EXHIBIT 10.57
The CORPORATE plan for Retirement Select Plan
BASIC PLAN DOCUMENT
IMPORTANT NOTE
This document is not an IRS approved Prototype Plan. An adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfounded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees" and exempt from
parts 2 through 4 of Title I of the Employee Retirement Income Security Act of
1974 with respect to the Employer's particular situation. Fidelity Management
Trust Company, its affiliates and employees may not provide you with legal
advice in connection with the execution of this document. This document should
be reviewed by your attorney and/or accountant prior to execution.
TABLE OF CONTENTS
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ARTICLE 1. ADOPTION AGREEMENT.................................................................. 1
ARTICLE 2. DEFINITIONS......................................................................... 1
2.01 Definitions......................................................................... 1
ARTICLE 3. PARTICIPATION....................................................................... 5
3.01 Date of Participation............................................................... 5
3.02 Resumption of Participation Following Re-Employment................................. 5
3.03 Cessation or Resumption of Participation Following a Change in Status............... 6
ARTICLE 4. CONTRIBUTIONS....................................................................... 6
4.01 Deferral Contributions.............................................................. 6
4.02 Matching Contributions.............................................................. 7
4.03 Time of Making Employer Contributions............................................... 7
ARTICLE 5. PARTICIPANTS' ACCOUNTS.............................................................. 7
5.01 Individual Accounts................................................................. 7
ARTICLE 6. INVESTMENT OF CONTRIBUTIONS......................................................... 7
6.01 Manner of Investment................................................................ 7
6.02 Investment Decisions................................................................ 7
ARTICLE 7. RIGHT TO BENEFITS................................................................... 7
7.01 Normal or Early Retirement.......................................................... 7
7.02 Death............................................................................... 8
7.03 Other Termination of Employment..................................................... 8
7.04 Separate Account.................................................................... 8
7.05 Forfeitures......................................................................... 9
7.06 Adjustment for Investment Experience................................................ 9
7.07 Hardship Withdrawals................................................................ 9
ARTICLE 8. DISTRIBUTION OF BENEFITS PAYABLE AFTER TERMINATION OF SERVICE....................... 9
8.01 Distribution of Benefits to Participants and Beneficiaries.......................... 9
8.02 Determination of Method of Distribution............................................. 10
8.03 Notice to Trustee................................................................... 10
8.04 Consulting Services and Employment by an Affiliate.................................. 10
ARTICLE 9. AMENDMENT AND TERMINATION........................................................... 11
9.01 Amendment by Employer............................................................... 11
9.02 Retroactive Amendments.............................................................. 11
9.03 Termination......................................................................... 11
9.04 Distribution upon Termination of the Plan........................................... 11
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TABLE OF CONTENTS
(continued)
Page
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ARTICLE 10. MISCELLANEOUS...................................................................... 11
10.01 Communication to Participants...................................................... 11
10.02 Limitation of Rights............................................................... 11
10.03 Nonalienability of Benefits........................................................ 11
10.04 Facility of Payment................................................................ 12
10.05 Information between Employer and Trustee........................................... 12
10.06 Notices............................................................................ 12
10.07 Governing Law...................................................................... 12
11.01 Powers and Responsibilities of the Administrator................................... 12
11.02 Nondiscriminatory Exercise of Authority............................................ 13
11.03 Claims and Review Procedures....................................................... 13
11.04 Costs of Administration............................................................ 14
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PREAMBLE
It is the intention of the Employer to establish herein an unfounded plan
maintained solely for the purpose of providing deferred compensation for a
select group of management or highly compensated employees for purposes of Title
I of ERISA.
ARTICLE 1. ADOPTION AGREEMENT.
ARTICLE 2. DEFINITIONS.
2.01 Definitions.
(a) Wherever used herein, the following terms have the meanings
set forth below, unless a different meaning is clearly required by the context:
(1) "Account" means an account established on the books of
the Employer for the purpose of recording amounts credited on behalf of a
Participant and any income, expenses, gains or losses included thereon.
(2) "Administrator" means the Employer adopting this Plan,
or other person designated by the Employer in Section 1.01(b).
(3) "Adoption Agreement" means Article 1 under which the
Employer establishes and adopts or amends the Plan and designates the optional
provisions selected by the Employer. The provisions of the Adoption Agreement
shall be an integral part of the Plan.
(4) "Beneficiary" means the person or persons entitled under
Section 7.02 to receive benefits under the Plan upon the death of a Participant.
(5) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(6) "Compensation" shall mean for purposes of Article 4
(Contributions) wages as defined in Section 3401(a) of the Code and all other
payments of compensation to an employee by the employer (in the course of the
employers trade or business) for which the employer is required to finish the
employee a written statement under Section 6041(d) and 6051(a) (3) of the Code,
excluding any items elected by the Employer in Section 1.04, reimbursements or
other expense allowances, fringe benefits (cash and non-cash), moving expenses,
deferred compensation, welfare benefits and any in-service withdrawals made
pursuant to Section 7.07 or pursuant to the QUALCOMM Executive Retirement
Matching Contribution Plan, but including amounts that are not includable in the
gross income of the Participant under a salary reduction agreement by reason of
the application of Sections 125, 402(a)(8), 402(h), or 403(b) of the Code and
Deferred Contributions made under the Plan pursuant to Section 4.0. Compensation
must be determined without regard to any rules under Section 3401(a) of the Code
that limit the remuneration included in wages based in the nature of location of
the employment or the services performed (such as exception for agricultural
labor in Section 3401(a)(2) of the Code.
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Compensation shall generally be based on the amount that would have been
actually paid to the Participant during the Plan Year but for an election under
Section 4.01.
In the case of any Self-Employed Individual or an Owner-Employee
Compensation shall mean the Individual's Earned Income.
(7) "Earned Income" means the net earnings of a
Self-Employed Individual derived from the trade or business with respect to
services of such individual are material income-providing factor, excluding any
items not included in gross income and the deductions allocated to such items,
except that for taxable years beginning after December 31, 1989 net earnings
shall be determined with regard to the deduction allowed under Section 164(f) of
the Code, to the extent applicable to the Employer. Net earnings shall be
reduced by contributions of the Employer to any qualified plan, to the extent a
deduction is allowed to the Employer for such contributions under Section 404 of
the Code.
(8) "Employee" means any employee of the Employer,
Self-Employed Individual or Owner-Employee.
(9) "Employer" means the employer named in Section 1.02(a)
and any Related Employers designated in Section 1.02(b).
(10) "Employment Commencement Date" means the date on which
the Employee first performs an Hour of Service.
(11) "ERISA" means the Employee Retirement Income Security
Act of 1974, as from time to time amended.
(12) "Fidelity Fund" means any Registered Investment Company
which is made available to plans utilizing the CORPORATE plan for Retirement
Select Plan.
(13) "Fund Share" means the share, unit, or other evidence of
ownership in a Fidelity Fund.
(14) "Hour of Service" means, with respect to an Employee,
(A) Each hour for which the Employee is directly or
indirectly paid, or entitled to payment, for the performance of duties for the
Employer or a Related Employer, each such hour to be credited to the Employee
for the computation period in which the duties were performed;
(B) Each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the Employer contributes or trust
fund or insurer to which the Employer contributes or pays premiums) on account
of a period of time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation, holiday,
illness, incapacity, disability, layoff, jury duty, military duty, or leave of
absence, each such hour to be credited to the Employee for the Eligibility
Computation Period in which such period of time occurs, subject to the following
rules:
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(i) No more than 501 Hours of Service shall be
credited under this paragraph (B) on account of any single continuous period
during the Employee performs no duties;
(ii) Hours of Service shall not be credited under
this paragraph (B) for payment which solely the Employee for medically-related
expenses, or reimburses which is made or due under a plan maintained solely for
the purpose of complying with applicable workmen's compensation, unemployment
compensation or disability insurance laws; and
(iii) If the period during which the Employee
performs no duties falls within two or more computation periods and if the
payment made on account of such period is not calculated on the basis of units
of time, the Hours of Service credited with respect to such period shall be
allocated between not more than the first two such computation periods on any
reasonable basis consistently applied with respect to similarly situated
Employees; and
(C) Each hour counted under paragraph (A) or (B) for
which back pay, irrespective of mitigation of damages, has been either awarded
or agreed to be paid by the Employer or a Related Employer, each such hour to be
credited to the Employee for the computation period to which the award or
agreement pertains rather than the computation period in which the award
agreement or payment is made.
