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Res 01-82 RESOLUTION NO. 1-82 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, ESTABLISHING A DEFERRED COMPENSATION PLAN FOR CERTAIN CITY PERSONNEL WITH THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION; AUTHORIZ- ING THE MAYOR TO EXECUTE SAID PLAN AND FURTHER AUTHORIZ- ING EXECUTION OF JOINDER AGREEMENTS. WHEREAS, the City of Delray Beach, Florida, has in its employ certain personnel; and, WHEREAS, said employees are and will be rendering valuable ser- vices to the City of Delray Beach; and, WHEREAS, the City of Delray Beach has considered the establish- ment of a Deferred Compensation Plan for the said employees made available to the City of Delray Beach and to said employees by the International City Management Association Retirement Corporation; and, WHEREAS, said employees often are unable to acquire retirement security under other existing and available retirement plans due to the contingencies of employment mobility; and, WHEREAS, the City of Delray Beach receives benefits under said plans by being able to assure reasonable retirement security to said employees, by being more able to attract competent personnel to its ser- vice, and by increasing its flexibility in personnel management through elimination of the need for continued employment for the sole purpose of allowing an employee to qualify for retirement benefits, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DELRAY BEACH, FLORIDA, AS FOLLOWS: Section 1. That the City Council of the City of Delray Beach, Florida, establish said Deferred Compensation Plan for said employees and hereby authorizes the Mayor to execute the Deferred Compensation Plan with the International City Management Association Retirement Corporation, attached hereto as Appendix A. Section 2. That the Mayor may, on behalf of the City of Delray Beach, execute all Joinder Agreements with said employees and other eligi- ble officials and officers, which are necessary for said persons partici- pation in the Plan, an example of which appears at Appendix B, except that any Joinder Agreement for said designated official shall be executed by the City Manager. PASSED AND ADOPTED in regular session on this the 12th day of January , 1982. //v/ z c A ATTEST: ~ City Clerk Append/x Ft INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION DEFERRED COMPENSATION PLAN Amended as of June 28, 1974 and March 23, 1979 It is hereby agreed that this DEFERRED COMPENSATION PLAN shall be in effect on the date upon which the Employer has caused it to be executed by an official 'affixing his signature on behalf of the Governing Body in the space provided below. However, the DEFERRED COMPENSATION PLAN will not be legally binding upon the International City Management Association Retirement Corporation until a Notice of Plan Acceptance has been SUpl31ied by it. Legal Name of the Employer Attest for the Employer. For the Employer. Signature of Authorized Official Signature of Authorized Official Date of Signature Pdnt Name and Title SEE INSTRUCTIONS FOR IMPLEMENTATION PRIOR TO COMPLETING THIS SECTION Complete the ~'ollowing prior to mailing this Agreement to the Retirement Corporation. Full Name (City of, County of, etc.) Title of Official to whom correspondence and reports are to be mailed: Address: (include zipcode) Employers' Federal Tax Identification Number: How often will you make contributions? What is the date of your first contribution?. Total Number of Employees:. Number of employees eligible to participate: PRELIMINARY STATEMENT 1.2 Compensation may be deferred for any calendar month only if a ESTABLISHMENT OF THE PLAN Joinder Agreement for such deferral has been entered into before AMENDMENTS the beginning of such month. The determination of the initial amount or percentage and of any fulure change in amount or The International City Management Association Retirement Corpora- percentage of deferred compensation must be made before the tion, hereinafter the Retirement Corporation or ICMA-RC, is a nonprofit beginning of the calendar month for which the compensation is Delaware Corporation. It has been classified as a tax-exempt organization payable. Such future changes may be made more frequenth/than under the provisions of Section 501(c)(3) of the Internal Revenue Code. As once per calendar year only at the express direction of the an aid in the improvement of state and municipal administration in general, Employer. the Retirement Corporation is organized for the purpose of receiving and 1.3 The amount of total compensation may be adjusted from time to investing deferred compensation funds of state and local governments time without altering the terms of this Plan. However, the per- and their related and controlled public interest organizations which are centage or amount of deferred compensation may be adjusted only tax-exempt under Section 501 of the Internal Revenue Code, hereinafter in accordance with 1.2 above. Any such adjustment of the per- referred to as"Employers"; to act as trustee and/or agent for the collection centage or amount of deferred compensation shall be corn- and reinvestment of the income therefrom; and to act as agent for such municated to the Employer's agent, the Retirement Corporation, Employers and at their explicit direction for thedistribution of the funds and