HomeMy WebLinkAboutCustodial Agreement, Deferred Compensation Plan - Great Western - 1976 Deferred CaqDensation Plan
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DZY'ERRED COMPENSATION PROGRAM
CUSTODIAL ACRtT
The City of Cupertino, °'Ci " pursuant to Resolution. No. 4052 and
Resolution No. 4093 of the Council of said City has established an Employees'
Deferred Compensation Plan ("PLAN"), a copy of which is attached hereto,
marked Exhibit "A", and incorporated herein by such reference. The PLAN
applies to those employees who execute a participation agreement ("PARTI-
CIPANT") in accordance with the PLAN and file it with the City Treasurer.
Great Western Savings and Loan Association ("GREAT WESTERN") is a
California corpostion operating as a savings and loan association pur-
suant to Federal and California ;1.aw and regulation.
This Agreement sets forth the manner by which the City will invest
PLAN funds with GREAT WESTERN, and GREAT WESTERN, in accordance with t :e
requirements of laws and regulations of the State of California and the
United States, will accept such funds for investment and will account for
such funds on a regular basis.
1. GREAT WESTERN agrees to accept for investment, funds sent to
GREAT WESTERN by the City in accordance with the PLAN, and to establish and
administer the accounts in accordance with the provisions of this Agreement.
All earnings shall be reinvested to the master account (s) in accordance
with prevailing practice.
2. The City shall have the same rights and obligations in connection
with any of such invested funds as any other savings or account holder
having the same type of savings account with GREAT WESTERN.
3. On a semi-monthly basis, the City will prepare one check repre-
senting the total amount of deferments for the period applicable for PARTICI-
PANTS in the PLAN, a list indicating to whom these deferments should be
attributed and the amount to be invested in each account. Said items will
be sent promptly to GREAT WESTERN, which upon receipt thereof will promptly
make the appropriate credits to the applicable accounts. Ary earnings on
such accounts shall be automatically credited to each of the described
accounts in accordance with prevailing practice at GREAT WESTERN.
4. The accounts established under this agreement will be titled:
City of Cupertino Deferred Compensation Plan, dated January 16, 1976. The
title and ownership of all such accounts shall be vested in the City.
The City Treasurer shall have the sole custody of all passbooks or
other indices of ownership of said accounts and no additions or withdrawal
of funds shall be made in or from such accounts except by the City.
5. The types of accounts to be established under this Agreement
and the interest rates to be paid thereunder shall be selected by the City
from those accounts which are offered to the general public as authorized
by GREAT WESTERN's Board of Directors, as shown on the attached chart of
+ac*ounts which is marked Exhibit "A". Said list sets forth the present rates
ammd terms being offered by GREAT WESTERN. It is understood and agreed that
the tee, interest rates and other provisions of said accounts, may from
tim to time, change by virtue of changes in governmental regulations, mar-
ket conditions and policies adopted by GREAT WESTERN's Board of Directors.
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6. Within 10 businese days after the end of each calendar quarter,
GREAT WESTUM will prepare a statement of activity on each account in dupli-
cate. This statement will recap all activity in each account during said
quarter. Tiro copies will be sent to the City.
7. GREAT WESTERN will disburse funds from the applicable account or
accounts solely as directed by the City.
8. In the event the City shall make any written pressntats, its
employees describing the plan and setting forth the manner of in.: -,ient
or in the event the City shall conduct any educational meetings or programs
for the same purpose, GREAT WESTERN shall have the right to participate
in such presentation provided GREAT WESTERN shall bear the costs incurred
by virtue of its participation.
9. Privity of Contract. GREAT WESTERN shall not have privity of con-
tract with the PARTICIPANTS of the plan. Great Western shall not be required
to accept or honor any instructions that may be submitted by any PARTICIPANT
or to .provide any informatics regarding the account or any transactions of
any kind except upon the written instruction of the City or as required by
law.
10. This Agreement may be terminated at any time by either party hereto
upon six (6) months advance notice in writing to the other party.
11. Except as hereinafter provided any written notice and statement
to be given by one party to the other party hereunder must be sent by First
Class mail, postage prepaid. Notice to the City shall be addressed as follow:
City of Cupertino
10300 Torre Avenue
Cupertino, California 95014
Attention: William E. Ryder
Director, Administrative Services
Two copies of any written notice shall be mailed to GREAT WESTERN, one each
addressed as follows:
GREAT WESTERN SAVINGS AND LOAN ASSOCIATION
10071 E. Estates Drive
Cupertino, California 95014
GREAT WESTERN SAVINGS M LOAN ASSOCIATIOJN
8484 Wilshire Boulevard
Beverly Hills, California 90211
Attention: Deferred Compensation Department
Any Notice of Termination shall be by Registered Flail.
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% Rated: /� , 1976
City o Cuper , City Treasurer
Approved as to ford:
City Attorney
W£ST RAT SlIt LOAN A4,kS ?C.
By
Vice President
By.
Secretary
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' ..ambit "A"
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RESOLUTI
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ON NO o 4082
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A-RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
29TABLISMINC A CITY OF CUPERTINO, CALIFORNIA DEFERRED
C01WENSATION PLAN BETWEEN THE CITY OF CUPERTINO AND
CERTAIN OF ITS 083r'ICERS AND EMPLOYEES
WHEREAS, the City as the employer has certain officers and employees ren-
dering to it valuable services; and
WHEREAS, the City is able to provide such officers and employees with
certain benefits under such a Deferred Compensation plan which assists those
participating officers and employees in developing reasonable retirement
security; and
WHEREAS, the City receives benefits from said Plan by increasing its
ability to attract and retain competent personnel.
NOW, THEREFORE, BE IT RESOLVED by the City Council f the City of Cupertino
that the City of Cupertino, California Deferred Compensation Plan, including the
Deferred Compensation Plan Adoption Agreement, attached hereto and made a part
hereof is hereby adopted, subject to receipt of written approval by the Internal
Revenue Service.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 15th day of December, 1975, by the following vote:
Vote Menbers of the Cit�v Council
AYES: Frolich, Meyers, Nellis, Sparks, Jackson
NOES: None
ABSENT: None
ABSTAIN: None
APPROVED:
James E. Jackson
Mayor, City of Cupertino
ATTEST: -
/a/ Wa. E. Ryder
City Clerk
n Attachment
CITY OP
IN , CALIFORfJIA
DEFERRED CO2%]PENSATIENH PLAN
SECTION 1. NAME: The name of this flan is the City of Cupertino, California
Deferred Compensation Plan (hereinafter referred to as the Plan).
SECTION 2. PURPOSE: The rimy purpose of the Plan is to attract and hold
primary P �
key personnel by permitting them to enter into agreements with the
City of Cupertino which will provide future payments in lieu of
deferred current income upon death, disability, retirement, or other
termination of employment with the City of Cupertino, California.
SECTION 3. DEFINITIONS: For the purposes of this Plan certain words or phrases
used herein will have the following meanings:
3.1 "City" shall be the City of Cupertino, California.
3.2 "Emplc.;ee" shall mean the City Attorney and the City Councilmen,
and such permanent empltyees in mall time positions as designated
by the City of Cupertino.
3.3 "Participant" shall mean any employee who fulfills the require-
ments of enrollment into this plan.
3.4 "Participation Agreement" shall mean the agreement executed
and filed by an employee with the employer pursuant to Section 4,
in -which the employee elects to become a participant in the plan.
3.5 "Compensation" shall mean the total of all amounts which would
be paid by the employer to or for the benefit of an employee
(if he were not a participant in the Plan) for actual services
for the period that he is a participant.
3.6 "Employment Period" means a period from January 1 to December 31,
exc=pt that the first year of an employee hired in mid-period
shall be a short period beginning with the date of employment and
ending on December 31.
3.7 'Disability" means the inability of a participant to engage in
his usual occupation by reason of a medically determinable
physical or mental impairment as determined by the City on the
basis of advice from a physician. or physicians.
3.8 "Normal Retirement" shall mean a retirement from service with the
• City which becomes effective on the first day of the calendar month
after Participant meets the age and service requirements for normal
retirement specified in the Retirement Plan for the employees of
the City.
3.9 "Late Retirement" shall mean a retirement from service with the
City which becomes effective after the Participant has extended
the normal retirement specified in the !Retirement Plan for the
employees of the City.
o.
Page 2
DEFERRED CMWENsATION PLAN -
SECTION 4. PARTICIPATION IN THE PLAN:
4.1 Each employee may elect to become a participant of the Plan
and defer payment of part -of his compensation by executing a
written Participation Agreement and (a) filing it with the City
no later than the day before the beginning of any employment
period; or (b) for the first year in which a new employee is
eligible, 30 days after the hiring date of the new employee.
4.2 A Participation Agreement shall be effective for the firs'-
employment period following its execution and filing, except
when it is executed and filed pursuant to Section 4.1 (b),
In which case it shall be effective for that part of the
employment period following its execution and filing. In either
situation, the Participation Agreement shall continue from period
to period and remain in full force and effect unless terminated
as provided in Section 4.3 below.
4.3 A participant may terminate his participation in the Plan and
thereby terminate further deferral of his compensation by filing
with the City an executed written notice of termination at least
30 days prior to effective date of termination. Once terminated,
a former participant cannot rejoin the Plan during the employment
period in which termination occurred; however, he may elect to
become a participant in subsequent employment periods. No amounts
shall be payable to an employee upon terminating his participation
in the Plan unless otherwise due pursuant to Section 7.
4.4 A participant may select pursuant to Section 6, one or more in-
vestment objectives provided that the amount deferred for each
objective equals or excee,.:s the minimum of not less than $10 per
bi-weekly pay period or $20 per r-nth if otherwise paid.
SECTION 5. DEFERRAL OF COMPENSATION: During each employment period in which the
employee is a participant in the Plan, the City shall not pay the employee
his full compensation but shall defer payment of such part of his compen-
sation as is specified by the employee in the Participation Agreement
which he has executed and filed with the City. Compensation may be de-
ferred in equal amounts over each pay period, or in total in either pay
period so designated by the participant.
SECTION 6. ADMINISTRATION OF THE PLAN:
6.1 The Plan shall be administered by the City, who shall have the
sole authority to enforce the Plan and shall be responsible for
the operation of the Plan in accordance with its terms. The City
shall determine the time, manner, and amount of payments of bene-
fits pursuant to Section ) and shall determine all questions arising
out of the administration, interpretation, and application of the
Plan, which determinations shall be conclusive and binding on all
persons; provided that the 'City. unless there is a good reason to
• DbSRUD CDEPENSATION PLAN .. Page 3
the contrary, will seek to accommodate participant's diishes
In rendering such deterninatiuns.
6.2 The City shall establish a deferred compensation fund to
which all deferred compensation will be credited at such
times as the compensation would have been payable to
Individual employees if not a participant of the Plan.
Separate book accounts will be established for each employee
participant which will show all amounts of deferred compen-
sation, investments made, shares acquired and earnings and
gains on investments. Each book account will ',e valued at
least annually on a method as outlined in Section 6.3.
6.3 On executing the Participation Agreement, tht employee shall
designate his investment objective. The employer may, but
is not required to, invest amounts of deferred compensation
In mutual .fund shares, or interest time deposits with a local
savings and loan company or banking institution, or investments
with a local stockbroker, or a fixed/variable annuity contract
with an insurance company, whichever in the employer's sole
juegment will best achieve the employee's objectives.
6.3(a) If a mutual fund is selected as the investment vehicle,
all dividends and capital gains distributions will be
reinvested it shares of said mutual fund. The total
of full or fractional mutual fund shares purchased or
acquired through reinvestment shall serve as a basis
for measuring the value of the participant's book
account. Value will be the total number of full and
fractional shares held times the net asset value per
share reported by the fund on the valuation date.
6.3(b) If interest time deposits in local savings and loan or
banking institutions is selected as the investment
vehicle, interest earnings will be credited to the
participant 's book account when declared by the in-
stitution. Annual valuation will include all interest
earned, whether paid or accrued.