For purposes of determining Hours of Service, Employees of the Employer
and of all Related Employers will be treated as employed by a single employer.
For purposes of paragraphs (B) and (C) above, Hours of Service will be
calculated in accordance with the provisions of Section 2530.200b-2(b) of the
Department of Labor regulations which are incorporated herein by reference.
Solely for purposes of determining whether a break in service for
participation purposes has occurred in a computation period, an individual who
is absent from work for maternity or paternity reasons shall receive credit for
the hours of service which would other wise been credited to such individual but
for such absence, or in any case in which such hours cannot be determined, 8
hours of service per day of such absence. For purposes of this paragraph, an
absence from work for maternity reasons means an absence (1) by reason of the
pregnancy of the individual, (2) by reason of a birth of a child of the
individual, (3) by reason of the placement of a child with the individual in
connection with the adoption of such child by such individual, or (4) for
purposes of caring for such child for a period beginning immediately following
such birth or placement. The ours of service credited under this paragraph shall
be credited (1) in the computation period in which the absence begins if the
crediting is necessary to prevent a break in service in that period, or (2) in
all other cases, in the following computation period.
(15) "Normal Retirement Age" means the normal retirement age
specified in Section 1.10(b) of the Adoption Agreement.
(16) "Owner-Employee" means, if the Employer is a sole
proprietorship, the individual who is the proprietor, or if the Employer is a
partnership, a partner
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who owns more than 10 percent of either the capital interest of the profits
interest of the partnership.
(17) "Participant" means any Employee who participates in the
Plan in accordance with Article 3 hereof.
(18) "Plan" means the plan established by the Employer as set
for the herein as a new plan or as in amendment to an existing plan, by
executing the Adoption Agreement, together which any and all amendments hereto.
(19) "Plan Year" means the 12 consecutive month period
designated by the Employer in Section 1.01(d).
(20) "Registered Investment Company" means any one or more
corporations, partnerships or trusts registered under the Investment Company Act
of 1940 for which Fidelity Management and Research Company serves as investment
advisor.
(21) "Related Investment Company" means any one or more
corporations, partnerships or trusts registered under the Investment Company Act
of 1940 for which Fidelity Management and Research Company serves as investment
advisor.
(22) "Related Employer" means any employer other than the
Employer named in Section 1.02(a), if the Employer and such other employer are
members of a controlled group of corporations (as defined in Section 414(b) of
the Code) or an affiliated service group (as defined in Section 414(m)), or are
trades or businesses (whether or not incorporated) which are under common
control (as defined in Section 414(c)), or such other employer is required to be
aggregated with the Employer pursuant to regulations issued under Section
414(o).
(23) "Trust" means the trust created by the Employer.
(24) "Trust Agreement" means the agreement between the
Employer and the trustee, as set forth in a separate agreement, under which
assets are held, administered, and managed subject to the claims of the
Employer's creditors in the event of the Employer's insolvency, until paid to
Plan Participants and their Beneficiaries as specified in the Plan.
(25) "Trust Fund" means the property held in the Trust by the
Trustee.
(26) "Trustee" means the corporation or individuals appointed
by the Employer to administer the Trust in accordance with the Trust Agreement.
(27) "Years of Service for Vesting" means, with respect to
any Employee, the number of whole years of his periods of service with the
Employer or a Related Employer (the elapsed time method to compute vesting
service), subject to any exclusions elected by the Employer in Section 1.07(b).
An Employee will receive credit for the aggregate of all time period(s)
commencing with the Employee's Employment Commencement Date and ending on the
date a break in service begins, unless any such years are excluded by Section
1.07(b). An Employee will also receive credit for any period of severance of
less than 12 consecutive months. Fractional periods of a year will be expressed
in terms of days.
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In the case of a Participant who has 5 consecutive 1-year breaks in
service, all years of service after such breaks in service will be disregarded
for the purpose of vesting the Employer-derived account balance that accrued
before such breaks, but both pre-break and post-break service will count for the
purposes of vesting the Employer-derived account balance that accrues after such
breaks. Both accounts will share in the earnings and losses of the fund.
In the case of a Participant who does not have 5 consecutive 1-year breaks
in service, both the pre-break and post-break service will count in vesting both
the pre-break and post-break employer-derived account balance.
A break in service is a period of severance of at least 12 consecutive
months. Period of severance is a continuous period of time during which the
Employee is not employed by the Employer. such period begins on the date the
Employee retires, quits or is discharged, or is earlier, the 12-month
anniversary of the date on which the Employee was otherwise first absent from
service.
In the case of an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive month period beginning on the first
anniversary of the first date of such absence shall not constitute a break in
service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child by such individual, (3) by
reason of the placement of a child with the individual in connection with the
adoption of such child by such individual, or (4) for purposes of caring for
such child for a period beginning immediately following such birth or placement.
If the Plan maintained by the Employer is the plan of a predecessor
employer, an Employee's Years of Service for Vesting shall include years of
service with such predecessor employer. In any case in which the Plan maintained
by the Employer is not the plan maintained by a predecessor employer, service
for such predecessor shall be treated as service for the Employer to the extent
provided in Section 1.08.
(b) Pronouns used in the Plan are in the masculine gender but
include the feminine gender unless the context clearly indicated otherwise.
ARTICLE 3. PARTICIPATION.
3.01 Date of Participation. An eligible Employee (as set forth in Section
1.03(a)) will become a Participant in the Plan on the first Entry Date after
which be becomes an eligible Employee if he has filed an election pursuant to
Section 4.01. If the eligible Employee does not file an election pursuant to
Section 4.01 prior to his first Entry Date, then the eligible Employee will
become a Participant in the Plan as of the first day of a Plan Year for which he
has filed an election.
3.02 Resumption of Participation Following Re-Employment. If a
Participant ceases to be an Employee and thereafter returns to the employ of the
Employer he will again become a Participant as of an Entry Date following the
date on which he completes an Hour of Service for the Employer following the
date on which he completes an Hour of Service for the Employer
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following his re-employment, if he is an eligible Employee as defined in Section
1.03(a), and has filed an election pursuant to Section 4.01.
3.03 Cessation or Resumption of Participation Following a Change in
Status. If any Participant continues in the employ of the Employer or Related
Employer but ceases to be an eligible Employee as defined in Section 1.03(a),
the individual shall continue to be a Participant until the entire amount of his
benefit is distributed; however, the individual shall not be entitled to make
Deferral Contributions or receive an allocation of Matching contributions during
the period that he is not an eligible Employee. Such Participant shall continue
to receive credit for service completed during the period for purposes of
determining his vested interest in his Accounts. In the event that the
individual subsequently again becomes an eligible Employee, the individual shall
resume full participation in accordance with Section 3.01.
ARTICLE 4. CONTRIBUTIONS.
4.01 Deferral Contributions.
(a) Each Participant may elect to execute a salary reduction
agreement with the Employer to reduce his Compensation by a specified percentage
not exceeding the percentage set forth in Section 1.05(a) and equal to a whole
number multiple of one (1) percent. Such agreement shall become effective on the
first day of the period as set forth in the Participant's election. The election
will be effective to defer Compensation relating to all services performed in a
Plan Year subsequent to the filing of such an election. An election once made
will remain in effect until a new election is made. A new election will be
effective as of the first day of the following Plan Year and will apply only to
Compensation payable with respect to services rendered after such date. Amounts
credited to a Participant's account prior to the effective date of any new
election will not be affected and will be paid in accordance with that prior
election. the Employer shall credit an amount to the account maintained on
behalf of the Participant corresponding to the amount of said reduction. Under
no circumstances may a salary reduction agreement be adopted retroactively. A
Participant may not revoke a salary reduction agreement for a Plan Year during
that year.
