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1999 Public Agency Retirement System / Retirement PlanCity of La Quinta Public Agency Retirement System Supplementary Retirement Plan July 20, 1999 PLAN DOCUMENT F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc TABLE OF CONTENTS Article Page I. Recitals 3 II. Definitions 4 III. Eligible Employees 9 IV. Benefits 10 V. Contributions 20 VI. Investments 21 VII. Vesting 22 VIII. Administration 23 IX. Miscellaneous 24 F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 2 ARTICLE I RECITALS WHEREAS, the City of La Quinta ("Employer") has adopted the California Public Employees Retirement System ("PERS"), a tax qualified retirement plan maintained by the State of California for the benefit of eligible employees, and WHEREAS, the Employer has determined it is in the best interest of the Employer to provide supplemental retirement benefits to employees who participate in PERS and who meet the age, service and other requirements specified herein, NOW THEREFORE IT IS: RESOLVED, the provisions contained herein, hereafter called the City of La Quinta Public Agency Retirement System Supplementary Retirement Plan ("Supplement") are adopted along with the provisions of the Public Agency Retirement System Trust ("Trust") to provide supplemental retirement benefits to eligible employees of the Employer. These benefits shall be in addition to the benefits employees would otherwise receive from PERS, further, RESOLVED, the provisions of the Supplement and Trust shall establish multiple trusts of that single plan. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 3 ARTICLE 11 DEFINITIONS 2.1 'Plan Administrator' means the individual designated by the Employer to act on behalf of the Employer in all matters relating to the Supplement and the Trust. 2.2 'Beneficiary' means any person or persons, other than the Employer or the Trustee, designated by a Participant to receive any benefits which may be due upon the Participant's death. The Beneficiary of a married Participant shall be the Spouse of the Participant and may not be changed unless Spousal Consent is obtained. 2.3 'Code' means the Internal Revenue Code. 2.4 'Compensation' means all compensation for the Plan Year paid in cash by the Employer to an Eligible Employee for personal services. This definition of "Compensation" shall be subject to the following: (a) Compensation shall not include any amounts paid by reason of services performed on or after the date on which an Employee ceases to be an Employee. (b) Compensation shall not include, with respect to any Employee, in any Plan Year (or such other applicable period specifically designated in this Supplement), any compensation in excess of $200,000 as adjusted, in Plan Years beginning before January 1, 1994 and no more than $150,000 (as adjusted) in Plan Years beginning on or after that date. (c) For purposes of the Highly Compensated Employee and Family member definition: (1) Compensation shall mean total compensation as defined herein without regard to contributions made under Sections 125, 402(e)(3), 402(h)(1)(B) and, in the case of employer contributions made pursuant to a salary reduction agreement, 403(b) of the Code. (2) Compensation paid to a Participant for any Plan Year shall include all Compensation for that Plan Year paid to any Family Member (hereafter defined) who is a Participant in this Supplement during such Plan Year. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 4 (3) For purposes of applying the annual compensation limit under Section 401(a)(17) of the Code, the family unit of an Employee, who is either a 5% owner or is both a highly compensated employee and one of the ten most highly compensated employees, will be treated as a single employee with one compensation, and except for the purpose of determining Compensation below the plan's integration level, if applicable, the annual compensation limit will be allocated among the members of the family unit. The allocation will be made by allocating a portion of the total amount to be allocated to the Employee which is the same ratio to the total amount to be allocated as the ratio that the Compensation of the Employee bears to the total Compensation of all the Employees who are aggregated for purposes of this section. For this purpose, a family unit is the Employee who is a 5% owner or one of the ten most highly compensated Employees, the Employee's Spouse, and the Employee's lineal descendants who have not attained age 19 before the close of the year. 