Ordinance No. 1,8776151
ORDINANCE NO.1877
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS ESTABLISHING THE DEFERRED COMPENSATION PLAN FOR
QUALIFIED EMPLOYEES OF THE CITY OF BAYTOWN;AUTHORIZING
THE MAYOR TO EXECUTE THE DEFERRED COMPENSATION PLAN
WITHTHE INTERNATIONAL MANAGEMENT ASSOCIATION RETIREMENT
CORPORATION;AND PROVIDING FOR THE EFFECTIVE DATE
HEREOF.
WHEREAS,the City of Baytown,Texas,has in its employ
many valued employees who areand will be rendering valuable
services to the City of Baytown;and
WHEREAS,the City Council of the City of Baytown has
considered the establishment of a Deferred Compensation Plan
for its employees made available to the City and to said
employees by the International City Management Association
Retirement Corporation;and
WHEREAS,said employees are unable to acquire a deferred
annuity agreement under other existing and available retirement
plans;and
WHEREAS,theCity receives benefits under said plans by
being able to assure reasonable retirement security to said
employees,by being more able to attract competent personnel
toits service,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 ORDAINED BY THE CITY COUNCIL OF
THE CITY OF BAYTOWN,TEXAS:
Section 1:That the City Council of the City of Baytown
does hereby establish said Deferred Compensation Plan for
its employees anddoes hereby authorize the Mayor to execute
the Deferred Compensation Plan with the International City
Management Association Retirement Corporation,attached
hereto as Appendix A.
6152
Section 2:That the City Manager is hereby authorized,
on behalf of the City,to execute all Joinder Agreements
with said employees and other eligible officials and officers,
which are necessary for said persons participation in the
plan,an example of which appears as Appendix B,except that
any Joinder Agreement for said designated official shall be
executed by the Mayor.
Section 3:This ordinance shall take effect immediately
from and after its passage by the City Council of the City
of Baytown.
INTRODUCED,READ and PASSED by the affirmative vote of
the City Council on this 25th day of September,1975.
*j &>**»~-
TOM GENTRY,Mayor
ATTEST:
EDNA OLIVER,City Clerk
APPROVED:
NEEL MCHARDSON,CityAttorn
-2-
APPENDIX A
INTERNATIONAL CITY MANAGEMENT ASSOCIATION
RETIREMENT CORPORATION
DEFERRED COMPENSATION PLAN
Amended as of June 28,1974
THIS DEFERRED COMPENSATION PLAN,hereby established by_
hereinafter the Employer;by agreements with the International City Management Association Retirement Corporation and with the
employees,officers,and officials of said employer who become party to this agreement,by reason ofa "Joinder Agreement"signed
at this time,or at some time In the future.
WHEREAS,the Employer has certain employees rendering to it valuable services;and
WHEREAS,the Employer is able to provide its employees with certain benefits under this Plan which assure to those participating
employees reasonable retirement security;and
WHEREAS,the Employer receives benefits from this Plan by increasing its ability to attract and retain competent personnel andby
increasing its flexibility in personnel management.
NOW THEREFORE WITNESSETH that the Employer has established this International City Management Association Retirement
Corporation Deferred Compensation Plan and has caused it to be executed by the official affixing his signature on behalf of the
Employer's governing body.
»
Conversion Provision:Where an Employer has previously established the ICMA-RC deferred compensation plan for its employees,
this Plan shall supercede all previous documents and provisions thereof except that existing deferred compensation employment
agreements will continue in full force and effect in lieu of Part I of this plan,and as such,have the immediate force and effect ofa
"Joinder Agreement"to this Plan.If the Employer and Employee desire to amend the existing Deferred Compensation Employment
Agreement by substituting Part I of this Plan therefor,this may be done by execution of a "Joinder Agreement".
For the Employer:
Attest for Employer:By:.
Signature of Authorized Official/Date
Signature of Authorized Official
(Seal)
Print Name and Title
Approved as to Form:
Attorney for the Employer
Attest for ICMA-Retirement Corporation
Signature of Authorized Official
(Seal)
For the ICMA Retirement Corporation
By:
Signature of Authorized Official/Date
Complete the following prior to mailing this agreement to the Retirement Corporation
Full Name (City of.County of,etc.):
Title of Official to whom correspondence and reportsare to be mailed:
(not name)
Address:(include zip code).
Employers'Federal Tax Identification Number:
Enti?r your amendment date here:
(It may be January 1 or the beginning date of your fiscal year)
'.'umber at employees:Number of employees cligilila to participate:
PRELIMINARY STATEMENT
ESTABLISHMENT OF THE PLAN
AMENDMENTS
The International City Management Association Retirement
Corporation,hereinafter the Retirement Corporation or ICMA-RC,
is a nonprofit Delaware Corporation.It has been classified as a
tax-exempt organization under the provisions of Section 501 (c)13)
of the Internal Revenue Code.As an aid in the improvement of state
and municipal administration in general,the Retirement Corpora
tion is organized for the purpose of receiving and investing deferred
compensation funds of state and local governments and their related
and controlled public interest organizations which aretax exempt
under Section 501 of the Internal Revenue Code,hereinafter
referred to as "Employers";to act as trustee and/or agent for the
collection and reinvestment of the income therefrom;and to act as
agent for such Employers and at their explicit direction for the
distribution of the funds and assets of their accounts to their
participating Employees in accordancewith options provided in this
International City Management Association Retirement Corporation
Deferred Compensation Plan,hereinafter referred to as the "Plan",
or the "ICMA-RC Plan".
