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HomeMy WebLinkAboutResolution 1994 - 0039RESOLUTION NO.94-39 APPROVING AMENDED DEFERRED COMPENSATION PL1~.N FOR OFFICERS AND EMPLOYEES A JOINT RESOLUTION OF THE BOARDS OF DIRECTORS OF COUNTY SANITATION DISTRICTS NOS.1,2,3,5,6, 7,11,13 AND 14 OF ORANGE COUNTY,CALIFORNIA, APPROVING AN AMENDED DEFERRED COMPENSATION PLAN FOR THE OFFICERS AND EMPLOYEES OF THE DISTRICTS AND REPEALING RESOLUTION NOS.79—176,81-166 AND 83—188 ******************* WHEREAS,by Resolution No.81-66 adopted by the Boards of Directors on October 14,1981,the Districts approved and adopted a revised Deferred Compensation Plan (hereinafter referred to as the “Plan”),and,by Resolution No.83-188 adopted by the Boards of Directors on December 14,1983,the Districts approved and adopted an amendment to the Plan;and, WHEREAS,certain changes in the federal law and regulations pertaining to deferred compensation plans adopted and administered by public agencies have been enacted subsequent to the adoption and amendment of the Plan;and, WHEREAS,the Boards of Directors desire to again amend the Plan to comply with such new federal law and regulations. NOW,THEREFORE,the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7,11,13,and 14 of Orange County, California, DO HEREBY RESOLVE,DETERMINE AND ORDER: Section 1 That the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 (as set forth in Exhibit “A”attached hereto and incorporated herein by reference as though set forth herein at length),is hereby adopted and shall remain in effect until amended or terminated by resolution of the Boards of Directors. Section 2 That Resolution Nos.79—176,81—166 and 83—188 are hereby repealed. PASSED AND ADOPTED at a regular meeting held April 13,1994. RAU3.039 COUNTY SANITATION DISTRICTS OF ORANGE COUNTY,CALIFORNIA DEFERRED COMPENSATION PLAN AS AMENDED 1994 SECTION 1:Background By Resolution No.81-166 adopted by the Boards of Directors of the County Sanitation Districts of Orange County,.California,on October 14,1981,the Districts approved and adopted a revised deferred compensation plan.Due to changes in the law applicable to deferred compensation plans of local public agency employers,the Districts did,by Resolutions Nos.83-188 and 94- ,adopted by the Boards of Directors on December 14,1983 and __________,1994,respectively,approve and adopt amendments to the deferred compensation plan.This document constitutes the completely amended deferred compensation plan,as adopted pursuant to Resolution No.94 . The name of this deferred compensation plan is the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1994 (hereinafter referred to as the “Plan”) SECTION 2:Purpose The primary purpose of this Plan is to attract and retain personnel by permitting them to enter into Plan Participation Agreements which will provide future payments in lieu of current income upon death,disability,retirement,or other termination of employment with the Employer. SECTION 3:Definitions For the purposes of this Plan, certain words or phrases used herein will have the following meanings: 3.1 “Category A Beneficiary”shall mean any individual designated as the beneficiary by the Participant,either pursuant to the Participation Agreement or pursuant to a later written election filed with the Employer before the death of the Participant.A trust may also be designated as a beneficiary under the Plan,under certain circumstances more specifically described in Subsection 10.6.2 below,but in that case the trust beneficiaries who may receive trust distributions on account of payments from the Plan shall be deemed to be the Category A Beneficiaries under the Plan.No other legal entity,such as a charitable foundation or the estate of the Participant,may be a Category A Beneficiary for the purposes of the Plan. 3.2 “Category B Beneficiary”shall mean a beneficiary who is designated by the Participant in either the Participation Agreement or a later written election filed with the Employer before the Participant’s death,and who is not a “Category A Beneficiary”within the meaning of Section 1/20/94 1 3.1 above.(Example:a legal entity other than a trust, such as a charitable foundation or the estate of the Participant.) 3•3 “Deferred Compensation”shall mean the amount of compensation not yet earned,which the Participant and the Employer mutually agree shall be deferred in accordance with the provisions of this Plan. 3.4 “Deferred Compensation Investment Fund”shall mean the fund to which all Deferred Compensation is credited,as described in Section 6.2. 3.5 “Employee”shall mean any employee who is a director or officer,or who is a permanent,full-time employee of the County Sanitation Districts of Orange County,California. 3.6 “Employer”shall mean the County Sanitation Districts of Orange County,California. 3.7 “Includible Compensation”(a term defined in Internal Revenue Code section 457(e)(5)and Treasury Regulation section 1.457-2(e)(2))shall mean compensation for services performed for the Employer which is currently includible in gross income,but less any amounts deferred pursuant to a plan described in Internal Revenue Code section 457 (including but not limited to this Plan)or Internal Revenue Code section 403 (b).The amount of Includible Compensation shall be determined without regard to any community property laws. 3.8 “Investment Account”shall mean a book account for the individual Participant,as more fully described in Section 6.3. 