Rul. 2011-1 or any subsequent guidance), all or such part of the Trust Fund as the Trustee may deem advisable, and the
part of the Trust Fund "so transferred shall be subject to all the terms and provisions of the common, collective, or pooled trvst
fund which contemplate the commingling for investment purposes of such trust assets with trust assets of other irusts. The
name, of the trust fund may be specified in Appendix A to the Adoption Agreement (Special Effective Dates and Other
Pernutted Elecfions). The Trustee may withdraw from such common, collective, or pooled trust fund all or such part of the
Trust Fund as the Trustee may deem advisable;
(� To borrow or raise money for the purposes of the Plan in such amount, and upon such terms and condifions, as the Tnistee
shall deem advisable; and for any sum so borrowed; to issue a promissory note as Trustee, and to secure the repayment thereof
by pledging all, or any part, of the Trust Fund; and no person lending money to the Tr�stee shall be bound to see to the
application of the money lent or to inquire into the va(idity, expediency, or propriety of any bonowing;
(7) To accept and retain for such time as it may deem advisable any securities or other properiy received or acquired by it as
Trustee hereunder, whether or not such securities or other property would normally be purchased as investments hereunder;
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(8) To make, exeoute, acl�owledge, and deliver any and all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the powers herein granted;
(9) To settle, compromise, or submit to arbitration (provided such arbitration does not apply to qualification issues nor to
Participants or Beneficiaries) any claims; debts, or dauiages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings;
(10) To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agents or
counsel may or may. not be an agent oi counsel for the Employer;
(11) To apply for and procure from the Insurer as an investment of the Trusf Fund any annuity or other Contracts (on the life
of any Participant, or in the case of a 401(a) Plan, on the life of any person in whom a Participant has an insurable interest, or
on the joint lives of a Participant and any person in whom the Partioipant has: an insurable interest) as the Administrator shall
deem proper; fo exercise, at any time or from time to time, whatever riglits and privileges may be granted under such annuity,
or other Gontracts; to collect, receive, and settle for the proceeds of all such annuity, or other �Contracts as and when enfifled to
do so under the proyisions thereof;
(12) To invest fiinds�of the Ti�ust in time deposits or savings accounts beai�ing a reasonable rate of interest or in cash or cash
balances without.liability for interest thereon, including the specific authority to invest in any type of deposit of the Trustee (or
of a financial institution related to the Trustee);
(13) To invest in Treasury Bills and othei forms of United States government obligarions;
(14) To sell, purchase and. acquire put or, oall oprions if the oprions aze traded on and purchased through a national securiries
exchange registered under the Securities Exchange Act of Y934, as amended, 'or, if the. options'are not traded on a national
securities exchange, are guaranteed by a member firm of the New York Stock Exchange regardless of whether such options aze
covered;
(15) To deposit monies in federally insured savings accounts or certificates of deposit in banks or sayings anii loan
associations including the specific authority to make deposit into any savings accounts or certificates of deposit of the Trustee
(or a financial institution related to the Trustee);
(16) To pool all or any ofthe Trust Fund, from time to time, with.assets belonging to any other qualified employee pension
benefit frust created by the Employer or any Affiliated Employer, and to commingle such assets and make joint or common
investments and cazry joint accounts on behalf of this Plan and Trust and such other trust.or trusts, allocating undivided shares
or iriterests in sdch indestments or accounts or any pooled assets of the two or more ttusts in accordance with.theu respective
interestis; and" `
(17) To do all such acts and exercise all s.uch rights aud privileges, although not. specifically mentioned herein, as the Trustee
may deem necessary to cazry out the purposes of the Plan.
(d) Appointment of Investment Manager or others: The Trustee may appoint, at its option, an Investment Manager, investment
adviser, or other agent to provide d'uection to tlie Trustee with respect to the investment of any or all of the Plan assets. Such
appointment shall be in writing and shall specifically identify the Plan assets with respect to which the Investment Manager or other
agent shall have the authority to direct the investment
7:3 INVESTMENT POWERS AND DUTIES OF NONDISCRETIONARY TRUSTEE
(a) No discretionary powers. This Section applies if the Employer, in the Adoption Agreement or as otherwise agreed upon by
the Employer and the Trustee, designafes the Trustee to administer all or a portion of the trust as a nondiscretionary Trustee. If so
designated, then the Trustee shall have no:discretionary authority to invest, manage, or control those Plan assets, but must act solely
as a Directed Trdstee of those Plan assets.. A nondiscretionary Trustee, as D'uected. Trustee of the Plan funds it:holds, is authorized
and empowered, by way of limitation, with tha.powers, rights and duties set forth herein, each of which the nondiscretionary
Trustee exercises solely as D'uected Trustee in accordance with the direction of the party which has the authority to manage and
wntrol the investment of the Plan assets. If no d'uections are provided to the Trustee, the Employer will provide necessary d'uecrion.
Furthermore, the Employer and the nondiscretionary Trustee may, in writing, limit the powers of the nondiscretionary Trustee to
any combination of powers listed within this Section The party which has the authority to manage and control the investment of the
Plan assets shall discharge its duties with respect to the Plan solely in the interest of the Participants and Beneficiazies and with the
care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like oapacity and
familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.
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(b) Powers. The Trustee, in addition to all powers and authorities under common law, statutory authority and other provisions of
this Plan, shall have the following powers and authorities:
(1) To invest the assets, without distinction between principal and income, in securities or property, real or personal,
wherever situated, including, but not limited to, wmmon or preferred stocks, open-end or closed-end mutual funds, bonds and
other evidences of indebtedness or ownership, and real estate or any interest therein. In making such investments, the Trustee
shalT not be restricted to securities or other property of the character expressly authorized by the applicable law for trust
inveshnents; however, the Trustee shall give due regazd to any limitarions imposed by the Code so that at all times this Plan
may qualify as a qualifed Plan and Trust;
(2) To purchase, or subscribe for, any securities or other properry and to retain the same. In conjunction with the purchase of
securities, mazgin accounts may be opened and maintained;
(3) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securiries or other property
held by the Tnistee, by.private contract or at public aucrion. No person dealing with the Trustee shall be bound to see to the
application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition,
with or without advertisement;
(4) At-the d'uection of the party which has the authority or discretion, to vote upon any stocks, bonds, or other securities; to
give general or special proacies or powers of attomey with or without power of substitution; to exercise any conversion
privileges, subscription rights or other opflons, and to make any payments incidental thereto; to oppose, or to consent to, or
otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and to delegate powers, and
pay any assessments or chazges in connection therewith; and generally to exercise any of the powers of an owner with respect
to stocks, bonds; securities; or other property; . '
(5) To cause any securities or other property to be registered.in the Trustee's own name, or in the name of a nominee or in a
street name provided such securiries or other property aze held on behalf of the Plan by (i) a bank or trust company, (ii) a
broker or dealer registered under the Securities Exchange Act of 1934, or a nominee of such broker or dealer, or.(iii) a clearing
agency as defined in Section 3(a)(23) of the Securities Excfiange Act of 1934;
(6) To invest in a common, collective, or pooled trust fund (tlie provisions of wliich are incorporated herein 6y reference)
maintained by any Trustee (or any affiliate of such Trustee) hereunder pursuant to Revenue Ruling 81-100 (as modified by
Rev. Rul. 2011-1 or any subsequent guidance), all or such part of the Trust Fund as the party which has the authority to
manage and control the inves�ent of the assets shall deem advisable, and the part of the Trust Fund so transferred shall be
subject to all the terms and provisions of the common, collective, or pooled trust fund which contemplate the commingling for
investment purposes of such trust assets with trust assets of other trusts. The name of the trust fund may be specified in
Appendix A to the Adoption Agreement (Special Effective Dates and Other Pernvtted Elections);
(7) To borrow or raise money for the purposes of the Plan in such amount, and upon such terms and conditions, as the Trustee
shall deem advisable; and for any sum so borrowed, to issue a promissory note as Trustee, and to secure 3he repayment thereof
by pledging all, or ariy-part, of the Tcust Fund; and no person lending money to the Trustee shall be bound to see to the
application of the money lent or to inquire into the validity, expediency, or propriety of any borrowing;
(8) To make, execute, aclmowledge, and deliver any and all documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the powers herein granted;
(9) To settle, compromise, or submit to azbi�ation (provided such azbih�ation does not apply to qualification issues nor to
Participants or Beneficiaries) any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or
legal or administrative proceedings, and to represent the Plan in all suits and legal and administrative proceedings;
(10) To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agent or counsel
may or may not be an agent or counsel for the Employer; •
(11) To. apply, for and procure from the Insurer as an investment of the Trust Fund any annuity or other Contracts (on the life
of any Participant, or in the case of a 401(a) Plan, on the life of any person in whom a Participant has an insurable interest, or
on the joint lives of a Rarticipant and any person in whom the Participant has an insurable interest) as the Adminisirator shall
deem proper; to exercise, at the direction of the person with the authority to do so, whatever rights and privileges may be
granted under such annuiiy or other Contracts; to collect, receive, and settle for the proceeds of all such annuity or other
Contracts as and when entitled fo do so under the provisions thereof;
(12) To invest funds of the Tiust in time deposits or savings accounts bearing a reasonable rate of interest or in cash or cash
balances without liability for interest thereon, including the specific authority to invest in any type of deposit of the Trustee (or
of a financial institution related to the Trustee);
(13) To invest in Treasury Bills and other forms of United States government obligations;
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(14) To sell, purchase and acquire put or call options if the options are traded on and purchased through a national securiries
exchange registered under the Securities Exchange Act of 1934, as amended, or, if the options aze not traded on a national
securities exchange, aze guaranteed by a member firm of the New York Stock Exchange regardless of whether such options aze
covered;
(15) To, deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan
associations including the specific authority to make deposit into any savings accounts or certificates of deposit of the Trustee
(or a financial institution relatecl to the T=ustee); and
(16) To pool all or any of the Trust Fund, from time to time, with assets belonging to any other qualified employee pension
benefit trust created by the Employer or any Affiliated Employer, and to commingle such assets and make joint or common
investmenfs and carry joint accounts on behalf of this Plan and such other trust or trusts, allocating undivided shazes or
interests in such investments or accounts or any pooled assets of the rivo or more trvsts in accordance with their respective
interests..
(c) The Trustee shall have no responsibility to. enforce the collection.from the Employer of any contribution to the Plan or
deternune the conectness of the ainount or timing any wntribution. The Employer is responsible for transmitting contributions to
the Trustee at such times and in such manner as is mutually agreed upon by the Employer and the Trustee and as required by the
Plan and applicable law:
7.4 POWERS AND DUTIES OF CUSTODIAN
� The Employer may appoint a Custodian of the Plan assets. A Custodian has the same powers, rights and duties as a
nondiscrerionary Trustee. Any reference in the Plan to a Trustee also is a reference to a Custodian unless the conteact of the Plan indicates
otherwise. A limitation of the Trustee's liability by Plan provision also acts as a limitation of the Custodian's liability. The Custodian will
be protected from any liability with iespect to actions taken pursuant to the direcrion of the Trustee, Administrator, the Employer, an
Inveshnent Manager, a fiduciary or other third pariy with authority fo provide d'uection to the Custodian. The resignation or removal of the
Custodian shall be made in accordance with Section 7.1.1 as though the Custodian were a Trustee.
7.5 LIFE INSURANCE
(a) Permitted insurance. The Tnistee (or Insurer), in accordance with operational procedures of the Adminis�ator, shall ratably
apply foi, own, and pay all premiums on Contracts on the lives of the Participants or, in the case of a 401(a) Plan, on the life of a
member of the Participant's family or on the joint lives of a Participant and a member of the Participant's family. Furthermore, if a
Contract.is purchased on the joint lives of the Participant and another person and such other person predeceases the Participant, then
the ContracYmay not be maintained under this Plan. Any initial or additional Contract purchased on behalf of a Participant shall
have a face amount of not less than $1,000, an amount set forth in the Administrator's procedures, or the limitation of the Insurer,
wluchever is greater. If a life insurance Contract is to be purcfiased for a Participant, then the aggregate premium for ordinary life
insurance for each Participant must be less than 50% of the aggregate contributions and Forfeitures allocated to the ParticipanYs
Combined Account. For purposes of this limitarion, ordinary life insurance Contracts are Contracts with both non-decreasing death
benefits and non-increasing premiums. If term insurance or universal life insurance is purchased, then the aggregate premium must
be 25% or less of.the aggregate contributions and Forfeitures allocated to the Participant's Combined Account. If both term
insurance and ordinary life insurance are purchase_d, then the premium for term insurance plus one-half of the premium for ordinary
life insurance may not in the aggregate exceed 25% of the aggregate Employer contributions and Forfeitures allocated to the
Participant's Combined Account Norivithstanding the preceding, the limitations imposed herein with respect to the purchase of life �
insurance shall not apply, in the case of a 401(a) Plan, to the portion of the Participant's Account that has accumulated for at least
two (2) Plan Yeazs or to the entire Participant's Account if the Participant has been a Participant in the Plan for at least five (5)
years. In addition, amounts transferred�to this Plan in accordance with Section 4.6(fl(1)(ii) or (iii) and a Participant's Voluntary
Contriburion Account may be used to purchase Contracts without limitation. Thus, amounts that aze not subject to the limitafions
contained herein may be used to purchase life insurance on any person in whom a Participant has.an insurable interest or on the
joint lives of a Participant and any person in whom the Participant has an insurable interest, and without regazd to the amount of
premiums paid to purchase any life insurance hereunder.
(b) Contract conversion at retirement. The Trustee (or Insurer) must distribute any Contracts to the Participant or convert the
entire value of the Contracts at or before retirement into cash or provide for a periodic income so that no portion of such value may
be used to continue life insurance protection beyond the date on which benefts commence.
(c) Limitations on purchase. No life insurance Contracts shall be required to be obtained on an individual's life i� for any reason
(other than the nonpayment of premiums) the Insurer will not issue a Contract on such individual's life.
(d) Proceeds payable to plan. The Trustee (or Insurer) will be the owner of any life insurance Contract purchased under the terms
of this Plan. The Contract must provide that the proceeds will be payable to the Trustee (or Insurer); however, the Trustee (or
Insurer) shall be required to pay over all proceeds of the Conh�act to the Participant's "designated Beneficiary" in accordance with
the distribution provisions of Article VI. A Participant's Spouse will be the "designated Beneficiary" pursuant to Secrion 6.2, unless
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a qualified election has been made in accordance with Sections 6.5 and 6.6 of the Plan, if applicable. Under no cucumstances shall
the Trust retain any part of the proceeds that are in excess of the cash surrender value immediately prior to death. However, the
Trustee (or Insurer) shall not pay the proceeds in a method that would violate the requirements of the Retirement Equity Act of
1984, as stated in.Article VI ofthe Plan, or Code §401(a)(9) and the Regulations thereunder. In the event of any conflict behveen
the terms of this Plan and the terms of any insurance Contract purchased hereunder, the Plan provisions shall control.
(e) No responsibility for act of Insurer. Tlie Employer, the Administrator and the Trustee shall not be responsible for the validity
of the provisions under a Contract issued hereunder or for the failure or refusal by the Insurer to provide benefits under such
Contract: The Employer, Administrator and tlie Trustee are also not responsible for any action or failure to act by the Insurer or any
other person which results in the delay of a payment under the Contract or which renders the Contract invalid or unenforceable in
whole or in part.
7.6 LOANS TO PARTICIPANTS
(a) Permitted Loans. The Trustee (or the Administrator if the Trustee is a nondiscret'ionary Trustee or if loans aze treated as
Participant directed investments) may, in the Trustee's (or, if applicable, the Administrator's) sole discretion, make loans to
Participants. If loans aze permitted, then the following sha(1 apply: (1) loans shall be made available to all Participants on a
reasonably equivalent basis; (2) loans shall beaz a reasonable rate of interest; (3) loans shall be adequately secured; and (4) loans
shall provide for periodic repayment over a reasonable period of time. Furthermore, no.Participant loan shall exceed�the
Participant's Vested interest in the Plan. For purposes of this Section, the term Participant shall include any Eligible Employee who
is not yet a Rarticipant, if pursuant to the Adoption Agreement, "rollovers" are permitted to be accepted from Eligible Employees.
(b) Prohibited assignment or pledge: An assignment or pledge of any portion of a Participant's interest in the Plan and a loan,
pledge, or assignment with respect to any insurance Contract purchased under the Plan, shall be treated as a loan under tlus Section.
(c) Loan program. The Administrator.shall be authorized to establish a Participant loan program to provide for loans under the
Plan: In order for the Administrator to implement such loan program, a separate wiitten document forming a part of this Plan must
be adopted, which document shall specifically include, but need not be. limited to, the following:
(1) the identity of the person or positions authorized to administer the Participant loan progcam;
(2) a procedure for applying for loans;
(3) the basis on which loans will be approved or denied;
(4) limitations, if any, on the types and amounts of loans offered;
(5) the pmcedure under the program for determin;ng a reasonable rate of interest;
(6) the types of collatera( which may secure a Participant loan; and
(7) the events constituting default and the steps that will be taken to preserve Plan assets in the event such default.
(d) Loan default Notwithstanding anything in this Plan to the contrary, if a Participant or Beneficiary defaults on a loan made
pursuant to this Section that is secured by the Participant's interest in the Plan, then a Participant's interest may be offset by the
amount subject to the security to the extent there is a distributable event permitted by the Code or Regulations.
(e) Loans subject to Plan terms. Notwithstanding anything in this Section to the contrary, if this is an amendment and
restatement of an existing Plan, any loans made prior to the date this amendment and restatement is adopted shall be subject to the
terms of the Plan in eff'ect at the time such loan was made.
7.7 ALLOCATION AND DELEGATION OF RESPONSIBILTTIES
If there is more, than one Trustee, then the responsibilities of each Trustee may be specified by the Employer and accep#ed in
writing by each Trustee. If no such delegation is made by the Employer, then the Tiustees may allocate the responsibilities among
themselves, in which event the Trustees shall notify the Employer and the Administrator in writing of such action and specify the
responsibiliries of each Trustee. Except where there has been an allocation and delegarion of powers, if there shall be more than one
Trustee, they shall act by a majority of their number, but may authorize one or more of them to sign papers on their behalf.
7.8 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
The Trustee shall be paid such reasonable compensation as set forth in the Trustee's fee schedule (if the Trustee has such a
schedule) or as agreed upon in writing by the Employer and the Trustee. However, an individual serving as Trustee who already receives
full-time compensation from the Employer shall not receive compensation &om this Plan. In addition, the Trustee shall be reimbursed for
any reasonable expenses, including reasonable counsel fees incurred by it as Trustee. Such compensation and expenses shall be paid &om
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the Trust Fund unless paid or advanced by the Employer. All taxes of any kind whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid from the Trust Fund.
7.9 ANNUAL REPORT OF THE TRUSTEE
(a) Annual,report. Within a reasonable period of time after the later of the Anniversary Date or receipt of the Employer's
contribution for each Plan Year, the Tnistee, or its agent, shall furnish to the Employer and Administrator a written statement of .
account with respect to the Plan Yeaz for which such contribution was made setting forth:
(1) the net income, or loss, of the Trust Fund;
(2) the gains, or losses, realized by the Trust Fund upon sales or other disposition of the assets;
(3) _ the increase, or decrease, in the value of the Trust Fund;
(4) all payments and distributions made from the Trust Fund; and
(5) such further information as the Trustee and/or Aduunistrator deems appropriate.
(b) Employer approval of report The Employer, promptly upon its receipt of each such statement of account, shall acl�owledge
receipt thereof in writing and advise the Trustee and/or Administrator of its approval or disapproval thereof. Failure by the
Employer to disapprove any such stateuient of account within thirty (30) days after its receipt thereof shall be deemed an approval
thereof. The approval by the Employer of any statement of account shall be binding on the Employer and the Trustee as to all
matters contained in the statement to the same extent as if the account of the Tivstee had been settled by judgment or decree in an
action for a judicial settlement of its account in a wurt of competent jurisdiction in which the Trustee, the Employer and all persons
having or claiming an interest in the Rlan were parties. However, nothing contained in this Section shall deprive the Trustee of its
right to have its accounts judicially settled if the Trustee so desires.
7.10 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
(a) Trusfee resignation. Unless othenvise agreed to by both the Trustee and the Employer, a Trustee may resign'at any time by
delivering to the Employer, at least thirty (30) days before its effective date, a written notice of cesignation.
(b) Trustee removal. Unless othenvise agreed to by both the Trustee and the Employer, the Employer may remove a Trustee at
any time by delivering to the Trustee, at least thirty (30) days before its effective date, a written notice of such Trustee's removal:
(c) Appoiritmeat of successor. Upon the death, resignation, incapacity, or removal of any Trustee, a successor may be appointed
by the Employer; and such successor, upon accepting such appoiniment in writing and delivering same to the Employer, shall,
without further act, become vested with all the powers and responsibilities of the predecessor as if such successor had been
originally named as a Trustee herein. Until such a successor is appointed, any remaining Trustee or Trustees shall have full
authority to act under the terms of the Plan.
(d) Appointment of successor prior to removal of predecessor. The Employer may designate one or more successors prior to
the death, resignation, incapacity, or removal of a Trustee. In the event a successor is so desigaated by the Employer and accepts
such designation, the successor shall, without further act, become vested with a(1 the powers and responsibilities of the predecessor
as if such successor had been originally named as Trustee herein immediately upon the death, resignarion, incapacity, or removal of
the predecessor.
(e) Trustee's statement upon cessation of being Trustee. Whenever any Trustee hereunder ceases to serve as such, the Trustee
shall furnish to the Employer and Administrator a written statement of account with respect to the portion of the Plan Year during
which the individual or entity served as Trustee. This statement shall be either (i) included as part of the annual statement of
account for the Plan I'eaz required under Section 7.9 or (ri) set forth in a special statement. Any such special statement of account
should be rendered to the Employer no later than the due date of the annual statement of account for the Plan Year. The procedures
set forth in Section 7.9 for the approval by the Employer of aanual statements of account shall apply to any special statement of
account rendered hereunder and appmval by the Employer of any such special statement in the manner provided in Section 7.9 shall
have the same effect upon the statement as the Employer's approval of an annual statement of account. No successor to the Trustee
shall have any duty or responsibility to investigate the acts or transactions of any predecessor who has rendered all stateinents of
account required by Section 7.9 and this subparagraph.
7.11 TRANSFER OF INTEREST
Notwithstanding any other provision contained in this Plan, the Trustee at the d'uection ofthe Administrator shall transfer the
interest, if any, of a Participant to another trust forming part of a pension, profit sharing, or stock bonus plan that meets the requirements of
Code §401(a), provided that the trust to which such transfers are made pernuts the transfer to be made and further provided that the terms
of the transferee plan properly allocates the funds in each account to a transferee account that preserves all the required features and
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restrictions applicable to such a6count under this Plan. Howeyer, the transfer of amounts from this Plan.to a nonqualified foreign trust is
treated as a distribution and the transfer of assets and liabiliries from this Plan to a plan that satisfies Section 1165 of the Puerto Rico Code
is also treated as distribution from the transferor plan.
7.12 TRUSTEE INDEMNIFICATION
To the extent permitted by the Code, the Employer agrees to indemnify and hold harmless the Trustee against any and all claims,
losses; damages, expenses and liabilities the Trustee may incur in the exercise and performance of the Trustee's powers and duties
hereunder, unless the same aze determined to be due to gross negligence or willful misconduct.
ARTICLE VIII
AMENDMENT, TERNIINATION AND MERGERS
8.1 AMENDMENT
(a) Geueral rule on Employer amendment. The Employer shall have the right at any time to amend this Plan subject to the
limitations of this Section. However, any amendment that affects the rights, duties or responsibilities of the Trustee (or Insuier) or
Administrator may only be made with the Trustee's (or Insurer's) or Administrator's written consent. Any such amendment shall
become effective as provided therein upon its execution. The Trustee (or Insurer) shall not be required to execute any such
amendment unless the amendment affects the duties of the Trustee (or Insurer) hereunder: ,
(b) Permissible amendments. The Employer may (1) change the choice of options in tlie Adoption Agreement, (2) add any
appendix to the Adoption Agreement that is specifically permitted pursuant to the terms of the Plan (e.g., Appendix A to the
Adoption Agreement(Special_Effective Dates and Other Permitted Elections)); (3) amend administrative tivst or custodial
provisions, (4) add certain sample or model amendments published by the Internal Revenue Service or other required good-faith
amendments which spec�cally provide that tlieir adoption will not cause the Plan fo be treated as an individually designed plan,
and (5) add or change provisions permitted under the Plan and/or specify or change the effective date of a provision as permitted
under the Plan.
(c) Volume submitter practitioner amendments. The Employer (and every Participating Employer) expressly delegates
authority to the volume submitter practitioner, the right to amend the Plan by submitting a copy of the amendment to each Employer
(and Participating Employer) who has adopted this plan, after fust having received a ruling oi favorable determination from the
Internal Revenue Service that the.volume submitter Plan as amended qualifies under Code §401(a) (unless a ruling or detemvnation
is not required by the IRS). �
(d) Impermissible amendments. No amendment to the Plan shall be ef�'ective if it authorizes or permits any part of the Trust
Fund (other than such part as is requ'ued to pay taxes and administration expenses) to be used for or diverted to any purpose other
� than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to
the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer.
8.2 TERMINATION
(a) Termination of Plan. The Bmployer shall have the right at any time to terminate the Plan by delivering to the Tnistee (or
Insurer) and Administrator written notice of such termination. Upon any full or partial termination or upon the complete
discontinuance of the Employer's Contriburions to the Plan (in the case of aProfit Shazing Plan), all amounts credited to the affected
Participants' Combined Accounts shall become 100% Vested and shall not thereafter be subject to Forfeiture.
(b) Distribution of assets: Upon the full ternunation of the Plan, the Employer shall d'uect the distribution of the assets to
Participants in a manner that is consistent with and satisfies the provisions of Secrion 6.5. Distriburions to a Participant shall be
made in cash (or in property if permitted in the Adoption Agreement) or through the purchase of irrevocable nontransferable
deferred commitments from the Insurer.
8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan only if the
benefits which would be received by a Participant of this Plan, in tlie event of a terminarion of the plan immediately after such transfer,
merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated immediately before
the transfer, merger or consolidation.
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ARTICLE IX '
MISCELLANEOUS .
9.1 EMPLOYER ADOPTIONS
(a) Method of adoption. Any organizarion may become the Employer hereunder by executing the Adoprion Agreement in a form
satisfactory to the Trustee (or Insurer), and it shall provide such additional information as the Trustee (or Insurer) may require. The
consent of the Trustee (or Insurer) to act as such shall be signified by its execution of the Adoption Agreement or a separate
agreement.(including, if elebted in the Adoption Agreement, a sepazate trust agreement).
(b) Separate affiliation. Except as otherwise provided in this Plan, the �liation of tlie Employer and the participation of its
Participants shall be separate and apart from that of any other employec and its participants hereunder.
9.2 PARTICIPANT'S RIGHTS
This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an
inducement for the employment of any Participant or Employee. Nothing contained.in this Plan shall be deemed to give any Participant ot
Employee the right to be retained in the service of the Employer or to in'terfere with the right of the Employer to dischazge any Participant
or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan.
9.3 ALIENATIUN
(a) General rule. Subject to the exceptions provided below and as otherwise permitted by the Code, no benefit which shall be
payable to any person (including a Participant or the Participant's Beneficiary) sha11 be subject in any manner to anticipation,
alienarion, sale, transfer, assignment, pledge, encumbrance, or chazge, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge; encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements, or torts of any such person, nor shall it be subject to attachment oi legal process for or against
such person, and the same shall not be recognized except to such e�rtent as may be required by law.
(b) Exception for loans. Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted to the Plan by reason
of a loan made pursuant to Secdon 7.6. At the time a dis�ibution is fo be made to or for a Participant's or Beneficiary's benefit, snch
portion of the amount to be distributed as shall equal such indebtedness shall be paid to the Plan, to apply against or dischazge such
, indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given notice by the Administrator that
such indebtedness is to be so paid in whole or part from the Participant's interesf in the Plan. If the Partioipant or Beneficiary does
not agree that the indebtedness is a valid claim against the Participant's interest in 4he Plan, the Participant or Beneficiary shall be
entitled to a review of tlie validity of the claim in accordance with procedures provided in Section 2.10.
(c) Exceptioo for QDRO. Subsection (a) shall not apply to a"qualified domestic relations order" defined in Code §414(p), and
those other domestic relations orders pernutted to be so treated by the Administrafor under the provisions of the Retirement Equity
Act of 1984.
9.4 PLAN COMMUPTICATIONS, INTERPRETATION AND CONSTRUCTION
(a) Applicable law. This Plan and Trust shall be wnstrued and. enforced according to the Code, and the laws of the state or
commonwealth in which the Employer's (or if there is a corporate Trustee, the Trustee's, or if the Plan is fully insured, the Insurer's)
principal office is located (unless otherwise designated in Appendix A to the Adoption Agreement (Special Effective Dates and
Other Permitted Elecrions), other than its laws respecting choice of law, to the extent not pre-empted by federal law.
(b) Administrator's discretion. The Administrator has total and complete discretion to interpret and construe the Plan and to
determine all questions arising in the administration, interpretation and application of the Plan. Any determination the Administrator
makes under the Plan is final and binding upon any affected person. The Administrator must exercise all of its Plan powers and
discretion, and perform all of its duties in a uniform manner.
(c) Communications. All Participant or Beneficiary notices, designations, elecflons, consents or waivers must be made in a form
the Administrator (or, as applicable, the Trustee or Insurer) specifies or otherwise approves. .Any person entitled to notice under the
Plan may waive the notice or shorten the notice period unless such actions aze contrary to applicable law.
(d) Evidence. Anyone, including the Employer, required to give data, statements or other information relevant under the terms of
the Plan ("evidence") may do so by certificate, affidavit, document or other form which the person to act in reliance may consider
pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. T'he Adm'inistrator,
Trustee and Insurer are protected fully in acting and relying upon any evidence described under the immediately preceding
sentence.
(e) Plan terms binding. The Plan is binding upon all parties, including but not limited to, the Employer, Trustee, Insurer,
Administrator, Participants and Beneficiaries.
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(fl Parties to litigation. Except as otherwise provided by applicable law,.a Participant or a Beneficiary is not a necessary party or
required to receive notice of process in any court proceeding involving the Plan, the Trust or any fiduciary. Any final judgment (not
subject to further appeal) entered in any such proceeding will be binding upon all parties, including the Employer, the
Administrator, Trustee, Insurer, Participants and Beneficiaries.
(g) Fiduciaries not insurers. The Trustee, Administrator and the Employer in no way guarantee the Plan assets from loss or
depreciation. The.Employer does not guarantee the payment of any money which may be or becomes due to any person from the
Plan. The lia6ility of the Employer, the Administrator and the Trustee to make any distribution from the Trust at any time and all
times is limited to the then available assets of the Trust. _
(h) Construction/severability. The Plan, the Adoption Agreement, the Trust and all other documents to which they refer, will be
interpreted consistent with and to preserve tax qualification of the Plan under Code §401(a) and tax ezemption of the Trust under
Code §501(a) and also_consistent with other applicable law. To the extent permissible under applicable law, any provision whicfi a
court (or otlier entity with binding authority to interpret the Plan) determines to be inconsistent with such constniction and
interpretation, is deemed severed and is of no force or effect, and the remaining Pl.an terms will remain in full force and effect.
(i) Uniformity. All provisions of this Plan shall be interpreted and applied in a uniform manner.
(j) Headings. The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in .
any construction of the provisions hereof.
9.5 GENDER, NLTMBER AND TENSE
Wherever anq words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also
used in another gender in all cases where they would so apply; whenever any words aze used herein in the singular or plural form, they
shall be construed as though they were also used in the other form in all cases where they would so apply; and whenever any words are
used herein in the past or present tense, they shall be construed as though they were also used in the other form in all cases where they
would so apply. �
9.6 LEGAL ACTION •
In the event any claim, suit, or proceeding is bmught regarding the Trust and/oi Plan established hereunder to which the Trustee (or
Insurei), .the Employer or'the Administrator may be a pariy, and such claim, suit, or proceeding is resolved in favor of the Trustee (or
Insurer), the Employer or the'Administrator, they shall be entided to be reimbursed from the Trust Fund for any and all costs, attorney's
fees, and other experises pertaining thereto mcurred by them for wluch they shall have become liable.
9.7 PROHIBITION AGAINST DIVERSION OF FUNDS
(a) General cule. Except as provided below and othenvise specifically permitted by law, it shall be impossible by operarion of the
Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by
collateral arrangement br by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the
Plan or any funds contribufed thereto to be used for, or diverted to, purposes otlier than the exclusive benefit of Participanfs or their
Beneficiaries.
(b) Mistake of fact In the event the Employer shall make a contribution under a mistake of fact, the Employer may demand
repayment of such contribution at any time within one (1) yeaz following the time of payment and tlie Trustee (or Insurer) shall
return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to the contrib.utions may not be
returned to the Employer but any losses attributable thereto must reduce the amount so returned.
9.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Gontract issued
hereunder or for the failure on the part of the Insurer to make payments provided by any such Coniract, or for the action of any person
which may delay payment or render a Contract null and void or unenforceable in whole or in part.
9.9 INSURER'S PROTECTIVE CLAUSE
Except as otherwise agreed upon in writing beriveen the Employer and the Insurer, an Insurer which issues any Contracts hereunder
shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The Insurer shall be protected and �
held harmless in acting in accordance with any written direction of the Administrator or Trustee, and shall have no duty to see to the
applicarion of any funds paid to the Trustee, nor be required to question any actions directed by the Administrator or Trustee. Regardless of
any provision of this Plan, the Insurer shall not be required to take or permit any acrion or allow any benefit or privilege contrary to the
terms of any Contract which it issues hereunder, or the aules of the Insurer.
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9.10 RECEIPT AND RELEASE FOR PAYMENTS
Any payment to any Participant, the Participant's legal representative, Beneficiary, or to any guardian or committee appointed for
such Participant or Benefi,ciary in accordance with the provisions of this Plan, shall, to the extent thereof, be in full satisfaction of all claims
hereunder against the Trustee (or Insurer) and the Employer.
9.11 ACTION BY THE EMPLOYER
Whenever the Employer under the terms. of the Plan is permitted or reguired to do or perform any abt or matter or thing, it shall be
done and performed by a person duly autl�orized by its legally constituted authority.
9.12 APPROVAL BY INTERNAL REVENLTE SERVICE
Notwithstanding anything herein to the coni�ary, if, pursuant to an applicarion for.qualificarion is made by the time presoribed by
law or such later date. as the Secretary of Treasury may prescribe, the Commissioner of the Internal Revenue Service or the Commissioner's
delegate should determine that the Plan does not initially qualify as a tax=exempt plan under Code §§401 and 501, and such determination
is not.contested, or. if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the
Plan, by the Bmployer, less'expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee (or Insurer)
shall be discharged from all further obligations. If the disqualification relates to a Plan amendment, then the Plan shall operate as if it had
not been amended. If the Employer's Plan fails to attain or retain qualification, such Plan will no longer participate in this volume submitter
plan and will be considered an individually designed plan. � �
9.13 PAYMENT OF BENEFITS
ExcepY as ott►erwise provided in the Plan, benefits under this Plan shall be paid, subject to Sections 6.11 and 6.12, only upon death,
Total and Permanent Disability, normal or early rerirement, severance of employment, or termination of the Plan.
9.14 ELECTRONIC MEDIA
The Adminisizator may use any electronic medium to give or receive any Plan notice; communicate any Plan policy, conduct any
written Plan communication, satisfy'any Plan filing or other compliance requirement and conduct any other Plan �ansaction to the e�cte�
pemlissible under applicable law. A Participant or a Participant's Spouse, to the extent authorized"by the Administrator, may use any
electronic medium to make or provide any Beneficiary designation, elecrion, norice, consent or waiver under the Plan, to the extent
permissible under applicable law. Any r8ference in this Plan to a"form," a"notice," an "election," a"consent," a"waiver," a"designation,"
a"policy" or to any other Plan-related communication includes an electronic version thereof as permitted under applicable law.
Notwithstanding the foregoing, any Participant or Beneficiary notices and consent that are required pursuant to the Code must safisfy
Regularion §1.401(a)-21. . '.
9.15 PLAN CORRECTION
The Administrator in conjunction with the Employer may undertake such correction of Plan errors as the Administrator deems
necessary, including correcrion to preserve tax qualificarion of the Plan under Code §401(a) or to correct a fiduciary breach under state or
local law. Without limiting the Administrator's authority under the prior sentence, the Administrator, as it detemunes to be reasonable and
appropriate, may undertake wrrecrion of Plan document, operational, demographic and Employer eligibility failures under a method
described in the Plan or under the IRS Employee Plans Compliance Resolution System ("EPCRS") or any successor program to EPCRS.
Furthermore, the Employer may make corrective contributions pursuant to this Section regardless of whether the Plan otherwise permits
such wntribution source. In addition, the Plan is authorized to recover benefits from Participants or Beneficiaries that have been
improperly distributed.
9.16 NONTRUSTEED PLANS
If the Plan is funded solely with Contracts, then notwithstanding Sections 9.7 and 9.12, no Contract will be purchased under the
Plan unless such Contract or a sepazate definite written agreement between the Employer and the Insurer provides that no value under
Contracts providing benefits under the Plan or credits determined by the Insurer (on account of dividends, earnings, or other experience
rating credits, or surrender or cancellation credits) with respect to such Contracts may be paid or retumed to the Employer or diverted to or
used for other than the exclusive benefit of the Participants or their Beneficiaries. However, any contriburion made by the Employer
because of a mistake of fact must be returned to the Employer within one year of the contribution.
If this Plan is funded by individual Contracts that provide a ParticipanYs benefit under the Plan, such individual Contracts shall
constitute the Participant's Account balance. If this Plan is funded by group Gontracts, under the group annuity or group insurance Contract,
premiums or other consideration received by the Insurer must be allocated to Participants' Accounts under the Plan.
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_ __
Governmental Defined Contribution Volume Submitter Plan
ARTICLE X
PARTICIPATING EMPLOYERS
10.1 ELECTION TO BECOME A PARTICIPATING EMPLOYER
Notwithstanding anything herein to the contrary, with the consent of the Employer and Trustee (or Insurer), any E.mployer may
adopt the Employer's Plan and all of the provisions hereof, and participate herein and be lmown as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating Employer (a participation agreement). In the event a Participating
Employer is not an Affiliated Employer, then the provisions of Article XII shall apply rather than the provision of this Article XI.
10.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS
(a) Permissible variations of participation agreement. The participation agreement must identify the Participating Employer
and the covered Employees. and provide for the Participating Employer's signature. In addition, in the participation agreement, the
Employer.shall specify which elections, if any, the Participating Employer can modify, and any restrictions on the modifications.
Any such modification shall apply only to the Employees of that Participating Employer. The Participating Employer shall make
any such modification by selecting the.appropriate option on its participation agreement to the Employer's Adoption Agreement To
the eztent that the •participarion agieement does not perniit modificarion of an election, any attempt by a Participating Employer to
modify the election shall have no effect on the Plan and the Participating Employer is bound by the Plan terms as. selected by the
Employer: If a Participating Employer does not make any permissible participation agreement election modificadons, then with
regard to any election, the Participating Employer is bound by the Adoprion Agreement terms as completed by the "lead Employer."
(b) Holding and investing assets. The Trustee (or Insurer) may, but shall not be required to, commingle, hold and invest as one
Trust Fund all contributions made by Participating Employers, as well:as all increments thereof. However, the assets of the Plan
shall, on an ongoing basis; be available to pay benefits to all Participants and Beneficiaries under the Plan without regard to the
Employer or Participating Employer who contributed such assets.
(c) Payment of expenses. Unless the Employer otherwise d'uects, any expenses of the Plan which aze to be paid by the Employer
or bome by the Trust Fund shall be paid by each Participating Employer in the same proportion that the total amount standing to the
credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants.
10.3 DESIGNATION OF AGENT
Each Participating Employer shall be deemed to be a part of this Plan; provided, however, that with respect to all of its relations
with the Trustee (or Insurer) and .Adininistrator for purposes of this Plan; each Participating Employer shall be deemed to. have designated
irrevocably the Employer as its agent. Unless'the context of the Plan cleazly indicates otherwise, the word "Employer" shall be deemed to
include each Participating Employer as related to its adoption of the Plan.
10.4 EMPLOYEE TRANSFERS
In the event an Employee is transferred between Participating Employers, accumulated service and eligibility shall be carcied with
the Employee involved. No such iransfer shall effect a severance of employment hereunder, and the Participating Employer to which the
Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the
Participating Employer from whom the Employee was transferred.
10.5 PARTICIPATING EMPLOYER'S CONTRIBUTION AND FORFEITURES
Any contriburion and/or Forfeiture subject to allocation during each Plan Year shall be determined and allocated separately by each
Participating Employer, and shall be allocated only among the Participants eligible to share in the contribution and Forfeiture allocation of �
the Employer or Participaring Employer making the conhibution or by which the forfeiting Participant was employed.
On the basis of the information furnished by the Administrator, the Trustee (or Insyrer) shall keep separate books and records
wncerning the af�'airs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating
Employer. The Trustee (or Insurer) may, but need not, register Contracts so as to evidence that a particulaz Participating Employer is the
interested Employer hereunder, but in the event of an Employee transfer from one Participating Employer to another, the employing
Employer shall immediately notify the Trustee (or Insurer) thereof.
10.6 AIVIENDIVIENT
Any ParticipaYing Employer hereby authorizes the Employer to make amendments on its behalf, unless otherwise agreed among all
affected parties. If a Participating Employer is not an Affiliated Employer, then amendment of this Plan by the Employer at any time when
there shall be a Participating Employer shall, unless otherwise agreed to by the affected parties, only be by the written action of each and
every Participating Employer and with the consent of the Trustee (or Insurer) where such consent is necessary in accordance with the terms
of this Plan.
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Governmental Defined Contribution Volume Submitter Plan
10.7 DISCONTINLTANCE OF PARTICIPATION
Any Participating Employer that is an �liated Employer shall be permitted to discontinue or revoke its participation in the Plan at
any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed _
shall be delivered to the Trustee (or Insurer). The Trustee (or Insurer) shall thereafter transfer, deliver and assign Contracts and other Trust
Fund assets allocable to the Participants of such Participating Employer to such new trustee (or insurer) or custodian as shall have been
designated by such Participating Employer, in the event that it has established a sepazate qualified retirement plan for its employees. If no
successor is designated, the Trustee (or Insurer) shall retain such assets for the Employees of said Participating Employer pursuant to the
provisions of Article VII hereof. In no such event shall any part of the corpus or income of tlie Trust Fund as it relates to sucfl Participating
Employer be used for or diverted to purposes other than for the exclusive benefit of the Employees of such Participating Employer.
10.8 ADMINISTRATOR'S AUTHORTI'Y
The. Administrator shall have authority to make any and all necessary rules or regulafions, binding upon all Participating Employers
and all Participants, to effectuate the purpose of this Article.
ARTICLE XI
MULTIPLE EMPLOYER PROVISIONS
11.1 ELECTION AND OVERRIDING EFFECT
If a Participating Employer that is not an Affiliated Employer adopts this Plan, then the provisions, of this Article XI shall apply to
each Participating Employer as of the Effective Date specified in its participation agreement and supersede any contrary provisions in the
basic Plan document or #he Adoption Agreement. If tlus Article XT applies, then the Plan'shall be a multiple employer plan as described in
Code §413(c). In this case, the Employer and each Participating Employer aclmowledge thaYthe Plan is a multiple employer plan subject to
the rules of Code §413(c) and the Regulations thereunder, which are hereby incorporated by reference, and speoific annual reporting
requirements.
11.2 DEFINITIONS
The following definitions shall apply to this Article XI and shall supersede any conflicting defmitions in the Plan: '
(a) Employee. "Employee" means any common law employee, Leased Employee or other person ihe Code treats as an empioyee
of a Parficipating Employer for purposes of the Participating Employer's qualified plan. Either the Adoption Agreement or a
participation agreement to the Adoption Agreement may designate any Employee, or class of Employees, as not eligible to
participate in the Plan.
(b) Lead Employer. "Lead Employer" means the signatory Employer to the Adoption Agreement execution page, and does not
include any Affiliated Employer or Participating Employer. The "lead Employer" has the same meaning as the Employer for
purposes of making Plan amendments and other purposes regardless of whether the "lead Employer" is also a Participating
Employer under this Article XI.
11.3 PARTICIPATING EMPLOYER ELECTIONS
The participation agreement must identify the Participating Employer and the covered Employees and provide for the Participating
Employer's signature. In addirion, in the participation agreement, the "lead Employer" shall specify which elections, if any, the
Participating Employer can modify, and any restrictions on the modifications. Any such modification shall apply only to the employees of
that Participating Employer. The Participating Employer shall make any such modification by selecting the appropriate option on its
participation agreement to the "lead Employer's" Adoption Agreement. To the extent that the Adoption Agreement does not permit
modification of an election, any attempt by a Pa=ticipating Employer to modify the elecdon shall have no effect on the Plan and the
Participating Employer is bound by the Plan terms as selected by the "lead Employer." If a Participating Employer does not make any
permissible participation agreement elecrion modifications, then with regard to any election, the Participating Employer is bound by the
Adoption Agreement terms as completed by the "lead Employer."
11.4 TESTING
'The Administrator shall apply the Code §415 limitation in Section 4.4 for the Plan as a whole.
11.5 COMPENSATION
(a) Separate determination. A Participant's Compensation shall be detemuned separately for each Participating Employer for
purposes of allocations under Article N.
(b) Joint status. For all Plan purposes, including but not limited to determining the Code §415 limits in Section 4.4,
Compensation includes all Compensation paid by or for any Participating Employer.
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Governmental Defined Contribution Volume Submifter Plan
11.6 SERVICE
An Employee's service includes all Hours of Service and Years of Service with any and all Participating Employers. An Employee
who terminates employment wifh one Participating Employer and immediately commences employment with another Participating
Employer has not sepazated from service or had a severance from employment.
11.7 COOPERATION AND INDEMNIH'ICATION
(a) Cooperation. Each Participating Employer agrees to timely provide all information the Administrator deems necessary to
insure the Plan.is operated in accordance with the requuements of the Code and will cooperate fully with the "lead Employer," the
Plan, the Plan fiduciaries and other proper representatives in maintaining the qualifiefl status of the Plan. Such cooperation will
include payment of such amounts into the Plan, to be allocated to employees of the Participating Employer, which aze reasonably
required to maintain the tax-qualified status of ttie Plan.
(b) Indemnity. Each Participating Employer will indemnify and hold harmless the Administrator, the "lead Employer" and its
subsidiaries; officers, d'uectors, shareholders, employees, and agents o£the "lead Employer' ; the Plan; the Trustees, Participants and
Beneficiaries of the Plan, as well as their respective successors and assigns, against any cause of action, loss, liability, damage, cost,
or expense of any nature whatsoever (including, but not limited to, attomey's fees and costs, whether or not suit is brought, as well
as IRS plan disqualifications, other sanctions or compliance fees and penalties) arising out of or relating to the Participating
' Employer's noncompliance with any of the Plan's terms or requireinents; any intentional or negligent act or omission the
Participating Employer commits with regazd to the Plan; and any omission or provision of inconect information with regard to the
Plan which causes the Plan to fail to satisfy the requirements of a tax-qualified plan.
11.8 INVOLUNTARY TERNIINATION
Unless the "lead Employer" provides otherwise in an addendum hereto, the "lead Employer" shall have the power,to terminate the
participation of any ParticipaYing Employer (hereafter "Terminated Employer") in this Plan. If and when the "lead Employer" wishes to
exercise this,power, the following shall occur:
(a) Notice. The "lead Employer" shall give the "Ternunated Employer" a notice of the "lead Employer's" intent to terminate the
"Temunated Employer's" sfatus as a Participating Employer of the Plan. The °lead Employer" will provide such notice not less than
thirty (30) days prior to the date of termination unless the "lead Employer" determines thatthe interest of Plan Participants requires
earlier termination.
(b) Spin-off. The "lead Employer" shall establish a new defined contribution plan, using the provisions of this Plan with any
modifications contained in the "Terminated Employer's" participation agreement, as a guide to establish a new defined contribution
plan (tlie "spin-off plan"). The "lead Employer" will direct the Trustee to transfer (in accordance with the rules of Code §414(1) and
the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to the "spin-off plan." The "Terminafed
Employer" shall be the Employer, Administrator, and sponsor of the "spin-offplan." The Trustee of the "spin-offplan" shall be the
person or entity designated by the "Terminated Employer." However, the "lead Employer" shall have the option to designate an
appropriate financial institution as Trustee instead if necessary to protect the interest of the Participants. The "lead Employer" shall
have the authority. to charge the "Terminated Employer" or the Accounts of the Employees of the "Terminated Employer" a
reasonable fee to pay the expenses of establishing the "spin-offplan."
(c) Alternatives. The "Terminated Employer," in lieu of creation of the "spin-off plan" under (b) above, has the option to elect a
transfer altemarive in accordance with this Subsection (c).
(1) Election. To exercise the option described in this Subsection, the "Terminated Employer" must inform the "lead
Employer" of its choice, and must supply any reasonably required documentation as soon as practical. If the "lead Employer"
has not received notice of a"Terminated Employer's" exercise of this option within ten (10) days prior to the stated date of
termination, the "lead Employer" can choose to disregard the exercise and proceed with the Spin-off.
(2) Transfer. If the "Terminated Employer" selects this option, the Administrator shall transfer (in acwrdance with the rules
of Code §414(1) and the provisions of Section 8.3) the Accounts of the Employees of the "Terminated Employer" to a qualified
plan the "Tercninated Employer" maintains. To exercise this option, the "Terminated Employer" must deliver to the "lead
Employer" or Administrator in writing the name and other relevant information of the transferee plan and must provide such
assurances that the Administrator shall reasonably require to demonstrate that the transferee plan is a qualified plan.
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Governmental Defined Contribution Volume Submifter Plan
(d) Participants. The Employees of the "Terminated Employer" shall cease to be eligible to accrue additional benefits under the
Plan with respect.to Gompensation paid by the "Terminated Employer," ef�'ective as of the date of temunation. To, the extent that
these Employees have accrued but unpaid contriburions as of the date of termination, the "Terniinated Employer" shall pay such
amounts to the Plan or the "spin-off plan" no later than thirty (30) days after the date of termination, unless the "Terminated
Employer" effectively selects the Transfer option under Subsection (c)(2) above.
(e) Consent. By its signature on the participarion agreement, the "Terminated Employer" specifically consents to the provisions of
this.Article and agrees to perfbrm its responsibilities with regazd to the "spin-off plan," if necessary.
11.9 VOLUNTARY TERMINATION
A Participating Employer (hereafter "withdrawing employer") may voluntarily withdiaw from participation in this .
Plan at any time. If and when a"withdrawing empIoyer" wishes to withdraw the following sliall occur:
(a) Notice. The "withdrawing employer" shall inform the "lead Employer" and 4he Administrator of ifs intention to withdraw from
the Plan: The "withdrawing employec" must give the notice not less than thirty (30) days prior to the effective date of its
withdrawal.
(b) Procedure. The "withdrawing employer" and the °lead Employer" shall agree upon procedures for the orderly.withdrawal of
the "withdrawing employer" from the plan. Such procedures may include any of the optional spin-off or transfer options described
in Section i 1.8.
(c) Costs. The "withdrawing employer" shall beaz all reasonable costs associated with withdrawal and transfer under this Section.
(d) Participants. The Employees of the "withdrawing employer" shall cease to be eligible to accrue additional benefits under the
Plan as to Compensation paid by the "withdrawing employ.er," effeprive as of the effective date of withdrawal. To the extent that
such Emplbyees have accrued but unpaid contributions as of the ef�'ectiVe date of withdrawal, the "withdrawing eniployer" shall
contribute such.amounts to the Plan or the "spin-off plan" promptly after the effective date of withdrawal, unless the. acwunts are
transferred to a qualif ed plan the "withdrawing employer" maintains.
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Governmental Money Purchase Plan
ADOPTION AGREEMENT FOR
GOVERNMENTAL VOLUME SUBMITTER MONEY PURCHASE PLAN
CAIJTION: Failure to properly fill out this Adoption Agreement may result in disqualification of the Plan.
EMPLOYER INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change in this Employer Information Section.)
1. EMPLOYER'S NAME, ADDRESS, TELEPHONE NUMBER, TIN AND FISCAL YEAR
Name: Villaee of Tequesta
Address: 345 Tequesta Drive
Street ,
Tequesta Florida 33469
City State Zip
Telephone: (561) 768-0415
Taxpayer ldentification Number (TIl�: 59-6044081
Employer's Fiscal Year ends: Sentember 30
2. TYPE OF GOVERNMENTAL ENTIT'Y. This Plan may only be adopted a state or local governmental enrity, or agency thereof,
including an Indian tribal government and may not be adopted by any other entity, including a federal government and any
agency or instnunentality thereof.
a. [] State government or state agency
b. [] County or county agency �
c. [X] Municipality or municipal agency
d. [] Indian tribal government (see Note below)
e. [ ] Other:
NOT'E: An Indian tribal government may only adopt this Plan if such entity is defined under Code §7701(a)(40), is a subdivision
of an Indian tribal government as determined in accordance with Code §7871(d), or is an agency or instrumentality of either, and
all of the Participants under this Plan employed by such entity substantially perform services as an Employee in essential
govemmental functions and not in the performance of commercial activities (whether or not an essential government function).
3. PARTICIPATTNG EMPLOYERS (Plan Section 1.38). Will any other Employers adopt this Plan as Participating Employers?
a. [X] No
b. [ ] Yes
PLAN INFORMATION
(An amendment to the Adoption Agreement is not needed solely to reflect a change in the information in Questions 9. through 10.)
4. PLAN NAME:
Villase of Teauesta 401(a) Plan
5. PLAN STATCTS
a. [ ] New Plan
b. [X] Amendment and restatement of existing Plan
PPA RESTATEMEN'I' (leave blank if not applicable)
1. [] This is an amendment and restatement to bring a plan into compliance with the Pension Protecrion Act of
2006 ("PPA") and other legislative and regulatory changes (i.e., the 6-yeaz pre-approved plan restatement).
6. EFFECTTVE DATE (Plan Section 1.16) (complete a. if new plan; complete a. AND b. if an amendment and restatement)
Initial Effective Date of Plan
a. Mazch 1, 2013 (enter month day, year) (hereinafter called the "Effecrive Date" unless 6.b: is
entered below)
Restatement Effective Date. If this is an amendment and restatement, the effecrive date of the restatement (hereinafter called the
"Effective Date") is:
b. December 1. 2016 (enter month day, yeaz; may enter a restatement date that is the fust day of the
current Plan Year. Plan contains appropriate retroactive effecrive dates with respect to provisions for appropriate laws.)
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Governmental Money Purchase Plan
7. PLAN YEAR (Plan Section 1.42) means, except as otherwise provided in d. below:
a. [ ] the calendar year
b. [X] the twelve-month period ending on September 30 (e.g., June 30th)
SHORT PLAN YEAR (Plan Section 1.46). This is a Short Plan Year (if the effective date of participation is based on a Plan
Yeaz, then coordinate with Question 14):
c. [X] N/A
d. [] beginning on (enter month day, year; e.g., July 1, 2013)
and ending on (enter month day, year).
8. VALUATION DAT'E (Plan Section 1.52) means:
a. [X] every day that the Trustee (or Insurer), any transfer agent appointed by the Trustee (or Insurer) or the Employer, and
any stock exchange used by such agent aze open for business (daily valuation)
b. [] the last day of each Plan Year
c. [] the last day of each Plan Year quarter
d. [] other (specify day or days): (must be at least once each Plan Year)
NOTE: The Plan always permits interim valuations.
9. TRUSTEE(S) OR INSURER(S) (Plan Sections 1.25 and 1.50):
a. [] Insurer. This Plan is funded exclusively with Contracts and the name of the Insurer(s) is:
(1) (2) (if more than 2,
add names to signature page).
b. [X] Individual Trustee(s). Individual Trustee(s) who serve as Trustee(s) over assets not subject to control by a corporate
Trustee. (add additional Trustees as necessary)
Name(s) Title(s)
Villaee of Tequesta
Address and telephone number
1. [X] Use Employer address and telephone number
2. [] Use address and telephone number below:
Address:
Street
City State Zip
Telephone:
c. [] Corporate Trustee(s) (add additional Trustees as necessary)
Name:
Address:
Street
, City State Zip
Telephone:
DirectedJDiscretionary Trustee. Unless otherwise specified below, if there is a corporate Trustee, it will serve as a D'uected
(nondiscrerionary) Trustee (Plan Section 1.21) and if there is an individual Trustee, he or she will serve as a Discretionary
Trustee (Plan Section 1.22) over all Plan assets (select all that apply; leave blank if defaults apply)
d. [] D'uected Trustee exceptions (leave blank if no exceptions):
D'uected Trustee over specified Plan assets (select all that apply; leave blank if none apply)
1. [] The corporate Trustee will serve as D'uected Trustee over the following assets:
2. [] The individual Trustee(s) will serve as D'uected Trustee over the following assets:
Individual Trustee will serve as D'uected Trustee (may not be selected with d.l. or d.2.)
3. [] over all Plan assets
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Governmental Money Purchase Plan
e. [] Discretionary Trustee exceptions (leave blank if no exceptions):
Discrerionary Trustee over specified Plan assets (select all that apply; leave blank if none apply)
1. [] The individual Trustee(s) will serve as Discrerionary Trustee over the following assets:
2. [] The corporate Trustee will serve as Discretionary Trustee over the following assets:
Corporate Trustee will serve as Discrerionary Trustee (may not be selected with e.l. or e.2.)
3. [] over all Plan assets
Separate trust VJill a separate trust agreement that is approved by the IRS for use with this Plan be used?
f. [X] No
g. [ ] Yes .
NOTE: If Yes is selected, an executed copy of the trust agreement between the Trustee and the Employer must be attached to
this Plan. The Plan and trust agreement will be read and construed together. T'he responsibilities, rights and powers of
the Trustee will be those specified in the trust agreement.
10. ADMINISTRATOR'S NAME, ADDRESS AND TELEPHONE NUMBER
(If none is named, the Employer will be the Administrator (Plan Section 1.2).)
a: [X] Employer (use Employer address and telephone number) '
b. [ ] Other:
Name:
Address:
Street
City State Zip
Telephone:
11. CONTRIBUTION TYPES
The selections made below must correspond with the selections made under the Contributions and Allocarions Section of this
Adoprion Agreement.
FROZEN PLAN OR CONTRIBUTIONS HAVE BEEN SUSPENDED (Plan Section 4.1(c)) (optional)
a. [] This is a frozen Plan (i.e., all contributions cease) (if this is a temporary suspension, select a.2):
1. [] All contributions ceased as of, or prior to, the effecrive date of this amendment and restatement and the prior
Plan provisions are not reflected in this Adoption Agreement (may enter effective date at 3. below and/or
select contributions at b. - f. (optional), skip questions 12-18 and 22-29) .
2. [] All contributions ceased or were suspended and the prior Plan provisions aze reflected in this Adoprion
Agreement (must enter effective date at 3. below and select contributions at b. - f.)
Effective date
3. [] as of (effective date is optional unless a.2. has been selected
above or this is the amendment or restatement to freeze the Plan).
CONTRIBUTIONS
The Plan permits the following contributions (select one or more):
b. [X] Employer contributions other than matching (Questions 24-25)
1. [] This Plan qualifies as a Social Security Replacement Plan (Question 24.c. must be selected)
c. [X] Employer matching contributions (Questions 26-28)
d. [X] Mandatory Employee contributions (Question 31)
e. [X] After-taz voluntary Employee contributions (Question 32)
f. [X] Rollover contributions (Question 39)
ELIGIBILITY REQUII2EMENTS
12. ELIGIBLE EMPLOYEES (Plan Section 1.17) means all Employees (including Leased Employees) EXCEPT those Employees
who are excluded below or elsewhere in the Plan:
a. [] No excluded Employees. There are no additional excluded Employees under the Plan (skip to Question 13).
b. [X] Exclusions. T'he following Employees aze not Eligible Employees for Plan purposes (select one or more):
1. [] Union Employees (as defined in Plan Section 1.17) •
2. [] Nonresident aliens (as defined in Plan Section 1.17)
3. [] Leased Employees (Plan Section 1.28)
4. [] Part-time/temporary/seasonal Employees. A part-time, temporary or seasonal Employee is an Employee
whose regularly scheduled service is less than Hours of Service in the relevant eligibility
computation period (as defined in Plan Section 1.54). However, if any such excluded Employee actually
completes a Year of Service, then such Employee will no longer be part of this excluded class.
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Governmental Money Purchase Plan
5. [X] Other: All excent certified police department employees (must be defmitely determinable under
Regulations § 1.401-1(b). Exclusions may be employment title specific but may not be by individual name
nor result in only a finite group of individuals (e.g., excluding anyone hired after 12/31/12.)
13. CONDITIONS OF ELIGIBILITY (Plan Section 3.1)
a. [] No age or service required. No age or service required for all Contribution Types (skip to Question 14).
b. [X] Eligibility. An Eligible Employee will be eligible to participate in the Plan upon satisfaction of the following (complete
c. and d., select e. and f. if applicable):
Eligibility Requirements
c. [X] Age Requirement
1. [ ] No age requirement
2. [ ] Age 20 1/2
3. [ ] Age 21
4. [X] Age 18 (may not exceed 26)
d. [X] Service Requirement
1. [X] No service requirement
2. [] (not to exceed 60) months of service (elapsed time)
3. [] 1 Year of Service
4. [] (not to exceed 5) Years of Service
' S. [] consecutive month period from the Eligible Employee's employment commencement date and during
which at least Hours of Service aze completed.
6. [] consecutive months of employment &om the Eligible Employee's employment commencement date.
7. [] Other: (e.g., date on which 1,000 Hours of Service is
completed within the computation period) (must satisfy the Notes below)
NOTE: If c.4. or d.7. is selected, the condition must be an age or service requuement that is definitely determinable and may
not exceed age 26 and may not exceed 5 Years of Service.
NOTE: Yeaz of Service means Period of Service if elapsed time method is chosen.
Waiver of conditions. The service and/or age requirements specified above will be waived in accordance with the following
(leave blank if there aze no waivers of conditions):
e. [] If employed on the following requirements, and the entry date requirement, will be waived. The
waiver applies to any Eligible Employee unless 3. selected below. Such Employees will enter the Plan as of such date
(select 1. and/or 2. AND 3. if applicable):
1. [] service requirement (may let part-time Eligible Employees into the Plan)
2. [ ] age requirement
3. [ ] waiver is for:
Amendment or restatement to change eligibility requirements
f. [] This amendment or restatement (or a prior amendment and restaYement) modified the eligibility requirements and the
prior eligibility conditions continue to apply to the Eligible Employees specified below. If this option is NOT selected,
then all Eligible Employees must satisfy the eligibility conditions set forth above.
1. [] The eligibility conditions above only apply to Eligible Employees who were not Participants as of the
effective date of the modification.
2. [] The eligibility conditions above only apply to individuals who were hired on or after the effective date of the
modificarion.
14. EFFECTIVE DATE OF PARTTCIPATION (ENTRY DAT'E) (Plan Section 3.2)
An Eligible Employee who has satisfied the eligibility requirements will become a Participant in the Plan as of the:
a[] date such requirements aze met
b. [] fust day of the month coinciding with or next following the date on which such requirements are met
c. [] first day of the Plan Yeaz quarter coinciding with or neatt following the date on which such requirements are met
d. [] earlier of the first day of the Plan Year or the fust day of the seventh month of the Plan Year coinciding with or next
following the date on which such requirements aze met
e. [] fust day of the Plan Year coinciding with or next following the date on which such requirements aze met (Eligibility
must be six months of service (or 1 1/2 Yeazs (or Periods) of Service if 100% immediate vesting is selected) or less and
age must be 20 1/2 or less.)
f. [] first day of the Plan Year in which such requirements are met
g. [] first day of the Plan Year in which such requirements aze met, if such requirements aze met in the fust 6 months of the
Plan Yeaz, or as of the fust day of the next succeeding Plan Yeaz if such requirements are met in the last 6 months of
the Plan Year.
' h. [X] other: next pavroll period (must be definitely determinable)
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SERVICE
15. RECOGDiITTON OF SERVICE WITH OTHER EMPLOYERS (Plan Sections 1.39 and 1.54)
a[X] No service with other employers is recognized except as otherwise required by law (e.g., the Plan already provides for
the recognition of service with Employers who have adopted this Plan as well as service with Affiliated Employers and
predecessor Employers who maintained this Plan; skip to Question 16).
b. [] Prior service with the designated employers is recognized as follows (answer c. and select one or more of c.l. - 3.;
select d- f. as appiicable) (if more than 3 employers, attach an addendum to the Adoprion Agreement or wmplete
oprion h. under Section B of Appendix A):
Contribution
Other Employer Eligibility VesNng Allocation
c. [ ] Employer name: 1. [ ] 2. [ ] 3. [ ]
d. [ ] Employer name: 1. [ ] 2. [ ] 3. [ ]
e. [ ] Employer name: 1. [ ] 2. [ ] 3. [ ]
• Limitations
f. [] The following provisions or limitations apply with respect to the 1. [] 2. [] 3. []
' recognition of prior service:
(e.g., credit service with X only on/following 1/1/13) •
NOTE: If the other Employer(s) maintained tlus qualified Plan, then Years (and/or Periods) of Service with such Employer(s)
must be recognized pursuant to Plan Sections 1.39 and 1.54 regazdless of any selections above.
16. SERVICE CREDITING METHOD (Plan Sections 1.39 and 1.54)
NOTE: If no selecrions aze made in this Section, then the provisions set forth in the defmition of Year of Service in Plan
Section 1.54 will apply, including the following defaults:
1. A Year of Service means completion of at least 1,000 Hours of Service during the applicable computation period.
2. Hours of Service (Plan Section 1.24) will be based on actual Hours of Service.
3. For eligibility purposes, the computation period will be as defined in Plan Section 1.54 (i.e., shift to the Plan Year if
the eligibility condition is one (1) Year of Service or less).
4. For vesting and allocation purposes, the computation period will be the Plan Yeaz.
a. [X] Elapsed time method. (Period of Service applies instead of Year of Service) Instead of Hours of Service, elapsed time
will be used for:
1. [] all purposes (skip to Question 17)
2. [X] the following purposes (select one or more):
a. [ ] eligibility to participate
b. [X] vesting
c. [] sharing in allocations or contributions
b. [] Alternative definitions for the Hours of Service method. Instead of the defaults, the following altemarives will apply
for the Hours of Service,method (select one or more):
1. [] Eligibility computation period. Instead of shifting to the Plan Yeaz, the eligibility computarion period after
the initial eligibility computation period will be based on each anniversary of the date the Employee fust
completes an Hour of Service
2. [] Vesting computation period. Instead of the Plan Year, the vesting computation period will be the date an
Employee first performs an Hour of Service and each anniversary thereof.
3. [] Equivalency method. Instead of using actual Hours of Service, an equivalency method will be used to
determine Hours of Service for: �
a. [ ] all purposes
b. [] the following purposes (select one or more):
1. [ ] eligibility to participate
2. [ ] vesting
3. []� sharing in allocarions or contriburions
Such method will apply to:
c. [ ] all Employees
d. [] Employees for whom records of actual Hours of Service are not maintained or available
(e.g., salaried Employees)
e. [] other: (e.g., per-diem Employees only)
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Hows of Service will be determined on the basis of:
f. [] days worked (10 hours per day)
g. [] weeks worked (45 hours per week)
h. [] semi-monthly payroll periods worked (95 hours per semi-monthly pay period)
i. [] months worked (190 hours per month)
j. [] bi-weekly payroll periods worked (90 hours per bi-weekly pay period)
k[] other: (e.g., option f. is used for per-diem
Employees and oprion g. is used for on-call Employees).
4. [] Number of Hours of Service required. Instead of 1,000 Hours of Service, Year of Service means the
_ applicable computation period during which an Employee has completed at least (not to exceed
1,000) Hours of Service for:
a [ ] all purposes
b. [] the following purposes (select one or more):
1. [ ] eligibility to participate
2. [ ] vesting
3. [] sharing in allocations or contributions
VESTING
17. VESTING OF PARTICIPANT'S INT'EREST—EMPLOYER CONTRIBUTTONS (Plan Section 6.4(b))
a. [] N/A (no Employer contributions; skip to Question 19)
' b. [X] The vesting provisions selected below apply. Section B of Appendix A can be used to specify any exceprions to the
provisions below.
NOTE: The Plan provides that contributions for converted sick leave and/or vacation leave aze fully Vested.
Vesting for Employer contributions other than matc6ing contributions
c. [] N/A (no Employer wntributions (other than matching wntributions); skip to f.)
d. [] 100% vesting. Participants are 100% Vested in Employer contributions (other than matching contributions) upon
entering Plan.
' e. [X] The following vesting schedule, based on a Participant's Yeazs of Service (or Periods of Service if the elapsed time
method is selected), applies to Employer contributions (other than matching contributions):
1. [] 6 Year Graded: 0-1 year-0%; 2 years-20%; 3 years-40%; 4 years-60%; 5 years-80%; 6 yeazs-100%
' 2. [] 4 Yeaz Graded: 1 yeaz-25%; 2 yeazs-50%; 3 yeazs-75%; 4 years-100%
3. [X] 5 Yeaz Graded: 1 yeaz-20%; 2 yeazs-40%; 3 yeazs-60%; 4 yeazs-80%; 5 yeazs-100%
4. [] Cliff: 100% vesting after (not to exceed 15) yeazs
5. [] Other graded vesting schedule (must provide for full vestin no later than 15 eazs of service• add additional
g Y ,
lines as necessary)
Years (or Periods) of Service Percentage
%
%
%
%
%
%
Vesting for Employer matching contributions
f. [] N/A (no Employer matching contributions)
g. [] The schedule above will also apply to Employer matching contributions.
h. [] 100% vesting. Participants aze 100% Vested in Employer matching contributions upon entering Plan.
i. [X] The following vesting schedule, based on a Participant's Years of Service (or Periods of Service if the elapsed time
method is selected), applies to Employer matching contributions:
1. [] 6 Yeaz Graded: 0-1 year-0%; 2 yeazs-20%; 3 yeazs-40%; 4 years-60%; 5 yeazs-80%; 6 years-100%
2. [] 4 Yeaz Graded: 1 year-25%; 2 years-50%; 3 years-75%; 4 years-100%
3. [X] 5 Year Graded: 1 yeaz-20%; 2 years-40%; 3 years-60%; 4 years-80%; 5 years-100%
4. [] Cliff: 100% vesting after (not to exceed 15) yeazs
5. [] Other graded vesting schedule (must provide for full vesting no later than 15 years of service; add additional
lines as necessary)
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Yeazs (or Periods) of Service Percentage
%
%
%
%
%
%
18. VESTING OPTTONS
Excluded vesting service. The following Years of Service will be disregarded for vesting purposes (select all that apply; leave
blank if none apply): .
a[] Service prior to the inirial Effective Date of the Plan or a predecessor plan (as defined in Regulations §1.411(a)-5(b)(3))
b. [] Service prior to the computarion period in which an Employee has attained age
c. [] Service during a period for which an Employee did not make mandatory Employee contriburions.
Vesting for death, Total And Permanent Disability and Early Retirement Date. Regazdless of the vesting schedule, a
Participant will bewme fully Vested upon (select all that apply; leave blank if none appiy):
d. [X] Death
e. [X] Total and Permanent Disability
, f. [ ] Early Retirement Date
RETIREMENT AGES
19. NORMAL RETIREMENT AGE ("NRA") (Plan Section 1.32) means:
a[X] Specific age. The date a Participant attains age 65 (may not exceed 65)
b. [] Age/participation. The later of the date a Participant attains age (may not exceed 65) or the (may not
exceed lOth) anniversary of the first day of the Plan Year in which participation in the Plan commenced
NOTE: Ef�'ective for Plan Yeazs beginning on or after the later of (1) January 1, 2015, or (2) the close of the fust regular
legislative session of the legislative body with the authority to amend the plan that begins on or after the date that is
three months after the final regulations are published in the Federal Register, Normal Retirement Age of less than age
62 must meet Regulation § 1.401(a)-1(b)(2).
Qualified police or firefighters. Normal Retirement Age for qualified public safety employees (as defined in Code §72(t)(1))
(leave blank if not applicable)
c. [X] Age 50 (may not be less than 50)
20. NORMAL RETIREMENT DAT'E (Plan Section 1.33) means, with respect to any Participant, the:
a. [X] date on which the Participant attains "NRA"
b. [] fust day of the month coinciding with or ne�ct following the Participant's "NRA"
c. [] first day of the month nearest the Participant's "NRA"
d. [] Anniversary Date coinciding with or next following the Participant's 'NRA"
e. [] Anniversary Date neazest the ParticipanYs "NRA"
f. [] Other: (e.g., first day of the month following the Participant's 'NRA").
21. EARLY RETIItEMENT DAT'E (Plan Section 1.15)
a. [X] N/A (no early retirement provision provided)
b. [] Eazly Retirement Date means the:
1. [] date on which a Participant sarisfies the early retirement requirements
2. [] fust day of the month coinciding with or next following the date on which a Participant satisfies the early
retirement requirements
3. [] Anniversary Date coinciding with or next following the date on which a Participant satisfies the early
retirement requirements
Early retirement requirements
4. [ ] Participant attains age
AND, completes.... (leave blank if not applicable)
a. [] at least Yeazs (or Periods) of Service for vesting purposes
b. [] at least Years (or Periods) of Service for eligibility purposes .
c. [] Eazly Retirement Date means: (must be definitely determinable)
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COMPENSATION
22. COMPENSATION with respect to any Participant is defined as follows (Plan Sections 1.10 and 1.23).
Base definition
a[X] Wages, tips and other compensation on Form W-2
b. [] Code §3401(a) wages (wages for withholding purposes)
c. [] 415 safe hazbor compensation
NOTE: Plan Section 1.23(c) provides that the base definition of Compensation includes deferrals that are not included in
income due to Code §§401(k), 125, 132(�(4), 403(b), 402(h)(1)(B)(SEP), 414(h)(2), & 457(b).
Determination period. Compensation will be based on the following "determination period" (this will also be the Limitation
Year unless otherwise elected at option f, under Section B of Appendix A):
d. [X] the Plan Yeaz
e. [] the Fiscal Yeaz coinciding with or ending within the Plan Year
f. [] the calendar yeaz coinciding with or ending within the Plan Year
Adjustments to Compensallon (for Plan Section 1.10). Compensation will be adjusted by:
g. [] No adjustments (skip to i. below)
h. [X] Adjustments. Compensation will be adjusted by (select all that apply):
1. [] excluding salary reducrions (401(k), 125, 132(fl(4), 403(b), SEP, 414(h)(2) pickup, & 457(b))
2. [] excluding reimbursements or other expense allowances, fringe benefits (cash or non-cash), moving expenses,
deferred compensation (other than deferrals specified in 1. above) and welfare benefits.
3. [] excluding Compensation paid during the "determination period" while not a Participant in the Plan.
4. [] excluding Military Differential Pay
5. [X] excluding overtime
6. [X] excluding bonuses
7. [X] other: _Emplover Contributions to a nlan of deferred compensation which are not includible in the
Emplovee's eross income for the taxable year in which contributed. or Emplover Contriburions under a
simnlified emnlovee nension plan to the extent such contributions aze deductible bv the Emplovee or anv
distributions from a plan of defened comnensarion. Other amounts which received special tax benefits or
contributions made bv the Emplover (whether or not under a salarv reduction aereementl towazds the
purchase of an annuitv contract described in section 403(bl of the Code. (e.g., describe Compensation from
the elections available above or a combination thereof as to a Participant group (e.g., no exclusions as to
Division A Employees and exclude bonuses as to Division B Employees); and/or describe another exclusion
(e.g., exclude shift differential pay)).
Military Differential Pay Special Effective Date (leave blank if not applicable)
i. [] If this is a PPA restatement and the provisions above regarding Military Differential Pay (included unless h.4. is
selected have a later effective date than Plan Yeazs be innin after De em
) c ber 31 2008 then enter the date such
g g , �
provisions were fust effective: (may not be earlier than January 1, 2009; for Plan Years
beginning prior to January 1, 2009, Military Differential Pay is treated in accordance with the post-severance
Compensation provisions in the following Quesrion).
23. POST-SEVERANCE COMPENSATION (415 REGULATIONS)
The following oprional provision of the 415 Regulations will apply to Limitation Yeazs beginning on or after July 1, 2007 unless
otherwise elected below:
415 Compensation (post-severance compensation adjustments) (select all that apply at a; leave blank if none apply)
NOTE: Unless otherwise elected under a. below, the following defaults apply: 415 Compensation will include (to the extent
provided in Plan Section 1.23), post-severance regular pay, leave cash-outs and payments from nonqualified unfunded
deferred compensation plans.
a. [] The defaults listed above apply except for the following (select one or more):
1. [] Leave cash-outs will be eacluded
2. [] Nonqualified unfunded deferred compensation will be excluded
3. [] Military Differential Pay will be included (Plan automatically includes for Limitation Yeazs beginning after
December 31, 2008)
4. [] Disability continuation payments will be included
Plan Compensation (post-severance compensation adjustments)
b. [X] Defaults apply. Compensation will include (to the extent provided in Plan Section 1.10 and to the eactent such amounts
would be included in Compensation if paid prior to severance of employment) post-severance regular pay, leave cash-outs,
and payments from nonqualified unfunded deferred compensation plans.
c. [] Exclude all post-severance compensation. Exclude all post-severance compensation for allocation purposes.
d. [] Post-severance adjustments. The defaults listed at b, apply except for the following (select one or more):
1. [] Exclude all post-severance compensation
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2. [] Regular pay will be excluded
3. [] Leave cash-outs will be excluded
4. [] Nonqualified unfunded deferred compensation will be excluded
5. [] Military Differential Pay will be included
6. [] Disability continuation payments will be included
NOTE: The above treatment of Military Differential Pay only applies to Plan Yeazs beginning prior to January 1, 2009. For Plan
Years beginning after such date, Military Differential Pay is not considered post-severance compensation and the
provisions of Qnestion 22 apply.
Post-severance compensation special effective date (leave blank if not applicable)
e. [] If this is a PPA restatement and the post-severance compensarion adjustments above for 415 Compensation or Plan
Compen5ation applied other than the first day of the Plan Year beginning on or after July 1, 2007, then enter the date such
provisions were first effective:
CONTRIBUTIONS AND ALLOCATIONS
24. EMPLOYER CONTRIBUTTONS (OTI�R THAN MATCHING CONTRIBUTIONS) (Plan Secrion 4.1(a)(2)) (skip to Quesrion
26 if Employer contributions are NOT selected at Question l l.b.)
CONTRIBUTTON FORMiJLA (select one or more of the following contribution formulas:)
a. [X] Fiaed contribution equal to (only select one):
1. [X] 3% of each Participant's Compensation for each:
a. [ ] Plan Year
b. [ ] calendar quarter
c. [ ] month
d. [X] pay period
e. [ ] week
2. [ ] $ per Participant.
� 3. [] $ per Hour of Service worked while an Eligible Employee
a. [] up to hours (leave blank if no limit)
4. [] other: (the formula described must satisfy the definitely
determinable requirement under Regulations §1.401-1(b)).
b. [] Sick leave/vacation leave conversion. The Employer will contribute an amount equal to an Employee's current hourly
rate of pay multiplied by the ParticipanYs number of unused accumulated sick leave and/or vacation days (as selected
below). Only unpaid sick and vacation leave for which the Employee has no right to receive in cash may be included.
In no event will the Employer's contribution for the Plan Yeaz exceed the maximum contriburion permitted under
Code §415(c).
The following may be converted under the Plan: (select one or both):
1. [ ] Sick leave
2. [ ] Vacation leave
Eligible Employees. Only the following Participants shall receive the Employer contribution for sick leave and/or
vacation leave (select 3. and/or 4; leave blank if no limitations provided, however, that this Plan may not be used to
only provide benefits for terminated Employees)
3. [] Former Employees. All Employees terminating service with the Employer during the Plan Yeaz and who
have satisfied the eligibility requirements based on the terms of the Employer's accumulated benefits plans
checked below (select all that apply; leave blank if no exclusions):
a[] T'he Former Employee must be at least age (e.g., 55)
b. [] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000)
c. [] A contribution will only be made if the total hours is over (e.g., 10) hours
d. [] A contribution will not be made for hours in excess of (e.g., 40) hours
4. [] Active Employees. Active Employees who have not terminated service during the Plan Yeaz and who meet
the following requirements (select all that apply; leave blank if no exclusions):
a. [] T'he Employee must be at least age (e.g., 55)
b. [] The value of the sick and/or vacation leave must be at least $ (e.g., $2,000)
c. [] A contribution will only be made if the total hours is over (e.g., 10) hours
d. [] A contribution will not be made for hows in excess of (e.g., 40) hours
c. [] Social Security Replacement Plan. An amount equal to 7.5% of the Participant's Compensation for the entire Plan
Year, reduced by Employee and Employer contributions to this Plan actually contributed to the Participant's Account
during such Plan Year. (may only be selected if Question l l.b.l. has also been selected)
Include only part-time, seasonal and temporary Employees (leave blank if not applicable)
1. [] Regazdless of any other provision in this to the contrary, the contriburion above will only be made for part-
time, seasonal, or temporary Employees who aze not otherwise covered by another qualifying public
retirement system as defined for purposes of Regulation §31.3121(b)(7)-2.
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25. ALLOCATION CONDIT'IONS (Plan Section 4.3). If 24.a is selected above, indicate requirements to share in allocations of
Employer contributions (select a OR b. and all that apply at c. - e.)
a[X] No conditions. All Participants shaze in the allocations regazdless of service completed during the Plan Year or
employment status on the last day of the Plan Yeaz (skip to Quesrion 26).
b. [] Allocation conditions apply (select one of 1. - 5. AND one of 6. - 9. below)
Conditions for Participants NOT employed on the last day of the Plan Year
1. [] A Participant must complete at least (not to exceed 1,000) Hours of Service (or (not to
exceed 12) months of service if the elapsed time method is selected).
2. [] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).
3. [] Participants will NOT shaze in the allocations, regardless of service.
4. [] Participants will shaze in the allocations, regardless of service.
5. [] Other: (must be definitely determinable, not subject to Employer discretion
and may not require more than one Year of Service (or Period of Service if the elapsed time method is
selected)).
Conditions for Participants employed on the last day of the Plan Year
6. [ ] No service requirement.
7. [] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).
8. [] A Participant must complete at least (not to exceed 1,000) Hours of Service during the Plan Year.
9. [] Other: (must be definitely determinable, not subject to Employer discretion
and may not require more than one Year of Service (or Period of Service if the elapsed time method is
selected)).
Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.l., 2., 3., or 5. is selected,
Participants who are not employed on the last day of the Plan Year in which one of the following events occur will be eligible to
shaze in the allocations regazdless of the above conditions (select all that apply; leave blank if none apply):
c. [ ] Death
d. [] Total and Permanent Disability
e. [] Termination of employment on or after Normal Retirement Age
1. [] or Early Retirement Date �
26. EMPLOYER MATCHING CONTRIBUTIONS (Plan Section 4.1(a)(3)). (skip to Question 29 if matching contributions are NOT
selected at Question l l.c.) The Employer will make the following matching contributions:
A. Elective deferrals taken into account. For purposes of applying the matching contribution provisions below, elective deferrals
include elective deferral (pre-ta�c and Roth) contriburions to the following Employer plan(s) (insert name of Plan(s) to which the
elective deferral contributions being matched will be made):
a. [X] 457 plan(s). Enter Plan name: Villa¢e of Tequesta Defened Compensation Plan
b. [] 403(b) plan(s). Enter Plan name:
NOTE: If selected at Question 32, after-tax voluntary Employee contributions are also considered elective defenals for
purposes of matching contributions.
B. Matching Formula. (select one)
, c. [X] Fixed - uniform rate/amouet The Employer will make matching contributions equal to 5%(e.g., 50) of the
Participant's elective deferrals
1. [] that do not exceed % of a Participant's Compensation (leave blank if no limit)
d. [] Fixed - tiered. The Employer will make matching contributions equal to a uniform percentage of each tier of each
Participant's elective deferrals, determined as follows:
NOTE: Fill in only percentages or dollar amounts, but not both. If percentages are used, each tier represents the
amount of the Participant's applicable contriburions that equals the specified percentage of the Participant's
Compensation (add additional tiers if necessary):
Tiers of Contributions Matching Percentage
(indicate $ or %)
Fil'st %
Next %
Next %
Next %
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e. (] Figed - Years of Service. The Employer will make matching contributions equal to a uniform percentage of each
ParticipanYs elective defeaals based on the Participant's Yeazs of Service (or Periods of Service if the elapsed time
method is selected), determined as follows (add additional tiers if necessary):
Yeazs (or Periods) of Service Matching Percentage
%
%
%
For purposes of the above matching contribution formula, a Year (or Period) of Service means a Year (or Period) of
Service for:
1. [ ] vesting purposes
2. [ ] eligibility purposes
f. [] Other: (the formula described must satisfy the definitely determinable
requirementunderRegulations §1.401-1(b))
27. MATCHING CONTRIBUTION PROVISIONS
A. Maximum matching contribution. The total matching contribution made on behalf of any Participant for any Plan Year will not
exceed:
a[X] N/A (no Plan specific limit on the amount of matching contribution)
b. [ ] $
c. [ ] % of Compensarion.
B. Period of determination. The matching contribution formula will be applied on the following basis (and elecrive deferrals and
any Compensation or dollar limitarion used in determining the matching contribution will be based on the applicable period):
d. [ ] the Plan Year
e. [X] each payroll period
f. [ ] each month
g. [] each Plan Year quarter
h. [] each payroll unit (e.g., how)
28. ALLOCATION CONDITIONS FOR MATCHING CONTRIBUTTONS (Plan Section 4.3). Select a OR b. and all that apply of
c. - h.
a[X] No conditions. All Participants share in the allocations regardless of service completed during the Plan Year or
employment status on the last day of the Plan Yeaz (skip to Question 29).
b. [] Allocation conditions apply (select one of 1. -5. AND one of 6. - 9. below)
Conditions for Participants NOT employed on the last day of the Plan Year.
1. [] A Participant must complete at least (not to exceed 1,000) Hours of Service (or (not to
exceed 12) months of service if the elapsed time method is selected).
