As filed with the Securities and Exchange Commission on October 30, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE GORMAN-RUPP COMPANY
(Exact name of Registrant as specified in its Charter)
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| OHIO |
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34-0253990 |
| (State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
600 South Airport Road, Mansfield, Ohio 44903
(Address of principal executive offices, including zip code)
THE GORMAN-RUPP COMPANY
401(k) Plan
(Full Title
of the Plan)
Brigette A. Burnell, General Counsel and Secretary
The Gorman-Rupp Company
600 South Airport Road, Mansfield, Ohio 44903
(419) 755-1011
(Name,
address and telephone number, including area code, of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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| Non-accelerated filer |
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¨ |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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| Title of securities to be registered |
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Amount
to be
registered (1) |
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Proposed
maximum offering
price per share (2) |
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Proposed
maximum aggregate
offering price |
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Amount of
registration fee |
| Common Shares, without par value |
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150,000 |
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$27.58 |
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$4,137,000 |
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$416.60 |
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| (1) |
Pursuant to Rule 416(a)-(b) under the Securities Act of 1933, as amended (the “Securities Act”), the number of Common Shares being registered hereunder may be increased from time to time in order to
prevent dilution resulting from any stock split, stock dividend or similar transaction. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein. |
| (2) |
The registration fee has been calculated, and the offering price estimated, in accordance with the Rules 457(c) and (h) under the Securities Act upon the basis of the average of the high and low sales prices
of Common Shares as reported on the NYSE MKT on October 27, 2015, which was $27.58 per Common Share. |
Explanatory Note
The Gorman-Rupp Company (the “Company” or the “Registrant”) previously filed registration statements on Form S-8
registering its Common Shares, without par value, that may be offered under The Gorman-Rupp Company 401(k) Plan (as amended and/or restated to date, the “Plan”) from time to time. The most recent such prior registration statement is File
No. 333-105682 filed on May 30, 2003 covering 300,000 shares. The Company is filing this registration statement to register 150,000 additional Common Shares that may be offered under the Plan from time to time.
It is not presently anticipated that either treasury shares or original issue shares of the Company will be issued under the Plan, and
therefore no such shares are hereby registered. The Company contemplates that the Plan trustee will purchase Common Shares for the accounts of the participants on the open market or otherwise from sources other than the Company. The number of shares
registered hereunder represents the estimated maximum number of presently outstanding Common Shares that could be purchased under the Plan with employee and Company contributions based upon the closing price of Common Shares of $26.80 on the NYSE
MKT on October 27, 2015.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The Company will send or give to all participants in the Plan document(s) containing the information required by Part I of Form S-8, as
specified in Rule 428(b)(1) promulgated by the Commission under the Securities Act. In accordance with Rule 428, the Company has not filed such document(s) with the Securities and Exchange Commission (the “Commission”), but such documents
(along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company or the Plan with the Commission pursuant to the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and are hereby incorporated by reference in this Registration Statement:
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1. |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014; |
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2. |
The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2014; |
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3. |
The Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015; |
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4. |
The Company’s Current Reports on Form 8-K filed on April 28, 2015 and May 4, 2015; and |
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5. |
The description of the Company’s Common Shares contained in the Registration Statement on Form 8-A filed on October 1, 1971 (file no. 001-06747) and any amendment or report filed for the purpose of updating
that description, |
other than the portions of such documents that, by statute or rule, by designation in such document or otherwise, are not
deemed to be filed with the Commission or are not required to be incorporated herein by reference.
All documents subsequently filed by
the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents, other than the portions of such documents that by statute or rule, by designation in such document or
otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.
Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of
Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers
Section 1701.13(E) of the Ohio Revised Code sets forth the conditions and limitations governing a corporation’s indemnification of
officers, directors and other persons. Section 1701.13(E) provides that a corporation shall have the power to indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation in a similar capacity with another corporation or other entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in
connection therewith if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal proceeding, had no reasonable cause to believe
that his or her conduct was unlawful.
With respect to a suit by or in the right of the corporation, indemnity may be provided to the
foregoing persons under Section 1701.13(E) on a basis similar to that set forth above, except that no indemnity may be provided in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation
unless and to the extent that the court of common pleas or the court in which such action, suit or proceeding was brought determines that despite the adjudication of liability but in view of all the circumstances of the case such person is entitled
to indemnity for such expenses as the court deems proper.
Moreover, Section 1701.13(E) provides for mandatory indemnification of a director, officer,
employee or agent of the corporation to the extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit
or proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13(E) establishes provisions for determining whether a given person is entitled
to indemnification, and also provides that the indemnification provided by or granted under Section 1701.13(E) is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any articles,
regulations, agreement, vote of shareholders or disinterested directors or otherwise.
The general effect of Article IV of the
Company’s Regulations is to provide for the indemnification of its directors, officers and employees to the full extent permitted by applicable law, on terms generally consistent with the statutory authority in Section 1701.13(E) of the
Ohio Revised Code. Article IV of the Company’s Regulations further provides that such indemnification is not exclusive of any other rights to which those seeking indemnification may be entitled, including under the Company’s Articles of
Incorporation or any agreement, vote of shareholders or disinterested directors or otherwise.
The Company has entered into
Indemnification Agreements (the “Indemnification Agreements”) with each present director and such officers of the Company and its subsidiaries as have been designated by the Board of Directors and expects to enter into similar agreements
with its directors and certain officers elected or appointed in the future at the time of their election or appointment. The effect of the Indemnification Agreements is to provide for mandatory indemnification of an officer or director of the
Company, or of an individual who serves at the request of the Company as an officer, director, member, manager, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other entity or
enterprise, whether or not for profit, if the individual meets certain standards of conduct required by the Indemnification Agreements. The Indemnification Agreements provide indemnification to an individual who was or is a party to any threatened,
asserted, pending or completed claim, demand, action, suit or proceeding, including those made, instituted or conducted by the Company. The Indemnification Agreements also contemplate indemnification in connection with arbitrative, administrative
and investigative proceedings as well as criminal and civil claims, demands, actions, suits or proceedings.
The Company also maintains
insurance covering certain liabilities of the directors and officers of the Company and its subsidiaries.
Item 7. Exemption from Registration
Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index
immediately preceding the exhibits is incorporated herein by reference.
No original issue Common Shares of the Company are hereby
registered. In accordance Item 8(a) of Form S-8, therefore, no opinion as to the legality of the shares is included in this filing.
The Company has submitted or will submit the Plan and any amendment thereto to the Internal Revenue Service (“IRS”) in a timely
manner, and has made or will make all changes required by the IRS in order to qualify the Plan.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected
in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act,
each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, State of Ohio, on this 30th day of October, 2015.
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THE GORMAN-RUPP COMPANY |
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| By: |
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/s/ BRIGETTE A. BURNELL |
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Brigette A. Burnell, |
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General Counsel and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated below on October 30, 2015.
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| Signature |
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Title |
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| *JEFFREY S. GORMAN
Jeffrey S. Gorman |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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| *WAYNE L. KNABEL
Wayne L. Knabel |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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| *JAMES C. GORMAN
James C. Gorman |
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Director |
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| *M. ANN HARLAN
M. Ann Harlan |
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Director |
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| *THOMAS E. HOAGLIN
Thomas E. Hoaglin |
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Director |
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| *CHRISTOPHER H. LAKE
Christopher H. Lake |
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Director |
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| *KENNETH R. REYNOLDS
Kenneth R. Reynolds |
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Director |
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| *RICK R. TAYLOR
Rick R. Taylor |
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Director |
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| *W. WAYNE WALSTON
W. Wayne Walston |
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Director |
| * |
The undersigned, by signing her name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the Registrant and by the above-named officers and directors of the Registrant
and filed with the Securities and Exchange Commission on behalf of such Registrant, officers and directors. |
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| October 30, 2015 |
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By: |
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/s/ BRIGETTE A. BURNELL |
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Brigette A. Burnell |
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Attorney-in-Fact |
The Plan
Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, State of Ohio, on this 30th day of October, 2015.
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| THE GORMAN-RUPP COMPANY 401(k) PLAN |
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| By: The Gorman-Rupp Company, as Plan
Administrator |
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| By: /s/ JEFFREY S. GORMAN |
| Jeffrey S. Gorman, Committee
Member |
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| By: /s/ WAYNE L. KNABEL |
| Wayne L. Knabel, Committee
Member |
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| By: /s/ RONALD D. PITTENGER |
| Ronald D. Pittenger, Committee
Member |
EXHIBIT INDEX
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| Exhibit
Number |
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Exhibit
Description |
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| 4(a) |
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The Company’s Amended Articles of Incorporation, as amended (incorporated herein by this reference from Exhibits (3)(4) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010) (File
No. 001-06747) |
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| 4(b) |
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The Company’s Amended Regulations (incorporated herein by this reference from Exhibits (3)(ii)(4) of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (File No.
001-06747) |
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| 4(c) |
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The Gorman-Rupp Company 401(k) Plan (as Amended and Restated as of January 1, 2010), including Amendment Nos. 1 and 2 thereto (filed herewith) |
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| 23(a) |
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Consent of Ernst & Young LLP (filed herewith) |
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| 23(b) |
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Consent of Meaden & Moore, Ltd. (filed herewith) |
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| 24(a) |
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Certified Resolutions of the Company’s Board of Directors (filed herewith) |
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| 24(b) |
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Power of Attorney of Directors and Officers (filed herewith) |
Exhibit 4(c)
THE GORMAN-RUPP COMPANY 401(k) PLAN
(As Amended and Restated as of January 1, 2010)
THE GORMAN-RUPP COMPANY 401(k) PLAN
(As Amended and Restated as of January 1, 2010)
TABLE OF CONTENTS
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Page |
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| ARTICLE I - |
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DEFINITIONS AND CONSTRUCTION |
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1 |
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| Section 1.1 |
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Definitions |
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1 |
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Account and Sub-Account |
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1 |
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| (2) |
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Act |
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1 |
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| (3) |
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Administrator or Plan Administrator |
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1 |
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| (4) |
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Automatic Salary Reduction Election |
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1 |
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| (5) |
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Base Compensation |
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1 |
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| (6) |
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Before-Tax Contributions |
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2 |
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| (7) |
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Before-Tax Contributions Sub-Account |
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2 |
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| (8) |
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Beneficiary |
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2 |
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| (9) |
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Code |
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3 |
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| (10) |
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Committee |
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3 |
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| (11) |
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Company |
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3 |
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| (12) |
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Contributing Member |
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3 |
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| (13) |
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Controlled Group |
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4 |
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| (15) |
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Covered Employee |
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4 |
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| (16) |
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Credited Compensation |
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4 |
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| (17) |
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Eligible Employee |
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5 |
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| (18) |
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Employee |
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5 |
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| (19) |
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Employer |
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5 |
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| (20) |
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Employer Age and Service Contributions |
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5 |
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| (21) |
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Employer Age and Service Contributions Sub-Account |
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5 |
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| (22) |
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Employer Contributions |
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5 |
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| (23) |
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Employer Matching Contributions |
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6 |
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| (24) |
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Employer Matching Contributions Sub-Account |
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6 |
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| (25) |
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Employer Profit Sharing Contributions |
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6 |
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| (26) |
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Employer Profit Sharing Contributions Sub-Account |
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6 |
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| (27) |
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Employment Commencement Date |
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6 |
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| (28) |
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Employment Severance and Employment Severance Date |
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6 |
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| (29) |
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Fiduciary |
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6 |
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| (30) |
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Flo-Pak Plan |
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6 |
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| (31) |
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Flo-Pak Plan Employee Contributions |
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7 |
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| (32) |
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Flo-Pak Plan Employer Contributions |
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7 |
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| (33) |
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Flo-Pak Plan Employee Contributions Sub-Account |
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7 |
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| (34) |
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Flo-Pak Plan Employer Contributions Sub-Account |
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7 |
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| (35) |
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Former Flo-Pak Plan Member |
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7 |
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| (36) |
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Gorman-Rupp Stock |
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7 |
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| (37) |
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Gorman-Rupp Stock Fund |
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7 |
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| (38) |
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Hardship |
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7 |
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| (39) |
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Hour of Service |
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8 |
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| (40) |
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Investment Fund |
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8 |
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| (41) |
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Member |
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8 |
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| (42) |
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Named Fiduciaries |
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9 |
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| (43) |
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Normal Retirement Date |
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9 |
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| (44) |
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Period of Severance and 1-Year Period of Severance |
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9 |
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| (45) |
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Plan |
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10 |
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(46) |
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Plan Year |
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10 |
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| (47) |
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Post-2007 Employee |
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10 |
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| (48) |
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Post-2007 Member |
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10 |
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| (49) |
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Reemployment Commencement Date |
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10 |
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| (50) |
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Restricted Employer Matching Contributions |
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10 |
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| (51) |
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Rollover Contributions |
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10 |
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| (52) |
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Rollover Contributions Sub-Account |
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10 |
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| (53) |
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Salary Reduction Agreement |
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10 |
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| (54) |
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Service and Years of Service |
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11 |
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| (55) |
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Spouse |
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12 |
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| (56) |
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Trust |
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12 |
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| (57) |
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Trust Agreement |
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12 |
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| (58) |
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Trust Fund |
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12 |
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| (59) |
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Trustee |
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12 |
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| (60) |
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Valuation Date |
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12 |
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| (61) |
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Vested Interest |
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12 |
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| Section 1.2 |
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Construction |
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13 |
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| ARTICLE II - |
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ELIGIBILITY AND MEMBERSHIP |
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15 |
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| Section 2.1 |
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Eligible Employee |
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15 |
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| Section 2.2 |
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Commencement of Membership |
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15 |
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| Section 2.3 |
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Contributing Membership |
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15 |
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| Section 2.4 |
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Duration of Membership |
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16 |
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| Section 2.5 |
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Former Flo-Pak Plan Member |
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16 |
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| ARTICLE III - |
|
BEFORE-TAX AND ROLLOVER CONTRIBUTIONS |
|
|
17 |
|
|
|
|
| Section 3.1 |
|
Amount of Contributions |
|
|
17 |
|
|
|
|
| Section 3.2 |
|
Payments to Trustee |
|
|
17 |
|
|
|
|
| Section 3.3 |
|
Changes in Contributions |
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
| Section 3.4 |
|
Suspension and Resumption of Contributions |
|
|
18 |
|
|
|
|
| Section 3.5 |
|
Rollover Contributions |
|
|
18 |
|
|
|
|
| Section 3.6 |
|
Catch-Up Before-Tax Contributions |
|
|
18 |
|
|
|
|
| ARTICLE IV - |
|
EMPLOYER CONTRIBUTIONS |
|
|
20 |
|
|
|
|
| Section 4.1 |
|
Amount of Employer Contributions |
|
|
20 |
|
|
|
|
| Section 4.2 |
|
Time for Making Employer Contributions |
|
|
20 |
|
|
|
|
| Section 4.3 |
|
Return of Employer Contributions |
|
|
21 |
|
|
|
|
| Section 4.4 |
|
Allocation of Employer Matching Contributions |
|
|
21 |
|
|
|
|
| Section 4.5 |
|
Funding Policy |
|
|
22 |
|
|
|
|
| Section 4.6 |
|
Employer Age and Service Contributions |
|
|
22 |
|
|
|
|
| ARTICLE V - |
|
LIMITATIONS ON CONTRIBUTIONS |
|
|
24 |
|
|
|
|
| Section 5.1 |
|
Limitation on Deferrals |
|
|
24 |
|
|
|
|
| Section 5.2 |
|
Limitation on Before-Tax Contributions |
|
|
25 |
|
|
|
|
| Section 5.3 |
|
Limitation on Matching Contributions |
|
|
27 |
|
|
|
|
| Section 5.4 |
|
Monitoring Procedures |
|
|
30 |
|
|
|
|
| Section 5.5 |
|
Limitation on Individual Allocations |
|
|
31 |
|
|
|
|
| Section 5.6 |
|
Definitions for Limitations Provisions |
|
|
33 |
|
|
|
|
| Section 5.7 |
|
Limitation on Employer Contributions |
|
|
33 |
|
|
|
|
| ARTICLE VI - |
|
INVESTMENT OF CONTRIBUTIONS |
|
|
34 |
|
|
|
|
| Section 6.1 |
|
Investment Funds |
|
|
34 |
|
|
|
|
| Section 6.2 |
|
Account; Sub-Account |
|
|
34 |
|
|
|
|
| Section 6.3 |
|
Reports |
|
|
35 |
|
|
|
|
| Section 6.4 |
|
Investment of Contributions |
|
|
35 |
|
|
|
|
| Section 6.5 |
|
Directions to Trustee |
|
|
36 |
|
|
|
|
| Section 6.6 |
|
Loans to Members |
|
|
36 |
|
|
|
|
| ARTICLE VII - |
|
MAINTENANCE AND VALUATION OF MEMBERS’ ACCOUNTS |
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
| Section 7.1 |
|
Valuation of Investment Funds |
|
|
41 |
|
|
|
|
| Section 7.2 |
|
Procedures in Making Allocations and Corrections |
|
|
42 |
|
|
|
|
| Section 7.3 |
|
Registration and Voting of Gorman-Rupp Stock |
|
|
43 |
|
|
|
|
| Section 7.4 |
|
Tender or Sale of Gorman-Rupp Stock |
|
|
44 |
|
|
|
|
| ARTICLE VIII - |
|
VESTING, DISTRIBUTIONS AND WITHDRAWALS |
|
|
46 |
|
|
|
|
| Section 8.1 |
|
Nonforfeitable Member Interests |
|
|
46 |
|
|
|
|
| Section 8.2 |
|
Distributions on Death While an Employee |
|
|
47 |
|
|
|
|
| Section 8.3 |
|
Distributions on Other Employment Severance |
|
|
47 |
|
|
|
|
| Section 8.4 |
|
Distributions on Death after Employment Severance |
|
|
49 |
|
|
|
|
| Section 8.5 |
|
Time of Distribution |
|
|
49 |
|
|
|
|
| Section 8.6 |
|
Withdrawal on Hardship |
|
|
50 |
|
|
|
|
| Section 8.7 |
|
Other Withdrawals |
|
|
52 |
|
|
|
|
| Section 8.8 |
|
Order of Distributions and Withdrawals |
|
|
53 |
|
|
|
|
| Section 8.9 |
|
Facility of Payment |
|
|
53 |
|
|
|
|
| Section 8.10 |
|
Duplication of Benefits |
|
|
53 |
|
|
|
|
| Section 8.11 |
|
Transfers of Eligible Rollover Distributions |
|
|
54 |
|
|
|
|
| Section 8.12 |
|
Distribution of Gorman-Rupp Stock |
|
|
56 |
|
|
|
|
| Section 8.13 |
|
Distributions Pursuant to a QDRO |
|
|
56 |
|
|
|
|
| Section 8.14 |
|
Distributions Pursuant to Section 401(a)(9) of the Code |
|
|
56 |
|
|
|
|
| ARTICLE IX - |
|
ADMINISTRATION OF THE TRUST FUND |
|
|
65 |
|
|
|
|
| Section 9.1 |
|
Appointment of Trustee |
|
|
65 |
|
|
|
|
| Section 9.2 |
|
Duties of Trustee |
|
|
65 |
|
|
|
|
| Section 9.3 |
|
The Trust Fund |
|
|
65 |
|
|
|
|
| Section 9.4 |
|
No Guarantee Against Loss |
|
|
65 |
|
|
|
|
| Section 9.5 |
|
Payment of Benefits |
|
|
66 |
|
|
|
|
| Section 9.6 |
|
Compensation and Expenses |
|
|
66 |
|
|
|
|
|
|
|
|
|
|
|
| Section 9.7 |
|
No Diversion of Trust Fund |
|
|
66 |
|
|
|
|
| Section 9.8 |
|
Transfer to this Plan from Other Plans |
|
|
67 |
|
|
|
|
| ARTICLE X - |
|
ADOPTION OF THE PLAN BY OTHER EMPLOYERS |
|
|
68 |
|
|
|
|
| Section 10.1 |
|
Adoption |
|
|
68 |
|
|
|
|
| Section 10.2 |
|
Withdrawal of Employer |
|
|
68 |
|
|
|
|
| Section 10.3 |
|
Withdrawal of Employee Group |
|
|
68 |
|
|
|
|
| ARTICLE XI - |
|
THE COMMITTEE |
|
|
70 |
|
|
|
|
| Section 11.1 |
|
Appointment of Committee |
|
|
70 |
|
|
|
|
| Section 11.2 |
|
Formalities of Committee Action |
|
|
70 |
|
|
|
|
| Section 11.3 |
|
Plan Interpretation and Findings of Fact |
|
|
70 |
|
|
|
|
| Section 11.4 |
|
Electronic Media |
|
|
71 |
|
|
|
|
| Section 11.5 |
|
Assistance |
|
|
72 |
|
|
|
|
| Section 11.6 |
|
Uniform Administration of Plan |
|
|
72 |
|
|
|
|
| ARTICLE XII - |
|
ADMINISTRATION OF THE PLAN AND FIDUCIARY RESPONSIBILITY |
|
|
73 |
|
|
|
|
| Section 12.1 |
|
Responsibility for Administration |
|
|
73 |
|
|
|
|
| Section 12.2 |
|
Named Fiduciaries |
|
|
73 |
|
|
|
|
| Section 12.3 |
|
Delegation of Fiduciary Responsibilities |
|
|
73 |
|
|
|
|
| Section 12.4 |
|
Immunities |
|
|
74 |
|
|
|
|
| Section 12.5 |
|
Limitation on Exculpatory Provisions |
|
|
75 |
|
|
|
|
| Section 12.6 |
|
Plan Conversions |
|
|
75 |
|
|
|
|
| ARTICLE XIII - |
|
CLAIMS PROCEDURES |
|
|
76 |
|
|
|
|
| Section 13.1 |
|
Method of Filing Claim |
|
|
76 |
|
|
|
|
| Section 13.2 |
|
Notification by Committee |
|
|
76 |
|
|
|
|
| Section 13.3 |
|
Review Procedure |
|
|
77 |
|
|
|
|
| ARTICLE XIV - |
|
AMENDMENT, SUSPENSION OR TERMINATION |
|
|
79 |
|
|
|
|
| Section 14.1 |
|
Right to Amend, Suspend or Terminate |
|
|
79 |
|
|
|
|
| Section 14.2 |
|
Procedure for Amendment, Suspension or Termination |
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
| Section 14.3 |
|
Effect of Termination |
|
|
79 |
|
|
|
|
| Section 14.4 |
|
Prohibition on Decreasing Accrued Benefits |
|
|
80 |
|
|
|
|
| ARTICLE XV - |
|
MISCELLANEOUS |
|
|
81 |
|
|
|
|
| Section 15.1 |
|
Spendthrift Provisions |
|
|
81 |
|
|
|
|
| Section 15.2 |
|
No Enlargement of Employment Rights |
|
|
81 |
|
|
|
|
| Section 15.3 |
|
Notices, Reports and Statements |
|
|
81 |
|
|
|
|
| Section 15.4 |
|
Action by Company |
|
|
82 |
|
|
|
|
| Section 15.5 |
|
Merger or Transfer of Assets |
|
|
82 |
|
|
|
|
| Section 15.6 |
|
Acquisitions |
|
|
82 |
|
|
|
|
| Section 15.7 |
|
Severability Provision |
|
|
83 |
|
|
|
|
| Section 15.8 |
|
Military Service |
|
|
83 |
|
|
|
|
| Section 15.9 |
|
Recovery of Overpayments |
|
|
83 |
|
|
|
|
| ARTICLE XVI - |
|
TOP-HEAVY PLAN REQUIREMENTS |
|
|
84 |
|
|
|
|
| Section 16.1 |
|
Definitions |
|
|
84 |
|
|
|
|
| (1) |
|
Aggregation Group |
|
|
84 |
|
|
|
|
| (2) |
|
Compensation |
|
|
84 |
|
|
|
|
| (3) |
|
Defined Benefit Plan |
|
|
84 |
|
|
|
|
| (4) |
|
Defined Contribution Plan |
|
|
84 |
|
|
|
|
| (5) |
|
Determination Date |
|
|
84 |
|
|
|
|
| (6) |
|
Former Key Employee |
|
|
84 |
|
|
|
|
| (7) |
|
Key Employee |
|
|
84 |
|
|
|
|
| (8) |
|
Non-Key Employee |
|
|
85 |
|
|
|
|
| (9) |
|
Permissive Aggregation Group |
|
|
85 |
|
|
|
|
| (10) |
|
Required Aggregation Group |
|
|
85 |
|
|
|
|
| (11) |
|
Top-Heavy Account Balance |
|
|
86 |
|
|
|
|
| (12) |
|
Top-Heavy Group |
|
|
86 |
|
|
|
|
|
|
|
|
|
|
|
| (13) |
|
Top-Heavy Plan |
|
|
87 |
|
|
|
|
| Section 16.2 |
|
Determination of Top-Heavy Status |
|
|
87 |
|
|
|
|
| Section 16.3 |
|
Minimum Contribution Requirement |
|
|
87 |
|
|
|
|
| Section 16.4 |
|
Coordination With Other Plans |
|
|
89 |
|
THE GORMAN-RUPP COMPANY 401(k) PLAN
(As Amended and Restated as of January 1, 2010)
The Gorman-Rupp Company, an Ohio corporation, hereby amends and completely restates The Gorman-Rupp
Company 401(k) Plan to read as follows effective as of January 1, 2010, except as otherwise provided herein.
