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HomeMy WebLinkAboutAgreement_General_11/10/2016 (21) f t s " ELIGIBLE 457 PLAN Eligible 457 Plan TABLE OF CONTENTS ARTICLE I, DEFINITIONS ARTICLE IV, TIME AND METHOD OF PAYMENT 1.01 Account ....................................... ..............................1 OF BENEFITS 1.02 Accounting Date .......................... ..............................1 4.01 Distribution Restrictions .................... : ..................... 12' 1.03 Beneficiary .................................. ..............................1 4.02 Time and Method of Payment of Account ............... 12 1.04 Code ........................................... ..............................1 4.03 Required Minimum Distributions ............................. 12 1.05 Compensation ............................. ..............................1 4.04 Death Benefits..........:................ .............................14 1.06 Deferral Contributions ................. ..............................2 4.05 Distributions Prior to Severance from Employment. 14 1.07 Deferred Compensation ...:.......... ..............................2 4.06 Distributions Under Qualified Domestic Relations 1.08 Effective Date ..............:............... ..............................2 Orders ( QDROs) ..................................................... 14 1.09 Elective Deferrals ..........:............. ..............................3 4.07 Direct Rollover of Eligible Rollover Distributions - 1.10 Employee .................................... ..............................3 Governmental ' Plan .... : ............................................ 15 1.11 Employer ..................................... ..............................3 4.08 Election to Deduct from Distribution ........................ 16 1.12 Employer Contribution ................. ..............................3 ARTICLE V, PLAN ADMINISTRATOR - DUTIES 1.13 E ........ ........................ ..............................3 WITH RESPECT TO PARTICIPANTS' ACCOUNTS 1.14 Excess xcess Deferrals rals ......................... .............:................3 1.15 Includible Compensation ............. ..............................3 ' 5.01 Term / Vacancy ........................... .............................17 II ' 1.16 Independent Contractor ......:........ ..............................3 5.02 Powers and Duties ...................................... : ........... 17 1.17 Leased Employee ....................... ..............................3 5.03 Compensation ......:.................... .............................17 1.18 Matching Contribution ................. ..............................3 5.04 Authorized Representative ...................................... 17 1.19 Nonelective Contribution ..' .......... ..............................3 5.05 Individual Accounts/Records ................................... 17 1.20 Normal Retirement Age ............... ..............................3 5.06 Value of Participant's Account ... .............................17 1.21 Participant ................................... .............................:3 5.07 Account Administration, Valuation and Expenses... 17 1.22 Plan ............................................. ..............................3 5.08 Account Charged ............................... :.................... 19 1.23 Plan Administrator ....................... ..............................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 /Substantial Risk of Forfeiture..................... 19 1.26 Pre- Tax.Elective Deferrals .......... ..............................3 5.12 Preservation of Eligible Plan Status........................ 19 1.27 Rollover Contribution ................... ..............................3 5.13 Limited Liability ....................................................... .20 1.28 Roth Elective Deferrals ................ ..............................3 5.14 Lost Participants ...................... .... ............................ 20 1.29 Salary Reduction Agreement ...... ..............................3 5:15 Plan Correction........................ ............................... 20 1.30 Salary Reduction Contribution ..... ..............................3 ARTICLE VI, PARTICIPANT ADMINISTRATIVE 1.31 Service ........................................ ..............................3 PROVISIONS 1.32 State ............................................ ..............................4 1.33 Substantial 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 Administrator ....................... 21 1.37 Trust ............................................ ..............................4 6.05 Address for Notification............ ............................... 21 1.38 Trustee ........................................ ..............................4 6.06 Participant or Beneficiary Incapacitated.................. 21 1.39 Type of 457 Plan ......................... ..............................4 ARTICLE VII, MISCELLANEOUS 1.40 Vested ......................................... .......:......................4 7.01 No Assignment or Alienation .... ............................... 22 ARTICLE 11, 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, Election, Consent and Waiver 22 CONTRIBUTIONS /LIMITATIONS ARTICLE VIII, TRUST PROVISIONS - 3.01 Amount ............................... ..................... ..................6 GOVERNMENTAL ELIGIBLE 457 PLAN 3.02 Salary Reduction Contributions ... ..............................6 8.01 Governmental Eligible 457 Plan .............................. 23 3.03 Matching Contributions ................ ..............................6 8.02 Acceptance/Holding ................................................ 23 3.04 Normal Limitation ........................ ..............................6 8.03 Receipt of Contributions .......... ............................... 23 3.05 Normal Retirement Age Catch -Up Contribution ......... 6 8.04 Full,lnvestment 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 Contributions ................. ..............................7 8.08 Distribution of Cash or Property .............................. 24 3.10 Distribution of Excess Deferrals .. ..............................8 8.09 Resignation and Removal........ ............................... 24 3.11 Deemed IRA Contributions .......... ..............................8 8.10 Successor Trustee................... ............................... 24 3.12 Roth Elective Deferrals ................ ..............................8 8.11 Valuation of Trust..................... ............................... 24 3.13 Benefit Accrual ............................ ..............................9 8.12 Participant Direction of Investment ......................... 24 3.14 Eligible Automatic Contribution Arrangement 8.13 Third Party Reliance ................ ............................... 24 ( EACA) ........................................ ..............................9 8.14 Invalidity of Any Trust Provision .............................. 24 3.15 In -Plan Roth Rollover Contribution ...........:..............10 8.15 Exclusive Benefit ..................... ............................... 24 3.16 In -Plan Roth Transfer ................. .............................11 8.16 Substitution of Custodial Account or Annuity Contract................................... ............................... 24 8.17 Group Trust Authority... .......................................... 25 © 2016 1 Eligible 457 Plan ARTICLE IX, AMENDMENT, TERMINATION, 9.03 Transfers ................................. ............................... 26 TRANSFERS 9.04 Purchase of Permissive Service Credit ................... 26 9.01 Amendment by Employer/ Sponsor ..........................26 9.02 Termination /Freezing of Plan ..... .............................26 © 2016 2 Eligible 457 Plan ARTICLE I DEFINITIONS 1.01 "Account" means the separate Account(s) which services performed (such as the exception for agricultural the Plan Administrator or the Trustee maintains under the labor in Code §3401(a)(2)). Plan for a Participant's Deferred Compensation. The Plan 'Administrator or Trustee may establish separate Accounts for (2) Code §3401(a) Wages'(income tax wage multiple Beneficiaries of a Participant to facilitate required withholding). Code §3401(a) Wages means wages within the minimum distributions`under Section 4.03 based on each meaning of Code §3401(a) for the purposes of income.tax Beneficiary's life expectancy. withholding at the source, but determined without regard to 1.02 "Accounting Date" means the last day of the Plan any rules that limit the remuneration included in wages based Year. The Plan Administrator will allocate Employer on the nature or the location of the employment or the contributions and forfeitures for a particular Plan Year as of services performed (such as the exception for agricultural the Accounting Date of that Plan Year, and on such other labor in Code §3401(a)(2)). dates, if any, as the Plan Administrator determines, consistent with the Plan's allocation conditions and other provisions. (3) Code §415 Compensation (current income definition /simplified compensation under Treas. Reg. 1.03 "Beneficiary" means, a person who the Plan or a §1.415(c)- 2(d)(2)). Code §415 Compensation means the Participant designates and who is or may become entitled to a Employee's wages, salaries, fees for professional service and Participant's Account upon the Participant's death. A other amounts received (without regard to whether or not an Beneficiary who becomes entitled to a benefit under the Plan amount is paid in cash) for personal services actually remains a Beneficiary under the Plan until the Plan Administrator or Trustee has fully distributed is maintaining the Plan to the extent that the amounts are the rendered in the course of employment with the Employer Beneficiary his or her Plan benefit. r Beneficiary's right to (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 entitled to receive on the basis of a percentage of profits, commissions on a benefit under the Plan. insurance premiums, tips, bonuses, fringe benefits and reimbursements or other expense allowances under a 1.04 "Code" means the Internal Revenue Code of 1986, nonaccountable plan as described in Treas. Reg. §1.62- 2(c)). as amended. 1.05 "Compensation" Code §415 Compensation does not include: (a) Deferred compensation /SEP /SIMPLE. (A) Uses and Context. Any reference in the Plan to Employer contributions (other than Elective Deferrals) to a Compensation is. a reference to the definition in this Section plan of deferred compensation (including a simplified 1.05, unless the Plan reference, or the Employer in the employee pension plan under Code §408(k) or to a simple Adoption Agreement, modifies this definition. Except as the retirement account under Code §408(p)) to the extent the Plan otherwise specifically provides, the Plan Administrator contributions are not included in the gross income of the will take into account only Compensation actually paid during Employee for the Taxable Year in which contributed, and any (or as permitted under the Code, paid for) the relevant period. distributions from a plan of deferred compensation (whether A Compensation payment includes Compensation _paid by the or not qualified), regardless of whether such amounts are Employer through another person under the common includible.in the gross income of the Employee when paymaster provisions in Code § §3121 and 3306. In the case distributed. of an Independent Contractor, Compensation means the amounts the Employer pays to the Independent Contractor for (b) Option exercise. Amounts realized from the services, except as the Employer otherwise specifies in the exercise of a non- qualified stock option (an option other than Adoption Agreement. The Employer in the Adoption a statutory option under Treas. Reg. §1.421- 1(b)), or when Agreement may elect to allocate contributions based on a restricted stock or other property held by an Employee either Compensation within specified 12 month period which ends becomes freely transferable or is no longer subject to 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 the Adoption Agreement must elect one of the following base the sale, exchange or other disposition of stock acquired definitions of Compensation: W -2 Wages, Code §3401(a) under a statutory stock option as defined under Treas. Reg. Wages, or 415 Compensation. The Employer may elect a §1.421 -1(b). different base definition as to different Contribution Types. The Employer in the Adoption Agreement may specify any (d) Other amounts that receive special tax modifications thereto, for purposes of contribution allocations 'benefits. Other amounts that receive special tax benefits, under Article III. If the Employer fails to elect one of the such as premiums for group term life insurance (but only to above - referenced definitions, the Employer is deemed to have the extent that the premiums are not includible in the gross elected the W -2 Wages definition. income of the Employee and are not salary reduction amounts (1) W -2 Wages. W -2 Wages means wages for federal under Code §125). income tax withholding purposes, as` defined under Code (e) Other similar items. Other items of §3401(a), plus all other payments to an Employee in the remuneration which are similar to any of the items in Sections course of the Employer's trade or business, for which the 1.11(13)(3)(a) through (d). Employer must furnish the Employee a written statement under Code § §6041, 6051, and 6052, but determined without (4), Alternative (general) 415 Compensation. Under regard to any rules that limit the remuneration included in this definition, Compensation means as defined in Section wages based on the nature'or location of the employment or 1.11(6)(3) but.with the addition of- (a) amounts described in 2016 1' Eligible 457 Plan Code § §104(a)(3), 105(a); or 105(h) but only to the extent that 21/2 months after Severance from Employment or by the end these amounts are includible in Employee's gross income; (b) of the Limitation Year that includes the date of such ,amounts paid or reimbursed by the Employer for moving Severance from Employment. expenses incurred by the Employee, but only to the extent that at the time of payment it is reasonable to believe these (a) Regular pay. Regular pay means the payment amounts are not deductible by the Employee under Code of regular Compensation for services during the Participant's §217; (c) the value of a nonstatutory option (an option other regular working hours, or Compensation for services outside than a statutory option under Treas. Reg. §1.421 -1(b)) the Participant's regular working hours (such as overtime or granted by the Employer to the an Employee, but only to the shift differential), commissions, bonuses, or other similar extent that the value of the option is includible in the payments, but only if the payment would have been paid to Employee's gross income for the Taxable Year of the grant; the Participant prior to a Severance from Employment if the (d) the amount includible in the Employee's gross income Participant had continued in employment with the Employer: upon the 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(f)(1)(A) or payments for unused accrued bona fide sick, vacation, or because the amounts are constructively received by the other leave, but only if the Employee would have been able to Participant. [Note if the Plan's definition of Compensation is use the leave if employment had continued and if W -2 Wages or Code §3401(a) Wages, then Compensation Compensation would have included those amounts if they already includes the amounts described in clause (e).] were paid prior to the Participant's Severance from Employment. (C) Deemed 125 Compensation. Deemed 125 Compensation means, in the case of any definition of (c) Deferred compensation. As used in this Compensation which includes a reference to Code §125, Section 1.05(F), deferred compensation means the payment amounts under a Code §125 plan of the Employer that are not of deferred compensation pursuant to an unfunded deferred available to a Participant in cash in lieu of group health compensation plan, if Compensation would have included the coverage, because the Participant is unable to certify that Deferred Compensation if it had been paid prior to the he /she has other health coverage. Participant's Severance from Employment, but only if the payment would have been paid at the same time if the (D) Modification to Compensation. The Employer must Participant had continued in employment with the Employer specify in the Adoption Agreement the Compensation the and only to.the extent that the payment is includible in the Plan Administrator is to take into account in allocating Deferral Participant's gross income. Contributions to a Participant's Account: For all Plan Years other than the Plan Year in which the Employee first becomes (2) Salary continuation for disabled'Participants. a Participant, the'Plan Administrator will take into account Salary continuation fordisabled Participants means Year in which the E only the Compensation determined for the portion t . the Plan Compensation paid to a Participant who is permanently and Employee actually is a Participant. totally disabled {as defined in Code §22(e)(3)). (E) Elective Contributions. Compensation under. Section 1.05 includes Elective Contributions unless the Employer in (G) Differential Wage Payments. An,individual receiving a the Adoption Agreement elects to exclude Elective Differential Wage Payment, as defined by Code §3401(h)(2), Contributions. "Elective Contributions" are amounts excludible shall be treated as an employee of the employer making the from the Employee's gross income under Code § §125, payment and the Differential Wage Payment shall be treated 132(f)(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 contributed by the Employer, at the Employee's election, to a Internal Revenue Code section that references the definition cafeteria plan, a,qualified transportation fringe benefit plan, a of compensation under Code §415, including the definition of 401(k) arrangement, a SARSEP, a tax- sheltered annuity,. a Includible Compensation as provided in Section 1.15. SIMPLE plan or a Cade §457 plan. 1.06 "Deferral Contributions" means as the Employer (F) Post - Severance Compensation. Compensation elects on the Adoption Agreement, Salary Reduction includes Post - Severance Compensation to the extent the Contributions, Nonelective Contributions and Matching Employer elects in the Adoption 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 account Deferral Contributions in Compensation paid after a Participant's 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 Contributions are no longer subject to a Substantial Risk of Forfeiture. The Plan Administrator in Section 1.05(F). As the Employer elects, Post - Severance determining the amount of a Participant's Deferral Compensation may include any or all of regular pay, leave Contributions disregards the net income, gain and loss cash -outs, or deferred compensation paid within the time attributable to Deferral Contributions unless the Deferral period described in Section 1.05(F)(1), and may also include Contributions are subject to a Substantial Risk of Forfeiture. If salary continuation for disabled Participants all as defined a Deferral Contribution is subject to a Substantial Risk of below. Any other payment paid after Severance from Forfeiture, the Plan Administrator takes into the Deferral Employment that is not described in this Section 1.05(F) is not Contribution as adjusted for allocable net income, gain or loss Compensation even if payment is made within the time period in the Taxable Year in which the Substantial Risk of Forfeiture described below. Post - Severance Compensation does not lapses. include severance pay, parachute payments under Code 1.07 "Deferred Compensation'' means as to a §280G(b)(2) or payments under a nonqualified unfunded Participant the amount of Deferral Contributions, Rollover deferred compensation plan unless the payments would have Contributions and Transfers adjusted for allocable net income, been paid at that time without regard to Severance from gain or loss, in the Participant's Account. Employment. 1.08 "Effective Date" of this Plan is the date the (1) .Timing. Post- Severance Compensation includes Employer specifies in the Adoption Agreement. The Employer regular pay, leave cashouts, or deferred compensation only to in the Adoption Agreement may elect special effective dates the extent the Employer pays such amounts - by the later of for Plan provisions the Employer specifies provided any such © 2016 2 Eligible 457 Plan dates) are permitted by the Code, by Treasury regulations, or 1.21 "Participant" is an Employee other than an by other applicable guidance. Excluded Employee who becomes a Participant in accordance with the provisions of Section 2.01. 1.09 "Elective Deferrals" means a contribution the Employer makes to the Plan pursuant to a Participant's Salary 1.22 "Plan" means the 457 plan established or continued Reduction Agreement, as described in Section 3.02. The term by the Employer in the form of this basic Plan and (if "Elective Deferrals" includes Pre -Tax Elective Deferrals and applicable) Trust Agreement, including the Adoption Roth Elective Deferrals. Agreement. The Employer in the Adoption Agreement must designate the name of the Plan. All section references within 1.10 "Employee" means an individual who provides the Plan are Plan section references unless the context services for the Employer, as a common law employee of the clearly indicates otherwise. Employer. The Employer in the Adoption Agreement must 1.23 "Plan Administrator" is the Employer unless the elect or specify any Employee, or class of Employees, not eligible to participate in the Plan (an "Excluded Employee "). Employer designates another ,person to hold the position of See Section 1.16 regarding potential treatment of an Plan Administrator. The Plan Administrator may be a Independent Contractor as an Employee. Participant. 1.11 "Employer" means the entity specified in the 1.24 "Plan Entry Date" means the dates the Employer Adoption Agreement, any successor which shall maintain this elects in Adoption Agreement. Plan; and any predecessor which has maintained this Plan. In 1,25 "Plan Year" means the consecutive 12 -month addition, where appropriate, the term Employer shall include any Participating Employer. period the Employer elects in the Adoption Agreement. 1.12 "Employer Contribution" means Nonelective 1.26 "Pre -Tax Elective Deferrals" means a Participant's Contributions or Matching Contributions. Salary Reduction Contributions which are not includible in the Participant's gross income at the time deferred and have been 1.13 "ERISA" means the Employee Retirement Income irrevocably designated as Pre -Tax Elective Deferrals by the Security Act of 1974, as amended. Participant in his or her Salary Reduction Agreement. A Participant's Pre -Tax Elective Deferrals will be separately 1. 