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Share Name | Share Symbol | Market | Type |
---|---|---|---|
C and F Financial Corporation | NASDAQ:CFFI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.79 | 1.86% | 43.28 | 17.19 | 60.00 | 43.28 | 42.22 | 42.33 | 9,805 | 22:30:00 |
As filed with the Securities and Exchange Commission on February 28, 2024
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
C&F FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) | |
Virginia (State or other jurisdiction of incorporation or organization) | 54-1680165 (I.R.S. Employer Identification No.) |
3600 La Grange Parkway Toano, Virginia (Address of principal executive offices) | 23168 (Zip Code) |
SBA DEFINED CONTRIBUTION PLAN
FOR CITIZENS AND FARMERS BANK
(Full title of the plan)
Thomas F. Cherry
President and Chief Executive Officer
3600 La Grange Parkway
Toano, Virginia 23168
(Name and address of agent for service)
(804) 843-2360
(Telephone number, including area code, of agent for service)
Copies to:
Susan S. Ancarrow, Esq.
Troutman Pepper Hamilton Sanders LLP
Troutman Pepper Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1861
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated Filer | ☒ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by C&F Financial Corporation (the Company or the Registrant) and the SBA Defined Contribution Plan for Citizens and Farmers Bank (the 401(k) Plan) to register an additional 100,000 shares of the Company’s common stock reserved for issuance under the 401(k) Plan. This registration statement also includes an indeterminate amount of plan interests to be offered or sold pursuant to the 401(k) Plan.
Pursuant to General Instruction E to Form S-8, this registration statement hereby incorporates by reference the contents with respect to the 401(k) Plan of the Registration Statement on Form S-8 (File No. 333-67535) filed with the Securities and Exchange Commission (the Commission) by the Company and the 401(k) Plan (then known as the Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers Bank) on November 18, 1998 (the Prior Registration Statement) and relates to securities of the same class as those to which the Prior Registration Statement relates.
Part I — Information Required in the Section 10(a) Prospectus
Item 1.Plan Information.*
Item 2.Registrant Information and Employee Plan Annual Information.*
* | The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this registration statement as required by Rule 428(b)(1). |
Part II — Information Required in the Registration Statement
Item 3.Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company and the 401(k) Plan are hereby incorporated by reference into this registration statement:
(a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on February 27, 2024; |
(b) | The 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2022, as filed with the Commission on June 21, 2023; |
(c)The description of the Company’s common stock contained in Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on February 27, 2024, which updates the description of the Company’s common stock contained in the “Description of Capital Stock” in the Company’s Proxy Statement/Prospectus filed as part of the Registration Statement on Form S-4 (No. 33-70184) with the Commission on October 12, 1993, as amended on October 19, 1993 (Pre-Effective Amendment No. 1), as amended by any subsequent amendment or report filed for the purpose of updating such description; and
(d)All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) by the Company and the 401(k) Plan since the end of the fiscal year covered in its Annual Report referred to in (a) and (b), respectively, above (in each case other than portions of those documents
deemed to be furnished and not filed).
All documents filed by the Company and the 401(k) Plan subsequent to the date of this registration statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment hereto which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall also be deemed to be incorporated by reference into this registration statement and to be a part hereof from their respective dates of filing. Any statement contained in this registration statement, or in a document incorporated or deemed incorporated herein, shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document which is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
Not applicable.
Item 6.Indemnification of Directors and Officers.
Article VII of the Company’s Amended and Restated Articles of Incorporation limits the liability of the Company’s directors and officers to the Company and its shareholders to the full extent permitted by the Virginia Stock Corporation Act as now and hereafter in effect. The Virginia Stock Corporation Act places a limit on the liability of a director or officer in derivative or shareholder proceedings equal to the lesser of (i) the amount specified in the corporation’s articles of incorporation or a shareholder-approved bylaw; or (ii) the greater of (a) $100,000 or (b) the amount of cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. The Company’s Amended and Restated Articles of Incorporation provide that the Company’s directors and officers will not be monetarily liable to the Company or the Company’s shareholders, if such limitation is permissible under the Virginia Stock Corporation Act. This limitation does not apply in the event the director or officer has engaged in willful misconduct or a knowing violation of a criminal law or a federal or state securities law. The effect of the Company’s Amended and Restated Articles of Incorporation, together with the Virginia Stock Corporation Act, is to eliminate liability of directors and officers for monetary damages in derivative or shareholder proceedings so long as the required standard of conduct is met.
Article VII of the Company’s Amended and Restated Articles of Incorporation also mandates indemnification of the Company’s directors and officers to the full extent permitted by the Virginia Stock Corporation Act. The Virginia Stock Corporation Act permits a corporation to indemnify its directors and officers against liability incurred in all proceedings, including derivative proceedings, arising out of their service to the corporation or to other corporations or enterprises that the officer or director was serving at the request of the corporation, except in the case of willful misconduct or a knowing violation of a criminal law. The Company is required to indemnify its directors and officers in all such proceedings if they have not violated this standard.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The Company has also purchased a directors’ and officers’ liability insurance policy. Within the coverage limit, the policy provides coverage (a) to the Company’s directors and officers where the Company either is not permitted by law or is unable, due to insolvency, to indemnify its directors and officers; and (b) to the Company where the Company does indemnify the directors and officers as permitted, and/or required by law.
Item 7.Exemption from Registration Claimed.
Not applicable.
Item 8.Exhibits.
The exhibits to this Registration Statement are listed below:
Exhibit Description
Exhibit
Number
4.2 |
Opinion of Troutman Pepper Hamilton Sanders LLP, filed herewith |
23.1 | Consent of Troutman Pepper Hamilton Sanders LLP (contained in Exhibit 5.1 hereto) |
24.1 | Powers of Attorney (included on the signature page of this registration statement) |
Item 9.Undertakings.
(a)The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the Securities Act);
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted |
to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Toano, Commonwealth of Virginia, on February 28, 2024.
| C&F Financial Corporation (Registrant) By: /s/ Thomas F. Cherry Thomas F. Cherry President and Chief Executive Officer C&F Financial Corporation |
| |
Pursuant to the requirements of the Securities Act of 1933, the Plan Administrator of the SBA Defined Contribution Plan for Citizens and Farmers Bank has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Toano, Commonwealth of Virginia, on February 28, 2024.
| SBA Defined Contribution Plan for Citizens and Farmers Bank (401(k) Plan) By: /s/ Jason E. Long Jason E. Long Chief Financial Officer and Secretary Citizens and Farmers Bank, Plan Administrator |
| |
POWERS OF ATTORNEY
AND
SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas F. Cherry and Jason E. Long, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name and on his behalf as a director and/or officer of C&F Financial Corporation to prepare, execute and deliver any and all amendments, including post-effective amendments, and supplements to this registration statement on Form S-8, including any amendment to this registration statement for the purpose of registering additional shares in accordance with General Instruction E to Form S-8, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith (including any necessary amendments thereof), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act necessary or desirable to be done in connection with the above-described matters, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on this 28th day of February, 2024.
Signature | Title |
/s/ Thomas F. Cherry Thomas F. Cherry | President and Chief Executive Officer and Director (Principal Executive Officer) |
/s/ Jason E. Long Jason E. Long | Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) |
/s/ Dr. Julie R. Agnew Dr. Julie R. Agnew | Director |
/s/ J. P. Causey Jr. J. P. Causey Jr. | Director |
/s/ Larry G. Dillon Larry G. Dillon | Executive Chairman |
/s/ Audrey D. Holmes Audrey D. Holmes | Director |
/s/ Elizabeth R. Kelley Elizabeth R. Kelley | Director |
James T. Napier | Director |
/s/ C. Elis Olsson C. Elis Olsson | Director |
/s/ D. Anthony Peay D. Anthony Peay | Director |
/s/ Paul C. Robinson Paul C. Robinson | Director |
/s/ George R. Sisson III George R. Sisson III | Director |
/s/ Dr. Jeffery O. Smith Dr. Jeffery O. Smith | Director |
Exhibit 5.1
TROUTMAN PEPPER HAMILTON SANDERS LLP
Attorneys at Law
Troutman Pepper Building
P.O. Box 1122 (23218-1122)
1001 Haxall Point
Richmond, Virginia 23219
804.697.1200 telephone
804.697.1339 facsimile
troutman.com
February 28, 2024
The Board of Directors
C&F Financial Corporation
3600 La Grange Parkway
Toano, Virginia 23168
Registration Statement on Form S-8
Members of the Board of Directors:
We have acted as counsel to C&F Financial Corporation, a Virginia corporation (the “Company”), in connection with the filing by the Company of the above-referenced registration statement on Form S-8 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), whereby an additional 100,000 shares (the “Shares”) of common stock, $1.00 par value per share (the “Common Stock”), of the Company are registered to be issued in accordance with the SBA Defined Contribution Plan for Citizens and Farmers Bank, maintained by the Company (the “401(k) Plan”). The issuance of the Shares pursuant to the Plan was approved by the Board of Directors of the Company (the “Board”) on February 20, 2024.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company’s officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set forth herein, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Articles of Incorporation, as amended to date (the “Articles”), and the Amended and Restated Bylaws, as amended to date, (ii) the resolutions (the “Resolutions”) of the Board with respect to the offering and issuance of the Shares under the 401(k) Plan and certain related matters, (iii) the 401(k) Plan and (iv) the Registration Statement and exhibits thereto.
For purposes of the opinion expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal capacity of natural persons, (iv) the genuineness of all signatures, including electronic signatures, not witnessed by us, (v) the due authorization, execution and delivery of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth, accuracy
The Board of Directors
C&F Financial Corporation
February 28, 2024
Page 2
and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on the foregoing, and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares which constitute original issuance securities have been duly authorized and, when and if issued in accordance with the Articles, the 401(k) Plan, the Registration Statement and the Resolutions (assuming that, upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Articles), such Shares will be validly issued, fully paid and nonassessable.
We are members of the bar of the Commonwealth of Virginia and are not purporting to be experts on, or generally familiar with, or qualified to express legal conclusions based upon, laws of any state or jurisdiction other than the federal laws of the United States of America and the Commonwealth of Virginia and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws of any state (including, without limitation, Virginia), municipal law or the laws of any local agencies within any state (including, without limitation, Virginia). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Our opinion is as of the date hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Troutman Pepper Hamilton Sanders LLP
Exhibit 5.2
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
WASHINGTON, D.C. 20224
TAX EXEMPT AND
GOVERNMENT ENTITIES
DIVISION
Plan Description: Non-Standardized Pre-Approved Profit Sharing Plan With CODA
FFN: 31758490002-001 Case: 201900104 EIN: 54-0417722
Letter Serial No: Q702466a
Date of Submission: 12/31/2018
VIRGINIA BANKERS ASSOCIATION BENEFITS CORPContact Person:
4490 COX ROADJanell Hayes
GLEN ALLEN, VA 23060Telephone Number:
513-975-6319
[Copy for Authorized Representative]In Reference To: TEGE:EP:7521
Date: 06/30/2020
Dear Applicant:
In our opinion, the form of the plan identified above is acceptable for use by employers for the benefit of their employees under Internal Revenue Code (IRC) Section 401.
We considered the changes in qualification requirements in the 2017 Cumulative List of Notice 2017-37, 2017-29 Internal Revenue Bulletin (IRB) 89. Our opinion relates only to the acceptability of the form of the plan under the IRC. We did not consider the effect of other federal or local statutes.
You must provide the following to each employer who adopts this plan:
● | A copy of this letter |
● | A copy of the approved plan |
● | Copies of any subsequent amendments including their dates of adoption |
● | Direct contact information including address and telephone number of the plan provider |
Our opinion on the acceptability of the plan's form is a determination as to the qualification of the plan as adopted by a particular employer only under the circumstances, and to the extent, described in Revenue Procedure (Rev. Proc.) 2017-41, 2017-29 I.R.B. 92. The employer who adopts this plan can generally rely on this letter to the extent described in Rev. Proc. 2017-41. Thus, Employee Plans Determinations, except as provided in Section 12 of Rev. Proc. 2020-4, 2020-01 I.R.B. 148 (as updated annually), will not issue a determination letter to an employer who adopts this plan. Review Rev. Proc. 2020-4 to determine the eligibility of an adopting employer, and the items needed, to submit a determination letter application. The employer must also follow the terms of the plan in operation.
Except as provided below, our opinion doesn't apply to the requirements of IRC Sections 401(a)(4), 401(l), 410(b), and 414(s). Our opinion doesn't apply to IRC Sections 415 and 416 if an employer maintains or ever maintained another qualified plan for one or more employees covered by this plan. For this purpose, we will not consider the employer to have maintained another defined contribution plan provided both of the following are true:
● | The employer terminated the other plan before the effective date of this plan |
● | No annual additions have been credited to any participant's account under the other plan as of any date within the limitation year of this plan |
Also, for this purpose, we'll consider an employer as maintaining another defined contribution plan, if the employer maintains any of the following:
● | A welfare benefit fund defined in IRC Section 419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees as defined in IRC Section 419A(d) |
VIRGINIA BANKERS ASSOCIATION BENEFITS CORP
FFN: 31758490002-001
Page: 2
Our opinion on the acceptability of the plan's form is a determination as to the qualification of the plan as adopted by a particular employer only under the circumstances, and to the extent, described in Revenue Procedure (Rev. Proc.) 2017-41, 2017-29 I.R.B. 92. The employer who adopts this plan can generally rely on this letter to the extent described in Rev. Proc. 2017-41. Thus, Employee Plans Determinations, except as provided in Section 12 of Rev. Proc. 2020-4, 2020-01 I.R.B. 148 (as updated annually), will not issue a determination letter to an employer who adopts this plan. Review Rev. Proc. 2020-4 to determine the eligibility of an adopting employer, and the items needed, to submit a determination letter application. The employer must also follow the terms of the plan in operation.
Except as provided below, our opinion doesn't apply to the requirements of IRC Sections 401(a)(4), 401(l), 410(b), and 414(s). Our opinion doesn't apply to IRC Sections 415 and 416 if an employer maintains or ever maintained another qualified plan for one or more employees covered by this plan. For this purpose, we will not consider the employer to have maintained another defined contribution plan provided both of the following are true:
● | The employer terminated the other plan before the effective date of this plan |
● | No annual additions have been credited to any participant's account under the other plan as of any date within the limitation year of this plan |
Also, for this purpose, we'll consider an employer as maintaining another defined contribution plan, if the employer maintains any of the following:
● | A welfare benefit fund defined in IRC Section 419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees as defined in IRC Section 419A(d) |
● | An individual medical account as defined in IRC Section 415(l)(2), which is part of a pension or annuity plan maintained by the employer |
● | A simplified employee pension plan |
Our opinion doesn't apply to Treasury Regulations Section 1.401(a)-1(b)(2) requirements for a money purchase plan or target benefit plan where the normal retirement age under the employer's plan is lower than age 62.
Our opinion doesn't constitute a determination that the plan is an IRC Section 414(d) governmental plan. This letter is not a ruling with respect to the tax treatment to be given contributions which are picked up by the governmental employing unit within the meaning of IRC Section 414(h)(2).
Our opinion doesn't constitute a determination that the plan is an IRC Section 414(e) church plan.
Our opinion may not be relied on by a non-electing church plan for rules governing pre-ERISA participation and coverage.
Our opinion applies to the requirements of IRC Section 410(b) if 100 percent of all non-excludable employees benefit under the plan.
Employers who choose a safe harbor allocation formula and a safe harbor compensation definition may also rely on this opinion letter for the non-discriminatory amounts requirement under IRC Section 401(a)(4).
If this plan includes a cash or deferred arrangement (CODA) or otherwise provides for contributions subject to IRC Sections 401(k) and/or 401(m), the employer may rely on the opinion letter regarding the form of the non-discrimination tests of IRC Sections 401(k)(3) and 401(m)(2), if the employer uses a safe harbor compensation definition. For plans described in IRC Sections 401(k)(12) or (13) and/or 401(m)(11) or (12), employers may rely on the opinion letter regarding whether the plan's form satisfies the requirements of those sections unless the plan provides for the safe harbor contribution to be made under another plan. For SIMPLE plans described in IRC Sections 401(k)(11) and 401(m)(10), employers may also rely on the opinion letter regarding whether the plan's form satisfies the requirements of those sections.
VIRGINIA BANKERS ASSOCIATION BENEFITS CORP
FFN: 31758490002-001
Page: 3
The provisions of this plan override any conflicting provision contained in the trust or custodial account documents used with the plan, and an adopting employer may not rely on this letter to the extent that provisions of a trust or custodial account that are a separate portion of the plan override or conflict with the provisions of the plan document. This opinion letter does not cover any provisions in trust or custodial account documents.
An employer who adopts this plan may not rely on this letter when:
● | the plan is being used to amend or restate a plan of the employer which was not previously qualified |
● | the employer's adoption of the plan precedes the issuance of the letter |
● | the employer doesn't correctly complete the adoption agreement or other elective provisions in the plan |
● | the plan is not identical to the pre-approved plan (that is, the employer has made amendments that cause the plan not to be considered identical to the pre-approved plan, as described in Section 8.03 of Rev. Proc. 2017-41) |
Our opinion doesn't apply to what is contained in any documents referenced outside the plan or adoption agreement, if applicable, such as a collective bargaining agreement.
Our opinion doesn't consider issues under Title I of the Employee Retirement Income Security Act (ERISA) which are administered by the Department of Labor.
If you, the pre-approved plan provider, have questions about the status of this case, you can call the telephone number at the top of the first page of this letter. This number is only for the provider's use. Individual participants or adopting eligible employers with questions about the plan should contact you.
You must include your address and telephone number on the pre-approved plan or the plan's adoption agreement, if applicable, so that adopting employers can contact you directly.
If you write to us about this plan, provide your telephone number and the best time to call if we need more information. Whether you call or write, refer to the letter serial number and file folder number at the top of the first page of this letter.
Let us know if you change or discontinue sponsorship of this plan.
Keep this letter for your records.
Sincerely Yours,
/s/ Khin M. Chow
Khin M. Chow
Director, EP Rulings & Agreements
Letter 6186 (June-2020)
Catalog Number 72434C
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of C&F Financial Corporation of our reports dated February 27, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of C&F Financial Corporation, appearing in the Annual Report on Form 10-K of C&F Financial Corporation for the year ended December 31, 2023.
We consent to the incorporation by reference in this Registration Statement on Form S-8 of C&F Financial Corporation of our report dated June 21, 2023, relating to our audit of the financial statements and supplemental schedule of the Virginia Bankers Association Defined Contribution Plan for Citizens and Farmers Bank, now known as the SBA Defined Contribution Plan for Citizens and Farmers Bank (the Plan), appearing in the Annual Report on Form 11-K of the Plan for the year ended December 31, 2022.
/s/ Yount, Hyde & Barbour, P.C.
Richmond, Virginia
February 28, 2024
Exhibit 99.1
STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(As Approved by IRS Letter Dated June 30, 2020)
Basic Plan Document No. 02
TABLE OF CONTENTS
Page
ARTICLE I
Definition of Terms
i
ARTICLE II
Eligibility and Participation
ARTICLE III
Funding
ARTICLE IV
Participants’ Accounts and Adjustments
ARTICLE V
Retirement Dates
ii
ARTICLE VI
Vesting
ARTICLE VII
Death Benefits
ARTICLE VIII
Payment of Benefits
ARTICLE IX
InService Withdrawals and Loans
iii
ARTICLE X
The Fund
ARTICLE XI
Fiduciaries
ARTICLE XII
The Trust Fund
ARTICLE XIII
Plan Administration
ARTICLE XIV
Amendment and Termination of Plan
iv
ARTICLE XV
Miscellaneous
ARTICLE XVI
Adoption of the Plan
ARTICLE XVII
Special Rules for Plans with Employer Stock Investment
v
ARTICLE XVIII
Determination of Hours of Service and Elapsed Time
ARTICLE XIX
Determination of Top Heavy Plan Status
ARTICLE XX
Rules Pertaining to Limitations on Contributions and Benefits
ARTICLE XXI
Rules Pertaining to Limitations on Participant PreTax,
Roth and AfterTax Contributions and Employer Matching Contributions
ARTICLE XXII
Multiple Employer Plan
vi
STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(As Approved by IRS Letter Dated June 30, 2020)
Basic Plan Document No. 02
The form of this Master Defined Contribution Plan and its related Trust have been designed to comply with the requirements of the Internal Revenue Code, as amended through the Surface Transportation and Veterans Health Care Choice Improvement Act of 2015 and the regulations and guidance published by the Internal Revenue Service and reflected in 2017 Cumulative List of Changes in Plan Qualification Requirements (IRS Notice 2017-37). This Plan has been submitted to the Internal Revenue Service for approval as to form as a qualified retirement plan under Section 401 of the Internal Revenue Code for use by Employer members of the Virginia Bankers Association and Employer members of other state banking associations that have negotiated its use with Benefits Corporation. An Opinion Letter has been issued by the Internal Revenue Service as to the qualification of the form of the Plan under Section 401(a) and 4975(e)(7) of the Internal Revenue Code.