ARTICLE I -
DEFINITIONS AND CONSTRUCTION
Section 1.1 Definitions. The following terms when used in the Plan and Trust Agreement with
initial capital letters, unless the context clearly indicates otherwise, shall have the following respective meanings:
(1) Account and Sub-Account: See Section 6.2.
(2) Act: The Employee Retirement Income Security Act of
1974, as the same has been and may be amended from time to time.
(3) Administrator or Plan Administrator: The Administrator of the
Plan as defined in section 3(16)(A) of the Act and section 414(g) of the Code, shall be the Company, which may delegate all or any part of its powers, duties and authorities in such capacity (without ceasing to be the Administrator of the Plan) as
hereinafter provided.
(4) Automatic Salary Reduction Election: An election deemed to be made by an Eligible Employee to reduce, or
to forego an increase in, his Credited Compensation by the percentage specified in Section 3.1 and to have his Employer contribute such amount to the Trust as a Before-Tax Contribution.
(5) Base Compensation: The regular rate of base compensation payable to an Employee by a Controlled Group Member for a payroll period,
excluding longevity pay, overtime pay, bonuses, commissions and all other forms of compensation. Base Compensation
shall be determined without regard to any reduction therein by reason of any salary reduction agreement to which the Employee is a party and which satisfies the requirements of section 401(k) or
section 125 of the Code. For the purposes of this Subsection and any other Section of the Plan, for any Plan Year Base Compensation in excess of $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code)
shall not be taken into account. Effective on and after January 1, 2009, the term “Base Compensation” shall also include any differential wage payments within the meaning of section 3401(h)(2) of the Code that are paid to an Employee
by a Controlled Group Member. Base Compensation shall be used for the purpose of the allocation of Employer Age and Service Contributions pursuant to Section 4.6.
(6) Before-Tax Contributions: See Section 3.1.
(7) Before-Tax Contributions Sub-Account: See
Section 6.2.
(8) Beneficiary: A Member’s Spouse or, if he has no Spouse or his Spouse (in the manner hereinafter
described in this Subsection (8)) to the designation hereinafter provided for in this Subsection (8), such person or persons other than, or in addition to, his Spouse as may be designated by a Member as his death beneficiary under the Plan.
Such a designation may be made, revoked or changed only by an instrument (in form acceptable to the Committee) which is signed by the Member, which, if he has a Spouse, includes his Spouse’s written consent to the action to be taken pursuant to
such instrument (unless such action results in the Spouse being named as the Member’s sole Beneficiary), and which is filed with the Committee before the Member’s death. A Spouse’s consent required by this Subsection (8) shall be
signed by the Spouse, shall acknowledge the effect of such consent, shall be witnessed by a member of the Committee or by a notary public and shall be effective only with respect to such
2
Spouse. At any time when all the persons designated by the Member as his Beneficiary have ceased to exist, his Beneficiary shall be his Spouse or, if he does not then have a Spouse, the
Member’s estate. If a Member has no Spouse and he has not made an effective Beneficiary designation pursuant to this Subsection (8), his Beneficiary shall be determined by the Committee as provided in the immediately preceding sentence. A
person (or persons) designated by a Member as his Beneficiary who or which ceases to exist shall not be entitled to any part of any payment thereafter to be made to the Member’s Beneficiary unless the Member’s designation specifically
provided to the contrary or unless the Member’s Beneficiary is his Spouse who shall have survived him, in which event any remaining payments shall be made to such Spouse’s estate unless the Member has otherwise provided and the Spouse has
consented thereto as hereinabove set forth. If two or more persons designated as a Member’s Beneficiary are in existence, any action permitted or required to be taken by a Beneficiary pursuant to any provision of the Plan shall not be effective
unless such action is taken by all such persons other than any contingent Beneficiary who is not entitled to any payment under the Plan until after another then existing Beneficiary ceases to exist; and if all such persons cannot agree in respect of
any such action required to be taken by a Beneficiary, such action shall be taken by the Committee and shall be binding on all such persons to the extent permitted by applicable law.
(9) Code: The Internal Revenue Code of 1986, as the same has been and may be amended from time to time.
(10) Committee: The committee provided for in Article XI.
(11) Company: The Gorman-Rupp Company, an Ohio corporation.
(12) Contributing Member: See Section 2.3.
3
(13) Controlled Group: The Employers and any and all other corporations, trades and/or
businesses, the employees of which, together with Employees of the Employers, are required by section 414 of the Code to be treated as if they were employed by a single employer.
(14) Controlled Group Member: Each corporation, trade and/or business that is or was a member of the Controlled Group, but only during
such period as it is or was a member of the Controlled Group.
(15) Covered Employee: (a) An Employee of an Employer, excluding
(i) in the case of the Company each Employee who is employed as a Student Employee by the Company and (ii) any Employee who is a “leased employee” within the meaning of section 414(n) of the Code and (b) effective as of
January 1, 1992, an Employee of a foreign subsidiary of an Employer who is a U.S. citizen. For the purposes of the Plan, an Employee is employed as a Student Employee if he is employed by the Company pursuant to its interns, cooperative
education, work experience or summer help programs.
(16) Credited Compensation: The total of an Employee’s compensation for
services performed for a Controlled Group Member which is currently includible in gross income determined without regard to any Salary Reduction Agreement under this Plan or amounts deferred by an Employee pursuant to a salary reduction agreement
entered into under section 125 of the Code. Credited Compensation shall not include any compensation paid after an Employee’s termination of employment with the Controlled Group, other than any payment of unused accrued vacation and any payment
of Credited Compensation that is attributable to the payroll period in which the Employee’s termination of employment occurs. For purposes of this Subsection and any other Section of the Plan, effective as of January 1, 2002, Credited
4
Compensation of an Employee for any Plan Year in excess of $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code) shall not be taken into
account. Effective on and after January 1, 2009, the term “Credited Compensation” shall also include any differential wage payments within the meaning of section 3401(h)(2) of the Code that are paid to an Employee by a Controlled
Group Member.
(17) Eligible Employee: An Employee who satisfies the eligibility requirements for membership in the Plan set forth
in Section 2.1 and is therefore eligible to make Before-Tax Contributions to the Plan.
(18) Employee: Any person who is
classified by a Controlled Group Member as an employee and, to the extent required by section 414(n) of the Code, any person who is a “leased employee” of a Controlled Group Member. For purposes of this Subsection, a “leased
employee” means any person who, pursuant to an agreement between a Controlled Group Member and any other person (“leasing organization”), has performed services for the Controlled Group Member on a substantially full-time basis for a
period of at least one year, and such services are performed under the primary direction or control of the Controlled Group Member.
(19)
Employer: The Company and any other member of the Controlled Group adopting the Plan pursuant to Section 10.1.
(20)
Employer Age and Service Contributions: See Section 4.6.
(21) Employer Age and Service Contributions Sub-Account: See
Section 6.2.
(22) Employer Contributions: Employer Matching Contributions (including Employer Matching Contributions made
under the Plan prior to August 1, 2000), Restricted Employer Matching Contributions, Employer Profit Sharing Contributions and Employer Age and Service Contributions.
5
(23) Employer Matching Contributions: See Section 4.1(1).
(24) Employer Matching Contributions Sub-Account: See Section 6.2.
(25) Employer Profit Sharing Contributions: Employer Contributions made to the Trust on account of each Plan Year during the period
commencing on January 1, 1984 and ending on December 31, 1988 which were credited to a Member’s Account.
(26) Employer
Profit Sharing Contributions Sub-Account: See Section 6.2.
(27) Employment
Commencement Date: The date on which an Employee first performs an Hour of Service for a Controlled Group Member.
(28) Employment
Severance and Employment Severance Date: An Employment Severance occurs on the earlier of (a) the date on which an Employee’s employment with the Controlled Group is terminated because of his death, resignation, retirement or discharge
or (b) the first anniversary of the first day of a period in which the Employee remains absent from employment (with or without pay) with the Controlled Group for any reason other than death, resignation, retirement or discharge; and the date
on which an Employee’s Employment Severance occurs shall be referred to as his Employment Severance Date.
(29) Fiduciary: Any
person, including each Named Fiduciary, who is a fiduciary as defined in section 3(21)(A) of the Act.
(30) Flo-Pak Plan: The
Flo-Pak 401(k) Plan & Trust (formerly known as the Hardwick-Morrison Company, Inc. 401(k) Plan & Trust) as in effect on October 31, 2002, which was merged into the Plan effective as of November 1, 2002.
6
(31) Flo-Pak Plan Employee Contributions: Elective deferral contributions made to the
Flo-Pak Plan by a Former Flo-Pak Plan Member.
(32) Flo-Pak Plan Employer Contributions: Employer contributions made to the Flo-Pak
Plan on behalf of a Former Flo-Pak Plan Member.
(33) Flo-Pak Plan Employee Contributions Sub-Account: See Section 6.2.
(34) Flo-Pak Plan Employer Contributions Sub-Account: See Section 6.2.
(35) Former Flo-Pak Plan Member: Any person who on October 31, 2002 had amounts held in one or more accounts maintained under the
Flo-Pak Plan.
(36) Gorman-Rupp Stock: Common shares, without par value, of the Company.
(37) Gorman-Rupp Stock Fund: One of the Investment Funds which shall be invested and
reinvested in Gorman-Rupp Stock and in cash or cash equivalents to the extent needed for liquidity purposes.
(38) Hardship:
Financial need on the part of a Member on account of:
(a) expenses for (or necessary to obtain) medical care that would be
deductible under section 213(d) of the Code (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);
(b) costs directly related to the purchase of a principal residence for the Member (excluding mortgage payments);
(c) payment of tuition, related educational fees, and room and board expenses, for up to the next 12 months of post-secondary
education for the Member, or the Member’s Spouse, children, or dependents (as defined in section 152 of the Code, and, for taxable years beginning on or after January 1, 2005, without regard to section 152(b)(1), (b)(2) and (d)(1)(B) of
the Code);
7
(d) payments necessary to prevent the eviction of the Member from the
Member’s principal residence or foreclosure on the mortgage on that residence;
(e) payments for burial or funeral
expenses for the Member’s deceased parent, Spouse, children or dependents (as defined in section 152 of the Code, and, for taxable years beginning on or after January 1, 2005, without regard to section 152(d)(1)(B) of the Code);
(f) expenses for the repair of damage to the Member’s principal residence that would qualify for the casualty deduction
under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income); or
(g)
any other financial need which the Commissioner of Internal Revenue, through the publication of revenue rulings, notices and other documents of general applicability, may from time to time designate as a deemed immediate and heavy financial need.
(39) Hour of Service: An Employee shall receive credit for an Hour of Service for each hour for which he is paid or entitled to
payment by one or more Controlled Group Members for the performance of duties.
(40) Investment Fund: Any of the funds established
and maintained under the provisions of Section 6.1.
(41) Member: An Eligible Employee who has become or continues to be a
Member of the Plan in accordance with the provisions of Article II.
8
(42) Named Fiduciaries: The persons designated in or pursuant to Section 12.2.
(43) Normal Retirement Date: The date on which a Member attains age 65.
(44) Period of Severance and 1-Year Period of Severance: An Employee incurs a Period of Severance on his Employment Severance Date and
his Period of Severance is the period beginning on such Employment Severance Date and ending on his next following Reemployment Commencement Date; provided, however, that an Employee whose Employment Severance occurs by reason of his resignation,
retirement or discharge shall not incur a Period of Severance on his Employment Severance Date if during the 12-month period commencing with such Employment Severance Date (or, if such Employment Severance occurs during a period of absence referred
to in Section 1.1(28)(b), during the 12-month period commencing with the first day of such period of absence), he performs an Hour of Service for a Controlled Group Member. An Employee shall incur a 1-Year Period of Severance if he does not
perform an Hour of Service during the 12-month period beginning on his Employment Severance Date. If an Employee is absent from work for any period—
| |
(a) |
by reason of the pregnancy of the Employee, |
| |
(b) |
by reason of the birth of a child of the Employee, |
| |
(c) |
by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee, or |
| |
(d) |
for purposes of caring for any such child for a period beginning immediately following such birth or placement, |
the Employee shall not, solely by reason of such absence, be considered to have incurred a Period of Severance until the expiration of the 24-month period commencing on the first day of the absence and shall incur a 1-Year Period of Severance if he does not perform an Hour of Service during the 12-month period immediately following such 24-month
period.
9
(45) Plan: The Gorman-Rupp Company 401(k) Plan,
the terms of which are herein set forth, as the same may be amended, supplemented or restated from time to time.
(46) Plan Year: A
calendar year.
(47) Post-2007 Employee: An Employee whose Employment Commencement Date or Reemployment Commencement Date occurs on
or after January 1, 2008, excluding any such re-employed Employee who prior to his reemployment was a participant in The Gorman-Rupp Company Retirement Plan and whose Period of Severance prior to his Reemployment Commencement Date is less than
90 days.
(48) Post-2007 Member: A Post-2007 Employee who has become and continues to be a Member pursuant to Section 2.2(2).
No Employee shall become a Post-2007 Employee prior to January 1, 2008.
(49) Reemployment Commencement Date: The date
following an Employee’s Period of Severance on which he again performs an Hour of Service for a Controlled Group Member.
(50)
Restricted Employer Matching Contributions: Employer matching contributions made under the Plan prior to January 1, 2007 and on or after August 1, 2000.
(51) Rollover Contributions: Amounts transferred to a Member’s Account pursuant to Section 3.5 of the Plan and rollover
contributions made to the Flo-Pak Plan.
(52) Rollover Contributions Sub-Account: See Section 6.2.
(53) Salary Reduction Agreement: An arrangement made under the Plan pursuant to which an Employee agrees to reduce, or to forego an
increase in, his Credited Compensation and his Employer agrees to contribute to the Trust the amount so reduced or foregone as a Before-Tax Contribution.