3.9 “Late Retirement”shall mean a termination of service with the Employer which becomes effective after the date on which the Participant has met the requirements to effect a Normal Retirement. 3.10 “Normal Retirement”shall mean a termination of service with the Employer which becomes effective on the first day of the calendar month after the Participant meets the minimum age and/or service requirements,for voluntary retirement,specified in the Retirement Plan. 3.11 “Normal Retirement Age”shall mean the age at which the Participant has met the requirements for Normal Retirement;provided,however,that a Participant who continues to work for the Employer after attaining Normal 1/20/94 2 Retirement Age may elect,for the purposes of Section 4.3 below,an alternate Normal Retirement Age,which may be an age greater than age 70~,but which shall be a date or age not later than either (a)any mandatory retirement age specified by the Employer,or (b)the date or age at which the Participant actually separates from service with the Employer.The Participant shall make any such election by delivering to the Employer,prior to separation from service with the Employer,written notice specifying the chosen alternate Normal Retirement Age. Nothing in this Section 3.11 shall be construed to mean that the Employer has imposed a mandatory retirement age or that the Participant has agreed to retire at a designated age. 3.12 “Participant”shall mean an Employee who has elected to participate in the Plan. 3.13 “Participation Agreement”shall mean the agreement which is executed by the Employee and filed with the Employer in accordance with Section 4,and pursuant to which the Employee elects to become a Participant in the Plan and defers a portion of his income. 3.14 “Plan”shall mean the County Sanitation Districts of Orange County,California Deferred Compensation Plan as Amended 1993,established hereunder. 3.15 “Plan Year”shall mean the calendar year. 3.16 “Required Beginning Date”shall mean the latest date that distributions are permitted to commence under Section 10 .4. 3.17 “Retirement Plan”shall mean the retirement plan of the Orange County Employees’Retirement System,which is governed by the County Employees Retirement Law of 1937 (California Government Code section 31450 et sep.and is made available to the employees of the Employer pursuant to contract. 3.18 “Salary”shall mean the full,regular,basic salary which would •be paid by the Employer to or for the benefit of the Employee (if he were not a Participant in the Plan) for actual services for the period that he is a Participant. 3.19 “Termination of Service”shall mean the severance,prior to retirement and other than by death,of the Participant’s employment with the Employer. 1/20/94 3 3.20 “Unforeseeable Emergency”shall mean a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent (as defined in Internal Revenue Code section 152(a))of the Participant,loss of the Participant’s property due to casualty,or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case. Examples of what are not considered to be Unforeseeable Emergencies include the need to send a Participant’s child to college or the desire to purchase a home. SECTION 4:Participation in the Plan 4.1 Any Employee designated by the Employer to be eligible may elect to become a Participant in the Plan by executing and filing a Participation Agreement with the Employer.An election to participate in the Plan and to defer compensation under the Plan shall become effective with respect to compensation earned by the Participant during the period commencing with the beginning date of the first pay period in the month following the month in which the Employer consents to and approves of the Participation Agreement.Such election to defer compensation shall continue thereafter in full force and effect unless and until terminated by the Participant as provided in either Section 4.4 or Section 11. 4.2 Each Participation Agreement shall specify the amount of compensation,either by dollar amount or by percentage of Salary (as adjusted for matching and non-matching funds, if applicable),which is to be deferred pursuant to the Plan and (except in the case of matching and non-matching funds)to be withheld out of the Salary otherwise payable to the Participant for each pay period.The amount deferred each year may not exceed the lesser of: (a)Seventy-Five Hundred Dollars ($7,500.00),reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403(b)of the Internal Revenue Code on account of contributions made by the Employer;or (b)Thirty-Three and One-Third Percent (33-1/3~)of the Participant’s Includible Compensation,reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403 (b)of the Internal Revenue Code on account of 1/20/94 4 contributions made by the Employer, or be less than Three Hundred Dollars ($300.00)each year.This three hundred dollar ($300.00)limitation shall not be applied to any Participant who is paid less than $1,200.00 per year for services rendered to the Employer. (For practical application,note that 33-1/3%of Includible Compensation is generally the equivalent of 25%of gross compensation,and that for Participants with an annual salary of less than $30,000,the subparagraph (b)deferral limit usually applies.) 