83-017 RES CITY COUNCIL IS AWARE OF DEFERRED COMPENSATION PLAN OFFERED BY INT'L CITY MANAGEMENT ASS'N RETIREMENT CORPRESOLUTION N0. 83-017
WHEREAS, the City Council of the City of Paris has been
made aware of the Deferred Compensation Plan offered by the
International City Management Association Retirement Corpo-
ration; and,
WHEREAS, the same can be made available to the employ-
ees of the City of Paris without cost to the City of Paris;
and,
WHEREAS, the form of contract for Making such plan
available to said employees is attached hereto as Exhibit A,
and such form should be approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the Mayor of the City of Paris, Joe Grahan, be,
and he is hereby authorized and directed to execute on
behalf of the City of Paris, the contract with International
City Management Association RetireMent Corporation upon the
terms and conditions set out in Exhibit A attached hereto,
making the deferred compensation plan offered by said
corpora.tion available to the employees of the City of Paris.
Passed and adopted this llth day of April, 1983.
J e ra am, Mayor
ATTEST:
~
H. . r ene, ity er
APPROVED AS TO FORM:
. . aynes, ity ttorney
EXHIBIT "A"
1tiCI:RN.3"1'lONA1, CITY N1:1NAGENIEN"I' ASSOCIA"l ION
RI?"TIREM F,N'f CORPORATION
DEFI:RRED C0N111ENSA"I'ION PLAN
Annended as oi June 28, 19r'4 and March 23, 1979
It is hereby agreed that this DEFERRED GOMPENSATlON PLAN shall be iri effect on the date upon which the Employer has caused It to be
executed by an otficial atfixing his signa urfl on behalf of the Govern,ng Body in the space provided below. However, the DEFERRED
COMPENSATION PLAN will not be leg i'Iy k)1.1dirg upon the Internaticmal Ci;y M3nagemEnt Association Retirement Corporation until a Notice of
Plan Acsepr2nce has been supplied by it
CITY OF PARIS, PARIS, TEXAS
Legal hJame o( the Employer Attest 'ot the Ernployer
Signat~,rl' oi Authorized Official
H. C. Greene, City Clerk
i t`ie Employer_
til~riature of A~~ horized f;cr I
.~oe raam, Mayor
April 11, 1983
Datt~ of Siqnat~.iie
Joe Graham, Mayor___
Print N:wne and Title
SEE lNSTRUCTIONS FOR IMPLEMENTATION PRIQR TO COMPLETiNG THIS SECTION
Complete the foilowing prior to mailing this Agreement to the Reticment Corporaticn-
Fuii rv:ime (Cicv or. courr,v of Et: ) CITY OF PARIS, PARIS, TEXAS
Title cr O}fiaai to whom correspondence ,ind reports are to be r-na.''d
City Manager
Address. linelude zip~ode) P 0 BOX 1037 r PaY1S, TeX3S 75460
EmpP:'~yt~rs' Feder,il T,ix Identihcation Nkim,Go! How uften Will you m[~ke cunttibutioP;?
Whni j> t'ur date of your first contnbutron%_ _ ~ ~ - - - - - -
Total Number ot Emp!oye~=s Number of i ml~ioyees eligible tc participate~.
PRELIMINARY STATEMENT
ESTABLISHMENT OF THE PLAN
AMENDMENTS
The IntemaUOnal City h"anagement Association Retirement Corpora•
tion, hereinafter the Retirement Corporation or ICMA-RC, is a nonprofit
Delaware Corporation. It has been classrfied as a tax-exempt organlzation
under the provisions o! Section 501(c)(3) of the Irternal Revenue Code. As
an aid in the improvement of state and municipal adminisiration in yeneral,
the Retirement Corporation is organized for the purpose of receiving and
investing deterred compensation `urds of state and local yovernments
and their related and controlled public interest orgarnzatlons which are
tax-exempt under Section 501 ot the Intemal Revenue Code, hereinafter
reterred to as"Employers"; to act as trustee and/or agent for the collection
and reinvestment of the income therefrom; and to act as agent for such
Employers and at their explicit direction forthe d!stribution of the 4unds and
assets of their accounts to their participating Empioyees (including
independent contractorsj In accordance wiYh uptions provided in this
Intemational City Managemen? Association Retlrement Corpora4ion
Deterred Compensation Plan, hereinafter referred to as the "Plan," or the
"ICMA-RC Plan "
The ICMA-RL Plan is set out below in two p3rts~ I. Trie Deferred
Cori-, pensation Employment Agreement; and II. The Master Trust Agree-
menL As set out below, the Employer adopts this Plan as its Agreement
with the participating Employees and ICMA-RC, and the Emplcyees shali
participate in the Plan throuyti the execu:ion of a Joinder Agreement,
which by its terms incorporates all of the previsiors cf the Plan A copy of
the Pian shall, be supplied tc each Employee tor his study and under-
standing prior to his execution of the Joinder Agreement. The Employers,
through their participation in the Plan, express their desire tu nave the
benefit of thE, centinued loyalty, service and counsel of their Employees
and to assist them in providing for the conUnaencies of old age
dependency, disability, and death.