6.3(c) If investments are selected, dividends and interest
earnings will be credited to the City of Cupertino
Deferred Compensation Plan Investment Account with
the stockbroker.
The Market value of all investments and cash in the
account shall be determined on December 31st each
year and each participant's share of the account shall
be valued by any cash income, plus or minus any market
action. New participants may join the Account after
Misting participants values are determined.
L
iMW= CMWMSAnCM PLAN - Page 4
6.3(d) If a variable annuity contract is selected as the
Investment vehicle, the value of participant's
Individual account during the Employment Period
'shall be determined by the Insurance Company's
Accumulation Unit, which is a statistical index
of the net investment results of the Variable Con-
tract Accoutit. At retirement, the amount of annuity
payments shall be determined by the Insurance Company's
last Annuity Unit, which is a statistical index of the
net investments results of the Variable Contract Account.
6.4 The City may, but is not required to, invest deferred compensation
at least monthly in the investment vehicles provided for in this
Plan. All amounts of deferred compensation, whether or not in-
vested by the City, shall at all times be and remain an asset of
the City. Any and all dividends, capital gains distributions,
interest or other income payable on any of the Cite investments
of deferred compensation also shall be an asset of' ::he City. The
City shall have the sole right to vote any shares of stock which
it may acquire by such investment.
6.5 Neither this Plan nor any Participation Agreement nor any book
account shall be deemed to create a trust or'tustodial account
on behalf of or for the benefit of any participant of the Flan
or his beneficiaries. No participant of the Plan or his bene-
ficiaries shall, have, by reason of the Plan, Participation
Agreement, or book account, any secured or preferred interest
in or to any assets of the City. The City shall have only a
contractual obligation to pay the benefits due the participant
under the Plan.
SECTION 7. DISTRIBUTION OF BENEFITS:
7.1 Retirement In event of normal retirement or late retirement,
the full benefits credited to participant's book account plus
or minus subsequent investment gains or losses, but less any
Federal or State income Taxes required to be withheld, shall be
distributed to hira in any one or more of the following ways:
7.1(a) In- a lump sum.
L I M In monthly, quarterly, semi-annual or annual installments
over a period not to exceed ten (10) years from date
distribution began or over a period established by the
City not greater than the life expectancy of the partici-
pant. Life expectancy shall be determined once by the
City, on the date of the initial installment distribution.
Installment distributions will be made in substantially
equal payments, but no payment shall have a value of less
than (the smaller of) $50 or the balance credited to the
_ _ __ participant's book account.
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DEPMED CMWENSATI0N PLAN - Page 5 •
Participant's book account balances will continue to be invested
until -- in the employer's sole judgment -- cash is to be with-
drawn for payment of benefits. Payment of benefits will commence
not later than sixty (60) days frollowing termination of employ-
ment.
7.2 Disability - In event of termination of employment by reason of
disability distribution of benefits will be as provided in Sec-
tion 7.1.
7.3 Other Termination - In event of termination of employment for
reason other than chose specified in Sections 7.1 and 7.2, then
the full benefits credited to participant's book account plus or
minus subsequent investment gains or losses, but less any Federal
or State income taxes required to be withheld, shall be distrib-
uted to him in any one or more of the following ways:
7.3(a) In a lump sum,
7.3(b) In monthly, quarterly, semi-annual, or annual install-
ments of substantially equal payments over a period not
to exceed seven (7) years from date distribution began,
but no payment shall have a vlue of less than (the smaller
-" . . of) $50 or the balance credited to the participant's book
account.
7.3(c) Postpone payments under 7 >3(a) and (b) above until partici-
pant reaches his 50th, 60th, 65th birthday.
Participant's book account balances will continue to be invested
until - in the City's sole judgment - cash is to be withdrawn for
payment of benefits. Payment of lump sums or installments shall
be made not later than the first week of the calendar years suc-
ceeding the year of termination of employment.
7.4 Death - In event of the death of any participant, either before or
after termination of employment, then- the full benefits credited
to his -book account, less any Federal or State Withholding Taxes
required by lain, shall be distributed to his beneficiaries in
the manner designated in the participant's Participation Agree-
ment. The City shall make payment in lump sums not later than
60 days after death of the participant.
7.5 Other Distributions - Notwithstanding any other provisions of the
.Plan, the City, in its discretion, may at any time discharge in
full its obligations under the Plan to any Participant by distrib-
uting to the Participant, or, following the death of the Parti-
cipant by distributing .to his Beneficiary, in cash or in kind,
all amounts credited, contingently or otherwise, to the Parti-
cipant's Investment Account.
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sMMM CowaSAYION PLAN - Page 6
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7.6 Future Past of Benefits - notwithstanding the date of actual
tessgnation of employment set forth in Sections 7.1, 7.2 and 7.3,
the City may specify that payments of benefits shall commence at
a future date, which is not later than participant's age sixty-
five (65} or, if earlier, at the date of his death.
7.7 Method of Distribution - Where alternative methods of distribution
are available, the method of distribution shall be selected by the
Participant at the time the Participation Agreement is executed.
SECTION S. CITY PAMCIPA?ION: Notwithstanding any other provisions of this Plan,
the City may make additional deposits in the deferred compensation fund
as additional compensation for the services rendered by the employee
to the City during an employment period.
SECTION 9. NONASSIGNABILITY: Subject to Section 10, zo the fullest extent per-
mitted by law, the interest of a. participant in the contractual ob-
ligation of the *City, established by the Plan, shall not be assignable
in wsiole or in part, directly or by operation of law or otherwise, in
any manner and no right or interest of a participant in the City's
contractual obligation shall be liable for or subject to any obliga-
tion or liability of such participant.
SECTION 10. FACILITY OF PArMENT: If any participant terminates his employment
with an unpaid debt owing to the City, and neglects or refuses to liqui-
date the debt by any other means when due and upon demand, the City shall
be entitled to collect the amounts due from the deferred compensation
owed to the participant under the Plan.
SECTION 11. IgSCELLANEOUS:
11.1 Status of Participants - Neither the establishment of the Plan
nor any modification thereof, nor the establishment of any book
account, nor the payment of any benefits, shall be construed -s
giving to any participant or other person any legal or equitable
right igainst the City except as herein provided; and, in no event,
shall the terms of employment of any employee or participant be
modified or in any way affected hereby.
11.2 Condition of Plan - It is a condition of this Plan, and each
employee by participating herein expressly agrees, that he shall
look solely, to the general assets.of the City for the payment of
any benefit to which he is entitled under the Plan.
11.3 Governing Law - This Plan shall be construed, administered and
enforced according to the laws of the State of California.
11.4 Designation of Beneficiaries - Each participant shall have the
right, by written notice to the City, to designate beneficiaries
to receive any benefit to which said participant may be entitled
In the event of his death prior to the complete distribution of
benefits. If no such designation is in effect on a participant's
death, his beneficiary shall be his estate or if no executor or
administrator is appointed within six (6) months after the part-
icipant's death, the City shall direct said benefits to be paid
to the heirs at law of the participant.
F,, 4
`"• '� MMWM MWENSATION PLM - Page 7
SECTION 12. AMNDMENT AND TEWMATION
12.1 The City may at any time and from time to tine modify, mend,
or terminate the Plan in whole or in part (including retroactive
amendments) or cease deferring compensation pursuant to the Plan,
by delivering to each participant a written copy of such modifi-
cation, amendment, or termination or of a notice that it ceases
deferring compensation; provided, however, the City shall not
have the right to reduce or affect the value of any participant's
book account or any rights accrued under the Plan prior to such
modification, amendment, termination or cessation.
12.2 Upon complete termination of the Plan the City may at any time
discharge in full its obligation under the Plan to all partici-
pants by distributing to such participants, or, following the
death of a participant, to his beneficiary, all amounts credited
to the participant's book account.
12.3 In the event of the termination of th, Plan by the City under Sec-
tion 12.1, the value of each participant's book account shall be
distributed to the participants or their beneficiaries no later
than 60 days after termination of the Plan. The amount, method,
and time of payment shall be determined as provided in Section
7.
ambit "A"
YASOLUTION NO, 4093
A RESOLUTION OF THE CY'3°T COUNCIL OF THE C ITY OF CUPERTINO
AMMING THE ADOPTION AGREEMENT OF THE DEFERRED COMPENSA-
TION PLAN AS ADOPTED BY RESOLUTION NO. 4082
the City heretofore by its Resolution No. 4082 did adopt a City
of Cupertino, California Deferred Compensation Plan, including the Deferred
Compensation Plan Adoption Agreement, subject to written approval by the In-
ternal Revenue Service; and
WHEREAS, said written approval by the Internal Revenue Service did indicate
the desirability of making certain modifications to- the said Adoption Agree-
Ment;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Cuper-
tino that the Deferred Compensation Plan Adoption Agreement, attached hereto
and made a part hereof is hereby adopted as amended.
BE IT FURTHER RESOLVED that the effective date of adoption .shall be as
of the fifteenth (15th) day of December, 1975, the date on Which said Plan
and said Agreement were first established by Resolution No. 4082.
PASSED 111D ADOPTED at a regular meeting of the City Council of the City
of Cupertino this5th day of Jan== 1976, by the following vote:
Vote Members of the City Council
AYES: Dyers, Nellis, Sparks, Jackson
NOES: None
ABSENT: Frolich
ABSTAIN: None
APPROVED:
!s/ James E. Jackson
Mayor, City of Cupertino
ATTEST:
Is/ Wm. E. Ryder
City Clerk
;, e• Attar: t
• it". NO. 4093
BEFERFM COMPENSATION PLAN
1AIPTION AGREEMENT
THIS ACRLEMENT, made by and between the CITY OF CbTERTINO, nereinafter
referred to as "City" and _ , hereinafter referred
to as "Adopting Employee".
WHEREAS, the City has established the "CITY OF CUPERTINO, CALIFORNIA
DEFERRED COMPENSATION PLAN", hereinafter referred to as "Plan" for the benefit
of its employees, and
WHEREAS, the Plan provides that any employee, subject to the limitations
established in the Plan of the City, may elect to join and become a Member of
the Plan on executing and filing with the City an Adoption Agreement, and
WHEREAS, the Adopting Employee desires to join and become a Member of the
Plan,
NOW, THER£FORE1the City and the adopting Employee agree as follows:
1. The City has provided the Adopting Employee with a current copy of
the Plan.
2. The %dopting Employee hereby elects to become a Member of the Plan
and to defer payments pursuant to the Plan as follows:
a. Amouni: of monthly compensation:
S (not less than $20 per month)
b. Compensation for accrued vacation benefits to be set aside
as deferred compensation at retirement only:
S
The adopting Employee a_rees that his rights to the deferred compensation shall
be governed by all terms and conditions of the Plan.
3. Compensation deferred under Section 2b above shall be governed by
the following additional conditions:
a. Adopting Employee shall not have the right to said accrued
vacation benefits prior to retirement.
b. * The Cicy will pay benefits to Adopting Employee in installments
over a period not to exceed the life expectancy of Adopting Employee.
c. The City shall retain ownership of amounts deferred until paid
to Adopting Employee.
d. The amount of deferred a +tion- to which enplayiiie shall be
owtitled under this Section shall be measured at my rime by
the oarket value of investments na& pu:scant to Section 4
bereof.
4. The Adopting Employee der ,dates his investment objectives to be
interest time deposits in local savings and loan or banking institution and re-
quests the City to invest the deferred compensation funds accordingly.
5. the Adopting Employee designated the following persons as his Bene-
ficiaries to receive, in the event of this death, any benefits to which he is en-
titled under the Plan:
Name of Beneficiary Address of Beneficiary
1. —
a.
3.
4.
If more than one person is named as Beneficiary, any payments to which they may
be entitled shall be paid as follows: (Choose one)
In equal shares, to such of the designated persons, survivor,
or survivors, as shall then be living, or
Wholly to the first designated person who survives me
Such benefit shall be paid in a lump sum within 60 days after death.
I hereby reserve the right to change or revoke this Beneficiary designation with-
out notice to any Beneficiary.
