O79-19ORDINANCE NO. 79- /~
AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AMENDING CHAPTER 21 OF THE CODIFIED
ORDINANCES OF THE CITY OF BOYNTON
BEACH (PENSIONS) BY AUTHORIZING
PARTICIPATION, BY EMPLOYEES IN THE
CITY'S UNCLASSIFIED SERVICE, IN THE
DEFERRED COMPENSATION PLAN WITH THE
INTERNATIONAl CITY I~iANAGEMENT
ASSOCIATION RETIREMENT CORPORATION;
AUTHORIZING EXECUTION OF APPLICABLE
DOCUMENTS TO IMPLEMENT SA~iE; PROVID-
ING A REPEALER CLAUSE, PROVIDING A
SAVINGS CLAUSE; PROVIDING THE EFFECTIVE
DATE; AND FOR OTHER PURPOSES.
WHEREAS, the City of Boynton Beach has in its employ
certain personnel in the City'~s unclassified service; and
WHEREAS, said employees are and will be rendering
valuable services to the City; and
~EREAS, the City has considered the establishment of
a Deferred Compensation Plan for the said employees made available
to the City and to said employees by the International City Manage.
ment Association Retirement Corporation; and
WHEREAS, said employees often are unable to acquire
retirement security under other existing and available retire-
ment plans due to the contingencies of employment mobility; and
IA~EREAS, the City receives benefits under said plans
by being able to assure reasonable retirement security to said
employees, by being more able to attract competent personnel to
its service, and by increasing its flexibility in personnel
management through elimination of the need for continued employ-
ment for the sole purpose of allowing an employee to qualify
for retirement benefits.
NOW, THEREFORE, BE AND IT IS HEREBY ORDAINED BY THE CITY COUNCIL
OF THE CITY OF BOYNTON BEACH, FLORIDA, AS FOLLOWS: ~
Article 1. That Chapter 21 of the Codified Ordinance
of the City of Boynton Beach, Florida, be amended by the addition
of the following sections:
Section A: That the City Council hereby authorizes
execution of the Deferred Compensation Plan with the International
City Management Association Retirement Corporation attached hereto
as Appendix A.
Section B: That the City Council hereby authorizes the
City Manager to execute all Joinder Agreements with said employees
and other eligible officials and officers which are necessary
for said persons' participation in the plan.
Article 2. Ail Ordinances or parts of Ordinances in
conflict herewith are hereby repealed.
Article 3. Should any section or provision of this
Ordinance, or any portion thereof, be declared by a Court of com-
petent jurisdiction to be invalid, such decision shall not effect
the remainder of this Ordinance.
Article 4. This Ordinance shall become effective
immediately upon its passage.
FIRST READING this /~ day of
SECOND, FINAL READING and PASSAGE this
_ ~ , 1979.
CORPORATE SEAL
ATTEST:
City Clerk
1979.
day of
CITY OF BOYNTON BEACH, FLORIDA
Co
-2-
!~, F2t'! 1~, F.M F2' F COI(POI~,ATION
DEFEI(RED C~ ~MPENSATION PLAN _
Amended as of June 28, 1974
THIS DEFERRED COMPENSATION PLAN, hereby established by
hereinafter the Employer; bV agreements with the International City Management A~ociatioa Retirem~t Co*potation and with the
employees, officers, and officials of ~id employer who become ~r. ty to this agreement.by reasoa of a"Joinder Agreement" rgned
at this time, or at some time i~ the future.
WHEREAS~ the Employer has certain employees rendering to it valuable services; and
WHEREAS; the Employer is able to provide its employe~ with certain ~nefits under this Plan whicha~ure Io tho~rti~ting
employe~ reasonable retire*~nt se~ritv; and
WHERE~S, the Employer receives ~nefits from this Plan by increasing its ability to attract and retain competent personnel and by
increasing its flexibilitv in personnel ~nage~nt.
NOW THEREFORE WITNESSETH that the Employer ha~ established this International City Manage~t
Corpor*tion Deferred Compensation' Plan and has caused it to ~ executed by the officialaifix, ing h~sig~tut~ o~ ~half of the
EmplOYer's governing body.
Conversion~ Provision: Where an Employer has previously established the ICMA-RC deferred comp~,atiOn pla~ for its em~,
this Plan shall supercede all previous documents and provisions thereof except that existing deferred c~en~tiom
agreements will continue in full fo~ce and etfect in lieu of Part I of this plan, and as such, have the imm~iate force~ effect, of a
Jo ndet Agreement" to this Plan. If the E~iover and Emplo~ desire to amend the existinB Deleted Cm~nsati~ Em~oyment
Agreement by substituting Part ! of th s Plan theretor, this may ~ done by execution of a "Joind~ Agreement".
For the 5mployer:
Attest for Employer:
Signature of Authorized Otficial
Signature of Authorized Official/Date
Print Name and Title
{Seal)
Approved as to Form:
Attorney for the Employer.