and the deposits in the adjusted percentages or amounts, Jf assets of their accounts tO their participating Employees (including changed from the prior existing percentages or amounts, shall independent contractors) in accordance with options provided in this thereafter be made by the Employer into its Retirement Corpora~ International City Management Association Retirement Corporation tion Account. Deferred Compensation Plan, hereinafter referred to as the "Plan," or the "ICMA-RC Plan." 1.4 Compensation deferred under the Plan' for any Employee's taxable year beginning alter December 31, 1978, shall not exceed The ICMA-RC Plan is set out below in two parts: I. The Deferred the lesser of (1) $7,500, or (2) 33-1/3 percent of the difference Compensation Employment Agreement; and II. The Master Trust Agree- between an Employee's total compensation and his deferred ment. As set out below, the Employer adopts this Plan as its Agreement compensation, except as provided in 1.5 below. with the participating Employees and ICMA-RC, and the Employees shall participate in the Plan through the execution of a Joinder Agreement, 1.5 For one or more of the Employee's last three taxable years ending which by its terms incorporates all of the provisions of the Plan. A Copy of before he attains normal retirement age under the Plan, the ceiling the Plan shall be supplied to each Employee for his study and under- set forth in Paragraph 1.4 above shall be the lesser of -- standing prior to his execution of the Joinder Agreement. The Employers, a. $15,000, or through their participation in the Plan, express their desire to have the b. the sum of -- benefit of the continued loyalty, service and counsel of their Employees and to assist them in providing for the contingencies of old age (1) the Plan ceilingestablishedforpurposesofParagraphl.4 dependency, disability, and death, for the taxable year fdetermined without regard to this Paragraph). plus This Plan may be amended from time to time for purposes of assuring its conformance to the requirements of any applicable law or ru{e or regula- (2) so much of the Plan ceiling established for purposes tion pursuant thereto, and to preserve the tax-exempt status of the Plan of Paragraph 1.4 for taxable years before the taxable year and the Retirement Corporation. No amendment may either directly or as has not theretofore been used under Paragraph 1.4 or indirectly operate to derive any participating Employer of its beneficial this Paragraph. interest in the Trust as it is then constituted. The Retirement Corporation The amount of compensation deferred under this Paragraph shall will notify the participating Employers of any amendment to this Plan no not exceed an Employee's total compensation. The words "normal later than sixty days prior to its effective date. Any such amendment will retirement age." as used in this Paragraph, shall mean the become effective after the expiration of that period of time, except as to "designated age," as defined in Paragraph 6 below. those Employers as may file an objection. No amendment proposed by participating Employers shall be effective unless agreed to by the ICMA 2. Deferred Compensation Account Under this Plan, deferred compen- Retirement Corporation over the signature of an Officer. . sation shall be credited and paid into the Trust established and maintained With the International City Management Association Re- PART I. DEFERRED COMPENSATION tirement Corporation as Trustee. The Retirement Corporation is a EMPLOYMENT AGREEMENT nonprofit corporation formed for the specific purpose of investing and otherwise administering the funds of said Trust. The Trust may be revoked 1. Deferred Compensation--Initial Decision--Future Changes--Limits at any time by the Employer, and upon revocation of said Trust, all of the 1.1 For the purpose of this Plan the following definitions apply: assets thereof shall return to and revert to the Employer. The Employer aL "Total compensation" is the total of compensation to be paid by sha~l keep accurate books and records ,,vi~n respect to the Empioy~e's the Employer for the services of the Employee, regardless of the total compensation or other earned income and with respect to amounts terms used for its components, as, for example, "base pay," "in paid into said Trust. addition to base pay," "employer's contributions," etc.; 3. Ownership of Funds. Neither the Employee nor any beneficiary b. "Deferred compensation" is that amount or percentage of the thereof shall have any interest whatsoever in the funds paid into the ~oial ¢,:;m2er~$~i on of the Emctoyee ',,/high ~he Employer .:urrentiy Deferred Com~ensa:ion Account in !he ~roper~y Or rights purchased w~,~h deters from the payment to the Employee. and. instead, deposits s,JCh rtmd5, or in ~he income attqbut;zbie to SUCh fur, ds. same into a Deferred Compensation Account with the Retirement which shall at all times remain as assets of the Employer, subject to its Corporation under the terms of this Plan. Deferred compensation absolute dominion, control, and right of w~lhdrawal until such time as the may include amounts from or percentages of both"base pay" and funds or assets of the Account are distributed to the Employee in "employer's contributions" or it may include amounts from or accordance with the provisions of this Plan. The obligation