4.3 Notwithstanding the provisions of Section 4.2 herein, during any or all of the last three (3)taxable years ending before a Participant attains Normal Retirement Age (or the alternate Normal Retirement Age chosen pursuant to Section 3 . 11 above),the maximum amount which may be deferred annually shall be the lesser of: (a)Fifteen Thousand Dollars ($15,000.00),reduced by any amount excludable from the Participant’s gross income for the taxable year under section 403 (b)of the Internal Revenue Code on account of contributions made by the Employer;or (b)The sum of: (i)The maximum deferral amount established for the purposes of Section 4.2 for the taxable year (determined without regard to this Section 4.3),plus (ii)The maximum deferral amount established in Section 4.2 for any prior taxable year or years,less the amount of compensation deferred under the Plan,for such prior taxable year or years,pursuant to either Section 4.2 or this Section 4.3. A prior taxable year shall be taken into account under subdivision (ii)only if:(a)it begins after December 31,1978;(b)the Participant was eligible to participate in the Plan during all or any portion of the taxable year;and (c)compensation deferred (if any)under the Plan during the taxable year was subject to the maximum deferral amount under Section 4.2 herein.A Participant will be considered to have been eligible to participate in 1/20/94 5 the Plan for a taxable year if the Participant was an Employee for any part of that taxable year.A prior taxable year includes a taxable year in which the Participant was eligible to participate in an Internal Revenue Code section 457 eligible deferred compensation plan sponsored by an entity other than the Employer,provided that such other entity is located in the State of California. 4.4 A Participant may terminate his election to defer compensation under the Plan by executing and filing with the Employer a written notice at least thirty (30)days prior to the effective date of termination.In the event a Participant ceases to qualify under Section 3 hereof as a Participant,his election to defer compensation shall automatically terminate on the same date as he becomes ineligible.A Participant (including a former Participant who is again eligible to participate)may not resume the deferral of compensation during the calendar month in which termination occurred;however,he may elect to resume the deferral of compensation in subsequent calendar months after a lapse of not less than three (3)months.No amounts shall be payable to an Employee upon the termination of deferral of compensation,unless otherwise provided for in either Section 10 or Section 11. 4.5 A Participant may change the amount of compensation to be deferred in a subsequent calendar month by executing and filing notice with the Employer at least thirty (30)days prior to the beginning of such month;provided,however, that such change may be made not more than four (4)times in a calendar year. 4.6 In applying the provisions of this Section 4,amounts deferred shall be taken into account at present value in the Plan Year in which deferred. SECTION 5:Deferral of Compensation During the period of participation,the Employer shall not pay the Participant his full Salary,but shall defer payment of such part of his Salary as is specified by the Participant in the Participation Agreement,which has been executed and filed with the Employer. SECTION 6:Administration of the Plan 6.1 The Employer shall have full authority and power to adopt the rules and regulations for the administration of the Plan,and to interpret,amend,alter and revoke any rules and regulations so adopted. 1/20/94 6 6.2 The Employer shall establish a Deferred Compensation Investment Fund to which all Deferred Compensation shall be credited at such times as the amounts deferred would have been payable to the individual Employee if he were not a Participant in the Plan. 6.3 The Employer shall maintain a book account (the “Investment Account”)for each Participant,to which shall be credited the Deferred Compensation of the individual Participant.The Participant’s Investment Account shall be credited with the earnings thereof,if any,and shall be credited or debited,as the case may be,with the net amount of any gains or losses which may result from the investment of all or any portion of the amount in the Participant’s Investment Account.The Employer,its directors,officers and employees,shall not be liable for any losses on any investment credited to any Investment Account.On a quarterly basis,the Employer shall credit the earnings and/or gains and debit the losses on each Investment Account.Such credits and debits shall be made,and the final quarterly balance of the Investment Account shall be posted,as of the last day of each quarter. SECTION 7:Investments The Employer is not required to invest the amounts in the Deferred Compensation Investment Fund. However,it is the Employer’s intent to invest and reinvest such amounts in a manner intended to increase the same,and the net interest,accumulation and increments thereon shall be credited