Attest for leNA-Retirement Corporation
Fo[ the ~CMA Retirement Corpocatior~
Signature of Authorized Official
By:
Signature of Authorized Official/Date
{Seal)
SEE INSTRUCTIONS FOR IMPLEMENTATION PRIOR TO COMPLETING-THIS SECTION
Complete the followin§ prior ~io mailing this agreement to the Retiremen~ C~rporation
Full Name ICily of, County of. etc.):
Title of Official to who.m correspondence and reports are lo be mailed:
{not name) ·
Address: (ic*clude zip code)
HO',Y OFTEI'~I WILL ¥OC!
I.f Ai,LE CON rRt OOTtOl'l$
CONTRIOUT ION OATE
Enter your amendment dille he[e:
(il may be January 1 or the beginning date of Vout l~scal year)
Number o{ ~ployees: Numb~ el ~pl'ayees eligible to pa¢licipate:
Employpr may, at ils discrehon, authorize the Retirement
Corpor, atton, as ils agorot, to propuse to the new Emplr~ver that the
fund~, assels~ and accumulations of the ~id Accnunl ~ trnnslerred
to th~ ownership, conlloJ. ~nd ~ight of withdrawal of lhe new
Employer. and to do so in the event the new Employer, in
consideration of the increased value of the Emplovec's s~rvices b~
reason of the experience gained while .m past employment, agrees
lo accepl s~me, and the ~cst~ctJve Employe~s and the Employee
sign an appro~iate {arm of Agreement in which the new Employer
also agrees' to assume the continuing contractual liahdity to ~y
title,red compen~lion so transferred upon retirement of the
Employee and the Emjfloyee releases the past Employer [rom said
continuing obli~lion la do same.
13. Losses. The 'Emplov~r shall not be responsible fo~ any loss due
to investment or failure of inv~tment of [unds end assets in said
Delerred Compensation Account nor shall the Employer ~ required
to r~place any loss whatsoever which may r~ult from said
inv~tments.
14. Nonessignability of Deferred Compensation. The Employee
during his lifetime shatl not ~ entitled to COmmute, encumber, sell
or otherwise dispose o[ his rights to receive ~fer~ed compensation
~yments Drovi~d for herein, and the right thereto shall be
nonassignable and nontransferable. In the event of any attempted
assignment or transtar thereat, the Employer shall have no further
liability under this Agreement.
~5, ~erticipation in other E~,T~loyce Benefit Plans. Nothing herein
contained shall in any manner modify, impair, or affect the existing
or iuture r~ghts or shall in any ~nner modify, impair, or effect the
existing or future rights or interest of the Employee (at to receive
any employee benefits to wt~ich he would otherwise be entitled, or
.(bi es a ~rficipont in any future pension plan, it being un~rstood
that the ~ights and interests of the Employee to any employee
benefits or as a participant or beneficiary in or under any or all such
plans rFspectively shall continue in full force and elf ecl unimpaired,
&nd the EmpJoyee shell have the rigt~t at any time hereafter to
become e beneficiary under or pursuant to-~y and all such plans.
16. ~efinit~ons. The meaning of any term or terms~ phrase, clause,
or sentence used in this Agreement. which is elsa used in the
By-Laws of the Relirement Corporation, shall be defin~des ~hese
are defined in ARTICLE fl, Section 2 of the By-Laws. MascuJine
pronouns, whenever used herein, include the feminine pronouns.
and the singular includes the plural unless the context [equir~
another meaning.
17. Validity of Agr~em~,n~. Th~s Aareement ~haH na~ b~ wtid or
enlorcn~hlg unl~ss.s~g~'d by ~n officer oJ Employer, a~thor~zed~ ~
the gowrn~ng body of the Employ~r~ as, for ~x~mple, the City
CooltcJ[, m~d unless th~s Aflreement is m~plemented by the execution=
nj the Joinder Afjreemcnt.
PART I1. MASTER TRUST AGREEMENT
AGREEMENT made by and between the aforenamed Employer
and the international' City Management Association Retireme~
Co~poration (hereinafter the '"Trustee" or °'l~etirement
Corporation"),' a nonprofit corporation organized and ex,sting
under the la~ of the State of Delaware, for the purpose of investing
and otherwise administering the funds set aside by Employers in
connection with ge~erred CompensatJo~ Agreements ~th
Employees.
WHEREAS, The Employer desires lo enter i~lo agreements with
its Employees whereby its Employees agJee to ~fer [)ayments of
s~ified percentages of or amounts from their total comj~nsation
as "deferred compensation" is defined m ~d agreements until the
~curence of certain events;
WHEREAS, in order that tl~ere will ~ sullicmnt tun~ available
to di~harge the Joy'going contractual obligations, the Employer
desires to set aside: periodic amounts equ=l tc~ the percentage or
amount of total periodic compensation deferred;
WHEREAS, the lands set a~. t~,tther with ~y and
investments thereto, ate to be exclusively ~thin the dominion,
control, aud ownership o( the Employer, and subject to the
Employer's absolute right o~ withdra~l, rite Employee having no
interest whatsoever therein;
NOW, THEREFORE, this Agreement wilnes~th t~t {a) the
Employer will pay moni[5 to the Trustee to ~ ~aced in deferred
compensation accounts lot the Emplover; lb) the T~us~ee covenants
that it will' hold ~id sums, and any other funds which it ~y receive
hereunder, in trust fo~ the uses and pu~ses and upon the terms
and conditions hereinafter stated; and {c~ the parties h~o agree as
follo~;
ARTICLE 1. General ~uti~ of the Pe~ies.