(b) Notwithstanding the foregoing, if a Participant wishes to
defer receipt of his or her annual bonus to be paid during a Plan Year with
respect to the fiscal year of the Company which ends during such Plan year, the
Participant shall execute a bonus reduction agreement with the Employer using
the form determined by the Administrator to reduce such annual bonus by a
specified percentage not exceeding the percentage set forth in Section 1.05(a)
and equal to a whole number multiple of one (1) percent. The election shall be
made prior to the time the amount of such annual bonus is determined and paid.
The election will apply only to the annual bonus that is paid to the Participant
during the Plan Year in which such election is made. A Participant may not
revoke a bonus reduction agreement for a Plan Year once it is made.
(c) Notwithstanding the foregoing, if a Participant wishes to
defer receipt of his or her special one time vacation accrual distribution
payment, to be paid according to the Company's vacation accrual distribution
payment program (the "Program") on April 1, 2002, according to such procedures
and requirements as set forth in the Program, the Participant shall
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execute a vacation accrual distribution payment reduction agreement with the
Employer using the form determined by the Administrator to reduce such payment
under the Program by a specified percentage not exceeding the percentage set
forth in Section 1.05(a) and equal to a whole number multiple of one percent
(1%). The election shall be made prior to the date specified by the
Administrator. The election will apply only to the vacation accrual distribution
payment under the Program that is paid to the Participant during the Plan Year
following the year in which such election is made. A Participant may not revoke
such a vacation accrual distribution payment agreement once such an election is
made.
For purposes of this Section 4.01, the term "Compensation" shall have the
same meaning as set forth in Section 2.01(a)(6), except that all bonuses (as
provided in Section 4.01(b)) and such vacation distribution payments shall be
excluded.
Notwithstanding any other provision of the Plan to the contrary, the
Administrator may require a Participant to cease deferrals to the Plan for such
period of time as the Administrator shall determine in its sole discretion
either as a condition of permitting an in-service hardship withdrawal pursuant
to Section 7.07 of the Plan or in order to avoid the need for such hardship
withdrawal.
4.02 Matching Contributions. If so provided by the Employer in Section
1.05(b), the Employer shall make a Matching Contribution to be credited to the
account maintained on behalf of each Participant who had Deferral Contributions
made on his behalf during the year and who meets the requirement, if any, of
Section 1.05(b)(3). The amount of the Matching Contribution shall be determined
in accordance with Section 1.05(b).
4.03 Time of Making Employer Contributions. The Employer will from time
to time make a transfer of assets to the Trustee for each Plan Year. The
Employer shall provide the Trustee with information on the amount to be credited
to the separate account of each Participant maintained under the Trust.
ARTICLE 5. PARTICIPANTS' ACCOUNTS.
5.01 Individual Accounts. The Administrator will establish and maintain
an Account for each Participant which will reflect Matching and Deferral
Contributions credited to the Account of behalf of the Participant and earnings,
expenses, gains and losses credited thereto, and deemed investments made with
amounts in the Participant's Account. The Administrator will establish and
maintain such other accounts and records as it decides in its discretion to be
reasonably required or appropriate in order to discharge its duties under the
Plan. Participants will be furnished statements of their Account values at least
once each Plan Year.
ARTICLE 6. INVESTMENT OF CONTRIBUTIONS.
6.01 Manner of Investment. All amounts credited to the Accounts of
Participants shall be treated as though invested and reinvested only in eligible
investments selected by the Employer in Section 1.11(b).
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6.02 Investment Decisions. Investments in which the Accounts of
Participants shall be treated as invested and reinvested shall be directed by
the Employer or by each Participant, or both, in accordance with the Employer's
election in Section 1.11(a).
(a) All dividends, interest, gains and distributions of any nature
earned in respect of Fund Shares in which the Account is treated as investing
shall be credited to the account as though reinvested in additional shares of
that Fidelity Fund.
(b) Expenses attributable to the acquisition of investments shall
be charged to the Account of the Participant for which such investment is made.
ARTICLE 7. RIGHT TO BENEFITS.
7.01 Normal or Early Retirement. If provided by the Employer in Section
1.07(d), each Participant who attains his Normal Retirement Age or Early
Retirement Age will have a nonforfeitable interest in his Account in accordance
with the vesting schedule elected in Section 1.07. If a Participant retires on
or after attainment of Normal or Early Retirement Age, such retirement is
referred to as a normal retirement. On or after his normal retirement, the
balance of the Participant's Account, plus any amounts thereafter credited to
his Account, subject to the provisions of Section 7.06, will be distributed to
him in accordance with Article 8.
If provided by the Employer in Section 1.06, a Participant who separates
from service before satisfying the age requirements for early retirement, but
has satisfied the service requirement will be entitled to the distribution of
his Account, subject to the provisions of Section 7.06, in accordance with
Article 8, upon satisfaction of such age requirement.
7.02 Death. If a Participant dies before the distribution of his Account
has commenced, or before such distribution has been completed, his Account shall
become vested in accordance with the vesting schedule elected in Section 1.07
and his designated Beneficiary of Beneficiaries will be entitled to receive the
balance or remaining balance of his Account, plus any amounts thereafter
credited to his Account, subject to the provisions of Section 7.06. Distribution
to the Beneficiary or Beneficiaries will be made in accordance wit Article 8.
A Participant may designate a Beneficiary or Beneficiaries, or change any
prior designation of Beneficiary or Beneficiaries by giving notice to the
Administrator on a form designated by the Administrator. If more than one person
is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.
A copy of the death notice or other sufficient documentation must be filed
with and approved by the Administrator. If upon the death of the Participant
there is, in the opinion of the Administrator, no such amount will be paid to
his surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan). If a Beneficiary dies
after benefits to such Beneficiary have commenced, but before they have been
completed, and in the opinion of the Administrator, no person has been
designated to receive such remaining benefits, then such benefits shall be paid
to the deceased Beneficiary's estate.
7.03 Other Termination of Employment. If provided by the Employer in
Section 1.06, if a Participant terminates his employment of any reason other
than death or normal retirement,
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he will be entitled to a termination benefit equal to (i) the vested
percentage(s) of the value of the Matching Contributions to his Account, as
adjusted for income, expense, gain, or less, such percentage(s) determined in
accordance with the vesting schedule(s) selected by the Employer in Section
1.07, and (ii) the value of the deferral Contributions to his Account as
adjusted for income, expense, gain or less. The amount payable under this
Section 7.03 will be subject to the provisions of Section 7.06 and will be
distributed in accordance with Article 8.
7.04 Separate Account. If a distribution from a Participant's Account has
been made to him at a time when he has a nonforfeitable right to less than 100
percent of his Account, the vesting schedule in Section 1.07 will thereafter
apply only to amounts in his Account attributable to Matching Contributions
allocated after such distribution. The balance of his Account immediately after
such distribution will be transferred to a separate account which will be
maintained for the propose of determining his interest according to the
following provisions.
At any relevant time prior to a forfeiture of any portion thereof under
Section 7.05, a Participant's nonforfeitable interest in his Account hale in a
separate account described in the preceding paragraph will b equal to
P(AB+(BxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of the separate account
at the relevant time; D is the amount of the distribution; and R is the ratio of
the account balance at the relevant time to the account balance after
distribution. Following a forfeiture of any portion of such separate account
under Section 7.05 below, any balance in the participant's separate account will
remain fully vested and nonforfeitable.
7.05 Forfeitures. If a Participant terminates his employment, any portion
of his Account (including any amounts credited after his termination of
employment) not payable to him under Section 7.03 will be forfeited by him. For
purposes of this paragraph, if the value of a Participant's vested account
balance is zero, the Participant shall be deemed to have received a distribution
of his vested interest immediately following termination of employment. Such
forfeitures will be applied to reduce the contributions of the Employer under
the Plan (or administrative expenses of the Plan).
7.06 Adjustment for Investment Experience. If any distribution under this
Article 7 is not made in a single payment, the amount remaining in the Account
after the distribution will be subject to adjustment until distributed to
reflect the income and gain or loss on the investments in which such amount is
treated as invested and any expenses properly charged under the Plan and Trust
to such amounts.