6. (a) In the event of normal or late retirement or disability the method
of distribution shall be made in percentages as follows:
Percentage
In a lump sum.
(percent) In monthly, quarterly, semi-annual or annual installments
over a period not to exceed ten (10) years from date
(percent) ' distribution began or over a period established by the
City not greater than the life expectancy of the participant.
�d
6. (b) In the event of termination of employmmt for reason other than
' normal or hate retirement, disability, or death the method of distribution shall
be made in the percentages as follows:
In a lump sum.
(percent)
In monthly, quarterly, semi-annual or annual installments
percent
of substantially equal payments over a period not to exceed
seven (7) years from date distribution began, but no pay-
ment shall have a value of less than (the smaller of) $50
or the balance credit to the participant's book account.
Total 100%
The above distributions shall be postponed until the
yes participant reaches his birthday.
no SOth, 60th or 65th
6. (c) In the event of termination of the Plan by the City as referred
to in paragraphs 12.1 and 12.3 thereof or with respect to any event which will
cause payment to begin where the time and method of payment of benefits is not
specifically proviled in the Plans or in this Agreement, the value of each partici-
pant's book account shall be distributed in a lump sum to the participant, if then
living, or, if not, to -rhe beneficiary (s) designated herein not later than 60 days
after such termination of the Plan or event causing payments to begin.
Dated: 19
CITY OF CUPERTINO
EMPLOYER
By-
Its City Kanater
ADOPTING EMPLOYEE
I hereby agree to the designation of Beneficiary as shown above.
SPOUSE OF .IAOPTIM UWLOYE;E
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rage annantme
7.CM additionis b Its ft in arty amount of$100 or more,providing the sane Certificate is
Maft afteiraccount Add funds Hoverer,you available at that time.The maturity date of the Certificate land our
is opot"v any dohs miry open guarantee of the rate)is automatically extended for the required minifinum
additional term from the date of each addition unless the time then remaining in
accounts, the current term exceeds the required minimum term.
o-00 i sftposftd Y" Yee Yes Yes Yes Yes
by an tom of my
a>oalk Wd held to
40~3 cam ear
from the Ise.
100 teft dsposimd Yes Yes Yes nee Yes Yee
alh7�ft tom erne
41n11a"I of
It Are Yes U anew.see Yes.
PWMiftd at rag ql above.SSW Balance of at least$1000 regwred to keels account open.Federal regulates
! ? L,arce required to require a substantial reduction of interest on withdrawals of pnrc:pal boore
11M 8DQMUnt open. maturity.See explanation in No.11 below. q�
11.m Mho Me3 Mer,at maturity and whenever accumulated interest is w th drswn.On e."
m !> There am Alta the 90-day withdrawals of principal,Federal regulations require us to reduce earnings on
�! no puss, qualifying period, the amount mthdrawn to the Regular Savings Arccwnt rate fron the staff st rust
d ay kind hdl interest is current term and to defto 90 days of interest at that rate.It principal Is
"my paid to any day mthdrawn during the first 90 days of a term.nolnteresi Can be paid err the araoumt
of withdrawal, mthdras►ml-It withdrawal tum a balance less than the required mnnimume,twat
bationoe is also sub jeer to the early w►thdra"penally.
No one pays more interest with insured safety.
ICMA
RETIREMENT
CORPORATION
MS.2=
Zkol Dc
January 21, 1975
r u
Mr. William E. Ryder
Director, Administrative Services
City of Cupertino � r
10 300 Tbrre -.venue
Cupertino, California 95014
C.
Dear Mr. Ryder:
Enclosed are two copies of the executed Deferred Compensation
Plan.
The next step in implementing the plan is the filing of Joinder
Agreements for each employee who wishes to participate. I have
enclosed five employee enrollment packets which include the Joinder
and instructions for its completion.
If you need more information or materials , please do not hesitate
to call upon me. With best regards , I am,
Sincerely yours ,
Peter L. DeGroote
General Manager
PLD:LC:gs
The ICM Fa6mmiem caffAnamm'e an n momm d�Eoo etaae Nb 1oCe1 gpvemas�t auobt,r LL9e ot�ip o•
Cay A#BnXPNMM AasoWtian•UNWOM UMMAM d MonftipM las 04=M �s Amwncm PwW* WoM A=OCJWM a 010=00 Fad
oMMa AeaeiWon • eeomooW Pomwo iftes@wma Samcftem •Aamuml tmaftda C# * A S*CMM of PIM."o e
A $ tw P O AMW4M PNOft ftwN A 0&i WAG CMftft an0 Cone a f+ibrnatonal, h+e. A siafGpael
As�tllAon Of Ccmafts 0 ShBORM 01 COM 0 AaMmSm A vvmiM n of&AWM tea.
tip
INTERN OVAL CITY MANAGEMENT ASATION
RETIREMENT CORPORATION
DEFERRED COMPENSATION FLAN
Anwoded as of June 28, 1974
THIS DEFERRED COMPENUTION PLAN.hnabV dished by City of t jU
hereinli ter the Employer:by agrearnents atom the international Qi v 111tanagervsent Association Retinetant Corprwation and vwth the
employees, officers.and officials of sad enviuvw wow become deity to this agreement.by racoon of a"Ja rider Agreement.sugned
at this time,or at some time m the tuture-
WHEREAS,the EmpioVer has certain ernptovees rendering to ai�valtabte serwites:and
WHERE", the Employer is abfe to Provide its emPk vees with certain benefits under this Plan which assure to those partraPating
ernooyees reasonabie retirement security:and
WHEREAS. the Employer receives benefits from this Plan by tncreasrr+g its ab+trty to attract and reta,n comr,-ion.pewjon,�ei and by
trscrawng its Neardwitty in person*eei managemeM
14OW THEREFORE WITNESSETH that the Employer has established this international City Mwwgrme++t Amoctatton Retirement
Corporation Deferred Compensation Plan and has awsetd it to be executed by the official affix"hu srgeature on behati of the
Emoover"s governing bod,-
Converston Prow ion Where an Employer has previously estabirghed the iCMA-RC deferred compensation plan for its employees,
this Plan shall supercede all previous documents and provtst" thereof except that ex sting deferred comvxi. a on employment
agreeirents will continue to full force and effect to lieu of Part 1 of this plan.and as such.have the,rrvrr_d,at? force and effect of a
`}o.nder Agreement" to this Plan. If the Employer and Employee desire to amend the existing Deferred Compensation Employment
Agreln.ent by subsittuhng Part Vif this Pion there or,this may be done by execution of a"joinder Agreerner t"
�\
For the Employer ,
Attest for Empiever By
Signature of Authorized Offtcta
G• _ Reed Sparks, Mayor
S.9narire of Aura Official 1'i'tnt Name and T,t?e
Iseall
Approved as to Form-
Atto(nev tot the Employer
Attest for IC16 1-Rear t Corporation Fot the ICMA Retirement Corporation
By Iva--ec
Signature tAuthwnzedO; -Dal Signature of Authorized Of
i$eat►
TRUST NO. 0292
Complete the foilorring prior to madeng this agreement to the Retirement Corporation
Full Manse(City of.County of.etc_)- CitY of Cupertino
Titte of Official to whom correspondence and reports are to be moiled:
(not name) Director of Adn nifstrstive Services
Address: (include zip code) 10300 Torre Avenue, Cupertino, Calif. 95014
Employers'Federal Tax Identification N umber: 94-60273"
S
ESTAGUfiit8WNT OF THE PLAN eo'Rributionsr or it awy include amp from or
AAMVD tEM perdr Phtogas of only one of those components;
The Intonational City Management Association Rebiwtrent c. "Current dinpardation"is that portion of that Emlployee's
total + 1uihidh is not deferred compe►antwn as
CorporatrOrt, fire Re3i Catvporation or ll�+lA-RC.is a nonPICh Ot:1011A3re Corporation. it has been classified as a deferred trorr is defined hereon;and
ISS-etetitpt otginsm6m under the provisions of Section Sol(e)(,,l d. '1300 tray" is the stated sat" of the Employee.
r of the Internal Revenue Cods.As an aid in the improvement of stow 13 The dsterminatio n of the initial amount or percentage and of
and municoW administration in general, the Retirement Corpora- any future change in amount or percentage of deferred
tion is organized for the purpose of receiving and investing deferred compensation must be made before the beginning of the
eompernsotion funds of state and local governments and their related period of service for which the compensation is lovable-
and controlled public interest organizations which are tax exempt 1.4 The amount of total compensation may be adjusted from
under Section 501 of the internalam
Revenue C . hereinafter time to time without altering the wrens of this Plan.
referred to as "Employers": to ar` ,s trustee and/or agent for the However, the percentage or amount of deferred
collection and reinvestment of'.ie income therefrom:and to act as compensation may be adiusted in accordance with 1.3 above.
agent for such Employers zmd a. their explicit direction for the Any such adjustment of the percentage or amount of
distribution n of the funds ar,d assets of their accounts to their deferred compensation spat! be communicated to the
participating Employees in atzc rdance with options provided in thus Employer's agent, the Retirement Corporation. and the
international Citypen Management hereinafter
Retirement Corporation &m-sits in the adtusied percentages or amounts, if changed
Deferred MAR Compensation Plan, hereinafter referred to as the "Plan", from the prior existing percentages or amounts, steal:
o►the"ICMA-RC Plan.".
thereafter be made by the Employer into its Retiremen*
The ICMA-RC Plan is sat out below ,n two parts. I. The Corporation Aecaunt.
Deferred Compensation Employment Agreement; and 11. The
Master Trus• Agreement. As set out below. the Employer adopts 2 Deferred Compensation Account. Under this Plan, deferred
:his plan as it; agreement tenth the participating Employees a^d compensation shall be credted and paid into the Trust establrshf_s
ICMA•RC, and the Employees shall participate in the Plan through and maintained with the International City Manageme-:t ASsotiat,ar
the execution of a Joinder Agreement, which by its terms Retirement Corporation as Trustee. The Retirement Corporation is
incorporates all of the provisions of the Plar A car y of the Plan a honprofit corporavon formed for the specific Durpase of in;,estinc
shall be suP"red =o -�.ach Employee for his st.,dy and untterstanding and otherwise admin,stering the funds of said Trust. T- T'rus[ riot
prior to his c cc; lion of the Joinder Agreement, The Ern;"i "ens, be revoked at any time try the Employer,end upa^ evocatrDn a`
through their DarTLt,ipation in the Plan, e.press their desire to haw. sa d Trust, all of the asse-s rhereoi shall rrrtorn to a-c evert to t^e
the benefit of the continued loyelty, sevice and counsel of their Employer. The Empl'yer shall 'keep accurate toc,,, ale reccrss
Employees and to assist then: n providing f_r the cant irigenc1es •o; w,tf- resoect to the Employee's total compf• satro- o-otner`ar,zc
old age dependency,disability,and deatn ncome and with respect to amounts Paid intro said True*
This Pia," may be amended from tern- tD time for purposes of
J Ownership of Funds Nether the E,nployee nor a-y bins f" ,ori
assuring its ca^=ormance .D the= requirem-"^-; of 2'V applicable law
nereof shall have any interest wf`a&Isoever in the fu,m raid,r,r,t'e
or rule or regulation c>,lrsua^t zh?re,r, and to preserve the
tax-exempt status Of the Plan and the Ret,rerrwnt Corporation No Deierred Compensation Account or inthe accum,,rations or ar,
increments on such funds, which shall at all times rernatn as art asse-
amendment may either direct'y cr indirecYiy operate to deprave any of the E� nloyer, subject [o its absolute riomiriion, :Xintrnl, arc
particirafing Employer of its tlenef-c,al interest an the Tr=ist as it a right of withdrawal until such time as the funds -ter assets of the
then coristiauted. The Retirement Carporat,ori will notify the
Account are are distributed to the Employee in accordance with lure
participating Employers of any amendmen-, to :his Plan no later
provisions of thus Plan. The obligations of the E^,piDvcr to pay
than sixty days Dnor to its effective date Any such amendment wilt deferred compensation is contractual only,the Employ"haviT
become ef°et,ve after the exoiratror of that period of time,exreDt g nJ
preferred or special rittres, or claim, by way of trust, annu•ty, art
to those E'rtployers as may file a t abwct,an. No amendment
otherwise, in and to the specific runds and assets held in the
to by d byRetireparticipating Retirement
torpor shell be effective unless agreed Deferred Compensation Account -i he contractual obiigat,ons of tnt
to by the Iy1A Retirement Corporation over the signature of art Employer to
Officer. pay the funds and assets in its Deferrers Coml>ensatio^
Account to the Employee or his beneficiary D: the applicable
PART i. DEFERRED COMPENSATION EMPLOYMENT distribution date shall be a continuing obligation upon the
AGREEMENT Employer, and shall not be relieved by any agreement between the
Employer and any other party, except as provided in Section 2 of
1. Deferred Compensation—Initial Dec rsion—Future Changes Paragraph 12 of this Plan, and shall not be affected ,n arty manner
1.1 There is no irmit on the amount or percentage of the iota? by amendment or revocation of the Trust referred to in Pargraph 2
compensation of the Employee which may be deferred by herein or by reversion of the Trust Funds to the Employer The
the Employer under this Plan, provisions of this Paragraph shall supersede and control any other
1.2 Far the purpose of this Plan the following definitions apply Provision of this Plan which could be interpreted to be in conflict
a. 'Total compensation" is the total of compensation to be therewith.