of the percentages of only one of these components; Employer to pay deferred compensation is contractual only, the Employee having no preferred or special interest or claim, by way of trust, c. "Current compensahon" is that portion of the Employee's total annuity, or otherwise, in and to the specific funds and assets held in the compensation which is not deferred compensation as deferred Deferred Compensation Account The contractual obligation ot the compensation is defined herein; and Employer to pay the funds and assets in its Deferred Compensation d. "Base pay" is the stated salary of the Employee. Account to the Employee or his beneficiary on the applicable distribution ' date shall be a contim~mg obligation upon the Employer, and shall not be attains the designated age, amounts equal to the be~eflt~ relieved by any agre~.ment between the Employer and any other party, received by the Employer, under retirement annuity policies, shall except as provided ir~ Section 2 of Paragraph 13 of this Plan, and shall not be paid to the Employee. at such time as he attains the designated be affected in any manner by amendment or revocation of the Trust age; or, in the case of death, payment to his beneficiary o¢ referred to in Paragraph 2 herein or by reversion of the Trust Funds to the beneficiaries, nominee or estate pursuant to the procedures Employer. The provisions of this Paragraph shall supersede and control ~arovided in said policies and Paragraphs 7 and 8 o! this Plan; ch- any other provision of this Plan which could be interpreted to be in conflict therewith, c. Payments in monthly, quarterly, semi-annual..or annual install- manta over a period of not exceeding ten (tO) years, said payrolls to 4. Administration of Funds. The funds deposited in the Deferred include a reasonable return on the funds, assets and accumulatior~ in Compensation Account shall be invested and reinvested by the Retire- the Deferred Compensation Account. les~ the amount of expected ment Corporation, as provided for in the Trust Fund described in Part II of monthly, quarterly, semi-annual, or annual distribution, ove~ the said this Plan, in any manner which in its sole discretion it deems desirable, ten (10) year period; or without regard at any time to any legal limitation governing the investment of such funds. The Account shall also reflect the gain or loss resulting d. One lump-sum payment. from the investment and reinvestment thereof. This Trust Fund may be 7. Selection of Method of Payment. The method of payment shall be commingled with others established by the Trustee with other Employers selected by the Employer acting through the Retirement Corporation, as under this Plan. its duly authorized agent, due consideration being given to health. 5. Designation of Investments. Each participating Employer, being financial circumstances and family obligations of the Employee. In this advised of the preferences of, and for the benefit of each of its regard, the Employeemaybeconsulted; however, he.~hall have novoice participating Employees, shall desJgnate the percentage cf the deferred in the decision reached. compensation involved which shall be invested Jn the respective types of 8. Payments in the Event of Death. investment funds (accounts) of the Retirement Corporation, such as the Equity (Variable) Fund or the Fixed-Income Fund, unless the laws of the ,3, During the Period of Distribution. In the event of the Employee's applicable state or local government require otherwise, in which case death during the period of distribution, the Employee's beneficiary those laws shall govern. Future elections to change the percentage to be shall be entitled to receive payments in accordance with the payment invested in each type of Fund may only be made prior to and for the next method being employed at the time of the Employee's death. With the succeeding annual period of service for which the compensation is consent of the Employer, acting through the Retirement Corporation payable by filing written notice thereof with the Retirement Corporation. as its duly authorized agent, said beneficiary may elect to receive a Such notice will not be effective until received by the Retirement lump sum in lieu of installment payments. Corporation. b. Prior to Distribution. ~n the event of the death of the Employee prior to the distribution, the funds and assets of the Deferred Compensa- 6. Payment of Deferred Compensation. The words "designated age." as tion Account shall be paid in accordance with one of the methods used in this Paragraph and in Paragraph 10 of this Plan, shall mean the designated age which appears in the Joinder Agreement executed by the described in Subparagraphs a, b, c, or d of Paragraph 6 hereof. The participating Employee. These Words, as used in this Paragraph, in selection of said method shall be made by the Employer acting Paragraph 10, and in the Joinder Agreement, shall also include the through the Retirement Corporation as its duly authorized agent. following, without repetition therein: "or later, in the sole discretion of the 9. Payments in the Event of Unforeseeable Emergency, In the event that a Employer, at the end of his employment agreement, if Employee participating Employee ts faced with an unforeseeable emergency(de- continues in the employ of the Employer alter he attains the designated