2. [] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected)..
3. [] Participants will NOT share in the allocations, regazdless of service.
4. [] Participants will share in the allocations, regazdless of service.
5. [] Other: (must be definitely determinable, not subject to Employer
discretion and may not require more than one Year of Service (or Period of Service if the elapsed time
method is selected)).
Conditions for Participants employed on the last day of the Plan Year
6. [ ] No service requirement.
7. [] A Participant must complete a Year of Service (or Period of Service if the elapsed time method is selected).
8. [] A Participant must complete at least (not to exceed 1,000) Hours of Service during the Plan Year.
9. [] Other: (must be definitely determinable, not subject to Employer discretion and may not require
more than one Year of Service (or Period of Service if the elapsed time method is selected)).
Waiver of conditions for Participants NOT employed on the last day of the Plan Year. If b.l., 2., 3., or 5. is selected,
Participants who aze not employed on the last day of the Plan Yeaz in wluch one of the following events occur will be eligible to
shaze in the allocations regazdless of the above conditions (select all that apply; leave blank if none apply):
c. [ ] Death
d. [] Total and Permanent Disability
e. [] Termination of employment on or after Normal Retirement Age
1. [] or Early Retirement Date
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Conditions based on period other than Plan Year. The allocation conditions above will be applied based on the Plan Year
unless otherwise selected below. If selected, the above provisions will be applied by substituting the term Plan Year with the
specified period (e.g., if Plan Year quarter is selected below and the allocarion condition is 250 Hours of Service per quarter,
enter 250 hours (not 1000) at b.8. above).
f. [] The Plan Year quarter.
g. [ ] Payroll period.
h. [] Other: (must be definitely determinable and not subject to Employer discretion and may not be longer than
a twelve month period).
29. FORFEITURES (Plan Sections 1.21 and 4.3(e))
Forfeitures of Employer contributions other than matching contributions will be:
a[] added to the Employer contribution and allocated in the same manner
b. [X] used to reduce any Employer contriburion
c. [] allocated to all Participants eligible to share in the allocations of Employer contributions or Forfeitures in the same
proportion that each Participant's Compensation for the Plan Yeaz bears to the Compensation of all Participants for
such yeaz
d. [] other: (describe the treatment of Forfeitures in a manner that is definitely
determinable and not subject to Employer discrerion; e.g., Forfeitures attributable to transfened balances from Plan X
are allocated as additional discretionary contributions only to former Plan X Participants)
Forfeitures of Employer matching coniributions will be:
' e. [X] N/A. Same as above or no Employer matching contributions.
f. [] used to reduce the Employer matching contribution.
g. [] used to reduce any Employer contribution.
h. [] other: (describe the treatment of Forfeitures in a manner that is defuutely
determinable and not subject to Employer discrerion; e.g., Forfeitures attributable to iransferred balances from Plan X
� are allocated as addirional discretionary contributions only to former Plan X Participants)
' 30. ALLOCATTON OF EARNINGS (Plan Section 4.3(c)) '
Allocation of earnings with respect to amounts which aze not subject to Participant investment d'uection and which are
contributed to the Plan after the previous Valuation Date will be determined:
a. [X] N/A. (all assets in the Plan aze subject to Participant investment d'uection)
b. [] by using a weighted average based on the amount of time that has passed between the date a contribution or distribution
is made and the prior Valuation Date
c. [] by treating one-half of all such contributions as being a part of the Participant's nonsegregated Account balance as of
the previous ValuationDate
d. [] by using the method specified in Plan Section 4.3(c) (balance forwazd method) "
e. [] other: (must be a definite predetermined formula)
31. MANDATORY EMPLOYEE CONTRIBUTIONS (Plan Section 4.8) (skip if mandatory Employee contributions NOT selected �
at uestion 11. .)
�
a[] An Eligible Employee must contribute to the Plan %(not to exceed 25%) of Compensation.
b. [X] An Eligible Employee must, prior to his or her first Entry Date, make a one-time irrevocable election to contribute to
the Plan from 1%(not less than 1%) to 12 %(not to exceed 25%) of Compensation.
c. [] Other. (must be definitely determinable)
Employer pick-up contribution. The mandatory Employee contribution is "picked up" by the Employer under Code §414(h)(2)
unless elected below.
d. [] The mandatory Employee coniribution is not "picked-up" by the Employer.
32. AFTER-TAX VOLiJNTARY EMPLOYEE CONTRIBUTIONS (Plan Section 4.9) (skip if after-ta�c voluntary Employee
contriburions NOT selected at Question l l.e.)
Matching after-tax voluntary Employee contributions. There are no Employer matching contributions on after-ta�c voluntary
Employee contributions unless elected below.
a. [] After-tax voluntary Employee contributions aze considered elective deferrals for purposes of applying any matching
contributions under the Plan.
DISTRIBUTIONS
33. FORM OF DISTRIBUTTONS (Plan Sections 6.5 and 6.6)
Distributions under the Plan may be made in (select all that apply; must select at least one):
a. [X] lump-sums
b. [X] substantially equal installments
c. [] partial withdrawals, provided the minimum withdrawal is $ (leave blank if no minimum)
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d. [] partial withdrawals or installments are only permitted for Participants or Beneficiaries who must receive required
< minimum distriburions under Code §401(a)(9) except for the following (e.g., partial is not permitted for death benefits;
leave blank if no exceptions):
1. [ ]
e. [] annuity: (describe the form of annuity or annuiries)
f. [] other: (must be definitely determinable and not subject to Employer discretion)
NOT'E: Regardless of the above, a Participant is not required to request a withdrawal of his or her total Account for an
in-service distribution, a hardship distribution, or a distribution from the Participant's Rollover Account.
Cash or property. Distributions may be made in:
g. [X] cash only, except for (select all that apply; leave blank if none apply):
1. [ ] inswance Coniracts
2. [ ] annuity Contracts
3. [ ] Participant loans
h. [] cash or property, except that the following limitation(s) apply: (leave blank if there aze no limitations on property
distributions): ,
1. [] � (must be definitely determinable and not
subject to Employer discretion)
34. CONDITIONS FOR DISTRIBUT'IONS UPON SEVERANCE OF EMPLOYMENT. Distributions upon severance of
employment pursuant to Plan Secrion 6.4(a) will not be made unless the following conditions have been satisfied:
A. Accounts in excess of $5,000
a. [X] Distriburions may be made as soon as administratively feasible following severance of employment
b. [] Distriburions may be made as soon as administratively feasible af4er the last day of the Plan Year coincident with or
ne�ct following severance of employment.
c. [] Distributions may be made as soon as administratively feasible after the last day of the Plan Year quarter coincident
with or next following severance of employment.
d. [] Distriburions may be made as soon as administrarively feasible after the Valuation Date coincident with or next
following severance of employment.
e. [] Disiributions may be made as soon as administratively feasible after months have elapsed following severance
of employment.
f. [] No distriburions may be made until a Participant has reached Eazly or Normal Rerirement Date.
g. [] Other: (must be objective conditions which aze ascertainable and may not
exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)
B. Accounts of $5,000 or less
h. [X] Same as above
i. [] Distributions may be made as soon as administratively feasible following severance of employment.
j. [] Distributions may be made as soon as administratively feasible after the last day of the Plan Year coincident with or
ne�ct following severance of employment.
k. [] Other: (must be objective conditions which are ascertainable and may not
exceed the limits of Code §401(a)(14) as set forth in Plan Section 6.7)
C. Timing after iniNal distributable event If a distribution is not made in accordance with the above provisions upon the
occurrence of the distributable event, then a Participant may elect a subsequent distribution at any time after the time the amount
was fust distributable (assuming the amount is still distributable), unless otherwise selected below (may not be selected with 34.f.
and 34.h.):
1. [] Other: (e.g., a subsequent dishibution request may only be made in
accordance with 1. above (i.e., the last day of another Plan Year); must be objective conditions which are ascertainable
and may not exceed the limits of Code §401(a)(14) as set forth in Plan Secrion 6.7)
D. Participant consent (i.e., involuntary cash-outs). Should Vested Account balances less than a certain dollar threshold be
automatically distributed without Participant consent (mandatory distributions)?
NOTE: The Plan provides that distributions of amounts of $5,000 or less are only paid as lump-sums.
m. [] No, Participant consent is required for all distributions.
n. [X] Yes, Participant consent is required only if the distribution is over:
1. [ ] $5,000
2. [X] $1,000
3. [ ] $ (less than $1,000)
NOTE: If 2. or 3. is selected, rollovers will be included in determining the threshold for Participant consent.
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Automatic IRA rollover. VJith respect to mandatory distriburions of amounts that are $1,000 or less, if a Participant
makes no election, the amount will be distributed as a lump-sum unless selected below.
4. [] If a Participant makes no election, then the amount will be automatically rolled over to an IRA provided the
amount is at least $ (e.g., $200).
E. Rollovers in determination of $5,000 threshold. Unless otherwise elected below, amounts attributable to rollover contributions
(if any) will be included in determining the $5,000 threshold for timing of distributions, form of distributions, or consent rules.
o. [] Exclude rollovers (rollover contributions will be excluded in determining the $5,000 threshold)
NOTE: Regardless of the above election, if the Participant consent threshold is $1,000 or less, then the Administrator must
include amounts attributable to rollovers for such purpose. In such case, an election to exclude rollovers above will
apply for purposes of the timing and form of distributions.
35. DISTRIBUTTONS UPON DEATH (Plan Secrion 6.8(b)(2))
Distributions upon the death of a Participant prior to the "required beginning date" will:
a. [X] be made pursuant to the election of the Participant or "designated Beneficiary"
b. [] begin within 1 year of death for a"designated Beneficiary" and be payable over the life (or over a period not exceeding
the "life expectancy") of such Beneficiary, except that if the "designated Beneficiary" is the Participant's Spouse, begin
prior to December 31st of the year in which the Participant would have attained age 70 1/2
c. [] be made within 5(or if lesser � years of death for all Beneficiaries
d. [] be made within 5(or if lesser � years of death for all Beneficiaries, except that if the "designated Beneficiary" is
the Participant's Spouse, begin prior to December 31 st of the yeaz in which the Participant would have attained age ,
70 1/2 and be payable over the life (or over a period not exceeding the "life expectancy") of such "surviving Spouse"
• NOT'E: The elections above must be coordinated with the Form of distributions (e.g., if the Plan only permits lump-sum
distriburions, then options a, b. and d. would not be applicable).
36. OTI�R PERMIT"TED DISTRIBUTIONS (select all thaY apply; leave blank if none apply)
A. IN-SERVICE DISTRIBUTIONS (Plan Secrion 6.11)
In-service distributions will NOT be allowed (except as otherwise permitted under the Plan without regazd to this provision)
unless selected below (if applicable, answer a. - e.; leave blank if not applicable):
a[X] In-service distributions may be made to a Participant who has not separated from service provided the following has
been sarisfied:
1. [X] Age. The Participant has reached:
a. [X] Normal Retirement Age
b. [ ] age 62
c. [] age (may not be eazlier than age 62)
Special effective date (may be left blank if same as Plan or Restatement Effective Date)
d. [] (if this is a PPA restatement and the provisions were effective prior to the
Restatement Effecrive Date, then enter the date such provisions were first effective; may not be
earlier than the first day of the Plan Yeaz beginning in 2007)
Account restrictions. In-service distributions are permitted &om the following Participant Accounts:
b. [X] all Accounts
c. [X] only from the following Accounts (select one or more):
1. [] Account attributable to Employer matching contributions
2. [] Account attributable to Employer contributions other than matching contributions
3. [ ] Rollover Account
4. [ ] Transfer Account
5. [X] Other: In-Service Distributions aze allowed from Monev Purchase Plan Contributions after attainment of
aee 62. (specify Account(s) and conditions in a manner that satisfies the defuutely determinable
requirement under Regulations §1.401-1(b) and is not subject to Employer discrerion)
Limitations. The following limitations apply to in-service distributions:
d. [ ] N/A (no additional limitations)
e. [X] Additional limitations (select one or more):
1. [] The minimum amount of a distribution is $
2. [] No more than distribution(s) may be made to a Participant during a Plan Year.
3. [] Distributions may only be made from Accounts which aze fully Vested.
4. [X] In-service distributions may be made subject to the following provisions: For Emnlovee contributions, at
an�e, but not more than rivice per vear. Up to $3.000 for the direct pavment of qualifvin¢ insurance
premiums for eligible retired nublic safetv officers (must sarisfy the definitely determinable requirement
under Regulations §1.401-1(b) and not be subject to Employer discretion).
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37. HEART ACT PROVISIONS (Plan Section 6.17)
Continued benefit accruals.
a[X] Continued benefit accruals will NOT apply
b. [] Continued benefit accruals will apply
Special effective date. If this is a PPA restatement and the provision applied other than as of the first day of the 2007 Plan Year,
then enter the date such provision was first effective: (leave blank if not applicable)
c. [] (may not be earlier than the first day of the 2007 Plan Year)
Distributions for deemed severance of employment
d. [] The Plan does NOT permit distributions for deemed severance of employment
e. [X] The Plan permits disiriburions for deemed severance of employment
Special effective date (may be left blank if same as Plan or Restatement Effective Date)
1. [] (if this is a PPA restatement and the provisions were effective prior to the
Restatement Effective Date, then enter the date such provisions were first effective; may not be earlier than
January 1, 2007)
MISCELLANEOUS
38. LOANS TO PARTTCIPANTS (Plan Section 7.6)
a. [] New loans aze NOT permitted.
b. [X] New loans are permitted
NOTE: Regardless of whether new loans are permitted, if the Plan permits rollovers, then the Administrator may, in a uniform
manner, accept rollovers of loans into this Plan.
39. ROLLOVERS (Plan Section 4.6) (skip if rollover contributions are NOT selected at l l.f.)
Eligibility. Rollovers may be accepted from all Participants who are Employees as well as the following
(select all that apply; leave blank if not applicable):
a. [X] Any Eligible Employee, even prior to meeting eligibility conditions to be a Participant
b. [] Participants who are Former Employees
Distributions. When may distriburions be made from a Participant's Rollover Account7
c. [X] At any time
d. [] Only when the Participant is otherwise entitled to a distriburion under the Plan
PPA TRANSITION RULES
The following questions only apply if this is a PPA restatement (i.e., Quesrion S.b.l. is selected). If this is not a PPA restatement,
then this Plan will not be considered an individually designed plan merely because the following questions aze deleted from the
Adoption Agreement.
NOTE: The following provisions aze designed to be left unanswered if the selections do not apply to the Plan.
40. WRERA - RNID WAIVERS FOR 2009 (Plan Section 6.8(�)
Suspension/continuation of RNIDs. Unless otherwise elected below, required minimum distributions (RMDs) for 2009 were
suspended unless a Participant or Beneficiary elected to receive such distributions:
a. [] RMDs for 2009 were suspended for any Participant or Beneficiary who was scheduled to receive his/her fust RMD for
2009 or who did not make a continuing election prior to 2009 to receive his/her RMD (unless the Participant or
Beneficiary made an election to receive such distribution). RMDs for 2009 were continued for any Participant or
Beneficiary who had made a continuing election to receive an RNID prior to 2009 (unless the Participant or Beneficiary
made an election to suspend such distribution).
b. [] RMDs continued unless otherwise elected by a Participant or Beneficiary.
c. [] RMDs continued in accordance with the terms of the Plan (i.e., no election available to Participants or Beneficiaries).
d. [ ] Other:
Direct rollovers. The Plan also treated the following as "eligible rollover distributions" in 2009 (If no election is made, then a
"direct rollover" was only offered for "2009 RMDs"):
e. [] "2009 RMDs" and "Extended 2009 RMDs."
f. [] "2009 RMDs" but only if paid with an additional amount that is an"eligible rollover distribution" without regard to
Code §401(a)(9)(I-�. �
41. NON-SPOUSAL ROLLOVERS (Plan Section 6.14(d)). Non-spousal rollovers aze permitted effective for distributions after
December 31, 2006 unless an altemative effective date is selected at a below:
a. [] Non-spousal rollovers are allowed effective (may not be earlier than January 1, 2007
and not later than January 1, 2010; the Plan already provides for non-spousal rollovers effective as of January 1, 2010)
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The adopting Employer may rely on an advisory letter issued by the Internal Revenue Service as evidence that the Plan is qualified under
Code §401 only to the extent provided in Rev. Proc. 2011-49 or subsequent guidance.
The Employer may not rely on the advisory letter in certain other circumstances or with respect to certain qualificarion requirements, which
are spec�ed in the advisory letter issued with respect to the Plan and in Rev. Proc. 2011-49 or subsequent guidance. 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 Intemal Revenue Service.
This Adoption Agreement may be used only in conjunction with the Volume Submitter basic Plan document #09. This Adoption
Agreement and the basic Plan document will together be lmown as FIS Business Systems LLC Govemmental Volume Submitter Money
Purchase Plan #09-002.
The adoption of this Plan, its qualification by the IRS, and the related tax consequences aze the responsibility of the Employer and its
independent tax and legal advisors.
FIS Business Systems LLC will notify the Employer of any amendments made to the Plan or of the discontinuance or abandonment of the
Plan. Furthermore, in order to be eligible to receive such notification, the Employer agrees to notify FIS Business Systems LLC of any
change in address. In addition, this Plan is provided to the Employer either in connection with investment in a product or pursuant to a
contract or other arrangement for products and/or services. Upon cessation of such investment in a product or cessation of such contract or
arrangement, as applicable, the Employer is no longer considered to be an adopter of this Plan and FIS Business Systems LLC no longer
has any obligations to the Employer that relate to the adoption of this Plan.
With regard to any questions regarding the provisions of the Plan, adoption of the Plan, or the effect of an advisory letter from the IRS, call
or write (this information must be completed by the sponsor of this Plan or its designated representative):
Name: Villaee of Tequesta
Address: 345 Teauesta Drive
Teauesta Florida 33469
Telephone: �561) 768-0415
The Employer and Trustee (or Insurer) hereby cause this Plan to be executed on the date(s) specified below:
EMPLOYER: Village of Tequesta
By:
DATE SIGNED
TRUSTEE (OR INSURER):
[] The signature of the Trustee or Insurer appears on a separate agreement or Contract,
OR (add addirional Trustee signature lines as necessary)
Village of Tequesta
TRUSTEE OR INSURER DATE SIGNED
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APPENDIX A
SPECIAL EFFECTIVE DATES AND OT`HER PERNIITTED ELECTIONS
A. Special effective dates (leave blank if not applicable):
a[] Special effective date(s): . For periods prior to the specified special
effective date(s), the Plan terms in effect prior to its restatement under tlus Adoption Agreement will control for
purposes of the designated provisions. A special ef�'ective date may not resuit in the delay of a Plan provision beyond
the permissible effective date under any applicable law.
B. Other permitted elections (the following elections aze optional):
a[] No other permitted elections
The following elections apply (select one or more):
b. [] Deemed 125 compensation (Plan Secrion 1.23). Deemed 125 compensation will be included in Compensation and 415
Compensation.
c. [] Reemployed after Sve (5) 1-Year Breaks in Service ("rule of parity" provisions) (Plan Section 3.5(d)). The "rule of
parity" provisions in Plan Section 3.5(d) will apply for (select one or both):
1. [ ] eligibility purposes
2. [ ] vesting purposes
d. [] Beneficiary if no beneficiary elected by Participant (Plan Section 6.2(e)). In the event no valid designarion of
' Beneficiary exists, then in lieu of the order set forth in Plan Section 6.2(e), the following order of priority will be used:
(specify an order of beneficiaries; e.g., children per stirpes, pazents, and then step-children).
e. [] Common, collective or pooled trust funds (Plan Secrions 7.2(c)(5) and/or 73(b)(6)). The name(s) of the common,
' collective or pooled trust funds available under the Plan is (aze):
f. [] Limitation Year (Plan Section 1.29). The Limitation Year for Code §415 purposes will be (must be
a consecurive twelve month period) instead of the "determination period" for Compensation.
g. [] 415 Limits when 2 defined contribution plans are maintained (Plan Section 4.4). If any Participant is covered under
another qualified defined contribution plan maintained by the Employer or an Affiliated Employer, or if the Employer
� or an Affiliated Employer maintains a welfaze benefit fund, as defined in Code §419(e), or an individual medical
account, as defined in Code §415(I)(2), under which amounts aze treated as "annual addirions" with respect to any
Participant in this Plan, then the provisions of Plan Section 4.4(b) will apply unless otherwise specified below:
1. [] Specify, in a manner that precludes Employer discretion, the method under which the plans will limit total
"annual additions" to the "maximum permissible amount" and will properly reduce any "excess amounts":
h. [] Recognition of Service with other employers (Plan Sections 1.39 and 1.54). Service with the following employers (in
addition to those specified at Question 15) will be recognized as follows (select one or more):
Contribution
Eligibility Vesting Allocation
1. [ ] Employer name: a [ ] b. [ ] c. [ ]
2. [ ] Employer name: a. [ ] b. [ ] c. [ ]
3. [ ] Employer name: a. [ ] b. [ ] c. [ ]
4. [ ] Employer name: a. [ ] b. [ ] c. [ ]
5. [ ] Employer name: a. [ ] b. [ ] c. [ ]
6. [ ] Employer name: a. [ ] b. [ ] c. [ ]
Limitations
7. [] The following provisions or limitations apply with respect to the a[ ] b. [] c. []
recognition of prior service:
(e.g., credit service with X only on/following 1/1/13)
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i. [] Other vesting provisions. The following vesting provisions apply to the Plan (select one or more):
1. [] Special vesting provisions. The following special provisions apply to the vesting provisions of the Plan:
(must be definitely determinable and satisfy the parameters set forth at Question 17)
2. [] Pre-amendment vesting schedule. (Plan Section 6.4(b)). If the vesting schedule has been amended and a
different vesting schedule other than the schedule at Question 17 applies to any Participants, then the
following provisions apply (must select one of a. — d. AND complete e.):
Applicable Participants. The vesting schedules in Question 17 only apply to:
a[] Participants who are Employees as of (enter date).
b. [] Participants in the Plan who have an Hour of Service on or after (enter
date).
c. [] Participants (even if not an Employee) in the Plan on or after (enter date).
d. [] Other: �(e.g., Participants in division A)
VesNng sc6edule
e. T'he schedule that applies to Participants not subject to the vesting schedule in Question 17 is:
Years (or Periods) of Service Percentage
%
%
� %
%
%
%
j. [] Minimum distribution transitional rules (Plan Section 6.8(e)(5))
NOTE: This Section does not apply to (1) a new Plan, (2) an amendment or restatement of an existing Plan that never
contained the provisions of Code §401(a)(9) as in effect prior to the amendments made by the Small Business
Job Protection Act of 1996 (SBJPA), or (3) a Plan where the transirion rules below do not affect any current
Participants.
The "required beginning date" for a Participant is:
1. [] April 1st ofthe calendar year following the year in which the Participant attains age 70 1/2. (pre-SBJPA rules
continue to apply)
2. [] April lst of the calendar yeaz following the later of the year in which the Participant attains age 70 1/2 or
retires (the post-SBJPA rules), with the following exceprions (select one or both; leave blank if both applied
effective as of January 1, 1996):
a. [] A Participant who was already receiving required minimum distributions under the pre-SBJPA
rules as of (may not be earlier than January 1, 1996)
was allowed to stop receiving distriburions and have them recommence in accordance with the -
post-SBJPA rules. Upon the recommencement of distributions, if the Plan permits annuities as a
form of distribution then the following apply:
1. [] N/A (annuity distributions are not permitted)
2. [] Upon the recommencement of distributions, the original Annuity Starting Date will be
retained.
3. [] Upon the recommencement of distributions, a new Annuity Starting Date is created.
b. [] A Participant who had not begun receiving required minimum distributions as of
(may not be earlier than January 1, 1996) may elect to defer
commencement of distributions until retirement. The option to defer the commencement of
distributions (i.e., to elect to receive in-service distributions upon attainment of age 70 1/2) applies
to all such Participants unless selected below:
1. [] The in-service distribution option was eliminated with respect to Participants who
attained age 701/2 in or after the calendar year that began after the later of (1) December
31, 1998, or (2) the adoption date of the restatement to bring the Plan into compliance
� with the SBJPA.
k. [] Other spousal pravisions (select one or more)
1. [] Definition of Spouse. The term Spouse includes a spouse under federal law as well as the following:
2. [] Automatic revocation of spousal designation (Plan Secrion 6.2(�). The automatic revocation of a spousal
Beneficiary designation in the case of divorce does not apply.
3. [] Timing of QDRO payment A distribution to an Altemate Payee shall not be permitted prior to the time a
Participant would be entitled to a distribution.
1. [] Applicable law. Instead of using the applicable laws set forth in Plan Section 9.4(a), the Plan will be governed by the
laws of:
m. [] Total and Permanent Disability. Instead of the defuution at Plan Section 1.49, Total and Permanent Disability means:
(must be defuutely determinable).
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n. [] Permissible Trust (or Custodian) modifications. The Employer makes the following modifications to the Trust (or
Custodial) provisions as permitted under Rev. Proc. 2011-49 (or subsequent IIiS guidance) (select one or more of 1. -
3. below):
NOTE: Any elections below must not: (i) conflict with any Plan provision unrelated to the Trust or Trustee; or (ii)
cause the Plan to violate Code §401(a). In addition, this may not be used to substitute all of the Tnist
provisions in the Plan.
1. [] Investments. The Employer amends the Trust provisions relating to Trust investments as follows:
2. [] Duties. The Employer amends the Trust provisions relating to Trustee (or Custodian) duties as
follows:
3. [] Other administrative provisions. The Employer amends the other administrative provisions of the
Trust as follows:
�
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Y
ADMINISTRATIVE PROCEDURES
The following aze oprional administrative provisions. "The Adminislrafor may implement procedures that override any elections in this
Section without a formal Plan amendment. In addition, modifications to these procedures will not affect an Employer's reliance on the Plan.
A. Loan Limitations. (complete only if loans to Participants aze permitted; leave blank if none apply)
a [X] Limitarions (select one or more):
1. [] Loans will be treated as Participant directed investments.
2. [] Loans will only be made for hardship or financial necessity as specified below (select i. or ri.)
a. [] hazdship reasons specified in Plan Section 6.12
b. [] fmancial necessity (as defined in the loan program).
3. [X] The minimum loan will be$ 1.000 .
4. [X] A Participant may only have 1(e.g., one (1)) loan(s) outstanding at any time.
5. [] All outstanding loan balances will become due and payable in their entirety upon the occurrence of a distributable
event (other than satisfaction of the conditions for an in-service distribution (including a hardship distribution), if
applicable).
6. [] Account restrictions. Loans will only be permitted from the following Participant Accounts (select all that apply
or leave blank if no limitations apply):
a. [] Account(s) attributable to Employer matching contributions
b. [] Account attributable to Employer coniributions other than matching contriburions
c. [ ] Rollover Account
d. [ ] Transfer Account
e. [ ] Other:
AND, if loans aze restricted to certain accounts, the limitations of Code §72(p) will be applied:
f. [] by determining the limits by only considering the restricted accounts.
g. [] by determining the limits taking into account a ParticipanYs entire interest in the Plan.
Additional Loan Provisions (select all that apply; leave blank if none apply)
b. [] Loan payments. Loans aze repaid by (if left blank, then payroll deduction applies unless Participant is not subject to payroll
(e.g., parhier who only has a draw)):
1. [ ] payroll deducrion
2. [ ] ACH (Automated Clearing House)
3. [ ] check
a. [ ] Only for prepayment
c. [] Interest rate. Loans will be granted at the following interest rate (if left blank, then 3. below applies):
1. [] percentage points over the prime interest rate
2. [ ] %
3. [] the Administrator establishes the rate at the time the loan is made
d. [] Refinancing. Loan refinancing is allowed.
B. Life Insurance. (Plan Secrion 7.5)
a [X] Life insurance may not be purchased.
b. [] Life insurance may be purchased...
1. [] at the oprion of the Administrator
2. [] at the oprion of the Participant
Limitations
3. [ ] N/A (no limitations)
4. [] The purchase of initial or additional life insurance will be subject to the following limitations (select one or more):
a. [] Each initial Contract will have a minimum face amount of $
b. [] Each additional Contract will have a minimum face amount of $
c. [] The Participant has completed Years (or Periods) of Service.
d. [] The Participant has completed Yeazs (or Periods) of Service while a Participant in the Plan.
e. [] T'he Participant is under age on the Contract issue date.
f. [] The maximum amount of all Contracts on behalf of a Participant may not exceed $
g. [] The maximum face amount of any life insurance Contract will be $
C. Plan Expenses. Will the Plan assess against an individual Participant's Account certain Plan expenses that are incurred by, or are
attributable to, a particular Participant based on use of a particulaz Plan service?
a. [ ] No
b. [X] Yes
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D. Directed investments
a [] Participant directed invesiments aze NOT permitted.
b. [X] Participant directed investments are permitted from the following Participant Accounts:
1. [X] all Acwunts
2. (] only from the following Accounts (select one or more):
a[] Account attributable to Employer contributions •
b. [ ] Rollover Account
c. [ ] Transfer Account
d. [] Otherc (specify Account(s) and conditions in a manner that is
definitely determinable and not subject to Employer discrerion)
E. Rollover Limitations. Will the Plan accept rollover contributions and/or d'uect rollovers from the sources specified below?
a. [] No, Administrator determines in operation which sources will be accepted
b. [X] Yes
Rollover sources. Indicate the sources of rollovers that will be accepted (select one or more)
1. [X] Direct Rollovers. The Plan will accept a direct rollover of an eligible rollover distribution &om (select one or
more):
a. [] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit
plan, stock bonus plan and money purchase plan), excluding after-tax employee contributions
b. [X] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit
plan, stock bonus plan and money purchase plan), including after-tax employee contributions
c. [] a plan described in Code §403(a) (an annuity plan), excluding after-tax employee contributions
d. [X] a plan described in Code §403(a) (an annuity plan), including after-tax employee contributions
e. [] a plan described in Code §403(b) (a tax-sheltered annuity), excluding after-tax employee coniriburions
f. [X] a plan described in Code §403(b) (a taac-sheltered annuity), including after-tax employee contributions
g. [X] a plan described in Code §457(b) (eligible defened compensation plan)
Direct Rollovers of Participant Loan. The Plan will NOT accept a direct rollover of a Participant loan from
another plan unless selected below (leave blank if default applies)
h. [] The Plan will accept a d'uect rollover of a Participant loan
i. [] The Plan will only accept a direct rollover of a Participant loan only in the following situation(s):
(e.g., only from Participants who were employees of
an acquired organization).
2. [] Participant Rollover Contributions from Other Plans (i.e., not via a direct plan-to-plan transfer). The Plan
will accept a contribution of an eligible rollover distribu4ion (select one or more):
a[] a qualified plan described in Code §401(a) (including a 401(k) plan, profit sharing plan, defined benefit
plan, stock bonus plan and money purchase plan)
b. [] a plan described in Code §403(a) (an annuity plan)
c. [] a plan described in Code §403(b) (a tax-sheltered annuity)
d. [] a governmental plan described in Code §457(b) (eligible deferred compensarion plan)
3. [X] Participant Rollover Contributions from IRAs: The Plan will accept a rollover contribution of the portion of a
distribution from a traditional IItA that is eligible to be rolled over and would otherwise be includible in gross
income. Rollovers from Roth IRAs or a Coverdell Education Savings Account (formerly lmown as an Education
IRA) are not permitted because they aze not traditional IRAs. A rollover from a SIMPLE IRA is allowed if the
amounts are rolled over after the individual has been in the SIIVIPLE IRA for at least two years.
98781-02 (effecrive December 1, 2016)
OO 2014 FIS Business Systems LLC or its suppliers
2
Governmental Money Purchase Plan
FIS BUSINESS SYSTEMS LLC VOLUME SUBMITTER MODIFTCATIONS
VII..LAGE OF TEQUESTA 401(A) PLAN
The enclosed Plan is being submitted for expedited review as a Volume Submitter Plan.
No modifications from the approved specimen plan have been made to this Plan.
98781-02 (effecrive December 1, 2016)
OO 2014 FIS Business Systems LLC or its suppliers
1
'�►
� Plan Number: 98781-02 -
E M POW E R .M � .�
. ' RETIREMfNT �
Village of Tequesta 401(a) Plan � �
Government .Markets
Loan Policy Administration �
Article I: Eligibility �
Section 1.01 Only active employees who participate in a deferred compensation 'plan or �
defined contribution.plan that permits loans may request a loan. The participant must �
have a minimum vested account balance $2,000 if the plan is a governmental plan. �
.
.
Article II. Minimum and maximum loan amounts �.
� Section 2.01 The minirnum loan. amount that a participant may request is $1,000 for
governmental plans. ' . � .
.
Section 2.02 The maximum loan amount that.a participant may requesY is $50,000 or
50% of the vested account balance — which� e�er is less. The $50,000 maximum loan �
amount is reduced by #he highest loan balance ducing the past 12 months minus the
� loan balance on fhe date a new loan is made. � �
. _
� Section 2.03 If a participant has an outstanding loan through. another qualified plan,
403(b) plan, or a 457 plan maintained by the same employer, the maximum loan amount
availa6le must be reduced by the highest outstanding loan balance during the past 12
months. The participant is responsible for ensuring that the aggregated, loan amount on
all plans sponsored by the same employer is the lesser of $50;000 or 50% of the vested
account balance.
Article III. Numtier of loans permitted .
Section 3.01 The maximum number of loans a participant may have outstanding is one
(1). If a participant has an outstanding loan and wishes to initiate another loan, the
participant must first repay the current outstanding loan via a cashier's check or money
order.
Article IV. Cost
Section 4.01 A loan setup and implementation fee may be assessed to the plan prior to
loans being offered to participants. The loan setup fee may vary from plan to plan. The
Empower Retirement - �oan Poiicy so
. Govemment Markets
implementation department will determine any applicable loan setup and implementation
fee.
Section 4.02 A loan origination fee in the amount of $60.00 shall be deducted from the
loan amount. �
Section 4.03 An administrative fee of $35.00 per year/per loan, deducted quarterly at a
rate of $8.75 will be assessed to each participant's account. �
Section 4.04 If a participant requests their loan check to be sent express delivery, an
additional $25.00 charge will be deducted from the loan check amount.
Article V. Loan Initiation
Section 5.01 Empower Retirement uses a two-step loan process. The first step of the
loan process begins by the participant applying for a loan via paper, the Web site or
KeyTalk�. The second step combines the Promissory Note and Loan Check into one
document, eliminating the step of returning the signed Promissory Note prior to issuing
the Loan Check. By endorsing the check, the participant agrees to the terms of the Note
and the repayment obligation.
Section 5.02 Plans will be required to sign the Loan Administration Policy document
prior to loans being made available. The signed Loan Administration Policy document
will allow the participant to initiate and complete a loan request electronically without the
plan's signature. If a paper application is used, the plan must sign each loan application
submitted by its participants or the plan will be required to sign a letter of instruction
authorizing the processing of loan applications without an authorized plan signature.
Article VI. Distribution of loan amount
Section 6.01 Loan distribution amounts will be prorated across all available money
types as follows 1.non-fixed fund(s); 2.guaranteed fixed fund(s); 3 guaranteed certificate
fund(s), liquidating the cert�cate(s) closest to maturity.
Article VII: Types of loans available
Section 7.01 A General Purpose Loan has a term of finrelve to sixty (12-60) months. No
reason or documentation (other than a signed promissory note) is required when a
participant requests a General Purpose Loan. The interest rate for this type of loan is
fixed for the life of the loan. The interest rate is 1% over the Prime Rate published in the
Wall Street Journal on the first business day of the month before the loan is originated.
Empower Refirement Loan Policy 50
Govemment Markets
Article VIII. Interest
Section 8.01 Interest paid on loans is not income tax deductible.
Article IX. Payment Requirements
Section 9.01 Scheduled payments must be made by payroll deduction or in some
circumstances by cashier's check or bank money order. Loan repayments will be
allocated to the participant's account according to current allocation percentages on the
EASY Recordkeeping System.
Section 9.02 Once a new loan has been initiated, the payroll department will be sent a
report or an electronic file to begin loan payments. Loan repayments must begin on time
or the loan payments will be in arrears. If loan payments are not caught up in time, the
loan may default. Loan default results in adverse tax consequences to the participant.
Section 9.03 Basic Rules Regarding Loans to Ensure They Do Not Default
(a) Any amount paid out of a plan will be treated as a taxable distribution unless the plan
loan rules under Code section 72(p) and the applicable Treasury regulations are
followed.
(b) Payments must be made in level amortized amounts and must be made at least
quarterly.
(c) Missed payments must be received prior to the end of the calendar quarter following the
quarter in which the payment was missed.
(d) If a participant fails to make a loan repayment on time, and the missed loan repayment(s)
is/are not made by the end of the following calendar quarter (or within the plan's more
restrictive cure period), the loan is in default and ceases to comply with section 72(p).
(e) The entire outstanding loan balance plus accrued interest at the time of the default is
taxable to the participant as a deemed distribution.
(f� The plan loan rules under Code section 72(p) do not provide a mechanism to ignore
missed payments or to reverse a loan that has already defaulted.
Empower Retirement Loan Policy 50
Govemment Markets
Section 9.04 Loans are in arrears and delinquent when any payment is missed. A late
loan payment notice will be issued after the end of the calendar quarter in which the
payment is delinquent. If all missed payments are not made by the end of the calendar �
quarter after the calendar quarter in which a payment is first missed such that the loan is
totally paid up to date, the loan will be in default. In that event, the entire outstanding
loan balance, consisting of the missed payments, all accrued but unpaid interest and the
remaining principal, will be reported to the IRS as taxable income on a Form 1099-R for
the year in which the loan default occurs.
� Section 9.05 In addition, if a loan has not been fully repaid by the end of its term, the
outstanding balance will be taxable and will be reported to the IRS on Form 1099-R as
taxable income. There is no opportunity to cure a late payment once the term has
expired. The payroll department will be notified of the final loan payment amount prior to
the final payment due date.
Section 9.06 If the participant has a loan that defaulted at any time in the past, their
eligibility for a new loan is revoked. .
Section 9.07 Participants who leave service prior to the end of the loan term will be
required to pay off the loan at severance of employment as provided by the plan. A
former participant may avoid treatment of an unpaid loan as a"deemed distribution" and
reporting of income to the IRS by paying the loan balance by the end of the grace period
via a cashier's check or money order. Non-payment will force a"deemed distribution"
and reporting of taxable income in the year the "deemed distribution" occurs.
Section 9.08 When a participant takes a leave of absence of not longer than 1 year,
either without pay from the employer or at a rate of pay that is less than the amount of
the installment payments required under the terms of the loan, the plan should provide
leave of absence information for a leave start and stop dates. The loan may be
reamortized when the participant returns from leave to pay the loan in full by the maturity
date of the loan . The entire outstanding loan balance, including all accrued but unpaid
interest, will be reamortized.
Section 9.09 If the participant takes a military leave of absence, the interest rate on the
loan will be reduced to 6%, during the period of military service provided the interest rate
on the loan is greater than 6%. Loan payments must resume upon the participant's
return from military leave. The term of the loan may be extended by the term of the
military leave. The entire outstanding loan balance, including all accrued but unpaid
interest, will be reamortized.
Section 9.10 The participant's outstanding loan balance will be offset upon receiving
any type of distribution after severance of employment. As required by federal tax
regulations a participant's defaulted loan will remain on the books until a qualifying
event occurs, even though income has been reported to the IRS.
Empower Retiremenf Loan Policy 50
Govemment Markets
Section 9.11 Partial lump sum loan repayments, via a cashier's check or money order,
are permitted in order to catch up on a past-due amount or to reduce the principal
amount of the loan. If a participant remits a partial payment, the loan payment amount
will not change but the loan would be paid off earlier.
Article X. Early Loan Payoff
Section 10.01 A loan can be paid in full at any time, in the form of a cashier's check or
bank money order. The participant may obtain a loan payoff quote via KeyTalk�. The
loan payoff quote is valid for 15 days from the date it is obtained.
Article XI. Outstanding Loan at Death
Section 11.01 All outstanding loan principal and accrued interest shall be treated as a
distribution from the plan when Empower Retirement is notified of a participant's death.
A deceased participant's loan may not be transferred or assumed by the participanYs
beneficiary(ies). If a participant's loan has not been repaid as of the date of the
participanYs death, any distributions made from the deceased participant's plan account
will be made net of any outstanding loan obligations. The amount of the outstanding
loan as of the participant's date of death will be tax reported as a distribution to the
participant or to the participant's estate as applicable.
Article XII. Future additions
Section 12.01 Future tax laws regarding plan loans will be incorporated into this loan
policy and the Promissory Note.
Article XIII. Enforcement
Section 13.01 Empower Retirement is required to enforce these rules. The loan policy-
and loan administration procedures have been developed to comply with the
requirements of Internal Revenue Code section 72(p) and the federal Treasury
regulations thereunder, as amended from time to time.
Article XIV. Public Record
Public Records
Nofinrithstanding any other language in this agreement to the contrary, and in
accordance with Sec. 119.0701, Florida Statutes, the Empower must keep and maintain
this Agreement and any other records associated therewith and that are associated with
the perFormance of the work described,therein. Upon request from the Village's
custodian of public records, the Empower must provide the Village with copies of
requested records, or allow such records to be inspected or copied, within a reasonable
time in accordance with access and cost requirements of Chapter 119, Florida Statutes.
Should the Empower fail to provide the public records to the Village, or fail to make them
available for inspection or copying, within a reasonable time may be subject to attorney's
fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under
Empower Re6rement Loan Policy 50
Govemment Markets
Sec. 119.10, Florida Statufes. Further, the Empower shall ensure that any exempt or
confidential records associated with this Agreement or associated with the performance
of the work described therein are not disclosed except as authorized by law for the
duration of the Agreement term, and following completion of the Agreement if the
Empower does not transfer the records to the Village. Finally, upon completion of the
Agreement, the Empower shall transfer, at no cost to the Village, all public records in
possession of the Empower, or keep and maintain public records required by the
Village. If the Empower transfers all public records to the Village upon completion of the
Agreement, the Empower shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Empower
keeps and maintains public records upon completion of the Agreement, the Empower
shall meet all applicable requirements for retaining public records. Records that are
stored electronically musf be provided to the Village, upon request from the Village's
custodian of public records, in a format that is compatible with the Village's information
technology systems.
Inspector General
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector
General has jurisdiction to investigate municipal matters, review and audit municipal
contracts and other transactions, and make reports and recommendations to municipal
governing bodies based on such audits, reviews or investigations. All parties doing
business with the Village of Tequesta shall fully cooperate with the inspector general in
, the exercise of the inspector general's functions, authority and power. The inspector
eneral has the ower to take w r
s o n statements re uire the roduction of records and
9 P � q p
to audit, monitor, investigate and inspect the activities of the Village, as well as '
contractors and lobbyists of the Village in order to detect, deter, prevent and eradicate
fraud, waste, mismanagement, misconduct and abuses.
The Plan AdministratoNEmployer hereby authorizes Service Provider to implement
participant initiated loans based on the Loan Policy outlined above.
Authorized Plan AdministratoNEmployer Signature Date
Empower Retirement Loan Policy 50
Govemment Markets
V
-���
EMP09NER
n�ria�r�eri �
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
RECORDKEEPING SERVICES AGREEMENT
Employer shall mean the Plan Sponsor or Plan Administrator, as dictated by the context.
Employer retains Great-West Life & Annuity Insurance Company (hereinafter referred to as
"Empower'), a corporation with its home office in Greenwood Village, Colorado, and/or any
successor, assign or affiliate, to perform the services described in this Recordkeeping Services
Agreement ("Agreement"), in accordance with Employer's defined contribution plan (the "Plan")
estabiished pursuant to Internal�Revenue Code of 1986 as amended ('Code") Section 401(a),-
401(k) or 457(b). "Empowe�` and "Empower RetiremenC refer to the products and services
offered in the retirement markets by Great-West Life 8� Annuity Insurance Company and its
subsidiaries.
The Agieement shall include this base Agreement as well.as the aftached Schedule of Services
and a'separately executed fee schedule or fee proposaf ("Fee Schedule").
1. Services Provided by Empower under this Agreement
a. Empower will provide the services to the Plan(s), as set forth in the Schedule of Services,
as a nondiscretionary�service provider directed by Employer in compliance with
applicable laws and regulations. Employer acknowledges that the se[vices of Empower
are ministerial and do nof involve the exercise of any discretion that woold cause
Empower to be a fiduciary or Plan Administrator as defined underthe Code, or the
Investment Advisors Act of 1940, or state law, as spplicable. The parties agree that
purchases and sales of securities at the, direction of Plan Psrticipants will be effected
through GWFS Equities, Inc., a brokeddealer a�liate of Empower. InsUuctions for the
purchase, sale, exchange or transfer of shares on behalf of the Plan shali be transmitted
to GWFS Equities, Inc. for processing.
e. Empower's agreement to provide any, or all, of the services set forth in this Agreement,
per the attached Schedule of Services, is contingent uPbn timely receipt of all information
Empower deems necessary to support such services(sj. Empower may prbvide specified"
additional services as Employer and Empower may agree upon in writing from time to
time as described in the Schedule of Services and Fee Schedule_ If Empower pertorms
any additional service(s),:Employer agrees to pay the fees applicable to.such service(s).
II. Responsibitities of Employer under this Agreement
Employer, a designated employee, or a third party named in the plan document (other than
Empower or one of its affiliates) will be the "Plan Administrator" and named "fiduciary" for
purposes of the Code, if and as applicable. Employer is solely responsible for ensuring the
Piao(s) is qualified and is being operated in accordance with all applicable laws. If this Plan is a
continuation of a prior plan, Employer represents that this Plan does not offer benefits that are
more restrictive than the prior plan and that Employer andlor any service providers for the Plan
administered such Plan in accordance with applicable law and with the Plan provisions as
written and any changes required by law. Employer acknowledges that it has its own tax and
legal counsel to provide guidance with respect to the Plan and its operation,
i .
�SA for Vill�gc ol'Tcqucsta �157 _ 10.31.16
�''���� `
��
EMPOWER
R�r�ae�Er��
Employer recognizes that Empower cannot effectively perform the services and that the Plan(s)
cannot operate successfully without Employer cooperation. Employer agrees to perform all
duties described in lhis document as well as any duties it undertakes pursuant to the terms of
, the applicable Plan and/or Trust documents.
A. Providin Necessa Information
9 rY
1. Employer or its designee, including any third parties retained by Employer, shall
provide all information necessary for Empower's performance of. the agreed-upon
services in a manner and format acceptable to Empower.
� 2. Each party agrees to bear its own interconnect transmission costs and to be
res onsible for its own acts and mi '
p o ssions telatmg to transmitting, receiving, storing,
securing and handling documents. Each party, at its own expense, shall use
commercially reasonable efforts to provide and maintain the equipment, software,
, Services and testing necessary to effectively and reliably send and receive electronic
documents. Employer acknowledges that Empower shall not hear any responsibility
for any penalties or.other costs incurred as a result of Emplqyer's failure to provide
such information in a timely or secure manner. Employer further acknowledges that
Empower may charge an additional fee, as disclosed in the Fee Schedule, if any'
necessary information is not provided in a timely manner or in a_format readily usable
by Empower. Employer agrees that Empower shall be entitled to fully rely upon the
accuracy and completeness of information submitted by a Participant, Beneficiary,
Alternate payee, Employer and Employer's designee, and that Empower will have no
duty or responsibility to verify such information.
3. Unless otherwise agreed to in writing; Employer agrees to make all Participant
eligibility determinations, enroll Participants th[ough enroilment forms signed by
�Employer and transmit all Participant enrollrnent information fo Empower.
4. Unless othenvise agreed to in.writing, upon the death of a Participant, Employer
agrees to provide Empower with the�name(s) of the Participant's beneficiary or.
beneficiaries: '
B. Remitting Contributio�s and Allocation Instructions
Employer agrees to remit initial and recurring contrib�tions elecVonically yia Empower's
, Plan Sponsor website, the Plan Service Center ("PSC"), oranother mutually agreed-upon
manner. Contribution checks or wires and paper allocation repoits will be accepted for
individual Participant quaiified rollover contributions antl for bulk transfers of Plan assets
from prior vendors, if applicable. Empower�reserves the right to charge additiorial fees as
disclosed in the Fee Schedule for certain nonstandard contribution formats. Employer
acknowledges that Empower reserves, the cight to either reject Contributions remitted via
ACH without p�oper proceeds or assess an additional processing charge, and Empower
reserves the right to reject all future ACH Contribution remittances from the Empioyer.
C. Fulfllling Plan Document Responsibilities
Employer has the sole responsibility to ensure that the Plan documents are accurate and
complete and that the Plan is being operated in accordance with its terms and applicable
law. If the plan document is not provided by Empower, Employer shall provide Empower
with a signed copy of the Plan document and all amendments to the Plan document
within thirty (30) days after such documenF and/or amendment is adopted.
,
SA for V.illage of'Tequesta 457 _ 10.31.16
� __ __ _ __ .__ _ ___
1 �
�V.
EMPOWER �
RE.TIREMEtJT
Employer shall be responsible for ensuring that any applicable notice and disclosure
requirements are being met in conformance with legal and regulatory guidelines.
D. Requirement to Appoint a Trustee
1. Employer has the sole responsibiliry to determine whether to appoint a trustee that
will provide trust services to the Plan. If Employer chooses to fund the Plan'
exclusively through a Great-VVest Life 8 Annuity Insurance Company group annuity
contract, if available, the annuity contracf may be used in lieu of a separate trust
� agreement, and the Employer will be considered the deemed Vustee. If a trust
agreement is used, the Employer agrees to have the trustee execute such agreement
and all other documents required to,establish and operate the trust.
2. . if Employec chooses a custodial or trust account, then the trustee or custodian must
be able to interface with the recordkeeping system in a"passive" role and all assets
must be transferred to the omnibus custodial bank account. Employer agrees to
- require the trustee or custodian to provide to Empower all information in the
possession of trustee ar custodian that is necessary for the performance of all
applicable duties in this Agreement.
3: :If Employer chooses to retain WeIIs Bank, N:A. ("Wells Fargo") to serve as a
Plan trustee or custodian, Employer agrees to execute anyand all documents
required to establish the trust or custodial account. If Employer, another entity or
named employees serve as trustee of the Plan and Welis Fargo does'not serve as
t�ustee, Employer agrees to enter into a custodial agreement or other applicable
agreement with Wells Fargo for the receipt of contributions.
4. �Employer acknowledges that any change to the trustee and/or custodial setup or
relationships during implementation may delay the Effective Date.
E. Monitoring Cont�ibutions and Approving Distributions .
1. Employer acknowledges its sole responsibiliry to monitor the amount and/or
timeliness of contributions made to Employer's Plan(s),
2. Uriless otherwise agreed to in writing, Employe� agrees to provide a signature _
authqrization for all requests for distribution allowed under the Plan.
F.. Selecting, Changing and Overseeing Investment Options
1. Employer is responsible fo� the selection of all investment options made available
under the Plan based on EmployePs independent evatuation or that of its registered
investment advisor, consultant or broker, as appiicable. Employer acknowledges that
the Effective Date of the Plan's transition to Empower may be delayed if there is a
� change in the investment option selections. As part of the recordkeeping services
provided by Empower to the Plan, the Plan's assets may be invested in a Great-West
Life & Annuity Insurance Company group annuity contract and/or an array of mutual
funds (such annuity contract and/or array of funds to be referred to herein as the
"Investment Program"). Empower may add, delete and/or replace available
investment options offered in the Investment Program with at'least sixry (60) days
written notice to the Employer or Ptan fiduciary. This notice shail explain the fund
change, communicate the timeline and effective date of the fund change, provide
�
SA for Village ofTequesta 457 _ 10.31.16
--
1
��
, EMPOWER
RETIREMEDiT
information on fees received by Empower or an affiliate from a fund company, and
explain the Employer's or Plan fiduciary's right to opt out of the change. Employer or
Plan fiduciary shall have approved such change unless Employer's or Plan fiduciary's
written objection is received by Empower within the sixty (60) day. notice period. If the
Employer or Plan fiduciary provides.written objection to Empower within the sixty (60)
day notice period, Empower will not make the fund change at issue. If the Employer
or Plan fiduciary objects to the fund change, Empower may terminate this
Agreement,. but will continue to provide services to the Employer or Plan fiduciary for
at least sixfy (60) days after the effective date of the funii change before the
cessation of services.
2. If Employer selects investment options outsitle.the Investment Program, Empower
may agree to record keep such options as part of its services under this Agreement,
subject to Empowers prior written approval.
3. If allowed with the Investment Program, Employer maq request an addition, deletion,
and/or replacement with respect to investment options available in the Plan.
Empldyer must proyicJe Empower wjth notice of the intended change sixty,(60) day.s
prior to the intended date of the fund lineup modification. Empower must confirm, in
writing, its ability to administer any requested fund additions, deletions and%or
replacements prior to these changes being implemented. Once Empower receives
notice.of such fund change request,, Empower will assess the Plan's pricing and the
selected funii company's administrative requirements. Empower reserves the right to
decline a fund change request if Empower is unable to administer the fund
requested. Additionally, Empower reserves the right to reevaluate and modify the Fee
Sctiedule as pait of the request, and the Employer acknowledges that such a request
could impact the fees paid by the Plan or Employer. The Employer shall provide
sufficient notice of the Plan's desired fund chan e to rovide Em ower with the
. 9 P P
opportunity to conduct the necessary review and to ensure that Plan participants can
be Provided with notification of.fund changes aE least 30 days prior to the effecfive
date of the �hange. If applicable, Employer agrees to cooperate with Empower to
create and. deliver all necessary participant communications, and acknowledges that
there may be an additional cost for such communications.
' 4: Jf an investment option offered by a third-party investment option provider and
selected by Employer is no longer a'vailable, Empower will notify Employer as soon
as practiceble after the third-pa investment o tion rovider notifies Em ouUer.
rtY P P P.
5. If Employer offers Plan investment option's thatare record kept outside of the
Agreement ("Outside.Assets"), Employer hereby instructs Empower to restrict any
and all t�ansfers between the Outside Assets and the Plan assets record kept under
tfiis Agreement. If Employer has selected a Great-West West Life & Annuity
Insurance Companq annuity product, Employer affirms thatany provision(s) of the
group annuity contract to the contrary are inoperable with respect to the Plan.
6. Employer acknowled.ges that prospectuses for the selected investment options, as
applicable, will be made available electronically through one or more websites
maintained by Empower or its a�liates (the "Websites").
G. Acknowledgement of Transfer Limitations _
Employer acknowledges that the Securities and Exchange Commission requires mutual
fund companies to establish procedures�to prevent market timing and excessive trading.
�
SA f'or Village of Tequesta 457 _ 10.31.16
�
1��
EMPOWER
RETIREMENT'
Employer hereby acknowledges receipt of and agrees to adhere to the terms and
conditions of the Procedures for Complying with Fund Company Market Timing and
Excessive Trading Policies attached as an exhibit to this Agreement, as amended from
time to time.
FI. Paying Fees
� 9. The initial Fees are as set fodh in the Fee Schedule, group annuity contract, if any,
or other document signed by the Employer.
2. To the ektent not paid by the Plan, Employer agrees to pay Empower for services
provided to the Plan.
3. Empower reserves the right to change its fees upon sixty (60) days' advanced written
notice to Employer.
4. All fees must be paid within thirty (30) days of Empower's invoice to Employer unless
�another arrangement has been pre-approved by Empower in writing. In the event any
charges or fees reasonably and properly chargeable under.the terms of this
Agreement, including the annuiry contract, Fee Schedule or other applicable
documents signedby Employer, remain unpaid for sixty (60) days, Employer instructs.
Empower to deduct such charges from the Plan and Employer affirms that the Plan
document•specifically allows such deduction from the Plan. Empower will notify
Employer prior to making this deduction and will continue to deduct eharges and fees
uarterl from the Plan until Em lo er rovides written instruc '
q Y tions to reinstate billin .
P Y P g
To fhe extent that the forfeiture or other Plan eccounts would not pey Plan expenses
under the Plan document or the Plan accounts are insufficient, Empower is instructed
to allocate such fees to the Participant accounts, and to the investment choices in
which the Participant accounts are invested, on a,pro rata basis using Participant
account and investment option balance ratios as of the date of deduction.
5. Other Payments:.Employer may.direct Empower in writing to deduct other legitimate
Plan expenses from the trust to the extenf Employer has determined that deduction is
specifically allowed by the Plan document and to remit to the party designated by the �
Errmployer. Employer.agrees to amend the Plan document, if necessary, to provide for
the payment of expenses from Plan : assets consistent with the foregoing.
6. Empower and/or one or more of its affiliates may receive fees from mutual fund
families and other investment providers for providing certain adminisVative and/or •
other services. Empower will prov.ide additional information upon request at any time
during the term of this Agreement including but not limited to, at the beginning of the
term of this Agreement and/or in the event a change to the Plan's Investment
Program is made as described in Section F.1.above.
IIi. General Provisions
A. Effective Date and Renewal
1. The Agreement shall be effective as of the Effective Date specified in the Signature
Page appended hereto.
. 2. Unless terminated in accordance with the applicable provisions of this Agreement,
this Agreement shall renew annually on the anniversary of the Effective Date.
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B. Notice
1. :Unless otherwise agreed in writing, the parties shall submit any notice, demand,
consent or other communication required or provided under this Agreement in writing
and either delivered personally, set by overnight delivery courier, or sent by certifed
or registered mail, postage prepaid, return receipf requested, to the representative
designated below. All notices shall be sent to Empower as set forth below and to the
. most current Employer and Trustee address on file with Empowec All notices sent.
shall be effective upon receipt.
2. If sent to Empower: Great-West Life & Annuity Insurance Company
Retirement Services division
Brent Neese, Senior Vice President
8515 E. Orchard Rd.
Greenwood Village, CO 80111
Cc: Great-West Cife & Annuity lnsurance Company
General Counsel
8515 E. Orchard Rd:
Greenwood Village, CO 80111
C. Counterparts �
This Agreement may be executed simultaneously by the parties hereto in one or more
separate counterparts, each of which', when so executed and delivered, shali be an
original, but all of which shall together constitute one and fhe same instrument. Eech
counterpart may consist of a number of copies hereof, each signed by less than all but
together signed by all of the parties hereto.
D. Bank CrediE Disclosure
Empower, or one of its affiliates, may earn credits andlor interest on Plan assets awaiting
investment or pending distribution. Any credits or interest earned by Empower are
� aggregated with credits and/or interest earned by Empower affiliates and will be used to
defray the agg�egate expehses for the maintenance of bank accounts. Empower will not
retain credits and/or interest earned in ezcess of such maintenance expenses, but any
such excess will.be retained by the bank. .
Credits and/or interest are eamed from the use of (i) uninvested contributions received
too late in the day or not received in good order to be_invested same-day and (ii)
proceeds from investment option �edemptions where Plan distribution checks have not
been presented for payment by Plan pa�ticipants. Credits andlor interest (i) begin to `
accrue on contributions on the date sucli amounts are deposited into fhe bank account
and end on the date such amounts are invested pursuant to Plan participant insVuctions
and (ii) begin to accrue on distributions on.the date the check is written or on the wire
date, as applicable,.and end on the date,the check is presented for payment or when the
wire ciears again the account, as applicable. Eamings of credits and/or interest are at the
rate the bank provides from time to time.
E. Error Correction
For purposes of this section, "Empower"�refers to Great-West Life & Annuity Insurance
Company and certain'of its affiliates. If Empower, as the recorclkeeper, makes an error
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that results in an investment transaction gain or loss, and it is brought to Empower's
attention within ninety (90) cJays after the Participant statement date following the
occurrence of the error, Empower will retroactively wrrect the error by putting the
Participant back in the financial position where the Participant would have been had the
error not occurred. However, if the Plan or affected Participant knew or should have
known of the erroc but failed to bring it to Empower's attention within ninety (90) days
after the statement date following.the occurrence of the error, the error will be corrected
prospectively. If a correction is made aC Empower's expense and results in a net loss,
Empower will bear the loss. However, if the correction results in an unintended net gain,
Empower will �etain the gain as compensation for services provided to the plan and to
defray reasonable expenses of tfie plan including offsetting net losses as described
above.
Under special circumstances, Empower,may consider an exception to the above and
make.a correction at Empower's expense. If Employer requests such an exception
based on the circuinstances identified, a correction will not be unreasonably denied,
� based on industry stantlards.
In no event will Empower be responsible for the expense of retroactive correction caused
by an error or miscommunication committed by a Participant, Employer, or otfier third
party. In such case, Employer shall instruct Empower how it wishes any resulting gain to
be allocated or loss to be funded.
Review of Reports. The Employer and` Participants are responsible fo� reviewing and -
monitoring reports regarding Plan activity, �transactions and investments to ver'ify that the
investments indicated in the reports proPerly reflect the investment instructions provided
by the Employer or. the investment elections made by Participants, as applicable.
Empower's performance of its obiigations under this Agreement shall be conclusively
p[esumed to be accurate unless the Employer or a Participant provides Empower with
proper notice of discrepancies.
F. Indemnification and Liability
Empower agrees to indemnify the Employer from and against any and all expenses,
costs, reasonable attomeys' fees, settlements; fines, judgments, damages, liabilities,
" penalties or court awards asserted by a third party (colleotiyely, "Damages'`) to the extent
resulting from Empower's breacfi of this Agreement, negligence, or wiliful miscqnduct.
Notwithstanding anything to the contrary herein, Empowershall;not be liable to Employer
for, and Employer will indemnify Empower from and against, any Damages resulting
from: 1) any acts or omissions undertaken at the direction of the Employer or any
authorized agent thereof; or 2) any dire�tion of any third party retained tiy the Employer
to provide services relating to ttie Plan, including but not limited to prior service providers,
investment advisors, or any authorized agent thereof.
Employer acknowledges that Empower, its affiliates, and their directors, o�cers,
employees and aufhorized representatives are not responsible for investment
pertormance of any Investment Options under the Plan.
G. No Liability for Actions of Prior Service Providers
Empower shall not be responsible for any Damages resulting from a prior service
provider's performance or non-periormance of services or from its ac6ons, inactions or
decisions, and Employer agrees to defend, indemnify and hold Empower harrtiless
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against all such Damages. Empower shall have no duty to verify the accuracy or
correctness of services performed prior to the Effective Date.
H. Public Records
Notwithstanding any other language in this agreement to the contrary, and in accordance
with Sec. 119.0701, Florida Statutes, the Empower must keep and maintain this
Agreement and any other records associated therewith and that a�e associated with the
performance of the work described therein. Upon request from�the Village's custodian of
public records, the Empower must provide the Village with copies of requested records,
or allow such records to be inspected or copied, within a reasonable time in accordance
with access and cost requirements of.Chapter 119, F/orida Statutes. Should tfie
Empower fail to provide the public records to the Village, or fail to make them available
for inspection or copying, within a reasonable time may be subject to attorney's fees and
costs pursuant to Sec. 119,0701, Florida Statutes, and other penalties under Sec.
119.10, Florida Statutes. Further; the Empower shall ensure that any exempt or
confidential records associated witfi tfiis Agreement or associated with the perForinance
of the work described therein are not disclosed except as authorized by law for the
duration of the Agreement term, and following,completion of the Agreement if the
Empbwer does not transfer the records to the. Village. Finaliy, upon completion of the
Agreement, the Empower shall transfer, at no wst.to the Village, all public records in
possession of the Empower, or keep and maintain public records required by the Village.
If the Empower transfers all public records to the Village upon completion of the
Agreement, the Empower shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements: If the Empower
keeps and maintains public records upon completion of the Agreement, the Empower
shall meet all applicable requirements for retaining public records. Records that are
stored electronically must be provided to the �Iiage, upon request from the Village's
' custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF EMPOWER NAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
, 119, FLORIDA STATUTES, TO IT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK,
REGORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, QR AT
Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA
33469.
I. Inspector General
Pursuant to Article XII of the Palm Beach County Cha�ter, the of the Inspector
General has jurisdiction to investigate municipal matters, review and audit municipal
contracts and other transactions, and make reports and recommendations to municipal
governing bodies based on such audits, reviews or investigations. All parties doing
business with the Village of Tequesta shall fully cooperate with the inspector general in
the exercise of the inspector general's functions, authority and power. l'he inspector
general has the power to take swom statements, requirelhe. production of records and to
audit, monitor, investigate and inspect the activities of the Village, as well as contractors
and lobbyists of the Village in order to detect, deter, prevent and eradicate fraud, waste,
mismanagement, misconduct and abuses:
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J. Dispute Resolution
1. Mediation. If there is a dispute arising out of or relating to this Agreement, the parties
will make a reasonable and good faith effort to negotiate between themselves• a
resolution of the matter. If the parties are unable to agree between themselves, and to
the extent that the parties are not legally barred from entering into mediation, the parties
shall endeavor to resolve any dispute out of or relating to this Agreement by participating
in non-binding mediation. The mediation shall be conducted by a private mediator agree
to by both Parties or, if the Parties cannot agree, by a mediator selected by JAMS
(Judicial Arbitration and Mediation Services) or another natfonally recognized
independent arbitration or mediation organization to which the parties mutually agree.
The'cost of any agreed-upon mediation shall be borne equally by the parties, and each
party shall pay its own expenses.
2. Litigation. If the dispute has not been resolved by non-binding mediation as provided
for in paragraph A above, wifhin ninety (90) days of the initiation of such procedure, either.
party may initiate litigation; provided, however, that if one party has requested tfie other
party to participate in mediation and the other party rejects the proposal to participate, the .
requesting party may initiate litigation before the expiration of the above period.
K. Governing Law
� This Agreement shall be construed and enforced in accordance with and governed by the
laws of the Employer's state of residence without regard to conflict of law principles.
L. Termination
This Agreement may be terminated by either party with sixty (60) days' advance. written
notice to the other party, unless Employer and Empower mutually agree in writing to a
shorter notice period.
1. Employer acknowledges that mutual fund investment options will be paid within
seven (7) calendar days following the termination date. Jnvestments held under other
contracts will be transferred in accordance with the terms of such contracts.
Employer hereby instructs:Empower to deduct any and all outstanding expenses and
fees owed to Empower from Plan assets on the termination date, unless paid by
Employer.
�
2, .Upon termination of this Agreement, Einpower will cease to provide services, and will
have no further liability for such services. Employer acknowledges that after the
termination of. this Agreement, Employer will be responsible for performing all actions
required to be taken with respect to the Plan, including but not limited to: performing
applicable compliance testing an.d processing of contributions, loans and
distributions, and the distribution of forms to Participants.
Upon notice of termination, Employer may request in writing that Empower provide ,
Employer, or a designated successor service provider, with Plan data and other
information residing on Empower's recordkeeping system in Empower standard
format or otherwise readily available as determined in the sole judgment of Empower.
Empower will work with Employer and any successor service provider in a
reasonable manner as any such transition is made. Employer will promptly reimburse
any fees, costs or expenses incurred by Empower in connection with the provision of
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such records and other information in excess of Empower's standard format.
Employer agrees to assist Empower to facilitate such distributions.
3. If the Plan terminates, Empower may utilize any procedures promulgated by the
U,S. Department of Labor, if applicable, or other applicable regulatory agencies for
abandoned.or orphaned plans, including the facilitation of distributions to
Payees and any other required plan termination requirements.
M. Survival
The_provisions of the following sections shall survive the termination of this Agreement: �
Paying Fees; Indemnification and-Liabiliry; No Liability for Actions of Prior Service
Froviders; Dispute Resolution; Goveming Law; Termination; Survival; Severability; third-
Party Beneficiary RigMs; Affiliates, Agents and Subcontractors,'Force Majeure; Records
Retention; Intellectual Property; Confidentiality; Pridacy; and Wetisites.
N. Modification, Waiver and Consent
1. Except as othenxise provided in this Agreement, no modification or waiver of any
' provision of this Agreement and no consen4 by either party to any deviation from its
terms by any other party shall be effective unless such modification, waiver or
consent is in writing and signed by all parties. For purposes of this section of this
Agreement, writing signed by the parties shall be deemed to include electronic mail
transmissions only if such transmissions include PDF or Qther fecsimite transmissions
ofearly reproducing the manual signatuce of an officer of each party who is authorized
to execute an amendment of this Agreement and specifcally referencing this section
of this Agreement. Any Empower policies that are attached to this Agreement as
exhibits may be modified by Empower at any time, and.will be provided by Empower
to Employer in their updated form_ •
2. The modification, waiver or consent shall be effective only fo� the period, on the
conditions and for the specific instance and purposes specifed in such writing..
3. .Mutually agreed-upon, written modifcations which alter the:terms of the Schedule bf
$ervices or the Fee $chedule or Fee Proposal may be reflected in a new'version of
such document, which will, be produced by Empower and made available to
Employer, and which shall replace all prior versions of such:document(s)..
4. Failure of either party to insist on sfricf performance of any of the terms and
conditions herein shall not be deemed a wiaiver of any rights or remedies that either
party shall have a.nd shall not be deemed a waiver of any prior or subsequent default
of the terms and conditions hereof. �
O. Binding Effect and Entire Agreement
1. l'his Agreement shall be binding upon and inure to the benefit of each of the parties,
theirsuccessors and permitted assigns provfded, however, that neither party may
assign its rights or obligations hereunderwithout the other party's prior written
consent except as specified in fhe "Affiliates, Agents and Subcontractors" section.
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2. This Agreement, including the Schedule of Services, Fee Schedule or Fee Proposal, ,
and any amendments thereto, and all Section5 attached to and made a part of this •
Agreement, are intended by the parties as a final expression of their agreement and
as a complete and exclusive statement of its terms. No course of prior dealings
between the parties shall be relevant or admissible to supplement, explain or vary
any of the terms of this Agreement. No other representations, understandings or
agreements have been made or relied upon in the making of this agreement other
than those specifically set forth herein.
3. This Agreement supersedes any and all prior Agreements covering the services to
, tie provided to the Pfan(s) executed or entered into prior to the Effective Date of this
Agreement.
P. Severability
If any word, phrase, paragraph, provision or section of this Agreement shall be held,
declared, pronounced or rendered invalid, void, unenforceable or inoperative for any
reason by any court of eompetent jurisdiction, go.vernmental authority, statute or
otherwise, such holding, declaration, pronouncement or rendering shall not adversely
affect any other word, phrase, paragraph, provision or section of this Agreement, which
shall otherwise remain in full force and effect and be enfo�ced in accordance with its
terms.
Q. Authorized Persons
Employer will provide Empower with the names of the person(s) authorized'to give
instruc6ons on Employers behaif inrith respect to the Plan and/or to provide documents,
materials and informatibn on Employer's behalf with respect to the Plan(s). In performing
services hereunder, Empower shall be entitled to rely upon the instructions, documents,
materials and information furnished by such person(s) or by any other person reasonably
believed by Empower to have fhe authority to fumish instructions, documents, materials
and information�with respect to the Plan on Employer's behalf.
R. Independent Contractor
Empower shall function as an independent contractor for the, purposes of this Agreement
and shall not be considered an emPloyee of fhe Employer for any purpose. Nqthing in
this Agreement shall be interpreted as authorizing Empower or its agents and/or
employees to act as an agent or representative for or on behalf of the Employer, or to
incur any obligation of any kind on the behalf of the Employer.
S. Legal and Tax Advice
The compliance and other services provided by Empower are administrative in nature.
Nothing in thisAgreement is intended to constitute legal or tax advice from Empower to
Employer, or to any other party. Under no circumstance will Empower provide legal or tax
advice to the Employer, Plan, Plan fiduciary or Participants, All issues should be
reviewed and discussed with Employer's legal counsel andlor tax adviser.
T. Third-Party Beneficiary Rights
This Agreement is solely for the benefit of the parties hereto and thei� affiiiates and is not
intended to confer any rights or remedies upon any other person.
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U. A�liates; Agents.and Subcontractors
Employer hereby acknowledges and agrees fhat Empower may assign any interest in this
Agreement to and will utilize the services of any affiliate within its controlled group to
perform any services of this Agreement. Empower may perform any of the services
described in this Agreement through�agents, vendors, suppliers and/or subcontractors
seleeted by Empower. Empower's retention of any agent orsubcontractor will.not,
however, constitute an assignment of any of Empower's rights or relieve Empower of its
obligations hereunder. Notwithstanding anything contained in this Agreement to the
contrary, in no event will Empower's vendors, subcont�acfors oc third-party suppiiers have
any liability to Employe� or the Plan uniier or in connection with this Agreement or the
seNices rendered hereunder.
V. Force Majeure
Neither Empower nor Employer shall be:liable to the other for any and all losses,
damages, costs, charges; counsel fees, "payments, expenses or liabifity due to delay or
'interruption in performing its obligations hereunder, and without thefaulf o� negligence of
such party, due to causes or conditions beyond its control, including, without limitation,
(abor disputes, riots, war and war-like operations incfuding acts of terrorism; epidemics,
explosions, sabotage, acts of God, civil tlisturtiance, governmental restriction, -
transportation problems, failure ofpower or other utilities including, phones, internet
disruptions, failure of supplies or subcontractors fire or othercasualty, natural disasters
or disruptions in orderly trading on any relevant exchange or market, including disruptions �
• due ta extraordinary market volume that;result in substantial delay in receipt of correct
" data, or any other cause that is beyond the reasonable control of either party.
W. Record Retention
Empower shall retain all records in its custody and' control that are pertinent to
pertormance under this Agreement in accortlance with its record retention policy, as
amended from time•to time. Empower shall make such records available to Employerfor
inspection and reproduction upon Employer's.reasonable request and
at Employer's expense.
X. Intellectual Praperty ,
As between the parties hereto, Empower and its a�liates shall own all materials, .
documentation, user guides, forms, templates, business methods, trademarks,
tradenames, logos, Websites, software, �coinputer codes, domain names, text, graphics,
photographs, artwork, interfaces and othec information or material provided by Empower
- or its affiliates hereunder (collectively, the "Emnower IP"). The term "Empower IP" shall not
include Employer Data (as defined•tielow).; Empower'grants to Employer a nonexclusive,
non-transferable and non-sublicensable license to use the Empower IP during the Term
solely for purposes of using Empower's services hereunder and 'subject to the terms and
conditions set forth in this Agreement. All �ights with respect to the Empower IP not
specifically granted hereunder are reserved by Empower.
As between the parties hereto, Employer sfiall own all materials, data. Vademarks,
hadenames, logos and other information provided by Employer or otherwise made
accessible by Employer via the services or in connection with the use or oPeration of the
services (collectively, the "Employer Data"). Employer Data does not include data and
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information in the form supplied by Empower. to Employer. Employer grants to Empower
a nonexclusive, nontransferable and non-sublicensable license to use the Employer Data
in connection with its provision of the services and as permitted in this Agreement.
Employer grants Empower a limited, revocable right and license to use 1he trade name,
logo or trademark owned by the Employer ("Employer Trademarks") in materials created
by Empower for the purpose of promotion,, advertisement or prospecting for new clients,
including, without limitation, any media releases, Requests for Proposals and sales
presentations, providing that Empower agrees to attribute the ownership of the Employer
Trademarks to Employer as paR of the use. Upon termination of this Agreement,
Empower agrees to return to Employer or de5troy (to the extent practica6le) any
Employer Trademark materials and cease the use. of materials containing Employer
Trademarks, except for materials retained by Empower pursuant to its record retention
. Policy. "
Y. Confidential information
• 1. In order to perform the services, both perties may have access to certain information
of the other party, including, without limitation, trade secrets and commercial and
competi6vefy sensitive information. of the party related to business methods or
pracGces; and, proprietary software or Websites of the party; and, other information
, of the party that the party marks as Confidential from time to time ("Confidential
Information"). For the purpose of clarity, any software or Website supplieil by
Empower ("Empower Software") is Confidential Information of Empower. The parties
mutually agree to hold all Confidential Information of the other party in confidence
using it solely forttie purpose of performing or receiving services under this
Agreement and shall not disclose any Confidential Information of the other party to
anyone except the parties' a�liates, subcontractors, and respective personnel as
may be required to perform such services, Each party agrees to return the other
party's ConCdential Information once it is no longer required for the purpose of
performing or receiving the services or destroy such Confidential Information if so
instructed by the other party, provided that Empower shall not be obligated to desVoy
copies of Confidential Informa6on that would be commercially impracticable to locate
and destroy (such as information contained on archival systems), and provided
further that Empowec may retain copies of Confidential Information as required per its
�ecords retention policy. Confidential Information shall noPinclude: information which
is otherwise in the public domain through no action of the nan disclosing party; or
informaUon which is acquired by the party from a person other than the other party or
its agents without any obligation of confidentiality; or information which is known by or
independently developed by the party prior to the Effective Date of this Agreement as
� demonsfrated by written or other legally competent evidence.
2. I,n the evenka party makes an unauthorized disclosure or use of Confidential
Information of the other party, o� receives notice that it will be required to make a
legally required disclosure of the other paRy's Confidential Information, such party
shall notify the other party of the disclosure as soon as reasonably practicable. In the
event a party is legally compelled to disclose Confidential Information, it shall notify
the other party and cooperate with any efforts by such pa.rty to obtain protective
treatment of such Confidential Information to the extent permitted by law. Both parties
acknowledge and agree that failure to comply with this section may cause irreparable
harm to the party whose Confidential Information is disclosed and accordingly agrees
that any court having jurisdiction may enter an order for equitable relief, including an
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injunction or an order for specific performance in the event of actual or threatened
breach of any of these confidentiality provisions by either party.
Z. Privacy
1. Empower and Employer agree to maintain and hold in confidence all Nonpublic ,
Personal Information ("NPI") received in connec8on with the performance of services
under this Agreement. NPI includespersonally identifiable financial information as
defined by Title V of the Gramm-Leach-Bliley Act. Empower will not use or disclose
NPI to any third party, other than affiliates, regulators, auditors, and services �
providers,.without Employer's.express written consent, except as permitted or
required by law. Any third party. service provider retained by. Empower that has
access to NPI shall agree in writing to be bound by confidentiality and non-disclosure
provisions to use sUch NPI only in connection with the provision of services
hereunder. Empower's current Frivacy Notice is attached to this Agreement as the
Privacy Notice Exhibit. By executing this Agreement, Employer acknowledges receipt
of said policy. Sucfi policy shalf be updated periodically by Empower. EmPower shall
implement and maintain during the term of this Agreement technical, organizational
and security measures and practice's that are intended to: (ij maintain the security
, and confidentiality of the NPI; (ii) protect against reasonably anticipated threats or
hazards to the security or integrity of the NPI; and (iii) protect against reasonably
an6cipated unauthorized access, use,'modification; disclosure or destruction of the
NPI.
2. Employer hereby agrees that general Plan information which does not contain NPI �
may be used by Empower in respon5e to Requests for Proposals_and other
publications and presentations.
3. For purposes of Rule 14(b)-1 and Rule 14(b)-2 of the Securities Exchange Act of
1934, as amended from time to time; Employer hereby authorizes Empower, and/or
(ts affiliates and services providers, to provide the name, address and share position
' of the Plan with respect to any class'of securities registered under the Investment
Gompany Act of 1940 when requested by such SEC registrant for purposes of
shareholder meetings. The above-referenced Rules prohibit the requesting 3EC
registrant from using.the Plan's name and address for any purpose other than
corporate communications of the typ'e contemplated under the Rules.
AA. Website Services
Empower may, as set forth in the Schedule of Services, host, maintain and provide
certain information on a website or websites (the "Website "Services") for one or more of
the following purposes: 1) access by Plan participants to their account information and
irivestment information, and 2) access by Employer personnel for administrative
purposes in connection with maintenance of the Plan. In the event Website Services are
provided to Employer, Employer agrees to the following terms and conditions;
1. Employer will not remarket or redistribute the Website Services or make any portion of
the Website Services available to any third party, except its Plan participants and
administretive personnel for use in connection with the Website Services. Employer will be
solely responsible for (a) maintaining all communication links, appropriate network and
information security measures and other hardware, equipment andlor services necessary
to access the Website Services, and (b) protecting the security and integrity of any user
identifiers and passwords issued to Employer hereunder and for any activity under such
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passwords. Employer acknowledges and agrees that terms and conditions set forth on the
website will be binding on users of the website. Employer will not (x) modify or reverse
engineer any website, (y) remove o[ obscure any proprietary notices (from any Empower IP,
and/or (z) sell, assign, rent, loan, or otherwise transfer or make available any Empower IP to
any third party, provided that Employer may make Empower IP available to its Participants and
Plan advisors as needed o
t use the services hereundec Employer will comply with applicable
laws and regulations in connection with use of the Website Services. Without limiting the
foregoing, Employer will not use the Website Services to fransmit any information (i) that
is unlawful, abusive, intrusive on anothers privacy, harassing, libelous, defsmatory,
6bscene, threatening, violates third party rights or is,otherwise objectionable, or (ii) that could
impair the Website Services or any other"party's use the�eof. Empower may terminate any
user passwords involved in any breach of this Article.
2. Employer acknowledges that transmissions through the internet are inherently
unsecure, that virus protection software, firewalls and other security measures are not
foolproof, and that the Website Seryices and their content are not invulnerable to fraud or
hacking. In addition, Employec acknowledges that Empower. shall from time to time
perFbrm sclieduled or emergency repairs on the websites and that sucfi activity, or other
circumstances beyond Empower's reasonable control, may cause the Website Services
to be unavailable or delayed. EMPOWER DOES NOT GUARANTEE {I) Tl-1AT
INFORMATION AVAILABLE THROUGH l'HE SERVICES CANNOT BE HACKED,
TAMPERED WITH, OR MALICIOUSLY ACCESSED BY THIRD PARTIES; (II)'THAT THE
WEBSITE SERVICE5INILL BE VIRUS-FREE; OR (III) THAT THE WEBSITE SERVICEB '
V111LL BE ERROR-FREE OR WILL BE AVAILABLE AT ALL 71MES. EMPLOYER
AGREES THAT EMPOVVER SHALL NOT BE LIABLE FOR ANY SUCH DELAYS.OR
DOWNTIME IN THE WEBSITE SERVICES OR FOR ANY VIRUS OR
MALICIOUS ACCESS TO THE SERVICES BY THIRD PARTIES, PROVIDED THAT
EMPQWER HAS IMPLEMENTED AND MAINTAINED SECURITY FEATURES WITH
RESPECT TO THE WEBSITES SERVICES THAT ARE CONSISTENT WITH
COMMERCIALLY REASONABLE INDUSTRY STANDARD$.
BB. Unciaimed Property
With tespect to any. unclaimed property, Empowers standard policy is to follow state
unclaimed property regulations and escheat assets in those accounts to the Plan or
Participahf's state of residence based on EmpowePs records. By executing this
Agreement, Employer acknowledges. and agrees that this standard policy wiil be applied
to any unclaimed p�operty associated with.the Plan. However, Employer may direct
Empovuer, in writing, to treat the Plari's unclaimed property in.a manner: If
Employer directs Empower to dispose of, such assets in any manner that differs from or is
inconsistent wiUi Empower's standard policy, Employer understands and agrees (a) that
it is solely responsitile for (i) determining whether any assets in those accounts are
payable to any State oc otherjurisdiction,under applicable escheat or unclaimed property
iaws; (ii) issuing proper instructions to Empower and the Trustee (as applicable) as
to disposition of such assets; and (b) to Fiold harmless and to indemnify Empower and its
a�liates, directors officers, agents and employees (the "indemnified party") from and
against any arid all expenses, costs, reasonable attorney's fees settlements, flnes,
judgments, damages, penalties o� court awards acfually incurred in connection with any
claim by a State or other jurisdiction regarding unclaimed property, property subject to
escheat or other simifar laws in connection with the Plan. These obligations are in
addition to any other obligations Employer may have under this Agreement.
IS
SA for V illage of Tequesta 457 _ IU.31. I 6
I �
..1
��
EMPOWER
RETIREMEN7
Exhibits Attached
• Procedures for Complying with Fund Company Market Timing and Excessive
Trading Policies
■ Business Continuity Pians •
■ The Empower Family of Companies Privacy Notice
16
SA for Village of'I'equesta A57 _ 10.31.16
EMPOWER
R'cTtRr�dEM� �
Procedures for Complying with Fund Company Market Timing and Excessive Trading
Policies
The prospectuses, policies and/or procedures of certain fund companies require retirement plan
providers offering their fund(s) to agree to restrict market timing and/or'excessive.trading .
("prohibited trading") in their funds. The following procedures describe how we, as your
. recordkeeper, will comply with fund company insVuctions designed fo prevent or minimize
prohibitecl trading. '
Various fund companies instruct intermediaries to pertorm standardized trade monitoring while
olfiers perform their own periodic monitoring and request trading "reports when they suspect that
an individual is engaging in prohibited t�ading. If an individual's trading activity is determined to
constitute prohibited trading, as defined by the applicable fund company, the individual will be
notified that a trading restriction will be implemented if prohibited trading does not cease. (Some
funds may require that trading restrictions be implemented immediately without waming, in which.
case notice of tfie restriction will be provided to the individual and plan; if applicable). If the
individual continues to engage in prohibited trading, the individual will be restricted from making
transfers into the identified fund(s) for a specified time period, as determined by the applicable .
fund company. Individuals are always permitted to make transfers out of the identified fund(s) to
other available investment options. When the fund company's restriction period has been met,
the individual will automatically be allowed to resume transfers into the identified fund(s).
Additionally, if prohibited trading persists, the fumd company may reject all trades initiated by the
plan, including trades of individuals who have not engaged in prohibited trading.
Note: certain plan sponsors have or may elect to implement plan level restrictions to prevent or
minimize individual prohibited trading. To the extent that such procedures are effective, we may
not receive requests for information from the fund companies or requests to implement the
restrictions described above.
10I16/07
n
SA for Villagc ofTcquesta 4�7 _ 10.31.16
Business Continuity Plans
GWFS Equities, Inc., a subsidiary of Great-West Life & Annuity Insurance Company and affiliate
of Great-West Life 8� Annuity Insurance Company of New York" ("the Company"), maintains a
comprehensive business continuity plan designed to respond reasonably and effectively to events
that lead to significant business disruption, such as naturel disasters, power outages, or other
events of varying scope. This pian defines critical functions and systems, altemate work -
locations; vital books and rec.ords, and staff resources, and provides for the conEinuation of �
6usiness operations with rriinimal impact, depending on the severity and scope of the disruption.
The plan is reviewed and tested no less than once annually to ensure that the information in the
plan is kept current and that documented recovery and con6nuity strategies adequately support
its business operations. Of utmost importance to the plan is the ability for customers to maintain
access to securities accounts and assets in those accounts.