The ICMA-RC Plan is set out below in two parts:I.The
Deferred Compensation Employment Agreement;and II.The
Master Trust Agreement.As set out below,the Employer adopts
this plan as its agreement with the participating Employees and
ICMA-RC,and the Employees shall participate in the Plan through
the execution of a Joinder Agreement,which by its terms
incorporates all of the provisions of the Plan.A copy of the Plan
shall be supplied to each Employee for his study and understanding
prior to his execution of the Joinder Agreement.Tho Employers,
through their participation In the Plan,express their desire to have
the benefit of the continued loyalty,service and counsel of their
Employees and to assist them in providing for the contingencies of
old age dependency,disability,and death.
This Plan may be amended from time to time for purposes of
assuring its conformance to the requirements of any applicable law
or rule or regulation pursuant thereto,and to preserve the
tax-exempt status of the Plan and the Retirement Corporation.No
amendment may eitherdirectly or indirectly operate to deprive any
participating Employer of its beneficial interest in the Trust as it is
then constituted.The Retirement Corporation will notify the
participating Employers of any amendment to this Plan no later
than sixty days prior to its effective date.Any such amendment will
become effective after tho expiration of that period of time,except
to those Employers as may file an objection.No amendment
proposed by participating Employers shall be effective unless agreed
to by the ICMA Retirement Corporation over the signatureof an
Officer.
PART I.DEFERRED COMPENSATION EMPLOYMENT
AGREEMENT
1.Deferred Compensation—Initial Decision—Future Changes
1.1 There is no limit on the amount or percentage of the total
compensation of the Employee which may be deferred by
the Employer under this Plan.
1.2 For the purpose of this Plan the following definitions apply:
a."Total compensation"is the total of compensation to be
paid by the Employer for the services of the Employee,
regardless of the terms used for its components,as,for
example,"base pay,""in addition to base pay,""employer's
contributions,"etc.;
b."Deferred compensation"is that amount or percentage of
the total compensation of the Employee which the Employer
currently defers from the payment to the Employee,and,
instead,deposits same into a Deferred Compensation
Account with the Retirement Corporation under the terms of
this Plan.Deferred compensation may include amounts from
or percentages of both "base pay"and "employers
contributions"or it may include amounts from or
percentages of only one of these components;
c."Current compensation"is that portion of the Employee's
total compensation which is not deferred compensation as
deferred compensation is defined herein;and
d."Base pay"is the stated salary of the Employee.
1.3 The determination of the initial amount or percentage and of
any future change in amount or percentageof deferred
compensation must be made before the beginning of tho
periodof service for which the compensation is payable.
1.4 The amount of total compensation may be adjusted from
time to time without altering the terms of this Plan.
However,the percentage or amount of deferred
compensation may be adjusted in accordance with 1.3 above.
Any such adjustment of the percentage or amount of
deferred compensation shall be communicated to the
Employer's agent,the Retirement Corporation,and the
deposits in the adjusted percentages or amounts,if changed
from the priorexisting percentages or amounts,shall
thereafter be made by the Employer into its Retirement
Corporation Account.
2.Deferred Compensation Account.Under this Plan,deferred
compensation shall be credited and paid into the Trust established
and maintained with the International City Management Association
Retirement Corporation as Trustee.The Retirement Corporation is
a nonprofit corporation formed for the specific purpose of investing
and otherwise administering the funds of said Trust.The Trust may
be revoked at any time by the Employer,and upon revocation of
said Trust,all of the assets thereof shall return to and revert to the
Employer.The Employer shall keep accurate books and records
with respect to the Employee's total compensation or othor earned
income and with respect to amounts paid into said Trust.
3.Ownership of Funds.Neither the Employee nor any beneficiary
thereof shall have any interest whatsoever in the funds paid into the
Deferred Compensation Account or in the accumulations or any
increments on such funds,which shall at all times remain as an asset
of the Employer,subject to its absolute dominion,control,and
right of withdrawal until such time as the funds or assets of the
Account areare distributed to the Employee in accordance with the
provisions of this Plan.Tho obligations of the Employer to pay
deferred compensation is contractualonly,the Employee having no
preferred or special interest or claim,by way of trust,annuity,or
otherwise,in and to the specific funds and assets hold in the
Deferred Compensation Account.The contractual obligations of the
Employer to pay the funds and assets in its Deferred Compensation
Account to the Employee or his beneficiary on the applicable
distribution date shall be a continuing obligation upon the
Employer,and shall not be relieved by any agreement between the
Employer and any other party,except as provided in Section 2 of
Paragraph 12 of this Plan,and shall not be affected in any manner
by amendment or revocation of the Trust referred to in Pargraph 2
herein or by reversion of the Trust Funds to the Employer.The
provisions of this Paragraph shall supersede and control any other
provision of this Plan which could be interpreted to be in conflict
therewith.
4.Administration of Funds.The funds deposited in the Deferred
Compensation Account shall be invested and reinvested by tho
Retirement Corporation,as provided for in the Trust Fund
described in Part II of this Plan,in any manner which in its sole
discretion it deems desirable,without regard at any time to any legal
limitation governing the investment of such funds.The Account
shall also reflect tho gain or loss resulting from the investment and
reinvestment thereof.This Trust Fund may be commingled with
others established by the Trustee with other Employers under this
Plan.