Section 1.1 General Duty of the Em~oyer. The Em~doyer sha~l
'make regular periodic payments equal to the ~cen~es al
amounts from its partic~patin~ Em~oye~' to,at .periodic
compensations ~ich are d~ferred in acc~den~ ~th t~ terms and
conditions of Deferred Compen~tion E~ptoyment Agr~ments
with such Employees, or with any subsequ~t mo~ifi~tion thereof..
Section 1.2. General Duties-of the T~st~. The Trustee shall
~td all funds receive~ by it hereun~r, which. ~oge~h~ ~th the
income therefrom, shall constitute t~ Trust Fun~. IL shall
administer the Trust Funds. coUect the income thief, end make
payments therefrom, all as hereinafter provide~ The Trustee shall
also hold all Trust Funds which are tree. erred to it es su~es~r
Trustee by the Employer from exist[~ deferr~ compensation
arrangements 'with its Employees wh~h meet t~ s~ Int~nal
Revenue Code requirements which govern the ICMA-RC Deferred
Compensation Plan. Such Trust Funds. sh~ be sub[e~ to all o~ t~
terms end provisions-at this Agree~nt.
ARTICLE it. Powers. and Duti~ of the Tru~ee ~
Administration, and Disbur~ment of the T~u~ Fun~
Sectiop 2.1 ~nvestmen~ Po~rs an~ O~ of t~ Trustee; The
Trustee shall have the powe~ in its disc~t~ to invest and reinv~t
the principal and income ~f the Trust Fu~d and ke~ the Trust
Fund invested, wLthout d~st[~ct[on betw~ ~cipa[ and income,
such securities or in oth~ p[operty, ~e~ or pe~. wher~er
situa[ed, as the Trustee shall deem a~able, includ-~ng, ~t not-
limited [o, stocks, common or preferr~ ~. ~tke~nt annuity
and insurance polici~, morgans. ~ ot~t ev~d~ces
~ndebteclness or o~nership, and in ~m~mn trusl funds of approved
financial or investment i~stitutions, w~t~ such i~t~tutions ac[i~gas
Trustee of such common trust funds, or ~rate and diHerent types
of funds (accounts} inc~ing equity, fi~d-lncome, andthose which
fulfill requirements of state and Inca( go~nmenta~ la~. ~tablished
with such approve~ financial or investment insti~ti~. Fo~
purposes, this Trust Fund may ~ commingled ~:h others
established by the Trustee under this fo~ of agreement with other
Employers. in making such investments, the T~us:ee s~a~ hal
subject at any time to any legal (imitation 9over~ng :~[~ invest~nt
of such [un~. Investment powers ~d inv~tm~t d-is~tion vested
in tt~e Trustee by this Section may ~ ~egated bY t~ Trus~ to
any ~nk, insurance ~r trust company, or any ~ves~nt advisor,
~nager or agent selected by
Section 2.2. Administrative Po~ of the Trustee. The Trustee
shall have the power ~n its d~scretion:
(a) To purchase, or ~ubsc~J~ for. any s~udti~ Or oth~
property and to retain the ~me in trust.
(b) To sell. exchange, convey, trar~icr or oth~se
of any securities or other pro~rty ~ld by ~ by
contract, or at public auct*on. ~o ~r~n deai~g ~h the
Trustee shaU be ~und to see t~e app[i~tion o~ the ~rchase
money or to in¢[u~re into the validtty, expediency,
propriety of any such ~ale o¢ oiler
(c} To vo~e upon any $1ocks, bonds, or olher ~ecur~ies; to
9~ve generaT or sp~c~ol proxies or po~fs of attorney w~th
without- pow,r of sut~titution; to exerc~s~ mW conversion
privileges, sub~cri[)tlon fi~hts, or other options, and to make
any INqyments inctdPntal thereto; to oppose, Or lo consent to,
or OthPrwise parlic~j~te in, corporate reor~nlzabons or
other chef,gas afJecl~ng corpo~l~ securities, and to delegate
discretionary po~rs, and to pay any assessments or charges
in connection therewith: and generally to ex~rcis~ any of the
powers of an owner with respect to stocks, bon~, securiti~
or otl~er pro~rty held as part of the T~ust Funds.
Id) To cause any securities or other property held as ~rt of
the Trust Fuqds to be registered in its own nnme. and to hold
- any Investments in ~arer ford~; but the ~oks and records of
the ~rustee shall at all times show tha~ all such in~stments
are a part of the Trust Funds.
(e} To borrow or raise money for the purple of the Trust
such amount, and upon such terms and conditions, as the
· rusteff sh011 deem a~isable; and, for an~ sum so borro~d,
to issue its promissory' note as Trustee, and to secure the
repayment thereof by pledging all, or any ~rt. of tl~e Trust
Funds. No person fending money to the Trustee shall
bound to see the application of the money lent or to inquire
into its validity, ~x~diency or propriety of any such
borrowing.