In the event that one of the CaII Centers or bacli office operation facilities becomes unavailable
for any reason, calls would be re-routed to one of the firm's alternative call center or operations
facilities..
In the event of a significant business disruption to the pnmary office and/or data center, access fo
customer accounts wiil be provided via the Company's Web site and voice response system,
operated.from an alternative data center. Customer Service will continue to be provided by re-
routing telephone calls to a Call Center located in one or more alternative sites located outside of
the region. '
While no contingency plan can eliminate the risk of business interruption, or prevent temporary
delays with account access, the firm's continuity pl.an is_intended to mitigate all reasonable risk
and resuine critical business operations within 24 hours or the next tiusiness clay, whichever is
later.
' Record keeping and administrative services are provided by Great-West Life & Annulty
Insurance Company, and in New York, Great-YVest Life,& Annulty Insurance Company of
New York, or one of its subsidiaries or affiliates. Securities offered in your.account may be
offered fhrough another broker/dealer firm ofher than GWFS Equities, Inc., a wholly owned
subsidiary of Great-West Life & Annuity Insurance Company: Please contact your
investment provider for more information if needed.
This disclosure is subject to modification at any time. The most current version of this
disclosure can be found on the Web site or can be obtained by reyuesting a written copy
by mail.
BCP - GWFS Customer Nolice (Ed. Sept. 2012)
.
Priv�cy Notice
" Tlie Great-West Family of Companies and ihird-party
The Greot-If�est Fuwily oj ConrpAnies service providers we hire: may use cookies in online
includes: adycrtising. We do not share personally identifiable
Great-West Life �C Annuity Insurance inFormation about our customers with these diird-
Company pnrfy service providers, and they do not collect such
, The Great-West Life Assurance Company (US inFormation for us. These Uiird-party service
operations) - providcrs help us determine which •products and . �
Great-West Life Rc Annuity Insurance • services offered by the Grea[-West Family of
Company of New York Companies may be. of interest to you. These service � �
Great-West- Financial Retirement I'lan providcrs may collect information aboul your activity
Services, LLC on oue wcbsites using cookies and other technologies . • �
Advised Assets Group, LLC to analyzc, for e�ample, pa�es visired, seacch engine ,
G1NFS 6quities, Inc.' referrals, browsing patterns, and responses to
- The Canada,Life Assurance Company advertisements and. pr.omotions. Such service - �
� • (U$ operations) providers may �only collecc and use such information ` -
' Emjay Corpocation - � for purposes specificd by us and not for their own
- Empo�var Refirement" purposes. Third-party advertising companias may use
FASCore, LLC, , these cookies to optimize the placement by the. Graat-
Great-West'Life,R Annuity Insurence •West Family .oF Companies of our online ,- '
Company of Soutl� Carolina adv�rtisements on unaffiliated websites. We do not
� Great-Wast.Capiial Mana�ement, LLC ' share personally identifiable inFormation about our
Great-West Funds, Inc. customers �vith these third-party se[vice providers,
Grent-West Trust Company, LLC and'they do not collect such information for'us.
Westl:in Properties Ltd. You can refuse or delete eookies: Most,browsers and
, mobile devices offer their own scttings to mana�e
GWFS Equities, fnc. is a Member of cookies. Ifyou refuse 5 cbokie when accessin� one of
the Securities 'Imesfor Protection die G�eat-WesrFamily ofCompanies' websites, or if
'Corporation ("SIPC"). You may obtain you delete cookies; you may experience some
inFo�mation about SIPC, induding Hie inconveiiience in your use of ou� websites. For
S1PC brochure at: eaample, you may not be able to sign in and access
Securities. Investor Protection your account, or we may not be able to recognize yau,
� Corporatioq . your d�vice, oc your online preferences.. .
� 805. ISdi Strcel; N.W._ Suite 800
Washington, D.C.20005-2215 (nforniation We Collect. We coHect and store
EmaiL• as4siac@sipc,ore Tel; (202):i71- information. ]t_comes from fomis thac you complete.
8300 when you access ou� websites, from tiusiness you'
Information about SIPC is also available have conducred witti us and other arties we do
at ww�vsinc.ore. . p
, - business, with, �end from consumer. and insurance. ,
�" Empower Retirement refers to the products and reporting companies.
_ • services offered in the retirement markets � by
- Great-West' L,ife R: Annuity lnsurance Company, 5ecuriEy.of Yopr InformaHon. We have physical.
Great-West Gife Sc ilnnuity Insurance Company ailministrative, and teohnical safeguards in place to
, of New Yotk; and their subsidiaries and protect your privacy. �
affiliates. . .
Access to Information. The only persons avho have .
Ou� Websites. When you visit our websires, we access to, your records are ,those who need it for
may collect technical 5nd navigntional business reasons. `
information, �such as device q�pc, browser type; '
[ntemet pratocol address, pages' visited, and Qur Information Sh�ring Proctices. We limit the
average timc spent on the �vebsites. We use this information we share and die Parties we sliare it with.
information for a variety of purposes, such as We share your infoi�nation to help you.do business
maintaining�the sccurity of your online session, witli us. What we share depends on the types of
online advertising,. facilitatin� site navigation, Products or services you request. As we are only
improving our websites' desi?n and Permitted to sltare your information in ivays dascribed
functionalities, and ersonalizin our �n this� notice. the Great-West Fumily of Companies
esperience. Additionally, we use temporary do not respond to "do not trach" signals or similar
ancUor persistent cookies, web beacons and digital. privacy mechanisms. For esample, we may
other similar technolo�ies ("conkies") to support share inf'ormation:
the operation ,of the Great-West Family of • from business forms that you complete (such as
Companies' websites. your name, address, SSN, plan or ID number,
Cookies are test files thaC are placed by a elient assets and incortie from your application)
server onto llic bro�vser of a visifor to a website. . about your business with us, or others (such as
Tliese files are harmless t� your computer, and your policy or contract coverage and 6enefits
storc navigalion information as you move and payment history)
throughout the website. Tfiese cookies help us to . about your relationship with us (such as the
collect information aboul visitors to our protlucts or servlce5 you purchased)
websites. We also use cookies for security
purposes and to personalize your expericncc, • from your employer, benefit plan sponsor, or
such as customizing your screen layout. On thcir group product (such as your name, address,
own cookies do not conlain or reveal any SSN, plan or ID number and age)
personally identifiable information. However. if • from consumer and insurance repocting
you choose lo fumish us with personally organizations (such as your credit, financial or
idcntifiable information, this information can be health history; please note, these organizations
associated wilh the data collec[ed using the may retain information provided to us and
cookies. disclose it to others)
• from otFier third parties (such as health and
Revised OA/2015 (standard = GA) demogrephic Information)
•� from visitors to our websites (such as
information you provide online 6y completing
forms, site visit data "cookies")
Sharing of Hcalth. Information. We �von't sharc
your licnith information, unless such sharing is
permitted or required by law. For a description of how
we share your health information, please contact our
Privacy OCficer at the address noted 6elow.
Sharing Information with Othcr Purtics. You may
permit us to share your information,with other parties.
Your information may be shared without your consent
with our afliliates and other third panies if permitted
by law. We do not.share your inl'ormation for any
purpose that requires areopt-in or opt-out.
Our affiliates are listed and include, but are not
limited to, our broker- dcalers and ourtrust company.
Your information may �e shared to serve you better or
tb make it easier for yau to do business with us.
We may also share your information with vendors
and financial institutions. Vendors perform services
for us sucl� as processing vansactions. Financial
institutions sucli as banks have markeling agreements
witli us. We have agreements with lhese parties
requirin� them to protect the privacy of your
inforniation. They are not allowed lo use thc
information other than as specified or permitted by
law.
Other disclosures that may be made without your
consent include: .
.
• To detect or prevent fraud & other criminal
activity;
• To a medical professional for- eligibility or audit
� purposes;
• In response to a question from a government
agenty;
• For purposes otherwise permitted or required
- . by law;
• In response to a.subpoena or cburt order;
� • To a group policy holder to report claims
experience or for an audit;
• In connection, with, a sale or merger of all or
part of our business;
• To a government. agency to determine your
� eligibility for be�efit5 they may have to pay for;
• To" a peer review coMmittee to evaluate a
medical professional;
• To a certificate holder or policyholder to
� Provide information about the status of a
trensaction.
Our Trentment oT Informi�tion about
Formcr Customcrs. .If ;our relationship
' ends., wc will not share your information
with third parties. except as the law
requires or permits.
Access to Information. You may access
your information by submitting a written
� request that describes the inf'onnation. We
will respond �vitliin,i0 business days ar as
required 6y state law. Our �esponsa will
erplain the nature and substance of thc
infonnAtion, on record.. 14e will identi,fy,
if rewrdcd, the partics ti4e sliared your
information with over the (as12 years..
Right to Corrcct, Amend or Deletr
Informntion. You may submit a tivritten
request to us to correct, amend or delete
� any information in our records. We will
respond to your request �vithin 30 business'
days or as reqaired by state law.
lf wc agree to your request, we will notify
you in writing, We will provide the
corrected infonnation to any person you
identify that has received the inl'ormation
in the last 2 years and to any insurance
reponine, organization ive may have
provided the information to over.tlie lasl7
� years. If we refusc your request, we will
explain why nnd you will have the riaht to
file a statement. of disacreement.
We reserve the right to revise this policy
as necded. If chan�es are made, we'll send
vou a revised notice and post the ne�v
policy on the �vww.sreatwest.com
websitc.
Chicf Privacy O(ficcr
� Great-West Life S Annuity Insurance
Company
8535 Gast Orchard Road
Greenwood Village, CO 801 I I
Schedule of Services
Services provided by Empower
A. Recordkeeping Services
Core Services: •
Tfie following services are core recordkeeping and communication services available to
all plans.
lmplementation Services:
.
Empower will provide the followinq conversion services arior to the receiut of
assets:
• Gathering initial plan information;
• Coordinating conversion assets from a prior service provider;
• Reconciling plan a.ssets;
• Loading records onto the recordkeeping system; and
• Assisting Employer's payroll o�ce or payroll vendor to process the next
scheduled payroll to Empower on or after the implementation period.
• Provide sample plan documents.
Impfementafion Period:
Existing Plan:
an existing Employer Plan that is converting to Empower will be subject to an
• implementation period to facilitate the movement of Pa�ticipant, Alternate Payee and
Beneficiary records and Plan assets from the prior record keeper and/or t[ustee to
Empower.
Blackout Notice Services:
Initial Blackout Notices:
Empower will assist in the preparation of the initial transition blackout notice and will
provide the blackout notice to the Employer for distribution to Participants, Altemate
Payees and Beneficiaries, as requested by the Employer. A"Blackout Period" is
� defined as any period of more than three consecutive Business Days during which'the
Participant, Benefi,ciaries and Alternate Payees are prohibited or restricted from
exercising certain otherwise available rights, such as directing investment of their
accounts, obtaining loans or making disfributions. The term "Business Day" is defined
as any day, and only for as many hours as, the New York Stock Exchange is open.
During the implementation period, Employer's prior record.keepePs improper reporting
or incomplete transferred records may impact the blackout period end date. Such an
impact may cause an extension of the;blackout period, .resulting in a second notice.
Empower may agree to provide this additional blackout notice if the parties ag'ree in
writing.
Future Blackout Notices:
If mutually agreed to in writing, Empower may provide blackout notices to the Employer
for distribution to Participants, Alternate Payees and Beneficiaries for fund or other
ongoing plan changes that result in a period of more than three (3) consecutive
Business Days where the Participant, Altemate Payee and Beneficiary are restricted
from exercising certain otherwise available rights such as directing investments of their
accounts, obtaining loans or taking distributions.
23 �
Establishment of Accounts:
1. Participant Accounts:
a. Par6cipant accounts shall be established and maintained for each Employer-
approved new enrollee and each employee or•former employee with a
balance in the plan (''ParticipanY'). Each Participant's account'record shall
consist of the ParticipanYs name, Social Security nUmber ("SSN"), mailing
address, date of birth, and any such other information as required from time
to time for provision of services to the Plan.
b. On and after the receipt of assets; Empower shall maintain a record of each
ParticipanPs investment option allocation and transaction received in good
order to the recordkeeping system, including:
(i) Current and historical investment allocations and percentages for.
each available investment option.
(ii) Current account balances of each Rarticipant in each availahle
investment option and money source.
(iii) An accounting of each transaction matle to each avaifable
. investment option and money source.
c. Empower shali provide each Partieipant with acsess to his or her account
end investment informaGon via a Web site, the voice response unit ("VRU") '
and the Client Service Center toll-free telephone numbec Participants may
use these services_to change allocations of future deferrals and/or'initiate
transfers between and among investment opfion"s available under 4he
Plan(s). .
d. Empower shall send each Participant a quarterly accountstatement in
- Empower's starida�d format' Participants will have tHe option to.access
statements via the Oniirie File Cabinet� on the participant Weti site.
Participant statements will not be mailed to Participants electing, to receive .
their sta.tements online, Participant statements will be mailed to tfiose
Participants who do not specifically elect to.access their statement via the
Web site: Partic.fpants.may change their statement delivery election at any
time. ;
Additionally, confirmation wiil be provided of every completed change
- requested by a Participant. Partic'ipants will also have access to theiraccount
ac4ivity via the VRU and the Web site.
e. If applicable, Empower will include vesting information on Participant
statements, provided that Empioyer provides Empower with all vesting
information required under app�icable law.
2. Alternate Payee Accounts.
If the. Plan accepts Qualified Domestic Relations Orders ("QDROs"), Employer
hereby instructs Empower to complete an administrative review of all Employer-
approved QDROs submitted on or afier the Effective Date of this Agreement to
ensure that Empower can determine the amount of the Alternate Payee's award,
maiiing address and SSN. If elected by the Altemate Fayee in good order and in a
manner satisfactory to Empower, an ;4ltennate Payee account will be established
pursuant to the terms of the QDRO, the Plan ERISA, and/o� Code requirements in
effect on the date of account establishment.
3. Beneficiary Accounts �
?4.
If elected by the Beneficiary(ies) in good order and in a manner satisfactory to
Empower, Empower will establish a Beneficiary account pursuant to the terms of the
Plan, and/or Code requirements in effect on the date of establishment.
Coniribution Processing:
Contributions sent directly via the PSC and processed by 12:00 Midnight Mountain Time
will be allocated effective the next Business Day (at that Business Day's unit value).
Empower may allow.other contribution methods which may require different timing.
Empower wili provide additional information upon request.
In the event that a Participant has not affirmatively elected an investment allocation,
Employer instructs Empower to allocate to a default fund(s) cho5en by the Employer.
Distributions and Forfeitures:
Empower will create and maintain a record of any distribution, including the distribution
, reason, from the Plan made with respect to. each Payee. If applicable, Empower will
provide a Code §402(� Notice of 5pecial Tax Rules on Distributions to the Rayee at the
time of disfribution. Unless othenuise agreed to in writing, Empower is not responsible for
issuing any other Partioipant, Altemate Payee or Beneficiary riotice required by the
Codeas appiicable. Distributions will be made within two (2) Business Days if Empower
receives instructions in good order.
�1. Participant Distributions
Empower will make distributions to Participants pursuant to the Employer's and
. ParticipanYs distribution requests received in good order.
2. Alternate Payee Distributions
Upon receipt by Empower of anAlternate Payee's distribution request,in good order
and in a manner satisfactory to Empower and completion of a Q�RO administrative
review discussed above, Empower shall process a distribution pursuant to the terms
of the QDRO, the Plan and the Code requirements, as applicable and in effect on the
date of the distribution. Employer instructs Empower to determine the amount due to
the Altemate Payee based solely on the account records on Empower's
recordkeeping system,
3. Beneficiary Distributions
Employer instructs Empower to pay the claimant listed on the Death Benefit Claim
form signed by the Employer unless there is a conflict between the designation on file.
with Empower and the claimanf listed on the Death Benefit Claim form. In the event
of a conflict, the Employer will determine which Beneficiary designation wili controi. .
4. Forteiture Processing
If applicable, Empower will calculate forfeiture amounts based upon the Participant's
vesting and wilP place the forfeiture amounts in a separate Plan account as instructed
by the Employer.
5. Participant Termination Services
If the services described in this subsection are available to the Employer by Empower,
and if the Plan provides for de minimis Participant accounts to be distributed after
termination, then the Employer instructs Empower to distribute communication
material to the terminated Participant informing them of their distribution options. Such
information includes communicating to the Participant that if helshe does not take a
distribution of the account that it will be automatically rolled over into the Employer-
elected de minimis IRA. Employer also instructs Empowerto automatically roll any
'7 j
monies remaining in the Plan after a certain period of time following these
communications to the rollover provider selected by the Employer.
Employer permits Empower to send out communication material to terminated
paiticipants informing them of their distribution options. These instructions may
incfude information on how participants can leam abouE.IRA rollover opportunities. In
the event a Participant wants to eifher contribute or roll ove� to an IRA, an IRA producf
may be made available. Employer hereby authorizes Empower to directly contact
terminated participants solely to communicate the available IRA product.
Transfers:
Participant, Alternate Payee and Beneficiary-initiated transfers.will be processed and
effective the Business Day they are received at Empower's home office, if received
before the close of the New York Stock Exchange (typically 4:00 p.m. EaStern Time or
such:earlier time as may have to be implemented to comply with any applicable future .
law,.rule or regulation). If Vansfers are received at Empower's home office aRer the close of
the New York Stock Exchange,.transfers will be processed and 6e effective the.next
Business Day (or such ea�lier time as may have to be implemented to comply with any
�applicable future law, rule o� regulation). -
_ Tax RepoRfng of Disiributions:
1. Employer appoints Empower as its agent.to perform income tax withholding and
reporting for all Payee distributions and agrees to provide all necessary i�formation
needed by Empower to perform these services.
2. Empower shall deposit the income tax witfiheld with the Intemal Revenue Service
("IRS"} and,other appropriate governmental entities on or before the applicable due
dates for such remittances.
3. Empower will complete necessary #ax reporting forms for Peyee distributions, file the
tax reporting forms with.the IRS and,send copies to the Payee.
Plan Loans:
Empower will process Participant account reduction loans repaid by payroll tleduction
pu�suant to the Plan's loan policy and Empov✓ers loan"proceduces, as amended from
time'to.time. Employer agrees to:provide an authorization for alf Padicipant loan
requests.
Ongoing Plan Resources:
1. Empower will provide �the�Employer access to Plan information and electconic
approval capabiliti8s via the PSC.
2. Empower will provide. the Employer access to a Plan Services RepresentafiJe for
assistance with plan question5,
3. Empower shall, provide periodic Employer Plan Repofts in Empower's standard
format.
Communlcation and Education:
1. Standard forms, notices and other information.necessary for the service provided to
the Plan will be provided to Employer and to Participants via the PSC and/or through
enrollment meetings.
2. Ongoing retirement planning education and distribution counseling may be. made
available to Participants by Empower or an affiliate. Where a Pa�ticipant wants to
either contribute or roll oyer to an IRA, an IRA product may be made available by
Empower or its a�liate. Where a Participant requests, via a recorded telephone call
2G
with Empower; to roll assets into the Pian from a previous employer's plan, Employer
instructs and approves Empower to assist the Participant in completing such rollover
without Employer's signature or approval, provided the Pian permits such rollovers.
The recordkeeper of the previous empioyer's plan may still require Employer's
signature or approval to complete the rollover.
Disclosure Services:
1. Plan-Level Disclosures - Employer acknowledges that Empower will provide required
fee and other disclosures under ERISA section 408(b)(2) and corresponding
regulations electronicaily via the PSC or such other electronic means as may be
designated by Empower from time to time. Employer agrees to ensure that there is
. at all times a person who is able and authorized to access the disclosure on
Employer's behalf. Empower will notify such person when disclosures become
available to view on the PSC.
B. Elective Services
The following elective services are available upon Employer meeting certain
requirements. Additional fees may apply.
1. Eligibility Determination
Employer can instruct Empower to calculate Participant eligibiliry based on
Employer's instructions as to the Plan's eligibility requirements. Employer
� instructs Empower to reject the enrollment of any Participant determined to be
ineligible. For each ineligible de#ermination, Employer instructs Empower to notify
the Participant to con.tact the Employer if he or she wishes to appeal the
determination.
,
2: Online Enrollment
Employer can instruct and authorize Empower to allow online Participant
enrollment; Employer instructs Empower to issue a Personal Identification
Number ("PIN") to every eligible employee, allowing enrollment in the Plan
through 1he Web site.`
3. Automatic Enrollment
Empower can perform automatic enrollmeM and deferral increase services, and
create and mail initial and annual.automatic enPollment notices, as elected by
Empioyer in good order and in a form acceptable to Empower.
4. Deferral Processing
Employer can instfuct and autho�ize Empower to provide for deferral processing
by the Employer via the Web site. Participants may access the Web site to input
the required payroll deferral amounUpercentage information. Employer
acknowledges that the Deferral Processing service described in this Section shall
' only be available as long as Empower is the sole record keeper for the Plan.
If Employer uses Empower's Automatic Enrollmentservices, Deferral Processing
does not require separate election.
6. Vesting Services
Employer needs to provide Empower all information necessary to perform
vesting services. Employer heretiy instructs and authorizes Empower to:
a. Maintain each ParticipanPs vesting percentage on Empower's
reeordkeeping system;
�7
b. Display the Participant's vested account balance on the quarterly
statements; and
c. Calculate and process withdrawals and/or loans according to the vested
percentage.
7. Loan Approval
Employer can instruct and authorize Empower to process, without Employer
approval, Participant loan requests submitted in a manner acceptable to
Ernpower. If the Plan is subject to spousal consent requirements, loans may only
be initiated by paper forms and not online or by VRU. Employer agrees to
specificaliy authorize each principal.residence loan request.
8: Distribution Processing Other than for Death or Disabilityr
Employer can instruct and authorize Empower.to process, without Employer
approval, Participant requests for distribution due to severance of employment
for any reason other than disability or death received.in good order and in a
manner acceptable to Empower. If Employer does not provide the ParticipanYs
te�mination date or other required information, Employer insfructs Empower to
route the request to Employer for approval before processing the distribution:
9. In=Service Disfributions at Age 59'/� (for401(k) and 401(a) Plans Only)
Employer can instruct and authorize Empower to process without Employer
approval, Participant age 59'/z in-service distribution requests received in good
order and in a manner acceptable to Empower. If the ParticipanYs birth iiate
information has not been provided, or if lhere is a discrepancy between the birth
date on the system and the birth date on the form, Empower is instructed to reiy
__ on the birth date.specified by the Participant on the form.
10: Voluntary In-Service.DeMinimus Distributions (for Governmental 457(b) Plans.
Only)
Employer can instruct and authorize Empower to process, without Employer
approval, Participant initiated DeMinimus distribution requests received in good
order and in a manner acceptable to Empowec If �esting is applicable and the
ParticipanYs tiirth date information has not been provided, or if there is a
discrepancy between the birth date on the system.and the birth date on the form,
Empower is instructed to rely on the birth date specified by the Participant on the
form.
11. Automated Mandatory Distributions (De Minimis)
Empower can pecform automated mandatory distributions of small account
balances, as elected by Employer in good order and in a form acceptable to
Empower.
12. Beneficiary Record Keeping
If Empower is and remains the sole record keeper for the Plan during the term of .
this Agreement, Employer:can instruct and authorize Empower to accept,
maintain and file, without Employ,ers signature, Beneficiary Designation forms
received by Empower in good order and in a manner acceptable to Empower.
Upon request, Employer agrees to provide Empower with any and all Beneficiary
information filed with the Plan by �the Participant prior to the Effective Date of this
Agreement.
If the spousal consent rules apply, Employer shall pro4ide Empower with .
instructions as to the portion of the Participant account for which a 8eneficiary
?8
may be designated without spousal consent under the Flan. Employer instructs
Empower to rely on the marital status specified by the Participant on the
Benefciary Designation form and to obtain spousal consent, when appiicabie.
13. Prospectus De(ivery
Employer can instruct and authorize Empower to provide prospectuses to
Participants via the Web site (if elected by the Participant) for each investment
option chosen by the Participant.
14. Investment Advisory-Related Services
If the Employer meets the relevant underwriting and other requirements, Advised
Assets Group, LLC ("AAG"), a federally registered investment adviser and wholly
owned subsidiary of Empower, may offer fund performance data and/or similar
services regarding the investment options in the Plan through the Plan's
recordkeeping and administrative relationship with Empower.
AAG may separately offer Realiry Investing� Advisory Services (Oniine
Investment Guidance, Online Investment Advice and Managed Account service)
to the Participants in the Plan through the Plan's recordkeeping and
administrative relationship.witfi Empower. Employer may instruct AAG to make
Reality Investing services available to Plan Participants in accordance with the
terms and conditions of the Reality Investing Advisory Services Agreement
between AAG and Employer.
Specia! lnvesfinent Options:
1. Self-Directed Brokerage Accounts
Employer can choose to offer a self-directed brokerage option ("SDB"). Employer
agrees to complete and execute all documents required to activate the SDB.
3. Life Insurence
If, at the time of conversion, the Plan has existing life insurance policies, limited
services may be availabie as described in EmpowePs insurance guidelines
and policies, as updatetl from time to time. If Empower determines that such
services will be offered, Empower will remit insurance.premiums to the applfcable
life insurance provider pursuant to Employer's instructions as to the timing and
manner of premium remittance. Employer may be required to retain a third-party
administrator to pertorm certain compliance and other services. Life insurance
cannot be added to an existing Plan. Additional fees may apply.
?9
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GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
RECORDKEEPING SERVICES AGREEMENT ADDENDUM FOR
IRC 401 ENHANCED PLAN SERVICES
This Addendum to the Recordkeeping Service Agreement entered into between Empower and
Empioyer describes certain services under which Empower will process Participant requests
without obtaining additional Employer signatures or other specific approvals. In doing so,
Empower will not exercise any fiduciary authority o� make any discretionary detertninations.
Rather, this Addendum will act as a one-time instruction and approval by Employer for Empower
to process all Participant requests fhat meet the stated criteria. In addition, Employer, and not
Empower, is responsible for reviewing the Plan document to ensure compatibility with the
services described in this Addendum.
In order to receive the services detailed in this Addendum, Employer must utilize the PSC and
must provide all necessary information via an electronic payroll file. Employer must also provide
any additional information or instructions a"s required by,.and in a fortn acceptable to, Empower.
In addition, in most cases, Empower must be the sole recordkeeper for the Flan. Services that
� involve the processing of distributions to Participants are not available if the Plan includes
QJSA/QPSA provisions. If at any time Employer does not meet these generel requirements, or
does not meet the specific requirements of any service descri6ed in fhis Addendum, Empower
will not be required to continue to provide such service.
EmployeF inay elect one or more seniices by checking the corresponding boxes on the Enhanced
• Plan Services ElecGon Form. Some services may have a corresPonding fee; for further -
inforrnation, please refer to your Fee Schedule.
1. Eligibility Determination Enrollment
Employer hereby instructs Empower to calculate Participant eligibility based on Employer's
instructions as to:the Plan's eligibility requirements and on the Participant information
provided by Employer. Employer instructs Empower to reject the enrollment of any
PaRicipant detertnined to be ineligible. For each ineligible determination, Employer instructs
EmPower to notify tf�e Participant to contact Employe� if he or she wishes to appeal the
deterininalion. Employer agrees to notify Empower at least thidy (30) days prior to any
change in the Plan's eligibiliry requirements. Empbwer may discontinue this service if the
Plan's new eligibility requirements are incompatible with Empower's requirements,
2. Oniine Enrollment
Employer hereby instructs and authorizes Empower to allow online enrollment. Once the
electronic payroll file is transmitted, Employer instructs Empower to issue a Personal
Identification Number to every eligible employee, allowing enrollment in the Plan through the
website.
3. Beneficiary Recordkeeping
Employer affirms that the Plan allows web-initiated beneficiary designations. Employer
hereby instructs and authorizes Empower to accept, maintain and file without Employer's
further approval, beneficiary designations received by Empower in good order and in a
manner acceptable to Empower. Upon �equest, Employer agrees to provitle Empower with
any and all beneficiary information filed with the Plan by Participants prior to the Effective
Date.
,
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Employer shall provide Empower with instructions regardirig any Plan requirements as to
spousal consent for beneficiary designations. If there are any such requirements, Emp�oyer
instructs Empower to rely on the marital status specified by the Participant on the beneficiary
designation form,.and to obtain spousai consent, when applicabie. If a beneficiary
designation requires spousal consent, such.designation may be made only by paper form.
Unless Employer qualifies for and has elected the Beneficiary Confirtnation for Death Benefit
Claims service described below, Employer agrees to review and sign each death benefit
claim�fortn. In the event Employer submits a signed death bene.fit claim form fo.r a claimant
other than the beneficiary on fle with Empower, if any, Empower will return the fortn to
Employer for further instructions.
4. Deferral Recordkeeping
Employer hereby instructs and authorizes Empower to allow Participants to update their
deferral elections via the website and voice response unit. Employer must provide initial
deferral amounts for all Participants. Empower will forward updated deferral infortnation to
Employer according to the schedule elected by Employer.
5. Loans
Employer agrees that all foans shall be account reduction loans repaid by payroll deduction
and shall he consistent with the loan policy and the procedures established by Empower
from time to 6me. Employer instructs and authorizes Empower to process, without further
Employer approval, Patticipant loan requests submitted through a form acceptable to
Empower or through the Participant website. Principal residence loan requests must be
submitted on a paper fortn with supporting documentation. In ofder to receive this service,
Employer must also utifize Empowers Vesting service, if the Plan has a vesting schedule. If
the Plan requires spousal consent for loans, the request must be submitted on a paper form.
6. Vesting
Employer instructs and authorizes Empower to:
1. Maintain each Participant's vesting percentage on Empower's recordkeeping system;
2. Display the ParticipanPs vested account 6alance on lhe quarterly statements; and
3. Calculate and process withdrawals andlor loans according to the vested,percentage
on Empower's system.
Tfie Plan's vesting schedule must be a standard graded or cliff Schedule. If the Plan uses
actual hours for calculating vesting, Employer mustprovide a"Years of Service" file to
Empower, and must take all precautions nof to duplicate hours on Empower's recordkeeping
system.
7. Distribution Processing for Severance of Employment or Retirement
Employer hereby instructs and authorizes Empower to process, without Employer's further
approval, Participant requests for dislribution due to severance of employment for any
reason other than death or disability, provided such requests are received in good order and
in a manner acceptable to Empower.
In order to receive this service, Employer rnust also utilize Empower's Vesting service, if the
Plan has a vesting schedule. If Employer has not provided a PaRicipanYs termination date
or other required infortnation, Employer instructs Empower to route the request to Employer
for approval bsfore processing the distribution. For spousal consent purposes, Employer
�
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instructs Empower to rely on the marital status specified by the Participant in the request
form.
8. In-5ervice Distributions at Age 59 Yz (for 401(k) and 401(a) Plans Oniy)
Employer hereby instructs and authorizes Empower to process, without Employer's further
approval, Participant requests for age 59'/ in-service distributions, provided such r�quests
are received in good order and in a manner acceptable to Empower. Employer represents
that the Plan allows Participants to take in-seroice distributions at age 59'/�.
In order to receive this service, Employer must also utilize Empower's Vesting service, if the
Plan has a vesting schedule. If Employer has not provided a Participanfs birth date, or if
there is a discrepancy between the birth date on the system and the birth date on the
request form submitted 6y the Participant, Employer instructs Empower to reject the request
pending further information. For spousal consent purposes, •Employer instructs Empower to
rely on the marital status specified by the Participant in lhe request form.
9. Required Minimum Distributions
Empower will provide a notice and distribu6on form to each Participant attaining age 70'/ or
older in the current calendar year who has not taken a distribution for the current calendar
year. The notice informs the Participant that required minimum distributions.must begin no
later than April 1 of the calendar year following'the later of age 70'/: or retirement.
Empower will not iniGate such distributions; but will only process such distributions upon
receipt of a Participant or Employer request in good order. Each year, Empower will provide
a report to Employer listing Participants who are age 70'/: or older and whether each has
taken a distribution for the calendar year. In order to receive this service, Employer must
also utilize Empower's Vesting service, ff the Plan has a vesting schedule.
10. Beneflciary Con£rmation for Death Benefit Claims
Employer hereby instructs and authorizes Empower to process, without Employ.er's further
approval, death benefit ctaim fortns received in good order from beneficiaries under the
Plan. Empower is instructed to detertnine a ParticipanYs beneficiary pursuant to the most
recent beneficiary designation avai�able ta Empower. If a Participant has not designated a
beneficiary, or if no designated beneficiary�survives the Participant, Employer instructs
Empower to forward the claim to Employer,to detertnine th.e beneficiary before processing
the distribution.
Death benefit claim fortns submitted without complete infortnation or without a cert�ed copy
of the.deceased ParticipanYs death certificate or other required documentation will not be
processed, and the claimant will be notified of the deficiency. Processing will continue once
Empower receives all required information and documentation in good order. Claimants
determined not to be beneficiaries will•be notified that their claims have been rejected.
Employer shall make determinalions with respect to any competing or other questionable
death benefit claims.
In order to �eceive this service, Employer must also utilize Empowe� s beneficiary
recortlkeeping and ves6ng trecking services, if applicable.
11. Safe Har6or Hardshlps ((for 401(k) and 401(a) Plans Only)
Employer instructs and authorizes Empower to process, without.Employer's further
approval, all Partiapant requests, received in good order and in a manner acceptable to
Empower, for distributions due to hardship, resulting in an immediate and heavy financial
3
Rovlslan 1: Sop 12, 20162:19 PM JB7Bt-02 Valage olTequasln
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need that cannot be alleviated by any other means available to the Participant. Empower
shall only process such requests 'rf they meet the safe harbor defined in the Treasury
Regulations, as described below. Employer further instructs Empower ro rely on any and all
representations by a Participant in a request, including, but not limited to representations �
that:
1. The Participant has taken all available in-service distributions from the Plan; and
2. The Participant has obtained all non-taxable loans available under all Plans
maintained by Employer, to the extent such loans would not cause the Participant to
i�cur an additional financial hardship. •
A disEribution is deemed to be for an immediate and fieavy financial need if it is made for any
one or a combination of the following safe harbor reasons, as defined in Treas. Reg.
§401(k)-1(d)(3)(iii)(B), as amended from time to time:
i. Medical expenses (describetl in Code Section 213(d)) previously incurred by the
Participarit, the ParticipanYs primary beneficiary, spouse or any dependents (as defined
in Code §,152, and for taxable years beginning on or afte[ January 1, 2005, without
, regard to §152(b)(1), (b)(2) and (d)(1)(B));
2. The need to prevent the eviction of the Participant from his/her principal residence or
foreclosure on the mortgage of the ParticipanPs principal'residence;
� 3. The purchase (excluding mortgage payments) of a principal residence of the
Participant;
4. The payment of tui6on and related� educatiorial expenses for the next 12 months of
post-secondary education for the Participant, the ParticipanYs primary beneficiary,
spouse, children or dependents (as. de�ned in Code §152, and for taxable years
beginning on or after January 1, 2005, without regard to §152(b)(1), (b)(2) and
(d)��)(B)):
5. Funeral or bu�ial expenses for the P.articipant's deceased primary beneficiary, parent,
spouse, children or dependents (as defined in Code §152, and for taxable years
beginning on or after January 1, 2005, without regarci to §152(b)(1), {b)(2) and
(d)(�)(B)); or
6. Principal residence repair expenses for repair of damage to�the Participant's principal
residence thal qualifies for the casualty decluction (as defined in Code §165),
determined without regard to whether the loss exceeds 10% of adjusted gross income.
In order to receive this service, Employer must also utilize Empower's beneficiary
recordkeeping and deferral recordkeeping services, as well as Empower's vesting tracking
service if the Plan has a vesting schedule. In addition, the Plan may not allow for
Participants who are terminated employees to take hardship distributions, the Plan may not
include any 1fi(b) trading restrictions, and the Plan may not limit the frequency or minimum
amount of a hardships distribution. Before commencing this service, Empower must receive
hardshfp wst basis information from the prior recordkeeper, if any.
For each Participant receiving a hardship d'istribution, Employer instructs Empower to notify
Employer to suspend elective: defeRals for a 6 month period, or for such other period as may
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be required by the Code, a5 amended from time to time. Employer instructs Empower to
deny any request where the hardship event occuRed prior to the Effective Date, or more
than one year prior to the date the request is received. Empower may contact Employer for
direction when unusual situations arise. For each request that is denied or that cannot be
processed due to its failure to satisfy a safe harbor hardship event, Employer instructs
Empower to notify the Paiticipant to contact Employer if the Participant wishes to appeal the
determinaUon.
72. Incoming Rotlovers
Employer instructs and authorizes Empower to accept, without further Employer approval,
Pa�ticipant requests, from active employees of Employer, for• incoming rollovers to the Plan
that are received in good order and in a fortn acceptable to Empower. Employer instructs
Empower to rely on a Participant's certification, without further investigation or action by
Empower, that�funds being rolled into the Plan constitute an eligible rollover distribution from
an' eligi6le re6rement plan within the meaning of Code §402. If other than a direct rollover,
the Participant must certify that the rollover is being made to the Plan within sixty (60) days
of the date the Participant received the distribution from the prior eligible retirement plan.
Employer hereby represents that the Plan accepts incoming rollovers from terminated as
. well as active employees.
Employer instructs Empower to reject any rollover request received without proper
documentation and to retum any rollover amounts accompanying.such request.
Ertiployer also instructs and authorize's Empower to,accept Participant requests for incoming
plan-to-plan transfers, if allowed under the Plan; under the same cnteria as for rollovers, as '
described above.
13. Qualified Domestic Relations Orders (QDROs)
Employer's approved model form of QDRO. for the Plan is attached to this Agreement.
Employer hereby instructs and authorizes Empower to treat as qualified each QDRO
received 6y Empower in good order using the model QDRO form, or.a fortn that is simiiar in
all.material respects to the model QDRO fortn. Employer instructs Empower to process the
QDRO;.without Employer's further approval, by estabiishing a separate account for the
Alternate Payee or making a lump sum distribution to the Alternate Payee. Employer
instructs Empower to send a copy of each QDRO confirmation or rejection letter to
Employer.
Employer further inslructs Empower to process, without Employer'S further approval, all
requests, received in good order and in a manner accepta6le to Empower, for distributions
from Alternate Payee accounts established'before or after the Effective Date. Employer
instructs Empower to calculate any Alternate Fayee's QDRO amount based solely on the
Participant's account records on Empowers recordkeeping system, and to reject any QDRO
that specifies a valuation date prior to the Effective Date.
If the plan includes a Self Directed Brokerage (SDB) account.and the Alternate Payee's
awarded share exceeds the value of the Participant's core investment account(s) under the
Plan, Empower shall notify the Participant in writing to liquidate and transfer the necessary
remaining sum from the SDB into the core investment options, to enable the processing of
the QDRO. If the Participant fails to transfer the necessary amount within fifteen (15)
Business Days of the date of the notification, and if the necessary amount is available in the
SDB money maricet, Employer instructs Empower to transfer such amount into the
Designated Investment Option. If there are insu�cient availablefunds in the SDB money
market, Employer instructs Empower to nofify the SDB.provider to liquidate all of tHe
5
Rerislon 7: Sap 12, 2016 2:13 PM 99T81-0Y VAl.�go ol Tequeste
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ParticipanYs SDB invesUnents and to trensfer the entire ambunt into the Designated
Investment Option.
If the the Plan has exis6ng I'de insurance and in the event that the sum of all other
Participant assets is insu�cient to satisfy a.QDRO, Employer instructs Empower to instruct
any existing life insurance provicJer under the Plan to surrender• all or a portion of the
ParticipanYs life insurance policy and to transfer the proceeds to Empower for deposit into
the Pa�ticipanYs account for subsequent QDRO processing. The amount of the surrender
shall be no more than the amount necessary to satisfy the QDRO.
Employer agrees to make determinations with respect to orders received that are not
materially similar to the model QDRO form for reasons other than inclusion of a valuation
date that precedes the Effective Date,
By signing the Agreements/Signature Adoption Page, Empioyer agrees to all of the above
provisions for the services elected by Employer on the Enhanced Plan Services Election
Form.
6
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Employer's approved model fortn of Qualified Domestic Relations Order ("QDRO") for IRC
4D1 Pians
This is a Model Qualified Domestic Relations Ortler tfiat has been preapproved fo� use by the
Employer with �espect to the defined contribution-plan of the Participant. This Model should be
used in conjunction with your attomey s advice and assistance. The format of the Qualified
Domestic Relations Order will vary depending upon the rules of the court in your jurisdiction.
Nothing contained in this Sample shall be construed as tax or legal advice. It is recommended
that a proposed version of this order be submitted to Empower with the body of the orcler filled in
prior to entry of this order for purposes of your obtaining Empower's preapproval of the proposed
order.
Proposed and entered orders should be remitted to the Plan Recordkeeper as follows: �
Great-West Retirement Services�
P.O. Box 179764
Denver, CO 80217-3764
Fax # (866) 633-5212
..........:..:.COURT, GITY OF .:..................� COUNTY OF ......:....:..........:......
� STATE OF .................................
IN RE THE MARRIAGE OF:
..................
No. ..................
Petitioner, )
and )
Respondent QUALIFIED DOMESTIC RELATIONS ORDER
AND NOW, this day of , 20_, based on tfie findings set
forth 6elow,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
1. Parties: The parties hereto were husbend and wife, and a divorce action is in fhis Court
at the above numbec This Court has personal jurisdiction over the pa�ties. The parties
were married on and divorced on
2. Pa�ticipant Information: The name, last known address, social security number and
date of birth of the plan "Participaht" are:
a. Name:
b. SSN:
c. Address:
d. Date of BiRh:
3. Altemate Payee Information: The name, last known address, and social security
number of the "Alternate Payee" are:
a, Name:
7
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b. SSN:
c. Address:
d. Date of Birth:
The Alternate Payee is the ParticipanYs fotmer spouse. The Altemate Payee shall have
the dury to notify the Plan Administrator and/or Recordkeeper of any changes in mailing
address subsequent to the entry of this Order.
4. Plan Name. The name of the Plan to which this Order applies is the
Plan, (hereafter referred to as "Plan"). Any changes in the
Plan Administrator, Employer, or name of the Plan shall not affect Alternate Payee's
rigHts as stipulated under this Oriier.
5, Effect of this Order as a Quali£ed Domestic Relations Order: This Order creates and
recognizes the existence of an Altemate Payee's right to receive a portion of the
Participant's benefits payable under an employer-sponsored defined contribution plan
that is qualified under Section 401 of the Internal Revenue Code (the "Code°). It is
intended to constitute a Qualified Domestia Relations Order ("QDRO") under Section
414(p) of the Code and Section 206(d)(3) of ERISA and the Retirement Equity Act of
'I984, F.L. 98-397.
6, Pursuant to State Domestic Relations Law: This Ordec is entered pursuant to the
authority granted in the applicable domestic relations laws of
7. Provisions of Marital Property Rights: This Order relates to the provision of marital
property rights as a result of the Order of Divorce between the Participant and the
Alternate Payee.
8. Amount of Altemate Payee's Benefit: This Order assigns to the Altemate Payee an
amount equal to (choose either option 8A1 or 8A2 belowj:
8A1 $ of the ParticipanPs Total Vested Account Balance under the Plan as
of the date this Order is processed.
OR
8A2 $ (dollars and cents) or _% (percent)] of the Participant's Total Vested
Account Balance accumulated under the Pl.an as of (or the
closest valuation date thereto). The Alternate Payee's benefit h.erein awarded shall be
credited with any investment income (or losses) attributable thereon from the aforesaid
yaluation date (or the closest valuation date thereto), until the date of transfer of the
Altemate Payee's share to the Alternate Payee. .
o t e r e r e r'�e e� t bl o d�"E i�
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sse s �i d,�t � t ! te P�, ee rr nd a o
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aya � s sec£ • n u s, d cc�n�+d� w ye?he to e! e t e 1 nak� Pa �
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Such Total Account Balance shall be determined after the account is reduced by the
outstanding balance of the PaRicipanYs account reduction loan(s), if any, as of the
valuation date specified above, such that the Account Balance shall not include the
outstanding balance of any account reduction loan(s) as of the valuation date. The
obligation to repay any .Participant Plan loan(s) from and after the date of Ehis Order
remains solely uirith the Participant. Such l'otal Vested Account Balance shall include all
amounts maintained under all of the various accounts and/or sub-accounts established
on hehalf of the Participant, including rollov,er and transfer contributions.
The Alternate Payee's portion of the benefits described above. shall be allocated on a pro
rata basis first from all of the core acwunts and/or core inVestment opfions maintained
under the Plan on behalf "of the Participant other than life insurance or Self-Directed
Brokerage ("SDB"), if any. The Plan shall redeem amounts from a life insurance contract,
if any, issued for the Participant under the Plan only to the extent necessary to obtain the
amount that this order awards.to the Alternate Payee. If there are any_SDB.investments,
and if the balance in the core investrnents is insufficient to satisfy the judgment,
Participant must initiate a transfer of the amount needed to satisfy the judgment from the
SDB into the core investments, If participant fails to initiate_such a transfer, or if the
transfer is insufficient to=satisfy the jud'gment, one hundred percent {100%) of the SDB
Money Market Fund. will lie transferred to the core investments. If the balance is still
insufficient to satisfy the judgment, the entire SDB account may be liquidated and
transferzed to the core investments. �
Unless the Alternate Payee elects an immediate lump sum distribution at the time this
Order is submitted to, and approved by, the Plan, such benefits shall also be segregated
and separately maintained in a rianforfeitable Account(s) estatilished on behalf of the.
Alternate Payee. This Account(s) will initially be esta6lished, proportionately in the same
core investment options as the Participant account., Altemate Payee may make
subsequent investrnent selections as and when permitted urider the tertns of the Plan.
Alternate Payee's account shall experience gains and or losses according to the
investment experience of the investment options in which Alternate Payee's share is
invested.
9. Commencement Date and Form of Payment to Altemate Payee: If the Altemate
Payee so elects ort an appropriate form,, the-benefits shall�be paid to the Altemafe Payee .
as soon as administratively feasible following the date this Order is approved as a QDRO
by the Plan. Benefits will be payable to the Alternate Payee in any form or permissible
option otherwise available to participants under the terriis of the Plan, except a joint and
survivor annuity. The Alternate Payee will be responsible for paying any applicable
withdrawal charges imposed under any investment account(s) with respect to his or her
share under the plan. � �
10. Alternate Payee's Rights and Privileges: On and after the date that this Order is
deemed to be a QDRO, but before the Alternate Payee receives a total distribution under
• the Plan, the Alternate Payee shall be entitled to all of the rights and election privileges
that are afforded to Plan beneficiaries, inGuding, but not limited fo, the rules regarding the
right to designate a beneficiary for death benefit purposes and the right to direct Plan
investments, only to the extent pertnitted under the provisions of the Plan.
11, Death of Alternate Payee: In the event of the Alternate Payee's death prior to receiving
the full amount of�benefits assigned under�this Order and under the benefit option chosen
by the Alternate Payee, such Alternate Payee's beneficiary(ies), as designated on the
appropriate fortn provided to ihe Plan'or, in the absence of a beneficiary designation, the
remainder of any unpaid benefits under the tertns of this Order shali be paid in
accordance wilh the terms of the Plan.
4
Revsion 1: Sep 12, 20i6 21J PtA 98787-02 V'Wage ol Tepuosta
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12. Death of Participant: Should the Participant predecease the Alternate Payee, such
ParticipanYs death shall in no way affect the Alternate Payee's right to the portion of the
benefits as stipulated herein. The Alternate Payee shall not be treated as the
Participant's surviving spouse for Purposes of any pre retirement survivor annuity or joint
and survivor annuity benefits which may be provided by the Plan.
73. Savings Clause: This Order is not intended, and shall not be construed in such a
manner as to require the Ptan:
a. to provide any type or fortn of benefits or any option not otherwise provided
under the Plan;
b. to provide increasetl benefits to the Alternate Payee;
c. to pay any benefits to the Alternate Payee which are required to be paid to
another altemate payee under another order previously determined to be a
QDRO; or
d. to make any payment or take any action which is inconsistent with any federal or
. state law, rule, regulalion or applicable judicial decision.
14. Certification of Necessary Infortnation: All payments made pursuant to this Order
shalf be conditioned.on the certification by.the Akemate Payee and the Participant to the .
Plan of such information as the Plan may reasonably require from such pa�ties.
15. Continued Qualifled Status of Order: It is the intention of the parties that this QDRO .
continue to qualify as a QDRO, as it may be amended from time_to time.
16. Tax Treatment of Distributions Made Under This Order: For purPoses Sections
402(a)(1) and 72 of the Code, or any successor Code section, any Altemate Payee who
is the spouse or former spouse of the Participant shall be treated as the distributee of any
distribution or payments made to the Alternate Payee under the tertns of this Order, and
as such, will be required to pay the appropriate federal income taxes on such distribution.
17. Parties Responsibilities in Event of Error: In the event. that tfie Plan inadvertently
pays the ParticiPant any benefits that are ass'igned to the Alternate Payee pursuant to the
tertns of this Order, the PsRicipant shall immediately reimburse the Alternate Payee to
the extent thaf the Participant hss received such benefit payments by paying such
amounts direc[ly to the Altemate Payee within ten (10) days of receipt.
In the event that the Rlan inadvertently pays the Alternate Payee any benefits that are to
remain the sole property of the Participant pursuant to the terms of this Order, if the
PaRicipant has experienced a distributable event under the terms of the Plan, the
Alternate Payee shall immediately reimburse the Participant to the extent that the
Alternate Payee has received such benefit payments by paying.such amounts diredfy to
the Participant within ten (10) days of receipt. If the Participant has not experienced a
distributable event under the terms of the Plan, the Alternate Payee shall immediately
return such overpayment to the Plan within ten (10) days of receipt.
18. Effect of Plan Tertnination: In the event of a Plan termination, the Alternate Payee
shall be entitled to receive his or her portion of the Participant's benefits as stipulated
herein in accordance with the Pian's terrnination provisions for participants and
beneficiaries.
19. ConUnued Jurisdiction: The Court retains jurisdiction over this matter to amend this
Order to establish or maintain its stafus as a quaiified domestic relations order, as
amended and the original intent of the parties as stfpulated herein. The Court shall also
retain jurisdiction to enter such further orders as are necessary to enforce the assignment
of benefits to the Alternate Payee as set forth herein.
10
Revisron7:SeD12,20182UPId 98181-07 VFlageolTequesta
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20. Fee: A processing fee of 5250.00 shall be charged one-half (5125.00) against the
Alternate Payee's share/account and one-half (�125.00) against the PerticipanYs
remaining account. In the event that the Altemate Payee is awarded 100% of the
ParticipanPs account balance as of the date this Order is processed pursuant to this
Order, the entire processing fee shall be charged to the Alternate Payee's account/share.
If there are not sufficient funds in either parry's account to pay that party's respective
share of the fee, the difference shall be charged to the other party.
BY THE COURT;
... ... ... ...... ......... ... ...... ......... ....
JUDGE
........................ ... ............... .......
Petitioner
...... .................. ... .................. ....
Respondent .
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Revislan 1: 5ep 12, 2018 2:13 PM 98TB1-02 Villago of Tepuasl�
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Employer's approved model fortn of Qualified Domestic Relations Order ("QDRO") For IRC
457(b) Plans
This is a Model Qualified Domestic Relations Order ("Model QDRO") that has been preapproved
by Great-West for use by the Plan for outsourced Qualified Domestic Relations Order ("QDRO")
services. Although this Moiiel QDRO confortns with Federal QDRO requirements, it may need to
be revised for state and/or local law and/or the specific requirements of the Plan itself. Further,
the format_of the Qualified Domestic Relations Order may vary depending upon the rules of the
court in which the Participant obtains the Domestic_Relations Ordec For these reasons, this
Model QDRO should be used only by ttie Plan after consultafion with the Plan's counsel. Any
revisions tb the' Model QDRO must be submitted to Great-West for approval for use with our
outsourced QDRO services. Nothing contained_in this Model Q�RO shali be construed as tax or
legsl advice. .
It is recommended that a proposed version of this order be submitted to Great-West with the body
of the order filled in prior to entry of this orde� for purposes of youF obtaining Great-WesYs
preapproval of the proposed order.
P.roposed and entered orders should be remitted to the Plan Recordkeeper as follows:
Great-West Retirement SeiVices� ,
P.O. Box 1:73764
Denver,. C0. 80217-3764
_Fax # (866) 745-5766 _ _
.........:.....COURT. CITY OF .........,.........,, COUNTY OF ........,....................
STATE OF ..._ .............
................
IN RE THE MARRIAGE OF:
No. ..................
Petitioner, )
and )
Respondent QUALIFIED DOMESTIC RELATIONS ORDER
AND NOW, this day of - , 20_, based on the finding5 set
forth befow,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED:
1. Parties: THe parties hereto were husband and wife, and a divorce action is in this Court
at the above number. This Court has personal jurisdiction over the parties. The parties
were married on and;divorced on
2. Pacticipanf Information: The name, last known address, social security number and
date of birth of the plan "Participant" are:
. �?
Ravision 1: Sep 12; 20162:1J PM11 9BT81-02 VWagc 01 Te�wrsL�
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a. Name:
b. SSN:
c. Address:
d. Date of Birth:
3. Alternate Payee Intormation: The name, last known address, social security nurnber
and date of birth of the "Alternate Payee" are:
• a. Name:
b. SSN:
c. Address: "
d. Date of BiRh: �
The Akernate Payee is the ParticipanYs fortner spouse. The Altemate Payee shall have
the duty to notify the Plan Administrator and/or Recordkeeper of any changes in:mailing
address subseGuent to the entry of this Order.
4. Plan Name. The name of the Plan to wbich this Order appl'ies is the
Plan,'(he�eafter referred to as "Plari"): -
Any changes in the Plan Administrator, Employer, o� name of the Plart shall not affect
Alternate. Payee's.rights as stipulated under this Order.
5. Effect of this Order as a �ualified Domestic Relations Arder. This Order creates and
recognizes. the existence of an .Alterriate Payee's right to receive a portion of the.
Participant's benefits payable under an employer-sponsored defined co.ntribution plan
Ehat is qualified under Section 401 of the Intemal Revenue Code (the °Code"). It is
,. inlended to constkute a Qualified Dortiestic Relations Order ("QDRO") und.er Section
414(p) of the Code.
6. Pursuant to State' Domestic Re�ations Law: This Order is s�tered .pursuant fo the �'
authority granted in the.applicable domestic relations lawsof .
. 7. Provisions of Marital Property Rights: This Order relates to the provision oY maritat
propeRy rights as a result of the Qrder of Divorce between :the PaRicipant and the
Alternate Payee.
8. Amount of Altemate Payee's Benefit: This Order assigns to the Alternate Payee an
amount equal to [choose either option 8A1 or 8A2 belowj:
SA1 $- of the Participant's Total Vested Account Balance under tlie Plan as .
of.the.date this Order isprocessed.
OR '
8A2 � (dollars and cents) or _% (percent)] of .the FarticipenYs Total Vested
Account Balance accumulated under the Plen as of (or the
closest valuetion tlate thereto). The Alternate Peyee's benefit herein awarded shall 6e
credited with any investment income (or losses) attritiutable thereon from the aforesaid
valuation date (or the closest valuatlon date thereto), until the date of transfer of the
Altemate Payee's share to the Altemate Payee.
,, ta t� r�fi . .�. Pi s-urr� eeo ee�� ry qo � e �in �
. c� � n � s ��s� a� e� s�n n tta � � t �
� ' f�r r �
13
Revision 1: Seo 12, 2D16 2:13 PM 9B7B7�02 Vitisgo al Toquesta
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Such Total Account Balance shall be cletermined after tlie. account is recJuced by the
oufstanding balance of the ParticipanYs account reduction loan(s), if any, as of the
� date specifed above, such that the Account Belance shalf not include the
outstanding balance of any account reduction, loan(s) as of the valuation date. Ttie
obligation to repay any Participant Plan loan(s) from-and, after the date.of this Order
-remains solely with tlie Participant. Such 'Fotal. Vested Account Balance shall include all
amounts maintained under all of the various accounts and/or sub-accounts established
on behalf of the Participant, inclutling rollover and transfer contributions.
The Altemate Payee's portion of the benefits described above shall be allocated on a pro
rata basis first from all of the core accounts and/or core investment options maintained
under the Plan on behalf of the Paiticipant other than life insurance or Self-Directed
Brokerage ("SDB"), if any. The Plan shall redeem amounts from a life insurance contract, �
� if any, issued for the Participant under the Plan only to the extent necessa,ry to obtain the
�.amount that tfiis orde� awards to the Alternate Payee. If there are any SDB.investrnents,
.. and if the balance in the core .investments is insu�cient to satisfy the ,judgment,
" . Participant must initiate a transferof the amount needed to satisfy thejudgment from the
� SDB inro the core investrnents. If participant faiis to initiate such a transfer, or if the
transfer is insuffcient to satisfy the judgment,.one hundred percent (100%).of the SDB
IVloney Market Fund will be transferred to the eore investments. If the balance is still
insufficient to satisfy the judgment, the entire SDB account may be liquidated and
transferred•to the core investments: �
Unless the Alternate Payee elects.an immediate lump sum distribution by the Plan at the
time' this Order is subrtiitted to, and approved by; the Plan, sucfi benefits shaif also be •
segregated and separately maintained in a nonforfeitable Account(s) esta6lished on
behalf of.the Alternate Payee. This Account(s) will initially be established proportionately
in the same core investment options as the Participant account. Alternate Payee may
make subsequent.investment selecCions as and when permitted under the terms of the .
Plan. Altemate Payee's account shall experience gains and or losses according to the
investment. experience af the investrnenf options in which Aiternate Payee's share is
invested. �
9. Commencement Date and Fortn of �Payment to Alternate Payee: If the Alternate
Payee so elects an an,"appropriate form, the benefits shall be paid to the Alternate Payee
as soon asadministratively feasibiefioliowing the date lhis O�der is approved as a QDRO
by the Plan. Benefits will be payable to the Altemate Payee in any fortn or pertnissible
option othennrise available to participants under the terms.of the Plan, except a joint and
survivor annu'iry. The Alternate Payee will be responsible for paying any applicable
wi{hdrawal charges imposed under any investment account(s) with respect to his or her
share under the plan.
10. Altemate Payee's Rights and Privileges: On and after the date that this Order is
deemed to be a QDRO, but before the Alternate Payee receives a total distribution under
the Plan, the Alternate Payee shall be�entiUed to all of the rights and election pmrileges
that are afforded to Plan beneficiaries, inGuding, but not limited to, the rules regarding the
. . '14
Revislon 1; Sop 12, 2016 213 PM 98781-02 Yllpgo ol Tepcesta
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right to designate a benefliciary for death benefit purposes and the right to direct Plan
investments, only to the extent pertnitted under the provisions of the Plan.
11. Death of Alternate.Payee: In the event of the Alternate Payee's death prior to receiving
the full amount of benefits assigned untler this Order and under the benefit option chosen
ay the Alternate Payee, such Altemate Payee's beneficiary(ies), as designafed on the
appropriate fortn provided to the Plan oc, in the absence of a beneficiary designation, the
remainder of any unpaid benefits under the tertns of this Order shall be paid in
, accordance with the terms of the Plan.
12. Death of Participant: Should the Participant predecease the Alternate Payee, such
PaAicipanYs death shall in no way affect the Alterna(e Paye.e's right to the portion of the
6enefits as stipulated herein.
13. Savings Clause: This Order is not intended, and shall not.be construed in such a
manner as to require the Plan: �
a. : to provide any fype or form of benefits or any option not otherwise provided
under the Plan;
b. to provide increased benefits to the Alternate Payee;
a. to pay any 6enefits to the Alternate Payee which are required to be paid to
another altemate payee under another order previously'determined to 6e a
QDRO; or
d. to make any payment or take any action which is inconsistent wifh any federal or
state law„rule, regulation or applicablejudicial decision.,
14. Certification of Necessary Infortnation: All payments ,made •pursuant to this Order
shall be conditioned on the'certification by the Alternate Payee and the Participant to the
Plan of such inforrnation as the Plari may reasonably require from such parties.
_ 15. Continued Qualified Status of Order: It is the intention of the parties that this QDRO
continue to qualify as a QDRO, as it may be Amended from time to time.
16. Tax Treatment' of Distributions Made Under This Order: For purposes Sections
402(a)(1) and 72 of the Code, or any"successor Code seation, any Alternate Payee who.
is the spouse or fomier spouse of the Participant shall be treated as the distributee of any
distribution or. payments made to the Alternate Payee under the tertns of this Order, and
as such, will be [equired to pay the approp�iate federal income taxes on such distribution.
17. Rarties Responsibilities in Event of Enor. In the event that the Plan inadvertently
pays the Participant any benefifs ttiat are assigned to the Alternate Payee pucsuant to the
terms of this Order, tHe Parlicipant shall immediately reimburse the Alternate Payee to
the extent that. the Participant has received such benefit payments by paying such
amounts directly to the Alternate Rayee within ten (10) days of receipt.
In the event that the Plan inadvertently pays the Alternate Payee any benefits that are to
remain the sole property of the Participant pursuant to the terms of this Order, if the
Participant has experienced a distributable event under the terms of tlie Plan, the
Alternate Payee shall immediately reimburse the Participant to the extent that the
Alternate Payee has received such benefit payments by paying such amounts directly to
the Participant within ten (10) days of receipt. If the Participant has nof experienced a
dist�ibutable event under the terms of the Plan, the Altemate Payee shall. irrimetliately
retum such overpayment to the Plan within ten (10) days of receipt.
I5
Ravlslap 1; Sep 12; 2016 2:13 PM OB781•02 Vllage of TequesW
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18. Effect of Plan, Termination: In the event of a Plan termination, the Altemate Payee
shall be entitled to receive his or her portion of the Participant's benefits as stipulated
herein in accordance with the Plan's terrnination provisions for participants and
beneficiaries.
19. Continued Jurisdiction: The Court retains jurisdiction over this matter to amend this
Order to establish or maintain its stafus as a qualified domestic relations order, as
amended and the original intent of the parties as stipulated herein. The Court shall also
retain jurisdiction to enter such further orders as are necessary to enforce the assignment
of benefits to the Alternate Payee as set forth herein.
20. Fee: A processing fee of 5250.00 sfiall 6e charged one-half ($125.00) against the
Alternate Payee's share/account ancJ one-half ($125.00j against the ParticipanYs
..remaining account. In the event that the Aiternate Payee is awarded 100% of the
Participant's account balance as of the date this Order is processed pursuant to this
Order, the entire processing fee shall be charged to the Alternate Payee's account/share.
If there are "nof suffcient funds irc either party's account to pay that party's respective
share of the fee, the difference shall be chargeii to the other party.
BY THE.COURT:
...... ........................................
JUDGE
:.: ... . .. .... . . : .. . .. . .. . . . . . . . . . .. . .. . .. . ... ....
Petitioner
................................. ................
Respondent
16
Rerialan 7: Sep 12, 2016 2:13 PM 9HTB1-02 Ydlage ol TeQUesia
Enhanced Rlan Services Election Form [for 401(k) and 401.(a) Plans]
"I7iis Enhdnad Pl:m Services Elcction Fomi allo�vs you to add indivi8ual s�rvices or all of lhe services to your Plan. Plc:ux; refcr to thc Servim ,
AgrcementAddendum for feawrcs lliat may appl}• lo Ihc Gnhance:d Plnn Scrvices artangcment �yhen completing this I'artn.
A Elanlnformatian - - ..
Pliui Nwne Village ofTequesta 401(a) Plan Plan Numlxr98781-U2
B.' LlecHon`ForApprovalScrvices' ' ` _ -
❑ EligibilityDetcrminafion EnrollmenF
In order to mceive this service, Employ�er must pmvide birth dale; hire cinle, re-hire d�ue,.termin�tion date, and eligibility indicamrf lor each
emplorne un a payroll Period basis ,
'
❑ Onlinc Enrollmeat' -
In arder to rcccive �hisscryice. Employrr must provide birlh datG address,_liire dale, re-hire date, tenninalion datc. cligibility indicator",
gender"', wl:uy'•', ;uiii panicipation cL•ue tor each emplo�ec on a payroll period basis
O Beneficiary Recordkceping
Iq qrder lo receive �hu servi��, Gmpla}er must providc birth dnte, nddress tind marimi status on a payroll period basis
O Deferral Itecordkceping
' In iirder to receive tliis service, Hmploy�:r must provide 6irtli dulc, address, hiirdatc. re-hire datc, termination cL•itc, eligibility indir.itoP: and
.
.
partic�pation date for eactremploy�ee on a�yroll period basis
❑ Loa� . ,
' ; In o�dcr to receivc this sti�"vice, timpbyer musl provide birth dale, address,'hire'd'ale, re-hire dvte. terminatiun Jale.:uid'data lo wlcula�e '
vccting"*•' for each employee on a pa}TOII period basis
❑ Vcsfing
� In order to.receive this servicc, Panplojer must prouidc birth date, hire datc,. �e-hire dnte, tennination ciate, eligibility indicnror: and YTD' hours o
scrvice OR cutrcnt period liours worked for cach en�plo�xe on a payroll peria! baSis b•rsed on your plan s set-up �
' .� DistributionProccssingfurSer�emnceofEmploy�nentorRefirement. '
ln order to'receive this service, Emplo;er mi�st provide birlh date, address, hire date. re•hire date, termination date, and dala to calculate
vesting*"" for cach emplo��e on'a payroll periocl basis
O In-Scrvice Distributions at Agc 59 %-
In order to reocivc this scivice, Employer must providc binli datc, address, hire datc. rc-liiic d�tc, temiination date, and rinta to calculate
vesting••*' li�r each employee on a�rayT011 pericxl byais
, O Rcquircd �1inimum Dislributions ' �
; In order to reccive this service. Emplo}�:c must provide birth date, address.iiirc date, re-hire date, termination date. dala to calculate vesting•'t'
:u�d p�uticipan� a�mers;of i"/o or more for each employee on u�yroll �xriod b:�gis,.
❑ Bencficiary• Confirmafian for Dcath BencfiCC7rims
ln ordcr to rcaivc Ihis scrvicc. Emplo�cr must also uiiliii Grcai-Wes�'s'hr.nef ciary rccordkcepiiig and ��csting tracking scrviccs, if the Plnn has a
vesting schedule. . `
� O Safc Hfirbar Hardships
In eirder W re�ivu lhis service, Gmplo�nr must also utilire Great-WesCs'lx:neficiorv recordkeeping anJ deferrel recordkeeping scrviccs, as wcll
a's Grcat-West's vesting tracking service. if the Pl;u� has a'vesting schedule. ' •
❑ QuulificJ Dumestic Rclation� Ordcrs (QDROs)
(n order lo rcceivc this scrvice. Employcr must also'utilize Gn:at-West's,vesling tmcking sen�icc ifthc Plan has a vesting scheclule.
' ❑ locomin� Rallnvers
In order to receive this srrvice, Gmplcnnr. must prqvide birih eLitc, address, hire date, re-hire date, tennination
' date, eligibility indicuror: and participation date for each emplo}�ee on a payroll period basis,
• ror empbyres in an e�cludecl cl:us onemployees who movc Gom an'c�cluded class to an clieiblc class.
"' If Gmpowcr is not providing cligibility detem»nation servin:s.
••' If plan,has A�lunaged Accounts as default or for pl:u�, with Manaeed Accounts clecting �he Retirenf�nt Readiness Repon Card.
r.«► lFapplicablc.
By signing the AgreementslSignature Adoption Page. Employer agrees to provide the data elements outlirmd litt each elecled �:rvi��e un u payT011 �x;riod
b3ti15.
� Reri5lon 1: Sep 12, Z016 287 PM 98781-02 VOage ol TequesN �
AgreementslServices Signature Page -Village ofTequesta 98781-02 :
By signing this AgreementslServices Signature Page, the parties certify that they have read and understood this
Agreement and all applicable documents set forth below, that they agree to be bound by the tertns and conditions of �
these Agreements and applicable documents listed below, and that they have the authority to sign, and adopt these
Agreements and applicable documents.
Documents that reauire issuance to client (do noCrequire retum to Great•Westl
• ServicesAgreement
. • Services Ag�eement Addendum For Enhanced Signatureless.Recordkeeping Services (if applicable)
Group Annuity Contrect (if applicable)
• Procedures for Complying with Fund Company Market Timing and Excessive Trading Policies
• Business Continuity. Plans
• Privacy Notice Exhibit
• Morningstar Investment Management LLC Advisory Services Agreement (if applicable) witfi Form ADV Part
II (if applioable) ,
• Millennium Trust Automatic Rollover IRA Program
Documents that reauire su6mission to Great-West and are-covered bv the Sianature Paqe
• Contacts
• . Loan Policy
, • Empower Retirement Life Insurance Guidelines and Policies (if applicable) .
• Appendix A of the Momingstar Investment Manageme_nt LLC Advisory Services Agreerrient (if applicable)
Documents that require a separate siqnature and submisslon to Great-West
. Pian Service Center Application (PSC)
• Group.Annuity Contract Application (if applicable) .
. Signature AuthorizaUori Form
• Automatic Rollover IRA Election FoRn (iPapplicable per plan document de minimis rules)
• Millennium Trust Automatic Rollove� Services Agreement (if applicable per plan document de minimis ruies)
• Self-Directed Account Information (if applicable)
• Custom Asset Allocation Modef Solution Authorization Form (if applicable)
• MorningStar Investment Manageme�t LLC Advisory�Services Agreement (if applicable)
• Agreements/Service Signsture Page. .
Consent to Receive CommuNcetion and Documents Electronicallv
In accordance with applicable law, Great-West Life 8 Annuity Insuranse Company must obtain the Plan's consent to
receive privacy notices electronically'. Privacy notices will be delivered 'electronically with your consent below.
❑ The Plan hereby consents to receive privacy notices electronically.
❑ The Plan does not corisent to receive privacy notices elecVonically . _
Great=West reserves the right to provide communications and documents in an elecEronic format. By signing below," `.
y Plan Sponsor undetstands, acknowledges and consents to the electroniacommunication of all general Pian Sponsor
communicationsand the electronic delivery of plan and service=related information. Certaiirdocuments deiivered
electronically may still require Plan Sponsorsignatures. Plan'Sponsorunderstands and `agrees that Plan Sponsor can
elect to receive all communications in paper forrri.
I , e pa ies u y execu e is greemen as o ows:
Employer
. �,� �«.:` �
By:
Print Name:
E-Mail: Title:
Date: Septerriber 12, 2016
Great-West Life & Annuity Insurance Company
c_-�.��f�..�
By: ���---��-----.-�
Print Name: Brent Neese Title: Senior Vice.President Government Markets Date: 9/12/2016 .
Revisbn 1: Se012; 2D162:11 PM � 987Bt-02 Viilage otTepuas�a �
To the extent applicable, for the Employec's election of the Reality Inves6ng� Advisory Services under the Reality
Investlng� Advisory Services Agreement:
Advised Assets Group, LLC
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Print Name: David Musto Title: President & Chief Executive Officer Date: 9/12/2016
Revision 1: Sap 12, 201& 2:17 PM 9B7B1-02 ViVage o6Taquesla
i
SECTION 457 CUSTODIAL ACCOUNT AGREEMENT
WITH WELLS FARGO BANK, N.A.
THIS SECTION 457 CUSTODIAL ACCOUNT AGREEMENT is made by and between the
Village of Tequesta (herein "Employer"), and Wells Fargo Bank, National Association (herein "Custodian").
WHEREAS, Employer maintains an eligible defened compensation plan(s) (herein the "Plan(s)")
under section 457 of the Internal Revenue Code.
WHEREAS, Employer desires to set aside Plan(s) assets to be held in a funded arrangement under
section 457(g) of the Internal Revenue Code maintained for the exclusive benefit of Plan(s) participants and
their beneficiaries.
WHEREAS, section 457(g)(3) of the Internal Revenue Code provides that custodial accounts
described in section 401( fl of the Internal Revenue Code shall be treated as trusts pursuant to that section.
WHEREAS, Employer desires to engage the services of the Custodian to hold all assets and income
of the Plan(s) in a custodial account for the exclusive benefit of participants and their beneficiaries, as
defined in section 401( fl of the Internal Revenue Code.
WHEREAS, the Custodian is willing to act as custodian and deemed trustee of the Plan(s) as set
forth in section 457(g)(3) of the Internal Revenue Code to provide these services for the Plan(s) on the
condition that Employer has entered or is entering into a service agreement with Great-West whereby Great-
West will provide recordkeeping services for all Plan(s) assets held pursuant to this Agreement.
WHEREAS, Custodian has appointed Great-West to act as its agent for purposes of conducting
daily plan activities on behalf of the Plan(s).
WHEREAS, Employer understands that Great-West makes available to Wells Fargo Plan(s) and
participant account information necessary to produce all reports required of Wells Fargo pursuant to this
Agreement.
NOW, THEREFORE, be it resolved, that the Employer hereby appoints Wells Fargo Bank,
National Association, and Wells Fargo Bank, National Association hereby accepts its appointment as
Custodian of certain assets of the Plan . The parties also hereto agree as follows:
1. Establishment of Custodial Account
a. In order to carry out the purposes of the Plan(s), Employer hereby creates and establishes a
custodial account (herein the "Custodial Account"). The Custodian accepts the Custodial
Account and agrees to act as Custodian hereunder, but only on the terms and conditions set
forth in this Agreement. Subject to the terms and conditions of this Agreement, all right,
title and interest in and to the Custodial Account shall be vested exclusively in the
Custodian.
b. The Custodial Account shall include only those assets that the Custodian accepts. Only
assets actually received by the Custodian will become part of the Custodial Account. The
Employer acknowledges and agrees that it is responsible for effectuating the transfer of any
Plan(s) assets to be held in the Custodial Account to Custodian.
c. The Custodial Account established hereunder is intended to satisfy the requirements of
section 457(g)(3) of the Internal Revenue Code, and to be treated as a trust solely for
purposes of applicable tax laws under rules similar to the rules under section 401( fl as
contemplated by that section. In no event shall the Custodial Account be treated as a trust
for purposes of state law. Notwithstanding anything herein to the contrary, it shall be
impossible, prior to the satisfaction of all liabilities with respect to the employees and their
beneficiaries covered by the Plan(s), for any part of the funds of the Custodial Account to be
used for, or diverted to, purposes other than for the exclusive benefit of the participants or
their beneficiaries as provided for in the Plan(s). Except as provided in the Plan(s) and
consistent with applicable law, the assets of the Custodial Account shall never inure to the
benefit of the Employer and shall be held for the exclusive purpose of providing benefits to
participants and their beneficiaries and defraying reasonable expenses of administering the
Plan(s) and Custodial Account. The Employer agrees that it will abide by this provision and
that it will not cause the Custodian to violate this rule either by its direction or otherwise.
2. Services to be Provided bv Custodian and Obli�ations of the Parties The obligations of the
Custodian shall be limited to those expressly imposed upon it by this Agreement, notwithstanding
any reference herein to the Plan(s), and no further duties or obligations of the Custodian, such as a
duty to value Plan(s) investments, determine the prudence or authorization of any Plan(s)
investment, or diversify Plan(s) investments, shall be implied. The Custodian shall not be liable in
dischazging its duties hereunder if it acts in good faith and in accordance with the terms of this
Agreement and in accordance with applicable federal tax laws, rules and regulations. The Custodian
shall, upon direction from Employer, perform the following services; provided, however, that for
purposes of this Agreement the Custodian may rely on direction by the Employer to Great-West
pursuant to and consistent with the terms of the services agreement among the parties thereto:
a. Open and maintain a Custodial Account in the name of the Plan(s) and hold in such an
account all cash, securities and other property initially deposited plus any additional cash
and securities that may be received from time to time for the Custodial Account; provided,
however, that nothing in this Agreement shall require the Custodian to maintain actual
physical custody of assets held for the Plan(s), to which the Custodian has title, through a
broker held securities account or insurance company separate account, or to maintain actual
physical custody of mutual fund shazes. The Custodian shall have no duty or authority to
ascertain whether any contributions should be made to the Custodial Account pursuant to the
Plan(s), to determine the amount of any contribution to be made pursuant to the terms of the
Plan(s), or to bring any action to enforce any obligation to malce any contribution to the
Plan(s).
b. Act upon written direction from the Employer or from one or more investment advisors duly
appointed in writing by the Employer, as provided in Section 5 hereof. The Custodian shall
have no duty to determine any facts or the propriety of any action taken or omitted by it
pursuant to such directions.
c. Be responsible for the collection of all investment income relating to the assets in the
account.
d. Make payments from the Custodial Account to participants or their beneficiaries as the
Employer shall direct in writing, and amounts so paid shall no longer constitute a part of the
Custodial Account. The Employer shall report withholding of any federal, state or local
taxes that may be required to be withheld with respect to such payments and shall remit such
amounts withheld to the appropriate taxing authorities or determine that such amounts have
been reported, withheld and remitted.
Wells Fargo - 457 custodial agrmt-4-10-14.docx Page 2
e. The Employer shall pay or, if not paid by the Employer, shall direct the Custodian to pay
from the Custodial Account, the reasonable expenses relating to the Plan(s) and Custodial
Account, including, without limitation, investment management, accounting, legal, actuatial
expenses, and any expenses which have been approved by the Employer; provided, however
that expenses paid .pursuant to this section shall not include fees for custodial services to
Custodian.
f. Delegate to Great-West, any or all ministerial duties arising out of this Agreement, and
appoint Great-West as agent of Custodian for such purposes, including: holding plan assets
solely in Wells Fargo's name as Custodian; opening accounts with investment companies;
paying expenses; and making distributions from the Custodial Account. In no event shall
Custodian delegate to Great-West the right to hold title to the assets of the Plan(s) or
Custodial Account. Employer understands that, although Wells Fargo has certain processes
in place to monitor Great-West's activities, Wells Fargo relies on Great-West's records of
assets for reporting purposes as well as Great-West's regulatory processes to protect,
invest and distribute plan assets. Employer hereby releases and holds Wells Fargo harmless
from any and all liability resulting Great-West's activities, including but not limited to,
enors caused by inaccurate reporting, failure of Great-West to provide accurate information,
and other errors and omissions related to such information supplied to the Custodian except
to the extent Wells Fargo has actual knowledge an error or omission and fails to take action
�to remedy or disclose an error or omission to the Employer.
3. Aowers of the Custodian. The Custodian is authorized and empowered to:
a. Hold assets in the name of the Custodian, which may include entering into depository
arrangements for the safekeeping of records relevant to the ownership of such assets with
any entity or entities as the Custodian may choose.
b. Invest the assets of ttie C�stodial Account in such investment vehicles as directed by
Employer or a duly appointed investment advisor, including annuity or insurance contracts
issued by licensed insurance companies, and to enter into amendments to such annuity or
insurance contracts as so directed. The Custodian shall have no duty or responsibility to
determine the appropriateness of any Plan(s) investment, or to cause such investments to be
changed. The Employer shall be responsible to determine whether the Plan(s) and the
investments directed by it are authorized by state law. The Custodian sha11 forward all
notices, proposed contract amendments, rate or fee changes or other communications
regarding all annuity or insurance contracts held in the Custodial Account to the Employer,
and shall act on behalf of the Custodial Account with respect to any such notice, proposed
amendment, change, or other communication only as directed by the Employer. Any rights
of a contractholder under any such group annuity contract to discontinue, amend, or
otherwise modify the contract shall be exercised only upon the specific written direction of
the Employer to the issuer of the contract or by the Custodian at the Employer's express
written direction.
c. Make transfers among investment vehicles or disbursements from the Custodial Account as
directed by the Employer or, if applicable, by the Plan(s) participants.
d. Employ agents other than persons on its regular payroll and delegate to tfiem such
ministerial and other non-discretionary duties as it sees fit and to rely upon such information
furnished by such agents.
Wells Fargo - 457 custodial agrmt-4-10-14.docx Page 3
e. Deliver proxy and other materials for securities held in the Custodial Account, including
offers to tender or exchange such securities, to the Employer or otherwise as the Employer
may direct in writing.
f. Pay taxes of any and all kinds levied or assessed against the Custodial Account as directed
by the Employer.
g. Make, execute, aclrnowledge, and deliver any and a11 documents of transfer and conveyance
and any other instruments that may be necessary or appropriate to carry out the
custodianship duties and powers.
h. Hold uninvested such cash funds as may appear reasonably necessary based upon directions
of the Employer to meet the anticipated cash requirements of the Plan(s) from time to time
and to deposit the same or any part thereof, either :separately or together with other funds
under the control of the Custodian, in its own deposit department or to deposit the same in
its name as Custodian in such other depositories as it may select.
i. Institute, prosecute, maintain, or defend any proceeding at law or in equity concerrung the
. Custodial Account or the assets thereof, at the sole cost and expense of the Custodial
Account, and to compromise, settle, and adjust any claims and liabilities asserted against or
in favor of the Custodial Account or of the Custodian; but the Custodian shall be under no
duty or obligation to institute, maintain, or defend any action, suit, or other proceeding
unless it shall have been indemnified to its satisfaction against any and all loss, cost,
expense, and liability it may sustain or anticipate by reasons thereof.
j. Retain any funds or property subject 'to any dispute without liability for the payment of
interest, and to decline to make payment or delivery thereof until final adjudication is made
my a court of competerit jurisdiction.
4. Reports. C�zstodian, or agent of Custodian, shall furnish to Employer and any duly appointed
investment advisors a periodic statement of account no less frequently than annually, reflecting an
inventory of assets in the account, all activity during the previous period, and a mazket value for the
assets of the account. Custodian,� or its agent, will furnish such reports including reports to �
Employer'.s accountant or other examiners. upon Employer's request which sha11 be based upon the
records maintained by Great-West, and which shall be provided to Custodian on a quarterly basis.
5. Authorized Persons. The Employer and any duly appointed investment advisor shall furnish a list to
the Custodian (and from time to time whenever there are changeS therein) of the individuals
authorized to transmit instructions to the Custodian concerning the assets in the account and written
direction regarding the form of such instructions. If the Employer has implemented the voice
response system for participants, all participants are deemed to be authorized individuals solely for
purposes of directing investment of their individual account balances. The Custodian shall be
entitled to rely on instructions from participants received through the voice response system as well
as on the oral advice as confirmed in writing or written advice of other authorized individuals. The
' Custodian shall treat as genuine and may rely on any notice or communication without further
verification that it reasonably believes is from an authorized party, as defined above, and shall be
protected in doing so by the Employer.
6. C Pavable to Custodian. The Custodian shall be entitled to receive reasonable
compensation for services provided under this Agreement in connection with the Plan(s). Such
compensation shall be paid as set forth on the fee schedule attached hereto as Exhibit 1, and may be
changed from time to time by agreement of the parties.
Wells Fargo - 457 custodial agrmt-410-14.docx Page 4
Reasonable compensation includes float received from the deposit of funds pending investment or
presentment of checks for payment in non-interest bearing suspense or demand deposit accounts
maintained by Wells Fargo for brief periods of time in order to facilitate the servicing of the plan.
The Custodian receives compensation from the use of these uninvested funds, which accrues on
payments made from the Plan (such as distributions and expense payments) and on contributions or
other funds received too late in the day to be invested for the Plan that same day. Float on distribution
payments begins to accrue when the funds are transferred from the Plan to a trust clearing account
(generally within one business day of the distribution request), and ends on the date the payment
clears or is returned to the Plan. Checks are generally mailed within two business days of the
distribution request. Float on contributions and other funds received too late in the day to be invested
that same day (or received without sufficient information to invest them properly) begins to accrue on
the date the funds are received and ends on the date the amounts are deposited to the plan, which is
generally the next business day if the Custodian has complete information relating to the investment
of such funds; float may continue to accrue if the Custodian has insufficient information regarding the
contributions or deposits to invest them properly in the Plan (e.g., incomplete participant contribution
information or incorrect account number).
Depending on its anticipated funding needs, uninvested funds aze generally used to either reduce the
Custodian's overall borrowing from other sources (such as in the Federal Funds market) or invested in
short-term investments (such as its Federal Reserve Account). Uninvested funds from the Plan are
not segregated from other deposit funds, so attributing an exact earnings or interest factor applicable
to the Plan's uninvested funds is not possible. Earnings on the float (or the corresponding reduction
in borrowing, depending on anticipated funding needs) depends on numerous factors such as current
interest rates, Federal Funds rates, credit risk, and the duration of the particular debt instrument.
7. Amendment and Termination. This Agreement may be amended by written agreement of the parties
at any time. This Agreement shall continue in effect unless or until terminated by either party upon
thirty (30) days' written notice to the other party; provided that Custodian sha11 continue to act as
Custodian of the Custodial Account until a successor Custodian is appointed. If no successor
Custodian is appointed within ninety (90) days of such written notice of termination, Custodian shall
be authorized to petition a court of competent jurisdiction for a declaration appointing a successor
Custodian, and to charge the Custodial Account for the reasonable costs, fees, and expenses of such
legal process. Upon termination, all securities held in the account shall be delivered by the
Custodian to a successor custodian appointed by the Employer or as otherwise directed in writing by
the Employer. Notwithstanding the foregoing, this Agreement shall automatically terminate in the
event that a contract for the provision of one or more funding mediums for the Custodial Account
and recordkeeping services through Great-West aze discontinued or terminated without renewal,
effective as of the date of such discontinuance or termination, with no further notice from or to either
parly; provided that Custodian shall continue to act as Custodian of the Custodial Account until a
successor Custodian is appointed. If no successor Custodian is appointed within ninety (90) days of
such written notice of termination, Custodian shall be authorized to petition a court of competent
jurisdiction for a declaration appointing a successor Custodian, and to charge the Custodial Account
for the reasonable costs, fees, and expenses of such legal process.
8. Limitation of Liabilitv. Custodian shall not be liable for any claims, liabilities, or expenses arising
from or alleged to arise from any action or inaction taken by Custodian pursuant to the direction of
Employer or any authorized agent thereof. Employer specifically releases Custodian from any
liability except to the extent Custodian has committed negligence or malfeasance in the exercise of
its responsibilities hereunder.
Wells Fargo - 457 custodial agrmt-4-10-14.docx Page 5
9. Notices
Notices to the Employer shall be directed and mailed as follows:
Attention:
Employer EIN #
Notices to the Custodian sha11 be directed and mailed as follows:
Wells Fargo Bank, N.A.