termined in the manner prescribed by Federal regulation), the Emlaloyer age." Except as provided in Paragraph 9 (unforeseeable emergency), no may direct the Retirement Corporation as agent to make disbu~'sements payments of deferred compensation shall be made prior to an Employee's from the Deferred Compensation Account of amounts reasonably necee- separation from service with the Employer. At such time as the Employee sary to satisfy the emergency needs of the Employee. reaches the designated age, becomes permanently disabled, or dies, whichever occurs first, he, or his beneficiary or beneficiaries, nominee or 10. Payment Dates. Payments shall commence on the first day of the estate is/are entitled to receive payment from the Deterred Compensa- month, following the attainment of the designated age, or later, on the first day of the month after the end of his employment agreement, if Employee lion Account outstanding on the date on which one of the foregoing continues in the employ of the Employer after he attains the designated occurs. Payments occasioned by the Employee having reached the designated age, becoming permanently disabled, or by his des th shall be age, or likewise following 13e rmanent disability, or death; and, in the case ct made in accordance with the provisions of Paragraph 7 hereof as follows: installment payments, shall be made continuously thereafter on the first day of each succeed ng month, or, in the event quarterly, semi-annual, o¢ a. Payments in monthly, quarterly, semi-annual, or annual payments annual payment installment periods are applied, then Continuously over the period of life expectancy of the Employee Jn accordance with thereafter on the first day o~ each succeeding monthwhich begins the time the following procedure: period (quarterly, etc,) involved until such time as the De[erred Compensa- Upon reaching the designated age, or becoming permanently lion Account is depleted in its entirety. disabled from permanent full-time employment, whichever first 11. O~Spursmg Agent. The Retirement Corporatio~ shallact as agent of occurs, the Employee's life expectancy shall be determined by the EmployerforpurDosesofdisbursingpayments. Theultimateobligation referenc? rD Standard U S. ,%lorfaii~,/ Tables; the amounts of for making such Payments, however, shall remain with the Employer. 12 Accumulation During ~he D~stribulJon ?eriod. D,jring the peFiod of shall be computed together with a reasonab(e rate of return on · said assets, tess the amount of expected monthly distribution, distribution, the Employee or his beneficiaw or beneficiaries, nominee or over the life expectancy of the Employee; and a monthly amount estate, as the case may be, shall continue to be credited with all the shall then be mathematically determined, the payment of which, in interest, accumulations, and incre, ments on the undistributed funds and assets in the Deferred Compensation Account, until such Account is equal monthly installments over the period of the lite expectancy depleted in its entirety. of the Employee, shall completely deplete the said Account at the end of the last year of life expectancy; or 13, Section I. Termination of Employment. Upon termination of the b. Payments in monthly, quarterly, semi-annual, or annual Payments Employee's services, for any reason other than death, the funds, assets, in accordance wJth the foifow~ng procedure: and accumulations in the Deferred Compensation Account shall not be transferred to an account with a new employer of the Employee, and, Unless the Employee's employment terminates prior to the time he instead, they shall remain in the original Account as assets of the old 3 Em131oye¢ until such time as they are distributed in accordance with the PART II. MASTER TRUST AGREEMENT 13rov~sio~s of this Plan, except as provided in Section 2 of this Paragraph. AGREEMENT made by and between the aforenamed Employer and the Section 2. Transfer of Employment with Consideration Between International City Management Association Retirement Corporation Employers--Tripartite Agreement. In the event the Employee accepts (hereinafter the "Trustee" or "Retirement Corporation"), a nonprofit employment with a new employer participating in the ICMA-RC Deferred corporation organized and existing under the laws of the State of Compensation Plan, then, if the past Employer finds that it has no present Delaware, for the purpose of investing and otherwise administering the or future need of the funds, assets, and accumulations in the said Account funds set aside by Employers in connecbon with Deferred Compensation for the payment of its general creditors or for any other purpose what- Agreements with Employees. soever, in consideration of its desire to avoid the continuing expense of WHEREAS, the Employer desires to enter into agreements with its maintaining records, and receiving, examining, verifying and filing annual Employees whereby its Employees agree to defer Payments of specified reports of the Retirement Corporation, and in consideration of avoiding the percentages of or amounts from their total compensation as "deferred possible future expenses of litigation of Employee's continuing con- compensation" is defined in said agreements until the occurrence of tracbJal rights to payment of deferred compensation on his retirement as certain events; herein