5.Designation of Investments.Each participating Employer,being
advised of the preferences of,and for the benefit of each of its
participating Employees,shall designate the percentage of the
deferred compensation involved which shall bo invested in the
respective types of investment funds (accounts)of the Retirement
Corporation,such as the Equity (Variable)Fund or the
Fixed-Income Fund,unless the laws of the applicable state or local
government require otherwise,in which case those laws shall govern.
Future elections to change the percentage to be invested in each
type of Fund may only be made prior to and for the next
succeeding annual period ofservicefor which the compensation is
payable by filing written notice thereof with the Retirement
Corporation.Such notice will not be effective until received by the
Retirement Corporation.
6.Payment of Deferred Compensation.The words "designated
age",as used in this Paragraph and in Paragraph 9 of this Pian,shall
me3n the designated age which appears in the Joinder Agreement
executed by the participating Employee.These words,as used in
this Paragraph,in Paragraph 9,and in the Joinder Agreement,shall
also include the following,without repetition therein:"or later,in
the sole discretion of the Employer,at the end of his employment
agreement,if Employee continues in the employ of the Employer
after he attains the designated age."At such time as the Employee
reaches the designated age,becomes permanently disabled,or dies,
whichever occurs first,he,or his beneficiary or beneficiaries,
nominee or estate is/are entitled to receive payment in the Deferred
Compensation Account outstanding on the date on which one of
the foregoing occurs.Payments occasioned by the Employee having
reached the designated age,becoming permanently disabled,or by
his death shall be made in accordance with the provisions of
Paragraph7 hereof as follows:
a.Payments in monthly,quarterly,semi-annual,or annual
payments over the period of life expectancy ofthe Employee in
accordance with the following procedure:
Upon reaching the designated age,or becoming permanently
disabled from permanent full-time employment,whichever
first occurs,the Employee's life expectancy shall be
determined by reference to Standard U.S.Mortality Tables:
the amounts of assets and accumulations in the Deferred
Compensation Account shall be computed together with a
reasonable rate of return on said assets,less the amount of
expected monthly distribution,over the life expectancy of
the Employee;and a monthly amount shall thenbe
mathematically determined,the payment of which,in equal
monthly installments over the period of the life expectancy
of the Employee,shall completely deplete the said Account
at the end of the last year of life expectancy;or
b.Payments in monthly,quarterly,semi-annual,or annual
payments in accordance with the following procedure:
Unless the Employee's employment terminates prior tothe
time he attains the designated age,amounts equal to the
benefits received by the Employer,under retirement annuity
policies,shall be paid to the Employee,at suchtime as he
attains the designated age;or,in the case ofdeath,payment
to his beneficiary or beneficiaries,nominee or estate pursuant
to the procedures provided in said policies and Paragraphs 7
and 8 of this Plan;or
c.Payments in monthly,quarterly,semi-annual,orannual
installments over a period of not exceeding ten (10)years,said
payments to include a reasonable return on thefunds,assets and
accumulations in the Deferred Compensation Account,less the
amount of expectedmonthly,quarterly,semi-annual,or annual
distribution,over the said ten (10)year period;or
d.One lump sum payment.
7.Selection of Method of Payment.The method of payment shall
be selected by the Employer,acting through the Retirement
Corporation as its duly authorized agent,due consideration being
given to health,financial circumstances and family obligations of
the Employee.In this regard,the Employee may be consulted;
however,he shall have no voice in the decision reached,
8.Payments in the Event of Dcoth.
a.During the Period of Distribution.In the event of the
Employee's death during the period of distribution,the
Employee's beneficiary shall be entitled to receive payments in
accordance with the payment method being employed at the
time of the Employee's death.With the consent of the
Employer,acting through the Retirement Corporation as its duly
authorized agent,said beneficiary may elect to receive a
lump-sum in lieu of installment payments.
b.Prior to Distribution.In the event of the death of the
Employee prior to the distribution,the funds and assets of the
Deferred Compensation Account shall be paid in accordance
with one ofthe methods described in subparagraphs a,b,c,or d
of Paragraph 6 hereof.The selection of said method shall be
made by the Employer acting through the Retirement
Corporation as its duly authorized agent.
S.Payment Dates.Payments shall commence on the first day of the
month,following the attainment of the designated age,or later,on
the first day of the month after the end of liis employment
agreement,if Employee continues in the employ of the Employer
after he attains the designated age,or likewise following permanent
disability,or death;and,in the case of installment payments,shall
be made continuously thereafter on the first day of each succeeding
month,or,in the event quarterly,semi-annual,or annual payment
installment periods are applied,then continuously thereafter on the
first day of each succeeding month which begins the time period
(quarterly,etc.)involved until such time as the Deferred
Compensation Account is depleted in its entirety.
10.Disbursing Agent.The Retirement Corporation shall act as
agent of the Employer for purposes of disbursing payments.The
ultimate obligation for making such payments,however,shall
remain with the Employer.
11.Accumulation During the Distribution Period.During the
period of distribution,the Employee or his beneficiary or
beneficiaries,nominee or estate,as the case may be,shall continue
to be credited with all the interest,accumulations,and increments
on the undistributed funds and assets in the Deferred Compensation
Account,until such Account is depleted in its entirety.
12.Section 1.Termination of Employment.Upon termination of
the Employee's services,for any reason other than death,the funds,
assets,and accumulations in the Deferred Compensation Account
shall not be transferred to an account with a new employer of the
Employee,and,instead,they shall remain in the original Account as
assets of theold Employer until such time as they arc distributed in
accordance with the provisions of this Plan,except as provided in
Section 2 of this Paragraph.
