Salary deferral agreement clause samples

(e)Amount and Compensation.A Participant’s Salary Deferral Contributions with respect to a Plan Year shall not be less than such amount the Employer prescribes in the Salary Deferral Agreement nor more than one hundred percent (100%) of the Participant’s Compensation (minus required payroll deductions and deductions for any other Employer-sponsored plan or program) or such other amount the Employer establishes in the Salary Deferral Agreement.A Salary Deferral Agreement shall be made (and/or limited) with respect to such Compensation prescribed by the Employer and set forth in one or more Salary Deferral Agreements.

When you become eligible to participate in the Plan, a fixed amount is automatically taken from your pay unless you elect otherwise. This is known as an “Automatic Contribution Arrangement.” At your time of hire, you received a notice that explains this feature and a salary deferral agreement. You also received information about your rights to alter those amounts including how and when you may amend the amount of automatic deferral. This election is effective for your first pay period and all subsequent pay periods, unless you elected otherwise at the time you were hired or you filed a change with the Plan Administrator within a reasonable period thereafter. Such change must have been made before you received Compensation for the first pay period after you become eligible to defer. Any election you file after that time will be effective for payroll periods beginning in the month next following the date your new election is filed. You will be notified annually of your salary reduction percentage or dollar amount, and your right to change these amounts.

If a Participant enters into a salary deferral agreement with the Employer for a given Plan Year, his Compensation for such Plan Year for all purposes under the Plan, except as otherwise expressly provided herein, shall be equal to his Compensation before application of the salary deferral agreement. For purposes of any other plan or benefits arrangement of the Employer, the Participant’s Compensation shall be equal to his Compensation before application of the salary deferral agreement.

8.2 Employee Salary Deferral Contributions. In consideration of each salary deferral agreement by a Participant pursuant to Plan Section7.1, the Employer shall make an Employee Salary Deferral Contribution to the Plan, to be allocated to such Participant’s Employee Pre-Tax Contribution Source Account and Employee Roth 401(k)Source Account, as applicable, for the relevant Plan Year, in an aggregate amount equal to the total of the Participant’s Compensation from the Employer which was deferred during the Plan Year pursuant to the salary deferral agreement. In consideration of a special salary deferral agreement by a Participant pursuant to a Special Lump-Sum Collective Bargaining Agreement Bonus in Plan Section7.7, the Employer may make an Employee Salary Deferral Contribution to the Plan pursuant to the terms of the governing collective bargaining agreement.

A Salary Deferral Agreement (or other written procedures) must designate a uniform period during which an Employee may change or terminate his or her deferral election under the Salary Deferral Agreement. A Participant’s right to change or terminate a Salary Deferral Agreement may not be available on a less frequent basis than once per Plan Year.

Regardless of the definition of Compensation selected in the Adoption Agreement, the Administrator may adopt a uniform policy for purposes of determining the amount of a Participant’s Elective Deferrals of excluding “non-cash Compensation.” For purposes of this Section, “non-cash Compensation” means tips, fringe benefits, and other items of Compensation not regularly paid in cash or cash equivalents, or for which the Employer does not or may not have the ability to withhold Elective Deferrals in cash for the purpose of transmitting the Elective Deferrals to the Plan pursuant to the Participant’s Salary Deferral Agreement. Additionally, the Employer may, on a uniform and nondiscriminatory basis, permit different salary deferral elections for different items of Compensation (e.g., a separate salary deferral election for bonuses), and may exclude for purposes of calculating Elective Deferrals one or more items of irregular pay (e.g., car allowance).