7.07 Hardship Withdrawals. Subject to the provisions of Article 8, a
Participant shall not be permitted to withdraw his Account (and earnings
thereon) prior to retirement or termination of employment, except if permitted
under Section 1.09, a Participant may apply to the Administrator to withdraw
some or all of his Account if such withdrawal is made on account of an
unforeseeable emergency as determined by the Employer. An unforeseeable
emergency is a severe financial hardship to the Participant resulting from a
sudden and unexpected illness or accident of the Participant or of a dependant
(as defined in Section 152(a) of the Code) of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. The circumstances that will constitute an unforeseeable
emergency will depend upon the facts of
9
each case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved
(a) through reimbursement or compensation by insurance or
otherwise,
(b) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial hardship, or
(c) by cessation of deferrals under the Plan.
ARTICLE 8. DISTRIBUTION OF BENEFITS PAYABLE AFTER
TERMINATION OF SERVICE.
8.01 Distribution of Benefits to Participants and Beneficiaries.
(a) Distribution under the Plan to a Participant or to the
Beneficiary of the Participant shall be made in a lump sum in cash or, if
elected by the Employer in Section 1.10 and specified in the Participant's
deferral election, under a systematic withdrawal plan (installment(s)) not
exceeding 10 years as soon as administratively reasonable following the
Participant's termination of employment.
(b) Distributions under a systematic withdrawal plan must be made
in substantially equal quarterly or monthly installments, in cash, over a period
certain which does not exceed 10 years.
(c) Distributions may also be made in such other forms as shall be
determined by the Employer and expressly provided for under the terms of this
Plan.
(d) In the event a Participant ceases to be employed by the
Employer in order to become an employee of an affiliate of the Employer, then
the Employer, in its sole discretion, may elect to transfer the amount credited
to such Participant's Account to an unfunded, nonqualified plan for the deferral
of compensation established by such Affiliate.
8.02 Determination of Method of Distribution. The Participant will
determine the method of distribution (including, with respect to installments,
the frequency and period certain) of benefits to himself and the method of
distribution to his Beneficiary. Such determination will be made at the time the
Participant first makes a deferral election under the Plan. If the Participant
does not determine the method of distribution to him or his Beneficiary, the
method shall be a lump sum. A Participant may change his or her election
regarding the method of distribution (including with respect to installments,
the frequency and period certain) by making a new election. A new election will
be effective as of the later of the date that is six (6) months following the
date the new election is made or the first day of the Plan Year following the
Plan Year in which the new election is made and will apply to the Participant's
entire Account. The Participant's election regarding the method of distribution
shall not be changed subsequent to the Participant's termination of employment;
however, the Beneficiary may request that the Administrator approve a change to
the form of distribution, which may not be changed without the Administrator's
approval.
10
8.03 Notice to Trustee. The Administrator will notify the Trustee in
writing whenever any Participant or Beneficiary is entitled to receive benefits
under the Plan. The Administrator's notice shall indicate the form, amount and
frequency of benefits that such participant or Beneficiary shall receive.
8.04 Consulting Services and Employment by an Affiliate. For purposes of
Articles 7 and 8 the following shall not be treated as the termination of the
Participant's employment with the Employer: (i) employment by an affiliate of
the Employer; (ii) the provision of services to the Employer as a member of the
Board of Directors of the Employer that is simultaneous and immediately after
employment with the Employer or an affiliate of the Employer; or (iii) the
provision of consulting services to the Employer or an affiliate of the
Employer. For purposes of this Section 8.04, an "affiliate" shall include any
entity which controls the employer named in Section 1.02(a) of the Adoption
Agreement, which is controlled by such employer, or which is under common
control with such employer.
ARTICLE 9. AMENDMENT AND TERMINATION.
9.01 Amendment by Employer. The Employer reserves the authority to amend
the Plan by filing with the Trustee an amended Adoption Agreement, executed by
the Employer only on which said Employer has indicated a change or changes in
provisions previously elected by it. Such changes are to be effective on the
effective date of such amended Adoption Agreement. Any such change
notwithstanding, no Participant's Account shall be reduced by such change below
the amount to which the Participant would have been entitled if he had
voluntarily left the employ of the Employer immediately prior to the date of the
change. The Employer may from time to time make any amendment to the Plan that
may be necessary to satisfy the Code or ERISA. The Employer's board of directors
or other individual specified in the resolution adopting this Plan shall act on
behalf of the Employer for purposes of this Section 9.01.
9.02 Retroactive Amendments. An amendment made by the Employer in
accordance with Section 9.01 may be made effective on a date prior to the first
day of the Plan Year in which it is adopted if such amendment is necessary or
appropriate to enable the Plan and Trust to satisfy the applicable requirements
of the Code or ERISA or to conform to the plan to any change in federal law or
to any regulations or ruling thereunder. Any retroactive amendment by the
Employer shall be subject to the provisions of Section 9.01.
9.03 Termination. The Employer has adopted the Plan with the intention
and expectation that contributions will be continued indefinitely. However, said
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may discontinue contributions under the Plan or terminate the
Plan at any time by written notice delivered to the Trustee without any
liability hereunder for any such discontinuance or termination.
9.04 Distribution upon Termination of the Plan. Upon termination of the
Plan, no further Deferral Contributions or Matching Contributions shall be made
under the Plan, but Accounts of Participants maintained under the Plan at the
time of termination shall continue to be governed by the terms of the Plan until
paid out in accordance with the terms of the Plan;
11
provided, however, that the Employer shall retain the sole discretion to
distribute the Participants' Accounts in a lump sum payment at any time
following the termination of the Plan.
ARTICLE 10. MISCELLANEOUS.
10.01 Communication to Participants. The Plan will be communicated to all
Participants by the Employer promptly after the Plan is adopted.
10.02 Limitation of Rights. Neither the establishment of the Plan and the
Trust, nor any amendment thereof, nor the creation of any fund or account, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable right against the Employer, Administrator or
Trustee, except as provided herein; and in no event will the terms of employment
or service of any Participant be modified or in any way affected hereby.
10.03 Nonalienability of Benefits. The benefits provided hereunder will
not be subject to alienation, assignment, garnishment, attachment, execution or
levy of any kind, either voluntarily or involuntarily, and any attempt to cause
such benefits to be so subjected will not be recognized, except to such extent
as may be required by law.
10.04 Facility of Payment. In the event the Administrator determines, on
the basis of medical reports or other evidence satisfactory to the
Administrator, that the recipient of any benefit payments under the Plan is
incapable of handling his affairs by reason of minority, illness, infirmity or
other incapacity, the Administrator may direct the Trustee to disburse such
payments to a person or institution designated by a court which has jurisdiction
over such recipient or a person or institution otherwise having the legal
authority under State law for the care and control of such recipient. The
receipt by such person or institution of any such payments shall be complete
acquittance therefore, and any such payment to the extent thereof, shall
discharge the liability of the Trust for the payment of benefits hereunder to
such recipient.
10.05 Information between Employer and Trustee. The Employer agrees to
furnish the Trustee, and the Trustee agrees to furnish the Employer with such
information relating to the Plan and Trust as may be required by the other in
order to carry out their respective duties hereunder, including without
limitation information required under the Code or ERISA and any regulations
issued or forms adopted thereunder.
10.06 Notices. Any notices or other communication in connection with this
Plan shall be deemed delivered in writing if addressed as provided below and if
either actually delivered at said address or, in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the
United States mails, first-class postage prepaid and registered or certified:
(a) If to the Employer or Administrator, to it at the address set
forth in the Adoption Agreement, to the attention of the person specified to
receive notice in the Adoption Agreement;
(b) If to the Trustee, to it at the address set forth in the Trust
Agreement; or, in each case at such other address as the addressee shall have
specified by written notice delivered in accordance with the foregoing to the
addressor's then effective notice address.
12
10.07 Governing Law. The Plan and the accompanying Adoption Agreement will
be construed, administered and enforced according to ERISA and to the extent not
preempted thereby, the laws of the State of California.