Paid by the Employer for the services of the Employee,
regardless of the terms used for its components, as, "or 4, Administration of Funds. The funds deposited in the Deferred
example, "base pay." -in addition to base Compensation Account shall be invested and reinvested b'd the
pay' empfdver s contributions,"etc ; Retirement Corporation, as provided for in the Trust Fund
..
described tin Part It of this Plan, in any manner which in its sole
b "Deterred compensation*' is-hat amount or percentageof discretion it deems desirable,without regard at any[rme to any legal
the total compensation of the Employee which the Employer limitation govern
ing rig the investment. of such funds. The Account
currently defers from the payment to the EmployPe, and, shall also reflect the gain or loss resulting from the investment and
instead, deposits some into a Deferred Compensation reinvestment thereof, This Trust Fund may be connmingied with
Accou nt with tt%e Retirement Corporation under the ter"of others established by the Trustee with other Employers und4ir this
this Plan. Deferred compensation may include amounts from Plan.
5 D srwtion of Ina.eaments. Each partit9psting Empoover•being Corporation as its duly authorizad agent, dla: cons tderation being
z rsad of the pref}r ernes of. and for the benefit of each of its given !o health. financial cimurnstwum and family obliigstions of
r— ting Emplevees, shall designate the percentage of the the E►r►psoyee. In this regard, the Etnpici fee may be consulted;
defe-•ed compensation involved which shall be invested in the hovilever,fill,shall have no voice in the decision reathed-
r rrvs tyres® of investment funds (accounts) of the Retirement
Co sa.teon, such as the Equity [Varraple) Fund or the Payments in the Event of Deaf*,.
F.+.=•a--)come Fund, urAea the laws of the app►wab►e state or local a. During Vie Period of Datrgweion. In the event of the
9c ---ee^t require o#wv iw,.n which case those laves shall govern. Envinvee's death during the period of distribution, the
Fe elect eons to 17ta W the percentage to be tnve!ted in each Employees beneficiary shall be entittgd to receive pBYntents in
s r 4j Fund may only be made prior to and for the neat accordance with the payment method being employed at the
s.�. --•a no annual p."r.3d of service for which the cornpensiri rs time of the Employers dea';h. With the consent of the
b; f1hric wr "en notice thereof Witt; the Retirement Employer.acting through the Retirement Corporation as its duly
- rB. on Such swill not be effective until received by the authorized '&gent, said he:tefic.ary may elect to receive a
-�-* CBrpor-at Z'" lump-sum in liter,of installment pa•/ments.
^?^t of De-fe+ d Compensation The words "designated b, Prior to Dtstribut on. In the event of the death of the
:}a r> us?d.n thr, Pa-agraoh and in Paragraph 9 of this P;an,shall Employee prior to the drsirtbuvon, the funds and assets of the
des.gnate age Minch apr,ars in The Joinder Agreement Deferred Compensation Account shall be patd in accordance
-_^ oy the par' c pytrna EmcNoyee These wor:}s, as used ,n vgth one of the methods described in subparagraahs a•b.c, or d
-s-aa aph, in Pa-ac-aph 9, and in rtie.Jr,^der Agreement,shall of Paragraph 6 hereof. The selection of laic rn tr:r' -all be
_ Th- fgi ,vs q. without recwi;ito- -herein "or later, in ade by the Employer acting through }-t R-1 rz nent
- 5,C et•o^ c E-nofo' o the e-0 of his empioyrrw'i7 Corporation as its duly author,zed aq_ent.
t Emo+.,= continues n rtv er-o:jr of The Employer
c 9 Pavm commence ent Dates. Payments shall comece o rite -s- ;xr of the
..• a w: anated age :,t s,,cr' mr- as the Employee rnr.-th, following the atiainm=--i of •he designatec aa. ; z;e,,on
-- f*} i a---: :>N b> (o ' :;s,. tau-< disabled or d,=-s h> }. e
- rat dati Of the rnontr o`•t=- =he -rid or r, L _ ., r•`teni
., 'Xr—, , or b ,:.a., Gr benef c,ariii-;, ,�<c=err}cni, if Employee cor* in the r•mplUy or - _-cjD over'
:-Stilt-' , - - fled r:•L"✓ .i. in the D.'red
_ T a't e attains th< designa• :j aa:. or likev:i5 C 'rfv _^an�'nt
rfy,- I '2; c rin which ono
. o,tibr: tali or death and, e CaSe or *r,;t alirnc -. _ .. Shall
-,.. -,..GrL _.> •-1�.,.a, iK aS.✓-'>O i:, rnf>IOy haYt�G _ - _ - _y cde CGn?inUUUSI'r tnr-'-.c .. ..r�t^a 4,rSI day _ __ ..__.--d,rig
co ty .' r dtsab,ed, or b,
Dr �v'nr U.:a r. . -emit anni. _ ._ .�_ mr-*a
p,o• .Ion..
_ -nt Cir,ods are c:s:i .. . con'11,41.._ - _ _ the
.. _ = r.• rsaY of each surti%%d,- ear iCh tii,9,. .. _ :r••t:�d
• y s7:... _ .. o' �"ill. Or ._ '__ 'r1 y. etC.l r .'v-d _ S,1Ch .. _• - - _ - pr
•- •-- _ - ,tf of i - _. _ Emir ,yr+•f. � -."':r•�sat�On.ACr_Uu _ r., __ -5 nlrr�.
i J Disbj,sino Aq- , T" r - _
- d}-sionated cq-. ;a Perrru',r•-rr.
age-. of the -'nf>1Gyer `rl* of disb r:
Gbhciafio-', fU- .:ate '_ ...,_ ?Y•". - -rs .- >naG
c, Em;,i r;Y - . _•�- t r,cy .i,0i. v
- -once c _ ho,tal; + Ta.,,e
,U w' c.. t5 3•,.d acts _ . rT Th•- Def••r,_,,
- 7unt sitar Cie v_ -.-., triy%'th•-. via,-n a :.-r od of distribution, _ ._r-ptsyee or
stl c - - r"t Ur- u'.. I'd __�_ the amf?,,-a ;^='•--:caries, nominee, or %sza r. _as th- else R1a, ;r _. yt•
o`/-- '- _ er,iJeGTBn:.✓ ., ,5 Cc' c-•edited vHth all the +E'Si, accumulat,.,
d a th:•- ti 3, '�_nda_-7 a55�is to the D'.'-r
•"TkiRCa . yr-•rmirted, :n- iJey"�." ;�, sVt1,V'`. it -ate_ •.GC7!ln:, J,•t,l.tic,,Accou, s cLie t^,d:n
•hty insr_ --is e>ve•r h: per oc rife e r, cta ,c, 12 Sect,on 1. Term,nat:o ETp,oyment 1 o- <f
e Empi:.. - ;hall comGletely dez•=te the said P,_ceur, the Employees setv,ces, for a-y manor other,re
end of -- ant year of frf expo `czrv,or assets, and accumulations he DO,rred Corr,ieraa _:ount
-_;mc-nts '-=^thly, quorterl,•, s=-_ a-•nual, or annu3r slip)) not tom• Van3ferred to a- acxcOtni with a n_rr ,..:;=,- or the
is in accc{3�-ire with the follovr,-c :rxedure Emiatoyee, and, ms•ead,they shad re•riatn in the rr9:-ta - c:ojnt as
asses of the old Employer u,,,I such time as they at e d,s 7t'-t>_ d in
css the E^s&yeas employment r%-'n,nates prior to Tht•
_ accordance with the provisions of This Plan, except as in
T h _.e atta- the des •-ignated age, aoiunis eoual to the
. Section 2 of this Paragraph.
c -iefits racer-- by the Employer,L-de retirement arnutty
o=ide , shag, _ ✓aid to the Emilio✓ e, at such tlnw as he Section 2. Transfer of EmpiGyment vtirTh Cons,dara;o- Between
trains the de,.raied age, or, in The case of death,payment Employers-Tr,partite Agreement.
-t n,s benefit::-f or beneficiaries, nominee or estate pursuant In the_went the Employee acce ot s employ ment with a ne_w er-,ploli
to the procett--es provided in said poi!c>es and Paragraphs i paric,patng in the ICMA-RC Deferred Compersat or Pea^,-nen, if
a-•d 8 of this Par-,or tr.: toast Employer finds that it has no present or future-.eed of the
Payments ,n "yonthly, quarterly, ;emi-annual, Or annual f•uni assets, and accumulations in the said Account for the
-stallm,_-nts over a petiod of not exceeding ten (10) years, said pa' .,ent of its general creditors or for any other purpose
_a'rrnents to include a reasonable return or,the funds,assets and v atsoevef, .n consideration of its desire to avoid the continuing
=_r ^iulattons in t-re Deferred Compensation Account, less the -.xpense of maintaining records, and receiving, examinsric- vertfying
a-i.o,.rnt of es:pected monthly, quarterly, semi-annual, or annual and filing annual reports of the Retirement Corporation, and in
astrit>utton,over tr.e said Ten (101 year period:or consideration of avoiding the pass.ble future expeses of iit.gatton of
Ore lung,sum payment. Employee's continuing contractual rights to payment Of deferred
compensation ort his retirement as herein provided in the ever•,, of
Seed on of Metneyf of Payment. The method of payment shall any possible future revocation and vvithdrawial by the pest Employer
ec
be sefied by the Employer, acting thro..,igh The Retirement of the funds,assets,and accumulations in the said Acaouti the past
r
E-plover sissy, at its disicration. authorize the Retirement deurrs to set aside periodic amounts equal to the pe►centage or
Corporation,as its aprit,to propose to the new Ennpioyer that the mount of total periodic lion deferred:
finds.assets,and accumulations of the said Account be transferred V{HfEREAS, the '.u*sds set aside, together with any and all
to the ownership. control, and right of withdrimel of the new
investments thereto, are to be exclusively within the dominion,
consideraployer.tion
and to sit in the event the new Employer, in control, and ownership of the Employer, and subject to the
reason a! the
a the increased a in salve of the past
employment.
ent.as by Employer's absolutes right of whhdravaral, the Employee having no
issuers o'. the experience gained while in past ert�loymsertt,agrees
to aaxpt same, and the respective Employers and the Employee interest whatsoever therein:
sign an appropriate form of Agreement in which the new Employer NOW, THEREFORE, this Agreement witnessrh that (a) the
e also agrees to assume the continuing contractual liability to play Employer will pay monies to the Trustee to be placed in deferred
q deferred compensation so trarisferred upon retirerne t of the compensation accounts for the Employer,(b)the Trustee covenants
Employee and the Employe*?releases the paft Employer from said that it will hold said sums,and any other funds which it may receive
conk wing obligation to do same. hereunder, in trust for the uses and purposes and upon the terms
13 Losses-The Employer shah not be responsible for any loss due and conditions hereinafter stated:and(cl the parties hereto agree as
to =nvestmerit or failure of investment of funds and assets in said
follows.