(f) To keep such poriion of the Trust Funds in cash or c~h
~lances as the Trustee. from time to time. may deem to be
in the ~st interests of the Trust c~eated hereby, without
liabilit~ for interest thereon.
(~) To accept and retain for such time as it mav deem
advisable any securities or other pro~rty received or
acquired by it as Trustee hereunder, whether or not such
securities or other property would normally '~ purchased as
iQvestments hereun~r.
(h) To make, execute, acknowledge, and deliver any and all
documents gl transfer end coaveyance and any a~d alt otl~er
instruments that may be necessary or appropriate to
out the powers herein granted.
(i) To settle, compromise, or su~-it to mb~Ira'tion any
claims, deb~, or damages clue o~ o~n~ to o~ f~om the Trust
Fun~; to commence or ~fend su,~s or legal
administrative proceedings; and to repr~en[ thc Teds[ Funds
in all suits and legal and administrative proceedm~.
Ii) ~o do all such ac~s, lake all such proceedings, and
exercise alt such rights, and privileges, although not
s~ificalty mentioned he[ein, as the T~usiee may 'deem
~eces~ry to administer the Trust Funds and to carry out the
purp~ gl this Trust.
' Sectio~ ~.3. Oistribut~ons (rom the Trusl Funds. ~he.Employer
hereby appoints the Trustee as ils a~enl Io~ purposc~ o( selecting the
meth~ by which 'd~st~[butions ~rom the Trust Funds are to be
made, as w~[I as for purples gl mo~ing sucl~ d~stributions. In this
re,rd the terms and conditions set forth in the Agreements to be
ex~cuted betwec~ tim Employer and ils Employees. and any
subsequent modifications thereof, are to guide and control the
Ttust~e's po~.
Section 2.4. Vatuat,on gl ~rust Funds. Al least once a year as of
Valuation Dates d~ignated bY the Trustec~. the ~ustee shall
determine the value of the Trust Funds. As~eis of the Trust Fun~
shall be valued a[ their ma~kel values at the close o~ ~iness on the
Valuation D3te. or, in the ab~nce of reoddy asce~tamable market
values as the Trustee shall determine, in accordance with meihods
consistentlV loUowed and uniformly applied.
ARTICLE IlL For Peal:action of Trus°ee.
~,cllu~r ;3.1. Evidence o! Action by' Employer. The Trustee may
rely upon a~y certificate-, notice o~ direction purportYnq to have
been signed on behalf of ~he Em~doyer which the T~uste~ ~liev~ to
have been signe~ bY a d,~y ~signated official of the E~]oyer. No
communication shall be b~nd~ng upon any of the T~usl Funds
Trustee until th[~ are rec~ved by the Trustee.
Section 3.2. Advice of Counsel The T~ustee may ~nsult with"
any le~l c~nsel wit~ respect to the construct~ of th}s
Agreement. ils dulins hereunder, or a~ act. ~ich it prop~
take or omit, and shal~ n~ be I~ble fo~ any ac~on taken, or o~itted
in good faith ~suant to such advice.
Secti~ 3.3. ~scel[a~ous. The T~ustee shall u~ o~na~V ~re
and reasonable d~l~gence~ ~t shall not ~ liable for an~ mistake of
judgment or other act~off taken in ~od lai~. TheTrustee shall not
be liable Ear any loss s~tained by the T~ust Fun~ by r~on of any
inveHrnent ma~ in ~ faith ~d in accor~nce ~th the
prowsions of this Agreem~t.
The Trustee's duties and obligations shall be limit~ !o thee
expressly impos~ upon h by this agreement, ~t~ths~dmg
reference of the
ARTICLE tV. Tax~. ~peps~ and Compe~t~n of Trus~.
Section 4.1 Taxes. ~e TruStee shall ~duct from and char~
a~inst the Trust Fun~ ~y taxes on the Trust Fun~ o~ the income
thereof or wh~h the T~lee is requir~ to pay ~tE ~ct tO the
inter~t el any person
Se~ion4.~ Expense. The Trust~ shall dedu~ from any
char~ a~inst the T[u~ ~nds all reasonable exp~es incurred
the Trustee in the ad~stration el the Trust Fun~. including
counsel, agency and oth~ nece~ry
ARTICLE V. S~tle~nl of Acc~nt~ The t~stee shali
keep accurate and d~t~led accounts el all inv~tm~, receipt.
disburse~nts, and other t~an~ctions hereunder.