14 "Excess Deferrals" means Deferral Contributions accounted for, as will gains and losses attributable to those to a Governmental Eligible 457 Plan or to a Tax - Exempt Pre -Tax Elective Deferrals. Organization Eligible 457 Plan for a Participant that exceed the Taxable Year maximum limitation of Code §§457(b) and 1.27 "Rollover Contribution" means the amount of cash (e)(18). or property which an eligible:retirement plan described in Code §402(c)(8)(B) distributes to an eligible Employee or to a 1.15 "Includible Compensation" means, for the - Participant in an eligible rollover distribution 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 Governmental Eligible 457 an Employee for services rendered to the Employer. Plan. A Rollover Contribution includes net income, gain or Includible Compensation includes Deferral. Contributions loss attributable to the Rollover Contribution. A Rollover under the Plan, compensation deferred under any other plan Contribution excludes after -tax Employee contributions, as described in Code §457, and any amount excludible from the adjusted for net income, gain or loss. Employee's gross income under Code § §401(k), 403(b), 125 or 132(f)(4) or any other amount excludible from the 1.28 "Roth Elective Deferrals" means a Participant's Employee's gross income for Federal income tax purposes. Salary Reduction Contributions that are includible in the The Employer will determine Includible Compensation without Participant's gross income at the time deferred and have been regard to community property laws. irrevocably designated as Roth Elective Deferrals by the 1.16 "Independent Contractor" means any individual Participant in his. or her Salary Reduction Agreement. A who performs service for the Employer and who the Employer Participant's Roth Elective Deferrals will be separately does not treat as an Employee or a Leased Employee. The accounted for, as will gains and losses attributable to those Employer in the Adoption Agreement may elect to permit Roth Elective Deferrals. However, forfeitures may not be Independent Contractors to participate in the Plan. To the allocated to such account. The Plan must also maintain a extent that the Employer permits Independent Contractor record of a Participant's investment in the contract (i.e., participation, references to Employee in the Plan include designated Roth contributions that have not been distributed) Independent Contractors and Compensation means the and the year in which the Participant first made a Roth amounts the Employer pays to the Independent Contractor for Elective Deferral. services, except as the Employer otherwise specifies in the Adoption Agreement. 1.29 "Salary Reduction Agreement" means a written agreement between a Participant and the Employer, by which 1.17 "Leased Employee" means an Employee within the the Employer reduces the Participant's Compensation for meaning of Code §414(n). Compensation not available as of the date of the election and contributes the amount as a Salary Reduction Contribution to. 1.18 "Matching Contribution means an Employer fixed the Participant's Account. or discretionary contribution made or forfeiture allocated on account of Salary Reduction Contributions. 1.30 "Salary Reduction Contribution" means a contribution the Employer makes to the Plan pursuant to a 1.19 " Nonelective Contribution" means an Employer Participant's Salary Reduction Agreement. fixed or discretionary contribution not made as a result of a Salary Reduction Agreement and which, is not a Matching 1.31 "Service" means any period of time the Employee Contribution. is in the employ of the Employer. In the case of an 1.20 "Normal Retirement Age" means the age the Independent Contractor, Service means any period of time 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 Contractor terminates Service upon incurring a Severance from Employment. © 2016 3 Eligible 457 Plan then if a Participant performs service in the uniformed (A) Qualified Military Service. Service includes any services (as defined in Code §414(u)(12)(B)) on active duty qualified military service the Plan must credit for contributions for a period of more than 30 days, the Participant will be and benefits in order to satisfy the crediting of Service deemed to have a severance from employment solely for requirements of Code §414(u). A Participant whose purposes of eligibility for distribution of amounts not subject to employment is interrupted 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 this deemed severance military service under Code §414(u) may elect to make unless the Participant specifically elects to receive a benefit additional Salary Reduction Contributions upon resumption of distribution hereunder. If a Participant elects to receive a employment with the Employer equal to the maximum distribution on account of this deemed severance, then no Deferral Contributions that the Participant could have elected Deferral Contributions may be made for the Participant during during that period if the Participant's employment with the the 6 -month period beginning on the date of the distribution. If Employer had continued (at the same level of Compensation) a Participant would be entitled to a distribution on account of a without the interruption of leave, reduced by the Deferral deemed severance, and a distribution on account of another Contributions, if any, actually made for the Participant during Plan provision, then the other Plan provision will control and the period of the interruption or leave. This right applies for the 6 -month suspension will not apply. five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the 1.32 "State" means (a) one of the 50 states of the United interruption or leave). The Employer shall make appropriate States or the District of Columbia, or (b) a political subdivision make -up Nonelective Contributions and Matching of a State, or any agency or instrumentality of a State or its Contributions for such a Participant as required under Code political subdivision. A State does not include the federal §414(u). The Plan shall apply limitations of Article III to all government or any agency or instrumentality thereof. Deferral Contributions under this paragraph with respect to the year to which the Deferral Contribution relates. 1.33 "Substantial Risk of Forfeiture" exists if the Plan (B) "Continuous Service" as the Adoption Agreement expressly conditions a Participant's right to Deferred Compensation upon the Participant's future performance of describes means Service with the Employer during which the substantial Service for the Employer. Employee does not incur a Severance from Employment. 1.34 "Tax- Exempt Organization" means any tax - (C) "Severance from Employment." exempt organization other than a governmental unit or a church or qualified church - controlled organization within the (1) Employee. An Employee has a Severance from meaning of Code §3121(w)(3). Employment when the Employee ceases to be an Employee of the Employer. A Participant does not incur a Severance 1.35 "Taxable Year" means the calendar year or other from Employment if, in connection with a change in taxable year of a Participant. employment, the Participant's new employer continues or assumes sponsorship of the Plan or accepts a Transfer of 1.36 "Transfer" means a transfer of Eligible 457 Plan Plan assets as to the Participant. assets 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. Contractor has a Severance from Employment when the contract(s) under which the Independent Contractor performs 1.37 "Trust" means the Trust created under the adopting services for the Employer expires (or otherwise terminates), Employer's Plan. A Trust required under a Governmental unless the Employer anticipates a renewal of the contractual Eligible 457 Plan is subject to Article 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. contract for the services provided under the expired contract and neither the Employer nor the Independent Contractor has 1.38 "Trustee" means the person or persons who as eliminated the Independent Contractor as a potential provider Trustee execute the Employer's Adoption Agreement, or any of such services under the new contract. Further, the successor in office who in writing accepts the position of Employer intends to contract for services conditioned only Trustee. upon the Employer's need for the services provided under the expired contract or the Employer's availability of funds. 1.39 Type of 457 Plan. This Plan is an Eligible 457 Plan, Notwithstanding the preceding provisions of this Section 1.31, which is a plan which satisfies the requirements of Code the Plan Administrator will consider an Independent §457(b) and Treas. Reg. § §1.457 -3 through -10. The Contractor to have incurred a Severance from Employment: Employer in the Adoption Agreement must specify whether (a) if the Plan Administrator or Trustee will not pay any the plan is either a Governmental Eligible 457 Plan or a Tax - Deferred Compensation to an Independent Contractor who is Exempt Organization Eligible 457 Plan, as defined below: a Participant before a date which is at least twelve months after the expiration of the Independent Contractor's contract (A) "Governmental Eligible 457 Plan" means an Eligible (or the last to expire of such contracts) to render Services to 457 Plan established by a State. the Employer; and (b) if before the applicable twelve -month payment date, the Independent Contractor performs Service (B) "Tax- Exempt Organization Eligible 457 Plan" means as an Independent Contractor or as an Employee, the Plan an Eligible 457 Plan established by a Tax - Exempt Administrator or Trustee will not pay to the Independent Organization. Contractor his or her Deferred Compensation on the applicable date. 1.40 "Vested" means a Participant's Deferral Contributions that are not subject to a Substantial Risk of (3) Deemed Severance. Notwithstanding Section Forfeiture, including a vesting schedule. 1.05(F), if the Employer elects in the Adoption Agreement, © 2016 4 Eligible 457 Plan ARTICLE II ELIGIBILITY AND PARTICIPATION 2.01 ELIGIBILITY Each Employee who is not an Excluded Employee becomes a Participant in the Plan in accordance with the eligibility conditions and as of the Plan Entry Date the Employer elects in the Adoption Agreement. If this Plan is a restated Plan, each Employee who was a Participant in the Plan on the day before the Effective Date continues as a Participant in the Plan, irrespective of whether , he /she satisfies the eligibility conditions in the restated Plan, unless the Employer indicates'otherwise in the Adoption Agreement. 2.02 PARTICIPATION UPON RE- EMPLOYMENT A Participant who incurs a Severance from Employment will re -enter the Plan as a Participant on the date of his or her re- employment. An Employee who satisfies the Plan's eligibility conditions but who incurs a Severance from Employment prior to becoming a Participant will become a Participant on the later of the Plan Entry Date on which he_ /she would have entered the Plan had he /she not incurred a Severance from. Employment or the date of his or her re- employment. Any Employee who incurs a Severance from Employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with the Adoption Agreement. 2.03 CHANGE IN EMPLOYMENT STATUS If a Participant has not incurred a Severance from Employment but ceases to be eligible to participate in the Plan, by reason of becoming an Excluded Employee, the Plan Administrator must treat the Participant as an Excluded Employee during the period such a Participant is subject to the Adoption Agreement exclusion. The Plan Administrator determines a Participant's sharing in the allocation of Employer Contributions by disregarding his or her Compensation paid by the Employer for rendered in his or her capacity as an Excluded Employee. However, during such period of exclusion, the Participant without regard to employment classification, continues to share fully in Plan income allocations under Section 5.07 and to accrue vesting service if applicable. © 2016 5 Eligible 457 Plan ARTICLE III DEFERRAL CONTRIBUTIONS /LIMITATIONS 3.01 AMOUNT Administrator shall establish), if the Participant has Compensation other than imputed compensation or disability (A). Contribution Formula. For each Plan Year, or other benefits. period the Employer specifies in the Adoption Agreement, the Employer will contribute to the Plan -the type and amount of (D) Post - severance deferrals limited to Post- Severance Deferral Contributions the Employer elects in the Adoption Compensation. Deferrals are permitted from an amount Agreement. received following Severance from Employment only if the amount is Post- Severance Compensation. (B) Return of Contributions. The Employer contributes to this Plan on the condition its contribution is not due to a 3.03 MATCHING CONTRIBUTIONS The Employer in mistake of fact. If the Plan has a Trust, the Trustee, upon the Adoption Agreement must elect whether the Plan permits written request from the Employer, must return to the Matching Contributions and, if so, the type(s) of Matching Employer the amount of the Employer's contribution (adjusted Contributions, the time period applicable to any Matching for net income, gain or loss) made by the Employer on Contribution formula, and as applicable, the amount of account of a mistake of fact. The Trustee will not return any Matching Contributions and the Plan limitations, if any, which . portion of the Employer's contribution under the provisions of applyto Matching Contributions. Any Matching Contributions this paragraph more than one year after the Employer made apply to age 50 catch -up contributions, if any, and to any the contribution on account of a mistake. of fact. In addition, if Normal Retirement Age catch -up contributions unless the any Participant Salary Reduction Contribution is due to a Employer elects otherwise in the Adoption Agreement. mistake of fact, the Employer or the Trustee upon written request from the'Employer shall return the Participant's 3.04 NORMAL LIMITATION Except as provided in contribution.(adjusted for net income, gain or loss), within one Sections 3.05 and 3.06, a Participant's maximum Deferral year after payment of the contribution. Contributions (excluding Rollover Contributions and Transfers) under this Plan for a Taxable Year may not exceed The Trustee will not increase the amount of the Employer the lesser of: contribution returnable under this Section 3.01 for any earnings attributable to the contribution, but the Trustee will (a) The applicable dollar amount as specified under decrease the Employer contribution returnable for any losses Code §457(e)(15) (or such larger amount as the attributable to it. The Trustee may require the Employer to Commissioner of the Internal Revenue may prescribe), or furnish it whatever evidence the Trustee deems necessary to enable the Trustee to confirm the amount the Employer has (b) 100% of the Participant's Includible Compensation requested be returned is properly returnable. for the Taxable Year. (C) Time of Payment of Contribution. If the Plan has a 3.05 NORMAL RETIREMENT AGE CATCH -UP Trust, the Employer may pay its contributions for each Plan CONTRIBUTION If selected in the Adoption Agreement, a Year to the Trust in one or more installments and at such Participant may elect to make this catch -up election. For one time(s) as the Employer determines, without interest. A or more of the Participant's last three Taxable Years ending Governmental Employer shall deposit Salary Reduction before the Taxable Year in which the Participant attains Contributions to the Trust within a period that is not longer Normal Retirement Age, the Participant's maximum Deferral than is reasonable for the administration of Participant Contributions may not exceed the lesser of Accounts. (a) Twice the dollar amount under Section 3;04(x) 3.02 SALARY REDUCTION CONTRIBUTIONS The Normal Limitation, or (b) the underutilized limitation. Employer in the Adoption Agreement must elect whether the Plan permits Salary Reduction Contributions, and also the (A) Underutilized Limitation. A Participant's underutilized Plan limitations, if any,.which apply to Salary Reduction limitation is equal to the sum of: (i) the normal limitation for the Contributions. Unless the Employer elects otherwise in the Taxable Year, and (ii) the normal limitation for each of the Adoption Agreement, all such limitations apply on a payroll prior Taxable Years of the Participant commencing after 1978 basis. during which the Participant eligible to participate in the (A) Deferral from Sick, Vacation and Back Pay. The Plan and the Participant's Deferral Contributions were subject Employer in the Adoption Agreement must elect whether to to the Normal Limitation or any other Code §457(b) limit, less permit Participants to make Salary Reduction Contributions the amount of Deferral Contributions for each such prior from accumulated sick pay, from accumulated vacation pay or Taxable Year, excluding age 50 catch -up contributions. from back pay. (B) Normal Retirement Age. Normal Retirement Age is the (B) Automatic Enrollment. The Employer in the Adoption age the Employer specifies -in the Adoption Agreement Agreement may provide for automatic Salary Reduction provided that the age may not be: (i) earlier than the earliest Contributions of aspecified amount, subject to giving notice to of age 65 or the age at which Participants have the right to affected Participants of the automatic election and of their retire and receive under the Employer's defined benefit plan right to make a contrary election. (or money purchase plan if the Participant is not eligible to participate in a defined benefit plan) immediate retirement A Governmental Employer under an Eligible 457 Plan may benefits without actuarial or other reduction because of elect to provide an Eligible Automatic Contribution retirement before a later specified age; or (ii) later than age Arrangement ( "EACA "). If the Employer elects to provide an 70.1/2. EACA, the Employer will amend the Plan to add necessary language. (1) 'Participant Designation. The Employer in the Adoption Agreement may permit a Participant to designate his (C) Application to Leave of Absence and Disability. or her Normal Retirement Age as any age including or Unless a Participant in his or her Salary Reduction Agreement between the foregoing ages. elects otherwise, the Participant's Salary Reduction Agreement shall continue to apply during the Participant's (2) Multiple 457 Plans. If the Employer maintains more leave of absence or the Participant's disability (as the Plan than one Eligible 457 Plan, the Plans may not permit any © 2016 6 Eligible 457 Plan Participant to have more than one Normal Retirement,Age Participants for the Plan Year, ,unless the Employer elects under the Plans. otherwise in the Adoption Agreement. (3) Police and Firefighters. In a Governmental Eligible (e) Fixed nonelective. The Plan Administrator will 457 Plan with qualified police or firefighter Participants within allocate fixed Nonelective Contributions for a Plan Year in the the meaning of Code §415(b)(2)(H)(ii)(I), the Employer in the same ratio that each Participant's Compensation for the Plan Adoption Agreement may elect (or permit the qualified Year bears to the total Compensation of all Participants for Participants to elect) a Normal Retirement Age as early as the Plan Year, unless the Employer elects otherwise in the age 40 and as late as age 70 1/2. Adoption Agreement. (C) Pre -2002 Coordination. In determining a Participant's (f) Other nonelective. The Plan Administrator will underutilized limitation, the Plan Administrator, in accordance allocate Nonelective Contributions for a Plan Year as with Treas. Reg. §1.457- 4(c)(3)(iv) must apply the specified in the Adoption Agreement. . coordination rule in effect under now repealed Code §457(c)(2). The Plan Administrator also must determine the 3.08 ALLOCATION CONDITIONS The Plan Normal Limitation for pre -2002 Taxable Years in accordance Administrator will determine the allocation conditions with Code §457(b)(2) as then in effect. applicable to Nonelective Contributions or to Matching Contributions (or to both) in accordance with the Employer's 3.06 50 CATCH -UP CONTRIBUTION An Employer elections in the Adoption Agreement. The Plan Administrator sponsoring a Governmental Eligible 457 Plan must specify in will not allocate to a Participant any portion of an Employer the Adoption Agreement whether the Participants are eligible Contribution (or forfeiture if applicable) for a Plan Year or to make age 50 catch -up contributions. applicable portion thereof in which the Participant does not satisfy the applicable.allocation condition(s). If an Employer elects to permit age 50 catch -up contributions, all Employees who are eligible to make Salary 3.09 ROLLOVER CONTRIBUTIONS If elected in the Reduction Contributions under this Plan and who have Adoption Agreement, an Employer sponsoring a attained age 50 before the close, of the Taxable Year are Governmental Eligible 457 Plan may permit Rollover eligible to make age 50 catch -up contributions for that Contributions. Taxable Year in accordance with, and subject to the limitations. of, Code §414(v). Such catch -up contributions are (A) Operational Administration. The Employer, not taken into account for purposes of the provisions of the operationally and on a nondiscriminatory basis, may elect to Plan implementing the required limitations of Code §457. If, limit an eligible Employee's right or a Participant's right to for a Taxable Year, an Employee makes a catch -up make a Rollover Contribution. Any Participant (or as contribution under Section 3.05, the Employee is not eligible applicable, any eligible Employee), with the Employer's to make age 50 catch -up contributions under this Section written consent and after.filing with the Trustee the form 3.06. A catch -up eligible Participant in each Taxable Year is prescribed by the Plan Administrator, may make a Rollover entitled to the greater of the amount determined under Contribution to the Trust. Before accepting a Rollover Section 3.05 or Section 3.06 Catch -Up Amount plus the Contribution, the Trustee may require a Participant (or eligible Section 3.04 Normal Limitation. Employee) to furnish satisfactory evidence the proposed transfer is in fact a "Rollover Contribution" which the Code 3.07 CONTRIBUTION ALLOCATION The Plan permits an employee to make to an,eligible retirement plan. Administrator will allocate to each Participant's Account his or The Trustee e, in its sole discretion, may decline to accept a her Deferral Contributions. The Employer will allocate Rollover Contribution of property which could: (1) generate Employer Nonelective and Matching Contributions to the unrelated business taxable income; (2) create difficulty or Account of each Participant who satisfies the allocation undue expense in storage, safekeeping or valuation; or (3) conditions in the Adoption Agreement in the following manner: create other practical problems for the Trust. . (a) Fixed match. To the extent the Employer makes (B) Pre- Participation Rollover. If an eligible Employee Matching Contributions under a fixed Adoption Agreement makes a Rollover Contribution to the Trust prior to satisfying formula, the Plan Administrator will allocate the Matching the Plan's eligibility conditions, the Plan Administrator and Contribution to the Account of the Participant on whose behalf Trustee must treat the Employee as a limited Participant (as the Employer makes that contribution. A fixed Matching described in Rev. Rul. 96-48 or in any successor ruling). A Contribution formula is a formula under which the Employer limited Participant does not share in the Plan's allocation of contributes a specified percentage or dollar amount on behalf any Employer Contributions and may not make Salary of a Participant based on that Participant's Salary Reduction Reduction Contributions until'he /she actually y becomes a. Participant in the Plan. If a limited Participant has a (b) Discretionary match. To the extent the Employer Severance from Employment prior to becoming a Participant makes Matching Contributions under a discretionary Adoption in the Plan, the Trustee will distribute his or her Rollover Agreement formula, the Plan Administrator will allocate the Contributions Account to the limited Participant in accordance Matching Contributions to a Participant's Account in the same with Article IV. proportion that each Participant's Salary Reduction Contributions taken into account under the formula bear to the (C) Separate Accounting. If an Employer permits Rollover total Salary Reduction Contributions of all Participants. Contributions, the Plan Administrator must account separately (c) Tiered match. If the Matching Contribution formula for: (1) amounts rolled into this Plan from an eligible is a tiered formula,. the Plan Administrator will allocate retirement plan (other than from another Governmental separately the Matching Contributions with respect to each Eligible 457 plan); and (2) amounts rolled into this Plan from tier of Salary Reduction Contributions, in accordance with the another Governmental Eligible 457 Plan The Plan tiered formula. Administrator for purposes of ordering any subsequent distribution from this Plan, may designate a distribution from a (d) Discretionary nonelective. The Plan Administrator Participant's Rollover Contributions as coming first from