Deferred Compensation Account ncr shall the Err plover be required ARTICLE 1. General Duties of the Partie&
to replace anv loss whatscxwer who&, may result from said
investments Section 1 1 General Duty of the E—Diover The Em,,lover shall
make regular periodic payments e(:i. to the percer-tay of or
14. Nonassigriability of Deferred Compensation The Employee amount: from its participating ET,pleyees' total periodic
during his lifetime shall not be entitled to commute,e^cumber,sell corr+pensations which are deferred in arc✓dance"in'he terms acid
or otherwise dispose of his rights to receive deferral compensation conditions of Deferred Compensa-a— Ernployme-T +'greernents
peycien is provided for herein, and the right thereto shall be ,-VITh Such Employee;" or wit,any s,Ds�xent modf.ca- _tom thereof,
nonassignable and nontransferable- In the event of a=y attempt d
assignment or transfer theteoT', the Employer shall havA r furti—, S`c'"r' 1 2 Gr.-e'a° Dui"s Sr> T-:- T
IiabiI iv under this Agreement. 7 a fu„ds rocs wed b;
ro{r nr*•. . cr/-s
15 Pa^ideation in Other Employee Benefit Plans =ro ed^ , �' Tn,s ,-cts
contained shall in any manner modify, impzir,on a i "I sr,-o ergf., as - - .. ,. d r, T--r ,
of futures rights or shall in any mFiriner mod,fy, imra ; c,
existing nr future rights or !metes' of tht, EmCaOy•-e 'a. rec r. -•. bv =' s x
any empfoy,e benefits to which he .Mould otfu-rw; xJ -
tbl as c :.anticipant in any future pensio,i plan, . r,--
,hat ti-- ights and interests of the Em,)tr,r• - , - r
b?nei,ts or as a part,ci^ant or beneficiar,r q. --
I'IanS r S'f�-cif✓-:y shall conl.nui-in full rpr a'
and th- Emr)ic.vrt shall have :h- r.clt .* •, - ARTICLE II. Powers and Duties o` the Trustee in Investment,
brcomc lx nef,c+ai under or r,u: va*': tc•• i :-sill a .-_ .. , Administration,and Dtsbursernent of the Trust Fund.
lU ef,r,ir)nS The meaning Of arty t:,.rns pr _ Tr
-
or se,1, ;ce used rn this Agreement o z . >
By-Lav,r- of the Fetireni--i Cornorat,`.)r, 5"a r 7 ' -.a - a, _-
ar;f defi*.ed n ARTICLE 11, Section 2 of in.- P,, Lam... c-.,t.� - � ..., d. .�,. _ �. : rr ,•r � .,rr
pronouns, v.her:evf-i used her•>iu, includ:- .r=• f�m- ,.o,r,u.-- _ �'.F-es _ , _ c Gr rsers�,•a r h.-rr.vr..
and ifi_ singular includes rh9 plural ur:I-ss tie co- ._ qu.,,s > ••rJ, as the T,-s,ee >r-:cl deer- a^,•sab!t•• mCud: p, t
another meaning" ed ' s'ocks co-nrl -
- , , Jn O pr>`- _,...:YJnds, stir+-.Tt:•nT unnu,i,
d urn`r Ce pG�c S, m0 .iaC i, a',d oth:•r »rlaacr.S
17 VaLdit�• of Agreement This Agrei-m•-nr ship! ' .,- :aid .-,n "
. • J_t,7,0,4-ss or own rs-.: a-d ,r c„ _ Or ,rust funds of approved
eniorc?abk- unless signed by an officer of Gmplr�per. ,-o-�rizerd,by
fi^a-C a u• irivestme —st•tutions •' such instiiut✓r':S acting Is
the governing body of the Employer, as, for exa : -, Cit,
T:.sT e r,f such com-o trust fund: >:,norate and dirt r•:nt ty.
Counr_�f,and unless the Agreement is!rnpiements•d.ty e,rec�uo*, -
of f--ds laccOuntsl C dir,a qutt,.' ?d-u:come a-d ihOs; 4hicr
of the Joinder Agreement.
f J'f :' -eg,.'rernents GF state a--d iota ar,,r—menial saws r'stablisher,
v,:.h suer auproved f nancia' or ,^ve;--n>nt institurior,s. For th S?
PART 11. MASTER TRUST AGREEMENT ou•;,oses, this Trust Fund may r commiey:e d rati) other;
AGREEMENT made by and between the aforenarned Employer es,abiisned by The Trustee under tc s fc,rm of agreement with other
and the Internattonat City Man-,gement Association Retirement Emp,ov,rs. In rnakine such nvesz.ma^ts, the Trustee shall nct bc-
Corporation (hereinafter the "Trustee" or "Retirement subject at any time to any legal hm:tatson governing the investrnerr
Corporation"), a nonprofit corporation organized and existing of such funds. Investr-,qnt powers and investment discretion vested
under the laws of the State of Delaware•for the purpose of investing r1i the Trustee by this Se,tion may be delegated by the Trustee to
and otherwise administering the funds set aside by Employers in any bank, insurance or trust company, or any investment advisor,
connection with Deferred Compensation Agreements with manager or agent selected by it.
Employees. Section 2.2. Administrative Powers of the Trustee. Tne Trustee
WHEREAS, The Employer desires to enter into agreements with shall have the power in its discretion
its Employees whereby its Employees agree to defer payments of (al To purchase, or subscribe for, any securities or other
specified percentages of or amounts from then total compensation property and to retain the same in trust.
as "deferred compensation" is defined in said agreements until the (b) To seh, exchange,occurence of certain events; convey• transfer or otherwise dispose
of any securities or other property held by tt, by private
WHEREAS, in order that there will be sufficient funds available contract, or at public auction. No person dealing with the
to discharge the foregoing contractual obligations, the Employer Trustee shall be bound to see the application of the purchase
money or to irnqurre into the validity, expediency. or ARTICLE fff.For Prouction of T
propriety of any such ate or other disposition.
Section 3.1_ Evidence of Action by Employer.The Trustee may
icl To vote upon any stocks, bonds,or other securities;to rely upon any certificate, notice or direction purposing to have
give generai or special proxies or powers of attorney with or been signed on behalf of the Employer vtAnich the Trustee believes to
without power of substitution; to exercise any conversion have been signed by a duly designated official of the Employer.No
privilege% subscription rights,or other options,and to make cornmunice0an shalt be binding upon any of the Trust Funds or
any payments incidental thereto;to oppose,or to consent to. Trustee until they are received by the Trustee.
or otherwise participate in, corporate reorganizations or 'itction 3.2 Advice of Counsel. Tht Trustee may consult with
other changes affecting corporate securities,and to delegate
discretionary powers, and to pay any assessments or charges any legalcounselanth respect to the construction this
o
in connection therewith;and generally to exercise env of the fi t' r`s dirties hoe lee, any act, which it proposes to
take or omit,and shall nutt b be liable
for any action taken or omitted
powers of an owner yvith respect to stocks, bonds,securities in good faith pursuant to such advice.
tv other property held as pan of the Trust Funds.
(dI To cause any securities oa other property held as part of Section 3.3, Miscellaneous. The Trustee shall use ordinary care
and reasonable diligence, bit shall not be liable for any mistake of
the Trust Funds to be registered to its own name,and to hold ;r orh.»anion taken in
any Invest ea men in bearer form,but the books and records of !u ^rot good faith.The Trustee shall not
be liable for any lots sustained by the Twat Funds by reason of any
the Trustee shall at all t+**sus show flat all such inveztrron°s are a dart of theinvestment made in Trust Funds. good faith and in accordance with the
provisions of this Agreement.
let To borrow or raise money for the purpose of the Trust in The Trustee's dutres and oblioat+ons shall be limited to those
such amount, and upon such terms and conditions, as th<
expressly impr,ed upon it by this agreerttent, notwithstanding any
Trustee shall deem advisable,and, for any sum so borrowed,
reference of the Plan.
to issue its promissory note as Trustee, and to secure the
'epayrne^t thereof by pledaio all, at any part, of the Trust ARTICLE IV.Taxes,Expenses and Con-oansation of Trustee_
F_,ds No pe*son lend,ne mc>n-y to the Trustee shalt tx� Section 4.1 Taxes The Trustee shalt dt duct from and chatge
d to s ''ae appi•cai,or of the money lent or to inpu,re against the Trust Funds any iaxtix on the Trus. Funds or the income
,rc va -die.. s..-rcft .,.c., or proar,ely of any suc,. thereof or vthict .he Trustee is required to pay with rt,sp^cr to the
bu r- -yrin� interest of ariy person ihare;n.
T, Tr_,<• Funds in cash or cas^ Section 42, Erpr•nst-s The Trustee shall deduct frmn any
ua a __•s :+s may deem to be charge against tn, Trust funds all reasonable r,xw'ns•s mr.w ,•d by
t.naied h.,reby, witho..• trip Trust- r ...s administration of the Trust Fund`., ncludna
therms,, Louns"I.aaericy a-a other necessary fees.
Tit c;c.. a,,j *-•.e ,,cr r,mt, as it may fa ARTICLE V_ Sc .._.rent of Aec"`a The trustee sna;
at;r- d'v zecur•:. s 41.101'rty r+-ce,ved c,r s:er•p accurat•- anri detailed accounts of all invLntmt�nts, reC"ipts,
b.. as T-.:•,r-� ,r,ryr, wfaeiher or not wc,; drstwrserna•r,rs, r d other t•ansacuan,hereunder.
nrz or t^er or,c-':ty :rju d r-oi-ally be purchased as yy+th,,, 94 ricy,, after th:, close of reach fiscal yeai, th-Trusts•
is _r ncfer
shall rrnr}.-.r - :_,tr.•cate to the Employ`-r an account of Ott acts ar-d
To ma'•:e -rocs ::ci .st•rig and d0iver any and ail uansactirris as Trustee hereunder. 11 any pan of the Trust Fu,irf
ax.rne„ts ,` „arid a.f r.f .ey , C,r and any aid all other shall be ir..ested irough the rrat•dium of any cumrnon,co!lect,vr or
n;,r,is t at r`oy kr ••r ,wty ,r ,;ptxo;mate to rev commingledTr�st Funds, th t last annual iepoii of such Trust Furick,
'ne Iruw-r;h:ri.rn gear+<•_d shall be subm,rt=d with and incorporated in the account.
To sett'e_ comwoxn,s�, *.,r submit to arbitration any If wiini,., 90 days after the nautng of the account or any
c a--is, debts, or damage- due rir owing if,, or from the Trust amended account the Employer ht•s not filed with this Trustee
F th tc uymrnlr>c> cief�,Ild suits or legal ., notice of ary oblf•citun to any act nr trarisaetton of the Tn,stef:,the
zd^ ntsuarvw proetredrigs a,.o •., represent the Trust Fur,cs account pr amo-rd';d accouni shall tycontean account stalled. flatly
,r aii suits and iegai and ad"+,ratrativf•proceedings. objection has bey-^ filed, arid it flue Eniployc't is satisfied that rt
,it To do all such acts, rake all such piocetchngs. and should br veal:drawn or it the account is adluited to the Employer's
'•-ruse all '.uch ngn[s arid pnviltrges, although rant satisfaction, tht: Employer shall it roiling filed with the Trustee
_
sp,c fically rner:t+oned h.•reir, as the Trustee may deer- signify approval of the account and it shall become an account
r,-rcessary to adm,nr-;•tr the Toast Funds and to cony out the stated.
p,;rppstg of tn,s Trust. When an ac :,unt becomes an account siatt.d,such account shall
S,tt.on 2.3 D,str,butrons from ;he Ttusi Funds The Emoloye, be finally set*led, and the Trustee shall be completely discha,ged
ne,eby.:000ints the Trustee as its agent far purposes of selecting the and released, as ii such account had been settled and allowed by a
rneihud by which distributions from the Trust Funds are to be judgment or decree of a court of competent jurisdiction in an action
made, as well as for purposes of mak,ng such distributions. In this or proceeding in which the Trustee and the Employer were parties
regard t^_• terms and conditions set forth in the Agreements to be The Trustee shall have the right to apply at any time to a court
executed between the Employer ano its Employees, and any of competent jurisdiction for the judicial settlement of its sccouni.
subseq;,ent modifications thereof, are to qu+de and control the
Trustee's power.