10
(54) Service and Years of Service: For the purposes of eligibility to receive a Employer
Age and Service Contribution pursuant to Section 2.2(2) and for purposes of vesting in such Contributions, a Post-2007 Employee shall be credited with Service for the period or periods beginning with his Employment Commencement Date (or his
Reemployment Commencement Date, if applicable) and ending on his next following Employment Severance Date, except that if an Employee whose Employment Severance occurs by reason of his resignation, retirement or discharge performs an Hour of Service
for a Controlled Group Member during the 12 consecutive month period beginning on his Employment Severance Date, the period beginning on such Employment Severance Date and ending on the date on which he performs such Hour of Service shall be deemed
to be employment with the Controlled Group; provided, however, that if such an Employee’s Employment Severance occurs by reason of his resignation, retirement or discharge during a period of absence referred to in Section 1.1(28)(b), the
period beginning on his Employment Severance Date and ending on the date on which he performs such Hour of Service shall not be deemed to be employment with the Controlled Group unless such Hour of Service is performed within 12 months of the date
on which such period of absence commenced. Notwithstanding the foregoing provisions of this Subsection 1.1(54), an Employee shall not be credited with Service for any period after the termination of the Plan as to him. In determining the number of
an Employee’s Years of Service, all periods of his employment with the Controlled Group (whether or not consecutive) shall be aggregated on the basis that 365 days of such employment shall equal a Year of Service. Notwithstanding any other
provision hereof to the contrary, an Employee on a leave of absence granted by his
11
Employer under rules uniformly applicable to all Employees similarly situated shall be credited with Service during the period of such leave of absence provided that the Employee returns to
employment with the Employer upon the expiration of such leave of absence. Further notwithstanding any other provision of the Plan to the contrary, an Employee shall be credited with such Service not otherwise credited to him under the Plan as may
be required by applicable law including, without limitation, military leave of absence for enlistment or induction into the Armed Forces of the United States.
(55) Spouse: The person to whom a Member is legally married at the specified time.
(56) Trust: The trust created by the Trust Agreement.
(57) Trust Agreement: The Trust Agreement between the Company and the Trustee providing among other things for the Trust and the
investment of the Trust Fund, as such Trust Agreement may be amended or restated from time to time, or any trust agreement superseding the same.
(58) Trust Fund: The trust estate held by the Trustee under the provisions of the Plan and Trust Agreement.
(59) Trustee: The trustee or trustees under the Trust Agreement or its or their successor or successors in trust under such Trust
Agreement.
(60) Valuation Date: Each day on which the New York Stock Exchange is open for trading.
(61) Vested Interest: The amount of a Member’s Account which has not previously been withdrawn by him or distributed to or for him
and (a) which is derived from his Before Tax Contributions, Employer Profit Sharing Contributions, Employer Matching
12
Contributions, Flo-Pak Plan Employee Contributions, and Rollover Contributions, (b) which is derived from his Flo-Pak Plan Employer Contributions but only to the extent provided in
Section 8.1 of the Plan, and (c) which is (i) derived from his Employer Age and Service Contributions and (ii) nonforfeitable under the following table based on his Years of Service at any particular time:
|
|
|
| Years of Service |
|
% of Employer Age and Service
Contributions Nonforfeitable |
| Less than 3 |
|
0% |
| 3 |
|
100% |
Notwithstanding the foregoing, a Member shall have a 100% Vested Interest in amounts derived from his Employer Age and Service
Contributions (A) upon his death while an Employee or, effective January 1, 2007, while performing “qualified military service” as defined in section 414(u)(5) of the Code, regardless of the number of Years of Service credited to
such Member on the date of his death and (B) upon his Normal Retirement Date while an Employee. A Member’s Vested Interest shall be 100% vested and nonforfeitable at all times.
Section 1.2 Construction. (1) Unless the context otherwise indicates, the masculine wherever used in the Plan shall include
the feminine, the singular shall include the plural and the plural shall include the singular.
(2) Whenever the word “person”
appears in the Plan, it shall refer to both natural and legal persons.
(3) Where headings have been supplied for portions of the Plan and
of the Trust Agreement (other than the headings to the Subsections in Section 1.1), they have been supplied for convenience only and are not to be taken as limiting or extending the meaning of any of such portions of such documents.
13
(4) Except to the extent federal law controls, the Plan shall be governed, construed and
administered according to the laws of the State of Ohio, and all persons accepting or claiming benefits under the Plan or Trust Agreement shall be bound and deemed to consent to their provisions.
(5) This amendment and restatement of the Plan shall constitute an amendment, restatement and continuation of the Plan. This amendment and
restatement is generally effective January 1, 2010. However, certain provisions of this amendment and restatement are effective as of some other date. The provisions of this amendment and restatement which are effective prior to January 1,
2010 shall be deemed to amend the corresponding provisions of the Plan as in effect before this amendment and restatement. Events occurring before the applicable effective date of any provision of this amendment and restatement shall be governed by
the applicable provision of the Plan in effect on the date of the event.
14
ARTICLE II - ELIGIBILITY AND MEMBERSHIP
Section 2.1 Eligible Employee. An Employee shall become an Eligible Employee under the Plan on the first date that he is a Covered
Employee.
Section 2.2 Commencement of Membership. (1) For all purposes of the Plan, other than eligibility to receive an
allocation of Employer Age and Service Contributions pursuant to Section 4.6, an Eligible Employee shall become a Member in the Plan by becoming a Contributing Member pursuant to an Automatic Salary Reduction Election or a Salary Reduction
Agreement.
(2) For the purpose of eligibility to receive an allocation of Employer Age and Service Contributions pursuant to
Section 4.6, a Covered Employee who is a Post-2007 Employee shall become a Member as of the first date following his completion of 90 days of Service, provided that he is then a Covered Employee.
Section 2.3 Contributing Membership. Any Eligible Employee who was a Contributing Member on January 2, 2006 shall continue to
be a Contributing Member on January 3, 2006, unless he has elected to suspend his Before-Tax Contributions pursuant to Section 3.4. An Employee who first becomes an Eligible Employee (or again becomes an Eligible Employee after ceasing to
be an Eligible Employee) on or after January 3, 2006 shall become a Contributing Member, as of the first payroll date after becoming an Eligible Employee (or as soon as administratively possible thereafter), pursuant to an Automatic Salary
Reduction Election, unless such Eligible Employee affirmatively elects at least ten days before such payroll date pursuant to a Salary Reduction Agreement filed in accordance with procedures established by the Committee to have Before-Tax
Contributions contributed to the Trust on his behalf, or otherwise elects in accordance with procedures established by the Committee not to have Before-Tax Contributions contributed to the Trust on his behalf. An Eligible Employee’s Salary
15
Reduction Agreement shall include (a) his authorization to his Employer to withhold from, or reduce, each payment of Credited Compensation made to him after the date his Salary Reduction
Agreement is effective by the amount designated in such Agreement and to have his Employer pay the same amount to the Trust as Before-Tax Contributions, and (b) his direction that the Before-Tax Contributions made for him be invested in any one
or more of the Investment Funds, as provided in Section 6.4.
Section 2.4 Duration of Membership. Once an Eligible
Employee becomes a Member, he shall remain a Member so long as he continues to be an Employee or has an Account under the Plan, whether or not he continues to be an Eligible Employee, provided, however, that if a Member ceases to be an Eligible
Employee, Before-Tax Contributions may not be made for him pursuant to Section 3.1 until he again becomes an Eligible Employee. If a Post-2007 Member ceases to be a Covered Employee, he shall continue to be a Member so long as an Account is
maintained for him, but he shall cease to be a Post-2007 Member and Employer Age and Service Contributions shall not be made for him until he again becomes a Covered Employee. If a Member ceases to be an Employee and later again becomes an Employee,
he shall become an Eligible Employee on the first date that he is a Covered Employee. A former Post-2007 Member who again becomes a Covered Employee shall again become a Post-2007 Member on the day he so becomes a Covered Employee.
Section 2.5 Former Flo-Pak Plan Member. A Former Flo-Pak Plan Member shall be a Member on November 1, 2002; provided, however,
that if he is not an Eligible Employee on November 1, 2002, Before-Tax Contributions may not be made for him pursuant to Section 3.1, unless and until he becomes an Eligible Employee.
16
ARTICLE III - BEFORE-TAX AND ROLLOVER CONTRIBUTIONS
Section 3.1 Amount of Contributions. A Member who files a Salary Reduction Agreement as provided in Section 2.3
shall agree to have his Employer make Before-Tax Contributions for him to the Trust of (1) up to 15% (in 1% increments) in the case of a Member who is a “highly compensated Eligible Employee” (within the meaning of Section 5.2(3)
and (2) up to 40% (in 1% increments) in the case of any other Member, of his unreduced Credited Compensation through equal percentage reductions of each payment of Credited Compensation otherwise payable to him. A Member who becomes a
Contributing Member pursuant to an Automatic Salary Reduction Election as provided in Section 2.3 shall be deemed to agree to have his Employer make Before-Tax Contributions for him to the Trust of (a) 4% of his unreduced Credited
Compensation in the case of a Member who is not a Post-2007 Employee, or (b) 6% of his unreduced Credited Compensation in the case of a Member who is a Post-2007 Employee, through equal percentage reductions of each payment of Credited
Compensation otherwise payable to him.
Section 3.2 Payments to Trustee. Before-Tax
Contributions made for a Member pursuant to his Salary Reduction Agreement shall be transmitted by his Employer to the Trustee not later than 15 business days after the end of the month in which such Contributions would otherwise have been payable
to him as Credited Compensation.
Section 3.3 Changes in Contributions. The percentage of Before-Tax Contributions elected (or
deemed elected) to be made by a Member pursuant to Section 3.1 shall continue in effect, notwithstanding any changes in the Member’s Credited Compensation. A Member may, however, in accordance with the percentages permitted by
Section 3.1, change the percentage of his Before-Tax Contributions effective as of the next payroll date (or as soon as administratively possible thereafter) in accordance with procedures established by the Committee.
17
Section 3.4 Suspension and Resumption of Contributions. A Member may suspend his Before-Tax Contributions effective as of any date in accordance with procedures established by the Committee. A Member who has suspended his Before-Tax Contributions may, in
accordance with procedures established by the Committee, resume making such Before-Tax Contributions as of any payroll date if he is then an Eligible Employee and he has again enrolled pursuant to Sections 2.3
and 3.1.
Section 3.5 Rollover Contributions. The Trustee shall, at the direction of the Committee, receive and thereafter hold
and administer as a Rollover Contribution and part of the Trust Fund (1) all or any portion of an eligible rollover distribution (as defined in Section 8.11(3) of the Plan except that the distribution shall be from another qualified trust)
that was distributed to a Member, or is transferred at the request of a Member, from a qualified trust, provided that the requirements of section 402(c) or 401(a)(31) of the Code are met or (2) the entire amount of a distribution to a Member
that is attributable solely to a rollover contribution from a qualified trust and otherwise satisfies the requirements of section 408(d)(3)(A)(ii) of the Code. For purposes of this Section, the term “qualified trust” shall have the meaning
ascribed to such term in Subsection 9.8(1) of the Plan. Notwithstanding the foregoing, the Plan shall not accept as a Rollover Contribution any amounts distributed from a designated Roth account (as defined in section 402A of the Code) or from a
Roth IRA (as defined in section 408A of the Code).
Section 3.6 Catch-Up Before-Tax Contributions. Effective on and after
January 1, 2003, all Members who have elected to make Before-Tax Contributions to this Plan and who have attained age 50 before the end of a particular Plan Year shall be eligible to make
18
catch-up contributions for such Plan Year (the “Catch-Up Before-Tax Contributions”) in accordance with, and subject to the limitations of, section 414(v) of the Code; provided, however,
that Catch-Up Before-Tax Contributions shall not be eligible for Employer Matching Contributions under Section 4.1(1) of the Plan and; provided, further, that Catch-Up Before-Tax Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of sections 401(a)(30) and 415(c) of the Code (i.e., Sections 5.1(1) and 5.5(1) of the Plan, respectively). In addition, notwithstanding any provision of the Plan to the
contrary, the Plan shall not be treated as failing to satisfy the requirements of sections 401(k)(3), 401(k)(11), 410(b), or 416 of the Code, as applicable, by reason of the making of any such Catch-Up Before-Tax Contributions. In furtherance of,
but without limiting the foregoing, effective January 1, 2004, (1) the percentage limitations described in Section 3.1 shall not apply to Catch-Up Before -Tax Contributions, (2) Before-Tax Contributions made by Members eligible
to make Catch-Up Before-Tax Contributions for a Plan Year which exceed (a) the percentage limits described in Section 3.1, (b) the statutory limits described in Sections 5.1 or 5.5, or (c) the limits specified by the Company
pursuant to Section 5.4, shall be treated as Catch-Up Before-Tax Contributions, and (3) Catch-Up Before-Tax Contributions shall be permitted to be made pro-rata throughout the Plan Year on a payroll-by payroll basis: provided, however,
that whether Before-Tax Contributions are in excess of any applicable limit and therefore shall be treated as Catch-Up Before-Tax Contributions shall be determined as of the end of the Plan Year.
19
ARTICLE IV - EMPLOYER CONTRIBUTIONS
Section 4.1 Amount of Employer Contributions. (1) Subject to the provisions of the Plan and Trust Agreement and to the extent
it lawfully may, each Employer shall contribute to the Trust on account of each Plan Year, out of its net earnings for such Plan Year, and/or its accumulated earnings from prior Plan Years, an amount (the “Employer Matching
Contributions”), in the form of cash or Gorman-Rupp Stock as determined by the Employer in its discretion, equal to (a) 40% of the first 4% of Before-Tax Contributions made during such period or Plan Year pursuant to Section 3.1 for
its Employees who are not Post-2007 Employees and who are entitled to an allocation of Employer Matching Contributions for such Plan Year pursuant to Section 4.4 and (b) 50% of the first 6% of Before-Tax Contributions made during such
period or Plan Year pursuant to Section 3.1 for its Employees who are Post-2007 Employees and who are entitled to an allocation of Employer Matching Contributions for such Plan Year pursuant to Section 4.4.
(2) As used in this Section, the terms “net earnings” and “accumulated earnings” shall mean the net earnings and
accumulated earnings, respectively, of each Employer as determined by the auditor of such Employer in accordance with generally accepted accounting principles.
Section 4.2 Time for Making Employer Contributions. Each Employer shall make its Employer Matching Contributions to the Trust not
later than 30 days after the end of each calendar month for Members who are entitled to an allocation of the Employer’s Employer Matching Contributions for such calendar month pursuant to Section 4.4. Each Employer shall make its Employer
Age and Service Contributions to the Trust for Members who are entitled to such Employer Age and Service Contributions at the time prescribed in Section 4.6.
20
Section 4.3 Return of Employer Contributions. (1) Except as provided in
Subsection (2) of this Section or in Sections 5.1(3), 5.2(5) and 5.5(4), the Trust Fund shall never inure to the benefit of the Employers and shall be held for the exclusive purposes of providing benefits to Employees, Members and their
Beneficiaries and defraying reasonable expenses of administering the Plan.
(2) If an Employer Contribution to the Trust is made by an
Employer by a mistake of fact, the excess of the amount contributed over the amount that would have been contributed had there not occurred a mistake of fact shall be returned to such Employer if the Employer so directs within one year after the
payment of such contribution. If an Employer Contribution made by an Employer which is conditioned upon the deductibility of the Contribution under section 404 of the Code (or any successor thereto) is not fully deductible under such Code section
(or any successor thereto), such Contribution, to the extent the deduction therefor is disallowed, shall be returned to the Employer if the Employer so directs within one year after the disallowance of the deduction.
(3) Earnings attributable to Employer Contributions returned to an Employer pursuant to this Section may not be returned, but losses
attributable thereto shall reduce the amount to be returned.
Section 4.4 Allocation of Employer Matching Contributions. Each
Employer Matching Contribution made in respect of a calendar month pursuant to Section 4.2 shall, subject to the provisions of Articles V and XVI, be allocated and credited to the Account of each Eligible Employee of the Employer for whom
Before-Tax Contributions were made during such calendar month, with each such Eligible Employee being credited with a portion of such Employer’s Employer Matching Contribution equal to (1) with respect to an Eligible Employee
21
who is not a Post-2007 Employee, 40% of the first 4% of Before-Tax Contributions made for him pursuant to Section 3.1 during such calendar month and (2) with respect to an Eligible
Employee who is a Post-2007 Employee, 50% of the first 6% of Before-Tax Contributions made for him pursuant to Section 3.1 during such calendar month. Notwithstanding the foregoing, for purposes of this Subsection, the term “Before-Tax
Contributions” shall not include any Catch-Up Before-Tax Contributions (as defined in Section 3.6).
Section 4.5 Funding
Policy. To the extent such has not already been done, the Company shall determine, establish and carry out a funding policy and method consistent with the objectives of the Plan and the requirements of Title I of the Act.
Section 4.6 Employer Age and Service Contributions. (1) Subject to the provisions of the Plan and Trust Agreement, with
respect to each payroll period the Employer shall, as and to the extent it lawfully may, contribute an Employer Age and Service Contribution on behalf of its Members who are Post-2007 Members at any time during such payroll period to an Employer Age
and Service Contributions Sub-Account for each such Post-2007 Member. Such Employer Age and Service Contribution for a payroll period shall be made at the end of such payroll period or on the next following payroll date thereafter. For any payroll
period, the amount of such Employer Age and Service Contribution to be credited to the Employer Age and Service Contributions Sub-Account of each Post-2007 Member who is entitled to an allocation of such Contributions pursuant to the first sentence
of this Section shall be a percentage of such Member’s Base Compensation for such payroll period during which he was a Post-2007 Member based on the Post-2007 Member’s applicable “Age Plus Years of Service” (as defined in
Subsection (2)) for the calendar year in which occurs the payroll date on which the Employer Age and Service Contribution is made, which percentage shall be determined in accordance with the following chart:
22
|
|
|
| Age Plus Years of Service
Equals: |
|
Employer Age and Service
Contribution (as a % of Base
Compensation) |
| Less than 25 |
|
2.25% |
| 25-34 |
|
2.75% |
| 35-44 |
|
3.25% |
| 45-54 |
|
3.75% |
| 55-64 |
|
4.25% |
| 65-74 |
|
4.75% |
| 75-84 |
|
5.00% |
| 85 or more |
|
5.25% |
(2) For each calendar year with respect to any Employer Age and Service Contributions made on any payroll date
occurring in such calendar year, a Post-2007 Member’s “Age Plus Years of Service” means the sum of (a) his age on his birthdate in such calendar year and (b) his Years of Service on the anniversary date in such calendar year
of his Employment Commencement Date or Reemployment Commencement Date.
23
ARTICLE V - LIMITATIONS ON CONTRIBUTIONS
Section 5.1 Limitation on Deferrals. (1) Notwithstanding the foregoing provisions of Articles III and IV, and except to the
extent permitted under Section 3.6 of the Plan and section 414(v) of the Code, the sum of a Member’s Before-Tax Contributions shall not, for any taxable year of such Member commencing on or after January 1, 2010, exceed $16,500 (as
such amount may be adjusted for increases in the cost of living pursuant to section 402(g) of the Code). For purposes of this Section a Member’s Before Tax Contributions shall include (a) any employer contribution made under any qualified
cash or deferred arrangement as defined in section 401(k) of the Code to the extent not includible in gross income for the taxable year under section 402(e)(3) of the Code or to the extent includible in gross income for the taxable year under
section 402A of the Code (determined without regard to section 402(g) of the Code), (b) any employer contribution to the extent not includible in gross income for the taxable year under section 402(h)(1)(B) of the Code (determined without
regard to section 402(g) of the Code), (c) any employer contribution to purchase an annuity contract under section 403(b) of the Code under a salary reduction agreement within the meaning of section 3121(A)(5)(D) of the Code, and (d) any
elective contributions under section 408(p)(2)(A)(i) of the Code.
(2) In the event that the amount described in Subsection (1) of
this Section is exceeded for a Member for any taxable year of such Member specified in such Subsection (1) (hereinafter called the “excess deferrals”), such excess deferrals (and any income allocable thereto through the end of the
taxable year in which such excess deferrals were made, determined in accordance with Section 7.1) shall be distributed to the Member by April 1 following the close of the taxable year in which such excess deferrals occurred if (and only
if), by March 1 following the close of such taxable year the Member (a) allocates the amount of such excess deferrals among the plans under which the excess deferrals were made and (b) notifies the Committee of the portion allocated
to this Plan.