ARTICLE 11. PLAN ADMINISTRATION
11.01 Powers and Responsibilities of the Administrator. The Administrator
has the full power and the full responsibility to administer the Plan in all of
its details, subject, however to the applicable requirements of ERISA. The
Administrator's powers and responsibilities include, but are not limited to, the
following:
(a) To make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan, its interpretation thereof in good
faith to be final and conclusive on all persons claiming benefits under the
Plan;
(c) To decide all questions concerning the Plan and the
eligibility of any person to participate in the Plan;
(d) To administer the claims and review the procedures specified
in Section 11.03;
(e) To compute the amount of benefits which will be payable to any
Participant, former Participant or Beneficiary in accordance with the provisions
of the Plan;
(f) To determine the person or persons to whom such benefits will
be paid;
(g) To authorize the payment of benefits;
(h) To comply with the reporting and disclosure requirements of
Part 1 of Subtitle B of Title I of ERISA;
(i) To appoint such agents, counsel, accountants, and consultants
as may be required to assist in administering the Plan;
(j) By written instrument, to allocate and delegate its
responsibilities, including the formation of an Administrative Committee to
administer the Plan;
11.02 Nondiscriminatory Exercise of Authority. Whenever, in the
administration of the Plan, any discretionary action by the Administrator is
required, the Administrator shall exercise its authority in a nondiscriminatory
manner so that all persons similarly situated will receive substantially the
same treatment.
11.03 Claims and Review Procedures.
(a) Claims Procedure. If any person believes he is being denied
any rights or benefits under the Plan, such person may file a claim in writing
with the Administrator. If any
13
such claim is wholly or partially denied, the Administrator will notify such
person of its decision in writing. Such notification will contain (i) specific
reasons for the denial, (ii) specific reference to pertinent Plan provisions,
(iii) a description of any additional material or information necessary for such
person to perfect such claim and an explanation of why such material or
information is necessary, and (iv) information as to the steps to be taken if
the person wishes to submit a request for review. Such notification will be
given within 90 days after the claim is received by the Administrator (or within
180 days, if special circumstances require an extension of time for processing
the claim, and if written notice of such extension and circumstances is given to
such person within the initial 90-day period). If such notification is not given
within the initial 90-day period, the claim will be considered denied as of the
last day of such period and such person may request a review of his claim.
(b) Review Procedure. Within 60 days after the date on which a
person receives a written notice of a denied claim (or, if applicable, within 60
days after the date on which such denial is considered to have occurred), such
person (or his duly authorized representative) may (i) file a written request
with the Administrator for a review of his denied claim and of pertinent
documents and (ii) submit written issues and comments to the Administrator. The
Administrator will notify such person of its decision in writing. Such
notification will be written in a manner calculated to be understood by such
person and will contain specific reasons for the decision as well as specific
references to pertinent Plan provisions. The decision on review will be made
within 60 days after the request for review is received by the Administrator (or
within 120 days, if special circumstances require an extension of time for
processing the request, such as an election by the Administrator hold a hearing,
and if written notice of such extension and circumstances is given to such
person within the initial 60-day period). If the decision on review is not made
within such period, the claim will be considered denied.
11.04 Costs of Administration. Unless some or all costs and expenses are
paid by the Employer, all reasonable costs and expenses (including legal,
accounting, and employee communication fees) incurred by the Administrator and
the Trustee in administering the Plan and Trust, which are authorized by the
Service Agreement entered into by the Employer and the Trustee or which are
approved in writing by the Employer in advance, will be paid first from the
forfeitures (if any) resulting under Section 7.05, then from the remaining Trust
Fund. All such costs and expenses paid from the Trust Fund will, unless
allocable to the Accounts of particular Participants, be charged against the
Accounts of all Participants on a prorata basis or in such other reasonable
manner as may be directed by the Employer.
14
CPR SELECT
THE CORPORATE PLAN FOR RETIREMENT
SELECT PLAN
Adoption Agreement
IMPORTANT NOTE
This document is not an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees" and exempt from Parts 2 through 4
of Title I of the Employee Retirement Income Security Act of 1974 with respect
to the Employer's particular situation. Fidelity Management Trust Company, its
affiliates and employees may not provide you with legal advice in connection
with the execution of this document. This document should be reviewed by your
attorney and/or accountant prior to execution.
All sections of this Adoption Agreement must be completed, except where stated
as optional. An Employer may only select the options listed. An Employer should
consult with its attorney and/or accountant for assistance in completing this
Agreement.
1.01. PLAN INFORMATION:
(a) Enter the legal name of the Plan.
(b) Complete only if the Plan Administrator is not the Employer. (Fidelity is
not the Plan Administrator). A Committee may be designated to act on
behalf of the Plan Administrator. However, in such case, the Employer or
other Plan Administrator would still be named in this section.
(c) This is the three digit number assigned to the plan as required by the
Internal Revenue Service. For a new plan, if the Employer does not
currently or has never maintained another employee benefit pension plan
then this Plan Number will be "001." If the Employer currently maintains
or has ever maintained another employee benefit pension plan then this
Plan will be "002." If the Employer currently maintains or has ever
maintained two other employee benefit pension plans then this Plan will be
"003," etc. An existing Employer plan that is a conversion from another
plan document must use the same three digit plan number currently in
effect.
(d) Enter the month and day of the Plan Year end (i.e., December 31). The Plan
Year must be the last day of a month.
(e)(1) Select (1) or (2).) If this is a new Plan then enter the Effective Date.
(e)(2) Enter the Effective Date of Amendment to the CPR Select Plan. This is the
date that all Plan assets will be wired to Fidelity and when the
provisions in this Adoption Agreement will become effective. This date
MUST be the first day of a month. The Effective Date must be the same date
as the Implementation Date. The Implementation Date is also identified in
the Fidelity Service Agreement.
ADOPTION AGREEMENT
ARTICLE I
1.01 PLAN INFORMATION:
(a) Name of Plan:
This is the QUALCOMM Incorporated Executive Retirement Contribution
Plan (the "Plan").
(b) Name of Plan Administrator, if not the Employer:
_________________________________________________________________________
Address:
___________________________________________________________
Phone Number:
___________________________________________________________
The Plan Administrator is the agent for service of legal process for the
Plan.
(c) Three Digit Plan Number:
__________________________
(d) Plan Year End (month/day): 12/31
(e) Plan Status (check one):
(1) [X] Effective Date of new Plan: 12/1/95
(2) [ ] Amendment Effective Date:
_____________________________
The original effective date of the Plan:
________________
1.02. EMPLOYER:
(a) Enter the Employer's legal name, principal address, contact name and phone
number. If one or more Related Employers are adopting this Plan then the
Employer identified in this section should be the Employer sponsoring the
plan.
(a)(1) Enter the Employer's Federal tax identification number. This is not the
Federal tax identification number of the Plan.
(a)(2) Select the business form(s) of the Employer. Related Employers under
1.02(b) adopting the CPR Select Plan that have multiple business forms
may select more than one business form, if applicable. A sole proprietor,
partnership or Subchapter S corporation should consult with its attorney
and/or accountant before adopting the plan with respect to the issue of
whether the plan can benefit owners or whether it should cover only
common-law employees.
3
(a)(3) Enter the month and day of the Employer's, not the Plan's, fiscal tax
year end.
(b) (Optional) If an Employer is part of an affiliated service group or
controlled group of employers (collectively defined as "Related
Employers") then it may include one or more Related Employers in the
definition of "Employer" under this Plan. (Unrelated Employers CANNOT be
included as part of the Employer's Plan. Please consult your attorney
and/or accountant for assistance on the definition of legally Related
Employers.) Each Related Employer must take the appropriate legal action
(i.e., Board of Directors' resolution for a corporation) to be included as
part of the Employer's Plan.
