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1991-08 Creating a Deferred Compensation Plan - ICMA. -. i RESOLUTION NO. 8_~1 ' A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACII, FLORIDA, CREATING A DEFERRED COMPENSATION PLAN FOR PERMANENT, FULL TIME VILLAGE EMPLOYEES WITH ICMA RETIREMENT CORPORATION AND SETTING FORTH THE TERMS THEREOF. WHEREAS, the Village has a class consisting of permanent, full time employees rendering valuable service; and WHEREAS, the establishment of a Deferred Compensation Plan for such employees serves the interests of the Village by enabling it to provide reasonable retirement security for its employees by providing increased flexibility in its personnel management system and by assisting the attraction and retention of competent Village employees; and WHEREAS, the Village has determined that the establishment of a Deferred Compensation Plan for its Village employees to be ' administered by the ICMA Retirement Corporation to service the above objectives; and WHEREAS, the Village desires that the investment of funds held under its said Deferred Compensation Plan be administered by the ICMA Retirement Corporation and that such funds be held by the ICMA Retirement Trust, the trust established by public employers for the collective investment of funds held under their Deferred Compensation Plan. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. That the Village hereby adopts the Deferred Compensation Plan attached hereto as Appendix "A" and appoints the ICMA ' Retirement Corporation to serve as administrator thereunder. Section 2. The Village hereby executes a Declaration of Trust of the ICMA Retirement Trust attached hereto as Appendix "B". Section 3. The Village Manager shall be the coordinator for t this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or ,the IGMA Retirement Trust and shall cast on behalf of the Village any required votes under the program. Administrative duties to carry out the Plan may be assigned to appropriate departments. Section 4. The Village hereby designates permanent, full time Village employees as the sole persons eligible to participate in the Plan. Section 5. The amount of deferred compensation shall not exceed $7,500.00 or 15% of the participant's includable compensation for each taxable year whichever is less. Section 6. This Resolution shall take effect immediately ' upon passage. PASSED AND ADOPTED THIS 14th DAY OF February 7991. (Village Seal) ~ ~~~~/Y3_ ~• ® . A1'TE S T age e r </ ~_~Z^/~~~. `~ O AI'PIiNU1X A ("Employe~'7 Deferred Compensation Plan ,0,89 Amide (.INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensa- tion Poan, hereinafter referted to as the "Plan" The Plan consists of the prow lions set lorlh In this document The primary purpose of this Plan is to proNde retirement Income and other deferred benefits to the Employees of the F~nployer in accordance with the provisionsoiSection 457 of the Internal Revenue code ot19S6, as amended (the "Code"). This Plan shall be an agreement solely between the Employer and parUdpating Employees. Amide II. DEPoNRIONS Section 2.01 Aooount.• the bookkeeping account malntalned for each Participant reflecting Ura cumula8ve amount othee Partidpant's Deterred Compensation, inducting any inceme, gains, bases, or ktcreases or decreases Irt ntadcet value elWbufable to the Empbyets Invsstmentof the Partidpant's Deferred Compensatan, and further reflecting arty diSW- twtions tothe Participanlor the ParUdpant's Benefidaryand artyfeesor expenses charged against such ParUapant's Deferred Compensa8on. Section 202 Admlmstretor. The person or persons named to carry out certain nondiscrelionary administretiJe functions under the Plan, as hereinafter described. The Employer may remove any person as Admin- istrelorupon 60days' advance nodes in welting to such person, In which case the Employer shall name another person or persons to ad as Administrator. The Administrator may resign upon 60 days' advance notice In writing to the Empoyer, In which case the Employer shall name another person or persons to ad as AdmlMStretor. Section 2.03 Beneficiary: The person or persons designated by the Partidpant in his Jonder Agreement who shall receive any benefits payable hereunder in the event of the Panidpant's death. In the event that the Participant names two or more Benefidaries, each Benefidary shall be entitled to epual shares of the benefits payable at the Partid- pant's Beam, unless otherwise proWded In the ParOdpant's Joinder Agreement II no Benefidary is designated in the Joinder Agreement, if the Designated Beneficary predeceases the Partidpant, or H the desig- nated Benefdary does not suMve the ParUGpant for a period of firieen (15) days, then the estate of the Partidpant shall be the Benefidary. Section 2.04 Deferred Compensation: The amount of Normal Compen- sation otherwise payable to the Partidpant whk:h the Partidpant and the Employer mutually agree to deter hereunder, any amount credited to a Participant's Acoounl by reason of a transfer under Seilion 6.03, or any other amount which the Employer agrees to credit to a Panid- panfs Acceunt. Section 2.05 Empbyee: Any individual who provides seMces for me Employer, whether as an employee of the Employer or as an independ- ent contractor, and who has been designated by the Employer as eligible to participate in the Plan. Section 2.06 Includible Compensation: The amount of an Employee's compensation from the Employer for ataxable year that is attributable to services pertormed for the Employer and that is indudible In the Employ- ee sgross income for the taxable year for federal income tax purposes; such term does not include any amount excludable from gross income under this Plan or any other plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal income lax purposes. Includible Compensation shall be determined without regard to any community property laws. Section 207 Jdnder Agreement.