either will allocate discretionary Nonelective Contributions for a -Plan of (1) or (2) above if the Participant has both types of.Rollover Year in the same ratio that each Participant's Compensation Contribution'Accounts. for the Plan Year bears to the total Compensation of all © 2016 7 Eligible 457 Plan (D) May Include Roth Deferrals. If this Plan is an eligible Reduction Agreement. A Participant's Pre =Tax Elective govemmental 457(b) plan which accepts Roth Elective Deferrals will be separately accounted for, as will gains and Deferrals, then a Rollover Contribution may include Roth losses attributable to those Pre -Tax Elective.Deferrals. Deferrals made to another plan, as adjusted for Earnings. Such amounts must be directly rolled over into this Plan from (C) Roth Elective Deferrals. "Roth Elective Deferrals" another plan which is qualified under Code §401(a), from a means a Participant's Salary Reduction Contributions that are 403(b) plan, or from an eligible governmental 457 plan. The includible in the Participant's gross income at the time Plan must account separately for the Rollover Contribution, deferred and have been irrevocably designated as Roth including the Roth Deferrals and the Earnings thereon. Elective Deferrals by the Participant in his or her Salary Reduction Agreement. A Participant's Roth Elective Deferrals (E) In -Plan Roth Rollover Contributions. A Governmental will be separately accounted for, as will gains and losses Employer under an Eligible 457 Plan may elect to permit In- attributable to those Roth Elective Deferrals. However, Plan Roth Rollover Contribution. If the Employer decides to forfeitures may not be allocated to such account. The Plan permit In -Plan Roth Rollover Contributions, the Employer will must also maintain a record of a Participant's investment in amend the Plan to add necessary language. the contract (i.e., designated Roth contributions that have not been distributed) and the year in which the Participant first 3.10 DISTRIBUTION OF EXCESS DEFERRALS In the made a Roth Elective Deferral. event that a Participant has Excess Deferrals, the Plan will distribute to the Participant the Excess Deferrals and allocable (D) Ordering Rules for Distributions. The Administrator net income, gain•or loss, in accordance with this Section 3.10. operationally may implement an ordering rule procedure for (A) Governmental Eligible 457 Plan. The Plan withdrawals (including, but not limited to, withdrawals on Administrator will distribute Excess Deferrals from a account of an unforeseeable emergency) from a Participant's Governmental Eligible 457 Plan as soon as is reasonably accounts attributable to Pre -Tax Elective Deferrals or Roth practicable following the Plan Administrator's determination of Elective Deferrals. Such ordering rules may specify whether the amount of the Excess Deferral. the Pre -Tax Elective Deferrals or Roth Elective Deferrals are distributed first. Furthermore, such procedure may permit the (B) Tax - Exempt Organization Eligible 457 Plan. The Plan Participant to elect which type of Elective Deferrals shall be Administrator will distribute Excess Deferrals from a Tax- distributed first. Exempt Organization Eligible 457 Plan no later than April 15 following the Taxable Year in which the Excess Deferral (E) Corrective distributions attributable to Roth Elective occurs. Deferrals. For any Plan Year in which a Participant may make both Roth Elective Deferrals and Pre -Tax Elective (C) Plan Aggregation. If the Employer maintains more than Deferrals„ the Administrator operationally may implement an one Eligible 457 Plan, the Employer must aggregate all such ordering rule procedure for the distribution of Excess Plans in determining whether any Participant has Excess Deferrals (Treas. Reg. §1.457- 4(e)). Such an ordering rule Deferrals. - may specify whether the Pre -Tax Elective Deferrals or Roth (D) Individual Limitation. If a Participant participates in Elective Deferrals are distributed first, to the extent such type another Eligible 457 Plan maintained by a different employer, of Elective. Deferrals was made for the year. Furthermore, and the Participant has Excess Deferrals, the Plan such procedure may permit the Participant to elect which type R Administrator may, but is not required, to correct the Excess of Elective Deferrals shall be distributed first. Deferrals by making a corrective distribution from this Plan. (F) Loans. If Participant loans are permitted under the Plan, 3.11 DEEMED IRA CONTRIBUTIONS A Governmental then the Administrator may modify the loan policy or program Employer under an Eligible 457 Plan may elect to permit to provide limitations on the ability to borrow from, or use as Participants to make IRA contributions to this -Plan in security, a Participant's Roth Elective Deferral account. accordance with the Code §408(q) deemed IRA rules. If the Similarly, the loan policy or program may be modified to Employer elects to permit deemed IRA contributions to the provide for an ordering rule with respect to the default of a Plan, the Employer will amend the Plan to add necessary IRA loan that is made from the Participant's Roth Elective Deferral language and either the Rev. Proc. 2003 -13 sample deemed account and other accounts under the Plan. IRA language or an appropriate substitute. 3.12 ROTH ELECTIVE DEFERRALS The Employer may (G) Rollovers. A direct rollover of a distribution from Roth. elect in the Adoption Agreement to permit Roth Elective Elective Deferrals shall only be made to a Plan which includes Deferrals. Unless elected otherwise, Roth Elective Deferrals Roth Elective Deferrals as described in Code §402A(e)(1) or shall be treated in the same manner as Elective Deferrals. to a Roth IRA as described in Code §408A, and only to the The Employer may, in operation, implement deferral election extent the rollover is permitted under the rules of Code procedures provided such procedures "are communicated to §402(c). Participants and permit.Participants to modify their elections The Plan shall accept a rollovercontribution of Roth Elective at least once each Plan Year. Deferrals only if it is a direct rollover from another Plan which (A) Elective Deferrals. "Elective Deferral" means a permits Roth Elective Deferrals as described in Code contribution the Employer makes to the Plan pursuant to a §402A(e)(1) and only to the extent the rollover is permitted Participant's Salary Reduction Agreement, as described in under the rules of Code §402(c). The Employer, operationally Section 3.02. The term "Elective Deferrals" includes Pre -tax and on a uniform and nondiscriminatory basis, may decide Elective Deferrals and Roth Elective Deferrals. whether to accept any such rollovers. (B) Pre -Tax Elective Deferrals. "Pre -Tax Elective Deferrals" The Plan shall not provide for a direct rollover (including an means a, Participant's Salary Reduction Contributions which automatic rollover) for distributions from a Participant's Roth are not includible in the Participant's.gross income at the time Elective Deferral account if the amount of the distributions that deferred and have been irrevocably designated as Pre -Tax are eligible rollover distributions are reasonably expected to Elective Deferrals by the Participant in his or her Salary total less than $200 during a year. In addition, any distribution from a Participant's Roth Elective Deferrals are not taken into © 2016 8 Eligible 457 Plan account in determining whether distributions from a (a) Years of participation. The Automatic Deferral ,Participant's other accounts are reasonably expected to total Percentage varies based on the number of plan years the less than $200 during a year. Furthermore, the Plan will treat Participant has participated in the Plan while the Plan has a Participant's Roth Elective Deferral account and the applied EACA provisions; Participant's other accounts as held under two separate plans for purposes of applying the automatic rollover rules`. (b) No reduction from prior default percentage. The However, eligible rollover distributions of a Participant's Roth Plan does not :reduce an Automatic Deferral Percentage that, Elective Deferrals are taken into account in determining immediately prior to the EACA's effective date was higher (for whether the total amount of the Participant's account any Participant) than the Automatic Deferral Percentage; balances under the Plan exceed the Plan's limits for purposes (c) Applying statutory limits. The Plan limits the of mandatory distributions from the Plan. Automatic Deferral amount so as not to exceed the limits of Code Section 457(b)(2) (determined without regard to Age 50 The provisions of the Plan that allow a Participant to elect a Catch -Up Deferrals). direct rollover of'only a portion of an eligible rollover distribution but only if the amount rolled over is at Least $500 (B) EACA notice. The Plan Administrator annually will is applied by treating any amount distributed from a provide a notice to each Participant a reasonable period prior Participant's Roth Elective Deferral account as a separate to each plan year the Employer maintains the Plan.as an distribution from any amount distributed from the Participant's EACA ( "EACA Plan Year "). other accounts in the Plan, even if the amounts are distributed at the same time. (a) Deemed reasonable notice /new Participant. The Plan Administrator is deemed to provide timely notice if the (H) Automatic Enrollment. If the Plan utilizes an automatic Plan Administrator provides the EACA notice at least 30 days enrollment feature as described in Section 3.02(B), then any and not more than 90 days prior to the beginning of the EACA, such automatic contribution shall be a Pre -Tax Elective Plan Year. Deferral. (b) Mid -year notice /new Participant or Plan: If: (a) an (1) Operational Compliance. The Plan Administrator will Employee becomes eligible to make Salary Reduction administer Roth Elective Deferrals in accordance with Contributions: in the Plan during an EACA Plan Year but after applicable regulations or other binding authority. the Plan Administrator has provided the annual EACA notice for that plan year; or (b) the Employer adopts mid -year a new 3.13 BENEFIT ACCRUAL If the Employer elects to apply Plan as an EACA, the Plan Administrator must provide the this Section, then effective as of the date adopted, for benefit EACA notice no later than the date the Employee becomes accrual purposes, the Plan treats an individual who dies or eligible to make Salary Reduction Contributions. However, t it becomes disabled ( as defined under the terms of the Plan ) is not practicable for the notice a be provided on or before the - date an Employee becomes a Participant, then the notice will while performing qualified military service with respect to the nonetheless be treated as provided timely if it is provided as Employer as if the individual had resumed employment in soon as practicable after that date and the Employee is accordance with the individual's reemployment rights under permitted to elect to defer from all types of Compensation that USERRA, on the day preceding death or disability (as the may be deferred under the Plan earned beginning on that case may be) and terminated employment on the actual date date. of death or disability. (c) Content. The EACA notice must provide (A) Determination of benefits. The amount of Matching comprehensive information regarding the Participants' rights. Contributions to be made pursuant to this Section 3.13 shall and obligations under the Plan and must be written in a be determined as though the amount of Salary Reduction manner calculated to be understood by the average Contributions of an individual treated as reemployed under Participant in accordance with applicable guidance. this Section on the basis of the individual's average actual Salary Reduction Contributions for the lesser of: (i) the 12- (C) EACA permissible withdrawal. If elected in in the month period of service with the Employer immediately prior Adoption Agreement, a Participant who has Automatic to qualified military service; or (ii) the actual length of. Deferrals under the EACA may elect to withdraw all the continuous service with the Employer. Automatic Deferrals (and allocable earnings) under the provisions of this Amendment Section 3.4.Any distribution 3.14 ELIGIBLE AUTOMATIC CONTRIBUTION made pursuant to this Section will be processed in ARRANGEMENT (EACA) As elected in the Adoption accordance with normal distribution provisions of the Plan. Agreement, the Employer maintains a Plan with automatic enrollment provisions as an Eligible Automatic Contribution (a) Amount. If a Participant elects a permissible Arrangement ( "EACA"). Accordingly, the Plan will satisfy the withdrawal under this Section, then the Plan must make a (1) uniformity requirements, and (2) notice requirements distribution equal to the amount (and only the amount) of the 'under this Section. J Automatic Deferrals made under the EACA (adjusted for allocable gains and losses to the date of the distribution).The (A) Uniformity. The Automatic Deferral Percentage must be Plan may separately account for Automatic Deferrals, in which a uniform percentage of Compensation. All Participants in the case the entire account will be distributed. If the Plan does not EACA, as defined in Amendment Section 2.1, are subject to separately account for the Automatic Deferrals, then the Plan Automatic Deferrals, except to the extent otherwise provided must determine earnings or losses in a manner similar to the in Amendment Section 2.2. If a Participant's Affirmative rules of Treas. Reg. §1.401(k)- 2(b)(2)(iv) for distributions of Election expires or otherwise ceases to be in effect, the excess contributions. Participant will immediately thereafter be subject to Automatic (b) Fees. Notwithstanding the above, the Plan Deferrals, except to the extent otherwise provided in Administrator may reduce the permissible distribution amount Amendment Section 2.2. However, the Plan does not violate by any generally applicable fees. However, the Plan may not the uniform Automatic Deferral Percentage merely because charge a greater fee for distribution under this Section than the Plan applies any of the following provisions: applies to other distributions. The Plan Administrator may adopt a policy regarding charging such fees consistent with this paragraph. © 2016 9 Eligible 457 Plan Effective Date not to defer any Compensation or to defer (c) Timing. The Participant may make an election to more or less than the Automatic Deferral Percentage. withdraw the Automatic Deferrals under the EACA no later than 90 days, or such shorter period as specified in the (e) Effective Date of Affirmative Election. A Adoption Agreement, after the date of the first Automatic Participant's Affirmative Election generally is effective as of Deferral under the EACA. For this purpose, the date of the the first payroll period which follows the payroll period in first Automatic Deferral is the date that the Compensation which the Participant made the Affirmative Election. However, subject to the Automatic Deferral otherwise would have been a Participant may make an Affirmative Election which is includible in the Participant's gross income. Furthermore, a effective: (a) for the first payroll period in which he or she Participant's withdrawal right is not restricted due to the becomes a Participant if the Participant makes an Affirmative Participant making an Affirmative Election during the 90 day Election within a reasonable period following the Participant's period (or shorter period as specified in Adoption entry date and before the Compensation to which the Election Agreement.). applies becomes currently available; or (b) for the first payroll period following the EACA's effective date, if the Participant (d) Rehired Employees. For purposes of this Section, makes an Affirmative Election not later than the EACA's an Employee who for an entire Plan Year did not have effective date. contributions made pursuant to a default election under the EACA will be treated as having not had such contributions for 3.15 IN-PLAN ROTH ROLLOVER CONTRIBUTION any prior Plan Year as well. (a) Right to elect In -Plan Roth Rollover (e) Effective date of the actual withdrawal election: Contribution. If elected in the Adoption Agreement, a The effective date of the permissible withdrawal will be as Participant may elect to roll over a distribution directly to an soon as practicable, but in no event later than the earlier of (1) In -Plan Roth Rollover Contribution Account in accordance the pay date of the second payroll period beginning after the with the provisions of the Plan, this Section and the elections election is made, or (2) the first pay date that occurs at least made in the Adoption Agreement. "In -Plan Roth rollover 30 days after the election is made. The election will also be contributions" will be subject to the Plan rules related to deemed to be an Affirmative Election to have no Salary designated Roth accounts. Reduction Contributions made to the Plan. (b) Eligibility for distribution and rollover. A (f) Related matching contributions. The Plan Participant must be eligible for a distribution in order to roll Administrator will not take any deferrals withdrawn pursuant to over a distribution to an In -Plan Roth Rollover Contribution this section into account in computing the contribution and Account in accordance with this Section. A Participant may allocation of matching contributions, if any. If the Employer not make an "in -Plan Roth rollover contribution" with regard to has already allocated matching contributions to the an amount which is not an "eligible rollover distribution." Participant's account with respect to deferrals being withdrawn pursuant to this Section, then the matching (c) Form of rollover. The Administrator may permit an contributions, as adjusted for gains and losses, must be "in -Plan Roth rollover contribution" either by converting to forfeited. Except as otherwise provided, the Plan will use the cash any non -cash investments prior to rolling over the forfeited contributions to reduce future contributions or to Participant's distribution election amount to the In -Plan Roth reduce plan expenses. Rollover Contribution Account, or by rolling over the Participant's current investments to the In -Plan Roth Rollover (D) Compensation. Compensation for purposes of Contribution Account. A Plan loan so transferred in a direct determining the amount of Automatic Deferrals has the same rollover (if such transfer is permitted) without changing the meaning as Compensation with regard to Salary Reduction repayment schedule is not treated as a new loan. Contributions in general. (d) Treatment of In -Plan Roth Rollover (E) Definitions. Contributions. (a) Definition of Automatic Deferral. An Automatic (1) Amount of In -Plan Roth Rollover Deferral is a Salary Reduction Contribution that results from Contribution. A Participant may take an in- service the operation of this Article III. Under the Automatic Deferral, distribution only for purposes of electing a direct rollover to an the Employer automatically will reduce by the Automatic In -Plan Roth Rollover Contribution Account. A portion of the Deferral Percentage elected in this Amendment the amount that is eligible to be rolled over to an In -Plan Roth Compensation of each Participant subject to the EACA, as Rollover Contribution Account may be distributed solely for specified in Amendment Section 2.2. The Plan Administrator the purpose of federal or state income tax withholding for the will cease to apply the Automatic Deferral to a Participant who Participant's anticipated tax obligations regarding the amount makes an Affirmative Election as defined in this Section. includible in the Participant's gross income by reason of the In -Plan Roth Rollover Contribution (and the amount withheld (b) Definition of Automatic Deferral for income taxes). The Administrator may limit the amount of Percentage /Increases. The Automatic Deferral Percentage is the 100% withholding distribution to the amount the the percentage of Automatic Deferral which the Employer Administrator reasonably determines is sufficient to satisfy the elects in Amendment Section 2.1 or elsewhere in the Plan Participant's federal and /or state income tax liability relating to (including any scheduled increase to the Automatic Deferral the Plan distribution. Percentage the Employer may elect). (2) No rollover or distribution treatment. (c) Effective date of EACA Automatic Deferral. The Notwithstanding any other Plan provision, a direct In -Plan effective date of an Employee's Automatic Deferral will be as Roth Rollover Contribution is not a rollover contribution for soon as practicable after the Employee is subject to purposes of the Plan. Accordingly, the Plan will take into Automatic Deferrals under the EACA, consistent with (a) account the amounts attributable to an "in -Plan Roth rollover applicable law, and (b) the objective of affording the contribution" in determining whether a Participant's Vested Employee a reasonable period of time after receipt of the Account balance exceeds $5,000 for purposes of Code notice to make an Affirmative Election (and, if applicable, an §411(a)(11). In addition, an "in -Plan Roth rollover investment election). contribution" is not a distribution for purposes of Code §§401(a)(11) (relating to spousal consent) and 3405(c) (d) Definition of Affirmative Election. An Affirmative (relating to mandatory income tax withholding). Furthermore, Election is a Participant's election made after the EACA's it is not a distribution for purposes of applying any limitations ©2016 10 Eligible 457 Plan that a Plan may impose with respect to the number of (c) Treatment of In -Plan Roth, Rollover in- service distributions permitted by the Plan. Contributions. (3) Withdrawal of In -Plan Roth Rollover (1) No distribution treatment. An In -Plan Roth Contributions. A Participant may withdraw amounts from the Transfer is not a Plan distribution. Accordingly, the Plan may Participant's In -Plan Roth Rollover Contribution Account only not withhold or distribute any amounts for income tax when the Participant is eligible for a distribution from the Plan withholding, unless a distribution of other amounts is account that is the source of the "in -Plan Roth rollover permitted pursuant to the terms of the Plan. contribution." This Section does not expand (except, if elected, for distributions for withholding) or eliminate any (2) Withdrawat of In -Plan Roth Transfers. A distribution rights on amounts that.a Participant elects to treat Participant may withdraw amounts from the Participant's as an "in -Plan Roth rollover contribution." In -Plan Roth Transfer Account only when the Participant is eligible fora distribution from the Plan account that is the (e) Definitions and other rules. source of the In -Plan Roth Transfer. This Amendment does not expand or eliminate any distribution rights or restrictions (1) In -Plan Roth Rollover Contribution. An on amounts that Participant elects to treat as an In -Plan "in -Plan Roth rollover contribution" means a rollover Roth Transfer. contribution to the Plan that consists of a distribution from a Participant's Plan account, other than a designated Roth (d) Definitions and other rules. account, that the Participant rolls over to the Participant's designated In -Plan Roth Rollover Contribution Account in the (1) In -Plan Roth Transfer. An In -Plan Roth Plan, in accordance with Code §402(c)(4). An "in -Plan Roth Transfer means an amount that a Participant elects to transfer rollover contribution" may occuronly by a direct . rollover. from a Plan Account, other than a designated Roth Account, into an In -Plan Roth Transfer Account, in accordance with (2) Distribution from partially Vested account. Code §402(c)(4)(E) and this Amendment. An In -Plan Roth Distributions (i.e., the source of the "in -Plan Roth rollover Transfer may only be made with respect to amounts that are contribution" amounts) are permitted only from Vested not distributable under the terms of the Plan. amounts allocated to a qualifying source as identified in the Adoption Agreement. If a distribution is made to a Participant (2) Distribution from partially