This Plan nr.ry be amrnded hcm lime to hme tpr purpo;es of assunny its
Confnnnnanco to tYu9 require,ments of any apphcable law or rule or ieiaula
Plan
ticm purs112111 tfhercto, and to preser,r: the tax-exempt strdu , of the
and the Retire>ment Gorporation No amendment may either clirectly or
indirectly operate to derive any panccipating Ernployer of its beneficial
interest in thw Trust as it is then constituted_ The Retirement Gorporation
will notihy the participating Employers of any amE::ndinent to this Plan no
later than sixty days prior te its effective date. Any such amendment will
become effective after the expiration of that period ot tlme. except as to
those Employers a, may tiic an objection. No r:rnendment proposed by
paRicipating Employers snall be effective unlr;;s agreed to by the ICMA
Retirement Gcrporailon over trte si,-,na±ure of an Ot`icer
PAR7 i DEFERRED GOh1PENSATION
EMPLOYMENT A31tEEMEPJT
t. Deferred Compensat,on- inrtial Da<;;sion-FutL:rc
1_1 For the purpose of this Plan the foliowing CetiniUOns appP~
a°Tvtal cc.mpensa?ion' is the total of ; ompen 3t on tc, p>>d by
the Empioyer for the services of tqe t•nployee rE9a,i11t ss of tn.=
terms ~ised tor Its components, us, for example. "base p:iy in
addihon to b[ase pay ""emplcyers aantribu'iOns,etc .
b. ' Daferred comG e.nsi±ionis Ihat arnount or percent.ige of th,~
total compensahon of ihe Eaipioyee which tr,t Emplo~er:;urrently
deters iron the [i ;yment to tne Emp' >ya.e. and instead deposits
same into a Ceferred Confpensation Acco(int with the Ftctirement
COrporation ur<<1er thF= terms of ihis Plan De'urred com~, =ns'aLOn
may inclu~!~~ ~1m0unts iru;n Or percentages of both 'base pay2nd
°emp;oyer's contnbutions" or it m,-ty inciude ;+rnounts t'orn pr
perConlu;)r5 'if "nly one oi (hesr i:oniprwonis,
c'C,urrcnt i:r,mG:< is thar pornzn ot the Einpl„y<•(' s ?of.li
cornpens;:ti,-);i wh,cn iS not deferred ~~nrnpcns„hon : ;~~!~+rr«,d
COrYiPenSatKn iS detinF2d herein, and
d"Bnse p<iY >tI e st:ite 1 salary of t"r, Einployerl
1.2 Compensation may be deferred for any calendar month only if a
Joinder Agrerrrient tor such deterral has been entered into before
the begmning of such month The determination of the ini6al
amount or percentage and of any future change in amount or
percentage of deferred compensation must be made before the
beginning of the :;alendar month for which the compensation is
payab!e. Such future changes may be made more frequenNy than
once per calendar year only at the express direction of the
Employer
1.3 The amount of total compensation may be adjusted from time to
time without altenny the terms of this Plan However, thft per-
centaye or amount of deterred compensation maybe adjusted only
in accordance with 1 2 above Any such adjustment ot the per-
canta9e or amount of detened compensahon shall be com-
munwG3ted to the Employers egent, the Retirement Corporation,
and the deposits in the adjusted percenlages cr amounts, if
changed frorn the prier existiny percentages or amounts shall
there<+fter Ue made t>y the Employer mto its Re!irErment Corpora-
tion Account
1.4 Ccmpensation deferrad under the Plan for any Empluyee's
taxable year beginning after December 31 r978, shali not exceed
the lesser of (t) $7.500. or (2) 33-1/3 percent of the drfference
between an EmGloyees total compEnsation and his deterred
compensahon except as provided in 1 S below
1 5 For or'ie or more of the Ernployees last three tax:jble years ending
before he attains normal rehrement age under±he Plan. the ceiling
set forth in Parigraph 1 4 above shali be the lesser of -
1 ").000 or
a S
b the su111 of -
,11 tnePianceiiingestabhshedforpurposesofParagraphl 4
for the taxable year (dctermined without regard to thi5
Y;~rt~yr,~{~hL Plus
i)nI uch uf tlin f'k in k eilinq 4 1 bli'shwd tuF UuiposI
i'a!&yr,tph 1-1 tor taxat>ie year, fhe"ore tht~ taxabl~ ye,u
~s ii,c; nol t heretotore br( in used ur, dr!r Parziyritph t, or
*.Ns Prtragr;lpli
Th, ,impunt _)1 comp,-nsation deterred und,;F this Paragraph shall
not exceed an Emplr~yee s total compensation 7he words"nr;rmt31
rebrerment i~e as used in this Pariqraph, shall meao the
de on.!ted ige.a,: de[,ne(j ;n Paragv i:)li 6 belnw
2 Deferre jo~npensation Accoant Under tMS flur,deterred compen-
satron sh,~W br creditea jnd pa1c7 n~to the Triist established and
m,3intaine,' N'tn [ne interna&onal City P.1an.~yernent A soeiat,on Ra-
tuement, (orpc,r:itnm ,i~,, Tr,istee in«r Retiremen? Corport3hon i; a
nOnPrOtit rpnr:0hc.r ornied for the ,C~ecr~ic. iur;)r,SV -t .nv~-st~i~y Cnd
Ct7irrN~S~ t~nd5 of 5ai;1 TruSI Th., l nis? rn ,y be r.cur,eU
at anv t!mc 1~y thc EmUioy~r ❑nd upor revocaho, 1 i r~.;t al~ o} the
I aSSE:ts thE r' Srra!' r,urr; ?o anJ tevert Io the Einp uyar Emp,oyer
shail kFep baok, ind records vn[h rc<;,~rct tG tl.e Erip y,'e`S
total compt°ns~,t~on .~r other ,arned m (me ano with ~esbect tr,imounts
paid m?o s,. ! n~s!
? Owre'ship ~)f i',in.;5 N-~:t~er the F,~~plo,eu nor ,iny Genef,crtry
thereot sh h~v~° iny intF•, t wh,l?5 , ir the funrJ U"nd ;ri!0 t'ie
De fwre(j C, ri,~r_oSt~ti~n Acc .),r t_ ir, th ,i ~per?, or nyht5 rurc ~:+Se~d with
suc h ri incomt• aitnbutable. P<operty or rights.