• An agreement entered Imo between an Employee and the Empoyer, irlduding arty amendments or modifice- Uonsthereof. Such agreement shall fix the amoum of Deferted Compen- sation, specly a preference among the Investment alternatives designated by the Empoyer, designate the Employee's Benefidary or Benefidades, and incorporate Ure terms, condhions, and proNsbns of the Plan by reference. Sedbn 208 Normal Corrtpensatlon:Tha amount otcempensation wfilch would be payable b a ParUdpant by Mte Empbyericr a taxable year Urlo Jonder Agreement were In eNed to dater compensation under this Plan. Seaton 209 Normal Re6remerttAge: Age 7014, umesslhe PaNapanthas elected an afiemate Normal Retiremem Age by written instrument deliv- ered to the Mminislretor poor to SepaaUon from SeMOe. A Pertid- pant's Nomtal Retirement Age determines the period dudng which a PaNapant may utilize Uls catch-up IimUaUon of Ser;tlon 8.02 hereun- dec Orloe a Partldpanthas to erryextent tlUllzed Ule cttch-up 9mhetlon of Seclbn 5.02, his Normal Retirement Age may nil be changed. A Partlcilwnt's ettemate Nortnai Retirement Age rnaY not be eadier Than the eanlest eats that the ParUdpant will become ellglde to retire end receive unreduced retirement beneflte under Ule Employer's basic retirement plan covering the Partldpent and may nil be later than the date the Participant vAll attain age 7014. Ha ParUdpant oontlnues empby- ment aUerattetning age 7044, not heWng preNoushelected en attemate Normal Retlremenl Age, the Participant's eltemate Normal Retirement Age shall not be later then lire mandatory retirement age, U arty, estab- lished f)y the Empoyer, ar the age al which the Participant actually separates from servbe K the Employer has no mandatory retlremem age. U the ParUdpant w111 not become eligible to receive benefits undera basic retirement plan malntalned by the Employer, the Panldpant's ettemate Normal Retlrement Age may not be earlier than age 55 end may nil be later man age 7054. Seaton 2.10 Participant: Any Employee who has Joined the Poan pursuant to the re0ulrements of Artlde N. Section 211 Pkn Year. The calendar year. Section 212 Rgreement: The Bret date upon which both of the follovAng shall have occurted wiUr reaped to a panlGpant: Separation horn SeMce and attainment dage 65. tiec0on 213 Separadon Irortr Service: Severance of the Participant's employment with the Emdoyar which constttutes a "separation from service" within the meaning of Section 402(e)(4)(A)(Ht) of the Code. In gerterel, a PartiGpant shall be deemed to have severed his employment with the Employer for purposes of this Plan when, In accordance with the established predices of the Empoyer, the empoyment relationship is considered to have actually terminated. In the case of a Participant who is en independent contreilor of the Employer, Separation from SeMce shall be deemed to have occurred when the Partidpant's cen- tred under which seMces are penormed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the contrail or enter into a new contract for the Partidpant's services, and tt is not anticipated that the Partidpanl will become an Employee of the Employer. Article III. ADMINISTRATION Section 3.01 Duties of Empoyer: The Employer shelf have the authority to make all discretionary decisions affecting the rights or benefits of Participants which may be repuired in the administration of this Plan, Section 3.02 Duties of Administrator. The Administrator, as agent for the Employer, shall pertorm nondiscmlionary administrative functions in connection with the Plan, including the maintenance of Partidpants' Accounts, the provision of periodic reports of the status of each Account and the disbursement of benefits on behalf of the Employer in accer- dance with the provisions of this Plan. Article IV. PARTIGPATION IN THE PLAN Section 4.01 Initial Parddpa0on: An Employee may become a ParOdpant by entering Into a Joinder ggrcement prior to the beginning of the plendar month in which the Joinder Agreement Is to become effective to defer compensation not yet earned. Section 4.02 Amendment ofJdnderAgreement: AParfidpant mayamend an executed Joinder Ag reemeM to change the amount of oompensa0on rwl yet earned which Is to be deferred pnduding the reduction of such future deferrals to zero) or to change his Investment preference (subject to such restrictions as may result from the nature or terms of any Investment made by the Employer). Such amendment shall become eNecOve as of the beginnng of the calendar rrartth commendng after the dale the amendment Is executed. A Participant may at arty Rme amend his Jdnder Agreement to drange the designated Senefidary, end such amendment shall become effective immediatety. Artk9eV. UMTfAT10NS ON DEFERRALS Sadist 5.01 Normal Urrtha0on: Except as proNded In Section 5.02, the maximum amount of lkterced Compensation for any ParOdpant (arany taxable year shall nd exceed the lesser of $7,500.00 or 33y, parasol of the Partidpant's Indudible Compensation for the taxable yeas This fimRaOOn will orclinarlly be equivalent to the tosser of $7,500.00 or 25 percent of the Perfidpant's Normal Compensation. SecOon SA2 Catdt-Up Untita8on: For each of tlta last three (3) taxable years of a Partidpant ending before his alainment of Normal ReOrement Age, the maximum amW rlt of Deterred Compensation shall be the lesser oL• (1) $15,000 a (2) the W m of (1) the Normal Umitation for the taxable year, and (ii) the Normal Umitation for each prior taxable year of the ParOdpant commendng after 1978 less the amount of the Participant's Oeterced Compensa0on for such Prior taxable years. A prior taxable year shall be taken into acoWnt underthe preceding sentence onty If (i) the ParOdpant was eligible to participate In the Plan for such year (or In any other eligible deterred compensation pan established under Sao- Uon 457 0l the Code which Is properly taken Into account pursuant to regulations under section 457), and (ii) compensation Of any) Oeferced under fhe Plan (or such other plan) was subject to the defercal limlta- tionsset forth In Section 5.01. Section 5.03 Other Plans: The amount excludable from a ParOdpant's gross income under this Plan or any omer eligible deterced compensa- tion plan under section 457 of the Code shall not exceed $7,500.00 (or such greater amount allowed under Section 5.02 of the Plan), less any amount excluded from gross