Section 2.Transfer of Employmsnt with Consideration Between
Employers—Tripartite Agreement.
In the event the Employee accepts employment with a new employer
participating in the ICMA-RC Deferred Compensation Plan,then,if
the past Employer finds that it has no presentor future need of the
funds,assets,and accumulations in the said Account for the
payment of its general creditors or for any other purpose
whatsoever,in consideration of its desire to avoid the continuing
expense of maintaining records,and receiving,examining,verifying
and filing annual reports of the Retirement Corporation,and in
consideration of avoiding the possible future cxpeses of litigation of
Employee's continuing contractual rights to payment of deferred
compensation on his retirement as herein provided in theevent of
any possible future revocation and withdrawal by the past Employer
of the funds,assets,and accumulations in the said Account,the past
Employer may,ot its discretion,authorize the Retirement
Corporation,as its agent,to propose to the new Employer that tlis
funds,assets,and accumulations of the said Account be transferred
to the ownership,control,and right of withdrawal of the new
bmptoyer,and to do so in the event the new Employer,in
consideration of the increased value of the Employee's services by
reason ofthe experience gained while in past employment,agrees
to accept same,and the respective Employers and the Employee
sign an appropriate form of Agreement in which the new Employer
also agrees to assume the continuing contractual liability to pay
deferred compensation so transferred upon retirement ofthe
Employee and the Employee releases the past Employer from said
continuing obligation to do same.
13.Losses.The Employer shall not be responsible for any loss due
to investment or failure of investment of funds and assets in said
Deterred Compensation Account nor shall the Employer be required
to replace any loss whatsoever which may result from said
investments.
14.Nonassignability of Deferred Compensation.The Employee
during his lifetime shall not be entitled to commute,encumber,sell
or otherwise dispose of his rights to receive deferred compensation
payments provided for herein,and the right thereto shall be
nonassignable and nontransferabte.In the event of any attempted
assignment or transfer thereof,the Employer shall have no further
liability under this Agreement.
15.Participation in other Employee Benefit Plans.Nothing herein
contained shall in any manner modify,impair,or affect the existing
or future rights or shall in any manner modify,impair,or affect the
existing or future 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 pension plan,it being understood
that the rights and interests of the Employee to any employee
benefits or as a participant or beneficiary in or under any or all such
plans respectively shall continue in full force and effect unimpaired,
and the Employee shall have the right at any time hereafter to
become a beneficiary under or pursuant to any and all such plans.
16.Definitions.The meaning of any term or terms,phrase,clause,
or sentence used in this Agreement,which is also used in the
By-Laws of the Retirement Corporation,shall be defined as these
are defined in ARTICLE II,Section 2 of the By-Laws.Masculine
pronouns,whenever used herein,include the feminine pronouns,
and the singular includes the plural unless the context requires
another meaning.
17.Validity of Agreement.This Agreement shall not be valid or
enforceable unless signed byan officer of Employer,authorized,by
the governing body of the Employer,as,for example,the City
Council,and unless this Agreement is implemented by the execution
of the Joinder Agreement.
PART II.MASTER TRUST AGREEMENT
AGREEMENT made by and between the aforenamed Employer
.and the International City Management Association Retirement
Corporation (hereinafter the "Trustee"or "Retirement
Corporation"),a nonprofit corporation organized and existing
under the laws of the State of Delaware,for the purpose of investing
and otherwise administering the funds set aside by Employers in
connection with Deferred Compensation Agreements with
Employees.
WHEREAS,The Employer dusires to enter into agreements with
its Employees whereby its Employees agroe to defer payments of
specified percentages of or amounts from theirtotal compensation
as "deferred compensation"is defined in said agreements until the^
occurence of certain events;
WHEREAS,in order that there will be sufficient funds available
to discharge theforegoing contractual obligations,the Employer
desires to set aside periodic amounts equal to the percentage or
amount of total periodic compensation deferred,
WHEREAS,the funds set aside,together with any and all
investments thereto,are to be exclusively within the dominion,
control,and ownership of the Employer,and subject to the
Employer's absolute right of withdrawal,the Employee having no
interest whatsoever therein;
NOW,THEREFORE,this Agreement witnesseth that (a)the
Employer will pay monies to the Trustee to be placed in deferred
compensation accounts forthe Employer;(b)the Trustee covenants
that it will hold said sums,and any other funds which it may receive
hcreundcr,in trust for the uses and purposes and upon the terms
and conditions hereinafter stated;and (c)the parties hereto agree as
follows:
ARTICLE 1.General Duties of the Parties.
Section 1.1 General Duty ofthe Employer.The Employer shall
make regular periodic payments equal to the percentages ofor
amounts from its participating Employees'total periodic
compensations which are deferred in accordance wilh the terms and
conditions of Deferred Compensation Employment Agreements
with such Employees,or with any subsequent modification thereof.
Section 1.2.General Duties of the Trustee.The Trustee shall
hold all funds received by it hereunder,which,together with the
income therefrom,shall constitute the Trust Funds.It shall
administer the Trust Funds,collect the income thereof,and make
payments therefrom,all as hereinafter provided.The Trustee shall
also hold all Trust Funds which are transferred to it as successor
Trustee by the Employer from existing deferred compensation
arrangements with its Employees which meet the same Internal
Revenue Code requirements which govern the ICMA-RC Deferred
Compensation Plan.Such Trust Funds shall be subject to all of the
terms and provisions of this Agreement.