Institutional Retirement and Trust
1740 Broadway, MAC#C7300-105
Denver, CO 80274
Attention: Andrea L. Stellish
Notices to Great-West shall be directed and mailed as follows:
Great-West Life & Annuity Insurance Company
8515 East Orchard Road
Greenwood Village, Colorado 80111
Attention: Laura Gene Miller
AVP & Counsel, Legal Department
Great-West Group No.: 98781-01
10. Written Direction. If a provision of this agreement requires that a communication or document be
provided to the Custodian in writing or written form, that requirement may also be satisfied by a
facsimile transmission, electronic mail or other electronic transmission of text (including
electronic records attached thereto), if the Custodian reasonably believes such communication or
' document has been .signed, sent or presented (as applicable) by any person or entity authorized to
act on behalf of the Employer. If this agreement requires that a communication or document be
signed, an electronic signature satisfies that requirement. Any electronic mail or other electronic
transmission of text will be deemed signed by the sender if the sender's name or electronic address
appears as part of, or is transmitted with, the electronic record. The Custodian will not incur any
liability to anyone resulting from actions taken in good faith reliance on such communication or
document. Nor sha11 the Custodian incur any liability in executing instructions from any person
or entity authorized to act on behalf of the Employer prior to receipt by it of notice of the
revocation of the written authority of such person or entity.
11. Ins ection Privile es. The books records documents accountin rocedures and ractices of the
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Custodian relevant to this Agreement are subject to examination by the Employer, including but not
limited to an annual audit by an independent auditor designated by the Employer.
2. Governin Law. This Agreement shall be governed by and enforced under the laws of the state of
the Em 1 `
p oyer s pnncipal place of busmess. The Custodial Account hereby created is issued m
Colorado and all questions regarding its administration shall be determined under the laws of the
State of Colorado.
Wells Fargo - 457 custodial agrmt-4-10-14.docx Page 6
13. Severabilitv. In case any provisions of this Agreement shall be held illegal or invalid for any reason,
their illegality or invalidity shall not affect the remaining parts of this Agreement, and this
Agreement shall be construed and enforced as if the illegal and invalid provisions had never been a
part of the Agreement.
14. Assignment. This Agreement shall not be assigned without the express written consent of all parties
to this Agreement, which consent shall not be unreasonably withheld; provided, however, that this
provision is subject to and shall in no way limit the effect of Section 3 hereof (relating to the power
of Custodian to delegate certain duties to Great-West, and appoint Great-West as its agent for certain
purposes).
15. Successors and Assig�,s. This Agreement shall be binding upon the respective successors and
assigns of the Employer and the Custodian.
16. Effective Date. This Agreement shall be effective December 1, 2016, or such later date signed bx
Emplover and Custodian.
' IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
wiitten above.
EMPLOYER:
By:
Its:
Date
CUSTODIAN:
Wells Fazgo Bank, National Association
By:
Its:
� Date
� Wells Fargo - 457 custodial agrmt-410-14.docx Page 7
ATTACHMENT A
SHAREHOLDER COMMUNICATIONS ACT DISCLOSURE
Plan Name: Village of Tequesta Deferred Compensation Plan
The Securities and Exchange Commission adopted the Beneficial Owner Information Disclosure Rule
#14b-2 (Rule) in 1986 as part of its effort to improve communications between publicly held companies
and beneficial owners of the securities registered in the name of certain nominees.
Under these rules, Wells Fargo is required to contact each customer for whom we hold securities and
determine whether you authorize us to provide your name, address and share position to the issuer of the
securities you own. For your protection, the rules prohibit the requesting company from using your name
and address for any purpose other than corporate communications.
Please complete the authorization below by checking one of the alternatives. Note: Under the Rule, Wells
Fargo is required to treat a non-response as a"YES" disclosure response.
��� ❑ You are authorized to release my name, address and share position
("YES" response).
❑ You are NOT authorized to release my name, address and share
position ("NO" response).
Employer
Authorized Signature:
Title:
Date:
Wells Fargo - 457 custodial agrmt-4-10-14.docx Page 8
.
EXHIBIT 1
FEE SCHEDULE
Wells Fargo Bank, N.A.
and
Great West Life & Annuity Insurance Company
Schedule of Charges for Custodial Services
This Schedule may be revised or modified at time of renewal of the Employer's Service Agreement with
Great-West.
Base Char�e
The Custodian's compensation for the custodial services being provided under this agreement is included
in the fees being received by Great-West under the Service Agreement between the Employer and Great-
West. Great-West will forward such custodial fees to Wells Fargo Bank, N.A. at no additional cost to the
Employer.
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
A Stock Company
8515 East Orchard Road Greenwood Village, CO 80111
For seivice, ca111 �00-701-8255
Group Fixed Deferred Annuity Contract
Non-Participating
PLAN SPONSOR Village of Tequesta
CONTRACTHOLDER Village of Tequesta and the Tnisteels of the Viilage of Tequesta Deferred '
Compensation Plan as identified on the Group Annuity Contract
Application.
PLAN Village of Tequesta Deferred Compensation Plan
CONTRACT NUMBER 98781-01
CONTRACT DATE September 9, 201.6 or the later of the dates.signed by all parties. or the
later of the dates signed by all parties.
Great-West Life & Annuity Insurance Company ("Great-WesY') agrees to pay annuity benefits on behalf
ofParticipants who an annuity payment option under this Group Fized Deferred Annuity � -
Contract ("ContracY'). The provisions on the folloviring pages, together with the Application for this
Contract, and other tlocuments referenced in Section 10.2, are part of this Contract. .
Signed for Great-West Life 8 Annuity Insurance Corripany and effective ori the Contract Date.
� ��� ���� �
Secretary President
This Contract is a legal contract between Contractholder, Plan Sponsor and Great-West l:ife & Annuity
Insurance Company. PLEASE READ THIS CONTRACT CAREFULLY.
G FAC 10 FFII gavisbn 7: "-�p 9, 2076 d:52 PA1 98TBt-0I Ydago ol Tcyueste
.
TABLE OF CONTENTS
SECTION DEFINITIONS ................................................................................................................... 4
SECTION 2. OWNERSHIP PROVISIONS ............................................................................................. 6
2.1 Ownership of the Contract ............................................................................................................... 6
2.2 Transfer and Assignment .............:................................................................................................... 6
2.3 Trust ................................................................................................................................................ 6
SECTION 3. Pi4RTICIPANT ACCOUNT VALUE .................................................................................. 7
3.1 Fixed Accourit Value ........................................................................................................................ 7
3.2 Transaction Date ................................................:............................................................................. 7
SECTION 4. CONTRIBUTIONS AND DEPOSITS TO PARTICIPANT ACCOUNTS ............................. 8
� 4.1 Contriliutions ............................... .......8
............ . .................................................................................
4.2 Limitations on Salary Reduction Contributions ......:.......................................................................... 8
4.3 Deposits to Participant Accounts ..........................•••..........................................................••-............ 8
4.4 Allocation of Contributions and Deposits .......................................................................................... 8
SECTION 5. CONTRACT CHARGES AND FEES ................................................................................ 9
5.1 Contract Maintenance Charge ..............................:.......................................................................... 9
5.2 Gontract Termination Charge .......:................................................................................................... 9
5.3 Fees Imposetl 6y Investment Option Provider .................................................................................. 9
5.4 Service Charges and Fees ............................................................................................................... 9
5 .5 Payment of Charges and Fees ......................................................................................................... 9
SECTION 6. PARTICIPANT-, ALTERNATE PAYEE-, AND BENEFICIARY-DIRECTED TRANSFERS
AMONG INVESTMENT OPTIONS OFFERED BY THE PLAN ............................................................10
SECTION 7. DISTRIBUTIONS�FROM PARTICIPANT ACCOUNTS ...................................................11
7.1. Distribution Requirements ..............:............................................................................................... 11
7.2 Rollovers ..................................................:..................................................................................... 11.
7.3 Establishment of Alternate Payee Account ..........:...................................................:...................... 11
7.4 Required Minimum Distributions during the ParticipanYs Lifetime .................................................. 11
7.5_ Distributions after the Participant's Death ...................................................................................... 11
7.6 Plan-to-Plan Transfers,. ...........................:...................,......................:.......................................... 11
' 7,7 Transfers from a Governmental Plan for the Purchase of Permissive Service Credits ................... 12
SECTION8. PAYMENT OPTIONS ..................................................:.........:.........................................13
8.1 Requests for Distributions to a Participant, Beneficiary or Alternate Payee ....................................13
8.2 Conditions of Payment ..........:.:.:...............................:...:................................................................ 13
8.3 Total or Partial Lump Sum Payment Option .............................................: ..................................... 13
8.4 Feriodic,Payment Options .............................................................................................................. 13
8.5 Arinuity Payment Options ...........................................:..................................................:.......:........ 13
8.6 Election of Annuity Options ............................................................................................................14
8.7 Misstatement of Age or Death ........................................................................................................14
SECTION 9. CONTRACT TERMINATION ..................................................................................:.......15
9.1 Notice of Contract Termination and Selection of Termination Option(s) ............................._........... 15
9.2 Contract Termination Provisions ....................................:............................................................... 15
9.3 Contract Termination due to Plan Termination ............................................................................... 15
SECTION 10. GENERAL PROVISIONS .....................:........................................................................16
10.1 Contract ....................................................................................................................................... 16
10.2 Entire Contract ............................................................................................................................. 16
10 .3 Contract Mod'rfication ...............:..................................................................................:.:.............. 16
10.4 Mod�cation of Fixed Account Options ......................................................................................... 16
GFAC 10 FFII Page 2
Reraun t: Sep 9, 2016 a;52 P!A 987At-01 V�eage of TeCUests
10.5 orati
Rest ons .................................................................................................................................16
10.6 Plan Provisions ............................................................................................................................ 17
. 10.7 Non-Participating ......................................................................................................................... 17
10.8 Currency and Contributions and Deposits .................................................................................... 17
10 .9 Notices ......................................................................................................................................... 17
10 .10.Disclaimer .................................................................................................................................. 17
10 .1.1 Representations .........................................................................................................................17
10.12 Non-Waiver ................................................................................................................................ 17
10.13 Information ...:............................................................................................................................. 17
GFAC 10 FFII Page 3
RevislnntiSep9.20184:52PM 9B7B1-01 V�➢ageafTOpuosla
SECTION 1. DEFINITIONS
Administrative Offices-8515 East Orchard Road, Greenwood Village, CO 80111.
Aftemate Payee — any spouse, former spouse, child-or other dependent of a Participant or any other
person recognized under applicable law who is recognized by a Qual�ed Domestic Relations Order as
having a right to receive all or a portion of the benefit payable under a Plan with respect to such
Participant.
Annuifant—the person upon whose life the payment of an annuiry is based.
Annuity Commenceinent Date — the date annuity payments begin_to an Annuitant.
Applicable Tax — the amount of tax, if any, charged by a state or other govemmental authority,
Beneficiary — a person or entity named by the Participant to receive all or a portion of the ParticipanYs
account at his or her death.
Business Day— any day and during the hours on which the New York Stock Exchange is open for
tradirig.
Code—the Internal Revenue Code of 1986, as amended from time to time, or any future United States
Internal Revenue law. that replaces it, including corresponding Treasury Regulations and Intemal
Revenue Service guidance.
Contributions — salary reduction contributions, Participant after-tax contributions, employer
contributions, or other contributions made to the Plan by or on behalf of a. Participant under the Code,
Deposits — rollovers, plan to. plan transfers, Transfers, 'or other amounts, other than Contributions, paid
into the Participant Account under the Plan.
Distributions - amounts paid to a Participant, Beneficiary or Altemate Payee, pursuant to the terms of
the Flan and the �Code.
Fixed Account— an investment option, the assets of which are part of the General Account of Great
West.
Fixed Account Value — the sum of the. Fixed Accounts.
General Account — Great-West's assets other than those held in any segregated"investment account.
.
Great-West— Great-West Life & Annuity Insurance Company, located at the'Administrative Offices.
Guaranteed Interest Rate — the minimum interest rate on an annual effective basis, if any, described on
a Fixed Account rider(s).
Parficipant— an individual eligible to participate in the Plan with assets in a Participant Account.
Participant Account — a separate record in the name of each Participant, Beneficiary or Alternate
Payee, which reflects his or her share in the Fixed Account(s).
Participant Account Value — the sum of the Fixed Account Value credited to the Participant Account.
GFAC 10 FFII Page 4
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Padicipant Effective Date — the date on which the first Contribution or Deposit is credited to a
Participant Account.
Payee — a person entitled to receive all or a portion of the value of the Participant Account.
Plan = The name of the plan as noted on the first page of the Contract.
Plan Sponsor— an entity maintaining the Plan on behalf of Participants, Altemate Payees and
Beneficiaries. In a rriultiple employer plan, the Plan Sponsor shall be considered the entity maintaining
the multiple employer plan on behalf of participating employers and the participating employers
Participants, Altemate Payees and Beneficiaries.
Qualified Domestic Relations Order— a domestic relations order that creates or recognizes the
existence of an Aiternate Payee's righf to, or assigns to an Altemate Payee the right to receive all or a
portion of the benefits payable with respect to a Participant and that complies with the requirements of
the Code and ERIS,4, if applicable, ancJ is approved by the Ptan.
Request=an inquiry or instruction in a form satisfactory to Great-West. A valid Request must be: (1)
received by Great-West at its Administrative O�ces in good order; and (2) submitted in accordance
vuith the provisions of this Contract, or as required by Great-West. The Request is subject.to any action
taken_by Great-West before the Request was processed.
Start-Up Costs—the amounts incurred by Great-WesYin acquiring and implementing the plan, which
may include but are not limited to restorations, commissions or other costs.
Transfer— the reinvestment or exchange of all or a portion of the Participant Account balance from one
investment option or provider under the Plan to another.
GFAC 10 FFII Page 5
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SECTION 2. OWNERSHIP PROVISIONS
2.1 Ownershi of the Contract
Contractholder is the owner of the Contract and is ident�ed on the.first page of the Contract. Plan
Sponsor and Contractholder have certain rigfits and privileges as set forth under this Contract.
2.2 Transfer and.Assiqnment
The interests of the Contractholder and Plan Sponsor in this Contract may not be transferred, sold,
assigned, pledged, charged, encumbered, or in any way alienated; however, if the Plan is consolidated
or merged with another plan or if the assets and liabilities of the Pian are transferred to another plan,
tlie Contract may be assigned to the new Plan Sponsor and/or trustee.
2.3 Trust
The Contract may 6e used in lieu of a trust agreement for purposes of s.atisfying Code sections 401(a),
4Q1(� and 457(g) and no portion of the amount contributed to the Contract, plus eamings thereon, may
be used for or diverted to any purpose other than the exclusive benefit of Participants and their
Benefciaries prior to the satisfaction of all liabilities to them.
GFAC 10 FFII Page 6
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SECTION 3. PARTICIPANT ACCOUNT VALUE
3.1 Fixed Account Value
The,Fixed Account Value in the Participant Account is calculated as follows:
(a) all Contributions and Deposits to a Fixed Account opEion made by or on behaif�of the
Participant, Altemate Payee and Beneficiary; plus
(b) all interes# credited to tfie Contractfiolders assets in the Fixed Account on an annual effective
basis pursuant to the Guaranteed Interest Rate applicable to the FiXed Account; less i
(c) any amounts transferred or distributed from the Fixed Account; less
(d) any applicable charges, fees and Applicable Tax, if any.
3.2 Transaction Date
All Requests, Contributions and Deposits received in good order with all required documentation at
Great-WeSt's Administrative Offices prior to the close of business of the New York Stock Exchange will
. be processed as of the date received, and ff received after the close of business of the New York Stock
Exchange will be processed on the next Business Day. However, Great-West shall not be liable for the
results of any delay or interruption due to causes or conditions beyond its control including, wifhout
limitation, labor disputes, riots, war and war-like operations including acts of terrorism, epidemics,
explosions,.sabotage; acts of God, failure of power, fi[e or other casualty,. natural disasters or
disruptions in orderly trading on any relevant exchange or market, including disruptions due to
extraordinary market votume that resUlt in substantial delay in receipt of correct data.
GFAC 10 FFII Page 7
RaNSiai 1: Seo fl. 2016 a:52 Phl 98781-0t �Jlage of Te��estn
SECTION 4. GONTRIBUTIONS AND DEPOSITS TO PAR7'ICIPANT ACCOUNTS
4.1 Contributions
Prior to the termination of the contract and unless otherwise described in a Fixed Account rider(s),
Contributions may be made at any time, pursuant to the terms of the Plan.
Great=West shall not be responsible for determining the amount of Contributions to be made for any
Padicipant. The Contribution amounts will be allocated to Participant Accounts pursuant to the
accompanying Contribution report. The Contribution report must be submitted in a manner acceptable
to Great-Wes# and shall 6e conclusive and binding on the-Plan and on any person or entity claiming an
interest under the Contract. When the Contribution repoR does not coincide with the Contribution
received and the inconsistency is not resolved within a period of time required under the law, Great-
VVest may retum the Contribution.
Great-WesYs prior approval may be required before a Contribution may be made that causes a
Participant Account.Value to exceed $1,000,000.
4.2 Limitations on Salarv Reduction Contributions
Each ParticipanYs satary reduction Contributions, if any, must satisfy any limitations imposed by the
Plan or the Code.
4.3 Deaosits to Participant Accounts
Deposits will be accepted insofar as they are permitted under the terms of the Plan and applicable
Code �equirements:
4.4 Allocation of Contributions and Deaosits
Contributions and Deposits, less Applicable Tax, if any, will be allocated in the Participant Account
when received by Great-West at its Administrative Offices, subject to Section 3.2 of this Coritract.
Contributions and Deposits will be allocated as directed by the Participant among any number of
cur�ently offered Fixed Account options available under the Contract. If the offered Fixed Account
options are cha�ged, Contributions and Deposits may be redirected and the account balance may be
reallocated subject fo the terms of the accounts selected.
GFAC �0 FFII Page 8
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SECTION 5. CONTRACT CHARGES AND FEES
5.1 Contracf Maintenance Charqe
An annual contract maintenance charge may apply. kiowever, if the Participant Effective Date is after
January 1, the initial contract maintenance charge for that Participant Account will appty during the
calendar quarter after the ParticipanYs one-year anniversary (calculated from the Participant Effective
Date) and will be pro-rated for the remainder of the year.
The deduction of the contract maintenance charge will be pro-rated among the applicable Fixed
Account Value on the date of deduction, Whenever a deduction for a contract maintenance charge is
made from a Fixed Account, Great-West will reduce the Pa'rticipant Account Value in an amouot equal
to the deduction:
5.2 Contract Termination Charqe
Upon termination of the Contract by Plan Sponsor, a contract termination charge based upon a
percentage of the original Start-Up Costs may apply.
5.3 Fees Imoosed bv Investment Oation Provider
Any,and all fees imposed by the provider of any investment option offered by the Plan and invested in
by the Participant, Altemate Payee and Beneficiary, including but not limited to redemption fees, shall
be deducted from the Participant Account Value,
5.4 Service Charqes and Fees
Great-West and Plan Sponsor may enter into an agreement for services to the Plan not otherwise
provided under this Contract. Charges and fees for these services will be described in the agreement.
5.5 Pavment of Charqes and Fees
Any fees imposed by the providers of any investment option, all charges and fees may be billed di�ectly
Yo Plan Sponsor. If Plan Sponsor does not elect to have such charges and fees billed to Plan Sponsor,
such charges and fees shall be deducted from the Participant Account Value.
In aIl instances where Plan Sponsor has elected to be'billed for any fees and charges and any of the
fees or charges are unpaid after the date billed, as disclosed in and pursuant to the procedures in the
fee disclosure and/or service •agreement for the Plan, Plan Sponsor and Contractholder hereby
instructs Great-lNest to debit Participant Accounts. Gceat-West may continu,e to deduct.charges and
fees quarterly from Participant Accounts unless and uritil Plan Sponsor provides.Great-West with
written instructions to reinitiate billing.
Great-West may change any charges and fees upon not fewer than 30 days advance written notice to
Plan Sponsor.
� GFAC 10 FFII Page 9
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SECTION 6. PARTICIPANT-, ALTERNATE PAYEE-, AND BENEFICIARY-DIRECTED
TRANSFERS AMONG INVESTMENT OPTIONS OFFERED BY THE PLAN
Upon ceceipt of a satisfactory Request meeting all of the requirements of this section, Great-West will
process a single-sum Transfer of all or a portion of a Participant Account in the Plan. Transfers must:
(a) setisfy the terms of the Plan in accordance with the appropriate provisions of the Code; and
(b) • satisfy any restrictions in the attached Fixed Aocount rider(s), and ariy trading restrictions imposed
by the investment option provider, including but not limited to mutual.fund restrictions on market timing or
excessive trading.
GFAC 10 FFII Page 10
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SECTION 7. DISTRIBUTIONS FROM. PARTICIPANT ACCOUNTS
7.1 Distribution Reauireme�ts
Notwithstanding any provision herein to the contrary Distributions to a Payee may only be made in
accordance with the terms of the Plan and appiicable Code sections and any terms of the Fixed
Account rider(s), and will.be tax reported under the applicable rules�in effect on the date of Distribution.
Great-West will rely on information provided by Plan Sponsor or its designee with respect to the timing
and amount of any beneft payable to a Payee under this Contract. Great-West wiil not process any
Distributions to a Payee without Plan Sponsor or its designee instructions,
7.2 Rollovers
If the Paqee of an eligible rollover Distribution elects to have the Distribution paid directly to a specified
efigible retirement plan, as defined in Code s'ection 402(c)(8)(B), then the Distribution will be paid to that
eligitile retirement pfan in a direcf [ollover. If the Plan provides for mandatory Distrifiutions under
Section 401(a)(31)(B) of the Code, suoh Distributions shall be sent to the IRA provider selected by Plan
Sponsor pursuant to the Plan Sponsor's or its designee's instructions.
7.3 Establishment of Altemate Pavee Account
A Request in connection with a Qualified Domestic Relations Order (QDRO) must be approved by Plan
Sponsor, except as otherwise agreed. Great-West will make payment to the Altemate Payee and/or
establish a Participant Account on behalf of the Aiternate Payee named in such order. The Alternate
Payee shaiF be treated as a surviving spouse for purposes of Code section 401(a)(9) and shall be
responsible for submitting a Request to begin Distributions in accordance with the Code. .
7.4 Required Minimum Distributions durinq the ParticioanYs Lifetime
Participants are required by the Code to begin receiving required minimum Distributions as of their
required beginning date, which is April 1 of the calendar year following the later of: (a) attainment of age
70%:; or (b) retirement, or such other date as may be prescribed in the Code. Required minimum
Distributions ma.de under this Contract wiil only be made in a manner consistent with Code section
401(a)(9). It is the ParticipanYs or Plan Sponsor's responsibility to Request paymenis in accordance
with the minimum distribution requirements. Great-West is not responsible for any penalties resulting
from a failure to Request timely payments in the proper amount.
7.5 Distributions after the ParticioanYs Death
If the Participant dies, the amount payable on death will be the Participant Account Value net of any
outstanding loan balance. Distributions to Beneficiaries must begin on or before the designated
Beneficiary's required beginning date in a manner and amount consistent with Code section 401(a)(9)
as it is in effect at the time of the Distribution.
It is the Beneficiary's responsibility to Request payments and to pay any penalties resulting from a
failure to Request timely payments in the proper amount. A Beneficiary may not receive more than the
Participant Account Value.
7.6 Plan-to-Plan Transfers
A Participant o� Beneficiary may direct that all or a portion of the Participant Account Value be
transferred in a single sum to a contract under another Plan Sponsor's plan. Such trarisfers will be
permitted providecl:
(a) Both the transferor and transferee plan provide for such transfers, and the transfer satisfies the
terms of the Plan and applicable provisions of the Code;
GFAC 10 FFII Page 11
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(b) In the case of a transfer for a Participant, the Participant is an employee or former employee of
the Plan Sponsor (or the business of the Plan Spon'sor) forthe receiving plan;
(c) In the case of a transfer for a Beneficiary, the Participant was an einployee or former employee of
the Plan Sponsor (or the business of the Plan Sponsor) for the receiving plan;
(d) Great-West receives a satisfactory Request for such transfer; and
(e) The restrictions, if any, contained in the attached Fixed Account rider(s), if any, allow such
transfer.
7.7 Transfers frorn a Govemmental Plan for the Purchase of Permissive Service Credits
If the Plan so p�ovides, a Participant may direct that all or a portion of the Participant Account Value be
transferred in a,single sum to a qualified defined benefit plan that is a govemmental plan (as defined in
Code section 414(d)). Such transfers will be permitted provided:
(a) The transfer satisfies the terms of 4he Pian in accordance with the appropriate provisions of the
Cdde; -
(b) Great-West receives a satisfactory Request for sucFi transfer; and
(c) The restrictions, if any, contained in the attached Eixed Account rider(s) allow such transfer.
GFAC 10 FFII Page 12
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SECTION 8. PAYMENT OPTIONS
8.1 Requests for Distributions to a Particioant. Beneficiarv or Alternate Pavee
As long as the Participant Account Value is greater than zero and as allowed by the Plan and Code, a
Request may be made to:
(a) Elect an annuity payment option, provided such Request is made at least 30 days before the
Annuity Commencement Date;
(b) Elect a non=annuity payment option and designate'the date payment shall commence;. or
�(c) Change from one payment option, to a different payment option, if allowed under the terms of the
payment option selected.
8.2 Conditions of Pavment
Approved Distributions shall be effective on the later of: (a) the date elected subject to any restrictions
of the Fian and Code and any Fixed Account rider(s); or (b) the date of the Request.
8.3 Total or Partfal Lumo Sum Pavment Option
If, based upon information provided by Plan Sponsor, the Payee is entitled to a Distribution under the
applicable terms and provisions of the Plan and the Code sections goveming the Plan, all or a portion
of.a ParticipantAccountmay be applied to a lump sum payment option selected by the Payee.
Subject to the provisions.of any attached Fixed Account rider(s), the amount to be distributed is: (i) the
amount requested as a lump sum; less (ii) the Applicable Tax, if any, as of the date of the amount
ciistributed, and (iii) any applicable fees and charges.
8.4 Periodic Pavment Ootions
If, based upon information provided by Plan Sponsor, the Payee is entitled to_a Distribution underthe
applicable, terms and provisions of the Plan and the Code sections goveming the Plan, all or a portion
of a Partieipant Account may be applied to a periodic payment option selected by the Payee, subject to
any restrictions in a Fixed Account rider(s). Charges and fees will continue to apply. An Applicable
Tax, if any, may apply. Periodic payment elections are subject to the administrative procedures of
Great-West in effect at the time of the election and the periodic payment options Great=West makes
available at the t'ime of Distribution.
If a Participant is receiving periodic payments, such payments will cease as of receipt by Great-West of
notice of the ParticipanYs death. The deceased Participant's Beneficiary may then elect a payment
op4ion under tliis Section 9 meeting all the requirements of Code section 401(a)(9).
8.5 Annuitv Pavment Oations
If, based upon information provided by Plan Sponsor, the Payee is entitled to a Distribution under the . •
applicable terms and provisions of the Plan and the Code sections goveming the Plan, all or a portion
of a Participant Account may be applied to an annuity payment option selected by the Payee, so long
as the requirements of Cocle section 401(a)(9) are met. Thereafter, this Contract shall no longer be
applicable with respect to amounts in the annuity payment option.
.
The amount to be applied to ari annuity payment option is: (i) the portion of the Participant Account
Vatue elected bjr Pa}ree subject to any restrictions in a Fixed Account rider(s), less (ii) Applicable Tax, if
any, less (iii) any fees and charges described in the Gontract.
GFAC 10 FFII Pa e 13
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Rerisanf:Se04,Z016452PFt 98i81-01 V�agealieGuesla
The minimum amount that may be applied under the elected annuity option is $5,000. If any payments
to be made.unde� the elected annuity payment option will be less than $50, Great-West may make the
payments in the most frequent interval that produces a payment of at least $50.
Great-West will issue a certificate to each Annuitant describing the benefits payable under the elected
annuity paymenf option.
8.6 Election of Annuitv Options
An Annuitant is required to elect an annuity payment option. The Annuitant must Request an annuity
pay.ment option or change an annuity payment option no later than 30 days prior to the Annuity
Commencement Date.
To the'extent available under the Plan, the available annuity payment options are:
Income for Single Life Only
Income for Single Life with Guaranteed Period _
Income for Joint Life Only
Income for Joint Life with Guaranteed Period
Income for a Specific Period
Any other form of annuity payment permitted under the Plan, if acceptable to Great-West.
The annuity option that will always be available is the Income for Single Life Only Annuity. If this
annuity option is elected, Great West will make payments to the Annuitant at a frequency specified in
the annuity certfficate for the duration of the Annuitant's lifetime. Payments will cease pursuant to the
terms of the certfficate.
Minimum Monthly Payment for Each $1,000 of Participant Account Value
Applied to Purchase a Lifetime Monthly Annuity
Age of Lifetime Monthly
Pavee Pavment
50 $4.00
55 4.28
60 4.66
65 5.20
70 5.98
75 7.1fi
8:7 Misstatement of Aqe or Death
Great-West may require adequate proof of the, age and death of any Payee before processing a
Request for or making any payment. If the age of the Payee has been misstated, the payments
established for himlher under the applicable payment option will be made on the basis or his/her correct
age.
If payments made pursuant to an annuity payment option were too large because of a misstatement of
age, Great-West may deduct the difference from the next payment or payments with interest. If
payments were too small, Great West may add the difference to the next payment with interest. Any
interest payable will be made at the rate required by law.
GFAC 10 FFII Page 14
Revisfon 1: Sep 9, 2016 C:52 P61 98781-01 Vi�oge ol7equesla
SECTION 9. CONTRACT TERMINATION
9.1 Notice of Contract Termi�ation and Selection of Termination Ootion(sl
Either Great-West or Plan Sponsor may terminate this Contract with advance written notice to the other
party or' parties. The contract termination date shall be the seventy-fifth (75�') day after tlie date written
notice is received in the Administrative Offices in good order. If the seventy-fifth (75'") day is not a
Business Day, the contract termination date shall be the Business Day, immediately following the
seventy-fifth (75"') day. Prior to the contract termination date,. Great-West and Plan Sponsor may agree
to an alternate contract termination date. Contract termiriation may not occur on the date selected by
Plsn Sponsor unless Gceat-West has received all required information. In such event, Great-West shall
maintain Participant Account Values until Great-West receiyes ali required information in good order.
9.2 Contract Termination Provisions
Plan Sponsor shall direct Great-West to pay the Participant Account Values as described below,
Fixetl Account(s): Great-West will remit the Fixed Account Value pursuant to the Fixed Account rider(s)
contract termination option selected.
Plan Sponsor and Contractholder hereby instructs Great-West to deduct any outstanding charges and
fees, including the contract termination charge, if applicable, due to Great-West from the amount remitted
from any of the Fixed Accounts.
9.3 Contract'fermination due to Plan Termination
If Plan Sponsor terminates the Plan, it shall notify Great-West of such Plan Termination and that final
Contributions have been remitted to Great-West. Upon notice of Contract Termination Due to Plan
Termination, Plan Sponsor agrees to provide any and all-information and instructions Great-VVest re.quires-
to proPerly comply with Plan Sponsor's not�cation of Plan Termination and subject to the provisions of
the Fixed Account rider(s).
Plan Sponsor acknowledges that the amount distributed from the Contract upon Plan Termination shall
be equal to the balance of each Participant Account as reflected in the records of Great West on the date
of Distribution subjecYto the provisions in the Fixed Account rider(s), less all outstanding charges or fees,
including an applicable contract termination charge, and reduced by any required income tax withholding
or other applicable fees due upon Distribution.
Plan Sponsor shall file any and all required Forms 5500.
If the Plan is abandoned, orphaned or if Plan Sponsor cannot.be located or Plan Sponsor fails to provide
appropriate representations and instructions to Great-West in connection with termination of the Plan,
Great-West is authorized to accept notices, representations and instructions from the Plan administrator
or trustee, the bankruptcy trustee for Plan Sponsor, the U.S. Depa�tment of Labor, if applicable, or an
authorized and appropriate representative of Plan SPonsor. Great-West may also utilize any procedures
promulgated by the U.S. Department of Labor, if applicable, or other applicable regulatory agencies for
abandoned or orphaned plans including the facilitation of Distributions to Payees performed by a
Qualified Termination Administrator, as that term is defined under Federal law and regulations
promulgated thereunder, or comparable person as allowed by. applicable law.
GFAC 10 FFII Page 15
Revson t: Sep 9, 201b a:52 Fld 98TBt-01 Vuage ol Tequesta
SECTION 10. GENERAL PROVISIONS
10.1 Contract.
Great-West has issued this Contract to Plan Sponsor and Contractholder in consideration of the
Application and payment of the initial Contribution or Deposit.
10.2 Entire Contract
This Contrad, including the APplication, amendments, endorsements, letter agreements, spec�cation
page, if any, and Fixed Account or other rider(s), 'rf any, constitute the entire contract between Plan
Sponsor and Great-West.
All statements in the Application, in the absence of fraud, have been accepted as represeritations and
not warranties. Only the President, Vice-President, or�the Secretary of Great-West, ortheir authorized
designees, can agree on behalf pf Great-West to modify any provisions of this Contract,
One or more provisions of this Contract may be clarified by letter agreement, amendment, or other
writing executed by both Great-West and Plan Sponsor.
10:3 Contract Modification
Great-West may modify this Contract from time to time to conform it to changes in tax or other law,
including applicable regulations and rulings, without consent of Plan Sponsor or any other person.
Great-West will provide notice.and a copy of any such modification to Plan Sponsor as soon as
reasonably practicable.
Plan Sponsor and Great-West may, 6y written agreement, make other modifications to this Contract,
subject to 1he approval of the appropriate state department of insurance, ff applicable. No such
modification will, without the written consent of Pian Sponsor, affect the terms, provisions, or conditions
of this Contract, which are or may be applicable to Contributions or Deposits made prior to the date of
such mod�cation.
10.4 Modification of Fixed Account Ootions
Great-West may 6ffer new or cease offering existing Fixed Account.options, or make other changes to
the Fixed Account options as Great-West deems necessary, and subject to the approval of the stafe
insurance department, if applicable. If Great-West changes material provisions of its Fixed Account
options,. Great-West will provide at least sixty (60) calendar days written notice to the Plan Sponsor.
This notice shall explain any Fixed Account change(s), communicate the timeline and effective date of
any Fixed Account change and explain Pian Sponsor's right to opt out of any Fized Account change.
Plan Sponsors absence of an objection to such notice will be considered consent to the change(s).
If Great-West rePlaces Fixed Account options and does not receive,an objection from the Plan
Sponsor, 'fransfers between account options as disclosed in the notice will be completed by Great-
West as of the effective date of the change. Such allocation will be in effect until such time as Great-
West receives a written Request for a different allocation.
If Plan Sponsor provides written objection to Great-West within the sixty (60) calendar day notice
period., Great-West will not make the Fixed Account change at issue. If Plan Sponsor objects to the
Fixed Account change, Great-West may terminate this Contract by providing written notice pursuant to
Section 9.1 of this Contract.
10.5 Restorations
Great-West may. agree to restore any back-end load charges, "market value adjustments, or other
investment charges deducted from plan assets undec a prior investment option.
GFAC 10 FFII Page 16
Ravis;onl:5ep9.20184:52P61 4878f-01 VdWgeolTeqves2a
10.6 Plan Provisions
In ail cases, the plan document shall determirie (subject to the Code) the specific features of the Flan,
which may include the availability of certairi types of investment options, Distributions, loans, and o�her
features allowed but not mandated by the Code. Any provision of this Contract which deals with a
feature not included in the Plan shall not apply.
10.7 Non-Participatinq
This Contract is Non-Participating, meaning that it is not eligible to share in Great-WesYs divisible
surplus.
10.8 CuRencv and Contributions and Deoosits
All amounts to be paid to or by Great-West must be in currency of the United States of America. All
Contributions and Deposits to this Contract must be made payable to Great-West or to a designee
acceptable to Great-West.
10.9 Notices -
Any notice or demand by Great-West to or upon Plan Sponsor or any Payee may be given by mailing it
to that person's last known address as stated in Great-West's file via the United States Postal Service
or last known emaii address or facsimile num6er on file:
An�application, report, Request, election, direction, notice or demand by Plan Sponsor or a Payee will
be made in a form satisfactory to Great-West. When Great-West requires it, Plan Sponsor will obtain
the signature of the: Payee on forms provided by Great-West. Great-West must first approve any
written materials developed by any other person describing this Contract.
10.10 Disclaimer
Nothing contained,in this Contract shall be construed to be tax or legal advice, and Great-West
assumes no responsibility or liability forany costs, including but not limited to taxes, penalties or
interest incurred by the Plan. Plan Sponsor or any other Payee arising oat of a determination of lia6ility.
Great-1Nest shall not be held liable for the negligence, willful misconduct, or failure to. perform of any
third party.
10.11 Reoresentations
Great-West shall be entitled to rely and act solely on the reports, directions,,proofs, notices, elections,
and other information furnished to it by Contractholder, Plan Sponsor, Participant, Altemate Payees,
Beneficiaries or their respective agent; and such acts shall be conclusive and binding as to all persons
or corporations claiming an interest hereunder.
10.12 Non-Waiver
The waiver by Great-West of any breach of any term or condition in this Contract will not be deemed a
waiver of any'prior or subsequent breach.
10:13 Information
Plan Sponsor shall fumish all information that Great-West may reasonably require for the administr2tion
of this Contract. Great-West shall not be responsible for any obligation under this Contract until it
' receives all requested information in a form acceptable to Great-West.
GFAC 10 FFII Page 17
Revisan 1: Sep 9, Y016 4:52 PM 95781-01 VA59e ol Ttquesla
GREAT-WEST LIFE 8� ANNUITY INSURANCE COMPANY
A Stock Company
8515' East Orchard Road Greenwood Ullage, CO 80111
_' Forinquiries, information orresofutlon ofcbmplaints, ca!l.1-800-701-8255
Fized Account
This Guaranteed Interest Fund ("GIF") Fixed Account rider ("Rider') is part of the Great-West Life 8�
Annuity Insurance Company ("Great-WesY') Contract to which it is attached.
Guaranteed Interest Fund
The GIF is a Fixed Account that is part of the General Account of Great-West. All or a portion of
Cbntributions and Deposits may be allocated to the.GlF.
Definitions
Competing Fund- any of the following types of funds offered by the Plan Sponsor:
(a) any stable value fund; or
(b) any fund with a known or periodically declared rate of interest; or
(c) any money market fund; or
� (d) any 6ond _fund with a duration of 3 years or less
Pian Sponsor Initiated Event - an action that materially impacts assets in the GIF as it relates to
the Plan, including but not limited to a: spin-off; sale; merger; full or partial plan tefmination,
including Distribution of assets performed by a Qualified Termination Administrator, as that term is
defined under Federal law and regulations promulgated thereunder, or comparable person as �
allowed by applicable law; te[minating union in a multi-employer,plan; terminating participating
employer in a multiple employer plan; termination by a political subdivision of a governmental
457(b) plan or a layoff of at least 20% of work force in any twelve month period.
General -
For the purposes of the references in the Rider, Great-West shall use a comparable source 'rf
applicable information is unavailable on the United States Federal Reserve Website.
Credited Interest Rate
Interest eamed on the GIF value is compounded daily to the effective annual interest rate. Unless
otherwise described in the Rider, the interest rate to be credited to the Contractholder's assets in
the GIF during the calendarquarter will be determined by Greaf-West prior to the last day of the
previous calendar quarter and shall be reset at least quarterly. Great-West shall notify Plan
Sponsor, Participants. Altemate Payees and Beneficiacies invested in the GIF at least thirty (30)
calendar days in advance at the address on file with Great-West should the credited interest rate
be reset more frecjuently than quarterly. AII reset credited interest rates shall be declared in
advance.
Guaranteed Interest Rate
The effective annual interest rate will neve[ be less than 0%.
Guaranteed interest Fund Value
The value of the Contractholder's assets in the GIF in respect of the Participant Account will be
determined as the value of (a) minus (b) where:
GIF 10 Ffll FL Page 1
Rerisont:Sep9.2016d:52PA1 9Bi81-0I V�WOgealTcquasta
(a) is the sum of Contributions and Deposits by and on behalf of Participants, Alternate Payees
and Beneficiaries allocated to the GIF plus interest credited to the Contractholder's assets
in the GIF; and
(b) is the sum of any amounts distributed plus any amounts transfeRed from the GIF, as well
as charges and fees and Applicable Tax, if any.
Limitations
Great-West shall defer processing Distribution or Transfer Requests if transactions cannot be
executed or settled due to fhe closing or disruption of financial markets orexchanges. Great-West
shall resume the processing Distributions and Transfers once the disruption is resolved.
Plan Sponsor shail not off.er Competing Funds, as defined above, unless mutually agreed upon by
Great-West and Plan Sponsor..
Should the Plan Sponsor offer a Competing Fund without Great-WesYs agreement, or should an
existing Plan-investment option become a Competing Fund and remain available to the Plan
without Great-WesYs prior agreement, and Great-West leams of such Competing Fund, Great-
West shall suspend all Transfers out of the GIF upon at least thirty (30) calendar days advance
written notice to the Participants, Alternate Payees and Beneficiaries invested in the GIF at the
address on file with Great-West. This Transfer restriction shall remain in effect until the Competing
Fund is removed as an eligible Plan investment option, or as otherwise mutually agreed.
Excessive Tradina
Based on Great-WesYs excessive trading policy, Great-West shall restrict a Participant, Alternate
Payee or Beneficiary from making a Transfer into the GIF for up to thirty (30) calendar days from
the date of the most recent Transfer from the GIF. Contributions and Deposits, other. than
Transfers, will be allowed into the GIF during the thirty (30) day period.
Plan Sqonsor Initiated Events
Plan Sponsor shall provide notification to Great-West at least thirty (30) calendar days in advance
of a Plan Sponsor Initiated Event.
, Unless a Plan Sponsor Initiated Event causes Great-West to require Plan Sponsor to make an
election of a Contract Termination Option in this Rider with. respect to the GIF assets affected by
� the Plan Sponsor Initiated Event or when Great-West and Plan Sponsor otherwise agree, Great-
West shall remit the lessec oF the Participant Account Value invested-in the GIF or the Participarit
Account Value invested in the GIF as reduced by the Market Velue Adjustment Factor formula as
descrihed in Contract Termination Option 1 in this Rider upon any Participant, Afternate Payee or
Beneficiary Distribution, including a"plan to plan Transfer or transfer from a govemmental plan to
purchase service credits, that occurs within 12 months after the date Great-West recognizes ttie .
Plan Sponsor Initiated Event ("Event Date'`). The Event Date shall be the Calculation Date for
purposes of calculating the Market Value Adjustment Factor. If the average of the 3 year and 5
year Treasury Constant Maturity rates, as of tfie Event Date, is 300 basis points or more above the
lowest weekly average of the 3 and 5 year Constant Maturity Treasuries over the previous 104
weeks from the Event Date, the Market Value Adjustment period above shall apply thirty-six
months after the Event Date.
If the Market Value Adjustment Factor is positive, a Market Value Adjustment shaii not be
assessed.
Any Plan Sponsor choosing to remove the GIF as an eligible Plan investment option but not
declare a contract termination date, may Transfer the Group Contractholder's GIF yalue upon
election of Contract Termination Options 1 or 2 as identified in this Rider below, based on mutually
agreed upon dates, References to contract termination date shall not apply.
GIF 10 FFII FL Page 2
Revi�ml:Se09,t�164:52Pld 98781-07 VaagealTequesta
Contcact Termination
At least sixty (60) calendar days before the contract termination date, Plan Sponsor must nofify
Great-West, in writing, of its selection from among the Confract Termination Options described
below. Great-West shall remit all GIF amounts pursuant to the Plan Sponsor elections.
Contract Termination Oations
1. Lump Sum Payment with Market Value Adjustment — The Market Value Adjustment
will be calculated as of the date Great-West receives notice of contract termination
in good order, or another date as mutually agreed ("Calculation Date"). Within
seven (7) Business Days after the contract termination date, Great-West will remit
the lesser of the total Pa�ticipant Account Values of the Contractholder's assets in
the GIF ("book value") or the book value of the GIF adjusted by the Market Value
Adjustment Factor described below. If Great-West receives the difference between
any reduced MVA and book valwe from Plan Sponsor prior to the contract
termination date, Great-1Nest will remit the book value.
Market Value Adjustment (MVA) = MVAF x(book value)
' The Market Value Adjustment Factor (MVAF) is:
MVAF= (1+i)' -1
(1 + j + 1.0%)�
Where:
� i is the Three (3) Year Treasury Constant Mafurity rate as in Unifed States
Federa/ Reserve Wetisite on the later of the Contract Date and the last Business
Day of the week two (2) years prior to the Cafculation Date.
j is the Three (3) Year Treasury Constant Maturity rate as published in Unifed States
Federal Reserve Website on the last Business Day of the week prior to the
Calculation Date.
2. Payment at Boolt Value — Great-West shall remit the totai Participant Account
Values of the Contractholder's assets in the GIF ("book value") pursuant to a) or b) �
below. :Great=West shall not reset the credited interest rate on the Contractholders
assets in the GIF after the contract termination date.
(a) Great West will remit the book value no later than twelve (12) months after
the contract termination date.
Unless Plan Sponsor retains Great-West as the Plan recordkeeper, no Plan
loans shall be made from the GIF assets and Contributions and Deposits will
not be accepted into the GIF after the contract termination date. A
' percentage of Transfers, including plan to plan transfers or transfers from a
govemmental plan to purchase service credits from the Participant Account
shall be. restricted as of the contract termination date. Great-West shall
notify Participants, Alternate Payees and Beneficiaries invested in the GIF of
this restriction at least thirty (30) calendar days in aclvance, at the address
on file with Great-West. In the event such notice is provided to a
Participant, Altemate Payee or Beneficiary fewer than thirty (30) days before
the contract termination date, the restriction shall not take effect for such
GIF 10 FFII FL Page 3
Rens'un 7: Sep 9, 2016 a:52 PM 9B7Bt-01 Vihaga o! Teque;;a
Participant, Alternate Payee or Beneficiary sooner than thirty (30) days from
the date of such notice.
Distributions may be made from the GIF at any time.
No Plan Sponsor Transfers shall be allowed after the contract te[mination
date.
Option a) shall apply only if, on the date Great-West receives notice of
contract termination in good order, the average of the 3 year and 5 year
Treasury Constant Maturity rates is less than 300 basis points above the
lowest weekly average of the 3 and 5 year Constant Maturity Treasuries
ove� the previous 104 weeks f�om notice. Great-West shall use published
rates from the United States Federal Reserve website_ Otherwise, option (b)
shall apply.
Numenca/ Example: On ?he date notrce of contract termination rs
received by Great-West in good order, the average of the 3 year and 5
year Treasury Constant Mafurity rates is 4.00%. Over the previous 104
weeks from notice, the lowest average of the 3 year and 5 year Treasury
Constanf Maturity rafes from the United States Federal Rese�ve website
was 2.25%. Since 4.00% is less than 300 basis points above 2.25%,
option a) applies.
(b) Great-West will remit the book value no later than thiRq-six (36) months after
' contrae@termination date.
Unless Pian Sponsor retains Great-West as the Plan recordkeeper, no Plan
loans shall be made from the GIF assets and Contri6utions and Deposits will
not be accepted into the GIF after the contract termination date. Participant,
Altemate Payee and Beneficiary Transfers, including plan to plan transfers
or transfers from a govemmental plan to purchase service credits, shall be
restricted to a percentage of Participant Account assets in the GIF pursuant
to the foltowing schedule:
Months from % of
contract tertnination date Transfers Allowed
0-12 0%
13-24 a total of 25% of Fa�icipant GIF
assets as of January 1" in the
year of the 13'" month.
25-36 a total of 33% of Participant GIF
assets as of January 1 in the
year of the 25 mon4h.
Great-West shall notify Participants, Alternate Payees and Beneficianes
invested in the GIF of this restriction at least thirty (30) calendar days in
advance, at the address on file with Great-West. In the event notice is
provided to a Pa�ticipant, Altemate Payee or Beneficiary fewer than thirty
(30) days before the contraet termination.date, the restriction shall not take
effect for such Participant, Alternate Payee or Beneficiary sooner than thirty
(30) days from the date of such notice.
Distributions may be made from the GIF at any time.
GIF 10 FFII FL Page 4 �
Rerision 1; Sep 9, P016 a:52 PM 98781-01 Y�7ago of icquesia
No Plan Sponsor Transfers shall be allowed
Option b) shall apply only if, on the date Great-West receives contract
termination notification in good order, the average 3 year and 5 year
Treasury Constant Maturity rates is 300 basis points or more above the
lowest weekly average of the 3 and 5 year Constant Maturity Treasuries
over the previous 104 weeks from notice. Great-West shall use published
rates from the United States Federal Resenre website.
Numerical Example: On the date notice of contract termina(ion is received by
Great-West in good order, the average of the. 3 year and 5 year Treasury
Constant Maturity rates is 6:00%. Over the pievious 104 weeks from notice, the
lowest average of the 3 year and 5 year Treasury Constanf Maturity rates (rom
the Ur+ited States Federal Reserve website was 2.50%. Since 6.00% is more
than 300 basis points above 2.50%, option b) applres.
3. Payment in 20 Quarterly lnsfallments — Great-West will remit the total Participant
Account Values of the Contractholde�s assets in the GIF ("book value") in twenty
quarterly installments with the first iristallment comprising 1/20'" of the book value on
the date remitted that peyment being made no later than ninery (90) calendar days
after contract termination date. The remaining payments shall be incrementally
remitted in fractional amounts of remaining book value each quarter over the
succeeding. nineteen quarters (e.g. 1/19, 1/18..,1/1) until the total book yalue is
remitted. - _
Unless Plan Sponsor retains Great-UVest as the Plan recordkeeper, no Plan loans
shall be made from the GIF assets and Contributions and Deposits will not be
accepted into the GIF after the contract termination date. No Plan Sponsor or
Participant, Alternate Payee or Beneficiary Transfers including plan to plan transfers �
or transfers from a govemmental plan�to purchase service credits shall be allowed.
Distributions may be made from the GIF at any time.
4. Any other termination option allowable under applicable law as mutually agreed
upon in writing by Great-WesC and Plan Sponsor.
Signed for Great-West Life & Annuity Insurance Company on the Effective Date of the Group
Annuity Contract.
�°��� ,��
President
_
GIF 10 FFII fL Page 5
qeris� 1: Sep 9, 2016 i;52 PM 9878t-01 Y9age ol Tequosa
GREAT-WEST LIFE � ANNUITY INSURANCE COMPANY
A Stock Co`mpany
8515 East Orchard Road Greenwood �Ilage, CO 80111
Forservice, calf 1-800-701-8255
Letter Agreement
This Letter Agreement is aftached to and made part of the Great-West Life B Annuity
Insurance Company Contract (GFAC 1 D FFII), pursuant to Section 10.02 "Entire Contract'•'.
This Letter Agreemenf supersedes and replaces any ofher previous Letter A'greements or
representations.
Great-llVest Life & Annuity Insurance Company ("Great-West") and Village of Tequesta ("Plan
SponsoP') agree to the following clarifications and modificationsof the Great-WesYs G�oup Fixed
Deferred Annuity Contract (°Contract"), Contract Number 98781-01.
1. Contract .Maintenance Charqe — The Contract Maintenance Charge as described in the
Contract is $
2. Contract Termination CharQe — The Contract Termination Charge described in the Contract
is %.
This Letter Agreement shal� become effective on the Contract Date. This Letter Agreement may.
be mod�ed at any.time upori mutual consent of both parties.
FFII 10 Lt� Agffflt Rnvision 7: Sep9; 2016 4:52 PM 98781-01 VJlape o1TeGUesla Page 1
GREAT-WEST�LIFE.& ANNUITY. INSURANCE COMPANY
A Stock Company
8515 East�Orchard Road Greenwood Village, CO 80111
Forservice, cal/1-800-701-8255
APPLICATION FOR GROUP ANNUITY CONTRACT
SECTION A. PLAN SPONSOR
N,4ME OF PLAN SPONSOR PEDERAL TAX ID #
Vllage of Tequesta 5&6044081
ADDRESS SITUS
345Sequesta Dr Tequesta FL 33469 FL
. SiREET CITY STA7E ZIP COOE
TELEPHONE # FAX # TYPE OF ENTITY:
561-768-6415 � Government
FULL LEGAL NAME OF PLAN
Vlllage of Tequesta Deferced Campensalion Plan
� SECTION B. CONTRACTHOCDER
NAME OF TRUSTEE IF DIFFERENT THAN THE PLAN SPONSOR FEDER,4L TAX ID #, if applicabie
ADDRESS SITUS, if applicahle
STREET CIN STA7E ZIP CADE
TELEPHONE # FAX # TYPE.OF ENTITY:.
' SECTION C: PRODUCT INFORMATION
� Fixed Annuity
SECTION�D. PLAN.INFOF2MATION
O 401(a) Plan ❑ 401(k) Plan 0 457(b) Governmental Plan
❑ ERISA ❑ Non-ERISA ❑ ERISA ❑ Non=ERISA
SECTION,E.�DEFAULT INVESTMENT OPTION .
❑ Guaranteed Iriterest Fund ❑ No Default Investment Option (Money returned to payee as required by law)
0 Other Investment Option:
SECTION F. FIXED ACCOUN7'S . �
� Guaranteed Interest Fund
SECTION G. SERIES�ACCOUNTS SECTION.H. SEPARATE ACCOUNTS'
� None . � None
SECTION I. AGREEMENT AND SIGNATURES "
AGREEMENT:
By signing this Application, Plan Sponsor and Contractholder, if other than Plan Sponsor, understand, accept,
and otherwise agree to the provisions of the attached Group Annuity Contract, certify and othervvise represent
thaY the information contained. on tliis application is true and correct to the. best of their knowledge, and agree to
notify Great-West of any changes to the information proyided above. .
s -� `
. ae�� .
Signalure of Plan Sponsor Date Signature o(Trustee Dale
ii di(ferenl than Plan Sponsor
Title Title
GAGAlO�FFIIfL Revlsian7:Sep9,20184:55PM 987B1-01ViilegeatTeQUasta Pagelof2
FRAUD NOTICE
NOTICE: Any person who knowingly and with intent to injure, defraud, or deceive any insurer files a statement
of clalm or an application containing any false, incomplete, or misleading information is guilty of a felony of the
third degree.
REPCACEMENT INFORMATION:
Bv Emalover: Will this group annuity conVact replace any existing contract? Yes: ❑ No: ❑
Bv Aqent: To tfie best of your knowledge, will this group annuity contract repiace any existlng contract? Yes: ❑ No' �
FLORIDA license agent:
Licensed Agent Signature Agent Name (printed, typed or stamped)
Agent's Florida license identification number Date
GAC A 10 FfIF FL Page 2 of 2
Revisbnl:5ep9,20164:55PM 48781-01 VBlageolTaques�a
ELIGIBLE 457 PLAN
i
Eligihle 457 Plan
TABLE OF CONTENTS
ARTICLE I, DEFINITIONS ARTICLE IV, TIME AND METHOD OF PAYMENT
1.01 Rccount .....................................................................1 OF BENEFITS
1.02 AccounGng Date ....................................:...................1 4.01 Dislribution Restrictions.......................................... t2
1.03 Beneficiary ................................................................i 4.02 Time and Method of Paymen[ of Account............... 12
� 1.04 Code .........................................................................1 4.03 Required Minimum Distribu6ons............................. 12
1.05 Compensation ...........................................................1 4.04 Death Benefits........................................................14
1.06 Deferzal ConVibutions ........................:......................2 4.05 Distributions Prior lo Severance from Employmenl.l4
1.07 Deferred Campensation ............................................2 4.06 Distribu6ons Under Qualified Domestic Relations
1.08 Effeclive Date ............................................................2 Orders (QDROs)..................................................... 74
1.09 Elective Deferrals ......................................................3 4.07 Direct Rollover ot Eligible Rollover Distributions -
1 .10 Employee ...................................................................3 Governmental Plan................................................. 15
1:11 Employe.r ................................:..................................3 4.08' Election to Ded'uct from Distribution.........:..............16
1.12 Employer Contribution ...............................................3 qRTICIE V, PLAN ADMINISTRATOR - DUTIES
1 1.13 ERISA :......................................................................3 yy�TH RESPECTTO FARTICIRANTS' ACCOUNTS
.14 Excess Defertals ............:..........................................3
1.15 IncludibleCompensation ...........................................3 5.01 TermNacancy,:..............,.......,...,...........................17
1:16 Independent Contractor .............................................3 5.02 Powers and Duties.................................................. 17
1 .17 Leased Employee .....................................................3 5.03 Compensalion :.....................,.................................17
1.18 Matching Contribution ...........:...................................3 5.04 Authorized Representative...................................... 17
1.79 Nonelective ContribuGon ...........................................3 5.05 Individual Accounls/Records................................... 17
120 Nortnal Retirement Age .............................................3 5.06 Value of Pariicipant's Account................................ 17
1.21 Participanl .:::.............................................................3 5.07 Account AdministraGon, Valuation and Expenses...17
1 .22 Plan ........................:..................................................3 5.08 Accounl Charged...................,..................:............. 19
1.23 Plan Administralor .....................................................3 5.09 Ownership of Fund/Tax-Exempt Organization ........19
'1.24 Plan Entry Date .........:...............................................3 5.10 Participant Direction of Investment .........:............... 19'
1.25 Plan Year ..................................................................3 5.11 Vesting/Sutistantial Risk of Fbrteiture................:....19
1.26 Pre-Tax Elective �eferrals .................................... 5.12 Preservation of Eligible Plart Status........................19
1,27 Rollover Conlributian ......:..........................................3 ' S.13 Limiled liability.......................................................20
1.28 Roth Elective Deferrals ..............................................3 5.14 Losl ParticiPants..................................................... 20
1.29 Salary Reduction Agreement ....................................3 5.15 Plan Correction....................................................... 20
1.30 Salary Reduction Contribution .............:.....................3 pRTICLE VI, PARTICIPANT ADMINISTRATIVE
1.31 Service ..................:.........................:.........................3 PROVISIONS
i i:32 State ..........................................................................4
1.33 Substan6al Risk of Forfeiture ....................................4 6.01 Beneficiary Designation.......................................... 21
1.34 Tax-Exempt Organization ..........................................4 6.02 No Beneficiary Designation.....................................21
1.35 Taxable Year .............................................................4 6.03 Salary Reduction Agreement.................................. 21
1.36 Transfer ...........................................................:.........4 6.04 Personal Data to Plan Administralor....................... 21
1.37 Trust ............:...............................:.............................4 6.05 Address for Nofification........................................... 2'I
1.38 Trustee ......................................................................4 6.06 Participant or Beneficiary Incapacitated...:...........,,. 21
1.39 TyPe of457 Plan .......................................................4 ARTICLE VII, MISCELLANEOUS
1 .40 Vested .:....:......:..............................:......:...................4 .
7.01 No Assignment or Alienation ................................... 22
ARTICLE II, ELIGIBILITY AND PARTICIPATION 7,02 Effect on Other Plans ...................:..........................22
2.01 Eligibility ....................................................................5 7:03 Word Usage............................................................22
2.02 Participation upon Re-Employment ...........................5 7.04 State Law.....:...........:,..........................:..................22 �
2.03 Change in Employment Status ..................................5 7,05 Employment Not Guaranteed ................................. 22
ARTICLE III, DEFERRAL 7.06 Notice, Designation, Eleclibn, Consent and Waiver 22
CONTRIBUTIONS/LIMITATIONS ARTICLE VIII, TRUST PROVISIONS-
3.01 Amounf .......................:. ,,,,,,,,,,,,g GOVERNMENTAL ELIGIBLE 457 PLAN
.................................
3.02 Salary Reduction Contributions .................................6 8.01 Govemmental Eligible 457 Plan..............................23
3.03 Matching Contributions ...........:..................................6 8.02 AcceptancelHolding................:...............................23
3.04 NormalCimitation ..................... p
.................................6 8.03 Recei t of Contributians ......................................... 23
3.05 Normal Retirement Age Catch-Up Contribution.........6 8.04 Full Inveslment Powers ......................:................... 23
3.06 Age 50 Catch-Up Contribution ...................................7 8.05 Records and Statements ........................................24
3.07 Contribution Allocation ..............................................7 8.06 Fees and Expenses from Fund............................... 24
3.08 Allocation Conditions .................................................7 8.07 Professional Agents................,............................... 24
3.09 Rollover Conlributfons ...............................................7 8.08 Distribulion of Cash or Property.............................. 24
3.10 D(stributlon of Excess Deferrals ................................8 8.09 Resignation and Removal.........................._............ 24
3.11 Deemed IRA Cantributions ........................................8 8.10 Successor Trustee...................,.............................. 24
3 .12 Roth Eleclive Deferrals ..............................................8 8.11 Valuation of Trust.................................................... 24
3.13 Benefit Accrual ..........................................................9 8.12 Participanl Direction oF Inveslment ...................,..... 24
3.14 Eligible Automatic ConVibution Arcangement 8.13 Third Parly Reliance .....................................:......... 24
(EACA) ......................................................................9 8.14 Invalidity of My.Trust Provision.........................:....24
3.15 In•Plan Rolh Rollover Contribulion ..........................10 8.15 6cclusive Benefit.......................,............................ 24
3.16 In-PIan.Roth Transfer ................:.............................11 8.16 Substitulion of Custodial Account or Mnuity
Contrael .................................................................. 24
8.17 Group Trust Aulhority ............................................. 25
O 2018 �
Ellgible 457 Plan
ARTICLE IX, AMENDMENT, TERMINATION, 9.03 Transfers ................................................................ 26
TRANSFERS 9.04 Purchase of Pertnissive Service Credil ...................26
9.01 Amendment by EmployerlSpansor ..........................26
9.02 TertninaGonlFreezing oF Plan ..................................26
0 2016 2
Eligible 457 Plan
ARTICLE I
DEFINITIONS
1.01 "AccounC' means lhe separate Accounl(s) which services performed (such as the exception for agricultural
the Plan Administrator or lhe Trustee maintains under the labor in Code §3401(a}(Z)).
Plan for a Participant's Deferred Compensalion. The Plan
Administrator or Trustee may establish separate Accounts for (2) Code §3401(a) Wages (income tax wage '
multipie Beneficiaries of a Participant to facilitate required withholding). Code §3401(a) Wages means wages within the
minimum disiributions under Section 4.03 based on each meaning of Code §3401(a) for lhe purposes ofincome tax
Beneficiary's life expectancy. withholding at the source, bul delermined without regard lo
1.02 "Accounting Date" means the last day of the Plan any rules that Ilmit theremuneration included in wages based
Year. The Plan Administrator will altocate Employer on the nature or the location of the employment or the
contributions and forteilures for a particular Plan Year as of services performed (such as the exception for agricultural
the Accounting Date of that Plan Year, antl on such olher labor in Code §3401(a)(2)).
dates, ifany, as the Plan Adminislrator delermines, consistent
wilh lhe Plan's allocation conditions and other provisions. (3) Code §415 Compensation (cutrent income
definitlonJsimplified compensation under Treas. Reg.
1.03 "Beneficiary" means a person who the Plan or a §7.415(c)-2(d)(2)). Coile §415 CompensaGon means the.
PatticipanCdesignates and who is or may becoine entitled.to a Employee's wages, saiaries, fees for professional service and
ParticipanPS Accounl upon the Participan!'s death: A olher amounts received (without regard lo whether or not an
Beneficiary who tiecomes entitied lo a benefit under lhe Plan amount is paid in cash) for personal services aclually
remains a Beneficiary under the P.lan until the Plan rendered in lhe course of employment with lhe Employer
Adminfslralor or Trustee has fuily distributed Eo the maintaining lhe Plan to the extent lhat Ihe amounts are
Beneficiary his or her Plan benefit. A Beneficiary's righl lo
(and the Plan Administrator's or a Trustee's duty to provide to includible in gross income (including, but not limited to,
the Beneficiary) information or data concerning the Plan does commissions paid salespersons, compensation for services
not arise until the Beneficiary first becomes enGtled to receive on'the basis of a percentage of profits, commissions on
a benefil under the Plan. insurance premiums, tips, bonuses, fringe benefils and
reimbursements or olher expense allowances under a
1.04 "Code" means lhe Intemal Revenue Code of 1966, nonaccountable plan as described in Treas. Reg. §1.62-2(c)).
as amended.
Code §415 Compensalion does not include:
1.05 "Compensation"
(a) Deferred compensation/SEPISIMPLE.
(A) Uses and Context. Any reference in the Plan ro Employer contributions.(other than Elective Deferrals) to a
Compensalion is a reference to the definitian in Ihis Section plan of deferted campensaGon (including a simplified
1:05, unless lhe Plan refeience, or the Employer in lhe employee pension plan under Code §408(k) o� to a simple
Adoplion Agreement, modifies this definilion. Except as the retiremerit account under Code §408(p)) to the extent the
Plan othenvise specifically provides, lhe. Plan Administrator conUibuGons are not included in the gross income of the
will take into account only Compensation actuaily paid during Employee for fhe Taxable Year in which contributed, and any
(or as permilled under the Code, paid for) the relevanl period. distri6utions (rom a plari of deferced compensation (whether
A Compensalion payment i�cludes Compensation paid by lhe or not qualified), regardless of whelher such amounts are
Employer lhrough another person under the common includible in Ihe gross income of the Employee when
paymaster provisions in Code §§3121 and 3306. In the case disVibuted.
of an Independent Contractor, Compensalion means lhe
amounts the Employer pays to lhe Independent Contractor for (b) Uption exercise. Amounts �ealized (rom the
services, except as lhe Employer othenvise specifies in lhe exercise of a non-qualified stock option (an option olher than
Adoption Agreement. The Employer in lhe Adoplion a statutory option under Treas. Reg. §1.421-1(b)), or when
Agreement may elect to allocate contributlons based on a reslricted stock or o(her property held by an Employee eilhec
Compensation within specified 12 monlh period which ends becomes freely lransferabte ar is no longer subjecl lo a
within a Plan Year. substantial risk of'forfeiture under Code §83.
(B)° Base Definitions and Modifications. The Employer in (c)' Sale of option stock. Amounts realized from
lhe Adoption Agreement must elect one of the following base the sale, exchange or other disposition of stock acquired
definilions of Compensation: W-2 Wages, Code §3401(a) under a stalutory slock option as defined under Treas. Reg.
Wages, or 415 Compensation. The Emplayermay elect a §7.421-1(b).
diHerentbase definilion as to different Coniribution Types.
The Employer in the AdopGon Agreement may specify any (d) Other amounts that receive special tax
modificalions lhereto, for purposes of conUibution allocalions benefits. Olher amounts ihat receive special tax benefits,
under Arlicle III. If the Employer fails to elect one of Ihe sucfi as premiums.for group term life insurance (but only to
above-referenced defini[ions, the Employer is deemed to have (he exlent that lhe premiums are not includible in the gross
elected the W-2 Wages definition. income of the Employee and are not satary reduction amounts
(1) W-2 Wages. W-2 Wages means wages for federal under Cnde §125).
income tax wilhholding purposes, as defined under Code (e) Other similar ftems. Other items of
§3401(a), plus all other payments to an Employee in lhe remuneratian which are similar to any of the items in SecGons
caurse of the Employer's trade or business, far which the �,� �(g)(3)(a) through (d).
Employer musl furnisfi the Employee a wrilten statement
under Code §§6041, 6051, and 6052, bubdetermined withoul (4) Alternative (general) 415 Compensation. Under
regard ta any rules that limit the remuneration included in this definition. Compensation means as defined in Section
wages based on lhe nalure or localion o( lhe employmeni or �.� �(g)(3) bul wilh the addition o(: (a) amounts described in
O 2016 �
_
Eligihla 457 Plan
Code §§104(a)(3), 105(a), or 105(h) but only to the extent that 2 il2 months after Severance from Employment or by lhe end
lhese amounls are includible in Employee's gross income; (b) of the Limitation Year lhat includes the date of such
amounts paid or reimbursed by the Employer for moving Severance from Employment.
expenses incurred by the Employee, bul only to the extent
that at the Gme af payment il is reasonable to believe lhese (a) Regular pay. Regular pay means lhe paymen[
amounts are not deductible by fhe Employee under Code of regular Compensation for services during the ParlicipanPs
§217; (c)Yhe value of a nonstatulory opGon (a� option other regular working hours,ror Compensation for services outside
than a statutory option under Treas. Reg. §1.421-1(b)) the ParticipanPs regular working hours (such as overtime or
granted by the Employer to lhe an Employee, but only to lhe shift di(terential), commissions, 6onuses, or alher similar
extent lhat the value of the option is includible in tfSe payments, but only if.tlie payment wauld have 6een paid lo
Employee's gross income for the Taxable Year oF lhe grant; lhe Participant prior to a Severance from Employment if the
(d) the amounl includible in the Employee's gross income Parliciparit had continued in employmenl with the Employer.
upon lhe Employee's making of an election under Code
§83(b); and.(e) amounts that are includible in the Employee's (b) Leave cash-outs. Leave cash-outs means
gross income under Code §409A or Code §457(�(1)(A) or payments for unused accrued bona fide sick, vacation, or
because' lhe amounls are conslructively received by the otfier leave, but only if the Employee would have been able to
Pariicipant. [Note if lhe Plan's definition of Compensalion is use the leave if employment had continued and if
W-2 Wages or Code §3401(a) Wages, then Compensalion Compensalion'would have included lhose amounts if they
already includes lhe amounts described in clause (e).� were paid prior to the PaRicipanPs Severance from
Employmenf.
(C) Deemed 125 Compensation: Deemed 125
Compensation means, in lhe case ofany definiGon of (c) Deferzed compensation. As used in this -
Compensation which includes a re(erence to Code §125, Section 1.05(F), deferred compensalion means the payment
amounls under a Code §125 plan of the Employer thal are not of deferred compensation pursuant to an unfunded deferred
available lo a Pa�icipanl in cash in lieu of group health compensation plan, if Compensation would have included the
coverage, because the Participant is unable to ceAify that Deferred Compensation if it had been paid prior to lhe
helshe has other health coverage. ParticipanPs Severan�e from Employment, but only if the
payment would have been paid al lhe same lime if the
tD) ModiBcation to Compensatfon. The Employer must parlicipant had continued in employment with the Employer
specify in the Adoption Agreement the CompensaGon the and.only to lhe extent thal the payment is includible in the
Plan Adminislrator is to take into account in allocating Deferrel participanPs gross income.
Contributions lo a ParlicipanCs Account. For all Plan Years
other than the Plan Year in which the Employee first becomes �Z) Salary continuation for disabled Participants.
a Participant, lhe Plan AdminisUator will take into account Salary continuation for disabled Particfpants means
onty the Compensation determined for lfie portion of Ihe Pian Compensation paid to a Paiticipant who is permanently and
Year in which lhe Employee actually is a Participant. totally disabled (as defined in Code §22(e)(3)).
(E) Elective Contributions. Compensation under Section
'I 1.05 includes Eleclive Contributions unless the Employer in (G) Differential Wage Payments. An individual receiving a
lhe Adoption Agreement elects to exclude Elective Differential Wage Paymenl, as defined by Code §340'I(h)(2),
Contribullons. "Eleclive Confributions' are amounts excludible shali be treated as an employee of the empioyer making the
from lhe Employee's gross income under Code §§125, payment and the D.ifferential Wage Payment shall be treated
132(�(4), 402(e)(3), 402(h)(1)(B), 403(b), 408(p) or 457, and as compensation for.purposes of Code §457(b) and any other
conlributed by lhe Employer, at the Employee's elecuon, to a Internal Revenue Code section thal reFerences the definition
cafeteria plan, a qualified transpoAapon fringe benefit plan, a of compensalfon under Code §415, including the definition of
401(k) arrangement, a SARSEP, a tax-sheltered annufty, a Includible Compensalion as provided in Sec6on 1.15.
SIMPLE plan o� a Code §457 plan.
1.06 "Deferral Contributions" means as lhe Employer
(F) PostSeveranee Compensation. Compensation elecls on the Adoption'Agreement, Salary Reduction
includes Post-Severance Compensation ta the extenl the Contributions, Nonelective Contributions and Matching
Employer elects in the.Ailoptibn Agreement or as the Plan Contributions. The Plan Administrator'in applying the Code •
otherwise provides. Post-Severance Compensation is §457(b) limit will take into acwunt Deferral Contributions in
Compensation paid affer a ParticipanPs Severance from the Taxable Year in which deferred, or if later, in the Taxable
Employment from the Employer, as further described in this Year in which the Deferral Cantributions are no longer su6ject
Section 1.05 F. As the Em lo er elects, Post-Severance to a Subslantial Risk of Forfeiture. The Pian Administrator in
� � P Y detertnining the amount of a Parlicipant's Deferral
Compensation may include any or all ot regular pay, leave GonVibutions disregards the net income, gain and loss
cash-outs, or deferred compensation paitl within the time altributable to Deferral Contributions unless the Deferral
period described fn Section 1.05(F)(1), and may also include Contributions are subject.lo a Substantial Risk of Forfeiture. If
salary conlinuation for disabled Panicipants, all as defined a Deferral Conlribution is subject lo a SubstanGal Risk of
betow. Any other payment paid after Severence from Forfeiture, the Plan Administrator takes into the Deferral
, Employment lhat is not described in this Section 7.05(F) is not ContribuBon as adjusted for allocable net income, gain or loss
Qompensation even if payment is made wilhin the time period in the Taxable Year in which lhe Substantial Risk of Forfeiture
' described below. Post-Severance Compensalion does not lapses.
� include severance pay, parachute payments under Code �,07 "Deferred Compensation" means as to a
§280G(b)(2) or payments under a nonqualified unfunded participanl lhe amount of Deferral Contributions, Rollover
de(erred compensalion plan unless lhe paymenls would have ContribuGons and Transfers adjusled for allocable nel income,
been paid at that time without regard lo Severance fram gain or loss, in lhe ParllcipanPs Account.
Employmenl.
1.08 "Effective Date" of this Plao is the date lhe
(1) Timing. Post-Severance Compensalion includes Employer specifies in the Adoption Agreement. The Employer
regular pay, leave cashouts, or defened compensalion only to in the Adoptlon Agreemenl may elecl special effecUve dales
the extenl the Employer pays such amounts by ihe later oi (or Plan provisions lhe Employer specifies provided any such
� 2016 p
Eiigible 457 Plan
date(s) are permitted tiy the Code, by Treasury regulations, or 1.21 "Participant" is an Employee other than an
by other applicable guidance. Excluded Employee who becomes a PaAicipant in
accordance with the provisions of Seclion 2.01.
1.09 "Eiective Deferrals" means a contribution the
Employer makes to the Plan pursuant to a Participanl's Salary 1.22 "Plan" means lhe 457 plan established or continued
Reduction Agreement, as described in Seclion,3.02. The term by the Employer in lhe fortn of this basic Plan and (if
"Elective Deferrals" includes Pre-Tax Elective Deferrels and applicable) Trust Agreement, including the Adoption
Roth Elective Defercals. Agreement. The Employer in the Adoption Agreement must .
designate the name of lhe Plan. All section references wfthin
1.10 "Employee" means an individual who provides the Plan are Plan section references unless the context
services for the Employer, as a common lawemployee of lhe clearly indicates othenvise.
Employer. The Employer in the Adop6on Agreement must
elect or specify any Employee, or class oF Employees, nol 1.23 "Plan Administrator" is the Employer unless the
eligi6le to participate in the Plan (an °Excluded Employee"). Employer designates another person lo hold lhe posilion of
See Sectfon 1.16 regarding potential treaUnentof an Plan Administrator. The Plan Administrator may be a
Independent Contractor es an Employee. Panicipant.
1'.11 "Employer" means the eritily specified in.the 124 "Plan Entry Date" means the dales the Employer
Adoplion Agreement, any successor which sFiall maintain this elects in Adoption Agreement.
Plan; and any.predecessor which has maintained this Plan: In �,z5 "Plan Year" means the consecutive 12-month
addition, where appropriate, the lerm Employer shall include eriod lhe Em lo er elecls in the Ado hon A reement.
any Participaling Employer. P P Y P� 9
1.12 "Employer Cantribution" means Nonelective 1.26 "Pre-Taz Elective Deferrals" means a PaAicipant's
Contributions or Matching Contributions: Salary Reductian Conlributions which are not includible in the
PaAicipanCs gross income at the time deferred and have been
1.13 "ERISA" means the Employee Retirement Income irrevocably designated as Pre-Tax Elective Defenals by lhe
Security Act af �974, as amended. Participanf in his or fier Salary Retluction AgreemenL A
Participant's Pre-Tax Eleclive Deferrals will be separately
1.14 "Excess Deferrals" means Deferral Contribulions accounted for, as will gafns and losses atVibutable to those
to a Govemmental Eligible 457 Plan or to a Tax-Exempt Pre Tax Elective Defercals.
Organiza8on Eligible 457 Plan for a Padicipantlhat exceed
lhe Taxable Year maximum Iimitalion of Cade §§457(b) and 1.27 "RolloverContribution" means lhe amounl o( cash
� or praperty whicFi an eligible retirement plan described in
1.15"Includible Com ensation" means, for the Code §402(c)(8)(B) distributes to an eligible Employee or to a
p Participant in an eligible rollover distribulion under Code
Employee's Taxable Year, the Employee's total §402(c)(4) and which the eligible Employee or Participant
Compensation within the meaning of Code §415(c)(3) paid to transfers directly or indirectly to a Govemmental Eligible 457
an Employee (or services rendered to tlie Employer. Plan. A Rollovee Contribution includes net income, gain or
Includible Compensalion includes Deferral Conlributions loss altributable to the Roliover Contribu6on. A Rollover
under ihe Plan, compensation deferred under any other plan Contribuqon excludes after-tax Emptoyee contributions, as
described in Code §457, and any amounl excludible from lhe adjusled (or net income, gain or loss.
Employee's gross incame under Code §§401(k}, 403(6), 125
or 132(�(4) or any other amount excludible irom lhe �,28 "Roth E(ective Deferrals" means a ParticipanPs
Employee's gross income for Federal income tax purposes. Salary Reduction Contribulions lhat are includi6le in the
7he Employer will delermine InGudible Compensation without paAicipanYs gross inco.me at lhe time deferred and have been
regard to community property laws. irrevocably designated as Roth Elec6ve Deferrals by lhe
1.16 "Independent Contrector" means any individual Participant fn his or he� Salary Reduction Agreement. A
who performs service for Ihe Employer and who the Employer Participant's, Roth ElecGve Deferrals will be separalely
does not lreaPas an Employee or a Leased Employe,e. The accounted for, as will gains and lasses altributable ta lhose
Employer in the Adoption Agreement may elect to permit Roth Eleclive De(errals. However, forfeilures may nol tie
Independent Contractors to participate in the Plan. To lhe allocated to such account. The Plan must also maintain a
extent that lhe Employer permits Independent Conlractor record of a Par6cipant's investment in the contract (i.e.,
par(icipation, references to Employee in:tfie Plan include designated Roth contributions thal have not been distributed)
Independenl Contractors and Compensation means the and the year in which the Participant first made a Roth
amounts the Employer paysio lhe.lndependent Cantraclor far Elective Deferral:
services, except as the Employer olherwise specifies fn lhe
Adoption Agreement. 1.29 "Salary Reduction AgreemenY' means a written
agreement belween a Participant and the Employer, by which
1.17 "Leased Employee" means an Employee within the the Employer reduces lhe ParlicipanCs Compensation for
meaning of Cade §414(n). Compensation not avaflable as of the date of the election and
wntribules the amounl as a Salary Reduction Contribution la
1,18 "Matching Contribution" means an Employer fixed the Participanl's Account.
or discretionary-contribution made of forfeiture allocated on
account oF 5alary Reduclion Contributions. ' 1.30 "Salary Reduction Conlribution" means a
contribulion the Employer makes to lhe Plan pursuanl lo a
1.19."Nonelective Contribution" means an Employer Participant's Salary Reduction Agreement.
fixed or discretionary conVibution not made as a result af a
Salary Reduclion Agreemenl and which is not a Matching 1.31 "Service" means any period of Gme lhe Employee
Contribut(on. is in lhe emplay oFihe Employer. In.lhe case of an
1.20 "Normal Retirement A e" means the a e the Independent Contractor, Service means any period of time
9 9 the Independent Contractor performs services for the
Employer specifies in the Adoption Agreement consistent with Employer on an independent contractor basis. An Employee
Section 3.05(B). or Independent Contraclor lerminales Service upon incurring
a Severance from Employmenl.
OO 2016 3
Eligihle 457 Plan
then If a Participanl perfortns service in lhe uniformed
(A) Qualifled Military Service. Service includes any � services (as defined in Code §414(u)(12)(B)) on active duly
qualified military service the Plan musl credit for contributions for a period of more than 30 days, the Parlicipant will be
and benefits in order to satisfy Ihe crediting of Service � deemed to have a severance from employment sotely for
requirements of Code §414(u). A Participanl whose purposes of eliyibility for distribulion of amounts not subjecl to
employment is interrupled by qualified military service under Code §412. However, the Plan will not distribute such a
Code §414(u) or who is on a leave of absence for qualified Participant's Account on account of lhis deemed severence
military service under Code §414(u) may elect to make unless the Participantspecifically elects ro receive a bene(il
addiiional Salary Reduction Conlributions upon resumption of distribution hereunder. lF a Participant elects to receive a
employment with the Employer equal to the maximum distribution on account of this deemed severance, then �o
Deferrel. Canlributions that the Participant could have elected Deferral ContribuGons may be made for the Participanl during
during that period if the ParticipanPs employment with the the 6-monlh period beginning on the date of Ihe distribution. If
Employer had cantinued (at the same level of Compensation) a PaAicipant would 6e entitled to a distribution on accounl of a
wilhout Ihe interruption.of leave, reduced.by tfie Deferral deemed severance, and.a distribution on account of another
Cantributions, if any, actually made for.the Participant during Plan provision, then the other Plan provision wili conirol and
lhe period of the interruption or leave. This right applies for lhe 6-monlh suspension will not apply.
five years following the resumption af employment (or, if
sooner, for a period equal to lhree 6mes•lhe period of lhe �,32 "State" means (a) one of the 50 states af the United
inlerrupGon or leave). The Employer shall make appropriale States or the District o( Columbia, or (b) a political subdivision
make-up Nonelective Contributions and Matching of a State, or any agency or insW mentality of a State or its
Contri6ulions (or sucfi a Participant as required under Code
§414(u). The Plan shall apply limitations of AAicfe III to all polilical su6division. A State does not inGude lhe federal
Deferral Contributions under this paragraph with respect to 9bvemment or any agency or instrumenlality thereof.
ihe year to which the Deferzal ConUibution relates. 1,33 "Substantial Risk of Forfeiture" exists if lhe Plan
(B) "Continuous Service" as the Adaption Agreement expressly conditions a Parlicipant's right to De%rred
Compensation upon the PaAicipant's future performance of
descri6es means Service wilh lhe Employer during which lhe substantial Service fo� lhe Employer.
Employee does not incur a Severance from Employment. �
1,34 "Tax-Exempt Organization" means any tax-
(C) "Severance from Employment." exempt organization olher than a governmental unit or a
church or quafified church-conUolleil organization within lhe
(1) Employee.. An Employee has a Severance fram meaning of Code §3121(w)(3).
Employment when ihe Employee ceases to be an Employee
of the Employer. A Participant does not incur a Severance 1.35 "Taxable Year" means lhe calendar year or other
trom Employment if, in connection wilh a change in taxable year of a Participanl.
employment, the ParticipanPs new employer continues or
assumes sponsorship of the Plan or accepts a Transfer of 1.36 "Transfer" means a transfer of Eligitile 457 Plan
Plan assets as to the Participant. assels to another Eligible 457 Plan which is not a Rollover
Contribution and which is made in accordance with Section
(2) Independent Contractor. An Independent 9.03.
ConVaclar has a Severence from Employment when the
contracl(s) under which the Independent Contractor performs 1.37 "Trust" means the Trust created under lhe adopting
services for the Employer expires (or otherwise terminates), Employer's Plan. A Trust required under a Govemmental
unless the Employer anticipates a renewal of the contractual Eligible 457 Plan is subject to Ariicle VIII. Any Trust under a
relationship or the Independent Contractor becoming an Tax-Exempt Organization Eligible 457 Plan is subject to
Employee. The Employer anticipates renewal if it intends to Section 5.09.
conlract for the services provided under the expired contract
and neifher the Employer nor the Independent Contractorhas 1.38'Trustee" means the person or persons who as
eliminaled the Independent Conlractor as a potential provider Trustee execute the Employer's Adoption Agreement, or any
of such services under the new contract. Further, the successar in office wtio in writing accepts the position of
Employer inlends to contract for services conditioned only Trustee.
upon the Employer's need for the services provided under lhe
expired contract or lhe Employer's availabitity of funds. 1.39Type of 457•.Plan. This Plan is an Eligible 457 Plan,
Notwithstanding the preceding provisions of this Section 1.31, which is a plan which salisfies the requirements of Code
the Plart AdminisValor will consider an Independent §457(b) and Treas. Reg. §§1.457-3 lhrough -10. The
Contractor to have incuRed a Severance from Employment: Employer in the Adoption Agreement must specify whether
(a) if the Rlan Administrator or 7ruslee wilf not pay any the plan Is either a Governmental Eligible 457 Plan or a Tax-
Deferred Compensatfon to an Independent Contractor who is Exempt Organizatlan Eligible 457 Plan, as defined below:
a Participant before a date which is at least twelve months
after lhe expiration of the Independenl Contractor's contract (A) "Governmental Eligible 457 Plan" means an Eligible
(or the last to expire.of such wnfracts) to7ender Services to 457 Ptan established by a State.
the Employer; and (b) i( before Ihe applicable twelve-month
payment date, the Independenl ConUactor performs Service (B) "Tax•Exempt Organization EIIgf61e 457 Plan" means
as an Independent Contrabror or as an Employee, the Plan an Eligible 457 Flan established by a Tax-Exempt
Adrtiinistrator or Trustee will not pay to tlie Independenl Organization,
Contraclor his or her Deferred Compensation on lhe
applicable date. 1.40 "Vested" means a PaAicipanPs Defertal
Contribulions that are not subject to a Substanlial Risk of
(3) Deemed Severance. Notwithstanding Section FoAeiWre, including a vesling schedule.