Vested account. who has not severed employment and who is not fully Vested Distributions (i'.e., the source of the "in -Plan Roth rollover in the Participant's Account from which the rollover is to be contribution" amounts) are permitted only from Vested made, and the Participant may increase the Vested amounts. allocated to a qualifying source as identified in the percentage in such account, then. at any relevant time the Adoption Agreement. If a distribution is made to a Participant Participant's Vested portion of the account will be determined who has not severed employment and who is, not fully Vested in the manner set forth in Section 6.5(h). in the Participant's Account from which the rollover is to be made, and the Participant may increase the Vested 3.16 IN-PLAN ROTH TRANSFER percentage in such account, then at any relevant time the Participant's Vested portion of the account will be determined (a) Right to elect In -Plan Roth Rollover in the manner set forth in Section 6.5(h). Contribution. As elected in the Adoption Agreement, a Participant may elect to transfer amounts to an In -Plan Roth (3) .In -Plan Roth Transfer Account. An In -Plan Transfer Account in accordance with the provisions of the Roth Transfer Account is a sub- account the Plan Plan and this Amendment. In -Plan Roth Transfers will be Administrator establishes for the purpose of separately subject to the taxation provisions and separate accounting accounting for a Participant's Transfers attributable to the requirements that apply to designated Roth accounts. Participant's In -Plan Roth Transfers. The Plan Administrator Furthermore, the Participant shall be fully Vested in the has authority to establish such a sub - account, and to the portion of his or her account attributable to the In -Plan Roth extent necessary, may establish sub - accounts based on the Transfer. source of the In -Plan Roth Transfer. The Plan Administrator will administer an In -Plan Roth Transfer Account as provided (b) Form of transfer. The Plan will transfer investments by IRS guidance and the Plan provisions, including the to the Participant's In -Plan Roth Transfer Account in provisions of this Amendment. accordance with the Plan terms and procedures governing Plan investments. A Participant loan that is transferred to a (4) Participant includes certain alternate Participant's In -Plan Roth Transfer Account (if such transfer is payees. For purposes of eligibility for an In -Plan Roth permitted) without changing the repayment schedule is not Transfer, the Plan will treat a Participant's alternate payee treated as a new loan. spouse or former spouse who is not an Employee as a Participant (unless the right to elect an In -Plan Roth Transfer is limited to Employees). © 2016 11 Eligible 457 Plan ARTICLE IV TIME AND METHOD OF PAYMENT OF BENEFITS 4.01 DISTRIBUTION RESTRICTIONS Except as the the Employer may determine operationally whether to include Plan provides otherwise, the Plan Administrator or Trustee Rollover Contributions in determining whether the Participant may not distribute to a Participant the amounts in his or her is subject to Mandatory Distributions. Account prior to one of the following events: 4.03 REQUIRED MINIMUM DISTRIBUTIONS The Plan (a) The Participant's attaining age 70 1/2; Administrator may not,distribute nor direct the Trustee to distribute the Participant's Account, nor may the Participant (b) The Participant's Severance from Employment; or elect any distribution his or her Account, under a method of payment which, as of the required beginning date, does not (c) The Participant's death. satisfy the minimum distribution requirements of Code §401(a)(9) or which is not consistent with applicable Treasury 4.02 TIME AND METHOD OF PAYMENT OF regulations. ACCOUNT The Plan Administrator, or Trustee at the direction of the Plan Administrator, will distribute to a (A) General Rules. Participant who has incurred a Severance from Employment the Participant's Vested Account under one or any (1) Precedence. The requirements of this Section 4.03 combination of.payment methods and at the time(s) the will take precedence over any inconsistent provisions of the Adoption Agreement specifies. If the Adoption Agreement Plan. permits more than one time or method, the Plan Administrator, in the absence of a Participant election (2) Requirements of Treasury Regulations described below, will determine the time and method Incorporated. All distributions required under this Section applicable to a particular Participant. In no event will the Plan 4.03 will be determined and made in accordance with the Administrator direct (or direct the Trustee to commence) Treasury regulations under Code §401(a)(9). distribution, nor will the Participant elect to have distribution commence, later than the Participant's required beginning (B) Time and Manner of Distribution. date, or under method that does not satisfy Section 4.03. (1) Required Beginning Date. The Participant's entire (A) Participant Election. of Time and Method. The interest will be distributed, or begin to be'distributed, to the Employer in the Adoption Agreement, must elect whether to Participant no later than the'Participant's required beginning permit Participants to elect the timing and method of date. distribution of their Account in accordance with this Section 4.02. The Plan Administrator must consent to the specific (2) Death of Participant Before Distribution Begins. terms of any such Participant election and the Plan, If the Participant dies before distributions begin, the Administrator in its sole discretion may withhold consent. Participant's entire interest will be distributed,.or begin to be Subject to the foregoing conditions, a Participant: (1) may distributed, no later than as follows: elect to postpone distribution, of his or her Account beyond the time the Employer has elected in the Adoption Agreement, to (a) Spouse Designated Beneficiary. If the any fixed or determinable date including, but not beyond, the Participant's surviving spouse is the Participant's sole Participant's required beginning date; and (2) may elect the designated Beneficiary, then, except as the Employer may method of payment. A Participant in a Tax Exempt elect in the Adoption Agreement, distributions to the surviving Organization Eligible 457 Plan may elect the timing and spouse will begin by December 31 of the calendar year method of payment of his or her Account no later than 30 immediately following the calendar year in which the days before the date the Plan Administrator or Trustee first Participant dies, or by December 31 of the calendar year in would commence payment of the Participant's Account in which the Participant would have attained age 70 1/2, if later. accordance with the Adoption Agreement. The Plan Administrator must furnish to the Participant a form for the (b) Non- Spouse Designated Beneficiary. if the Participant to elect the time and a method of payment. A Participant's surviving spouse is not the Participant's sole Participant in a Governmental Eligible 457 Plan is not subject designated Beneficiary, then, except as the Employer may to any such requirement in election the timing or method of elect in the Adoption Agreement, distributions to the payment. designated Beneficiary will begin by December 31 of the calendar year.immediately following the calendar year in (B) Number of Initial Elections /Subsequent Elections. A which the Participant died. Participant in a Tax - Exempt Organization Eligible 457 Plan may make any number of elections or revoke any prior (c) No Designated Beneficiary. If there is no election under Section 4.02(A) within the election period. designated Beneficiary as of September 30 of the year Once the initial election period expires, a Participant, before following the year of the Participant's death, the Participant's payment would commence under the Participant's initial entire interest will be distributed by December 31 of the ' election, may make one additional election to defer (but not to calendar year containing the fifth anniversary of the accelerate) the timing of payment of his or her Account and Participant's death. also as to the method of payment. (d) Death of Spouse. If the Participant's surviving spouse is the Participant's sole designated Beneficiary and (C) No Election /Default. If the Participant does not make a the surviving spouse dies after the Participant but before timely election regarding the time and method of payment, the distributions to the surviving spouse begin, this Section Plan Administrator will pay or direct the Trustee to pay the 4.03(8)(2) other than Section 4.03(13)(2)(a), will apply as if the Participant's Account in accordance with the Adoption surviving spouse were the Participant. Agreement. (D) Mandatory Distribution. The Employer in the Adoption For purposes of this Section 4.03(8) and Section considered unless Section he 4.03(B)(2)(d) applies, distributions are Agreement will elect whether the Plan will make Mandatory considered to begin on the Participant's required beginning Distributions. If the Employer elects Mandatory Distributions, date. If Section 4.03(13)(2)(d) applies, distributions are © 2016 12 Eligible-457 Plan considered to begin on the date distributions are required to year after the year of the Participant's death using the begin to the surviving spouse under Section 4.03(13)(2)(a). If surviving spouse's age as of the spouse's birthday in that distributions under an annuity purchased from an insurance year. For distribution - calendar years after the year of the company irrevocably commence to the Participant before the surviving spouse's death, the remaining life expectancy of the Participant's required beginning date or to the Participant's surviving spouse is calculated using the attained age of the . surviving spouse before the date distributions are required to surviving spouse as of the spouse's birthday in the calendar begin to the surviving spouse under Section 4.03(13)(2)(a), the year of the spouse's death, reduced by one for each date distributions are considered to begin is the date subsequent calendar year. distributions actually commence. (iii) Non - Spouse's Life Expectancy. If the (3) Forms of Distribution.` Unless the Participant's Participant's surviving spouse is not the Participant's sole interest is distributed in the form of an annuity purchased from designated Beneficiary, the designated Beneficiary's an insurance company or in a single sum on or before the remaining life expectancy is calculated using the attained age required beginning date, as of the first distribution calendar of the Beneficiary as of the Beneficiary's birthday in the year distributions will be made in accordance with Sections calendar year following the calendar year of the Participant's 4.03(C) and 4.03(D). If the Participant's interest is distributed death, reduced by one for each. subsequent calendar year.. in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance (b) No Designated Beneficiary. If the Participant with the requirements of Code §401'(a)(9) and the Treasury dies on or after the date distributions begin and there is no regulations. designated Beneficiary as of September 30 of the calendar year after the calendar year of the Participant's death, the (C) Required Minimum Distributions during Participant's minimum amount that will be distributed for each distribution Lifetime. calendar year after the calendar year of the Participant's death is the quotient obtained by dividing the Participant's (1) Amount of Required Minimum Distribution for account balance by the Participant's remaining life Each Distribution Calendar Year. During the Participant's expectancy calculated using the attained age of the lifetime, the minimum amount that will be distributed for each Participant as of the Participant's birthday in the calendar year distribution calendar year is the lesser of: of death, reduced by one for each subsequent calendar year. (a) ULT. The quotient obtained by dividing the (2) Death before Date Distributions Begin. Participant's account balance by the number in the Uniform Life Table set forth in Trees. Reg. §1.401(a)(9) -9, using the (a) Participant Survived by Designated Participant's attained age as of the Participant's birthday in Beneficiary. Except as the Employer may elect in the the distribution calendar year; or Adoption Agreement, if the Participant dies before the date distributions begin and there is a designated Beneficiary, the (b) Younger Spouse. If the Participant's sole minimum amount that will be distributed for, each distribution designated Beneficiary for the distribution calendar year is the calendar year after the year of the Participant's death is the Participant's spouse, the ,quotient obtained by dividing the quotient obtained by dividing the Participant's account Participant's account balance by the number in the Joint and balance by the remaining life. expectancy of the Participant's Last Survivor Table set forth in Treas. Reg. §1.401(a)(9) -9, designated'Beneficiary, determined as provided in Section using the Participant's and spouse's attained ages as of the 4.03(D)(1). Participant's and.spouse's birthdays in the distribution calendar year. (b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no (2) Lifetime Required Minimum Distributions designated Beneficiary as of September 30 of the year Continue Through Year of.Participant's Death. Required following the year of the Participant's death, distribution of the minimum distributions will be determined under this.Section Participant's entire interest will be completed by December 31 4.03(C) beginning with the first distribution calendar year and of the calendar year containing the fifth anniversary of the up to including the distribution calendar year that includes Participant's death. the Participant's date of death. (c) Death of Surviving Spouse Before. (D) Required Minimum Distributions after Participant's Distributions to Surviving. Spouse Are Required to Begin. Death. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole (1) Death On or After Distributions Begin. designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse (a) Participant Survived by Designated under Section 4.03(13)(2)(a), this Section 4.03(D)(2) will apply Beneficiary. If the Participant dies on or after the date as if the surviving spouse were the Participant. distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution (d) 5 -year or Life Expectancy rule; possible calendar year after the year of the Participant's death is the election. The Employer in its Adoption Agreement will elect quotient obtained by dividing the Participant's account whether distribution of the Participant's Account will be made balance by the longer of the remaining life expectancy of the in accordance with the life expectancy rule under Section Participant or the remaining life expectancy of the 4.03(D)(2)(a) or the 5-year rule ,under Section 4.03(1))(2)(b). - Participant's designated Beneficiary, determined as follows: The Employer's election may permit a Designated Beneficiary to elect which of these rules will apply or may specify which (i) - Participant's Life Expectancy. The rule applies. However, the life expectancy rule (whether Participant's remaining life expectancy is calculated using the subject to election or not) applies only in the case of a - attained age of the Participant as of the Participant's birthday Designated Beneficiary. The 5 -year rule applies as to any in the calendar year of death, reduced by one for each Beneficiary who is not a Designated Beneficiary. A permitted subsequent calendar year. election under this Section must be made no later than the earlier of September 30 of the calendar year in which. (it) Spouse's Life Expectancy. If the distribution would be required to begin under Section Participant's surviving spouse is the Participant's sole 4.03(D)(2)(a),,or by September 30 of the calendar year which designated Beneficiary, the remaining life expectancy of the contains the fifth anniversary of the Participant's (or, if surviving spouse is calculated for each distribution calendar applicable, surviving spouse's) death. © 2016 13 Eligible 457 Plan payments to a Participant or to a Beneficiary. The Plan (E) Definitions. Administrator will establish a policy for determining whether an unforeseeable emergency exists. An unforeseeable (1) Designated Beneficiary. The individual who is emergency is a severe financial hardship of a Participant or designated as the Beneficiary under the Plan and is the Beneficiary resulting from: (1) illness or accident of the designated beneficiary under Code §401(a)(9) and Treas. Participant, the Beneficiary, or the Participant's or Reg. §1.401(a)(9) -1, Q&A-4. Beneficiary's spouse or dependent (as defined in Code §152(a)); (2) loss of the Participant's or Beneficiary's property (2) Distribution calendar year. A calendar year for due to casualty; (3) the need to pay for the funeral expenses . which a minimum distribution is required. For distributions of the Participant's or Beneficiary's spouse or dependent (as beginning before the Participant's death, the first distribution defined in Code §152(a)); or (4) other similar extraordinary calendar year is the calendar year immediately preceding the and unforeseeable circumstances arising from events beyond calendar year which contains the Participant's required the Participant's or Beneficiary's control, or which applicable beginning date. For distributions beginning after the law may define as an unforeseeable emergency. The Plan Participant's death, the first distribution calendar year is the Administrator will not pay the Participant or the Beneficiary calendar year in which the distributions are required to begin more than the amount reasonably necessary to satisfy the under Section 4.03(B)(2). The required minimum distribution emergency need, which may include amounts necessary to for the Participant's first distribution calendar year will be pay taxes or penalties on the distribution. The Plan made on or before the Participant's required beginning date. Administrator will not make payment to the extent the The required minimum distribution for other distribution Participant or Beneficiary may relieve the financial hardship calendar years, including the required minimum distribution by cessation of deferrals under the Plan, through insurance or for the distribution calendar year in which the Participant's other reimbursement, or by liquidation of the individual's required beginning date occurs, will be made on or before assets to the extent such liquidation would not cause severe December 31 of that distribution calendar year. financial hardship. (3) Life expectancy. Life expectancy as computed by The Participant's Beneficiary is a person who a Participant use of the Single Life Table in Treas. Reg. §1.401(a)(9) -9. designates and who is or may become entitled to a Participant's Plan Account upon the Participant's death. (4) Participant's account balance. The account balance as of the last valuation date in the calendar year (B) De minimis distribution. In accordance with the immediately preceding the distribution calendar year Employer's Adoption Agreement elections, the Plan (valuation calendar year) increased by the amount of any Administrator may allow a Participant to elect to receive a contributions made and allocated or forfeitures allocated to distribution or the Plan Administrator will distribute (without a the account balance as of dates in the valuation calendar year Participant election) any amount of the Participant's Account after the valuation date and decreased by distributions made where: (1) the Participant's Account (disregarding Rollover in the valuation calendar year after the valuation date. The Contributions) does not exceed $5,000 (or such other amount account balance for the valuation calendar year includes any as does not exceed the Code §411 (a)(1 1)(A) dollar amount); Rollover Contributions or Transfers to the Plan either in the (2) the Participant has not made or received an allocation of valuation calendar year or in the distribution calendar year if any Deferral Contributions under the Plan during the two -year distributed or transferred in the valuation calendar year. period ending on the date of distribution; and (3) the Participant has not received a prior distribution under this (5) Required beginning date. A Participant's required Section 4.05(8). beginning date is the April 1 of the calendar year following the later of: (1) the calendar year in which the Participant attains (C) Distribution of Rollover Contributions. The Employer age 70 1/2, or (2) the calendar year in which the Participant in the Adoption Agreement may elect to permit a Participant to retires or such other date under Code §401(a)(9) by which request and to receive distribution of the Participant's Account required minimum distributions must commence. attributable to Rollover Contributions (but not to Transfers) before the Participant has a distributable event under Section 4.04 DEATH BENEFITS Upon the death of the 4.01. Participant, the Plan Administrator must pay or direct the Trustee to pay the Participant's Account in accordance with 4.06 DISTRIBUTIONS UNDER QUALIFIED DOMESTIC Section 4.03. Subject to Section 4.03, a Beneficiary may elect RELATIONS ORDERS (QDROs) Notwithstanding any other the timing and method of payment in the same manner as a provision of this Plan, the Employer in the Adoption Participant may elect under Section 4.02, if such elections Agreement may elect to apply the QDRO provisions of this apply. Section 4.06. If Section 4.06 applies, the Plan Administrator (and any Trustee) must comply with the terms of a QDRO, as If a Participant dies while performing qualified military service defined in Code §414(p), which is issued with respect to the (as defined in Code §414(u)), the survivors of the Participant Plan. are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) (A) Time and Method of Payment. This Plan specifically provided under the Plan as if the Participant had resumed and permits distribution to an alternate payee under a QDRO at then terminated employment on account of death. any time, notwithstanding any contrary Plan provision and irrespective of whether the Participant has attained his or her 4.05 DISTRIBUTIONS PRIOR TO SEVERANCE FROM earliest retirement age (as defined under Code §414(p)) EMPLOYMENT The Employer must elect in the Adoption under the Plan. A distribution to an alternate payee prior to Agreement whether to permit in- service distributions of a the Participant's attainment of earliest retirement age is Participant's Vested Account under this Section 4.05, available only if the QDRO specifies distribution at that time or notwithstanding the Section 4.01 distribution restrictions. permits an agreement between the Plan and the alternate payee to authorize an earlier distribution. Nothing in this (A) Unforeseeable Emergency.. In the event of a Section 4.06 gives a Participant a right to receive distribution Participant's unforeseeable emergency, the Plan at a time the Plan otherwise does not permit nor authorizes Administrator may make a distribution to a Participant who the alternate payee to receive a form of payment the Plan has not incurred a Severance from Employment (or who has does not permit. incurred a Severance but will not begin to receive payments until some future date). In the event of an unforeseeable (B) QDRO Procedures. The Plan Administrator must emergency, the Plan Administrator also may accelerate establish reasonable procedures to determine the qualified © 2016 14 Eligible 457 Plan status of a domestic relations order. Upon receiving a Account, the Plan Administrator or the Trustee, at the Plan domestic relations order, the Plan Administrator promptly will Administrator's direction, may distribute to the Participant or notify the Participant and any alternate payee named in the may directly roll over the Participant's Account in accordance order, in writing, of the receipt of the order and the Plan's with the Plan's rollover notice. procedures for determining the qualified status of the order. Within a reasonable period of time after receiving the (D) Mandatory default rollover. If (1) the