Vvn , h sha11 It ,iII ,iir re-rur. .is as5's ~)f ine E~nploye- sub]rct ro its
2hsolute c nnin.-,;n ,.ntrci and right ri wrthdrawal unl;l su(h ;Im,rs tl-le
!unds or c^.s . ! tnr A,count arc dislnUuted to thr~ EmployE•e in
acCOrdancc, th ' - prnviSiCws ot thiS Plan Tt;e OCliyatio!'nf the
Fmpl~~y~~~ nnh[i, tii,,.~ nnly fh,r
Ern~7 oyu- h:ivin~ i)o-te i, ,1 )r s,pir,,l in',,ret ~ir 0&rn tiyvd~i/ Uus!,
flnnuity. or 1 t~-~ t!,E~ -,j_w fun )h _ind Y~,jI_i rri the
Defe!red l; wii>er, ihr,;- A,_ ~~wi1 ihn ,:mtr,,, tual Obliyotici I of th(-
f mUlo;er f'), t.,-,1s u;;,s,;,fs ~n its De4erred ;rr~np~-iSSiLOn
A:.rtinl !,!h, Em~ !,y„r, ,,i h~, Lr-nErf ~ ry on the ;3ppliC bc• d1stubutK1n
2
date shall be a Continwng obligaUOn upon lhe Employer, and shatl not rie
refieved by any agreement be(ween the Empioyer aod any other parry, ,
except as provided in Section 2 of Parayraph 13 of Uus Plan, and shall nct
be afteCted in any manner by +mendment or revocation of the Trust
referred to in Paragr'aph 2 herein or oy reversion of the Trust Funds to Uie
Empioyer The provisions of this Pcaragraph shail supersede and control
any other prcosion o( this Plan which could bc~ interpretad to be in confhct
therewith.
4 Administration ot Funds The funds Ueposi!ed in the Deterred
Compensahon Account shall be invested and rainvested by the Retire-
ment Corporation, as provided for in the Trust Fund descnbed in Part II o1
this Plan, m any manner which in its Sole discretion it deems desirable,
without reg,+d at any time to any leyal limitation yoveming the investment
of such funds The Account shall also reflect the gain or loss resulting
from ihe rnvestment and reinvestment thereof This Trust Fund may be
commingled with other5 established by the Trustee with other EmploYers
under this f?i.,n_
5 Designation of investments Each par'iciGating Employer, being
advised of the preferences of, and fur the benelit ot each Ot its
participating Employees, ohall designate th, percentage of the deferred
compensation invclved rvhich shall be ~nvestE„d in the reSPectrve typeS of
inveStmFnt funds (aCCOUnts) of the Retirement GorporaUon, such as the
Equity (Van;ible) Fund or the Fixed-Income fund unless the laws of the
applicable state ur local govemment requ re otherw.se, in which case
those lews shall govem Future elections ?o change thF, percentage to be
invested in each type of Fund may only be made prior to and for Ihe ne s;
succeedinq ;innual penod ot service fpr whicl'i the cumprnSation is
payable by tilmq wntten noLCe thereot wrth the Retirernent Corporatior
Such notice will not be eftectrve until recelved hy the Retuem8nt
Corporation
6 Payman° ~t Deterred Compensation The wcrds "c9asignated age,° as
used m this Paragreph and in Paragraph 10 oi thls F an. shall mean ?he
designated n~)e which appears in the Joinder Ayrcrcmi nt executed by the
partiapatinr7 Employt,e These words 25 usad in ttus Pa `egaph, ir
Paragraph 10 ; nU in ih,, Juindcr A,.7reirmOut sh~ill also ncincie the
following. vi.thOW 1ep,hti,n ihcre in.. .'.ito.r in th..° sole iJiscretion Ot 4he
EmployE:r af tN- id of his employnwnt -;raemrilt, it Em~~lo,e
continues n !he ampioy ot the Emploer a`ten ce aU,+ins the de5ign3ted
age'ExCept as previded in Part~yr3pn 9(unfores,eable erner-~encyl. no
payrnents or deterred con peos.It,on shall be made prior !o tin Elnployee s
ggparatii:r) froni t,c rvice with Iht EmplGy- At s>ucY, time as the Employee
reai;hes 'he r;w5iqnr:ted a,ie hi ( .c.ies Fwrm.ineri, <Ji;,ihled i)r dn,s,
whiChevPr OCCUrS hr5t, he, or hi5 l~ent~tci,ir numinee ur
251ate iS1r,re enlitled to'.•ce!ve P:tYm( r,,t !r[in~ tncGr`erred C;ompenSa-
tion Accoun! ~ut~?and~ ~ 1 on th d 1e a.vnieh )e uf the foregqing
occurs Pa/me r t; o~~ .,~c;ned t y ne E nnpiuyee hauing reached rhe
desigr tE :i,e [ rc ~m Per rnan~r~tly di~3hled 6r by hws dt,ath shall be
n;ade in acairrl 3n._:e with the prnvislons uf F 3ra ,r,,ph 7 here5f as toliows
a Paym,,n s in rni;o~hly_ qi.i,3rterly. ser i-tnnuai ur annudl payments
pvE'r tl'e period O? ~ifF e;xpei,:t,tncy of Ihr, clmployee m.ircordance with
the foi;.",viny prpCe°hurrl.