ARTICLE V1. Resignation and Removal of Trustee.
Section 2.4. Valuation of Trust Funds.At least once a year as of Section 6.1. Resignation of Trustee. The To ustee may resign at
Valuation Dates designated by the Trustees, ;he Trustee shall any time by filing with the Employer its written resignation. Such
determine tt,e value of the Trust Funds. Assets of the Trust Funds resignation shall take effect 60 days from the date of such hhng and
shall be valued at their market values at the close of business on the upon appointment of a successor pursuant to Section 6 3,whichever
Valuation Date, or, it the absence of readily ascertainable market shall first occur.
values as the Trustee shall determine, in accordance with methods Sz-•tion 6.2. Removal of Trustee. The Employer may remove
consistently followed and uniformly applied. the Trustee w any time by dielivering to the Trustee a written notice
0
of its removal and an appointment of a successor pursuant to revocation of this Trust,all of the amn thereof shall return to anri
Section &3. Such removal shall not take effect prior to 60 dart revert to the Employer. Termination of this Treat shall not,
from such delivery unless the Trustee alp to an earlier effectiv however, relieve the Employer of the Employees continuing
data. obligation to pay deftrred comp nation upon the applicable
Section 6.3. Appointment of Successor Trustee. The distribution date to any and/or a,ch Employee with whom the
appointment of a successor to the Trustee shall take affect upon the Employer has entered into aft NO—redCompensation Employment
delivery to the Trustee (a)an instrument in whiting executed by the Agreement.
Employer appointing such successor,and exonerating such successor Section 7.2. Amendment. The Employer shall have the right to
from liability for the acts and omissions of its predecessor, and(b) amend this Agreement in whole and in part but only with Ow
an acceptance in writing,executed by such successor. Trustee's wren n consent. Any such amendment shall become
All of the premisio►s set forth herein with respect to the Trustee effective upon (a1 delivery to the Trustee of a written instrument of
shall reface to each successor with the same force and effect as if amendment, and (b) the endorsement by the Trustee on such
such stz essa.had been originally named as Trustee hereunder instrument of its consent thereto.
If a successor is not appointed within 60 days after the Trustee ARTICLE Vlll. Miseellatlsam
gives notice of its resignation pursuant to Section 6.1, the Trustee Section 8.1. Laws of the State of Delavare to Govern. This
may apply to any court of competent jurisdiction for appointrr*nt agreement and the Trust hereby created shall be construed and
of a successor. regulated by the laws of the State of Delaware.
Section 6.4 Transfer of Funds to Successor. Upon the Ssction 8.2. Successor Employers. The term "Employer" shall
resignation or removal of the Trustee and appointment of a include any person who succeeds the Employer and-veto adopts the
successor, and after the final account of the Trustee has been Deferred Compensation Plan of the Retirement Corporation and
properly settled, the Trustee shall transfer and deliver an; of the becomes a party to this agreement with the consent of the Trustee.
Trust Funds'nvolved to such successor. Section 8.3, Withdrawals. The Employer may, at any time,and
ARTICLE V11. Duration and Revocation of Trust Agreement. from time to time, withdraw a portion or all of the Trust Funds
Section 7.1, Duration and Revocation.This Trust shall continue created by this Agreement and related Deferred Compensation
for such time as may be necessary to accomplish the purpose for Employment Agreements.
which it was created but may be term-rated or revoked at any time Section 8.4. Definitions, Definitions in the By-Laws of terms.
by the Employer as it resales to any and/or all related particrpatunq phrases, etc., used herein apply to the same herein. The masculrnr;
Employees. Written notice of such term;nation or revocation shah includes the feminine and the singular includes the plural unless rhe
Le given to the Trustee by the Empiayer_ upon termmation or context requires another meaning.
s.
RESOLUTION NO. 3792
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
ESTABLISHING A DEFERRED COMPENSATION PLAN BETWEEN THE CITY
OF CUPERTINO AND THE INTERNATInNAL CITY MANAGEMENT
ASSOCIATION RETIREMEW CORPORATION
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 Flan 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 and by increasing its
flexibility in personnel management.
FLOW THEri:FORE BE IT RESOLVED that the Employ - as established this
International City Management Association Retiremet&L Corporation Deferred
Compensation Plan and has caused it to be executed by the official affixing
his signature on behalf of the Emploer's governing body.
This Deferred Compensation Plan, hereby established by the City of
Cupertino, 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 of a "Joinder Agreement" signed at this time, or at some time in
the .Future.
PASSED AND ADOPTED at a regular meeting of the City Council of the City
of Cupertino this 16th day of December, 1974, by the following vote:
Vote Members of the City Council
AYES: Frolich, Jackson, Meyers, Nellis, Sparks
NOES: None
ABSENT: None
ABSTAIN: None
ATTEST: APPROVED:
1s/ Wm. E. Ryder /s/ Reed Sparks
City Clerk Mayor, City of Cupertino
. P1MdLIRldMMY STATEMENT or p eentages of both "boss pW and "emovtovers
W0'/01le`!Slf1NENT OF THE PLAN contnbudoni" or it may include amounts from or
tdAHNOPAENTS peoetttages of onty one of these components;
711e fruttfrvtatiaed City !flans nt Association Retirement total
-Current compensation-is that portion of the Employee's
Dotal Compensation which is not deferred compensation as
Clepargoorn. hereinafter the lietrrwmem Comoration or iCMA-RC, deferred compensation is defined herein;and
b• nonprofit Delaware Cm poration. It has been ciessihed as a
organisation unr.Ser the provisions of Section 5011c1131
��aSe " the stated salary o4 the Employes.
d the Internal Revenue Code.As an aid in the improvement of state 1.: The determination of the initial amount or percentage and of
and municipal administration in general, the Retirement Corpora- any future change in amount or percentage of deferred
ltio t Is organized for the purpose of receiving and investing deferred compensation must be made before the beginning of the
motion funds of state and local governments and their related period of service for which the compensation is payable.
and controlled public interest organizations which are tax er!empt 1.4 The amount of total compensation may be adjusted from
tatdur Section 501 of the Internal Revenue Code, hereinafter firm to time without altering the terms of this Pl;nn.
aissrad to as "Employers"; to act as trustee and/or agent for the However. the percentage or amount of deferred
caltat lion and reinvestment of the income therefrom;and to act as compensation may be adjusted in accordance with 1.3 above.
apint for such Employers and at their explicit direction for the Any such adjustment of the percentage or amount of
distrilmion of the funds and assets of their accounts to their deferred compensation shall be communicated to the
pw6ci sting Employees in accordance with options provided in this Employer's agent, the Retirement Corporation, and the
International City Management Association Retirement Corporation deposits in the adjusted percentages or amounts, if changed
Deferred Compensation Plan. hereinafter referred to as the "Plan", from the prior existing percentages or amounts, shall
or the, 'ICMA-RC Plan-. thereafter be made by the Employer into its Retirement
The ICMA-RC Plan is set out below in two parts: 1. The Ccrporation Account.
Deferred Compensation Emoloyment Agreement; and If. The
Matter Trust Agreement. As set out below, the Employer adopts 2. Deferred Compensation Account. tinder this Plan, deferred
tM plan as its agreement with the participating Employees and compensation shall be credited and paid into the Trust established
ICNWRC,and the Employees shall participate in the Plan through and maintained with the International City Management Association
0* execution Of a Joinder Agreement, which by its terms Retirement Corporation as Trustee.The Retirement Corporation is
incorporates all of the provisions of the Plan. A copy of the Plan a Nonprofit corporation formed for the specific purpose of investing
shaft be supplied*o each Employee for his study and understanding and otherwise administering the funds of said Trust.The Trust may
prior to his execution of the Joinder Agreement. The Employers, be revoked at any time by the Employer,and upon revocation of
through their participation in the Plan,express their desire to have said Trust,all of the assets thereof shall return to and revert to the
the benefit of the continued loyalty, service and counsel of their Employer. The Employer shall keep accurate boui.s and records
Employees and to assist them in providing for the contingencies of with respect to the Employees toml compensation or other earned
oldage dependency,disability and death. income and with respect to amounts paid into said Trust.
This Plan may be amended from time to time for purposes of 3. Ownership of Funds. Neither the Employee nor any beneficiary
fissuring its conformance to the requirements of any applicable law thereof shalt have any interest whatsoever in the funds paid into the
or rule or regulation pursuant thereto, and to preserve the Deferred Compensation Account or in the accumulations or any
tax-exempt status of the Plan and the Retirement Corporation. No increments on such funds,which shall at all tirrv!s remain as an asset
intendment may either directfy or indirectly operate to deprive any of the Employer, subject to its absolute dominion, control, and
participating Employer of its beneficial interest in the Trust as it is right of withdrawal until such time as the funds or assets of the
then constituted. The Retirement Corporation will notify the Account are are distributed to the Employee in accordance with the
participating Employers of any amendment to this Plan no later provisions of this Plan. The obligations of the Employer to pay
than sixty days prior to its effective date.Any such amendment will deferred compensation is contractual only,the Employee having no
become effective after the expiration of that period of time,except preferred or special interest or claim, by way of trust, annuity, or
to those Employers as may file an objection. No amendment
otherwise, in and to the specific funds and assets held in the
proposed by participating Employers shall be effective unless agreed Deferred Compensation Acc:,unt.The contractual obligations of the
to by the ICMA Retirement Corporation over the signature of an Employer to pay the funds and assets in its Deferred Compensation
Officer. Account to the Em
ployee or his beneficiary on the applicable
PART 1• DEFERRED COMPENSATION EMPLOYMENT distribution date shall be a continuing obligation upon the
AGREEMENT Employer,and shall not be relieved by any agreement between the
Employer and any other party, except as provided in Section 2 of
1. Deferred Compensation-Initial Decision-Future Changes Paragraph 12 of this Plan,and shall not be affected in any manner
1.1 There is no limit on the amount or percentage of the total by amendment or revocation of the Trust referred to in Pargraph 2
compensation of the Employee which may be deferred by herein or by reversion of the Trust Funds to the Employer. The
the Employer under this Plan. provisions of this Paragraph shall supersede and control any other
1.2 For the purpose of this Plan the following definitions apply, provision of this Plan, which could be interpreted to be in conflict
a. 'Total compensation" is the total of compensation to be therewith.
paid by the Employer for the services of the Employee, 4 Administration of Funds. The funds deposited in the Deferred
stalg•rdless of the ternq used fo: its components, as, for Compensation Account shall ba invested and reinvested by the
• example."base pay." "in addition to base pay." "employers Retirement Corporation, as provided for in the Trust Fund
contribations."etc.; described in Part 11 of this Plan, in any manner which in its sole
b. 'Deferred compensation" is that amount or percentage of discretion it deems cle►irable,without regard at any time to any lertal
the total compensation of the Employee which the Employer limitation gf~rrring the jnvestm(:nt of such funds, The Account
currently defer from tlwt payment to the Employee, and, shall also reller.t the gain or loss iLsuiturrg from the investment and
Instead, deposits some into a Deferred Compensation reinvestment, there,)f. This Trust Fund may be commingled with
Account with the Retirement Corporation under the terms of others established by the Trustee with other Employers under this
this Plan.Deferred compertsatenot may include amounts from Plan..
e Desiigration of fnveLartlen$. Each portieivesamg Ealpiciver.being Coeiiieration as its duty authorized agent, due considetr ,tior, ')corn)
,advised of tote priftences of. and for the benefit of each of its given to health, financial circumstances and farmlly obligations of
peroesotrng Erriol ears. shah dailgrute the percentage cA the the Employee. In this regard, the Employee may be consulted:
deterred comporwoon involved inhich shah be invested in the hottvever,he shall have rip voice in the decision reached.
fespectrve types of investment funds fmcounts!of the Retwemwtt g Pae/~ts in the Event of Death.
aArporatlion. such as the Equity WareWai Fund or the
Fiaed•Income Fund unless the laws of the apptecable state or local a During the Period of Distribution. in the event of the
g rrernrment require otherwise.in which cafe those tam shelf govern. Employees death during the period of distribution, she
Future elections to change the Percentage to be crov es itt each Employee's beneficiary shall be entitled to receive payments in
type of Fund mey only be made prior to and for the nest accordance with the: Paymment method being employed at the
tuoeeeding annual period of smite for which the compensation is time of the Employees death. With the ea:seynt of the
payable by filing vlAitten notice thereof with the Retirement Employer•acting through the Retiremcnt Corporation as its duty
Corporation. Such notice will not be effective until reeeno by the authorized agent. said beneficiary may elect to receive a
Retirement Corporation. furrnff4urm in lieu of installment payments.