1.OS(F), if lhe Employer elecls in the AdopUan Agreement,
OO 2016 4
Etigible 457 Plan
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.01 ELIGIBILI7'Y, Each Employee who is not an
Excluded Employee becomes a PaAicipant in the Plan in
accordance with the eligibility conditions and as of the Plan
Entry Date the Employer elects in the AdopGon Agreement. If
this Plan is a restatetl Plan, each Employee who was a
Participant in lhe Plan on the day before' lhe Effeclive Date
continues as a Participant in the Plan, irrespective of whether
lielshe salisfiesthe eligibility condiUons in the restated Plan,
unless the Employer indicales olherwise in the Adoption
Agreement.
2.02 PARTICIFATION UPON RE-EMPLOYMENT. A
Participant who incurs a Severance from Employment will
re-enler lhe Plan as a Participant on the date of his or her
re-employment. An Employee who satisfies the Plan's
eligibility condilions but who incurs a Severance from
Employment prior to becoming a Participant will 6ecome a
Participant on the later of the Plan Entry Date an which
he/she would.have entered lhe Plan had helshe not incurred
a Severance from Emplayment or'tFie date of his or her
Pe-employment. Any Employee who incurs a Severance (rom
Employment prior lo satisfying lhe Plan's eligibility conditions
becomes a Participant in accordance with lhe Adoption
Agreement. '
2.03 CHANGE IN EMPLOYMENT STATUS If a
Participant has,not inwrred a Severance Iram Employment
but ceases to be eligible lo parlicipale in lhe Plan, by reason
of becoming an Excluded Employee, the Plan Adminislretor
must treat the PaAicipant as an Excluded Employee during
lhe period such a Participant is subject to the Adoption
Agreement exclusion. The Plan Administrator determines a
Participant's sharing in the allocation of Employer
Cantribufians by disregarding his ar her Compensation paid
by lhe Employer for services rendered in his or her capacity
as an Excluded Employee. However, during such period oF
exclusion, the PaRicipant, without regard to employment
classification, continues ta share fully in Plari income .
allocaUons under Seotion 5.07 and lo accrue vesting service If
applicable.
� 2016 g
Eligi6le 457 Plan .
ARTICLE III
DEFERRAL CONTRIBUTIONSILIMITATIONS
3.01 AMOUNT. Administrator shall establish), if lhe Participant has
Compensation other than imputed compensalion or disabilily
(A) Contribution Formula. Far each Plan Year, or other benefils.
periad the Employer specifies in the Adoption Agreement, the
Employer will cantribute lo the Plan lhe [ype and amount ot (D) Post-severance'deferrals limited to PostSeverance
Deferral ConUibutions lhe Employer elecls in the Adoption Compensation, Deferrals are permilted from an amount
Agreementl received following Severance'from Employment only if lhe
amount is Pasl-Severance Compensation.
(B) Retum of Contributions. The Employer cantributes to
lhis Plan.on the condiUon its conlribulion is not dueto a 3.03 MATCHING CONTRIBUTIONS. The Employer in
mistake of faot. If the Plan has a Trust, lhe Trustee, upon lhe Adoptlon Agreement must elect whether the Plan pertnils
written request from the Employer, must retum to the Matching Contribulions and, if so, the type(s) of Matching
Employer lhe amount of the Employer's contribution (adjusled ConMbutions, the 4me periad applicable to any Matching
tor net income, gain or loss) made by the Employer on Contribulion formUla and as applicable, the amount of
account of a mistake of fact. The Trustee wiil not retum any Matching Contributions and the Plan limitations, if any, which
, portion of the Employer's contribution under the provisions of apply to Malching Coritri6utions. Any Matching Contributions
this paragraph more �han one year after the Employer made apply to age 50 calch-up contribulions, if any, and lo any
the conUibution on account o( a mistake of fact. In addition, if Normal Retiremen( Age catch-up contributions unless the
any Participant Salary Reduction ConVibutlon is due to a_ Employer elects othenvise in lhe Adoption Agreement.
mistake o? fact, lhie Employer o� the Trustee upomwritten
request from the Employer shall retum the PartfcipanPS 3.04 NORMAL LIMITATION. Except as provided in
contributlon (adjusted for net income, gain orloss), within one SecUons 3.05 and 3.06, a ParticipanCs maximum Deferral
yeac after payment of the contribution. Contributlons (axcluding Rollover Contributions and
Transfers) under this Plan for a Taxable Year may not exceed
The Trustee will not increase lhe amount of the Employer lhe lessef of: -
contribution relumable under this Section 3.01 for any
eamings altributable lo the conlribution, but the Truslee will (a) The applicabfe dollar amount as specified under
decrease lhe Emptoyer contribu;ion retumable for any losses Code §457(e)(15) (or such larger amount as lhe
attributahle lo.it. The Trustee may require lhe Employer to Commissioner of lhe Inteinal Revenue may prescribe); or
fumish it whatever evidence the Trustee deems necessary to
enable the Trustee to confirtn the amount the Employer has (b} 100% of tfie ParticipanCs Includible Compensalion
requested be retumed is properly retumable. for the Taxable Year.
(C) Time of Payment of Confribution. If the Plan has a 3.05 NORMAL RETIREMENT AGE CATCH-UP
Trust, the Empioyeamay pay its contributions for each Plan CONTRIBUTION. If selected in the Adoption Agreemenl, a
Year to the Trust in one or more installments and at such Participant may elect to make ihis catch-up election. Fo[ one
time(s) as the Employer detertnines, without interest. A or more of lhe Participant's lasl three Taxable Years ending
Go.vemmental Employ.er shall deposit Salary ReducUon before lhe Taxable Year in which the PaAicipant attains
Conlribulions to lhe Trust wilhin a period that is not longer Normat Relirement Age, lhe ParticipanCs maximum Deferral
than is. reasonable fo[ the administralion of Participant Contributions may noCexceed the lesser oL•
Accaunls.
(a) Twice the dollar amounl under Sectlon 3.o4(a).
3.02 SALARY REOUCTION CONTRIBUTIONS. The Norrnal Lfmitation, or (b) the underutilized limftation.
Employer in lhe Adoplion Agreement must elecl whelher fhe
Plan pertnits Salary Reductian Contributions, and also lhe (A) Underutilized Limitation. A ParticipanPs underutilized
Plan IimitaGons, if any, which apply la Salary Reduction limitation is equal to the sum of: (i) the normal limitation tor Ihe
Conlribu6ons. Unless lhe Employer elects olherwise in the Taxatile Year, and (ii) the normal limitation for each oi the
Adoption Agreement, all such limitations apply on a.payroll prior Taxable Years of the Participant commencing after 1978
basis. - during which lhe Pariicipanl was eligible to participale in the
(A) Deferral from Sick, Vacaddn and:Back Pay. The Plan and lhe PaAicipanCs Deferrat Contributions were subject
Employer in the Adoplion Agreemenl must elect wfiether to to lhe Normal Limitation or any othea Code §457(b) limit, less
permit Participanls to make Salary Reductfon Contributions lhe amount of Defertal Conlribulions (or each such prior
from accurriulated sick pay, from accumulated vacation pay or Taxable Year, excluding age 50 calch-up contribulions.
Gom back pay.
(B). Normal Retlrement Age. Normal Retirement Age is the
(B) Automatic Enrollment. The Employer in lhe Adoption age lhe Employer specifies in lhe AdopGon Agreemeni
Agreement may provide for autqmafic Salary Reduction provided lhet lhe age may not be: (i) eadier than the earliest
Contributlons of a specified amount, subject to giving nolice to of age 65 or the aga at which Participants have the right to
affected Participanls oFthe autamatic election and of thefr retlre and receive under lhe Employer's defined benefit plan
right to make a conlrary election. (or money purchase plan if the PaRicipant is not eligible lo
parlicipate in a defined benefit plan) immediate reliremenl
A Govemmenlal Employer Lnder an Eligible 457 Plan may benefits withoul actuarial or olher reduction because of
elect to provide an Eligible Automatic ContribuGon relirement before a later specified age; or (ii) later than age
Arrangement ("EACA"). If the Employer elects ta provide an 70 1I2.
EACA, the Employer will amend lhe Plan to add necessary
language. (1) Participant Designation. The Employer in the
Adoption Agreement may permit a Participanl lo designate his
(C) Applicallon to Leave of Ahsence and Disa6ility, or her Normal ReGrement Age as any age inciuding or
Untess a PaNcipant in his or her Salary Reductian Agreement between ihe foregoing ages.
elects othenvise, lhe ParlicipanCs Salary Reduction
Agreement shall continue lo apply during lhe PaAicipant's (2) Multiple 457 Pians. If the Employer'maintains more
lea.ve of absence or the Parlicipant's disa6ility (as the Plan than one Eligible 457 Plan, the Plans may not permit any
� 2016 6
Ellgible 457 Plan
Participanl to have more than one Normal Retirement Age Parlicipanls for the Plan Year, unless the Employer elects
under Ihe Plans. otherwise in lhe AdopGon Agreement.
(3) Police and Firefighters. In a Govemmental Eligible (e) Fixed nonelecNve, i'he Plan Administrator will
_457 Plan wilh qualified palice ar firefighter Participanls within allocale fixed Nonelective Contribulions (or a Plan Year in the
the meaning of Code §415(b)(2)(H)(ii)(I}, the Employer in the same ralio Ihat each Parlicipanfs Compensafion for the Plan
AdopGon Agreement may elecl (or permit the qualified Year bears lo �he total Compensadon oFall Participants far
Participanls to etect) a Normal Retirement Age as ea�ly as the Pian Year, unless the Employer elects othenvise in lhe
age 40 and as late as age 70 7f2. Adoption Agreement.
(G) Pre-2002 Cootdination. in determining a ParticipenCs (� Othar nonafective. The P.lan Admin(stralor will
underutilized limitation, the Plan Administrator, in accordance allocate Nonelective Contributions for a Plan Year as
wilh Treas. Reg. §1.457-4{c)(3)(iv), musl apply the specified in Ihe Adoption Agreement.
coordfnatlon rule'in effect under now repealed Code
§457(c)(2). The PIan.Adminislrator also must detertnine the 3.08ALLOCATION CONDITIONS. The Plan
Norrttal Limitation for pre-2002 Taxable Years In accordance Administrator will delermine the allocalion conditions
wilti Code §457(b)(2) as then in ettecl. applicable to Nonelecfive Contributions or to Matching
Conlributions (or to both) in accordance wilh the Employer's
3.06AGE 50 CATCH-UP CONTRIBUTION. An Emptoyer electlonsln tha Adoption Agreement. The PIan,Administrator
sponsoring a Govemmental Eligible 45T Plan must specify in will not allacate to a Participant any portion of an Employer
Ihe Adoption Agreement whether lhe Parpcipants are eligible � Convibulion (ar forfeil'ure if applicable) for a Plan Year or
fo make age 50 catch-up contntiuUons. applicable portion lhereof irtwhich the Partippant does nol
, satisfy`lhe applicable allocalion condilion(s).
11 an Employer elects la pertnit age calch-up
conUibulions, all Empioyees who are eligible to make Salary 3.09 ROLLOVER �CON7RIBUTIONS. If eleded fn the
Reduclion Canlriliutions under this Plan and who have Adopdan Agreemenl, an Empioyer sponsoring a
allained age before_the close of Ihe Taxable Year are " Govemmental,Eligibte 457 Plan may permit Rollover
elfgible lo make age 50 catch-iip comributions fbr that ,� ConlribWions.
Taxable Year in accordance with, and subject to ihe
Ilmftalions of, Code §414(v). Such catch-up contributlons are (A) Operational Administretion. The Employer,
not taken into account for purposes of lhe provislons o( the operatlonally and on a nondisuiminatory basis, may elecl to
Plan implementing the required IimilaUoos of Code §457. If, Iimit an eligible Employee's right or a ParlicipanPs r(ght lo '
for a Taxable Year, an Employee makes a catch-up ' make a Rollover ContribuNon. Any Partfcipant (6r as
cantribuUon under Section 3.05, lhe Employee Is nol eligible appiicable, any eligihle Employee),.with Ihe Employer's
lo make age 50 catch-up'contribulions under this Sectfon 'written consent and afler filing with the Trusiee lhe form
3.06: A catch•up eligibie Participant in each Taxable Year is prescribed byihe Plan Administrator, may rrmake a Rollover
entilled ro the grealer of fhe amount determinetl under. Conlribudan to the Trust. Before accepfing a Rollaver `
Section 3.05 or SecGon 3.06 Catch-Up Amount plus the Contribulion, lhe Trustee may require a Participant (or eiigi6le
Seclion 3.04 Normal Umitalion. Employee) lo lumish satistactory evidence lhe proposed
Iransfer fs in fact a"Rallover ConVibution" which the Code
3.07 CONTRIBUTION ALLOCATION. The Plan permits an emptoyee lo make to an eligible retirement plan.
Administrator will allocate to each ParticipanCs Account his ar The Trustee, In its sole discreGon, miy decline lo accept a
her Defertal Conlributions. The Employer.will allocate Rollover CanWbuGon of.property whtich wuld: (1) generate
Employer Nonetective and Matching ConlribuGons to (he unrelaled business taxable income; (2} create difficWty or
Account of each Participaot who satisfies the atlocation - undue expense in storage, safekeeping or valuation; or (3)
canditions in the Adoption Agreement In the (ollowing manner. create olher praotical problems for the Trust. '
(a) Fixed match. Ta the exlenl Ihe Emplayer makes (B) Pre•Partiefpatian Rollaver. If an eligible Emptoyee
Mafching CoNributions under a fixed Adoptfon Agreement makes a Rollover Conlribul(on ro the Trusl qrior to salisfying
formula, lhe Plan Administrator will allocale tlie Matching tfie Plan's eligibflity candilions, the Plan Administralor and
Contribution to the Account of the Parlicipanl on whose behalf ' Trustee must treat_the Employee as a limited PaAicipanc (as �
the Employer makes ihat contribution. A fized Matching descr(bed in Rev. Rul. 96-48 or in any successor ruling). A
Cantribulion formula is a formula under which the Employer � limiled'ParticipanCdoes not share in the Plan's allocalion of '
conlribules a specifiedpercenlage or dollar amount on behalf any Employer Contdbulions and may not make Salary
of a Participant based on lhat PaiticipanCs Selary Reduction Reduction ContribuUons until he/she,actuall becomes a,
Contributions. y �
Parqcipant (n Ihe Plan. If a limited Participant has a
(b) Dlscretionary match. To the extenl the Employer Severance from Employment prior to becaming a Parlicipant •
makes Matchfng CanVibulions under a discretianary AdopGon in the Plan, the Trustee will dislribute his or her Rallover
Agreement fortnula, ihe Plan Administratar will allocale the Contributions Account to lhe limited Panicipant in accordance
Malching Conlributionsto a Parliapanfs Account in the same wilh Arlicle IV.
prapoAion thal each ParticipanPs Salary Reduclion , �
Contribu4ons laken into accaunt under the (armula bear to the (C) Separate Accounting. If an Employer permits Rollover
lo�al Salary Reduction Contributions of aIl.Participants. ContribuUons, the Flan AdmfnisUator must account separalely
(c) Tiered match. If the Matching CoMribution (ormula (or. (1) amounts rollad'Inla lhis Plan $om an eligible
is a tiered formula, the Plan Adminislrelor wlll allocate re���amenl plam(other than irom anotherGovemmental
separately the Matching Contributions with respecl to each Eligible 457 planf� and (2) amounts rolled inro this Plan from
ller of Salary Reduction Conlfibullons, in accordance wilh the another Gavemmenlal Eligible 457 Plan The Rlan
4ered formula. Administrator forpurposes of ordering any subsequenl
distribution trom lhls Plan, may ilesignate a dislributlon Irom a
(d) Dlscretlonary nonelect(ve. The Plan AdmlNSfretor Parlicipant's Rallover Conlributions as c6ming first from either
wilf allocate disuetionary Nonelective Contrihutions far a Plan of (1) or (2) above if the Participant has 6oth types ot Rollover
Year In the same raGo that each PartfcipanPs Compensation Conlribulion Accounts.
for lhe Plan Year bears to the total CompensaGon af all
O 2016 �
EIIglhle 457 Plan
(D) May Include Roth Deferrals. If this Plan is an eligible Reduction Agreement. A ParticipanPs Pre-Taz Elective
govemmental457(b) plan which accepts Rotfi Elective ' � Deferrals will be separalely accounted for, as will gains and
Deferrals, lhen a Rollover Conlribulion may include Rolh losses attributable to those Pre-Tax Elective Delerrals.
Deferrals made la another plan, as adjusled tor Eamfngs.
Such amaunis must 6e directly rolled over into Ihis Plan (rom (C) Roth Elective Deferrals. 'Roth Elective Deferrals"
another plan which is qualified under Code §401(a), from a means a Parliciparil's Salary Reduciion Gbntributions lhat are
403(b) plan, or Gom an eligihle govemmentaF457 plan. The includible in the PaAicipant's gross income at the lime
.Plan must account separetely for the Rollover Coniribution, deferted and have 6een irtevocably designated as Roth
including Ihe Roth De.fenals and lhe Eamings therean. Elective Deferrals by lhe Participant in his orher Salary ,
� Reduction Agreement. A Participanl's Roth Elective Defercals _
(E) In-Plan Roth Rollover Contributiona. A Govemmenlal will be separately accounled for, as will and losses
Employer under an Eligible 457 Plan may elect to pertnit In- attributable to those Roth Elective Deferrals. However,
Plan Roth Rollover Cbntributfon. If the Employer decfdes ta. foAeltures may not be allocated to such accaunt. The Plan .
permit In-Plan Roth Rollover-Contributions, the Employer will must also maintain a record of a' ParticipanCs investment in
amend the Plan to add necessary language. the contract (i:e., designaled Roth contribulions Ihat have not
heen distrihuted) and the year in which lhe Participant first
3.10 DISTRIBUTION OF EXCESS DEFERRALS: In ihe made a Rolh Elec6ve.Deferrel.
event Ihat a RaAicipant has Excess Deferrals,.the Plan will
�distribute to the Participanl the Excess Deferrals and allocable (D), Ordering Rules for Distrfhutions. The Administralor
rret income, gain or loss, in accordance with this SecUon 3.10. operalionally may implemenl an ordering rule procedure for
(A) Governmental Eligible 457 Plan. The Plan - wilhdrawals (including, bul not limlted to, withdrawals on
Administralor will dfstribute Excess Defertals from a accounl af an unforeseeable emergency) from a Participant's
Govemmental Eligi6le 457 Plan as soon as i5teasonabiy ' accounts attributable to Pre-Tax Elective De(errals or Rolh
pracQcable fallowing the Plan Adminislretor's detertninaUan of ' ElecUve Deferrals: Such ordering rules may specity whelher
the amoun4of lhe' Ezcess Deferral. . lhe Pre-Tax Efec6ve Deferrals o� Roth Elec6ve Deferrais are
. distributed first FuAhertnore, suchprocedure may pertnit the
(B) Taz-Exempt O�ganizatfon Eligible 457 Plan. The Plan Participant to eleci which lype of Elective Delerrals shall be
Adminfslratar will distribute F�ccess �e(ertals from a Tax- distribuled first.
Exempt Organization fligible 457 Plan no later than April 15
follouving the Taxable Year in which lhe Excess Deferral (E) Corrective dislrl6uflons attributable to Roth Eieetive
occurs. Deferrals. For any Plan Year in which a PaAicipant may.
make both Rolh EJeclive Defertals and Pre,Tax Elective
, (C) _Plan Aggregatfon.. lf lhe Employer meintains more than Oeferrals, lhe Administrabr ope2tionally.may Implement an
one Eligible 457 Plan, ffie.Employer must aggregafe all such orde�ng rule procedure far the disiributian of Excess
Plans iqdetertnining whether any ParUcipant has Excess Deferrals (Treas. Reg: §].457-4(e)). Such an ordering iule
,Def2rrals. � rriay specify whether the Pre-Taz Eleclive Defertals or Roth
�(D) Individuef Limitation. I(a Participanlparticipates in Elective Deferrals are dislribuled first, to the exlen! such type
anolher Eligible 457 Plan mainlalned by a difierenl employer, of Eleclive Deterrals'was made for the year. Furthermore.
and the PaAicipant has Excess Deferrals, lhe Plan suoh procedure.may perrnit the Parlicipanl lo elect which lype
Adminlslrator may, but is nol required, to correcl Ihe Excess � 'of Eleclive Deferrals shall be distributed frst.
Deferrals by making a corcective dislribuGnn from this Plan.
(F) Loans. IFPa�icipanl loans are pertnitted under the Plan,
3.11 DEEMED IRA CON7RIBUTIONS: A Govemmental lhen the Administralor may modiry the loan policy or program
Employer under an Eligible 457 Plart may elec4 to pertnit to provide Iimilalions on'the abiliry to borrow from, or use as
Participants to make IRA contributlons lo this Plan in securiry, a ParticipanCs Roth ElecGve DeferraF account.
accordance with lhe Code §408(q) deemed IRA rules. I( the Simllarly, the loan policy or program may be modified lo
Employer elects to permit deemed IRA cantribuGons lo the pravide for an ordering rule with respect to lhe default o( a
Plan, fhe Employer will amend the Plan to add necessary IRA loan Ihat is made fr6m lhe Participant's Roth Elective Deferral
language and either the Rev. Proc. 2003-13 sample deemed account arxl olher accounts under the Plan.
IRA language or an appropriate subslilute:
3.12 ROTH ELECTIVE �EFERRALS: The Employer may (G) ' Rollovers: A direct rollover of a distribulion (rom Roth
'elect in the Adaplion'Agreertient to permit Rath Elec6ve ElectiJe Deferrals shall anly be made to a Plan whicli includes
Defercals, Unless elected other,vise, Roth Elective Deferrals Roth Elective Deferrals as desedbed in Code §407A(e)(1) or
shall be treated in the same manner as Elective Defe�rals, lo a Roth IRA as"described in Code §408A, and only lo the
The Emptoyer may, in operaUon, Implement de(errel etection exlenlihe rolloveris permilted under the rules of Code
procedures provided such.praoedures are communicated lo �402(c).
Participants and permit Participants la modiy their elections The Plan shall accept a rollover cantrihulion of Rolh Elective
at least once each Plan Year. Deferrals onty if it is a direct rollaver from another Plan which
(A) Elective Deferrais:'ElecUve Oefertal' means a permits Roth ElecUve Defercals as described in Code
contribulion the Employer makes to lhe Plan pursuant lo a §402A(e)(1) and only to lhe extent the rollover is permitted
Participanfs Salary Reduciion Agreement, as described In under lhe rules of pade §402(c). The Employer, operaBonally
Section 3.02. The lerm "Elec(ive Defenals" includes P�e-tax and on a uni(onn and nondiscriminalory 6asis, may decide
Eleclive Deferrals and Rolh Elective Defenals: whelher to accept anysuch rollovars.
(8) Pre•Taz Elective Deferrals.'Pre•Tax Elective Deferrals' The Plan shall not proyide for a direct rollovar (including an �
means a PartiGpanPs Salary Reduction ConUibutions which automatic roUover} tar distribuuons from a ParUcfpanPs Roth
are'not includible (n the ParticipanPs gross inwme at Ihe time Elective Defer2l account if the amount of Ihe distribulions that
tleferred and have been irrevocably designated as Pre-Tax are eligible rollover distributions are reasonably expected to
Elective Deterrals by the Parlicipant in his or her Salary �oWf less lhan 5200 during a year. In addition, any disldbution.
from a ParlicipanPs Roth Elective De%nals are not taken into
� 2016 8
Eligibie 457 Plan
account in delertriining whether dislributions from a (a) Years of participation. The Automalic Oeferral
ParticipanPs olher accounts are reasonably expected to total Percentage varies based on lhe number of plan years the �
less than S200 during a year. Furthermore, the Plan will treat PaAicipant has participaled in the Pian while the Plan has
a Participant's Roth Elective Deferral account and lhe applied EACA provis'ions;
'Par6cipanPs other accounts as hetd under lwo separate plans
for purposes of apptying Ihe autamatic rolloverrules. (b) No reduction from prior default percentage. The
� However, eligitile rollover distributions oF a PaAicipanPs Rolh Plan does not,reduce an Automatic Deferral Percentage that,
ElecUve Deferrals are laken into account in delemiining �mmedialely prior to the EACA's effective date was higher (for
whelher the.total amount of the Participanfs account any PaAicipanq than the Automalic Deferral Percentage;
balances under lhe Plan exceed lhe Plan's limils for purposes (c) Applying statutary Ilmits: The Plan limits the
of mandatory distributions fram Ihe Plan. Aulomalic Deferzal amount so as nol to exceed the limits of'
Code Seclion 457(b)(2) (determined without regard lo Age 50
The provisions of the Plan that allow a Participant to etect a Calch•Up Defercals).
dired rollover of only a portian o( an eligible rollover
distribuGon but anly,if,the amoUnl ralled over is al least S500 (g) EACA notice. The Plan Administrator annualty will
is applied by lreating any amounl dislributed from a provide a notice to each Particfpanl a, reasonable period prior
PaAicipanPs Roth Electfva Deferral account as a separate to each plan year the'Employer maintains the Plan as an
distrfbution fram any amount disiributed from lhe PardcipenPs EACA ("EACA Plan Year").
other accounts in the Plan; even if the.artiounts are dlstrihuted
al the same time. , (a) Deemed reasonable notieefnew Participant. The
� • Plan Administraiar is deemed to pYOVide timely no6ce if the
(H) Automatle Enrollment. I( the Plan utilizes an automatic Plan Administratoc pravides the EACA noGce at least 30 days
enroliment feature as described in SecGon 3.02(B), then any and nol more than 9D days prior to the beginning of the EACA
such autamaGc contriqulion shall be a Pre-Tax Elective Plan Year.
' Deferral.
(b) Mid-year noticefnew Participant or Plan. IL• (apan .
(I) Operational Compllance. The Plan AdmlNstralor wlll ' fmployee becomes eligible In make Salery Reduclion
. administer Rath Elecdve De(enals in accordance w(th CoNribulions in the Plan during an EACA Plan Year bul after
.applicable regulaUons or other binding authority. the Plan Adminisvator has provfded Ihe annual EACA nolice
far lhat plan year; or (b) the Employer adopls mid-year a new
3�38ENEFIT ACCRUAL. If the Employer elecls to apply PIBn as an EACA: thePlan Admfnistrator must provide Ihe
Ihis Section, themeBeclive_as oF the dale adopted, far benefit �CA nolice no later than lhe dafe Ihe Employee becomes
accrual purpases, lhe Plan Veats an individual who dies or • eligible lo make Salary Reduction Contributions. However, il it
becames disabled (as defined under the tertns of.the Plan) is not praclicable for the notice to be provided on or befare the
while erformin ualified milita service wilh res ect lo the dale an Employee becomes a Participant; then the notice will
P 9 Q �' P nonelheless he treated as provided limely if it is provided as
Employer as if the individual had resumed empioyment in soon as practicable after thal date and itie Employee is
eccordance with the individual's reemployment righls under permilled lo elect to defer from alLrypes of Compensation thal
USERRA, on lhe day preceding death or disabilfty (as lhe may be deferred under the Plan eamed heginning on that
case'may be) and lerminated employment on the actual date date. �
of dealh or disability. ,
(c) Content: The EACA nolice musl provide
(A) Uetertnination of 6enaftts. The amount of Matching comprehensive infortnation regarding Uie Participants' righls
. CoNribuUans to be made pursuanl ta this SecUOm3.13 shall and abligations und'er the Plan and mus4 be wrilten in a
be detertnined as Ihougli lhe amounl of Salary Reduotlan manner calculated to be understood by Ihe average
Contributidns bf an individual treated as reemployed under Participant in accordance with applicable guidance.
lhis Section on tfie basis of the (ndividual's average actual ' �
Salary ReducUon Conlribulions tor the lesser of: (i) lhe 12- (C) EACA perntissi6le withdrawal. if elected in in the
' month period of service with the Employer immediately priar Adoption Agreement, a Parlicipanl who has Autdmatic
Io qual(fied military service: or (iq lhe actual lenglh of Deferrals under the EACA may elecl to withdraw all Ihe
conUnuous service witH ihe Employer. Automatic Deferrals (and allocable eamings) under the
provisions of this Amendmenl Section 3.4.Any distritiuGon
3.14 EUGIBLE AUTOMATIC CONTRIBUTION made pursuant lo lhis'Section will be processed in �
ARRANGEMENTYEACA), As elected in the Adoption accordance wilh normal distribuUon provisions of lhe Plan.,
Agreemenl, lhe Employer mainlains a Plan wilh aulomalic �
enrollment provisions as an Eligible Automalic Contribulion (a) ' Amount. If a Parlicipanl eiects a permissible
Arrangement ('EACA"). Accord(ngly, the Plan will satisfy the witFidrawal under this Seclion, lhen the Flan must make a
(1) uni(ortnily requiremanls, and (2) notice requirements distribution equal to the amount (and only the amount) a( the
underlhis Seciian. Automatic Deferrals made under Ihe EACA (adjusted tor
allocable gafns and losses to Ihe date ot the distribution).The
(A) Uniformlty. The Automatic Deferral Percentage must be Pian may separately account for Automatic Deferrals, in which
a uniform percentege of Compensation. All Participanls fn lhe casa Ihe entire accaunt will be distributed. If [he Plan iloes noi
EACA, as.defined in Amendment Section 2.1, are subject lo separalely account fonthe AutamaUc Defemals, then the Plan
Aulomatic Deferrals, excepl ro the extent othenvise provided must delermine eamings ar losses in a manner similanta the
in Amendmenl SecUon 2.2. If a ParticipanCs AKrtnaGve N�es of Treas. Reg.. §1.401(k)-2(b)(2)(iv) far distributions of.
Election expires or atherwise ceases ta be in effecl, Ihe excess conldbutions.
Participant will immedialely thereafter be subjecl Io Automalic (b) Fees. Notwithstanding lhe above, the Plan
Deferrals, except io the extent otharwise provided in Administralor may.reduce the parmissible distribution amount
Amendment Section 2.2. However, the Plarvdoes not violate by any generally applicable (ees, However, the Plan may nol
the unifarm Autdmatic Oefercal Peicentage merely 6ecause ahafge a greater (ee for distributlon under lhis Section than
the Plan apjplies any of the fallowing pravisions: applles lo alher distributions, The Plan Adminigtrator may
adopl a polfcy regarding chargfnc� such fees consistent with
lhis paragraph.
� 2016 g
Ellglble 457 Plan
- Effective Date not to deter any Compensation or to defer
(c) Timing. The Participant rriay make an election to more or less than the Aulomatic Deferral Percentage.
wilfidraw the Automatic Deferrals under the EACA no laler
than 90 days, or such shorter period as speoified in Ihe (e) Effective Date of ANirmative Election. A
Adoption Agreement, aHer ihe date of the first Automatic ParticipanCs Aifirmative Election generally is effeclive as of
Deferral under the EACA. For this purpose, lhe dale of (he lhe firsl payroll period which follows ihe payroll period in
first Aulomatic Deferral is lhe date that lhe Compensalion which Ihe Participant mada Ihe AffirtnaGve Electian, However,
subjecl to lhe Automadc Delertal olherwise would have been. a Parlicipanl may make an AffirtnaGve ElecGon which is
includible in lhe ParticipanPs gross income. Furlhertnore, a eHective: (a) for the first payroll period, in which he or she
ParticipanCs withdrawal righl is not restricted due to the. becomes a Participant i( the Participant makes an A(firmative
Parlicipanl making an A�mialive Election dunng the 90 day Election within a�reasonable periotl following lhe ParticipanYs.
period (or shorter period as specified in Adoption enlry dale and before the Compensation to which lhe Election
Agreemenl.). applies becomes curtenlly available; or (b) for4he first payroll
. period following the EACA's e(fecllve date, if �he Participant
(d) Rehfred Employees. For purposes of this Secllon, makes an Affirmative Electlon nol later Ihan the EACA's
an Employee who faran entire Plan Year did not have effective date.
conMbutions made pursuanl lo a default election under the
EACA will be Ueated as having nol had such contribulions for 3.75 1N•PLAN ROTH ROLLOVER CONTRIBUTION
any prior Plan Year as,well:.
(a) Right to elect In-Plan Roth Rollover
(e) EHective date of the actual withdrawal electlon: Contribution..lf etected in the AdapGon Agreement, a
The effective tlate of the pertnissible withdrawal will be as. PaAlcipanl may elect �o roil over_a distribution directly to an
soon as practicable, bul in no avenf later than lhe earlier of (1) In-Plan Rolh Rolloqe� ConlribuUon Account in accordance
lhe pay date of tha second payroll period beginning aFter the wi[h the provisions of the Plan, lhis Section and tha elections
electian is made, or (2) the first pay dale that occurs at least made in lhe Adoption Agreement. "In-Plan Rolh rollover
30 days afler the election is made. The election will also be cantributions" will be subjecl lo lhe Plan niles relaled ro
deemed to be an A�irtnalive Election fo have no Salary designated Rolh accounts.
Reduction Cantributions made to lhe Plan.
(b) EIIglbii(ty far distribution and rqllover. A
(� Related maCching eontribuNons. TFie Plan Participant must be eligible for a distribufion in order to roll.
Adminislratar will not take any defeRals withdrawn pursuant lo over a dislribut(on to an In•Plan Roth Rollover Contribution
this section into account in compuling lhe cantribulion and Account io accordance wilh this Section. A PaAicipanl may
allocation of malching conlritiulions, if any. If th'e Employer nol make an "in-Plan Roth rallover cantribution' with regard to
has already allocated matching contributions to lhe an.amount which is not an "etigible rollover distribulion." _
PafticipanNs accaunt witfi �espect to deferrals being
withdrawn pursuant to tFiis Seclion, then the matching . (c) Farm of.roliover. The Adminisuator may pertnit an
conlribuuons, as adjusted far gains and losses, must be ^in•Plan Rolh rollover conlribution" eittier by. conveAing to
fortefted, Except as otherwise provided,.the Plan will use the �sh any non-casfi investments prior to rolling over tfie
fodeited contributions lo reduce future contribuHons or ta � particlpanCs distributian eleclion amount to lhe In-Plan Rolh
reduce plan expenses. Rollover Contribulion Account, or by rolling over ihe
ParticipanPs currenl investmenls to the In-Plan Rolh Rollover
(D) Compensation. Compensatlon tor purposes ot Conlribution Account. A Plan loan so transferred in a direcl
determining the amount oEAulamatic Deferrals has lhe same rollover (if such transfer is permitted) wilhaut changing 1he �
meaning as CampensaGon with regard ta Salary Reductlon repayment schedule (s not treated as a new loan.
Cantributians in general.
(d) Treatment of IrnPlan Roth Roilover
(E) Deflnitions. Contributions.
(a) Deflnition.of Automatic Ueferrai. An Automatic (1) Amaunt of In-Plan Roth Rollover
Deferral is a Salary Reduction.Cantri6utlon that.results from Contribution. A Participant may take an io-service
tlie operaHon of this Article III. Under lhe Automatic Deferral, dislribulian only.for purposes of electing a direcl rollover to:an
the Employer autbmatically will reduce by lhe Automalic In-Plan Ralh Rollover Conlribulion Account. A portion ot the
Deferral Percentage elected in lhis Amendment lhe amaunl lhal is eligihle to be rolled overto an In-Plan Roth
Compensatian oF each Participant subJect lo ihe EACA, as Rollover CantribuUon Accaunl may be distributed salely for
specified in Amendment Section 2.2. The Plan AdminislraioP Ihe purpose of federal or state incame tax wilhholding for the
wilFcease to apply lhe AutomaQc Deferral to a Rarticipant who Panicipant's anticipated tax obligauons regarding the amount
makes an A(firmative ElecHon as defined in this Seclion. includible in the Participant'sgross income by reasoqof the
In•Plao Roth Rollover Coatribution (and lhe'amount wilhheld
(b) Detinition of Automatic Defercai for (nbome taxes). The Administrator may limit the amount of
Pereentagellncreases, The Automatic Deferral Percentage Is �he 100% withholding dlstribuUon ta lhe amount Ihe
the percenlage af Automatic Deferral .which the Employer AdminisUator reasonably determines is sufficienl to salisfy the
elects in Amendment SecBon 2.1 or elsewhere in lhe Plan ParlicipanCs federal andlor state inc6me tax Iiability relatfng to
(including any scheduled increase to the Automatic Deferral lhe Plan disVibution.
Percentage lhe Employer may elect): (Z) No rollover or distribution lreafinent.
(c) EHective date of EACA Automatic Deferral. The Notwilhstanding any olher Plan provision, a direct In-Plan
ef(ective date of an Employee's Automatic Deferral will be as Roth Rollover Contribulion is no4 a rollover conl�bution far '
soon as practicahle aRer the Employee is subject to purposes o( the Plan. Accordingly, the Plan will lake inlo
Aulomalic Deferrals under lhe EACA, consislent w(lh (a) account lhe amouMs attdbulable to an "imPlan Rolh rollover
appifcable law, and (b) Ihe objective of aHarding the contribulian" in determinfng whelher a Participant's Vested
Employee a reasonable periad of 8me after receipl of lhe Accounl balance exceeds 55,000 for. purposes of Code
notice lo make an Affirma6ve Election (and, iF applicahle, an §411(a)(11). In addiUon, an "in-Plan Ro1h rallover
investmenl eleclion):� conlribution' is not a distribution (or purpdses of Code
§§401(a)(71) (relaGng lo spousal consenO and 3405(c)
(d) Defl�itfon of. Affirtnative EleeNon. An Affirma�ive (relat(ng to mandatory Income tax withholding). Furlhertnore, .
Election is a ParGCipanPS eleclion made after Ihe EACA's ll Is not a d(stri6ution for purposes of applying any Iimitations
O 2016 10
Eligible 457 Plan
lhal a Plan may impose with respecl lo lhe number of (c) Treatment of In•Plan Roth Rollover
in-service dislribulions permitted by Ihe Plan. Contributions.
(3) Withdrawal of In•Plan Roth Rollover (1) No disfribution treatme�t. M In-Plan Roth
ConUi6utions. A Participant may withdraw amounls from the Transfer is not a Plan dislribution. Accordingly, the Plan may
Participanl's In-Plan Roth Rollover ContribuGan Accounl only not wilhhold or distrihute any amounts for income tax
when Ihe Participant is eiigible for a distrihution from lhe Plan withholding, unless a distribution o( other amounls is
. accaunt that is the source of the "in-Plan Rolh rollover permitted pursuant to [he terms of the Plan.
contribution.' This Section does not expand (except, if
elected, for distribulions for withholding}or eliminate any � (2) Withdrawal of In-Plan Roth Transfers. A
disUibution righls on amounts that a Parlicipant elects to treat Parlicipant may withdraw amounts from lhe ParticipanYs
as an "in-Plan Roth rollover contributlon," In-Plan Roth Transfer Account only when lhe PaAicipant is
eligible (or a disVibution from the Plan aocount that is the
(e) Deflnitions and other rulas. source of the In-Plan Roth Transfer. This Amendment does
not expand or eliminate any distribution rights or restriclions
(1) In-Plan Roth Rollover Contribution. An on amounts that a Participant elects lo treat as an In-Plan
in-Plan Rolh roliover contribution" means a rollover Roth Transfer.
contribuQon lo Ihe Plan that consists of a distri6ution from a
ParticfpanPs Plan account, other than a designated Roth (d) Definitions and other rules.
account, that Ilie Participant rolls over lo lhe ParlicipanCs
designated In-Plan Rolh Roilover Conlribution Accaunt ln the (1) In-Plan Roth Transfer. An In-Plan Roth
Plan, in accordance with Code §402(c)(4). An "in-Pian Roth Transfer means aq amount that a Participant eleus to trensfer
rollover cont�bulion" may occur only by a direct roliove�. (rom a Plan Accounl, ather lhan a designated Roth Acwunt,
inta an In-Plan Rolh Transfer Account, in accordance with
(2) Dlstribution from partlally Vested account. Code §402(c)(4)(E) and this Amendment. M In-Plan Roth
Distribulions (i.e:, lhe source of the "in-Plan Roth rollover Transfer may only be made with respecC,to amounts thal are
contribuGon" amounls) are permitled only from Vested not dislributahle urider Ihe lerms of lfie Plan.
amounts allocaled lo a qualifying source as identifled i� lhe
Adop6on Agreement. If a distribulion Is made to a Participanl (2) Distcibutian from partially Vestad account,
who has nat severed employment and who is not fully Vesled Distributlons (i.e„ lhe source of Ihe "in-Plan Roth rollover
in the Participant's Account from which the rqllover is to he contribution' amounls) are permitted only from Vested
made, and the Panicipant may increase lhe Vested amounts allocaled to a quali�ying source as identified in the
percentage in such account, then al any relevant lime lhe Adoption Agreemenl, If a distribuGon is made to a Participant
ParticipanPs Ve'sted portion of the account will be determinad who has nol severed employment and who is not (ully Vesled
In the manner set forth in Section 6.5(h). in the ParticipanPs Account from which lhe rollover is ta be
made, and lhe Participant may increase lhe Vesled
3.16IN-FLAN ROTH TRANSFER percentage in such account, then at'any relevant Gme lhe
ParticipanCs Vested poitfon of the account will 6e determined
(a) R'ight to elect In•Plan Roth Roilover in �he manner se[ forth in Section 6.5(h).
Conlribution. As"elected in Ihe Adopdan Agreement: a
Participant may elecl lo,transfer amoUnls lo an In-Plan Rolh (3) In-Plan Roth Transfer AccounL An In-Plan
Transfer Account in accordance with lhe provisions of lha Roth Transfer Account. is a sub-accaunt the Plan
Plan and this Amendment. In-Plan Rolh Transfers will be Adm(nislralor establishes for the purpose af separately
subject to the taxat(on provisions and separate accounting accounting for a ParticlpanCs Transfers atldbutable lo the
requiremenls ihal apply lo designaled Roth accounls. ParticipanPs In-Plan Roth Transfers. The Plan Administrator
Furthermore, fhe Participant shall be fully Vested in the has aulhority to establish such a sub-accounL and to lhe
poAion of his or her account attributable to the In•Plan Roth extent necessary, may establish sub-accounts based on Ihe
Transfec source of the In-Plan Rolh Transfer. The.Plan Administrator
wlll administer an In-Plan Roth Transfer Account as provided
(b) Fornf of transfer. The Plan will lransfer Investments by IRS guidance arid the Plan provisions, (ncluding the
ta lhe ParticipanCs In-Plan Rolh Transfer Account in provisions of this AmendmenL
accordance wilh lhe Plan lertns and procedures governing
Plan inves(ments. A Participant loan Ihal is transfened to a (4) Participant fncludes certaln alternate
Participant's In-Plan Roth Trensfer Account (if such Uansfer is payaes. For purposes of eligibility for an In•Plan Roth
permitted) without changing the repayment schedule is noi Transfer, the Plan will treat a Participant's altemate payee
treated as a new loan. spouse or former spouse who is not an Employee as a
Participant (unless lhe right lo elect an In-Plan Roth Transfer
is limiled lo Employees).
� 2016 11
Eitgible 45T Plan
ARTICLE IV
TIME AND METHOD_OF
PAYMENT OF BENEFITS
4.01 DISTRIBUTION RESTRICTIONS. Excepl as the the Employer may determine ope�atlonally whether to include
Plan provides otherwise, lhe Plan Administralor or Trustee Rollover CanlribuGons in delermining whether the Participant
may not distribute lo a PaRicfpant the amounts in his or her is subfect to Manda�ory Distribul(ons.
Account prior ta ane al the fallowing events:
4.03 REQUIRED MINIMUM DISTRfBUTIONS: The Plan
(a) The ParticipanPs atlaining age 70 l/2; Administralor may not distribule nor direct lhe Truslee to
distribute lhe Parlicipant's Account, nor may the Participant
(b) The ParticipanCs Severence from Employment; ar elecl any distribuGon his or her Accounl, under a method of
payment which, as oF ihe required beginning date, does not
(c) The ParticipanCs dealh. salis(y Ihe minimum distrihution requirements o1 Code
§401(a)(9) o� which is not consislent wfth applicable Treasury
4.02TIME AND METHOD OF PAYMENT OF reguladons.
ACCOUNF. The Plan Administratar, or Trustee at the
dfrectfon of lhe Plan Admfnistrator, will distribute to a (A) General Rules.
Parlicipant who has fncurced a Severance fram Employment
lhe ParticipanPs Vested Account under one or any (1) Precedence. The requirements o( lhis Section 4,03
combinaGon of payment methods and at the Gme(s) the _ will take precedence over any inconsistent provisians of the
' Adoption Agreement specifies. If lhe Adoption Agreement Plan.
pertnits more than one lime or methad, the Plan
Administrator, in lhe absence of a Parlicipanl election (2) Requ(rements of Treasury Regulations
descri6ed 6elow, will delertnine the lime and'method Incorporated. All distributions requfred under this Section' "
applicable to a particular ParticipanL In no evenl will tFie Plan 4.03. will be determined and made In accordance wilh lhe
Administrator direct (or direal Ihe Trustee to commence) Treasury regulations under Code §401(a)(9),
distdbution, nor will the Particfpant elect to have distdbulion
commence, later lhan.fhe ParticipanPs iequired beginning (B) Timo and Manner oi Dtstribution.
dale, ar under a method that does nat satisfy Secpon 4.03.
(1) Required Beginning Date: The ParticipanCs enUre
(A) Participant Election of Time and Method. The inlerest will be distri6uted, or begin ro be disVibuted, to the
Employer in [he Adoplion Agreement must elecl whelher ta Participant no latec than the PartiapanPs required beginning
pertnit Participants to elect the Gming and methpd af dale.
dislribution of their Account in accordance wiih.�h�s Seclion ,
4.02. The Plan Administ�ator musl cansent lo the specific (2) . Death of Participant Before Distribution Begins,
lerm's of any such Fartioipanl election,end the Plan If the'Participant dies before distributlons begin, the
Administrator in its sole discreUon may withhold consent. ParllcfpanPS entire interest will ba dfstribuled, or begin lo be
fiubject to'Ihe foregoing conditions, a Parlicipant: (1) may distributed; no laterthan as follows:
elect to postpone distrfbuGon of his ar herAccaunt beyond lhe ..
lfine the Employer. has elected In the Adoption Agreemenl, lo (a) Spouse Designated Benefclary. I( the
any fxed or delenninaWe date including, but not beyond, the Partic(pant`s surviving spouse is lhe Participant's sole
ParticipanCs requfred tieginning date; and (2) may elect the designated Beneficiary, lhen, except as ihe Employer may
method o( paymenL A Participant in a Tax Exempl elect in the Adoption Agreemenl, distributions to the surviving
Organization Eligibla 457 Rlan may elect Ihe timing and spouse will begin hy December 31 of ihe calendar year
method of paymenl of his or her Account no later lham30 immediately following the calandar year in which the
days before the'date the Plan Administretor ar Trustee first Participant dies,�or by December 31 of the calendar year in
Would commence`paymant of the ParticipanPs Account in which the PaAicipant would have.attained age 70 1/2, if laler:
accordance wilh tHe Adoplion.Agreement. The Plan
Adminislralo� must (umish ta ftie Participant a(drtn for lhe (b) Non-Spouse Deslgnated.Beneficiary. If lhe
Participant to elect lhe time and a method of payment. A " Pa�icipanl's surviving spouse is nat lhe ParticipanPs sole
Participant in a Govemmental Eligible 457 Plan is nol subjest designated Beneficiary, then, excepl as the Employer may
to any such requirement in election.the Gming or method of elect in the Adoption Agreement, disVibutians to the
payment. designated Banefiaiary will begin by December 37 of the
calendar year immedfately following the calendar year in
(B) Number of Init{al Elcctions/Subseque6t Elections. A which Ihe Rarticipant died.
Panicipant in a Tax-Exempt Organiza6an Eligible 457 Plan
may make any nurrmber of electfons ar revake any prior (c) No Designated Beneficlary: If there is no
eleciion under Section 4.02(A) wilhin the election pedod, designaled Beneficiary as of September 30 of the year
Once the initial electlon period expires, a Participant, befare following Ihe year of the PaAicipanCs dealh, the Par4cipanPs -
peyment would commence under the PartidpanPs initial entire interest wfll be distributed by Decem6er 31 of Ihe
elec4on, may make one additional election to defer (but nol ta calendar year containing the fiNh anniversary of the
accelerate) lhe timing of paymenl oF his or her Account and PaAicipanCs deatli.
also as to the method of paymenL (d) Death oi Spouse. If the Participant's sunriving
spause is lhe Participant's sole designaled Beneficiary and
(C) No ElectionlDefault. If the Participant does not make a (he surviving spouse dies after Ihe Parllcipant but before
limely electlon regarding the time and melhod of payment, the distribulions to lhesurviving spause begin, lhis Sectian
Plan Administrator will pay or direU lhe Trustee to pay the 4.03(B)(2) other ihan Section 4.03(8)(2)(a). will apply as If the
Parlicipant's Account in accordance with the qdoption surviving spouse were the Participant.
AgreemenL .
D Mandato Dfstributlon. The Em lo er in the Ado lion For purpases of thts Section 4.03{B) and Seclion
( � ry p y P 4,03(D), unless SecUon 4.03(B)(2)�d) applies, distrihutfons are
Agreement will elect whether the Plan will make Mandalory cansfdered lo begin an the Participanl's required beginning
Dislributions. It the Employec elecls Mandato'ry Dislri6uUons, date. If Section 4.03(B)(2)(d) applies, distd6utions are
-
� 2016 � Z
Elfg(ble 457 Plan
considered to begin on the date disiributions are required lo year after lhe year o(1he ParticipanPs dealh using �he
tiegin to lhe surviving spouse under Section 4:03(8)(2)(a). If surviving spouse's age as of the spouse's biAhday in that
distribulions under artannuiry purchased from an insurance year. Fbr distribution calendar years aRerthe year of lhe
company irrevocably commence to the Participant before Ihe surviving spouse's death, the remaining Iffe expeclancy of fhe
, ParticipanCs required beginning date or to the ParticipanPs surviving spouse is calculaled using lhe attained ageaf the
surviving spouse before the dale distributions are required to survfving spouse as of the spouse's birthday in the calendar .
begin lo the surviving spouse under Section 4.03(8)(2)(a), Ihe year ol lhe spouse's death, reduced by one for each
date distributions are considered ro begin is the dale subsequenl calendar year. .
distributions actually commence.
(iii) NanSpouse's Life Expectancy. If the
(3) . Forms of Distribution. Unless the ParticipanCs ParifcipanPs surviving 'spause is not the Participant's sole
interest is distributed in the farm of an annuity purchased frnm designated Bene(icia .ry, the designated Beneficiary's
an insurance wmpany or in a single sum on or before fhe remaining lite expectancy is calculated using the attained age
required beginning date, as of lhe first distribudon calendar of lhe Beneficiary as ot lhe Beneficiary'sbiAhday in lhe
year dislributfons will.be made in accardance with Sections calendar year following the calendaryear of lhe ParticipanPs
4.03(C) and 4:03(D). If the ParticipanPs interesl is dislributed dealh, reduced by one for each subsequent calendar year.
in lhe fortn af an annuity purchased from an insurence
company, distributions Ihereunder will be made in accordance (b) No Designated Beneficiary. If Ihe Parlicipant• �
with the requirements'of Code §401(a)(9) and the Treasury dies on or atter the date dislributionsbegin and there is no; �
' regulations. ' designated Beneficiary as of September 30 af lhe calendar
year after the calendar year oClhe Participanfs death, the
_(C) Regulred Minimum Distributlons during,Participant's minimum amount ihat will be �slributed for each dislribution
Lifetime. , calendar year after the calendar year bf the PaAicipant's
� dealh (s the quotient oblalned by dividing the Participanl's
(1) Amount of Requlred Minlmum Disfibutfon for account balance by lhe Participant's remaining.life
Each'Distributian.Calendar Yoar. During Uie PadicipanPs expectancy calculated usfng Ihe altained age o( lhe
li(etime, lhe minimurti amount that will be dislritiuted far each Participant as of the PaNcipanCs Airthday in the calendar year
distributfon calenda� year is lhe Iesser of: of death, reduced by one for each subsequent calendar year.
(a) ULT. The quolient oblained by dividing Ihe (2) Death before Date Distributions Begin.
PaAicipanYs account balance by lhe number in the.Uniform
Life Table set foAh in Treas. Reg. §1.401(a)(9)-9, using lhe (a) Participant Survived by �esignated
_ Paiiicipant's attained age as of the PaAicipanPsbirthday In Beneficlary. Except as lhe Employer may elecl in the
' the distributlon calendar year, or Adoption Agreement, if the Participant dies befare lhe date
dlstributions begin and there is a designated Beneficiary, the. '
(b). _Younger Spouse. If the Participant's sole . minitnum amountthaCvriil be distributed foreach disUitiution
' designated Beneficiary far the distrihution, calendar year is the calendar year after the yearbf tfie ParticipanCs death is the '
ParticipanCs spouse: Uie quodenl oblained by dividing lhe quoUenl oblained by dividing lheParticipanCs'accaunt
Participaot's account balance by the number in lhe Joint and 6alance by the remaining li(e expectancy of the Participani's
Last Survivor Table set forth in Treas. Reg. §7.401(a)(9)•9, designated Beneficiary, dotermined as provided in Section
using lhe ParticipanYS and spouse's allained ages as of lhe 4.03(D)(1). �
PaAicipanPs and spouse's hirthdays fn lhe distribulion
calsndar year: (b) No Designated Beneficia,ry. Illhe Participant _
dies before t�e date distrfbulions begin and there is no
(2) Lifetime Requfred M(nfmum DistNbutions designaled Beneficiary as of September 30 of the year �
Continue Thraugh Year•of Participan['s �eath. Requlred following Ine year oFlhe PaRicipant's death, dislribution of the
minimum distribuGons will be determined underthis Section PaNcipant's enlire iMetest will be campleted•by December3l
d.03(C) beginning with the first distributlon calendar year and , of lhe calendar year containing lhe fifth anniversary of (he
up ta and including the,distAbution calendar year that includes PaNcipanCs deatFi.
the PartfcipanPs date of death. -
(c) Death of SurviJing Spouse Before
�D) Requfred Minimum Distributlons afterParticipanPs- D(strlbuNons to Survtving Spouse Are RequUed fo.Begin..
Death. If the.Parlicipani dies before Ihe dale disiribulfons begin, Ihe
- � PaNcipant's surviving spause is the Participant's sole
{7) Death On o[=After DlsVibutlons Begin, designaled Benefciary, and the suniiviny spouse dias befare
distributions are required to begin lo ihe surviving spouse
(a) Participant Survived by Designated under Section 4.03{B)(2)(a), this SecGorc4.03(D)(2) will apply
BeneRcfary. If the,Participant dles on or aRer the date � as if lhe surviving spouse were.the Participanl.
distribulions begin and'there is a'designated Beneficiary, Ihe
minimum amaunt thacwill be dislributed for each disUibution (d) 5-year or Life Expectancy rule; possible
calendar year after the year of lhe ParticipanYs death is the electlon. The EmployerinJts Adoption Agreement will elect
quo6ent obtained by dividing lhe PaAlcipant's account whether dislributfon of the PaAicipanl's Account will be made
balance by the longerof lhe remaining life e�cpectancy of lhe in accordanee with the;life expectancy rule under Secdon
Farticipanl or lhe remaining life expectancy of the 4.03(0)(2)(a) or the 5-year rule under Section 4.03(DJ(2)(b).
ParticipanCs designated Beneficiary, determined as tollows: The Employer's eleclion may pertnit a'Designated Beneficiary
, to elecl which o( these rules will apply or may specify which
(I) Participanl's Life Expectancy. The rule applies. However, the life expectancy rule (whether
Parlicipanl's remaining life expectancy is calculated using the subjecl to eleclion or not) applies anly in the case of a
apained age o( the PaAicipanl as of lhe ParticipanCs birthday Designated Beneficiary. The 5-year rule applies as to any
in lhe caleodar year of death, reduced 6y one for each Beneficiary who is nat a Designated Beneficiary. A permitted
subsequent calendar year. electlun under this Section must be made'no laler than Ihe
� eaAler of September 30 of Ihe calendar year in which
(fi) Spouse's Life Ezpectancy. If the distributidn wouldbe required to begin under SecGan
ParticipanCs surviving spouse is the ParticipaaPs sole 4.03(D)(2)(a), ar by September 30 ot ihe calendar year which
designaled Beneficiary, the remaining life expectancy.of Iha contains the Of1h anniversary of the Participant's (or, i(
surviving spouse is calculated far each dlsUibution calendar appticable, surviving spouse's) death.
OO 20'I6 13
Eligible 457 Plan
payments lo a Participant or to a Beneficiary. The Plan
(E) Definitions: Administralor will establish a policy fbY determining whether
an untoreseea6le emeigency exists. An unioreseeabte
(1) Designated Beneflciary. The individual who is emergency is a severe financial hardship of a Participant or
deslgnated as lhe Beneficiary uhder Ihe Plan and is lhe . Beneficiary resulting from: (1) illness or accident of the
designated beneficiary under Code §401(aj(9) and Treas. Parlicipant, lhe Benefciary, or the ParlicipanPs or
Reg. §1.401(a)(9)-1, p8A-4, Beneficiary's spouse ordependent (as defined in Code
§152(a));. (2) loss of the ParticipanPS or Beneficiary's propeity
(2) UisVibutlon calendar year. A calendar year for due to casualty; (3) lhe need lo pay farthe funeral expenses '
which a minimum distribution is required. For dislributions o( the Particfpant's ar Beneficiary's spouse ar dePendent (as
beginning hefare.lhe Pa'ftcipanCs dealh, lhe firsl dislribution defined in Code §152(a));.ar (4) other simflar eztraardinary
calendar year is ihe calendar year immediately preceding Ihe and unforeseeable circumslances arising from events beyond
calendar year which contaiqs the Participant's required the Participant's or 8eneficiary's control, or which appiicabte
6eginning date. For distributions beginning afler lhe law may define as an unforeseeable emergency. The Plan
Participant's death, lhe frst distribution calendar year is the AdminisValor will not pay the PaAicipant or the Beneficiary
calendar year in which the dislribuUons are required lo begin more lhan Ihe amount reasonably necessary to salisfy lhe
under Section 4.03(B)(2)� TFie required minimum dislrihution emergency need; which may include emounls necessary lo
far lhe ParticipanCs first dislribulion calendar year will be pay laxes or penaltles on lhe dfslributfon. The Plan
made on or before the ParticipanPs required beginning dote. Adminislrator will�not make payment la the extent the
The required minimum distribution for other distributfon Partfcipant or Beneficiary may relieve the financiai hardship �
calendar year's, inctuding lhe required ininimum distributlon by cessatian of deferrdls under tfie Plan; ihrough insurance or
for the distnbution calendaryear in which lhe ParticipanCs othei reimbursemen[, or by Iiquidallan ot the individual's
required beginning dale occurs, will he made on or hefare assets lo lha extent such iiquidation would noEpuse severe
December 31 of lhat distribuGon calendar year. financial hardship. �' �
, (3) Lffe expectancy. Life expectancy as computed by The Parlicipanl's.Beneficiary is a person who a Participanl
use of the Single Life Table In Treas. Reg. §1.401(a)(9)-9. designates and who is or may become entilled to a
ParticipanCs Plan Accounl upan the Participanl's death.
(4) Participenfs account 6alance. The acoounl
balance as of the last Valualion dale'in lhe calendar year (B) De minimis distributba. In accordance with the
immediately preceding lhe distrihution calendar year Employer's Adoption Agreement eleclions, lhe Plan
(valuAtian calendar yeaP) increased by lhe amounl of any ' Administrator may allow a Participant to elect to receive a,
cantribulions made and allocafed or faAeilures allocated lo distribution or lhe PIan.Administra�or will distrihute {without a
the account balance as o1 dalesin.the valuation calendar year Parlicipant elecUOn) any amount of lhe Partiapant's Account
aHer the valualion date and decreased by.distributions made ' where: (1) the ParticipanPs Accaunl (disregarding Rollover
iq Ihe valuaGori calendar year after the valuation date. The Contributians) does noC exceed 55,000 (or such other amount
account 6alance for Ifie_valuation caiendar year fncludes any . as does nol exceed the Cade §411(a)(71 j(A) dollar amount); '
Rollover Contributions or Transfers to the Plan eilher In Ihe (2).the Participanl has noC made or recei4ed an auocalion of
valuatian calendar year or in Ihe dislribution calendar year if . any DelerrahConlributions under the Plan during:lhe twa•year
distributed or transferred in lhe valuation calendar year, periad ending on.the date of distdhulfon; and (3) lhe
' PaAicipanl has not received a prior distribuGan under this
(5) Required beginning date. A ParlicipanPs required Sectfan 4.05(B).
beginn[ng date is'the Apol 1 of lhe calenda[ year following lhe
later oE (1).lhe calendar year in which the Participant aftains (C) Distrlbutfon of Rollover ConVibutlons. The Employer
age 70 1/2, "or(2) Ihe calendai year in which Ihe Palloipant in the Adoplion Agreement may elect to pertnit a PaNdpant to
reUres oc sucli olher.dale under Code §401(a)(9) 6y which tequest and to receive'disVibUlion o( lhe ParticipanPS Account_ ' '
required minimum disMbulions mus[ commence. atVibutable lo Rallover Contribulions (but not to Transfers)
before the Participant has a dislribulable event under Section
4.04 DEATH BENEFITS. Upon the dealh of Uie 4.01.
Parlicipant, the PlamAdministrator musl pay or direcl lhe
Trustee to the RarticipanPs Aecountin accardance wflh 4.06 DISTRI8U710NS UNDER OUALIFIED �OMESTIC
Sectfon 4.03. Sub�ect to Section 4.03, a Beneficiary may elect RELATIONS OR�ERS fODROsI. Nolwilhstanding any other
lhe timfng and method of payment in the same manner as a provislon ol-lhis Plan, the Employer fn tha Adoptian
� PaAicipant may' elecl under�Section 4.02, if such etections Agreement may elect to apply lhe QDRO pravisions of this
8pply.. Seclion 4.06. If Section 4.06 applies, Ihe Plan Adminfstrator
(and any Trustee) mUSt comply Wilh the ferms oF a QDRO, as
' It a Participanl dies wBile periorming qualified mifilary service defined in Cotle §414(p}, which is issued with respecl to 1he
', (as defined in C6de §414(u)), the survivors of the PaAicipant Plan.
are enGtled to any addilional benefits (other than benefit
accruals relating to the period of yualified military service) (A) Time and Method of Payment. This Plan specfBcally
provided under the Plan as if tha Participant had resumed and pertnils distribution to an allemate payee under a QDRO at
then terminated employment on account of dealh, any time, nolwfthstanding any contrary Plan provisibn and
IrrespecUve of whether: the Participanl ha`s allained his or her
4.05 DISTRIBUTIONS PRIOR TO SEVERANCE FROM eadiest retirement age{as deflned under Code §414(p))
EMPLOVMENT. The Employer must electln the AdapUon under the Plan. A distribulion lo an allernate payee priar to ��
pgreemen[ wheffier to pertnit in-service disVibutfons af a the ParticipanPs attiinment of earliesl relirement age is
Pa�icipanCs Vested Abbount under this Seciion 4.05, ayailable only if the oDRO specifies distribution at lhal time or
hotwithstanding lhe Seclian 4.01 disVibuGon restriclions. pertnils an agreement between the Plan and the altemate
payee to authorize an eadier dfstribution. Nothing in lhis
(A) Unioreseea6le Emergency. In Ihe event oF a Section 4.06 gives a Participant a right to receive dislribution
ParticipanCs unfareseeable emergency, the Plan at a time the Plan otherv✓ise does not petmit nor autborizes
Administralor may make o distribution to a Particfpanl who iho allernate payee to receive a lorm ot payment the Plan
has not incuned a Severance from Employment (or who has does nol permil.
incurred a Severance but wil(not begin to receive payments
unUl some fulure datej. In lhe event oF an unforeseeable (8) QDRO Procedures. The Plan Adminislraror musl
emergency, the PlamAdministretor also may accelerate establish reasonable procedures lo determine the qualified
62016 14
� Eligihle 457 Plan
status of a domesGc relations order. Upan receiving a Account, Ihe Plan Adminislrator or Ihe Trustee, at the Plan
domestic relations order, the Plan Administrator promplly will ' AdminfsVator's direction, may distribute to the Participant or
nolify the Participant and any allemate payee named in the mey directly roll over the Participant's Account in accordance
o�der, in wnting, of the receipt of lhe order and the.Plan's with the Plan's rolloJer nolice.
procedures for determining Ihe qualified status af lhe order.
Within a reasanable period of fime afler receiving the (D) Mandatary default rollover. If (1) the Plan Is a
domeslic relations order, lhe Plan Administrator must Govemmental Eligible 457 Plan, (2) the Plan makes a
delertnine the qualifiedstatus of lhe arder and must notify the, mandalory distribution after the Code §401(a)(31)(B) EHective
Participanl and each altemate payee, i� writing, of lhe Plan Dale, greater lhan 51,000, and (3) lhe Padicipant daes not
Adminislrator's determination. The Plan Adminis(raior musl elec! to have such disUibulian paid directly to an eligible
provide notice under tfiis paragraph by nmailing to lhe retirement plan specified by lhe ParGcipant in a direct rollover
individual's address specified in the domestic relations ordec or to receive the dislribulion directly, then the Pian
Adminisirator will pay the dlstributfon.in a direct roltover ta an
(C) Accounting. If any portion of lhe ParticipanPs Accounl . individual retirement plan deslgnaled by lhe Plan
Balance (s payable'under lhe domestic relatlans arder during Adminfslrator.
lhe period lhe Plan Administrato� is making its determina6an
of Ihe quaNfied status of lhe domestic relations arder, lhe Plan (E) Non-spouse beneficiary rollover right. A non-spouse
Adrrminislre[or must maintain a separate accaunting bf fhe fieneficiary who is a"designated heneficia'ry" under Section
amounts payahle. If lhe Plan Adminislrator determines fhe 4.03(E)(1), by a tlirect Wstee-lo-trustee Uanster ("direct
order is a ODRO wilhin.l8 months oblhe'dale amounls firsl roliover), may roll averall or any portion ofhis or her
are payable following receipt of Ihe domestic [elaGons order, dislribulion to an individual retlrement account the beneficiary
Ihe Plan AdminisVatar will distribule or will direct the Trustee eslablishes (or'purposes of receiving the distribulion. In order
to be able to roll over fhe dislrihution, lhe dislribulion
lo distribule lhe payable amounls In accordance with Ihe otherwisa must satisfy the deflniUon af an eligible rollaver
QDRO. It the Plan AdminisVator does nat make ils distributian.
tletermination of tfie qualified status ot the order wilhin the
1&manth determination period, the Plan AdminisVator will (1) Certain requirements not applieable. Although a
distribute or wiil direcc the Trustee to, distribute the payable nomspouse beneficiary may roll over directly a distributian as
amounts (n lhe manner tfia' Plan would distritiute if !he order provided In SecGon 4:07(E), the distribuGon Is not subjectla
did not exist and will appiy the order prospectiyely ff the Plan the direct rollover requiremenls of Code §401(a)(31)
Adrilini5tralar Iate� detemlines lhe order is a QDRO. (including lhe automaUc rollover provisions of Code
§4p1(a)(31)(B)), the nolice requirements of Coda §402(n oc
To lhe extent it is not inconsistent wilh the provisions of �e mandatory withholding requirements of Code §3405(c). If
the oDRO, lhe Plan Administrator may segregate ar may a non-spouse beneficiary receives a disVibuGon from lhe
direct lhe Trustee to segregala the oDRO' amount (n a P�an, the dislribution is not eligi6le for a"60-day' rallover.
' segregated investment accaunl. The Plan Adminisfretar or (2) Trust heneficiary. If lhe Participanl's named
Trustee will make anypaymentspr. dislribu6ons reguired '' beneficiary is a Wst, lhe Plan may make a direct rollaver to
under lhis Section 4.06 by separale benefit checks or olhe� an, individual retiremenl account on behalf of the trusl,
separale illstributian ro the allemate payee(s). provided Ihe trust satisfies the requirements to be a
designated beneficiary within the meaning of Code
(D) Permissible �DROs. A domestic relations order lhat §401(a)(9)(E).
otherwise satlsfies the'requirements for a qualified'domestic
relations order ("oDRO"j will not fail to be a QDRO: (i) solely (3j Required miniinum distribut(ons not eligible for
because Ihe order is issued after, or revises, another rollover. A, non-spouse beneflciary may nol roll over an .
tlomeslic relatioris order ar �DRO; or (ii) solely because of amount which is a required minimum disUibu6on, as
thedime at wh(ch the order is issued; lncluding issuance after determined under appl(cable Treasury regulations and olhea
the annuiry slaAing date or after the Pa�icipanPs death. Revenue Service guidance, If the Participant dies be(are his
or he( required beginNng dale and the non-spouse
4.07 DIRECT'ROLLOVER OF ELIGIBLE ROLLOVER beneticiery rolls over to an IRq lhe maximum amount eliglble
DISTRIBUTIONS — GOVERNMENTAL PLAN: far rollover, the tieneficiary may elect lo use eilher the 5-year
rule or lhe life expectancy rule,,pursuant to Treas. Reg.
tA) Participant ElecOon. A Participant (includfng for fhis . §1•401(a)(9)-3, A-4(c); In delermining lhe requlred miNmum
purpose, a former Employee) in a Govemmental Eligible 457 . disUibutians from Ihe IRA that receives tlie nan-spouse
Flan may elect, al the time and fn lhe manner the Flan beneficiarys di9[ritiution.
Admfn(slratar prescrities, to tiave any portion of his or her
etigible rollover distribution from the Plan paid direclly to an (F) Deflnitions. The fol�owing definilions apply to lhis
eligible retiramen( plan specified by lhe Participant in a dfrect Sectioni '
rollover elect(on. For purposes of this election, a"Participanl"
includes as lo lheir respective Inlerests, a ParticipanPs (1) Eligible rollover distrl6ut(on. An eligible rollover
surviving spouse and the ParticipanCs spouse or fortner distributton is any distribution of all ar any portion of a
spouse who is an allemate payee under a QDRO. PaAicipanPs Accounl, except an eligihle rollover dfslribution
does not include: (a) any distributian which is one of a series
(B) Rollover and Withholding Notiee. At least 30 days and of substantially equal periodic payments (not less frequenUy, ,
not mare than 180 days•prior to the Trustee's distribulion of lhan annually) made for the life (or life expectancy) of lhe
an eligible rollaver dislribution, the Plan Administrator musl Parlicipant or the joint lives (or joint tife expectencies) of the
provide a written notice (including a summary notice as PaAicipant and the ParlicipanPs designated Beneficiary, or for
pertnilled.under applicable Treasury regulaGOns).explaining lo a specified period o(ten years or more: (b) any Code
the distribulee lhe rallover oplion, the epPlfcabilily of §401(a)(9) required minimum distribution; (c) any
mandatory 20% federal withholding to any amount no! directly unforeseeable emergency distribution; and (d) any distribution
rolled over, and the recipienPs righl lo roll over within 60 days which othenvise would be an eligihla mllover distributfan, but
after the dale ot receipt of the distribulian ('rollover noUce"). where the totafdistribulions lo the Participane during lhal
calendar year are reasonably expected to be tess lhan 5200.
(C) Default dislribution or rollover. Except as piuvided in
Paragreph (D), In the case of a Participant who does'not elect (Z) Eligitile retirement plan. An eligible reUrement plan
timely to roll over or lo receive dislribuUon of his or her is an individual retirement accounl described In Cade §408(a);
OO 2016 15
Eligible 457 Plan
an individual reUremenl annuily descri6ed in Code §408(b), olherv+ise v+ould recei've and include in income. The Plan will
an annuity plan described in Cade §d03�aJ, a qualified plan pay such deducted amounls directly to pay qualified health
described in Code §401(a), an annuity contract (or custodial insurance premiums.
agreement) descdbed in Code §403(b), or an eligible deferred '
compensation plan described in Code §457(b) and (A) Dfrect paymant. The Plan will pay directly to the
maintained, by an Emplayer described in Code §457(e)(1)(A), provider af the accident or heallh insurance plan or qualified
which accepts the Participant's, lhe ParticipanPs spouse or long-term care'insurence contract the amounts the Eligible
altemate payee's eligihle rollover distribulion. Relired Public Safely Officer has elected to have deducted
, fram lhe distribution. Such amounts may naf exceed the
A, Participant ar beneficiary may elecl to roll over direcpy an lesser of 53,000 or the amount the Participant paid tor such
eligible rollover dislnbution.to a Roth IRA described in Code • taxa6le year fa� qualified heallh insurance premiums, and.
§408A(b). For this.purpose, the term "eligible rallover which otherwise complies with Code §402(I).
distribution" includes a rollover distribu[ion described in ihis
SecUon. - (B) Definitions.
(3) Direct rollover. A ditect rollaver is a pay�nent by the (1) Elfgible retired public safety officer. An'Eligible
Plan lo the eligible relirement plan specified by the dfsiribulee. Relired Public Safely Officer' is an lndividual who, by reason
- of disabilily or altainmenl of Nortnal Retirement Age, is
(4) Mandetory disUibutfon. A mandatary distribution is seperdted from servfce as a Pubiic Satety Officer with the
an eligible rollo'ver:distributlon wilhoulihe FarticipanPs Employer.
donsent belare the'Paiticipantattains the later of age 62 or
Normal Retirement Age (see paragreph 3.05 (B)). A (Z) Public safety officer. A"Puhlic Safety ORcer" has
dislribuGan to a 6eneficiary is not a mandatdry disUibution. � the same meaning'as in Section 1204(9)(A) of the Omnibus
Crime Cantrol and Safe Streets Act af 1968 (42 U.S.C.
(5) 401(a)(31)(B) Effective Date. The 401(a)(31)(B) 3796b(9)(A)). .
EHective Date is the date of the close of the first regular
legislafive session af the legislative body with the aulhodty to (3) Quali(led health insurance promiums, The term
amend the Plan lhat begins on or aRer January 1, 2006. "qualified heallh insurance premiums" means premiums for
� coverage'far ihe Eligihle Retired Public'Sefety O�cer, his or
4.08 ELECTION TO DEDUCT FROM DISTRIBUTION, her Spouse, and dependents, by an accident or health
An Eligible Relired Public Safety Officer may elect annually �nsurance plamor qualified lang-tertn "care insurance, contract
foc that taxable year tofiave the Plan deduct an amouni from (as deGned in Code.§7702B(b)).
a distribution which the Eligible Retired Public Safety Officer '
tr� 2016 � 6
Eligibla 457 Plan
ARTICLE V
PLAN ADMINISTRATOR-- DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
5.01 TERMNACANCY. The Plan Admi�istrator will serve Administrator makes under lhe Plan is final and binding upon
until his or her successor is appoinled. In case of a vacancy in any affected person.
lhe position of the Plan Administrator, lha Employer will
exercise any and all of the powers, authority, duties and (A) Loan Policy. In a Governmental Eligible 457 Plan, the
discreUon conferred upon the Plan Administratar pending the Plan Administrator, Tn its sole discretion, may estahlish,
filling of lhe vacancy, amend or ferminate from lime to Gme, a nondiscriminatory
policy which lhe Trustee must observe in making Plan ioans,
5.02 POWERS AND DUTIES. The Plan Adminislralor will if any, to Particlpanls and lo Beneficiaries. If the Plan
have lhe following powers and dulies: AdminisUalor adopts a loan policy, the loan policy must be a
written document and must inciude: (1) the identity of the
(a) To selecl a commiltee to assisl the Plan person or posilions authorized ta administer Ihe participant
Administralor; loan program; (2) lhe procedure for applying for a loan; (3) lhe
criteria foP approving ar denying a loan; (4) Ihe limital(ons, if
(b) To select a secretary for the commftlee, who need any, on the types and amounls of loans available; (5) the
not be a member of the commiltee; procedure for determining a reasanable rate of interest; (6)
lhe types of wllaleral which may secure ihe loan; and (7) the
(c) To delermine the rights oF eligibility of an Employee evenls consGtuling default and lhe steps ihe Plan will take lo
lo participate in the Plan and the value of a Participant's preserve Plan assets in the event of default. A loan policy the
Account; plan Administralor adopls under this Section 5.02(A) is part of
Ihe Plan, except lhal the Plan Administrator may amend or
(d} To adopt rules and procedures and lo create Ierminate the policy without regard to Section 9.01.
adminfsVative /orms necessary for the ptoper and eKcient
adminislration of the Plan provided the rules, procedures and (B) QDRO Policy. If Ihe ODRO provisions of Section 4.06
(orms are not inconsistent wilh lhe terms of the Plan; apply, the Plan Adminislrator wfll establlsh QDRO procedures.
(e) To construe and enforce the terms of the Plan and 5.03 COMPENSATION. The Plan AdminisVator and the
the rules and regulations the Plan AdminisVator adopts, members of Ihe Committee will serve wltfiout compensaliori
including interyrelation ot the Plan documents and documents (or services, bul lhe Employer will pay ail expenses of the
relaled to the Pian's operation; Plan Adminisfrator and Committee.
(� To direcl lhe distributlon of a Participanl's Account; 5.04 AUTHORIZEO REPRESENTATIVE The Plan
� Administralor may authorize any ane af the members of the
(g) To review and render decisions respectlng a claim Cammiltee, if any, or the Committee's Seuelary, to sign on
(or (or denial of a claim for) a benefit under lhe Plart; the Plan Administrarors behalf any Plan noiices direclions,
h To fumish lhe Em lo er with infortnation which the applicalions, certificales, consenls, approvals, waivers, letters
� � P Y or olher dacumenls.
Employer may require for taz or other purposes:
5.�51NDIVIDUAL ACCOUNTS/RECORDS. The Plan
(i) To eslablish a.policy in making distribulions for AdminisVator will rtiainlain a separate Accounl in lhe name of
un(o�eseeable emergencies; each Participanl to re(lect Ihe value of the Participant's
Deferred Compensation underlhe Plan. The Plan
Q) To eslahlish under a Governmenlal Eligible 457 Administratar will mainlain records of ils acNvilies.
Plan, palicies regarding the receipl of Rollover Contributions
and default rollover distribuiions; 5.06 VALUE OF PARTICIPANT.S ACCOUNT. The value
ol each Parlicipant's Account consists of his or her
(k) Ta establish a policy regarding the making and Ihe eccumulaled Deferred Compensalion, as of lhe most recent
receipl of Transfers; _ AccounGng Date_or any laler dale as Ihe Plan Administrator
may determine.
(I) To estahlish a policy regarding ParUCipanf ar
Beneficiary direction ot irneslmenl; 5.07ACCOUNT ADMINISTRATION. VALUATION AND
EXPENSES.
(m) To engage Ihe servicas of any person to invest any
Account under Ihis Plan and to direct such person to make (A) Individual Accaunts. The Plan Administrator, as
paymenl to a Participant oYhis or her Vested Account; necessary for [he prape� adm(nlslration of the Pian, will
(n) Fo establish under a Governmental Eligible 457 maintain, ar direct the Trustee lo maintain, a separate
Plan, a policy (see Seclfon 5.02(A)) which tfie Truslee musl Account, or mulliple Accounts, fn the name of each Panicipant
observe in making loans, if any, lo PaAicipants and �o reflect Ihe ParlicipanPs Accounl Balance under the Plan.
Beneficiaries; The Plan Administrator will make,its altocalions of Emptoyer
� Contributions and of Eamings, or will request the Truslee to
(o) To undetlake correction of any Plan failures as make such allocalions, to Ihe Accounts of the Particlpants as
necessary lo presorve eligihle Plan sta[us; and necessary to mainlain proper Plan records and in accordance
with lhe applicable: (i) Conlribulion Types; (ii) allocation
(p) Ta underlake any othar acGon lhe Plan condilians; Qiq investment account types; and (iv) Eamings
Adm(nistralor deems reasana6le or necessary to admfnlster allocation methods. The Plan Adminislrator may also
lhe Plan. maintain, or direcl lhe Trustee lo mainlain, a separale
temporary Account for Participant forfeitures which occur
The Plan Administretor shall have total and complete during a Plan Year, pending their accrual and allocalion in
discretlon to interprat and conslrue the Plan and to determfne accordance with the Plan terms, or tor other special items as
all questions arising in lhe administration, interpretation and the Plan Adminislrator determines is necessary and
applicalion of lhe Plan. My determination lhe Plan appropriate lor proper plan adminisiratian.
O 2016 17
Elfgible 457 Plan
Adminislrator, is equal4o thesum of all contributions, Earnings
(1) By Contributlon Type. The PlanAdminisVator, will and other addilions crediled lo Ihe Account,-less all
establish Plan Accounls for each Partiapant as necessary lo distributions (includfng disVibutions lo Beneficiaries and to
reflect his o� her Accounts attrihutable to lhe lollowing aftemate payees and also including disbursement of Plan loan
Contribulian Types and the Eamings attribulable lhereta: Pre- proceeds), expenses and other charges against the Account
Tax Deferrals, Roth Deferrals, Malching ConUibutions, as of a Valuation Date ar olher relevant date. Far purposes of
Nonelective Conlributions, Rollover ConVibulions (including a distribution under the Plan, the amount of a Participant's
Roth versus pre-tax ambunts), and Transfers. Accouni Balance is determined based upodits value on the
Valuation Date immediatety preceding ar coinciding with the
(2) By inVestmenl.account type: The Plan � date of the'distribution. If any or all Plan inveslmenl Accounls
AdminisVator will establish separale Accounts lor each are Particfpant-Directed Accounls, the directing ParticipanCs
Partidpant as necessary to reflect his or her invesVnent Account Balance consists of ihe assets held within lhe
account types as described beiow: Participant-Directed Account and Ihe, value of Ihe Accrount is,
delertnined hased upon lhe fair markel value of such assets.
(a) Pooled Accounts. A Pooled Accounl is an .
Acwunt which for invesUnent purposes is not a Segregaled (4) Account statements. As soon as ptaclicable after
Accaunt ar a Parlioipanl-Directed Account. If any or alf Plan the Accoun[ing Date of each Plan Year, the Plan Administrator
• inveslment Accounts are Pdoled Accounts, each ParticipanPs will deliver to each PaRicipant (and lo each Beneficiary) a
Accounl has an undiv(ded inlerast in lhe assels comprising stalement reflecling the amount of his or Her Account Balance
the Paoled Account. In a Paoled Account,�the value of each in Ihe Trust as of the slatement date or mast recen[ ValuaUon
PartiapanCs Account Balance consists of that propoAion of bate. No Participant, except the Plan AdministratorlParlictpant
Ihe net worth (at fair maricet value) of lhe Trust Fund which ar TrusteelParticipant, has lhe right lo inspect Ihe records
lhe net credfl balance in his or her Accounl (exclusive.of the reflecting the Account of any other Participant:
cash.value oF incidenlal benefit insurance canlrecls) bears to
Ihe total net_credit balance in the Accounts of aIl,Participanls (B) Aliocatlon of Earnings. This Section 5.07(8) applies,
pius the cash surrender value of any. insurance coniracts heid solely to l8e allocation of Eamings o( the Trus[ Fund. The
by the Trustee on the Participant's lile. As,of each Valuation Plan Administrator will allacate Employer Contributions and
Date, lhe Plan Administralor must reduce a PaAicipant- Participanl forfeitures, if any, in accordance wilh Artide III.
Directed Account for any forfeiture arisin9 fr.om Section 5.07 Eamings means the net income, gain.or foss eamed by a
after tFie Plan AdrriinisGator has made all olher allocaGons, parUcular Account, hy ttie Trust, or with respecl to a
changes or adjustmenls to the Account (excluding Eamings) contribution or to a distribuGon; as the contexl requires. -
for the valuation period.
(1) Allocate as of Valuation Date. As of each
(b) Partielpant-Directed Accounts. A Participant- Valuation Date, Ehe Plan Administrator must adJusl Accounls
Directed'Account is aq Account thal lhe Plan'AdminisVator to re0ect Eamings fpr Ihe Valuation Period since lhe last
establishes and mainlains or Airects Itie Trustee:lo estatilish Valuation Date.
and maintain for a.Participant to invest in one or more assels �
lliel are nat paoled assets held by Ihe Trust, such as asselS in . (2) DoftNtion oi Vatuatlon Date. A, Valuatlon Date
a brokerage account or olher property in which other under this,Plan is each: (a) AccounUng Oate; (b) Valuation
Partidpanfs do not have any interest. As the Plan Date the Employe� eiects in the AdaplionAgreemenl; or (cj
' Administrator detertnines, a Parlicipant-Directed Account may Valuation Date the Plan Administralar establishes. The
provide for, a'limited numbec and'type of jnvesiment aptlons or Employer in the Adoppon Agreement or the Plan
funds, or may be dpen-ended and subject only to any Administretor may elect alternatfve Valuatlan Dates for the
IimitaUons imposed by applip6le law. A PaAicipant may have d'iHerent Conlribution Types which the Plan Administralor
one or more Participant-Directed Accaunts in addition to maintains under ihe Plan.
Paaletl o� Segregated:Accounts. A ParQciparit-D(rected
Account is credited and charged w(th Ihe Eamings, As of each (3) Deflnition of.Valuation Period. The Valuation
Valuation Dale,�lha Plan Administralar must reduce a Period is the period beginning an the day after the last
Partiapant,0irecled Account for any farieiture arising from Valuation Date and ending on the.curtent Valuation Date. .
Section 5.0T after lhe Plan Administrator has made all olhar
allocatians, changes or adjustments lo the Account (excludfng (4) Allocation methods. The PIan.Administretor will �
Earriings) for Ihe valuatlon period. aflocate Eamfngs to lhe Panicipant Accaunts in accordance
� � with the dally'valuatian methnd, balance farward method;
(c) Segrega;ed Accounts. A Segregated Accoun� balance fonvard wilh adjuslment method, weighled averege
is an Account lfie Plan AdminisVator establishes and melhod, Parlicipant-Dicecled Accounl method, ar olher
. maintains or directs the Trustee la establish and maintain for method the Employer elects under lhe Adoption Agreement.
a ParticipanL• (i) to facilltate installment payments; (il) to hold a The Employer in ihe Adoplion Agreement may elect
�DRO amounl: (iii) to prevent a distortion of Plan Eamings altemative methods under which Ihe Plan Administrator will
allocaGons; or (iv) for such otiher purposes as Ihe Plan allocate the Eamings.to the Acwunts refiecting difterent
AdminisVator may direcl. A Segregated Account receives all Contribution Types or investment Account types which the
Income il eams and bears all expense or loss it incurs. The plan Adminislrator maintafns under the Plan. The Plan
Trustee will fnvest the assets of a Segregated Account Adminfstrator fir'st will adjust the Participant Accounts, as
consistent with the purpose for which Ihe Plan Administrator those Accounls staad at Ihe beginning of the current
ar Trustee flstablished.lhe Account, As of each Valuation Valuation Period, by'reducing the Accounts For any forfeitures,
Date,.the Plan Administralor must reduce a Segregaled distributions, and loan disbursemenCpayments arising under
Account for any foKeiture arising afler the Plan Admfnistrator the Plan, for expenses charged dudng lhe Valuation Period lo
has made all other allocaqons, changes or adjustments lo lhe the Accounls (expenses directly related ta a ParticipanCs .