~~pr~ ,chinq Ih" desi111.0"d a ;z, or b~ uniin.) >ermanentl,
t;om pt rni,ina~r 1 fuli-tunf c~~71uj whu heveir ''t5.'
r,~.'ws ihrt Employees ite expt:, wcy be dEt~rmined b'y
rc,,,~e:nce to St,in,,l.ard U S Mort;ilii: T.ihles, the amounts 0'
as5etb dnd aCC~ii wlahons ~n the Or}e,•ic1 ~~n~pens;i?~on AcCO~,nt
;li;di be Conipi-tted rogeiNer with 1~:sor'+bie rate oi retum on
Sd~:j aSSet~ IeSS Ihe amuuni of rUprct„d monthly dist!ibuhon
over the Irtr expFCtancy of the Emu oyee :nd a mGn'hly am~iL:nt
shall ihi-n be mathemah~~lly determinr,d t' e pa',me t?f wh•~cn lr
equal rnosithly insttillrnen!S over the prnod ni t17ir iif rxpact.,i~ y
of ihe EmpIU•;ce. snall c:mplartaly cl,(~le!e''j°, stiid Ac(~ouet ti; tht:
end ot the I;ist year ui Iife exp?cta><~y
b Pa,,ment5 m monthly qu.3rterly semi-;;rmu,i x:3n; .~nl pay!ncrnls
in accOrd:;n- wi?h thne tollowmq ptC'cErdure
UnIF,S ihe? tm i0ye~,S emplOyme-r-,I time
attains the designated age, amounts equai to the benefits
received by the Empioyer, under retirement annuity policies, shall
Ge paid to the Ernpioyee, at such Ome as he attains the designated
aye, or, ir! the, case of death, payment to his beneficiary or
b(,neticiaries, nominee or estate pwsusnt to the procedures
prov;ded in sa~d polhcies and Paragraphs 7 and B of this Pian; or
c Payments in monthly, quarterly, semi-annual, or annual install-
mer.ts over a penod of not exceedir.g ten (10) years, said payments to
include a reasonabie retum on the funds, assets and accumulations m
the Deterred Compensation Account, less the amount of expected
monthly quarterly, semi-annual, or annual distribution, Over the said
?en (10) year penod, nr
d C+ie lump-sum payrn~nt.
7 Selection uf Method of Payment The method ot payment shali be
seiected by the Empioyer, acting through the Retirement Corporation, as
its duly authonzed agent, due consideration being given to health,
tlnancial circainstances and family obligations of the Employee. In this
reyard, the Empli,yee may rie consulted, however, he shall have no voice
in the decision reached _
8 Paymenis in the Event of Death.
a During the Penod of Distribution In the event of the Employee's
death ;furing the pe,nod of distnbuUOn, the Employee's beneficiaey
shall be entitled to recerve payments in accordance with the payment
mcthod be,nq employed at thr time ot the Employee's death. With the
consent ef Ihe Employer, acting through the Retirement Corpcraiion
t+s Its du;y _wthon~ed agent, sa+d Geneficiary may elect to receive a
lump sum in Iieu of installment payments-
C Prior !-j D!stnbution In the event of the death of the Employee prior
fo the oistr;bunon the tur.ds and assets of the Deterred Corr,pensa-
tion Acceunt sr,ail bc: paid in accordance wlth one of the methods
descnbed m S.,nparagr phs a_ b, c, or d ofi Paragraph 6 hereof 7he
selec.on ot said memod ,;hall be made by the Employer acting
±hrowqh the ReUr,ment f;orpor,3UOn as itS duly authonzed agent.
g Paymtnis in the Event of Uninreseeable Emergency In the event that a
participaYinq Ernployee is faced w,th an untoreseeable emergency (de-
?ermined in the rnanher , rescriped hy Federal regulation), the Employar
may direct !he Retirement Corpofation as agent to make disbursements
trorri !he Defein~d Compensaticn Account of amounts reasonably rieces-
sary to srah;f~ 'he emergency needs of the Employee
10 f'ayment Daies Payments shall cornmence on the first day oi the
month. foliomny the attainment of the designated age, or later, on the first
day bf the monin aher the end of his employment agreement, if Employee
contmues In the employ of the Employer after he attains the designatod
age, or likewise fuilowing permanent disability, ordeath; and, inthe caseof
irsta:iment payments, shall be maUe continuously thereafter on the fiBt
day of each succeedmg month or, in the event quarterly, Seml-annual, or
annua' payment installment penods are applied, then continuously
?her-~af;er on the tirs! day of each succeeding month which begins the time
penod(qiiliiter!y etc)involvedi,inti!suchtimeastheDeferred Compensa-
t,on A.ccount is Jepleted In its entirety
1 t Uisoursiny A(le,nt I he Retirement Corporation shall act as agent ot
th,_ Employer for purpo>ee> ot disbursing payments. The ultimateobliyatiOn
to~ mahiny such payments, however, shall remain with the Emp!oyer.