to, and held in,the Deferred Compensation Investment Fund for the benefit of the Participants,provided that such amounts remain the unrestricted assets of the Employer,as set forth in Section 8 below.The Employer shall not be responsible for any loss due to the investment or failure of investment of such assets;nor shall the Employer be required to replace any loss whatsoever which may result from said investments. SECTION 8:Assets of County Sanitation Districts of Orange County,California All Deferred Compensation credited to the Deferred Compensation Investment Fund,all property and rights purchased with amounts credited to the Deferred Compensation Investment Fund,and all income attributable to such amounts, property,or rights,shall be and remain (until made available to the Participant or other beneficiary)solely the property and rights of the Employer (without being restricted to the provision of benefits under the Plan),subject only to the claims of the Employer’s general creditors.Without such Employer ownership,the Plan would not qualify as an “eligible deferred compensation plan” within the meaning of Internal Revenue Code section 457,so as to make tax benefits available to the Participants. 1/20/94 7 SECTION 9:Plan Benefits Deferred Compensation benefits are payable on the happening of any of the following events: (a)Normal Retirement of a Participant; (b)Late Retirement of a Participant; (c)Termination of Service of a Participant;or (d)Death of a Participant who dies either before or after Deferred Compensation payments commence,and before the entire amount of his Investment Account is paid. SECTION 10:Distribution of Benefits 10 .1 Termination of Employment by Retirement The Participant is eligible to receive distributions of benefits,with respect to retirement,after the Participant has met the requirements for Normal Retirement and has retired from service with the Employer.The Participant may submit to the Employer an application for distribution of benefits under the Plan as early as the date he notifies the Employer of his intended retirement and as late as thirty (30)days following the actual date of termination of employment due to retirement.Pursuant to such application,the Participant shall elect one of the benefits payment options described below.Such election shall become irrevocable upon the lapse of the thirtieth (30th)day following termination of employment with the Employer due to retirement. Following the Participant’s termination of employment due to retirement and the receipt of such application,the Employer shall pay to the Participant one of the following benefits (expressed in terms of both payment option and commencement date)as elected by the Participant: PAYMENT OPTION - (a)Consecutive equal monthly payments over a period of 36 months to 180 months,as determined by the Participant;provided,however,that any such period may not extend beyond the life expectancy of the Participant or the joint life,and last survivor expectancy of the Participant and the Participant’s Category A Beneficiary. (b)Consecutive equal monthly payments for the life of the Participant or for the lives of the Participant 1/20/94 8 and his Category A Beneficiary. (c)A single payment equal to the balance of the Participant’s Investment Account. (d)A combination of the benefits described in (a), (b)and/or (c)above. CO~~Th~1ENCEMENT DATE OPTION - (a)The first day of the third calendar month following the month in which termination of employment occurs,or (b)The first day of a later month as designated by the Participant. (c)In the case of payment option (d)above,a combination of commencement date options (a)and (b). The foregoing options are limited by,and these payments shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. The total amount of any benefits paid pursuant to payment options (a)through (d)above shall not exceed the sum of the amounts deferred by the Participant,as adjusted for any earnings or losses thereon. Should the Participant fail to elect one of the benefits hereunder by way of an application for retirement benefits filed with the Employer within thirty (30)days after retirement,the Employer shall pay the sum in the Participant’s Investment Account according to the “Benefit At!election previously made pursuant to either the Participation Agreement or a modification thereof. However,if there is no such previous election,then the Employer shall pay the sum in the Participant’s Investment Account according to payment option (d)above, on the Required Beginning Date. 10.2 Termination of Employment Prior to Retirement Following the Termination of Service of a Participant,the Employer shall pay to the Participant the benefit elected by the Participant pursuant to either (a)“Benefit B”of the Participation Agreement submitted by the Participant at the time of election to participate in the Plan or (b)a later written election delivered to the Employer within thirty (30)days following Termination of Service.The 1/20/94 9 latest such election filed with the Employer shall become irrevocable upon the lapse of the thirtieth (30th)day following Termination of Service. The Participant may choose from both the payment options and the commencement dates as set forth in Section 10.1 above. As with