24
(3) In the event that a portion of a Member’s Before Tax Contributions are distributed to
him pursuant to Subsection (2) of this Section, Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions made with respect to such Before Tax Contributions (and any income allocable thereto)
shall be forfeited and applied to reduce future Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions required to be made under the Plan.
Section 5.2 Limitation on Before-Tax Contributions. (1) Notwithstanding the foregoing
provisions of Articles III and IV, for any Plan Year,
(a) the actual deferral percentage (as defined in Subsection
(2) of this Section) for the group of highly compensated Eligible Employees (as defined in Subsection (3) of this Section) for such Plan Year shall not exceed the actual deferral percentage for all other Eligible Employees for the
preceding Plan Year multiplied by 1.25, or
(b) the excess of the actual deferral percentage for the group of highly
compensated Eligible Employees for such Plan Year over the actual deferral percentage for all other Eligible Employees for the preceding Plan Year shall not exceed 2 percentage points, and the actual deferral percentage for the group of highly
compensated Eligible Employees for such Plan Year shall not exceed the actual deferral percentage for all other Eligible Employees for the preceding Plan Year multiplied by 2.
If two or more plans which include cash or deferred arrangements are considered as one plan for purposes of sections 401(a)(4) or 410(b) of the Code, such
arrangements included in such plans shall be treated as one arrangement for the purposes of this Subsection. If any highly
25
compensated Eligible Employee is a participant under two or more cash or deferred arrangements of the Controlled Group, all such arrangements shall be treated as one cash or deferred arrangement
for purposes of determining the deferral percentage with respect to such Eligible Employee and in the event that such arrangements have different plan years, all Before-Tax Contributions made during the Plan Year under all such arrangements shall be
aggregated. Notwithstanding the foregoing, cash or deferred arrangements that are not permitted to be aggregated under Treasury regulations issued under section 401(k) of the Code shall be treated as separate arrangements.
(2) For the purposes of this Section, the actual deferral percentage for a specified group of Eligible Employees for a Plan Year shall be the
average of the ratios (calculated separately for each Eligible Employee in such group) of (a) the amount of Before-Tax Contributions actually paid to the Trust for each such Eligible Employee for such
Plan Year (including any “excess deferrals” described in Section 5.1) to (b) the Eligible Employee’s Credited Compensation for such Plan Year.
(3) For the purposes of the Plan, the term “highly compensated Eligible Employee” for a particular Plan Year shall mean any Eligible
Employee (a) who, during the current or the preceding Plan Year, was at any time a 5-percent owner (as such term is defined in section 416(i)(1) of the Code) or (b) for the preceding Plan Year, received compensation from the Controlled
Group in excess of the amount in effect for such Plan Year under section 414(q)(1)(B) of the Code. For the purposes of this Subsection, the term “compensation” shall mean an Employee’s compensation under Section 5.5(3).
(4) In the event that excess contributions (as such term is hereinafter defined) are made to the Trust for any Plan Year, then, prior to
March 15 of the following Plan Year, such
26
excess contributions (plus any income and minus any loss allocable thereto through the end of the Plan Year in which such excess contributions were made, determined in accordance with
Section 7.1) shall be distributed to the highly compensated Eligible Employees on the basis of the respective portions of the excess contributions attributable to each such highly compensated Eligible Employee in order of the dollar amount of
Before-Tax Contributions made by or on behalf of such highly compensated Eligible Employees beginning with the highly compensated Eligible Employee with the highest dollar amount of Before-Tax Contributions. For the purposes of this Subsection (4),
the term “excess contributions” shall mean, for any Plan Year, the excess of (a) the aggregate amount of Before-Tax Contributions actually paid to the Trust on behalf of highly compensated Eligible Employees for such Plan Year over
(b) the maximum amount of Before-Tax Contributions permitted for such Plan Year under Subsection (1) of this Section, determined by hypothetically reducing Before-Tax Contributions made on behalf of highly compensated Eligible Employees in
order of their actual deferral percentages (as defined in Subsection (2) of this Section) beginning with the highest of such percentages.
(5) In the event all or a portion of a Member’s Before Tax Contributions are distributed to him pursuant to Subsection (4) of this
Section, Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions made with respect to such Before Tax Contributions (and any income allocable thereto) shall be forfeited and applied to reduce
future Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions required to be made under the Plan.
Section 5.3 Limitation on Matching Contributions. (1) Notwithstanding the foregoing provisions of Article IV, for any Plan
Year the contribution percentage (as defined in Subsection (2) of this Section) for the group of highly compensated Eligible Employees (as
27
defined in Section 5.2(3)) for such Plan Year shall not exceed the greater of (a) 125 percent of the contribution percentage for all other Eligible Employees for the preceding Plan Year
or (b) the lesser of (i) 200 percent of the contribution percentage for all other Eligible Employees for the preceding Plan Year or (ii) the contribution percentage for all other Eligible Employees for the preceding Plan Year plus
2 percentage points. If two or more plans of the Controlled Group to which matching contributions, employee contributions or before-tax contributions (as defined in Section 5.1) are made are treated as one plan for purposes of section
410(b) of the Code, such plans shall be treated as one plan for the purposes of this Subsection (1). If any eligible highly compensated Eligible Employee is a participant under two or more plans of the Controlled Group to which matching
contributions or employee contributions are made, all such contributions shall be aggregated for purposes of this Subsection (1) and in the event that such plans have different plan years, all such contributions made during the Plan Year under
all such plans shall be aggregated. Notwithstanding the foregoing, plans that are not permitted to be aggregated under Treasury regulations issued under section 401(m) of the Code shall be treated as separate plans.
(2) For the purposes of this Section, the contribution percentage for a specified group of Eligible Employees for a Plan Year shall be the
average of the ratios (calculated separately for each Eligible Employee in such group) of (a) the sum of the Employer Matching Contributions and, at the election of the Company, any Before-Tax Contributions not taken into account for the Plan
Year under Section 5.2(2), made under the Plan by or on behalf of each such Eligible Employee for such Plan Year to (b) the Eligible Employee’s Credited Compensation for such Plan Year.
(3) In the event that excess aggregate contributions (as such term is hereinafter defined) are made to the Trust for any Plan Year, then, prior
to March 15 of the
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following Plan Year, such excess aggregate contributions (plus any income and minus any loss allocable thereto through the end of the Plan Year in which such excess aggregate contributions were
made, determined in accordance with Section 7.1) shall be forfeited (if forfeitable) and applied to reduce subsequent Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions required under
the Plan or (if not forfeitable) shall be distributed to the highly compensated Eligible Employees on the basis of the respective portions of the excess aggregate contributions attributable to each such highly compensated Eligible Employee in order
of the dollar amount of Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions made with respect to highly compensated Eligible Employees beginning with the highly compensated Eligible Employee
with the highest dollar amount of Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions. For the purposes of this Subsection (3), the term “excess aggregate contributions” shall
mean, for any Plan Year, the excess of (a) the aggregate amount of the Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions actually paid to the Trust by or on behalf of highly
compensated Eligible Employees for such Plan Year over (b) the maximum amount of such Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions permitted for such Plan Year under Subsection
(1) of this Section, determined by hypothetically reducing Restricted Employer Matching Contributions, or effective January 1, 2007, Employer Matching Contributions made by or on behalf of highly compensated Eligible Employees in order of
their contribution percentages (as defined in Subsection (2) of this Section) beginning with the highest of such percentages.
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(4) The determination of excess aggregate contributions under this Section shall be made after
(a) first determining the excess deferrals under Section 5.1 and (b) then determining the excess contributions under Section 5.2.
Section 5.4 Monitoring Procedures. (1) In order to ensure that at least one of the actual deferral percentages specified in
Section 5.2(1) and at least one of the contribution percentages specified in Section 5.3(1) are satisfied for each applicable Plan Year, the Company shall monitor (or cause to be monitored) the amount of Before-Tax Contributions and
Employer Contributions being made to the Plan for each Eligible Employee during each Plan Year. In the event that the Company determines that neither of such actual deferral percentages or neither of such contribution percentages will be satisfied
for a Plan Year, the Before-Tax Contributions and Employer Contributions made thereafter for each highly compensated Eligible Employee (as defined in Section 5.2(3)) shall be reduced (pursuant to non-discriminatory rules adopted by the Company)
to the extent necessary to decrease the actual deferral percentage and/or the contribution percentage for highly compensated Eligible Employees for such Plan Year to a level which satisfies either of the actual deferral percentages and/or either of
the contribution percentages.
(2) In order to ensure that excess deferrals (as such term is defined in Section 5.1(2)) shall not be
made to the Plan for any taxable year for any Member, the Company shall monitor (or cause to be monitored) the amount of Before-Tax Contributions being made, or to be made, to the Plan for each Member during each taxable year and shall take such
action (pursuant to non-discriminatory rules adopted by the Company) to prevent Before-Tax Contributions made, or to be made, for any Member under the Plan for any taxable year from exceeding the maximum amount applicable under Section 5.1(1).
30
(3) In applying the limitations set forth in Sections 5.2(1) and 5.3(1) the Company may, at its
option, utilize such testing procedures as may be permitted under sections 401(a)(4), 401(k), 401(m) or 410(b) of the Code, subject to any applicable limitations contained in the regulations, including, without limitation, (a) aggregation of
the Plan with one or more other qualified plans of the Controlled Group, (b) inclusion of qualified matching contributions, qualified non-elective contributions or elective deferrals described in, and meeting the requirements of, Treasury
regulations under sections 401(k) and 401(m) of the Code made to any other qualified plan of the Controlled Group, (c) exclusion of all Eligible Employees (other than highly compensated Eligible Employees) who have not met the minimum age and
service requirements of section 410(a)(1)(A) of the Code, or (d) any permissible combination thereof.
Section 5.5 Limitation
on Individual Allocations. (1) Notwithstanding any other provision of the Plan (except to the extent permitted under Section 3.6 of the Plan and section 414(v) of the Code), the maximum annual addition (as defined in Subsection
(2) of this Section) to a Member’s account for any Plan Year (which shall be the limitation year) shall in no event exceed the lesser of (a) 100% of the Member’s compensation for such Plan Year or (b) $40,000 (as such amount
is adjusted by the Secretary of the Treasury pursuant to section 415(d) of the Code).
(2) For the purposes of this Section, the term
“annual addition” means the sum for any Plan Year of:
(a) all contributions (including, without limitation, Before-Tax Contributions made pursuant to Section 3.1 but excluding Rollover Contributions) made by a member of the Controlled Group which are allocated to the Member’s account pursuant to a defined
contribution plan maintained by a member of the Controlled Group,
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(b) all employee contributions made by the Member to a defined contribution plan
maintained by a member of the Controlled Group,
(c) all forfeitures allocated to the Member’s account pursuant to a
defined contribution plan maintained by a member of the Controlled Group, and
(d) any amount attributable to medical
benefits allocated to the Member’s account established under section 419A(d)(1) of the Code if the Member is or was a key-employee (as such term is defined in section 416(i) of the Code) during such Plan
Year or any preceding Plan Year, and any amounts allocated after March 31, 1984, to the Member’s individual medical account, as defined in section 415(1)(2) of the Code, which is part of a pension or annuity plan maintained by a member of
the Controlled Group.
(3) For purposes of this Section, effective on and after January 1, 2008, the term “compensation”
shall include those items of remuneration specified in Treasury Regulation section 1.415(c)-2(b) (including ‘deemed section 125 compensation’ as defined in Treasury Regulation section 1.415(c)-2(g)(6)(ii)) and shall exclude those items of
remuneration specified in Treasury Regulation section 1.415(c)-2(c), taking into account the timing rules specified in Treasury Regulation section 1.415(c)-2(e), but shall not include any amount in excess of the limitation under section 401(a)(17)
of the Code in effect for the year. The term “compensation” as defined in the preceding sentence shall include any payments made to a Member by the later of (a) two and one-half (2-1/2) months after the date of the Member’s
severance from employment with the Controlled Group or (b) the end of the limitation year that includes the date of the Member’s severance from employment with the Controlled Group, provided that such payments (i) absent a severance
from employment, would have been paid to the Member if the Member had continued in employment with the Controlled Group and are regular compensation
32
for services performed during the Member’s regular working hours, compensation for services outside the Member’s regular working hours (such as overtime or shift differential pay),
commissions, bonuses or other similar compensation, or (ii) are for unused accrued bona fide sick, vacation or other leave that the Member would have been able to use if he had continued in employment. Effective on and after January 1,
2009, the term “compensation” shall also include any differential wage payments within the meaning of section 3401(h)(2) of the Code that are paid to a Member by a Controlled Group Member.
Section 5.6 Definitions for Limitations Provisions. (1) For purposes of applying the limitations set forth in
Section 5.5, all qualified defined benefit plans (whether or not terminated) ever maintained by the Controlled Group shall be treated as one defined benefit plan, and all qualified defined contribution plans (whether or not terminated) ever
maintained by the Controlled Group shall be treated as one defined contribution plan.
(2) As used in Section 5.5 and this
Section 5.6, the term “Controlled Group” shall be construed in the light of sections 414(b) and 414(c) of the Code, as modified by section 415(h) of the Code.
(3) Notwithstanding any other provisions of the Plan, the limitations of section 415 of the Code are hereby incorporated by reference to the
extent not described in or inconsistent with the provisions of Section 5.5 and this Section 5.6.
Section 5.7 Limitation
on Employer Contributions. An Employer’s Employer Contributions to the Trust on account of any Plan Year shall in no event exceed the amount that would be deductible for such Year for purposes of federal taxes on income under applicable
provisions of the Code and shall be made on the condition that such Contributions are deductible under applicable provisions of the Code. For the purposes of this Section, the term “Employer Contributions” shall include Before-Tax Contributions made for an Employee of an Employer.
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ARTICLE VI - INVESTMENT OF CONTRIBUTIONS
Section 6.1 Investment Funds. The Trust Fund shall be divided into Investment Funds, which shall include the Gorman-Rupp Stock Fund. The Trustee shall establish such other Investment Funds, as directed by the Committee in its discretion, which may be in addition to or in lieu of the initial Investment Funds. All Before-Tax Contributions and Employer Contributions shall be invested therein as provided in Section 6.4. Subject to applicable provisions of the Plan and Trust Agreement, the Trustee shall hold, manage,
administer, value, invest, reinvest, account for and otherwise deal with each Investment Fund separately. The Trustee shall invest and reinvest the principal and income of each such Fund and shall keep each such Fund invested, without distinction
between principal and income, as required under the terms of the Plan and Trust Agreement. Dividends, interest and other distributions received by the Trustee in respect of each Investment Fund shall be reinvested in the same Fund. The determination
of the Trustee as to whether an investment is within the category of investments which may be purchased for an Investment Fund shall be conclusive. The Trustee in its sole discretion may keep such portion of each Investment Fund in cash or cash
equivalents pending the selection and purchase of suitable investments under each such Fund or as the Trustee may from time to time deem to be advisable to maintain sufficient liquidity to meet the obligations of the Plan or for other reasons, and
the Trustee shall not be liable for interest on uninvested funds.
Section 6.2 Account;
Sub-Account. The Trustee shall establish and maintain an Account for each Member, which Account shall reflect, pursuant to Sub Accounts established and maintained thereunder, the amount, if any, of the
Member’s (a) Before Tax Contributions, (b) Employer Profit Sharing Contributions, (c) Employer Matching Contributions, (d) Flo-Pak Plan Employee Contributions, (e) Flo-Pak Plan Employer Contributions, (f) Rollover
34
Contributions and (g) Employer Age and Service Contributions. The Employer Matching Contributions Sub-Account established and maintained pursuant to the preceding sentence shall include,
effective January 1, 2007, amounts attributable to Restricted Employer Matching Contributions and Employer Matching Contributions made under the Plan prior to August 1, 2000. The Trustee shall also maintain separate records which shall
show (i) the portion of each such Sub-Account invested in each Investment Fund and (ii) the amount of contributions thereto, payments and withdrawals therefrom and the amount of income, expenses,
gains and losses attributable thereto. The interest of each Member in the Trust Fund at any time shall consist of his Account balance (as determined pursuant to Sections 7.1 and 7.2) as of the last preceding Valuation Date plus credits and minus
debits to such Account since that Date.
Section 6.3 Reports. The Trustee shall cause reports to be made quarterly to each
Member and to the Beneficiary of each deceased Member as to the value of his Account. In addition, the Trustee shall cause such a report to be made to each Member who (a) requests such a report in writing (provided that only one report shall be
furnished a Member upon such a request in any 12-month period) or (b) terminates his employment with an Employer.
Section 6.4 Investment of Contributions. (1) Each Member shall, in accordance with procedures established by the Committee,
direct that all Before Tax Contributions, Rollover Contributions and Employer Age and Service Contributions made to the Trust Fund for such Member be invested in such of the Investment Funds provided in Section 6.1 as the Member shall elect,
provided, however, that investment elections shall be made in multiples of 1% of such Contributions. An investment election made by a Member shall remain in effect and be applicable to all subsequent Before Tax Contributions, Rollover Contributions
and Employer Age and Service Contributions made for him unless an investment change is made
35
by him and becomes effective pursuant to Subsection (2) of this Section. In the absence of an effective investment election by a Member, all Before Tax Contributions, Rollover Contributions
and Employer Age and Service Contributions made to the Trust Fund for such Member shall be invested in the Investment Fund designated by the Committee for such purpose (which Investment Fund shall be a “qualified default investment
alternative” within the meaning of Department of Labor regulations). Employer Matching Contributions made on behalf of a Member on or after January 1, 2007 shall be invested in the Gorman-Rupp Stock Fund.
(2) A Member may, in accordance with procedures established by the Committee, change his investment election to any other election permitted by
Subsection (1) of this Section with respect to all subsequent Before-Tax Contributions, Rollover Contributions and Employer Age and Service Contributions made for him. In addition, a Member may, as of any Valuation Date, in accordance with
procedures established by the Committee, elect to transfer all or a part (in 1% increments) of the portion of his Account which has been invested in an Investment Fund (including any portion of his Account attributable to Employer Contributions
which has been invested in the Gorman-Rupp Stock Fund), based on the value of such Account on the immediately preceding Valuation Date, to any other Investment Fund specified by him.
Section 6.5 Directions to Trustee. The Committee shall give appropriate and timely directions to the Trustee in order to permit the
Trustee to give effect to the investment elections and investment change elections made under Section 6.4 and to provide funds for distributions and withdrawals pursuant to Article VIII and other provisions of the Plan.
Section 6.6 Loans to Members. (1) A Member who is an Employee or a “party in interest” within the meaning of section
3(14) of the Act may apply, in a manner prescribed by the Committee, for a loan from his Account (excluding his Employer Age and
36
Service Contributions Sub-Account). If the Committee determines that the Member is entitled to a loan in accordance with the following provisions of this Section, the Committee shall direct the
Trustee to make a loan to the Member from his Account (excluding his Employer Age and Service Contributions Sub-Account). Each loan shall be charged against the Member’s Sub-Accounts (excluding his Employer Age and Service Contributions
Sub-Account) in the order established by the Committee.
(2) A Member shall not be entitled to a loan under this Section unless the Member
consents to (a) the use of the Member’s Account as security as provided in Subsection (5)(c) of this Section and (b) the possible reduction of the Member’s Account as provided in Subsection (6) of this Section.
(3) Each loan shall be in an amount which is not less than $1,000. A Member may have only one loan outstanding at any one time. The maximum
loan to any Member (when added to the outstanding balance of all other loans to the Member from all qualified employer plans (as defined in section 72(p)(4) of the Code) of the Controlled Group) shall be an amount which does not exceed the lesser of
(a) $50,000, reduced by the excess (if any) of (i) the highest outstanding balance of such other loans during the
one-year period ending on the day before the date on which such loan is made, over (ii) the outstanding balance of such other loans on the date on which such loan is made, or
(b) 50% of the value of such Member’s Account on the date on which such loan is made.