12 Accurnulr+tion During the Uistribution Period. During the period of
dis(nbutIon the Empioyee or his beneficiary or beneticiaries, nominee or
estate, as the case may be, shall continue to be Credited with all the
interest iccumulat,ons and increments on the undistnbuted funds and
assets in the Deferred Compensahon Account, untd such Accourt is
dapl?It ir) its nhrety
13 Sec-ior 1 Tcr,nin<3tion ot Employment. Upon termination of the
Employees se~ivices, for any reason other than death, the tunds, assets,
;;nd ,ic,,,~jr~l In the Deterred Compensation Account shail not be
,ransterred tr, an account with a new employer of the Employee, and,
~ns;end they Sh.tll remnin m the ongmal Account as 3ssets pf the Oid
3
F
Employer untii such time as they are distributed in accordance with the
provisions ot this Plan, except as provided in SecLOn 2 of this Parayraph
Section 2. Transfer of Employment with Consideration E3etween
Employers-Tnpartite Agreement !n the event the Employee accepts
employment with a new empioyer partiapatiny in the ICMA-RC Deferre,?,
Compensaticn Plan, then, if the past Employer finds that it has no present
or future need of the tunds, assets, and accumulations in the said Account
for the payment of its generai aeditors or for any other purpo,e what-
soever, in consideration of its deslre to svoid the continwng c;:apense ot
maintaining records, and receiving, examining, verifying and filing annual
reports of the Retlrement Corporation, and in consideration of avoidiny tne
possible tuture expenses of htigation of Employee s~~ontr;wng Coc-
tractuai nghts to payment of deferred compensation on his retirement as
herein provided in the event ot any possible future revocahon and
withdrawat by the past Employer of the funds, assets. and accumulations
in the said Account, the pasi Employer may, at its discretion, authoriza the
Retirement Corporation, as i!s ageni, to propose to the new Emplayer that
the tunds, asse4s, and accumulations of the said Account be transferred to
the ownership, control, and right of withdrawal of the new Employer, and to
do so in the event 'he new Employer, in consideration ot the mcreaseC
valuc ot the Employee's servii es by reasGn of the experience gainedwhlie
in past empicyment, agrees to accept same, arnd' the respective
Emp(oyers and the Employee sign an apprcpriate form ol Ayreement in
which the new Employer elso agrees to assume the continu,ny; ontraciual
liabi!ity to pay deferred com.peosation so tr;nsferreC upon rehrement of
the Employee and the FrrpIovEe releaseo tlle past Enq, yet trc.rn s;ud
continumg ctiir:aatiotl to do same
Section 3 P,iyrnent oi Drferr'ed n i ,,°r i,rn ~~llcm
Emplnyment in the event a participat:ng Em~~'c.~ra";.+rf."_,m
service with the Ernployer pnorto the desiana c d ..:k"• r f,:~,~ ,.3rs in thrr
Joinder Agreoment, the Employer may direct tne Retirement Cc,rporation
aS ager'it t0 l; Stub,itt th;° funds,1n'j ds5~!s of ,he D~_r!a ,rr~1 C~,c,~ s;ition
Account to Lrnpl"ye>~ in une lump-sum payr -nt.
14 LoSSeS The E~tipl~,y~_r ;hall nOt be ~FrSU I,- il,y n',_ i1ui, i„
inve5tmen1 C'~r failure o' ,nves(men' ',f funUS 3lld . l. .,i,'i U~•'~~r~r,?
Cumpensatien Acco.,n! nur sh,iil the Emnluyer I;t, rt-.;~nre;; r, rr{ '.:.~an;
IUSS whatSGover which rn,ry re~5ui1 from 5<,:c1 ,nw~r,t^ier,h,
15 Nonass,4nab,lity of Deterred
his lifetime shall nM be entitiPd b comrnute
dISpOSeOfh~srlghtStUfeCe'vedele l~ 1 _ ~ 5.r,..'ent ,
tOr herBin, and ln- r,gnt thereio sho~I be I~;nc; ,~tr,3-is
ferable In the event o` iny attempted assiqnrnErnt or r,nsf,-r ~ errot U~Employer Sha!l have no furtr,er habitity ~jnder th,s Ayrc~mrrtt
16 Participation in Other Employee Benetit Nl,:ns Nothirij h,rer
tained 5hd1; ;r. 3ny rnanner modity impair. or 3ftect ih. eni5'.ir, 1 r F;tur~a
nyh!s or interest o"t the cmp oyee O",o recFv~~ .;ry r~:,y~-r~~nr'~ts
which he wouId otherwise Ce entiiled, or (b) as a par?ic,pant in any t~;ture
penSio❑ plan_ it beiny underStooG' thai :he nqhts 2ind nterest' Ot lhe
EmployF,e to :iny emplOyee tienrt,Is Or ~i5 3 p.vt,,~iDmnt or h,,netici.iry,n Or
under any or all suct, pl;3n; rrs~uctrvely ;h,il coi,tinwe in tuil for~~c~ ,nd
eNect unirnpa:,ed, and the cmployee sh.ill i;ave t`~,: nqht a! iny hnie
hereatte o:iteome a bFne`ic,ary under or uAjrsu~,nt to awy .ind .i,I suc~~
plans
17 Definitions The ine;ining of any tNrni or !erms, Phr.isEt clause. _,r
Sentence us~~ei in ih~s Ayreement w'?r~h is al , i~sed ~ the By-Laws ~f the
Retirement Corpoi atiur. srail bL de`med as these ~3rt ~r(u~ea m AHTICI "r_
II, Sechon 2 ef the By-Laws Masculine pronnuns whenever used herr in,
inetude the terninn,e pronGuns, anr ,ht> sirjular in,lu '.s the plLiral uni"ss
the Context requirt>s anotf er mF,anlng
18 Valicity o1 Ayreement Tr~~is Ajoe~~inent shall ~iot Ue v:I~d ix en
forceabie uniess siqned by an o,?icer ef ErioloyeE ~_itt.~~n~ed by tY-
qoveming Li~dy of ttit, Fmpioyer. ..5 tor ex.un;,le thc~ (,lty G>,inaL and
uNeSS thi9 Agr'Bement is impir«l ~ ti:1 !.~y It o rxee.it c. of 1~ ~ J0111d"'r
Agreement
PAkTII MASTERTRUSTAGREEMENT
AGREEMEM rnade Uy aiiil betwetm the aforenamed Employer and the
International City MunL1yeinen1 Association Retiremenf Gosporation
(hereinafter the "Trustee'or "Retuernent Corporation"). a ronp+'oht
Corporation oryanized anc7 L-,;sting under the laws of the State ot
Delaware, for the purpose ot mvestmg and otherwise adrrtiinistering the
tt:nds scr', aside by Employer; ni conneciion with Defe+rred Com~;(,nsahon
Agreement; with F.mployees
WNEREAS, the Employer dt~sires to enter mto agreements with its
Empioyees whereby its Emp!oyees ayree to defer oayrrents of s;,>eafied
percenWges <>f of t i ~unt~ l;om theu total compens;ition as'doferred
comp5nsation is de tria,d ~ri sai(j aqreements untii the o'-urrence of
certain events.