provided in the event of any possible future revocation and withdrawal by the past Employer of the funds, assets, and accumulations WHEREAS, in order that there will be sufficient funds available to in the said Account, the past Employer may, at its discretion, authorize the discharge the foregoing contractual obligations, the Employer desires to Retirement Corporation, as its~agent, to propose to the new Employer that set aside periodically amounts equal to the amount of compensation the funds, assets, and accumulations of the said Account be transferred to deferred; the ownership, control, and right of withdrawal of the new Employer, and to WHEREAS, the funds set aside, together with any and all investments do so in the event the new Employer, in consideration of the increased thereto, are to be exclusively within the dominion, control, and ownership valueoftheEmployee'sservicesbyreasonoftheexpedencegainedwhile of the Employer, and subject to the Employer's absolute right of with- in past employment, agrees to accept same, and the respective drawal, the Employee having no interest whatsoever therein; Employers and the Employee sign an appropriate form of Agreement in which the new Employer also agrees to assume the continuing contractual NOW, THEREFORE. this Agreement witnesseth that (a) the Employer will pay monies to the Trustee to be placed in Deferred Compensation liability to pay deferred compensation so transferred upon retirement of Accounts for the Employer; (b). the Trustee covenants that it will hold said the Employee and the Employee releases the past Employer from said continuing obligation to do same. sums, and any other funds which it may receive hereunder, in trust for the uses and purposes and upon the terms and conditions hereinafter stated; and (c) the parties hereto agree as follows: Section 3. Payment of Deferred Compensation after Termination of Employment. In the event a participating Employee separates from ARTICLE I. General Duties of the Parties. sancice with the Employer prior to the designated age which appears in the Section 1.1. General Du~ of the Employer. The Employer shall make JoinderAgreement, the EmployermaydirecttneRetirementCorporation, regular periodic payments equal to the amounts of its Employees' as agent, to distribute the funds and assets of the Deferred Compensation compensation which are deferred in accordance with the terms and Account to the Employee in-one lump-sum payment, conditions of Deferred Compensation Employment Agreements with such 14. Losses. The Employer shall not be responsible for any loss due to Employees, or with any subsequent modification thereof. investment or failure of investment of funds and assets in said Deferred Compensation Account nor shall the Employer be required to replace any Section 1.2. General Dulies of the Trustee. The Trustee shall hold ali loss whatsoever which may result from said investments, funds received by it hereunder, which, together with the income therefrom, shall constitute the Trust Funds. It shall administer the Trust Funds, collect 15. Nonassignability of Deferred Compensation. The Employee during the income thereof, and make payments therefrom, all as hereinafter his lifetime shall not be entitled to commute, encumber, sell or otherwise provided~ The Trustee shall also hold all Trust Funds which are transferred disposeofhisrightstoreceivedeferredcompensationpaymentsprovided to it as successor Trustee by the Employer from existing deferred for herein, and the right thereto shall be nonsssignable and nontrans- compensation arrangements with its Employees which meet the same ferable. In the event of any attempted assignment or transfer thereof, the Internal Revenue Code requirements which govern the iCMA-RC Deferred Employer shall have no further liability under this Agreement. Compensation Plan. Such Trust Funds shall be subject to all of the terms 16. Participation in Other Employee Benefit Plans. Nothing herein con- and provisions of this Agreement. tained shall in any manner modify, impair, or affect the existing or future ARTICLE II. Powers and Duties of the Trustee in Investment, rights or interest of the Employee (a) to receive any employee benefits to which he would otherwise be entitled, or (b) as a participant in any future Administration, and Disbursement of the Trust Funds. pension plan, it being understood that the rights and interests of the Section 2.1. Investment Powers and Duties of the Trustee. The Employee to any employee benefits or as a participant or beneficiary in or Trustee shall have the power in its discretion to invest and reinvest the under any or all such plans respectively shall continue in full force and .principal and income of the Trust Funds and keep the Trust Funds effect unimpaired, and the Employee shall have the right at any time invested, without distinction between principa~ and income, in such hereafter to become a beneficiary under or pursuant to any and ali such securities or in other property, real or personal, wherever situated, as the plats. Trustee shall deem advisable, including, but not limited to. stocks. c;~mmon or or,fart.ed, bo~C,.