Income under section 403(b), 402(a)(8), or 402(h)(t)(B) of the Code, or any amount with respect to which a deduction is allowable by reason of a contribution to an organization described in section 507 (c)(f 8) of the Code. Arlide VI. INVESTMENTS AND ACCOUNT VALUES Section 6.01 Investment of Deferced Compensation: All investments of Parlidpants' Deferred Compensation made by the Employer, inducting all property and rights purchased with such amounts and alt income attritwtable thereto, shall be the sole property of the Employer and shall not be held in trust for Partidpants or as collateral security for the fulfillment of the Employers obligations under the Plan. Such property shall be subject to the claims of general creditors of the Employer, and no Participant or Denelidary shall have any vested intQresl or secured or preferred position vrilh reseed to such propeM or have any claim against the Employer except as a general creditor. Section 6.02 Crediting of Accounts: The Particpant's Account shall reflect the amount and value of the Investments or other property oblainetl by the Employer through the investment of the Partidpant's Deferred Com- pensation. It is antidpatetlthat the Employers investments with respect to a Partidpant will cenbrm to the investment preference spedfied in the Partidpant's Joinder Agreement, but nothing herein shall be cen- strued to require the Employer to make any partlWlar investment of a ParOdpant's Deterred Compensation. Each Participant shall receive periodic reports, rrot less hequen0y than annualty, showing the then- Wrrent value o(his AW Wni Section 6.03 Transfers: (a) Incoming Transfers: A transfer may be accepted horn an eligible deferred compensation plan maintained by another employer and cred- Red to a Parfidpant's Account under this Plan H m the Partidpant has separated Irom service with that employer and become an Empbyee of the Employer, and Ql) the other emplgers plan provides that such transfer will be made. The Employer maY require such daW mentation from the predecessor plan as h dooms necessary to eReduate the tronsler, to confirm that such plan is an efiglble rkferred compensation plan whhin the meaning of Sedlon 457 of Ole Code, and to assure that transfers are proNded farundar such plan.The Employer mayrefuse to accept a transfer In the forrtt of assets other than cash, unless the Empoyer and tfta AdminWhator agree to hold such other assets under the Plan. Artystrch trensferred amount shaft not be treated as a delercal subjarx to the fimRations of Amble V, except Otat, br purposes of applying the fimltations Of SeWons 5.01 and 5.02, an amount deterred dudng any taxable year urMer the plan from which the tronsler is eooeptad shall be treated as H R has been deferred under this Plan dudng such taxable year and cempansa0on-pall by the transferor employer shaft be treated ns R R had been paid by the Emdoyer. (b) Outgoing Transfers: An amount may be trensfarced to an eligible Oeferced compensation plan maintained by another empoyer, and dtarged to a ParOdpant's Aooount under this Plan, K 0) the NarOdpant has separated ham service with the EmployerarW becortte an employee of lha other employer, Op the other empoyers den provdes that such transfer will be accepted, and Oli) the Participant and the employers have signed such agreements as are necessary to assure that the Employers liability to pay benefits to the Partidpanl has been dis- chargedand assumed bylhe otheremdoyer.The Employer may require such doWmenta0on from lire other plan es R deems necessary to etfeduate the lrensier, to confirm that such plan is an eligible deterred compensation plan within the meaning of section 457 of the Code, and to assure that transfers are provided for under such den. Such trons- (ers shaft be made Doty under arch dreumstartoes as are permttted under sec0on 457 of the Code and the regulations thereunder. SecOon 8.04 EmployerLtabaity:In no evenlshailthe~mployers liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the ParOdpant's Account; the Employer shall not be liable br bsses arising from depredation orshdnkage in the value of any investments acquired under this Plan. ArUde Vll. BENEFITS Section 7.01 ReOrement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the distribution of a Particpant's Account shall commence as of Apri11 of the calendar year atterthe Plan Year of the Partidpant's Retirement and the distribu- 5on of such ReBrement benefits shall be made In accordance with one of the payment options described in Section 7.02. Notwithstanding the foregoing, the Participant may ircevocablyded within 80 days following Separation from SeMce to have me distribution of benefits commence on a fixed or determinable date other than that described in the preced- ing sentence which is al least 60 days after the date such election is delivered in writing to the Employer and forwarded to the Administrator, but not later than April 1 of the year following the year of the Participant's Retirement or attainment of age 70Yz, whichever is later. 2 Section 7.02 Payment Options: As provided in Sections 7.01, 7.04, end 7.05, a Participant or Beneficiary may elect to have the value of the Participant's Account disldbWed in accordance with one of the follow- ing payment options, provided that such option is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, quarterly, semi-annual or annual payments in an amount chosen by the Participant continuing until his Account is exhausted; (b) One lump-sum payment; (c) Approximatety equal monthly, quaAedy, semi-annual or annual payments, calculated to continue for a pedod certain chosen by the Partidpant (d) Annual Payments equal to the minimum distdtxdions required under Section 401(a)(9) of the Code over the life expectancy of the Partidpant or over the life expeclandes of the Partidpant and his Beneficiary. (e) Payments equal to payments made by the Issuer of a retirement annuity policy acquired by the Employer. (0 My other payment oPtlon elected bythe Partldpant and agreed to by the Employer and Adminlstretor, provided that such option must provide for substantlallynonlntxeasing paymenlsforanYperbdaffer