Plan is a domestic relations order, the Plan Administrator must Governmental Eligible 457 Plan, (2) the Plan makes a determine the qualified status of the order and must notify the mandatory distribution after the Code §401 (a)(31 )(B) Effective Participant and each alternate payee, in writing, of the Plan Date, greater than $1,000, and (3) the Participant does not Administrator's determination. The Plan Administrator must elect to have such distribution paid directly to an eligible provide notice under this paragraph by mailing to the retirement plan specified by the Participant in a direct rollover individual's address specified in the domestic relations order. or to receive the distribution directly, then the Plan Administrator will pay the distribution in a direct rollover to an (C) Accounting. If any portion of the Participant's Account individual retirement plan designated by the Plan Balance is payable under the domestic relations order during Administrator. the period the Plan Administrator is making its determination of the qualified status of the domestic relations order, the Plan (E) Non - spouse beneficiary rollover right. A non - spouse Administrator must maintain a separate accounting of the beneficiary who is a "designated beneficiary" under Section amounts payable. If the Plan Administrator determines the 4.03(E)(1), by a direct trustee -to- trustee transfer ( "direct order is a QDRO within 18 months of the date amounts first rollover "), may roll over all or any portion of his or her are payable following receipt of the domestic relations order, distribution to an individual retirement account the beneficiary the Plan Administrator will distribute or will direct the Trustee establishes for purposes of receiving the distribution. In order to be able to roll over the distribution, the distribution to distribute the payable amounts in accordance with the otherwise must satisfy the definition of an eligible rollover QDRO. If the Plan Administrator does not make its distribution. determination of the qualified status of the order within the 18 -month determination period, the Plan Administrator will (1) Certain requirements not applicable. Although a distribute or will direct the Trustee to distribute the payable non - spouse beneficiary may roll over directly a distribution as amounts in the manner the Plan would distribute if the order provided in Section 4.07(E), the distribution is not subject to did not exist and will apply the order prospectively if the Plan the direct rollover requirements of Code §401(a)(31) Administrator later determines the order is a QDRO. (including the automatic rollover provisions of Code §401(a)(31)(13)), the notice requirements of Code §402(f) or To the extent it is not inconsistent with the provisions of the mandatory withholding requirements of Code §3405(c). If the QDRO, the Plan Administrator may segregate or may a non - spouse beneficiary receives a distribution from the direct the Trustee to segregate the QDRO amount in a Plan, the distribution is not eligible for a "60 -day" rollover. segregated investment account. The Plan Administrator or (2) Trust beneficiary. If the Participant's named Trustee will make an payments or distributions required YP Y q under this Section 4.06 b separate benefit checks or other beneficiary is a trust, the Plan may make a direct rollover to y p an individual retirement account on behalf of the trust separate distribution to the alternate payee(s). provided the trust satisfies the requirements to be a designated beneficiary within the meaning of Code (D) Permissible QDROs. A domestic relations order that §401(a)(9)(E). otherwise satisfies the requirements for a qualified domestic relations order ( "QDRO ") will not fail to be a QDRO: (i) solely (3) Required minimum distributions not eligible for because the order is issued after, or revises, another rollover. A non-spouse beneficiary ma y not roll over an P rY Y domestic relations order or QDRO; or (ii) solely because of amount which is a required minimum distribution, as the time at which the order is issued, including issuance after determined under applicable Treasury regulations and other the annuity starting date or after the Participant's death. Revenue Service guidance. If the Participant dies before his or her required beginning date and the non - spouse 4.07 DIRECT ROLLOVER OF ELIGIBLE ROLLOVER beneficiary rolls over to an IRA the maximum amount eligible DISTRIBUTIONS — GOVERNMENTAL PLAN for rollover, the beneficiary may elect to use either the 5 -year rule or the life expectancy rule, pursuant to Treas. Reg. (A) Participant Election. A Participant (including for this §1.401(a)(9) -3, A -4(c), in determining the required minimum purpose, a former Employee) in a Governmental Eligible 457 distributions from the IRA that receives the non - spouse Plan may elect, at the time and in the manner the Plan beneficiary's distribution. Administrator prescribes, to have any portion of his or her eligible rollover distribution from the Plan paid directly to an (F) Definitions. The following definitions apply to this eligible retirement plan specified by the Participant in a direct Section: rollover election. For purposes of this election, a "Participant" includes as to their respective interests, a Participant's (1) Eligible rollover distribution. An eligible rollover surviving spouse and the Participant's spouse or former distribution is any distribution of all or any portion of a spouse who is an alternate payee under a QDRO. Participant's Account, except an eligible rollover distribution does not include: (a) any distribution which is one of a series (B) Rollover and Withholding Notice. At least 30 days and of substantially equal periodic payments (not less frequently not more than 180 days prior to the Trustee's distribution of than annually) made for the life (or life expectancy) of the an eligible rollover distribution, the Plan Administrator must Participant or the joint lives (orjoint life expectancies) of the provide a written notice (including a summary notice as Participant and the Participant's designated Beneficiary, or for permitted under applicable Treasury regulations) explaining to a specified period of ten years or more; (b) any Code the distributee the rollover option, the applicability of §401(a)(9) required minimum distribution; (c) any mandatory 20% federal withholding to any amount not directly unforeseeable emergency distribution; and (d) any distribution rolled over, and the recipient's right to roll over within 60 days which otherwise would be an eligible rollover distribution, but after the date of receipt of the distribution ( "rollover notice "). where the total distributions to the Participant during that calendar year are reasonably expected to be less than $200. (C) Default distribution or rollover. Except as provided in Paragraph (D), in the case of a Participant who does not elect (2) Eligible retirement plan. An eligible retirement plan timely to roll over or to receive distribution of his or her is an individual retirement account described in Code §408(a), © 2016 15 Eligible 457 Plan an individual retirement annuity described in Code §408(b), otherwise would receive and include in income. The Plan will an annuity plan described in Code §403(a), a qualified plan pay such deducted amounts directly to pay qualified health described in Code §401(a), an annuity contract (or custodial insurance premiums. agreement) described in Code §403(b), or an eligible deferred compensation plan described in Code §457(b) and (A) Direct payment. The Plan will pay directly to the maintained by an Employer described in Code §457(e)(1)(A), provider of the accident or health insurance plan or qualified which accepts the Participant's, the Participant's spouse or long -term care insurance contract the amounts the Eligible alternate payee's eligible rollover distribution. Retired Public Safety Officer has elected to have deducted from the distribution. Such amounts may not exceed the A Participant or beneficiary may elect to roll over directly an lesser of $3,000 or the amount the Participant paid for such eligible rollover distribution to a Roth IRA described in Code taxable year for qualified health insurance premiums, and §408A(b). For this purpose, the term "eligible rollover which otherwise complies with Code §402(1). distribution" includes a rollover distribution described in this Section. (B) Definitions. (3) Direct rollover. A direct rollover is a payment by the (1) Eligible retired public safety officer. An "Eligible Plan to the eligible retirement plan specified by the distributee. Retired Public Safety Officer" is an individual who, by reason of disability or attainment of Normal Retirement Age, is (4) Mandatory distribution. A mandatory distribution is separated from service as a Public Safety Officer with the an eligible rollover distribution without the Participant's Employer. consent before the Participant attains the later of age 62 or Normal Retirement Age (see paragraph 3.05 (B)). A (2) Public safety officer. A "Public Safety Officer" has distribution to a beneficiary is not a mandatory distribution. the same meaning as in Section 1204(9)(A) of the Omnibus Crime Control and Safe Streets Act of 1968 (42 U.S.C. (5) 401(a)(31)(B) Effective Date. The 401(a)(31)(B) 3796b(9)(A)). Effective Date is the date of the close of the first regular legislative session of the legislative body with the authority to (3) Qualified health insurance premiums. The term amend the Plan that begins on or after January 1, 2006. "qualified health insurance premiums" means premiums for coverage for the Eligible Retired Public Safety Officer, his or 4.08 ELECTION TO DEDUCT FROM DISTRIBUTION her spouse, and dependents, by an accident or health An Eligible Retired Public Safety Officer may elect annually insurance plan or qualified long -term care insurance contract for that taxable year to have the Plan deduct an amount from (as defined in Code §7702B(b)). a distribution which the Eligible Retired Public Safety Officer © 2016 16 Eligible 457 Plan ARTICLE V PLAN ADMINISTRATOR - DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS 5.01 TERMNACANCY The Plan Administrator will serve Administrator makes under the Plan is final and binding upon until his or her successor is appointed. In case of a vacancy in any affected person. the position of the Plan Administrator, the Employer will exercise any and all of the powers, authority, duties and (A) Loan Policy. In a Governmental Eligible 457 Plan, the discretion conferred upon the Plan Administrator pending the Plan Administrator, in its sole discretion, may establish, filling of the vacancy. amend or terminate from time to time, a nondiscriminatory policy which the Trustee must observe in making Plan loans, 5.02 POWERS AND DUTIES The Plan Administrator will if any, to Participants and to Beneficiaries. If the Plan have the following powers and duties: Administrator adopts a loan policy, the loan policy must be a written document and must include: (1) the identity of the (a) To select a committee to assist the Plan person or positions authorized to administer the participant Administrator; loan program; (2) the procedure for applying for a loan; (3) the criteria for approving or denying a loan; (4) the limitations, if (b) To select a secretary for the committee, who need any, on the types and amounts of loans available; (5) the not be a member of the committee; procedure for determining a reasonable rate of interest; (6) the types of collateral which may secure the loan; and (7) the (c) To determine the rights of eligibility of an Employee events constituting default and the steps the Plan will take to to 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 Administrator adopts under this Section 5.02(A) is part of the Plan, except that the Plan Administrator may amend or (d) To adopt rules and procedures and to create terminate the policy without regard to Section 9.01. administrative forms necessary for the proper and efficient administration of the Plan provided the rules, procedures and (B) QDRO Policy. If the QDRO provisions of Section 4.06 forms are not inconsistent with the terms of the Plan; apply, the Plan Administrator will establish QDRO procedures. (e) To construe and enforce the terms of the Plan and 5.03 COMPENSATION The Plan Administrator and the the rules and regulations the Plan Administrator adopts, members of the Committee will serve without compensation including interpretation of the Plan documents and documents for services, but the Employer will pay all expenses of the related to the Plan's operation; Plan Administrator and Committee. (f) To direct the distribution of a Participant's Account; 5.04 AUTHORIZED REPRESENTATIVE The Plan Administrator may authorize any one of the members of the (g) To review and render decisions respecting a claim Committee, if any, or the Committee's Secretary, to sign on for (or denial of a claim for) a benefit under the Plan; the Plan Administrator's behalf any Plan notices, directions, applications, certificates, consents, approvals, waivers, letters (h) To furnish the Employer with information which the or other documents. Employer may require for tax or other purposes; (i) To establish a policy in making distributions for 5.05 INDIVIDUAL ACCOUNTS /RECORDS The Plan Administrator will maintain a separate Account in the name of unforeseeable emergencies; each Participant to reflect the value of the Participant's Deferred Compensation under the Plan. The Plan Q) To establish under a Governmental Eligible 457 Administrator will maintain records of its activities. Plan, policies regarding the receipt of Rollover Contributions and default rollover distributions; 5.06 VALUE OF PARTICIPANT'S ACCOUNT The value of each Participant's Account consists of his or her (k) To establish a policy regarding the making and the accumulated Deferred Compensation, as of the most recent receipt of Transfers; Accounting Date or any later date as the Plan Administrator (1) To establish a policy regarding Participant or may determine. Beneficiary direction of investment; 5.07 ACCOUNT ADMINISTRATION, VALUATION AND m To engage the services of an EXPENSES ( ) y person to invest any Account under this Plan and to direct such person to make (A) Individual Accounts. The Plan Administrator, as payment to a Participant of his or her'Vested Account; necessary for the proper administration of the Plan, will (n) To establish under a Governmental Eligible 457 maintain, or direct the Trustee to maintain, a separate Plan, a policy (see Section 5.02(A)) which the Trustee must Account, or multiple Accounts, in the name of each Participant observe in making loans, if any, to Participants and to reflect the Participant's Account Balance under the Plan. Beneficiaries; The Plan Administrator will make its allocations of Employer Contributions and of Earnings, or will request the Trustee to (o) To undertake correction of any Plan failures as make such allocations, to the Accounts of the Participants as necessary to preserve eligible Plan status; and necessary to maintain proper Plan records and in accordance with the applicable: (i) Contribution Types; (ii) allocation (p) To undertake any other action the Plan conditions; (iii) investment account types; and (iv) Earnings Administrator deems reasonable or necessary to administer allocation methods. The Plan Administrator may also the Plan. maintain, or direct the Trustee to maintain, a separate temporary Account for Participant forfeitures which occur The Plan Administrator shall have total and complete during a Plan Year, pending their accrual and allocation in discretion to interpret and construe the Plan and to determine accordance with the Plan terms, or for other special items as all questions arising in the administration, interpretation and the Plan Administrator determines is necessary and application of the Plan. Any determination the Plan appropriate for proper plan administration. © 2016 17 Eligible 457 Plan Administrator, is equal to the sum of all contributions, Earnings (1) By Contribution Type. The Plan Administrator, will and other additions credited to the Account, less all establish Plan Accounts for each Participant as necessary to distributions (including distributions to Beneficiaries and to reflect his or her Accounts attributable to the following alternate payees and also including disbursement of Plan loan Contribution Types and the Earnings attributable thereto: Pre- proceeds), expenses and other charges against the Account Tax Deferrals, Roth Deferrals, Matching Contributions, as of a Valuation Date or other relevant date. For purposes of Nonelective Contributions, Rollover Contributions (including a distribution under the Plan, the amount of a Participant's Roth versus pre -tax amounts), and Transfers. Account Balance is determined based upon its value on the Valuation Date immediately preceding or coinciding with the (2) By investment account type. The Plan date of the distribution. If any or all Plan investment Accounts Administrator will establish separate Accounts for each are Participant- Directed Accounts, the directing Participant's Participant as necessary to reflect his or her investment Account Balance consists of the assets held within the account types as described below: Participant- Directed Account and the value of the Account is determined based upon the fair market value of such assets. (a) Pooled Accounts. A Pooled Account is an Account which for investment purposes is not a Segregated (4) Account statements. As soon as practicable after Account or a Participant- Directed Account. If any or all Plan the Accounting Date of each Plan Year, the Plan Administrator investment Accounts are Pooled Accounts, each Participant's will deliver to each Participant (and to each Beneficiary) a Account has an undivided interest in the assets comprising statement reflecting the amount of his or her Account Balance the Pooled Account. In a Pooled Account, the value of each in the Trust as of the statement date or most recent Valuation Participant's Account Balance consists of that proportion of Date. No Participant, except the Plan Administrator /Participant the net worth (at fair market value) of the Trust Fund which or Trustee /Participant, has the right to inspect the records the net credit balance in his or her Account (exclusive of the reflecting the Account of any other Participant. cash value of incidental benefit insurance contracts) bears to the total net credit balance in the Accounts of all Participants (B) Allocation of Earnings. This Section 5.07(B) applies plus the cash surrender value of any insurance contracts held solely to the allocation of Earnings of the Trust Fund. The by the Trustee on the Participant's life. As of each Valuation Plan Administrator will allocate Employer Contributions and Date, the Plan Administrator must reduce a Participant- Participant forfeitures, if any, in accordance with Article III. Directed Account for any forfeiture arising from Section 5.07 Earnings means the net income, gain or loss earned by a after the Plan Administrator has made all other allocations, particular Account, by the Trust, or with respect to a changes or adjustments to the Account (excluding Earnings) contribution or to a distribution, as the context requires. for the valuation period. (1) Allocate as of Valuation Date. As of each (b) Participant - Directed Accounts. A Participant- Valuation Date, the Plan Administrator must adjust Accounts Directed Account is an Account that the Plan Administrator to reflect Earnings for the Valuation Period since the last establishes and maintains or directs the Trustee to establish Valuation Date. and maintain for a Participant to invest in one or more assets that are not pooled assets held by the Trust, such as assets in (2) Definition of Valuation Date. A Valuation Date a brokerage account or other property in which other under this Plan is each: (a) Accounting Date; (b) Valuation Participants do not have any interest. As the Plan Date the Employer elects in the Adoption Agreement; or (c) Administrator determines, a Participant- Directed Account may Valuation Date the Plan Administrator establishes. The provide for a limited number and type of investment options or Employer in the Adoption Agreement or the Plan funds, or may be open -ended and subject only to any Administrator may elect alternative Valuation Dates for the limitations imposed by applicable law. A Participant may have different Contribution Types which the Plan Administrator one or more Participant- Directed Accounts in addition to maintains under the Plan. Pooled or Segregated Accounts. A Participant- Directed Account is credited and charged with the Earnings. As of each (3) Definition of Valuation Period. The Valuation Valuation Date, the Plan Administrator must reduce a Period is the period beginning on the day after the last Participant- Directed Account for any forfeiture arising from Valuation Date and ending on the current Valuation Date. Section 5.07 after the Plan Administrator has made all other allocations, changes or adjustments to the Account (excluding (4) Allocation methods. The Plan Administrator will Earnings) for the valuation period. allocate Earnings to the Participant Accounts in accordance with the daily valuation method, balance forward method, (c) Segregated Accounts. A Segregated Account balance forward with adjustment method, weighted average is an Account the Plan Administrator establishes and method, Participant- Directed Account method, or other maintains or directs the Trustee to establish and maintain for method the Employer elects under the Adoption Agreement. a Participant: (i) to facilitate installment payments; (ii) to hold a The Employer in the Adoption Agreement may elect QDRO amount; (iii) to prevent a distortion of Plan Earnings alternative methods under which the Plan Administrator will allocations; or (iv) for such other purposes as the Plan allocate the Earnings to the Accounts reflecting different Administrator may direct. A Segregated Account receives all Contribution Types or investment Account types which the income it earns and bears all expense or loss it incurs. The Plan Administrator maintains under the Plan. The Plan Trustee will invest the assets of a Segregated Account Administrator first will adjust the Participant Accounts, as consistent with the purpose for which the Plan Administrator those Accounts stood at the beginning of the current or Trustee established the Account. As of each Valuation Valuation Period, by reducing the Accounts for any forfeitures, Date, the Plan Administrator must reduce a Segregated distributions, and loan disbursement payments arising under Account for any forfeiture arising after the Plan Administrator the Plan, for expenses charged during the Valuation Period to has made all other allocations, changes or adjustments to the the Accounts (expenses directly related to a Participant's Account (excluding Earnings) for the Valuation Period. Account). The Plan Administrator then, subject to the restoration allocation requirements of the Plan, will allocate (3) Amount of Account/distributions. The amount of a Earnings under the applicable valuation method. Participant's Account, as determined by the Plan © 2016 18 Eligible 457 Plan (a) Daily valuation method. If the Employer in the 5.08 ACCOUNT CHARGED The Plan Administrator will Adoption Agreement elects to apply the daily valuation charge all distributions made to a Participant or to his or her method, the Plan Administrator will allocate Earnings on each Beneficiary, or transferred under Section 9.03 from his or her day of the Plan Year for which Plan assets are valued on an Account, against the Account of the Participant when made. established market and the Trustee is conducting business. 