The Plan is intended to be a Replacement Plan for the Virginia Bankers Association Master Defined Contribution Plan and Trust Basic Plan Document No. 02 dated March, 2012 and for which letters of acceptability were issued by the Internal Revenue Service on March 31, 2012. Prior to January 1, 2021, the Plan was known as the Virginia Bankers Association Master Defined Contribution Plan.
An Employer desiring to adopt this Plan should adopt it without change, except as permitted in in subparagraph 14.1(a)(iv) and except for completion of the necessary information in the Adoption Agreement. The Employer may rely on the Opinion Letter from the Internal Revenue Service under the circumstances described in Rev. Proc. 2017-14.
Employers considering the use of this Plan must recognize that neither the Virginia Bankers Association, other state banking associations that have negotiated its use, the Virginia Bankers Association Benefits Corporation nor their employees or representatives can give any legal advice as to the acceptability or application of this Plan in any particular situation. The qualification of a retirement plan, both upon its establishment and in operation, and the related tax consequences are the responsibilities of the Employer and its own legal counsel.
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STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(As Approved by IRS Letter Dated June 30, 2020)
Basic Plan Document No. 02
The following words and terms as used herein shall have the meaning set forth below, unless a different meaning is clearly required by the context:
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the Employer as a single employer pursuant to the following sections of the Code (as modified where applicable by Section 415(h) of the Code).
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Plan and is subsequently reclassified by the Employer, the Internal Revenue Service, a court, or otherwise as a common law employee or as an employee in an employment classification covered by the Plan, such person, for purposes of this Plan, shall be deemed an Eligible Employee from the actual (and not the effective) date of such reclassification, unless expressly provided otherwise by the Employer.
the term “Employer” shall include each Affiliate which during any year commencing after September 2, 1974 if the Plan was not maintained on or before such date, or otherwise during any year commencing after December 31, 1975, is treated as an Affiliate and each predecessor employer which maintained this Plan (but not beyond the time it ceased to maintain the Plan) within the meaning of Section 414(a) of the Code, but only for the portion of any such year or years so treated and for the purpose and to the extent required to be so treated.
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Unless specifically elected by the Employer in Option 4.7(a) of the Adoption Agreement, the top-paid group election is declined.
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all as more specifically provided in ARTICLE XVIII and in Option 4.5 of the Adoption Agreement. An Employer may provide different rules for determining Hours of Service rules for different classes of Eligible Employees by completing Option 4.5 of the Adoption Agreement for each different class of Eligible Employee so long as the Plan continues to meet applicable non-discrimination rules.
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For purposes hereof, “compensation” means compensation as defined in Section 415(c)(3) of the Code.
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Notwithstanding the foregoing, the first Entry Date with respect to an Employee of an Employer which adopts the Plan as a participating employer as of a date after the Effective Date of the Plan shall be the Effective Date of the adoption of the Plan as to such Employer. Additional Entry Dates may be provided in a participating employer’s Adoption Agreement.
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For purposes of this subparagraph, an Employee’s aggregate Years of Eligibility Service shall not include Years of Eligibility Service which are at any time excluded by the application of the provisions of this subparagraph. The rule contained in this subparagraph is sometimes referred to as the “Eligibility Rule of Parity”.
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For purposes hereof, Elective Deferrals as defined in paragraph 21.1(b) and, except as provided below, matching contributions within the meaning of Section 401(m) of the Code (such as Employer Regular Matching Contributions) shall only be taken into account for purposes of determining the highest percentage of any Key Employee pursuant to clause (i)(B) of this subparagraph; and catch-up contributions described in Section 414(v) of the Code shall be disregarded altogether. Matching contributions within the meaning of Section 401(m) of the Code such as Employer Regular Matching Contributions) shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Top Heavy Contribution requirement of the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code. For purposes hereof, “Top Heavy Compensation” shall have the meaning selected by the Employer in Option 12(a) of the Adoption Agreement and shall not exceed the Compensation Limit.
The minimum allocation is determined without regard to any Social Security contribution. This minimum allocation shall be made even though, under other plan provisions, the Participant would not otherwise have received an allocation or would have received a lesser allocation for the year. The minimum allocation (to the extent required to be non-forfeitable under Section 416(b) of the Code) may not be forfeited under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
The top-heavy minimum contribution requirements of Section 416 of the Code and this subparagraph shall not apply in any Plan Year in which the Plan consists solely of a cash or deferred arrangement which meets the alternative method under Section 401(k)(12) of the Code of satisfying the nondiscrimination requirements of Section 401(k) of the Code and of matching contributions which meet the alternative method under Section 401(m)(11) of the Code of meeting the nondiscrimination requirements of Section 401(m) of the Code or a qualified automatic contribution arrangement under Section 401(k)(13) of the Code.
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to the extent necessary to reduce the excess amount to zero. Each such contribution shall be conditioned on its deductibility.
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The Plan will not accept rollover contributions from individual retirement accounts or annuities described in section 408A of the Code.
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to the extent considered advisable by the Administrator in order to satisfy the requirements of paragraphs 4.3, 4.4, ARTICLE XX, ARTICLE XXI and/or to prevent the sum of Pre-tax Contributions and Roth Contributions by Participants and the contributions by the Employer for a taxable year of the Employer from exceeding the amount thereof deductible for such taxable year by the Employer for federal income tax purposes.
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To the extent that the non-qualified plan and this Plan provide for a matching contribution to be made by the Employer with respect to the participant’s non-qualified deferrals and Pre-tax Contribution, the terms of the match in the non-qualified plan must be identical to the terms of the Regular Matching Contribution under this Plan, but with the maximum match under the non-qualified plan reduced by the actual match under this Plan. The Pre-tax Contribution to this Plan shall be made without adjustment for earnings (but including an adjustment for losses) on his non-qualified deferrals under the non-qualified plan.
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Information required by clauses (B), (C) and/or (D) may be provided by cross-reference to the relevant portions of the Plan’s summary plan description that provides the same information that
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would be otherwise provided in the notice and that has been provided (or is concurrently provided) to persons entitled to the notice.
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Information required by clauses (B), (C) and/or (D) may be provided by cross-reference to the relevant portions of the Plan’s summary plan description that provides the same information that would be otherwise provided in the notice and that has been provided (or is concurrently provided) to persons entitled to the notice.
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such assets are transferred directly from the exempt funding vehicle of such plan. All such transferred assets shall be valued by the Trustee at their current fair market value at the date of transfer and shall be allocated to the account(s) under this Plan of each Participant on whose behalf transferred which corresponds to the account(s) under such other plan from which transferred as determined by the Employer. All such transferred assets shall be held by the Trustee as part of the Fund to provide benefits under the Plan.
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(adjusted in each case for any income or loss in value, if any, allocable thereto) for the Plan Year which are included in the Annual Additions taken into account under the provisions of ARTICLE XX to the extent necessary to achieve compliance with the 415 Limitations described in ARTICLE XX. After the return to such Participant of any After-tax, Roth and Pre-tax Contributions pursuant to the preceding sentence, any reallocation made in accordance with this paragraph shall be made first from the Employer Base Contributions and forfeitures allocated to him, then from Employer Regular Matching Contributions allocated to him, then from Safe Harbor or QACA Safe Harbor Contributions allocated to him, and lastly from Employer Top Heavy Contributions allocated to him for such Plan Year. If a Participant’s After-tax, Roth and/or Pre-tax
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Contributions are returned pursuant to the foregoing, such contributions shall nevertheless still be considered made for any benefit accrual requirements contingent thereon.
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In no event shall any contributions or forfeitures be allocated to that part of a Participant’s Employer Base Active Account or his Employer Regular Matching Active Account which has been so suspended, but such unallocated portion shall nevertheless be adjusted to reflect the increases or decreases in the value of the Fund pursuant to paragraph 4.6.
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The Participant’s non-forfeitable interest in any unallocated portion of his Employer Base Active Account or his Employer Regular Matching Active Account at any relevant time shall equal the excess of:
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successor system or program thereto, or pursuant to any other available guidance from the Internal Revenue Service or U. S. Department of the Treasury.
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the Accrued Benefit of such Participant shall be fully vested and non-forfeitable.
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If a Participant incurs a forfeiture due to a cash-out and again becomes an Employee (the date which is referred to herein as the “Re-Employment Date”), an amount equal to such forfeited account balance (without increase or decrease for gain or loss in the Fund after the forfeiture) shall be restored to his Employer Base Active Account or Employer Regular Matching Active Account through a Supplemental Contribution made by the Employer for such Plan Year in which both:
For purposes of this subparagraph, a Participant who has no non-forfeitable interest in his Accrued Benefit (other than his Voluntary Deductible Account), shall be deemed to have been cashed-out pursuant to the provisions of this paragraph upon his ceasing to be an Employee and shall be deemed to have repaid such cashed-out benefit upon his Re-Employment Date provided that such Re-Employment Date occurs before his restoration right expires. In the event of a forfeiture due to a cash-out, after a Participant’s restoration right expires, or in the event of a forfeiture due to other reasons, after a Participant’s forfeiture date, his remaining non-forfeitable Employer Active Account shall be designated as or added to his Employer Base Non-Forfeitable Account or Employer Regular Matching Non-Forfeitable Account and no further allocations of contributions or forfeitures shall be made to such account.
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For purposes hereof, a representative of the Plan is any officer of the Employer, the Administrator or any other person designated as such in writing by any of the foregoing.
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Clause (v)(B) of this subparagraph shall not apply unless the distribution occurring by reason of an event described therein is a Lump Sum Payment (as defined in paragraph 8.4).
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For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable life expectancy or distribution period in the Single Life Table or Joint and Last Survivor Table in Section 1.401(a)(9)-9 of the Treasury regulations (but with any non-spouse individual Beneficiary being deemed to be ten (10) years younger than the Participant), and such life expectancies and the applicable term certain for Periodic Installments shall not be redetermined except as required pursuant to Section 401(a)(9) of the Code. If a Participant elects a Joint and 50% Spouse Survivor Annuity or a Joint and 75% Spouse Survivor Annuity form of payment and his Spouse dies before the Participant’s Annuity Starting Date, such form of payment shall not be given effect and such Participant’s Accrued Benefit shall be paid in the form otherwise applicable to or subsequently elected by him.
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For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable life expectancy or distribution period in the Single Life Table or Joint and Last Survivor Table in Section 1.401(a)(9)-9 of the Treasury regulations (but with any non-spouse individual Beneficiary being deemed to be ten (10) years younger than the Participant), and such life expectancies and the applicable term certain for Periodic Installments shall not be redetermined except as required pursuant to Section 401(a)(9) of the Code.
For purposes hereof, life expectancies shall be determined at the time such Accrued Benefit becomes payable on the basis of the applicable expected return multiples under Section 72 of the Code, and life expectancies and the applicable term certain for Periodic Installments shall not be redetermined.
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Notwithstanding the foregoing, with respect to any portion of the distributions from this Plan that consists of a Participant’s Roth Account, an “eligible retirement plan” means an individual retirement plan described in Section 408A of the Code (sometimes referred to as a Roth IRA), a qualified trust described in Section 401(a) of the Code that accepts the prospective recipient’s eligible rollover distribution consisting of Roth Contributions and an annuity contract described in Section 403(b) of the Code that accepts the prospective recipient’s eligible rollover distribution consisting of Roth Contributions.
A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be paid only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred and earnings thereon, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. Such portion may also be paid to an annuity contract described in Section 403(b) of the Code or a qualified defined benefit plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred and earnings thereon, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.
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It is intended that the automatic rollover provisions of the Plan satisfy the safe harbor therefore under Department of Labor regulations section 2550.404a-2, and such provisions shall be interpreted and administered in accordance therewith.
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For purposes hereof, a representative of the Plan is any officer of the Employer, the Administrator or any other person designated as such in writing by any of the foregoing.
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Notwithstanding the foregoing, if elected by the Employer in Option 10.3(b) of the Adoption Agreement, the Cash–Out Limit or the lower maximum mandatory cash out amount described in Option 10.3(a) of the Adoption Agreement shall be determined without taking a Participant’s Rollover Account into account.
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(I) | If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either provide the specific rule, guideline, protocol or other similar criterion, or provide a statement that such a rule, guideline, |
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protocol or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the claimant or his duly authorized representative upon request in writing, and
(II) | If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that such explanation will be provided free of charge upon request in writing. |
(I) | Provide a discussion of the decision, including an explanation of the basis for disagreeing with or not following the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant, the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination, or a disability determination regarding the claimant presented by the claimant to the Plan made by the Social Security Administration, |
(II) | If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that such explanation will be provided free of charge upon request in writing |
(III) | Explain the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such a rule, guideline, protocol or other similar criteria of the Plan do not exist, |
(IV) | Provide a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits. |
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(I) | Providing for a review that does not afford deference to the initial claim denial and that is conducted by an appropriate named fiduciary of the Plan who is neither the individual who made the claim denial that is the subject of the review, nor the subordinate of such individual, |
(II) | In making its decision on a review of any claim denial that is based in whole or in part on a medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, consulting with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment, |
(III) | Providing to the claimant or his authorized representative the identification of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the claim denial that is the subject of the review, without regard to whether the advice was relied upon in making the benefit determination, |
(IV) | Ensuring that the health care professional engaged for purposes of a consultation under clause (iv)(B)(II) of this subparagraph shall be an individual who is neither an individual who was consulted in connection with the claim denial that is the subject of the review, nor the subordinate of any such individual. |
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(I) | Before issuing an adverse benefit determination on review, the Administrator shall provide the claimant, free of charge, before issuing an adverse benefit determination on review, with any new or additional evidence considered, relied upon, or generated by the Plan or other person making the benefit determination (or at the direction of the Plan, such other person) in connection with the claim; such evidence must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided under paragraph 8.10(b) to give the claimant a reasonable opportunity to respond prior to that date, and |
(II) | Before the Plan can issue an adverse benefit determination on review based on a new or additional rationale, the Administrator shall provide the claimant, free of charge, with the rationale; the rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date. |
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(I) | If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, either provide the specific rule, guideline, protocol or other similar criterion, or provide a statement that such a rule, guideline, protocol or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the claimant or his duly authorized representative upon request in writing, |
(II) | If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that such explanation will be provided free of charge upon request in writing, and |
(III) | Provide the following statement (if applicable and appropriate): “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.” |
(I) | Provide a discussion of the decision, including an explanation of the basis for disagreeing with or not following the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant, the views of medical or vocational professionals whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relief upon in making the determination, or a disability determination regarding the claimant presented by the claimant to the Plan made by the Social Security Administration, |
(II) | If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either provide an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or provide a statement that |
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such explanation will be provided free of charge upon request in writing, and
(III) | Provide the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination, or a statement that such rules, guidelines, protocols, standards or other similar criteria do not exist, |
(IV) | Include a statement of the claimant’s right to bring a civil action in state or federal court under Section 502(a) of the Act following the adverse determination on review, and any applicable contractual limitations period that applies to the claimant’s right to bring such an action, including the calendar date on which the contractual limitations period expires for the claim. |
The Administrator’s decision made in good faith shall be final.
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For purposes of this clause (ii) of this subparagraph and subparagraph 8.13(e), distributions are considered to begin on the Participant’s required beginning date (or if clause (ii)(D) above applies, the date distributions are required to begin to the surviving spouse under clause (ii)(A) above). If annuity payments irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under clause (ii)(A) above), the date distributions are considered to begin is the date distributions actually commence.
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(I)The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.
(II)If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.
(III)If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.
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which the Administrator deems appropriate to relieve such hardship.
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The immediate and heavy need requirement shall be considered satisfied if the need is on account of a hardship described in clauses (A), (C) or (E) above experienced by the Participant’s Beneficiary. For purposes hereof, the Beneficiary must be a primary Beneficiary designated by the Participant on a form that is on file with the Administrator on both the date the application for the hardship is submitted and the date the distribution is made and who has an unconditional right to all or a portion of the Participant’s Account under the Plan upon the Participant’s death.
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The Participant contribution suspension requirement of clause (ii)(D) is hereby imposed on any Severe Hardship withdrawal or similar hardship authorized in any other qualified plan maintained by the Employer and shall be deemed agreed to by any Participant requesting a Severe Hardship withdrawal or such other similar hardship withdrawal.
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Any such different scheme or designation rights shall be communicated to Participants as part of the withdrawal application materials provided to Participants on request or in any other manner determined by the Administrator.
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and with respect to each of the foregoing, the Insurer shall be fully indemnified and protected in relying upon the advice and direction of the Trustee.
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upon or incurred by the Trustee by virtue of any such amendment and/or transfer, whether such claims, liabilities or expenses result from claims of Employees, Participants, Beneficiaries or any other person, entity or governmental agency or body.
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to participate in this master plan known as the State Bankers Association Master Defined Contribution Plan and its related Trust, the Plan shall be considered an individually designed plan, and as soon as administratively feasible, all assets of the Fund attributable to the Plan of the Employer shall be removed from any common trust fund composed of asset attributable to other employers adopting this master plan.
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provisions of the preceding sentence are subject to the diversification rights required by Section 401(a)(35) of the Code and described in paragraph 17.18. Notwithstanding the foregoing, contributions made by the Employer in Stock shall only be permitted to the extent that such contribution does not constitute a prohibited transaction under Section 4975 of the Code.
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Fiduciary with respect to Stock or by reason of any inaction on the Trustee or Custodian’s part to the extent its investment powers have been limited by any such direction. The Employer and the Named Fiduciary with respect to Stock shall be governed by the powers and restrictions imposed on the Trustee in its exercising its investment direction rights hereunder.
For purposes hereof, a “tender offer” is intended to include any acquisition proposal which does not require voting rights with respect to Stock to be exercised.
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Such direction may include, but shall not be limited to, an instruction to vote such Stock or to accept or reject such tender offer based on the manner in which such rights with respect to a majority (or some other specified percentage or fraction) of shares of Stock with respect to which such voting or tender acceptance or rejection rights are passed through to Participants are exercised.
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complies with the leave procedures required under the Employer’s leave policies and the Family and Medical Leave Act. If Elapsed Time is used, the 12 consecutive month period that constitutes a Year of Broken Service will not begin until the first anniversary of the first date of absences.
then the Employee shall be credited with that number of Hours of Service which would normally have been credited to the Employee during such absence but for such absence or, if the Employee’s otherwise credited Hours of Service cannot be readily determined, with eight (8) Hours of Service per day of such absence, except that the total number of Hours of Service so credited shall not exceed that number needed to avoid incurring a Year of Broken Service. Such Hours of Service shall be credited either for the applicable year in which the absence from work begins, if the Employee would be prevented from receiving a Year of Broken Service for such year solely because such periods of absence are treated as Hours of Service as provided in this subparagraph, or in the immediately following year, in any other case. Notwithstanding the foregoing, no credit for Hours of Service shall be given under this subparagraph unless the Employee furnishes to the Administrator such timely information as the Administrator may reasonably require to establish that the absence from work is for one of the foregoing reasons or purpose and the number of days for which there was such an absence.