WHEREAS. un ordar U)at there will be sutficient funds available lo
disc.harge the to,eginy contractual otli~ations, the En'lpluyur desires to
set aside ;-rio(,1ic.il'y -t+nol,, s equr?I to the amount of ccmper,~~tion
deferre•d.
WHEREAS the tui !1s sef ,i!,,de together with any and all investments
theret0 :ur to be ux~ u;ivel~ within the dominiom. Contrpl. and nwnErship
of the Employer _ind ; 'c, [nc Employer"s ab561ute right of with-
drawal th,, Cnq>:o,re h<<oin_4 ic hterr_s[w;'rits~,evertherein.
N04"J 1HEHF_f O}~E this~ A a•e-~r~r,n9 wrtne,seth thr,t (a) the Erployer
will psq mcmes t~) tte ill;stNe tc hr p'sced in Deferred Cornpensation
k tr fYw Empl, yc,, it,i 'hf. Tru 1~ c;:vr .:nl; th;~t it's:i!f h-d Sr,'d
Sums. rvi i1 rn,iy r-,Pive' I,tir.dr r n Ir~ss!'..r thr
uaO!, arldpi t' ses. i~ 1 iF,cn'h~tEri~n~ , ~dcoru'i"n;;na~~in.~ite~,I~atcrd.
and (i;) rhe r"rrt', .iyr;-r ~is 'i;ilr~w5
ARTICLE I. General Du6ea ot the Parties.
>.~:ti„ri 1 1 (a<. ~,~.~I [).:ty if;~~ C.i~i{~luy~r~ Tt,~.• Em~'~oyarr Sh;t'I m[tk~~
r~ 7cl,tr ~SEr ,n.1C l)l+,!ll.'nts .•quul t0 the ,~mC~untS 01 its r.h, h rire deterrrd ~n ~.c.cordiince wilh 'he tertii5 and
_•~_L1 <,nti t DE~iF~, re ~1 C,,,ni,n ahen Lrnploymr 0 Anrewn en!,:w.iih;;uch
;x v,-i!fl in, sir,~s~~quEatt ;n.i~lihc£iho ~'nPvl.:'uf
,f the T,usteE- I. iru~,tEE sha!I hbld:il;
f~,~ _ , ~J ~,y .1 ? ~ ~ • .4h:rh, t ~qefhN~ w I ~'ie uli,nr*i3 therefr:~i~i.
F(irids... Ileet
„ h..fe r,a'ir•
[?r Tri,St ~r~,'~~icf arr tr.,n~,tF~rrc~d
t._ i. r.,,,.. by ihP E 1I; C;y,F1 fr:; .,-,>!iil j U~'ieR-d
E 1,:.I~)rt•- h n.., :ha_ Sdmt
W,t i fi, ijre_r,? lt a I„'h~
,3r , r~, '•i ~r~r~r"no-~r,;
ARTICLE I!. Powers and Duties of the Trustee in inveskment,
Administration, and Di~bursement at the Trust Funds.
S :..p~n . l1,w,-s ind Dut,ts th,- Trus!el• 1'hf,
Tru;!( , Sh.iP I~ - li lir in ~1', ~1l,,r1''nvi-5! tFU1 rrinv!:st ihe
pmnciG~.il ,.n,1 ;ni.:n, ~f 'i~• It~r,t F:nds ,fn(1 ke~~p tlie Iii,sI Funds
~rv(sted witlio;;t trtwiw-r•r .:rn1 mi;ornw ir such
5ECUnIi~rS i,r r)tt~- l)r,~i'•J ir,,tf Or the
~h~tqnt ,i 1vir~.it~le~ ~n,luilm:a Uut
c[?mrn:,n r 101" --1 rt~tirt•rnf•nt ,nn,i!ty ind
nuortgaqes ind uU"•t n1 indebtc+dnt~,s ur owne~sh,p. ;ind in
Common tru5t'wid" ut >v(,d tin[fnCial nr inve5fmE-nt inSlitut;unS with
sucn Instituli,?r)s ;;(.hn.; ot sut:h common 'rus' tur,ds, Or
gt ~.~3r,+te r,r :1 (iith... i typ~, ; r fundS I.~~:i.o.,ntSl .ncludin_~ equ~ty tixud-
~ and I, ! ilh r(:;~uirement, of tit ;t.r and local qc;verm
menttil I;~v : f~SL;I-'isht,~f w tn Suc:;h 3pproved f n„na[il or m~e5(mt~nt
ir ,tit:i!inm these, Trust Funds rnoy t c corrir7 inyl~.,d
with Ahtrr~, •~1 ~,I;;~~h~•ct hy rh.TriiStee under th s1rm o} ,l(,r~~i1 ml ~f,! w~th
~i!hw E~r~F,l~,,~rs In ni.~n~n,7 °uch inve•51niEnt, tt'~rrust,•° ;h;fll lr,t 13~~
tiub,"„1,l?..i.;im"~.~ fioe~[ment „>r.cli
f,inJS Inve• ti l,"~.! lx ' Onvust"d ~n {hk= (n.°,tk.t_.
4
by this Section may be delegated by the Trustee to any banre, insurance or
trust company, o: airr investrnent advisor, manager of agent seiected by rt
Sectron 22 Admmistrative Powers of the Trustee- The Trustee shall
have the power in its discreUon
(a) To purchase, or subscnbe for, any secunties or other properry
and to retain the same in trust
(b) To seil, exchange, convey, transfer or otherwise dispose of any
secuniies or other properry held by t, by private ccntracP, or at
public auction No person dealing with tne Trustee shall ne ba(ind
to see the applicaUOn o( the purchase money or to inquire into the
validity, expediency, or propnety of any Such sale or other
dispositron.