'Highly Compensated Employee' means any Employee who performed service for the Employer during the Determination Year who is described in one or more of the following groups: (A) a 5% owner, as defined in Section 416(I)(A)(iii) of the Code at any time during the Determination Year or in the Look Back Year, or (B) receives compensation in excess of $75,000, (indexed in accordance with Section 415(d) of the Code) during the Look Back Year, or (C) received compensation from an Employer in excess of $50,000 (indexed in accordance with Section 415(d) of the Code) during the Look Back Year and is a member of the top paid group for the Look Back Year, (D) is an officer, within the meaning of Section 416(i) of the Code during the Look Back Year and who receives compensation in the Look Back Year greater than 50% of the dollar limitation in effect under Section 415(b)(1)(A) for the calendar year in which the Look Back Year begins, or (E) is both described in paragraph (B), (C), or (D) above when these paragraphs are modified to substitute the Determination Year for the Look Back Year and one of the 100 employees who receives the most compensation from the Employer during the Determination Year. The Determination Year is the Plan Year for which determination of who is highly compensated is being made. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc CJ 'Look Back Year' is the 12 month period immediately preceding the determination Year. The top paid group consists of the top 20% of Employees ranked on the basis of compensation received during the year. For purposes of determining the number of employees in the top paid group, employees described in Section 414(q)(8) and Q. & A. 9(b) of Section 1.414(q)-IT of the regulations are excluded. The number of officers is limited to 50 (or, if lesser, the greater of 3 employees or 10% of employees) excluding those employees who may be excluded in determining the top paid group. When no officer has compensation in excess of 50% of the Section 415(b)(1)(A) limit, the highest paid officer is treated as highly compensated. Compensation is compensation within the meaning of Section 415(c)(3) including elective or salary reduction contributions to a cafeteria plan, cash or deferred arrangement or tax-sheltered annuity. Employers aggregated under Section 414(b), (c), (m) or (o) shall be treated as a single employer. 'Family Member' shall mean an Employee who is, on any one day of the Plan Year, a spouse, lineal ascendant, lineal descendant, or a spouse of an ascendant or descendant, including a legally adopted individual, of an individual who during the Plan Year was: (A) an active or former Employee and a five percent (5%) owner within the meaning of Section 416(i)(1)(B)(i) of the Code and the regulations thereunder, or (B) one of the ten most highly paid Highly Compensated Employees. 2.5 'Effective Date' means July 20, 1999. 2.6 'Eligible Employee' means any Employee who, pursuant to the provisions of Article III, is eligible for benefits under this supplement. 2.7 'Employee' means an employee of the Employer. 2.8 'Employer' means the City of La Quinta, a public agency that has adopted this Supplement subject to the terms of the Trust. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 6 2.9 'Final Pay' means the 1998-99 annual Compensation subject to PERS deductions. 2.10 'Hour of Service' means: (a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for the Employer during the applicable Plan Year. (1) Each hour for which an Employee is paid, or entitled to payment, by the Employer (irrespective of whether the employment relationship has terminated) on account of a period of time during which no duties are performed due to vacation, holiday, illness, disability, layoff, jury duty, military duty or a paid leave of absence during the applicable Plan Year. (2) For purposes of paragraph (1) above a leave of absence shall include the absence of an Employee due to pregnancy of the Employee, birth of a child of the Employee, placement of a child with the Employee in connection with the adoption of such child by the Employee or the caring for such child for a period beginning immediately following such birth or placement. If the normal number of Hours of Service cannot be determined for an Employee who is on sick leave or absence as described in this paragraph (2) then eight Hours of Service for each day while the Employee is absent shall be used. (b) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer. 2.11 'Normal Form of Benefit' means an annuity paid in equal fixed monthly payments over the life of the Participant. 2.12 'Normal Retirement Age' means age 55. 2.13 'Optional Form of Benefit' means an annuity paid in equal fixed monthly payments over the life of the Participant and with equal fixed monthly payments continued over the life of the designated Beneficiary if the Beneficiary is living at the death of the Participant. 2.14 'PARS' means the Public Agency Retirement System. 2.15 'Participant' means an Eligible Employee who has retired under PERS. 2.16 'PERS' means the California Public Employees' Retirement System. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 7 2.17 'Plan Year' means a period of twelve (12) consecutive months commencing July 1 and ending June 30. 2.18 'Public Agency' means a State, a political subdivision of a State, and any agency or instrumentality of a State or political subdivision of a State. 2.19 'Spouse' means the person to whom the Participant is married as of the earlier of the date on which the Participant's benefits commence or the date of the Participant's death. To the extent provided in any qualified domestic relations order a Participant's former Spouse may be treated as the surviving Spouse for purposes of this Supplement. 