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(a)The total excess amount allocated as of such date, times
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(b)The ratio of (i) the Annual Additions allocated to the Participant for the Limitation Year as of such date under this Plan to (ii) the total Annual Additions allocated to the Participant for the Limitation Year as of such date under this and all the other qualified master or prototype defined contribution plans.
For this purpose, any excess amount applied under paragraph 4.5 of the Plan and subparagraphs 20.2(c) and 20.3(f) in the Limitation Year to reduce Employer contributions will be considered Annual Additions for such Limitation Year.
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The compensation limitation referred to in clause (ii) shall not apply to any contribution for medical benefits (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition under Section 415(l)(1) or 419A (d)(2) of the Code. If a short Limitation Year is created because of an amendment changing the Limitation Year to a different 12-consecutive month period, the Maximum Permissible Amount will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:
Number of months in the short Limitation Year
12
If the Plan is terminated as of a date other than the last day of a Limitation Year, the Plan is deemed to have been amended to change the Limitation Year and the Maximum Permissible Amount shall be prorated for the resulting short Plan Year.
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(I)Two hundred percent (200%) of the Average Deferral Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year, or
(II)Two (2) percentage points over the Average Deferral Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year.
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(I)QNECs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater for any Non-Highly Compensated Employee than the product obtained by multiplying the Non-Highly Compensated Employee’s Eligible Compensation multiplied by the greater of (a) five percent (5%) (or ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) or (b) two times the representative contribution rate (as defined in Inc. Tax Regs. Section 1.401(k)-2(a)(6)(iv)(B)).
(II)QMACs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater than the greatest of (a) five percent (5%) (or, if permitted, ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) of the Non-Highly Compensated Employee’s Eligible Compensation, (b) the sum of the Non-Highly Compensated Employee’s Pre-tax Contributions, Roth Contributions, After-tax Contributions, employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate Matching Contributions or other matching contributions), or (c) the product obtained by multiplying (1) the sum of the Non-Highly Compensated Employee’s Pre-tax Contributions, Roth Contributions, After-tax Contributions, employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate Matching Contributions or other matching
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contributions) by (2) two times the representative matching rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(5)(ii)(B)).
(III)Any other elective deferrals under a cash or deferred arrangement described in Section 401(k) of the Code.
(I)It is allocated as of a date within the Plan Year (which generally means that it is not contingent upon the Employee’s participation in the plan or arrangement or performance of services on any date subsequent to that date and that is actually paid to the funding vehicle of the plan or arrangement no later than the end of the 12-month period immediately following such Plan Year).
(II)In the case of a Pre-tax Contribution, Roth Contribution and any other elective deferral, it either relates to compensation that either would have been received by the Employee in such Plan Year but for his election to contribute to the plan or arrangement or is attributable to services performed by the Employee in the Plan Year, and but for the Employee’s election to contribute to the plan or arrangement, would have been received by the Employee within two and one-half (2-1/2) months after the end of such Plan Year.
(III)In the case of a QNEC or a QMAC, it is not used to satisfy the safe harbor contribution requirement for use of the alternative method of non-discrimination testing under Section 401(k)(12) of the Code or for use of the alternative method of non-discrimination testing under Section 401(m)(11) of the Code.
(I)It is an elective deferral under a safe harbor plan that satisfies the alternative method of non-discrimination testing under Section 401(k)(12) of the Code.
(II)It is a Catch-up Elective Deferral.
(III)It is made by reason of a Participant’s qualified military service pursuant to Section 414(u) of the Code.
(IV)It is withdrawn pursuant to the provisions of paragraph 9.12.
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Notwithstanding the foregoing, in no case shall the amount of Excess Deferral Contributions recharacterized with respect to any Highly Compensated Employee exceed the amount of his Pre-tax Contributions Roth Contributions and other elective deferrals. When Excess Deferral Contributions for the Highly Compensated Employees cannot be recharacterized, such Excess Deferral Contributions (as adjusted for income or loss thereon) shall be distributed in a “corrective distribution” to the Highly Compensated Employees at such time as the Administrator shall determine but in no event later than twelve (12) months after the end of the Plan Year for which made. Notwithstanding the time period described above for the distribution, any amounts distributed more than two and one-half (2-1/2) months after the end of the Plan Year (6 months after the end of the Plan Year in the case of a Plan that has elected Option 6.2(b) of the Adoption Agreement and all Participants are covered by the EACA) may be subject to the ten percent (10%) excise tax imposed on the Employer by Section 4979 of the Code.
Step A. The total dollar amount of all Excess Deferral Contributions calculated as provided in subparagraph 21.2(b) must be eliminated.
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Step B. The Deferral Contributions of the Highly Compensated Employee with the highest dollar amount of Deferral Contributions must be reduced by the amount required to cause that Highly Compensated Employee’s Deferral Contributions to equal the dollar amount of the Deferral Contributions of the Highly Compensated Employee with the next highest dollar amount of Deferral Contributions. This amount is then eliminated for the Highly Compensated Employee with the highest dollar amount. However, if a lesser reduction, when added to the total dollar amount already eliminated under this step, would equal the total Excess Deferral Contributions, the lesser reduction amount is eliminated.
Step C. If the total amount distributed is less than the total Excess Deferral Contributions, step B is repeated.
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(I)Two hundred percent (200%) of the Average Contribution Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year, or
(II)Two (2) percentage points over the Average Contribution Percentage for the Eligible Participants who are Non-Highly Compensated Employees for the Applicable Plan Year.
(I)Employee contributions to the defined contribution portion of a plan described in Section 414(k) of the Code.
(II)Employee contributions to a qualified cost-of-living arrangement described in Section 415(2)(B) of the Code, without regard to the requirement that contributions be allocated to a separate account to which attributable earnings are allocated.
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(III)Employee contributions applied to the purchase of whole life insurance protection or survivor benefit protection under a defined contribution plan.
(IV)Amounts attributable to excess contributions as defined for purposes of Section 401(k) of the Code which are recharacterized as after-tax employee contributions (other than Roth Contributions).
(V)Employee contributions to a contract described in Section 403(b) of the Code.
Notwithstanding the foregoing, after-tax employee contributions do not include Roth Contributions, loan repayments, cash-out buy-backs, qualifying rollover contributions, employee contributions which are transferred to a plan or any other amounts which are excluded from such term under Section 401(m) of the Code.
(I)QNECs contributed during, or no later than the end of the 12-month period following the end of, the Applicable Plan Year to the extent that such contributions satisfy the requirements of Section 401(a)(4) of the Code and are not greater for any Non-Highly Compensated Employee than the product obtained by multiplying the Non-Highly Compensated Employee’s Eligible Compensation multiplied by the greater of (a) five percent (5%) (or ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) or (b) two times the representative contribution rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(6)(v)(B)).
(II)Any elective deferrals under a cash or deferred arrangement described in Section 401(k) of the Code other than elective deferrals under a safe harbor plan that satisfies the alternative method of non-discrimination testing under Section 401(k)(12) or 401(k)(13) of the Code, elective deferrals that are Catch-up Elective Deferrals, elective deferrals made by reason of a Participant’s qualified military service pursuant to Section 414(u) of the Code and elective deferrals withdrawn pursuant to paragraph 9.12 of the Plan.
(I)In the case of an after-tax employee contribution it is actually paid to the funding vehicle of the plan or an agent of the plan who remits the contribution to the funding vehicle within a reasonable time.
(II)In the case of a matching contribution, it is allocated as of a date within the Plan Year, it is actually paid to the funding vehicle of the plan no later than the end of
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the 12-month period immediately following such plan year and it is made on behalf of the Employee’s elective deferrals or employee contributions for the plan year, and the aggregate matching contributions taken into account do not exceed the greatest of (a) five percent (5%) (or, if permitted, ten percent (10%) if made in connection with the Employer’s obligation, if any, to pay a prevailing wage under the Davis-Bacon Act, Public Law 71-798, Service Contract Act of 1965, Public Law 89-286, or similar legislation) of the Non-Highly Compensated Employee’s Eligible Compensation, (b) the sum of the Non-Highly Compensated Employee’s employee after-tax contributions and elective deferrals (counting only such types of contributions which may generate matching contributions), or (c) the product obtained by multiplying (1) the sum of the Non-Highly Compensated Employee’s employee after-tax contributions and other elective deferrals (counting only such types of contributions which may generate matching contributions) by (2) two times the representative matching rate (as defined in Inc. Tax Regs. Section 1.401(m)-2(a)(5)(ii)(B)).
(III)In the case of a QNEC, it is allocated as of a date within the Plan Year (which generally means that it is not contingent upon the Employee’s participation in the plan or arrangement or performance of services on any date subsequent to that date and that is actually paid to the funding vehicle of the plan or arrangement no later than the end of the 12-month period immediately following such Plan Year), and
(IV)In the case of an elective deferral, it either relates to compensation that either would have been received by the Employee in such Plan Year but for his election to contribute to the plan or arrangement or is attributable to services performed by the Employee in the Plan Year, and but for the Employee’s election to contribute to the plan or arrangement, would have been received by the Employee within two and one-half (2-1/2) months after the end of such Plan Year.
(V)In the case of a QNEC or a QMAC, it is not used to satisfy the safe harbor contribution requirement for use of the alternative method of non-discrimination testing under Section 401(k)(12) of the Code or for use of the alternative method of non-discrimination testing under Section 401(m)(11) of the Code.
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Notwithstanding the time period described above for the return of Excess Aggregate Contributions, any amounts distributed more than two and one-half (2-1/2) months after the end of the Plan Year (6 months after the end of the Plan Year in the case of a Plan that has elected Option 6.2(b) of the Adoption Agreement and all Participants are covered by the EACA) may be subject to the ten percent (10%) excise tax imposed on the Employer by Section 4979 of the Code.
Step A. The total dollar amount of all Excess Aggregate Contributions calculated as provided in subparagraph 21.3(b) must be eliminated.
Step B. The Aggregate Contributions of the Highly Compensated Employee with the highest dollar amount of Aggregate Contributions must be reduced by the amount required to cause that Highly Compensated Employee’s Aggregate Contributions to equal the dollar amount of the Aggregate Contributions of the Highly Compensated Employee with the next highest dollar amount of Aggregate Contributions. This amount is then eliminated for the Highly Compensated Employee with the highest dollar amount. However, if a lesser reduction, when added to the total dollar amount already eliminated under this step, would equal the total Excess Aggregate Contributions, the lesser reduction amount is eliminated.
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Step C. If the total amount eliminated is less than the total Excess Aggregate Contributions, step B is repeated.
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FIRST AMENDMENT TO
STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(June 2020)
Basic Plan Document No. 02
Pursuant to subparagraph 14.1(b) of the Plan, the Board of Directors of the Virginia Bankers Association Benefits Corporation hereby adopts the following amendment to Basic Plan Document No. 02 (June, 2020):
The letter of acceptability issued by the Internal Revenue Service does not address these provisions.
1. A new subparagraph 3.4(c) is added to the Plan, effective March 27, 2020, to read as follows:
3.4(c)During the calendar years 2020, 2021 and 2022, the Plan will accept any repayment of a COVID-Related Distribution (as described in paragraph 9.15) as a Rollover Contribution by Participant contribution.
2.Clause (iii)(B) of subparagraph 8.1(b) of the Plan is amended, effective January 1, 2020, to read as follows:
(B)The end of the calendar year in which the Participant would have attained the age of seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72); and
3. Clause (ii)(B) of subparagraph 8.3(c) of the Plan is amended, effective January 1, 2020, to read as follows:
(B)Such installments commence not later than:
(I)the end of the first (1st) calendar year following the calendar year in which the Participant’s death occurs in the case such individual Beneficiary is not the Participant’s Spouse or
(II)the later of the end of the calendar year in which the Participant would have attained the age of seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72); or the end of the first (1st) calendar year following the calendar year in which the Participant’s death occurs in the case such individual Beneficiary is the Participant’s Spouse.
4. The clause (ii)(B) of subparagraph 8.7(b) of the Plan is amended, effective January 1, 2020, to read as follows:
(B)A distribution to the extent it is required under the minimum distribution requirement of Section 401(a)(9) of the Code; provided, however, that if an amount would
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have been a required minimum distribution for calendar year 2009 or 2020 but for the waiver of required minimum distributions for calendar year 2009 or 2020 (if applicable to the Plan), then the Administrator may offer the recipient of such distribution a direct rollover to an eligible retirement plan, but the distribution is not subject to federal mandatory income tax withholding if the recipient declines the direct rollover,
5. The flush language at the end of subparagraph 8.13(a) of the Plan is amended to add the following sentences, effective January 1, 2020, to read as follows:
Further and notwithstanding anything to the contrary in this paragraph or elsewhere in the Plan, the Plan shall be operated on the basis that required minimum distributions are waived, and there are no required minimum distributions, for calendar year 2020 as provided in Section 401(a)(9)(I) of the Code.
6.Clause (ii)(A) of subparagraph 8.13(c) of the Plan is amended to add the following sentences, effective January 1, 2020, to read as follows:
(A)If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided in subparagraph 8.13(g), distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2 or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age 70-1/2 after such date, age seventy-two (72), if later.
7. Clause (v) of subparagraph 8.13(f) of the Plan is amended, effective January 1, 2020, to read as follows:
(v)“Required Beginning Date” shall mean in the case of a Participant, the later of the first day of April of the calendar year following the calendar year in which the Participant attains the age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72), or retires, except that benefit distributions to a 5-Percent Owner must commence by the first day of April of the calendar year following the calendar year in which the 5-Percent Owner attains the age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019, with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72).
(A)Any Participant who is not a 5-Percent Owner and who reaches age seventy and one-half (70-1/2) while employed by the Employer and on or before December 31, 1998 may elect to begin to receive his non-forfeitable Accrued Benefit at any time after he attains the age of seventy and one-half (70-1/2) and at or before the April 1 of the calendar year following the calendar year in which he attains the age of seventy and one-half (70-1/2). The non-forfeitable Accrued Benefit of a Participant for each Plan Year after his Accrued Benefit commences pursuant to this clause shall commence to be paid as soon as possible after each such Plan Year.
(B)Any Participant attaining the age of 70-1/2 in years prior to 1997 may elect to stop distributions and recommence by the later of the April 1 of the calendar year following the year in which the Participant retires. In such case, the Participant shall have a new Annuity Starting Date upon recommencement.
Notwithstanding the foregoing, no Required Beginning Date will occur in calendar year 2020.
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8. Clause (vi) of subparagraph 8.13(f) of the Plan is amended, effective January 1, 2020, to read as follows:
(vi)“5-Percent Owner” means a Participant is a 5-Percent Owner as defined in section 416(i) of the Code (determined in accordance with section 416 but without regard to whether the plan is top-heavy) at any time during the plan year ending with or within the calendar year in which such owner attains age seventy and one-half (70-1/2) or, in the case of distributions otherwise required to be made after December 31, 2019 with respect to a Participant who would have attained age seventy and one-half (70-1/2) after such date, age seventy-two (72). Once distributions have begun to a 5-Percent Owner under this paragraph, they must continue to be distributed, even if the Participant ceases to be a 5-Percent Owners in a subsequent year.
9. The paragraph 9.9 of the Plan is amended, effective March 27, 2020, to read as follows:
9.9No Withdrawal Restoration. No restoration of amounts withdrawn shall be permitted, except as permitted in paragraph 9.15, if applicable.
10.A subparagraph 9.10(c) of the Plan us amended, effective March 27, 2020, to read as follows:
9.10(c)All loans shall require repayment by substantially level amortization with payments not less frequently than quarterly and shall otherwise be repaid in the manner and within a specified period of time as determined by the Administrator, but in no event to exceed thirty (30) years for “home loans” or five (5) years for all other loans. For purposes hereof a “home loan” is any loan used to acquire any dwelling unit which within a reasonable time is to be used (determined at the time the loan is made) as a principal residence of the Participant. Notwithstanding the foregoing, if elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, the repayment provision described above are modified for any loan outstanding on or after March 27, 2020 to a “Qualified Individual” (as defined in paragraph 9.15) to suspend any required repayment due before December 31, 2020 for a period of one year. Subsequent repayments shall be adjusted to appropriately reflect the period of suspension in the earlier repayment due date and any interest accruing during the delay. The period of the repayment suspension shall be disregarded in applying five (5) year repayment period described above.
11.A new subparagraph 9.10(k) is added to the Plan, effective March 27, 2020, to read as follows:
9.10(k)If elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, in the case of loans made to a “Qualified Individual” (as defined in paragraph 9.15) between March 27, 2020 and September 22, 2020:
(i)The security requirement described in 9.10(a)(i)(A) is revised to provide that not more than one hundred percent (100%) of a Participant’s non-forfeitable Accrued Benefit (exclusive of his Voluntary Deductible Account) may be considered adequate security for such purpose; and
(ii)The limitation on the amount of outstanding loans from the Plan and all other qualified employer plans of the Employer and of each Affiliate as set forth in clauses (A) and (B) of subparagraph 9.10(a)(v) are replaced with $100,000 and one hundred percent (100%) of the sum of the Participant’s non-forfeitable Accrued Benefit (exclusive of his Voluntary Deductible Account) under this Plan, respectively.
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12.A new paragraph 9.15 is added to the Plan, effective March 27, 2020, to read as follows:
9.15COVID -Related Distributions.
9.15(a)If elected by the Employer in the Amendment to the Adoption Agreement dated June, 2020, effective for the calendar year 2020, “COVID-Related Distributions” (as defined below) shall be available under the Plan to “Qualifying Individuals (as defined below).
9.15(b)For purposes hereof:
(i)A “COVID Related Distribution” means any distribution from the Plan made during the 2020 calendar year to a Qualifying Individual. Such distribution shall not exceed $100,000 from the Plan and all other qualified employer plans of the Employer and of each Affiliate.
(ii)A “Qualifying Individual” means an individual:
(A)who was diagnosed with the coronavirus disease 2019 (COVID-19) by a test approved by the Center for Disease Control;
(B) whose spouse or dependent (as defined in Section 152 of the Code) with such virus or disease by such test; or
(C) who experiences adverse financial consequences as a result of being quarantined; being furloughed or laid off; or having work hours reduced due to such virus or disease; being unable to work due to lack of child care due to such virus or disease; closing or reducing hours of a business owned or operated by the individual due to such virus or disease; or such other factors as determined by the Secretary.
(iii)The Administrator may rely on the Participant’s certification that he satisfies the conditions described above in determining whether any distribution is a COVID-Related Distribution.
This First Amendment is adopted by the Board of Directors of the Benefits Corporation on this 25th day of May, 2021. Employers adopting the Plan shall be notified of this amendment in writing, and a copy of this amendment shall be provided to each.
VIRGINIA BANKERS ASSOCIATION
BENEFITS CORPORATION
Plan Sponsor
By: /s/ Tom Cherry (SEAL)
Its Chairman
Attest: /s/ Laurie Milligan
Its COO
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SECOND AMENDMENT TO
STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(June 2020)
Basic Plan Document No. 02
Pursuant to subparagraph 14.1(b) of the Plan, the Board of Directors of the Virginia Bankers Association Benefits Corporation hereby adopts the following amendment to Basic Plan Document No. 02 (June, 2020):
The letter of acceptability issued by the Internal Revenue Service does not address these provisions.
Amendments Relating to Hardship Withdrawal Provisions.
1. | The introductory sentence of subparagraph 3.2 of the Plan is amended through the colon, effective January 1, 2019, to read as follows: |
Subject to applicable suspensions as provided in subparagraph 4.11(e) (effective for Plan Years beginning on or after January 1, 2009) and, effective prior to January 1, 2019, in ARTICLE IX, Participants may make Contributions as follows:
2. The subparagraph 3.5(a) of the Plan is amended, effective January 1, 2019, to read as follows:
3.5(a)A Participant’s contributions which may be made by payroll deposit shall commence to be made starting as of the effective date of his application to make such contribution. A Participant who is an Eligible Employee may commence making payroll deposit contributions initially as of the date he first becomes a Participant and thereafter he may commence, terminate, change the rate or type or recommence (subject however to the provisions of clause (ii) of subparagraph 9.6(b) in the case of contributions prior to January 1, 2019) and paragraph 4.11(e)), his payroll deposit contributions as of the first day of any payroll period, the first day of any calendar month, the first day of any calendar quarter, or the first day of any Plan Year, as permitted by the Employer in Option 6.5 of the Adoption Agreement, by delivering a written payroll deposit election form to the Administrator no later than twenty (20) days (or such shorter period as the Administrator may permit on a uniform and non-discriminatory basis) before such first day and prior to the time the amounts in question are payable or otherwise made available to the Participant.