(4) For each Member for whom a loan is authorized pursuant to this Section, the Committee shall (a) direct the Trustee to liquidate the
Member’s interest pro-rata from the
37
Investment Funds in which the Member’s Account is invested, (b) direct the Trustee to disburse such funds to the Member upon the Member’s execution of the promissory note and
security agreement referred to in Subsection (5)(d) of this Section, (c) transmit to the Trustee the executed promissory note and security agreement referred to in Subsection (5)(d) of this Section, and (d) establish and maintain
a separate recordkeeping account within the Member’s Account (the “Loan Account”) (i) which initially shall be in the amount of the loan, (ii) to which the funds for the loan shall be deemed to have been allocated and then
disbursed to the Member, (iii) to which the promissory note shall be allocated and (iv) which shall show the unpaid principal of and interest on the promissory note from time to time. All payments of principal and interest by a Member
shall be credited initially to his Loan Account and applied against the Member’s promissory note, and then invested in the Investment Funds pursuant to the Member’s direction under Section 6.1.
(5) Loans made pursuant to this Section:
(a) shall be made available to all Members on a reasonable equivalent basis;
(b) shall not be made available to highly compensated Eligible Employees in a percentage amount greater than the percentage
amount made available to other Members;
(c) shall be secured by the Member’s Loan Account; and
(d) shall be evidenced by a promissory note and security agreement executed by the Member which provides for:
(i) the security referred to in paragraph (c) of this Subsection;
(ii) a rate of interest determined by the Committee in accordance with applicable law;
38
(iii) repayment within a specified period of time, which shall not extend beyond
five years unless the loan is used for the purchase of the Member’s principal residence;
(iv) repayment in equal
payments over the term of the loan, with payments not less frequently than quarterly; and
(v) for such other terms and
conditions as the Committee shall determine, which shall include provision that:
(A) with respect to a Member who is an
Employee, the loan will be repaid pursuant to authorization by the Member of equal payroll deductions over the repayment period sufficient to amortize fully the loan within the repayment period, provided, however, the Committee may waive the
requirement of equal payroll deductions if the Company payroll through which the Member is paid cannot accommodate such deductions;
(B) the loan shall be prepayable in whole at any time without penalty; and
(C) the loan shall be in default and become immediately due and payable upon the first to occur of the following events:
(I) the Member’s failure to make a required payment on the promissory note, which payment remains unpaid through the end
of the calendar quarter following the calendar quarter in which such payment was due;
(II) in the case of a Member who is
not an Employee, distribution of his Account; or
39
(III) the death, retirement or termination of employment of a Member or the
occurrence of any other event permitting distribution of any portion of the Member’s Account (other than a withdrawal on account of Hardship as permitted under Section 8.6).
(6) Notwithstanding any other provision of the Plan, a loan made pursuant to this Section shall be a first lien against the Member’s Loan
Account. Any amount of principal or interest due and unpaid on the loan at the time of any default on the loan shall be deemed to be distributed to the Member at the time of default and shall be satisfied by deduction from the Member’s Loan
Account, as follows:
(a) in the case of a Member who is an Employee and who is not, at the time of the default, eligible
to receive distribution of his Account under the provisions of Article VIII, other than a withdrawal on account of Hardship under Section 8.6, or by order of a court, at such time as he first becomes eligible to receive distribution of his
Account under the provisions of Article VIII, other than a withdrawal on account of Hardship under Section 8.6, or by order of a court; or
(b) in the case of any other Member, immediately upon such default.
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ARTICLE VII - MAINTENANCE AND VALUATION
OF MEMBERS’ ACCOUNTS
Section 7.1 Valuation of Investment Funds. (1) The Trustee shall, as of the close of business on each Valuation Date,
determine the value of each Investment Fund. Each such valuation shall be made on the basis of the market value (as determined by the Trustee) of the assets of each Fund, except that property which the Trustee determines does not have a readily
determinable market value, and bonds and notes issued or guaranteed by the United States, shall be valued at fair market value as determined by the Trustee in such manner as it deems appropriate, and the Trustee’s determination of such value
shall be conclusive on all interested persons for all purposes of the Plan. A similar valuation shall be made at any other time upon the written direction of the Committee to the Trustee or when the Trustee deems it appropriate to make such a
valuation.
(2) The Trustee shall determine, from the change in value of each Investment Fund between the current Valuation Date and the
then last preceding Valuation Date, the net gain or loss of each such Fund during such period resulting from expenses and realized and unrealized earnings, profits and losses of the Fund during such period. For this purpose, income or other earnings
accrued but not collected during such period and expenses incurred but not paid during such period shall not be counted, and the transfer of funds to or from an Investment Fund pursuant to Section 6.4 or Section 9.8, Before-Tax Contributions and Employer Contributions allocated to an Investment Fund, and payments, distributions and withdrawals from an Investment Fund to provide benefits under the Plan for Members or
Beneficiaries shall not be deemed to be earnings, profits, expenses or losses of the Investment Fund.
(3) After each Valuation Date, the
net gain or loss of each Investment Fund determined pursuant to Subsections (1) and (2) of this Section shall be allocated as of such
41
Valuation Date to the Accounts of Members and Beneficiaries of deceased Members in proportion to the amounts of such Accounts invested in each Fund on such Valuation Date. In determining the
amounts of Accounts on a Valuation Date for the purposes of this Subsection (3), Before-Tax Contributions and Employer Contributions to the Trust during or on account of a Plan Year shall be deemed to have
been made and allocated to the Accounts of Members on the first day following the close of such Year. However, the Committee may adopt rules to the effect that in determining the allocation of the net gain or loss of each Investment Fund for any
such period there shall be counted, on a proportionate basis, distributions from or other debits to the Accounts of Members and Beneficiaries since the beginning of such period to the extent the amounts so distributed or debited were in such Fund
during such period. Such rules shall be uniform in their application to all persons who are similarly situated.
Section 7.2
Procedures in Making Allocations and Corrections. In computing the allocation of Employer Contributions and of the net gain or loss of each Investment Fund, computations shall be made to four decimal places unless the Committee determines
that a different number of decimal places should be used. In computing the amounts to be allocated and credited or debited to the Accounts of Members or Beneficiaries, computations shall be made to the nearest cent or, in the discretion of the
Committee, to the last full cent, ten cents or dollar, and any resulting excess or deficiency shall either be treated as general earnings or expenses of the Fund or be used to correct errors in determining or making any debits or credits to the
Accounts of Members or Beneficiaries, all as determined by the Committee in its discretion. Errors in determining or making any credits or debits to Accounts may be adjusted in such manner as the Committee and the Trustee deem to be fair and
feasible, including, but not limited to, the recomputation of the credits or debits in question, the addition of adjustments to
42
the income or expenses of an Investment Fund or the making of adjustments as provided in the preceding sentence. The Trustee need not delay distributions because of the possibility of such
recomputations and adjustments, and, to the extent permitted by applicable law, neither the Trustee, any Employer nor the Committee (either as a committee or as individuals) shall be liable for any overpayment made by the Trustee in reliance upon
the amounts of the Accounts of Members or Beneficiaries as reflected at the time of such distribution in the record of such Accounts maintained by the Trustee as provided in Section 6.2.
Section 7.3 Registration and Voting of Gorman-Rupp Stock. All shares of Gorman-Rupp Stock acquired by the Trustee shall be held in the possession of the Trustee or in a depository until disposed of pursuant to provisions of the Plan. Such shares may be registered in the name of the
Trustee or its nominee. Before each annual or special meeting of its stockholders, the Company shall cause to be sent to each Member and Beneficiary of a deceased Member who has Gorman-Rupp Stock allocated to
his Account on the record date of such meeting a copy of the proxy solicitation material therefor, together with a form requesting confidential instructions to the Trustee on how to vote the shares of
Gorman-Rupp Stock (including fractional shares) allocated to such Member’s Account. Upon receipt of such instructions, the Trustee shall vote the shares as instructed. Instructions received from
individual Members and Beneficiaries by the Trustee shall be held in the strictest confidence and shall not be divulged or released to any person including officers or Employees of the Company. To the extent a Member or Beneficiary does not direct
the Trustee in whole or in part with respect to the exercise of voting rights arising under Gorman-Rupp Stock allocated to his Account, such voting rights shall not be exercised by the Trustee.
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Section 7.4 Tender or Sale of Gorman-Rupp
Stock. (1) Except to the extent necessary to give effect to investment elections and investment change elections made under Section 6.4 and to make distributions or withdrawals from the Plan as provided in Article VIII or except as
otherwise expressly provided in the Plan or the Trust Agreement, the Trustee shall not sell, alienate, encumber, pledge, transfer or otherwise dispose of, or tender or withdraw, any Gorman Rupp Stock held by it under the Plan. In the event the
Committee determines that a tender offer for shares of Gorman-Rupp Stock has commenced, then, notwithstanding any other provision of the Plan or Trust Agreement, the following provisions of this Section shall
become applicable.
(2) In the event it is determined that an offer described in Subsection (1) of this Section has commenced, the
Trustee shall cause to be sent to each Member and Beneficiary of a deceased Member who, on the effective date of such offer or at any time during the effective period of such offer, has Gorman-Rupp Stock
allocated to his Account all pertinent information in respect of such offer, including all the terms and conditions thereof, together with a form prescribed by the Trustee pursuant to which each such Member and Beneficiary may direct the Trustee to
tender or sell pursuant to such offer all or part of the shares of Gorman-Rupp Stock so allocated to his Account. The Trustee shall tender or sell only those shares of
Gorman-Rupp Stock as to which valid and timely directions to tender or sell are received and not validly and timely revoked, and all other shares of Gorman-Rupp Stock
held under the Plan shall continue to be held by the Trustee. If in the course of an offer described in Subsection (1) of this Section there shall arise any issue on which Members or Beneficiaries of deceased Members who have directed the
tender or sale of shares of Gorman-Rupp Stock are required or have an opportunity to alter their circumstances (including but not limited to an opportunity to withdraw shares of
44
Gorman-Rupp Stock previously tendered and an opportunity to tender shares of Gorman-Rupp Stock in a competing
offer), the Trustee shall, in accordance with the foregoing provisions of this Subsection (2) and to the extent reasonably practicable, solicit the directions of such Members and Beneficiaries with respect to each such issue and act in response
to such directions. The instructions received by the Trustee from Members or Beneficiaries shall be held by the Trustee in strict confidence and shall not be divulged or released to any person, including directors, officers or employees of the
Company or any Employer, except as otherwise required by law.
(3) Funds received in exchange for tendered shares of Gorman-Rupp Stock
shall be used by the Trustee to purchase Gorman-Rupp Stock (or other employer securities within the meaning of section 407(d) of the Act) as soon as practicable. In the interim, the Trustee shall invest such funds in
short-term investments permitted under the Trust Agreement.
(4) Any decision by a Member or
Beneficiary to tender (or not tender) or to sell (or not sell) pursuant to Subsection (2) of this Section shall constitute an exercise of control over the assets in his Account by such Member or Beneficiary within the meaning of section 404(c)
of the Act, and each Member or Beneficiary who so exercises such control shall by such exercise release and agree, on his behalf and on the behalf of his heirs and beneficiaries, to indemnify and hold harmless the Trustee, the Employers and the
Committee from and against any claim, demand, loss, liability, cost or expense (including reasonable attorney’s fees) caused by or arising out of such exercise, including without limitation any diminution in value or losses incurred from such
exercise.
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ARTICLE VIII - VESTING, DISTRIBUTIONS AND WITHDRAWALS
Section 8.1 Nonforfeitable Member Interests. (1) Each Member’s Vested Interest in his Account, other than his interest
in his Flo-Pak Plan Employer Contributions Sub-Account, shall be distributed and withdrawn only as provided in the following Sections of this Article.
(2) Each Member who is a Former Flo-Pak Plan Member shall have a 100% vested and nonforfeitable interest in his Flo-Pak Plan Employer
Contributions Sub-Account, which shall be distributed and withdrawn only as provided in the following Sections of this Article.
(3) If a
former participant in the Flo-Pak Plan who forfeited all or a portion of his interest under the Flo-Pak Plan on account of a distribution or deemed distribution to him from the Flo-Pak Plan becomes an Eligible Employee under this Plan, such former
participant shall have the right to repay to the Plan the full amount of the distribution attributable to employer contributions on or before the earlier of the date such participant incurs five consecutive one-year “Breaks in Service” (as
defined in the Flo-Pak Plan) following the date of distribution or five years after the first date on which such participant is subsequently reemployed. If a former participant under the Flo-Pak Plan who received a deemed distribution from the
Flo-Pak Plan is reemployed as an Eligible Employee prior to incurring five consecutive one-year “Breaks in Service” (as defined in the Flo-Pak Plan), such former participant will be deemed to have immediately repaid such distribution to
the Plan. In the event of a repayment as described in this Subsection, an Account shall be established for such Former Flo-Pak Plan Member or such former participant with a value equal to such participant’s account attributable to employer
contributions at the time the distribution or deemed distribution was made. The sources for such restoration shall, in the discretion of the Employer, be income or gain to the Plan, forfeitures or Employer Contributions.
46
(4) Notwithstanding any provision of the Flo-Pak Plan, any forfeitures arising under the
provisions of the Flo-Pak Plan shall be applied to reduce Employer Contributions under this Plan.
Section 8.2 Distributions on
Death While an Employee. If a Member dies while in the employ of a Controlled Group Member or, effective January 1, 2007, while performing “qualified military service” as defined in section 414(u)(5) of the Code, his entire
Account shall be paid to the Member’s Beneficiary in a lump sum in cash and/or shares of Gorman-Rupp Stock to the extent provided in Section 8.12, as elected by the Beneficiary, within 60 days after
the date of such Member’s death.
Section 8.3 Distributions on Other Employment Severance. (1) If a Member’s
Employment Severance occurs other than by reason of his death, the entire Vested Interest in his Account shall be paid to him in a lump sum in cash and/or shares of Gorman-Rupp Stock to the extent provided in
Section 8.12, as elected by the Member, at the time provided in Subsection (3) of this Section.
(2) If a Member incurs an
Employment Severance at a time when he does not have a 100% Vested Interest in his Employer Age and Service Contributions Sub-Account (if any), he shall, as of the earlier of (a) the Valuation Date used in respect of the payment (or deemed
payment) of his Vested Interest in his Account or (b) the Valuation Date coinciding with or next following the date on which he incurs 5 consecutive 1-Year Periods of Severance, forfeit his Employer Age and Service Contributions Sub-Account,
and the amount so forfeited shall be used to reduce Employer Contributions under this Plan.
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(3) Notwithstanding any other provision of the Plan, if the value of a Member’s Vested
Interest in his Account is $5,000 or less, distribution of his Vested Interest shall be made as soon as practicable after the date of his Employment Severance. If the value of a Member’s Vested Interest in his Account exceeds $5,000,
distribution of such Vested Interest shall not be made prior to the Member’s attainment of age 70 without his written request. If a lump sum payable to a Member pursuant to this Section 8.3 exceeds $1,000 but does not exceed $5,000, and
the Member does not elect, within such period and in accordance with such procedures as the Administrator shall prescribe, to have the lump sum paid directly to an “eligible retirement plan” in a direct rollover as provided in
Section 8.11 or to receive the lump sum directly, the Administrator shall cause the distribution to be paid in a direct rollover to an individual retirement plan designated by the Administrator. If the value of a Member’s Vested Interest
in his Account is zero, such Vested Interest shall be deemed to have been distributed to the Member pursuant to this Subsection.
(4) If a
Member forfeits his Employer Age and Service Contributions Sub-Account, as provided in Subsection (2) of this Section, and he is subsequently rehired by a Controlled Group member after he has incurred 5 consecutive 1-Year Periods of Severance,
his Years of Service after such rehire shall have no effect on the amount of such forfeiture, but if his Vested Interest was paid (or deemed paid) to him pursuant to this Section, he is rehired before he incurs 5 consecutive 1-Year Periods of
Severance and he repays to the Trust, not later than the earlier of (a) the end of the 5 year period beginning with his date of rehire or (b) the close of the first period of 5 consecutive 1-Year Periods of Severance incurred by him after
such payment of his Vested Interest, an amount equal to such payment, (i) his Years of Service to which such payment related shall be reinstated for all purposes of the Plan, (ii) his Years of Service after
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such rehire shall be counted for all purposes of the Plan and (iii) the amount of his Employer Age and Service Contributions Sub-Account shall be restored, as of the date of such repayment,
to an amount which is not less than the amount determined to be forfeited under Subsection (2) of this Section, unadjusted by any subsequent gains or losses to the Trust. If the payment of the Member’s Vested Interest was a deemed payment
under this Section, for purposes of the preceding sentence the Member shall be deemed to have repaid such payment to the Trust on the date of his rehire. Any amount required to restore the Member’s Employer Age and Service Contributions
Sub-Account shall be deducted from the forfeitures for the taxable year in which the Member makes such repayment and, to the extent such forfeitures are not sufficient, the Employer’s contributions shall be increased.
Section 8.4 Distributions on Death after Employment Severance . If a Member dies after his Employment Severance Date and before his
entire Vested Interest has been paid to him, the balance of his Vested Interest shall be paid to his Beneficiary as provided in Section 8.3.
Section 8.5 Time of Distribution. Effective as of January 1, 1997 and subject to the provisions of Section 8.6, the
distribution of a Member’s Vested Interest in his Account shall occur as provided in the preceding Sections of this Article, but in no event later than 60 days after the close of the Plan Year in which the latest of the following events occurs:
(1) the date on which the Member attains age 70, (2) the 10th anniversary of the year in which the Member commenced membership in the Plan, or (3) the date of the Member’s termination of employment with the Controlled Group;
provided, however, that (a) a distribution to a Member pursuant to Section 8.3 shall be made not later than the time provided in the following sentences of this Section and (b) a distribution to a Beneficiary pursuant to Sections 8.2
and 8.4 shall be made within five years after the Member’s death. Notwithstanding any other provision of the
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Plan, to the extent required under section 401(a)(9) of the Code, the entire Vested Interest of the Account of a Member who is a 5-percent owner (as defined in section 416 of the Code) or who
attains age 70 1⁄2 prior to January 1, 1999 shall be distributed or commence to be distributed to him, in accordance with Section 8.3 or section
401(a)(9) of the Code (as elected by the Member), not later than April 1 of the calendar year following the calendar year in which he attains age 70 1⁄2
(whether or not his employment with the Controlled Group has terminated) and, with respect to such Members who are Employees, on December 31 of such year and each succeeding year. In addition, the entire Vested Interest of the Account of any
other Member shall be distributed or commence to be distributed to him, in accordance with Section 8.3 or section 401(a)(9) of the Code (as elected by the Member), not later than April 1 of the calendar year following the later of
(I) the calendar year in which he attains age 70 1⁄2 or (II) the calendar year of his termination of employment; provided, however, that a Member who
attains age 70 1⁄2 while an Employee may elect to have his Vested Interest in his Account distributed or commence to be distributed to him, in accordance with
Section 8.3 or section 401(a)(9) of the Code (as elected by the Member), on the April 1 of the calendar year following the calendar year in which he attains age 70 1⁄2. For purposes of this Section, distributions elected to be made in accordance with section 401(a)(9) of the Code shall be made in accordance with the provisions of Section 8.14.
Section 8.6 Withdrawal on Hardship. (1) Pursuant to procedures prescribed by the Committee, effect as of any Valuation Date, a
Member who has established the existence of a Hardship may withdraw in cash such portion of his Rollover Contributions Sub-Account, if any, as is necessary to alleviate such Hardship (as determined under
Subsection (5) of this Section).
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(2) Pursuant to the procedures prescribed by the Committee, effective as of any Valuation Date, a
Member who has withdrawn his entire Rollover Contributions Sub-Account and who has established the existence of a Hardship may withdraw in cash such part of his Employer Profit Sharing Contributions Sub-Account, if any, as is necessary to alleviate
such Hardship (as determined under Subsection (5) of this Section).