2.20 'Spousal Consent' means a written election signed by the Spouse to name someone other than the Spouse as Beneficiary and which names the non - Spouse Beneficiary. Such written election shall be witnessed by a Plan representative designated by the Administrator or a notary public and shall acknowledge the effect of such election on the rights of the Spouse. 2.21 'Supplement' means the City of La Quinta Public Agency Retirement System Supplementary Retirement Plan as adopted by the Employer on the Effective Date, the provisions of which are contained herein. 2.22 'Trust' means the Public Agency Retirement System Trust. 2.23 'Trustee' means the trustee of the Trust. 2.24 'Year of Service' means a period of twelve (12) consecutive months coinciding with the Plan Year. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 8 ARTICLE III ELIGIBLE EMPLOYEES 3.1 An Employee shall be eligible to receive benefits under this Supplement if he: (a) is the City Clerk employed by the Employer as of July 20, 1999, (b) is at least fifty (50) years of age; (c) is eligible to retire under PERS; (d) has completed at least five (5) or more years of full-time employment with the Employer; (e) has terminated employment with the Employer on or before September 15, 1999; and (f) has applied for benefits under this Supplement. 3.2 An Employee shall not be eligible to receive benefits under this Supplement if he is accruing credit for benefits under another defined benefit plan to which the Employer contributes. 3.3 An Employee shall begin participation the first of the month following the time he becomes eligible for benefits under this Article III. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 9 ARTICLE IV BENEFITS 4.1 Subject to the provisions of Section 4.3, the monthly amount of benefit shall be equal to the Normal Form of Benefit which is equivalent to a lump -sum contribution of $39,229.52 upon resignation from the Employer or $8,785.80 paid annually for five years upon resignation from the employer (hereafter, the "Supplemental Benefit"). 4.2 Form of Payment (a) The Supplemental Benefit shall be paid in the Normal Form of Benefit. (b) At the option of the Participant, the Supplemental Benefit shall be paid in an Optional Form of Benefit. (c) At the option of the Participant, and with the agreement of the Administrator, and upon completion of a form provided by the Administrator, the Benefit shall be paid in any other form which is actuarially equivalent to the Normal Form of Benefit. (d) The Participant's election of a form of benefit shall become irrevocable upon the Participant's retirement. (e) The Participant's designation of a Beneficiary for a benefit paid in the Optional Form of Benefit shall become irrevocable upon the Participant's retirement. 4.3 The monthly benefit payable to a Participant under this Supplement at any time will not exceed: (a) $7,500 (the "Dollar Limitation") or (b) 100% of the Participant's average monthly compensation as defined in Section 1.415-2(d) of the Income Tax Regulations during the three consecutive calendar years when the total compensation paid to him was the highest (the "Compensation Limitation") subject to the following: F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document(Vemion 3).doc 10 (1) The maximum shall apply to the pension payable to the Participant either as a joint and survivor pension or pursuant to an option where the contingent annuitant is the Participant's spouse; but if the pension is payable in a form other than the foregoing and other than the single -life pension, the maximum shall apply to the single -life pension which is the actuarial equivalent of such pension. (2) If benefits begin prior to a Participant's Social Security Retirement Age (as defined in Code Section 415(b)(8)), the Dollar Limitation applicable to such pension shall be equal to the actuarial equivalent of the Dollar Limitation where the Dollar Limitation is deemed to be a pension commencing at the Participant's Social Security Retirement Age. (3) If a pension begins after age 65, the maximum Dollar Limitation shall be the actuarial equivalent of the Dollar Limitation where the Dollar Limitation is deemed to be a pension commencing at Social Security Retirement Age. Solely for the purposes of this subsection (3) and subsection (2) above, the interest rate assumption shall be equal to 5%. (4) If the Participant has fewer than 10 years of plan participation, the Dollar Limitation and the $10,000 minimum limitation shall be multiplied by a fraction, the numerator of which is the number of years (computed to fractional parts of a year) of participation, and the denominator of which is 10. If the Participant has fewer than 10 Years of Service the Compensation Limitation shall be multiplied by a fraction, the numerator being the Participant's Years of Service (computed to fractional parts of a year) divided by a denominator of 10. (5) For all purposes of this Plan, the maximum Dollar Limitation of $7,500 shall be automatically increased as permitted by Treasury Department regulations to reflect cost -of -living adjustments. As a result of such an adjustment, a pension which had been limited by the provisions of this Section in a previous Plan Year may be increased with respect to future payments to the lesser of the adjusted Dollar Limitation amount or the amount of pension which would have been payable under this plan without regard to the provisions of this Section 4.3. Notwithstanding the foregoing, the otherwise permissible annual benefits may be further reduced to the extent necessary, as determined by the Employer, to prevent disqualification under Section 415 of the Internal Revenue Code which imposes the following additional limitations on the benefits payable to Participants who may also be participating in another tax qualified pension plan of the Employer. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 11 If the Employer maintains, or at any time maintained, a qualified defined contribution plan covering any Participant, the sum of the Participant's Defined Benefit Fraction and Defined Contribution Fraction will not exceed 1.0 for any Limitation Year (Plan Year). For purposes of this section Compensation shall mean all of each Participant's compensation (as that term is defined in Code 415(c)(3)). For any Self -Employed Individual covered under the Supplement, compensation will mean Earned Income. Compensation includes only that compensation which is actually paid to, or included in the gross income of, the Participant during the "applicable period". For this purpose, except as specified to the contrary elsewhere in this document, the applicable period will be the Plan Year unless applicable law mandates a different period, in which case the applicable period will be such legally required period. The annual compensation of each Participant taken into account under the Supplement for any year will not exceed $150,000, as adjusted by the Treasury Secretary at the same time and in the same manner as under Code 415(d), except that the dollar increase in effect on January 1 of any calendar year is effective for years beginning in such calendar year. If compensation is determined on a period of time that contains fewer than 12 calendar months, then the annual compensation limit is an amount equal to the annual compensation limit for the calendar year in which the compensation period begins multiplied by the ratio obtained by dividing the number of full months in the period by 12. In determining the compensation of a Participant for purposes of this limit, the rules of Code 414(q)(6) will apply, except in applying these rules, "family" will include only the Participant's spouse and any lineal descendants of the Participant who have not attained age 19 before the close of the year. If, as a result of the application of these rules, the adjusted $150,000 limit is exceeded, then (except for determining the portion of compensation up to the integration level), the limit will be prorated among the affected individual's compensation determined under this section before this limit is applied. If compensation for any prior plan year is taken into account in determining the employee's contributions or benefits for the current year, the compensation for such year is subject to the applicable annual compensation limit in effect for that prior year. Defined Benefit Fraction: A fraction, the numerator of which is the sum of the Participant's projected annual benefits under all the defined benefit FALANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 12 plans (whether or not terminated) maintained by the Employer, and the denominator of which is the lesser of 125% of the dollar limit determined for the Limitation Year under Code 415(b) and (d) or 140% of the highest average compensation, including any adjustments under Code 415(b). Notwithstanding the above, if the Participant was a Participant as of the first day of the first Limitation Year beginning after December 31, 1986, in one or more defined benefit plans maintained by the Employer that were in existence on May 6, 1986, the denominator of this fraction will not be less than 125% of the sum of the annual benefits under such plans that the Participant had accrued as of the close of the last Limitation Year beginning before January 1,1987, disregarding any changes in the terms and conditions of the plan after May 5, 1986. The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied Code 415 for all Limitation Years beginning before January 1, 1987. Defined Contribution Dollar Limitation: $30,000 or if greater, one-fourth of the defined benefit dollar limitation of Code 415(b)(1) as in effect for the Limitation Year. Defined Contribution Fraction: A fraction, the numerator of which is the sum of the Annual Additions to the Participant's account under all the defined contribution plans (whether or not terminated) maintained by the Employer for the current and all prior Limitation Years (including the Annual Additions attributable to the Participant's nondeductible employee contributions to all defined benefit plans, whether or not terminated, maintained by the Employer, and the Annual Additions attributable to all welfare benefit funds, as defined in Code 419(e), and individual medical accounts, as defined in Code 415(1)(2), maintained