1.59 Elective Deferral. The term Elective Deferral means Employer contributions made at the election of the Participant in lieu of cash Compensation, and will include contributions made pursuant to a salary deferral agreement or other deferral mechanism. In any taxable year, a Participant’s Elective Deferral is the sum of all Employer contributions made on behalf of such Participant pursuant to an election to defer under (a)any qualified cash or deferred arrangement under Code §401(k); (b) any salary reduction simplified employee pension described in Code §408(k)(6); (c) any SIMPLE IRA Plan described in Code §408(p); (d) any plan under Code §501(c)(18); and (e)any Employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code §403(b) pursuant to a Salary Deferral Agreement. The term Elective Deferral includes Pre-Tax Elective Deferrals and Roth Elective Deferrals. An Elective Deferral must relate to Compensation that either would have been received in the Plan Year but for the Employee’s election to defer, or if elected by the Employer for ADP Test purposes, is attributable to services performed by the Employee in the Plan Year and, but for the Employee’s election to defer, would have been received within 21⁄2 months after the close of the Plan Year. If elected by the Employer for purposes of the ADP Test, then this Plan will provide for Elective Deferrals that relate to Compensation that would have been received after the close of a Plan Year to be considered for such prior Plan Year rather than the Plan Year in which the Compensation would have been received. Amounts described above that are allocated to a Participant’s Account and that exceed the maximum Annual Addition permitted under Section6.1 will not be considered Elective Deferrals.

c. ¨ Provisions do not apply to existing Participants (may not be selected with QACA) d. ¨ Provisions apply to existing Participants in accordance with the following (select one): 1. ¨ All Participants. All Participants, regardless of any prior Salary Deferral Agreement. 2. ¨ Affirmative Election of at least Automatic Deferral amount. All Participants, except those who have an Affirmative Election in effect on the effective date of the Automatic Deferral provisions that is at least equal to the Automatic Deferral amount and except as otherwise provided below with respect to the escalation of deferral provisions. 3. ¨ No existing Affirmative Election. All Participants, except those who have an Affirmative Election in effect on the effective date of the Automatic Deferral provisions and except as otherwise provided below with respect to the escalation of deferral provisions. 4. ¨ Escalation only. Escalation provisions in Part D. below apply to all Participants, including those who become Participants on or after the effective date of the escalation provisions, who have Affirmative Elections. No other Automatic Deferral provisions apply. If selected, complete 26.f. under Part C. below with the percentage at which escalation applies and complete 26.j. under Part D. (may not be selected with QACA) e. x Other (may not be used if a QACA): Participants without an affirmative election. This provision does not apply to Temporary Employees (must be definitely determinable in accordance with Regulation §1.401-1(b)(1)(ii)). NOTE: Option E.k.3. may be used to exclude other Participants from the Automatic Deferral provisions. NOTE: If an EACA and not a QACA and c. is selected (i.e., EACA does not apply to existing Participants), then the six-month period for relief from the excise tax under Code §4979(f)(1) will not apply. In addition, effective for Plan Years beginning on or after January 1, 2010, the six-month period for relief from the excise tax will only apply if all HCEs and NHCEs are covered Employees under the EACA for the entire Plan Year (or for the portion of the Plan Year that such Employees are Eligible Employees under the Plan within the meaning of Code §410(b)).

Effective November 1, 2014, Charles Trego, Phillip Baker and two other former executives entered into salary deferral agreements with us pursuant to which each agreed to defer portions of their salary for one year from the date of effectiveness of the salary deferral agreement. The deferred portions of the salaries were to be paid to each such employee by the earlier of December 31, 2015 and the occurrence of one of the following events: (i) consummation by us of any subsequent financing transactions with at least $6,000,000 in gross proceeds in the aggregate; (ii) a change in control of our company or (iii) a sale of all or substantially all of the assets of us. At December 31, 2014, the total deferred salaries amounted to $51,988. In May 2015, $32,250 of the December 2014 deferred salaries was paid to the Estate of Mr. DiGiancinto. Mr. Trego resigned as Chief Financial Officer in October 2015, and his stipend in the amount of $22,500 was paid. The remainder of the deferred amount has not yet been paid due to a covenant with our existing November 2015 investors to not repay such amounts until June 2016. At December 31, 2015, the total for the deferrals was $104,992. Such amounts have still not been repaid due to a covenant with our existing November 2015 investors to not repay such amounts until June 2016. Effective as of April 1, 2013, we entered into new three-year employment agreements with Phillip Baker and others who no longer work for us, which expire on March 31, 2016. The agreement is identical to the prior employment agreement in effect with each of the officers, except with respect to the new terms and as set forth below.