~ retirement anpuity arld ipsurapcd c~)hcies, 17. C,e;'initions. "[-he meamng ct any term or terms, ¢'hrase, clause, or sentence used in this Agreement. which is also used in the By-Laws of the mortgages, and other evidences of indebtedness or ownership, and m common trust funds of approved financial or investment institutions, with Retirement Corporation, shall be defined as these are defined in ARTICLE such institutions acting as Trustee of such common trust funds. Or II, Section 2 of the By-Laws. Masculine pronouns, whenever used herein, separate and different ~pes of funds (accounts) including equih/, fixed- include the feminine pronouns, and the singular includes the plural unless income, and those which fulfill requirements of state and local govern- the context requires another meaning, mental laws. established with such approved financial or investment 18. Validity of Agreement. This Agreement shall not be valid or en- institutions. For these purposes, these Trust Funds may be commingled forceable unless signed by an officer of Employer, authorized by the with others established by the Trustee under this form of agreement with governing body of the Employer, as. for example, the City Council, and other Employers. In making suct~ investments, the Trustee shall not be unless this Agreement is implemented by the execution of the Joinder subject at any timetoanylegallimitationgoverningtheinvestment ofsuch Agreement. funds, investment powers and investment discretion vested in the Trustee 4 by this Section may t~e delegated by the Trustee to any ban~,, ~nsurance or are to guide and control the Trustee's power. trust company, or ar,,/investment advisor, manager or agent selected by it. Section 2.4. Valuation of Trust Funds. At least once a year aa of Valuation Dates designated by the Trustee. the Trustee shall determine Section 2.2. Administrative Powers of the Trustee. The Trustee shall have the cower in its discretion: the value of the Trust Funds. Assets of the Trust Funds shall be valued at their market values at the close of business on the Valuation Date, or, in the (a) To purchase, or subscribe for, any securities or other property absence of readily ascertainable market values as the Trustee shall and to retain the same in trust, determine, in accordance with methods consistently followed and uni- (b) To sell, exchange, convey, transfer or otherwise dispose of any formly applied. securities or other l:)roperty held by it, by private contract, or at ARTICLE III. For Protection pi Trustee. public auction. No person dealing with the Trustee shall be bound Section 3.1. Evidence of Action by Employer. The Trustee may rely to see the application of the purchase money or to inquire into the upon any certificate, notice or direction purporting to have been signed on validity, expediency, or propriety of any such sale or other behalfoftheEmployerwhichth~Trusteebetievestohavebeensignedbya disposition, duly designated official of the Employer. No communication shall be (c) To vote upon any stocks, bonds, or other securities; to give binding upon any of the Trust Funds or Trustee until they are received by general or special proxies or powers of attorney with or without the Trustee. power of substitution; to exercise any conversion privileges, Section 3.2. Advice of Counsel. The Trustee may consult with any subscription rights, or other options, and to make any payments incidental thereto; to oppose, or to consent to, or otherwise legal counsel with respect to the construction of this Agreement, its duties participate in, corporate reorganizations or other changes ef- hereunder, or any act, which it proposes to take or omit, and shall not be fecting corporate securities, and to delegate discretionary powers, liable for any action taken or omi~ed in good faith pursuant to such advice. and to pay any assessments or charges in connection therewith; Section 3.3. Miscellaneous. The Trustee shall use ordinary care and and generally to exercise any of the powers of an owner with reasonable diligence, but shall not be liable for any mistake of judgment o~ respect to stocks, bonds, securities or other property held as part other action taken in good faith. The Trustee shall not be liable For any loss of the Trust Funds. sustained by the Trust Funds by reason of any investment made in good faith and in accordance with the provisions of this Agreement. (d) To cause any securities or other property held as part of the Trust Funds to be registered in its own name, and to hold any The Trustee's duties and obligations shall be limited to tboseexpressJy investments in bearer form, but the books and records of the imposed upon it by this Agreement. notwithstanding any reference of the Trustee shall at all times showthat all such investments are a part of Plan. the Trust Funds. ' ARTICLE IV. Taxes, Expenses and Compensation of Tn~stee. (e) To borrow or raise money for the purpose of the Trust in such Section 4.1. Taxes. The Trustee shall deduct from and charge against amount, and upon such terms and conditions, as the Trustee shall the Trust Funds any taxes on the Trust Funds or the income thereof o~ deem advisable; and, for any sum so borrowed, to issue its which the Trustee is required to pay with respect to the interest of any promissory note as Trustee. and to secure the repayment thereof person therein. by pledging all, or any part, of the Trust Funds. No.person lending money to the Trustee shall be bound to see the application of the Section 4.2. Expenses. The Trustee shall deduct from