3. The subparagraph 3.5(c) of the Plan is amended, effective January 1, 2019, to read as follows:
3.5(c)If a Participant ceases to be an Eligible Employee, his contributions to the Plan shall cease to be made. Except as otherwise prohibited by clause (ii) of subparagraph 9.6(b) in the case of contributions prior to January 1, 2019 and subparagraph 4.11(e), if such individual again becomes an Eligible Employee, he shall again be entitled to recommence his payroll deposit contributions at a rate designated by him as of the first payroll period of any succeeding calendar quarter by delivering a new written payroll deposit election form to the Administrator no later twenty (20) days (or such shorter period as the Administrator may permit on a uniform and non-discriminatory basis) before its effective date and prior to the time that the amounts in question are payable or otherwise made available to the Participant.
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4. Paragraph 9.6 of the Plan is amended, effective January 1, 2019 and as otherwise stated herein, to read as follows:
9.6Hardship Withdrawals from Pre-tax, Roth and/or Employer Safe Harbor Accounts.
9.6(a)If permitted by the Employer as indicated in Option 10.1(e) of the Adoption Agreement, a Participant who is employed by the Employer and who suffers a Severe Hardship may, upon written request approved by the Administrator, make a hardship withdrawal of all or that portion of the balance in his Pre-tax Account and his Roth Account (without distinction between contribution or earnings) which the Administrator deems appropriate to relieve such hardship.
Prior to August 1, 2021, hardship withdrawals were permitted only from:
(i)The balance of his Pre-tax Account and/or his Employer Safe Harbor Account as of the end of the last Plan Year beginning before January 1, 1989 plus
(ii)His Pre-tax Contributions made for Plan Years beginning after December 31, 1988 and his Roth Matched Contributions (each without regard to earnings thereon) then considered held in his Pre-tax Account and his Roth Account, respectively.
9.6(b)“Severe Hardship” of a Participant for purposes of this paragraph shall be determined by the Administrator upon review of each situation and in accordance with the following objective standard and shall mean an immediate and heavy need for financial assistance in meeting obligations incurred or to be incurred by the Participant, taking into account the Participant’s other reasonably available resources, as provided below. A Severe Hardship shall be considered to exist only where the conditions of both of the following clauses (i) and (ii) are satisfied:
(i)The immediate and heavy need requirement shall be considered satisfied only where the need is on account of any of the following:
(A)Expenses for (or necessary to obtain) medical care (to the extent not reimbursable or compensable by any plan, program, insurance or otherwise) that would be deductible to the Participant under Section 213(d) of the Code (determined without regard to whether the expenses exceed seven and one-half percent (7.5%) of adjusted gross income).
(B)Costs directly related to the acquisition (excluding mortgage payments) of a dwelling unit which within a reasonable time is to be used (determined at the time the withdrawal is made) as the principal residence of the Participant.
(C)Payment of tuition, related educational expenses and room and board for the next 12-months of post-secondary education for the Participant, the Participant’s spouse, the Participant’s children or any of the Participant’s dependents (as defined in Section 152 of the Code, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the Code).
(D)Payments necessary to prevent the eviction of the Participant from his principal residence or the foreclosure on the mortgage of the Participant’s principal residence.
(E)Payment of burial or funeral expenses of any of the Participant’s deceased parent, spouse, children or other dependents (as defined in Section 152 of the Code without regard to Section 152(d)(1)(B) of the Code).
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(F)Payment of expenses for repair of damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Section 165 of the Code (determined without regard to Section 165(h)(5) of the Code and whether the loss exceeds ten percent (10%) of adjusted gross income).
(G)Effective for disasters occurring after August 1, 2021, expenses and losses (including loss of income) incurred by a Participant on account of a disaster declared by the Federal Emergency Management Agency (FEMA) under the Robert T. Stafford Disaster Relief and Emergency Assistance Act, provided that the Participant’s principal residence or principal place of employment at the time of the disaster was located in the area designated by FEMA for individual assistance with respect to the disaster.
The immediate and heavy need requirement shall be considered satisfied if the need is on account of a hardship described in clauses (A), (C) or (E) above experienced by the Participant’s Beneficiary. For purposes hereof, the Beneficiary must be a primary Beneficiary designated by the Participant on a form that is on file with the Administrator on both the date the application for the hardship is submitted and the date the distribution is made and who has an unconditional right to all or a portion of the Participant’s Account under the Plan upon the Participant’s death.
(ii)The distribution is necessary to satisfy the immediate and heavy need only when all of the following occur:
(A)The distribution from the Plan does not exceed the amount of the immediate and heavy need plus the projected federal, state or local income tax liability or penalties reasonably anticipated to be levied with respect to the amount to be withdrawn (taking into account the following described currently available funds).
(B)The Participant has obtained all currently available distributions (including distributions of ESOP dividends under Section 404(k) of the Code), other than Severe Hardship under this Plan and comparable hardship distributions under other qualified plans, under this Plan and all other qualified plans maintained by the Employer.
(C)Effective January 1, 2020, the Participant represents that he has insufficient case or other liquid assets to satisfy the need.
(D)Effective for Plan Years beginning before January 1, 2019, the Participant agrees to a suspension of his Elective Deferrals (as defined in clause (iv) of subparagraph 21.1(b)) and his After-tax Contributions to this Plan) and all his employee contributions including Catch-up Contributions (other than mandatory employee contributions to a defined benefit plan and rollover contributions to any plan) to this Plan and all other qualified plans and non-qualified plans of deferred compensation (other than health or welfare benefit plans) maintained by the Employer, including, but not limited to stock option, stock purchase and similar plans, for a period of six (6) months after receipt of a Severe Hardship, and all applicable plans so provide or the Participant’s contributions to such applicable plans are otherwise so suspended under the terms of a legally enforceable agreement.
Effective for Plan Years beginning before January 1, 2019, the Participant contribution suspension requirement of clause (ii)(D) is hereby imposed on any Severe Hardship withdrawal or similar hardship authorized in any other qualified plan maintained by the Employer and shall be deemed agreed to by any Participant requesting a Severe Hardship withdrawal or such other similar hardship withdrawal.
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9.6(c)Effective for Plan Years beginning before January 1, 2019, the Participant contribution suspension referred to in clause (ii)(D) of subparagraph 9.6(b) shall be imposed for the applicable period beginning on the first day of the payroll period next following the date of withdrawal. For purposes hereof, separate periods of suspension under this paragraph shall run concurrently.
9.6(d)A Participant who is an Eligible Employee may recommence his contributions to the Plan after his applicable period of suspension imposed under clause (ii)(D) of subparagraph 9.6(b) has expired on the first day of any calendar quarter thereafter or January 1, 2019, if earlier, by his delivering a new payroll deposit election form to the Administrator at least thirty (30) days (or such shorter period as the Administrator on a uniform and non-discriminatory basis may determine) prior to the date it is to become effective, designating the date, rate and type or types of such recommencement of contributions. However, if the Employer has elected in Option 6.2 or 6.3 of the Adoption Agreement to provide a “deemed election” of Pre-tax Contributions or Roth Contributions, then such Participant’s Pre-tax Contributions or Roth Contributions shall recommence automatically on the first day of the calendar month following the expiration of the suspension at the level in effect prior to the suspension. Otherwise contributions will not automatically recommence.
9.6(e)Effective for Plan Years beginning before January 1, 2019, for purposes hereof, unless otherwise provided in the applicable asset transfer, plan merger or consolidation or adoption agreement, the remaining period of any suspension from participation under any plan which is merged into this Plan at the time of such merger shall be considered a period of suspension under this paragraph during which Participants may not contribute to the Plan.
This Second Amendment is adopted by the Board of Directors of the Benefits Corporation on this31st day of August, 2021. Employers adopting the Plan shall be notified of this amendment in writing, and a copy of this amendment shall be provided to each.
VIRGINIA BANKERS ASSOCIATION
BENEFITS CORPORATION
Plan Sponsor
By: /s/ Thomas Cherry (SEAL)
Its Chairman
Attest:
Its
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Exhibit 99.2
STATE BANKERS ASSOCIATION
MASTER DEFINED CONTRIBUTION PLAN
(As Approved by IRS Letter Dated June 30, 2020)
PROFIT SHARING/CASH OR DEFERRED ARRANGEMENT
ADOPTION AGREEMENT
(Number 001)
If the Employer completing this document has any questions about the adoption of the Plan, the provisions of the Plan or the effect of an Internal Revenue Service opinion letter, he should contact the Virginia Bankers Association Benefits Corporation, 4490 Cox Road, Glen Allen, VA 23060-3341 - telephone (804) 643-7469 during business hours. Failure to properly complete the Adoption Agreement may cause the Plan to be disqualified under Sections 401 or 403(a) of Code, as applicable. If the Virginia Bankers Association Benefits Corporation makes any amendments to the Plan or decide to discontinue or abandon their sponsorship of the Plan, each Employer that has adopted the Plan will be informed.
The Employer must complete a new Adoption Agreement upon first adoption of the Plan. Additionally, upon any modifications to a prior election, making new elections or restatement of the plan, a new Adoption Agreement must be completed.
Each Employer named below hereby adopts the State Bankers Association Master Defined Contribution Plan (Basic Plan Document No. 02) (the “Plan”) and its related Trust through this Profit Sharing/Cash or Deferred Arrangement Adoption Agreement (number 001) (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following specifications and provides the following information relating thereto:
In completing this Adoption Agreement, if additional space is required insert additional sheets.
ADOPTION AGREEMENT CONTENTS
1. | EMPLOYER(S) ADOPTING PLAN. |
1.1 | Name of Employer: Citizens and Farmers Bank |
1.2 | Address of Business Office of Employer: PO Box 391 West Point, VA 23181 |
1.3 | Employer’s Telephone Number: 804-843-2360 |
1.4 | Employer’s EIN: 54-0169510 |
1.5 | Employer’s Tax Year: 31-Dec |
1.6 | Name, Address and Identifying Information of Other Participating Employers Adopting the Plan through this Adoption Agreement: |
C&F Wealth Management, Inc., PO Box 391 West Point, VA, EIN 54-1785848 (6/29/03) |
C&F Financial Corp., PO Box 391, West Point, VA, EIN 54-1680165 (6/29/03) |
C&F Finance Company, 5500 Audubon Dr., Henrico, VA 23231, EIN 54-0544169 (6/30/23) |
1.7 | Are all of the Employers under common control adopting the Plan? |
1.8 | Authorized Representative of Employer: |
Chief Executive Officer of C&F Financial Corporation |
Chief Financial Officer of C&F Financial Corporation |
Chief Human Resources Officer - Bank |
1.9 | The Employer does not intend to allow the Plan to be adopted by unrelated employers as a multiple employer plan unless the Employer selects this option. Article XXII |
o | Option elected. The employer intends to allow the Plan to be adopted by unrelated employers as a multiple employer plan and the results described in ARTICLE XXII shall apply. Any adopting employer shall sign a participation agreement identifying the employer and covered employees in the form attached as Schedule 2 to the Adoption Agreement. |
2. | GENERAL PLAN INFORMATION. |
2.1 | Plan Name: SBA Defined Contribution Plan for Citizens and Farmers Bank |
2.2 | Plan Number: 002 |
2.3 | Name and Address of Administrator: Citizens and Farmers Bank PO Box 391 West Point, VA 23181 |
2.4 | The Plan intended to be a cash or deferred arrangement within the meaning of Section 401(k) of the Code. Is it intended to be paired with a non-qualified deferred compensation |
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plan for a select group of management and highly compensated employees as described in subparagraph 3.5(j) of the Basic Plan Document? Subparagraph 3.5(j) |
o Yesx No
If Yes — Name of non-qualified plan | |
3. | STATUS OF PLAN AND EFFECTIVE DATES. |
Effective Date of Cash or Deferred Arrangement. If applicable, the Effective Date of the cash or deferred arrangement is January 1, 1997. [The date entered may not be prior to the date the initial instrument adopting the arrangement was first executed and deferral elections cannot relate to Compensation payable before the Effective Date of the Cash or Deferred Arrangement.]
In the case of a Restated Plan which prior to the Effective Date of this Restatement was maintained on the basis of a Plan Year beginning on a date other than January 1, the last full prior Plan Year shall begin on ______________ and ending on ___________________________, with the short Plan Year beginning on ___________________________, and ending on December 31, ____. Thereafter, the Plan Year shall be the 12 month period beginning each January 1.
o(a)Initial Establishment. The initial adoption of the Plan by the Employer. [The Effective Date of the Plan cannot be earlier than the first day of the Plan Year in which the initial instrument adopting the Plan is first executed by the Employer]
x(b)Restated Plan. An amendment and restatement of the Adoption Agreement of the Plan by the Employer Plan.
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3.4 | Is the Plan a direct or indirect transferee of a pension plan since the first Plan Year beginning after December 31, 1984? |
o Yesx No
3.5 | No Increase in Benefits for Non Employees Generally. Notwithstanding any provision of the Plan to the contrary, the Accrued Benefit, or non-forfeitable percentage thereof, of any person (or the beneficiary of any person) who is not an Employee or credited with an Hour of Service on or after the Effective Date of this Restatement of the Plan shall not be increased by virtue of this Restatement of the Plan and benefits in pay status as of the Effective Date of this Restatement of the Plan shall not be affected, except as follows: [Enter any exceptions]: |
3.6 | Transitional or Special Provisions: [Enter any transitional or special provisions relating to the Plan as restated] |
Effective upon the consummation of the Agreement and Plan of Reorganization, dated August 13, 2019 by and between C&F Financial Corporation, a Virginia Corporation, and Peoples Bankshares. Inc, a Virginia corporation, pre-tax elections effective as of Dec 31, 2019 by participants in the VBA Defined Contribution Plan for Peoples Community Bank will carryover and be deemed to have been made under the plan. All such participants will be deemed to have made an election (even if zero) in December 2019 for purposes of auto-enrollment / auto-escalation. Effective June 30, 2023 C&F Finance Company SBA Defined Contribution Plan was merged into C&F Bank SBA Defined Contribution Plan.
3.7 | Adoption of Plan by Additional Employers after Effective Date of Plan. The Effective Date(s) of the Plan with respect to C&F Wealth Management and C&F Financial Corporation. |
[Enter name(s) of additional Employer(s) adopting Plan] is (are)
[Enter date(s) Plan is first effective as to additional Employer(s)]. June 29, 2003 and June 29, 2003.
3.8 | Restatement of Existing Plan which was in Existence on January 1, 1974. The Effective Date(s) of the 1976 Restatement of the Plan with respect to |
[Enter name(s) of Employer(s)] is (are)
[Enter the effective date as of which the Plan was first amended to comply with the non-fiduciary provisions of the Employee Retirement Income Security Act of 1974].
4. | SPECIAL DEFINITIONS: MISCELLANEOUS PROVISIONS. |
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Total Compensation shall mean: [Select One]
x(a)The Participant’s Wages Tips, and other Compensation as Reported on Form W-2 as defined in paragraph 1.46(a)(i) of the Plan (that is, earnings as reportable in the Wages, Tips and Other Compensation Box (which since 1993 is Box 1 and before 1993 was Box 10) on the I.R.S. Form W-2 pursuant to Sections 6041, 6051 and 6052 of the Code).
o(b)The Participant’s Section 3401(a) Wages as defined in paragraph 1.46(a)(ii) of the Plan (that is, earnings as defined in Section 3401(a) of the Code for purposes of income tax withholding at the source but determined without regard to any rules that limit the remuneration included based on the nature or location of employment or the services provided.)
o(c)The Participant’s Section 415 Safe-Harbor Compensation as defined in paragraph 1.46(a)(iii) of the Plan.
oElection to Include Nonqualified Unfunded Deferred Compensation for 415 Safe Harbor Compensation. As permitted in the definition of 415 Safe-Harbor Compensation as defined in paragraph 1.46(a)(iii) of the Plan, the employer hereby elects to include amounts received during the year by an Employee prior to severance from employment with the Employer pursuant to a nonqualified unfunded deferred compensation plan.
NOTES:
● | A complete description of each optional definition of Total Compensation is set forth in the Paragraph 1.46 of the Basic Plan Document |
● | Total Compensation includes employee elective salary reduction or similar contributions excluded from the Participant’s gross income for federal tax purposes by reason of Sections 125, 132(f)(4), 402(e)(3) and 402(h)(1)(B) of the Code and employer contributions made pursuant to salary reduction agreements under Section 403(b) of the Code, and deemed Section 125 compensation. |
● | Total Compensation includes regular compensation for service during the Employee’s regular working hours, compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses or similar payments but only such payment would have been paid to the Employee while the Employee continued in employment with the Employer, if paid within 2-1/2 months following severance from employment, or, f later, the last day of the Limitation Year that includes the date of the severance from employment. |
(d) | Special Timing Rule. Paragraph 146(b)(i) Amounts earned but not paid during a Limitation Year solely because of the timing of pay periods and pay dates shall be included in Total Compensation for the Limitation Year when paid unless otherwise checked: |
o | Election to include in year earned. The Employer hereby elects to include such compensation in the Limitation Year in which earned provided (A) the amounts are paid |
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during the first few weeks of the next applicable year, (B) the amounts are included on a uniform and consistent basis with respect to all similarly situated employees, and (C) no compensation is included in more than one Limitation Year.
(e) | Permissible Adjustments to Total Compensation. Paragraph 1.46(b)(iii)-(vii) Total Compensation shall not include other post severance compensation, nonqualified unfunded deferred compensation, amounts paid to an individual who does not currently perform services for the Employer by reason of Qualified Military Service described in paragraph 4.11, post-severance compensation paid to any Participant who is permanently and totally disabled (as defined in Section 22(e)(3) of the Code, or Deemed Section 125 Compensation unless the Employer elects to include some or all post severance compensation as indicated below: [Select items to be included] |
o(i)The Employer elects to include payments for accrued bona fide sick, vacation, or other leave but only if the Employee would have been able to use the leave if employment had continued o but only if paid within 2-1/2 months following severance from employment, or o so long as paid within 2-1/2 months following severance from employment, or, if later, the last day of the Limitation Year that includes the date of the severance from employment. [If elected, select time period for payment.]
o(ii)The Employer elects to include payments under a non-qualified unfunded deferred compensation plan but only if payment would have been made at the same time if the employment had continued but only if included in gross income and o only if paid within 2-1/2 months following severance from employment, or o so long as paid within 2-1/2 months following severance from employment, or, if later, the last day of the Limitation Year that includes the date of the severance from employment. [If elected, select time period for payment.]
o(iii)The Employer elects to include amounts paid to an individual who does not currently perform services for the Employer by reason of Qualified Military Service described in paragraph 4.11.
o(iv)The Employer elects to include post-severance compensation paid to any Participant who is permanently and totally disabled (as defined in Section 22(e)(3) of the Code).
o(v)The Employer elects to include Deemed Section 125 Compensation.
4.2 | Compensation Definition. Paragraph 1.14 For purposes of determining contributions expressed as a percentage of Compensation, Compensation means Total Compensation as defined above for the Plan Year. |
(a) | Notwithstanding the foregoing, the Employer elects to exclude the following types of Compensation from the determination of contributions: |
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| | All Contributions | | Elective Deferrals* and/or After-tax | Regular Matching | Employer Base |
(i) | Reimbursements and other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation and welfare benefits | OR | o | o | o | |
(ii) | Bonus | o | OR | o | o | o |
(iii) | commissions in excess of $__________ | o | OR | o | o | o |
(iv) | overtime | o | OR | o | o | o |
(v) | a long-term incentive compensation plan | o | OR | o | o | o |
(vi) | bona fide sick pay plan cash out | o | OR | o | o | o |
(vii) | a bona fide vacation pay plan cash out | o | OR | o | o | o |
(viii) | Section 132(f) Transportation Fringe benefits | x | OR | o | o | o |
(ix) | Other (Describe) | x | OR | o | o | o |
Remuneration in the form of stock awards or non-forfeitable dividends on restricted stock awards, amounts included in earnings related to distribution from a NQDC Plan. |
● | Compensation used for the determination of Elective Deferrals must also be used for determining any Safe Harbor Contributions, if applicable. |
NOTE: Any exclusion from Compensation other than (i) above will have the effect of removing the Compensation definition from the safe-harbor and therefore must satisfy the nondiscrimination requirements of Treas. Reg. Section 1.414(s)-1(d)(3).