(3) Pursuant to the procedures prescribed by the Committee,
effective as of any Valuation Date, a Member who has withdrawn his entire Rollover Contributions Sub-Account and his Employer Profit Sharing Contributions Sub-Account and who has established the existence of a
Hardship may withdraw in cash such part of his Employer Matching Contributions Sub-Account, if any, as is necessary to alleviate such Hardship (as determined under Subsection (5) of this Section).
(4) Pursuant to the procedures prescribed by the Committee, effective as of any Valuation Date, a Member who has withdrawn his entire Rollover
Contributions Sub-Account, his entire Employer Profit Sharing Contributions Sub-Account and his entire Employer Matching Contributions Sub-Account and who has established the existence of a Hardship may
withdraw in cash such part of his Before-Tax Contributions Sub-Account (except any earnings allocated thereto) as is necessary to alleviate such Hardship (as determined under Subsection (5) of this Section).
(5) For purposes of this Plan, a withdrawal will be treated as being necessary to alleviate such Hardship only if (a) the withdrawal does
not exceed the amount necessary to meet such financial needs (including any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from such distribution); (b) the Member has obtained all
distributions, other than hardship withdrawals, and all nontaxable (at
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the time of the loan) loans currently available under the Plan and any other plan maintained by any Employer; and (c) the Member’s Before-Tax Contributions (or any comparable
contributions to any other plan maintained by any Employer) are suspended for a period of 6 months following receipt of the Hardship withdrawal. For purposes of the preceding sentence, the phrase “any other plan maintained by any Employer”
means any other qualified or nonqualified deferred compensation plan maintained by any Employer, including a stock option, stock purchase or similar plan, or a cash or deferred arrangement that is part of a cafeteria plan within the meaning of
section 125 of the Code (other than mandatory employee contributions under a welfare or pension plan), and such phrase shall be interpreted in a manner consistent with Treasury regulations issued under section 401(k) of the Code.
(6) Notwithstanding any other provision of the Plan to the contrary, (a) a Former Flo-Pak Plan Member may not withdraw any amounts held in
his Flo-Pak Plan Employee Contributions Sub-Account or his Flo-Pak Plan Employer Contributions Sub-Account on account of a Hardship and (b) a Post-2007 Member may not withdraw any amounts in his Employer Age and Service Contributions
Sub-Account on account of a Hardship.
Section 8.7 Other Withdrawals. (1) A Member, who is an Employee and who is at least
age 59 1⁄2, may withdraw from the Plan all or any part of his Vested Interest in his Account (excluding his Employer Age and Service Contributions
Sub-Account); provided, however, that any such withdrawal shall be in an amount not less than $1,000, or if the Vested Interest in his Account balance is less than $1,000, the entire Vested Interest in his Account balance. Any such withdrawal shall
be made in accordance with nondiscriminatory and objective standards consistently applied by the Committee, and shall be made pro-rata from the Member’s Sub Accounts (excluding his Employer Age and Service Contributions Sub-Account).
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(2) A Member may withdraw from the Plan all or any part of his Rollover Contributions
Sub-Account; provided, however, that any such withdrawal shall be in an amount not less than such minimum amount as the Committee may establish to facilitate administration of the Plan.
Section 8.8 Order of Distributions and Withdrawals. In the event a distribution or withdrawal is to be made from the Trust Fund
pursuant to any provision of the Plan or Trust Agreement and is necessary to liquidate part (but not all) of the Member’s Account which is invested in more than one Investment Fund, such distribution or withdrawal will be taken pro-rata from
the Investment Funds in which the Member’s Account is invested.
Section 8.9 Facility of Payment. In the event the
Committee finds that any Member or Beneficiary to whom a benefit is payable hereunder is unable to care for his affairs because of physical, mental, or legal incompetence, the Committee, in its discretion, may cause any payment due to him hereunder,
for which prior claim has been made by a duly qualified guardian or other legal representative, to be paid to the individual or institution deemed by the Committee to be maintaining or responsible for the maintenance of such Member or Beneficiary.
Any such payment shall be deemed a payment for the account of such Member or Beneficiary and shall constitute a complete discharge of any liability therefor under the Plan.
Section 8.10 Duplication of Benefits. To the extent permitted by law and except as otherwise provided in the Plan, benefits under
this Plan shall be in addition to benefits provided under any other employee pension benefit plan (as such term is defined in section 3(2) of the Act) which is now or hereafter adopted or maintained by any member of the Controlled Group.
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Section 8.11 Transfers of Eligible Rollover Distributions. (1) If a Member,
Spouse or, effective as of January 1, 2007, any other Beneficiary who is a designated beneficiary within the meaning of section 401(a)(9)(E) of the Code is eligible to receive a distribution from the Plan that constitutes an “eligible
rollover distribution” (as defined in Subsection (3) of this Section) and the Member, Spouse or other Beneficiary elects to have all or a portion of such distribution paid directly to an “eligible retirement plan” (as defined in
Subsection (3) of this Section) and specifies the eligible retirement plan to which the distribution is to be paid, such distribution (or portion thereof) shall be made in the form of a direct rollover to the eligible retirement plan so
specified. A Member, Spouse or other Beneficiary may not elect a direct rollover of a portion of an eligible rollover distribution unless the amount to be rolled over is at least $500. A direct rollover is a payment made by the Plan to the eligible
retirement plan so specified for the benefit of the Member, Spouse or other Beneficiary. Notwithstanding the preceding provisions of this Section, a direct rollover of an eligible rollover distribution shall not be made if a Member’s,
Spouse’s or other Beneficiary’s eligible rollover distributions for a Plan Year are reasonably expected to total less than $200. Unless otherwise specifically provided herein, for purposes of this Section, the term “Spouse” shall
include a former spouse who is an alternate payee under a qualified domestic relations order, as defined in section 414(p) of the Code.
(2) The Company shall prescribe reasonable procedures for elections to be made pursuant to this Section. Not earlier than 180 days or later
than 30 days before the payment of an eligible rollover distribution (or such other time as is prescribed by Treasury regulations or rulings), the Company shall provide a written notice to the Member, Spouse or other Beneficiary describing his or
her rights under this Section and such other information required to be provided under section 402(f) of the Code.
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(3) For purposes of the Plan, the term “eligible rollover distribution” means any
distribution of all or any portion of the balance to the credit of the distributee from the Plan, except (a) 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, (b) any distribution to the extent the
distribution is required under section 401(a)(9) of the Code, (c) the portion of any distribution that is not includible in gross income, (d) any withdrawal on account of Hardship and (e) such other amounts specified in Treasury
regulations or rulings issued under section 402(c) of the Code. For purposes of this Section, the term “eligible retirement plan” means an individual retirement account or annuity described in section 408 of the Code, a defined
contribution plan that meets the requirements of section 401(a) of the Code and accepts rollovers, an annuity plan described in section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan described in
section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan
from this Plan, effective January 1, 2008 a Roth IRA described in section 408A(b) of the Code, or any other type of plan that is included within the definition of “eligible retirement plan” under section 401(a)(31)(E) of the Code. The
term “eligible retirement plan” as defined in this Section shall also apply in the case of a distribution paid to a Spouse after a Member’s death, or to a Spouse or former Spouse who is an alternate payee. Notwithstanding the
foregoing, with respect to a Beneficiary who is not a Member’s Spouse and who is eligible to elect a direct rollover as provided in this Section 8.11, an “eligible retirement plan” shall mean only an individual retirement account
or annuity described in section 408 of the Code.
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Section 8.12 Distribution of Gorman-Rupp
Stock. Notwithstanding the preceding provisions of this Article, a Member or Beneficiary who is eligible to receive a distribution under Section 8.2, 8.3 or 8.4 or a withdrawal under Section 8.7 (but not Section 8.6) may elect to
receive that portion of his distribution which is attributable to his interest in the Gorman-Rupp Stock Fund in the form of whole shares of Gorman-Rupp Stock and cash with respect to the remainder of his interest in such Fund.
Section 8.13 Distributions Pursuant to a QDRO. If a qualified domestic relations order (as defined in section 414(p) of the Code)
so provides, the portion of a Member’s Vested Interest in his Account that is payable to the alternate payee(s) may be distributed to the alternate payee(s) at the time specified in such order, regardless of whether the Member is entitled to a
distribution from the Plan at such time. The portion of the Vested Interest in his Account so payable shall be valued as of the Valuation Date coinciding with or next following the date specified in such order.
Section 8.14 Distributions Pursuant to Section 401(a)(9) of the Code.
(1) Definitions. For the purposes of this Section, the following terms, when used with initial capital letters, shall have the following
respective meanings:
(a) Designated Beneficiary: The person who is designated as the Beneficiary (as defined in
Section 1.1(8)) and is the designated beneficiary under section 401(a)(9) of the Code and section 1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.
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(b) Distribution Calendar Year: A calendar year for which a minimum
distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For
distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under paragraph (b) of Subsection (3) below. The required minimum distribution
for the Member’s first Distribution Calendar Year will be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the
Distribution Calendar Year in which the Member’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.
(c) Life Expectancy: Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the
Treasury Regulations.
(d) Member’s Account Balance: The Account balance as of the last Valuation Date in the
calendar year immediately preceding the distribution calendar year (the “Valuation Calendar Year”) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the Valuation
Calendar Year after the Valuation Date and decreased by distributions made in the Valuation Calendar Year after the Valuation Date. The Account balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan
either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year. For purposes of this paragraph and this Section 8.14, any reference to “Account balance” or a
“Member’s Account balance” shall mean only the Member’s Vested Interest in his Account balance.
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(e) Required Beginning Date: The applicable date specified in Subsection
(3) below.
(2) General Rules. Notwithstanding any provision of the Plan to the contrary, all distributions under the Plan
shall be made in accordance with this Section and the Treasury Regulations issued under section 401(a)(9) of the Code, provided that this Section and such Treasury Regulations shall override the other distribution provisions of the Plan only to the
extent required by the provisions of section 401(a)(9) of the Code and such Treasury Regulations.
(3) Time of Distribution.
(a) The Member’s entire Vested Interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date. Except as described in paragraph (b) below, the Required Beginning Date of
a Member who is a 5% owner (as defined in section 416 of the Code) shall be the April 1 of the calendar year following the calendar year he attains age
70 1⁄2 and the Required Beginning Date of any other Member shall be the April 1 of the calendar year following the later of (i) the calendar year he
terminates employment or (ii) the calendar year he attains age 70 1⁄2. Notwithstanding the foregoing, a Member who is not a 5% owner may elect to have his
entire Vested Interest distributed, or begin to be distributed, by the April 1 of the year following his attainment of age 70 1⁄2.
(b) If the Member dies before distributions begin, the Member’s entire Vested Interest will be distributed, or begin to be
distributed, no later than as follows:
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(i) If the Member’s surviving Spouse is the Member’s sole Designated
Beneficiary, then, unless the election described in paragraph (d) below is made, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by
December 31 of the calendar year in which the Member would have attained age 70 1⁄2, if later.
(ii) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then, unless the election
described in paragraph (d) below is made, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.
(iii) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death,
the Member’s entire Vested Interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.
(iv) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after
the Member, but before distributions to the surviving Spouse begin, this paragraph (b), other than subparagraph (i) above, will apply as if the surviving Spouse were the Member.
(c) For purposes of this Section, unless subparagraph (iv) of paragraph (b) above applies, distributions are
considered to begin on the Member’s Required Beginning Date. If subparagraph (iv) of paragraph (b) above applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under
subparagraph (i) of paragraph (b) above.
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(d) Notwithstanding the foregoing, if a Member dies before distributions begin
and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the Required Beginning Date specified above if the Member or the Beneficiary elects, on an individual basis, that the Member’s entire
Vested Interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member’s death; provided, however, that if the Member’s surviving Spouse is the
Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member, but before distributions to either the Member of the surviving Spouse begin, this election will apply as if the surviving Spouse were the Member. The election
provided in this paragraph (d) must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin, or by September 30 of the calendar year which contains the fifth anniversary
of the Member’s (or, if applicable, surviving Spouse’s) death.
(4) Required Minimum Distributions During Member’s
Lifetime. (a) During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:
(i) the quotient obtained by dividing the Member’s Account balance by the distribution period in the Uniform Lifetime
Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or
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(ii) if the Member’s sole Designated Beneficiary for the Distribution
Calendar Year is the Member’s Spouse, the quotient obtained by dividing the Member’s Account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury Regulations, using the Member’s
and Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution Calendar Year.
(b)
Required minimum distributions will be determined under this Subsection (4) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.
(5) Required Minimum Distributions After Member’s Death.
(a) Death on or after date distributions begin:
(i) If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that
will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account balance by the longer of the remaining Life Expectancy of the Member or the remaining
Life Expectancy of the Member’s Designated Beneficiary, determined as follows:
(A) The Member’s remaining Life
Expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.
(B)
If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of
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the Member’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death,
the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.
(C) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent year.
(ii) If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30
of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account balance
by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.
(b) Death before date distributions begin:
(i) If the Member dies before the date distributions begin and there is a Designated Beneficiary, then, unless the election
described in paragraph (d) of Subsection (3) above is made, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s
Account balance by the remaining Life Expectancy of the Member’s Designated Beneficiary, determined as provided in paragraph (a) above.
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(ii) If the Member dies before the date distributions begin and there is no
Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire Vested Interest will be completed by December 31 of the calendar year containing the fifth
anniversary of the Member’s death.
(iii) If the Member dies before the date distributions begin, the Member’s
surviving Spouse is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under subparagraph (i) of Subsection (3)(b) above, this paragraph
(b) will apply as if the surviving Spouse were the Member.
(6) Waiver for 2009 Plan Year. Notwithstanding any provision of
this Section 8.14 or the Plan to the contrary:
(a) Subject to Subsection (6)(b), a Member or Beneficiary who would
have been required to receive required minimum distributions for 2009 but for the enactment of section 401(a)(9)(H) of the Code (“2009 RMDs”) and who would have satisfied that requirement by receiving distributions that are (i) equal
to the 2009 RMDs or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of the Member, the joint lives (or joint
life expectancy) of the Member and the Member’s Designated Beneficiary or for a period of at least 10 years, will receive those distributions
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for 2009 unless the Member or Beneficiary chooses not to receive such distributions. Member and Beneficiaries described in the preceding sentence will be given the opportunity to elect to stop
receiving the distributions described in the preceding sentence.
(b) Notwithstanding the provisions of Subsection (6)(a),
a Member or Beneficiary whose first required minimum distribution is a 2009 RMD that would have been required to be distributed but for the enactment of section 401(a)(9)(H) of the Code and who would have satisfied the requirement to receive minimum
required distributions for 2009 by receiving distributions that are (i) equal to the 2009 RMDs or (ii) one or more payments in a series of substantially equal distributions (that include the 2009 RMDs) made at least annually and expected
to last for the life (or life expectancy) of the Member, the joint lives (or joint life expectancy) of the Member and the Member’s Designated Beneficiary or for a period of at least 10 years, will not receive those distributions for 2009,
unless the Member or Beneficiary chooses to receive such distributions. Members and Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive the distributions described in the preceding sentence.
(c) For purposes of this Subsection (6), a direct rollover will be offered only for distributions that would be eligible
rollover distributions without regard to section 401(a)(9)(H) of the Code.
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ARTICLE IX - ADMINISTRATION OF THE TRUST FUND
Section 9.1 Appointment of Trustee. The Company has appointed the Trustee to act under the Plan and has executed the Trust
Agreement with such Trustee. The Company may, without the consent of any Member, other Employer or other person, execute amendments to such Trust Agreement, execute such further agreements as it in its sole discretion may deem necessary or desirable
to carry out the Plan, or at any time, upon 30 days written notice, remove the Trustee and appoint a successor.
Section 9.2 Duties
of Trustee. The Trustee shall invest Before-Tax Contributions and Employer Contributions paid to it and earnings thereon in accordance with the Plan and Trust Agreement. The Trustee shall also establish
and maintain separate Accounts for each Member in accordance with Articles IV, VI and VII. The Trustee in its relation to the Plan shall be entitled to all of the rights, privileges, immunities and benefits conferred upon it by the Plan or Trust
Agreement and shall be subject to all of the duties imposed upon it by the Plan and Trust Agreement. The Trustee Agreement is hereby incorporated in the Plan by reference, and each Employer, by adopting the Plan, approves the Trust Agreement and
authorizes the Company to execute any amendment or supplement thereto in its behalf.
Section 9.3 The Trust Fund. The Trust
Fund shall be held by the Trustee for the exclusive benefit of the Members and their Beneficiaries and shall be invested by the Trustee upon such terms and in such property as is provided in the Plan and in the Trust Agreement. The Trustee shall
from time to time make payments and distributions from the Trust Fund as provided in the Plan.
Section 9.4 No Guarantee Against
Loss. Neither the Trustee nor any Employer nor the Committee nor any member of the Committee in any manner guarantees the Trust Fund or any part thereof against loss or depreciation. All persons having any interest in the Trust Fund shall look
solely to the Trust Fund for payment with respect to such interest.
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Section 9.5 Payment of Benefits. All payments of benefits provided for by the Plan
shall be made solely out of the Trust Fund and in accordance with instructions given to the Trustee by the Committee pursuant to the terms of the Plan, and neither any Employer nor the Trustee nor the Committee nor any member of the Committee shall
be otherwise liable for any benefits payable under the Plan.
Section 9.6 Compensation and Expenses. The Trustee shall be
entitled to receive such reasonable compensation for its services as may be agreed upon by it and the Company. Such compensation and the expenses of the Trustee and other expenses necessary for the proper administration of the Plan and Trust,
including without limitation, costs incident to the purchase and sale of securities, such as brokerage fees, commissions and transfer taxes, shall be paid by the Trustee from the Trust Fund, except that the Employers may, in their sole discretion,
pay all or any part of such compensation and expenses. Taxes, if any, on any property held by the Trustee shall be paid out of the Trust Fund and taxes, if any, other than transfer taxes, on distributions to a Member or Beneficiary of a Member shall
be paid by the Member or the Beneficiary, respectively.
Section 9.7 No Diversion of Trust Fund. Except as provided in Sections
4.3(2), 5.1(3), 5.2(5), 5.5(4) and 9.6, it shall be and is hereby made impossible, at any time prior to the satisfaction of all liabilities with respect to Employees and their Beneficiaries under the Plan, for any part of the corpus or income of the
Trust Fund to be (within the taxable year or thereafter) used for, or diverted to, purposes other than the exclusive benefit of Employees or their Beneficiaries.
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Section 9.8 Transfer to this Plan from Other Plans. (1) The Trustee shall, at
the direction of the Committee, receive and thereafter hold and administer as a part of the Trust Fund for a Member all cash and other property which may be transferred to the Trustee from a trust held under another plan in which the Member was a
participant, which meets the requirements of sections 401(a) and 501(a) of the Code (“a qualified trust”) and which is not subject to the survivor annuity requirements of section 401(a)(11) of the Code. Subject to other provisions of the
Plan and Trust Agreement, the Trustee shall have the authority to sell or otherwise convert to cash any property transferred to it pursuant to this Section.
(2) Cash or other property transferred to the Trustee pursuant to Subsection (1) of this Section shall be allocated to such Investment
Fund(s) (including a new Investment Fund or Investment Funds established and maintained by the Trustee) as the Trustee shall determine.
(3) Notwithstanding the preceding provisions of this Section, the Trustee shall at the direction of the Committee receive and thereafter hold
and administer as part of the Trust Fund all cash or other property which may be transferred to it from the Flo-Pak Plan as a consequence of the merger of the Flo-Pak Plan into the Plan. With respect to a transfer described in the preceding
sentence, (a) the transferred amounts shall be allocated to Flo-Pak Plan Employee Contributions Sub-Accounts or Flo-Pak Plan Employer Contributions Sub-Accounts, as applicable, and shall be invested in the Investment Funds in accordance with
procedures established by the Committee, and (b) the provisions of section 411(d)(6) of the Code shall be satisfied with respect to the transferred amounts. A Member who has such amounts transferred to the Plan on his behalf may elect to
transfer all or a portion of such amounts that have been invested in an Investment Fund or Funds to any other Investment Fund or Funds at the time and in the manner provided in Section 6.4(2).