5.09 OWNERSHIP OF FUND/TAX- EXEMPT Under the daily valuation method, all assets subject to such ORGANIZATION If the Employer is a Tax - Exempt method are subject to daily valuation. The assets may be held Organization, the Plan is an unfunded plan and all Deferred in Participant- Directed Accounts or in Accounts which are Compensation, property and rights to property purchased by subject to Trustee or other fiduciary investment direction. Deferred Compensation and all income attributable thereto remain, until paid or made available under the Plan, the sole (b) Balance forward method. If the Employer in property and rights of the Employer, subject only to the claims the Adoption Agreement elects to apply the balance forward of the Employer's general creditors. No Participant or method, the Plan Administrator will allocate Earnings pro rata Beneficiary will have any vested interest or secured or to the adjusted Participant Accounts, since the last Valuation preferred position with respect to an Account or have any Date. claim against the Employer except as a general creditor. No Participant or Beneficiary shall have any right to sell, assign, (c) Balance forward with adjustment method. If transfer or otherwise convey his or her Account or any interest the Employer in the Adoption Agreement elects to apply the in his or her Deferred Compensation. The Employer or the balance forward with adjustment method, the Plan Plan Administrator, acting as the Employer's agent, may enter Administrator will allocate pursuant to the balance forward into a trust agreement solely for the purpose of investing all or method, except it will treat as part of the relevant Account at part of the Accounts, which will be subject to the claims of the the beginning of the Valuation Period the percentage of the Employer's general creditors, and in which the Participants or Beneficiaries will not have a vested interest nor a secured or contributions made as the Employer elects in the Adoption preferred position or have any claim except as the Employer's Agreement, during the Valuation Period the Employer elects general creditor. The Employer may not purchase life in the Adoption Agreement. insurance contracts under this Plan unless the Employer retains all incidents of ownership in such contracts, the (d) Weighted average method. If the Employer in Employer is the sole beneficiary of such contracts and the the Adoption Agreement elects to apply a weighted average Employer is not under any obligation to transfer the contracts allocation method, the Plan Administrator will allocate or pass through the proceeds to any Participant or to his or pursuant to the balance forward method, except it will treat a her Beneficiary. The Employer may adopt and attach to the weighted portion of the applicable contributions as if includible Plan as "Appendix A," the Internal Revenue Service Model in the Participant's Account as of the beginning of the Rabbi Trust under Rev. Proc. 92 -64 (as amended) to hold the Valuation Period. The weighted portion is a fraction, the assets of a Tax - Exempt Organization Eligible 457 Plan. If the numerator of which is the number of months in the Valuation Employer adopts the Model Rabbi Trust, the Plan P incorporates by reference the provisions of the Model Rabbi Period, excluding each month in the Valuation Period which Trust as if fully set forth herein. begins prior to the contribution date of the applicable contributions, and the denominator of which is the number of 5.10 PARTICIPANT DIRECTION OF INVESTMENT months in the Valuation Period. The Employer in the Adoption Subject to the terms of the Plan Administrator's adopted Agreement may elect to substitute a weighting period other policy, if any, and also to written consent of the Trustee, if the than months for purposes of this weighted average allocation. Plan has a Trust, a Participant will have the right to direct the investment or re- investment of the assets comprising the (e) Participant- Directed Account method. The Participant's Account. The Plan Administrator will account Employer in the Adoption Agreement must elect to apply the separately for the Participant- Directed Accounts. The Participant- Directed Account method to any Participant- Participant's right to direct investment does not give the Directed Account under the Plan. Under the Participant- Participant any vested interest or secured or preferred Directed Account method: (i) each Participant- Directed position with respect to assets over which he /she has Account is credited and charged with the Earnings such investment responsibility. Account generates; (ii) the Employer's election, if any, in the 5.11 VESTING /SUBSTANTIAL RISK OF FORFEITURE Adoption Agreement of another method for the allocation of The Employer in the Adoption Agreement may elect to apply a Earnings will not apply to any Participant- Directed Account; vesting schedule or to specify any other Substantial Risk of and (iii) the Participant- Directed Account may be valued as Forfeiture applicable to any or all Deferral Contributions. often as daily, but will be valued at least annually, and all assets in the Account are not necessarily valued on the same (A) Forfeiture Allocation. The Employer in the Adoption frequency. An Account which is subject to the Participant- Agreement must elect the method the Plan Administrator will Directed Account method includes an individual brokerage use to allocate any Participant forfeitures, including those account or similar account in title to the Trustee for the benefit related to lost Participants under Section 5.14. The Plan of the Participant. Administrator will allocate a forfeiture in the Plan Year in (C) Allocation of Net Income, Gain or Loss (No Trust). In which the forfeiture occurs or in the next following Plan Year. a Tax - Exempt Eligible 457 Plan that does not maintain a trust 5.12 PRESERVATION OF ELIGIBLE PLAN STATUS the Plan Administrator will allocate net income, gain or loss in The Plan Administrator may elect to sever from this Plan and accordance with this provision. As of each Accounting Date to treat as a separate 457 plan, the Accounts of any (and each other valuation date determined under the Adoption Participants who have Excess Deferrals that the Plan Agreement), the Plan Administrator will adjust Accounts to Administrator has not corrected in accordance with Section reflect net income, gain or loss, if any, since the last 3.10 or in the case of any other Code §457(b) failure that the Accounting Date or Account valuation. The Employer in the Employer may not otherwise correct, and which failure would Adoption Agreement will elect the method for allocating net result in the Plan ceasing to be an Eligible 457 Plan. In such income gain or loss. The Plan Administrator will continue to event, the Plan Administrator will take any necessary or allocate net income, gain and loss to a Participant's Account appropriate action consistent with the Employer's subject to an installment distribution, until the Account is fully maintenance of separate 457 plans and with preservation of distributed. Eligible 457 Plan status of this Plan. © 2016 19 Eligible 457 Plan 5.13 LIMITED LIABILITY The Employer will not be liable (C) Nonexclusivity and Uniformity. The provisions of this to pay plan benefits to a Participant in excess of the value of Section 5.14 are intended to provide permissible but not the Participant's Account as the Plan Administrator exclusive means for the Plan Administrator to administer the determines in accordance with the Plan terms. Neither the Accounts of lost Participants. The Plan Administrator may Employer nor the Plan Administrator will be liable for losses utilize any other reasonable method to locate lost Participants arising from depreciation or shrinkage in the value of any and to administer the Accounts of lost Participants, including investments acquired under this Plan. the default rollover under Section 4.07(C) and such other methods as the Revenue Service or the U.S. Department of 5.14 LOST PARTICIPANTS If the Plan Administrator is Labor ( "DOL ") may in the future specify. The Plan unable to locate any Participant or Beneficiary whose Account Administrator will apply Section 5.14 in a reasonable manner, becomes distributable (a "lost Participant "), the Plan but may in determining a specific course of action as to a Administrator will apply the provisions of this Section 5.14. particular Account, reasonably take into account differing circumstances such as the amount of a lost Participant's (A) Attempt to Locate. The Plan Administrator will attempt Account, the expense in attempting to locate a lost to locate a lost Participant and may use one or more of the Participant, the Plan Administrator's ability to establish and following methods: (1) provide a distribution notice to the lost the expense of establishing a rollover IRA, and other factors. Participant at his or her last known address by certified or The Plan Administrator may charge to the Account of a lost registered mail; (2) use a commercial locator service, the Participant the reasonable expenses incurred under this intemet or other general search method; (3) use the Social Section 5.14 and which are associated with the lost Security Administration or PBGC search program; or (4) use Participant's Account. such other methods as the Plan Administrator believes prudent. 5.15 PLAN CORRECTION The Plan Administrator, in conjunction with the Employer and Trustee as appropriate, (B) Failure to Locate. If a lost Participant remains unlocated may undertake such correction of Plan errors as the Plan for 6 months following the date the Plan Administrator first Administrator deems necessary, including but not limited to attempts to locate the lost Participant using one or more of the correction to maintain the Plan's status as an Eligible 457 methods described in Section 5.14(A), the Plan Administrator Plan. The Plan Administrator under this Section 5.15 also may may forfeit the lost Participant's Account. If the Plan undertake Plan correction in accordance with any correction Administrator forfeits the lost Participant's Account, the program that the Internal Revenue Service makes applicable forfeiture occurs at the end of the above - described 6 -month to 457 plans. period and the Plan Administrator will allocate the forfeiture in accordance with Section 5.11. The Plan Administrator under this Section 5.14(B) will forfeit the entire Account of the lost Participant, including Salary Reduction Contributions. If a lost Participant whose Account was forfeited thereafter at any time but before the Plan has been terminated makes a claim for his or her forfeited Account, the Plan Administrator will restore the forfeited Account to the same dollar amount as the amount forfeited, unadjusted for net income, gains or losses occurring subsequent to the forfeiture. The Plan Administrator will make the restoration in the Plan Year in which the lost Participant makes the claim, first from the amount, if any, of Participant forfeitures the Plan Administrator otherwise would allocate for the Plan Year, then from the amount, if any, of Trust net income or gain for the Plan Year and last from the amount or additional amount the Employer contributes to the Plan for the Plan Year. The Plan Administrator will distribute the restored Account to the lost Participant not later than 60 days after the close of the Plan Year in which the Plan Administrator restores the forfeited Account. © 2016 20 Eligible 457 Plan ARTICLE VI PARTICIPANT ADMINISTRATIVE PROVISIONS 6.01 BENEFICIARY DESIGNATION A Participant from he /she becomes an Employee, effective for the month in time to time may designate, in writing, any person(s) which he /she becomes an Employee. (including a trust or other entity), contingently or successively, to whom the Plan Administrator or Trustee will pay the (C) Sick, Vacation and Back Pay. If the Employer in the Participant's Account (including any life insurance proceeds Adoption Agreement permits Participants to make Salary payable to the Participant's Account) in the event of death. A Reduction Contributions from accumulated sick pay, from Participant also may designate the method of payment of his accumulated vacation pay or from back pay, a Participant who or her Account. The Plan Administrator will prescribe the form will incur a Severance from Employment may execute a for the Participant's written designation of Beneficiary and, Salary Reduction Agreement before such amounts are paid or upon the Participant's filing the form with the Plan made available provided: (i) such amounts are paid or made Administrator, the form revokes all designations filed prior to available before the Participant incurs the Severance; and (ii) that date by the same Participant. A divorce decree, or a the Participant is an Employee in that month. decree of legal separation, revokes the Participant's designation, if any, of his or her spouse as his or her (D) Modification of Salary Reduction Agreement. A Beneficiary under the Plan unless the decree or a QDRO Participant's Salary Reduction Agreement remains in effect provides otherwise. The foregoing revocation provision (if until a Participant modifies it or ceases to be eligible to applicable) applies only with respect to a Participant whose participate in the Plan. A Participant may modify his or her divorce or legal separation becomes effective on or following Salary Reduction Agreement by executing a new Salary the date the Employer executes the Adoption Agreement, Reduction Agreement. Any modification will become effective unless the Employer in the Adoption Agreement specifies a no earlier than the beginning of the calendar month different effective date. commencing after the date the Participant executes the new Salary Reduction Agreement. Filing a new Salary Reduction 6.02 NO BENEFICIARY DESIGNATION If a Participant Agreement will revoke all Salary Reduction Agreements filed fails to name a Beneficiary in accordance with Section 6.01, prior to that date. The Employer or Plan Administrator may or if the Beneficiary named by a Participant predeceases the restrict the Participant's right to modify his or her Salary Participant, then the Plan Administrator will pay the Reduction Agreement in any Taxable Year. Participant's remaining Account in accordance with Article IV in the following order of priority, to: 6.04 PERSONAL DATA TO PLAN ADMINISTRATOR Each Participant and each Beneficiary of a deceased (a) The Participant's surviving spouse; or Participant must furnish to the Plan Administrator such evidence, data or information as the Plan Administrator (b) The Participant's children (including adopted considers necessary or desirable for the purpose of children), in equal shares by right of representation (one administering the Plan. The provisions of this Plan are share for each surviving child and one share for each child effective for the benefit of each Participant upon the condition who predeceases the Participant with living descendants); precedent that each Participant will furnish promptly full, true and if none to and complete evidence, data and information when requested by the Plan Administrator, provided the Plan Administrator (c) The Participant's estate. advises each Participant of the effect of his or her failure to If the Beneficiary survives the Participant, but dies prior comply with its request. to distribution of the Participant's entire Account, the Trustee 6.05 ADDRESS FOR NOTIFICATION Each Participant will pay the remaining Account to the Beneficiary's estate and each Beneficiary of a deceased Participant must file with unless: (1) the Participant's Beneficiary designation provides the Plan Administrator from time to time, in writing, his or her otherwise; or (2) the Beneficiary has properly designated a address and any change of address. Any communication, beneficiary. A Beneficiary only may designate a beneficiary statement or notice addressed to a Participant, or Beneficiary, for the Participant's Account Balance remaining at the at his or her last address filed with the Plan Administrator, or Beneficiary's death, if the Participant has not previously as shown on the records of the Employer, binds the designated a successive contingent beneficiary and the Participant, or Beneficiary, for all purposes of this Plan. Beneficiary's designation otherwise complies with the Plan terms. The Plan Administrator will direct a Trustee if 6.06 PARTICIPANT OR BENEFICIARY applicable as to the method and to whom the Trustee will INCAPACITATED If, in the opinion of the Plan Administrator make payment under this Section 6.02. or of the Trustee, a Participant or Beneficiary entitled to a Plan distribution is not able to care for his or her affairs 6.03 SALARY REDUCTION AGREEMENT because of a mental condition, a physical condition, or by reason of age, the Plan Administrator or at the direction of the (A) General. A Participant must elect to make Salary Plan Administrator, the Trustee, may make the distribution to Reduction Contributions on a Salary Reduction Agreement the Participant's or Beneficiary's guardian, conservator, form the Plan Administrator provides for this purpose. The trustee, custodian (including under a Uniform Transfers or Salary Reduction Agreement must be consistent with the Gifts to Minors Act) or to his or her attorney -in -fact or to other Employer's Adoption Agreement elections and the Plan legal representative upon furnishing evidence of such status Administrator in a Salary Reduction Agreement may impose satisfactory to the Plan Administrator and to the Trustee. The such other terms and limitations as the Plan Administrator Plan Administrator and the Trustee do not have any liability may determine. with respect to payments so made and neither the Plan Administrator nor the Trustee has any duty to make inquiry as (B) Election Timing. A Participant's Salary Reduction to the competence of any person entitled to receive payments Agreement may not take effect earlier than the first day of the under the Plan. calendar month following the date the Participant executes the Salary Reduction Agreement and as to Compensation paid or made available in such calendar month. However, if an Employee is eligible to become a Participant during the Employee's calendar month of hire, the Employee may execute a Salary Reduction Agreement on or before the date © 2016 21 Eligible 457 Plan ARTICLE VII MISCELLANEOUS 7.01 NO ASSIGNMENT OR ALIENATION A Participant 7.05 EMPLOYMENT NOT GUARANTEED Nothing or Beneficiary does not have the right to commute, sell, contained in this Plan, or any modification or amendment to assign, pledge, transfer or otherwise convey or encumber the the Plan, or in the creation of any Account, or the payment of right to receive any payments under the Plan or Trust and the any benefit, gives any Employee, Participant or Beneficiary Plan Administrator and the Trustee will not recognize any any right to continue employment, any legal or equitable right such anticipation, assignment, or alienation. The payments against the Employer, the Plan Administrator, the Trustee, and the rights under this Plan are nonassignable and any other Employee of the Employer, or any agents thereof nontransferable. Furthermore, a Participant's or Beneficiary's except as expressly provided by the Plan. interest in the Trust is not subject to attachment, garnishment, levy, execution or other legal or equitable process. 7.06 NOTICE, DESIGNATION, ELECTION, CONSENT AND WAIVER All notices under the Plan and all Participant 7.02 EFFECT ON OTHER PLANS This Plan does not or Beneficiary designations, elections, consents or waivers affect benefits under any other retirement, pension, or benefit must be in writing and made in a form the Plan Administrator plan or system established for the benefit of the Employer's specifies or otherwise approves. To the extent permitted by Employees, and participation under this Plan does not affect Treasury regulations or other applicable guidance, any Plan benefits receivable under any such plan or system, except to notice, election, consent or waiver may be transmitted the extent provided in such plan or system. electronically. Any person entitled to notice under the Plan may waive the notice or shorten the notice period except as 7.03 WORD USAGE Words used in the masculine will otherwise required by the Code. apply to the feminine where applicable, and wherever the context of the Plan dictates, the plural will be read as the singular and the singular as the plural. 7.04 STATE LAW The laws of the state of the Employer's principal place of business will determine all questions arising with respect to the provisions of this Plan, except to the extent Federal law supersedes State law. © 2016 22 Eligible 457 Plan ARTICLE VIII TRUST PROVISIONS — GOVERNMENTAL ELIGIBLE 457 PLAN 8.01 GOVERNMENTAL ELIGIBLE 457 PLAN The (e) To credit and distribute the Trust as directed by the provisions of this Article VIII apply to a Governmental Eligible Plan Administrator of the Plan. The Trustee will not be obliged 457 Plan and do not apply to a Tax - Exempt Organization to inquire as to whether any payee or distributee is entitled to Eligible 457 Plan. The Employer in the Adoption Agreement any payment or whether the distribution is proper or within the may elect to substitute another trust (attached to this Plan as terms of the Plan, or as to the manner of making any payment "Appendix A ") or to modify any provision of Article VIII, or distribution. The Trustee will be accountable only to the consistent with Code §457(g) and applicable Treasury Plan Administrator for any payment or distribution made by it regulations. in good faith on the order or direction of the Plan Administrator; 8.02 ACCEPTANCE/HOLDING . The Trustee accepts the Trust created under the Plan and agrees to perform the duties (f) To borrow money, to assume indebtedness, extend and obligations imposed. The Trustee must hold in trust under mortgages and encumber by mortgage or pledge; this Article VIII, all Deferred Compensation until paid in accordance with the Plan terms. (g) To compromise, contest, arbitrate or abandon claims and demands, in the Trustee's discretion; 8.03 RECEIPT OF CONTRIBUTIONS The Trustee is accountable to the Employer for the funds contributed to it by (h) To have with respect to the Trust all of the rights of the Employer or the Plan Administrator, but the Trustee does an individual owner, including the power to exercise any and not have any duty to see that the contributions received all voting rights associated with Trust assets, to give proxies, comply with the provisions of the Plan. to participate in any voting trusts, mergers, consolidations or liquidations, to tender shares and to exercise or sell stock 8.04 FULL INVESTMENT POWERS The Trustee has full subscriptions or conversion rights; discretion and authority with regard to the investment of the Trust, except with respect to a Trust asset under Participant (i) To lease for oil, gas and other mineral purposes and direction of investment, in accordance with Section 8.12. The to create mineral severances by grant or reservation; to pool Trustee is authorized and empowered, but not by way of or unitize interest in oil, gas and other minerals; and to enter limitation, to exercise and perform the following powers, rights into operating agreements and to execute division and and duties: transfer orders; (a) To invest any part or all of the Trust in any common Q) To hold any securities or other property in the name or preferred stocks, open -end or closed -end mutual funds, put of the Trustee or its nominee, with depositories or agent and call options traded on a national exchange, United States depositories or in another form as it may deem best, with or retirement plan bonds, corporate bonds, debentures, without disclosing the trust relationship; convertible debentures, commercial paper, U. S. Treasury bills, U. S. Treasury notes and other direct or indirect (k) To perform any and all other acts in its judgment obligations of the United States Government or its agencies, necessary or appropriate for the proper and advantageous improved or unimproved real estate situated in the United management, investment and distribution of the Trust; States, limited partnerships, insurance contracts of any type, mortgages, notes or other property of any kind, real or (1) To retain any funds or property subject to any personal, and to buy or sell options on common stock on a dispute without liability for the payment of interest, and to nationally recognized options exchange with or without decline to make payment or delivery of the funds or property holding the