1.02 EMPLOYER:
(a) The Employer is: QUALCOMM Incorporated
Address: 5775 Morehouse Drive
San Diego, CA 92121
Contact's Name: Marge Fitch
Telephone Number: (858) 651-6092
(1) Employer's Tax Identification Number: 95-3685034
(2) Business form of Employer (check one):
(A) [X] Corporation
(B) [ ] Sole proprietor or partnership
(C) [ ] Subchapter S Corporation
(3) Employer's fiscal year end: Last Sunday of every September
(b) The term "Employer" includes the following Related Employer(s) (as defined
in Section 2.01(a)(21)):
QUALCOMM Investments
QUALCOMM International
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
4
1.03 COVERAGE:
(a) To be exempt from Parts 2 through 4 of Title 1 of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") and to comply with
Department of Labor rules, the Plan must be "unfunded and maintained
primarily for the purpose of providing deferred compensation for a select
group of management or highly compensated employees." The Department of
Labor has not defined or issued formal guidance on who constitutes a
"management or highly compensated employee." Additionally, to avoid
current income taxation of amounts deferred, certain IRS rules and
regulations must be followed. You must consult your attorney and/or
accountant for assistance on (i) compliance with the reporting and
disclosure requirements of Part 1 of Title I of ERISA, (ii) whether or not
a particular employee or group of employees would be included within the
definition of "management or highly compensated employees," and (iii)
whether the Plan satisfies all IRS rules and regulations applicable to
this type of plan. List the names of employees who will be eligible to
participate in the Plan on Attachment A.
(b) (Select one option.) The Entry Date is the date an eligible Employee may
actually begin participating in the Plan. Participation may occur only on
or after the date an Employee files an election with Employer. Such
election will relate only to services to be performed after the election
is filed and before the end of the Plan Year. An election once made
remains in effect until a participant files a new election for a
subsequent Plan Year.
1.03 COVERAGE
(a) Only those Employees listed in Attachment A will be eligible to
participate in the Plan. A Eligible Employee shall be any Employee
who holds the title of Office of the Chair, Corporate Senior Vice
President, Division President, Corporate Vice President, Division
Senior Vice President, Division Vice President, or any other
position of equal seniority or responsibility.
(b) The Entry Date(s) shall be (check one):
(1) [ ] the first day of each Plan Year.
(2) [ ] the first day of each Plan Year and the date six months
later.
(3) [X] the first day of each Plan Year and the first day of the
fourth, seventh, and tenth months.
(4) [ ] the first day of each month.
1.04 COMPENSATION (SELECT ONE OPTION):
Compensation is defined under the Plan as total Compensation paid which would be
reportable as earnings in the wages, tips and other Compensation box on the
annual IRS tax Form W-2 ("W-2 Compensation") but for the election under Section
1.05, subject to any elections in
5
Section 1.04(a) through (d). For purposes of determining Contributions under
Section 1.05, W-2 Compensation is modified as follows:
to include:
- Internal Revenue Code Section 401(k) salary deferrals;
- Internal Revenue Code Section 125 salary deferrals (Employee pre-tax
contributions to a "cafeteria plan");
- Elective contributions under Internal Revenue Code Sections 402(h)
(Simplified Employee Pension), 403(b) (Tax Sheltered Annuities),
other deferred compensation described in Section 457(b) (Plan of
State and Local Governments and Tax-Exempt Organizations), or
414(h)(2) Plan of a State or Political Subdivision of the
Government), and
to exclude:
- Deferred Compensation other than amounts deferred under this Plan;
- Fringe benefits (cash and non-cash);
- Moving expenses;
- Reimbursements or other expense allowances;
- Welfare benefits.
However, Compensation for purposes of the Internal Revenue Code accrual deferral
percentage test and the actual contribution percentage test under an Internal
Revenue Code Section 401(k) plan will be based upon the aforementioned
definition of Compensation reduced by amounts elected under Section 1.05 and
regardless of any items excluded from the definition of Compensation in Section
1.04(a) through (d).
An Employer may exclude overtime pay, bonuses, commissions, and/or the value of
a qualified or non-qualified stock option granted from an Employee's
Compensation by checking the appropriate options(s) in (a) through (d). If
compensation will be deferred as W-2 compensation without any of the exclusions
in (a) through (d), then select option (e).
1.04 COMPENSATION
For purposes of determining Contributions under the Plan,
Compensation shall be as defined in Section 2.01(a)(6), but
excluding (check the appropriate box(es)):
(a) [ ] Overtime Pay.
(b) [ ] Bonuses.
(c) [X] Commissions.
6
(d) [X] The value of a qualified or a non-qualified stock option
granted to an Employee by the Employer to the extent such
value is includable in the Employee's taxable income.
(e) [ ] No exclusions.
1.05 EMPLOYER CONTRIBUTIONS:
Complete (a). (b) is optional.
(a) An Employer may allow a Participant to elect to contribute Deferral
Contributions in a whole percentage, from 1% to 100%, of Compensation into
the Plan. The election will be effective to defer Compensation relating to
all services performed in a Plan Year subsequent to the filing of such an
election. An election once made is irrevocable for a Plan Year and remains
in effect until a Participant makes a new election for a subsequent Plan
Year. A new election will be effective as of the first day of the
following Plan Year and will apply only to Compensation payable with
respect to services rendered after such date. Amounts credited to a
Participant's account prior to the effective date of any new election will
not be affected and will be paid in accordance with that prior election.
(b) (Optional) An Employer may elect to match all Employee Deferral
Contributions, subject to any percentage of Compensation and/or dollar
limit(s) under Section 1.05(b)(2), based upon 50% (Option (A)), 100%
(Option (B)), a specified percentage (Option (C)), or a tiered match
(Option (D)), a percentage declared by the Board (Option (E)) or an
"other" option to be completed (Option (F)).
An Employer may make Discretionary Matching Contributions, if any, each
Plan Year based upon a percentage of Participant Employee Deferral
Contributions (Option (E)). This option enables the Employer to vary the
Matching Contribution annually without having to amend the CPR Select Plan
Adoption Agreement. The amount of Matching Contributions, if any, will be
determined annually by the Employer and then communicated to the
Participants. The Employer may declare the Matching Contributions at any
time during the Plan Year. A corporate Employer must pass a Board of
Directors Resolution declaring the Matching Contribution for a particular
Plan Year. A Sole Proprietor or a Partnership must write a Letter of
Intent declaring the Matching Contribution for a particular Plan Year.
Employer Matching Contributions must be computed based upon the amount of
a Participant's Deferral Contributions, subject to any percentage of
Compensation and/or dollar limit(s) under Section 1.05(b)(2).
(b)(2)(A)(Optional) An Employer may select to limit the percentage of a
Participant's Deferral Contributions that are eligible for the Matching
Contributions specified in (b)(1) to a certain percentage of his/her
eligible Compensation.
Example: An Employer wants to match 50% of each dollar contributed
to the Plan as Deferral Contributions but only on the first six
percent of a Participant's eligible Compensation. A
7
Participant's eligible Compensation for one payroll is $1,000 and he
contributes 10% of it into the Plan as Deferral Contributions. The
Matching Contribution will be limited to $30 [($1,000 of
Compensation) x (6% limit) = $60, $60 x 50% = $30].
If an Employer directs Fidelity to establish a Basic Employee Deferral
Contribution and a Supplemental Employee Deferral Contribution source for
contributions made pursuant to Section 1.05(b) on the Fidelity Participant
Recordkeeping System and the Employer elects a percentage limit on
Matching Contributions then the match must be computed based upon each
period. A Basic Deferral Contribution represents the portion of a
Participant's Deferral Contributions that will be matched by the Employer.
A Supplemental Deferral Contribution represents the portion of a
Participant's Deferral Contributions that will not be matched by the
Employer.
(b)(2)(B) (Optional). An Employer may select to limit the total Matching
Contributions to a fixed dollar amount.
Note: An Employer may select (2)(A), (2)(B) or both 2(A) and (2)(B). If
the latter is selected then the Matching Contributions will be
limited to whichever limit occurs first, either the percentage of
Compensation in (A) or the fixed dollar amount in (B).