ARTICLE II.Powers and Duties of the Trustee in Investment,
Administration,and Disbursement of the Trust Fund.
Section 2.1 Investment Powers and Duties of the Trustee.The
Trustee shall have the power in its discretion to invest and reinvest
the principal and income of the Trust Fund and keep the Trust
Fund invested,without distinction between principal and income,in
such securities or in other property,real or personal,wherever
situated,as the Trustee shall deem advisable,including,but not
limited to,stocks,common or preferred,bonds,retirement annuity
and insurance policies,mortgages,and other evidences of
indebtedness or ownership,and in common trust funds of approved
financial or investment institutions,with such institutions acting as
Trustee of such common trust funds,or separate and different types
of funds (accounts)including equity,fixed-income,and those which
fulfill requirements of state and local governmental laws,established
with such approved financial or investment institutions.For these
purposes,this Trust Fund may be commingled with others
established by the Trustee under this form of agreement with other
Employers.In making such investments,the Trustee shall not be
subject at any time to any legal limitation governing the investment
of such funds.Investment powers and investment discretion vested
in the Trustee by this Section may be delegated by the Trustee to
any bank,insurance or trust company,or any investment advisor,
manager or agent selected by it.
Section 2.2.Administrative Powers of the Trustee.The Trustee
shall have the power in its discretion:
(a)To purchase,orsubscribe for,any securities or other
property and to retain the same in trust.
(b)To sell,exchange,convey,transfer or otherwise dispose
of any securities or other property held by it,by private
contract,or at public auction.No person dealing with the
Trustee shall be bound to see the application of the purchase
J0^\8
money or to inquire into the validity,expediency.Or
propriety of any such sale or other disposition.
(c)To vote upon any stocks,bonds,or other securities;to
give general or special proxies or powers of attorney with or
without power of substitution;to exercise any conversion
privileges,subscription rights,or other options,and to make
any payments incidental thereto;to oppose,or to consent to,
or otherwise participate in,corporate reorganizations or
other changes affecting corporate securities,and to delegate
discretionary powers,and to pay any assessments or charges
in connection therewith;and generally to exercise any ofthe
powers of an owner with respect to stocks,bonds,securities
or other property held aspartof the Trust Funds.
(d)To cause any securities or other property held as pan of
the Trust Funds tobe registered in its own name,and to hold
any Investments in bearer form,but the books and recordsof
the Trustee shall at all times show that all such investments
*area part of the Trust Funds.
(e)To borrow or raise money for the purpose of the Trust in
such amount,and upon such terms and conditions,as the
Trustee shall deem advisable;and,for any sum so borrowed,
to issue its promissory note as Trustee,and to secure the
repayment thereof 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 money lent or to inquire
into its validity,expediency or propriety of any such
borrowing.
(f)To keep such portionof the Trust Funds in cash or cash
balances as the Trustee,from time to time,may deem to be
in the best interests of the Trust createdhereby,without
liability for interest thereon.
(g)To accept and retain for such time as it may deem
advisable any securities or otherproperty received or
acquired by it as Trustee hereunder,whether or not such
securities or other property would normally be purchased as
investments hereunder.
(h)To make,execute,acknowledge,and deliver anyand all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry
out the powers herein granted.
(i)To settle,compromise,or submit to arbitration any
claims,debts,or damages due or owing to or from the Trust
Funds;to commence or defend suits or legal or
administrative proceedings;and torepresentthe Trust Funds
in all suits and legal and administrative proceedings.
(j)To do all such acts,take all such proceedings,and
exercise all such rights and privileges,although not
specifically mentioned herein,as the Trustee may deem
necessary to administer the Trust Funds and tocarry out the
purposes of this Trust.
Section 2.3.Distributions from the Trust Funds.The Employer
hereby appoints the Trustee as its agent for purposes of selecting the
method by which distributions from the Trust Funds are to be
made,as well as for purposes of making such distributions.In this
regard the terms and conditions set forth in the Agreements to be
executed between the Employer and its Employees,andany
subsequent modifications thereof,are to guide and control the
Trustee's power.
Section 2.4.Valuation of Trust Funds.At least once a year as of
Valuation Dates designated by the Trustees,the Trustee shall
determine the value ofthe 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 absence of readily ascertsinable market
valuesas the Trustee shall determine,in accordance with methods
consistently followed and uniformly applied.
ARTICLE III.For Protection of Trustee.
Section 3.1.Evidence of Action by Employer.The Trustee may
rely upon any certificate,notice or direction purporting to have
been signed on behalf of the Employer which the Trustee believes to
have been signed by a duly designated official of the Employer.No
communication shall be binding upon any of the Trust Funds or
Trustee until they are received by the Trustee.
Section 3.2.Advice of Counsel.The Trustee may consult with
any legal counsel with respect to the construction of this
Agreement,its duties hereunder,or any act,which it proposes to
take or omit,and shall not be liable for any action taken or omitted
in good faith pursuant to such advice.
Section 3.3.Miscellaneous.The Trustee shall use ordinary care
and reasonable diligence,but shall not be liable for any mistake of
judgment or other action taken in good faith.The Trustee shall not
be liable for any loss sustained by the Trust Funds by reason of any
investment made in good faith and in accordance with the
provisions of this Agreement.