by the Employer), and the denominator of which is the sum of the maximum aggregate amounts for the current and all prior Limitation Years of service with the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum aggregate amount in any Limitation Year is the lesser of 125% of the dollar limitation determined under Code 415(b) and (d) in effect under Code 415(c)(1)(A) or 35% of the Participant's compensation for such year. If the Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31,1986 in one or more defined contribution plans maintained by' the Employer that were in existence on May 6, 1986, the numerator of this fraction will be adjusted if the sum of this fraction and the Defined Benefit Fraction would otherwise exceed 1.0 under the terms of this plan. Under the adjustment, an amount equal to the product of (i) the excess of the sum of the fractions over 1.0 times (ii) the denominator of this fraction, will be permanently subtracted from the F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 13 numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and is regarding any changes in terms and conditions made after May 5, 1986, but using the 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987. Employer: For purposes of this Article, Employer will mean the employer named herein and all members of a controlled group of corporations (as defined in Code 414(b) as modified by 415(h), all commonly controlled trades or businesses (as defined in 414(c) as modified by 415(h) or affiliated service groups (as defined in 414(m) of which the Employer is a part, and any other entity required to be aggregated with the Employer pursuant to regulations under 414(o). For purposes of the above limitation, all defined benefit plans of the Employer, whether or not terminated, are to be treated as one defined benefit plan and all defined contribution plans of the Employer, whether or not terminated, are to be treated as one defined contribution plan. (c) The annual benefit to which any Participant may be entitled to receive in the form of a straight life annuity, shall not exceed the lesser of $90,000 or 100% of the participant's highest three consecutive years average compensation (or fewer, if the participant does not have three consecutive years). (d) If a retirement benefit in any form other than a straight life annuity is offered, or if the Participant contributes or makes rollover contributions, then this benefit must be adjusted to a straight life annuity, beginning at the same age, which is the actuarial equivalent of such benefit. In order to determine actuarial equivalence of different forms of benefit payments, the interest rate assumption may not be less than the greater of 5 percent of the rate specified in the plan for determining actuarial equivalent for the particular form of retirement benefit. (e) If a retirement benefit is provided at or after age 62 but prior to the Participant's Social Security retirement age ("SSRA") then the benefit may not exceed an annual benefit of $90,000 reduced by (i) in the case of a participant whose SSRA is 65 , 5/9 of 1 % for each month by which benefits commence before the month in which the participant attains age 65, or (ii) in the case of a Participant whose SSRA is greater than 65, 5/9 of 1 % for each of the first 36 months and 5/12 of 1 % for each additional month (up to 24) by which benefits commence before the month in which the Participant attains SSRA. If the benefit began before age 62, the benefit must be limited to the actuarial equivalence F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 14 of the Participant's limitation for benefits commencing at age 62, with the reduced dollar limitation for such benefits further reduced for each month by which benefits commence before the month in which the Participant attains age 62. In order to determine actuarial equivalence for this purpose, the interest rate assumption used may not be less than the greater of 5% or the rate specified herein for determining actuarial equivalence for early retirement. SSRA is age 65 if the Participant was born before 1 /1 /38, age 66 if born before 1 /1 /55, and age 67 if born after 12/31 /54. (f) If benefits commence after Social Security retirement age ("SSRA"), the maximum dollar limitation on such benefit may be increased to an amount that is actuarially equivalent to the maximum dollar limitation on a benefit commencing at SSRA. The increased maximum benefit, however, must not exceed 100 percent of the Participant's high 3 year average compensation. The interest rate assumption used to determine actuarial equivalence for this purpose must be the lesser of 5% of the rate specified for determining actuarial equivalence herein for retirement after SSRA, and mortality may not be taken into account if there is no forfeiture upon death. (g) The limitations on benefits of Section 415(b) of the Code shall not apply where the total annual benefits payable to a Participant under this defined benefit plan and all other defined benefit plans of the Employer do not exceed $10,000 in the aggregate. Where a plan provides the $10,000 minimum limitation, the plan must provide that the minimum limitation is not applicable for a Participant whose employer maintains or has maintained a defined contribution plan in which such Employee participated. For purposes of the $10,000 minimum limitations the limitations shall be divided by a fraction which shall be: years of service with the employer as of and including the current limitation year divided by 10 and for purposes of the maximum dollar limitation the amount shall be multiplied by a fraction which shall be: years of participation with the employer as of, and including the current limitation year divided by 10. 