6. Payment of Deferred Compensation. The ~& -dersignated b. Prior to Distribution. In the event of the death of the
ago". as ustd in this Paragraph and in Paragraph 9 of this Plan,shall Employee prior to the distributioa, the funds and assets of the
mean the designated age which aporan in the .lofnder Agreement Deferred Cernpernsat,on Account shall be paid in accordance
executed by the participating Employee. These words. as used on vwth one of the methods dtscribed in subfsaragraphs a,b,c,or H
this Paragraph, on Paragraph 9, and to the iotnder Agreement,shall of Paragraph 6 hereof. The selection of said method shall be
afro include the foltovixng, wr•,hout repetition theresn' "or later, in matte by the Employer acting through the Retirement
the sole discretion of the Emplover,at the end of his en%Wovrrwnt Corporation as its duly authorized anent.
agreement, if Employee conitnuet in the err%WOV Of the Employer
after he attains the d¢;griatrd age'" At such Ume as the Employee �' Payment Dates.Payments shalt commence on the first day of the
month, following the attainment of the des,gnated age, or later,on
reiatturs the designated age, becomes Permanently d+saulerd, or does. the first day of the month after the end of his employment
Whichever occurs first, he, or his beneficiary or beneficiaries, agreement. if Employee continues in the enrnlcy p of the Em b
nominee Or estate ,stare entitled to receive•riatir ent in the Deferred
after he a;tams the dtz,G:ta;cd age, or I,F;ei�. `ollowmg pe:rnarev_nt
Coar4ciensation ,Accouunt outs.an*ng G: :" Bete on tphieh one. Of ,.
the foregoing Occurs Pavo—nts accas•oned!+v the Empiovee having be m3 disability, or death;and, ,ri the
case of firstinsta ay of payments, di i
De rend. cent+nuausly therta.t_r on the first day of each succeeding
reached the di-segnated ag., becoming perms.,ne'+tiv doubled- or by
month, or, ,n the event ci,arterly, sem,•rinnv;l, or annual p_rym,-nt
his death shall be made in accordance with the provisions of installment p'nods are a:ipls,d. then commoo,:sly thereafter on the
Paragraph 7 hereof as follows first ddy of each succe--d,r,g month which 6j s the time p-riod
a. Payments in monthly, quarterly, semi-annual, of acieuat (qua►ti`rh,, etc.) involved until such time as the 0cferred
paVrownts over the period of lite expectancy of the Employee in COrnpers,.-mon Account is depleted in its enttrely.
accordance faith the following procedure
10. Distn,ts,nq Agents The Retirement Curuorauon shall act as
Upon reaching the designated age. or becoming permanently agent of the Employer fo- purposes of c:isbursing payments. The
disab►ed from permanent full time employment, whid:hevrr
uit+mite e5i,gahon fa for ,ndktmg such payincnts, however, shall
first pieties, the Employee's life expectancy shall t»
determined by reference to Standard U.S. F.tortahty Tablas: remain ivah the Employer.
the amounts of assets and accumulations in the Deftrred 11. Accumulation During taw Distribution Period.*During the
Compensation Account shall ore computed together with a period of distribution, the Empioyce or his beneficiary or
reasonable rate of return on said assets, less the amc,unt of beneficwt,c:, nominee or estate, as the cure rr.,y be, shall continue
expected monthly distribution, over the life expectancy of to be credited with all t:-.e interest, accuryiWations,and incrernf,:.ts
the Employee: and a monthly amount snail toes br on the unchitr,buted fun Cs and assets,n the Deferred Compensation,
rnathermatieafly determined, the payment of wNoch, in eQual Account,until such Account is depleted in its entirety.
monthly installments over the period of the life expectancy IT Section 1. Termination of Empiovinent. Upon termination of
of the Employee, shall completely d-piete the seed Account the Employee's services, for any reason ether thin death,the funds,
at the e'id of the last year of life expectancy.or assets, and accumulations ,n the Deferi ed Compensation Account
b. Payments in monthly, ttwrterly, semo-annual, or annual {Nett not bo transferred to an account voth a new employer of the
piayrments',n accordance vinth the following proceWre: Employee, and, ir,stetad, they shall remain in the original Account as
Unless the Employee's emplovnwnt terminates prior to the assets of the old Empluy,:r unt,l such time as they ate distributed,n
time he attains the di.•s gnated age, amounts *goat to the accordance svtth the provisions of this Plan, except as provided in
benefits recerved by the Employer,under retirvrrent annuity Section 2 of this Paragraph.
policies, shall be paid to the Employee, at such time as he Section 2. Transfer of Employment with Consideration Between
attains the designated air; or, in the case ,if death,payment Employers—Tripartite Ag,eemeot.
to his beneficiary or Eenettctaries,nominee or estate pursuant In the event the Employ^'acceptsernplovaient with a new rtoptoyer
to the procedures provided in said policies and Paragraphs 7 `%iiiul*sting in the IVO,', RC Deferred Coe pensation Plan,then, if
&P48 of this Plan:or the past Employer find: that at has no pi-•sent or future need of the
C. Payments in monthly, guarteriv, sermi-annual, or areiival funds, assets, and accvinulations in the sa,d Account for the
installments over a period of not exceeding ten 1101 years. said payment of its general creditors or for any other purpose
payments to incloatle a reasonable return on the funds,assets and whatsoi via, in consocivi;,hun of its closire to avoid the coittututog
accumulations in the Deferred Compensation Account, less the expense of mnatntainirig rectefds, and re•ceiv,nq, examining, vrrifvmg
amount of expected monthly, gjarteffy, semi-annual,or annual and (cling annual reports Of the Rel,tt•tnent Corporatton, Jnd to
distribution.over the said ten(10)ymt period;or eonssdetabwt of avo,dmnj the lwssibie futuw exoest•s Of I,l,g,lion of
d. One lumpsuum payment. ErnociveL's continu,rir) cooittaciusl ivilits to poyrsrnt of d,lciecd
ectinptensation on his as hericus ptov,d,d in the i•v,•nl ut
7. Selection of Method of Payment. The method of pavm►ernt shall any po%sibie future rcvucat,nn orid tiithdr„iival by the past Er ;.love..
be selected by the Employer. acting through Ithe lRetifemnent of the Lunch,dswts,and.,u.witulalions to ihr said Account,ehc l►i•,t
i
Sly
mv. at ito dwmaratffioriza fk- Retbes ols detlims to tut aside pe+ia t amou+rH eraaal to tfte owentap or
Cc P bon.as its agent.to propow to the now E%nsioyer,Oct the amount of teal periods cornperdation deterred;
• irindt.asiom sold accurnultieson of the said Account be transferred WHEREAS, the fosods at "de,
to dw asenershup, control, an J riot of mttldrasxat of tine -lefts togetf!► with a and aN
tettptoifat, and to do so in Ow event litre envy Eenofoye►, ar, ift�sMtMrRs thereto, are to be exclusively vnithin the tloreniniovn,
considwation of the inuelsseid tratue of the ErnnOsovee's snunCef by sort*�• and osmera�v of the Employer, and subject to else
Emptoper's absolute rot of eath,*axgil, the Employee having no
I ems 1 of lift experience goned while in past employment sgrea interest aAatsoTver thereon;
to scow fame, and the resOrctme Employers and the s molo llw
go an appropriate form of Agreement in which the now Employer NOW, THEREFORE, this Agreement witnesseth that (al the
also agneve to assume the continuing contractual liability to pay Emplover mil pay monies to the Trustee to be placed in deterred
deferred compensation so transferred upon retirement of the compensation accounts for the Employer;(b)the Trustee covenants
Employee and the Employee releases the pact Employer from said that it will hold said stairs,and any other funds which it may receive
eondrMeirg obligation to do same. Ire►eundar, in trust for the uses and aurposes and upon the terms
13. Losses.The Employer chats not be responsible for any loss due and conditions hereinaltell stated;,and(c► the parties hereto agree as
to intoesimlo nt or failure of +mrestmxnt of funds and a.sers in food follows:
Deferred Compensation Account nor shall the Emnlover be reQtr►ted ARTICLE 1. General Duties of the Parties.
to replace any loss whatsoever which may result from said
investments. Section 1.1 General Duty of the Employer.The Employer shall
make regular periodic payments equal to the percentages of or
14. Nonassignabil+ty of Deferred Comperisatior.. The Employee amounts from its participating Employees' total periodic
during his lifetime shall not be entitled to commute,encumber,sell compensations which are deferred in accordance with she terms and
or otherwise dispose of his rights to receive deferred comoernation conditions of Deferred Compensation Employment Agreements
payments provided for herein, and the right thereto shall be with such Employees, or vreth any subsequent modif ication thereof.
ronassignable and nontransferable In the event of any attempted
assignment or transfer thereof, the Em;afoyer •hall have no further Section 1.2. General Duties of the Trustee. The Trustee shall
liability under this Apeement. hold all funds receieed by it hereunder, which, together with the
income therefrorn. shall constitute the Trust Funds. It %hail
15. Participation in other Employee Benefit Plans. Nothi.ig hereon administer the Trust Furxh, collect the income thereof, and make
contained shall in any rn.-nner modify, impair,or affect the existing payments therefrom, all as hereinafter provided. The Trustee %hail
or future rights or shall .n any manner modify, .'+pair,or affect t e also hold all Trust Funds which are transferred to it as successor
existing or future rights or interest of the Employee lai to receive Trustee by the Employes from existing deferrc,; comper+sat:on
i'ny employee benefits to which he would otherwise be- entitled,or arrangements with its E:liployees which n eet the same Internal
Obi as a participant in any future sensiun plan, it being understood Revenue Code requi:effrene; which oovern the ICPAA-RC Oc'ened
that the rights and interests of the Employee: to any employee Compensation Plan, Such Tirust Funds shall be subject to all of the
benefits or as a p=rticipant or benef ic:ary in of under any or all such terms and provisions of this Agreement.
plans respectively shall continue in full force and effect unimoaired,
-nd the Emplo e: shall have the fight at any time hereafter to AtiNCLE 11. Powers apd Dutie, of the Trustee ;. investment,
be. e a benef:ciary under or pursuant to any and all such plans. Administration,and Dis.buosement of the Trust Fund,
16. Definitions. The meaning of any term or Terms. phrase,clause. Sect+on 2.1 Investment Powers and Duties of the Trustee The
or sentence used in this Agreertnent, which is also used in the Trustee shall have the pomer in its discreticn to invest and reinvest
By-Laws of the Retirement Corporation., shall be d•tined as these the principal and income of the Trust Fund and keep the Trust
are defined in ARTICLE 11. Section 2 of the By-Laws. Masculine Fund invested,without citganetion between principal and income,in
pronouns, whenever used herein, include the feminine pronouns, such securities or in other property, real or personal, wherever
and the singular includes the plural unless the context requires situated, as the Trustee shall deem adj sable, mcludma art not
another meaning, limited to, stocks, commca or preferred, bonds,ret+reMLnt annuity
and insurance policies, mortgages, r.d other evidences of
Validity i Agreement. This Agreement shaft not be valid or indebtedness or ownershrg�and in common trust funds of ape:oved
enforceable unless signed by an officer of Employer,authorized,by financial or investment institutions, vvith such institutions act-no as
the governing bodv of the Employer, as, for example, the City
Council,and unless this Agreement is+mpiet^>ented by the execution
Trustee of such common trust funds, or separate and dif ferert types
of the Joinder Agreement. of funds(accounts) including equity,fixed-income,and those which
fulfill requirements of star and local governmental laws,estabi i;hed
PART'I1. MASTER TRUST AGREEMENT with such apprcved firaewal or rove%tment institutions For these
purposes, this Trust Fond may be commingled with o,ners
AGREEMENT made by and between the aforenamed Emplover established by the Trustee under this form of agreement with other
and the International City Management Association Retirement Employers. In making such investments. •he Trustee shall not be
Corporation (herzmatter the "Trustee" or "Retirement subject at any time to anti legal limitation governing the investment
Corporation"1, a nonprofit corporation organized and existing of such funds. Investment powers and investment discretion veste l
under the laws of the State,of Delaware,for the purpcne of investing in the Trustee by this Section may be delegated by the Trustee to
and otherwise administering the funds set aside by Employers in any bank. insurance or trust company, or any investment advisor,
connection with Deferred Compensation Agreements with manager or agent selected by it.