The Trustee's duties and obligations shall be limited to those
expressly imposed upon it by this agreement,notwithstanding any
reference of the Plan.
ARTICLE IV.Taxes,Expenses and Compensation of Trustee.
Section 4.1 Taxes.The Trustee shall deduct from and charge
against the Trust Funds any taxes on the Trust Funds or the income
thereof or which the Trustee is required to pay with respect to the
interest of any person therein.
Section 4.2.Expenses.The Trustee shall deduct from any
charge against the Trust funds all reasonable expenses incurred by
the Trustee in the administration of the Trust Funds,including
counsel,agency and other necessary fees.
ARTICLE V.Settlement of Accounts.Tho trustee shall
keep accurate and detailed accounts of all investments,receipts,
disbursements,and other transactions hereunder.
Within 90 days after the close of each fiscal year,the Trustee
shall render in duplicate to the Employer an account of its acts and
transactions as Trustee hereunder.If any part of the Trust Fund
shall be invested through the medium of any common,collective or
commingled Trust Funds,the last annual report of such Trust Funds
shall be submitted with and incorporated in the account.
If within 90 days after the mailing of the account or any
amended account the Employer has not filed with the Trustee
noticeof any objection to any act or transaction of the Trustee,the
account or amended account shall become an account stated.If any
objection has been filed,and if the Employer is satisfied that it
shouldbe withdrawn or if the account is adjustedto the Employer's
satisfaction,the Employer shall in writing filed with the Trustee
signify approval of the account and it shall become an account
stated.
When an account becomes an account stated,such account shall
be finally settled,and the Trustee shall be completely discharged
and released,as if such account had been settled and allowed by a
judgment or decree ofa court of competent jurisdiction in an action
or proceeding in which the Trustee and the Employer were parties.
The Trustee shall have the right to apply at any time toe court
of competent jurisdiction for the judicial settlement of its account.
ARTICLE VI.Resignation and Removal of Trustoo.
Section 6.1.Resignation of Trustee.The Trustee may resign at
any time by filing with the Employer its written resignation.Such
resignation shall take effect 60 days from the date of such filing and
upon appointment of a successor pursuant to Section 6.3,whichever
shall first occur.
/Section 6.2.Removal of Trustee.The Employer may remove
the Trustee at any time by delivering to the Trustee a written notice
tf
of its removal and an appointment of a successor pursuant to
Section 6.3.Such removal sholt not take effect prior to 60 days
from such delivery unless the Trustee agrees to an earlier effective
date.
Section 6.3.Appointment of Successor Trustee.The
appointment of a successor to the Trustee shall take effect upon the
delivery to the Trustee (a)an instrument in writing executed by the
Employer appointing such successor,and exonerating such successor
from liability for the acts and omissions of its predecessor,and (b)
an acceptance in writing,executed by such successor.
Alt of the provisions set forth herein with respect to the Trustee
shall relate to each successor with the same force and effect as if
such successor had been originally named as Trustee hercunder.
If a successor is not appointed within 60 days after the Trustee
gives notice of its resignation pursuant to Section 6.1,the Trustee
may apply to any court of competent jurisdiction for appointment
of«J successor.
Section 6.4 Transfer of Funds to Successor.Upon the
resignation or removal of the Trustee and appointment of a
successor,and after the final account of the Trustee has been
properly settled,the Trustee shall transfer and deliver any of the
Trust Funds involved to such successor.
ARTICLE VII.Duration and Revocation of Trust Agreement.
Section 7.1.Duration and Revocation.This Trust shall continue
for such time as.may be necessary to accomplish the purpose for
which it was created but may be terminated or revoked at any time
by the Employer as it relates to any and/or all related participating
Employees.Written notice of such termination or revocation shall
be given to the Trustee by the Employer.Upon termination or
revocation of this Trust,all ofthe assets thereof shall return to and
revert to the Employer.Termination of this Trust shall not,
however,relieve the Employer of the Employer's continuing
obligation to pay deferred compensation upon the applicable
distribution date to any and/or each Employee with whom the
Employer has entered into a Deferred Compensation Employment
Agreement.
Section 7.2.Amendment.The Employer shall have the right to
amend this Agreement in whole and in part but only with the
Trustee'swritten consent.Any such amendment shall become
effective upon (a)delivery to the Trustee of a written instrument of
amendment,and (b)the endorsement by the Trustee on such
instrument of its consent thereto.
ARTICLE VIII.Miscellaneous.
Section 8.1.Laws of the State of Delaware to Govern.This
agreement and the Tiust hereby created shall be construed and
regulated by the laws of the State of Delaware.
Section 8.2.Successor Employers.The term "Employer"shall
include any person who succeeds the Employer and who adopts the
Deferred Compensation Plan of the Retirement Corporation and
bscomes a party to this agreement with the consent of the Trustee.
Section 8.3.Withdrawals.The Employer may,at any time,and
from time totime,withdraw a portion or all of the Trust Funds
created by this Agreement and related Deferred Compensation
Employment Agreements.
Section 8.4.Definitions.Definitions in the By-Laws of terms,
phrases,etc.,used herein apply to the same herein.The masculine
includes the feminine and the singular includes the plural unless the
context requires another meaning.
APPENDIX B
JOINDERAGREEMENT
TOTHEICMARETIREMENTCORPORATION
DEFERREDCOMPENSATIONPLAN
TO:.