regard to the benefit options expressed in Section 10.1,the benefit options available under this Section 10.2 are limited by,and shall be made subject to,the provisions of Sections 10.3,10.5,10.6 and 10.7 hereof. Should the Participant fail to elect one of the benefits hereunder either pursuant to the ~Benef it B”provisions of the Participation Agreement or pursuant to a subsequent written election delivered to the Employer within thirty (30)days after Termination of Service, then the Employer shall pay the total amount in the Participant’s Investment Account to the Participant in a single lump sum on the first day of the third calendar month following the month in which Termination of Service occurs.In no event,however,shall such payment occur later than the Required Beginning Date. 10.3 Reguired Beginning Date of Distributions Notwithstanding any other provision of the Plan,payments under Sections 10.1 and 10.2 shall begin no later than the later of: (a)April 1 of the calendar year following the calendar year in which the Employee attains age 70~or (b)April 1 of the calendar year following the calendar year in which the Employee retires. 10.4 Acceleration of Payment of Small Investment Accounts Notwithstanding the provisions of Sections 10.1 and 10.2 above,once a Participant has separated from service with the Employer (and is no longer able to defer compensation under the Plan)and when the total balance in that Participant’s Investment Account does not exceed $3,500, the Participant shall be entitled to withdraw the entire balance of that Investment Account as a lump sum,by delivering to the Employer a written request for acceleration of payment.If the conditions of the preceding sentence are met,the Employer shall distribute to the Participant the entire remaining balance of the Investment Account within sixty (60)days of receipt of 1/20/94 10 the request. 10.5 Lifetime Distribution Reguirements The distributions under this Plan must be made primarily for the benefit of the Participant and the schedule elected by the Participant for payment of benefits under Sections 10.1 and 10.2 of the Plan must be such that benefits payable to a beneficiary are not more than incidental,according to the applicable Treasury Regulations.Payments under those sections shall be distributed over the life of the Participant or over the lives of the Participant and a Category A Beneficiary (or over a period not extending beyond the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and a Category A Beneficiary),in accordance with the Treasury Regulations under Internal Revenue Code section 401(a)(9) In addition,as required by Internal Revenue Code section 401 (a)(9)(G),and except as otherwise provided in Section 10.7 below,all distributions shall be made in accordance with the incidental death benefit requirements of Internal Revenue Code section 401(a).As more fully described in the applicable Treasury Regulations,as promulgated pursuant to the authority of Internal Revenue Code section 401 (a)(9),this means that distributions must be made in accordance with a certain formula designed to ensure that the entire Investment Account of the Participant is distributed over a period of time not to exceed the joint life and last survivor expectancy of the Participant and a Category A Beneficiary who is not more than ten years younger than the Participant. 10.6 Death of Participant In the event of the death of the Participant,either before or after termination of employment (by retirement or otherwise),and before the entire amount of his Investment Account has been distributed,the Employer shall distribute the amount then remaining in the Participant’s Investment Account pursuant to Subsections 10.6.1 through 10.6.3 below. 10.6.1 When Participant Dies on or after the Reguired Beginning Date and after Distributions Have Begun If distributions have already begun during a Participant’s lifetime,and the Participant dies on or after the Required Beginning Date and before the entire amount of his Investment Account has been distributed,then the remaining portion of the Participant’s Investment Account shall be distributed,as elected by the Participant, 1/20/94 11 pursuant to either the “Benef it C”provisions of the Participation Agreement or a later written election delivered to the Employer before the death of the Participant,unless the Participant’s election would permit distributions to be made less rapidly after death than under the method of distribution being used as of the date of death. In order to comply with Internal Revenue Code section 401 (a)(9), distributions (under this Subsection 10.6.1)after death must be made at least as rapidly as under the method of distribution being used as of the date of death. 10.6.2 When Participant Dies either before the Required Beginning Date or before Distributions Have Begun If a Participant dies either before the Required Beginning Date or before distribution of his Investment Account has begun,and,if any portion of the Investment Account is payable to (or for the benefit of)a Category A or B Beneficiary,then the Employer shall pay such portion as follows - CATEGORY A BENEFICIARIES (1)if the Category A Beneficiary is other than the surviving spouse the portion of the Investment Account payable to such beneficiary shall be distributed according to one of the following options: (a)consecutive equal monthly payments over a period of 36 months to 60 months (but not exceeding the life expectancy of the Category A Beneficiary); (b)a single lump-sum payment;or (c)a combination of the benefits described in (a)and (b)above. Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the Category A Beneficiary,but in no event later than December 31 of the calendar year immediately following the calendar year in which the Participant dies. (2)if the Category A Beneficiary is the 1/20/94 12 surviving spouse of the Partici~jant the portion of the Investment Account payable to the surviving spouse shall be distributed according to one of the following options: (a)consecutive equal monthly payments over a period not to extend beyond the life expectancy of the surviving spouse; (b)a single lump-sum payment;or Cc)a combination of the benefits described in (a)and (b)above. Such distributions shall begin on the date designated by either the Participant or,if permitted by the Participant,the surviving spouse,but in no event later than the later of Ci)December 31 of the calendar year immediately following the calendar year in which the Participant dies,and (ii)December 31 of the calendar year in which the Participant would have attained age 7O~. Notwithstanding the foregoing,however, if as of the date of the Participant’s death,both the surviving spouse and another are Category A Beneficiaries, then distributions shall begin on or before December 31 of the calendar year immediately following the calendar year in which the Participant dies. CATEGORY B BENEFICIARIES (3)if the beneficiary is a Category B Beneficiary which is a validly existing legal entity (such as a charitable foundation or the estate of the Participant),the portion of the Investment Account payable to such beneficiary shall be distributed as a lump sum on the first day of the third calendar month following the month in which the death of the Participant occurs. All elections (as to both payment option and commencement date)to be made under this Subsection 10.6.2(1)(2)shall be made by the Participant pursuant to either the “Benefit C”provisions of 1/20/94 13 the Participation Agreement or a later written election delivered to the Employer before the death of the Participant.Notwithstanding the foregoing, however,the Participant,in the Participation Agreement or such later written election,may specify that,following the death of the Participant,the Category A Beneficiary may elect, subject to the foregoing limitations,the form of payments and the commencement date of distributions.Any such beneficiary election, however,must be in the form of an irrevocable written election filed with the Employer no later than ninety (90)days following the date of death of the Participant.In the absence of any such timely election,the portion of the Investment Account payable to such Category A Beneficiary shall be distributed to him in a lump sum on the first day of the fifth calendar month following the month in which the death of the Participant occurs. If a Category A Beneficiary dies within six months of the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid to the contingent beneficiary,if any,designated by the Participant in either the Participation Agreement or a later written election delivered to the Employer before the Participant’s death.If there is no such ‘contingent beneficiary,or if the Category A Beneficiary dies more than six months after the date of the Participant’s death and before the entire portion of the Investment Account allocated to him has been paid pursuant to this Subsection 10.6.2,then the remainder of such portion shall be paid,to the estate of the deceased Category A Beneficiary.Any payment under this paragraph shall be made in a lump sum on the first day of the third calendar month following the month in which the death of the Category A Beneficiary occurs. The Participant may designate a trust as his beneficiary under the Plan.However,in that case, any beneficiary of the trust,who is eligible to receive trust distributions on account of payments from the Plan,shall be deemed to be a Category A Beneficiary under the Plan.(For example,if the Participant designates as his beneficiary a trust of which his surviving spouse is the life 1/20/94 14 beneficiary,and elects lifetime payments under option (2)(a)above,then for the purpose of this Subsection 10.6.2,the surviving spouse shall be deemed to be the Category A Beneficiary,and the terms of this subsection shall be applied by basing distributions on the life expectancy of the surviving spouse.)Notwithstanding the foregoing, however,a trust may only be designated as a beneficiary (and the beneficiary of the trust will only be deemed to be a Category A Beneficiary)if, as of the later of the,date that the Participant submits to the Employer the election in which the trust is named as a beneficiary or the Required Beginning Date,and as of all subsequent periods during which the trust is named as a beneficiary of the Plan,all of the following conditions are met: (1)the trust is a valid trust under state law,(2) the trust is irrevocable,(3)the beneficiaries of the trust can be identified from the trust instrument,and (4)a copy of the trust instrument has been provided to the Employer. 