4.4 Actuarial Equivalence (a) For the purpose of establishing actuarial equivalence between the Normal and Optional Form of benefit, the monthly amount of benefit payable under an Optional Form of Benefit shall be a fixed percentage of the monthly amount of benefit payable under the Normal Form of Benefit, as determined by the following table: F \LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 15 55 56 57 58 59 60 61 Participant naming a Beneficiary under Optional Form of Benefit (percentage payable) Age of Beneficiary 35 40 45 50 55 60 65 70 83.76% 82.71 % 81.60% 80.45% 79.23% 77.96% 76.63% 62 75.22% Age of Participant 63 73.76% 64 72.20% 65 70.63% 66 68.98% 67 67.27% 68 65.50% 69 63.69% 70 61.84% 84.87% 83.83% 82.74% 81.60% 80.39% 79.13% 77.80% 76.40% 74.93% 73.40% 71.80% 70.13% 68.41 % 66.63% 64.80% 62.93% 86.24% 85.23% 84.17% 83.05% 81.87% 80.63% 79.31 % 77.92% 76.46% 74.93% 73.33% 71.66% 69.93% 68.14% 66.29% 64.40 % 87.85% 86.90% 85.89% 84.82% 83.68% 82.48% 81.19% 79.83% 78.40% 76.89% 75.30% 73.63% 71.90% 70.11 % 68.25% 66.35% 89.66% 88.80% 87.87% 86.87% 85.90% 84.67% 83.45% 82.15% 80.77% 79.30% 77.75% 76.12% 74.41 % 72.62% 70.77% 68.86% 91.58% 93.48% 95.22% 90.83% 92.86% 94.75% 90.01 % 92.18% 94.23% 89.13% 91.44% 93.65% 88.17% 90.64% 93.02% 87.14% 89.76% 92.31 % 86.03% 88.30% 91.53% 84.83% 83.54% 82.16% 80.69% 79.13% 77.48% 75.75% 73.94% 72.06% 87.74% 86.60% 85.36% 84.02% 82.59% 81.06% 79.43% 77.72% 75.92% 90.67% 89.72% 88.68% 87.54% 86.30% 84.95% 83.51 % 81.97% 80.33% Percentages shall be determined by month of age using straight-line interpolation between the figures provided therein. (b) For the purposes of establishing actuarial equivalence between the Normal Form of Benefit and other forms of benefit, as determined under 4.2(c), the mortality assumption shall be 1983 GAM with 6.00% interest per annum and 6.00% load, and the interest assumption shall be 6.00% per annum. The present value of benefits shall be equal based on these assumptions. 4.5 An employee who is a Participant will have his entire interest distributed in accordance with Section 401(a)(9) of the Code. A Participant's entire interest will be: (a) Distributed commencing not later than the required beginning date (in accordance with Internal Revenue Service regulations) and must be made over one of the following periods (or a combination thereof): (1) the life of the Participant, (2) the lives of the Participant and a designated Beneficiary, F:\LANCE\PARS_SRP\CLIENTS\Laduinta\Plan Document (Version 3).doc 16 (3) a period not extending beyond the life expectancy of the Participant, or (4) a period not extending beyond the life expectancy of the Participant and a designated Beneficiary. (b) The required beginning date for purposes of this Section shall be the April 1 st of the calendar year following the later of: (1) the calendar year in which the Participant attains age 701/2, or (2) the calendar year in which the Participant retires. (c) For purposes of this Article, life expectancy of the Participant and life expectancy of the Participant and designated Beneficiary will be computed using the return multiples contained in Section 1.72-9 of the Income Tax Regulations. A Participant's life expectancy (and his Spouse's life expectancy) may not be recalculated. (d) Distribution of a Participant's interest will be made in accordance with Section 401(a)(9) of the Code and the provisions of such Code section will supersede any provision which may be inconsistent with such Code section. (e) If distribution is considered to have commenced in accordance with the Regulations before the Participant's death, the remaining interest will be distributed as least as rapidly as under the method of distribution being used as of the date of the Participant's death. If the Participant dies before the time when distribution is considered to have commenced in accordance with the Regulations, the method of distribution shall satisfy the following requirements: (a) any remaining portion of the Participant's interest that is not payable to a beneficiary designated by the Participant will be distributed within five years after the Participant's death; and (b) any portion of the Participant's interest that is payable to a beneficiary designated by the Participant will be distributed either (i) within five years after the Participant's death, or (ii) over the life of the beneficiary or over a period certain not to extend beyond the life expectancy of the beneficiary, commencing not later than the end of the calendar year following the calendar year in which the Participant died (or, if the designated beneficiary is the Participant's surviving spouse, commencing not later than the end of the calendar year following the calendar year in which the Participant would have attained age 701/2). 