Account (excluding Eamings) for ihe Valuatian Period. Account). The Plan Adminislrator lhen, subject to the
resroretion allocation requirements of the Plan, will allocale
(3) Amount'ot Aeeounf/distribullons. Tha amount of a Earnings under the applicable valuallon melhod.
ParUcipanPs Account, asdetermined by the Pian
0 2016 1 B
Eltgible 457 Pian
(a) Daily valuation method. lf the Employer in Ihe 5.08 ACCOUNTDHARGED. The Plan Adminislrator wlll
Adoption Agreemenl elects to apply the daily valuadon charge all distribudons made to a Participant or lo his oi her
method, Ihe Plan Administrator will allocate Eamings on each Beneficiary,'or transfened under Section.9.03 from his or her
day of the Plan Year for which Plan assets are valued on an Accounl, against ihe Account of the Participant when made.
establisheiJ market anil the Trustee is conducting business. 5.09 0WNERSHIP OF FUND/TAX-EXEMPT
Under lhe daily valuation method, all assets subject to such ORGANIZATION. If the Employer is a Tax-Exempt
melhod are subject to daily valualion. The assels may be held prganizatfon, lhe Plan is an untunded plan and'all Deferred
in Participant-Directed Accounts or iit AccouNS which are Campensalion, property and rights to property purchased by
subjeot to Trustee'or other fiduciary investment direction. Defened Compensation and all income attributatile thereto
' remain, unlil paid or made available under the Plan, the sole
(b) Balance_forward method. If tha Employer in property and rights.of the Employer, subject only ro the.clalms
lhe Adoption Agreemenl elects to apply Ihe balance fonvard of lhe Employer's general creditors. No Parlicipant or
melhod, the Plan Administratar wili allocate Eainings pro rata Beneficiary will have any vested inleresl or sewred ar
to the adJusled Participant Accaunts, since the last Valuation preferted pasition wilh respect to an Accounl or have any
Date. clafm againsl the Employer except as a general crediror. No
� Participanl or Beneficiary shall have any right to sell, assign,
(e) Balance farvvard wflh adjustment method. If Uanster or othenvise convey his or her Account ar any inleresl
the Employer in the Adoption Agreement elects to apply Ihe fn his or her Deferted Compensalion: The Employer or [he
balance forward with.adjustment.melhod, the'Pian Plan Adminislrator, acting as the Employeds agent, may enler
Administralar will allacate pursuant to the balance fanvarcJ into a lrusl agreement solely for Ihe purpose oI investing all or
melhod, except it will treat as paA of the relevant Accounl al part of the Accounts; whfch will 6e subject to the claims of lhe
lhe beginning oF the Valualion Period lhe percenlage of the � Employers general credilors, and iri which the PaAicipanls or
Benefiaaries will not have a vesled interest nor a secured or
contri6ulions made aslhe Employer elects in ihe Adoption preferted posilion or have any claim except as Ihe Employer's
Agreement, during Ihe Valuation Periud the Employer elects general creditac The Employer may not purchase life
im the Adoplion Agreemant. insurance coM�aclsbnder this Pian unless the Employer
retains all indidents of ownership In such contracls, Ihe
(d) Weighted averege method. If (he Employer in Employer fs lhe sole beneficiary ot such contracts and the
the Adaption Agreement elecls to apply a weighled'average Emptoyer is nol underany obtigation to transfer the conuaols
� allocatlon melhod,.lhe Plan Adminislialar will allocate ar pass lhrough,(fie proceeds to any PaAicipant ar lo his or
pursuant lo the balance forward.method, except it will treat a . her Beneliciary. Ttie Employer may adopt and attach to the
weighted portion of Ihe applicable cantributions as if inGudible Plan as ° Appendix A',° lhe Inlemal Revenue Service Modet
in the PaAicipanPs Accounl as of the beginning of the Rab6i Trust under Rev. Proc: 92-64 (as amended) to hold lhe
Valuation Periad. Tha weighted portion is. a Gactton, Ihe assets of a Tax-Exempt Organization Eligi6le 457 Plan. If the
numerator of which is lhe num6er of months in lhe Valuatlqn Employeradopts lhe Model Rabbi Trust, the Plan
Period, excluding each monlh in the Valuation Period which fncorparates by reference the provisions of the Model Rabbi
begins prior.to'the cdntrituGon dale af fhe applicable ' Tmst as it fully set fo[Iti herein.
contribulions, and the denominator of which is the number af 5.10 PARSIC�PANT DIRECTION OF INVESTMENT.
months in lhe Valualion Period. The Emptoyer in the Adoppon Sutiject to the terms o1 the Plan Adminislrator's adopted
Agreemenl may elecClo subs6tute a weighling peridd other policy, if any, and also lo wriqen cbnsenf of the Trostee, if ifie'
than months for purpoges_ of this weighted average allocation. Rlan has a Trust, a Participant will have the right to direct the
invesVnent or re-investinenE of the assets comprising the
(e) Participant-Directed Account method. The PaNcipanl's'AccounL The Plan Administrator wiil accounl
Employer in ttie Adopqon•Ag�eement must eleot ro apply Ihe separately for the Participanl-Direcled Accounfs. The
` Partieipant-Dlrected Account method to any Part(cipant- , ParticipanCs `right to direct investment does not give tfie
Directed Account under the Plan. Under lhe Participant- , , Parlicipanl any vested inleresl ar secured or preferted
Directed Account ritethod: (i) each Participant-Dfrecled posi4on with respect to assets over which he/she has
Account is crediled and charged with lhe Eamings such inveslment responsibilily.
Account generates; (ii) the Employers etecGon, if any, in the 5.11 1/ESTING/SUBSTANTIAL RISK OF FORFEITURE
Adoptian AgreemenCo( another methad for ffie allocation of The Employer in the Adaption Agreement may elect to apply a
Eamings will �ot apply la any PaAicipant-Directed Account; vesGng schedule or to specify any other Substantfal Risk of
and (iii) lhe Participant•Dlrected Account may. 6e valued as Forfeiture applicable to any or all Deferral CornrihuUons.
I often'as daily, but will.be valued at least annually, and all
assets in Ihe Account are nat necessadly valued on the same (A) Forfeituie Ailocatfon. The Employer in the Adoption
frequency. M Accounl which is subject to the Participant- Agreement must elect the method lhe Plan Adminisvator will
Direc[ed Aeeount method includes an individuaF hrokerage use to allocate any PaNcipant forfeiwres, inGuding those
accounl or similar account in liUe to lhe Trustee for the bene(it related to lost Participants under Section 5.14. The Plan
of lhe PaHitipanF. ' Administrator will allocale a forieiture in lhe Plan Year in
which the farfeiture occurs or in the next following Plan Year.
(C) Alloeatian of Net Income, Gain or Loss (No Trust). In
a Tax-Exempt Eligible 457 Plan Ihaf does noCmaintain a lrust 5.12 PRESERVATIONAF ELIGIBLEPLAN STATUS.
the Plan Administrator will altocate net inoome, gaidorloss iri The Plan Administratormay elect lo sever from lhis Plan and
acwrdance wilh this provision. As of each Accounting Date lo lreaLas e separate h57 plan, the Accounts ot any
(and each olher valuatiqn date determined under the Adoption participants who have Excess Deferrals,lhat the Plan
Ayreemenl), the Plan Administrator will adjust Accaunts to AdminisVator has not correcled in accordance with Section
refleet net income, gam or loss, if any, since the last 3.10 or in the case of any other Code §457(b) feilure lhal lhe
AccounGng,Dale or Account valuallon. The EmPloyer in the Employer may not oiherwise correcl, and which tailure would
Adaption Agreement will elect the methad for allocating nel result in the Plan ceasing ta be an Eligible 457 Plan. In such
income gain or loss. The Plan Administrator will continue to eveni, lhe Plan Adminislrator will take any necessary or
allocate net income, gain and loss to: a Partidpant's Accounl appr6priate aclion consistent with Ihe Empioyer's
subjecl to an installment dislritlulion, until the AccauN is fully mainlenance of separale 457 plans and with preservalion of
distributed: " Elfgibie 457 Plan s(atus of ihis Plan. '
� 2016 19
• Eliglble 457 Plan
5.13 LIMITED LIABILITY. The Employer will not be Ilable (C) Nonexclusivity and Uniformity. The provisians o( this
to pay plan benefi4s to a Parlicipant in excess of the value o( Section 5.14 are intended to provide pertnissible but not
l4e Participanfs Account as lhe Plan Administrator exclusive means far lhe Plan Administrator to administer Ihe
detertnines in accordance wilh Ihe Plan terms. Nei�her the Accounts of lost Participants. The Plan Administralor may
Employer nor the Plan Administrator will be liable for losses uGlize any other reasonable method to locate lost PaAicipants
arising from depreciation or shrinkage in the vaiue oF any and to adminisler Ihe Accounts oF lost Participants, iaciuding
investments acquired under this Plan. the defaull rollover under Section 4.07(C) and such olher
methods as the Revenue Service or the U.S. Department of
5:14 LOST PARTICIPANTS. If the Plan Administra[or is Labor ("�OL") may" in the future specify. The Plan
unabie to lacate any Participarit or Beneficiary whose Account Adminislrator will apply Seclion 5.14 in a reasonable manner,
becomes disUibula6le (a "losl Participant"), the Plan but may. in determining a specific course of action as to a
Adminislrator will apply the provisions of this Section 5.14. particular Accounl, reasonably take inlo account differing
clrcumslances such as the amount of a lost ParticipanCs
(A) Attempt to Locate. The Plan Administrator will attempt Accounl, �he expense in attempting to locate a lost
io locale a last Participent and may use one or more ot the Participant, the Pian Administratars ability to establish and
following methods: (t) provide a distribulion notice to the lo.st the expense of establishing a rallover IRA, and olher faclors.
Participanl at his or her last known address by certified or The Plan Adminislraror may charge to the Accounl of a iost
registered mail; (2) use a commercial localor service, tFie Participant the reasonable expenses incurced under this
intemel or other general search method; (3) use the Social SecUon 5.14 and which are associated w(lh the losl
Securily Administration or PBGC search program: or (4) use PaRicipanCs AccounL
such other methods as the Plan Administrator believes
prudenL 5.15 PLAN CORRECTION. The Plan Administrator, in
conjuncGon with lhe Employer and Tnislea as appropriate,
(B) Faiture to Locate. If a lost PaAicipantremains unlocated may undertake such correction of Plan errors as Ihe Plan
for 6 monlhs following the date the Flan Adminislrafar first _ AdminisUalor deems necessary, including bui nol limited to
attempts lo locate lhe losl Participant using one or more of the eonection to maintain lhe Plan's status as an Eligible 457
methods described in Section 5.14(A), Ihe Plan Administrator Plan. The Plan AdminisVator under this Section 5.15 also may
may-farfeit the lost ParticipanCs AccounL If Ihe Plan undertake Plan correction in accordance with any correction
Administratar foAeits the lost ParticipanPs Account, the program that the Internal Revenue Service makes applicabie
forfeiture occurs at lhe end of the above-described 6-manth to 457 plans.
period and the Plan Adminf5trator will allocata the farfeiture in
accdrdance with Section 5.11. The Plan Administratar under
this Sectlon 5.14(8)'will (aRei[ lhe entire Account of lhe losl
Participant, including Salary Reductian Conlritiufions.
_ If a lost Participant whose Account was forfeited lhereafter at
any time tiut befare Ihe Plan has been terminated makes a
claim far his or her faAeited Account, Ihe Plan Adminisvator
w'i�l reslore lhe forfeiled Accounl lo the same doilar amount as
the amounl fodeited,.unadjusted for ne{ income, gains or
losses occurring subsequent to Ihe forfeiture. The Plan
Adminislralor will make the restoration in lhe Plan Year in
whfch the lost Participant makes lhe claim, first from lhe
amount, if any, of Participanl (arfeitu[es the Plan Administralor
otherwise would allocate for. th'e Plan Year, ihen fram Ihe
amount, if any, of Trust net income or gain for the Plan Year
and last hom the amount or additional amount the Employer
contributes to lhe Plart for the Pian Year. The Plan
Administ2lor will distribute.ihe reslored Account to the lost
PaMicipanl nof laler lhan 60 days aHer lhe close of the Plan
Year in which the Plan Adminislralor restores the foAeited
Account.
� 2016 20
EIIgi61e 457 Plan
ARTICLE VI
PARTICIPANT ADMINISTRATIVE PROVISIONS
6.O1 BENEFICIARY DESIGNATION. A Participant from he/she becomes an Emptoyee, effective For the month in
time to time may designate, in wriGng, any persan(s) which he/she becomes an Emptoyee.
(including a Wst or other entity), contingently or successively,
lo whom.the Plan Administrator or Truslee will pay Ihe (C) Sick, Vacatfon and Back Pay. If the Employer in the
Participant's Account (including any life insurance proceeds Adoption Agreement permils Participa�ts to make Salary
payable to lhe PaRicipani's Account) in lhe evenf of death. A Reduction Contributions from accumulaled sick_ pay, Gom �
PaAicipant also may iiesignate Ihe melhod of payment of his accumulaled vacailon pay or from back pay a Participanb who
ar her Account. The Rlan Administrator wiil prescrihe lhe form will incur a Severance from Employment may execute a
for Ihe Participant's written designation of Beneficiary and, Salary Reducl(on Agreemenl 6efore such amounts are paid or
upaq the ParticipanPs filing-lhe fortn with Ihe Plan made avallable provided: (i) such amounts are paid or made
Administrator, lhe form revokes all designalions filed prior to aveilable before the Partfcipanl incurs the Severanco; and (ii)
that'dale by lhe same padicipant. A divarce decree, or a the Partictpant is an Employee in that monih.
tlecree of legal separation, revokes lhe PaAiclpanPs -
designation, if any, oF his or her spause as his or her (D) Modiflcation df Salary Reductian Agreement. A
Beneficiary under.lhe Plan uniess lhe decree or a oDRO Parlicipant's Salary Reductlon Agreement remains in eHecl
pravfdes otherwise. The foregoing ravocalion provision (if until a PaNcipant modifies it or ceases to be elfgibte Io
applicahle) applies onfy with respecl to a Partictpant whose participale in Ihe Plan. A Participant may modifyhis ar her
divorce ar legal separaGon becomes eftective on or following Salary Reduction Agreement by execuGng a new Salary
Ihe date the Employer executes the AdopGon Agreement, Reduction Agreemenl. My modifiption wi11 become eflective
uMess lhe Employer in the AdapUon Agreement specifies a' no earlier than the beginning o( the calendar month
different eHective dale. commencing afler the date lhe Participant execules the new
� Salary Reduction Agreement. Fling a new Salary ReducUon
6.D2 NO BENEFfCIARY DESIGNATION, If a. Patlicipanl Agreement will revoke all Salary Reduc6on Agreemenls filed
fails to name a Beneficiary in accordance with Section 6:01, prior to lhaLdale: The Employer orPlan Administralor may
orif lhe Beneficiary.,named"by a Parlicipant ptedeceases 1he restricl lhe ParlfcipanCs rigM lo modify his or her Salary '
Par�icipanl, then tFie Plan Administrator will pay the Redubtion Agreement in any Taxable Year.
ParticipanPS remaining Accaunt in accordance with Artfcle IV
in lhe following order of �priority, to: 6.04 PERSONAL DATA TO PLAN AOMINISTRATOR..
Each Participant and each Beneficiary ofa deceased
, '(a) The Participant's surviving spouse; or - PaAicfpant must (urnish to lhe Plan Administralor such
evide�ce, dala or informaUon as the Plan Adminislrator
(b) The ParticlpanYs children (including adopled cansiders necessary or desirable far the purpose of
children), in equal shares,by right of represenlatlon (one adminislering the Plan, The provisions of this Plan are
share for each suryiying child and ane share For each child effective for.tho benefit of each Participant upon the condition
who predeceases the Participant with living descendants); preceden! lhal each Participant will fumish promptty full, true
aad if none to and complete evidence, data and information when requested
by lhe Plan Administratar, provided ihe Plan Administralor
(c) The Participant's estate. advises each PaAicipant ol lhe eKect of his ar her failure to
comply wilh ils request .
H the Beneficiary. survives the ParUcipant, but dies prioi
to.distribuGon of lhe PaNcipant's entire Accounl; Ihe Trustee 6.05ADDRESS.FOR NOTIFICATION. Each PaAicipanl
wiil pay. the remaining Account to the Beneficiary's eslate and each Beneficiary ol a deceased,Participanf must file with
uniess: (1) the ParticipanPs Beneficiary designatfon providas the Plan Adminisirator from time to time, in wriGng, his or her-
. olharwise; or (2) Ihe Beneficiary has prapedy designated a address and any change of address. Any communication,
beneliciary. A Beneficfary.only may designale a heneficiary_ slalement or natice addressed to a Participant, or Beneficiary,
for Ihe Participant's Account Balance remaiNng al lhe at his or her lasl address filed with lhe Plan Adminislralor; or �
Benefidary'sdeath, if the Participant has not.previously as shown an Ihe recards of the Employer, binds the
designated a successive conUngent benoficiary and the Participanl, ar Beneficiary, for all purposes of this Plan:
Beneficiary's designation othenvise complies wifh the Plan
terms. The Plan Administrator will direct a Trustee if 6.06 PARTICIPANT OR BENEFICIARY
applicahle as to lhe melhod and to whom Ihe Trustee will INCAPACITATED. If, in the opinion of the.Plan Adminislrator
meke payment underihis Section 6.02: or af the Trustee, a Pafticipant or Beneficiary entitled to a
� Plan disUibutian is nol'able ta care for his ar her af(airs
fi.03 SALARY REDUCTION AGREEMENT. because af a mental condidon, a physical candiGon, or by
reason of age, lhe Plan AdminisVator orat tfie diredion of the
(A) General. A Participant must elecl to make Salary Pian Adminislralor, the,Trustee, may make the distribution to
Reduction ConUibutions on a Salary Reduction Agreement ihe Participant's or Beneficiarys guardian conservator,
fortn the Plan Administratar provides for this purpose. The wstee, custodian (including under a Unifortn Transfers or
Salary Reduclian Agreemenl must be cansistent with the Gifts to Mfnors Acq or !o his or her attomey-indact or to other
Employer's Adaption Agreement elections antl the Plan legal representadve.upon fumishing evidence of such status
Admfnistralor ina Salary Retluction Agreement may impose saUsfaclary to Itie Plan'Administralor and to the Trustee. Tbe
such othar lerms and limitations as the Plan Administrator Plan Administralor and the Trustee do not have any 1ia611ity
may detertnine. with respecl lo payments so made and neiihei the Plan
Administrator nar ifie Trustee has any duty to make inquiry as
(8) Election Timing. A Participant's Salary Reducllon la Ihe competence o! any person entitled to receive payments
Agreertient may not take etfect earlfer lhan the lirsl day of Ihe under Ihe Plan.
caleridar monlh following the date lhe Parllcipant exacules
iheSalary Reductlon Agreement and as to Compensatfon
paid or made availahle in such calendar monlh. However, i(
an Employee is eligible to become a Participant during lhe
Employee's calendar month af hire, the Employee may
execute a Salary Reduction Agreement on or befare lhe date
O 2016 21
Eltglble 457 Plan
ARTICLE VII
MISCELLANEOUS
7.01 NO ASSIGNMENT OR ALIENATION: A PaNcipant 7.05 EMPLOYMENT NOT GUARANTEED. Nothing
or Beneficiary does not have Ihe right to commute, sell, contained in Ihis Plan, or any modification ar amendment to
assign, pledge, transfer or otherwise convey or encumber the the Plan, or in the crealion of any Accaunt, or !he payment ot
right to receive any payments under the Plan or Trust and the any benefil, gives any Employee, Participanl or Beneficiary
Plan Adminislrator and lhe Trustee wlll not recognfze any any right la continue employment, any legal or equitable right
such anlicipaqon, assignment, or alienation. The paymenls against the Employer, ihe PlamAdministretor, fhe Trustee,
and lhe dghts under lhis Plan are nonasstgnable and any olher Employee af the Employer, or any agents lhereof
nontransferable. Fur►hermore a Participanl's or Beneficiary's excepl as expressly provided by the Plan:
interest in lhe Trust is not subject lo attachment, gamishment,
fevy execution'or olher legal or equitable process. 7.06 NOTICE. DESIGNATION. ELEETION. CONSENT
AND WAIVER All no6ces under the Plan and all Participanl
7.02 EFFECT ON:OTHER FLANS. This Plan does nat or Beneficiary designa6ans, elections, consents or waivers
aBect benefits under any other reurement, pensian, ar benefit must be In writing and made in a farm tbe Plan AdminisVator
plan or system eslablished for the benefit o( the Employer's specifies or athervuise approves. To the extent pertnitted by
Emptoyees, and parilcipatlon under (his Plan does nol afiecl Treasury regulalions or othecapplicahle guidance, any Plan
benefits receivable underany such plan pr system. except to notice, eleclion, consent ar waiver may be lransmitted .
the eMent proJided In such plan or system. eleclroNcally. Any peison entitled to notice under the Plan
may waive Ihe notice or shorten the notice period excepl as
7.03 WORD USAGE. Words used in lhe mascullne will othervvise require'd by the Code.
appfy to thedemiNne where applicable, and wherever �he
context af the Plan dictates, lhe plurel will be read as tfie
singular and Iho singufar as the plural.
7.04 STATE LAW. The laws of the state oF Ihe
Employei's principal place of business will determine all
questians arising wilh respect to the pro'visions of ltiis Plan, ' '
except ro the eMent Federal law supersedes Stale law.
i
OO 2016 22
Ellglble 457 Plan
" ARTICLE VIII ' -
TRUST PROVISIONS—GOVERNMENTAL ELIGIBLE 457 PLAN
8.01 GOVERNMENTAL ELIGIBLE 457 PLAN. The (e) Ta credit and distribule the Trust as direcled by lhe
provisio of lhis Arlicte VIII apply lo a Govemmenlal Eligible Plan Adminislrator of lhe Plan. The Truslee will noI 6e obliged
457 Plan and do nol apply to a Tax-Exempt Organization to inquire as to whether any payee or dislributee is entitled to
Eligi6le 457 Plan. The Employer in the Adoplion Agreement any paymenl or whelher lhe distribution is proper or within the
may.elect to subslitute another lrust (atlached ta Ihis Plan as terms of lha Plan, or as to the manner 6f ineking any payment
"Appendix A") or lo modify any provision of Article VIII, � or d(stribution. The Trustee will be accounlable only lo the
consistent with Code §457(g) and applicable Treasury Plan Admfnfstralor for any payment or distributiori made 6y it
regulations, in good faflh on lhe order or direction of lhe Plan
Adminfstrator,
'8.02ACCEPTANCE/HOLDING. The Trustee accepts the
Trust crealed under the, Plan and agcees lo perfartn lhe duGes (� To barrow maney, to assume indebledness, extend
and abligalions imposed. The Trustee musl hold in Irust under moAgages and encumber by maAgage ar pledge;
this Article VIII, all Deferred Compensation until paid in
accordance wilh Ihe Plan tertns. (g) Ta campromise, contesl, arbilrate orabandon
� claims and demends, in Ihe Trustee's dlscretion;
8.03 RECEIPT Of CONTRIBUTIONS. The Trustee is
accountable lo Ihe Employerfor ihe tunds contributed to it by (h) To have wilh respect lo lhe Trust all of lhe righls of
the Employer or 1he Plan Administratar, 6ut the Tnistee does an individual owner, including lhe_ powerto exercise any and
not have any duty to see lhal the contribufians recelyed all volfng righls associated with Trust assets, to give proxies,
comply with the provlsions of the Plan. ta participete fn any voling trusts, mergers, cansolidations'or
liquidatlons, lo lender shares and to exercise ar sell stock
8.04 FULL INVESTMENT POVVERS. The'Trustee has (ull subscripNons or conversion rights;
disc(etion and aulhoriry with regard to the investmenl•of lhe •
Trust, except with respect to a Trust asset uoderParticipant (i) To lease for oil, gas and other mineral purposes and
� direction oI invesimen(, in aecordance with SecUon 8.12 The to create mineraF severances by grant or reservauon; to poal
Tnistee is authorized and empowered but not by way of ar unilize interest in.oil, ga's and other rtiinerals; and ta enter
limitatibn, td exercise and perform.the (ollbwing powers, rights into operating ag�eements and to execute'division and
and dulies: - transier orders;
(a) To invesl any part o� all of the Trusl in any common (j) To hold any sewrities or olher property:in lhe name
or prefened slocks, apen-end or Gosed-end_ mulual funds, put of Ihe Trustee orfts nominee, with deposilories or age�l
and call oplions traded on a naGanal exchange, Uniled Stales deposilories or in anolfier fortn as it may deem besl, wifh or
retirement plan bonds, cdryorate bonds, debentures, , wilhoul disclosing lhe trust relationship;
converlible debenlures, commercial paper, U.. S, Treasury
bills U: S, Treasury nofes and other direct or indfrect (k) To, perform any and all other acts in its Judgment
obligations of the United States Govemment or Its agencies, necessary.or appropriate for the proper and advantageous
' improved ar unimproved real'estate situated In lhe United managemenl, Inveslment and disVibution' of 1he Trust;
States, limited partnerships, insurance contrects of any type,
moAgages, notes or olher property of any kind, real ar (I) io relain any funds or property suhject to any
personal, and [o buy o� sell.options on common slock on a dispute withoul liabllity for the paymenl o( Interest. and to
nationally recognized optlons exchange with ar without. decline to make payment or delivery of lhe funds or property
holding lhe undeAying common slock, as a prudent person, unlil a court of competent jurisdiclion makes a final
woufd do.under like circumstances. Any inveslment made ar adjudication;
• retained by the Truslea in good failh will be. proper bul must ,
be of a kind conslituling a diversificalion considered by law (m) To file all taz retums required of'Ihe trustee;
suitable for (rusl inveslmenls;
(n) Tn furnish to [he Employer end the Plaq -
(b) To retain in cash so much of the Trust as 7l may Administralor an annual statemenl of acoount showing the
deem advisable to'satisty l(qufdity needs of the Plan end to candition oF the Trust and all investments; receipls,
deposit any cash held-in the Trust in a trank account al dis6ursements and olher transactions effected by lhe Trustee
reasonable interesh ' during the PIan.Year covered by the statement and also ,
� � stating Ihe assets oF lhe T.rust held at the end of the Plan
-'(c) To invest,'if lhe Trustee is a bank ar similar financial Year, which accounts wfll be conclusfde on all persons,
instifuGon supervised tiy lhe United States ar by a State, in inciuding Ihe'Employer'and the Pfan AdminfsValor, except as
any type of deposil o( ihe Trustee (or a bank relaled lo lhe to any act or transaeGon conceming which lhe Employe� or
Trustee within Ihe meaning oF Code §474(b)) at a reesonable the Plan Administralor files with Ihe Truslee wrilten
rate of interest ar in a common Uust fund.as described in exceptions or objections wilhin 90 days after Ihe receipt ot the
' Code §584, or in a cal�ective investment fund, the provisions accauNS; and �
of which the Trust incorporates by this reference, which Ihe
Truslee (or Ils a(filiata,as defined in Code §1504) malntains (o) To begin, mainlain or defend any UIIgaGon
exclusiVely for lhe cotleclive investmenl oi money conlributed necessary in connection with lhe admintslraUan of lhe Trusl, .
by the bank' (or Its af0ifate) in its capacity as Truslee and ', ekcept that Ihe Tfustee,wiU'not be obllgetl or required lo do so
which conlorms to lhe rules of the CompVoller af the unless indemnified.to its satisfaclion.
Currency;
(A) Nondfscretfonary Trustee. The Employer fn Ihe
(d) To manage, sell, contract to sell, grant opfions to AdopUon Agreement may elect to appoinl a Nandiscretionary
purchase, canvey, exchange, trdnsfer, abandon, improve. Trustee, subjecl to lhis Section 8.04(A). The Nondiscretionary
repair, insure, Iease for any tertn even though camrtiencing in Trustee does not have any disuetion or authority with regard
the future or exlending:beyond the tertn ot the Trust, and to Ihe investment of ihe Trust, but must acl sotely as a
otherwise deal with all propeKy, real or persanal, insuch directed Trustee hereunder. The Nondiscretionary Trustee is
manner, for such considerations and on such lerms and authorized and empowered to exercise and perform the
conditions as lhe Trustee decides; above Section 8.04 powers, righls and dWas provided lhal
lhe Trustee shall act solely as a directed Truslee and only in .
OO 2016 . . . 23
Eligible 457 Plan
accordance wilh Ihe written directiori of the Employer, the Trustee will possess all rights, duties and powers under this
Plan Administrator or of a Participant as applicable. The Trust as it the successor Truslee were the original Trustee.
Nondiscretionary Trustee is nol liable for making, retaining or Neither the Trustee nor the successor Trustee need provide
tlisposing of any investment or for taking or failing to take any notice to any inlerested person of any transaclion resulting in
other action, in accordance wilh proper Empioyer, Plan a successor Trustee. The successo[ Truslee need not file or
Administrator or Parlicipant direction. execute any additional instrument or pertortn any addilional
act to become successor Trustee.
8.05 RECORDS AND STATEMENTS. The records of the
Trustee perlaining to tfie Trust will be open to the inspection 8.11 VALUATION OF TRUST. The Trustee will value the
of the Plan Administrator and the Employer at.all reasonable Trust as of each Accounting Date to determine the fair market
times and may be audited from time to time.6y any person ar value of lhe Trust assets. The Truslee will value lhe Trus4on
persons as lhe Employer or Plan Administrator may specify In such olher date(s) the Plan Administrator may direct.
wrifing. The Trustee will fumish ihe Plan Adminislrator
whatever information relaling to the Trust the Plan 8.12 PARTICIPANT DIRECTION OF INVESTMENT.
Adminislrator considers necessary. Gonsistenl with the Plan AdministratoPs policy adopted under
� Section 5.02(I), the Trustee may consenCin writing to permit
8.06 FEES AND EXPENSES FROM FUND. The Trustee Participanls in lhe Plan to direct the investment to the Trust
will•receive reasonable annual compensaUon in accordance' assets, The Plan Administratorwill advise the Trustee of lhe
wilh,its fee schedule as published from t(me ro time. The porlion of lhe Tnist creilited lo each ParlicipanYs Account
Trustee will pay from the Trust all fees and expenses the under the Plan, and subject to such Participant direction. As a
Trustee reasonably incurs in its adminisVation of the Trust, condition of PaAicipanf directlon, lhe Trustee may impose
unless lhe Eriiployer pays the fees and expenses. such condilions, limi[ations and other provisions as the
Trustee may deem appropriate and as are consistent with the
8.07 PROFESSIONAL AGENTS. The Trustee may Plan Administrator's policy. The Trustee will report to lhe Plan �
employ and pay from lhe Trust reasanable compensation to Administrator the net income, gain orlosses incurred by each
agents, attomeys, accouniants and other persons to advise Participant-Directed Account separalely from lhe net income,
the Trustee as in its opinion may be necessary. The Trustee gain or losses incurred the general Trust during lhe Trusl
may delegate to any agent, attomey, accountant or other Year.
person selected by,if any non-Trustee power or duty vested in
it by the TNst, and the Trustee may acl o� �efrain from acting 8.13THIRD.PARTY RELIANCE: No person dealing witfi
on 1ha advice or apinion of any agent, attomey, accountant or the Trustee will be obliged to see to the proper application of
other person so selected: any money paid or properly delivered to the Trustee, or to .
inquire whether the Truslee has acted pursuant to any of the
8.08 DISTRIBUTION OF CASH OR PROPERTY. The tertns of lhe Trust. Each person dealing with the Trustee may
Trtistee may make distribution under the Plan in cash or act upon any notice, request or representation in writing by
propeAy, or partly in each, at its fair market value as the Trustee, or by the'irustee's duly authorized agent, and
determined by tHe 7rustee. will not be Iiabie to any',person whomsoever in so doing. The
certificate of the Trustee that it is acting in accordance with
8.09 RESIGNATION AND REMOVAL. The Trustee orthe the Trust wilf be conclusive in favor of any person relying on
Custodian may resign its position by giving w[itten nolice to the certificale.
the Employer and to the Plan Administrator. The Truslee's
notice musl specify the effect(ve dale of Ihe Trustee's 8.�41NVALIDITY OF ANY TRUST PROVISION. If any
resignalion, which date must be at least 30 days following the clause or provisionrof this Article VIII proves to be or is
date o( lhe Trustee's notice, unless Ihe Employer consents in adjudged to be invalid o� void (or any reason, such void or
writing ro shorter notice. invalid clause or provision will not aifect any of.the other
provisions of lhis Micle VIII and the balance of the Trust
The Employer may remove a Trustee or a Custodian by provisions wlll remain operative.
giving writlen nolice to the affected party. The Employer's
notice must specify the effecfive date of removal which date 8.15 EXCLUSIVE BENEFIT. The Trustee will hold all the
must be at least 30 days following the date of lhe Employer's assets of the Trust fot the exclusive benefit of the. Participanls
notice, except where the Employer reasonably determines a and lheir Beneficiaries and neitheY the Employer nor the
shoAer notice period or immediale removal is necessary to Trustee will use ortlivert any part of the corpus ar income of
protecl Plan assels, ihe Trust (or purposes other ihan the exclusive benefit of lhe
Participants and Beneficlaries of the Plan. The Employer will
8:10 SUCCESSOR TRUSTEE, nol have any right to the assets held by the Trustee and the
Trusl assels will not he suhject to the claims of the Employers
(A) AppoinCment. In the event of theresignation or lhe creditors or, ezcept as provided in Seclion 4.06, ot lhe
removal of a Trustee, where no other Truslee contlnues to creditors oi any Participant or Beneficfary. No PaAicipanl or
service,lhe Employermust appoint a successor Trustee if it Beneficiary shall have any right lo sell, assign, transfer or
intends to conGnue ihe Plan. If two or more persons hold lhe otherwise convey his or her Account or any interest in hfs or
posiBon of Trustee, in the event of the removal of one such her Deferred Compensalion. Nolwithstanding the foregoing,
perspn, during any period lhe selection of a replacement is the Pian Administrator may pay from a ParticipanYs or
pending, or during any period such person is unable ta serve Beneficiary's Account the amount lhe Plan Administralor finds
for any reason, lhe remaining person or persons wlll act as is law/ully demanded under a levy issued by the Intemal
the Tmstee. If the Employer fails to appoint a suocessot Revenue Service with respect to that Participant or
Truslee as o( the effective date of lhe Trustee Pesignation or Beneficiary or is sought to be collected by lhe United States
removal and no olher Triistee remains, the Truslee,will treal Govemment under a judgmenl resulting from an unpaid tax
the Employer as having appointed itself as Trustee and as assessment againsi the Participant or Beneficiary. The Trust '
having filed lhe Employer's acceptance of appointmentas created under the Employer's Plan is irrevocab(e and its
successo� Trustee with Ihe former Trustee. assets will not inure do the benefit of lhe Employer.
(B) Automatic Successor. Any corporadon which succeeds 8.16 SUBSTITUTION OF CUSTODIAL ACCOUNT OR
to the tru§t business of lhe Trustee, ar resulls from any ANNUITY CONTRACT; The Employer in the Adoption
merger or consolidation to which the Trustee is a party, or is Agreement may elect to use one or more custodiel accounts
the Uansferee o( substantially all the Trustee's assets, wiil he or annuity contracts in lieu af or in addition to lhe Trust
the successor to the Trustee under this Trust. The successor established in this Article VIII. Any such custodial accounl or
02016 24
,
Ellgiblo 457 Plan
annuity conlract must safisfy lhe requirements of Code Code §401(a), individual reliremenl accounts thal are exempl
§457(g)(3) and applicable Treasury regulations. under Code §408(e), and eiigible govemmental plans lhat
meets the requirements of Code §457(b). For this purpose, a
8.17 GROUP TRUST AUTHORITY. Notwithstanding any trust includes a custodial account Ihat is Veated as a trusl
conlrary provision in this Plan, Ihe Truslee may, unless under Code §401(� or under Code §457(g)(3). For purposes
restricted (n wriGng by the Plan Administrator, transfer assets of valualion, lhe value of the interesl maintained by lhe Plan
of lhe Plan to a group Wst that is operaled or maintained in such group trust shall be the fair market value of the partion
exclusively for the commingling and wllective investment of of Ihe group lrust held for Plan, detertnined in accordance
monies provided Ihat the funds in lhe group wst consist with generally recognized valuation procedures.
exclusively of trust assets held under plans qualifled under
�, O 2016 25
Ellgible 457 Plan
ARTICLE IX
AMENDMENT,TERMINATION,TRANSFERS
9.0'I AMENDMENT BY EMPLOYER/SPONSOR. The otherwise incurring a distributable event under Article IV, may
Employer has Ihe right at any Gme and from time to time: direct the Trustee to transter all or a partlon ot his or her
Account to a govemmental defined benefil ptan (under Code
(a). To amend this:Rlan and Trust Agreertienl and the §414(d)) for. (aj lhe purchase oI pertnissive servlce credit
Adaption Agreement in any manner it deems necessary or {under Cade §415(n)(3)(A)) under such plan, ar (b) the
advisable in'order to continue lhe staWS oF thlsPlan es an repaymoN of contributions and eamings previously refunded
fligible 457 Plani and wilh respecl lo a forfeiture of sarvica crediled under the plan
(or under anolher govemmental plan within lhe same State) to
(b) To amend this Plan and Trust Agreement and lhe which Code §4.15 does not apply by reasan o( Code
AdopGon Agreement in any other manner, includ(ng deteuon, §`a� 5(k)(3). _
su6stitu6on,or mod'iflcauon of any Plan, Trust or Adop4on
Agreemenl provision.
The Employe� musl"make alI amendmenls in wriling. The
Employer may amend the Pfan by an Adoplion Agreemenl
elecUdn, by addenda, 6y separate amendriienl, or by
restatement of lhe'A'doption Agreement'or Plan: Each ,
amendment musl state lhe dale lo=which it is either . _ '
reUoactively ar prospectively effective. The Employer also
may nat make any amendment that affects ►he, rights, dut(es -
or responsibiliUes of the Trustee or the Plan Atlmfnistralar
without the written consent of lhe affected Trustee or lhe Plan
Administrator. �
9:02 TERMINATION/FREEZING OF PLAN The
Employer has the right al any time, to terminate Ihis Plan or �
to cease (freeze) further Deferral Cantrihutions to ihe Plan:
Opan tertninalion ar freezing of Ihe Pian, �lhe provisions of Ihe � -
Plan (other lhan pravisions permitting conlinued De(erral
. ConGibutions) iemafn operative unGi distribution of all
Accoun4s. Upon Plan terminaGon, the Plan Adminislralor or
Trustee shall dlstribute to Parlicipants and Beneficiarles all - .
De�erred Compensatlon as sbon as is reaso�ably practicable
foilowirig termination. .
9.03 TRANSFERS. The Employer may enler into a
Ttansfer agreemen[ wilh another empioyer under which this
. Plan: (a) may acoept a;Transfer of a Participant's Accaunt in
lhe ather employers Eligi6le 457 Plan: or (b) may Transfer a
PaRiapanPs.(o� Beneficiary's) Account in Ihis Plan to the
othe� employer's Eligible 457 Plan. The plan sponsnrs of the ' ,
plans invalved in the'fransfer both must be States or both ,
rtiust be Tax-Exempt OrganizaGons and the plans must
provide far Transfers. The Participant or Beneflciary, afler the
Transter will ha4e Deferred Compensation in the recipient
. plan at least equal lo his or her Deferred Compensetion In'ihe
transferring plan immediatetgbefore the Transfer. My _
� Transfer also must comply with applicable Tieasury ��
regulaGons, end in particularTreas. Reg:.§§1.457-10(h)(2) as
to post-se'verance transfers between Govemmental Eligible
457 Pfans; 1.457•10(b)(3)'as lo transfers of all assets -
tietween Gavemmental Eligibfe 457 Plans; 1.457e10(b)t4) as
to transfers belween Govemmental Eligible 457 Plans of the ,
same Employer, and 1.457=10(b)(5) as to post-severance
tiansfers between Tax-Exempt Organ'ization Eligible 457
Flans. The Plan AdminisVator will credit any Transfer
accepted under this SecUon 9.03 to the Participanfs Account
and will treat lhe transferred amount as a Deferral
CantribuUon lor all purposes of this Plan except lhe Plan
Admfnistrator; will nol Veal such Transfer as a DeFerral
Contribulian aubject todhe limitations of Arlicle.11l. In addition,
in the rasebf a Transfer belween Tax-Exerqpl Organizatian
Eligible Plans, lhe �ecfpienlplans shall apply a Participanl's -
disuibution electians made under the transferor plan in
accordance with Treas. Reg. §1.457-1�{b)(6)(ii}. The Plan's
Transler o( any PaAicipant's or Beneficiary's Account under
this SecGon 9.03 completely discharges the Employer, the
Plan AdmiriisUalor, the Trustee and lhe Plan (rom any Ifabiliry
to the Participant or Beneficiary for any Plart benefits.
9.04 PURCHASE OF-PERMISSIVE SERVICE CREDIT.
A Partic(panl In a Govemmenlal Eligihle 457 Pian, prior lo
� 2016 26
EII 161e 457 Plan
9
ADOPTION AGREEMENT FOR
ELIGIBLE GOVERNMENTAL 457 PLAN
The undersigned Employer, by executing this Adoption Agreement, establishes an Eligible 457 Plan ( The Employer,
subject to the Employers Adoplion Agreement.elections, adopls fuliy lhe Plan provisions. This Adoption Agreement, the basic plan
document and any attached Appendices; amendments, or agreements permitted or referenced therein, constilute the EmployePs
entire plan document. AI! "Elecfion" references wifhin this Adopfion Agreemenf or the basic plan documenf are Adopfion Agreement
Eleclions. All Article" or "Section" references are basic plan documenf 2(erences. Numbers in paienfheses which follow elecfion �
numbers are basic plan documenf ieferences. Where an Adopiioq Agreement election calls for lhe Employer to supply text, lhe
Employer may lenglhen any space or line, or create additional ders. When Employer-supplied teM uses terms substan6ally similar to
existing printed options,.all clarificalions and caveats applicable to the printed options apply to the Employervsupplied text unless lhe
context requires olherwise. The Employer makes lhe following eleclions granted under lhe corresponding provisions of the basic plan
document, •
1. EMPLOYER (1.11).
Name: Villaqe of Teouesla
Address: 3A5 Teauesta Drive
Street
Teauesta Florida 33469
City State Zip
Telephone: (56�1768-0415
' Taxpayer ldentificalion Number (TIN): 59-604408�
2. PLAN NAME
Name: _Villaqe of Teouesta Deferred Comoensation'Plan '
3. PLAN YEAR (1.25). Pian Year means the 12 consecutive month period (excepl for a short Plan Year) ending every (Choose
one ol a. or b. and choose c. i/applicable): [Note: Complete any applicable blanks under Elecfion c. wifh a specific date, e.g., June
30" OR "fhe last day ol Fe6ruary" OR "the first Tuesday in January:"fn lhe case o(a Shorf Plari Yearora SNoR limitation Year,
include the year, e.g.; "May 1, 2013.'� "
a. (X] December 31,
6, [ ] Plad Year:. ending:
c. [] Short Rlan Year. commencing: ' and ending;
4. EFFECTIVE DA7E (7.06). The EmployePs adop6on of the Plan is a(Choose one of.a. or6. Complele c. ifnew plan OR
compfefe c. and d. if an amendment and resfatemenL Choose e. if applioable):
a. [ ] New Plan.
b. [XJ Restated Plan. The Plan is a substilution and amendment of an existing 457 plan.
Inftfal Effectfve Date of Plan
c. (XJ Aoril 8, 1986' (enter month day, year, herelnaRer ca!!ed ihe "ENecfive Date" unless 4d is enfered below)
' Restatement Effective Date (If fhis is an amendmenf and restatem, ent, enter eKective dafe o! fhe restatement.)
d. [X] December �: 2016 (enfermonth day, year)
Special Effectlye Dates: (opfionaq
e. [ ] Describe•
5. CONTRIBUTION TYPES. (If fhis is a frozen Plan (l.e., all contributions have ceased), choose a. only):
Frozen Plan
a. ( J Contributions cease. All Contributions have ceased or will cease (Plan is frozen).
1. Effective date of freeze: [Nofe: El(ective dafe !s opfional unless this is fhe amendment or
resfafement to fieeze �he Plan.j
- 98781-01 (eHective December 1, 2016)
O 2016 �
ENgible 457 Plan
Contributions. The Employer and/or Partfcipants, in accordance with the Plan lerms, make the following Conlribu�ion Types to the
Plan (Choose ane ormore ofb, through d. i(applica6le):
b. [X] Pre-Tax Elective Deferrals. The dollar or percentage amount by which each PaAicipant has elected fo reduce hismer
Compensation, as provided in the PaRicipant's Salary Reducdon Agreemenl (Choose one or mora as applicable.):
And will Matching Contributions be made wilh respect to Elective Deferrals?
1. [] Yes. See Question 16.
2. (X] No. , •
Md will Roth Elective Deferrals be made?
3. [� Yes. [Nole: The Employer may not limit Oeferrafs fo Rofh Delenals only.]
4. [ ] No.
c. (] Nonelective Contrihutions. See Quesliari 17. .
d. [XJ Rollover Contributions. See Questian 30. .
6: EXCLUDED EMPLOYEE.(1.10). The following Employees are Excluded Employees and are not eligible to paAicipa[e in the
Plan (Choose one ofa: orb.): - �
a. [X] No exclusions. All Employees are eligible to particfpale.
b. [] Excluslons. The followtng Employees are Exeluded Employees (Choose one ormo�e of i. through 4.):
1. [] Part-time Employees. The Plan defines part-time Employees as Employees who narmally work less
than hours per week.
2. [ ] Hourly-paid Employees.
3. [] Leased Employees. The Plan.excludes Leased Employees.
4. [ J Speclfy:
7. INDEPENDENT CONTRACTOR (1.16). The Plen (Choose one o/a., b. orc.): ,
a, [X] Participate. Permits Indepentlenl Conlractors ta parUcipale In Ihe Plan. ,
b. [] Not Parttcfpate. Does nol pe'rmit Independent Cantracfors to participate In the Plan.
a [] Specifled Independent Contractors. Permils the following specified Independenl Contraclors ta participale:
[Note: If lhe Employecelects to permit any or aB Independent Contracfors !o participafe in fhe Plan, the Ierm Empfoyee as osed in the
Plan_includes such paAicipating Independent ConVactors.] ,
8: COMPENSATION'(1:05). Subject to lhe following elecfions, CompensaGon forpurpases af allocation of Deferral Conlributions
means:
Base DeRnftfon (Cfioose one o/a., b. ora): '
a, [] Wages, Gps and ather compensation on Faim W-2. '
b. .[] Code §3401(a) wages (wages for wilhhotding purposes).
c. '[XJ 415 safe harbor compensalion.' � ,
(Note: The Plan proJ(des fhat the base definition o! Compensafion irtcludes amounts thaf are not included in.income due fo Code
§§409(k), 125, i32(n(4), 403(b), SEP, 414(hJ(2), & 457, Compensation fot aR lndependept Eonuactor means the amounts the
, Employer pays fo !he IndependenF Confracfor for servrces, excepf as fha Employer ofherwise spec�es belaw.]
.
� Modifications to Compensation definition. The Employer etects lo modlfy lhe Compensation definition as lollows (Chaose one of d.
or e.):
d: [X] No modi(icatlons. The Plan makes no madlfications to lhe definitian.
- e. [] Modiffcations (Choose one or more o11. fh�ough.5.):
1. ( J Fringe beneftts. The Plan excludes all refmbursemenls or other expense allowances, fringe benefits (cash and
noricash), mouing expenses, de(erzed compensation and welfare benefils.
2. (] Elective Contributlons. (1.05(E)J The Plan excludes a Participant's Eleclive ContribuGons.
3. �] Bonuses. 7he Plan excludes bonuses.
4. �� OveRime. The Plan excludes oveAime.
5. [ � Specify:
- - � - 98781-01 (effeclWa December 1 2016)
� 2016 2
I
.
Eligible 457 Plan
Compensation taken into account. For the Plan Year in which an Employee first becomes a PaAicipant, the Plan Administrator will,
determine the allocation of matching and nonelective cbntributions by taking into account (Choose one o(f. org.}: �
f. [X] Plan Year: The Employee's Compensation for the entire Plan Year.
g. [] Compensation while a Participant. The Employee's Compensation oniy for lhe portion of ihe Plan Year in which the '
Empioyee actualiy isa Participant.
9. POST-SEVERANCE COMPENSATION_(1.05(F)). Compensation includes the following types of Post-Severance Compensation
paid within any applicable time period as may be required (ChooSe one o(a. orb.):
a. [] None. The Plan does not take Into accounl PosFSeverance Campensation as to any ConVibution Type except as required
under the basic plan documenL
b. [X] Adjustments. The following Compensation adjuslments appl'y (Choose one or more):
1. [X] Regular Pay. Post-Severance Compensalion will fnclude Regular Pay and it will apply to all Contrihution Types.
, 2. [] Leave•Cashouts. Post-Severance Compensation wili include Leave Cashouls and it will apply to ail Gontribution
Types.
3. [] Nonquaiified Deferred Compensation. Post-Severance Compensation will include Deferred Compensation and it
. will apply to all Cbntribution?ypes.
4. [] Salary Continuation for Disabled Participants. PostSeverance Compensalion will include Salary ContinuaGon for
Disabled Participants and it will apply lo all Confribution Types.
5. [] Differential Wage Payments. PostSeverance Compensation wili include Differential Wage Payments (military
continuation payments) and it will apply lo all Contribution Types.
6. [] Descrihe altemative Post•Severence Compensatton deflnition, limit by Contribution Type, or limit by
Participant group:
�0. NORMAL RETIREMENT AGE (1.20�. A Participant aqains Nortnal Retirement Age under lhe Plan (Choosa one o(a. or6.):
a. [ j Pian designation. [Plan Section 3.05(B)] 1Nhen ihe Pariicipant altains age :[Note: The age may nof exceed age
70 1/2. The age.may not be less Ihan age 65, or, if.earlier, fhe age af which a PaRicipant may.retire and receive beneCfs
under7he Employer's pension plan, il any.]
ti. [X] Partic(pa�t iJesignation. [Plan Sectlon 3.05(B) and (B)(1.)j When lhe Parlicipant altains lhe age lhe Participant
designales, which may not be earlier lhan age 62 and may not be later than age 70 1/2 .[Nole: The age may not
exceed age 70 1/2.)
Special Provislons for Potice or Fire Department Employees (Choose c. and/or d. as applicable):
c. [X] Police department employees. [Plan Seclion 3.05(B)(3)] (Choose ]. or 2.):
1. [] Plan designation. �Plan Section 3.05(B)] When tfie Participant attains age .[Note: The age may no1
exceei/ age 70 1/2 and may not be less than age 40.]
2. [X� Participant designedah {Plan SecGon 3.05(8) and (8)(1)] When the Participant atlains theage lhe Participant
designates, which may not be eariier than age 40 (no earlier than age 40) and may not be.laler than
age - 7D 1/2 .[Nole: The age maynot exceed age 70 1/2.]
d. [X] Ftre department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.J:
1. [] Plan desfgnation. [Plan Section 3.05(B)] When the Participant attains age .[Note: The age may not exceed
age 70 1/2 and may no1 be less than age 40.]
2. [X] Participant designallon. [Plan Sectian 3.05(B) and (B)(1)] When the PaAicipant attains the age the Participant
designates, which may not be earlier ihan age 40 (no earlier lhan age 90) and may not be'later lhan age 701/2 .
[Note: The age may not exceed age 701/2.]
11. ELIGIBILITY CONDITIONS (2.01). (Choose one ofa. orb.J:
a, (X] No eligtbility conditions. The Employee is eligible to participate in the Plan as of his/her first day of employmenl with the
employer,
b. [] Eligibflity conditions. To become a Participant in lhe Plan, an Eligible Employee must satisfy the follawing eligibi�ily
conditions (Choose one ormore o11., 2. or3.):
1. [] Age. Atlainment o� age
2. (] Service. Service requiremenl (Choose one ol a, or b.):
a. [], Year of Servlce. One year of ConUnuous Service.
b. [ J Months of Service. monlh(s) of Conlinuous Service.
3. ( ] Specify:
- 98781-01 (eHecGve December 1, 2016) •
� 2016 3
Eligible 457 Plan
12. PLAN ENTRY DATE (1.24). "Plan Entry Date means lhe Effective Date and (Choose one of a. fhrough d.J:
a. [] Monthly. The first day of the month coinciding with or next following the Employee's satisfaclion of the Plan's eligibili[y
candilions.
b. [] Annual. The firsl day of lhe Plan Year coinciding with ar next following the Employee's satisfaction of the Plan's eligibilily
canditidns. •
c. [X] Date of hire. The Employee's employment commencement date with the Employer.
d. ( ] Spec(fy:
13. . SALARY.REDUCTION.CONTRIBUTIONS (1.30). A Participant's Salary Reduction Contributions under Election 5b. are subjecl
tq the following limitation(s) in addition to those impased by the Code (Choose one of a. or 6.);
a. [ ] No Ifmitatlons. ' •
b. [X] Limitations. (Choose one or more of 1., 2. or 3.):
1. [X] Maximum deferral amount. A ParticipanPs Salary Reductions may not exceed: 100% (specify dolfaramount o�
percehfage oI Compensa(ionJ.
2. [ J Minlmum deferrol amount. A Participant's Salary Reductions may not be less lhan:
(specily dollar amount or peicenfage o/Compensalion).
3. [ ] Specify: '
[Note: Any fimifafion fhe Employer elects in b.1. tfrrough b.3. will apply on a payroll basis unless fhe Employerolherwise speciTies in
b.3.]
Special NRA Catch-Up Contributions (3.05). The Plan (Choose one o/c. or d.):
c._ [XJ Permlts. PaAicipanls may make NRA catch-up contributions.
AND, Special NRA Catch-Up Contribulions (Choose one o/ f. ar 2.):
1. [ J will be taken into account in applying any matching contributian under the Plan,
2. [X] will not be taken into account in applying any matching contribution under the Plan.
d. [] Does not permit. Parlicipants may not make NRA catch-up conVibulions.
Age 50 Catch-Up Contributions (3.06). The Plan (Choose one o(e. or (.):
e. [X] Perm(ts. Particfpants may make age 50 catch•up contributions.
f. [ J Does not perm(L Participants may not make age 50 catch-up conVibutions.
14. SICK. VACATION AND BACK PAY (3:02(A)). The Plan (Choose one ola. or6.J:
a. [XJ .Permits. Participants may make Salary Reducdan Contributions from accumulated sick pay, from accumulated vacalion
pay or from back pay.
b. [] Does Not Permit. Participants maynot make Salary Reduction Contributions bom accumulated sick pay, from
accumulated vacalion pay or from back pay. �
15. AUTOMATIC ENROLCMENT (3.02(B)) Does the Plan pro4ide for automalic enrollment (Ghoose one of the following) (Note: if
Eligible Aufomafic Confritiufion Arrangamenf (EACA), select 15o and complete Ouestions 31. &
a. [XJ Does not apply. Does not apply lhe Plan's automatia enrollment provisions.
b. [] Applies. Applies lhe Plan's automatic enrallment provisians. The Employer as a Pre-Tax Elective Defercal will wilhhold
% from each ParlicipanPs Compensation unless the Participant elecfs.a diHerent percentage (including zero)
under hislher Salary Reduction Agreement. The automatic election wilf appty to (Choose one of 1. through 3.):
1. [] .All Participants. All Participants who as oF are not making Pre-Tax Eleclive
Deferrals at least equal lo the automatic amount.
2. [� New Participants: Each Employee whose Plan Enlry Date is on or following: '
3. [] Describe Application of Automatic Deferrals:
c. (] EACA. The Plan will provide an Eligible Automalic Contribution Arrangement (EACA). Complete Questions 31 8 32.
16. MATCHING CONTRIBUTIONS (3.03). The Employer Malching Contributians is (Choosa one ormore o(a. (hrough d.):
a. [] Hxed formula. An amount equal to ot each Participant's Salary Reduction Contributions.
b. [ J Dlseretfonary formula. An amounl (or additional amount) equal to a matching percentage the Employer from time to time
may deem advisable of each ParticipanPs Salary Reduclfon Contribulians.
98781-01 (effective Decem6er 1, 2016)
� 2016 4
Ellgible 457 Plan
c, [] Tiered formula. The Employer will make malching contributions equal to a uniform percentage oF each lier of each
Parlicipant's Salary Reduction Contributions, determined as follows:
NOTE: Fill in only percentages or dollar amounls, hut not both. If percenlages are used, each tier
represents the amount of the Participant's applicable contributions that equals the specified
percentage of lhe PaAicipanPs Compensation (add additional tiers if necessary):
Tiers of Contributions Matching Percentage
(indicate $ or %)
First %,
NeM ^/
Next %
Next %
d. [ ] Specify:
Time Periad for Matching Contributions. The Employer will determine its Matching Contribution based on Salary Reduction
Contributions made during each (Choose one of e. fhrough h.): ' ' - -
' e. ( ] Plan Year.
f. [ � Pian Year.quarter. .
g. [ � Payroll period,
h. [ ] Specify:
Salary Reduction ContNbuHons Taken into Account. In determining a ParticipanPs Salary Reduction Contrihutlons taken into
account for the above-specified time period under lhe Matching ConN6ulion tormula, lhe following limitalions apply (Choose one o/i.
through l.):
i. [) All Salary Reduction Contr(butions. The Plan Administrator will take into account all Salary Reductlon Cantributions.
j. [. ] Specific Ilmitation. The Plan Administrator will disregard Salary Reduction Contributions exceeding % of the
Participanl's Compensation.
k. [] 'Discretionary. The Plan Administratorwill take into accounl the Salary Reduction,Contributions as a percentage of the
Particfpant's Compensalion as the Employerdelermines.
I. [ j Specify:
Allacation Conditions. To receive an allocation of Matching Contributions, a Participant must satisfy lhe following alloca6on
cond(tion(s) (Choose one o1m. orn.):
m. [ ] No allocation condittons.
n. [] Conditions. The following allocation wnditions appty to Matching Contributions (Choose one or more o( T. through 4.J:
1. [] Service condition. The Participant must complele the following number of months of Continuous Service during lhe
Plan Year: ,
2. ( J Employment condition. The PaAicipanl must be employed by lhe Employer on lhe lasl day o( lhe Plan Year.
3. [] Limited Severance Exception. Any condiGon specified in 1. or 2. does not apply if lhe Parlicipanl incurs a
Severance Gom Emplayment duiing lhe Plan Yea� on account of death. disability or attainment of Nortnal Retirement
Age in the curtent Plan Yearor in a prior Plan Year.
4. � ] Specify:
17. NONELECTIVE CONTRIBUTIONS (1.19J. The Noneleclive Conlri6ulions under Election Sc. are made as follows: (Choose
one):
a. [] Disvetionary • Pro•Rata. An amount the Employer in its sole discretion may determine.
b. [] Fixed - Pro Rata. % of Compensalion.
c. [] Other. A Nonelective Contribution may be made as follows:
Allocation Conditions. (3.08). To receive an allocation of Nonelective Contributions, a Participant must satisfy the following
allocation candition(s) (Choose one o/d. or e.):
d. [ J No allocation conditions.
98781-01 (effective Decem6er 1, 2016}
m 2016 g
.
Eligible 457 Plan
e. ( j Conditions. The following allocation conditions apply to Nonelecfive Contribulions (Choose one or more ol 1. through 4.):
1. [] Service condition. The Parlicipant must complete the following number of months of Continuous Service during the
Plan Year.
2. [ J Employme�t condition. The Participant must be employed by the Employer on the last day oF the Plan Year.
3. _( ) Limited Severance Exception. Any condition specified in 1. ar 2. does not apply iF the Participant incurs a
Severance from Employmenl during the Plan Year on account of death, disability or attainment of Normal Relirement
Age in the curtent Plan Year or in a prior Plan Year.
4. [ ] Specify: �
18. TIME AND METHOD OF PAYMENT OF ACCOUNT (4.02). The Plan will distribute lo a PaRicipant who incurs a Severance from
Employment his/her Vested Account as follows:
Timing. The Plan, in the absence of a permissible Participant electlon to commence payment laler, will pay the Participanl's Account
(Choose one o(a. through e.):
a. [] Specified Date. days after the ParticipanPs Severance from Employmenl.
b. [] Immedlate. As soon as administratively practicable following lhe PaRicipanCs Severance Bnm Employmenl.
c. (] Designated Plan Year. As soan as administraUvely practicable in the Plan Year beginning after the
Parlicipant's Severance from EmploymenL
d. [] Normal Retirement Age. As soon as administralively p'raclicable after lhe close of lhe Plan Year in which the PaAicipant
attains Normal Retiremenl Age.
e. [X] Specify: As soon as adminisUativelv oracticable followino the ParticioanPs formal request for the distribution. The
Participant mav request the distribution at anv time followinq Severance from Emolovment. -
Melhod. The Plan, in the absence of a permissible Participant election, will distribute the ParticipanCs Accounl under one of the
following method(s) of tlistribution (Choose one or moie of f. through j. as applicable): '
f. [X] Lump sum. A single payment.
g. [Xj Installments. Multiple payments made as follows: monthlv. auarterlv, semi-annuallv. annuallv
h, [] Instaliments for required minimum disVi6utibns only. Annual payments, as necessa'ry under Plan Sebfion 4.03.
i. (X] Annuity distribution option(s): Retirement Annuitv
j. [' ] Speclfy:
Participant Eleclion. [Plan Sections 4.02(A) and (B)].The Pian (Choose one of k., l. or m.):.
k. [] Permlts. Pertnits a Participant, with Plan Administrator approval of Ihe election, to elect to postpone distribution beyond
the time the Employer has elected in a. through e. and also to elect the method of distribution (including a method not
described in f: Ihrough j. above). -
I._ [. ] Daes not permit. Does not permit a PaAicipantta elect lhe liming and method of Account distribution.
m. [ ] SpeGfy:
Mandatary Distributions. Notwithstanding any other dislribuGon electian, (allowing Severance from Employment (Choose n. oro.):
n. [] No Mandatory Disiributions. The Plamwill not make a Mandatory Distribution.
o. [X] Mandatory DlsVibution. If the ParticipanPs Vested Account is not in excess of �5,000 (unless a different amount selected
below) as of the date of distributioni the Plan will' make a Mandatory Distribution foilowing Severance from Employmenl.
1. [X] Mandalory Distribution. Ii the ParticipanCs.Vested Account is nol in excess of $ 1 000 as of lFie date of dislribution,
the Plan will make a Mandatory Distrihution following Severence Gom Employmenl.
Ex.elusion af rollovers in determination of $5,000 threshold. In determining the $5,000 threshold (ar other dollar threshold above),
rollover cantributions will be:
p. [X� included.
q. [ ] excluded.
19. BENEFICIARY DISTRIBUTION ELECTIDNS. DisVibutions following a ParlicipanCs death will be made as follows (Choose one
of a._ through d.):
a. [] Immediate. As soon as practical following lhe ParticipanPs death.
b. [] Next Calendar Year. At such Gme as the Beneficiary may elect, but in any event on or before the last day of the calendar
year which nexf follows Ihe calendar year oF lhe-ParticipanPs dealh.
c. [X] As Beneficiary elects. At such time as the Beneficiary may elect, wnsistent wilh Section 4.03.
90781-01 (effective December 1, 2016)
02016 6 .
Eligible 457 Plan
d. [ ] Describe:
[Nofe: The Employer u'nder'Elecfion 19d, may descnbe an alfemative distdbution fiming oraftord �he BeneRciary an elec(ion which is
nariower than that permifted under E/ecfion 19c., orinclude specia! provisions refafed to ceRain bene�ciaries, (e.g., a surviving
spouse). Howeve� any election under Election 19d. must require disfribufion to commence no later fhan fhe Section 4.03 required
date.j
20. DISTRIBUTIONS PRIOR TO SEVER,4NCE FROM EMPLOYMENT (4.05). A Participant prior to Severance from Employment.
may elecl to receive a dislribution of his/her Vested Accounl under the following distribution aptions (Choose one of a. or 6.):
a. [] None. A Participant may not receive a distribution prior to Severance from Employment.
b. [X] Distributtone. Prior to Severance from Employment are permilted as follows (Choose one or more o11. through 4.):
1. [X] Unforeseeable emergency. A Participant may elect a distribution irom his/he� Account in accordance with Plan
Section 4.05(A). �
2. [X] De minimfs exception. [Plan SecGon 4.05(B)]' If the Participant: (i) has an Accounl that does not exceed 55,000; (ii)
has not made or received an allocalion of any Deferral CoM�ibulions under the Plan during the lwo=year period
ending on the date of distribution; and (iii) has noGreceived a prio� Plan distribulion under this de minimis exception,
lhen (Choose one ofa., b. or c.J:
a. [X] ParticipanE election. The PaRicipant may elect to receive all or any portion of hislher Account.
b. [] Mandatory distribution. The Plan AdminfsVator will distribute the Participant's entire Account.
c. [] Hybrid. The Plan Administrator will distribute a ParlicipanPs Account lhat does not exceed S
and the Participant may elect to receive all or any portion of hislher Account lhat exceed5 S but
that does not exceed' 55,000.
3. [X] Age 70112. A Participanl who attains age 70 1l2 prior to Severance from Emptoyment may elect distribution of any
or all bf his/her Account.
4. [ ]� Specify:
[Nofe: An Employer need nol permit any in-service disMbutlons. Any elecfion must comply wilh ihe disfribufion resfrictions of Code
Section 457(dJ.J
21. oDRO (4.06). The oDRO provisions (Choose one ofa.,, b. orc.):
a• I� APP�Y•
b. [. ] Do not apply.
c. [ ] Specify:
22: ALLOCATION OF EARNINGS (5.07(B)). The Plan allocates Eamings using lhe following melhod (Choose one or more ofa.
fhrough /.):' .
a. [X] Daily. See Seclion 5.07(B)(4)(a). �
6. [] Balance forward. See Section 5.07(8)(4)(b).
c. [] Balance forward with adjustment. See Section 5.07(B)(4)(c). Allocate pursuant.to the balance forward melhod, except
treat as paA of the relevant Account at ihe beginning of the Valuation Period % of the contributions made during .
the folloiving Valuation Periad:
d. [] Weighted average. See Seclian 5.07(B)(4)(d), If not a monlhly weighling period, lhe weighNng perlod is _
e. ( J Directed Account method. See Section'S.07(B)(4)(e).
f. []. Describe Earnings allocation method:
[Note: The Employer under Election 221. may descnbe Eamings allocation melhods from the e/ections avallable underElecfion 22
and/or a combina�ion fhereof as to any: (i) Participant group (e.g., Daily applies lo DivisiorrA Employees OR to Employees hired after
x" date. Balance.forward applies to Division B Employees OR to Employees hired on/before 'k" dafe.); (ii) Contnbution Type (e.g.,
Daily applies as to Discretiona,ry Nonelecfiv,e ConM6ution Accounts. Pariicipanf-Directed Account applies to Fixed Nonelecfive
Contribution Accounts); (iii) investment fype, investmenf vendor orAccounf type (e.g., Balance /orward applies to investments placed
wifh vendor A and PaRicipanf-Direcfed Account applies fo investmenfs placed with vendor B OR Daily applies to Participant-Directed
,4ccounfs and balance lorward applies to pooled Accounts).)
23. HEART ACT PROVISIONS (1.31(C)(3)13.13). The Employer elecis to (Choose one ol a. or b. and c. or d.):
Co�tinued Beneflt Accruals.
a. [X] Not apply the benefit accrual provisions of Section 3.13.
b. [] Apply ihe 6enefit accrual provisions of Section 3.13.
98781-01 (eNective December 1 2016)
m 2016 7
ENgl61e 457 Plan
Distributions for deemed severence af employment (1.31(C)(3))
c. [� The Plan does NOT permit distributions for deemed severance of employment.
d. [X] The Pla� permits distributions for deemed severance of employment.
24. VESTINGISUBSTANTIAL RISK OF FORFEITURE (5.11). A'PaAicipant's Deferral ConVibutions are [Nole: 1fa Participan�Yncurs
a Severance from Employment 6e(ore fhe specifred events or condifions, !he Plan will forleit the PaRicipanPs non•vesfed Account.
Cau�ion: if a Defercal is su6jecl fo vesting schedule or othec substantial risk of /orfeiture, if does not counf as a delerral for purposes oT
the annual deferraFlimif unfil the yearit is fully vesled.] (Choose aN4hat apply o(a. fhraugh d.):
a. [. ] 100 % VestedlNo Risk of Forfeiture. Immediately Vested without regard to additional Service and no Substantial Risk o/
Forfeiture. The following contributions are 100% Vesled:
1. [ ] All Contributions. (skip la'25.)
2. [] Only the following contributions. (select all thaf apply):
a. [ ] Salary Reductfon Contributions.
b. ( ) Nonelective Contrihutions.
c. [ ] Matching Contributions.
b. [] Forfeiture under Vesting Schedule. Vesled according to lhe following: '
Contrlbutions affected. The following contribulions are subject to the vesting schedule (Choose one or more o� 1., 2. or 3.):
1. [ ] Salary Reduction Contributions.
2. ( ] Nonelective Contri6utlons.
3. [ ] Matching Contri6utions.
4: [ ]. VestingSchedute.
Years of Service Vested Percentage
_ %
_ %
%
_ %
% �
For vesting purposes, a"Year of:S.ervice" means:
5.
,[Nofe: If is extremely rare to apply a vesting schedule fo Salary Reduction Contrlbutions:]
c. [] Substantiat Risk of Forfeiture. Vested only when no longersubject to the following Substantial Risk of Forfeiture as
fallows:
Contributions affected. The following contributions are subjecf to the substantial risk of forieiture under c. (Choose one or
more o11.. 2. or 3.):
� 1. [ ] Salary Reduction Contributions.
� 2. [ J Nonelective ConVibutions.
3. [ J Matching Contrihutions. �
Risk Provisions: Vested only when no longer subject lo the following Substanlial Risk of Forfeiture as follows (Choose one of
4. or 5.):
4. [ J The Participant must remain employed by the Employer until , unless earlier Severance from
Employment occurs on account of dealh or disability, as the Plan Adminislrator shall esiablish.
5. � ] Specify:
Additional Provisions (Choose d. if applicable)
d. [ ] Specify:
FORFEITURE ALLOCATION. [Plan Sections 5.11(A) and 5.14] The Plan AdminisVator will ailocate any Plan forfeitures (Choose one
ofthe lolfowing):
e. [] Additional Contributions. As lhe following conlribution type (Choose one o/ 1. or2.):
1. [] Nonelective. As an additional Nonelec6ve Conlribution.
98781-01 (eHecQve December 1, 2016)
� 2016 8
ERgible 457 Plan
2. (] Matching. As an addfGonal Matching Contributlon.
f. [] Reduce Fixed ContribuUons. To reduce the following fixed cantribution (Choose one of 1, or 2.�: •
1. [] Nonelecttve. To reduce the Employers fixed Nonelective Contribution, .
2. •[. ] Matching. To reduce the Employers fixed Matchi�g Contribu6on.
g. (X] Spec(fy: Forteilures will be used to oav reasonable Plan exoenses
• 25. TRUST PROVISIONS. The following provisions apply to Article VIII of the Plan (Choose as applicable; leave blank iF not
applicable):
a. [ j Modifications. The Employer modifies the AAicle VIII T�usl pravisions as follows: . The
remaining Articte VIII provisions apply. .
b. .[] Substitution. The Employer replaces the Trusl with the Trust Agreement attached to lhe Plan.
26. CUSTODIAL AGCOUNT/ANNUITY CONTRACT (8.16). The Employer will hold all or paR of the Deferred Compensation in one
or more custodial accounts or annuity wntrects wh(ch satisfy the requirements af Code §457(g)'(Choose a. or 6., c. if applicable):
a. [Xj Custodiaf account(s). '
b. [ ] AnnWry contract(s). � ,
a [ ] Specify: '
[Nota: The Empfoyer under c. may wish to identlly the custodial accounts or annuily conGacts or fo designate a portion of fhe Oe%rred
Coinpensation fo be iield !n such vehlcles versus,held in Ihe Tiust.]
27. VAIUATION. In additibn to the"la5t day of the Plan Year, the Trustee (or Plan Administrator as applicable} musC value the Trust
• Fund (or Accounts) an Ihe following Valuation Date(s) (Choose one o! a. or b.):
a.. ,,[] No additlonal Valuation bales.
b. (X] A"ddltional Valuat(on Dates. (Choose'one or more of.1., 2, or 3.):
1. [Xj . Daily Valuatlon Dates. Each business day o( the Plan Year on which Rlan assels for.which thera is an established
market are valued and the Truslae or Employer is canducting business.'
2. [] Last day of a specffled period. The last day of each of the Pfan Year.
3. [ ] Specifled Valuation Dates:
[Nole: The Empfoyer under Election 26b.3. may descnbe Valuafion�Defes'from the elecfions avnilable ander Election 26b. and/or a
cambination Ihereof as fo any: (i) Participant gioup (e.g., No addiGona! ValuaUon Dafes apply to Divislon A Employees OR lo
Employees hired eRer :x` ilafe. Daily Veluation Dafes appty fo Division B Employees OR to Employees hired on/belora x" dafe,); (ii7
Confnbutiqn Type (e.g., No eddifional Valuation Dates apply as to Discreflonary Nonelective Contribution Accounts. The last. day ol
each Plan Yearquarter applies lo Fixed, Nonelecflve ContribWion Accou�ts); (iiiJ lnvestmenf type, invesfinenf vendor orAccounl rype
(e.g., Nn addltional.Valuatron Dates apply to lnvesfinents p/eced with vendor A and Daily Valuafion Dates apply to investmenfs placed
with vandor 8 OR Daily Valuation Dafes apply to Participan[-Direcfed Accounts and no additional Valuafion Dates appty to pooled ,
Accounfs).]
28: TRUS7EE (Selec( all fha! apply; feave blank !f not applicabfe.):
a. [X� Individual Trustee(s) who serve as Trustee(s) over assets not subject to control by a corporate Trustee. (Add additlonal
Truslees as necessary.)
Name(s) Title(s)
�Ila4e Ot Tequesla
�
Address and Teiephone number(Choose one of 1: or 2.):
1. [XJ Use Employer address and telephone number.
2. [ J Use address and telephone number 6elow:
Address:
Street
, City State Zip
Telephane:
9878I-01 (eHective December 1,2016)
O 2016 9
' Etigible 457P1an
b. � ) Corporate Trustee �
Name:
Address:
Street
: City Slate .. Z
Telephone:
AND,.the Corporate Trustee shall serve as:
c. .[, ] a Directed (nandiscrelionary) Trustee over all P18n assets except for the following:
d,. [. ] a Discretionary Trustee over alLPlan assets except for the following:,
29. PIAN LOANS (5.02(A)). The Plan permits or does not pertnit Participant Loans (Choose one o/a. orb.):
. _ a. [X� Does not permit. �
b. [] Permitted pursuant to the Loan Po11cy, �
30: ROLLOVER CONTRIBUTIONS (3.09). The Plan permlts Rollover ContribuHons subject to.approval by the Plan Administrator
and as furthar described below: '
Whomay roll over (Choose.one o!a orb.):
- a; ,, [ ] Participa,nts onlY•
b. " [X] Eligi6le Employees orParticipants.
Sourcesffypes.•The Plan will accept,a Rallover Cpntribution (Choose one o%c. ord.):
c: [Xj AII. From any Eligible Reliterrien( Plan and as to alf Coniri6ulion Types eligible l0 6e. roiled into this Plan:
d. .[ j. Limlted. Only from lhe (ollowing types of Eligible Relireinent Plans andlor as to the following Contribulion Types: .
Distiibution of Rollover Conlribu8ons (Choose one ol e., !, or g.):.
e._ "[X] Dtstri6utlon without restrietions: May elect distribution of hts/her Rollover Contributions Account in aceordance with
' Plan'Section 4.05(C) at,any Ume.
f: O No dlstilbuNon: May not elect to receive distribution of hislhe�'Rollover Contribulions Account unttl the Plan has a
distributable event under Plan Secllon 4.01.
, 9• '.� } Speeify'r: ,
31. 'EACA Automalic D'eferral Provisions (3.14). '
Participants subjectto the Automatic Deterral Provisions. The Automatic Deferral P�ov(sion's appiy to Employees who become .
Participanls after the Etfective Date of the EACA (except as provided in d. below). Employees who became Parttcipants prior to such ,
EffecGve Dale are subjecf to lhe faqowing (a. — d. are ap6onal): '
a [] All Participantsc All Participants, regardless of anyprior Salary Reduction Agreemenk uniess and untfl a Participant
makes an Affirmative ElecUon after the Effeciive Dale ofithe EACA.
b. [ j Electlomof at least Aufomatic Deferral amount. All ParticipAnls, except those who, on the EHecfive Date of the EACA.
are deferring �an amounl which is at least equal to Ihe Aulomalio Deferral Percentage.
c. [} No existing Salary Reducfion Agreament. All Participants, except those who have in e(fect a 5alary Reduction
Agreement on the etfecllve date of lhe EACA regardless of lhe Salery Reduction Contribulion amounl under the
Agreement.:
d. [ ] Describe:
� 98787-01 (eHecpve December 1, 2016)
� 2016 10
Eligible 457 Plan
Automatic Oeferral Percentage. Unless a Participant makes an Affirmative Electian, lhe Emptoyerwill withhold{he following
Automatic Defetral Percentage (select e. or fJ; '
e. [ J Constant The Employer will withhald. % oLCompensation each payroll period.
Escalatton of deferral percentage (select ane or Ieave blankif not aPplicable)
'I. []. Scheduled increases. This initial percentage will increase hy % of Compensation per year up to a
� maximum of - of Compensation. '
� � 2. [] OEher.(described Automatic Deferral Percentage):
Automatle Deferral Optional Elections
� L. .[] Optional elections (select all that apply or leave bfank if not applicahle) .
'•Suspended Satary ReducNon ContribuNons.if a ParticipanPsSalary ReductiomConiributions are suspended pursuant to a
provisipn of lhe Plan (e.g., disVibution due lo military leaye covered by the:HEART Act), then a Participant's Affirtnative Elecl(on ,
will.expire on Ihe date lhe period of suspension begins unless alherwise elected helow. - , ,
- '1: [] A P.arficipanPs A�rmalive Election.will resume after the suspension period. �' , '
Special Effectipe Date: Pravisions will he effeclive:as of Ihe:eadier.of the Eflective Date af tfie EACA proyisions of Sectlons 2.2. or
2.3unless othervvise specified below. '
2. [ ] . Special Eflec4ve Date: .
'. 32: In-PIan,RothRollove►Cont�butions. ' .
a: [ ] Yes, ailowed.
33. M-Plan Roth RolloverTransfers.
a: [ ] Yes. allowod.
98781-01 (eflective December 1, 2016j
OO 2016 17
Eliglbla 457 Plan
This Plan is execuled on lhe dale(s) specified below:
Use, of Adoption Agreement. Failure to complele properly ihe elections in lhis Adoption Agreement may result irt disqualificaUon of
the Employer's Plan. The Employer only may use this Adoption Agreement only in conjuncGon with Ihe correspondinq basic plan
document.
EMPLOYER: Villaae of Teouesla
By:
DATE SIGNED
Ullage of TequesW
TRUSTEE �ATE SIGNEO
98781-01 (eflective Decembar 1, 2016)
0 2016 12
, , , ,
.
�.. ,, . . -. .;
. `' .
�
- .°�.�. -
. . ,.. :.
.. .
,, , .
. ; . . .- : .. , ;
� ;.
: . EMP�V1/ER .
,; . �-
...,
- �� :.i . ' �� '� ;� .. ' . ' "= .,',. �:�..- ' #��:�sTRGM�[J'Y° .
� � .. `GREAT=INES7 t:IFE & ANNUITY INSURANCE COMFANY • .
° � REG;ORDKEEPING`SERVICES AGREEMEM';� '
- : -°`. :,...; ',_
. - _ ._
. . .. �.. , : : �
. .. ,, :__.
�. Employer shall mean the PlamSponso� or Plan Administrator asdictated tiy the context
' Employer:retains Great Wesf:Life�&Annuity Insurance:Company (hereinafterreferred to as .
'' "Empower"), a corporaUon wifh �ts horime office in Greenwood Village,� Coloredo, a,ndlor any�
successo� assign or .Eo perform ihe services de§enbed �n. this Recordkeeping Services ••. -
� ; :Agreemenf.("Agreement ) in:acco�dance witfi Employer's tlefined`conUitiution plan "Plan")
`establislied':pursuant to interrial Reveriue Code`of 1986.'as amended {°Gode"} Section 401(a);
� , - . ..
..,
�.. = : 401(kj ar 457@}. "Empowe�';and'Empower Retirement" tefer�.to the p[oducEs and seNices �
_ � offered in the �etirement rriarkets by: Great West'tiie & Annwry .Insurance Company and ifs -.
=-subsidiaries. = . _
,, ,
, ,
. . . _
". :, _. � TFie Agreement base_Agreement as well as the attached;5chedule of Services
"� ,a'nd a separatety'ezecuted fee schedule or fee_proposal:("Fee Schedule"): -�
, ; , � . , : �:: ,:: _
,: ,:` ,, . , , ..
, , i ',Services ProVided by Erripowerunderthis�Agreement
- �., . .
-a .. Ertipower will prowde theserVices to the Plan{s) as set forth in fhe Schedule of Services ,
-� �as a nondiscreUonary sernce providec directed by_Employe( in;eompliance:with :- -
- applicable �aws and regulatiotis Employer acknowledges.fhat the ser4ices of EmPower - ' �
- � ere.rtifnisterial and`do;notinyolve the.exercise:of:any`discreGon_thatwould:cause. ' -
� Empower Eo be a fiduciary or P.lan Administrator.as defned-unde� the Code, or the, `
_
`- <°`: Investment Adwso�s Act of`1940 or sfate law,.'as applica6le Tiie:parties;agree that ;:
�: purchases and saies':of securities aCthe';d�rection:of Plan : Par6cipants vuill:be'�effected' •
-_ `through. GWFS Equi�es, Ino ;'a' affifiate of Empower: instructions for.the ,
� -�purchase; sale exchange ortransfer of�shsreson Behaif of the,Plan shall be`tiansmitter! ,
. to.GWFS:Eqwties"inc forprocessing `,;
. ;s Empower's agreement to provide any o� aU; of ffie services set fortti in this.Agreement
per the'attached Scheilule of Services, is'confingent upon Gmely; receipt of atl information -
� Empower deems necessary to'support, sucli services(s).�,Empowe�.may provide specified
additional sennces,as Empioyer alid E�jpovi!er may.ag�ee.upon�in wiiting from:_time:to
-: Gme asdescnbed in: the Schedule gf`Seivices and Fee;Schedule: If'Empower-performs _ ',
any additional service(s); Employer agrees to pay the fees appiicable to sucti sen+ice(s)
II. Responsibilitles of�Employer�under thls Agreement. • -
Employe�,,a designated empioyee �;or a third party named m thefplan document (other than ,�
`':-Empowe�'or one; of its aff�liates),wiit be the 'Plan Adrtiinistfato�' antl ; named "fideiclary" for. -
" ,,,purposes of the if and;as applicable. Ennployer. is:solely [espansible for Qiisunng the..
,
Plan{s) fs;'quali�ed is;being opecated In accordance�with alt`appl�cable;�aws If'this'Plan is a
"`�continuafion of a prior pian, Employer represerits that this Plan does not o,ffer benefits that ar`e
':more restrictive than the prior plan'and that Employe�, and/or artyservice"provider5:fo� the
- ;�admmiste�ed such Plan in accordance with applicable law and.vuith the Plan ptoyisions-as'
_, . �_�yntten:and any changes:requ�retl by_Iaw.,Erriployecacknowledges that'it h'as,its own
- ,legal counsel to provide guttlance.with respect:to.the Plan and usope�ation �
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: SAforVillageofTcqucsta4�7� 1033:1G : ,
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� , : . �: �EMP�IIVER � �
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Employe� recognizes fhat Einpower cannot eFfectively ftie services and thet the Plan(s) ,,,
`canno#-operate successfulty withoutEmploye� coape"rdGon E.mp(oyer agrees to qertorm:all
. f duties descnbed in this documenfas:well as'any duties lt undertakes pursuant to•the terms.of '
;the applicable',Plan an.il/b[ Trust documents: ;. ; ' -
_ . .:. , :..• .• . , , ,. ,
A Providfng Necessa ,ry lnforrtiation -_
' 9 ':.Employeroritsdesignee;_includmg�any.tfiirdpartiesretained,byEmployer shall'- - •
-. , ,;;provide all:infomiaGon necessary:fo� Empower's•performance of the agreed-upo� ' �
.` services in a,manner anii format acceptabie t4 Empo"uuer �
...
2`. Each party agrees to bea�-'its own mterconn, ect transmission costs and to be �
`, '' ��esponsibte.for.its owrt acts and omiss�ons relatmg�to transmitting, receivi�g stori.ng `
.. � securing=and handlmg tlocuments::Each party, at its own ex'pense, shall use ,
commercial(y reasonable; efforts to'provide and malntain the egwpment,:;software,�..