10.6.3 Default Provision If,upon the death of the Participant,there exists neither a Category A Beneficiary nor a Category B Beneficiary to receive any portion of the Participant’s Investment Account,then the Employer shall,on the first day of the third calendar month following the month in which the death of the Participant occurs,pay that portion in a lump sum to the estate of the Participant. 10.7 General Distribution Requirements and Provisions Notwithstanding any other provision of this Plan to the contrary,all distributions under this Plan shall be made in accordance with the provisions of this Section 10.7 and,to the extent of any inconsistency,the provisions of this Section 10.7 shall control. 10.7.1 Calculation of Life Expectancy For the purpose of ascertaining the relevant distribution periods and amounts hereunder,life expectancy,where applicable,shall not be recalculated annually. Rather,once life expectancy has been initially calculated,it shall thereafter be reduced by one year for each year that passes. 10.7.2 Additional Distribution Requirements Any payments payable over a period of more than one year shall only be made in substantially non-increasing 1/20/94 15 amounts,paid~not less frequently than annually. 10.7.3 Employer Discretion to Accelerate Distributions After distributions have begun hereunder,if the balance of the Participant’s Investment Account,or any portion thereof payable to a beneficiary, should equal $3500.00 or less,the Employer,in its sole and absolute discretion,may distribute such balance or such portion in a lump sum on the date of the first regularly scheduled payment of the next calendar year.If at any time the Employer determines that the payment schedule as elected by the Participant,or by the Category A Beneficiary, if applicable,is such that monthly payments would be in an amount less than $200.00,then the Employer,in its sole and absolute discretion,may make distributions in the amount of $200.00 per month,until exhaustion of the Investment Account or portion thereof in question,irrespective of the fact that this would have the effect of shortening the distribution period originally elected by the Participant,or the Category A Beneficiary,if applicable. 10.7.4 Statutory Compliance All distributions under this Plan shall be made in accordance with the Treasury Regulations under Internal Revenue Code section 401(a)(9),including both the minimum distribution requirements of Treasury Regulation section 1.401 (a)(9)-i,and,(in accordance with Internal Revenue Code section 401(a)(9)(G))the minimum distribution incidental benefit requirements of Treasury Regulation section 1.401(a)(9)-2.To the extent that any distribution option hereunder is inconsistent with Internal Revenue Code section 401 (a)(9),the provisions of Internal Revenue Code section 401(a)(9)shall control and the Plan shall be administered so as to conform with section 401(a)(9).Notwithstanding the foregoing,however, if,pursuant to Internal Revenue Code section 457(d)(2)(B)(i)(I),Treasury Regulations (the “Superseding Regulations”)should be issued which require more rapid distributions than those required by Internal Revenue Code section 401(a)(9)(G)and the Treasury Regulations under section 401 (a)(9)(G),then the distributions under this Plan shall be made pursuant to such Superseding Regulations,to the extent inconsistent with section 401(a)(9)and the Treasury Regulations under that section. 1/20/94 16 SECTION 11:Emergency Withdrawals In the event of an Unforeseeable Emergency,to be determined by the Employer in its sole discretion,the Employer may pay to the Participant all or any portion of the amount in such Participant’s Investment Account,as of the month end following the date when such determination is made.Payment may not be made to the extent that the hardship resulting from the Unforeseeable Emergency is or may be relieved (a)through reimbursement or compensation by insurance or otherwise,(b)by liquidation of the Participant’s assets,to the extent the liquidation of such assets would not itself cause severe financial hardship,or (c)by cessation of deferrals under the Plan.The amount that may be paid out is limited to the amount reasonably necessary to alleviate the Unforeseeable Emergency need and,in most cases,will be paid only in a single lump sum.In the event of an Unforeseeable Emergency which causes the initial lump sum payment to be inadequate to meet the Unforeseeable Emergency need,the Participant (or former Participant)may apply for the payment of subsequent lump-sum amounts,up to the entire amount in the Participant’s (or former Participant’s)Investment Account. Any distribution under this section shall be deemed a termination of the election to defer compensation under Section 4.4 above,and no further deferral of compensation shall be made unless the Participant subsequently re-elects to defer compensation under the Plan,as provided in Section 4.4.Moreover,any distribution of 100%of the Participant’s Investment Account under this section shall be deemed a revocation of the Participant’s agreement to participate in the Plan.The (former)Participant may re-elect to participate in the