(Employer)
(checkappropriatebox)
DNEWAGREEMENT(orAccount):Theundersignedherebyacknowledgesreceiptofandagreestothetermsandconditions
DeferredCompensationPlan,asamended,andherebyappliesforparticipationinsaidplanasindicatedbelow:
□AMENDMENTOFEXISTINGAGREEMENT(orAccount):Theundersignedherebyrequeststhatthefollowingamendment
JoinderAgreementwhichprovidedformyparticipationintheICMA-RCDeferredCompensationPlan,asamended.
PERSONALINFORMATION:
QMr.
□Mrs.
□Miss
"mployee'sNamepMs
oftheICMA-RC
bemadetothe
FirstMiddleLast
-Residence
StreetCity
JobTitle.
SocialSecurityNumber□□□-
Stale-IIIf[
ZiZip
Birth.
Mo.DayYear
TowhichoftheAssociationssponsoringthisplandoyoubelong?
DESIGNATIONOFAGEOFRETIREMENT
(ForNewAccountsOnly)
TheageofRetirementunderthisagreementshallbe
(Youmayselectanyagefromage55up.)
DESIGNATIONOFDEFERREDCOMPENSATION
Effectiveonthedateindicatedbelow,IrequestthatIbepaidin
theformofbothcurrentanddeferredcompensation,theamounl
ofdeferredcompensationtobecalculatedasfollows:
'<ectiveDate:'
(-MethodofDesignating
DeferredCompensation
(UseOnlyOne)
(1)PercentageMethod
(2)DollarMethod
(Employee's
Contribution)
Basepayshallbe
reducedby
%
S
(Employer's
Contribution)
Basepayshallbe
addedtoby
%
S
Total
ililili
s
IfyouhaveusedtheDollarMethod,howhasitbeenstated(perpay
period,annual,etc.)?
ForOtherAlternativesorSupplementalProvisions:.
understandthatthedesignationofdeferredcompensationmaynot
bechangedwithoutproperamendmentofthisagreement.How
ever,wherethepercentagemethodhasbeenusedtodesignate
deferredcompensation,Ifurtherunderstandthatthepercentage,
forboththoemployer'sandforemployee'scontribution,v/illbe
appliedtoanychangesinmybasepay;therebyresultingina
correspondingchangeinmydeferredcompensation.
DESIGNATIONOFINVESTMENTFUNDS
Irequestthatthetotalamountsofdeferredcompensationbe
appliedtothoavailableinvestmentfundsinthsfollowingper
centages(Seebookletfordiscussionoffunds):
Fund
VariableFund
FixedIncomeFund
Total
Whole
percentages
%
%
100%
Iunderstandthatwherestateorlocallawrestrictsthenatureof
theinvestmentofthesefundsthatitwillbenecessarytorestrict
theinvestmentchoicestothoseavailableunderthelaw.
Ihavecompletedthedesignationofbeneficiaryformonthere-~)versesideofthisagreement.
c
Mycurrentbasepayorsalaryis$per
Iunderstandthatmybasepayv/illbeperiodicallydeterminedin
ccordancewilhappropriatelaw,procedure,andpolicy.IalsoSignatureofEmployeeDate
FOR EMPLOYER
TO:
(Employee's Name)
COPY TO:ICMA Retirement Corporation
This application for employee parlicipation in the fCMA Retirement Corporation's Deferred Compensation Plan,which has been established by
this Employer,is hereby approved and agreed toin respect to all requests therein made.
(Signature of Authorized Official of Employer)
(Date)(Print Name &Title of Authorized Official)
DESIGNATION OF BENEFICIARY (Complete this portion only if you have not previously designated a beneficiary when entering the plan
v/ilh a previous employer or if you wish to change beneficiaries).
To v<hom shall the deferred compensation funds,assets and accumulations in the ICMA-RC account be payable in case of your death?In the
statement bslow,give first name,middle initial and last name.Example:Mary A.Smith (not Mrs.John Smith).For your children you may simply
use the term "my children"and leave the share column blank.This term shall provide equal treatment among your children—present and
future—born of anyand all marriages and any children legally adopted at any time.In the event you choose to leave the deferred compen
sation funds,assets and accumulations,to a charity or institution,specify its complete legal name and address.
I,the undersigned,being a participant in the ICMA-RC Deferred Compensation Plan and thus having the sole right to designate,change,and
successively change the person,persons,or Institutions designated as beneficiary or beneficiaries,do hereby direct that any and all deferred
compensation funds,assets,and accumulations held for my retirement benefit by Ihe ICMA Retirement Corporation (or any successor thereto)
as Trustee for all of my past,present and future participating Employers,bo payable as follows if living at the time of my death:
NAME
(Please type or print)ADDRESS SHARE
In the event of the death-of my beneficiary or beneficiaries prior to the date of the distribution of the deferred compensation funds,assets
and accumulations by the employer,Ihon to the following person,persons,or institutions if living at the time of my death:
NAME
(Please type or print)ADDRESS SHARE
(To be used for special provisions the Employee may choose to Include).
In addition to any conditions stated above,I direct thefollowing (please print or type)
I understand that if the benefits arepaid to mo under an option requiring the purchase of an annuity for my benefit,that my designation or
redesignation of a beneficiary or beneficiaries may have to be repeated at that time,in accordance withthe requirements of the annuitor.I
further understand that the last dated designation of a beneficiary or beneficiaries filed with ICMA-RC as Trustee for any participating employer,
shall,in the event of my death prior to full distribution to me after my retirement,control the actions of ICMA-RC,as Trustee in the distribution
of the deferred compensation funds,assets and accumulations in the relevant ICMA-RC Account or Accounts.