Within 90 ~ys aft~ the close o~ ~ch fi~a[ yea~. the T~stee
s~[I render in d~licate to the Employer an accent el its ~ts and;
transactions ~ ~rustee he~eunde~. 11 anv ~rt o~ the Trust Fund
s~ll be- inves~d' thr.ou~ ~he mediu~ of any common, call.tire or
commingledTrust Fun~. Ihe last ann~ report of ~ch Trust Fun~
shall be submitted with and incorporated i~ the a~ounL
~f withi~ 90 ~ys a~ter the ~[i~ ~ the ~c~nt ~ any
a~d account th~ E~loyer h~. not filed ~th the
notice of any ob~tio~ to any act or tra~sa~on of th~ Trustee. the
eccoun~ or amm~d acc~n t shell ~c~ en ac~nt s~ted. If any
objection has be~n f~e~. and'if the Employer is ~t~ed that
should ~ withd~a~ ~ if the account is adjusted to t~ Emp~oye(~
satisfaction, the E~pto~ shal~ in ~iting filed with the ~rustee
s~g~ify appro~t of the account and it shel~ ~co~e en accent
stated.
When an aFcount ~es an account stated, such ~ount shall
~ finally settled, and the Trustee- shall be comp~etet~ d~scha~ged
and ~eleased. a~ il such account had ~en Settt~ and at~o~d by
iu~m~nl or decree o~ a c~rl of comt~etent iuri~ction ~n an ~tion
or.preCeding' ~ '
m Which the Trustee and t~ Em~toye~ ~re
The Trustee shall ha~ the right to apply at any ~ime 1o a ~u~t
of competent ~ur~c~on for the j~iciaE se[t~m~t o~ ~ts
ARTICLE VL R~ignation and Removal oi Tepee;
~ection G.~. Resignation of Trustee. The Trustee may r~i~ at
anv lime by filing with the Em[doye~ its written fes~g~tion. Such
resignation shall ta~ effect 60 ~ys t~om the date ~ s~h filing and
upon app~ntment of a ~Jcc~sor pu[su~t to ~n~. ~vh~chever
shall fhst ~cu~.
Section 6~2. Removal of T~us~ee. TI~ Emplov~ ~y re~ve
REa Truslee at any ti~ by ~livering 1o the Trustee a ~itten notice
PRELIMINARY STATEMENT
ESTABLISHMENT OF THE PLAN
AMENDMENTS
The International City Management Association Retirement
CorpOration, hereinafter tim Retirbment Corporation or ICMA-RC,
is a nonprofit Delaware Corporation. It has been classified as a
t;~x-exempt organization under Ihe pFovisiOnS of Section 50I(c)(3)
el the Internal Revenue Code. As an aid in the intprovement of state.
and 'municipal administration in general, the Retirement Corpora-
tion iS organized for the purpose of receiving and investing deferred
compensation fun(ts o[ state and local governments and their related
and Controlled public interest organizations which are tax 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
dist[-ibution of the funds and assets of their accounts to their
participating Employees in accordance with options provided in this
International City Ntanagement AssociatiOn Retirement Corporation
Deferred Compensatien Plan, hereinatter referred to as the "Plan",
or the "ICMA-RC Plan".
'i'he ICMA-RC Plan is set out below in two parts: I. The
tDeferrcd Compensation Employment Agreement;. and I!. 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
inc.o.,rporates all of the provisions of the Plan. A copy of the Plan
shall be supplied to each Employee for his study and uncierstanding
prior to his execution of the Joinder Agreement. The 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.
~his Plan may be amended from time to time for purposes of
assuring its conformance to the requirements of any applicaL~e law
or rule or regulation pursuant' theretO, and to preserve the
tax-exempt status of the Plan and the Retirement Corporation. No
an]endment may either directlv or indirectly operate to deprive any
part!cipating Employer of its beneficial interest in the Trus~ as ~t is
then constituted. The Retirement Corporation will notify the
participating Employers of any.amendment to this Plan no later
than sixtv days prior to its effeclivedate. Any such amendment wil~
become effective aher the expiration of that period of time, except
tO ~hose Employers as may file an obiection. No amendme,3~
proposed bY participating Employers shall be effective unless agreed
to- by the ICMA Retirement Corporation over the signature of an
Olticer.
PART I. DEFERRED COMPENSATION EMPLOYMENT
AGREEMENT
!. 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.
Fo~ the purpose of this Plan the toilowing definitions apply:
a. "Total compensation" is the total o! compensation to be
paid by the Employer for the services of the EmDtoyeeo
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 item the payment to the Employee, and,
instead, deposits same into a Deferred Compe~sation
Accounl ~s-,4th the Retirement Corporation under the terms of
this Plan, Deferred compensation may include amoun[s from
or percentages of both "base p~¥'" anC~ "employers
contributions*' or it may includ~ amounts from or
percentages of only one of the~e components;
c. °'Current compensation" is that per'tiaa of the Employee's
total compensation which is not deferred comp~tion ~
deferred compen~tion is' define6 here~; an~
d. "Ba~ pay" is the sta~d sala~ pi the
1.3 ~he determination of the initial ~ou~ or ~r~ntage ~ of
any future change in amount or ~ccntage of deferred
compensation ~t be made before t~e b~i~ing of t~
period of se~ice for. which the comp~tiO~ is ~yable.
1.4 ~he amount ~ total c~pe~lion ~Y ~ adjusted
time to time ~thout altering the terms of this Plan.