'. services: and testi�ig necessary to effec6vely and rellatily send and receive elect�onic
documents Employer acknowledges that Empower stiall not bear any reaponsibility -
;._ , for any penalties or other_costs incurred as resulk ofi,Employer?s fadure, to provide
,;`such'information in a timely or secure rimanner. Employe�;further acknow(edges that ,, -
_ ':Empower may charge an; additional;fee as disclosed in ttie Fee Schedule if.any. �
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necessary mformatiob.is not provided in,a-timely man�eror in a format readily usable
.; by Empower.�•Emlployer agrees that`EmPower shall be`enhtled to fully [ely upo� the �
- ;-accuracy and completeness of inforrnation submifted'by a Participant,.Beneficiary
�. °`��Altemate payee, ERlpioyer and Employers cleslgnee;'and,that Empower:,will iiave no
:.duty or responsibllity to'verify such:information _ ,
3` Unfess. otherwise`agreed to in wating Employer agrees to make all Pa�ic�panY ..,
,eligitiility determina�ons,=enroll Patticipants through'enrollmentforms,signed by
Employer and�Vansmit enrotlmentmforinabon ta Empowe[
4� Unless otherwise'agreed to �n wrrting, upon the death'of a PaRi.c�pant .Employe� ,
-. . agrees�to prcvide;-Empowe� with`the name(sj af the.Qaitic�panYs,benefciary or,� °. .
, . ;;.: �• , : 6en'eficianes. , ,:. _ : - -
B Remftting ContribuGons and Allocat�on InstrucEfons „ ;�'-�. _
• Employer ag�ees to {emd initial and recumng contnbut�onselectronically wa;Empower.'s _
. Plan Sponsorwebsite, the_Plan Seryice,�:Center("PSC )
- manner. Contnbution cfiecks o�.wires and'paper allocation �r016e aceepted,for "_
� �ndividual Participant, qualifedtollover conVi,buGons and for tiulk transfers ofPlan .assets
,. .
- �trorri pnor.aendars, if.`applicable. Empower reseives fhe �ight to`chaFge addit'ional fees'as
d�sclosed in the-Fee-Schedule:for certain nonstanda�d cantnbu6on formats.. Employer '
'acknowledges that:Empower.�esenies fhe righfto either reject Confributions�rem�tted;�na
: ACH with'ouf proper proceeds or asses's::an additional proceseingcharge,and'Empower ,
:' ., . ,� reserves:ttie nghfto rejectall future AGFI Contribution remittances_fcom the Employer.; :
,. :' C FuIfilling Plan Document Responsibilities -
� Erriploye�`fias the sale; responsibildy tQ'ensure _khat the Pleri documents are accurate'and �-: ,
,_ ' : camplete and that the;Pfan i's being oqerated in:accordance with its3erms and applicable
- �law. If ihe_plan document is nof-provided'by Empowe�,� Ernployershal6 proVide Empower _
: ;< witfi a,si ned copy of:the P.lan:docuinent and all amendments to.'tfie Pfan docuPnent' �' -�
9
' - withln fhirty (30j days after sucfi document andlor amentlment is adopted ';.,
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SA for Vi[lagc of Tequcsta �3ST _r 10:31:16 :
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- , . : EN6P01IIOER
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Emptoyer s�iall be responsible;for ensuting that_any appliceble notice and disclosure , _ ;
requi�emen#s are being met m:confocmance witti°legal and;regulatory gurde.lines
�D Requ�rement'to Appoint a Trustee _
1' Employer has the sofe responsibiGty to determme whether to appomt a trustee that
:will provide trust serwces-to fhe Plan If Employer chooses fo fgnd the:Plan
„�exclusively through a Great West Life & Annuity Iasurance Company gFo,up annuity
� >contract; if avatlatile the`annudy contract may be used m Ileu:of a separate trust ;
`.agreement, and ; the�Employer wdl ti`e cons�tlered tfie deemed frustee tf a trust �
,,
:agreement is usetl fhe Employer agre�s to Fiave the trustee;execute such agreement
�nd all=other documents r`eGwred'iosestablisfi-and operate the frust
` 2`If Employer cf�ooses a custodial or iiust account, then 'the trustee or custodian must
�`;be able;to inter`face wi#h tfie recordkeeping m a passiJe" role and alP�as"sets
_ ;;must. be.`;transferretl to the omrnbus'custodial:bank aceount_ Employer aglees to `
;require the trustee or custodiah to p�ovide to:Empower all jnformation m the �
�. :possession of fruistee or custodian that �s"necessary..#o� the;pertormance.of ati � -
• -,_applicable duties'in this Ag�eement '�� � -
- 3�: l( Empioyer chooses to retain Wel[s Fargo Bank N A,("Welfs �argo } to;serve as a
, ��: Pian tcustee or custod�an Employer; agrees Eg execaCe=any and al1 docutiienfs �
`�reqwred;ta estabiish the 3rust or custodial account iF Empioyer; anolhe'r,entity or °,
. :named,employees senre :as trusteepf the Plan and Weiis Fargo does not serve;as -
`•trustee;::Employerag�eesto enfer i�to a custod�at agreement:ar other applicabie�.�
;.agreement w�th 1Nells Fargo for the [i�eceipt ofcontn6utions -
. 4.;Employer acknowledges that any cliange to.the trustee andlorcustodial setup or.
'' "'relationships during �mplementation may delay the Effechve Date
E Monitarmg Contnbut�ons and Approv,ing Distribut�ons`
1: Employer acknowledges its. sole respons�6ility to monifor the amount and/or
. Umelines's of cantnbutions`made to Empioyer's Plan(s);
2'�,Uniess ofherwise'agreed to m wr�Gng Employer agrees to a signature
> �. „'authonzation for`ail requesCs for dis�ibution allow,ed, under-tfie Plan -
- F Select�ng, Changmg`and Overseemg Investment Options
- 1 Employe� is �esponsible forthe selection oF all mvestmenE opt�ons made aVatlable''
:under the Piart ba'sed on .Employer'S_ mdependent evaluaUon orthat of its`registered
`: - ; adviso'r, co�sultant or broker as appUcabie;; �mployer ackriawtetlges:tbat
,:the Effechve Date;of tFie' Plan'stransitio� to;Empower; may be`tleiayed if there is_a``
� 'change;in the mvestment option seiec�ons As part of the recordkeeping`:services
, provided by Empower to t}ie Plan, tt�ie Plan s assets may be invested in � Great-UVest
;Life &'Annu�ty lnsurance`Company: groUp annuity confract and/or an a(ray of mutual
�. ;. ,. .
• funds (such annuity contract and/or �rray of_funds to,be referred to herei� as the `
- ' Investrrient Program ) Ernpower rriay add .delete and7or reptace availatile
„investnient opfions offered; in the Investmenf'Program iivith at teast sixty;(60) days „
wntten notice to�tMe Employer ot Pian fiduciary This no4ce shail expia�n the fund _
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change commuriiCate the;timeUne and efifective date of the fund chan�e;; provide ;
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SA,for V�tlage ofTequesta 457 � 10 � 1 Ifi;;,
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� ,•�infqima6on on fees received by Empower or an affiliate ftom�a fund company; and �
:;;,explain the Employe�s. or Plan fiduciary's.right to opt out: of the change: Employer or
•; • � Pian.fiduciary shal[,have approved such change unless Employer's.or Rianfiducia.ry s
written ob�ection is recgived by Empower within the sixty (60) day notice;peraod if the '
`Employer or Plan ,fiduciary promtles;:wntten ob�ection #o Empower with(n the sixty, (60)
�. :.. day.notice period; Empower.will'not•mahe the fund chartge at.issue: lf the Employer
or:Plan fiduciary`ohjecis to;the'fund,change, Empowec;may terminate this `
-`-Ag[eement, but.will continue to provide services to the Employer.or Plan:fiduciary for -
�at lea§t s'�xty.�(60) days after the effecdve: date of the fundchange;before:the ` " '
= : � ° `- -�;cessation of services,� . - . -
,{ . 2`-tf Employer seleCts investment opdoi�s outside the investment Program,;Empower: .
' _ _ ;may agree to7ecord,keep; such options as:part of its�services�under this�AgreemenE
- �`•subject to.Erripower's priorwritten approvai'; , - . .
3" If atlowed with the; (nvesfinent Progrsm EmPloyer may. request an atldition, deleGon, . •
and/or.replacementv�nth'respect to investment options_available�in the Pfan -'
Emp(oyer musf prowde Empower w.iEh notice of the int'ended change sizry (6Q) days
�� `:pnor to'the intended iiate_of the funcl lineup rriodificaUon . Empower.mu`sE cflnfirm, in
. - < wnt��g, its abdity: to adrriinister any requested fund addi�on's deletions andlo� _'
ieplacertients prior to:.these changes. being implerriented Once Empower receives, ,
- �� notice of such' fund change,request;;,Eriipower wili assess the Plan s;p�icing and tfie
. ;'.selected fund.company's administrative [equirements.; EmPawer reserves the'right to
decline a fund change �equest if Empoweris, unable to;administer the fund
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�eq`uested Additionally, Empower reserves�the nght to.: �eevaluate and� modify tfie Fee
;. _
:.Schedule as paK of fhe feguest, arid the Eiriployer aeknowledges that such�a fequest
-`� -`:could:impact the fee5:'paid by,the P.lan or Employer., The°Employecshatl.'provide' - �
'`�.- sufficient,notice:of;the;Plan:s desirea fund change to.provide Empower with the :. ...
-- ; opportunity to.conduct the,necesse and fo ensure that Plan pa�ticipants can '- � �
`6e providetl with nofification of fund,changes at Ieast 30 tleys prior to the�e#ective �
- 'date of the cha�ge .If applicable, Emplayer agrees to;cooperate with Eriipower ta
'c�eate and delive'r ali•necessary partic�pant communicat�ons 'and ack�owledges that
, tFiere may be an add�tional cost for such communicationS , '
� 4;If an investment-option; offered by a`third=party inve5tment option provide��and . '
� - '. ' selected by Employer is no Ionger availabie, Empower wiihnotify Employer as ;soon �
- '•' as.practicable after the third-party inazstment option pro'vider;notifies'Empowec. .. �
5.If Empioyer offers;Plan investment aphons Ehat ace record kept of_the
Agreement (°Outside Assets ) Emp�oyer hereby instructs Emporver to restriaf any-
'and al� fransfers, betrNeen tfie Out'side Asset§ and the Plan asseEs record kept under . �
_" <th�s Agreeme�t. 1f;Employer has selected a'Great-Vilest V11esYCife 8 Annuity ; ` �;
Insuiance Company annuity produci, Employer affirms.that.any provision(s} of the -
_' ;gioup°annuity coatracf to the contrary are,inoperable Hrith� resp:ect to the;Plart :. '
6;Employer acknowledges that prospectuses�for the selegEed mvestment options; as ,
i> - �°'apphcatile, wif{•be tttade avaflable el'ectronicaily througli one o� more wetis�tes' ',. -.
�nna,intamed by Empower.,or its affiliates (tlie °Web"sites°) . ; �' _
; G Acknowtedgement of Transfer Limitations . �
Employer acknowledges that the Secua6es and`Eicchange'Commisaion requires �nutual ;::;
fund;eompanies to establ�sh pfacedures;fa prevent market;pming,and excessive trading '
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SA for V illage of Tequesta 457 � 10.31_. CC - -
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Employer tiereby acknow►edges receipt and agrees to atihere to the terms and: _
' conditions of the Procedures for Compiying.with Fund : Company Market Tming-and , ;
. Ezcessive.Trad�ng Policies attached as�an exhibi# to this Agreement as amended f[om
time to Gme. . ' -
H , Paying Fees '.
� 1 The'inifiat Fees a�e as sef forth in the Fee Schedule,�group'.annwty contract ; if any -_
: =ar.:otherdocumenYsigned by the Employer, : � �
- 2":To the; eztent not.paid by�the Plan , Employer agrees to pay Empower for"services
provided to the P.18� :.: `,'''
�. 3�Empower reserves the.right to change ifs.fees upon sixty (60j'days advanced written .
'natice3o Employer _ -
. 4�All fees inust be pa�d,witliin thirty (30} days of Empowers mdoice to Employerunless
� ; anothet:arrahgertient has:6een pre;'approvetl.by Empower in_.writing.�in;the event any
'°�cha(ges or.fees reasonably antl properiy;chargeable unrle�the,termsoffhis -
, Agreement �ncludmg the annuiry'confract; Fee Schedute:or other applicatate �'
- ;documents signed by Emp.loyer remam unpaid"for,slxry (60) days, Empioyer instCUCts
� Erppower to.deduct such' charges from the Plan'and Employer. affirms thaE the plan `• �
°. : ;documerit specifically al[ows such deduction from.the Ptan.,Empower.will.notifji. .�
' Employer prior;to makmg this deductton and wiA continue to deduct charges and fees
: quarterly from the;Plan; until Employer prov.ides wntten. �nstrucfions`to reinstate biiling
•• •'To tFie extent thai:;fhe forfeiture or;ofher Ptan accounts��ru0uld not pay•Plan expenses
�=�nder the Plan d"ocument orthe Plan accounts'are_ins�fficient, Empowec is instruc.ted
��� ' ;to,altocate such f'ees to the Participant accounts and, to:the_investment choices in.
which the Participant accounts a�e'invested, on a pro [ata_basis usmg.Rarticipant
"� 2ccount and inve`stmerit option balance ratios as of the date deduction. ,
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5� Qther;Payments, Emp(oyer may duect Empower in writmg to deduct otlieE legihmate
� 'Plan ezpenses fro.'m�the�trust to the�;ei�ent'EmployeF has tletermined thaf:deduction is
- �;specifically allowe'd bythe.Plan document'and.to remitto'the party designated bythe �_
�. , �Einployer. Employer_agrees to amend the Pian document,'if necessary, ko provide for ••
�'the; paymenf of :e.xpenses from Plan"assets consistent- ihe-foregoing;, •. _ .
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6�Empower and/or one or more of its affihate.s.may receive feesfrom mutuaf fund `.
,�fam�lies and othe� investment providers forproviding certam.administrative a�dlor;
athe�:services :Empawer._will provide additional inPorr►iat�on upon requesf at any time
` ;:dunng:ihe term of,thES Agreement including, but not limited to,:at the tiegimm�g of the ' °
� :, teim of tfiis Ag�eement:and/or in flie`eventa'changeto;the lnvestment -. .
� Pragram is'inade as descnbed in Sect�on F:1.atiove: .; -: . °
III::General?Provisions -
` �` • � A Effect�ve 0ate and Renewal°. ; - z „ `
1'-The Ag�eertient sfiall�6e effecUve aS of the:E,ffective Date specifed in the S�griatu�e
. ;.:
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2-; .Untess:terminated in accordance with the applicabie provisions:of this Agreement, '
':this AgPeement stialt re�ew annuaily.'on the.anniversary of the Effective Date ,.' _'�
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-., SA'forVillageofTeques4��57`;.1031.7G: � - "
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. EMP�INER.::
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- , - ,B Notice _ . . ' : - �. � �
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1: UnleSS'otherwise agreed in wntmg =the parties shall submit any notice, demaod ,
- �; consent or othe� communicatioqrequired'or providetl;under this Agr'eement in writmg
. "-. and eif6er delive °personally set;by overnight delivery courier or senE, by certifed
' �. or registered mail, pastage prepaid� retutn �eceipt �equested,: to the representative
: tlesignated below :All notices 5hall?6e senf to Empower as set foith. below and to the '
,'. most`currentEmployerand Trustee_add�ess;on file with:Empower All notices_sent �•
. . � >shail�be.effective`upon�receipt - _
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.; 2; If senf to Empower Great-West Life 8 Annuity Insurance Company : �
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. � Retirement Ser,vices division
� , ' � BrenfNeese, Sernot Vice Pres�dent .
; 8515 E.�Qrchard Rd ` .
, " Gieenwood �ilage �C0 8011 T � .
Cc ,�; Great-West Life & Annuity Insurance Gompany , `
General Couns,el ,
:
� 8515:E Orchard Rd ;
� ', G�eenu'vood �Ulfage,�:CO 80111 : -
- �.0 Counterparts . - - �
• This Agreerrient may:be:executed simultaneousty by the; parties hereto m one or more -
,: , � separate'counterparts each when so�executed:;and�delivered; shalf be an •:
- originai but.all of wiiich shall together consGtute one and'fhe same instrument Each . '
" ' counterpart. may consist of a�number of; each signed by less tfian all,, but
� fogether signed by_ali;of ttie;parties.hereto - � "
.; ` � : . ��. D Bank Credit;Disclosure � . -
Empowe� or one of its affihates may eam credits andlor tnterest;on Plan as,`sefs awaiting �
`� irivest[nent o� pending distribution My,:credif§ o� inte�est ear�ed'tiy, Empower are '
. agg�egated :wdh c�eclits and%o��intere'sfeamed by; Empower.affiliates and wilf 6e used.to ..
.' :: defray the aggregate expenses for the maintenance of� bank accounts Emqower-will not _ ,,
� reEain credits andlor`interest`eametl in,excess of_such,mai�tenance expenses, butany
such excess will be retametl by:the bank - ',
, Credits`and/or interest aCe eamed from the use�.of (i) unmvested contnbutions rece'tved
� � too-late in the day or,notreceived in good orcler to b'e inyested same-day and (d) ,.'
proceeds from mvestment opfion�redemption§'wfiere Plan'tl�sfribution checks have not ' �
; been p�ese�ted forpayment by�Plan participants. Credits'andlor interest (i) to . � -
accrue on contributions on tfie date such•amounts�are deposited into fhe bankaccount• � •
• ancl end:on:the"date such;amounts a�e invested pursuant`.'to:Plarnparticipant.instructions
and (ii) begin to accrue on'disfributions on the dafe the check �s oron;the wire° .
_ da4e as.applicable :and end`on the date�the;cfieck is presented:fo�,payment,orwfien.the
,, .;,. _ . ,
wire clears again the accounf;°as appficable."Earnmgs of:cr`edits a`ntl/or mterest are af the
rafe,`the 6ank provides frorti time to time:
. `E '. • Erior Correction = - _ ` . .
, For-'purposes of this &ection,,"Empower" to'Great V11est Life & Annuity jnsu�ance -
Company:and certain:of its affiliates,` If Empower; as the'recortlkeeper>makes an error
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SA for Village of Tequesta �157 '10 3I J G ` �
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that results in an mvestrnent transaetion gain or:loss, and it{s brought to Empower's
attenhon.within-ninety (90).days after.tfi"e::Participanfstatemeot:date following the- � '
occur�ence of the error Empower"will retroactiVely correct.the e��o� 6y.putting'the �
Partiapant tiack in'fhe financial pos�tionwnere_tiie Participant.would have tieen had the
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: enor�not occurred,. However; if the Plan or affected Participant.knew�o�:.sfiould have'� , : •. :
• _ k'nown of the error 6ut failed, to: bnng it to Empowers attention :within ninety (90);days � '
° .� after the statement date-tollowing the occuRence ofthe.�rror,•the error-will:be corrected .
- • prospectively. , If a correcdon is made;af Erripower's,expen5e and resuif's in a_net-loss,_ � ' �
' Empowe�willbear"the loss: .However." tfie correction results in an unintended nef gain, .
� Eriipowe� will retain:the,gain as compensatioq for sernces proyided to the plan and to
' ' defray reasonable expenses, of the pleni;including offsetting nef losses as descr�bed _
:
• apove ` _
Under special circuRistances; Empowe��may consideran exception to the atiove�and .
make a correcGon at Empowers expen'se If Employer'requests�such an=exception , � '
' based on_the circurristances identified, a cor�ection will not be�unreasonabiyetlerned;, , �
basetl on industry sfandards: � '
- in:no eventwill Empowerbe for the expense:of retcoactive correct�on;caused
, by;an.error or miscominonication committed by a Participant; Employer, or;otherthirtl'
-. -, party_ Insuch case; Emplo'qershall mst�uct Empower how`itw(shes any resulttng '
'be allocated or loss.to be funded, -
., : . .
Reyiewof Reports. "The Employer and Pafticipants are'responsible for reviewing and •,
monttoring reports cega[ding�Plan activi,ty afraosactiorts antl investme�ts to'veniy;ttiatthe
investment5'intlicafed in ttie reports properly.reflect the investment instrucfions provided '
• , bytheEm"ployero�the investment,elections.made by Paitic�pants;.as:applicable: ` . ' ,
� `�- E[npowe�'s,.performance of its obligations`under this Agreement shall be conc(usively
�.� �. p�esumed to:be accurate �nless the.Empioyeror a Participant p[ovides Empower with � ' `,,
. . . _ propecnofice. of discrepancies. - � ,
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, . F Indemnification and'Liability..
Erripower agrees to��indemrnf}i the Employerfrom and agaiilst any and all ekpenses;: : �
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,costs ,reasonable attorneys' fees, judgrrients, damages,,liabilities
-_ ; penaities or coud awards-asserfed by a;thi�d party�(collectively; "Damages");to the extent .
resultFn from Em ow'er's:breach of thisA r" e" • -
eem nt ne li ence • r il "I '
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9. P. .. , 9 ,. g g ,o w Ifu misconduct: .
: NotwitHStanding anything to the contrary�he�ein, Empowershall.not be liable;to Em.ployer
: for;=and Employerwill;indemnify Empoviier from and against,:any'Damages_resuiting :
- from 1j any acts or.omrssions undertaken at:the direction:'ofthe�Employer qr�;a�y;.'' -
authoc�zed.agent thereof; 0�'2)'any.direc��on of'any, tfiird party?efained by,the-Employer
' to proviiie services relating to the Pian ;incfuding but not,limifed to. prior se.rvice:providers .•:
� _ 'in�estment adyisors; or any•autho�rzed�agent fhereof �� -
.. � Employer acknowledges itiat Empower;��its affiliates and the�rddectors officers '
employees'and authonzed.representa6ves are not respo�sible for.investment
' ,; performance of a�y Investment Options;under the Plan, �.
. [` ` .. -
G No:Uability for Actions of Prior Serqice Pr`oviiiers ' .
- Empower shall not 6e.'responsible for a'ny Damages �esul6ng fro "m'a pnor sennce. - �
provider's performance ornon=pefforiiiance of services oc�from act�on5 inactions or
- decisions, and Employer agrees to defend,: indemnify ar�dfiold Empower harmless" - �
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. ,SA for V iUage of Teqdesta 457 ' ' �.
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agamst al( such Damages Erripower shall have'no duty to.ve[ify;�.the accuracy or '
;correctness of services pecformed,pnor;to,the.Effective Date: ' � . `
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,� ;; H Publlc Re"cords , " . .
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": '. Notwithstanding any othe�Janguage irtthis agreement to the contra�y and in accordance
� �_�with Sec: 1'19 0701;-Florida Statutes, Empower.must keep and maintain thi's' �, . --
, Agreemenf and any=otherrecords associated therewdh and tfiat.a�e associated witfi the `
' performance the work described therem Upon requestfrom fhe Village's`cusfodian of
, pu6Uc records the Empower must provlde the Utlage with°copies,of requested reco�ds �
� , -. or allow such recor'ds to be inspected oc copied, a ieasonable time, in,accordance- - �
with accessand cosk�equirements of:Chapte� 11:9; Fiorida SCatutes: Should'the -° ` ,
; Empower faii to provide the public records #o ttie Village or faif to make fhem availatile ' �
, for-inspection or copying ; within a reasonable.time may be°subject to attorney s fees`and
costs: pursuant to Sec: 119:07.01 �Flo�ida Statufes and o,tfiecpenalties unde��Sec -
,. '119 10 Florida Statufes: Further the Empowershall ensure:that any exempt or .� '.
� con'fidential records associafed with thi5 Agreement orassociated witfi the,perfomiance
�. . .
of the work:: describeii,therein are not disclosed,ezcept a"s.rauthotized by la'w, for tf�e ,,' �
° °_ ,:, . .. dura4on af:fhe Agreement term and'following,completion of the Agreementtif the ,, :'.
�, ' Empowe� does not transfei the records to the Village ,Finaily;`upon completioq.of tfie
: Ag�eemenf; :the Empower•shali`tran'sfer;;at no cost to the`Viilage; ail pubtic;records in =�
possessiori of the Empower o� keep and mamtain public �eco�ds' the, Village� ',.,
, � 'If. the EmPower transfers a0 pubhc reco�ds to ttie•Udlage upon complehon of;the
� ; Ag�eement; the Empower shalf destroy any tluplicate public records,thatare:;exempt or •
.. � `confidential and exemptfrorri; public"records disclosure �equirements �:If the Empower -
- keeps and mamtains.�public records upon completion of #he Agreement; the Empower- �.
. shall meef.all appiicable requirements for retairiing pu6lic;records: °Records:.Ehaf ar�e
�' stored electrqnicalfy-must be prov,ided to the Villege upon�reguest from the":Village S_ �: �
:`custodian of putilicrecortls, in a fotmat that.is compaGble.witti:the Village -;
`technologysystems:° ; -. - " . ' . , .
. � IF'EMPOWER HA$ QUESTIONS REGARDING�THE APPL.ICATION OF CHAPTE ,R., �
1'19; FLORIDA STATUTES,'TO IT'S DUTY'Tb:PR01lIDE'PUBCIG '
- REI.ATING TO TH1S AGREEMENT; f'LEASE CONTACT THE'VILLAGE:CLERK; '-� ''
. � , RECQRDS CUSTODIAN:FOR THE-VIL:LAGE;;AT (561�"`768=0685, OR AT: �
� Imcwilliams@tequeSta org; OR AT 345 TEQUESTA DRNE;-TEQUESTA,, FLORIqA .. .
:. ;:;. -33469 :'; �
I. Inspector.General ' �� � � _ _ ,
. Rursuant to, Adicle Xlf,of�the Palm Beacfi County Charte�, ,the O�ce of the,lnspector:-
::.
General has,junsdiction to �nv,estigate municipat,matters 'Keview and aud�t murnapal
. '.' '' � contracts and other transachons and make'reports and recommendations mun�cipal
' .governing:tiodies. based on:such audits, reviews:orinvestigafions. All partiesdoing �
• business with the Village of Tequesta stiall fully. cooperate innth.tfie' inspector generai�in ;
ttie exercise.of.the inspecfor.general's;functions; authority andpower, The. inspector. :
� general has. the power to .fake sworn sta.temenfs,. require:tfie produchon of iecords and to
_
-. ; audit monitor mveStigate and inspect•t�ie actidities of the:Viilage; as well as contracfors
.• . , . ,
`. and lobbyists of the Village in order to detect defer prevent:and eradicatef'taud, waste,; ; ''
, � mismanagement; misconduct.and abuses - ' � „ ' '
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`SA for Village of Tequesta 457' �� 10 31.16' :' .
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, ;: 1_ :Mediation If there is a dispute ansing out of or relat(ng to this Agreement, the�pa�ties '
wtll make a reasona4le and good faith' e,ffort fo negotlate�6etween,themselves;a,.-, .
resolubon of the matter lf the partre"s ai�e una6le to agree�befween themselves and •to
tfie extenf that tkie parties are`not fegally barred'from,enkenng into mediation; the pafties .�,
• - shap endeavor to resolve anY dispute but o.f.or relatmg #o Agreement:py;participating
in:non-binding mediat�on The media6on shail tie condugfed by.a`,"pr"roa.te med.iatoragree ,
�� �" " to: by . both partiesor if the.par6es cannot agree; by : a mediatorselebted:tiy=JAMS- �
' �(Judic�al.Ar6itrahon and Mediation SeiVices) or. anothef`nationaliy [ecognized;, �
�. . independenfarbitratidn or mediation organization"to.which fheparties mutually>ag[ee,
� �?he cost of any agreed upon mediat�o'n�shap pe borne egually by the pafies; and each
party:shall,pay its own expenses .
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� 2.Litigation. if the dispwte has not tieen �esolvetl by non-binding mediatian' as provided _:
. �forin paragraph A a6ove within ninefy{9.0);days of the"initiabon otsuch p[ocedure;.either � "
,.,.
, party may initiate titigat�on, p[ovided tiowever,-tiiat +f one,'party has requested the.oCher
patty to,partiapate in mediation and the other party re�ects the prpposa( ro perticipate the
requesting party may=md�ate it6gat�on before the exptta6on oP the above pe[lod .,
` -K Governing_Law � .
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, This Ag�eerrient sha11'be construed and enforced in accordance with and governed by the
, •. laws of the Employer's stafe,of.residence wittiout�regard #o conflict"of lav� principles. ,
� _ , L. Termmation . -. , - - _
; : _ � . ,:. ' , . . '
'�This Agreement maybe te�minated by,either,pa�ty wRh sixty (60)_days advance wriften
nofice to the other pairty uniess Employer and Empower inutualiy agree m wnfing to a '
' �� sho�ter natice penod-; . , , „
_ 1`. EmPloyer acknowriedges fhat mutu�l fu�d, investmentopt�ons'w►II be paid within ::
.' � -`seven{7) calendar tlays:fotlowing tFie terininahon,date lny,estmentshelii under other
�' .`�contracts will be,4rarisferted in accordance'with the teims of such contfacts °°:- •_ _
,., . ' `. , ;: Employ'e� hereby.•�nstructs�Empower.to deduct any ;and all outstanding:expenseS and
;�: � "� fees owed to Empower-from Plan assets on_the termination date, unfess paid�by
,': Employer - �
�' � � 2,_ Upon'terminaUon of this Ag�eemen,t; Empower wtll cease to prowde services; and will
. have no furtherliabdity fo��such serVices. Employer acknowledges that afterthe -'
, � termination of this Agreement Emptoyer will be responsibte.forperforming all actions _
�equired to be 1ak'en witfi respect fo the Pfan; including but_oot fimited-to.:performing
� . appiica6le compliance testing and.processi�g of cont�ibutions,:loans and. �
; distritiutions anii;#he _disfnbut�on of forms to; Patt�apants �
`Upon �otice of termmation; Employer maq,request in wntmg that Empower provide
: ,, ; Employer, o� a.destgnated;success6r'service proytder; with Plan data and other.= .
�' ' ' ,intorrriation resitling on Empowers'recordkeeping system in Empowersfandard '
� ' - . '. � � ..foimat:or otherwise readily,available�a's deCermmed in�khe sole judgme'nYof Empower -
. :.
`: Empower wil� �v'rork with. Emptoyer and any successor servtce provider in. a. .
� ;. . reasonatile manner as any such Uansition is:made Eisiployer will-prom'ptiy'reirtiburse ,.�
_ ._
' `= ' anyfees, costs orexpenses incurred`byErtipower in connectibn tivith tiie'provision of
. 9. � ' .
SA forVillagi, uf Tequesta 4S7 �,� 10.31'7 G., -
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- such records and ather mformahon m excess:of Empowers s[aridard format
Employe� agrees to assisf'Empower;to facilita,te such`distnbutions -
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3 If the Plan termmates Empower;may uUl�e any procedures'promulgated by #I�e
U S. Department of.labor if applicable, o� otherapplicable �egulatory agencies for
�I , �' a6andoned or" .
orphaned plans, includirig the faalitation of di5inbudons>to
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Payees and any other requi�ed plan te�►ninaUon requ�remenfs
M Surv�vat ` -
The'pro�isions of the followiog secfions s�all suniive the tenrnination of this,�qreement:
Paying Fees; lndemnifica�on and Liab�lity, No LiabiLty for Actions of Pnor Service - -
ProYiders Dispufe Resoluhon, Govem�ng !aw Terminabo� Survaval Seve[2bdity Third
_ Party Beneficiary Rig6ts Affil�ates Agenfs and Subcontcackers Force Majeu►�e Reeords
_ - _ Retenhan _lntellectual'Property�;Gonfidendahfy -Frivacy and Websites
N Modi�cabori; Waiver_and.Consent ' � '
9 Except as othen++nse provided in tfii5 Agreement, no mod�flcaGan or waiver ot any , �
'provision'of this Agreement and no consent�by either-party to any deviation from its
terms 6y any othee party shall be effective unless sueh "modificafion waiver or
'�consent'is in Wnting.and signed by;all parUeS:�:For purposes�of this section of this
.Agreement, writing signed by the pacties shall.be deemed to`iriclude electronic inail
' transmissions anly-�f such_t[ansmissions mclude PDF o� other facsimile fransm�ssions
` ' � ; clearly reproducing the manual signature of an officer of each'party who i5 authorized
Eo execufe an amendment,of this Agreemenf and specifically �eferencmg'.tfiis secGon
of t�is Agreement;:Any Empowe� poliaes ihak are attached to,this Agreementas.. � '; ,:;`
'exhibits may be mqdfied by Empower at a�y.time antl;will be provided tiy Empower _
� ` ;to Employer in lheir updatei7 form ;:
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2:7he modificat�on, viwaiver or consent sha�l be effechve only for the penotl,;on fhe �
'cond�t�ons and for the specific rostance and`purposesspeafied in such writing `
1.� _ ! . ,. .. .� �: ;� , ;�
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: ; ;. 3 Mutually agreed upon written modffioahons whlch alter the terrri's of the_Schedule of
_ „�..
-' � ': Services or fhe Fee Schedule or FeeProposal may be reflected in a new:vers�on of
,: : -. ,..
�: < - �such document � wiq;be prodticed by Em, power a,nd made _ava�lahle',to`
�Emptoyer, and wtiich shal(:replace atl prior ve�sions o� such document(s}"�
� 4 failure of�either party to msist on strict pe[formance of any of the ferms arid �
' condiLons herein shall not 6e deemed a warve� of any nghls or remedies ihat e�ther _
party,stialt have ar�ii sha11 riot be de�ined a'waiver of'any pnor g� subsequent default
�:of.the.termsand,cohditionsfiereof �`�
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O: Binding Eff,ect and.�ntira Agreement' : ,
1 This Agceement sliatl be binding upon and mure to the benefit of each of:the par�es
•' -. .#heir;successors.and permitted, assigns provided, however that neither party may,, •
'essign its nghts or obligations hereunder without the otfier party'"s pnor written
` consenYezcept as specified jn the Aifiliates ; Agents and Subcontractors �;secUon �
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SA Ior V�Uage of Tequcsta 4�7 IQ 31 16 -�
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2. � .Th s A ree
ment ;includm the.Sc edu e. e _.
. h i ofS mces- e
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� 9 , , g, Fe Schedule or Fee Proposal ,:
;1and any amendments thereto and all Sectioris attach'ed to and:made a part of this
- ' ..;.Agreement; are'intended by the.psrties a final:exqression thei� agreement and � F
.
� �as a:complete.and exclusive sfatement of its terms , No course of pnor�dealmgs ', �
. ;. "betweert the, pa[kies shali"be relevant oradmissible,.to supplement, expiain or va .ry `
� ':any.of ttie terms:of this Agreemenf.;No�oth'er,repre"sentations, understandingsor .
agreements have:been made or �eiied upon in the makmg of:this agreemenYother �
�; ;than-th'ose sp'eciTically set;forth herein ,
� - 3:. Th�s�Agreementsupersedes any and all,priorAg�eements covenng the services to
`be p�bvided to the Plan{sj.executetl or enter'ed mto pnorto. the. Effective. Date ofYhis
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f any wo�d, phrase, paragraph; provision or.section of this Agreement "sha11.6e held, .�. �
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cleclared, p�oriounced or rende�ed invalid void,,unenforceatile�,or inoperatiye-fo� any
- reason.by any court of competent�unscJichon;:govemmen4al:authority, ,statuEe or
. otfierwise;_such holtliiig declaraUon;,pronouncementorrenderingstiali not`adversely; �
,, �affect o{her.word; pfirase;�paragraph, provision or section of this Agreement,.which
' 'shall othen�vise rema�n m full force and effect and be enforcetl m aecordance w�th its
terms . � ,
Q Aut6on2edPersons�' " ' - '
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Employer will provide Empower with the; names �of the person(s) authonzed to give :
inst�uctions on Err�ployec's tiehaff with',respect to.the Plan and/ot to.provide documents,
, _ _ . matenals a�d mformat�on on Empioyers behalf with respect to the Plan(s) `In performing ,, •
ser'vices.hereunder, fmpowe�shall be enBtled to rely upon dhe insfructwns, `documents °�
.
mafenals: anH mforination.fumished by such pe�son(s) or tiy. any other person reasonebly - �
believed by. Empowe��to .haVe the authonty�to fumisti insteuctions; documents materials �
and,information with;tespecYto the Plan<on Employers befialf •" -
- - R Independent Cont�actor: - � .
Empower shall function as an�independent contractor for'tlie purposes oP th�s'Agreement
-_ � , `and shall;not-be considered an erriploy.ee fhe Employerforanypurpose.:Nothing"in"
this`Agreement shall b'e mterpreted•as authorizing Empower or its agents andfor
� eriiployees,to act as an agent or �epresentativ,e:for or on tiehalf ofthe or.to
� � �� ,incuranyq6ligafion-of.anykind�on•the :� � � , -
� :S Legal'and Tax A:dvice - �
- - The comp�iance and otherservices provided' by Empowec are;admirostrative; in natu�e: ,
- Nofhmg in-tFiis Agreement is intend`ed to,constitute:legaf oc_faz�adyice from.Einpower:to� .
,. Employe�, oi to any other party; Und'er. no arcumstance'will Empower provitle tegalor-tax �, • `
ativice fo the, Employer .Plan, Plan:fiducia`ry.or Participants: Alf issues should be
� reviewed'and discussed witfi.�mployer's IegaFcounsel and/or tax adviser �� -�.
` �: :T Third ParEy+;Beneficiary;Rights
- This Agreeinent is, solely for ftie benefit:of the.parties hereFo and their affiliates and is not
- intended to_confer any nghtsor remedies upon other peisqn, '.
�rt ,
SA for Village of Tequesta 457 =10 3 i. l6 ' : � �
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U AfFliates, and Subcontractors
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• � Emplayer hereby acknowledges and agr�es thaf:Empower may assign any:interest in#his
-Rgreemenf.fo and w1( utilize tf�e services of any_affil�ate within its controited group to ;`
perform any services nfthis Agreement���mpower may peiform any of the.setvices :� ��
- descnbed;in;this Agreement through agents vendors suppliers and/orsnbaontractots
,, selected by; Empower. Empower s retantion of;any agenY;or subco�tractor will not �
- ho.tivever, consdtute'an assignment of any of Empower's �ights or'relieve Einpower of;its
obligaGons hereunde�. No'twithstandmg �anytbmg:`'containea in this Rgreeinent to the�:
' " contrary �rrno evenf wiif Emp'ower's vendors su6contracfors or thi�d party suppliers have
any' liabihty,to Employer or the;P�an under or in connectloii; with this Agreement or ffie'
senr�ces rendered he�eunder :
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�. Neither Empdwer nor;Employer shall be liable to t6e other for any and all tosses ' `
. dainages costs charges, counsei #ees payments expenses or f�ab�hEy due to delay or ,:,
interrupt�on�m perforrri�ng Rs otiUgations;hereunder, antl :without the or negligence of
such party,'due to causes o� condifions:heyond its control�:�ncluding without.l�mitatton.,
` (abor disputes nots, .war and war hke bperadons of terronsm,�,epidemics
exp(osrons `sabotage„acts of God civf) d�sturbance, gove�hmental;�estriction,
transportation problenis faiture of powet or other utihttes irictudmg'phones mfemet "
disruptions 'faifure of:supplies or su6contractors; fire`or other casualty naEu"r'al disaste�s
or d�sruptlons in orderly trading on any celevantexchange;or market, �ncluding disruptions -
due;to extraordinary�market vo�ume that;result in substantiai delay in feceipt,af cqrtect
; _., ,
- � > " dafa or ahy;other cause that:is beyond reasonable control of either pa�ty;". '�
; W Record Retention , -
Em�power sfiall retairfall records �n ds ctlsfody and control that are:"pefinent fo
performance under this Agreeinent m aecordance with its record retenhon policy as
amended itom time to hme Empowec sliall make;such records availabie to Employer for
' � inspec�ion and reproductron upon Employe�'s reasonable i'equest and
' at Empioyef's expense ; � ,-
� < -,
X Intellectual Property:, � -
� _ As between the pa�ties hereto :Empowe[ �ts affi6ates shali owq: afi matenals
documentation, user guides fo'rms tempiates, businesa methods t_rademarks
..:
tradenames,.logos Websdes,: software;,compute� codes domain names, text, grapf�ics,
„ .' .� �. photographs;�artVuork;`;interFaces and,other mfortnafion or.•:iiiate�ai provided'hy Empqduer
' or,its affiliates hereunder �coilectively "the "Empower IP ) 1'he temi "Empower IP shall not -
� ; include Employer Data;{astiefined befow)�-Empower-grants"10 Employera nonexctusNe,-,
�non-transferabCe and non su6licensa6le li.cense {o use dunng�the 7erm .
sofely for purposes of using Empovire�s serr�ces'hereunder,and subject to fhe terms and.�
:: �- :.. condi�ons.Set forth �n,this Ag�eement AA::nghts;with respect`to the'Ernpower IP not
:: , .. ,
- specificaily;granted hereuntler are reseNed by Empower "
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As beEween khe pa�t�es hereto'Employe� shall own all matenats data, trademarks,
tradepames' logos and other information" prowded by Employer or othervwse made ,�
;.� ; : accessibfe Gy Empioy,er via the:sernces or in connectfon with the use ar ope�aUo� of the
seni�ces (coilect�vely ;the Employer Da#a ) Empioyer Qata does, not inclutle`data a'nd
. iz -
Sh'for Village of Tequesta 4S7 ',�a 0 31 16�:
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: . ENIPOWER:`
�z�r�i��r��r�r:° -
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informat�on in the form supplied by Empower to Employer - Employer granfs`fo Empower
a nonexciusive nontransferable aqd nan sublicensable license to:use the EmployerData �
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in connecfion w�th �s provis�on;of the services `aritl a§ perirntted in;thi's Agreement
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Employer grants Empower a limited revocabie nght and li�cense fo:use the t�ade name
� logo or trademark owned by tiie Employer ( Employer TracJemarks") �� matertais created, .
.:
by Empower for the `purpose qf. promoUDn adverfisement or prospecti�g for new chen4s,
, �nctudmg without limitation eny media �eleases Requests for.Proposals and sales '
presentations provading that.Empower agrees to attribute the�ownersh�p of.:'Cfie Empioyer
T,rademarks Empioyer as part of the use Upon termmation of tijis Agreement
Einpower agrees to return fo Employer `or destroy (to the exfent practicable) any
Emplayer Tratlemark.matenals�and�cease the use of materiais contam�ng Eriiptoyer
Trademarks;• except for materials refa�ned by EmPower pu'.rsuant to its record retanUon
policy i
�Y Co�i�dential information -
1=1n ortle� to pertonm the services bath parties"may have,access�to certa�n �nformation
; af the other party ;mcluding without:fimitation; trade _secrets and comme�c�ai and `
: competitively�sensit�ve infoCmation ofthe party relatetl;to business mefhotls or
_ ;practices and =propnetary:software�or 1Nebsites of the`parky,:and other•information
- �:of tiie`party tfiatthe party as;Confide�tial from�time to time ("Confitlential `
,;lnformation ) For'the:purpose of clarity any software,or Website suppiied by , -
" ;�mpowe� ( Erripo.werSoftware"} is,Gon.fidentia� InforrilaGon of Empowe� ;The parites
mutualiy agree to`hofd aIl,Confidentiat lnformation of the otherparty m confidence :
usmg it;solely forthe purpose of performir�g or rece�ving serv,ice.5 untler,this
`� �Agreement and shali not disclose a�y GonfidenUal Inforrilat�on of the other pa to
anyone;except the parhes affiliates suhconVactors and�respectwe personnel as ;;
may be:requ�red.fo perForm;such serv�ces.:Each party';agrees to retum the other ;'
�party's Gonfidenfial �nformation once; tt is no jonger requ�red for:the purpose of -'
� ,;:performing or receiving fhe'semces; or destroy such Confidentiat Informatton �f so=-
- -;instriictetl by the.other pa►ty prov�d,ed that Empowershall'not be obligafed to de "stroy ,
,`cop�es=of Confiderifial Information ih'ak�++rould:be commercrally,impracticable to locate
and destroy (such�as infor`rimation conta�ned on archivatsystems} and provided "
�further that Empower may.,retain c6pies of ConfidenLal;lhforma4ion as requiretl per ifs
. �-records _reten6on•policy ,Confidentiai,lnformation shall;.not mclude inforrimatron whi.ch r �
`is othervvise m the;public domaln through no act�on of fhe non=disclosing:party or;
' '` .rnformation which`.is acquired by the'party from a person other than the other party or
_its agents without'anyo6iigation of eanfident'iaUry or=infomiaGon,which is`,known`tiy or
fndepend"ently deveEoped by the party pnor to the Effect�ve Date`of th�s Agreement as
.;demonstrated by wntten or.other legally competent e�idence �' _
, .,, . ,
� -.. : 2,In the event a party makes an unauUionzed disciosure•For use of Confidentiai
_ lnformation of the:other party or receives notice that �twilf be reputretl to make a _
, fegally requ�red disclosure of the otlier party's;Co�fidenUal Information such party .
`' ` ; :shalinofi theother a ` '
. fy p rty:of the disclosure as'soon as: practicable In fhe
` , :event a party is tegally compeiled to;clisdose`Confidential tnformation, it.5hali notity
the'oth,er party an� cooperate with any sfforfs by suCh party to obtam profecGve; ,
treafinent of such;Confidentia! Infarmat�on to;fhe extent.permhted by laW;;Bot6 �parties
;acknowiedge and,°agree:#hat fa�lure�o comply:with this section;may cause i�reparabte
_harm to,ftie party tiNhose Confidential information is disciosed`and accordingly agrees
_ that any,court having �unsdiction m�y enteran ordec for equitatile reiref, includingan
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SA`forV�pageofTequesta457 l0ai 16;_,
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- �; �qjunction, or an'order fo,rspecific performance m the event of actual or tlireatened
° ; breach of any of these'confidenfiality provisions by eitfiee: party: , � �
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1,�' Empower and Employeragree to.maintai'n and hold i.n confidence all Nonpublic .. -
�_ :�Personal Informafion:("NPI°) received in�connechon with the pertormance nYserVices � .
, under.fhis Agreement.'NPl mcludes;personally identifa6le financiai mformation_as �
; defined by Title V of the Gramm Leach Bliley Act. Empower witf not use; or disclose .
- � NPI to any third party other than aff,ihates regulators, auditors =and services
f;providers without Employer's express wntten consent; except as permitted or :
. ;:required'by Iaw.:Any third party seniice provider refained:by Empowe�,tfiat has -
:: .
', access:to NPI shail' agree 'in wnting4to b.e=tiound by'confidentiality and non-disclosure "
- ; �provisions to use such NPl oniy in,connection with the:pro'v`ision of services:.: � '
: r hereunder. Empowe�5 current Pnvacy Notice is attachetl to ttiis Agreemenk-as3he
.. Priyacy NoUc,e Ezhibit:,By executing thisAgreement,:Erripioyer.acknowledges'receipt .
: `of said pohcy: Such policy be;tipdated:penodically by-Empower. ,Er`npoweeshall
-, . - �^implement and mamtain dunng the term of this Agreerrient•technical,;organizaUonaf
..,
; and secunty measures antl pracUces that a�e,�ntended'to {i) mamtain'ttie �ecurity•
� ' � , and confidentiality of the:NPl• {ii}.p�otect against reas'onably aynticipated, threats`or
� ' • `haza�ds to the'secunty or.integrity.of the NPI; antl (iii) profecf'against reasonably. , .
=� .an6cipated unauthorized�access,-use; modificat�on;'disclosure or destniction of the .
' , -NFI' •., - � .. �,,;. ._. •
� 2�. Employer hereby'agrees that general Plan information;wf�ich does not contai�� NPI
=may be;used by, Empower in response toRequest5.fo[ Proposals and:�fher .:'
=publications and;presentations � .
� ' . 3'� For purposes of-Ru1e;'i4(b)-1 and Rule 14(b)Q of the�SecuriCies Excfiange Act of: �' .
� .- 1934, as from time to hme, Employer hereby:authorizes Empower;<and/or
'its affiliates and services-provitlers to provide the name, addiess and sfiare position
of the Plan with re`spect;to any class`;of securities registered under the lnvestment'
_ �Cornpany Act of,'1940 when requested by such SEC r'eg�strant for purp'oses of :,`.'
:: sha[efiolder meeGngs The:above-referenced Rules prohibit the `requesting SEC �
� ,registrant from.using th'e�Rlan s name and aiidress forany puipose other than� '
_ �":�corporate commumcations the,type contemplated under2he Rule"s: ` - -
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, AA Wetisife Services �, �. �. ; -
. Empowermay as set #orth in the Schetlule of Senrices host maintain antl provide .
certam mfomiation orra website or websites (tl7e".Website;Services°:) for one'or mo�e of
the fo(lowing purposes: 9)'access by Plan participants to�:ttieir accounY informat�on and �
; investment information and 2) access py Employer personnei.for-administrative .
purposes`in-connection with maintenance of the.P►an ln `.the event Website'Services are
.;prov�ded to' Employer,: Employer agrees;to the.foilowing.te�ms and cond�tion'ss � ' ,
�.
; 1 Employer will not remarket or redastnbute the Website Servicesor make any portion,of
the WelisRe Services `va'la I`' .
a � be oa i' '
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t nyth,rd.patty,,except.its:Flan articipantsand:..
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. � adminisVative. e'rsonneffor•:use ln connecGon wi h the, e si e S . -.
t W b t e r v i ce s, E m l o e r� w i l l b e
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" „solely responsible.for (a) mamtaining al� communica�tion 6nks, appr.opriate network -'�.' ,
_ information secunty measures'and�ottierhardware; equipmenGand/or . .
to access,the. Websit"e~Services;°and b; rotectin the securi ': and inte ri.of an `user
. ( )A 9
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;, ' . , identifiers and passwoCds issued to Employerhereuader and for any' acUvity under such. :
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SA for Viltage of Tequesta 457 >10.31 T6, " .
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,.,passwords:. Employer.acknowle'dges and;agrees.that terms:and condit�ons sef:forth on ttie
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- website wiil be bmding .on users of the-websife, Employerwill not (x);modify or.reverse •
engineer any-webs�te, (y) remove or obscure any P�opnetary notices (from any Empowe� IP �,
., ' a,ndfor (i)sell ,assign,.:�ent loan,_or otherwise t�ansfer or make available anyErrmpower IP to �
• - any;third parry; provided thafiEinployer may rriake Empower.IP availabl� toits Parbc�pants and '
. - ' Rlan advisors as.needed`to use the services hereunder Employer will :cottiply,with applicable . -
= laws`and regula6onsin connect�on with;use of the Website Seniices. ; 1Nithout ; limiting�the ..:
,' foregoing, Employerwill noC,use the-1Nebsite-Seniices to;transmitany inforrlia6on (i) that
is,unlawfut; abuswe;'"intrusive-on a�other's pnvac."y hatassing libelous defamafory, .
; obscene, tfi�eaternng,;violates th�rd party,nghts'o[is otherwis,erobjectionable; _or.(ii) tFiat could
impair the Website Seivices or any other�party's�use thereo(;; Empower may termmate any
,use� passwo�ds invofved. imany breacli gf this Articie. .. -
. 2 :Employer'acknowledgesthaktransmissions:throughthe,mtemetareinherently •
unsecure 3tiat wrus pfotecfion„software1"firewalls,and other security: measures.are
-. "-foolp'roof, and that the Website'Services and. thei� content:are: not invulnerable to fraud or
. � FiacMng. In'addition, Employer. acknowfedges that Empower shali from'time to tiine' � ,
. -,. perfotm scfieduled,.of;erriergency.repair,`S vn the website"s;and.that such activiky,'o�:other
, , ci[cumstances beyond Empower's reasonatile.cootroi, may cause the VNetisite Services ,
to'be unavailable or delayed. EMPQWER DOES NqT:GUARANTEE (Ij,THAT `�. .
, • �INF.ORMATION AVAILABLETHROUGH.THE SERVICESGANNQT. BE HACKED; �>
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, � TAMpERED.WITH,�.OR MAL'ICIOUSLY'AGGESSEb.BY THIRD'PARTIES;°(II) THAT.THE �
�.. 1NEBSITE.SERVICES INILC BE VIRUS=FREE; OR (III) THAT THE WEBSITE:SERVICES �
' :WILCBEERROR-FREE��RVIIILL.BEAVAIIABLE �
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. ;... AGREES.THATfMROWER;SHALL NOT:BE LIABLE FOR ANY SUCN DELAYS;.OR
� , DQWNTIME IN,THE WEBSITE SERVIGES; OR FOR'ANY VIRUS OR=' ,
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� ; MAL'ICIOUS ACCESS;TO THE SERVIGES.BY.THIRD.PARTIES; PROVIDED�THAT ,
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-` E.MPQWER HAS IM,P.LEMENTED ANQ:MAINTA. INED SECURI'fY FEAl'URES V1fITH` ."'
:`RESPECI" TO THE 1NEBSITES�SERVICES THAT ARE CONSISTENl` INITH` "..
. • COMMERCIA[IY;REASONABLE INDUSTRY STANDARDS:. _ � � �
- BB �; Unciaimed Property : .
�th respect to any unclaimeii property; Empowe�'s stancJa�d policyis to follow state �
_ ...
. ; .unclaimed property regulationsand escfieat assets in those accounts to the.Plan or
, ._- ,. Parf�cipant's;state ofresidence based•on Empower's�records; By executmg':this
_ Agreemenf, Employer acknowiedges and�agrees.thaYthisstandard policy wili 6e applied �
. to�any"unclaimed property associated�with 1he Plan However Employer may;direct :
Empower;. in•wri6ng; to tteat tFie Plan's uaciaimed�property in a different manner If; :
. �. � Empioyer,directs Empowen to dispose of such assets in:any manner that differs from'or is
- inconsistentwith Empowers=standard Pqlicy, Erripfoye�:understand§ and agrees (a) that
it�is�solely_responsi6le�for,(i) determining whethe�,any�assefs m those accounts are :
` " a able to an State or other' unsdiction under a licable' escheaf or unciaimed ro e
;- , P Y, , Y. 1. PP P P rtY -�
- laws {ii) issuing properinstr.uc6ons to Einpnwer and_the,Trustee:(as applicable) as." �
to disposifion of sucli assets; and (b)�to;hold and toindemnify: and �ts `
• � affiliates,.directors o�cers agents and:employees (the ".indem.n.ified party from'a�d=' .
`"againsf,any antl all'expenses costs; �easonable attorney's.fees,_settlements, fines,
judgrr'ients, damages or court awards actually incur�ed in connectian witfi any-
� blaim by a,State or other Jurisdictlon regarding unclaimed property, property�"sub�ect„to.
' escheat'or other siniilar laws in.connection.with:tfie Plan °7hese,o6,Ugation5-:are in,
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addition to any�other:o6Ugations Employermay have underthis�Agreement; , -.
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" $A forVill�geofTequesta 457 ' 10 3i.:16:: ' " "
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' " Exfiib(ts Attached ' . �
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. °■ Prbcedures.for Comp[ying.with Fund Company MarketTiming antl Excessive -
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Trading Folicies � = - _
� �. Business ConGnuity. Plans _ : ' � �.
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,• The �mpower Family of Companies Nottce • ,.
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. - - Procedu[es for Gomplying;with Fund Company Market Tim�ng a�d Excesswe;Trading : �
Policies .. . -
Tlie pro"spectuses, policies and/or of certain fund companies require're#i�emenf plan. .
" : providers offering Eheir. fund(sj to;agree to restrict market timing; andfor excessive�traiiing ^.
�, (°prohibited tratling") in their funds: -The following ptocedures descnbe how we, as�;your' „
'.[ecorcikeeper;witl comply with fund�company instructions designed to:preVent or ri7infmiie =-
Proh�bited,tracling. ' .
Vanous fund companies instnict mtermedianes to pertorm staniiardized frade monitonng while , � `
'otfiers perform their ownperiodic monitoring and reqGesY:trading ieports when they;suspect that °:
an`individ.uaf is engaging in prohibited trading- If an mdividual's tr.`ading activity is determined to
'constitute proh�bited trading,�,as defned by the,applicable fund:.co[npany; the indioid'ual will'be
�'noUfied thata:trading.restricfion wiU be implemented if prohibited'trading does not cease-. (Some
fund"s may �equire that trading restrictions be_impiemented immediately without vuaming,�in �,vhich.
case notice of the restriction wiil be provided to the individual and if applica6le).-1f the :.
individual=continues to engage��in prohibited trading;:the individual_will:berestricted from'making . �
transfe�s info the identified fund(s)'for.a specified time.penod • asdetermined by, the applicable �
�,, ` fund company individuals„are'aiways permitted'to.make transfers out of the identifeif;fund(s), to, ,
: other availabte mvestment o tions. When the fund comPan 's restnction Penod has been' met � .
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olUs� snsrysp�s iunszlwsu! o/iou2. Mpsu lue (nuq cow b9U�2 l62 LIC OL 6BU0 92 66U W6 �
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f - . �f1Uq GOIUbSUt1;,�UQ(�igf)5�2 5t6:9;@l�nZ b6tIJJl�(6q �0 U15K6 �l9UZ�6tZ 0f1� 0� (�!6 IQ6U(I�I6q �(lUq(2) �0
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, ,' ;uqin;qns� coufNnez'fo'euHSaelu b�oNipiFeq j�sqiva•r{�e wqi^i nni�� ws�Cwa ..
- eg2s uotics:'o� �us �s2►ucpou nnip ps bConiqsq lo �us iuqiniqnsj suq i� gbb�icsp�s)� �� �us, .
- . �: .�`\CIIIQO�IItlj�.C6!(�Q1l6tttdC.uaaltl�'�eoutohoC�qoO�tl�{blot�iuitm6iiuiaontr,aes�' ...� � �` ' • :.,
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case notice of the restricUon •wilf be provided to the lndiyidua( and_plan, if appficable): If the
• -. indiwdual confinue§.to engage m prohibited trading, the individual will be, restricted from making
transfers into the identified fu.nd(s),for a specified; Ume period, as determined by the�'appfica6le ,
fund corimpany. ;In'dividuafs are always.permitted,�to make Vansfers,out offhe identified fiind(s) to
: - other availa6le investment options. `VVhen the fund'company's resEriction period has been inet,.
� the mdiviiival,wil4 automatically be allowed to resurrie transfers into {he. identified fund(s}_. -_ "
. Additionaliy, rf;prohibited trading persists the fund company may. r.'e�ecE all {rades iNflaEed by the
?. : plan, including;tradesof ind'ividuals-who�have not engagecl in prohitiifect trading '
� ` Note certain`plan sponsors tiave'o� may elect to implement planlevel restrictionsto prevent or � -.
��minimize indiVidualp�ohibited tracling; l'o the extent that such p.rocedures are effective, we may '
, nof receive : requests for. information f�om the funtl compan`ies or requests to implement 4he :
, restrictions'described above:. • . - � -
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10/16/07 . ` . - . ;
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•�SA far;Village,ofTequesta,457'.- 10.31:f6 • - � . , - . '
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- Business Continuiry�Plans .:
GWFS Eqtiibes Inc ,: a subs�diary of Great Wesf Life & Annuity I�surance:,Gompany and affiliate ,
of`Great WesEtife & Annu�ty lnsurance Company of New,York• ( fhe Company ) mamtains a�
comprehens�ve busmess contmuity plan designed #o respopd reasonably_and effeotivelyto events {
ftiat lead tois�gmfica�t business disruption, such`as natural disasfers powe[ outages; or other.:. `
eVents of varymg scope This:pian defnes cnt�cai functions a�d systems; work - ,
- locations vitai booksand recqrds and_staff resgurces,'antl provides for the conUnuation oE �
busmess operaUOns with ininimal impact depending on�tFie severiky and scope of,the d�sruption -
The plan is°,reviewed:and tested no less than once annually to ens,ure that the infofmaUon in"the
plan is kept_current`and that dboumented recov�ry and�con�nwty strategies�adequate(y support
, its�business nperaGons �Of ukmost �mportance to the plan is the abilityfor customers!:to mamtain
'access ta secunhes; accounts±antl as'sets in those accounts
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, in'the eventi that one of the Ca{I Centers or back affice operation feci6t�es_becomes unavailable
For any rea'son caUs�would be re routed to one"of tt#e flm'►'s altemat�ve rr.all,center or:operations
;factlires _
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In #he evetlf of a significant bu5�ness tlisruptron fo the �nmary office andlordata center, access �o ,
customer,acaounts;will be prav�ded via;the Corripany's Web site antl voica response:isystem- .
,
;: operated from an aitema6ve data "center CustorrtefService will conUnue to be provitled by re- .`
.rouhng telephone calls to a Call Center`Iocated an one or more altemaWe sites locafe�outside of
� ; the region :; _ _; _
' While no aontingency plan can elimmate the nsk'of busmess inter�cipt�on, o�, prevent tesnporary �
delays with.account:;access _ ttie �ir[n s conUnuity: plan �s intended,to m�tigate`all reasot►abie nsk ,. ,�
and resume crGt�cal husmess o.perations within 24 hours:o� the ne�itbusiness day wtilcheveris
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`Record keeping and atlministrative services are provlded by Great West Life & Annwfy
` Insurance Gompany, and in.Mew York, Great West L'ife & Annu�ty Insurance Gpmpany,of
- .. .New York,;or one ;of its subsidiaries'or affilfai'�s Secur�tie's affered:in our account may be
Y
" � offered through another tirokorldealer �rm other tfian GWFS EquiGes; lnc., a whoUy;owned
subsid�ary-of Gieat=West Liie & Annuity Insurance Gompany ;Please.contact you�
; .
; fnvestment provider for more mformation �f needed �
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This disclosure is�suhject to modificatton at any t�me;: The most current vers�on of tF�is,: '�
disclosure=can be. found on the Web;site or can be o6ta�ned by requesting a wNtfen-copy
� by mail -
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: BCP GWFS Customer Notrce �Ed, ?012);
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p�ivucy Natice ; ° '
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�- = '- z'I'he Greaf=West Fam;ity of Con�panies and third party � i
The Creal FPesl FIIn1il� of Cvmpvnres ' servue�pioviders �V� Uuc may use.cQO.kies,�n,aniine
includes '� f ativertising. We do rtot share p�rson�illy identi6a6le F
Gieat Wes6',Ufe & �ItlstUance - information a6out ,our`custamecs with'=. diese ;Uiird
Company •: ? : �party service prov�decs, and they da not. collect such
The Greut W�st Life,Assurance Compaqy (US ►nformntion for us T►iese third party secvace
' operations}` ; prov�dcrs _hclp us �ietermin�? which products' and
,Girat West, Life &. Annuiry Insurance :: services offered �y tfie Grrat West, Fannty
Companp pCNew York = Compan�es may be:oF �nterest to you Tliese scivise -�
"Grrat �Vest.Cmancial;Retvement Plan `' , providers may colloct mfomiation abouryaur.acti"vity
- Scrnces LI;C on our wc6s�tcs using cookiesrand othef-technologies -
j° °Ailv�sed Assets Gcoup LLG to t�natyze;' for e�aiiiple, pa�es v�sucd .scarch engine �
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GWFS Equities Inc ` ; terrals , bro�csing; pattertis and [esponses ,_to
l7ie Canadn I.tfe Assurance Cbmpany -; Advertisement, and proriiot�ons �uch service
�(USoperatjoasj ,_ providers:mayonly collect and us�,such mformation '-'
Em�ay Cor{iomUott �:for purposes specificd by us. npC �for ttieic own
Empower Reurement` - 'purpnse§. Tlnrd party advemsing cotnnan�es may;use
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�ASCore, LLC , ' these caakics to opt�[nrze the placemenr by the Gn;at �
Gieat West;;L�fe &� �lnnwry Insurancc . )Y�st Family of' ` Compaaics ofi :our oniine
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CompanyoFSoutlr;CaroUnA < ad�ctt�senicnts on ugaffil�ated �+��bc�te�; We do nor
J .�'ireat Wesf;Cap�tal Managemeiit`,LLC ,;.51�are personally idenl�fiable 'mformation about our
Great West;Cunds Inc + custqmers'«rth thesc thirei p5rty sen+ice provtders,
�r +; Great West;Ttust Gompany LLG ' and they do notcollect such mforninhan for us
- :Westk�rs Prtlperties Gtd. You can`refuse or cookies Most;browsers and s;j
j '' . mahile'devices ofPec the�r own settmgs tv manug�
- GWFS Equtiits inc: �s � Member of ` cookies if you refus'e' a cooi.�e:�vhen ttccessmg oiie;of �
the: Securdies investor Prbtectron � the C�eat=WesrFaniily of Comp3mes' ivebs�tes or �t`
` Corporanon (` SII'C ) �You may obtam ydq del�te cookies; yqu may e�penence somc
mforniation about SIPC mcluding 1he : inconvenience iq�your use 'of our u�ebs�tes For
SIPC brocfiure nt - " ,���pae may not 6e able to sign in and acccss
` Secunnes Investor Prqfection �
� .your account or �ve'rnay not be;able ta Setogmze you,
`: Corporat�on ;� ' your device, oryour.online preferences, ' �
:$05 i5th Street N:W SuiCe 800 =' _
Wathmgton .I� C �0005 2215 ; " ' ` � '
,� - lnformulian �Ve :Catlect VVe coite�t and stor4
_ Ctiiail as}.s� a,� org `Pel (�U�y371 _ �infonnation ll comes frtim.fom�s thac you cotnnlete
' ,$3D0 '' �' ` when you access our avebsiies framGbusmess gou
(nformation_aUaut SIPG �s nlso av_ailable . liave �onducted svitti us a��d'= other rart�es tve do
` aC.�vw�v sipciorR .: . ' `
business :wiUL anc! -`from consumer and msurance
•; ,r �,Empo�ver Reurement:itifers ta the products aod reportmg compames ` �
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secuices offcred m the ntirement markc'ts by , - �` ` '
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Great WrstLife � Annuity Insitranee Company, Securd? of Your loformation We have ph�sieal
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Great West L�fe & Animiry Insurnnce Company admmistraiive a��d .te�hntcal safe�uards m place to
;., �- oF:'Netiv'York, and thcir s�ibsidinnes: and p:roteet�p�rprivucy ; -'
'tt3il�ates : , ': �' _ _
` <; a '.� , , • �-= ; ��ccess tn The:onlv pez�pns who havc
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ma collect technical and;; navi�ationnl liasmess rcusons
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mformatwn <Suoh as device typ�r 6ro�vser iype �: : y -
.: (ntemet pro(ocol address, paGey v�sited `and ,,Qur Information ShnrmgsPinchres We I�mic the
auer�ee nmc�spcnt ori:the �vetisites We iis'e this informauoii w�e shan, thc partics tive share rt with � -
;in!`armation° Cor o- vaciety of'p'iirposes spch as .:we share j�our lnfo'rinztron toshelp y�u do 6usiness '
maintainmg: ihe seaunty of your`onJm� sesswn `y��h us What we sllare depends on 'ihe q�pes':oP
online adveltism�, faciltlatmq sife navigation Fioducts or services�you request As �ve ara only
� improvm; .: our `«ehsRes ` des�gn :, and Perm�tted io sliar� ypur mfarmation in �vays descriGed -
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fudctionaliucs, _ end;�. ersonatiun ,;: our .'� �hi� notice the Greaf West. Fnmity of Companits
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expenenee ;qdddionalty, �ve ;nse temporary ,�sio not respond in ! �9Q not tr5c� s��riats or similar
, and/or per��stent cookies, �veU be,�con$ And ;d���tal'privacy mec6anisms Por exnrripfe we may
other snnitac:technologies (' r�aakies` j ta support 4sliat� �nfocipn�,on � :
the operahon �f the Grcat Wesc Family nt « from busmess forms thatyou complece jsUCfi as
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Comp�n�es' �vebs�Ces < ; yourname; address, SSN pfan o� i0 numlier, ��
Cool,�es are feat files tl�at are ptaced by a elient assets and mcome from your app(icat�on) '
seivcr onto ihe bro�vsec af � vxs�ifor to a website �� :�6out your business witti us, nr others (such as r �
� These files a're harmless to youc computer.' and> your :poticy or'cont�act _coverag�;and benefits
;,, stoTC navigat�an mfom�at�on .as �rpu �ivve andpaymenthtstory) ` � `
throuc,,ftout tlie���bsue; These eook�es help, us fo ;. abouk your [elat�ortshtp wtth us :�such as ihe
coltect IR�QiPT3tion :8b8tlt vrs�rors ta our p�oducfsorserv�cesyoupurchased} = � -
websates Wr also use eoQkies E'or secaritg _ . .,
puiposes �nd W pecsonahza your a�perience •�rom=your empfioyer behefit plan, sponsnr,,nr
` sucli as customizing your �creen�y'ayaut Oi� tlae�r '_ group product' (such as� your name address
�! own cook�es do notr cantara :;ar re�cal an} SSN; pian or ib number and ; ,
persopai{y �dent�fiable:mforntat�on �#owever, �f �' •��om' consumer and ` insurap�e. reporti�g
yoQ choo"se= ta fumish us �ti°itt� pers�naqy - org�nizaUons jsuch as •your credic� financ�aF;ar
�denhFabl� �gfqcmatron tius xnfivrmatrpn tan bc healEh h�siory 'please nQte tfiese nr&anizations '
�ssnciate� uiitl� tUe itatn collecied usin� tir� may ; retam information prowded to us and ' l -
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= ` • trom` other third parties (sucf� as health and
Rev�sed Q8t'�OI3 (standard CA) demdgrapbiGiafocmation} , "� ,>
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ompleti
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� };onr l�e�tt6 mformxttnn uniess sucli �har�ng: ►s
�- = permitted;tir reqwred by }a�F Fora description o�how
ive sharc }�au� healiti �nfocmaiian pleffsc cantact; our
Privacy0ftie�rattfieuddresriotedbelorv ' `
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, Si�ar�n�+ Informatinp ►r��tb Other Part�es� You may
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petmit us ta sfiare pouK �nforniation wit1� other pazties
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m�'oimataon may 6e slinied w�chout your conseni
- �Yith uur a�Iaaies aed other iliud pati�cs �E permitted
tiy ta« We do nflt shar4 your infonat�tton for any `
�urpose Uiat requ�res:an opt an oropt out�
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? ; = afhliiik�s are i�s�ed and'-�nelu�e `but are not
bur
�. ;:' ;, lim�ted to ; aur brokei dealcrs artd auLtn�st campap}¢
' ` ` Your inforination ma�y b�sUarr`d ta servc;ynu bener or
� ta t�al�e �t eas�er for; au to dn-6usmesa �uith us _
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nnd �inanCiai mstittjt�ons �lentlors atfnr�tt seruices
: �` far a4 su�t� as pracessm� tiansa cons P�nancaa(
, ,.. ; ,:; . ahs�tui�anrsachas banks httve'marh�tfing ��reements ?=y
=:� �vrtl� us :Wc have agrcen�ieats wiit� ;these parhes
;: , tequ�rmb 'tiaem ta :, penleet ,the pn�r3cy oF your
':i , informution 1'hey ; are not, ;allowed, `:sto v3e :�. -
� � wfannaUon ather ilsan as specified ctr<penmitted:by
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• ir� response Ko;a question �rom S'gdvernment
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expe�ience or for an audit,
' � `� ; ,: ' '^ • I� tonnecfi�n wuh a sal2 nt merger of all ; or
� , part of our bus�ness, - '
,: ': : ; `: �� ,• Ta a�:governrr�ertt �gency ta dee�cmine your -
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�- ,, , - eligitiility for beneRts they may haue to pay-for ==
`�? • To a� peer review committee to, evatuate: a
medicai profeskional,
i ' ' . '; • To a' cartifica.t�� holdef or poC�,cyhoTder ��to
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�= pr�vi�]e infarrnaiion abouL the ��tatus of' a `
- ` � tran�sction ' �
+Dur Trcaiment qf4lnformAtion ubo�it
�Farmer CuStomet�s iP our retaUonshlp r
: � � ;�nds we-uill not sliut� yaur .infarmauqn
45tth th�r�l; pari�es,�ekcept � d�c �a�v � 4 -:
t�equlCes bt pezmus '
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' Acecs� ta You may access -
- ybur info`rination by submrtting a�vr�[ten
requestthaC'desce�Ues�h�mfom�aUOn UI'e�
��i!! respon�i ���thro 3Q busmess dnys qr a�
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� r�qmred b� state l�iX Our re��ance w�l,l
,�; - F�: � cipiam tli� n�►twre and�subsia�cc� uf,tt��
uitacmation on recariL We «�i11 i�enut`y
�f recordedr t6a pa�t�es we slian�l your
� mPonnaUon�vath nverth�last2 }�eac� _ �,
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` ' �ght to ;Carrecc, �Amend �ar AeleEc
:ii�formfltinn You mhy submit a written
requ�st to.;us �a cariect amenil or del�'t�
} any mformat�an �n pur records We. �vil! �`
? " �: respond tu}our ce uest iv�th►t�-30 bus�neas ,
; � . ed a��
; c[ays orns ceywe by state I�
; ; .: • IC�Vepgre�°to your�equest �4eiv�li nogtl'y
you m wr�tmg ` 1�e w�ll prQV�de tlie _
� '` carreMed .infoemat�un to any person ytau °
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` - : 3deal�fy tt�ut has rereived the ;nfomiht�qn ;;
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x ►ri the IastiZ,sears and to any msurance
r�pon�n� nrgao�atron ��c mav 1rav�
- provided tGe mformauon to uvgrthc inst,'7 �
` ; y IF �ve refuse vour reque'st� 4Ye wifl �
' .'+ ; � ; ' ,. e�+ptaiq tivhy and you _wtll have: tt�e r��ht to
; '' ; fleastateniento�'d�sagreemenr; h � �^ j
: ; 1�1% reseive�[�aa r��i�t to ravisc i is pa �cy
�;. .: - . : -. ° _a"needed.`ll'olian'esar�made;ave'11'sen'ii { _:r - `
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, , `pol�c�;: on the ;� �vwiv.ereai�vest.com
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... ' _ . �'Chicf Rrrvacy Offcer .
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` ;: '� �5c6ei1"ufe.of�ennces � -
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A Recardkeeping Services _ ,
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all plans ;,
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lmp/ementaGon SenrPcas _ �
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Emaowe�-witi provide the follol+ving;conversion sernces anor to the reaeibt of
assets, � ':
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' F Gat�enng �nitial,plan`�nformatipr� „'
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_ �• GoorciinaUrig �onversion assets from a:paor�service provider
:: ; : ' • R�conc�fing �lan assets � �;
' �'; ;, ;; • Loading records onta the r�co�keep�ng systertr;and
' - • Ass,sbng,ErnployeFs payro!( office or payroll vendorta process tt�e_nex�
scheduled payroll to: orafteCthe imptementapon per�pd
• Prowde sample plan°documeniS ° y
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- Exlsting P!lan t
, Ar't ex3st�ng Empiayer Plan that ►s convertmg ta Empowerwiil be sub�ect to,an `
iTnplementation period fo facilitate the�ir�ovement of Partierpant, qitemats Payee and�
� s ;Beneficiary records antl Plan;assets from thb prior record keepec andlortinisfee to
Empower- ° °
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8iackon2 lYopce Servfces ' f i '
init➢a! Blackout Not�ces.
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� m w s s e e a i o f. t h , i f i
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provtde the blackout not�ce to the Empioye►' (or d�stnbution to Participants Altemate
Pa eesiand Bene ci
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tlefined as any, eflod of more than ihi�e� consecuHVe•Business Da s dutin - which'the
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,;: Part►Cipanf': 8enefictaries and;Alter�ate Fayees;are prohib�ted oc'cestncted f om
eXerersing certa�� otherwise ava�lable fights such as directrng inv,esfinent of therc �
acGOUnts,obtarning;t4ansoriitakingdrstnbu6oi►s The�eFm'8usinessDay";�s�iefi�ed
. '� �s �ny�day� and oniy,foras m:any hours as, tf�e Yot� 8txk �change"isopen :
� Dur+ng fhe implemer�tat�on penod, Emplaye�s pnor record keepers impraper report�ng
or;incomplete transterred re�ords rpay-:impack the biackovt psriad:end date: Such ari.
+m�aat may cause a� extension of the,blackout;per�od, r�sultmg in: a secQnd notice .';
Empower may agree to provide this addifiorta! tilackout noGce if the partie5'agree in"
'. � wr�frng ,� : ;
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�# mutual{y agreecl �ta�►n wnt�rig Empower may pravide btackout noLCes to the Emplojrer r=
fqr disknbukion to Pattactpants� Altemate Payees:and �eneficranes;fQr tund brother ;;
ongc�ng plan changes that �esult in a penod_ of:more tha�i three�(3) cans�cufive �
Busmess Days wheee the Par�cipant, Altemate=Payee a�d Benef�ciary are�r�stncted
' frorn exerci'sing certain otherwise avat(able nghfs such as.direcfing investments of th'e�r � i
accounfs dbtai�mg taans oc.takmg �lishibut�ans
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Establrshmem of Accaunts ' ' '
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a Particrpant accaunts sfiall be established and'tr��intamed for each Employer `
� ,' appraved;tt�w enrollee anct,e�ch smptoyee or;farmer emp(oyee �yrth a=
' - balance �n the plan ( Pad�cipant") Each Partieipant`s account record shaq;
consist of:the ParticipanPs Social 5eccinly number( SSN ) maihng; �
address, date of biith, and any such other +nf�rmahon as reqwred trom firrte
}:: ;; r. ,' lq time fcr pravisioo of serv�ces to the Plan
b;On antl affer the receipE o#,asseis Etnpouvsr shall mamtarn a record of each
' � � Par�cipaiits mvestme�t option allocation apd transacfion received in gooii
ortlerta`tfierecordkeepingsystemxinduding '-
,� �ij ; Gt�rrent and k�istorical �nvestment altocations and per,ce�tages for
`. " each available anV�stment opi�on : = `
, �`E J(ii} �; Currentaccourit bala�ces of each_Part�c�pant ln eaCii avaiiable
mvestment option and money �oarce ° ;
(�iij s An accou�tmg AP each transacxion`made to:each ava.ifable `
� ; : ; ' lnuestment opt�on and money source t
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� c:Empower''shatl pco�ade each Participanf with access to his or heCaccount
, and inves�r�ent mfqrmahon via a We6 site Ehe�vaice response untt ( VRU") r
� ' at�d ihe.Cl�ent Service Center #oll ftee telephone numb`er Parti�ipants may
_ r` use these'seNices ta change ailocations of future defeRais aodlor �n�Late;= ; r -
trahsfers fietween and amotig mvestment opf�ons ava�lab(e Untlei'the �, ;
Ptan(s�
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� d_Empawer':shait send each PaficipantAa quarieily accoGnt statement in
z .Empawa�'s standard farmat �Participants wiil the opEion taaccess ; �,_;
� .� :stafements v�a the'Onl�ne Rafe Cabinet� on the;partic�pant Web site
Participan't s�atements will pot be mailed to partiG�pants:electmg�to receive
theiF stafennent& onii►�� Pactic��ant statemenfs; Wilt be ma�ted to'those '
Partiapants who do not spectficaliy etect�� access thei� stat$ment v�a the;
, Web site Participants �nay.change their statement del�very ele�fion at any
time - _
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11dd�6onally confirination v�nll be provtded of every completect change ° ,`,
•reqnested?by a Particip�nt Par�c�pants w�il aisp have access ta their accounk
�ctroity via the VRl1 and the Web sde � �
e If appUcabie �mpowe� will include vest�ng �niormat�on on Part�cipant
statemeri�s, prav�ded thak Einployer:prov�des �rr�power inNth aA Vesfulg k
� ` . information reqwred under,a�p�cable.taw - �
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� ;Alternai� Payee„Accauntis `,;
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�• , _If #he Plan accepEs Quat+lied Dom�stic E?elahons Orders j"QDROs"}, Employer
hereby �ri`structs Empowec,to camplete an adtninist�at�ve review of alt ErriplQyer ;;
, approved QpROs�submittedon oraf#er the Effe�t�v,e�Date of ttiis Ag�eement fo :� �
': ,` � ;ensu�e that Emp�wercan�detennine:tbe amount of therAltemate Payee`s award, `. ,
, mailing address and SSN if electec��by the Alternata Rayee m good order and irt aC
tnanner saGsfactory to Empower, ah qiternate. Payee account will be esfablished
:pursuant3o the terms of the QDAa kh� Ptan� ERISA, and/or Code requ�rements m _
:effect on tfie dat�,bf accounkesfab6shmeni.
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3 .Benefic�ary Acca,'unts _ � "`
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`. : ,"If efectetl by the $eneficiary(ies} in good'arder and in-a manner-satisfactory to
;_ > :;Empower,�Empowerwill establish a�Beneiiciary accoupt p�rsuant to the temis:ofthe �
`- ,' � .Plan, and/orCode requirenients in:effecton>4he clate`�of establishmenf.<„� �
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' ContrlbullonProcessfng .:'. :.
Co.ntributions sent direcdy via the PSC�and processed by �O�Miiinighk Mountain time
; ;•will-be allocated effecfive the, next 8usiness Day (at that Business Day's unit vaiue) .• _
. , . Empowe�,may aliow-otherconfnbuhon:methods which_ ►nayrequite tlifferent:timin'g. _
Empowe�,wiil proyide,additional mforrnation'upon ,request� ' - -
In the event that a Participant has not affirmatively elected,an mvestment alloca6on;
Employer instructs Empov�er to allocate:to a default fund(s) chosen by the Employer. ,
� _ Distribuilons and Forleftures: ' - � -
Empower�will create and mamfam a record of any:distnbuEion mclutling the�distnbution
- .. :' . �.' , .reason, from the Plan"made.w'ith respeef to each Payee:.If:applicatile,:Empower.wilf - "> .
proyide a Code §4D2(fj Nohce,of Special, Ta�c Rules an Distnbut�ons=to the Payee at the ,;;
„ Urrie of distri6ufion. Unless otherwise agreed io in wr�dng ;Empower is not responsible_for
I
issuing any other Partic�pant : Alternate Payeebr;Beneficiary notice requi[ed by the;
- ,Codeasapplica6le, Distribution's will be'made within'two. 2) Business Da s if Em . wer
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receives_instrucUons in good arder ` ' -
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1' �•ParticipantDisfribut�ons �
Empower wili make disUibutions to,Participants pursuant fo the and '�
Participants distribution reques(s'rece�ved in.gooii.order ;
� � -. - 2 :. Alternate Payee Dist�itiutfons
,, ''Upon receiptby Empower of an Alternate,Payee'sdisfnbution,'�equest in`.good o�der -•
-� ;.and in a manner=satisfactory to'Einpower and completior� of a:QORO admimstratiye
;review:discussed%above; Empowershall a:distribution pursuant'to the te�ms
'�of the QDRO ,�fhe-Plan and the Code:requirements as,applicable and irt effect'on the �
, .� clate;of.the distribahon . Errip[oyer mstnicts Einpower fo; determine tfie amour�t"due to
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:., :` .the Altemate Pay.ee based-5oleiy;on.the account records;on Empowe�'s: � �
' � ;.� recordkeeping System _ ' ' - `
_ 3 , Beneficiary Dis#ributfons -
,
'•Employer mstructs Empower to pay'the claimant listetl' on the Death Benefit Glaim
°form signed by the Employ"er unless there-is a conflict between the designation on hle.
,. ., - _
;,;.: ,:; ,,; ; with Empower and fhe claimant I�stetl on the Death Benefit Claim form �In the event
.: of a conflict; the Employerwill.determme which Beneficrary designation Wili contral.
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4 .:Forfeifure Processmg :::
- '.If appficabie Empowecwill.calcutate forfeiture amounts based upon the Participant s
; ,
'.,;vesting and will place.the forteiture'amounts in a separote Plan, accounf::as.instructed -:
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• ` 5 Participant Termination Services � '
.If the seevices descnbed in. this subsection a�e�available to the. Employer tiy Empower
, . �
and iE tfie Plan pro�nde5 forde mi�imis Participant-accounts to tie distributed affer
. ;--termination, then the Employer mstructs. Empowec to"distnbute communication ,:
matenal to the termtnated PartcipanE;informing them of:theirdistribution options, Such
', � ` � information include5 communicating: to the Participant {liat:if helshe�does not take a '
I .. - ` ;. distributian of the, account that it witl:be automatically inlled ovec into the. Employer- "
= ::elecFed de minimis MRA Employer also instructs Empower toautomatically rol) any-: �
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mon�es remaina�tg 1n the Pian after a cerfain penod of ti►Yte foitowing these "
. � : commantca6ons fo the rollaver pravtder selected by flte; Empi�yer
.
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'� ' �mployei;perrnits,Empnwer.#osend'outcommunicabanmatena(:�ofermmated ,
: j participants +nforming them of their tl�steibut�on aption$ ;7hese �nstructians may ' F • S
inc(utle informat�ori on how�pa[ticipants can team about (RA rol(over oppqrku�ndies ;Tn 7
the event'a Participan! w2rits to either contnbute or raEt_over to an IRA, ari' IRA product
�ray be made availabte E�nployer hefieby authonzes Er�Power t� directly::contact ;
terminated par�cipants sofety ta cammunicat�tbe ava�)e61e IRA.product, :
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Parl�orpant, Ritemate �?ayee anc( Beneficsary anitiated Eransfers w�if be p�oces'sed and �
eff, ecttve the Businesa�rDay the�? are rece�ved at E;mpower`s home of�ce, �f t�ece�retl ��°
� 6efore the close of the NeW YoTk Stock `Exchange (ryp�caily 4 00 p in EaStern Time or
such ear(ier time as may haveto 6e �mplemented=to com�ty with anyappliaa67e future
law; ruie or �egulahon� If Eransfers are received atEmpQ�e�s home office atfer'ihe close of
fhe:New York Stack E�cchange; fraosfers w�ll ke processefiand be eKectwa the;next
Business Day (or such',eadiar ttme as may have to be imp(emented fo compty v�nth any^ t
` ° � applicabietufare ia�r rule or �egufaUort�; , �: � �
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Ta�r; Repnrt±ng of D�slrfbuUOns
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1 Employer appoints Empower as its agent to perform mcome tax;'w�thho{ding and '..
:reparting.for alt Payee distribudons and agrees to pro�idaail necessary �nformation
` ` :needed,by EmpovVerto pertorm these senrrces
2.Err�power sltalt @epasd the incorr�e taxwithheld with the Intemal:Revenue Serv�ceY,
{"IR5"} and other apprapnate goverrimental ent�tres on'or tsefore the appticabte due ''
daf�s for_such re�iittancQS � '_
��
_,� . ,: 3 Empower wili cort�plete necessary tax �epotLng forms for Payee: distnbut�ons file the
taz reporhng forms with tlie IRS and send cop�es to the Payee ;
§ .