underlying common stock, as a prudent person until a court of competent jurisdiction makes a final would do under like circumstances. Any investment made or adjudication; retained by the Trustee in good faith will be proper but must be of a kind constituting a diversification considered by law (m) To file all tax returns required of the Trustee; suitable for trust investments; (n) To furnish to the Employer and the Plan (b) To retain in cash so much of the Trust as it may Administrator an annual statement of account showing the deem advisable to satisfy liquidity needs of the Plan and to condition of the Trust and all investments, receipts, deposit any cash held in the Trust in a bank account at disbursements and other transactions effected by the Trustee reasonable interest; during the Plan Year covered by the statement and also stating the assets of the Trust held at the end of the Plan (c) To invest, if the Trustee is a bank or similar financial Year, which accounts will be conclusive on all persons, institution supervised by the United States or by a State, in including the Employer and the Plan Administrator, except as any type of deposit of the Trustee (or a bank related to the to any act or transaction concerning which the Employer or Trustee within the meaning of Code §414(b)) at a reasonable the Plan Administrator files with the Trustee written rate of interest or in a common trust fund as described in exceptions or objections within 90 days after the receipt of the Code §584, or in a collective investment fund, the provisions accounts; and of which the Trust incorporates by this reference, which the Trustee (or its affiliate, as defined in Code §1504) maintains (o) To begin, maintain or defend any litigation exclusively for the collective investment of money contributed necessary in connection with the administration of the Trust, by the bank (or its affiliate) in its capacity as Trustee and except that the Trustee will not be obliged or required to do so which conforms to the rules of the Comptroller of the unless indemnified to its satisfaction. Currency; (A) Nondiscretionary Trustee. The Employer in the (d) To manage, sell, contract to sell, grant options to Adoption Agreement may elect to appoint a Nondiscretionary purchase, convey, exchange, transfer, abandon, improve, Trustee, subject to this Section 8.04(A). The Nondiscretionary repair, insure, lease for any term even though commencing in Trustee does not have any discretion or authority with regard the future or extending beyond the term of the Trust, and to the investment of the Trust, but must act solely as a otherwise deal with all property, real or personal, in such directed Trustee hereunder. The Nondiscretionary Trustee is manner, for such considerations and on such terms and authorized and empowered to exercise and perform the conditions as the Trustee decides; above Section 8.04 powers, rights and duties provided that the Trustee shall act solely as a directed Trustee and only in © 2016 Y3 Eligible 457 Plan accordance with the written direction 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 if the successor Trustee were the original Trustee. Nondiscretionary Trustee is not liable for making, retaining or Neither the Trustee nor the successor Trustee need provide disposing of any investment or for taking or failing to take any notice to any interested person of any transaction resulting in other action, in accordance with proper Employer, Plan a successor Trustee. The successor Trustee need not file or Administrator or Participant direction. execute any additional instrument or perform any additional act to become successor Trustee. 8.05 RECORDS AND STATEMENTS The records of the Trustee pertaining to the 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 by any person or value of the Trust assets. The Trustee will value the Trust on persons as the Employer or Plan Administrator may specify in such other date(s) the Plan Administrator may direct. writing. The Trustee will furnish the Plan Administrator whatever information relating to the Trust the Plan 8.12 PARTICIPANT DIRECTION OF INVESTMENT Administrator considers necessary. Consistent with the Plan Administrator's policy adopted under Section 5.02(1), the Trustee may consent in writing to permit 8.06 FEES AND EXPENSES FROM FUND The Trustee Participants in the Plan to direct the investment to the Trust will receive reasonable annual compensation in accordance assets. The Plan Administrator will advise the Trustee of the with its fee schedule as published from time to time. The portion of the Trust credited to each Participant's 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 administration of the Trust, condition of Participant direction, the Trustee may impose unless the Employer pays the fees and expenses. such conditions, limitations 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 the Plan employ and pay from the Trust reasonable compensation to Administrator the net income, gain or losses incurred by each agents, attorneys, accountants and other persons to advise Participant - Directed Account separately from the net income, the Trustee as in its opinion may be necessary. The Trustee gain or losses incurred by the general Trust during the Trust may delegate to any agent, attorney, accountant or other Year. person selected by it any non- Trustee power or duty vested in it by the Trust, and the Trustee may act or refrain from acting 8.13 THIRD PARTY RELIANCE No person dealing with on the advice or opinion of any agent, attorney, accountant or the Trustee will be obliged to see to the proper application of other person so selected. any money paid or property delivered to the Trustee, or to inquire whether the Trustee has acted pursuant to any of the 8.08 DISTRIBUTION OF CASH OR PROPERTY The terms of the Trust. Each person dealing with the Trustee may Trustee may make distribution under the Plan in cash or act upon any notice, request or representation in writing by property, or partly in each, at its fair market value as the Trustee, or by the Trustee's duly authorized agent, and determined by the Trustee. will not be liable 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 or the the Trust will be conclusive in favor of any person relying on Custodian may resign its position by giving written notice to the certificate. the Employer and to the Plan Administrator. The Trustee's notice must specify the effective date of the Trustee's 8.14 INVALIDITY OF ANY TRUST PROVISION If any resignation, which date must be at least 30 days following the clause or provision of this Article VIII proves to be or is date of the Trustee's notice, unless the Employer consents in adjudged to be invalid or void for any reason, such void or writing to shorter notice. invalid clause or provision will not affect any of the other provisions of this Article VIII and the balance of the Trust The Employer may remove a Trustee or a Custodian by provisions will remain operative. giving written notice to the affected party. The Employer's notice must specify the effective 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 the Employer's assets of the Trust for the exclusive benefit of the Participants notice, except where the Employer reasonably determines a and their Beneficiaries and neither the Employer nor the shorter notice period or immediate removal is necessary to Trustee will use or divert any part of the corpus or income of protect Plan assets. the Trust for purposes other than the exclusive benefit of the Participants and Beneficiaries of the Plan. The Employer will 8.10 SUCCESSOR TRUSTEE not have any right to the assets held by the Trustee and the Trust assets will not be subject to the claims of the Employer's (A) Appointment. In the event of the resignation or the creditors or, except as provided in Section 4.06, of the removal of a Trustee, where no other Trustee continues to creditors of any Participant or Beneficiary. No Participant or service, the Employer must appoint a successor Trustee if it Beneficiary shall have any right to sell, assign, transfer or intends to continue the Plan. If two or more persons hold the otherwise convey his or her Account or any interest in his or position of Trustee, in the event of the removal of one such her Deferred Compensation. Notwithstanding the foregoing, person, during any period the selection of a replacement is the Plan Administrator may pay from a Participant's or pending, or during any period such person is unable to serve Beneficiary's Account the amount the Plan Administrator finds for any reason, the remaining person or persons will act as is lawfully demanded under a levy issued by the Internal the Trustee. If the Employer fails to appoint a successor Revenue Service with respect to that Participant or Trustee as of the effective date of the Trustee resignation or Beneficiary or is sought to be collected by the United States removal and no other Trustee remains, the Trustee will treat Government under a judgment resulting from an unpaid tax the Employer as having appointed itself as Trustee and as assessment against the Participant or Beneficiary. The Trust having filed the Employer's acceptance of appointment as created under the Employer's Plan is irrevocable and its successor Trustee with the former Trustee. assets will not inure to the benefit of the Employer. (B) Automatic Successor. Any corporation which succeeds 8.16 SUBSTITUTION OF CUSTODIAL ACCOUNT OR to the trust business of the Trustee, or results 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 custodial accounts the transferee of substantially all the Trustee's assets, will be or annuity contracts in lieu of or in addition to the Trust the successor to the Trustee under this Trust. The successor established in this Article VIII. Any such custodial account or © 2016 24 Eligible 457 Plan annuity contract must satisfy the requirements of Code Code §401(a), individual retirement accounts that are exempt §457(g)(3) and applicable Treasury regulations. under Code §408(e), and eligible governmental plans that meets the requirements of Code §457(b). For this purpose, a 8.17 GROUP TRUST AUTHORITY Notwithstanding any trust includes a custodial account that is treated as a trust contrary provision in this Plan, the Trustee may, unless under Code §401(1) or under Code §457(g)(3). For purposes restricted in writing by the Plan Administrator, transfer assets of valuation, the value of the interest maintained by the Plan of the Plan to a group trust that is operated or maintained in such group trust shall be the fair market value of the portion exclusively for the commingling and collective investment of of the group trust held for Plan, determined in accordance monies provided that the funds in the group trust consist with generally recognized valuation procedures. exclusively of trust assets held under plans qualified under © 2016 25 I Eligible 457 Plan ARTICLE IX AMENDMENT, TERMINATION, TRANSFERS 9.01 AMENDMENT BY EMPLOYER/SPONSOR The otherwise incurring a distributable event under Article IV, may Employer has the right at any time and from time to time: direct the Trustee to transfer all or a portion of his or her Account to a governmental defined benefit plan (under Code (a) To amend this Plan and Trust Agreement and the §414(d)) for: (a) the purchase of permissive service credit Adoption Agreement in any manner it deems necessary or (under Code §415(n)(3)(A)) under such plan, or (b) the advisable in order to continue the status of this Plan as an repayment of contributions and earnings previously refunded Eligible 457 Plan; and with respect to a forfeiture of service credited under the plan (or under another governmental plan within the same State) to (b) To amend this Plan and Trust Agreement and the which Code §415 does not apply by reason of Code Adoption Agreement in any other manner, including deletion, §415(k)(3). substitution or modification of any Plan, Trust or Adoption Agreement provision. The Employer must make all amendments in writing. The Employer may amend the Plan by an Adoption Agreement election, by addenda, by separate amendment, or by restatement of the Adoption Agreement or Plan. Each amendment must state the date to which it is either retroactively or prospectively effective. The Employer also may not make any amendment that affects the rights, duties or responsibilities of the Trustee or the Plan Administrator without the written consent of the affected Trustee or the Plan Administrator. 9.02 TERMINATION /FREEZING OF PLAN The Employer has the right, at any time, to terminate this Plan or to cease (freeze) further Deferral Contributions to the Plan. Upon termination or freezing of the Plan, the provisions of the Plan (other than provisions permitting continued Deferral Contributions) remain operative until distribution of all Accounts. Upon Plan termination, the Plan Administrator or Trustee shall distribute to Participants and Beneficiaries all Deferred Compensation as soon as is reasonably practicable P YP following termination. 9.03 TRANSFERS The Employer may enter into a Transfer agreement with another employer under which this Plan: (a) may accept a Transfer of a Participant's Account in the other employer's Eligible 457 Plan; or (b) may Transfer a Participant's (or Beneficiary's) Account in this Plan to the other employer's Eligible 457 Plan. The plan sponsors of the plans involved in the Transfer both must be States or both must be Tax - Exempt Organizations and the plans must provide for Transfers. The Participant or Beneficiary, after the Transfer will have Deferred Compensation in the recipient plan at least equal to his or her Deferred Compensation in the transferring plan immediately before the Transfer. Any Transfer also must comply with applicable Treasury regulations, and in particular Treas. Reg. § §1.457- 10(b)(2) as to post- severance transfers between Governmental Eligible 457 Plans; 1.457- 10(b)(3) as to transfers of all assets between Governmental Eligible 457 Plans; 1.457- 10(b)(4) as to transfers between Governmental Eligible 457 Plans of the same Employer; and 1.457- 10(b)(5) as to post- severance transfers between Tax - Exempt Organization Eligible 457 Plans. The Plan Administrator will credit any Transfer accepted under this Section 9.03 to the Participant's Account and will treat the transferred amount as a Deferral Contribution for all purposes of this Plan except the Plan Administrator, will not treat such Transfer as a Deferral Contribution subject to the limitations of Article III. In addition, in the case of a Transfer between Tax - Exempt Organization Eligible Plans, the recipient plans shall apply a Participant's distribution elections made under the transferor plan in accordance with Treas. Reg. §1.457- 10(b)(6)(ii). The Plan's Transfer of any Participant's or Beneficiary's Account under this Section 9.03 completely discharges the Employer, the Plan Administrator, the Trustee and the Plan from any liability to the Participant or Beneficiary for any Plan benefits. 9.04 PURCHASE OF PERMISSIVE SERVICE CREDIT A Participant in a Governmental Eligible 457 Plan, prior to © 2016 26 Eligible 457 Plan ADOPTION AGREEMENT FOR ELIGIBLE GOVERNMENTAL 457 PLAN The undersigned Employer, by executing this Adoption Agreement, establishes an Eligible 457 Plan ( "Plan "). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Plan provisions. This Adoption Agreement, the basic plan document and any attached Appendices, amendments, or agreements permitted or referenced therein, constitute the Employer's entire plan document. All "Election" references within this Adoption Agreement or the basic plan document are Adoption Agreement Elections. All 'Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer may lengthen any space or line, or create additional tiers. When Employer - supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer - supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document. 1. EMPLOYER (1.11). Name: Village of Tequesta Address: 345 Tequesta Drive Street Tequesta Florida 33469 City State Zip Telephone: (561) 768 -0415 Taxpayer Identification Number (TIN): 59- 6044081 2. PLAN NAME Name: Village of Tequesta Deferred Compensation Plan 3. PLAN YEAR (1.25). Plan Year means the 12 consecutive month period (except for a short Plan Year) ending every (Choose one of a. or b. and choose c. if applicable): [Note: Complete any applicable blanks under Election c. with a specific date, e.g., June 30" OR 'the last day of February" OR "the first Tuesday in January. " In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2013. a. [X] December 31. b. [ ] Plan Year: ending: C. [ ] Short Plan Year: commencing: and ending: 4. EFFECTIVE DATE (1.08). The Employer's adoption of the Plan is a (Choose one of a. orb. Complete c. if new plan OR complete c. and d. if an amendment and restatement. Choose e. if applicable): a. [ ] New Plan. b. [X] Restated Plan. The Plan is a substitution and amendment of an existing 457 plan. Initial Effective Date of Plan C. [X] April 8, 1986 (enter month day, year, hereinafter called the 'Effective Date" unless 4d is entered below) Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement.) d. [X] December 1, 2016 (enter month day, year) Special Effective Dates: (optional) e. [ ] Describe: 5. CONTRIBUTION TYPES (If this is a frozen Plan (i.e., all contributions have ceased), choose a. only): Frozen Plan a. [ ] Contributions cease. All Contributions have ceased or will cease (Plan is frozen). 1. Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.] ©2016 1 98781 -01 (effective December 1, 2016) Eligible 457 Plan Contributions. The Employer and /or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan (Choose one or more of b. through d. if applicable): b. [X] Pre -Tax Elective Deferrals. The dollar or percentage amount by which each Participant has elected to reduce his /her Compensation, as provided in the Participant's Salary Reduction Agreement (Choose one or more as applicable.): And will Matching Contributions be made with respect to Elective Deferrals? 1. [ ] Yes. See Question 16. 2. [X] No. And will Roth Elective Deferrals be made? 3. [X] Yes. [Note: The Employer may not limit Deferrals to Roth Deferrals only.] 4. [ ] No. C. [ ] Nonelective Contributions. See Question 17. d. [X] Rollover Contributions. See Question 30. 6. EXCLUDED EMPLOYEE (1.10). The following Employees are Excluded Employees and are not eligible to participate in the Plan (Choose one of a. or b.): a. [X] No exclusions. All Employees are eligible to participate. b. [ ] Exclusions. The following Employees are Excluded Employees (Choose one or more of 1. through 4.): Part-time Employees. The Plan defines part-time Employees as Employees who normally work less than hours per week. 2. [ ] Hourly -paid Employees. 3. [ ] Leased Employees. The Plan excludes Leased Employees. 4. [ ] Specify: 7. INDEPENDENT CONTRACTOR (1.16). The Plan (Choose one of a., b. or c.): a. [X] Participate. Permits Independent Contractors to participate in the Plan. b. [ ] Not Participate. Does not permit Independent Contractors to participate in the Plan. C. [ ] Specified Independent Contractors. Permits the following specified Independent Contractors to participate: [Note: If the Employer elects to permit any or all Independent Contractors to participate in the Plan, the term Employee as used in the Plan includes such participating Independent Contractors.] 8. COMPENSATION (1.05). Subject to the following elections, Compensation for purposes of allocation of Deferral Contributions means: Base Definition (Choose one of a., b. or c.): a. [ ] Wages, tips and other compensation on Form W -2. b. [ ] Code §3401(a) wages (wages for withholding purposes). C. [X] 415 safe harbor compensation. [Note: The Plan provides that the base definition of Compensation includes amounts that are not included in income due to Code § §401(k), 125,132(1)(4), 403(b), SEP, 414(h)(2), & 457. Compensation for an Independent Contractor means the amounts the Employer pays to the Independent Contractor for services, except as the Employer otherwise specifies below.] Modifications to Compensation definition. The Employer elects to modify the Compensation definition as follows (Choose one of d. or e.): d. [X] No modifications. The Plan makes no modifications to the definition. e. [ ] Modifications (Choose one or more of 1. through 5.): 1. [ ] Fringe benefits. The Plan excludes all reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits. 2. [ ] Elective Contributions. [1.05(E)] The Plan excludes a Participant's Elective Contributions. 3. [ ] Bonuses. The Plan excludes bonuses. 4. [ ] Overtime. The Plan excludes overtime. 5. [ ] Specify: 98781 -01 (effective December 1, 2016) © 2016 2 Eligible 457 Plan Compensation taken into account. For the Plan Year in which an Employee first becomes a Participant, the Plan Administrator will determine the allocation of matching and nonelective contributions by taking into account (Choose one of f. or g.): f. [X] Plan Year. The Employee's Compensation for the entire Plan Year. g. [ ] Compensation while a Participant. The Employee's Compensation only for the portion of the Plan Year in which the Employee actually is a 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 of a. or b.): a. [ ] None. The Plan does not take into account Post - Severance Compensation as to any Contribution Type except as required under the basic plan document. b. [X] Adjustments. The following Compensation adjustments apply (Choose one or more): 1. [X] Regular Pay. Post - Severance Compensation will include Regular Pay and it will apply to all Contribution Types. 2. [ ] Leave - Cashouts. Post - Severance Compensation will include Leave Cashouts and it will apply to all Contribution Types. 3. [ ] Nonqualified Deferred Compensation. Post - Severance Compensation will include Deferred Compensation and it will apply to all Contribution Types. 4. [ ] Salary Continuation for Disabled Participants. Post - Severance Compensation will include Salary Continuation for Disabled Participants and it will apply to all Contribution Types. 5. [ ] Differential Wage Payments. Post - Severance Compensation will include Differential Wage Payments (military continuation payments) and it will apply to all Contribution Types. 6. [ ] Describe alternative Post - Severance Compensation definition, limit by Contribution Type, or limit by Participant group: 10. NORMAL RETIREMENT AGE (1.20). A Participant attains Normal Retirement Age under the Plan (Choose one of a. orb.): a. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 112. The age may not be less than age 65, or, if earlier, the age at which a Participant may retire and receive benefits under the Employer's pension plan, if any.] b. [X] Participant designation. [Plan Section 3.05(6) and (13)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age 62 and may not be later than age 701/2 .[Note: The age may not exceed age 70 112.] Special Provisions for Police or Fire Department Employees (Choose c. and/or d. as applicable): C. [X] Police department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 112 and may not be less than age 40.] 2. [X] Participant designation. [Plan Section 3.05(B) and (13)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age 40 (no earlier than age 40) and may not be later than age 701/2 .[Note: The age may not exceed age 70 112.] d. [X] Fire department employees. [Plan Section 3.05(B)(3)] (Choose 1. or 2.): 1. [ ] Plan designation. [Plan Section 3.05(B)] When the Participant attains age . [Note: The age may not exceed age 70 112 and may not be less than age 40.] 2. [X] Participant designation. [Plan Section 3.05(B) and (13)(1)] When the Participant attains the age the Participant designates, which may not be earlier than age 40 (no earlier than age 40) and may not be later than age 70 1/2 . [Note: The age may not exceed age 70 112.] 11. ELIGIBILITY CONDITIONS (2.01). (Choose one of a. orb.): a. [X] No eligibility conditions. The Employee is eligible to participate in the Plan as of his /her first day of employment with the employer. b. [ ] Eligibility conditions. To become a Participant in the Plan, an Eligible Employee must satisfy the following eligibility conditions (Choose one or more of 1., 2. or 3.): 1. [ ] Age. Attainment of age 2. [ ] Service. Service requirement (Choose one of a. or b.): a. [ ] Year of Service. One year of Continuous Service. b. [ ] Months of Service. month(s) of Continuous Service. 