However, the percentage or ~ount o~
compensation. ~.y' ~ adjusted in ~c~nc~ ~th ~.3 a~ve.
Any such a~ustment of the perc~t~ ~ ~t of
deterred .compen~ti~ ~alt ~ ~mun~t~ to the
'Employer's agent~ the Retirement C~por~ti~. and the
dep~its in the adjusted percenleg~ ~ amount, if' changed
from the prior existing percent~s or am~ts, shall
thereafter be made by t~ Employ~ ~ [~ Retir~nt
Corporadon Account.
2. Deferred Compen~don 'Account. U~ this P~. defe~r~
compen~don shall be credited and p~id i~ the Trust establ~hed
and ,.aai n~ained with the I nternational City ~ag~t A~ociation
Retirement Corporation as Trustee. The R~em~t Cor~atio~
a ~onprofit corporation formed for the spec~F~ purple of
and otherwise administering the fund~ o~ ~rust. The~[~t may
be revoked at any time b~ the Emp~yer~ ~ u~ re~tion of
said Trust, aU of the assets three/ shall rg-~ t0 a~d r~t ~o the
Employer. The Employer shaft keeo ac~ ~oA~ a~d re~rds
~th respect to the Employee's total co~lio~ o¢ other
income and with respect to amounts pai G[~
3. Ownership of Fun~: N~it~r the Empt~ ~r any beneficiary
thereo~ shall have any infarct whats~ver iA t~a fun~s ~id i~to the
Deferred Compensation Account or in ~ ~umu~At~s or an~
increments o~ such funds, which ~a~[ at et~ ~ remai~ as ~
of the Employer. subject to i~ absolute ~m~. Control.
right of withdrawn[ until such time as t~ ~s ~- assets of the
Account are ere d~stribu~d to the Emptoy~ ~cor~ ~th the
provisions of this Plan~ The obligations ~ ~ Empto~ to
deferred compensati~ is c~tractuat ~y. t~e E~pioyee baying
pre~erred or special, interest or claim. ~ ~ ~ t~st. an~uity, or
otherwise, in and to tlze s~cific f~nds ~ s~, held i~ the-
De I er red Compensa tio~.Account. ~he con t~At o~igat~ons of the
Employer to pay the fun~ and a~ets in ~ts, ~err~ Com~nsation
Account t0 the Employee or his ~ne~y' o~ the
distributioh ~te shall be a C~tinui~ o~,igatio~ u~ the
Em~oyer. and shall not ~ ~elieved by e~ ~te~me~t ~tw~m the
Employer and any other party, except as ~ovid~ in ~tion
Paragraph 12 of this Plan. and shell not ~ a~[~cted in any manner
bY amendment or revocafio~ of the ~u~ ~erred t~ i~ P~rg~aph
herein 0r by reversion of the ~rust Fu~ t~ the Em~oye~.
provisions of this ParagrapN shall superse~ a~ control- any other.
p~ovision of th~s'Pla~ which could ~ in,~eted [o ~ i~
therewith.
4, Administration of Funds. ~he funds ~[te~ i~ the
Compensation Account shall ~ inves~ and ~inv~ted by the
Retirement Corporation. as ~ov{~ ~or i~ the Trust
discretion it demos d~i~b[e. ~thout r~d ~t ~y t~e to en~
lim[t~tio~ governing the inv~tment of su~ fu~. The Account
shall also retract the gain ~ loss resulti~ from the }~vestmen[ a~d
reinv~tment thereof. This Tru~ Fu~ ~ ~ co~ningled
o~hers established by the T, ustee with other Emptoye~s unde~
Plan.
5, Designation of Investments. Each p~rticipatmg Employer, bmr,,
~advise~l o[ the preferencm of. and for the benefit of each of
par~i~ting Employees, shall desi~tnate the percentage of It -
delerr~d compensation involved which shall b~ i~vesled in
[espective types of investment funds {~ccounls) of the Retirement
Corporation, such es the Equity (Variable) Fund or the
Fixed-income Fund, unless the I~ of the applicable stale or Ioc~l
government require otherwise, in which case lhose la~ shall govern,
Future elections to change the percenta[le to be invested in each
type of Fund ~y only ~ made prior to and for the next
succeeding annual period of service for which the compensation
~yeble by filing written not,ce thereof with the Retirement
Corporation. Such notice will not ~ effective until received by the
Retirement- Corporation.