the latest benefit cemmenrxirrwrtt date under Section 7.01. A Partldpant's or Beneficierys eledlort ct e payment opton must be made at least 30 days before the paymentof benefits Is to commence. H e Particpant or Beneficiary falls to make a tlmey electlon of a payment option, benefits shall be paid monthly under option (c) above for a perod of five years. Section 7.03 lJmttatlon tm Options: No payment opton maybe selected by a Parfictpant or Beneficary under Sections 7.02, 7.04, or 7.05 unless tt sa0sfies the requirements of Sectons 401(a)(9) and 457(4)(2) of the Code, inducting that payments oommendng before the death of the ParOclpant shall sa9sty the Inddental death benefits requirement under section 457(d)(2)(B)(i)(q. Unless otherwise elected by the Partldpant. ell determinations under Section 401(e)(9) shall be made wlOtotR recel- culation of life expedandes. Section 7.04 PosMetirement Death Benefits: . (a) Should the PaNdpant die after fte has begun to receive benefits under a payment opton, the remaining payments, H any, under the payment option shall be payable to the Partidpant's Beneficary cem- mendng within the 30-day period commendng with the 61st dayaffer the Panidpant's death, unless the Beneficiary eleels payment under e different payment option that B available under Section 7.02 wtthin 60 days of the Panidpant's death. My different payment option elected by a Benefdary under this sedan must provide fa pAymeMS at a refs that is at least as rapid asunder the payment option that was applicable to the PartidpanL In no event shall the Employer or Administrate be liable to the Benefidary for the amount of any payment made in the name of the Participant before the Administrator receives proof of death of the Paticlpanl. (b) If the designated Benefidary does not continue to live forme remain- ing period of payments under the Payment option, then the Comm Wed value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Benefidary. In the event that the Particlpant's estate is the Benefidary, me lxxnmWed value of any remain- ing payments under the payment option shall be paid to the estate in a lump sum. Section 7.05 Pre-retirement Death Benefits: (a) Should the Participant die before he has begun to receive the benefits provided by Section 7.01, the value of the Partidpant's Account shall be payable to the @eneficiary cemmendng within the 30-day period commencing on the 91st day after the Participant's death, unless the Beneficiary irrevocably sleds a different fixed or determinable benefit commencement date within 90 days of the Participant's death. Such benefit commencement date shall be not later than the later of (i) December 31 of the year fdlowing the year of lbe Partidpanl's death, or (ii) Hlhe Beneficiary is the Partidpant's spouse, December 31 of the year in which the Participant would have attained age 70'h. (b) Umess a Benefidary elects a different payment option prior to the benefit cemmencementdate, death benefits under this Section shall be paid in approximately equal annual installments over five years, or over such shorter period as maybe necessary to assure that the amount of any annual installment Is not kss than $3,500. A Benefdary shall be treated as H he were a PeRidlxant for purposes of determining the payment options evallable Under SCGYion 7.02, provided, however, that the payment option chosen by the Benefdary must provide for pay- ments (0 the Benefidary over a period n0 longer than the I'rfe expeo- tancy of the Sertefidary, arM proNded that such perod maY riot exceed fiffeen (15) years H the Benefldary Is not the Participant's spouse. (c) In the event that the Benefdary dies before the payment of death 1lettefits has commenced orbeen comdeted, the ramaMing value of the PartldpanYe Account shall be paid to the estate of the Benefdary M a lump sum. M the evert tltat the Partldpanl's estate is the Benefdary payment shall be made to the estate M a IumP sum. Section 7A8 tlo}oreseeeWe Fnteryendes: (a) M the event an uMoreseeable emergertoy occurs, a ParOdpant may appytothe F~1ldoyerto reoaivethat part of the value of MsAocounltllat k reasonably needed to satiety the emergency need. H such an appfice- tion Isapproved byateEmployer,the Pertldpantehall be geld onlyauch amount as the Employer deems necessary t0 meat the emergency need. but payment shall nOt be made t0 the extent that the flnarldai hardship may be relieved through t>assatbn of deferral under tlta Plan, Msurence or other relmbureement, or IWWdatbn of other assets to the extent such liquldadon wotdd not ttself cause severe flnandal haroship. (b) M unforeseeable emergency shall be deemed to involve only dr- cumstances M severe flntutdal heroshlp to the Participant resulting /rortt a sudden unexpected Hlness, acddent or disaWlity of the ParOd- pant prof adependent (as defined M Secton 152(e) of the Code) of the Participant, loss of the PartldpaM's prOPerty due to oasuatty, or other similar end extraordinary unforeseeable drtwmstartces arising as a resuttof events beyond the Oontrol of the PartidpantThe need to send e PaNdpanl's child to college Or to purchase a new fame shall not be considered unforeseeable emergendes. The determination as to wfrether such an unforeseeable emergencyexists shall be based on the mertts of each IndiNduai case. Sectlon 7A7 TransiHgtel Rule for Pre-0989 BerteTA Elections: In the event chat Prior to January 1, 1989, a Particpant M Benefidary has com- menced receiving beneMs under a payment opflon or has Irrevoceby elected ~e payment opton or beneM commencement date, then that payment opton or election shall remain In effect nolwtthstanding any other provision of this Plan. Article VIII. NON,ASSIGNABILITY Section 8.01 In General: Except as provided in Section 8.02, no Partid- pant or Benefidaryshalihave any dght to commute, sell, assign, pledge, Vansfer or otherwise convey or encumber the right to receive any payments hereunder, whk:h payments end rights are expressly declared to be non-asslgnaWe and non-trensferable. Section 8.02 DomesOc Relations Orders: (a) Allowance of Transfers: To the extent required under a final judg- ment decree, or order (including approval of a property sedlement agreement) made pursuant t0 a slate domestic relations law, any portion of a Partidpant's Account may be paid or set aside for payment to a spouse, former spouse, or child of the Participant. Where necessary to carry out the terms of such an order, a separate Account shall be established with respect to the spouse, former spouse, or child who shall be entitled to make investment selections with respect thereto in Nw same manner as the PartidpanC any amount so set aside f« a spouse, former spouse, or child shall be paid out in a lump sum at the cadiesl dale that benefits may be paid to iho Participant unless the order directs a different lime or form of payment. Nothing in this Section shall be construed to authorize any amount to be distdbuled under the Plan at a time or in a form that is not pennlNed under Sedan 457 of the Code. Any payment made to a person other than the Particpanl pursu- ant tothis Sedionshall bereduced byrequired income tax withholding; the fad that payment is made to a person other than the Participant may not prevent such payment from being includible in the gross Income of the Particpant f« withholding and income tax reporting purposes. (b) Release hom lJability to Particpant: The Employer's liability to Pay benefits to a Partidpant shall be reduced to the extent Ihat amounts have been paid «set aside for payment to a spouse, formeraPOUSe, or child pursuant to paragraph (a) of this Section. No such transf«ahatl be eHeduated unless the Employer or Administrator has been provided with satisladory eNdence that the Employer and the Administrat« are released from any further claim by the Partidpant with respect to such amounts.lhe ParUdPant shall be deemed to have released fhe Empoyer and the /Wminlstretor from any claim with respect to such amounts, in any case in which () the Employer or Administret« has been served whh legal process «othenvise joined In a proceeding reletirg to such transfer, Gi) the Parlidpant has been noUded of the pendency of such proceeding in the manner prescribed by lbe law of the Judsdretion In vfikh the proceeding Is pending f«seMOa of process in such action « by mail from the Fanployer « Administrator l0 fhe Partldpent's last Wtovm mailing address, and (iii) the Particpant failslo obtain an Orderof Ute court In the proceeding relieNng the Employer«Administrat«from the obligation to ComdY with Ule Judgment, decree, «oMer. (c) ParBdpalion in legal Proceedings: The Emptoyerand Adminislretor shall not be obligated to defend against or set aside anY lodgment decree, ««derdescribed In paragraph (a) «arrylegal «der relating to Ute gamishment of a ParUGpant's benefits, unless the lull expense of such legal action Is home by tbe Participant In the event that the Parlidpanl's action (or inaction) nonetheless causes the Employer « Administrator to Incur such expense, the amount of the expense maybe dtarged against the Partidpant's Account and thereby reduce the Employer's obligation to pay benefits to the Partidpant In the course of any proceeding relating to divorpe, separa8on, or child support the Employer and Administrator shall be authorized to disclose InlormaUon relating to the Particlpant's Account to the Partidpant's spouse, bmrer spouse, or child (including the legal representatives of the spouse, former spouse, «Child), or to a court ArHde OC RElAT10NSHIPTO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement pension, or benefit plan «system presengy in existence or hereinafter established for the lx•.nelit of the Employer's employees, and participation hcreum der shall not stied benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed to constitute an employ- ment contract or agroomenlbetween any Participant and the Employer or to give any Participant the right to be retained in the employ of the Employer. N« shall anything herein be construed to modity the terms of anyemployment contract or agreement between a Particpant and the Employer. Article %. AMENOMENi OR TERMINA710N OF PLAN The Employer may at any Ume amend this Plan provided that H frensmfts such amendment In writing to the Mminlstrator at least 30 days prior to the ettedive date of the amendment The consent of the Admfilstretor shall not be required In «der for such amendment to become eNedtve, but the Administrator shall be under no obligation to continue acting as AQmlNstret« hereunder H H disapproves of such amendrttentThe Employer may at arrytime terminate this Poan. The Administrator mayat aftytime propose an amendmenlto tbe Plan by an insWmeM in wTHing lrensmhle0lo the Empoyer al least 30 days before Ute ettedive date of the anrerldment Such amendment shall become ettedive uMess, vAtitin such 8U-daY period. the Empoyer notifies the Adminlatral« In wdtlrg that N disapproves such amend- ment In v4tichcase such amendment aheN not become eNedive. In the event of such disapproval, the Admintstrel« shall be und« no odtga- tbn to continue acting as Adminlstret« hereurtd«. tt this Plan doaf- ment constHutes an amendment ant restatement of the Plan as pievbuslyadopted bylfte Empbyer,the amendmentscontalned berein shall became ettedMa On January 1,1989, and the terms of the preced- in9Plandocument shall remain In etted through December 31,1988. Except as maY be required to maintain Hra status of the Plan as an eligibe deferted oompettsatbn plan under section 457 Of Ute Code « to OOmpty whh other applicable laws, rq amendment «tarmination of the Plan shall divest arty Partidpant of eny rights with reaped to com- .pansatian defemedbeforethe date of the amendment «lermination. Miele XI. APPLJCABIE U1W This Plan shall be construed under the laws Of the state where the Erttpbyer Is located and is estabished with the intent that h meet the requirements of an "eligible deferred oompensa8on plan" under Seo- Uon 457 of the Code, as emended. The proNSlons o1 this Plan shall be interpreted wherever possible in conformity with the requirements of Nlat Sedierl. Article )01. GENDER AND NUMBER The masculine pronoun, vArenev« used herein, shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwise. 4 APPENDIX 4 DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE 1. NAME AND DEFINITIONS Section 1.1 Name: The Name d Me Trust, as stranded and restated hereby, is Use ICMA Retirement Trust. ~ . Section l.2 Deflnitlons: Wherever they ere used herein,aro baorinp terms snag MVB ale leaovirrp fespeclive meaMrrps: (a) Bylaws The Bylaws rderred b h Section d.t hared, as amended from time b time (b) DAerred Cornpertsation Plan. A dekrred corrrPerrsatiort plan estaaisfred and maintained fry a Puak Employer for ttw purpose d providing reliro- men income and dhor defamed berrefim b es employees h aocadanee with ate provisions d section 457 d ate IMenul Revenue Code a 1fr54, as amended, (c) Emdoyees. Those employees who participate M Ouafifie0 Mans (d) Employer Trust. A trust dented puralan b an agreement beMeen RC and a Puak Empoyer br the purpose d hvesfinp and edrrrtiaterirrp are funds set aside fry such Employer h oOMrxAion with its Deferred Compen• cation agreements with as emdoyees d h oomedbn wpb ps OuaGfied Plan. (e) Guaranteed Im~eslnleM Control. A tbrUrad crated kdo by are Refire. mats Trust with insurance compares Brat provides br a puarantced me d return on irrveslmeMS made pursuant b cult contract. (q ICMA. The International Oey Management Association. (p) ICMA/RC Bustees Those Trustees doled by a,e Puarc Empoyers wtrrn h accordance with tl>e provisidrs d Section 3.1(a) hared, are also mem• berg d the Boom d Duectars d ICMA d Rc. (h) frmestment ldvisec Tne IrneWrnerrl Adviser oral enters IMO a eonrod wish Me Reirement Trust b provide advice wish respect b hesfinen d the Must Property. l'1 Portldi05. The Portldios d hvestmeMS established by are irwesanent Adviser b the Retirement Trull, under are supervision d the Trustees, for are Wrpose d prdridrrp irlvestmeras (d the crust Properly. 0 Puak Emdoyee Yustees Those Yustees elected M are Pubik Employers who h accordance wlMi ale provisions d Section 3.1(a) hared, are fuA-time employees d Puak Empoyers. (k) Pudic Emdayer Trustees. Punk Emdayers who serve as trustees d the Qualified Pleas, (n Pudic Emdger. A urtil d state d local porermreM, d ary agency d irtslrumenUlitylhereof, that has adopted a Deferred Compensation Plan d . a Oualieed Plan and has executed this Declaration d Yust. (m) Qualified Plan. A plan sponsored by a Puak Emdayer hr the purpose d Dro+idirtp retirement income to Rs employees which satisfies the pual~~ Galion requirements d Section 401 d eta Internal Revenue Code, a5 amended. , (n) RC. The IrnernatiorW City Manapemenl Association Retirement Corpo ration. (o) Retiremen Yusl. The Trust uealed by Ibis DedaMtion d Yust. (P) Yusl Properly. The amourds held h the Retirartrerrt Yusl on banes d the Puak Employers h COnflBdion wah Dobrred Dortrperla5lian Plans and On babas d the Pubfic Fmdoyer Yustees lOr the elxNrsive beneTn d Employees WrsuaM ro OVali~ tie0 Plena. The Trust Property shefi hdude any 4rrgrrre resuhirrp Irom the hvesl~ men d are amotmts so heb. (~ Trustees. The Pubfic Emdoyee Trustees and ICMAIRC Trustees Necte0 ~ the Pubfic Emplsyers b serve as mettrbers d the Board d Trustees d the Retirement Putt. ARTICLE 11. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP OF TRUST PROPERTY Section 2.1 Croallon: The Retirement Yvat k seated aril estabrrshed q' era ereeaAipn d arcs Decoration d Trust by the Yustees and the Pubfie Employers. Section Y.2 Purpose: The purpose d the RecremeM Must k b provide fu the carnminpled Yaegmren d Amds Iretd bytne Pudic Employers h rannec eon wpb 1110ir Oderred Cortpernation and Ouafiaoo PWns. Tne Trust Prop arty that be kaested h are Portbrbs, h 6uaroneed Irhesenent Contracts. and h other Yrvealmoras recOmmerrdod by tl>a Irwesfinen Advisor under the alpervlslon d ate Scats dYlmeea No part d the Trust ProoeM wig be heated h seCUdliea Iss„ed by Pubfic Emdayers. Section 2.8 Ownership of 7yust Property: The Trustees shah have lapel tiao b the Tnnt Property. The Publk Err~ioyen ahae be ate benofidd owners d the potion d ate Trust Proporty aeocaae b are Ddemed Compensation Plana. The Podiorr d the Trual Property asacaao b the Qualified Plans snae be bald for are PubGC Empbyaz Trustees br are ardusive benefit d the Emdayeea ARTICLE III. TRUSTEES Ssctlon S.T Humber and QuallReatlon of Trustees. W Tfra Board d Trustees stns consist d ntne Trustees. Five d Ne Trustees elraa ba tulFame employees d a Puak Employer (the Pudic Employee Trustees) who era euarorized by such punk Emdoyer b serve as Trustee. The remainhp tow Tnrstoes f11aA consist d ivvo persons who, at ate tune d dedidr to the Board d Trustees, ere rrrerrrbers d the Board d Directors of ICMA acrd tw0 persons who. d the time d dectkn, are members d the Board d Oiracbrs d RC Nra ICMgIRC Tnstees). Ora d the Trvstoes who is a drceclor d ICMA, and one d Use Trustees wfb k a dredd d RC, shad, at the time d dedion, Da hAl-time employees d a Puak Employer. (b) No person may serve as a Trustee Id more Than one tens In any lenyear period. Section 3.2 Election and Term. (a) Ezcep for the Yustee5 eppoiMed to all vaCanCieS pursuant to Section 3.5 hared, the Yustees 6ha0 be elected by a vole d a majority d the Pudic Employer; in axordance with Use procedures set lonh in me Bylaws. (p) AI rt,o fire duclion d Trustocs. Ihroo Trusloos shall be dodod for a term d Nrce years, Woe Trustees shall De elected for a term d IwD years and mreo Trustees Shall be drtctetl for a term d one year. AI each wbsaquenl dealon, mree Trustees snail be doctetl for a term d three years ant anti: his a her successes is dotted and qualified. Section 3.3 Nominations: The Trustees who ere Nll-Gme employeesd Pudic Employers shall sorve es the Nominafirp Comminee kx Me Pudic Employee Busfecs The Norttinating Committee shah choose caMfdates for Pudic Empoyee Trustees in accordance with the procedures sal 1oM in the Bylaws. Section 3.4 Reslpnatlon and Removal. (a) Arty Trustee may resgn as Trustee (whhout reed kx pray d wbsequeM accounting) by an Instrument in writing signed by the Bustee and delivered ro the ocher Trustees and such resiprelion shall be enectixe upon such delhery, or at a later date according to the terms d the inslrumeM. Ary d the Trustees may be removed kx cause, by a