In addition, any exclusion other than (i) above must satisfy the non-discrimination requirements of Treas. Reg. Section 1.401(a)(4)-2.
(b) | Compensation prior to a Participant’s satisfying the eligibility requirements (Complete one or both of the following as applicable): |
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x(i)shall be excluded from the determination of allocations of the following Employer contributions:
x(A)Regular Matching Contributions.
x(B)Employer Base Contributions.
o(ii)shall not be excluded from the determination of allocations of the following Employer contributions:
o(A)Regular Matching Contributions.
o(B)Employer Base Contributions.
(c) | Compensation shall include Compensation from: |
x(i)Participating Employers only.
o(ii)All Employers.
4.3 | Application of Compensation Limit. Paragraph 1.15 The Compensation Limit shall be applied: |
o(a)Pro rata across the number of pay periods in the Plan Year.
x(b)Only after the Participant’s Compensation reaches the Compensation Limit for the Plan Year.
4.4 | Normal Retirement Age. Paragraph 1.33 Normal Retirement Age means: |
x(a)The age of 65 (not to exceed 65), or
o(b)The later of age (not to exceed 65) or the ________ (not to exceed 5th) anniversary of participation in the Plan.
NOTE: In the case of a Plan that is a direct or indirect transferee of a pension plan, the age inserted must be no less than age 55. If an age between 55 and 62 is inserted, no reliance will be afforded by the Opinion Letter that such age is reasonably representative of the typical retirement age for the industry in which the Participants work.
A definition of Normal Retirement Age is required because all Employer contributions become fully vested upon a participant reaching Normal Retirement Age while employed, regardless of the otherwise applicable vesting provisions.
4.5 | Determination of Service. Any determination of Years of Service or Periods of Service shall be made in accordance with the following: |
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| Eligibility Service | Allocation Service | Vesting Service |
Elapsed Time | o Employees for whom hours maintained o Employees for whom hours not maintained o | oAll Employees o Employees for whom hours maintained o Employees for whom hours not maintained o | o All Employees o Employees for whom hours maintained o Employees for whom hours not maintained o |
[Describe other class of Eligible Employees | [Describe other class of Eligible Employees | [Describe other class of Eligible Employees | |
Actual Hours of Service | o All Employees o Employees for whom hours maintained o | o All Employees o Employees for whom hours maintained o | o All Employees o Employees for whom hours maintained o |
[Describe other class of Eligible Employees | [Describe other class of Eligible Employees | [Describe other class of Eligible Employees | |
Hours Equivalency Paragraph 18.1 (Select One) o10 Hours per day o 45 hour hours per week x 95 hours per semi- monthly o 190 hours per month | x All o Employees for whom hours not maintained o | x All o Employees for whom hours not maintained o | x All o Employees for whom hours not maintained o |
[Describe other class of Eligible Employees | [Describe other class of Eligible Employees | [Describe other class of Eligible Employees |
4.6 | Prior Service Credit. |
(a) | Compensation and service with the following entities merged into or acquired by an Employer shall be treated as compensation and service under the Plan as shown below: Paragraph 1.22(c) |
Name of Employer: Central Virginia Bank
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(i) | Compensationo Yesx No |
(ii) | Eligibility x Yeso No |
(iii) | Vestingx Yeso No |
(iv) | Allocation Serviceo Yesx No |
Name of Employer: Peoples Community Bank
(i) | Compensationo Yesx No |
(ii) | Eligibility x Yeso No |
(iii) | Vestingx Yeso No |
(iv) | Allocation Serviceo Yesx No |
(b) | All Eligibility Service and Vesting Service with any employer participating in a multiple employer plan shall be recognized as service with the Employer in determining a Participant’s eligibility and vesting. Paragraph 22.1 |
4.7 | Top Paid Group Election. Paragraph 1.24 The Employers will make the following provisions for determining who is a Highly Compensated Employees (choose none, one or both): |
o(a)In determining who is a Highly Compensated Employees the Employer makes a top-paid group election. The effect of this election is that an Employee with compensation in excess of $120,000 (as adjusted for periods after 2014) for the look-back year is a Highly Compensated Employees only if the Employees was in the top-paid group for the look-back year. Such Top Paid Group Election will be used for Plan Years beginning on or after [Enter a date not earlier than January 1, 2000]
x(b)In determining who is a Highly Compensated Employees the Employer makes a calendar year data election. The effect of this election is that the look-back year is the calendar year beginning with or within the look-back year. The Calendar Year Data Election will be used for Plan Years beginning on or after . [Enter a date not earlier than January, 1, 2000.]
5. | ELIGIBILITY AND PARTICIPATION. |
5.1 | Eligible Employees Defined. Paragraph 1.20 |
Each Employee shall be eligible to participate in the Plan, unless excluded below (check all that apply). Elective Deferrals include Roth Elective Deferrals, if applicable.
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| | All Contributions | | Elective Deferrals* After-tax | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
(a) | No Exclusions | OR | o | o | o | o | |
(b) | Employees covered by a collective bargaining agreement (between Employer and Employees representatives, if retirement benefits were the subject of good faith bargaining). | o | OR | o | o | o | o |
(c) | Nonresident aliens described in Section 410(b)(3)(C) of the Code. | o | OR | o | o | o | o |
(d) | Highly Compensated Employees | o | OR | o | o | o | o |
(e) | Hourly Employees | o | OR | o | o | o | o |
(f) | Leased Employees or other Employees who are not common law employees of the participating Employer | x | OR | o | o | o | o |
(g) | Owner Employees | x | OR | o | o | o | o |
(h) | Self Employed Individuals | x | OR | o | o | o | o |
(i) | Other. | o | OR | o | o | o | o |
[Describe classification. See Note.]. | |||||||
(j) | Individuals who became Employees pursuant to an acquisition or an agreement of merger or similar transaction under Section 410(b)(6)(C) of the Code (these Employees will be excluded during the period beginning on the date of the transaction and ending on a | x | OR | N/A | N/A | N/A | N/A |
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| | All Contributions | | Elective Deferrals* After-tax | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
date that is not later than the last day of the first Plan Year beginning after the date of the transaction. |
* | Eligible Employees used for the determination of Elective Deferrals must also be used for determining Eligible Employees for any Safe Harbor or QACA Safe Harbor Contributions under Option 7.6(b) or 7.6(c). |
NOTE: Any classification described in (i) above may not reference time worked or length of service such as seasonal or temporary. The classification may not be defined in a manner that causes Non-Highly Compensated Employees who are Eligible Employees to be only those with the lowest amounts of Compensation and/or the shortest periods of service or only those that may represent the minimum number of Non-Highly Compensated Employees necessary to satisfy the minimum coverage requirements of Section 410(b) of the Code.
5.2 | Participation. |
Each Eligible Employee is eligible to participate in the Plan on the first Entry Date as defined in Option 5.4 following the completion of the following age and service requirements:
x(a)All Eligible Employees. The following Participation rules apply to all Eligible Employees.
| | All Contributions | | Elective Deferrals | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
(a) | Minimum Age Requirement | | |||||
(i) | No minimum age requirement | o | OR | o | o | o | o |
(ii) | Age 18 (Insert an age from 18-21) If a single annual entry date is used, minimum age cannot exceed 20-1/2 | x | OR | o | o | o | o |
(b) | Service Requirement | | |||||
(i) | No minimum service requirement | o | OR | o | o | o | o |
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| | All Contributions | | Elective Deferrals | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
(ii) | The completion of 1(1,2,3...11) consecutive month periods (measured from the first day of employment and each successive period thereafter), or | x | OR | o | o | o | o |
(ii) | One (l) Year of Eligibility Service; or | o | OR | o | o | o | o |
(iv) | Two (2) Years of Eligibility Service | o | OR | N/A | o | o | o |
o(b)Different Classes of Eligible Employees. The Employer applies different participation requirements for different classes of Eligible Employees:
(i) | The following Participation rules apply to all Eligible Employees other than _____________________ [describe classification of Eligible Employees to which different rules apply, for example seasonal or temporary employees.] |
| | All Contributions | | Elective Deferrals And/or After-tax | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
(a) | Minimum Age Requirement | ||||||
(i) | No minimum age requirement | o | OR | o | o | o | o |
(ii) | Age ____ (insert an age from 18-21) | o | OR | o | o | o | o |
(b) | Service Requirement | | |||||
(i) | No minimum service requirement | o | OR | o | o | o | o |
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| | All Contributions | | Elective Deferrals And/or After-tax | Regular Matching | Employer Base | Rollover |
---|---|---|---|---|---|---|---|
(ii) | The completion of _______ (1,2,3...11) consecutive month periods (measured from the first day of employment and each successive period thereafter), or | o | OR | o | o | o | o |
(iii) | One (1) Year of Eligibility Service; or | o | OR | o | o | o | o |
(iv) | Two (2) Years of Eligibility Service (Use this provision only if all contributions are 100% vested.) | o | OR | N/A | o | o | o |
(ii) | The following Participation rules apply to _________________ [describe classification of Eligible Employees to which different rules apply, for example seasonal or temporary employees.] |
| | All Contributions | | Elective Deferrals And/or After-tax | Regular Matching | Employer Base | Rollover | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(a) | Minimum Age Requirement | | |||||||||||||
(i) | No minimum age requirement | o | OR | o | o | o | o | ||||||||
(ii) | Age ____ (insert an age from 18-21) If a single annual entry date is used, minimum age cannot exceed 20-1/2 | o | OR | o | o | o | o | ||||||||
(b) | Service Requirement | | |||||||||||||
(i) | No minimum service requirement | o | OR | o | o | o | o | ||||||||
(ii) | The completion of _________ (1,2,3...11) consecutive month periods (measured from the first day of employment and each successive period thereafter), or | o | OR | o | o | o | o | ||||||||
(iii) | One (1) Year of Eligibility Service; or | o | OR | o | o | o | o |
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| | All Contributions | | Elective Deferrals And/or After-tax | Regular Matching | Employer Base | Rollover | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(iv) | Two (2) Years of Eligibility Service (Use this provision only if all contributions are 100% vested) | o | OR | N/A | o | o | o |
5.3 | Eligibility Service. Paragraph 2.2 |
(a) | A Year of Eligibility Service shall mean: |
(i) | If the Determination of Service selected in Option 4.5 for Eligibility is based on Hours of Service, a Year of Eligibility Service means an Eligible Computation Period (defined below) during which the Employees is credited with: |
o(A)at least 1,000 Hours of Service, or
o(B)at leastHours of Service (must be less than 1,000).
(ii) | If the Determination of Service selected in Option 4.5 for Eligibility is based on Elapsed Time, a Year of Eligibility Service means the completion of a Period of Service of _________________ (not to exceed 12 months) in an Eligibility Computation Period. |
(b) | The Eligibility Computation Period is the period beginning on the date the Employees is first credited with an Hour of Service and ending on the first anniversary of such date. Thereafter, the Eligibility Computation Period is the Plan Year. Notwithstanding a Year of Eligibility Service is considered completed at any time the Employee is credited with the requisite Hours of Service, regardless of whether such time occurs before the end of the applicable computation period unless the Employer elects below. |
o | The Employer elects to consider a Year of Eligibility Service completed as of the last day of the applicable computation period regardless of whether the Employee is credited with the requisite Hours of Service before the end of such computation period. |
(c) | Break in Service Rule. Paragraph 2.2(b) The Eligibility Rule of Parity as defined in subparagraph 2.2(b) applies unless the Employer elects below. |
oThe Employer elects not to apply the Eligibility Rule of Parity.
5.4 | Entry Date. Paragraph 2.2(a)(i) |
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An Eligible Employee shall become a Participant in the Plan for purposes of making or receiving an allocation of contributions as follows: (Select one for all contributions or one for each type of contribution).
| | All Contributions | | Elective Deferrals and/or After-tax | Regular Matching | Employer Base | Rollover |
(a) | Immediate | o | OR | o | o | o | o |
(b) | Payroll Entry. First day of the payroll period coinciding with or next following the date an Eligible Employee satisfies the Eligibility requirements, or | o | OR | o | o | o | o |
(c) | Monthly Entry. First day of the calendar month coinciding with or next following the date an Eligible Employee satisfies the Eligibility requirements, or | x | OR | o | o | o | o |
(d) | Quarterly Entry. First day of the calendar quarter (Jan. 1, Apr. 1, Jul. 1, Oct. 1) coinciding with or next following the date an Eligible Employee satisfies the Eligibility requirements, or | o | OR | o | o | o | o |
(e) | Semi-Annual Entry. First day of the Plan Year or first day of 7th month of the Plan Year coinciding with or next following the date an Eligible Employee satisfies the Eligibility requirements, or | o | OR | o | o | o | o |
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| | All Contributions | | Elective Deferrals and/or After-tax | Regular Matching | Employer Base | Rollover |
(f) | Annual Entry. First day of Plan Year coinciding with or next following the date an Eligible Employee satisfies the Eligibility requirements. (If selected, note restriction on minimum age requirements in Option 5.2.) | o | OR | o | o | o | o |
5.5 | Application of Eligibility Requirement. Participation requirement(s) established under Option 5.2 above and Entry Date requirements under Option 5.4 shall be effective _______________________ and applicable to: |
o(a)both present and future Employees, or
o(b)future Employees only.
6. | EMPLOYEE CONTRIBUTIONS |
oNot Applicable. No Employee Contributions are permitted. (skip to Option 7)
xThe following types of Employee Contributions are permitted. (Complete any or all of the following)
6.1 | Elective Deferrals. (Choose one of the following) |
(a) | Pre-tax Elective Deferrals. Paragraph 3.2(a) (Choose one of the following) |
o(i)The Plan will not accept Pre-tax Elective Deferral Contributions
x(ii)The Plan will accept Pre-tax Elective Deferrals Contributions in accordance with applicable law and the following method of contribution shall apply. Participant’s Elective Deferrals may by stated on the basis of: (Choose one of the following)
o(A)A specified dollar amount per regular payroll,
x(B)Any whole percentage of Compensation not to exceed 95 %, or
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o(C)Either of the above.
o(D)If this box is checked, the percentage of Compensation shall apply only to regular payroll amounts and a separate election is required for special payments not paid with the regular payroll, such as bonuses or other special payments.
(b) | Roth Elective Deferrals. Paragraph 3.2(b) (Choose one of the following) |
o(i)The Plan will not accept Roth Elective Deferrals.
x(ii)The Plan will accept Roth Elective Deferrals in accordance with applicable law and the method of contribution selected in (a) shall apply. (Choose one of the following)
x(A)The Employer will match Roth Elective Deferrals, if applicable.
o(B)The Employer will not match Roth Elective Deferrals.
(c) | Catch-up Contributions. Paragraph 3.2(c) (Choose one of the following) |
o(i)The Plan will not accept Catch-up Contributions by Participants who meet the requirements under Section 414(v) of the Code for Employees over age 50 before the end of the Participant’s taxable year.
x(ii)Catch-up Contributions may be made by Participants who meet the requirements under Section 414(v) of the Code for Employees over age 50 before the end of the Participant’s taxable year. (Choose one of the following)
x(A)The Employer will match Catch-up Contributions, if applicable. (Note if Plan is a Safe Harbor or QACA Safe Harbor plan under Option 7.6(b) or 7.6(c), Catch-up Contributions, if permitted, must be matched.)
o(B)The Employer will not match Catch-up Contributions.
6.2 | Automatic Enrollment Arrangement; (Choose (a) (b) or (c)) |
o(a)Not Applicable. The Plan will not include an Automatic Enrollment Arrangement.
x(b)Automatic Enrollment Arrangement. Paragraph 3.5(b) The Employer elects the Automatic Enrollment Arrangement described below and the Employer
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elects to treat the automatic enrollment feature as an “Eligible Automatic Contribution Arrangement” (EACA) unless otherwise indicated below.
o | Withdrawal Not Permitted. The Employer will not treat the automatic enrollment feature as an “Eligible Automatic Contribution Arrangement” (EACA). (If this election is made, the withdrawal right in 9.12 is not permitted.) |
NOTE: The automatic enrollment arrangement described in (b) does not meet a safe harbor test for purposes of the ADP Test.
(i) | Effective Date: January 1, 2017. (Must be first day of Plan Year unless Employer elects not to treat the Automatic Enrollment Feature as an EACA.) |
Automatic Enrollment Contributions will be Pre-Tax Elective Deferrals unless otherwise elected below:
o | The Employer elects to that the Automatic Enrollment Contributions shall be Roth Elective Deferrals. |
(ii) | Initially upon the Effective Date of the Automatic Enrollment feature, the Automatic Enrollment feature shall apply to: (Choose one of the following) |
x(A)Eligible Employees for Elective Deferral purposes hired on or after the Effective Date.
o(B)Eligible Employees for Elective Deferral purposes without Elective Deferral elections in effect on the Effective Date.
o(C)Eligible Employees for Elective Deferral purposes without Elective Deferral elections in effect on the Effective Date that equals or exceeds the Default Percentage in (iv)(A) below or the initial Default Percentage in (iv)(B) below, as applicable.
Thereafter, the Automatic Contribution Feature shall apply to each new Eligible Employee for Elective Deferral purposes and as provided under (iii) below.
(iii) | After the Effective Date of the Automatic Enrollment feature, the Automatic Enrollment feature shall apply to: (Choose one of the following) |
o(A)Only the Eligible Employees for Elective Deferral purposes described in (ii).
o(B)Eligible Employees for Elective Deferral purposes without Elective Deferral elections in effect on the first day of the Plan Year will be enrolled at the Default Percentage in (iv) (A) below or the initial Default Percentage in (iv)(B) below, as applicable.
x(C)Eligible Employees for Elective Deferral purposes without affirmative Elective Deferral elections in effect on the first day of the Plan Year that equals or exceeds the following minimum Default Percentage:
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x | The Default Percentage in (iv) (A) below or the highest Default Percentage in (iv)(B) below, as applicable, or |
o | The Default Percentage that would be applicable to the Participant under (iv) (B) below had the applicable Default Percentage increased automatically from the later of the Effective Date of the Automatic Enrollment feature or the Participant’s Entry Date, |
Will be enrolled at the Default Percentage in (iv)(A) below or the initial Default Percentage in (iv)(B) below, as applicable, or if the affirmative Elective Deferral elections in effect on the first day of the Plan Year equals or exceeds such initial Default Percentage, the Elective Deferral percentage will increase by 1%.
(iv) | Unless an Eligible Employee affirmatively elects otherwise after receiving appropriate notice, the Eligible Employee (as defined in (ii) or (iii) above) shall have Elective Deferrals made on his behalf as follows: (select one of the Options below and compete as applicable) |
o(A)Flat Default Percentage. The Default Percentage shall be equal to ____% of Compensation.
x(B)Escalating Default Percentage. The initial Default Percentage shall be 2% and shall increase by 1% at the time described below until the Default Percentage is 5% (enter highest Default Percentage that will apply).
Increases shall occur: (choose one of the following)
x(I)As of the first day of each Plan Year
o(II)Other:
(Describe)
(c)Qualified Automatic Contribution Arrangement. Paragraph 3.5(b) The Employer elects the Qualified Automatic Enrollment Arrangement (QACA) described below.
(i) | QACA Effective Date: ____________________ . (must be first day of a Plan Year) |
Qualified Automatic Enrollment Contributions will be Pre-Tax Elective Deferrals unless otherwise elected below:
o | The Employer elects to that the Qualified Automatic Enrollment Contributions shall be Roth Elective Deferrals. |
(ii) | Initially, upon the Effective Date of the QACA feature, the QACA feature shall apply to: (select one of the following) |
o(A)Eligible Employees for Elective Deferral purposes hired on or after the Effective Date.