and charge money lent or to inquire into its validity, expediency or propriety of against the Trust Funds all reasonable expenses incurred by the Trustee in any such borrowing, the administration of the Trust Funds, including counsel, agency and other necessary fees. (f) To keep such portion of the Trust Funds in cash or cash balances as the Trustee, from time to time, may deem to be in the ARTICLE V. Settlement of Accounts. The Trustee shall keep ac- best interest of the Trust created hereby, without liability for curate anddetailed accounts of all investments, receipts, disbursements, interest thereon, and other transactions hereunder. (g) Toaccept andretain forsuchtimeasitmaydeemadvisableany Within ninety (90) days after the close of each fiscal ye~', the Trustee securities or other property received or acquired by it as Trustee shall render in duplicate to the Employer an account of it~ acts and hereunder, whether or not such securities or other property would transacttons as Trustee hereunder. It any part of ~ne Trust Fund shall be normally be purchased as investments hereunder, mvesteo mrougn the medium of any common, collective or commingled Trust Funds, the last annual report of such Trust Funds shall be submitted (h) To make, execute, acknowledge, and deliver any and all with and incorporated in the account. documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the If within ninety (90) days after the mailing cf the account or any amended powers herein granted, account the Employer has not filed with the Trustee notice of any objection to any act or transaction of the Trustee, the account or amended account (i) To settle, compromise, or submit to arbitration any claims, shall become an account stated. If any objection has been filed, and if the debts, or damages due or owing to or from the Trust Funds; to Employer is satisfied that it should be withdrawn or if the account is commence or: defend suits or legal or administrative proceedings; adjusted to the Employer's satisfaction, the Employer shall in writing filed and to represent th~ Trust Funds in all suits ~rrd legal and with ~h=, Trustee siGn¢¥ ~ppro,/ai of the acco,mr a~-d it shall become an ~dmi,~is~r~ti,,e proceed!nt;s, accoum stated. (j) To do all such acts, take all such proceedings, and exercise all When an account becomes an account stated, such account shall be such rights and privileges, although not specifically mentioned herein, astheTrusteemaydeemnecessa~toadministertheTrust finally settled, and the Trustee shall be completely discharged and released, as if such account had been settled and allowed by a judgment or Funds and to carry out the purposes of this Trust. decree of a court of competent jurisdiction in an action or proceeding in Section 2.3. Distributions from the Trust Funds. The Employer hereby which the Trustee and the Employer were parties. appoints the Trustee as its agent for purposes of selecting the method by The Trustee shall have the right to apply at any time to a court of which distributions from the Trust Funds are to be made, as well as for competent jurisdiction for the judicial settlement of its account. purposes of making such distributions. In this regard the terms and ARTICLE VI. Resignation and Removal of Trustee. conditions set forth in the Agreements to be executed between the Employer and its Employees, and any subsequent modifications thereof, Section 6.1. Resignation of Trustee. The Trustee may resign at any time by filing with the Employer its written resignation. Such resignation created but may be-terminated or revoked at any time by the Employer as it shall take effect sixty (60) days from the date of such filing and upon relates to any and/or alt related participating Employees. Written notice of appointment of a succeasorpursuantto Section 6.3., whichever shall first such termination or revocatiOn shall be given tO the Trustee by the occur. Employer. Upon termination or revocation of this Trust, all of the assets thereof shall return to and revert to the Employer. Termination of this Trust Section 6.2, Removal of Trustee. The Employer may remove the shall not, however, relieve the Employer of the Employer's continuing Trustee at any time by delivering to the Trustee a written notice of its removal and an apppointment of a successor pursuant to Section 6.3. obligation to pay deferred compensation upon the applicable distribution date to any and/or each Employee with whom the Employer has entered Such removal shall not take effect prior to sixty (60) days from such into a Deferred Compensation Employment Agreement. delivery unless the Trustee agrees to an earlier effective date. Section 7.2. Amendment. The Employer shall have the right to amend Section 6.3. Appointment of Successor Trustee. The apointment of a this Agreement in whole and in part but only with the Trustee's written successor to the Trustee shall take effect uponthe delivery to the Trustee of (a) an instrument in writing executed by the Employer appointing such consent. Any such amendment shall become effective upon (a) delivery to successor, and exonerating such successor from liability for the acts and the Trustee of a written instrument of amendment, and (b) the endorsement omissions of its predecessor, and (b) an acceptance in writing, executed by the Trustee on such instrument of its consent