vote d e majody d Ina Pudic Employers. (b) Each Pudic Employee Trustee shall resign his d her position as Trustee within szty days d the dale m which he or she ceases a be a aAl-Gme employee d t Pudic Emplger. - Sectlon 3.5 Vacancies: The term d dfae d a Trustee shad lenninale an0 a vacancy shall occur in the event d the death, resigraGon. rernorat. adjudi• wted incompetence a dher incapacity to perkrm the duties d the dfice d a Trusted In the case d a vacancy. the remaintrp Trustees shad appoint such person as they in (heir disuelion shad tee at (subject W Me Gmilatioru tel brlh in Mrs Section), a serve Id the unexpired portion d the krm d the Trustee who has resigne0 d dherwise ceased to be a Trussed The appdrWnonl shad be made br a written instrument signed by a majority d the Trustees. The per• son appdMed must be the same type d Trustee (.e., Public Employee Trust tee or ICMA/RC Trustee) as the person who has ceased a be a Trustee. M appdntment d a Trustee may be made in anticipafon d a vacency to occur at a later date ~ reason d reGremeM d resipretion, poride0 Mel aunt eppoiM• menl shad sal become edeclive prior to Stroh reliremeM d resignation. When e+er a vacancy in the number d Trustees shall occur until such vacancy is filled as Drovided in this Section 3.5, the Trustees in olfad regardless d their number, snarl have all the powers granted to the Trustees sod shad discharge ad the duties imposed upon the Trustees by this Oeaarafon. A written instru• merit ceniryinp ins existence d such vacancy dpned by a majority d the ' Trustees shad be corx•Ausive evidence d the existence d each vacancy. Section 3.6 Tructees Serve In Representative Capacity: ey execulirp this DeGaration, each Public Employer agrees lost the Public Employee Trustees decletl try the Pudic Employers are authorized to as as agents and represen latiws d the Pudic Employers cdlectively. ARTICLE IV. POWERS OF TRUSTEES Section 4.l General Powers: The Trustees shah have the power to conduct the busrass d the Trust and a carry on its operatior>s Such Po^er shaA'aghrde, but shall rid be dmitetl to, the power ld: (a) receive the Trust Property from the Pudic Employers Public Employer Trustees or other Trustee d arty Employer Trull; (b) enter into a convacl with en Irrveslment Adviser pra+idng. among dher Mings.~lor the eSlaWishmenl and operation d the PoMdios salectipn d Me Guaranteed Ineumenl Contracts in which Me Trust ProlyeAy may be irrvested, sdeceon d otter irreS4nerMS kx the Trull Property and the payment d reasona- We kes to the InveslmeM Adviser ant to any wbirrveslmeM adviser retained by the Investment Adviser, (C) re+it~v annually the pedormance d the Irtve51men1 Adviser and eppfove annually the Conlraa with such Irxestmenl Advisor, (d) irMS and reirrest the Trust Property in the Portfolios the GuaraMeeO Interest Cp'xraa5 and in dry pd,er in/eStrneM recortvnerded by the IryestmeM Adviser bd rat irdudfq sewMies issued by Pudic Emploers, provided that d a Pudic Employer has directed that As monies be invested in speciLed Portldios d in a Guaranteed Ineument Contract, the Trustees d me RdiremeM Trust shad invest such monies in accordance wish such directions; (e) keep such Portion d the Trust Property in cash or cash balances as the Trustees. Isom Ome to time, may deem to be in the best Interest d Me Retire merit Trust createtl hereby, without IiaWIAy for interest thereon; (Q accept and retain td t:uch Limo as They may tloem advisable arty socuri~ des a door progeny rocdwd w acOuired by Iham as Trustcros neroundor. wfiemer or rat such securities d other propery world ramwdy be purchased as irtvestmenu hereuMer; (p) cause dry secuMies or dher propery hdd as pan d the Trust Property to be registered in the name d the Retirement Trust or in the name d a nomi~ nee, and a hdd ant ineslmeMS in bearer lone, but the books antl recwtls d the Trustees shad at ad tunes show that an such iryveslmenu are a pan d the Oust Property; (I>) snake, executd acknowledge. and tldver ant end ad documents d vans kr and correyarre and any and ell dher instrumeMS foal may be necessary d appropriate to carry od the powers hardn granted; ~ ode upon ant clock, bards d dhM securkies:l>^e t>aneral a spedal Droxies d powers d attorney wdh d whhdn po.+er d wbstsul'an; exerese ant con version Privileges, WbscAption rights, or dher options. and make ant pari menls Incidental thereto; oppose, d WnseM t0. d dherwise participate in, corporate reorgariratiorx d dher changes dlaCiing corporak eecuMies. and delegate Gacretbnary powers, and pay ant assessmeras or charges in con rreaiort MerewAh; and generally ezerdse arry d the powers d an pvtar with respell to stocks, borWS, sacunGes d dher properly hel0 as pan d the Trust Properly, W enter into contracts d arrangements br goods d services required in con section wdn Me operation d the ReGremeM BvsL kldudirp, lxA rat limited 10. toryracit with cuslodaK end COMrads fd Me pavilion d admirvslrative services; (W borrow d rein money IOr g18 Purposes d the ReGrerneM Trust in wch amount. and upon arch terms ono tondsions, as ale Bustees shaA deem advis~ ede, provided Ihat the apgrepak emaxs d such bcrrowirps cnad not exceed 304b d the value d the BuA Progeny No person kMFnp moray b the Trustees shed be boUM to sae the appfaation d the rnoney kM d 10 Inquire into as validity expedency d PrtyPrklY d arty such borrowing; (7 (war reasdude expenses as required for the operation of the ReSrement Trust and deCud such experaes from the Trust Property: (m) pay experl5es propeAy auocade b the Bust Properly vaurred in connec Goo wdh the Deterred Cornpertsat)on Plans, Qualified Plans, d the Employer Bu511 ant deduct such expenses from Ihet portion d the Trull Progeny l0 whom such expant:es ere progeny 6110cede; (n) pay out d the Trust Propany ad real and personal propery razes, income texas ant dher taxes d any and ell Wnds which, in the opirion d the Trustees are propery levied, d assessed under exlSGrtp d futwe laws upon, or in respect d, the Trust Property and allocate dry such laxel b the appropriate accounts; (o) adops, emend and repeal Me Bylaws, provided Mal such Bylaws are st ad limes consistent