(c) To vote upon any stocks, bQnds, or other securities, to give
generai or special proxies or powers of attomey with or without
power of substituhon, to exercise any conversicn prrvifeges,
subscription riyhts, or other options, anti to make any paymenis
incidental thereto; to Oppose, Or iq Gon58nt to, or othe:rwise
part,cipa;e in, corporate reorg:i nizations or other changes ef-
fecting corporate secu!ities, and to delegate discretionary powers,
and to piy any assessments or Charges rn conne,.t~On tharewith,
and generally to exercise any of the powers of an owner v.itn
rPspect to stocks, bonds, securihes or other property held as part
of ttie Trust Funds.
(d) To cause any securities or pther property held as part of the
Trust Funds to be registered in its own name, and to hold any
inveshnents in bearer 'orm, but the books 3nd records ot the
Trustee shall at all timesshowthat all sucn investments are a part of
the Trest Furds
(e) To bofiow or raise money for the purpose of thL Trust n such
amount, and upon such terms and condi;ions, as the?rustee shali
deem advisahle, and, for any sum so borrowed to issue its
promissory note as Trustee, and to secure the repayment thereot
by piecfging all, or any part, ot tha 7rust Funds No person lending
mcney to the Trustee shafl be Gound to Sep the appLcatiun the
mon?y ient or to inquire ,nto its validity expediency or propneYy of
any sui-!i borrow!ng.
(f) To ~:eep such portion o` the Trust Funos ~n ~:ash or cash
balances as the i rustee, from time to time, may c]eem tU be m the
best int2rest of the Trust createU herehy w,thout Iiability tor
interest thereon.
(g) To accept and retain for such Ume as it may Oeern advisah!e 3ny
secunhes or other property receiaed cr acquired by it as 1 rwtee
hereunder, whether or not such securities or other pr(,pi rty tiaould
normalry be purchased as investments hereunder
ih) To mahe, exe~,.utcr :+cknowledye, and deliver any and all
documenfs of transtar and conveyance and any and all other
instruments that may be necessary or approjnnt3!e to carry out the
ppwer5 herein yranted
(1) To settle, cornpromise, er submit tc arbitrstton sny cl,3~ms.
debts, or damages dL,ie or owing to or from the Trust Furds, to
commence c, defend suits or legal or admir;strative proceedings,
and to represent the Trus' Funds in all suits ard leyal and
administrative proceed-ngs
~j) To do all such ai;ts, take ait such proceedings, and exercise alf
sucn nghts and privileges, althouyh not speciticaliy mentioned
herein, as the Trustee may deem necessary to adminnsier tne TruSt
Funds and to carry out the purposes of this Trust
Sechon 2 3 Distribunons from the Trust Funds ThE: Employer he,eby
zxppomts we T(ustee as its ai;ent for purp,~ses of selr,ctir,y fhe method by
whic h distribuiions from tne Trust Funds are to t')t, m-7e as weli as tor
purpOSi~S of making suCh d-,triCutionS In this regci'd ;he terms ard
condit,ons set tort7 in thr• Ayreerierits !o h, ~~xFCUted hetween ihe
Employer tind its Employers ind ioy subsequwnt mod&.:ations 1herBof,
are to guide and contrcil the Trustee's power.
Section 2 4 Vailuation of Trust Funds At least once a year as of
VaIG.iation D:3tes designated by the Trustee, the Trustee shail determine
the value of the Trust Funds Assets of the Trust Funds shall be valuod at
thea market values at the close of busmess on the Valuation Date, or, inthe
absence of rEadily ascertainable market values as the Trustee shall
determme, m accordance with methods consistenUy followed and unf-
formly applied
ARTICLE III. For Protection of Trustae.
SecUOn 3 1 Evidence of Action by Employer. The Trustee may rely
upon any rertibcate, notice or direction purpoRing to have been signed on
behali of the Ernpioyer which fie Trustee believes tc have been signed by a
duly desiynated official of the Employer No communication shail be
bindiry upon any of the Trust f=unds or Trustee until they are reCeived by
!he Trustee
Sec!!on ? Advice of Counsel ?he Trustee may Consutt with any
Ieyai Louvsel with respect to ihc censiruction of this Agreement, its duties
hereunder, or any,r i. wn~cn ~t proposes to take or omit, and shall not be
hal ltr for ariy ucLr;n taH en or or,i tt~d m gocd f~aitMi pursuant to such advice.
Section 3 3 tilisredl,ineous The Trustee shall use ordinary care and
reason~bie dil~_7err_c>. but sh,,il not be liable for any mistake of judgment or
other achon taken n yood tarth The Trustee shall not be liable for any loss
susta!red by ;re Trust Funds by reason of any investment made in guod
faith and ~n accordani:e with the orovisions of this Agreement.
The Trustees duties and obhgations shall be lirnited to those expressly
imposed -mo~i it by th~s Agreement, notwithstanding any reference of the
Pian.
ARTICLE IV. Taxes, Exponses and Compensation ot Tr48te*.