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ARTICLE X - ADOPTION OF THE PLAN BY OTHER EMPLOYERS
Section 10.1 Adoption. Any member of the Controlled Group may, with the consent of the Company, adopt the Plan and thereby become
an Employer hereunder by executing an instrument evidencing such adoption on the order of its Board of Directors and filing a copy thereof with the Company and the Trustee, and such instrument shall (subject to such terms and conditions as the
Company may require or approve) become incorporated in the Plan by reference.
Section 10.2 Withdrawal of Employer. Any
Employer (other than the Company) which adopts the Plan may elect separately to withdraw from the Plan, and such withdrawal shall constitute a termination of the Plan as to it, but amendments to the Plan (except those made pursuant to Sections 10.1
and 10.3) may be made only by the Company. Any such withdrawal shall be expressed in an instrument executed by the withdrawing Employer on the order of its Board of Directors and filed with the Company, the Committee and the Trustee. In the event of
such a withdrawal of an Employer or in the event the Plan is terminated as to an Employer (but not all the Employers) pursuant to Section 14.1, such Employer shall cease to be an Employer and, as soon as practicable after such withdrawal or
termination, the Trustee shall make distribution (if such distribution is permitted by applicable law) pursuant to Section 8.3 to Members affected by such withdrawal or termination as if each such Member’s employment with the Controlled
Group had terminated.
Section 10.3 Withdrawal of Employee Group. Any Employer may elect to withdraw from the Plan any
designated group of its Employees while continuing to include another group or other groups of its Employees within the Plan, and any such withdrawal shall constitute a termination of the Plan as to the Employees to which it is applicable. Any such
withdrawal of a designated group of Employees shall be expressed in an instrument executed by
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the Employer on the order of its Board of Directors and filed with the Company (if the Employer making such withdrawal is not the Company), the Committee and the Trustee. In the event of such a
withdrawal by an Employer or in the event the Plan is terminated by the Company as to a group of Employees of another Employer pursuant to Section 14.1, the Trustee shall, as soon as practicable after such withdrawal or termination, make
distribution (if such distribution is permitted by applicable law) pursuant to Section 8.3 to Members affected by such withdrawal or termination as if each such Member’s employment with the Controlled Group had terminated.
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ARTICLE XI - THE COMMITTEE
Section 11.1 Appointment of Committee. The President of the Company shall appoint a Committee of at least three persons (who may
or may not be Members) to administer the Plan, shall fill vacancies whenever necessary to maintain three members serving on the Committee, shall designate the Chairman of the Committee and from time to time may remove members from the Committee and
add members thereto. The Company shall certify the number and names of the members of the Committee to the Trustee, which may rely upon such certification until it receives written notice from the Company as to a change in the membership of the
Committee.
Section 11.2 Formalities of Committee Action. The Committee shall hold its meetings at such times and places as it
may determine. A majority of its members shall constitute a quorum and all decisions and determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by a majority of the
members of the Committee shall be as fully effective as if it had been made by a majority vote at the meeting duly called and held. The Committee may authorize any one member to sign documents on behalf of the Committee in order to give evidence
with respect to action taken by the Committee. The Committee may appoint a Secretary who need not be a member of the Committee and who shall keep minutes of its meetings. The Committee may make such rules and regulations for the conduct of its
business as it deems advisable.
Section 11.3 Plan Interpretation and Findings of Fact. The Committee shall have sole and
absolute discretion to interpret the provisions of the Plan (including, without limitation, by supplying omissions from, correcting deficiencies in, or resolving inconsistencies or ambiguities in, the language of the Plan), to make factual findings
with respect to any issue arising under the Plan, to determine the rights and status under the Plan of Members and other
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persons, to decide disputes arising under the Plan and to make any determinations and findings with respect to the benefits payable thereunder and the persons entitled thereto as may be required
for the purposes of the Plan. In furtherance of, but without limiting, the foregoing, the Committee is hereby granted the following specific authorities, which it shall discharge in its sole and absolute discretion in accordance with the terms of
the Plan (as interpreted, to the extent necessary, by the Committee): (1) to resolve all questions (including factual questions) arising under the provisions of the Plan as to any individual’s entitlement to become a Member, and
(2) to determine the amount of benefits, if any, payable to any person under the Plan (including, to the extent necessary, making any factual findings with respect thereto). All decisions of the Committee as to the facts of any case, as to the
interpretation of any provision of the Plan or its application to any case, and as to any other interpretative matter or other determination or question under the Plan shall be final and binding on all parties affected thereby, subject to the
provisions of Article XIII. The Committee shall direct the Trustee relative to benefits to be paid under the Plan and shall furnish the Trustee with any information reasonably required by it for the purpose of paying benefits under the Plan.
Section 11.4 Electronic Media. Notwithstanding any provision of the Plan to the contrary, including any provision which requires
the use of a written instrument, to the extent permitted by applicable law, the Committee may establish procedures for the use of electronic media in communications and transactions between the Plan or the Committee and Members and Beneficiaries.
Electronic media may include, but are not limited to, e-mail, the Internet, intranet systems and automated telephonic response systems.
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Section 11.5 Assistance. The Committee may employ or retain such clerical, legal,
accounting, investment or other assistance as it deems necessary or advisable for the proper administration of the Plan and Trust Fund.
Section 11.6 Uniform Administration of Plan. All action taken by the Committee under the Plan shall treat all persons similarly
situated in a uniform and consistent manner.
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ARTICLE XII - ADMINISTRATION OF THE PLAN
AND FIDUCIARY RESPONSIBILITY
Section 12.1 Responsibility for Administration. Except to the extent that particular responsibilities are assigned to other
Fiduciaries pursuant to the Trust Agreement or some other Section of the Plan, the Company (as the Plan Administrator) shall be responsible for the administration of the Plan. Each other Fiduciary shall have such powers, duties, responsibilities and
authorities as shall be conferred upon him or delegated to him pursuant to provisions of the Plan or Trust Agreement. Any person may serve in more than one fiduciary capacity with respect to the Plan or Trust Fund if, pursuant to the Plan and/or
Trust Agreement, he is assigned or delegated any multiple fiduciary capacities.
Section 12.2 Named Fiduciaries. For purposes
of the Plan, the Named Fiduciaries shall be the Company, the Committee and the Trustee. The Company may, by an instrument authorized and signed by the President of the Company, designate any other person or persons as a Named Fiduciary or Named
Fiduciaries to perform functions specified in such instrument (or in a delegation pursuant to Section 12.3) which relate to the administration of the Plan or the Trust Fund, provided such designee accepts such designation. Such a designation
may be terminated at any time by written notice from the President of the Company to the designee or by written notice from the designee to such President.
Section 12.3 Delegation of Fiduciary Responsibilities. (1) The Company or Committee may delegate to any person or persons any
one or more powers, functions, duties and/or responsibilities with respect to the Plan or the Trust Fund, other than trustee responsibilities (as defined in section 405(c) of the Act) assigned to the Trustee by the Trustee Agreement or some other
Section of the Plan. However, no such power, function, duty or responsibility which is assigned to a Fiduciary (other than the Company) pursuant to the Trust Agreement or some other Section of the Plan shall be so delegated without the written
consent of such Fiduciary.
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(2) Any delegation pursuant to Subsection (1) of this Section, (a) shall be signed by
the delegator, be delivered to and accepted in writing by the delegatee, (b) shall contain such provisions and conditions relating to such delegation as the delegator deems appropriate, (c) shall specifically designate the powers,
functions, duties and responsibilities therein delegated, (d) may be amended from time to time by written agreement signed by the delegator and the delegatee and (e) may be revoked (in whole or in part) at any time by written notice
(i) from the delegator delivered to the delegatee or (ii) from the delegatee delivered to the delegator.
Section 12.4
Immunities. Except as otherwise provided in Section 12.5 or by applicable law, (a) no Fiduciary shall have the obligation to discharge any duty, function or responsibility which is specifically assigned to another Fiduciary or
Fiduciaries by the terms of the Plan or the Trust Agreement or is delegated exclusively to another Fiduciary or Fiduciaries pursuant to procedures for such delegation provided for in the Plan or in the Trust Agreement; (b) no Fiduciary shall be
liable for any action taken or not taken with respect to the Plan or Trust Fund except for his own negligence, bad faith or willful misconduct; (c) no Fiduciary shall be personally liable upon any contract or other instrument made or executed
by him or in his behalf in the administration of the Plan or Trust Fund; (d) no Fiduciary shall be liable for the neglect, omission or wrongdoing of another Fiduciary; (e) each Employer and each officer or director thereof, Employees, the
Committee and each member thereof, and any other person(s) to whom the Company delegates (or the Plan or the Trust Agreement assigns) any duty with respect to the Plan or Trust Fund, may rely and shall be fully protected in acting in good faith
(i) upon the
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advice of counsel (who may be of counsel for an Employer or another Fiduciary), (ii) upon the records of a member of the Controlled Group, (iii) upon the opinion, certificate,
valuation, report, recommendation or determination (A) of the auditor selected by an Employer or of the Trustee or (B) of any person employed by the Trustee to render advice with regard to any responsibility the Trustee has under the Plan
or Trust Agreement and (iv) upon any certificate, statement or other representation made by or any information furnished by an Employee, a Member, a Beneficiary or the Trustee and (f) the Committee and its members shall not be required to
make inquiry into the propriety of any action by an Employer or the Trustee.
Section 12.5 Limitation on Exculpatory
Provisions. Notwithstanding any other provision of the Plan or Trust Agreement, no provision of the Plan or Trust Agreement shall be construed to relieve or have the effect of relieving any Fiduciary from any responsibility or liability for any
obligation, responsibility or duty imposed on such Fiduciary by Part 4 of Title I of the Act.
Section 12.6 Plan Conversions.
Notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Administrator, the Administrator may temporarily suspend, in whole or in part, certain provisions of the Plan,
which may include, but are not limited to, a Member’s right to change his contribution election, a Member’s right to change his investment election and a Member’s right to borrow or withdraw from his Account or obtain a distribution
from his Account.
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ARTICLE XIII - CLAIMS PROCEDURES
Section 13.1 Method of Filing Claim. Any Member or Beneficiary who thinks that he is entitled to have received a distribution
under the Plan or the Trust Agreement which he has not received or that the amounts credited to his Account are inaccurate may file with any member of the Committee a written claim specifying the basis for his claim and the facts upon which he
relies in making such claim. Such claim must be signed by the claimant or his authorized representative and shall be deemed filed when delivered to such a Committee member.
Section 13.2 Notification by Committee. If the claim is wholly or partially denied by the Committee, the Committee shall (within 90
days after such claim was filed, plus an additional period of 90 days if the Committee determines that special circumstances require an extension of time for processing the claim and if written notice of the 90-day extension of time indicating the
specific circumstances requiring the extension and the date by which a decision shall be rendered is given to the claimant within the first 90-day period) cause written notice to be mailed to the claimant of the total or partial denial of such
claim. Such notice shall be written in a manner calculated to be understood by the claimant and shall (a) state the specific reason(s) for the adverse benefit determination, (b) make reference(s) to the specific provisions of the Plan
and/or Trust Agreement on which the determination was based, (c) contain a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is
necessary, and (d) contain a description of the Plan’s review procedures under Section 13.3 and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section
502(a) of the Act following an adverse benefit determination on review.
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Section 13.3 Review Procedure. Within six months after receipt of a notification of
an adverse benefit determination, the claimant or his duly authorized representative may appeal such denial by filing with any officer of the Company a written request for a review of the claimant’s claim. If such an appeal is so filed within
six months, a Named Fiduciary designated by the Company shall conduct a full and fair review of such claim. During such full and fair review, the claimant shall be provided with (a) the opportunity to submit written comments, documents,
records, and other information relating to the claim for benefits, and (b) reasonable access to and copies of, upon request and free of charge, all documents, records, and other information relevant to the claimant’s claim for benefits. In
addition, such full and fair review shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the
initial benefit determination. The Named Fiduciary shall mail or deliver to the claimant written notice of the benefit determination on review within a reasonable period of time, but not later than 60 days after the receipt of the request for review
unless special circumstances require an extension of time for processing. If the Named Fiduciary determines that an extension of time for processing is required, written notice of the extension shall be furnished to the claimant setting forth the
special circumstances requiring an extension of time and the date by which the Named Fiduciary expects to render a decision on review, and shall be furnished prior to the termination of the initial 60-day period. In no event shall such extension
exceed a period of 60 days from the end of the initial period. In the case of an adverse benefit determination on review, the notice of the determination shall be written in a manner calculated to be understood by the claimant, shall (a) state
the specific reason(s) for the adverse benefit determination, (b) make reference(s) to the specific provisions
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of the Plan and/or Trust Agreement on which the determination was based, (c) contain a statement that the claimant is entitled to receive, upon request, and free of charge, reasonable access
to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and (d) contain a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to
obtain information about such procedures and a statement of the claimant’s right to bring an action under section 502(a) of the Act. To the extent permitted by applicable law, the determination on review shall be final and binding on all
interested persons. The Named Fiduciary shall have the same authorities to interpret the Plan and make factual findings as are granted to the Committee under Section 11.3.
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ARTICLE XIV - AMENDMENT, SUSPENSION OR TERMINATION
Section 14.1 Right to Amend, Suspend or Terminate. Subject to the limitations of Section 9.7, the Company has reserved, and
does hereby reserve, the right at any time, without the consent of any other Employer or of the Members, Beneficiaries or any other person, (a) to amend the Plan, in whole or in part, and (b) to suspend Employer Contributions to the Plan
and (c) to terminate the Plan, in whole or in part or as to any or all of the Employers or as to any designated group of Employees, Members and their Beneficiaries. No such amendment, suspension or termination shall decrease the amount to be
contributed by the Employers on account of any Plan Year preceding the Plan Year in which such amendment, suspension or termination is approved by the Company.
Section 14.2 Procedure for Amendment, Suspension or Termination. Any amendment, suspension or termination of the Plan pursuant to
Section 14.1 shall be expressed in an instrument executed by the Company and shall become effective as of the date designated in such instrument or, if no date is so designated, on the date of its execution.
Section 14.3 Effect of Termination. If the Plan shall be terminated by the Company as to all Employers, Before-Tax Contributions and Employer Contributions shall cease and, as soon as practicable after such termination, the Trustee shall make distribution (if such distribution is permitted by applicable law) to all
Members pursuant to Section 8.3 as if each Member’s employment with the Controlled Group had terminated; provided, however, that Before-Tax Contributions may only be distributed upon termination of the Plan if the Company (and any related
employer, as defined in Treas. Reg. section 1.401(k)-6) does not establish or maintain another defined contribution plan (other than an employee stock ownership plan as defined in sections 4975(e)(7) or 409(a) of the Code, a simplified employee
pension plan under section 408(k) of the Code, a SIMPLE IRA under section 408(p) of the Code or a plan or program described in sections 403(b), 457(b) or 457(f) of the Code).
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Section 14.4 Prohibition on Decreasing Accrued Benefits. No amendment to the Plan
(other than an amendment described in section 412(c)(8) of the Code) shall have the effect of decreasing the accrued benefit of any Member. For purposes of the preceding sentence, a Plan amendment which has the effect of (a) eliminating or
reducing an early retirement benefit or a retirement-type subsidy (as defined in regulations of the Secretary of the Treasury) or (b) eliminating an optional form of benefit (except as permitted by any such regulations) with respect to benefits
attributable to service before the amendment, shall be treated as decreasing accrued benefits, provided, however, that in the case of a retirement-type subsidy this sentence shall apply only with respect to a Member who satisfies (either before or
after the amendment) the preamendment conditions for the subsidy.
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ARTICLE XV - MISCELLANEOUS
Section 15.1 Spendthrift Provisions. No right or interest of any kind of a Member or Beneficiary in the Trust Fund shall be
anticipated, assigned (either in law or in equity), alienated or be subject to encumbrance, garnishment, attachment, execution or levy of any kind, voluntary or involuntary, or any other legal or equitable process, except in accordance with a
qualified domestic relations order as defined in section 414(p) of the Code. The Committee shall establish procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders in
accordance with section 414(p) of the Code.
Section 15.2 No Enlargement of Employment Rights. The establishment of the
Plan shall not be construed as conferring any legal rights upon any Employee or any person in respect of commencement, continuation, suspension, resumption or termination of employment nor shall it interfere with or in any other way affect the
rights of an Employer to terminate or suspend employment and to treat any Employee or other person without regard to the effect which such treatment might have upon him as a Member.
Section 15.3 Notices, Reports and Statements. (1) All notices, reports and statements given, made, delivered or transmitted to
a Member shall be deemed duly given, made, delivered or transmitted when mailed with postage prepaid and addressed to the Member at the address last appearing on the books of the Committee. A Member may change his address from time to time by
written notice in the form prescribed by the Committee.
(2) Written directions, instructions, notices and other communications from
Members to the Employers or the Committee shall be mailed by first class mail or delivered to
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The Gorman-Rupp Company
305 Bowman Street
P.O. Box 1217
Mansfield, Ohio 44901
Attention: 401(k) Plan Committee
or to such other address as may be communicated in writing by the Company. Any such direction, instruction, notice or other communication shall be deemed to
have been given when actually received at such location.
Section 15.4 Action by Company. Whenever the Company is authorized to
act under the Plan, such action shall be taken, unless otherwise provided in the Plan or in a resolution of the Board of Directors of the Company, by written instrument executed by (a) the President or a Vice President of the Company and
(b) the Secretary, Treasurer, an Assistant Treasurer or an Assistant Secretary of the Company. To the extent permitted by applicable law, the Trustee may rely on any instrument so executed as being validly authorized and as properly evidencing
the action of the Company.
Section 15.5 Merger or Transfer of Assets. There shall be no merger or consolidation of this Plan
with, or transfer of assets or liabilities of such Plan to, any other plan unless each Member in the Plan would (if the Plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer which is equal to or greater
than the benefit he would have been entitled to receive immediately before the merger, consolidation, or transfer (if the Plan had then terminated).
Section 15.6 Acquisitions. In the event an Employer acquires all or a part of another business organization (whether by merger,
purchase of assets or otherwise), the Committee shall determine the terms and conditions under which, and the extent, if any, to which, remuneration paid by such business organization and its predecessors, subsidiaries and
82
affiliates shall be recognized as Credited Compensation for purposes of the Plan, but no action shall be taken pursuant to this Section which would discriminate in favor of shareholders, officers
or highly compensated employees of such business organization as compared with other employees of such business organization.
Section 15.7 Severability Provision. If any provision of the Plan or Trust Agreement or the application of such provision to any
person or circumstances shall be held invalid, the remainder of the Plan and Trust Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.
Section 15.8 Military Service. Effective as of December 12, 1994, notwithstanding any provisions of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military service will be provided in accordance with section 414(u) of the Code. “Qualified military service” means any service in the uniformed services (as defined in
Chapter 43 of title 38 of the United States Code) by an individual if such individual is entitled to reemployment rights under such chapter with respect to such service.
Section 15.9 Recovery of Overpayments. In the event of an erroneous payment or payment amount in excess of the Plan’s
obligation, the Plan may reduce future benefits by the amount of the error or may recover the excess directly from the person to or for whom the payment was made. This right of recovery does not limit the Plan’s right to recover an erroneous
payment in any other manner.
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ARTICLE XVI - TOP-HEAVY PLAN REQUIREMENTS
Section 16.1 Definitions. For the purposes of this Article, the following terms, when used with initial capital letters, shall
have the following respective meanings:
(1) Aggregation Group: Permissive Aggregation Group or Required Aggregation Group, as the
context shall require.
(2) Compensation: An Employee’s compensation as defined in Section 5.5(3).
(3) Defined Benefit Plan: A qualified plan as defined in section 414(j) of the Code.
(4) Defined Contribution Plan: A qualified plan as defined in section 414(i) of the Code.