= Plan Loa�s :
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Empowerwii(process loans�epaid bypayro(t deducf�on �
:? pursuant ta tfie Plan s loan policy and Empower`s procedures, as am�trded from ,
time ta k�me ; Employer: agrees to prov�de an authonzation for atf Particpant loan
requests ; ,
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� Ongofng Plan Resodrees � ; =,
,:
F 7 Empowe� will �rovid� the Emp(oyer aceess to Plan mformation and elecErot�ic
- ;approva6capab�6ties v►a'the PSC ` `
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'" 2� Empower w�if provide the Emp(aye�access to a Plan 5ecvices Representabve tor . `
> ass�stanse with Ptan questions
3'�Empower shalt proVide pedodic Employer Plan Reporfs �p Empower`s'standard ; '� �
. o- :f01'tPt2t
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CommunTcatlon and EducatloR
Q;Standard;focros npt�ees and othet infocrnahon necessary far the;se�vice "pravided to �
�,, , the Pian w�it be provl"detl ta Emplayer and to par�cipants v�a the;PS� antl/or through
��enralt[rlent meebpg� �'
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2 angoing retirement planning education antl di'stnbut�on counseling may �e made -
_ ��vada6le to Part�cipants by: Empower or �rr affiliate UVhere a ParUcipant:+Nan�s td ;,
, either contnbuke ar rol( over to an tRA, an 1RA product may be made avaitable by :
Empawer or its a�l�ate 1Nhere a Paftic�paM requests ::wa a recorded tele`pfione catl
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with Empower, to roll assets �nto �he Ptan from a preulous emp►oyer's p1an, Employer
> � [nstrucfs;and appraVes Etnpower to assist the Patbc�panr m complehng such cotlover t
;wifhout Employer's signature or app'rovai, piovl�ect the Plan permiCs sucfi rallovers
� ;: �i'he recordkeeper Qf the prev�0us emptayer's;plan may stdl requve �mpl�yer's - y f
<: . : :s�grrature ar appcovaf ta compl�te t�i;� �oiiover ;y ;' �
Drscfosure Services: <
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= 47 1 Plart Leve! Dtsclasures Empioyer acknawledges that;�Empower witl pjovide required
� f�e and other d►sCiosures onderFRISA section 408(b)(2) and corresponcllng -
`. ` - :teguladons eleetr4rncally via the P�G at such`other el¢ctrornc means �s:inay be ,� a
des�gnated by Empawer from t�me ta vme �Emptoyer agrees tc ensure that there'is
; - atal{ t�mes a,pexson who �s; able and aukhanied to access�the tlisciosure,on
Employe�s behalF, Empower witl no6ty such person when disclosures become
' , �:�va�lapie to view on the f?SG
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B. • Elech�re Serv�ces
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�'he;foliov�nng elecUVe'servaces:are avadabie upon; Empioyer meedng certam ,:
: requ�rements Additronai tees may appiy. : ,;, - r
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1 E�igibility Determfnation � ; � '
5 � : � J �.., .
Employer c�n;�nstruct Ernpower`to caiculate PatF�cipant ei�g'ibility bas�d on
Employer's insfructio»s as ta t�e Pfa� s el�gib�l�ty'requirements Empfoyer
mstructs Empawer to re�ect tk�e enrolimerit of any Partic�pant determtned to be;
_ ���elrg�bte Fo�,each inetig4ble determination, Empin`yer iastructs Empower to nnfify
the Part�cipar�t to contact the Empioyer �f he�r she w�shes to appeal t�e
•- ' = - determmat�on '
- 2 Dntme En�olfinenk�' �
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- Employer c8n tnstruct and authQ�ze Empower to 2qow onhne Partacipant
; enrollment, Emplayer instructs Einpower,to Pssue a Pe[sonat Iden�cat�an ;
; =: � Number ( PIN to every ehgible employee aliawmg enrailrrient�rt the Plan
r; ;:; . khrough the Web site -
3 Aukomatic Enrolirr'►ent " ' �
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Empower can:'perfarm automati�c enrallment and deferral incTeas� senrices and
create and mafl tnitia►,and a�nual automatic enroliment notices, as elected by�'�
'� - ;; Employer �n gdad orde� and in a form acceptable ta Empower t;
,
- 4 O`eferrat Pracessing
) i, � . ( -
Empl.oyer car�'anstruct and autFsanze Empower to prav�de for dePerral'�prcaess�ng
; ' > s ' by tF�e Ernplayer vta the Web s�te Part�cipanfs rt��}+ access the Web_'s�te to utqut
#he �eqnired p�yroii defeRai amou�ttpercentage �nformaUari Emptoyer `
: >; ,: acknowledges khaR the Defe�raf Processing service=descn6ed �t� this:Sechan shall
'` onCy 6e avaifabls as long as Empower is the so[e record keeper tor th� Plen ,.; `
If Employer uses Empower's Automahc Enrollmea�serv�ces; Deferral Processing S�
� ` ` : does:not requiie separate elect�on = r : : �
�
6 �/estmg $ervices
Employer neeits !o provide Empower ai) ioformafian necessaryto peiform
vesting sen+ic�s Employer hEreby rnstructs and author¢es EmpoUaer,, ta
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' : ` '' ' Ma�nt�m each F�rt�cipa�#'s vest�ng percentage on Empower's
, �
' recor�iltee m s stem
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` f b'< DisPlay the Part,apant`s vested accounf balance on the quaiterly �
statem�nts; anci �
o�: Calcutate antl;process uv�thdrawals andiac Ioans accordmg to the vestiea
- perc�biage
1
7 (;oa� Approvat
_ t
' t , Empioyer can; �nst�uct and authorrze Empower ta proc�ss without �mployer ;
approval Part�oipant Ioan reque'sts submittetl �n a maMer acceptable to '
Empower If t�e Pian is subject�fa spousal consenf requ�rements,loans may only
` : = be �nipated by;paper fo�rns and not onlme or by VRU Ernployeragrees to
specifi�aliy a�rkhor�ze each principal res►dence loan request� `
#
B D7stnbuuon Processtng Qther than for Death or Dlsab�tity
<-, �, Emptoye� caq:�nstcuct and authonze Empower to pracess without Employer _
' __ f , approvai Partic�pant requests for distnbut�on due;to saverance of eiiipioyment
fa'rany reason ather than disab�tity ar death recerved �n good or8sr �ind in a�_
manner acceptable to �mpowe�; )f Empioyer daes;noE provide the Part�cipant's �
termination ,d,ate or other requve`d mformat�o� Efnployer instructs �impower to;
route ths request to Employer Por approval6efore processirig the disfabubon
9�n-Secvice Qistrihqtio�s af?Age 59"/�; (fur401(k) and AID9(a) Plans 4My►� ,�•
Employer can;�nstruct and aut6onze Empovrer to pi[ocess, withoai Ennploysr � -
= ' � approvai PaRic�pant age 59',/: �n'�service'd�str�butior� requests rece�ved in"goad t=
orde� and rn a`r�7anner acceptatile to Empower If ihe Participanis birth date
mfo�mahon h,�s ntst been provided or, if thera�s a cJiscrepancy behveen the b�rth �'.
date=on the system and #he b�dli,date an.the form� Empowe� is msCructed to rely
,. on tlie bir�h date spec�fed by th� participant an ihe form
;>
10 Voluntary In-Sentica QeMirumus Oistribut�ons (for Governmenta1457(b} Plans
"Onty� - ' �
Empl,ayer can'msEruct and authanze Empower fa pracess u+nthout �mp�oyer `� �,
- ` � approvat, PaNticipant initiated ReM�qsmus:distnbu�iqn requests rece�vied �n gootl ,
= r order and �o a%rt►an�er acceptable ta Ernpbwer If ves�ng ts'applECat�le and the
Y Par�c�pant s aitth date informaGan has riot been prav�detl or +P there is a
s - discrepancy betw�en the birfh tlate on ttie system �nd ti�e birth date nr� the form
Empower is instructed fo rely on`the 61rth date Spec�fied by fhe Participani on�the
fo�rn
` 11 Automated Mandatory Distr�hlit�ans {be MiniroPsj ;
Empower can:�perform aatomateii roandatary d�sknbutions of sma1C ac."count ''
hafances as etecEed by Employer m good ofder and m a form accepiabte to `
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_ , 92 Beneftciary Reeotd Keeping �
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If Empawer is and remams the sole record keeper for the Plan rJunng,fhe term of
>: this Agreement, Employer can ui"stn►ct arnd authorize Empower ta accept, ; f �
mamkain and �le„w�thout Emplo�te�s sig�atore, BenEfic�ary 0esign�tion forms
received by �mpower in goad order and in a man'ner acceptabte to Empower ;;.
� ' Upon requesE,:Emp�oyeragrees fa provide Empower wifh any end 2f1 Ber►eficrary
: ; ; informaLan SCed w�tts fhe Pian bjfi the Participant ptfcr to the'Effechve;Date of this
Agreement �y -
' if the^spousat consent iules appty, �mployer sh�lt pravlde Empawer uv�ft� `,
;:. ' � = �nsCructions a's to the port�on af fhe Participant account for wh�ch a Benef+ciary:'
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� may be designated without spousa( consent under:fhe Plart: Emptoyer mstructs -
Empawer ta rety on tfie mantal."status speafied by fhe Participant on_ the
,: � ,, 8eneficiary form and Eo o6tain spousal consent, �vhen appDcable.
13 Prospectus Delivery . .
Employer can �nstruct end author�ze Empower to provide:prospectuses to �
. _ Participants via the.Ulfeb site (if elected by the Participant� for each'investment
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, :: ': option cfiose'n 6y the Participant • -
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. 14::invesfinent Ad�isory Related Seriiices �"
, :::
If the Empfoyer meets:the releVant underwnt�ng and other �equvements Advised
Assets Groupa LLC (;AAG )-.a federally.�egistered'investrrient advisei and wholfy
__ owned su6Sidiary o6Eriipower; may offer tund per(ormance'data andlor sfmila� - .
� �.. seivices regardmg the.investment options_in the Rlan through.the Rlan's
- ,� recordkeeping;antl�admmistrafive relationship vuifli;EmPower
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AAG may separaiely offer Realrty Investing� Advisocyr Services (Online '
' _ InvesUnent Gyidance; Onhne investment Advice and�Managed Account service} �
,' . to'.the Pa�ticipants in the Pia� through tFie:_Plan s recardkeepmg and�:c
_-
�administrative�relationship with-Empower.-Employer may instruct AAG to make
,; . Reality Investing seryices available taPlan Participants incaccordance with the
� terms and condiGons';of the Reality lnvesfing Adviso,ry Setvices,Ag�eemenf .• . �
� � ' .. .tietween.AAG and Employer ;
Specla/ lnvestmont,Optlons �; ;, „
�.�" ' 1 fielf Di�ecfed Brokerage Accounts
_ . .
- Em ' lo er camchoose.to offer a seif-directed brokera e o ion SDB"
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� .p Y , . 9 Pt,. . ( . ) Empioyer
,-agrees to cottiplete and executelall documents requ��ed to.act�vata:the SDB:. .
3 Life lnsurance
- lf at the qme�of convei§ion the;Pian has exlsGng,,life insurance poltcies limited
- services may'6e availatile as descnbetl in�Er'ripower's_li(e insurence<gu�delines `
, and polic�es, as updated fram lime to time: if Empower defermines fhat suah .::
services wiif.be offered; Erripower will remit insurance pcemiums to tlie applicable
, hfe insurance,provide� pursuant�to, Employer s �nstrt�cUons as to the timmg and `
. �, manner af premium;retmttaoce:'�>Employer may be;requifetl to retain ;a ihird-pa,rry
-administrator to perforrri certain'comptiance and_"othe� services: �Life insurance
cannot be added to an`exi5ting Pian • AddiGonal"fees may.appiy
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� GREAT 1NEST LIFE & ANN�UITY INSURANCE COMPANY
� • � , RECORDKEEPING $ERVICES AGREEMENT ADDENDUM FOR '
� ` 457(b) PLAN ENHANCED PGAN SERVICES
i }
� This Add'endqm fo.the Rer,ordkeeping': 5ernce Agreement enteretl mto between Empower antl`'
` Employec.descnbes certain'sen!ice"s underwftich Empovuerw�A p�ocess Paiticipant re.quests ,;` �
E � w�thout,obta�mng addihonal, Employer";signatures or oth�er specific approvals:: In tloi ng so "
_ Empawer:wili not�exercise any fiduciary authority or make any disciet�onary d�term,'inations
� �Rathef this Addendum wdl act as a, one bme instrucbon and approvai by:Employerfo� Empower
":to process ail Parficipant tequesfs thaf ineet�.the stated,c.ntena In;addition;'Employg�, and„not,
',Empower is responsible for rev�e+rnng the Piart documenk to ensu�e compatibility rv�th; the
� 'services_tiescnEied;,in thisAddendum_-:
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` In order to receive:the sernces detailecl in th�s qddendutn Employer must uti6ze the PSC and,�
..
"' ; :must p�ovide aq`necessary;�nfortnation via an;electronic.payroll file: Em lo`ermust'also [ovide
_ A Y P.
;any add,ttional �nfoimaUon o�'mstrucUons as.�eqWred by _and in a form aceeptable to' Empowe�;
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7n addition, m mosf cases Empowet.must be tFie sole.recortlkeape� for3he Piart Seivices that•
;involve tiie processing of d'is#nbuGons:to ParCicipants are' not available if the inc[udes
;QJSAlQPSA'prov'isions If aE'any Uine Employe"r does nof ineet tfiese general requ�rements or -
.
� ,does �of_meet-the:spacrfic reqmrem,ents of any seN�ce,descnbed in this.Rddend�m,;Empower-;
r_ ;wUl not be. required'to continue ta p�aVide"'such`service :;� ,
'Employer. may elect one or more semces by checking.th`e corresPonding boxes on the Enhanced -
Plan Services Efection Form; Some serviCes may havea correspqnding fee; for f�rtFier
'infotmahpn, please'refer to yoar Fee _Schedule�'
'1 Elig�bility Determination�Enrollment `
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- Employer he�eby instrtrcts Empower to ca�culate Par�icipant�eligibii�ty_tiasetl on Employe�s
mstcucfions as to the Plan s aligibility requitements;and on tF�'e` Pariicipant mfarriiat�on., .:
. provided by'Empioyer 'Emptoyer Empo�ver to re�ecf_the enroilinent af,any
Participant,determined fo be �nel�gible For each �nehgible determ�nation Employermst[ucts :
Empower to notrfy the Farticipant;to contact Employer if he or:she vnshes to appeal the
" detennmadon:' Employer agrees,to noGfy Empower'af leasl thiriy (30) da s pnor to any, ;?
Y
change m the' Plan s eligibility regwrement5 Empower may "discontinue this se'rVice rf the
Plan's new eligib�l�fy requrrements are mcompat�ble,with Empower's.reqwremen,ts
2 Onhne Enrolltiient
Employer hereby mstruCts and authonzes Empower�to aflaw onbne enrollment ;Once the :
- electrornc payroil file is transmitted Emplo�er �nstructs Emp6wer to �ssue a Persanal °
� -, Idenf�catiori Number io every et'ig�ble empioyee allowing en�aliment i�i;the Plan through; fhe
. , ` % : Website , : _
`3 Benefic�ary Recordkeeping
Empl9yer affirms that ttie Pla� allows web jmtiated�6eneficiary desigRations Ertiployer :
. }iereby mstructs apd aut�ionzes Empower to ac�ept, mam�ain and file =w�thout Empt�yer's'
further approvaC b�neficiary designat�ons'received by Empower m gootl order and in a
manner acceptable to Empower:,'''Upon request Employer ag:r,'ees fo; Provide Eriipowec,with
any;and aq tierieficiary tnfortnation filed with the Plan by Participants priorto the;EffecWe- .
Date:� � , � -
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� Emptoyer stiail providet:Empower` with insfruchons regarding.any Pian requirements as to; �
, spousal consentfor beneficiary designations If theie are any such requirements, Employer
� �nstructs Empower to rely on tFie mantal_s#atus specified by;ttie Participanf on 2he benefiaary ,
designaUon form, and;to obtaim spousal consent; wfien applicable. �;lf a beneficiery _�;
� ` `' "- desi nakion �e uires s ausal'consent such desi 'nation ma :be made onl b, a er form:
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Unless EmployenquaGfiesfor-and has elected the°Beneficiary Confirrtiation for Death'Benefit ` .
'. Clairrms service described below; Employec agrees'fo revieu4 a'nd sign:each deatFi benefit` ..- �
, .
; claim form: �In the'event Employer subm+ts a signeii:deatli 6enefit'Gaim fortn f9�ia;claimant -' �
�= : other than the beneficiary,on;file vwth Empower iftany Empawer will;return tfie forin'fo �.
; - Einployer.forfurther-instructions:
. - 4 Deferraf Recordkeeping _ ' , "
Employer he�eby instiucts and authonzes`Empowe��to allow'Participants to update their ='
� deferral elections via the website and voice response unit. ,Employer must provicle initial' -
• deferral amounts for alt;Pafticipants , Empower.wiitfonvacd`updated deferral,information to �
Employer_according to the schedute elecfed liy:Employer . .
� � 5l.oans;:
� - Employer agrges that�all loans shall be account redudion loanscepaid by payroll deduciiori - ��
'- , and ;shall be consistent u+nth tlie loan policy and the procedures established by Empower .:
.. �. . .
•. � fcoin Ume to time ,Employe� instructs andiauthorizes Emqower to process without furtfier:
° • - � • � - Employer approval, Participanf-loan requests submitted through�afoim accep#abte to . . �`
-', �- �; • Empower o� through the Participant website Principafresiiience loan requests must 6ei:
_ �submitted on a paper fortn.witfi supporting,documentation., In':order to receive this service, .
Eriiployer must also, utilize EmpowePs Vesting se�vice ff the Plan'has a vesting;schedule: , If
the,Flan iequires spousal consent for loans the request must; be submitted;on a paper.foim
- 6 Vesting , . .
,-; -. . . _
,•�: ' Employer inst[uctsand aufhorizes EmpovJer to ,`; .
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, • . �:1 Mamta"in each Part�cipant's vesting;:'percentege on Empowehs �eco�dkeeping, systein , '
_ _ �` 2 iDispiay the PsrticipanYs vested account balance on the'guarterly statements; and ' . �
- 3 Caiculate and process,withdrawals and/o�,loans:acco�ding:to the veSCed percentage ..
''on EmpoweYs�sy,stem. '
', � The'Plan s(vestmg schedule must be a standard graded or,cliff schedule �if the Plan uses' -
". actual hours for vesting, Employermust a:`Yearsof Service"',file to '
, Empower.and must take all. precaufioris nof.fo duplicate,hou'rs on Erimpowers'recordkeeping - �
system , ,
� , 7 bistr(bution.Processing for Severance of Employment orRe4remenf� -�
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� � -. Employer fiereby instructs and author�zes Empowe�.to process without'Empioyer's further
• :approval; �Participant requests distnbut�on due.to _severance of;employment,for any
•�eason other:than death;or"tiisebility piovidedsuch requests are,re'ceived in.good order'and
� - ima maoner'acceptable to,Empower. '
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`- ... , In order to receive tfiis service, Employer must also�uhl�ie Empower's Vestmg.§ervice if'the
' Plan:has a"vesting.schedule.� If Employer.:has noC provided:a`Participant s termiqation date.
`or other requi�ed.infoimation, Erriployer instructs Empower to:route-the request to Empfoyer �
� fo� approval before processing.the distribution: Eor spousal consent purposes, Employer ." .
.,. . .
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mstriicts Empower to rety on the mantal staFus specihed by the Par�cipant in the �equesf
form:` -
�
� ;�8 Volunfary InService DeMmlmus Distrlbut�ons (for Govemmental 457(b} Plans Oniy).,=
Employer hereby mstructs and autborrzes'Empower'to process wdhouf Empioyei's further � •
� approval Parficipant requests forvoluntary: m se�vice DeMinimus distributions,_ provided '
such:requests are recei'ved in good ordeeand in a inaoner:acceptable to Empower, ;.
- . :,. . .
', , � dn ordertotecewe this;service; Employer must also:Uhl�ze Empowers.Vesting.service rt'tti;e
� 'P.lan`has a vestm9 schedule ::If:Emplayer;:has not-provided tFi'erequited informaUonr.. ` "
. Empfoyer insiructs Empower. to'route the request to,Employei,for betore `��
' �processing:xhe distr+bution Fo�;spousal consent purposes; Employer instructs Empower- to
_ ; rely oo.ihe rimantal: status specifed by the Pafiupant in the:requesf fortn
, • ; -. : ;
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::9 Requlred.MinirimumDistrihution§" � `` -
Empower wiU`prov�de a not�ce and distn6ution fomi Eo each PartiGpant;attaming,age 70'h or
� � � �older_in.the :current caleiidar year.who has.not taken. a distci6ution for the curre�t:calendar
year_ The notfce informs the Participant thaf required mfrnmum distributions mast begm'no
laterthan Aprii 1 of ttie celendac year followmg the later of age,70'/ o�:retirement
Empower anll nok imt�a;e such distnbuhons �but wili only process such distnbutions upon "- -
receipt of a PaitiGpant;or Employer r�quest in.good.order -,Each year; Empower;tiinll p'rovide
a report to Emptoyeni�sGng Farticipants wfio are:age 70 % or;olderand whekher:each has,
_ taken a�tlistritiution for'the calendar yea�. �In order to receive:fhis service; Empioyer rriust
: also ut�lize;E.mpo�vers Vesting:service, if:the,Plan has a.VesGng:'schedule � - .
;. :=10 Beneficiary Confirtnat�on for �eath Benefit Cla�ms -
' Emptoyerhe�eby instructs and aulhonzes Empowe�,to process witiiout_Empioyer's furtne� �
-. ; ': ,approvai;.death benefi6claim forms receivetl,in good order•from beneticianes,under thec: -
_. _
.. . Plari::; Empower is mstructed to determine;;a Participant s beneficiary:pursuant-Eo`the most"
recent benefaary designation-available to Empower. If a Paitic�pant. has noFdesignated=a _ -
. beneflc�ary or if no desigpated beneficiary;sunrives the Patticipant, Employer instructs
Empower ta forward'the claim to Errtployerto_deterrri�ne the b'enefiaary beFore process�ng
� , the_distribution. �' °
D"eath benefit,cla�m forms submitfed wnthout compiefe mforriiat�on or:without: a cet�fied:copy �
, . •. :
.;
� � of`the,deceased PartiGpant's,death certificate or.olher reqwred docurtientaUon uPill not be' :
:. : =:' processed, _and the claimant wiil6e notiCed�of the defic�encyC"'Processirig wiil contmue orice
.
�. _ , :,.
Empowerreceives aif re.qwred infortnation!and dacuriienEation;in good order Glaimants..
, determined not to be tieneficiari2's wift be`nofified ttiat their claims 4a`ve 6een `Fejected �
I Empioyer shell make'cletermmaEions with"respect to any compeUng or_other qirestronable"
�, deatfi benefit;claims. ` -
_
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I� orde[ to�rece�ve thisserwce � Employer niust also-utilize Empower's benehciary;
�. recordkeeping and vest[ng fracking services if applicable ': -
_ 1� D�strlbutions Due to Un(ornseeabte Emergencies (for;Govemmental 457(b) Ptarla;with 550.0 �
Million Assef§,Only), °' -
.
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' Em ; er hei�eb instrucis antl authonzes Em ouver�to rocess +mthouf Em lo ei's furthe� '' ,
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-. ' haidsh�P to:tfie Participant or $eneficiary"that cannot be alleviated by any otherriieans _"'
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available to tfie Partictpant Empower shall oniy pro'cess such` requests +f they meet the safa
_ harbor defined in fhe Tieasury Regulations as descnbed�below.- Employer:furtfier instrucfs '.
. ' �Empower to,tely on any_;and aitrepresentations made by a Patticipant in aYequesL The `
-- � followmg s�tuations shali qualify for a dis.trjbution pnder thiss'ectiop
1 qn Ulness�or acciderit oE {he� Partic�pant or Benefic�ary the Participants or Benefivary s,.
:; . _ : spouse, orfhe Participants o,r.'Benehciary's dependent . (a5::defined in Code'§152 and for -
taxabte years`begmning _or after January 1 2005 Hnthout;regard to"§152(b?('O (b)(2) and
- (d)��)�B)) „
- _ 2 Loss of fbe`Par�cipant 5 or Beneficiary s-property to casuaity'�'
3 TFie followmg extraord�nary;and unforeseeabie ci�cumstances `if they anse as a resulf ot �
evetits beyond contro► of ihe'Pamapaiit or Beneficiary :� _
, (1yThe jmminent foreciosure-of or eviction from. tfie Participants orBeneficiary's primary -
� '= resitlerice � _ ' • ;
(2) The need to pay for medical.expenses tnclutling nonrefunda�le deducttb�es as welt`as
` • _.:s;the cost of-prescription drugmedication a�d `
:(3)The need to pay far fhe fiuneral expenses of'a spouse: or a dependent (as defined. m
' ,'.Code.--§152 and� for 4axable years:;begtnning on or�after Jarivary 1'2005, wifhout .�
._ - regard fo:§152(b){;1} (b)(2)"and {d)(1)(B)) of Partiapantor Benefciary �
.. .
Except in exVaordinery�ucumstances the:following'are examplesaf situa�orts,that shaH', ;` ,
N�T'quehfy fo� a distri6ution uncJer th�s sec�on • .
- ir ; .`.Purcfiase of �eai:estate;.-. ' -
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: . �" ; ;2' Payment of college tuition; ; . '. -
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3;, Unpa�d`rent or:mortgage paymenfs except=�in the event of immment foreciosure' or
evicfion �
. , ,, .
. .: . . 4�:� Unpaiiiutility,bills_ _ .
- 5 Loan,repaym@nts' .
6; Personal bankriiptcy (except when;resulhng directiy and solely from tllness casualty �
':, loss o�; other'simifar eztraordmary and:.unforeseeabte circuinstanc`es';beyond'.the �
Parf�cipant's or Beneficiary s conCroly
�. ; ;. 7 Payment of iaxes tnterest or penalties, or ,, :.
•;. � 8 • � MantaC;separation pr divorce
.
Emp(oyer wnll make det�rminations unth respect to any unfore5eeable:emergency.
� disU�bubon requesf that`does not,deariy fall anthin;the gwdelines set fortb abave:.. �
• In fhe, event o#, any changes to applicable law, including ihe safe hardor.dehned`in the
-. Treasury Regutations,,Empowermay revise this authonzation:and�instru�tiott from �me to _,
� -time and without furthet' notice to Empioyer: This authonzat�on ani! in§t�ucGon sfiall reman
". _ . : " - : . in"effect u�fiCrevoked`by'either party '�;
, - -• In o�der to cecerveihis:service, Einployerlriust also-�til¢e Enipower's. benefictary.
recordkeepmg;and defe[ral recordkeep�ngjservices.�
. : . . ,. „ , : ,
- Foreach PaRiapant receN�ng ao unforeseeabie eriiergency clistnbution; Plan
� ., . > :
.5ponsor instructs Empower-to:notify Enipioyer to suspend elecGye;deferralsfor tfie period
requiretl by the:Plao if.any ; Empower is instructed;io deny request:where khe =
_ unforeseeable emerge►icy event occu[red�pnor to tlie Effective; Date,:or.more than one year
prio� to the date theYe is:received Empower-inay contact,Eitiployer for duection wfien
unusuaf situations arise;' F,oreach requestfhat:is denied o"r. that cannot be processeddue:to ,_ �, :
- ;-: � its failure to saGsfy an_unforeseeabie emergency�event Empldyer�instructs Empq+rler to_ :=
� - -'RevLvmt Sop@ 3016452pM� �� -�;,9878f-01 ViAa� � - � .
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° notify the Paitiupant to contactEmpioyer-if the Partiapant wishes to appeal the ;:
detetminaUon. � ' ' _
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� . . ,.�12 incoming-Rollovers , ;, - - -• -
Emp(oyer instructs and_authorizes Empower to accept, wnthoui further.Emptoyer,approval,. .
Partiatpant.�equests, from achve employees Employer"forincoming rolloversto the P.lan
. that'are received imgood arcler,and m a forin! acceptable to Empfoyer insfnicts
Empowerto.:rely on a;ParUupant's cerbfica4on rnnthout further tnvestig'ation pr by ,.
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Empower tHat funds being rolled into the constitute an'-eligible r'ollover clistribution from
•. .
- an e(igible:retiremenf plan u+nthin the meaning of Code §402 �If,other than a direck rollover,
"` ° - rthe. Participant mu'st certrt'y thaFthe �oltov@r,is tieing made Plan within stxEy:(60)
;ofithe date the Pa�Ucipant received the:distnbutton`from the:pnor eligible reGrement plan ,_
• fmp' loyer he�eby represents that the Plan'accepts incom�ng rollovers:from terminated as= - •
� . . �well`as'activeempfoyees. .
� ��
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`- ,Employer instructs Empower to.re�ect anyralioverrequest received without proper
.. ° ,� documentation and to,returrt any roliwer amounts accompanying such'request '. -.
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Employer also.instruct§-and authonzes Empowerlo;accept Rarticlpant requests for mcoriming _
�:.. , plan;,taplan,:transfers if;altowed under the;Plan under the"saine cnteria as for:rotlovers : a§
` tlescrlbed: above '::. `" ' _ -
13 Qualified Qomesfic Relat�ons Orders {QDROs)
• Emplayers approved model foim_of QDRQ forthe;Plan �s`attached to.th�s Agreement, "
Emptoye[ heieby mstructs and authorrzes Empower to treat qual�ed.eacfi,QDRO �
receii✓ed by Empower�n good. otder using the motlel QDRO:.form, or a.form,that i`s s�mitar;in ,.
. ,
� ail rriateriai Cespects.to,the model QDRO fortn :; Employerinstnrcls Empowet (o process_the
[]DRO v�nttiout Employgr's further approva( �.by estabhshing a; separate account,far the `
�,' .. ` Altemate Payee or making a iump sum:distnbution to the AlCernate Payee .Eqiployer
instructs Empower to:send'a'copy of each',QDRO:confirtnatio.n or rejection lettec`to ,° �
Employer ..
, �. Employer furfher mstr'ucks Ertipower io pcocess withouY Employer s further app�oval ail .•
� requests received m good o_rder and m a riiannec'acceptable'to Empower far distnbut�ons
f�om'Altemate Payse,accounts establ�shed;before'_o� the=Effective•Date; . Empioyer
• instrticts Empower to.catculate any fUtemate Payee's QDRO`amounf tia.sed solely ori tfie,�
Pa�tiapant's account [ecords on'Empawer's recordkeeping system and to re�ecf any �DRO
tliat;specifies:a ya[uaGon tlate_p�or to the EffecliGe;Date
. If th'e Pian includes a Seif Directed Brokerage (S�B)-accountand tfie Altemaie Payee s„
, � awarded share exceeds the value of the Participanf's core mVestment. account(s): undertfie
Plan; Empower shali noi�fy the.PaRic�pant i,n writing to hquidate and transfe� the necessary,
<; .
° - remaining sum from,the�SDB in4o lhe core;in'vestment options; ro eriable the processmg of.
._ �. the QpRO. -If the Participant fails to transfer the necessary:arttount:withm fiffeen'(�15) - :
.
- Business Days of•the_date of:the notification and•if the necessary amount is.avaflable iri the
. ,: , , -..
SDB!maney:riiarkeE; Employerinstructs'Empawecto transfer�such amount into the '
`' ' Designated;lnvestment 4ption.:'lf there are �nsufficient availatile'funds in the;SD6 money_
�. �. , :..
- maiicet, Employer �ristriicks Empower fo;notify ihe, SOB provideF to'liguidate all'..of the ,-:�-
. ParticipanYs:SDB invesFments and to transfer the,en�re ariiount into fhe Designated
InvestmentAption _ ,
" If the the Plan: has exist'ing Ide,tns.urance and in tfie"event that the sum of alt ather
. Part[cipant assets is insu�aent to sah�y aQDRO,=Empioy'er:inslructs:Emprnve� to mstruct
°� ; ;s
- . r�i:sePe �n+se:s2a�.t sera�-0i Y�saorT��ti. _
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x�" any ex�sting life ��sura�ce provider under the Plan to surcender all ar a-po�fioa of;;the '
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Participant s,life iosurance policy and to tr`ansfer the.`proceeds3o Empowerfor depos�t lnto: ,. ,
the Partic�pant's account for sutisequenf QDRO processmg :The amount of the:surrender
,., :
- shall be no more than t(ie amount necessary fo satisfy the QRRO
Employer agrees to make defertninabons v�nth respect to ardeis receaved fhat are not '-
matenai�y similar to the model Q4R0 fortn;.for reasons othertha� inciusion of avaluation '
date that precedes the� ; F
- :-;
- By sfgmng the Agreements/S�gnature Adoption Page;�Employer agree"s to all ofsthe above �;; ,
; =provisions forthe'services`�lectei! by Employer en ttie Enhanced P�an;Services=Hac6on;
Form t s
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'.Employek.`s approved model form of-QuaHfletl Domestic Relations Order ("aDRO") For IRC
457(b) Plans , ` _ ` . _
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This is a Modei Qua)ified Domestic Relations Q�der ( Moilel QDR,O ) that has been preapproved ,
, by Empawer for use by the P1an for outsourced Qualified Domestic Rela6ons Orde� ( QDRO )
seroices. Although Model QDRO-confomis wnth Federal QDRO �equirements it may need
': - 6e revised Ior staEe and/or locai law and/or-the specifa�requir�ments of:the'Plan.itseff.;� Fufthet
the format of the Qual�fied�0omestic-RelationsOrder'may vary'depending upon lhe rules of'the
�:,
� :court in which ihe Padicipant obtains the;Ao`[nestic;Relations;O�der ,'Eo��these;:reasons;, tfi�s
,; . ,Model QDRO sf�ouid be used only by the Plan, after consuttatton_mqth the Flan s counsel Any
�evis�ons .to, the :Model QDRO must. be sutirriitted to:.Empower" approvat for use �nnth our
outsourced QDRO services.;° Nothing:confa��ed;in this-Model QDf�O shall be conatrued as"tax.or
• . ,..
• , `legal adv'ice. ; .' ,.
� , . :
It, is recommended �fhat a proposed "vers�on of th�s orderbe su6mitted to Empower with the body
of the oCder tilled: in pnor,�`Ea entry, of thls orde� for purposeg�-`af you�' o6tainrpg`Empowers ,
�� preapproyal of tfie,proposed orrler.. .
; , .. -,. _
, Proposed'and ente[ed o�tlers should be remitted to the Flan Recorclkeeper as folldwst;
: :Great V11est Retirement Servioes� .
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P O Boz.1,73764 �. : : , z
;::Denver,:CO 80217-3764
: • Fax # .(866} : .745=5766 � , '
. � ; , :. ...•;:COURfi� CITY OF .... ,.... .,�.... COUNTY OF
_;. • � " .. � "' STATE OF ..:. .. ... .... .
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IN RE ;fHE MARRIAGE OF :' ,
:t , ,
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Petit�oner : )
. _
,: , `• and '
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�: Respond"enf - � "QUALIFIED DOMESTIC RELATIQNS �RDEE2
:AND NOW; this :.' day of ;-2U� based on the findings set
� =forth;6elow, -:' ;
- - , .ITCSHEREBYQRDERED.ADJUDGEDANDDECREED' .
- . ...., „ ;_ � . ,:. ,, .
"T: Parties The part'ies:hereto were husband and wife and a dworce action is:'in this Gourt
_ � aF the above number; ThisCourt has personal junsd�ct�o�:overthe parties� The�parties
,. : ' _.
were married on • anii divorceii on .
�
2. Participant:lnfortnation The name tast known addres's, social .secunty number and
f date of 6irth of the plan Participant are,;:
1 .
,'. � ... ., . .° " -� .'�Remm�75ep920f6a;52P6t _ '` 58781-01 .
7
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"°�r.,-••"�
EMPOwER
a Na�,�
: SSN
c Address.
ri Date ot Birth
? Alternate Payee Infortnatan The name, last known address, social security number
and date of brth of the "Altemate Payee" are:
a Name:
b SSN:
c Address
� Date af Birth.
Tne Aitemate Payee is the PartidpanYs fortner spouse The Attemate Payae shall have
the duty to notify the Plan Administrator and/or Recordkeeper oi any cha�ges in mai6ng
address subsequent to the entry of this Order
a Plan Name. The name of the Plan to which this Order applies is the
Plan, (hereafter referred ro as'Pian").
Any Changes in the Plan Admmistratoc Employer, or name d the Plen shall not affeCt
Aitemate Payee's nghts as stipulated under this Order.
5 EHoct of thia Order as a QuaBAed Domestic Relations O►der. This Order creates and
recognizes the existence of an Alternate Payee s right to receive a portion of the
ParticipanYs beneflts payable under an empioyer-sponsored defined contribution plan
that is quafified under Section 401 of the Intemal Revenue Code (the "Code"). It is
�ntended to consiitute a Ouahfled Domestic RelaSons Order (`QDRO") under Seciion
414(p) of the Code
6 Pursuant to State Domsatic Relations Law: This Order is entered pursuant to the
authonty granted m the applicaWe domestic relations laws of
7 Provisions of Msrital Property Rights: Thia Order re�ates to the prwis�on of mante�
property rights as a result ot the Order of Oivorcg between the Participant and the
Altemate Payee
8 Amount oi Akornats Payes's Benefit: This Order assigns to the Altemate Payee an
amount equal to [choose either option BAt or BA2 belav]
BA1 S of the PartidpanYs Total Vested Account Balance under the Plan as
of the date this Order is processed.
OR
8A2 3 (doltars and cents) or _9'0 (percent)] of the ParUc�pant's Total Vested
Account Balance accumulated under the Plan as of (or the
closest valuation date thereto). The Alternate Payee's benefit herein awarded shall be
uedited with any lrnestment mcome (or losses) attnbutable thereon from the aforesaid
valuaUOn date (or the closest valuaUOn date thereto), unti� the date of transfer of the
Alternate Payee's share to the Alternate Payee.
(Note to drafting attwney: The Plan's cunent recordkeeper is not able to detertnme the
value � the PartiapanYs account balance and any �nvestrnent eamings and/or losses
pnpr to The parti� will need to amve � a dollar figure or
8
Rsvrnnt Sp9.20�61.52PM 9878t-0t Y�apedTpuaw
V
'1,,
EMPOWER
perCentage of ben�ts payable to the Aitemate Payee aa ot a date that is no eaAier then
. The Plan's curre�t reCOrdkeeper can detertnine the acCOUnt value
and celculate any earnings andJor losaes from through the date
asaets are transferred or distnbuted to the Aiternate Payee. Keep in mind that rf you
mu& ad�ust the valuaGOn date forward and a percentage is awarded to the Altemate
Payee in this section. you shouid cons�der whether to adjust the Aitemate Payee'a
awarded percenta�ge ta acCOUnt for any add�tional contributiona (and a�y ga�ns!losseg
accrumg thereon) made by or for the Partiapant to the accou�t after the ongmally
intended vaivatwn date )
Such Total Account Balance shall be determined after the account �s reduced by the
outstanding balance of the Participant's account reduction loan(s). if any, as of the
valuaUon date specdied above, such that the Account Balance shall not �nGude the
outstandmg balance of any account reduction loan(s) as of the valuaGon date. The
obligaUOn to repay any Partdpant Plan loan(s) from and after the date oi this Order
remains solely with the Partidpant. Such Total Vested Accourtt Balance shall inGude all
amounts maiMained under all � the vanous accounts and/or sub-accounts established
on behBN of the Partiupant, mGuding rdlover and transfer contnbutions
The Altemate Payee's portion of the benefits descnbed above shall be alloceted on a pro
rata basis first from all � the core accounts a�d/or core investment opt�ons maintained
under the Plan o� behaH o( the Participant other than life insurance or Self-Directed
Brokerage ("SDB"). rf any. The Plan shall redeem amounts from a life msura�ce contract.
rf any, �saued for the Part�pant under the Plan only to the extent neoessary to obtain the
amount that this order awards to the Alternate Payee. If there are any SD8 investme�ts.
and ii the balance in the core investments �s insufficient to satisfy the jud�nent.
PaR�c+pant must imGate a transfer oi the amount needed to satisfy the �udgment from the
SDB into the co�e investments. If participant fails to initiate such a transfer, or rf the
transfer is Insuffiuent to satfsfy the jud�nent, one hundred percent (100%) of the SOB
Money Market Fund will be transferred to the core invesVnents. If the balance is stitl
insuKiaent to satisiy the �udgment. the enbre SDB account may be liquidated and
transfeRed to the core investments.
Unless the Altemate Payee elects an immediate lump sum distnbuhon by the Plan at the
t�me this Order is submrtted to, and approved by. !he Plan, such benefrts shall also be
segregated and separately maintained in a nonforfeitable Account(s) established on
behalf of the Altemate Payee This Account(s) wlll �rntially be established propoRionately
in the same core investment optio�s as the Participant account Altemate Payee may
make subsequent investment selections as and when perm�tted under the terms of the
Plan Altemate Payee's account shall expenence gains and or bsses accordmg to the
mvestment expenence of the mvestrnent optlons in which Attemate Payee's share is
mvested.
9 Commencsment Date and Fortn of Payment to Altemate Payes: Ii the Attemate
Payee so elects o� an appropnate fortn, the benefits shall be paid to the Alternate Payee
as soon as administratively feasible following the date this Order is approved as a QDRO
by the Plan Benefits will be payable to the Atternate Payee �n any form or permissible
option othervwse ava�lable to participants under the terms of the Plan, except a �ant and
survrvw annwry The Aftemate Payee wlll be respons�ble for paying any applicable
withdrawal charges fmposed under any investment account(s) with respect to his or her
share under the plan.
10 Akemate Payee's Rights and Privileges: On and after the date that th�s Order is
deemed to be a QDRO, but before the Alternate Payee receives a total distribution under
the Plan, the Altemate Payee shall be entitled to all of the rights and election prnrileges
that are afforded to Plan beneficianes, induding, but not limited to, the rules regardmg the
9
Rr.rox-' ue7 _+ i.��r, f 52 �M S�7P"1'.' �: �a^,e ct'.ya�r>.�
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right to designate a':benefiaary fo� death heneft pucposes and tfie nght to direct Plan
mvestments, only to:the extent permitted under provisions of the Plan
:: ,% 11 Oeath of,Alternate;Payeo ln the ev `ent of the Alternate Payee s death prioi:to receniing
._: : ; the full am,ount of tienefits assigned ur�iler thts Qrdet and the:.benefit opt�on cfiosen
tiy the Altemate Payee, :sucti Altemate Payee'.s heneficiary(ies) :`as des�gnated on'the
- appropnate form'prov�ded to the Plan or in the-absence of a beneficiary iiesignadon :'the
remaindee-of any �unpaid tienefits under the �terms of! ih�s Ortler stiall;<6e paid.,m
,. , . . ; ,
:, _.
accot�dance anth th.e�terms of :the Plan : ''
, .._
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'. ='I2 D'eath of:Part�cipant Should f�e Partiapant�predecease lhe A(ternate Payee, such
PacticipanYs death shafl �n no, way affect the Altemafe Payee s nght to the port�on of the
; < `. .,
` : benehtsas stipulated herein ': x
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: 13 Savings Glause This Order'is notmtended and shall nat he construed�n:such a {
manner as to requ�re the Plan: " -
a:` to,'.provide any type or:fortn of benefits or�any opUon not otherw�se prowded "
under the Pian
t
b: to prowde �n.creased=6enefits to:the Nternate Payee, ,,;
. ,
c- to'pay any benefts �tothe Altemate Payee which are reqmteil ta be pa�d to
� ;. ; another altemate payee under "another order prev(ousty determined ta be a � f
` LL `: QDRO or ';:: : .
,
_ d to:make any;paymenf;or take any ac�on:which is lncans�stent vuith anyiederal;or -
" state (aw ru�e regulation ar apphcabie jud(cial decision -
14 Certiftcation of Necessary Information Ali.;paymenfs�made pursuant �to th�s Order
sliall be condihoned,on ihe certific�bon;;by fhe Payee and the Partic�pant ta`the ,
, ..
:° . Rfan of such mforination as the Plan may reasoijably �equ.iie from such parties
-
15 Co�tlnuetl Quadfieit Status of Ordei' It is the �nteotion:, of the par�es th8f th�s QDRO
� ` , continue:fo qualrfy as a �DRO as it,may be amendedfrorim Ume to.time
_. �16 ,'Tax TroatmenE of •,Distribut�ons Maile Unde.r 7h�s Order Fo,r purposes Sechons
, " 902(a)(1),and 72 of;the Code or any successoe♦Code secdon �any Alternate;Payee who
is`>the spouse or forrrier spouse of�ttie FBrticipanf shall be as, the•disfribUtee of any
disfnbution or payments made to Ehe�Alternafe: Payee under the terms of tfiis Order; and
as sUch, will be required to pay the app�opna[e:federat mcome taxes on such;distn6ution
' �17 Parties Respons�biltties irt;Event of Error In the event that the Rlan inadvertently
pays the Partic�pant°any benefits that aie ass�gned to the Attemate.Fayee pGrsuant fo the -
_ _- tertns of this Order,?the PaRic�pant shall immeiiiately reimburse the Altemate Payee;�to
_ tFie exten4.that the.`sParticipant has received :such beneft payments hy paying such
- ' . ,.�
'' . ;. 'ar�ounts directly to the Alternate Payee unthin ten (10).tlays of Feceipt
In'the event that the';Plan �natlyertently;;pays the Altemate:Payee any benefits that are to
remain the>sole of�the Partic+pant.pursuant to fhe terins of this;Order fi: ��
Parttc�pant:,has =expen�nced �'a -diatn4utable' even� unde.� the tenns o[ tNe Plan , the
Altemate;Payee shal� �mm2c)iately reimburse'.the PariiGPant fo;the exCent that the
" ARemate Payee has �eceived sach benefit payments by,paying,such amounts directly to
tH9 Padicipant unthin teri (1'Q)�days of�teceipt ;If the Pait�cipant:has nof ezpenenced a
di'sknbutaple event:under tfie-terms of�the Plan;;the Alte[nate Payee shall immediately i
reWrn sucfi;overpayrrient,to ilie Pian withm ten (10} days`of rece�pt °
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Re�sana se�,� anfaeszai+ ro set8�-0� v�,ewTe�_se
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1'8 Effect of Plan Temiinatlon = In the event of a-Plan termmadon ihe Alternate Payee
{ . en i
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:`sfial be t Ued•.to'
receive his or'tier oRi n f the�Paitici` rifs� ' fi s'
. o_o a b e t s: u
I :. ,
, p ,. p en ..,a sUp lafed
- 6erem tn _ acco[dance �with the Pla�'s tertninaUon ,pro"visions for paRicipants a�d -
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-. .. `beneficiaries -
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'.19 Gontlnued.' Junsdiction The Court'�et0irts �urisdictwn oyer this•matfer taiamepd,th�s
: Order to �estabhsh .or rriaintain its status as -a.'quaiified'domestic relaGons otder,� as
� amended:and fhe origmal intent of the`parties•es"stipulated fierein., ;The Gourt.shat4 also
- retain �uriscJichon to enter such.further ordais asare necessary to,enforce the ;assignment
- of�benefits;io ihe ARemate Payee as sef forfh herein � `
�20 Fee A' processmg; fee of $250 00 sHall be : charged one half _(S125 00} `against the
Altemate -�Fayee s sharelaccount an.d one-half (5125:00} against the , Participant, s
reinaming; account ;.lh the. event that: the �AlCemate;�Payee is�:avuarded;�100%; of #he
_ -. FarlicipanE's account balance as of�tfie date; [his� Orde� is ptocessed� pursuant to, this
Otder the,entire processing"fee shall be charged3a the Aiter�ate Payee s accounUshare
• If.there are°not suffic�ent funds in e�ttier party s account:fo pay .that party s; tespective
stiare of the fee the diffe�ence. shaU be charged to the othe;r pa�fy: ..
- BYTHECOURT , -
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_. . � . ,,_ ' -
�� �•�r
_ - .,.. . .;
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. ,; : JUDGE " . ;; ,
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Petd�oner -
Respondent , .
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Enhanced Plan Serv�ces Elechon Form Cfor 457�b) P[an5j
,:,
"Ihis Fahunced PlanScn+ces Blecuon Form.alto��s ?ou Itaadd ind�vidual sen�ocs er u(I of ihe scr��c�s�to }�ur I'lan Plq.a refir ta tlk: Senm
;dgrccmcnt AliklenJum;for f�mures tlnt ma} appl� to �hc i'.nhanoeJ:t')nn �ces nmu�gement ��fien Comp�ctmg ttus Com�
; „ �: -
- - - ��
=' `�1 1'lap)nformation. E . .; _
I�IqnNamc. Villagc.oPY�qu.,maDeFericdCom�unsutionP)an. �< �: t P1nnNuinhr 95781-0I
: II GlcctiooForAppro�alScr�lcea " `
❑ IX�iba�q RcicrnunaUpn f nr»Umcnt , � � . _ : ,
In otd�r to reccic�c this sciqia Cmplrner must prrn �de 6irth dnte, hve d5te t� Inre date. terminand� daie:: arid ehg�6�laj indieator!:foreacB :-
coipCo�ce on'n pa�rott period bas�s -
; ❑ � : . � -.
� In qnier ro naei�e ttus scry!aa Lmpto}er musc prav�de bmh �at�, �ddress. lure tlaze re lurC <I.�ti.. termmatiyn d1t� el�git,iluy mdJCator"*
- gcnd�r'�!; sal�n�'«• and j�.uiic��5tion cLuc fnr:cacltamplo}c� on n pa��riilf Emn�xi��s�s .,� ; s; .`;
a.Bcneficup�ltecordMcping , ; .. , '
In'ord�rto rccciF c ih�s scFV�tt hni�tlo?er mus� prkv�dc b�rth siatc. addr�s ,md m m�al stntus �tn ri�uikT011 �noJ bas�s. `
D Xkfcm�l[tcconikccpin� .; ^r ,�; ;-
In ordcr [o rccii�c (h�s strna Cmpto}er musf pt'rnrd� b�rth Jali, nddre'�s, tn� ci.rtc :rc h�rc dat�: tertmnation dati. cligibiln} mdinior and
; : partirapadon Jalc foruich.emplo�ec"on a payroll �xriod basis . ,°
O,l;oar►t - -
In uider to reccive tN�s scn�ice Lmpin}cr mus( pFovide 6irth`dntr. addnss hue dutG �e hue d�1c: r�rm�ns�ion cL�t� and' ilatn t� �lculate
; vr.'stine�s'° for �ac6 em{�loyce an n p:iyroll �crincl b��s .". +" ': r
,: :. . .. .
0 .)'eshng - �: �:' � � 3 .�, .� �. � �; :, �_' ' : �, � ;� �;
(n Qider tp rrixi�� tfiu sen�ce. Cmpiorer must gtqt�d� binl�,dnt�, ture daic n bire'Jate, tammaUan date .c{igib�litrinUu�ator 1'ID hourx�n
sln�ice QR airtent penod:liaurs «orAcd Por eaeh:amplo}c�; o"n"a p,it2oll gi.�nod 6asi�.ii�scd on your plan sset�up
❑Ulstn6utionP�neessingfnrSe�rrdnceufEmploymentorRel�eem0nt "• �: .
_- In u�dcr to rccr:i«. Qns seRrec Fmploy�r must prt��tcte 6inh dat�, udclr�s, I�v� clatw;ie hirc tlatc: termmauon datC and'i1.Tta lcr calculate ,
' . ��esiiiag°"••fo�;�ndiemplo�rcnna�acrallperio+IbnsGC _
❑ 1'dunfuq Io-Sen�ceDe�lmimus.Qistn"buhons_forGmcrnmcnt357(6)Plnnc ` `
1� order to rcaiv� th�s sery�co Cronloiu must prowde h�rth J�IG addr�ss hiro daf4 �n h�re d�ti„ ic(mtnauon dnte �tul ilata to plculnte
�� ve5tiog` for`ench employ�.�. po a:pa?roll jk.-rincl:basas. ,; '; , +=
� ,.. .. ,., ., ,, _
^ ` . t7�Reqwml �linimum!?15fnbahons :, � ' " � -
1n�o�d�rto receilv ttua scn�ict:. EmPlayrr musf pim�dq birtli �inl� uddr�sc hvc cf.�te: ra huc cltct�; temunatinn+lal� dala ia u�ItuL?(c,��stmg"'"'
, . ., . .
:unJ participanl'rnvnera oC3°o nr morz.foc, each.cmplo«.ron rt-{n�ro11 periad basts. :: -�
O♦tSenefiaary Con6rmabon Tor Iknth Eknefit C:Iqims -; f �
In 9idir ta nct:i�e th�s setYicY, Cmpio}er mu.tit :�f� ut�1UC Grc�u �Vest s kxnefic�an�'recocdl,�vpin� .md ��sting irncbmg scrv�ces, if�the I'la�i laas 3
' ��.ci;n�scheaulc - -
O lltstnbutipns Uuc to 1?nforecteublc F mcrgencics (forptansti�rthS�S mdfian lstctsOnly}; - • -
fn netler to reitii4�e this sccJia Cntnlo}er must Wso utd�a. Gn:nt West s:;4�ncf �c�an� mrntdl��c�+iog�nd di('cirol n.eorsl{:ctpin� xrvices. as u�i.11_ �
as�Great 1Vest's Ycsung ttafi.},mg scrsice dtln. F15n Gas a Ees�ingscheduic •�; ��
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❑ Qu�1�Ped Dnmcatic ReloUons Orders (QDltt)s) `: _`- � �' ;r
In qrdetto r«eirn Utcs senia t'mp}o�i,rmust nlsi� uul��r Griat tL`est s��cetiny tiac}i�ng senu�c;tFthc Planlms a+Y�sung sdi�u{z ;
❑[n�nmmg.Rollo�ers .'" ' °
In artler to reai�e tlns seN�cc. L mplo}er must prti�7de birth:Jatc uddress hta dat� q. h�reda�e=tirnunyion �
1 date�:r.li�6ility iiid�piur anU �r„ici�ration dntc Gir ea�h empin�Le nn u`payroU peniid hatiis ',
. ,:' � ` , ` : . �� .
' For cmptnSeesin �"n excluJ�l clas,s or c�nplo���es tivhq move from an �actuilad olacs 10 an`cl��n61c clasc _
'� •' 1f Giripo»cr �s,not'pro��c�ing cl��i6ilit}::dotcrtnmauiin scre�ccs. :-.
"� "•" If pliiri U.�s hlanaged Accounts as defatilf.or for �Idn� �v�th Munn6ccl AcCOUnts ��ecung'd�e Reurcnicnt Readiness R�purt Card
•, Ifc4�py��blc ,
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; B� s�m(n� the �greemenis/b�g�ature AdopTion Pagc T:m�loycr aeeesto provid� dh data'ekm�nts ouih�d tor rach clected sen ia on u pa}TUl) �xriiul
, basis ' ; ,.
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Re�ont Sep9 2{YtCd.35PAf �..� � ' 5+791-01 YS�gaQi,teamla _
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5 �AgraementslSer;vices Signature Page : Village of Tequesta 98Z81 01 , .
, By sigrong this Agreements/Sgrvtces Signa(ure Page the parties certify:thatihey have read and understootl tivs „
;:'Agreemetit and a11 appl(qble daumen3S'set forth below,,that they agree to be bound 6y the ferms anSl cond�hons of �;
� ihese Agreements and appticabte document's hsted;below and that they have the autbopty to s�gn at�l adopt these:
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documenta-that renu�re issuance to cfient (ilo.not renuire'return#o Great-Westt
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• Services Agreement�Addendum For Enbanced Stgnaturele5s Recordkeepit�g Sernces (if appl�cable) >�
. .,C�roup Annuity Contract (if applicable) ' _ .'� ° ' , "
_; ` • Procedures fior Complymg anth Fund Company Mark'et 7iming'and Excessive Tradng Policaes
Busmess Contimnry F?ians � -
: , . Pnvacy Notice Exh�tiit ; : � , ; : = ' •:
•, MorningsfaF Invesiment Management LLC Ad�nsory�Semces Agreement (d applicab(e) aqth Form ADV Part
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- • :Mtliennium:Trusf Automahc Roilover IRA Program " !" '
_' Docuiiierits thaE reqaire submission`to Great=We'st a'nd are covered bv the Siqnat�re Paqe
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. z Loan Policy . ' ° ;. ,� �
• Empower Redrement Lrfe Insurance Gu�d2Hnes and Potiaes (f.apphcabte);
• Appendix q of fhe Mommgstar Cnveslme�t LLG:,Adv�sory:Semces Agreement (f appbcable)
'Documerrts that ieaulre a seoarate si4natum and supmisslon to'Great Westy °,
�' Plan Service Center=Appi(cafion:{PSC) `� " >
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Group Ariniuty Cont�act Appiication (if appticable) ;
• Signatuie Authonza6on F�m ; ' � `, . ° � _
• RutomaUc RolloverlRA ElecGon;�orm (rf 2ppiica6�e per plan docume� de°mmimis rules} j'
•'Mdlennium,7rustAutbmallc Rollover Sennces qqreement {if applicab(e per plan document de mirumts niles)
• SeIF D�re�te�i Accourit In(ormadort (it appiicabte) '. ' '
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• AgteemenlsiService;Signature Page �; " �
Consenf.to Receive Communication anii DocumeMs EtectronTcallV _, � �
� ��� (n accordance with applicable;law Great,West Li►e & Mnuity'Insurance,Company'.'must obtain the Plan'5 consent to
; reeeive piivacy npbces elecfrorucaliy Pri'vacy noUce"s v,alt be dehvered;elecUOnicaHy vv�th you� consent below �'
:0 The Plan hereby consents to recerve pnvac.y noUces etecfroqically ,; � r
O� The P�an does.'not consent_to recewe pnvacy notices electromcalty ' -
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-GteaY West reserves the ngfif•to promde commurncations and;documents ircan elecUomc Format By srgrnng hdow,,°
:Plan Spo�sor understands;acknrnNedges antl cbnsentsto theetectronicwmmunication of'atl generai Plan Sponsor
;commun�ca�ons and the electron�c dHidery of.plana�tl servic� related informadon :Certain`documents'delivered '�
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_ __ _ ___ . . . . �
EMPOWER RETIREMENT ADVISORY SERVtCES AGREEMENT
This Empower Retirement Advisory Services Agreement (this "AgreemenY') is entered into as of
the day of 2016 by the Village of Tequesta (the "Plan Sponsor") and
Advised Assets Group, LLC ("AAG"), located at 8515 East Orchard Road, Greenwood Viliage,
Colorado 80111.
RECITALS
Whereas, the Plan Sponsor has established defined contribution plans under the Intemal
Revenue Code (each a "Plan"); and
Whereas, the Plan Sponsor has selected Great-West Life & Annuity Insurance Company or
First Great-West Life & Annuity Insurance Company (individually or collectively "Great-West"),
to provide administrative, recordkeeping, and other services to the Plan as set forth in the
service agreement between the Plan Sponsor and Great-West (°Service Agreement°); and
Whereas, AAG, a wholly owned subsidiary of Great-West, makes available investment
guidance, advisory, and discretionary managed account senrices ("Services") to defined
contribution plan participants; and
Whereas, AAG has selected an Independent Financial Expert� ("IFE") pursuant to Department of
Labor Advisory Opinion 2001-09A issued on December 14, 2001 to provide such services to
AAG for use under Services; and
Whereas, the IFE has developed a methodology and proprietary software and technology used
to provide participant level investment advice and discretionary managed account services;
including personalized Internet-based guidance, investment advisory senrices, and discretionary
managed account services with respect to investment choices held within defined contribution
plans; and
Whereas, the Plan Sponsor desires to make Services available to participants ("Participants") in
the Plan pursuant to the terms outlined in Appendix A, attached hereto and incorporated herein;
and
Now therefore, the parties hereto, in consideration of the mutual covenants and representations
herein contained, do hereby agree as follows:
TERMS
Article 1
Selection
� Plan Sponsor hereby agrees to retain AAG as investment adviser to the Plan to provide
the services selected on Appendix A, as described in Article 2. By utilizing the Services
described herein, the Plan Sponsor agrees to be bound by the terms and conditions of this
Agreement.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%) 10.20.16
Page 1 of 8 v. 5/2016
�
Article 2
Services
2.1 AAG will make available Services to Participants in accordance with Appendix A.
Services includes Online Investment Guidance, Online Investment Advice, and Managed
Account Service as described in Appendix A.
Under Services, AAG does not provide advice for, recommend allocations of, or provide
management services for individual stocks, self-directed brokerage accounts, guaranteed
certificate funds, or employer-directed monies. A Participant's balance in employer-directed
monies or transfer-restricted funds may be liquidated or transferred. AAG may not recognize
certain types of transfer restrictions as applicable to adviser-initiated transfers. Participants may
be required to liquidate the above-referenced funds prior to or as a condition of enrolling in
Managed Accounts, subject to Plan and/or inuestment provider restrictions.
The Pl.an must select and at all times maintain Core Investment Options that cover the following
broad asset categories in order to utilize the Online Investment Advice and the Managed
Account Service under Services: Fixed Income/Cash, Bond, Large Cap, Small/Mid Cap, and
International. The asset classes and Core Investment Options must meet the requirements of
the IFE which may be amended from time to time. Should the requirements of the IFE not be
met, AAG and the IFE have the right to suspend Services until the requirements of the IFE are
satisfied. The IFE is solely responsible for determining the adequacy of exposure to the
aforementioned asset classes and for determining the core asset class exposures needed for
the provision of Online Investment Advice and the Managed Accounts Service. �
AAG will on an ongoing basis review the methodology and services of the IFE and integrate the
Plan's Core Investrnent Options into Services. AAG may make available to the Plan Sponsor
certain periodic written reports related to Services.
Plan Sponsor agrees to provide or to assist AAG in obtaining all participant data that is
necessary to perform its duties under this Agreement, including but not limited to: date of birth,
income, gender, and state of residence.
2.2 ,Plan Sponsor hereby authorizes AAG to make Services available to Participants
in accordance with Appendix A, using Participant information provided to AAG by Participants,
the Plan Sponsor or its agents, and/or AAG's affiliates. Plan Sponsor acknowledges and
agrees that Services will be provided by AAG based on the methodology and proprietary
software provided by the IFE.
2.3 The Plan Sponsor understands, acknowledges and agrees that, unless otherwise
s ecified, the Plan S onsor's election under this a reement to offer the S rv'
p p g e ices applies only to
. the Plan, rather than to other plans sponsored by the Plan Sponsor that may have investment
lineu s similar to the Plan.
p
2.4 Plan Participants shall pay all AAG fees, in accordance with the terms outlined in
' Appendix A, for the respective services utilized. Plan Sponsor authorizes Great-West to collect
these fees on behalf of AAG and to deduct fees from Plan Participant accounts that enroll in
Services and become actual users, in accordance with Appendix A.
2.5 AAG has authorized GWFS Equities, Inc. ("GWFS") and its licensed agents and
registered representatives who are Great West employees (collectively referred to as
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
Page 2 of 8 v. 5/2016
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"Solicitors") to solicit, refer and market AAG's advisory services to potential and current
investment advisory clients. GWFS is a Broker/Dealer, registered with the SEC and is an
affiliate of�AAG. The registered representatives of GWFS are employees of Great West. AAG
and GWFS, are wholly-owned subsidiaries of Great West. In addition to their salary, Solicitors
registered with GWFS and employed by Great-West, may earn additional bonus compensation
for soliciting, referring and marketing AAGs advisory services.
2.6 AAG may provide additional services pursuant to instruction or dire�tion from the
Plan Sponsor. Any fees for such additional services will be agreed upon by AAG and the Plan
Sponsor prior to the provision of additional services.
Article 3
Representations and Warranties
3.1 Both Parties. Each party hereto represents, warrants and consents that (a) it is
authorized to enter into and perform its obligations under this Agreement; (b) any actions by, or
filings with, any govemmental body required for the party to enter into and perform its
obligations under this Agreement have been taken or made or will be taken or made when
required; (c) entering into and pertorming its obligations under this Agreement does not violate
any applicable law, rule or regulation or its organizational documents or any other binding
instrument� d this A reement has been dul ex u
,() g y ec ted and delivered; and (e) it will perform its
obligations in compliance with all applicable laws, rules and regulations.
3.2. AAG
I � (a) AAG represents that it is registered as an investment adviser under the
Investment Advisers Act of 1940 ("Advisers AcY').
(b) AAG acknowledges and agrees that it is an investment adviser and fiduciary
under the Advisers Act and is a fiduciary under the Employee Retirement Income Security Act of
1974, as amended ("ERISA") to the extent it provides Online Investment Advice to Participants.
' (c) AAG acknowledges and agrees that it an investment adviser and fiduciary under
the Advisers Act and is an investment manager (as defined under Section 3(38) of ERISA) to
the extent it provides the Managed Account Service to Participants.
(d) AAG represents that the IFE is �not affiliated with AAG or Great West and that
AAG has entered into an agreement with the IFE. AAG's agreement with the IFE includes
representations that the IFE: (i) is registered as an investment adviser under the Advisers Act,
and (ii) will maintain the required federal or state investment advisory registrations that permit it
to pertorm its obligations under its agreement with AAG, and (iii) will act, at all times in providing
the methodology and software for AAG's suite of advisory services (the "Program") in conformity
with the requirements imposed upon an IFE as described in the Advisory Opinion 2001-09A
issued on December 14, 2001 by the U.S. Department of Labor (the "DOL") and any
modifications or amendments thereto, to the extent that the Advisory Opinion is applicable to the
operation of the Program.
3.3 Plan Sponsor. Plan Sponsor represents that it is the Plan fiduciary with the
authority to execute this Agreement on behalf of the Plan and its Participants and commit to the
terms of this Agreement. Plan Sponsor, by itself and on behalf of the Plan, represents and
acknowledges that it has received and read AAG's Form ADV Part II (or equivalent), consistent
with Rule 204-3 of the Advisers A�t. Plan Sponsor acknowledges that the Core Investment
Plan Sponsor Initials:
Village of Teyuesta AAG Opt-In (0.50%)_10.31.16
Page 3 of 8 v. 5/2016
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Options offered throu h the Plan s were chosen b the Plan S onsor and not b AAG Great-
9 O Y p Y �
West, or the IFE.
Article 4 .
Term, Termination & Substitution of IFE
4.1 Term and Termination of this Agreement. This Agreement shall be effective as
of the date stated above (the °Effective Date") and continue in force for three years from the
Effective Date ("Initial Term"). This Agreement shall renew automatically for successive one (1)
year terms (°Renewal Term(s)") unless one party provides the other party with written notice of
its intent not to renew the Agreement no less than ninety (90) days prior to the end of the Initial
Term or any subsequent Renewal Term. This Agreement may be terminated prior to the end of
the.lnitial l'erm or any Renewal Term in the following circumstances:
(a) Plan Sponsor may terminate this Agreement upon written notice to AAG if
Plan Sponsor determines in good faith that the Agreement is not consistent
with its fiduciary duties under ERISA, if applicable, or applicable state law;
(b) In the event that Plan Sponsor terminates its Service Agreement with
Great-West, or the Service Agreement expires pursuant to its own terms,
this Agreement shall automatically terminate, effective on the same date
the Service Agreement between Plan Sponsor and Great-West terminates
or expires; or
� (c) AAG may terminate this Agreement under the conditions set forth in
Section 4.2; or
(d) Either may terminate this Agreement without cause upon sixty (60) days
written notice to other party.
Upon termination of this Agreement for any reason, all Actual Users, as defined in Appendix A,
will be immediately restricted from using Services.
4.2 Substitution of the IFE. During the term of this Agreement, AAG reserves the
right to replace the IFE in its sole discretion. AAG will promptly notify the Plan Sponsor of any
such change. In such event, a replacement Appendix A will be provided to Plan Sponsor, if, in
AAG's sole discretion, a replacement Appendix A is deemed necessary. In the event AAG is
unable to contract with a suitable replacement IFE, this Agreement shall automatically terminate �
upon written notice to the Plan Sponsor.
Article 5
Confidentiality
5.1 AAG and the IFE's Confidential Information. Plan Sponsor acknowledges that
information regarding AAG, the IFE, and Services including, without limitation, the databases,
hardware, software, programs, engine, protocols, models, displays and manuals, including,
without limitation, the selection, coordination, and arrangement of the contents thereof are
intellectual property and trade secrets, proprietary to AAG and/or the IFE, as applicable, and
constitute "Confidential Information." Plan Sponsor acknowledges that all nonpublic information
regarding the business and affairs of AAG and the IFE including, but not limited to, business
plans, agreements with third parties, fees, services, customers, and finances, constitute
Confidential I nformation.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_1031.16
Page 4 of 8 v. 5/2016
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5.2 Plan Sponsor's Confidential Information. All nonpublic information regarding the
Plan, the business and affairs of the Plan Sponsor, all Plan Sponsor intellectual property and all
personal information of Participants including, but not limited to, the names, addresses, social
security numbers, financial information and compensation data of the Participants, leamed by
AAG or the IFE in the performance of this Agreement constitutes Confidential Information of the
Plan Sponsor. Nofinrithstanding the foregoing, AAG may provide nonpublic information it learns
about Participants to the Plan Sponsor and the plan provider for reporting purposes.
5.3 Non-Confidential Information. Anything in this Agreement to the contrary
notwithstanding, except with regard to personal information of Participants, the term
"Confidential Information° does not include information regarding a party which (i) was, is or
becomes generally available to the public other than as a result of a disclosure by the receiving
party or any of its affiliates, agents or advisors, (ii) was or becomes available to a party or its
affiliates from a source other than the disclosing party or its affiliates or advisors, provided that
such soucce is not bound by a confidentiality agreement for the benefit of the disclosing party,
(iii) was within a party's possession prior to being fumished by or on behalf of the other party
provided that the sources of such information were not covered by a confidentiality agreement in
favor of the party owning the confidential information, provided such confidentiality agreement
was known to the receiving party at the time the information is obtained.
5.4 Treatment of Confidential Information. Confidential Information will be used by a
party in connection with the performance of its obligations under this Agreement. Each party
will receive the Confidential Information in confidence and not disclose it to any third party
except as may be necessary to perform its obligations under this Agreement, to review or
evaluate the services provided or as required by law or as agreed to in writing by the other
party. Each party further agrees to take or cause to be taken all reasonable precautions to
maintain the secrecy and confidentiality of the Confidential Information. Neither party may
disclose, and shall make reasonable efforts to prevent the disclosure of, any part of the
Confidential Information to another person except as permitted by this Article 5. Confidential
Information may be disclosed to a party's directors, officers, employees, consultants,
representatives, and the Plan's recordkeeper (each a"Representative") who need to know in
order to further the purposes and intent of this Agreement. Disclosure of Confidential
Information may be made to such Representative only after the Representative has been
informed of the confidential nature of such information and has agreed to be bound by the terms
of this Agreement's confidentiality provisions.
5.5 Public Records. Notwithstanding any other language in this agreement to the
contrary, and in accordance with Sec. 119.0701, Florida Statutes, the AAG must keep and
maintain this Agreement and any other records associated therewith and that are associated
with the performance of the work described therein. Upon request from the Village's custodian
of public records, the AAG must provide the Village with copies of requested records, or allow
such records to be inspected or copied, within a reasonable time in accordance with access and
cost requirements of Chapter 119, Florida Statutes. Should the AAG fail to provide the public
records to the Village, or fail to make them available for inspection or copying, within a
reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida
Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the AAG shall
ensure that any exempt or confidential records associated with this Agreement or associated
with the performance of the work described therein are not disclosed except as authorized by
law for the duration of the Agreement term, and following completion of the Agreement if the
AAG does not transfer the records to the Village. Finally, upon completion of the Agreement,
the AAG shall transfer, at no cost to the Village, all public records in possession of the AAG, or
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
Page 5 of 8 v. 5/2016
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keep and maintain public records required by the Village. If the AAG transfers all public records
to the Village upon completion of the Agreement, the AAG shall destroy any duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements. If the AAG keeps and maintains public records upon completion of the
Agreement, the AAG shall meet all applicable requirements for retaining public records.
Records that are stored electronically must be provided to the Village, upon request from the
Village's custodian of public records, in a format that is compatible with the Village's information
technology systems.
IF AAG HAS QUESTIONS REGARDING THE APPLICATION � OF CHAPTER 119,
FLORIDA STATUTES, TO IT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
i4GREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR
THE VILLAGE, AT (561) 768-0685, OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA
DRIVE, TEQUESTA, FLORIDA 33469. �
Article 6 �
Miscellaneous
6.1 Nofirvithstanding anything else contained herein, this Agreement may be
amended, supplemented or restated only with the written consent of both parties. The parties
agree that they will amend, supplement or restate this Agreement as necessary to comply with
changes to applicable law, as amended from time to time. For the purposes of this Section
6.1, "written consent of both parties" shall be deemed to include electronic mail transmissions
only if such transmissions include PDF or other facsimile transmissions clearly reproducing the
manual signature of an officer of each party who is authorized to execute an amendment of this
Agreement and specifically referencing this Section of this Agreement.
6.2 This Agreement and its Appendices constitute the entire agreement befinreen the
parties relating to the subject matter hereof.
6.3 This Agreement will be governed by, and interpreted according to, Florida law
without regard to its conflict of law principles, except to the extent it may be preempted by
federal law.
6.4 Plan Sponsor acknowledges that neither AAG nor Great-West makes any
representation concerning the tax treatment regarding an election by a Plan Sponsor to pay (or
have the Plan or Participant pay) for Services.
6.5 AAG is not liable for any losses a Participant may incur if the value of his or her
account should decrease related to the Participant's use of any component of Services and/or
the ParticipanYs investment decisions in following, or not following, any investment advice
produced through Services except as provided in Section 6.7.
6.6 Plan Sponsor or its designee, including any third parties retained by Plan
Sponsor, shall provide all data and information necessary for AAG's performance of the
Services in a manner and format acceptable to AAG. Plan Sponsor agrees that AAG shall be
entitled to fully rely upon the accuracy and completeness of data and information submitted by
the Plan Sponsor to AAG, and that AAG will have no duty or responsibility to verify such data or
information. AAG is not liable for any losses or claims to a Participant's account that are a
result of inaccurate data provided from the Plan Sponsor to AAG.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
Pa e 6 of 8 v. 5/2016
g
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6.7 Neither party shall be liable for any delay or failure to perForm its obligations
(other than a failure to comply with payment obligations) hereunder if such delay or failure is
caused by an unforeseeable event beyond the reasonable control of a party, including without
limitation: act of God; fire; flood; earthquake; labor strike; sabotage; fiber cut; embargoes; power
failure, e.g., rolling blackouts, electrical surges or current fluctuations; lightning; supplier's
failures; act or omissions of telecommunications common carriers; material shortages or
unavailability or other delay in delivery; lack of or delay in transportation; government codes,
ordinances, laws, rules, regulations or restrictions; war or civil disorder, or act of terrorism.
6.8 Indemnitv and Limitation of Liabilitv.
(a) AAG agrees to indemnify the Plan Sponsor and the Plan, hold each of
them harmless and defend each of them from any Liability (as defined below) directly
resulting from either the following: (i) any breach of fiduciary duty by AAG; (ii) AAG's
material nonperformance of its obligations under this Agreement or (iii) negligence or
willful misconduct by AAG or the IFE, to the extent that such Liability is not caused by
the Plan Sponsor's breach of this Agreement, or caused by or attributable to an act or
omission, negligence or willful misconduct of the Plan Sponsor or a Participant user.
(b) The Plan Sponsor agrees to indemnify AAG and its Representatives, hold
them harmless and defend them from any Liability directly resulting from either or both of
the following: (i) any breach of fiduciary duty by the Plan Sponsor; or (ii) the Plan
Sponsor's material pertormance or nonpertormance of its obligations under this
Agreement.
For purposes of this Section 6.8, "Liability" means liability, damages, losses, and
expenses, including reasonable attorneys' fees.
Neither party will be responsible to the other party for any Liability attributable to an act
or omission of a Participant user, the other party, or a third party. NO PARTY WILL BE
LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR
PUNITIVE DAMAGES, EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY OR IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
Each party's indemnity extends to the other party's fiduciaries, agents, directors, officers,
trustees, custodians and employees. Either party's indemnity obligations will be reduced
to the extent that its ability to manage the claim is materially harmed by any failure of the
other to give prompt notice of the claim, complete information and reasonable assistance
to defend or settle the claim. The indemnity does not cover any Liability for which the
indemnified party actually receives reimbursement or indemnification from another
person, including under a liability insurance policy. Any finding that any aspect of this
indemnification provision is unenforceable by operation of law will not affect any other
portion of this provision.
6.9 Inspector General.
Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector
General has jurisdiction to investigate municipal matters, review and audit municipal contracts
and other transactions, and make reports and recommendations to municipal governing bodies
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
Page 7 of 8 v. 5/2016
based on such audits, reviews or investigations. All parties doing business with the Village of
Tequesta shall fully cooperate with the inspector general in the exercise of the inspector
general's functions, authority and power. The inspector general has the power to take swom
statements, require the production of records and to audit, monitor, investigate and inspect the
activities of the Village, as well as contractors and lobbyists of the Village in order to detect,
deter, prevent and eradicate fraud, waste, mismanagement, misconduct and abuses.
6.10 If any provision of this Agreement is invalid or unenforceable, the remainder of
the Agreement will remain in effect.
6.11 Except as specifically provided herein, neither party may assign any of its rights
or obligations under this Agreement without the written consent of the other party, which will not
be unreasonab�y withheld or delayed. This Agreement will bind and inure to the benefit of the
parties as well as their permitted successors and assigns.
6.12 The failure of a party to enforce any provision or obligation of this Agreement will
not constitute a waiver of the provision or obligation or of any future obligation. A party's delay
or failure in perFormance resulting from causes or conditions beyond its reasonable control will
not constitute a breach or default.
6.13 Notices will be in writing and sent to the address specified in this Agreement or to
any new address the party has supplied.
6.14 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original instrument, but all of which counterparts together shall constitute
one and the same instrument. Transmission by facsimile of an executed counterpart signature
page hereof by a party hereto shall constitute due execution and delivery of this Agreement by
such party.
6.15 AAG currently maintains an Errors and Omission Liability Insurance policy in the
amount of $5,000,000 in the aggregate.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
Page 8 of 8 v. 5/2016
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date stated above. �
The Villa e of Te uesta
9 q
By:
Print Name:
Title:
Address:
Advised Assets Group, LLC
By:
Print Name: David Musto
Title: President & Chief Executive Officer
Address: 8515 East Orchard Road, 10T2
Greenwood Villa e, CO 80111
9
(Fax) 303-737-6544
,
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%) 10.4.16
Page 9 of 8 v. 5/2016
i ,
� APPENDIX A— EMPOWER RETIREMENT ADVISORY SERVICES TERM SHEET
Plan Sponsor: The Village of Tequesta
Plan(s): Village of Tequesta, FL 457/401(a)
Initial Term: Three years from the Effective Date.
A. Participant Fees:
Participant means an employee who is enrolled in and has established an account in the
Plan. Participants that enroll in any of the below services become actual users ("Actual
Users").
Online Investment Guidance — AAG's online investment guidance tool (the °Guidance
Service") is geared toward Participants who wish to manage their own retirement
accounts. It is an online tool that provides personalized asset allocation assistance
without recommending any one specific fund. There is no fee for using Online
Investment Guidance.
Online Investment Advice — AAG's online investment advice service (the "Advice
Senricen) is geared toward Participants who wish to manage their own retirement
accounts while taking advantage of on-line guidance and investment advice.
Participants are provided on-line guidance and investment advice for a personalized
recommended investment portfolio. This is an online tool that provides personalized
� investment option specific recommendations based upon a participant's financial
situation. Each enrolled Participant receives a personalized investment portFolio that
reflects the Plan Core Investment Options and the Participant's retirement timeframe, life
stages, risk tolerance, and overall financial picture, including assets held outside the
Plan (if the Participant elects to provide this information), which may be taken into
consideration when determining the allocation of assets in the Participant's Plan account
(AAG does not provide advice for, recommend allocations of, or manage a Participant's
outside or non-Core Investment Option assets). Core Investment Qptions are those
investment options selected for use in the Plan by Plan Sponsor that provide investment
choice under the following asset categories: Fixed Income/Cash, Bond, Large Cap,
Small/Mid Cap, and Intemational. Core Investment Options do not include any employer
stock alternatives or self-directed brokerage option alternatives. The Participant then
implements the recommended investment portfolio and manages his or her retirement
account on-line. The Advice service is a one-time event and the participant will monitor
his own account.
The fee for Online Investment Advice is $25.00 per year, or $6.25 per quarter. This fee
can be paid for by the Plan Sponsor or the Plan Participant. If it is paid for by the
, Participant, the fee will be debited from the accounts of those Actual User accounts as of
the last calendar day of each quarter; however, if the Actual User cancels his or her
enrollment in Online Investment Advice, the fee will still be debited from the Actual
User's account. As well, if the Plan terminates its Service Agreement with Great-West,
the fee will be debited upon such termination. Enrollment in the Online Investment
Advice at any time during a quarter will result in the Actual User account being debited,
orthe Plan Sponsor incurring the charge for the quarterly fee.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
A-1 v. 5/2016
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Plan, Sponsor agrees the Online Investrnent Advice fee will be paid for by a Plan
Participant, as described above, unless the following box is checked.
❑ Plan Sponsor Pay
' Manaqed Account Service — AAG's discretionary managed accounts (Managed
Account") is geared toward Participants who wish to have a qualified financial expert
select among the Plan's avaifable Core Investment Options and manage their retirement
accounts for them. The Participant receives a personalized investment portfolio that �
reflects the Plan Core Investment Options and the Participant's retirement timeframe, life
stages,` risk tolerance and overall financial picture, including assets held outside the Plan
(if the Participant elects to provide this information), which may be taken into
consideration when determining the allocation of assets in the Participant's Plan account
(AAG does not provide advice for, recommend allocations of, or manage a ParticipanYs
outside or non-Plan assets): Under Managed Account, AAG has discretionary authority
over allocating among the available Core Investment Options, without prior Participant
approval of eaeh transaction.
Managed Account assets in the Plan's Core Investment Options will be automatically
monitored, rebalanced, and reallocated every quarter by AAG based on data resulting
from the methodologies and software employed by the IFE to respond to market
performance and to ensure optimal account performance over time. Participants will
receive an account update and forecast statement annually and can update personal
information at any time by calling AAG at the Plan's toll-free customer service number,
or visiting the Plan's web site. ,
The tiered pricing described in the table below applies to Managed�Account Service.
Actual Users will be charged a quarterly fee based on their average assets under
management while participating in the Managed Account Service. The fee will generally
be debited from the Actual User's account as of the last calendar day of each quarter. If
the Actual User cancels participation in the Managed Account Service, the fee is
calculated through the date of cancellation based on their average assets under
management during the quarter for which the Actual User participated in the Managed
Account Service. As well, if the Plan terminates its Service Agreement with Great-West,
the fee will be debited upon such termination. The fee for an Actual User is depicted
below.
ParticJpant Managed Account Annual
Account Fee
Balance
First $100,000 of account balance 0.50 %
Next $150,000, u to $250,000 account balance 0.40 %
Next $150,000, u to $400,000 account balance 0.30 %
Amounts reater than $400,000 0.20 %
For example, if an Actual User's account balance subject to Managed Account Service is
$50,000, the fee is 0.50% of the account balance. If the account balance subject to
Managed Account Service is $500,000, the first $100,000 will be subject to a fee of
� 0.50%, the next $150,000 will be subject to a fee of 0.40%, the next $150,000 will be
subject to a fee of 0.30%, and amounts over $400,000 will be subject to a fee of 0.20%.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
A-2 v. 5/2016
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Plan Sponsor agrees the Managed Account Service fee will be paid for by a Plan
Participant, as described above, unless the following box is checked.
❑ Plan Sponsor Pay
AAG reserves the right to offer certain plan discounted fees or other promotional pricing.
Actual Users must allocate all of their account balance to the Managed Account Service.
Partial management of the account whereby Actual Users can invest in other Core
Investment Options while also participating in the Managed Account Service is not an
option. Once enrolled in the Managed Account Service, Actual Users will no longer be
able to make allocation changes to their accounts online, via paper, or through the
Plan's existing toll-free customer service number. In addition, Actual Users will not be
able to make fund-to-fund transfers, change fund allocations, or utilization of dollar cost
averaging and/or rebafancer, Actual Users may still request and be approved for loans,
take a distribution, and retain full inquiry access to their account. All of the
aforementioned functionality will be restored to the Actual User's account no later than.
the next business day markets are open after they cancel their participation in the
Managed Account Service.
Actual Users may cancel their participation in Managed Account Service at any time by
completing the cancellation form available online through the Plan web site or by calling
AAG at the Plan's existing toll-free customer service number.
B. Communication and Onaoina Maintenance Fee: Included. The
communication and ongoing maintenance fee includes monitoring the use of Services,
. and integrating Services communications into the Plan's overall communications
campaign, including enrollment materials, forms, web site, and group meetings.
As part of a participant's enrollment in the Managed Account service, the participant will
receive the Managed Account Welcome Kit shortly after enrollment. The participant will
receive an Annual Kit shortly after their birthday. Each kit provides the participant an
update on their account and reaching their retirement goals. Standard materials may
include a discussion of Services in enrollmenUeducation materials, on the web site,
and/or in personalized Participant materials. Additional or custom Participant
communications materials may be used by AAG and may be paid for by AAG, Great-
West or the Plan Sponsor. Such additional or custom communications may include
targeted marketing techniques based upon partici,pant demographical and/or account
data (including but not limited to age, income, deferral rates, current investment
elections) to identify participants who may benefit from participation in the Managed
Account Service.
C. Addition of New Plans: Tax deferred plans not listed at the top of this Appendix
A that are added to Plan Sponsor's program after the Effective Date will not be included
in this Agreement, and will be subject to additional fees.
D. Services will have limited capabilities for purposes of enrollment, rebalancing or
reforecasting for approximately up to ten (10) business days following changes to the �
investment option lineup. Other functionality will be available during this time. AAG and
the IFE need to conduct a new analysis of the available investment option array to
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
A-3 v. 5/2016
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accommodate these changes. This analysis will take appro�mately 10 business days,
during which time, the Online Investment Guidance, Online Investment Advice, and
Managed Account services will not be available for participant use. Once the analysis is
complete, the Online Investment Guidance, Online Investment Advice, and Managed
Account services will once again be available.
Plan Sponsor Initials:
Village of Tequesta AAG Opt-In (0.50%)_10.31.16
A-4 v. 5/2016