Signed Date
Witnecs
JOINDER AGREEMENT
TO THE ICMARETIREMENT CORPORATION
DEFERRED COMPENSATION PLAN
TO:.
(Employer)
(check appropriate box)
□NEW AGREEMENT (or Account):The undersigned hereby acknowledges receipt of and agrees to the terms and conditions of Ihc ICMA-RC
Deferred Compensation Plan,as amended,ancJ hereby applies for parlicipalion in said plan as indicated below:
n AMENDMENT OF EXISTING AGREEMENT (or Account):The undersigned hereby requests that the following amendment be made to the
Joinder Agreement which provided for my participation in the ICMA-RC Deferred Compensation Plan,as amended.
PERSONAL INFORMATION:
DMr.
□Mrs.
DMiss
Employee's Name □Ms
Residence
Job Title.
Social Security Number
First Middle Last
Street City
-||||"[|[|||||
State Zip
Birth.
Mo.Day Year
To which of the Associations sponsoring this plan do you belong?
DESIGNATION OF AGE OF RETIREMENT
(For New Accounts Only)
The age of Retirement under this agreement shall be
(You may select any ago from age 55 up.)
DESIGNATION OF DEFERRED COMPENSATION
Effective on the date indicated below.I request that I bo paid in
the form of both current and deferred compensation,the amount
of deferred compensation to be calculated as follows:
Effective Date:
Method of Oasignating
Deferred Compensation
(Use Only One)
(t)Percentage Method
(2)Dollar Method
(Err.plo-.te's
Contribution)
Base pay shall to
reduced by
S
(Err>p';yer"s
Contributor)
Base p3y shall be
aid-;dto by
•%
S
Total
s
II you have used the Dollar Method,how has it been stated (per pay
period,annual,elc.)?
understand that the designation of deferred compensation may not
be changed without proper amendment of this agreement.How
ever,where the percentage method has been used to designate
deferred compensation,I further understand that the percentage,
for both the employer's and for employee's contribution,will be
applied to any changes in my base pay:thereby resulting in a
corresponding change in my deferred compensation.
DESIGNATION OF INVESTMENT FUNDS
I request that the total amounts of deferred compensation be
applied to the available investment funds in the following per
centages (See booklet for discussion of funds):
Fur.d
Variable Fund
Fixed Income Fund
Total
Whole
percentages
%
%
100 %
I understand that where state or local law restricts the nature of
the investment of those funds that it will be necessary to restrict
the investment choices to those available under the law.
For Other Alternatives or Supplemental Provisions:.
My current base pay or salary is S per
I understand that my base pay will be periodically determined in
accordance with appropriate law,procedure,and policy.I also
I have completed the designation of beneficiary form on the re
verse side of this agreement.
Signature of Employee Date
FOR EMPLOYER
TO:COPY TO:ICMA Retirement Corporation
(Employee's Name)
This application for employee participation in the ICMA Retirement Corporation's Deferred Compensation Plan,which has been established by
this Employer,is hereby approved and agreed to in respect to all requests thorein made.
(Signature of Authorized Official of Employer)
(Date)(Print Name&Title of Authorized Official)
DESIGNATION OF BENEFICIARY (Complete this portion only if you have not previously designated a beneficiary when entering the plan
with a previous employer or if you wish to change beneficiaries).
To whom shall the deferred compensation funds,assets and accumulations in the ICMA-RC account be payable in case of your death?In the
statement below,give first name,middle initial and last name.Example:Mary A.Smilh (not Mrs.John Smith).For your children you may simply
■ise the term "my children"and leave the share column blank.This term shall provide equal treatment among your children—present and
ture—born of any and all marriages and any children legally adopted at any time.In the event you choose to leave the deferred compon-
tion funds,assets and accumulations,to a charity or institution,specify its complete legal name and address.
,-r,the undersigned,being a participant in the ICMA-RC Deferred Compensation Plan and thus having the sole right to designate,change,and
successively change theperson,persons,or institutions designated as beneficiary or beneficiaries,do hereby direct that any and all deferred
compensation funds,assets,and accumulations held for my retirement benefit by the ICMA Retirement Corporation (or any successor thereto)
as Trustee for all of my past,present and future participating Employers,be payable as follows if living at the time of my death:
NAME
(Please type or print)ADDRESS SHARE
In the event of the deathof my beneficiary or beneficiaries prior to the date of the distribution of the deferred compensation funds,assets
and accumulations by the employer,then to the following person,persons,or institutions if living at the time of my death:
NAME
(Please type or print)ADDRESS SHARE
(To be used for special provisions the Employee may choose to Include).
In addition to any conditions stated above,I direct thefollowing (please print or type)
I undersland that if the benefits are paid to mo under an option requiring the purchase of an annuity for my benefit that my designation or
redesignation of a benef.c.ary or beneficiaries may have to be repeated at thai time.In accordance with the requirements of the annuitor IfurtherunderstandthatthelastdateddesignationofabeneficiaryorbeneficiariesfiledwithICMA-RC as Trustee for any participating employershan,in the event of my death prior to full distribution to me after my retirement,control the actions of ICMA-RC.as Trustee toI the distributor!of the deferred compensation funds,assets and accumulations in the relevant ICMA-RC Account or Accounts.
Signed Date
tness