4.6 Distributions made to a Participant's designated Beneficiary under this Plan shall be incidental to the primary purpose of providing benefits to FALANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 17 Participants and such distributions will be made in accordance with Section 401(a)(9) of the Code. 4.7 In no event shall the annuity commencement date of a Participant who becomes entitled to benefits under this Supplement be later than the 60th day after the close of the Plan Year in which the latest of the following events occurs: (a) The Participant reaches his normal retirement date; (b) The Participant qualifies for permanent and total disability; (c) The Participant terminates employment with the Employer. Notwithstanding the above, a Participant may make written application to the Administrator for a deferred annuity commencement date which may be the first day of any month subsequent to the latest date specified in (a), (b) or (c) above but in no event will such date be later than the required beginning date specified in this Article. 4.8 Direct Rollovers (a) This section applies to all distributions made on or after January 1, 1993. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee's election under this plan, a distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. (b) Definitions (i.) Eligible rollover distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Internal Revenue Code; and the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). F:\LANCE\PARS_SRP\CLIENTS\LaOuinta\Plan Document (Version 3).cloc 18 (ii.) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the distributee's eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or an individual retirement annuity. (iii.) Distributee: A distributee includes an Employee or former Employee. In addition, the Employee's or the former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a qualified domestic relations order, defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse. (iv.) Direct Rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee. 4.9 All defined contribution plans (including voluntary employee contribution accounts in a defined benefit plan) and key employee accounts under a welfare benefit plan described in Section 419 of the Internal Revenue Code, as well as employer contributions allocated to an IRA of Employee, whether or not terminated, will be treated as one defined contribution plan for purposes of the limitations under Section 415(c) of the Code. If the Employer is a member of a controlled group of corporations or commonly controlled trades or businesses, or a member of an affiliated service group, within the meaning of Sections 414(b), (c), or (m) and 415(g) and (h) of the Code, all such employers shall be treated as a single employer for purposes of the Plan's application of the Code Section 415 limitations. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).Wc 19 ARTICLE V CONTRIBUTIONS 5.1 Forfeitures arising under the Supplement shall be applied to reduce Employer contributions. 5.2 All assets shall be held and used for the exclusive benefit of Eligible Employees and their Beneficiaries. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 20 ARTICLE VI INVESTMENTS 6.1 Investment of Trust assets shall be governed by the following provisions as indicated by the initials of the Plan Administrator: (a) Yes ` -' No Pursuant to Section 4.1(a)(2) of the Trust, the Administrator hereby appoints the Trustee as the fiduciary with respect to the authority and duty to direct the investment and management of all Trust assets. (b) Yes No�� Pursuant to Section 4.1(a)(2) of the Trust, and subject to the acceptance of the Trustee, the Administrator hereby appoints as the fiduciary with respect to the authority and duty to direct the investment and management of all Trust assets. The following statement of investment policy shall govern the investment of the Trust assets, subject to the acceptance of such assets by the Trustee: (c) Yes Now'`--/ Pursuant to Section 4.1(a)(2) of the Trust, the Administrator shall remain the fiduciary with respect to the authority and duty to direct the investment and management of all Trust assets. The following statement of investment policy shall govern the investment of the Trust assets, subject to the acceptance of such assets by the Trustee: F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc L1 ARTICLE VII VESTING 7.1 Each Participant shall have a nonforfeitable right to his benefit under this Supplement upon meeting the requirements of Article III. 7.2 If the Plan's vesting schedule is amended or the Plan is amended in any way that directly or indirectly affects the computation of a Participant's nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to or from a top heavy vesting schedule, each Participant with at least three years of service with the Employer may elect within a reasonable period after the adoption of the amendment or change to have his nonforfeitable percentage computed under the Plan without regard to such amendment or change Election Period. The period during which the election may be made will begin with the date the amendment is adopted or deemed to be made and will end on the latest of: i.) 60 days after the amendment is adopted; ii.) 60 days after the amendment becomes effective; or iii.) 60 days after the Participant is issued written notice of the amendment by the Employer or Plan Administrator. 