(b)(3) (Select one or more options.) If Matching Contribution is selected in
Section 1.05(b)(1) then the Employer must select one of the Options (A
through D) listed in this section. An Employer may specify that a
Participant must satisfy certain conditions during a Plan Year to be
eligible to receive Matching Contributions. The Employer may require a
Participant to be employed on the last day of the Plan Year (Option (A))
and/or either earn at least 500 hours of service during the Plan Year
(Option (B)) or earn at least 1,000 hours of service during the Plan Year
(Option (C)). Matching Contributions made pursuant to (A), (B) or (C) are
referred to as conditional contributions and must be funded after Plan
Year end. Participants who die, become disabled or retire during the Plan
Year must meet the requirement(s) selected, if any, to receive Matching
Contributions on their Deferral Contributions.
NOTE: CONDITIONAL MATCHING CONTRIBUTIONS ELECTED IN OPTION (A), (B) OR (C)
THAT ARE FUNDED DURING THE PLAN YEAR WILL BE TREATED AS
UNCONDITIONAL MATCHING CONTRIBUTIONS. ADDITIONALLY, IF AN EMPLOYER
HAS BEEN MAKING UNCONDITIONAL MATCHING CONTRIBUTIONS AND ELECTS
OPTIONS (A), (B) OR (C) DURING A PLAN YEAR THEN SUCH OPTION WILL NOT
BECOME EFFECTIVE UNTIL THE FIRST DAY OF THE NEXT PLAN YEAR.
1.05 CONTRIBUTIONS
(a) Deferral Contributions. The Employer shall make a Deferral
Contribution in accordance with Section 4.01 on behalf of each
Participant who has an executed salary reduction agreement in effect
with the Employer for the Plan Year (or portion of the Plan Year) in
question, not to exceed 100% of Compensation for that Plan. Year.
For purposes of
8
the percentage limitation, Compensation shall exclude salary
deferrals and all other authorized payroll withholdings to other
employee benefit plans maintained by the Employer, applicable income
and employment withholding taxes, and all withholding obligations
imposed by law. In addition, the Employer shall make a Deferral
Contribution in accordance with Section 4.01(b) on behalf of each
Participant who has executed a bonus reduction agreement with
respect to their annual bonus paid during such Plan Year in an
amount up to 100% of such bonus, less all other payroll withholdings
either authorized by the Participant or required by law.
(b) [ ] Matching Contributions N/A
(A) [ ] 50%
(B) [ ] 100%
(C) [ ] ____%
(D) [ ] (Tiered Match) _____% of the first ______% of the
Participant's Compensation contributed to the Plan,
____% of the next ____% of the Participant's Compensation
contributed to the Plan,
____% of the next ____% of the Participant's Compensation
contributed to the Plan.
(E) [ ] The percentage declared for the year, if any, by a Board
of Director's resolution.
(F) [ ] Other:
_________________________________________________________
_________________________________________________________
_________________________________________________________
(2) [ ] Matching Contribution Limits (check the appropriate box(es)):
(A) [ ] Deferral Contribution in excess of ___% of the
Participant's Compensation for the period in question
shall not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A) above
and requests the Trustee to account separately for
matched and unmatched Deferral Contributions, the
Matching Contributions allocated to each Participant
must be computed, and the percentage limit applied,
based upon each period.
9
(B) [ ] Matching Contributions for each Participant for each Plan
Year shall be limited to $_________________.
(3) Eligibility Requirement(s) for Matching Contributions
A Participant who makes Deferral Contributions during the Plan Year
under Section 1.05(a) shall be entitled to Matching Contributions
for that Plan Year if the Participant satisfies the following
requirement(s) (Check the appropriate box(es). Options (B) and (C)
may not be elected together):
(A) [ ] Is employed by the Employer on the last day of the Plan
Year.
(B) [ ] Earns at least 500 Hours of Service during the Plan Year.
(C) [ ] Earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] No requirements.
Note: If Option (A), (B) or (C) above is selected then Matching
Contributions can only be made by the Employer after the Plan
Year ends. Any Matching Contributions made before Plan Year
end shall not be subject to the eligibility requirements of
this Section 1.05(b)(3)).
1.06 DISTRIBUTION DATES
You may select the date or dates after which a Participant may elect
to receive a distribution of his accounts from the Plan in one of
the forms selected under Section 1.10. A Participant must elect the
time and form of payment when the Deferral Contribution election is
made. If the Participant does not elect a time and form of payment,
then amounts will be paid in a lump sum at the earliest date
selected under Section 1.06. You must select at least one of the
following options:
(a) (Optional). An employer may select age 65 (Option 1)), any other age
between 55 and 64 (Option 2)), or the later of a specified age between 55
and 65 and the fifth anniversary of the date the Participant commenced
employment (Option 3)). A Participant is not required to retire once
he/she attains normal retirement age. (Select one option).
(b) (Optional). Specify the early retirement age and required year of service,
if applicable.
(c) (Optional). A Participant may elect to receive his accounts upon
termination of employment with the Employer.
10
1.06 DISTRIBUTION DATES
A Participant may elect to receive a distribution or commence
distributions from his Account pursuant to Section 8.02 upon the
following date(s) (check the appropriate box(es)). If Option (c) is
elected, then options (a) and (b) may not be elected):
(a) [ ] Attainment of Normal Retirement Age. Normal Retirement Age
under the Plan is (check one):
(1) [ ] age 65.
(2) [ ] age ___(specify from 55 through 64).
(3) [ ] later of the age ___ (cannot exceed 65) or the
fifth anniversary of the Participant's
Commencement Date.
(b) [ ] Attainment of Early Retirement Age. Early Retirement Age
is the first day of the month after the Participant
attains age ___ (specify 55 or greater) and completes ___
Years of Service for Vesting.
(c) [X] Termination of employment with the Employer.
1.07 VESTING SCHEDULE
(a) Vesting refers to the nonforfeitable interest of a Participant in Matching
Contributions and the earnings thereon. A Participant is always 100%
vested in Employee Deferral Contributions and the earnings thereon.
Vesting under the CPR Select Plan is based upon the elapsed-time method
that is defined under the "Years of Service for Vesting" in Section
2.01(a)(27) of the Plan Document. Participant Years of Service for vesting
Matching Contributions includes all years of service subject to any such
exclusion in Section 1.07(b). Amounts which are not fully vested when a
Participant terminates employment will not be distributed to the
Participant.
(Select one.) An Employer electing Matching Contributions in Section
1.05(b) must select only one of the Vesting Schedules Listed in Options
(1) through (8). An Employer may create its own vesting scheduled by
inserting the elected vesting percentage in the blanks in (7) or electing
(8) and attaching a separate page setting forth the vesting schedule.
(b) (Optional.) Years of service for Participant vesting includes all Years of
Service for an Employee except an Employer may elect to exclude service
prior to the Effective Date of a new plan (Option (1)) or prior to the
original Effective Date of a pre-existing plan (Option (2)).
(c) (Optional.) Insert the events that will cause a complete forfeiture of a
Participant's Matching Contributions (such as theft, violation of a
non-compete agreement, etc.....)
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AMOUNTS DEFERRED UNDER THE CPR SELECT PLAN ARE GENERALLY SUBJECT TO FICA
TAXES (INCLUDING THE OASDI PORTION ON THE AMOUNT NOT IN EXCESS OF THE
SOCIAL SECURITY WAGE BASE, AND THE HOSPITAL INSURANCE PORTION ON THE
ENTIRE AMOUNT) AT THE TIME THE SERVICES ARE PERFORMED. HOWEVER, IF THE
MATCHING CONTRIBUTIONS ARE SUBJECT TO A VESTING SCHEDULE OR ARE SUBJECT TO
FORFEITURE, THE AMOUNT OF THE MATCHING CONTRIBUTIONS WILL BE SUBJECT TO
FICA AS OF THE LATER OF WHEN THE SERVICES ARE PERFORMED OR WHEN THERE IS
NO SUBSTANTIAL RISK OF FORFEITURE OF THE RIGHTS TO SUCH AMOUNT.
(d) (Optional.) Insert the events, if any, which result in 100% Vesting other
than completion of the required years of service under the Vesting
Schedule selected in Section 1.07(a).