6. Payment of Deferred Compen~tion. The words "~signeted
ag~', as used in this Paragraph and in Paragraph 9 of this Plan, shall
mean the designat~ a~e ~ich app~rs in the Joinder Agreement
executed by the participating Employee. These words, as used
this Paragrel~, in Paragraph 9, and in the Joiner Agreement. shall
also include the following, without.repetition therein: "er later,
Ihe sole discretion of the Employer, at the end of his employment
agreement, if Employee c~tinu~ in the employ of the Emplove~
after he attains the designated age." At such time as the Emplovee
reaches the d~ignated age, becomes permanently disabled, or di~,
~ichever occurs first, he, or his beneficiary or bene[iciaries.
nominee or estate is/are entitled to ~eceive ~yment in the Oeierred
Compensation Account outstanding on the ~le on which one
the foregoing occurs. Payments occasioned by the Employee having
reached the designated age, becoming permanently dibbled, or by
his death shall be made in accor~nce with the provisions of
Paragraph 7 hereof as follo~:
a. Payments in monthly, quarterly, semi-annual, or annual
~yments over the period of life expectancy of the Employee
accordance with the following pr~edure:
Upon reaching the designated a~, or becoming petulantly
dibbled from permanent full-time employment, whicheve~
first occurs, the Employee's life expectancy shall be
determined bY referen~ to Standard U.S. Mortality
the amounts o~ assets and accumulations ~n the Deferred
~mpensetion Account shall be compuled'to~ether with
reasonable rate of return on said assets, less ~he ~mount
expected m~thly distribution, over the life expectancy of
the Employee; and a mod~hly amount shall then
~thematicetly determined, ~he payment of which, in equal
monthly installments over th~ pe~iod of the life expectancy
of the Employee, shall completely deplet~ the ~id
at the end of the last year of life expectancy; or
b. Payments in monthly, quarterly, ~mi-annual, or annual
~yments in accordance w~th the f~llowin9 procedure:
Unless t~e Employee's employment terminales.prior lo the
time he attains the designated age, amounts equal to the
~nefits received by the Employer. under retirement annuity
policies, shall be paid to the Employee, at such time as he
attains the designated age; or. in the case ut death, p~yme~t
to his beneficiary or ~neliciaries, ~omJn~ OF Estate pursuant
tO the pr~edu[es provi~d in ~id policies and Paragraphs 7
and 8 of this Plan;
c. Payments in monthly, quarterly, semi-a~*~ual, or annual
installments ove~ e period o[ not exceeding lan I10) years,
payments to include a reasonable return on Ihe funds, assets and
acc~mulatio[~s in the De[er~ed Compen~tion Account. less the
amount of expected monthly, (luarlerlv, semi-annual, or annual
d, stribution, over the said ten {10) y~ period; or
d, One lump sum
7. Selection o[ Method of Payment. The method of payment shall
be selected by the Employer, ac~ng thr~gh the
Corporation as its dt~ly authorized agP. nt. due coosid[-ration being
given to he'.alth, financier circ~e~t~nces en~ family obligations
the Em;~toyeo. In th~s re,rd, the Employee ~y be
however, he sh~[l: have no eoice i~ {he decisio~ ~eached.
8. Payments in the Event of
a. During the Period o[ OStribution. In the e~nt of the
Employee's death durin9 [he period o[ distr~b~[i~, the
Employee'S beneliciary shei~ ~ entitted to recewe ~y~nls
accordance with the payment melhod ~ing employed at lhe
time of the Emp~p~s ~ath. W~l~ the consent ol the
Empioyer~ acti~ through t~ Retirement Cor~alion.as its
authorized agent. ~id ~iciary may elect !o r~eive a
lum~sum in lieu of insta[lm~t ~yments.
b. Prior to Distrlb~[ion. I~ ~be event of the death o[ the
Employee ~rior to ~he distri~iion, the funds ~nd a~e~ ut the
Deferred Compen~tion Acc~t shall ~ paid in ecc~nce
with one of t~e metho~ d~i~d in subpa~graphs a. b; c. or d
of Paragraph 6 h~reof. Th~ ~tion of said method sh~ll
mede by the Emptoy~ acting through the
Corporation as its duly auth.~ized agent.
9. Payment Dale~ Payments s~aB c~mence ~ the [irst ~y of the
month, following the atlalnm~t of Ihe desi~ated age. or ~.ter.
the first ~y of the month ~fte~ the end of his empl~ment
agreement, if Employee c~ti~ i~ the employ of the Employer
after t~e attains the d~ignated ~. ~ likewise followi~ p~manent
disability, or death; and. in the ~se ~f i~st~llment paym~s, shall
~ made continuously thereafte¢'~ t~e first day of ~ch succee~ng
month, or. in the event quarterly, semi-annual, o[ annua~
installment periods are a~tied, t~e~ ~ontinuous~y thereafter on the
{irst ~y of each succeeding ~th ~ich b~ns the time ~riod
(qua~erlv. e~c.) involved u~tii such time as t~ Deterred
Compensation Account is ~pleted ~n ~s entirety.
10. Disbursing Agent. ~h~ Re~reme~t Cor~ratio~ shelf act as
agent of the Employer for purples o~ dis~rsing ~ymen~s. The
re,in with the Employer.'
~3. ~cu~ulati~n During ~ ~stHbutioR PeH~. ~ri~ the
peri~ of distribution, th~ Em~oyee or h~s ~ef~ie[y or
bene~iciari~, nominee or es~e. as [~ case ~y ~.~ati c~finue
'to be credited ~th a~l the inter~l. ~umuletions. and increments
on the und~tri~t~ fun~ an~ ass~{s ~n the
Account. until- such A~ount is d~ed in its entgret~.