Secti nn .1 1 TnAes The Tr ustee sha11 deduct From and charge against
the Tr,ist Furds any taxes or. .he Trust Funtls or the inccme thereof or
which the Tnistee is required to pay wrth respect to the interest of any
F;ersoc th=~ ein
~ection 4 2 E.pc~nses lhr- Trustee shall deduct froci ar,d charge
aqainsttheTr istFurds,iIlreasonaoleexpensasmcurredbytheTrusteein
tthe adm~n!str<it~o~~ of t'ie Tru;' Funds, includmg Counsel, ayency and t;±her
necessc,ra reers
ARTICL.E V. Settlement of Accounts. The Trustee shall keep ac
curate and dei-!ilid acccunts of all investments, receipts, disbursements,
and o',her trarsaChons hereunder
Within ninety j901 days atter the close of eaCh fiscal year, the Trustee
shall rFnder w dupiiciate to tYie Employer an account of its acts and
uansartions as Trustee hereunder It any part ot tne i rust Fund shall be
i111-,te<7 ~nr,wyn !ne' medium of any cummon, collacUVe or commingled
Trust F und,,, thtr last annu.+l repurt of such TruJt Funds >hali be submitted
with int] inccirpufaled in the account
If within niriery (90j days atter ihe maihng of the account or any amended
acccunt Iho~ Einployer has not tilc (I with the Trustee nOtic;r: of any objection
t0 ;ny aci Or trr3n;aCtion Of the TruStee, the accOUnt or amended aCCOUM
shall Lecome ;:n accvunt stated if any objection has been tiled. and if the
F_mployer is saUShe•a that it should be withdrawn or d th,e aCCOUnt is
,3dfiusted to !he EmpkryE r's sditisfacti,n. the Erriployer shall ir) w~nting fded
w;tti the Trustee s,iyn;fy ;3pprov..il of the acrount and it shail bec?%;me an
accouni ;t:~ted
When ar, accou~1 becomes an accoont stated, such accoum shell be
fin.aliy setUed ~ind ?tle Trustee shalk be comple!ely discharged and
released as,ts~~chs~c.ocn'hadbeen ,ettl~;dand<',Iltiwedbyajudymt:ntor
decree of a ourt u! , orn„t-tc!i1 p,n;drchcn in an achon or proceeding in
whiCh Ihe Trustee :u-i(.1 the Employer were partieS
The Trostee shail ti iv., thw r,ght to apGly at any time to a court of
cornpelent ju .:dic;i~-,n for thc; JudIc1a1 settiement of its account
ARTICLE VI. Resiynation and Remaval of Trustee.
Uon r_; 1 ;1 ~~t ?rusfee Thv Trustee may resign at aray
time by filing with the Employer lts written resignation, Sueh resiynation
shall take eKect sixty (60) days from the date of sucl'i filing and upon
appointment of a successor pursuent to Section 6.3., whichever shall t,rat
occur.
Section 6,2. Ftemoval of Trustee. The Employer may remove the
Trustes at any time by delivering to the Trustee a written notice ot its
removal and an apppointment ol a successor pursuant to Section 6.3
Such removal shall not take effect prior to sixty (60) days trorn such
delivery unless the Trustee agrees to an earlier etfective date.
Section 6.3. Appointment of Successor Trustee The apointment of a
successor to the Trustee shall take effect upon the delivery to the Trust2e
ot (a) an instrument in writing executed by the Employer appointing such
successor, and exonerating such successor trom IiaLiiity for the acts and
omisslons of its predecessor, and (b) an acceptance in wnting, executed
by such succt^ssor.
All of the provisions set forth herein with respect to the Trust-e shall
relate to each successor with the same force an_i ef`ect as if such
successor had been onginally named as Trustee hereunc!er
It a successor is not appolnted within sixty (60) days after the Trustee
gives notice of its resignation pursuant to Sec[ion 6 1_ the Trustee may
appry to any court of competent jurisdictiun for appointment ot a
successor.
Section 6.4 . Transfer ot Funds to Successor. Lpon the resi ,n;:ition or
removal of the Trustee and appointment of a successor, and atter the tinal
account of the Trustee has been properly settled, the Trustee shall
transfer and deliver any o' the Trust Funds invoived to such successor-
ARTICLE VII. Duration and Revocation of Trust Ayreement.
9ection r i Duration and Revoctition 1"his Trust shall continue for
SuCt'i time as m:3y be nece~tsary to accon!plish fhe Uurpo~~ior wiu(,:h it w.is
created biit may be ter'mina?ed or revoked at any time by the Employer as it
relates to any and/or all rel.ited participating Employees. Written notice ot
such termin,ition c,>r revocation shall be given to the Trustee by the
Fmployer. Upon termination or revocation of this Trust, all of the assets
thereof shall retum to and rervert to the Employer. Termination of this Trust
stiali not, hcwever, relieve the Employer of the Employer's continuing
priligetien to pay deft>rred coinpensation upon the appiicable dis[ribution
d~ite to any and/or each Employee with whqm the Employer has entered
inlo a Deferred Ccmpenseition Employment Agreemt,nt-
Sec'ion 72 Amendment. The Employer shall have the right to amend
this Ayreement in whole and in part but only with the Trustee's written
consent Any suc,h amendmerit shall become effective upon (a) t9elivery to
the ; rustee of a written instrument of amendment, and (b) the endorsement
by th<~~ Trus?ee on such instrument of its consent thereto-
ARTICLE VIII. Miscetlaneous.
SE,ction 81. Laws ot the State of Delaware to Govem This Agrvem2nt
snd the. Trusi herreby created shall be construed and regulated by the laws
ot the State o? Delaware.
Section 8 2, Successor Empioyers. The term "Empioyer" shaii include
any person who succeeds the Emplc>yer and who adopts the Deterred
Compensation Plan of the Rrtlrement Corporation and becomes a party to
tCis Agraement, with the consent of the Trustee.
Sc~ction 8 -3. Withdrawals The Employer may, at any time, and from
;ime to time, withdraw a portion or a!I of the Trust Funds created by this
A,)rerament and releted Deferred Compensation Empioyment
Agrec:ments,
Sectlon 8 d Detinitions Definitions in the By-Laws of terms, phrases,
etc, userd hrif~in ,ipply to the ;ame herein The masculine indudes the
ti'minirn.. ;1nd th~~ ,in, jul:ir in,lu,Jw; tIle plural unle ~s Ihe cor?tr'xt rur,auirt,s
inc~ili(,r ni,~inuky