wAh Me krms d this peaaralan d Trull; (p) emptgr persons to make evadade interests in Me Retirement Trust to employers digide b maintain a Deterred Compensation PWn under Bataan 457 d a Qualified Plan under Sedan 407 d Me Internal Revenue Code, as amended: (~ iswe the Annual Report d the RdiremeM Trust, and Me disdowre docu- ments and other literature used M the RaGremeM Trust; (r) make bans, inGudnp gle purchase d debt obligations, povided roar all Such loans snarl bear Interest at the current markal rate; (s) corsrad lot and delegate dry powers p2Med hereunder t0. such orficers, egerYS errrployees, audaon and atbrrxys as are Tnntees maY salsa. proided Mal the Trustees may rid delegate the powers lei brth in paragraphs (b). (c) and (o) d IMS Section 4.1 and may not ddegate arty pw.ers it such tlelega~ lion would vidate Mdr adudary duies; d) provide for tM indemrrfcatbn a Mrs dfaers and Trustees d the Retirement Bust end purchau fidudary insurance; (u) maintain booFS and records, irtdudirp separate acoounts for each Public Employe[ Pubfc Empiayer Tnatee or Employer Trust and such additional sap orate axwnts as are required under, sod consistent with, the Deterred Com- pensation IXQualified Plan d each Pudic Employer, and (v) do ad such ass, take ad each proceedirps, and exercise ail such Agnls ant pnwTeges, aahagh rat spedfically meraiorad tardn, as Me Trustees may 6eem necessary d appr~date to admiMSter the Trull PropeM and to carry an the purposes d the Retirement Bust. ~o<uon LT Dlalrtpullon of Trull Propony: OiCrltnnlone U ew Lust Pro{. ony;J all Lc matle Iq or on Bohan d. Iho Public Employer a Public Employer TruSIM in eCCOtdarlCC with Iho lortns d the OMOrretl Canpansalion %ens. Ovalificd %ans d Empioyor 7rum. The Trustees d the Retirement Trust Shen be Nlly proles;led in making payments in accordance with the directions d are Public Ertrployy~. Putts Employer Tru9ues or dher Bustee d the Employer Bum wilhotyl asCertairing whether such paymerts are in compliance with the pmn4ms d'Ne DMened Compensation or Qualified Plans, d the agreements creating the Employer Trusu. ectlon 4.3 Execution of Instruments: The Trustees may unanimously 6esigrete dry ono or more d the Trustees b execute arry Instrument or docv meN on bones d MI, inducting but not limited b the eipnirp or erWOrsemeM d dry check end the espying d any abdications. insurance and dher Con- Irads, end me action d such designated Trustee a Bustees shwa have the same force and cored as it taken M an Ne Buslees. 'ICLE V DUTY OF CARE AND LIABILITY OF TRUSTEES xtlon s.t Duty of Carc: In exercising the poserc hereinbelore granted b Inc Trustees. the Trustees than penorm an acts within (heir aNhoriry IOr the exctusve purpose d pra/idinp benM,ts br the Pudic Employers In eonnec• Eon vrth Deferred Compensation Plans and PubfK Employer Bl,stees purnlaM to Oualilied PIanE, and than perform such acts with the Cara, skill, prudence and dtigerrce in the dreumsuroes then prevedirp That a prudent person ad~ ing in a like cepaciry ant familiar with such manerc wtxAd use in the conduct d an enlerprix d a like chareder and with Eke aims xtion 5.2 Liablilty: The Bustees soon nor be Fable br dry mistake d)<,dg~ meM or dher action taken in pooC Wah, and br cry action taken d dNtted in reliaroe in pond faah upon the books d eccouM d dher records d the Ref rement Trust. upon the opirion d Cwnsd, at upon reports made b the Retirement Trust by dry d its afficerc, employees u agents d by the IrnesF meM Adviser d arty subirtvestmeM advixt eccountaMS, approixrc d other experts d consuhanls caleded wish reasonade care ly the Hostess dfiCerc or employees d the Retirement Bust. The Bustees shorn also not be Gade 10r dry bss susrained try the Tru51 Property by reason d arty irlvestmeM made in good faith and in accordarcx with the garWerd d care set brat in Section 5.1. >ctlon 5.3 Bond: No Trustee shad be obligated b give dry bond d other securely br the performance d dry d his d her duties hereunder. ARTICLE VI. ANNUAL REPORT TU SMARENOLOERS Th0 Try51CCS 6han annually wbmil b the Pudic Employers and Pudic Emploryr Bvslee5 a written report d the Iransaclions of the Retirement TrVSI, irrluding firUn dal flatemeras which utaa be certified by indeperdeM pudic accountants cho een by the Trustees ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST Seetlon 7.1 Wlthdmwal: A Pudic Empoyer d Pudre Empoyer Bustee may. el dry lime, welhdraw Irpn this Raliremenl Trust by ddi~ering b Ure Boaro d Trustees a wrinen statement d wilhOrav21. In tech statement, the Pudic Emdoyer d Pudic Empoyer Buslee rhea acknowledge that the Bust Prop Orly anocade b the Pud'K Empiger is derived Irom compensation dekne0 try employees d such Pudic Employer purcuaM b as Deferred Comperssa. lion Pbn d Iram CoMritxllions b the aecwrris d Employees pursuant b a ~FaO Plan. and Lhan des'9rtata the Fnarrial wt55EtuEort b vetch suds property shorn be transferred by the Trustees d the Retirement Busl d try the Bualee d the Emdoyer Buss. Seetlon 7.2 Durotlon: The ReFremeM Bust ehaa dpMinue unity terminated by the vde d a majority d ate Pudw Employers, each casting one vde. Upon brininel'iOM1 eN dtflB Bust Property Chaff be pat0 out b Ne Pudic Emdoyerc. Pubs Empoyer Hostess d the Blxlees d the Emdayer Busts, as appropriate. Seetlon 7.9 Amendment: The Re4remen Bust may ba amended o, ale vde d a majday q the Pudic Emdoyerc. oath eastirlg one vas Seetlon 7.4 Proceduro: A retdution b terrtinete d amend the Retirement Trval d b remoe a Trusty shaA be wdMned b a wte d die WbTic Emdoyerc M: () s majority d the Hostess >b Wred, or: (nq a pelitiort requesting a vote. signed by not bss tltan 2596 d the Pud'b Employers, k wtxnided b the Blraees ARTICLE VIII. MISCELLANEOUS Seetlon 8.7 aoveminy Law: Ezced as otherwise required by pale d IOC81 IavC Ws pedaralion d Trust end Iho Retirement Trust hereby ueated shorn be oondrued and repufated by the laws d the aslrict d Cdumbia. Seetlon 8.2 CounterpeKs: TNS Oedaration rosy be executed by Me Pudic Employers and Busleet in two a more counterparts, each d wtidl span be deemed sty original but as d wlidt bpelher shat cdwittne ohs and the same kWrumeM.