7.3 A top heavy vesting schedule shall mean: A vesting schedule under which an employee who has completed 3 years of service with the Employer has a nonforfeitable right to 100% of his accrued benefit. F:\LANCE\PARS_SRP\CLIENTS\LaQulnta\Plan Document (Version 3).doc 22 ARTICLE VIII ADMINISTRATION 8.1 The Employer shall designate an individual to serve as the Plan Administrator. The Plan Administrator shall act on behalf of the Employer in all matters relating to the Supplement and Trust, and any subsequent Supplements permitted by this Plan. 8.2 The Plan Administrator shall keep accurate books and records with respect to Participants, their service with the Employer and their compensation and shall certify the same to the Trustee. 8.3 The Plan Administrator, in interpreting any provision of this Supplement or in making any judgment or determination with respect to any person hereunder, shall apply uniform rules in a like manner to all persons under similar conditions. 8.4 In any case where the provisions of this Supplement require the consent or approval of the Plan Administrator of an election or request made by an Employee, Participant or Beneficiary, the Plan Administrator shall act on such election or request as promptly as shall be reasonable in the circumstances. 8.5 The Trustee shall advise the Plan Administrator of any changes in applicable law, regulations or proposed regulations which require the Employer to amend the Supplement or otherwise take action to maintain the qualified status of the Supplement. F:\LANCE\PARS_SRP\CLIENTS\LaQuinta\Plan Document (Version 3).doc 23 ARTICLE IX MISCELLANEOUS 9.1 Attachment and Assignment of Benefits (a) To the maximum extent permitted by law, the benefits or payments herein provided shall not in any way be liable to attachment, garnishment or other process, or be seized, taken, appropriated or applied by any legal or equitable process, to pay any debt or liability of any Participant. Except as otherwise permitted by law or by an order, decree or judgment issued pursuant to a Qualified Domestic Relations Order, benefits or payments under this Supplement may not be assigned. In the event of any conflict between provisions of this Supplement and the terms of any description issued in conjunction with the Supplement, the provisions of this Supplement shall control. (b) For purposes of this Supplement a "Qualified Domestic Relations Order" means a domestic relations order (as specified below) which creates or recognizes the existence of an alternate payee's (any spouse, former spouse, child or other dependent of a Participant) right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable to a Participant. A domestic relations order means any judgment, decree or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant and is made pursuant to a state domestic relations order. Such order (a) must clearly specify (1) the name and last known mailing address (if any) of the Participant and the alternate payee covered by the order, (2) the amount or percentage of the Participant's benefit to be paid by the Supplement to each alternate payee, or the manner in which such amount or percentage is to be determined, (3) the number of payments or period to which such order applies, and (4) the name of each plan to which such order applies, and (b) must not require (1) the Supplement to provide any type or form of benefits, or any option, not otherwise provided under the Supplement, or (2) provide increased benefits, and (3) the payment of benefits to an alternate payee which are required to be paid to another alternate payee under another previously Qualified Domestic Relations Order. The provisions relating to the establishment of a Qualified Domestic Relations Order and the payment of any benefits to an alternate payee shall be applied in the method and manner which is consistent with Section 414(p) of the Code. F:\LANCE\PARS_SRP\CLIENTS\LaDuinta\Plan Document (Version 3).doc 24 9.2 As used herein, the masculine shall include feminine and the singular shall include the plural, where applicable. 9.3 The Employer shall have the right to amend this Supplement. No amendment, however, shall reduce a Participant's accrued benefit. Such amendments shall not be effective until received and acknowledged by the Trust and the Trust Administrator. Executed this Ytllday of , 19 '-) 7, at California. Signature of Plan Administrator 7-Aot ia5 19 6ena ✓-eSe Name of Plan Administrator G.-1y "Verna I-Cr Title of Administrator La 0 /IiL-/k Name of Employer Suture of Trustee FyR4 MiLTMI". l''F1'.'i:�ai� ` .i 'a & IAVST 0F?9 : E f I F:\LANCE\PARS_SRP\CLIENTS\LaDuinta\Plan Document (Version 3).doc 25