~2. Sec~o~ ~.. ~ermination of Employ~3e~t. ~on t~rmi~t~on of
t~ Employee's services, for any ~on other tha~3 d~th. th~ [unds.
assets, and accumulations in the O~erred Co~en~ti~
shall no~ b~ transferred roan. acc~t with a new e~loyer of the
Employee. and. ins[~d, the~ s~[ ~air~ in Ihe or,mi Accmn[
a~ets of the old Employer until s~ time as' thev are d~str~ted
accordance with the provisions of ~is Plan. except as p~oui~d
Section 2 o~ this Paragraph.
Section ~. Trans[et of Emp~oy~nt ~t~ Consid~a~[~ Between
Emplovers--Triparfite AgrecmenC
In the even~ the Employ~ce.l~s.~ployment with a new
~rtici~ting in the iCMA-RC D~red Con~n~ii~P~an. then.
the past E~n~oyer finds that it ~s no present or future need o{
funds, asse~s, and accumulations in the sai~ Accent for the
~yment ol its general c~ed~tors or lot any other ~p~e
whatsoev~, in consi~ration ol its ~sire ID avoid t~
expense of maintaining recor~, and receiving, exan~i~t~.
and filing annual repo~s of t~ ~elireme~t Corporation. ~d
conside~otion of avoidrng the p~sible lu[ure exp~es ol t~t~gat~on of
c~pensation on his retirement as herein provi~d i~ the e~at o~
any p~sible future rev~ation en~ wilhd~a~l by the ~st
G~ ~ts Wemoval and all alq~omtment of a s~'.cessor ptlrstlant
~ec~ion ~.3. Such remova~ 5hall no~ lakq efl~cf pri~)r to G0 (L3 *'~
f~om ~uch delivery un{ess d~e T~ustee agrees to an earlier effecth~e
date.
Section ~,3. Appointment o[ Successor Trustee. The
aPpoin:tment of a succ~sor to the Trust~e shall take effect upon the
delivery to the Trustee (a) an instrument in writinfl execrated by the
Employer ap~in[ing 5nch successor, ~nd exoneratlnSl s~ch succ~s5o~ ·
from I~ab~lity for the acts and omissions oi its predecessor, and (b)
an acceptance in writing, executed by such successor.
All ol the prowsions Set. [orth herein with respect to theTrustee
shall relate to each su~essor with'the same force and effect as if
s~h successor had been originally named as Truslee hereunder.
II a successor is not appointed Within 60 days after theTrustee
gives notice of its resignation pursuant to Section 6.1, the Trustee
may apply to any court of competent jurisdiction for appo[n~ent
of ~ succ~sor.
Section 6.4 Transfer of Funds to Successor. Upon the
[esig~ation or remo~l of the Trustee and appointment of a
s~cesso~, end after the final account of the Trustee has ~en
~ope[Iy.settled, the Trustee shall transfe~ and deliver any of the
Trust Fun~ involved to such successor.
ARTICLE VII. Duration and Revocation of Trot Agreement.
Section 7.1. Duration and Revocation. This Trust shall continue
lot such time as may ~-necessary to accomplish the purpose
which it was created but may ~ terminated or revokedat any time
by the Employer as it relates to any and/or alt ~elated participating
_ Employees. Written no,ice of such termination ~r revocation shall
be given to the Trustee by the Employer. Upon termination
revocation of this Trust. alt of the a~se'5 thereof shall retain to a~d
revert to the Employer. Te~mination of this Trust shall not.
however, relieve the Employer of the Employer's continuing
obligation to p,-~y de[errec! compensation upon the apl)li~e
d~stri[)~tion dale to any and/or each Employee ~th whom the
Employer ha~ entered into a De[erred Compensation Employm~t
Agreement.
Section 7.2. Amendment. The Employer shal~ hav~ the r~ght to
amend this Ag[e~ent i~ whole and in part but only w~th the
Trustee's written consent. Any such a~ndment shall ~zcome.
effective upon (a) delivery tothe Trustee of & ~itten instrument of
amendment, and [b~ the endorsement by the Trustee on ~uch
instrument of its consent thereto.
ARTICLE VIII:. hqiscallaneo~,
SeCtion 8.1. Laws df the Sta~e of Dela~re to Go~¢n. This
. agreement and the Trust hereby c~eated shall be construed and
regulated by ~he la~ of the S~te of Oelbware.
Se~ion 8.2. SuCCeSSor Employers. The te~ "Emptoy~" shall
include any person who succ~ds the Employer ~d who adopts the
De[er~ed Compensation Plan of the Retirement Corporalion and
b~omes a party to this agreement ~th the consent of the Trustee,
Section 8.3. W~thdrawals, The Employer may. at any ~;me, a~d
from time to time. withdraw a portion or all o[ the Trust Fund[
created bY this Agreement and retated Defe~[ed Compensation
EmplOyment Ag[eements.
Section 8.4. Definitions. Oefiniti~s in the. By-Laws of terms,
phrases, etc., used herein apply to the ~m~ herein. The masculine
includ~s lhe fe~nine and the s~ngular includes the plucal unless the
conte~t requi~es another meaning.