thereto. by such successor. ARTICLE VIII. Miscellaneous. Ail of the provisions set forth herein with respect to the Trustee shall Section 8.1. Laws of the State of Delaware to Govern. This Agreement relate to each successor with the same force and effect as if such and the Trust hereby created sha~l beconstrued and regulated bythelaws successor had been originally named as Trustee hereunder, of the State of Delaware. If a successor is not appointed within sixty (60) days after the Trustee Section 8.2. Successor Employers. The term "Employer" shall include gives notice of its resignation pursuant to Section 6.1., the Trustee may any person who succeeds the Employer and who adopts the Deferred apply to any court of competent jurisdiction for appointment of a CompensationPlanoftheRetirementCorporationandbecomesapartyto successor, this Agreement with the consent of the Trustee. Section 6.4. Transfer of Funds to Successor. Upon the resignation or Section 8.3, Withdrawals. The Employer may, at any time, and from removal of the Trustee and appointment of a successor, and after the final time to time, withdraw a portion or all of the Trust Funds created by this account of the Trustee has been properly settled, the Trustee shall Agreement and related Deferred Compensation Employment transfer and deliver any of the Trust Funds involved to such successor. Agreements. Section 8.4. Definitions. Definitions in the By-Laws of terms, phrases, ARTICLE VII. Duration and Revocation of Trust Agreement. etc., used herein apply to the same herein. The masculine includes the Section 7.1. Duration and Revocation. This Trust shall continue for feminine and the singular includes the plural unless thecontext requires such time as may be necessary to accomplish the purpose for which it was another meaning. '"u.n'e JOINDER AGREEMENT Check '-'L~ New Agreement ~ Amendment of Previous Agreement To the ICMA Retirement C. orporatlon cieterrec :-'- Change of Beneficiary Only compensation plan. To: Print Name of Employer .__. Mr L_.~ Ms Mrs -_ M~ss F~rst M~ddle Last From: Full Name AMOUNT OF DEFERRED COMPENSATION ALLOCATION TO INVESTMENT FUNDS NOTICE: Effective January 1, 1979, federal law prohibits any person trom I request that the total amounts of deferred compensation be applied to th( Oeferrm§ more than 2550 of total compensation or $7.500, whichever ~s available investment funds in the following percentages (See ICMA-RC Ar lower. Total compensation is your salary, including any amounts deterred nual Report for discussion of funds): Effective on the payday shown below, I desire to be paiC. in the form of deferred compensation as follows: Cun~ Percema@es Method of Des~gnahn9 ! (Employees (Employer 5 Balanu~d Fund ' (Use Only ()ne,, J Base pay shall be Base pay shall be I I (2) Dollar Melhod $ $ $ Guar,4nleed Intefo51 Fund {per pay ipenod) Payday on which plan is to begin lo~.,, ~oo Mo. Day Yr. understand that where state or local law restriCts the nature of the roves'. My current salary is $ per pay period, ment of these funds that it will be necessary to restrict the investment chore, I am paid every (2 weeks, month. 15 days, etc.): to those available under the law ESSENTIAL EMPLOYEE INFORMATION Sex: M []F Date of Birth Soc alSeourityNumber I I I I I I I Mo. Day Yr. Job Title Department Home AddressJ J J J J No. Street City State Zip DESIGNATION OF BENEFICIARY (See Instructions) Note: When amending your agreement do not complete this section unless you wish to change beneficiaries. To whom shall the proceeds be payable in case of your death? Give first name, middle initial, and last name: Mary A. Relationship to you, Smith (not Mrs. John Smith). For your children, you may simply use the term "My Children" and leave the Date of Date of Birth i.e., wife, son, daughter. Birth and Relationship columns blank. This term will provide equal treatment among your children---present and Mo. Day Year (If none, state whether future-born of any and all marriages and any children legally adopted at any time. friend, creditor, etc.) Primary Beneficiary(ies) (Class I): Contingent Beneficiary(les) (Class II), if any: The right to change beneficiaries is reserved to me. NOTE: If no Primary Beneficiary (Class I) is living at time of your death, the proceeds are payable to the Contingent Beneficiary(ies) (Class II). If a Class includes more than one person, the proceeds are divided equally among the living beneficiaries of the Class. FOR SUPPLEMENTAL PROVISIONS The undersigned hereby applies for participation in the ICMA Retirement Corporation deferred compensation plan as established by my employer. I understand my participation is subject to my employer's agreement, given below, and will be governed by the plan document, its amendments, and this agreement, including the general provisions appearing on the reverse side. I have read paragraph 4 on the reverse side of this agreement, and certify that the amount I have said I want to defer does not exceed 25% of my total compensation or $7,500, whichever is lower. Employee Signature Employer Approval and Agreement Signature Date Signature of Authorized Official * D~ WYou cannot sign your own Joinder Agreement for employer approval. If you also act as your employer's authorized official, have another employee au- thorized to sign your agreement. Print Name and Title of Official (over)