1.07 VESTING SCHEDULE
(a) The Participant's vested percentage in Matching Contributions
elected in Section 1.05(b) shall be based upon the schedule(s)
selected below:
(1) [X] N/A - No Matching Contributions
(2) [ ] 100% Vesting immediately
(3) [ ] 3 year cliff (see C below)
(4) [ ] 5 year cliff (see D below)
(5) [ ] 6 year graduated (see E below)
(6) [ ] 7 year graduated (see F below)
(7) [ ] G below
(8) [ ] Other (Attachment "B")
Vesting Schedule
Years of ----------------
Service for
Vesting C D E F G
------- -- -- -- -- --
0 0% 0% 0% 0% --
1 0% 0% 0% 0% --
2 0% 0% 20% 0% --
3 100% 0% 40% 20% --
4 100% 0% 60% 40% --
5 100% 100% 80% 60% --
6 100% 100% 100% 80% --
7 100% 100% 100% 100% 100%
(b) [ ] Years of Service for Vesting shall exclude (check one):
(1) [ ] for new plans, service prior to the Effective Date as
defined in Section 1.01(e)(1).
(2) [ ] for existing plans converting from another plan document,
service prior to the original Effective Date as defined in
Section 1.01(e)(2).
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(c) [ ] A Participant will forfeit his Matching Contributions upon the
occurrence of the following event(s):_________________________
______________________________________________________________
(d) A Participant will be 100% vested in his Matching Contributions upon
(check the appropriate box(es), if any):
N/A
(1) [ ] Normal Retirement Age (as defined in Section 1.06(a)).
(2) [ ] Early Retirement Age (as defined in Section 1.06(b)).
(3) [ ] Death.
1.08 PREDECESSOR EMPLOYER SERVICE
(Optional). An Employer may elect to include an Employee's Years of
Service with any predecessor employer(s) listed in (a) through (d) for
vesting purposes.
1.08 PREDECESSOR EMPLOYER SERVICE
[ ] Service for purposes of vesting in Section 1.07(a) shall include
service with the following employer(s):
(a) _________________________________________________________________
(b) _________________________________________________________________
(c) _________________________________________________________________
(d) _________________________________________________________________
1.09 HARDSHIP WITHDRAWALS (SELECT ONE OPTION):
(a) (Optional). An Employer may elect to make hardship withdrawals available
with a set minimum.
A Participant may request a hardship withdrawal from his/her Deferral
Contributions subject to the discretion of the Employer. You should
consult your attorney and/or accountant for assistance on permissible
hardship withdrawals.
(b) An Employer may elect not to make hardship withdrawals available by
selecting this option.
1.09 HARDSHIP WITHDRAWALS
Participant withdrawals for hardship prior to termination of employment
(check one):
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(a) [X] will be allowed in accordance with Section 7.07, subject to a
$1,000 minimum amount. (Must be at least $1,000)
(b) [ ] will not be allowed.
1.10 DISTRIBUTIONS
Distributions from the Plan will be paid to a Participant either in lump
sum (Option (a)) or in systematic installment withdrawals not to exceed 10
years (Option (b)). Distributions will be made on or after termination of
employment with the Employer, as permitted under Section 1.06 and as
elected by the Participant at the time the Deferral Contribution election
was made. If the Participant does not elect a time and form of payment,
his amounts will be paid in a lump sum at the earliest date selected under
Section 1.06. An Employer who converted from another plan document that
allowed a Participant the right to receive his/her distribution from the
Plan in a lump sum and/or installment option(s) must select the same
option in this section. (Select one or both options.)
1.10 DISTRIBUTIONS
(a) Subject to Articles 7 and 8, distributions under the Plan will be
paid (check the appropriate box(es)):
(1) [X] as a lump sum.
(2) [X] under a systematic withdrawal plan (installments) not to
exceed 10 years.
(b) Normal Retirement Age under the Plan is age 65.
(c) Early Retirement Age is the first day of the month after the
Participant attains age 62 1/2 and completes 10 Years of Service for
Vesting.
Notwithstanding the foregoing, in the event a Participate terminates
employment prior to his or her Normal Retirement Age or Early Retirement
Age, such distribution will be paid as a lump sum.
1.11 INVESTMENT DECISIONS
This section permits the Employer to designate who directs the selections
of investments (Employer, Participants or both) and the Fidelity Mutual
Funds in which Participant Accounts shall be treated as invested and
reinvested. (Selection one option from (a) and complete Option (b).)
(a)(1) An Employer may direct all Participant account balances between/among the
available Fidelity Funds offered under the Plan by election Option (1).
The Employer is responsible for sending Fidelity written direction for any
exchanges between/among available Funds based upon procedures established
by Fidelity.
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(a)(2) An Employer may allow each Participant to direct his/her entire account
balance between/among the available Fidelity Funds offered under the Plan
by selecting Option (2). (A Participant's spouse or a third party may not
direct Participant account balances.) Each Participant should receive a
prospectus in accordance with Securities and Exchange Commission
requirements before investing money in any Fidelity Mutual Fund to Service
Agreement.
(a)(3) An Employer may direct Employer Matching Contributions and allow a
Participant to direct his/her remaining account balances between/among the
available Fidelity Funds by selecting Option (3). The Employer and
Participant must select from the available Funds listed in Option (b). The
Employer must provide Fidelity with written instructions for the
investment of Participant accounts that it will direct between/among
Fidelity Funds.
(b) The Employer may only select Fidelity Funds offered under the CPR Select
Plan. An additional recordkeeping fee will be charged for each Fidelity
Fund selected in excess of five (5).
This document includes two (2) identical signature pages. An authorized
officer (if the Employer is incorporated) or an authorized individual(s)
(if the Employer is unincorporated) must sign pages ___ and ___ and return
page ___ to Fidelity. Only one authorized signature is required to execute
this Adoption Agreement, unless the Employer's corporate policy mandates
two authorized signatures. The Employer should take the appropriate Board
of Director's action to adopt the CPR Select Plan .
THIS AGREEMENT SHOULD BE REVIEWED BY YOUR ATTORNEY AND/OR ACCOUNTANT
BEFORE IT IS EXECUTED.
1.11 INVESTMENT DECISIONS
(a) Investment Directions
Investments in which the Accounts of Participants shall be treated
as invested and reinvested shall be directed (check one):
(1) [ ] by the Employer among the options listed in (b) below.
(2) [X] by each Participant among the options listed in (b) below.
(3) [ ] by each Participant with respect to Deferral Contributions
and by the Employer with respect to Employer Matching
Contributions. The Employer must direct the Employer
Matching Contributions among the same investment options
made available for Participant directed sources listed
in (b) below.
(b) Plan Investment Options
Participant Accounts will be treated as invested among the Fidelity
Funds listed below pursuant to Participant and/or Employer
directions.
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Fund Name Fund Number
--------- -----------
(1) Money Market Portfolio 0630
(2) Government Securities Fund 0054
(3) Asset Manager Portfolio 0314
(4) Growth & Income Portfolio 0027
(5) Magellan Fund 0021
(6) Contra Fund 0022
(7) OTC Fund (effective 1/1/96) 0093
(8) __________________________ ______
(9) __________________________ ______
(10) __________________________ ______
Note: An additional annual recordkeeping fee will be charged for each fund in
excess of five funds.
Note: The method and frequency for change of investments will be determined
under the rules applicable to the selected funds. Information will be
provided regarding expenses, if any, for changes in investment options.
1.12 RELIANCE ON PLAN
An adopting Employer may not rely solely on this Plan to ensure that the
Plan is "unfunded and maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" and exempt from Parts 2 through 4 of Title I of the
Employee Retirement Income Security Act of 1974 with respect to the
Employer's particular situation. This Agreement must be reviewed by your
attorney and/or accountant before it is executed.
This Adoption Agreement may be used only in conjunction with the Corporate
Plan for Retirement Select Basic Plan Document.
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EXECUTION PAGE
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 6th day of December, 1995.
Employer: QUALCOMM Incorporated
By: Dan Sullivan
Title: VP, Human Resources
Employer: QUALCOMM Incorporated
By: Kathy Marchetta
Title: Benefits Manager
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