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o(B)Eligible Employees for Elective Deferral purposes without an affirmative Elective Deferral election in effect on the Effective Date (including an affirmative election not to have any Elective Deferrals made on his behalf).
o(C)Eligible Employees for Elective Deferral purposes without affirmative Elective Deferral elections in effect on the Effective Date that equals or exceeds the initial Qualified Percentage in (iv) below.
Thereafter, the QACA shall apply to each new Eligible Employee for Elective Deferral purposes and as provided under (iii) below.
(iii) | After the Effective Date of the QACA feature, the QACA feature shall apply to: (Choose one of the following) |
o(A)Only the Eligible Employees for Elective Deferral purposes described in (ii).
o(B)Eligible Employees for Elective Deferral purposes without Elective Deferral elections in effect on the first day of the Plan Year (including an affirmative election not to have any Elective Deferrals made on his behalf) will be enrolled at the Default Percentage in (iv) (A) below or the initial Default Percentage in (iv)(B) below, as applicable.
o(C)Eligible Employees for Elective Deferral purposes without affirmative Elective Deferral elections in effect on the first day of the Plan Year that equals or exceeds the following minimum Default Percentage:
o | The Default Percentage in (iv) (A) below or the initial Default Percentage in (iv)(B) below, as applicable, or |
oThe applicable Default Percentage that would be applicable to the Participant under (iv) (B) below had the applicable Default Percentage increased automatically from the later of the Effective Date of the QACA feature or the Participant’s Entry Date,
Will be enrolled at the minimum Default Percentage selected in this paragraph (C).
(iv) | Beginning on the QACA Effective Date and subject to the remainder of this section, unless an Eligible Employee (as defined in (ii) or (iii) above) affirmatively elects otherwise, the Eligible Employee shall have Elective Deferrals made on his behalf as follows: |
o(A)Flat QACA Default Percentage. The Default Percentage shall be equal to __________% of Compensation. (must be at least 6% and not greater than 10%)
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o(B)Basic QACA Escalating Default Percentage. The initial Default Percentage shall be 3% and shall increase at the time described below by one percent (1%) until the Default Percentage is six percent (6%).
o(C)Enhanced QACA Escalating Default Percentage. The initial Default Percentage shall be _____% (must be at least 3%) and shall increase at the time described below by ____% (must be at least 1%) until the Default Percentage is __% (enter highest Default Percentage that will apply - not greater than 10%).
NOTE: The default percentage must be no less than 6% after the end of the 3rd Plan Year after the initial default percentage.
The initial Default Percentage shall remain in effect until the end of the last day of the Plan Year following the date his initial contribution is made pursuant to this provision. Thereafter, the Default Percentage for each Eligible Employee having Elective Deferrals made on his behalf shall be increased on the first day of the Plan Year and will apply for the entire Plan Year.
6.3 | After-Tax Contributions. Paragraph 3.2(d) (Choose one of the following) |
x(a)The Plan will not accept After-Tax Contributions
o(b)The Plan will accept After-Tax Contributions in accordance with applicable law.
(Choose one of the following)
(i) | Application of Match |
o(A)The Employer will match After-Tax Contributions, if applicable.
o(B)The Employer will not match After-Tax Contributions.
(ii) | Method of Contribution. Participant’s Elective Deferrals may by stated on the basis of (Choose one of the following) |
o(A)A specified dollar amount per regular payroll,
o(B)Any whole percentage of Compensation not to exceed ____% or
o(C)Either of the above.
o(D)If this box is checked, the percentage of Compensation shall apply only to regular payroll amounts and a separate election is required for special payments not paid with the regular payroll, such as bonuses or other special payments.
o(E)Lump Sum payment.
6.4 | Rollovers. Paragraph 3.4 (Choose any or all that apply) |
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o(a)The Plan will not accept Rollover Contributions
x(b)The Plan will accept Rollover Contributions in accordance with applicable law and the following.
x(i)Direct Rollovers. (other than Roth Elective Deferrals). The Plan will accept a direct rollover of an Eligible Rollover Distribution (other than Roth Elective Deferrals) from any plan which is permissible under the Code. Such rollovers: (Choose one)
o(A)May include after-tax contributions.
x(B)May not include after-tax contributions.
x(ii)Direct Rollovers of Roth Elective Deferrals. If the Plan permits Participants to make Roth Elective Deferrals, the Plan will accept a direct rollover of an Eligible Rollover Distribution of Roth Elective Deferrals from a designated Roth Elective Deferral account from any plan permitted under the Code. The Plan will not accept a Participant rollover contribution of any portion of a distribution from a Roth IRA described in Section 408(A)(b) of the Code
x(iii)In Plan Roth Rollovers/Conversion. Paragraph 9.13 In-Plan Roth Rollovers may be made by a Participant of any vested amount held in Participants’ accounts (other than existing designated Roth contributions or after-tax contributions) unless limited as described below.
o | In-Plan Roth Rollovers may be made only for accounts otherwise eligible for in-service distribution under ARTICLE IX. |
6.5 | Payroll Deduction Modification. Paragraph 3.5(a) Payroll deduction contributions (including an election to designate Roth contributions, if applicable) may be terminated, changed or recommenced [check one if any contributions are permitted under this Option 6 (other than Rollovers)]. |
o(a)On the first day of each payroll period.
x(b)Monthly on the first day of any month.
o(c)Quarterly on the first day of any quarter of a Plan Year.
o(d)Annually on the first day of any Plan Year.
NOTE: Annually is not permissible if the Plan has elected to use a safe harbor method to sail* the ADP and ACP tests.
6.6 | Compliance Testing Method. (Choose (a) or (b)) |
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o(a)Not Applicable. The Plan has elected to use a safe harbor method for meeting the Actual Deferral Percentage (ADP) Test under Option 7.6(b) or (c) and no After Tax Contributions are permitted under Option 6.3.
x(b)ADP Testing Method. Paragraph 21.2(a)(iii) The Employer elects to apply the Actual Deferral Percentage (ADP) Test for Elective Deferral Contributions using the following compliance testing method:
x(i)Prior Year Testing Method. Paragraph 21.2(b)(i) For Non-Highly Compensated Employees (NHCs) the ADP ratio will be determined using the Prior Year Testing Method.
For Plan Years beginning on or after ______________ _________ the Prior Year Testing Method will be used.
If the Employer elects the Prior Year Testing Method for the first year Section 401(k) of the Code feature is added to the Plan, then the amount taken into account as the ADP of NHCs for the preceding Plan Year will be:
o(A)N/A (The prior year testing effective date is after the effective date of Section 401(k) of the Code feature)
o(B)3%, or
o(C)the actual percentage for the first Plan Year.
NOTE: This election applies for the first Plan Year only, and the foregoing does not apply at all if the Plan is a successor plan.
o(ii)Current Year Testing Method. Paragraph 21.2(b)(i) For Non-Highly Compensated Employees (NHCs) the ADP ratio will be determined using the Current Year Method.
For Plan Years beginning on or after ___________ the Current Year Testing Method will be used.
NOTE: The Prior Year Testing Method allows the Employer to use the prior year’s actual contributions for complying with the test and provides some certainty at the beginning of the year in applying these rules. Changes to compliance testing methods for preexisting plans that are merged with or into the Plan may be restricted. The testing method cannot be changed from the Current Year Testing Method to the Prior Year Testing Method for a Plan Year unless (1) the Plan has used Current Year Testing for each of the preceding five (5) Plan Years (or if lesser, the number of Plan Years the Plan has been in existence) or (2) if, as a result of a merger or acquisition described in Section 410(b)(6)(C)(ii) of the Code, the Employer maintains both a plan using Prior Year Testing and a plan using Current Year Testing and the change is made within the transition period described in Section 410(b)(6)(C)(ii) of the Code.
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NOTE: If after-tax Contributions are permitted under Option 6.3, the ACP Compliance method described in Option 7.6 must be completed, even if the Plan elected a safe harbor method for meeting the ADP and ACP Tests.
7. | EMPLOYER MATCHING OR SAFE HARBOR CONTRIBUTIONS & ALLOCATIONS |
7.1 | Employer Matching or Safe Harbor Contributions. (Choose one of the following) |
oThe Employer will not make Matching or Safe Harbor Contributions. Skip to Option 8)
x | The Employer will make Regular Matching Contributions as described below. (Complete either Option 7.2 through 7.5 and 7.6(a)) |
o | The Employer will make Safe Harbor or QACA Safe Harbor Contributions as described below: (Complete either 7.6(b) or 7.6(c)) |
7.2 | Regular Matching Contributions Provisions. Paragraph 3.1(b) The Employer elects to make a Regular Matching Contribution as follows: |
o(a)N/A. The Employer is electing to use a safe harbor method.
o(b)Discretionary Match -- The Employer may make Regular Matching Contributions equal to a discretionary percentage (determined by the Employer) of the Participant’s Elective Deferrals for the period selected in Option 7.4, subject to the allocation conditions in Option 7.5 and shall be allocated as a uniform rate of deferrals up to a uniform deferral percentage.
If this Discretionary Matching Contribution formula applies (i.e., a formula that provides an Employer with discretion regarding how to allocate a Matching Contribution to Participants) and the Employer makes a discretionary Matching Contribution to the Plan, the Employer must provide the Plan Administrator (or Trustee, if applicable), written instructions describing (1) how the discretionary Matching Contribution formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the discretionary Matching Contribution formula applies, and (3) if applicable, a description of each business location or business classification subject to separate discretionary Matching Contribution allocation formulas. Such instructions must be provided no later than the date on which the discretionary Matching Contribution is made to the Plan. A summary of these instructions must be communicated to Participants who receive discretionary Matching Contributions. The summary must be communicated to Participants no later than 60 days following the date on which the discretionary Matching Contribution is made to the Plan.
x(c)Fixed Match -- The Employer will make Regular Matching Contributions equal to:
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x(i)Uniform Percentage. A uniform match equal to 100% (e.g., 50) of the Participant’s Elective Deferrals for the period designated in Option 7.4, plus an additional Regular Matching Contribution of a discretionary percentage (determined by the Employer) of the Participant’s Elective Deferrals, not to exceed 5% (leave blank if not applicable) of Compensation.
o(ii)Tiered Match. A tiered match equal to:
(A) | ____% (e.g., 50) of the first ____% of Compensation or contributed by the Participant as an Elective Deferral, plus |
(B) | ____% (e.g., 50) of the next ____% of Compensation or contributed by the Participant as an Elective Deferral, plus |
(C) | ____% (e.g., 50) of the next ____% of Compensation or contributed by the Participant as an Elective Deferral. |
plus an additional Regular Matching Contribution of a discretionary percentage (determined by the Employer) of the Participant’s Elective Deferrals, not to exceed _____% (leave blank if not applicable) of Compensation.
Note: All tiers must be based on percentage or dollar amounts (but not both).
o(d)Fixed Service Related Match. A uniform percentage of each Participant’s Elective Deferrals based on the Participant’s Years of Service, determined as follows (add additional tiers if necessary):
Service | Matching Percentage |
_____ | _____% |
_____ | _____% |
_____ | _____% |
plus an additional Regular Matching Contribution of a discretionary percentage (determined by the Employer) of the Participant’s Elective Deferrals, not to exceed ____% (leave blank if not applicable) of Compensation.
For purposes of the above, a Year of Service means:
o(i)A Year of Vesting Service.
o(ii)A Year of Eligibility Service.
NOTE: The Plan may violate Section 401(a)(4) of the Code nondiscrimination requirements if the rate of Regular Matching Contributions increases as a Participant’s Elective Deferrals or Years of Service increase.
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7.3 | Matching Limit. The Employer Regular Matching Contribution made on behalf of any Participant for any Plan Year will not exceed: |
x(a)No limit on the amount of matching contribution.
o(b)$__________ o per payroll period o per Plan Year
o(c)______% of Compensation.
7.4 | Period of Determination. The Regular Matching Contribution formula will be applied on the following basis: |
x(a)Plan Year. (Note if elected and contributions are deposited on a more frequent basis, a true-up deposit may be required.)
o(b)Each payroll period. (Note if elected, Regular Matching Contribution may be limited if Elective Deferral limit is reached prior to the end of the Plan Year.)
o(c)All payroll periods ending within each month.
o(d)All payroll periods ending with or within each Plan Year quarter.
o(e)N/A, the Plan only provides for discretionary matching contributions (i.e., 7.2(a) is selected above).
NOTE: For any discretionary match, the Employer shall determine the calculation methodology at the time the Regular Matching Contribution formula is determined. If contributions are made more frequently than the period of determination, a true-up contribution may be required.
x(a)No conditions. All Participants share in the allocations of Regular Matching Contributions regardless of service completed during the Plan Year or employment status at the end of the Plan Year (skip to Option 7.6)
o(b)Last Day of Period. If employed on the last day of the Contribution Determination Period, or (select if applicable)
o(i)Waiver. If the Participant is not employed on last day of Contribution Determination Period due to: (select all that apply)
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
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o(c)Years of Service Without Regard to Last Day. Has completed a Year of Matching Allocation Service during the Plan Year without regard to employment on last day of the Plan Year. (Select if applicable)
(i) | Waiver of Service. The Participant does not have the required service due to: (select all that apply) |
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
o(d)Last Day and Year of Service. If employed on the last day of the Contribution Determination Period and completed a Year of Matching Allocation Service (or pro-rated amount if payroll periods or monthly or quarterly allocations apply) hours of service; or (select if applicable)
(i) | Waiver of Last Day. The Participant is not employed on last day of Contribution Determination Period due to: (select all that apply) |
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
(ii) | Waiver of Service Requirement. The Participant does not have the required service due to: (select all that apply) |
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
o(e)Section 410(b) of the Code fail-safe. If (b) or (c) is selected and/or (d) is selected and a Year of Matching Allocation Service requires more than 500 hours of service or a Period of Service of more than three (3) consecutive months, shall Section 410(b) of the Code ratio percentage fail-safe provisions apply?
o(i)No or N/A.
o(ii)Yes, the Plan must satisfy the ratio percentage test of Section 410(b) of the Code.
o (f)A Year of Matching Allocation Service Paragraph 1.50(a) means:
o(i)If the Determination of Service selected in Option 4.5 for Allocation Service is based on hours of service, a Year of Matching Allocation Service means a Plan Year during which the Participant is credited with:
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o(A)at least 1,000 Hours of Service, or
o(B)at least _______________ Hours of Service (must be less than 1,000)
o(ii)If the Determination of Service selected in Option 4.5 for Allocation Service is based on Elapsed Time, a Year of Matching Allocation Service means a Plan Year in which the Participant completes a Period of Service of __________________ (not to exceed 6 months).
o(g)For purposes of the Waiver conditions above:
o(i)Disability (Chose one of the following)
o(A)has the same meaning as that term is used in the Employer’s long term disability policy or program applicable to the Participant, or
o(B)means a total and permanent disability as defined under the Federal Social Security Act.
o(C)Notwithstanding, in order to receive an allocation of the Regular Matching Contribution, the Disabled Participant must have had at least ___________Years of Service and have attained the age of ______________ while an Employee. (leave blank if not applicable)
o(ii)Retirement means a termination of employment with the Employer after having completed at least _________ Years of Service and attained the age of ____________ . (complete or leave blank if not applicable)
o(iii)For purposes of the above waiver conditions, Years of Service means:
o(A)Years of Vesting Service.
o(B)Years of Eligibility Service.
x(a)The Employer elects to apply the Actual Contribution Percentage (ACP) Test for Regular Matching Contributions and, if applicable, After-tax Contributions, using the Compliance Testing Method selected in Option 6.6. Paragraph 21.3(a)(iii)
o(b)Safe Harbor Elected. Paragraphs 21.2(a)(i), 21.3(a)(i) The Employer will make Safe Harbor Contributions as elected below (Select and complete (i) and (ii) or (iii) below)
o (i)Safe Harbor Matching Formula: (check either (A) or (B))
o(A)Basic Safe Harbor Matching Formula. 100% of Participant Elective Deferrals not to exceed 3% of the Participant’s Plan Compensation
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plus 50% of participant Elective Deferrals that exceed 3% of the Participant’s Plan Compensation but that do not exceed 5% of the Participant’s Plan Compensation; or
o(B)Enhanced Safe Harbor Matching Formula. 100% of the Participant’s Elective Deferrals that do not exceed __________ percent (must be at least 3%) of the Participant’s Compensation for the Plan Year plus ____% (must be at least 50%) of the Participant’s Elective Deferrals thereafter, but no Safe Harbor Matching Contributions will be made on Elective Deferrals that exceed ____% (must be at least 5% and no more than 10%) of Compensation. [The number inserted in the second blank cannot exceed 100%.]
o(ii)Period for determining Safe Harbor Matching Contributions. The safe harbor matching contribution formula will be applied on the following basis (and any Compensation or dollar limitation used in determining the match will be based on the applicable period). (Check (A), (B), or (C)):
o(A)Plan Year. (Note: If elected and contributions are deposited on a more frequent basis, a true-up deposit may be required.)
o(B)each payroll period. (Note: If elected, Matching Contribution may be limited if Elective Deferral limit is reached prior to the end of the Plan Year.)
o(C)all payroll periods ending with or within each Plan Year quarter. (Note: If elected, Matching Contribution may be limited if Elective Deferral limit is reached prior to the end of the Plan Year.)
If (B) or (C) is selected, Safe Harbor Matching Contribution must be contributed to the Plan by the last day of the immediately following Plan Year quarter.
o(iii)Safe Harbor Non-Elective Contribution. (check and complete if applicable)
A Safe Harbor Non-elective Contribution shall be made to the Plan equal to _____% (insert a percentage of 3% or more) of each of its Participant’s Plan Compensation. The period for determining the safe harbor non-elective contribution is the entire Plan Year.
o (iv)The Safe Harbor Contribution shall be made on behalf of all Eligible Employees for Elective Deferral purposes unless this option is selected:
The Safe Harbor Contribution will not be made on behalf of Highly Compensated Employees.
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o(v)Safe Harbor Contribution to Another Plan. (check and complete if applicable) The Employer has elected to make a Safe Harbor Contribution to another Plan of the Employer: [If elected — Name of other plan]
Contribution:
[Describe Safe Harbor Contribution]
NOTE: The Plan may not condition an Eligible Employee’s receipt of the safe harbor contributions on completion of a certain number of hours during the Plan Year or on employment on a certain day during the plan year.)
NOTE: All Safe Harbor Contributions made under this Section or to another plan of the Employer must be non-forfeitable and immediate vesting shall apply to such contributions. in-service withdrawals of any Safe Harbor Contributions to this or to another plan of the Employer cannot be made by any Participant before the Participant’s attainment of age 59-1/2.
o(c)QACA Safe Harbor Elected. Paragraph 21.2(a)(ii), Paragraph 21.3(a)(ii) The Employer will make QACA Safe Harbor Contributions as elected below. (Select and complete (i) and (ii) or (iii) and (iv) below)
o(i)QACA Safe Harbor Matching Contributions. (check (A) or (B))
o(A)Basic QACA Safe Harbor Matching Formula. 100% of Participant Elective Deferrals not to exceed 1% of the Participant’s Plan Compensation plus 50% of Participant Elective Deferrals that exceed 1% of the Participant’s Plan Compensation but that do not exceed 6% of the Participant’s Plan Compensation; or
o(B)Enhanced QACA Safe Harbor Matching Formula. 100% of the Participant’s Elective Deferrals that do not exceed _______ (must be 1% or greater but not more than 10%) of the Participant’s Compensation for the Plan Year plus ___% (must be at least 50%) of the Participant’s Elective Deferrals thereafter, but no Safe Harbor Matching Contributions will be made on Elective Deferrals that exceedpercent (must be at least 6% but no more than 10%) of Compensation. (The number inserted in the second blank cannot exceed 100%.]
o(ii)Period for determining QACA Safe Harbor Matching Contributions. The matching contribution formula will be applied on the following basis (and any Compensation or dollar limitation used in determining the match will be based on the applicable period). (Check (A), (B), or (C):
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o(A)Plan Year. (Note: If elected and contributions are deposited on a more frequent basis, a true-up deposit may be required)
o(B)each payroll period. (Note: If elected, Matching Contribution may be limited if Elective Deferral limit is reached prior to the end of the Plan Year)
o(C)all payroll periods ending with or within each Plan Year quarter. (Note: If elected, Matching Contribution may be limited if Elective Deferral limit is reached prior to the end of the Plan Year.)