3. [ ] Specify: 98781 -01 (effective December 1, 2016) © 2016 3 Eligible 457 Plan 12. PLAN ENTRY DATE (1.24). "Plan Entry Date" means the Effective Date and (Choose one of a. through d.): a. [ ] Monthly. The first day of the month coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. b. [ ] Annual. The first day of the Plan Year coinciding with or next following the Employee's satisfaction of the Plan's eligibility conditions. C. [X] Date of hire. The Employee's employment commencement date with the Employer. d. [ ] Specify: 13. SALARY REDUCTION CONTRIBUTIONS (1.30). A Participant's Salary Reduction Contributions under Election 5b. are subject to the following limitation(s) in addition to those imposed by the Code (Choose one of a. or b.): a. ( ] No limitations. b. [X] Limitations. (Choose one or more of 1., 2 or 3.): 1. [X] Maximum deferral amount. A Participant's Salary Reductions may not exceed: 100% (specify dollar amount or percentage of Compensation). 2. [ ] Minimum deferral amount. A Participant's Salary Reductions may not be less than: (specify dollar amount or percentage of Compensation). 3. [ ] Specify: [Note: Any limitation the Employer elects in b.1. through b.3. will apply on a payroll basis unless the Employer otherwise specifies in b.3.] Special NRA Catch -Up Contributions (3.05). The Plan (Choose one of c. or d.): C. [X] Permits. Participants may make NRA catch -up contributions. AND, Special NRA Catch -Up Contributions (Choose one of 1. or 2.): 1. [ ] will be taken into account in applying any matching contribution under the Plan. 2. [X] will not be taken into account in applying any matching contribution under the Plan. i d. [ ] Does not permit. Participants may not make NRA catch -up contributions. Age 50 Catch -Up Contributions (3.06). The Plan (Choose one of e. or f.): e. [X] Permits. Participants may make age 50 catch -up contributions. f. Does not permit. Participants may not make age 50 catch-up I l P P Y 9 P contributions. 14. SICK, VACATION AND BACK PAY (3.02(A)). The Plan (Choose one of a. orb.): a. [X] Permits. Participants may make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay. b. [ ] Does Not Permit. Participants may not make Salary Reduction Contributions from accumulated sick pay, from accumulated vacation pay or from back pay. 15. AUTOMATIC ENROLLMENT (3.02(8)). Does the Plan provide for automatic enrollment (Choose one of the following) [Note: if Eligible Automatic Contribution Arrangement (EACA), select 15c and complete Questions 31 & 32]. a. [X] Does not apply. Does not apply the Plan's automatic enrollment provisions. b. [ ] Applies. Applies the Plan's automatic enrollment provisions. The Employer as a Pre -Tax Elective Deferral will withhold from each Participant's Compensation unless the Participant elects a different percentage (including zero) under his /her Salary Reduction Agreement. The automatic election will apply to (Choose one of 1. through 3.): 1. [ ] All Participants. All Participants who as of are not making Pre -Tax Elective Deferrals at least equal to the automatic amount. 2. [ ] New Participants. Each Employee whose Plan Entry Date is on or following: 3. [ ] Describe Application of Automatic Deferrals: C. [ ] EACA. The Plan will provide an Eligible Automatic Contribution Arrangement (EACA). Complete Questions 31 & 32. 16. MATCHING CONTRIBUTIONS (3.03). The Employer Matching Contributions is (Choose one or more of a. through d.): a. [ ] Fixed formula. An amount equal to of each Participant's Salary Reduction Contributions. b. [ ] Discretionary formula. An amount (or additional amount) equal to a matching percentage the Employer from time to time may deem advisable of each Participant's Salary Reduction Contributions. 98781 -01 (effective December 1, 2016) © 2016 4 Eligible 457 Plan C. [ ] Tiered formula. The Employer will make matching contributions equal to a uniform percentage of each tier of each Participant's Salary Reduction Contributions, 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 contributions that equals the specified percentage of the Participant's Compensation (add additional tiers if necessary): Tiers of Contributions Matching Percentage (indicate $ or %) First % Next % Next % l Next % d. [ ] Specify: Time Period for Matching Contributions. The Employer will determine its Matching Contribution based on Salary Reduction Contributions made during each (Choose one of e. through h.): e. [ ] Plan Year. f. [ ] Plan Year quarter. g. [ ] Payroll period. h. [ ] Specify: Salary Reduction Contributions Taken into Account. In determining a Participant's Salary Reduction Contributions taken into account for the above - specified time period under the Matching Contribution formula, the following limitations apply (Choose one of L through l.): i. [ ] All Salary Reduction Contributions. The Plan Administrator will take into account all Salary Reduction Contributions. Specific limitation. The Plan Administrator will disregard Salary Reduction Contributions exceeding % of the Participant's Compensation. k. [ ] Discretionary. The Plan Administrator will take into account the Salary Reduction Contributions as a percentage of the Participant's Compensation as the Employer determines. I. [ ] Specify: Allocation Conditions. To receive an allocation of Matching Contributions, a Participant must satisfy the following allocation condition(s) (Choose one of m. or n.): m. [ ] No allocation conditions. n. [ ] Conditions. The following allocation conditions apply to Matching Contributions (Choose one or more of 1. through 4.): 1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment 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. or 2. does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death, disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 17. NONELECTIVE CONTRIBUTIONS (1.19). The Nonelective Contributions under Election 5c. are made as follows: (Choose one): a. [ ] Discretionary - Pro -Rata. An amount the Employer in its sole discretion may determine. b. [ ] Fixed -Pro Rata. % of Compensation. 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 condition(s) (Choose one of d. or e.): d. [ ] No allocation conditions. ©2016 5 98781 -01 (effective December 1, 2016) Eligible 457 Plan e. [ ] Conditions. The following allocation conditions apply to Nonelective Contributions (Choose one or more of 1. through 4.): 1. [ ] Service condition. The Participant must complete the following number of months of Continuous Service during the Plan Year: 2. [ ] Employment 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. or 2. does not apply if the Participant incurs a Severance from Employment during the Plan Year on account of death, disability or attainment of Normal Retirement Age in the current Plan Year or in a prior Plan Year. 4. [ ] Specify: 18. TIME AND METHOD OF PAYMENT OF ACCOUNT (4.02). The Plan will distribute to a Participant who incurs a Severance from Employment his /her Vested Account as follows: Timing. The Plan, in the absence of a permissible Participant election to commence payment later, will pay the Participant's Account (Choose one of a. through e.): a. [ ] Specified Date. days after the Participant's Severance from Employment. b. [ ] Immediate. As soon as administratively practicable following the Participant's Severance from Employment. C. [ ] Designated Plan Year. As soon as administratively practicable in the Plan Year beginning after the Participant's Severance from Employment. d. [ ] Normal Retirement Age. As soon as administratively practicable after the close of the Plan Year in which the Participant attains Normal Retirement Age. e. [X] Specify: As soon as administratively practicable following the Participant's formal request for the distribution. The Participant may request the distribution at any time following Severance from Employment. Method. The Plan, in the absence of a permissible Participant election, will distribute the Participant's Account under one of the following method(s) of distribution (Choose one or more of f. through j. as applicable): f. [X] Lump sum. A single payment. g. [X] Installments. Multiple payments made as follows: _monthly, quarterly, semi - annually, annually h. [ ] Installments for required minimum distributions only. Annual payments, as necessary under Plan Section 4.03. i. [X] Annuity distribution option(s): Retirement Annuity j. [ ] Specify: Participant Election. [Plan Sections 4.02(A) and (B)] The Plan (Choose one of k., 1. or m.): k. [ ] Permits. Permits a Participant, with Plan Administrator approval of the 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. through j. above). I. [ ] Does not permit. Does not permit a Participant to elect the timing and method of Account distribution. m. [ ] Specify: Mandatory Distributions. Notwithstanding any other distribution election, following Severance from Employment (Choose n. or o.): n. [ ] No Mandatory Distributions. The Plan will not make a Mandatory Distribution. o. [X] Mandatory Distribution. If the Participant's Vested Account is not in excess of $5,000 (unless a different amount selected below) as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment. 1. [X] Mandatory Distribution. If the Participant's Vested Account is not in excess of $ 1,000 as of the date of distribution, the Plan will make a Mandatory Distribution following Severance from Employment. Exclusion of rollovers in determination of $5,000 threshold. In determining the $5,000 threshold (or other dollar threshold above), rollover contributions will be: p. [X] included. q. [ ] excluded. 19. BENEFICIARY DISTRIBUTION ELECTIONS Distributions following a Participant's death will be made as follows (Choose one of a. through d.): a. [ ] Immediate. As soon as practical following the Participant's death. b. [ ] Next Calendar Year. At such time as the Beneficiary may elect, but in any event on or before the last day of the calendar year which next follows the calendar year of the Participant's death. C. [X] As Beneficiary elects. At such time as the Beneficiary may elect, consistent with Section 4.03. 98781 -01 (effective December 1, 2016) © 2016 6 Eligible 457 Plan d. [ ] Describe: [Note: The Employer under Election 19d. may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that permitted under Election 19c., or include special provisions related to certain beneficiaries, (e.g., a surviving spouse). However, any election under Election 19d. must require distribution to commence no later than the Section 4.03 required date.] 20. DISTRIBUTIONS PRIOR TO SEVERANCE FROM EMPLOYMENT (4.05). A Participant prior to Severance from Employment may elect to receive a distribution of his /her Vested Account under the following distribution options (Choose one of a. or b.): a. [ ] None. A Participant may not receive a distribution prior to Severance from Employment. b. [X] Distributions. Prior to Severance from Employment are permitted as follows (Choose one or more of 1. through 4.): 1. [X] Unforeseeable emergency. A Participant may elect a distribution from his /her Account in accordance with Plan Section 4.05(A). 2. [X] De minimis exception. [Plan Section 4.05(B)] If the Participant: (i) has an Account that does not exceed $5,000; (ii) has not made or received an allocation of any Deferral Contributions under the Plan during the two -year period ending on the date of distribution; and (iii) has not received a prior Plan distribution under this de minimis exception, then (Choose one of a., b. or c.): a. [X] Participant election. The Participant may elect to receive all or any portion of his/her Account. b. [ ] Mandatory distribution. The Plan Administrator will distribute the Participant's entire Account. C. [ ] Hybrid. The Plan Administrator will distribute a Participant's Account that does not exceed $ and the Participant may elect to receive all or any portion of his /her Account that exceeds $ but that does not exceed $5,000. 3. [X] Age 70 1/2. A Participant who attains age 70 1/2 prior to Severance from Employment may elect distribution of any or all of his /her Account. 4. [ ] Specify: [Note: An Employer need not permit any in- service distributions. Any election must comply with the distribution restrictions of Code Section 457(d).] 21. QDRO (4.06). The QDRO provisions (Choose one of a., b. or c.): a. [X] Apply. b. [ ] Do not apply. C. [ ] Specify: 22. ALLOCATION OF EARNINGS (5.07(B)). The Plan allocates Earnings using the following method (Choose one or more of a. through f.): a. [X] Daily. See Section 5.07(13)(4)(a). b. [ ] Balance forward. See Section 5.07(13)(4)(b). C. [ ] Balance forward with adjustment. See Section 5.07(13)(4)(c). Allocate pursuant to the balance forward method, except treat as part of the relevant Account at the beginning of the Valuation Period % of the contributions made during the following Valuation Period: d. [ ] Weighted average. See Section 5.07(13)(4)(d). If not a monthly weighting period, the weighting period is _ e. [ ] Directed Account method. See Section 5.07(13)(4)(e). f. [ ] Describe Earnings allocation method: [Note: The Employer under Election 22f. may describe Earnings allocation methods from the elections available under Election 22 and /or a combination thereof as to any. (i) Participant group (e.g., Daily applies to Division A Employees OR to Employees hired after x' date. Balance forward applies to Division B Employees OR to Employees hired on /before x" date.); (ii) Contribution Type (e.g., Daily applies as to Discretionary Nonelective Contribution Accounts. Participant- Directed Account applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., Balance forward applies to investments placed with vendor and Participant- Directed Account applies to investments placed with vendor B OR Daily applies to Participant- Directed Accounts and balance forward applies to pooled Accounts).] 23. HEART ACT PROVISIONS (1.31(C)(3)/3.13). The Employer elects to (Choose one of a. orb. and c. or d.): Continued Benefit Accruals. a. [X] Not apply the benefit accrual provisions of Section 3.13. b. [ ] Apply the benefit accrual provisions of Section 3.13. 98781 -01 (effective December 1, 2016) © 2016 7 Eligible 457 Plan Distributions for deemed severance of employment (1.31(C)(3)) C. [ ] The Plan does NOT permit distributions for deemed severance of employment. d. [X] The Plan permits distributions for deemed severance of employment. 24. VESTING /SUBSTANTIAL RISK OF FORFEITURE (5.11). A Participant's Deferral Contributions are [Note: If Participant incurs a Severance from Employment before the specified events or conditions, the Plan will forfeit the Participant's non - vested Account. Caution: if a Deferral is subject to vesting schedule or other substantial risk of forfeiture, it does not count as a deferral for purposes of the annual deferral limit until the year it is fully vested.] (Choose all that apply of a. through d.): a. [X] 100% Vested /No Risk of Forfeiture. Immediately Vested without regard to additional Service and no Substantial Risk of Forfeiture. The following contributions are 100% Vested: 1. [X] All Contributions. (skip to 25.) 2. [ ] Only the following contributions. (select all that apply): a. [ ] Salary Reduction Contributions. b. [ ] Nonelective Contributions. C. [ ] Matching Contributions. b. [ ] Forfeiture under Vesting Schedule. Vested according to the following: Contributions affected. The following contributions are subject to the vesting schedule (Choose one or more of 1., 2. or 3.): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. 4. [ ] Vesting Schedule. Years of Service Vested Percentage For vesting purposes, a "Year of Service" means: 5. [Note: It is extremely rare to apply a vesting schedule to Salary Reduction Contributions.] C. [ ] Substantial Risk of Forfeiture. Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows: Contributions affected. The following contributions are subject to the substantial risk of forfeiture under c. (Choose one or more of 1., 2. or 3.): 1. [ ] Salary Reduction Contributions. 2. [ ] Nonelective Contributions. 3. [ ] Matching Contributions. Risk Provisions: Vested only when no longer subject to the following Substantial Risk of Forfeiture as follows (Choose one of 4. or 5.): 4. [ ] The Participant must remain employed by the Employer until unless earlier Severance from Employment occurs on account of death or disability, as the Plan Administrator shall establish. 5. [ ] Specify: Additional Provisions (Choose d. if applicable) d. [ ] Specify: FORFEITURE ALLOCATION [Plan Sections 5.11(A) and 5.14] The Plan Administrator will allocate any Plan forfeitures (Choose one of the following): e. [ ] Additional Contributions. As the following contribution type (Choose one of 1. or 2.): 1. [ ] Nonelective. As an additional Nonelective Contribution. 98781 -01 (effective December 1, 2016) © 2016 8 Eligible 457 Plan 2. [ ] Matching. As an additional Matching Contribution. f. [ ] Reduce Fixed Contributions. To reduce the following fixed contribution (Choose one of 1. or 2.): 1. [ ] Nonelective. To reduce the Employer's fixed Nonelective Contribution. 2. [ ] Matching. To reduce the Employer's fixed Matching Contribution. g. [ ] Specify: 25. TRUST PROVISIONS The following provisions apply to Article VIII of the Plan (Choose as applicable; leave blank if not applicable): a. [ ] Modifications. The Employer modifies the Article VIII Trust provisions as follows: The remaining Article VIII provisions apply. b. [ ] Substitution. The Employer replaces the Trust with the Trust Agreement attached to the Plan. 26. CUSTODIAL ACCOUNT /ANNUITY CONTRACT (8.16). The Employer will hold all or part of the Deferred Compensation in one or more custodial accounts or annuity contracts which satisfy the requirements of Code §457(g) (Choose a. orb., c. if applicable): a. [X] Custodial account(s). b. [ ] Annuity contract(s). C. [ ] Specify: [Note: The Employer under c. may wish to identify the custodial accounts or annuity contracts or to designate a portion of the Deferred Compensation to be held in such vehicles versus held in the Trust.] 27. VALUATION In addition to the last day of the Plan Year, the Trustee (or Plan Administrator as applicable) must value the Trust Fund (or Accounts) on the following Valuation Date(s) (Choose one of a. orb.): a. [ ] No additional Valuation Dates. b. [X] Additional Valuation Dates. (Choose one or more of 1., 2. or 3.): 1. [X] Daily Valuation Dates. Each business day of the Plan Year on which Plan assets for which there is an established market are valued and the Trustee or Employer is conducting business. 2. [ ] Last day of a specified period. The last day of each of the Plan Year. 3. [ ] Specified Valuation Dates: [Note: The Employer under Election 26b.3. may describe Valuation Dates from the elections available under Election 26b. and/or a combination thereof as to any: (i) Participant group (e.g., No additional Valuation Dates apply to Division A Employees OR to Employees hired after 'x" date. Daily Valuation Dates apply to Division 8 Employees OR to Employees hired on/before 'x" date.); (ii) Contribution Type (e.g., No additional Valuation Dates apply as to Discretionary Nonelective Contribution Accounts. The last day of each Plan Year quarter applies to Fixed Nonelective Contribution Accounts); (iii) investment type, investment vendor or Account type (e.g., No additional Valuation Dates apply to investments placed with vendor and Daily Valuation Dates apply to investments placed with vendor 8 OR Daily Valuation Dates apply to Participant- Directed Accounts and no additional Valuation Dates apply to pooled Accounts).] 28. TRUSTEE (Select all that apply; leave blank if not applicable.): a. [ ] 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) Address and Telephone number (Choose one of 1. or 2.): 1. [ ] Use Employer address and telephone number. 2. [ ] Use address and telephone number below: Address: Street City State Zip Telephone: ©2016 9 98781 -01 (effective December 1, 2016) Eligible 457 Plan b. [ ] Corporate Trustee Name: Address: Street City State Zip Telephone: AND, the Corporate Trustee shall serve as: C. [ ] a Directed (nondiscretionary) Trustee overall Plan assets except for the following: d. [ ] a Discretionary Trustee overall Plan assets except for the following: 29. PLAN LOANS (5.02(A)). The Plan permits or does not permit Participant Loans (Choose one of a. or b.): a. [X] Does not permit. b. [ ] Permitted pursuant to the Loan Policy. 30. ROLLOVER CONTRIBUTIONS (3.09). The Plan permits Rollover Contributions subject to approval by the Plan Administrator and as further described below: Who may roll over (Choose one of a. orb.): a. [ ] Participants only. b. [X] Eligible Employees or Participants. Sources/Types. The Plan will accept a Rollover Contribution (Choose one,of c. or d.): C. [X] All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan. j d. [ ] Limited. Only from the following types of Eligible Retirement Plans and /or as to the following Contribution Types: Distribution of Rollover Contributions (Choose one of e., f. or g.): e. [X] Distribution without restrictions. May elect distribution of his/her Rollover Contributions Account in accordance with Plan Section 4.05(C) at any time. f. [ ] No distribution. May not elect to receive distribution of his /her Rollover Contributions Account until the Plan has a distributable event under Plan Section 4.01. g. [ ] Specify: 31. EACA Automatic Deferral Provisions (3.14). Participants subject to the Automatic Deferral Provisions. The Automatic Deferral Provisions apply to Employees who become Participants after the Effective Date of the EACA (except as provided in d. below). Employees who became Participants prior to such Effective Date are subject to the following (a. — d. are optional): a. [ ] All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until a Participant makes an Affirmative Election after the Effective Date of the EACA. b. [ ] Election of at least Automatic Deferral amount. All Participants, except those who, on the Effective Date of the EACA, are deferring an amount which is at least equal to the Automatic Deferral Percentage. C. [ ] No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the effective date of the EACA regardless of the Sala Reduction Contribution amount under the 9 9 Salary Agreement. d. [ ] Describe: 98781 -01 (effective December 1, 2016) © 2016 10 i Eligible 457 Plan Automatic Deferral Percentage. Unless a Participant makes an Affirmative Election, the Employer will withhold the following Automatic Deferral Percentage (select e. or f.): e. [ ] Constant. The Employer will withhold % of Compensation each payroll period. Escalation of deferral percentage (select one or leave blank if not applicable) 1. [ ] Scheduled increases. This initial percentage will increase by % of Compensation per year up to a maximum of of Compensation. 2. [ ] Other (described Automatic Deferral Percentage): Automatic Deferral Optional Elections f. [ ] Optional elections (select all that apply or leave blank if not applicable) Suspended Salary Reduction Contributions. If a Participant's Salary Reduction Contributions are suspended pursuant to a provision of the Plan (e.g., distribution due'to military leave covered by the HEART Act), then a Participant's Affirmative Election will expire on the date the period of suspension begins unless otherwise elected below. 1. [ ] A Participant's Affirmative Election will resume after the suspension period. Special Effective Date. Provisions will be effective as of the earlier of the Effective Date of the EACA provisions of Sections 2.2. or 2.3 unless otherwise specified below. 2. [ ] Special Effective Date: 32. In -Plan Roth Rollover Contributions. a. [ ] Yes, allowed. 33: In -Plan Roth Rollover Transfers. a. [ ] Yes, allowed. ' I 98781 -01 (effective December 1, 2016) © 2016 11 II I Eligible 457 Plan This Plan is executed on the date(s) specified below: Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement only in conjunction with the corresponding basic plan document. EMPLOYER: Village of Teguesta By: 11/10/2016 DATE SIGNED 98781 -01 (effective December 1, 2016) © 2016 12 I