Plan,pursuant to Section 4.1,after a lapse of not less than three (3)months. SECTION 12:Non-Assignability Clause Consistent with Section 8 above,no one,including the Participant,his beneficiary or designee,or any other person,shall have any right to commute, sell,assign,transfer,or otherwise convey the right to receive any payments hereunder,which payments and right thereto are expressly declared to be non-assignable and non-transferable.The Employer shall have no liability to either the Participant or a purported assignee or transferee,on account of any attempted assignment or transfer.In addition,except to the extent otherwise provided by law,no interest of the Participant in the Plan shall be subject to attachment,garnishment or execution,or be transferrable by operation of law,whether due to bankruptcy, insolvency,liquidation for the benefit of creditors,or any other cause. Notwithstanding the foregoing,however,the amounts deferred by a former Participant may be transferred to another Internal Revenue Code section 457 eligible deferred compensation plan of which the former Participant has become a participant,if the 1/20/94 17 following conditions are met: (1)the plan to which the former Participant wishes to transfer amounts deferred is located within the State of California; (2)the plan receiving such amounts provides for the acceptance of such amounts; (3)the employer accepting the transfer funds gives written notice of its agreement to accept such transfer and assumes liability therefor;and (4)the Participant provides a written release to the Employer releasing the Employer from any claim or liability under the Plan after the date such transfer of funds occurs. If a Participant separates from service in order to accept employment with another entity which permits the Participant to participate in a section 457 eligible deferred compensation plan, and if the four conditions enumerated above are met,payout of benefits will not commence upon separation from service, notwithstanding any other provision of the Plan,and amounts previously deferred will automatically be transferred to that other entity’s section 457 eligible deferred compensation plan,to be credited to the Participant’s account. SECTION 13:Notice Any notice or other communication required or permitted under the Plan shall be in writing,and,if directed to the Employer (ATTN:Director of Finance),shall be sent to the Employer at its principal office,and,if directed to a Participant or a beneficiary,shall be sent to such Participant or beneficiary at his last-known address as it appears on the Employer’s records.Such notice shall be deemed given when mailed, unless notice is given in person,in which case such notice shall be deemed given upon receipt. SECTION 14:Amendment or Termination of Plan The Employer may,at any time,terminate this Plan for all Participants.Upon such termination,the Participants in the Plan shall be deemed to have withdrawn from the Plan as of the date of such termination; each Participant’s full Salary on a non-deferred basis will be thereupon restored;and the Employer agrees to pay each Participant the amount of money determined as if the Participant had terminated his employment,said payment to be made in accordance with the provisions of Section 10.2. The Employer may also amend the provisions of this Plan at any time;provided,however,that no amendment shall affect the rights 1/20/94 18 of the Participants or their beneficiaries to the receipt of payment of benefits,to the extent of any compensation already deferred at the time of the amendment,as adjusted for investment experience prior to and subsequent to the amendment. The Employer hereby establishes,on the terms and conditions set forth above,the County Sanitation Districts of Orange County, California Deferred Compensation Plan as Amended 1994. DIS:lw:D:lO/19/92 (L495PN) R:lO/2l/92;R:3/5/93;R:7/20/93;R:8/31/93;R:lO/8/93;R:l/20/94 1/20/94 19 STATE OF CALIFORNIA) )SS. COUNTY OF ORANGE ) I,PENNY KYLE,Assistant Secretary of the Boards of Directors of County Sanitation Districts Nos.1,2,3,5,6,7, 11,13 and 14 of Orange County,California,do hereby certify that the foregoing Resolution No.94-39 was passed and adopted at a regular meeting of said Boards on the 13th day of April,1994, by the following vote,to wit: AYES:Fred Barrera,George Brown,A.B.Catlin, John Collins,John C.Cox,Jr.,Jan Debay, Barry Denes,Burnie Dunlap,Norman Eckenrode, James Ferryman,James Flora,Don R.Griffin, John N.Gullixson,Barry Hammond,Evelyn Hart, Victor Leipzig,Wally Linn,Thomas Lutz, William D.Mahoney,Pat NcGuigan,Ted Moreno, Linda Moulton—Patterson,Carrey J.Nelson,Richard Partin,Leslie Pontious,Charles E.Puckett, Miguel Pulido,Margie L.Rice,Thomas R. Saltarelli,Phil Sansone,Sal Sapien, Roger Stanton,William G.Steiner,Peer Swan, Charles E.Sylvia,James Wahner,Daniel T.Welch, Grace Winchell,George L.Ziaket NOES:None ABSENT:Irv Pickler IN WITNESS WHEREOF,I have hereunto set my hand and affixed the official seal of County Sanitation District No.1 on behalf of itself and Districts Nos.2,3,5,6,7,11,13 and 14 of Orange County,California,this 13th day of April,1994. Penny Ky , ~s stint Secretary Boards o ir c ors,County Sanitation Di rictsNos.1,2,3, 5,6,7,11,13 and 14 of Orange County,California