If (B) or (C) is selected, QACA Safe Harbor Matching Contribution must be contributed to the Plan by the last day of the immediately following Plan Year quarter.
o(iii)A QACA Safe Harbor Non-elective Contribution shall be made to the Plan equal to ___% (insert a percentage of 3% or more) of each of its Participant’s Plan Compensation. The period for determining QACA safe harbor non-elective contributions is the entire Plan Year
o(iv)QACA Vesting. QACA Safe Harbor Contributions are subject to the following vesting provisions: (select one of the following):
o(A)Full and immediate vesting.
o(B)% after one Year of Vesting Service. 100% after Two Year of Vesting Service.
o(v)The QACA Safe Harbor Contribution shall be made on behalf of all Eligible Employees for Elective Deferral purposes unless this option is selected:
o | The QACA Safe Harbor Contribution will not be made on behalf of Highly Compensated Employees. |
o(v)QACA Safe Harbor Contribution to Another Plan. (check and complete if applicable) The Employer has elected to make a QACA Safe Harbor Contribution to another Plan of the Employer: [If elected — Name of other plan]
Contribution:
[Describe QACA Safe Harbor Contribution]
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NOTE: The Plan may not condition an Eligible Employee’s receipt of the QACA safe harbor contributions on completion of a certain number of hours during the Plan Year or on employment on a certain day during the plan year.)
NOTE: In-service withdrawals of any QACA Safe Harbor Contributions to this or to another plan of the Employer cannot be made by any Participant before the Participant’s attainment of age 59-1/2.
8. | OTHER EMPLOYER CONTRIBUTIONS & ALLOCATIONS |
8.1 | Employer Base Contributions. Paragraph 3.1(a) (Choose one of the following) |
o(a)The Employer will not make Employer Base Contributions. (Skip to Option 9)
x(b)The Employer will make Employer Base Contributions as described below.
(Complete either Option 8.2 through 8.4)
8.2 | Contribution Formula. This Option describes how the Employer will determine the amount of the contribution to be made each Plan Year. Option 8.5 describes how the contribution is allocated among Participants. (Select and complete one of the following (a) through (d) |
x(a)Discretionary amount: Each Employer may make Base Contributions in an amount determined by the Employer by resolution of its Board.
o(b)Compensation Formula - ________% [Insert percentage not over 15%] of the Compensation of all Participants for such Plan Year eligible to receive an allocation of the Employer Base Contribution for such Plan Year, plus any additional amount that the Board of Directors of the Employer shall determine by resolution.
o(c)Fixed Amount - $_________ [Insert amount not over 15% of Compensation of all Participants for such Plan Year], plus any additional amount that the Board of Directors of the Employer shall determine by resolution.
x(a)the Calendar Year (Plan Year) meaning January 1 through and including December 31, or
o(b)the Employer’s Fiscal Year (defined Plan’s “limitation year”) meaning the twelve (12) consecutive month period commencing _________ and ending on ________.
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o(a)No conditions. All Participants share in the allocations of Base Contributions regardless of service completed during the Plan Year or employment status at the end of the Plan Year. (Skip to Option 8.5)
o(b)Last Day of Period. If employed on the last day of the Contribution Determination Period, or (select if applicable)
o(i)Waiver. If the Participant is not employed on last day of Contribution Determination Period due to: (select all that apply)
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
o(c)Year of Service Without Regard to Last Day. Has completed a Year of Base Allocation Service during the Plan Year without regard to employment on last day of the Plan Year.
o(i)Waiver of Service. The Participant does not have the required service due to: (select all that apply)
o(A)Death while an Employee,
o(B)Becoming Disabled while an Employee, or
o(C)Retirement during the period.
x(d)Last Day and Year of Service. If employed on the last day of the Contribution Determination Period and completed a Year of Base Allocation Service (or prorated amount if payroll periods or monthly or quarterly allocations apply) hours of service; or (select if applicable)
x (i)Waiver of Last Day. The Participant is not employed on last day of Contribution Determination Period due to: (select all that apply)
x(A)Death while an Employee,
x(B)Becoming Disabled while an Employee, or
x (C)Retirement during the period.
x(ii)Waiver of Service Requirement. The Participant does not have the required service due to: (select all that apply)
x (A)Death while an Employee,
x (B)Becoming Disabled while an Employee, or
x (C)Retirement during the period.
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x(e)Section 410(b) of the Code fail-safe. If (b) or (c) is selected and/or (d) is selected and a Year of Base Allocation Service requires more than 500 hours of service or a Period of Service of more than three (3) consecutive months, shall Section 410(b) of the Code ratio percentage fail-safe provisions apply?
o(i)No or N/A.
x(ii)Yes, the Plan must satisfy the ratio percentage test of Section 410(b) of the Code.
x(f)A Year of Base Allocation Service Paragraph 1.50(b) means:
x(i)If the Determination of Service selected in Option 4.5 for Allocation Service is based on hours of service, a Year of Base Allocation Service means a Plan Year during which the Participant is credited with:
x(A)at least 1,000 Hours of Service, or
o(B)at least __________ Hours of Service. (must be less than 1,000)
o(ii)If the Determination of Service selected in Option 4.5 for Allocation Service is based on Elapsed Time, a Year of Base Allocation Service means a Plan Year in which the Participant completes a Period of Service of ___________ (not to exceed 6 months).
x(g)For purposes of the Waiver conditions above:
x(i)Disability (Chose one of the following)
x(A)has the same meaning as that term is used in the Employer’s long term disability policy or program applicable to the Participant, or
o(B)means a total and permanent disability as defined under the Federal Social Security Act.
o(C)Notwithstanding, in order to receive an allocation of the Profit Sharing Contribution, the Disabled Participant must have had at least _____ Years of Service and have attained the age of while an Employee. (leave blank if not applicable)
x(ii)Retirement means a termination of employment with the Employer after having completed at least 10 Years of Service and attained the age of 55 or 65 with C. (complete or leave blank if not applicable)
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x(iii)For purposes of the above waiver conditions Years of Service are based on Years or Periods used for:
x(A)Years of Vesting Service.
o(B)Years of Eligibility Service.
8.5 | Employer Base Contribution Allocation Formula. Each Employer’s Base Contribution shall be allocated as follows: |
x(a)Non-Integrated Formula. In the same ratio as each eligible Participant’s Compensation for the Computation Determination Period bears to the total of such Compensation of all eligible Participants.
o(b)Integrated Formula. In proportion to Compensation and Excess Compensation as follows:
First, in proportion to Compensation for such Plan Year but not in excess of 3% of each Participant’s Top Heavy Compensation.
Second, in proportion to Excess Compensation for such Plan Year but not in excess of 3% of each Participant’s Compensation. For purposes hereof, in the case of any Participant who has exceed the cumulative permitted disparity limit described in the Plan, such Participant’s total Compensation for the Plan Year will be taken into account.
The First and Second steps described above shall only be used in a year in which the Plan is a Top Heavy Plan and shall be considered to be the top heavy required minimum contribution with respect to the Participants to whom allocated.
Third in proportion to the sum of the Compensation and Excess Compensation for such Plan Year of each Covered Participant for such Plan Year, provided that there shall not be so allocated to the account of any Participant an amount in excess of the product obtained by multiplying the sum such Covered Participant’s Compensation and Excess Compensation for such Plan Year by the Applicable Integration Rate, but not in excess of the profit sharing maximum disparity limit described in the Plan. For purposes hereof, in the case of a Participant who has exceeded the cumulative permitted disparity limit described in the Plan, two times such Participant’s Total Compensation for the Plan Year shall be taken into account and
Then any remaining contribution shall be allocation in proportion to their Compensation for such Plan Year.
For purposes hereof, the term “Applicable Integration Rate” means the following percentage determined on the basis of the Integration Level selected by the Employer below; provided however, if the First and Second steps described above are used because the Plan is a Top Heavy Plan, the Applicable Integration Rate shown determined below shall be reduced by 3%.
For purposes hereof, the term “Excess Compensation” of a Participant shall mean an Employee’s Compensation in excess of the following “Integration Level” [Check one]:
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o(i)The Taxable Wage Base, or
o(ii)20% of the Taxable Wage Base, or
o(iii)___ % of the Taxable Wage Base, or
o(iv)$__________
The Maximum Disparity Rate of 5.7% shall be reduced to (1) 4.3% if (iii) or (iv) above is more than 20% and less than or equal to 80% of the Taxable Wage Base; or (2) 5.4% if (iii) or (iv) above is less than 100% and more than 80% of the Taxable Wage Base.
o (c)Age Weighted Allocation Formula - In proportion to their Allocation Factor. The Allocation Factor shall be equal to the product of the Participant’s Age Factor and the eligible Participant’s Compensation. The Age Factor is derived from Schedule 1 based on the following interest rate:
o(i)7.50%
o(ii)8.00%
o(iii)8.50%
Thus, the allocation of the Employer Base Contribution to a Participant’s Employer Active Account shall equal the total Employer Base Contribution multiplied by a fraction the numerator of which is the eligible Participant’s allocation factor and the denominator of which is the sum of the Allocation Factors of all eligible Participants.
NOTE: The Age-Weighted Formula is not a safe-harbor formula under Section 401(a)(4) of the Code.
o(d)Uniform Points - In proportion to their total points as determined below.
Each eligible Participant shall receive ____ points for each: [Must select at least age or service]:
o(i)________ year(s) of age determined as of the last day of the Plan Year.
o(ii)________ Year(s) of Base Allocation Service determined as of the last day of the Plan Year.
o(iii)$___________ (not to exceed $200) of Compensation
Thus, the allocation of the Employer Base Contribution to a Participant’s Employer Base Active Account shall equal the total Employer Base Contribution multiplied by a fraction the numerator of which is the points awarded to the eligible Participant and the denominator of which is the total of all points awarded to all eligible Participants.
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NOTE: The Uniform Points Formula is not a safe-harbor formula under Section 401(a)(4) of the Code.
9. | VESTING AND VESTING SERVICE |
9.1 | Employer Contributions subject to vesting schedule. ARTICLE VI (Choose one of the following) |
o(a)All Employer contributions are fully and immediately vested. (skip to Option 10)
x(b)Employer contributions are subject to the following vesting provisions. (select one of the following)
| | Regular Matching | Employer Base |
---|---|---|---|
(i) | Full and immediate vesting | o | o |
(ii) | Three year cliff vesting | o | o |
(iii) | Six—year graded vesting schedule 20% after 2 Year of Vesting Service 40% after 3 Year of Vesting Service 60% after 4 Year of Vesting Service 80% after 5 Year of Vesting Service 100% after 6 Years of Vesting Service | x | x |
(iv) | Modified graded vesting schedule ____ % after 1 Year of Vesting Service ____% after 2 Year of Vesting Service ____% after 3 Year of Vesting Service ____% after 4 Year of Vesting Service ____% after 5 Year of Vesting Service 100% after 6 Years of Vesting Service | o | o |
(v) | Other | o | o |
If (iv) or (v) is selected, the modified schedule must satisfy the vesting requirements for each Year of Vesting Service in the six year graded schedule unless 100% vesting is provided after no more than 3 Years of Vesting Service.
NOTE: Safe Harbor Contributions are always 100% vested and QACA Safe Harbor Contributions are vested pursuant to Option 7.6(c)(iv).
9.2 | Automatic Vesting. Notwithstanding the foregoing, a Participant shall be vested the occurrence of one of the following while an Employee ((a) automatically applies; select others that apply) |
(a)Attainment of Normal Retirement Age while employed by the Employer.
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x(b)Death while employed by the Employer.
x(c)Occurrence of a Disability. For this purposes Disability
x(i)has the same meaning as that term is used in the employer’s long term disability policy or program applicable to the Participant, or
o(ii)meaning a total and permanent disability as defined under the Federal Social Security Act.
x(d)Attainment of Early Retirement Age while employed by the Employer. For this purposes Early Retirement Age means:
The later of age 55 (insert age) and the completion of 10Years of Service. (insert service requirement)
For purposes of the Early Retirement definition, Years of Service are:
xYears of Vesting Service.
oYears of Eligibility Service.
9.3 | Vesting Service Determined. |
(a) | Years of Vesting Service Paragraph 1.53 means: |
(i) | If the Determination of Service selected in Option 4.5 for Vesting is based on hours of service, a Year of Vesting Service means a Plan Year during which the Employees is credited with: |
xat least 1,000 Hours of Service, or
oat least_____ Hours of Service. (must be less than 1,000)
(ii) | If the Determination of Service selected in Option 4.5 for Vesting is based on Elapsed Time, a Year of Vesting Service means the completion of a Period of Service of ____________ (not to exceed 12 months) during a Plan Year. |
(b) | All of an Employee’s Years of Service with the Employer are counted to determine the nonforfeitable percentage in the Employee’s Account Balance derived from Employer contributions except: Paragraph 6.5 |
x(i)Years Prior to Age 18. Any Year of Vesting Service of an Employee completed before the Employee has reached age eighteen (18) in all other cases shall be disregarded.
x(ii)Years Required after Break in Service. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded until he has completed a Year of Vesting Service during a Plan Year following his Year of Broken Service.
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o(iii)Rule of Parity. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded unless such Employee either:
(A)possesses a non-forfeitable right to benefits under the Plan derived from the Employer’s contributions (which contributions for this purpose include Pre-tax or Roth Contributions), or
(B)has consecutive Year(s) of Broken Service which are less than the greater of (i) for application of this subparagraph in Plan Years commencing after December 31, 1984, five (5) or (ii) the number of his aggregate Year(s) of Vesting Service before the commencement of such Year(s) of Broken Service.
For purposes of this Option, an Employee’s aggregate Years of Vesting Service shall not include Years of Vesting Service which are at any time excluded by the application of the provisions of this option.
o (iv)Years Prior to Plan Establishment. Any Year of Vesting Service with the Employer for which the Employer did not maintain the Plan or a predecessor plan within the meaning of Section 411(a)(4)(C) of the Code shall be disregarded.
o (v)Years Prior to 1971. Any Year of Vesting Service before January 1, 1971 shall be disregarded unless the Participant has at least three (3) Plan Years of Service after December 31, 1970.
9.4 | Use of Forfeitures. [Check (a), if desired, and check either (b) or (c)] |
o(a)Administrative Expenses. If this option is checked forfeitures shall be used first to pay administrative expenses of the Plan that would otherwise be paid by the Plan. Any remaining forfeitures shall be used in the manner described below.
x(b)Reduce Contributions. Forfeitures shall be used to reduce contribution required to be made by the Employer for the next Plan Year as described in subparagraph 4.9(b) of the Plan.
o(c)Additional Contributions. Forfeitures shall be treated as additional contributions by the Employer for the next Plan Year and allocated as described in subparagraph 4.9(c) of the Plan.
10. | DISTRIBUTIONS |
10.1 | In-Service Distributions. The following In-Service Distributions are available from the Plan (select all that apply) |
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| | All Contributions | | Elective Deferrals* | Regular Matching | Safe Harbor Contributions | Employer Base | After tax Rollover Voluntary Deductible | ||
---|---|---|---|---|---|---|---|---|---|---|
(a) | No in-service distributions are permitted | o | OR | o | o | o | o | o | ||
(b) | Attainment of age _____ Paragraph 9.2, 9.4 Enter age no earlier than 59- 1/2. | o | OR | o | o | o | o | o | ||
(c) | 60 months of participation Paragraph 9.4 | N/A | | N/A | o | N/A | o | N/A | ||
(d) | Occurrence of a hardship as defined in subparagraph 9.5(b) of the Plan | N/A | | N/A | x | N/A | x | x | ||
(e) | Occurrence of a Hardship as defined in subparagraph 9.6(b) of the Plan. | N/A | OR | x | N/A | N/A | N/A | N/A | ||
(f) | To Alternate Payee upon acceptance of QDRO Paragraph 8.1(d) | x | OR | o | o | o | o | o | ||
(g) | Anytime Paragraph 9.1 | N/A | OR | N/A | N/A | N/A | N/A | o |
*Distributions from the Employer QNEC/QMAC Account will be permitted in the same manner as from the Elective Deferral Account, except that no distribution from the Employer QNEC/QMAC Account may be made on the occurrence of Hardship.
10.2 | Loans. Paragraph 9.10 |
o(a)No. The Employer does not elect to make loans available under the Plan.
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x(b)Yes. The Employer will make loans available under the Plan in accordance with the Employer’s Loan Policy executed by the Employer’s Authorized Representative.
10.3 | Cash Out Rules. |
(a) | Cash-Out Limit. Paragraph 8.9(e) The Plan will pay benefits as soon as possible following termination of employment if the entire non-forfeitable Accrued Benefit does not exceed the Cash Out Limit (as defined in subparagraph 8.9(e)) unless the Employer elects otherwise below: |
o | The Employer elects a $1,000 maximum mandatory cash out dollar amount, in which case pre-Normal Retirement Age/Age 62 distributions may not be made to a Participant whose non-forfeitable Accrued Benefit exceeds $1,000 without his written consent to payment as provided in clause (iv) of subparagraph 8.1(a) of the Plan. In this case, the automatic rollover rules of clause (ii) of subparagraph 8.7(a) of the Plan do not apply to the pre-Normal Retirement Age/Age 62 distribution since either the distribution does not exceed $1,000 or the distribution is only made with Participant consent. |
o(b)Determination of Cash-Out Limit. Paragraph 8.9(e) The Cash Out Limit (as defined in subparagraph 8.9(e)) or such lower maximum mandatory cash out dollar amount selected by the Employer in Option 10.3(a) shall be determined by including the Participant’s Rollover Account unless the Employer elects otherwise below:
x | The Employer elects to exclude the Participant’s Rollover Account from the determination of the Cash Out Limit (as defined in subparagraph 8.9(e)) or such lower maximum mandatory cash out dollar amount selected by the Employer in Option 10.3(a) for distributions made after January 1, 2002 [Enter a date no earlier than December 31, 2001]. |
o(c)Selection of IRA. Paragraph 8.7(h) The Employer (in its capacity as Administrator) appoints the Trustee as the Plan fiduciary for purposes of selecting the individual retirement plan to receive the automatic rollover described in clause (ii) of subparagraph 8.7(a) of the Plan and the initial investment under the individual retirement plan in which the automatic rollover is invested, unless the Option is selected:
o | The Employer (in its capacity as Plan Administrator) retains the fiduciary responsibility to select the individual retirement plan to receive the automatic rollover described in clause (ii) of subparagraph 8.7(a) of the Plan and the initial investment under the individual retirement plan in which the automatic rollover is invested. |
In the event the Employer as Plan Administrator retains the fiduciary duty to select the individual retirement plan to receive the automatic rollover described in clause (ii) of subparagraph 8.7(a) of the Plan and the initial investment under the individual retirement plan in which the automatic rollover is invested, the Administrator acknowledges and shall certify to the Trustee that its selection follows the requirements of Department of Labor Regulation section 2550.404a-2
42
and Prohibited Transaction Exemption (PTE) 2004-16 to the extent required to be applicable.
11. | LIMITATIONS ON BENEFITS. |
NOTE: Failure to complete this Option 11 may adversely affect qualification of the plan(s) maintained by an Employer.
