Employee Benefit Plan Agreement

EMPLOYEE BENEFIT PLAN AGREEMENT

This Employee Benefit Plan Agreement ("Agreement") is made as of by and between Employer Name: and Plan Administrator Name: .

RECITALS

WHEREAS, Employer Name maintains or intends to maintain an employee benefit plan for the benefit of its employees for purposes of providing retirement, welfare, or other permitted benefits under applicable law; and

WHEREAS, Employer desires to set forth the terms under which contributions, administration, eligibility, benefits, claims procedures, fiduciary responsibilities and related matters shall be governed with respect to the referenced plan; and

WHEREAS, Plan Administrator is willing to provide administrative and fiduciary services for the Plan subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below unless otherwise specified:

"Plan" means the employee benefit plan identified as Plan Name: , together with all trust instruments, summary plan descriptions, schedules, and governing documents incorporated herein by reference.

"Plan Year" commences on Month: and ends on Month: , or such other period as may be reflected in the controlling plan document.

2. ESTABLISHMENT AND PURPOSE

Employer hereby establishes and maintains the Plan for the exclusive benefit of eligible employees and their beneficiaries. The Plan's purpose is to provide the benefits set forth in the controlling plan document and to comply with applicable law. The Plan shall at all times be interpreted and administered in a manner consistent with its written terms and applicable legal requirements.

3. ELIGIBILITY AND PARTICIPATION

Eligibility requirements for participation in the Plan shall be those set forth in the Plan document. Initial eligibility shall be determined based upon continuous service, hours of service, and any waiting periods as follows: Waiting Period (if any): . Employer shall provide Plan Administrator written notice of eligibility determinations as required for administration.

4. CONTRIBUTIONS AND FUNDING

Employer shall make contributions to the Plan in the amounts and at the times required by the Plan document and applicable law. Employer's current contribution arrangement is described as: Contribution Arrangement: .

Funding Method: Insured Trust-funded Unfunded

5. VESTING

Vesting in benefits and employer contributions shall be governed by the vesting schedule set forth in the Plan document. A summary of the vesting schedule as currently adopted is provided below; any change to the schedule shall be made in accordance with Section 10 (Amendment and Termination).

6. BENEFITS, CLAIMS AND APPEALS

The Plan's benefits, claims procedures, internal review and appeal processes shall be administered in accordance with the Plan document and applicable law. Plan Administrator shall establish and maintain procedures for receipt, investigation and resolution of claims in a timely manner. A brief description of the claims procedures is provided below.

7. PLAN ADMINISTRATION; FIDUCIARY DUTIES

Plan Administrator shall administer the Plan in accordance with its terms and applicable law and shall perform fiduciary obligations with the care, skill, prudence and diligence that a prudent person acting in a like capacity would exercise. Plan Administrator shall maintain accurate records, deliver required notices, prepare or facilitate required filings, and provide reports to Employer as reasonably requested.

Employer retains ultimate responsibility as Plan sponsor to ensure funding and compliance with applicable law and agrees to indemnify Plan Administrator for liabilities arising from Employer's actions or failures to act, except to the extent resulting from Plan Administrator's gross negligence or willful misconduct.

8. REPORTING AND RECORDS; AUDIT

Plan Administrator shall maintain all records necessary for plan administration and shall furnish Employer with periodic reports regarding contributions, participant accounts, and other matters reasonably requested. Employer shall permit Plan Administrator and its representatives reasonable access to Employer's relevant records for the purpose of audit, investigation, or administration.

9. INDEMNIFICATION

Each party shall indemnify and hold harmless the other party, its officers, directors, employees and agents from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising from that party's breach of this Agreement, negligence, or willful misconduct. This indemnity shall survive termination of this Agreement to the fullest extent permitted by law.

10. AMENDMENT AND TERMINATION

Employer reserves the right to amend or terminate the Plan at any time to the extent permitted by the Plan terms and applicable law. Any amendment materially affecting Plan Administrator's duties shall be provided in writing at least 30 days prior to its effective date unless a shorter period is mutually agreed. Termination of the Plan shall be implemented and administered in accordance with the Plan document.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses shown below, or to such other address as a party may designate by notice in accordance with this Section. Notice shall be effective upon personal delivery, three days after deposit in the U.S. mail if mailed certified, or upon confirmed delivery by a nationally recognized overnight courier.

12. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Plan Administrator may assign administrative functions to qualified subcontractors provided Plan Administrator remains responsible for performance hereunder.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement, together with the Plan document, trust instruments, schedules, and any written attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity shall not affect any other provision, and the provision shall be reformed to reflect the parties' intent to the greatest extent permitted by law.

16. WAIVER

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party granting the waiver. The waiver of a breach shall not constitute a waiver of any subsequent breach.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be deemed original signatures for all purposes.

18. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect its interpretation. The parties agree to cooperate and execute such further documents and take such further actions as may be reasonably necessary to give effect to this Agreement and the Plan.

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