Employees. Section 22. Adrninnsstrat ve Powers of the Trustee. The Trustee
WHEREAS, The Employer desires to enter into agreements with shall have the power in as discretion.
its Employees whereby its Employees agree io defer patfine-is of (al To purchase, or subscribe yor, any securitoeS or other
specified percent,iges of of amounts from their total compensation property and to retain ttw same in trust.
as "deferred congsensauon" is defined in said agreements until the (b) To sell, ex
occurrence Of Certain events; Charge. convey. transfer Or Othe•w.se drspos<e
Of any securities or other prop.:rty held by it, by wivatt
WHEREAS. in order that there voill be sufficient funds available contract, or at public auction. No person dealing ov.rr the
to discharge the fonego►nI contractual obligation, the Employer Trustee shall be bound to see the apWrcation of the purchase
tsWNW or to inquim ism the tJ66ty, expediency, or ARTICLE HI.For Ptotaatios of T.
' propriety^f any such hale or other diospolortion. section 3.1. Evidence of Action by Employer.The Trustee any
W To crone upon any stocks. bonix or other securities:to rely tin any certificate, notice or drettion putportina to have
QkV Or special t7roxies Or Bees Of attorney wrath Oa been signed on behail of the Employer which the Trustee b,!,"es to
ttti haut power of ult Wittution. to exactse any eonvensitvs have been signed by a duly ewigftated official of the Employer.No
Pr rusts,or other optict•s,and to make communication shall be binding upon as:; of the Trust Funds or
ring psymmits ineidentrl thereon;to oppose.os'to ams:ra to. Trustee until they are received by the Trustee.
or c4herwwist partictftfatte its, corporate r2tsrpanizatiorss or
other changes affecting corporate securities.and to delegate Section 3.2. Advice of Counsel.respect
The T�,rsor may consult with
6seretionary powers,and to pay any assessments or charges any legal itsducounsel lath respect to the owhich tion o this
Agteertterit, its defies hereunder, or any act, wtttieh it DrOposes LO
in connastion threriewith:and generally to exercise any of the
pouters of ere owner with respect to stocks.bonds.securities take or faith and shall not such
liable for any action taken or omitted
or other property hold as part of the Trust Funds. in good faith pursuant to such advice.
7t To cause any seeuarities or other property held as paK of Section 3.3. Miscellaneous. The Trustee shall use ordinary care
and reasonable diligence, but shalt not be liable for any m,stake of
the Trust Funk to be registeve3 in its Own name,and to hold
any Imrestrtse.sts in bearer form,but the books and retards at judgment or other action taken in goad latch.The Trustee shalt not
be liable for any loss sustained by the Trust Funds by reason of any
the Trustee shall at all times show that all such mvestmmts
Brea part of the Trust Funds. investment made in good faiths and ,n accordance with the
provisions of this Agreement.
let To borrow or raise ninny for the purpose of the Trust in The Trustee's duties and obligations shall be limited to those
such amount, and upon such terms and conditions, as the expressly imposed upon it by this agreement, notwithstanding any
Trustee shall deem advisable;and, for any sum so borrow" reference of the Plan-
te issue its promissory note as Trustee, and to secure the
repayment thereof by pledging all, or any part, of the Trust ARTICLE IV.Taxes,Expenses and Compensation of Trustee.
Funds. No perso„ tending money to the Trustee shall be Section 4.1 Taxes. The Trustee shall deduct from a,,d chase
bound to we the application of the money lent or to inquire against the Trust Funds any taxes on the Trust F,,nds)r the income
into its vat,d,ty, expediency or propriety of any such thereof or which the Trustee is requ,red to pay with respect to the
borrowing. interest of any person therein.
If) To keep such portion of the Trust Funds in cash or cash Section 4.2. Expenses, The Trustee shall deduct from any
balances as tt.e Trustee, from time to time, may deem to be :harge against the Trust funds all reasonable expenses incurred by
in the best interests of the Trust treats, hereby, without vie Trustee in the administration of the Trust Funds, including
liatrfity for interest thereon. counsel,agency and other necessary tees.
(g) To accept and retain for such time as it may deem ARTICLE V. Settlement of Accounts The trustee shall
advisable any securities or other property received or keep accurate and detailed accounts of all investments, receipts,
acquired by it as Trustee her-+rider, whether or not such disbursements,and other transactions hereunder.
securities or other property wouid normally be purchased as
Within 90 days after the close of each fiscal year, the Trustee
investments hireuncler.
shall render in duplicate to the Employer an account of its acts and
iN To make, execute, acknowledge, and deliver any and all transactions as Trustee hereunder. It any part of the Trust Fund
documents of transfer and conveyance and"y and all other shall be invested through the medium of any common, collective or
instruments that may be necessary or appropriate to carry commingled Trust Funds,the last annual report.of such Trust Funds
out the powers herein granted, s..all be submitted with and incorporated,n the account.
Id To settle, compromise, or submit to arbitrations any If within 90 days after the mailing of the account or any
claims, debts, or damages due or owing to or from the Trust amended account the Employer has not filed with the Trustee
Funds; to commence err defend suits or legal or notice of any objection to any act or transaction of the Trustee,the
administrative proceedings:and to represent the Trust Funds, account or amended account shall become an account stated. If any
in all suits and legal and administrative proceedings. objection has been filed, and if the Employer is satisfied that ,t
i0 To do all such acts, take all such proceedings, and should be withdrawn or if the account,s adµ.;ted to the Emoloyer's
exercise all such rights and privileges, although not satisfaction, the Employer shall in writing filed with the Trustee
specifically mentioned herein, as the Trustee may deem, signify approval of the account and ,t shall become an account
necessary to administer the Trust Funds and to carry out the
stated.
Purposes of this Trust. When an account becomes an account stated,such'account shalt
Section 2.3. p,str,twtions from the Trust Funds. The Employer 9e finally settled, and :he Trustee shalt be completely discharged
hereby appoints the Trustee as its agent for purposes of selecting the and released,as ,f such account had been settled and allowrd by a
method by which distributions from the Trust Funds are to be judgment or decree of a court of competent jurisdiction ,n ar.action
nsade, as well as for purposes of making such distributions. in this or proceeding ,n which the Trustee and the Employer were parties.
regard the terms and conditions set forth ,n the Agreements to tx The Trustee shall have the right to apply at any time to a tourt
executed between the Employer and its Employees, and any of competent lurisd,ct,on for the judicial settlement of its account_
subsequent moo.',cations thereof, are to guar and control the ARTICLE VI. Resignation end Removal of Trustee.power.
Section 2.4. Valuation of Trust Funds.At least once a year as of Section 6.1. Resignation of Trustee. The Trustee may resign at
Valuation Oates designated by the Trustees, the Trustee shall any hme by filing with :he Employer its written resignation„Suc'+
detrnsoine the value of the Trust Funds. Assets of the Trust Funds resignation thall take effect 60 days from the date of such hf,ng and
shall be valued at their market wtues apt the dose of business on the utson appointment of a successor pussuant to Section 6.3.whichever
Valuation piste, vr, to the absence of readily aurvta,riable market shalt first occur.
v,,dues as the Trustee shelf deterviiar, to accordance with melftads Secuon 6.2. Removal of Trustee. Tt.e Employer may remove
consistently followed and urnforsrsly apvt+ed the Trustee at any tirtn:by dolrversrsy to the Trustee a written notice
x
its rernoval and an amointment of a osecessrx ossrsuant cc avocation of this Trost,all of the assets thmof sl,aill eesum to and
Section &I Such rmioval shall not tie effect prior to 60 dm revert to the Employer. Termination of this Tram shall not.
Isom such tfefiverp unless the Trustee agre>et to an earlier effective however. relieve the Employer of the Emtployer's cottainuing
t$9ye, d tigstion to pay deferred cornaensatcft upon titre applicaisle
Section 6.3. Appointment of Successor Trustee. The distribution date to env and/or each Employee rmth rAmm the
-` sigVeintiment of a successor to the Trustee shall take effect upon the Emdover has entered into a Eeferred Compensation Emtptoyment
dalitrery to the Trustee fal an instrument in writing executed by the Agreement.
Employer appointing such successor.and exonerating such successor Section 7.2. Arnendrrsest.The Employer sfr-1 1 the right to
from liability for the acts and omissions of its predecessor,and tbl amend this Agreement in whole and in part but or tr tech the
on acceptance in writing,executed by such successor. Truosteds written consent. Any such amensirnem stta!1 becone
All of trZe provisions set forth herein with respect to the Trustee effective upon la) deirvery to the Trustee of a written enstrunient of
shrill relate to each successor with the same force and effect as if amendment, and (b) the endorsement by the Tnastep on such
such successor had been origina!Iy named as Trustee hereunder. instrut ten of its consent thereto.
it a successor is not appointed within 60 days after the Truster ARTICLE VIII. OilliSeetiaseous.
gives notice of its resignation pursuant to Section 6.1, the Trustee Section 8.1. laws of the State of Delaware to Govern. This
may apply to any court of co�►petent jurisdiction for appoimnwrit agreement and the Trust hereby created shall be c-emrued and
of a successor. teguiated by the laves of the State of Delaware.
j kY
Section 6.4 Transfer of Funds to S-accessor. Upon the section 8.2. Successor Employers. T:a term "Er--4oyer" shall
resignation or removal of the Trustee and appointment of a include any perso-i who succeeds the Employer and o,^o adopts the
successor, and after the final account of the Trustee has been Def-.re,i Compensatoon Plan of the Retirement C:a:>oration and
properly settled, the Trustee shall transfer and deliver any of the becomes a pa-ty to this agreement with the consent of the 7rustee-
Trust Funds involved to such successor. Section 8.3. Withdrawals, The Employer may. a: r,v time,and
ARTICLE Vfl. Duration and Revocation of Trust Agreement. from time to time, withdraw a portion or ail of t^F Trust Funds
Section 7.1. Duration and Revocation-This Trust shall continue created by this Agreement and related Deferred Compensation
for such time as may be necessary to accomplish the purpose for Employment Agreements.
which it was created but may be terminated or revoked at any time Section 8.4. Definitions- Definitions in the By-' r4 of terms,
by the Empiover as it relates to any andlor all related participating phrases, etc., used herein apply to the same here—. T masc-iiine
Employees. Written notice of such termination or revocation shall includes the feminine and the singular includes the .,ai unless the
be given to the Trustee by the Employer. Upon termination or context requires another meaning.
1