[Check the applicable box(es) and/or add limitations language as desired.]
o(a)No Other Plan. Employer maintains no other qualified plan in addition to this Plan in which event paragraph 4.3 of this Plan and paragraph 20.2 shall apply.
x(b)Coordinate with Defined Contribution Plans (Other than Pre-Approved Plans). The Employer maintains, in addition to this Plan, one or more plans which are qualified defined contribution plans, welfare benefit funds (as defined in Section 419(a) of the Code) or individual medical accounts, (as defined in Section 415(1)(2) of the Code) (other than pre-approved plans) in which event paragraph 4.4 of this Plan and paragraph 20.3 shall apply. In which event [Check (i), (ii), or (iii) and (iv) if desired]:
x(i)Subparagraph 20.3(g) shall apply.
o (ii)Reduce Contribution under this Plan. Annual Additions under this Plan shall be reduced before Annual Additions under such other Plans and funds so that the Maximum Permissible Amount is not exceeded.
o(iii)Reduce Contribution under other Plan. Annual Additions under such other plans and funds shall be reduced before Annual Additions under this Plan so that the Maximum Permissible Amount is not exceeded.
o(iv)Subject to subparagraph 20.3(g), Option 11(b)(ii) or (iii) above shall apply, but Annual Additions under welfare benefit plans shall be reduced last.
x(c)Limitation Year. Paragraph 20.4(e) The Limitation Year is the following 12-consecutive month period:
x(i)The calendar year.
o(ii)The Plan Year.
o(iii)The year beginning on _________________ [Insert month and day].
12. | TOP HEAVY RULES. |
If the Plan is or becomes a Top Heavy Plan, the provisions of the Plan and the Adoption Agreement containing top heavy rules required by Section 416 of the Code shall supersede any conflicting provisions of the Plan or the Adoption Agreement.
(a) | Top Heavy Compensation. Paragraph 3.1(e) Subject to the application of the Compensation Limit, Top Heavy Compensation of a Participant with respect to a Plan Year shall mean Total Compensation for the [Check one]: |
43
x(i)Calendar year ending with or within such Plan Year
o(ii)Plan Year
which are subject to tax under Section 3101(a) of the Code without the dollar limitation of Section 3121(a) of the Code.
Notwithstanding the foregoing definition of Compensation selected by the Employer, a Participant’s Top Heavy Compensation shall include employee elective salary reduction or similar contributions excluded from the Participant’s gross income for federal tax purposes by reason of Sections 125, 132(f)(4) (for Plan Years beginning on or after January 1, 2001), 402(a)(8) and 402(h)(1)(B) of the Code and employer contributions made pursuant to salary reduction agreements under Section 403(b) of the Code.
(b) | Top Heavy Vesting Schedule. Paragraph 6.3(b) The following “top heavy vesting schedule” shall apply whenever the Plan is a Top Heavy Plan [Check one, and complete where applicable]: |
o(i)100% after _______ (not to exceed 3) Years of Vesting Service.
x(ii)20% after 2 Years of Vesting Service, increased 20% for each of the next 4 Years of Vesting Service.
o(iii)_______ % after __________Year(s) of Vesting Service
_______ % after __________Years of Vesting Service
_______ % after __________Years of Vesting Service
_______ % after __________Years of Vesting Service
_______ % after __________Years of Vesting Service
_______ % after __________Years of Vesting Service
[Must be at least as favorable after each Year as Option 12(b)(1) or (2) above]
(c) | Years Disregarded for Purposes of Top Heavy Vesting Schedule. Paragraph 6.3(b) |
The following Years of Vesting Service shall be disregarded for purposes of the top heavy vesting schedule [Check any of the following, if desired]:
x(i)Apply Regular Rules. All Years of Vesting Service regarded under Option 9.3(b) above shall be disregarded.
o(ii)Years Prior to Age 18. Any Year of Vesting Service of an Employee completed before the Employee has reached age eighteen (18) in all other cases shall be disregarded.
o(iii) Year Required After Break in Service. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded until he has completed a Year of Vesting Service during a Plan Year following his Year of Broken Service.
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o (iv)Rule of Parity. Any Year of Vesting Service of an Employee prior to one Year of his Broken Service shall be disregarded unless such Employee either:
(A) | possesses a non-forfeitable right to benefits under the Plan derived from the Employer’s contributions (which contributions for this purpose include Pre-tax Contributions), or |
(B) | has consecutive Year(s) of Broken Service which are less than the greater of (i) for application of this subparagraph in Plan Years commencing after December 31, 1984, five (5) or (ii) the number of his aggregate Year(s) of Vesting Service before the commencement of such Year(s) of Broken Service. |
For purposes of this option, an Employee’s aggregate Years of Vesting Service shall not include Years of Vesting Service which are at any time excluded by the application of the provisions of this option.
o (v)Years Prior to Plan Establishment. Any Year of Vesting Service with the Employer for which the Employer did not maintain the Plan or a predecessor plan within the meaning of Section 411(a)(4)(c) of the Code shall be disregarded.
o(vi)Years Prior to 1971. Any Year of Vesting Service before January 1, 1971 shall be disregarded unless the Participant has at least three (3) Years of Vesting Service after December 31, 1970.
(d) | Top Heavy Contribution. Paragraph 3.1(e) The Employer shall make an Employer Top Heavy Contribution for each Plan Year the Plan is a Top Heavy Plan in an amount, subject to the limitations provided in the Plan, determined as follows [Check the applicable choice and complete where applicable]: |
x (i)Minimum Allocation Percentage. Any required allocation under this Plan shall be [Check one]:
o (A)Specified Rate. At the rate of ___________%. [Insert percentage not under 3%.]
x(B)Determined per Plan. Determined pursuant to the applicable rules in clauses (i) and (ii) of subparagraph 3.1(e) of the Plan.
x(ii)Plan under which Top Heavy Contribution or Benefit to Be Provided [Check one]:
o(A)No Other Plan. Since the Employer maintains no other qualified plan, any applicable Employer Top Heavy Contribution described in subparagraph 3.1(e) of the Plan shall be provided by this Plan
x(B)Contribution under this Plan Where Other Plan Maintained. The Employer maintains another qualified plan or plans which is (are) [Check applicable one(s)] a x defined contribution plan and/or
45
x defined benefit plan, and the Employer elects that any applicable Employer Top Heavy Contribution described in subparagraph 3.1(e) of this Plan shall be provided to Participants in this Plan by this Plan.
o(C)Contribution or Benefit Under Other Plan for Participants in this Plan and Other Plan, and Contribution under this Plan for Participants Only in this Plan. The Employer maintains another qualified plan or plans which is (are) [Check applicable one(s)] a o defined contribution plan named
[Insert Plan Name] and/or o defined benefit plan named
[Insert Plan Name], and the Employer elects that contributions required under Section 416 of the Code be provided under such other plan(s) for Employees who are both Participants in this Plan and participants in such other plan(s) and that any applicable Employer Top Heavy Contribution described in subparagraph 3.1(e) of this Plan shall be provided by this Plan to Employees who are Participants of this Plan only.
(e) | Present Value Factors for the interest and mortality factors shall be: |
x(i)Interest Rate: 7.5% [Insert percentage].
x(ii)Mortality Table: The Unisex Pension 1984 Table.
13. | PARTICIPANT INVESTMENT DIRECTION. |
(a) | Availability. A Participant may make investment directions with respect to each of his Accounts in the Plan into any or all of the investment funds made available by the Trustee, except for amounts required to be invested in the Loan Fund or the Transfer Fund and subject, if applicable to the provisions of Option 14 unless the Employer elects to limit investment direction as described below: |
[Any Limitations may not discriminate in favor of highly compensated employees.]
14. | MATTERS RELATING TO STOCK. |
o(a)Not Applicable. The Employer does not permit investment in Employer Stock.
x(b)The Employer elects to permit investment in Employer Stock. (Complete remainder of Option 14.) This Plan is not intended to satisfy the ESOP requirements or to operate as a Stock Bonus Plan.
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(i) | Custodian. Paragraph 17.1(a). |
The Custodian of the Employer Stock Fund shall be: Voya Institutional Trust Company
(ii) | Named Fiduciary with Respect to Stock. Paragraph 17.1(b). |
The Named Fiduciary with respect to Stock shall be: Citizens and Farmers Bank.
(iii) | Stock. Paragraph 17.1(c). |
Stock shall mean the following described stock [Complete]: Description: C&F Financial Corporation Common Stock, $1 par value
[Insert description of Stock including class, issuer, etc.].
(iv) | Employer Investment Direction. Paragraph 17.2. |
Notwithstanding the Participant investment direction provisions of paragraph 5.2 of the Trust, the Employer requires that the following percentage of the account balances under the Plan be invested in Employer Stock Fund to the extent set described below:
x(A) No Investment Requirement. The Employer imposes no Stock investment requirement.
o(B)Employer Stock Investment Required. The Employer requires that the following percentage of each of the following accounts be and remain invested in the Employer Stock Fund [Check and complete only for accounts desired]:
o(I)____% of the Employer Base Account.
o(II)____% of the Employer Regular Matching Account.
o(III)____% of the Employer Safe Harbor or QACA Safe Harbor Account.
If this is a Restated Plan, this investment direction applies to contributions allocated to the account after the Effective Date of the Restatement of the Plan in the form of this Adoption Agreement.
o (A)Not Permitted. May not make investment directions into the Employer Stock Fund.
x (B)Permitted. May make investment directions of the following accounts (the “directable accounts”) into the Employer Stock Fund [Check one or more if desired]:
x(I)Employer Base Account
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x(II)Employer Regular Matching Account.
o(III)Employer Safe Harbor or QACA Safe Harbor Account.
x(IV)Pre-tax Account.
x(V)Roth Account.
o(VI)After-tax Account.
o(VII)Voluntary Deductible Account.
Note if Options (IV), (V), (VI) or (VII) are selected the Employer must determine the application and comply with Federal Securities laws.
x(C)If Participants may make investment directions in the Employer Stock Fund then such directions shall be made in the following increments [Check one if Option 14(b)(v)(B) is selected]:
o(I)In the regular 5% increments provided in the Plan but not in excess of ___%.
x(II)In 1% [Insert percentage of less than 5%] increments but not in excess of 20%.
o(III)In increments of the lesser of 5% or such percentage as the Administrator shall from time to time authorize but not in excess of ___________%.
o(D)If Participants may make investment directions in the Employer Stock Fund, then the Effective Date of such directions shall be [Check one if Option 14(b)(v)(B) is selected]:
o(I)Annually effective as of the first day of each Plan Year,
o(II)Periodically effective as of the beginning of each Valuation Period,
o (III) Quarterly effective as of the first day of each quarter of Plan Year,
x(IV) Daily
[Insert time(s)], and (if any of the above options are selected) at such other date(s) as the Administrator may from time to time authorize.
(vi) | Form of Payment. Paragraph 17.6. |
The non-forfeitable Accrued Benefits of Participants invested in the Employer Stock Fund at the time of distribution shall be distributed in cash.
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The following selected form of payment is grandfathered under Section 411(d)(6) of the Code and available to Participants if such form was available prior to the date this Restatement of the Plan is signed.
o(A)Account balances invested in the Employer Stock Fund shall be distributed in whole shares of Stock and cash in lieu of fractional shares. [This option was not available if, under any circumstances, more than 90% of the Participant’s Accrued Benefit in the Fund may be invested in the Employer Stock Fund.]
o(B)Account balances invested in the Employer Stock Fund shall be distributed in cash and Stock in proportion to the cash and Stock considered to be allocated to the Participant’s account in the Employer Stock Fund. [This option was not available if, under any circumstances, more than 90% of the Participant’s Accrued Benefit in the Fund may be invested in the Employer Stock Fund.]
x(C)The Participant may elect to receive his non-forfeitable Accrued Benefit invested in the Employer Stock Fund at the time of distribution under any one of the methods described above. [This option was not available if, under any circumstances, more than 90% of the Participant’s Accrued Benefit in the Fund may be invested in the Employer Stock Fund.]
(vii) | Composition of Employer Stock Fund. Paragraph 17.8. |
The Named Fiduciary with Respect to Stock shall establish a cash reserve as a part of the Employer Stock Fund. Generally, however, the assets of the Employer Stock Fund invested in Stock are expected to remain in the following range
Range of Stock Investment: 95% to 97%.
The Named Fiduciary with Respect to Stock may change the percentage of the total assets of the Employer Stock Fund invested in Stock from time to time.
(viii) | Special Grandfathered Transitional Rules for Restated Plans. Paragraph 17.8. |
In the case of a Restated Plan which allowed investment in employer securities prior to its restatement, certain provisions may need to be grandfathered in order to preserve the benefits required under Sections 411(a)(10) or (d)(6) of the Code. Such special grandfathered provisions must have been the subject of a prior determination letter, opinion letter, or advisory letter, and do not address an issue which is not permitted in a pre-approved plan. Any applicable transitional rules should be described below. [Attach a separate sheet if necessary.]
(ix) | Voting Rights Pass-Through. Paragraph 17.11. |
Voting rights with respect to Stock which is allocated to the accounts of Participants shall be passed through under paragraph 17.11 follows [Check one of (a) through (c) and (d) if desired]:
49
x(A)No Voting Rights Pass-through. No voting rights shall be passed through for as provided in clause (i) of subparagraph 17.11(a) of Plan.
o (B)Pass-through for All Matters. Voting right shall be passed through for all matters subject to a vote as provided in clause (ii) of subparagraph 17.11(a) of the Plan.
o(C)Pass-through on Major Corporate Transactions. Voting rights shall be passed through only on major corporate transactions provided in clause (iii) of subparagraph 17.11(a) of the Plan.
o(D)Pass-through Voting on Tender Offers. As permitted in clause (ii) subparagraph 17.11(b) of the Plan, voting rights on “tender offers” are required to be passed through to Participants.
Pursuant to Rev. Proc. 2017-41, the Employer may rely on an Opinion Letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Section 401 of the Code only if the Plan has a current valid Opinion Letter the Employer’s plan is identical to the Adoption Agreement and the Employer has not amended the Plan other than to choose options provided in the Adoption Agreement or to make amendments described in subparagraph 14.1(a)(iv) of the Plan to the extent.
An Employer who has ever maintained or who later adopted any plan (including a welfare benefit fund, as defined in §419(e) of the Code which provides post-retirement medical benefits allocated to separate accounts for Key Employees or an individual medical account as defined in §415(l)(2) of the Code) in addition to this plan may not rely on the Opinion Letter issued by the Internal Revenue Service with respect to the requirements of § 415 and 416 of the Code.
The Employer may not rely on the Opinion Letter with respect to the qualification requirements of § 401(a)(4), 401(a)(26), 401(l), 410(b) or 414(s) of the Code. However, Employers may rely on the Opinion Letter with respect to § 410(b) and 401(a)(26) of the Code (other than the § 401(a)(26) requirements that apply to prior benefit structures) if all non-excludable employees benefit under the Plan.
The Employer may rely on an Opinion Letter issued by the Internal Revenue Service with respect to the nondiscriminatory amounts requirement of § 401(a)(4) if:
· | The plan allocates contributions using a one of the design based safe harbor in 1.401(a)(4)-2(b)(2) and |
· | Defines Compensation using a definition that satisfies §1.414(s)-1(c) of the Income Tax Regulations. |
The Plan is a § 401(k) and/ or 401(m) plan The Employer may rely on an Opinion Letter issued by the Internal Revenue Service with respect to whether the form of the plan satisfies the actual deferral percentage of § 401(k)(3) or the actual contribution percentage test of § 401(m)(2) if the Employer defines Compensation using a definition that satisfies § 414(s). § 401(k)(11) and or § 401(m)(12) may rely on the Opinion Letter with respect to whether the form of the plan satisfies these requirements unless the Plan provides for the safe harbor contribution to be made under another plan.
This Adoption Agreement may be used only in conjunction with the State Bankers Association basic plan document number 02.
50
51
IN WITNESS WHEREOF, each Employer, by its duly authorized representatives, has executed this instrument this 8th day of September , 2023.
Citizens and Farmers Bank
[Enter Name of Employer]
By: /s/ Maria Sullivan
Its: SVP Chief Human Resources Officer
[SEAL]
ATTEST:
/s/ Matt Dolci
Its: SVP Chief Risk Officer
[Enter Name of Employer]
By:
Its:
[SEAL]
ATTEST:
Its:
52
STATE BANKERS ASSOCIATION MASTER DEFINED CONTRIBUTION PLAN
(As Approved by IRS Letter Dated June 30, 2020)
Schedule 1 to Profit Sharing Plan/Cash or Deferred Arrangement Adoption Agreement
Age Factors
Age At End of Plan Year | 7.50% | 8.00% | 8.50% |
65 or over | 1.00 | 1.00 | 1.0 |
64 | 0.9302 | 0.9259 | 0.9217 |
63 | 0.8653 | 0.8573 | 0.8495 |
62 | 0.8050 | 0.7938 | 0.7829 |
61 | 0.7488 | 0.7350 | 0.7216 |
60 | 0.6966 | 0.6805 | 0.6650 |
59 | 0.6480 | 0.6302 | 0.6129 |
58 | 0.6028 | 0.5835 | 0.5649 |
57 | 0.5607 | 0.5403 | 0.5207 |
56 | 0.5216 | 0.5002 | 0.4799 |
55 | 0.4852 | 0.4632 | 0.4423 |
54 | 0.4513 | 0.4289 | 0.4076 |
53 | 0.4199 | 0.3971 | 0.3757 |
52 | 0.3906 | 0.3677 | 0.3463 |
51 | 0.3633 | 0.3405 | 0.3191 |
50 | 0.3380 | 0.3152 | 0.2941 |
49 | 0.3144 | 0.2919 | 0.2711 |
48 | 0.2925 | 0.2703 | 0.2499 |
47 | 0.2720 | 0.2502 | 0.2303 |
46 | 0.2531 | 0.2317 | 0.2122 |
45 | 0.2354 | 0.2145 | 0.1956 |
44 | 0.2190 | 0.1987 | 0.1803 |
43 | 0.2037 | 0.1839 | 0.1662 |
42 | 0.1895 | 0.1703 | 0.1531 |
41 | 0.1763 | 0.1577 | 0.1412 |
40 | 0.1640 | 0.1460 | 0.1301 |
39 | 0.1525 | 0.1352 | 0.1199 |
38 | 0.1419 | 0.1252 | 0.1105 |
37 | 0.1320 | 0.1159 | 0.1019 |
36 | 0.1228 | 0.1073 | 0.0939 |
35 | 0.1142 | 0.0994 | 0.0865 |
34 | 0.1063 | 0.0920 | 0.0797 |
33 | 0.0988 | 0.0852 | 0.0735 |
32 | 0.0919 | 0.0789 | 0.0677 |
31 | 0.0855 | 0.0730 | 0.0624 |
30 | 0.0796 | 0.0676 | 0.0575 |
29 | 0.0740 | 0.0626 | 0.0530 |
28 | 0.0068 | 0.0580 | 0.0489 |
27 | 0.0640 | 0.0537 | 0.0450 |
26 | 0.0596 | 0.0497 | 0.0415 |
25 | 0.0554 | 0.0460 | 0.0383 |
24 | 0.0516 | 0.0426 | 0.0353 |
53
23 | 0.0480 | 0.0395 | 0.0325 |
22 | 0.0446 | 0.0365 | 0.0300 |
21 | 0.0415 | 0.0338 | 0.0276 |
54
Exhibit 107.1
CALCULATION OF FILING FEE TABLES
FORM S-8
(Form Type)
C&F Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security | Fee | Amount | Proposed | Maximum | Fee Rate | Amount of | ||||||
Equity | Common Stock, $1.00 par value, reserved for issuance under the Plan | Other | 100,000 | $54.49 | $5,449,000 | 0.00014760 | $804.28 | ||||||
Total Offering Amounts | $5,449,000 | $804.28 | |||||||||||
Total Fee Offsets | — | — | |||||||||||
Net Fee Due | $804.28 |
(1) Consists of shares of common stock, par value $1.00 per share (“Common Stock”), of C&F Financial Corporation (the “Company”) reserved for issuance under the SBA Defined Contribution Plan for Citizens and Farmers Bank (the “401(k) Plan”).
(2) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Company’s Common Stock that become issuable under the 401(k) Plan by reason of any future stock dividend, stock split or similar transaction. In addition, pursuant to Rule 416(c) of the Securities Act, this Registration Statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the 401(k) Plan.
(3) Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated solely for the purpose of calculating the amount of the registration fee. The price shown is based upon the average of the high and low prices reported for the Common Stock on the Nasdaq Stock Market on February 23, 2024, or $54.49 per share.
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