(5) Determination Date: For any Plan Year, the last day of the immediately preceding Plan Year, except that in the case of the first
Plan Year of the Plan, the Determination Date shall be the last day of such first Plan Year.
(6) Former Key Employee: A Non-Key Employee with respect to a Plan Year who was a Key Employee in a prior Plan Year. Such term shall also include his Beneficiary in the event of his death.
(7) Key Employee: An Employee or former Employee who, at any time during the current Plan Year, was (a) an officer of a Controlled
Group member (limited to no more than 50 Employees or, if lesser, the greater of 3 or 10 percent of the Employees) having an annual Compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years beginning after
December 31, 2002), (b) a 5-percent owner (as such term is defined in section 416(i)(1)(B)(i) of the Code) of a Controlled Group member, or (c) a 1-percent owner (as such term is defined in section 416(i)(1)(B)(ii) of the Code) of a
Controlled Group member
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having an annual Compensation of more than $150,000. For purposes of this Subsection, the term “Compensation” has the meaning given such term by section 415(c)(3) of the Code. The term
“Key Employee” shall also include such Employee’s Beneficiary in the event of his death. The determination of who is a Key Employee shall be made in accordance with section 416(i)(1) of the Code and the applicable Treasury Regulations
and other guidance of general applicability issued thereunder.
(8) Non-Key Employee: An
Employee or former Employee who is not a Key Employee. Such term shall also include his Beneficiary in the event of his death.
(9)
Permissive Aggregation Group: The group of qualified plans of the Employer consisting of:
(a) the plans in the
Required Aggregation Group; plus
(b) one (1) or more plans designated from time to time by the Committee that are not
part of the Required Aggregation Group but that satisfy the requirements of sections 401(a)(4) and 410 of the Code when considered with the Required Aggregation Group.
If the group includes two or more Defined Benefit Plans, the same actuarial assumptions shall be used with respect to all such Plans and shall be specified in
such Plans.
(10) Required Aggregation Group: The group of qualified plans of the Employer consisting of:
(a) each plan in which a Key Employee participates; plus
(b) each other plan which enables a plan in which a Key Employee participates to meet the requirements of
sections 401(a)(4) or 410 of the Code.
85
If the group includes two or more Defined Benefit Plans, the same actuarial assumptions shall be used with
respect to all such Plans and shall be specified in such Plans.
(11) Top-Heavy Account
Balance: A Member’s (including a Member who has received a total distribution from this Plan) or a Beneficiary’s aggregate balance standing to his Account as of the Valuation Date coinciding with or immediately preceding the
Determination Date (as adjusted by the amount of any Employer Contributions made or due to be made after such Valuation Date but before the expiration of the extended payment period in section 412(c)(10) of the Code); provided, however, that such
balance shall include the aggregate distributions made to such Member or Beneficiary during the 1-year period ending on the Determination Date (including distributions under a terminated plan which if it had not been terminated would have been
included in a Required Aggregation Group) unless such aggregate distributions were made for a reason other than severance from employment, death, or disability in which case this Section 16.1(11) shall be applied by substituting a 5-year period
for the 1-year period and; provided, further, that if an Employee or former Employee has not performed services for any Employer maintaining the Plan at any time during the 1-year period ending on the
Determination Date, his Account (and/or the Account of his Beneficiary) shall not be taken into account.
(12) Top-Heavy Group: An Aggregation Group if, as of a Determination Date, the aggregate present value of accrued benefits for Key Employees in all plans in the Aggregation Group (whether Defined Benefit Plans or
Defined Contribution Plans) is more than sixty percent (60%) of the aggregate present value of accrued benefits for all employees in such plans. Proportional subsidies shall be ignored in determining the
top-heavy status of a Defined Benefit Plan, but non-proportional subsidies shall be considered when making such determination.
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(13) Top-Heavy Plan: See Section 16.2.
Section 16.2 Determination of Top-Heavy Status. (1) Except as provided by Subsections
(2) and (3) of this Section, the Plan shall be a Top-Heavy Plan if, as of a Determination Date:
(a) the aggregate of Top-Heavy Account Balances for Key Employees is more than sixty
percent (60%) of the aggregate of all Top-Heavy Account Balances, excluding for this purpose the aggregate Top-Heavy Account Balances of Former Key Employees; or
(b) if the Plan is included in a Required Aggregation Group which is a Top-Heavy
Group.
(2) If the Plan is included in a Required Aggregation Group which is not a Top-Heavy Group,
the Plan shall not be a Top-Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under Subsection (1) of this Section.
(3) If the Plan is included in a Permissive Aggregation Group which is not a Top-Heavy Group, the Plan
shall not be a Top-Heavy Plan notwithstanding the fact that the Plan would otherwise be a Top-Heavy Plan under Subsection (1) of this Section.
Section 16.3 Minimum Contribution Requirement. Notwithstanding any other provisions of the Plan to the contrary, if the Plan is a Top-Heavy Plan for any Plan Year:
(a) Each
Non-Key Employee who is eligible to share in any Employer Contribution for such Plan Year shall be entitled to receive an allocation of such Contribution which is at least equal to three percent (3%) of
his Compensation for such Plan Year.
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(b) The percentage minimum contribution requirement set forth in paragraph
(a) above with respect to a Plan Year shall not exceed the percentage at which Employer Contributions are made (or required to be made) under the Plan for such Plan Year for the Key Employee for whom such percentage is the highest for such
Year. The determination referred to in the immediately preceding sentence shall be determined for each Key Employee by dividing the Employer Contributions allocated to such Key Employee in that Plan Year by such Key Employee’s Compensation for
such Plan Year.
(c) The percentage minimum contribution requirement set forth in paragraph (a) above may also be
reduced or eliminated in accordance with Section 16.4(2).
(d) For the purpose of paragraph (b) above,
contributions taken into account shall include like contributions under all other Defined Contribution Plans in the Required Aggregation Group, excluding any such plan in the Required Aggregation Group if that plan enables a Defined Benefit Plan in
such Required Aggregation Group to meet the requirements of section 401(a)(4) or section 410 of the Code.
(e) For the
purpose of this Section, the term “Employer Contributions” shall include Before-Tax Contributions and Employer Matching Contributions made for an Employee; provided, however, that Employer Matching
Contributions that are taken into account in satisfying the percentage minimum contribution requirement set forth in paragraph (a) of this Section shall be treated as matching contributions for purposes of the actual contribution percentage
test and other requirements of section 401(m) of the Code.
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Section 16.4 Coordination With Other Plans. (1) In applying this Article, an
Employer and all Controlled Group Members shall be treated as a single employer, and the qualified plans maintained by such single employer shall be taken into account.
(2) In the event that another Defined Contribution Plan maintained by the Controlled Group provides contributions or benefits on behalf of
Members in this Plan, such other plan(s) shall be taken into account in determining whether this Plan satisfies Section 16.3 and, the minimum contribution required for a Non-Key Employee in this Plan
under Section 16.3 will be reduced or eliminated, in accordance with the requirements of section 416 of the Code and the Regulations thereunder, if a minimum contribution is made in whole or in part in respect of such other plan(s).
(3) Principles similar to those specifically applicable to this Plan under this Article, and in general as provided for in section 416 of the
Code and the Regulations thereunder, shall be applied to the other plan(s) required to be taken into account under this Article in determining whether this Plan and such other plan(s) meet the requirements of such section 416 of the Code and the
Regulations thereunder.
* * *
* *
DATED as of January 1, 2010, but actually executed at Mansfield, Ohio, on
December 31, 2010.
|
|
|
| THE GORMAN-RUPP COMPANY |
|
|
| By |
|
/s/ JEFFREY S. GORMAN |
|
|
PRESIDENT AND CEO |
|
|
| And |
|
/s/ WAYNE L. KNABEL |
|
|
CHIEF FINANCIAL OFFICER |
89
AMENDMENT NO. 1 TO
THE GORMAN-RUPP COMPANY 401(K) PLAN
(As Amended and Restated as of January 1, 2010)
The Gorman-Rupp Company hereby adopts this Amendment No. 1 to The Gorman-Rupp Company 401(k) Plan (As Amended and Restated as of
January 1, 2010) (the “Plan”), effective as of July 1, 2013, unless otherwise provided herein. Words and phrases used herein with initial capital letters that are defined in the Plan are used herein as so defined.
I.
Section 2.3 of
the Plan is hereby amended in its entirety to read as follows:
Section 2.3 Contributing Membership.
(1) Any Eligible Employee who was a Contributing Member on January 2, 2006 shall continue to be a Contributing Member on January 3, 2006, unless he has elected to suspend his Before-Tax Contributions pursuant to Section 3.4. An
Employee who first became an Eligible Employee prior to January 3, 2006 may become a Contributing Member by entering into a Salary Reduction Agreement in accordance with procedures established by the Committee. An Employee who first becomes an
Eligible Employee (or again becomes an Eligible Employee after ceasing to be an Eligible Employee) on or after January 3, 2006 shall be deemed to become a Contributing Member pursuant to an Automatic Salary Reduction Election in accordance with
Subsection (2) of this Section, unless such Eligible Employee affirmatively elects pursuant to a Salary Reduction Agreement, filed within the period specified in the notice described in Subsection (2) of this Section and in accordance with
procedures established by the Committee, to have Before-Tax Contributions contributed to the Trust on his behalf, or otherwise elects, within such specified period and in accordance with procedures established
by the Committee, not to have Before-Tax Contributions contributed to the Trust on his behalf. An Eligible Employee’s Salary Reduction Agreement shall include (a) his authorization to
his Employer to withhold from, or reduce, each payment of Credited Compensation made to him after the date his Salary Reduction Agreement is effective by the amount designated in such Agreement and to have his Employer pay the same amount to the
Trust as Before-Tax Contributions, and (b) his direction that the Before-Tax Contributions made for him be invested in any one or more of the Investment Funds, as provided in Section 6.4.
(2) The effective date of any Automatic Salary Reduction Election deemed to have been made pursuant to
Subsection (1) of this Section shall be the first payroll date that is as soon as administratively practicable after the date on which the Employee becomes (or again becomes) an Eligible Employee and after the expiration of the period
specified in the notice provided by the Committee (or its delegate), as described in the following sentence. At least 30 days (but not more than 90 days), before the effective date of any Automatic Salary Reduction Election, the Committee (or
its delegate) shall provide each Employee who is an Eligible Employee (whose Employment Commencement Date or Reemployment Commencement Date is on or after January 3, 2006) notice of his deemed enrollment pursuant to an Automatic Salary
Reduction Election, which notification shall include the following: (a) his rights and obligations under such deemed enrollment, (b) his right to reject such deemed enrollment and enter into a Salary Reduction Agreement or to elect not to
have Before-Tax Contributions made on his behalf, and (c) the Investment Fund or Funds in which his Before-
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Tax Contributions will be invested in the absence of any investment election (which Investment Fund(s) shall qualify as a “qualified default investment alternative” within the meaning
of Department of Labor regulations). Such a notice regarding deemed enrollment pursuant to an Automatic Salary Reduction Election shall also be provided at least 30 but not more than 90 days before the beginning of each Plan Year to all Eligible
Employees who have become a Contributing Member pursuant to an Automatic Salary Reduction Election. Notwithstanding any provision of this Article to the contrary, an Automatic Salary Reduction Election shall not become effective for any Eligible
Employee who, within the specified notice period and in accordance with the procedures established by the Administrative Committee, enters into a Salary Reduction Agreement or makes an election not to have Before-Tax Contributions contributed to the
Trust on his behalf.”
II.
The next to the last sentence of Section 6.4(l) of the Plan is hereby amended in its entirety to read as follows:
“In the absence of an effective investment election by a Member, all Before Tax Contributions, Rollover Contributions and Employer Age and
Service Contributions made to the Trust Fund for such Member shall be invested in the Investment Fund or Funds designated by the Committee for such purpose (which Investment Fund(s) shall qualify as a “qualified default investment
alternative” within the meaning of Department of Labor Regulations).”
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III.
Section 6.6(1) of the Plan is hereby amended in its entirety to read as follows:
“(1) Subject to the provisions of this Section and to the loan policy adopted by the Company, a Member who is an Employee
or a “party in interest” within the meaning of section 3(14) of the Act may apply, in a manner prescribed by the Committee, for a loan from his Account (excluding his Employer Age and Service Contributions Sub-Account). If the Committee
determines that the Member is entitled to a loan in accordance with the following provisions of this Section and the loan policy adopted by the Company, the Committee shall direct the Trustee to make a loan to the Member from his Account (excluding
his Employer Age and Service Contributions Sub-Account). Each loan shall be charged against the Member’s Sub-Accounts (excluding his Employer Age and Service Contributions Sub-Account) in the order established by the Committee.”
IV.
Section 6.6(5)(d)(v) of the Plan is hereby amended in its entirety to read as follows:
“(v) such other terms and conditions as the Company shall determine, as described in the Plan’s loan policy,
including provision that:
(A) with respect to a Member who is an Employee, the loan will be repaid pursuant to
authorization by the Member of equal payroll deductions over the repayment period sufficient to amortize fully the loan within the repayment period;
(B) the loan shall be prepayable in whole or in part at any time without penalty; and
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(C) the loan shall be in default and become immediately due and payable on the
first to occur of the default events set forth in the Plan’s loan policy.”
V.
The second sentence of Section 6.6(6) of the Plan is hereby amended by deleting all of the language preceding the colon and substituting
therefor the following:
“Any amount of principal or interest due and unpaid on the loan at the time of any default (as provided in
the Plan’s loan policy) on the loan shall be deemed to be distributed to the Member at the time of default and shall be satisfied by deduction from the Member’s Loan Account, as follows”
VI.
Article VIII of the
Plan is hereby amended by inserting a new Section at the end thereof to read as follows:
Section 8.15 Lost
Participants. In the event that the Plan Administrator is unable to locate a Participant or Beneficiary entitled to a distribution hereunder after making reasonable efforts to do so and after a reasonable period of time has elapsed without the
Participant or Beneficiary filing a claim for benefits, such Participant’s or Beneficiary’s Account balance shall be forfeited. Notwithstanding the foregoing, in the event that any missing person who had his Account balance forfeited under
this Section should subsequently make a claim for such benefits before final distributions are made from the Trust Fund following termination of the Plan, then the forfeited Account balance (unadjusted by any gains or losses to the Trust since the
time of the forfeiture) shall be reinstated as soon as administratively feasible after the missing person makes a claim therefor.”
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EXECUTED this 22nd day of August, 2013.
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| THE GORMAN-RUPP COMPANY |
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| By: |
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/s/ JEFFREY S. GORMAN |
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| Name: Jeffrey S. Gorman |
| Title: Chief Executive Officer and President |
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| And: |
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/s/ WAYNE L. KNABEL |
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| Name: Wayne L. Knabel |
| Title: Chief Financial Officer |
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AMENDMENT NO. 2 TO
THE GORMAN-RUPP COMPANY 401(K) PLAN
(As Amended and Restated as of January 1, 2010)
The Gorman-Rupp Company hereby adopts this Amendment No. 2 to The Gorman-Rupp Company 401(k) Plan (As Amended and Restated as of
January 1, 2010) (the “Plan”), effective as of October 1, 2015, unless otherwise provided herein. Words and phrases used herein with initial capital letters that are defined in the Plan are used herein as so defined.
I.
Section 1.1(22)
of the Plan is hereby amended by deleting the phrase “Restricted Employer Matching Contributions,” where it appears therein.
II.
Section 1.1(50)
of the Plan is hereby deleted in its entirety without renumbering the Subsections that follow.
III.
Section 4.1(1) of the Plan is hereby amended by deleting the following phrase where it appears therein:
“, in the form of cash or Gorman-Rupp Stock as determined by the Employer in its discretion,”
IV.
Section 5.1(3)
of the Plan is hereby amended in its entirety to read as follows:
“(3) In the event that a portion of a Member’s
Before Tax Contributions are distributed to him pursuant to Subsection (2) of this Section, Employer Matching Contributions made with respect to such Before Tax Contributions (and any income allocable thereto) shall be forfeited and applied to
reduce future Employer Matching Contributions required to be made under the Plan.”
V.
Section 5.2(5) of the Plan is hereby amended in its entirety to read as follows:
“(5) In the event all or a portion of a Member’s Before Tax Contributions are distributed to him pursuant to
Subsection (4) of this Section, Employer Matching Contributions made with respect to such Before Tax Contributions (and any income allocable thereto) shall be forfeited and applied to reduce future Employer Matching Contributions required to be
made under the Plan.”
VI.
Section 5.3(3) of the Plan is hereby amended in its entirety to read as follows:
“(3) In the event that excess aggregate contributions (as such term is hereinafter defined) are made to the Trust for any
Plan Year, then, prior to March 15 of the following Plan Year, such excess aggregate contributions (plus any income and minus any loss allocable thereto through the end of the Plan Year in which such excess aggregate contributions were made,
determined in accordance with Section 7.1) shall be forfeited (if forfeitable) and applied to reduce subsequent Employer Matching Contributions required under the Plan or (if not forfeitable) shall be distributed to the highly compensated
Eligible Employees on the basis of the respective portions of the excess aggregate contributions attributable to each such highly compensated Eligible Employee in order of the dollar amount of Employer Matching Contributions made with respect to
highly compensated Eligible Employees beginning with the highly compensated Eligible Employee with the highest dollar amount of Employer
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Matching Contributions. For the purposes of this Subsection (3), the term “excess aggregate contributions” shall mean, for any Plan Year, the excess of (a) the aggregate amount of
the Employer Matching Contributions actually paid to the Trust by or on behalf of highly compensated Eligible Employees for such Plan Year over (b) the maximum amount of such Employer Matching Contributions permitted for such Plan Year under
Subsection (1) of this Section, determined by hypothetically reducing Employer Matching Contributions made by or on behalf of highly compensated Eligible Employees in order of their contribution percentages (as defined in Subsection (2) of
this Section) beginning with the highest of such percentages.”
VII.
Section 6.2 of the Plan is hereby amended in its entirety to read as follows:
“Section 6.2 Account; Sub-Account. The Trustee shall establish and maintain an Account for each Member, which
Account shall reflect, pursuant to Sub-Accounts established and maintained thereunder, the amount, if any, of the Member’s (a) Before Tax Contributions, (b) Employer Profit Sharing Contributions, (c) Employer Matching
Contributions, (d) Flo-Pak Plan Employee Contributions, (e) Flo-Pak Plan Employer Contributions, (f) Rollover Contributions and (g) Employer Age and Service Contributions. The Trustee shall also maintain separate records which
shall show (i) the portion of each such Sub-Account invested in each Investment Fund and (ii) the amount of contributions thereto, payments and withdrawals therefrom and the amount of income, expenses, gains and losses attributable
thereto. The interest of each Member in the Trust Fund at any time shall consist of his Account balance (as determined pursuant to Sections 7.1 and 7.2) as of the last preceding Valuation Date plus credits and minus debits to such Account since that
Date.”
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VIII.
Section 6.4 of the Plan is hereby amended in its entirety to read as follows:
“Section 6.4 Investment of Contributions. (1) Each Member shall, in accordance with procedures established by
the Committee, direct that all Before Tax Contributions, Rollover Contributions, Employer Matching Contributions and Employer Age and Service Contributions made to the Trust Fund for such Member be invested in such of the Investment Funds provided
in Section 6.1 as the Member shall elect, provided, however, that investment elections shall be made in multiples of 1% of such Contributions. An investment election made by a Member shall remain in effect and be applicable to all subsequent
Before Tax Contributions, Rollover Contributions, Employer Matching Contributions and Employer Age and Service Contributions made for him unless an investment change is made by him and becomes effective pursuant to Subsection (2) of this
Section. In the absence of an effective investment election by a Member, all Before Tax Contributions, Rollover Contributions, Employer Matching Contributions and Employer Age and Service Contributions made to the Trust Fund for such Member shall be
invested in the Investment Fund or Funds designated by the Committee for such purpose (which Investment Fund(s) shall qualify as a “qualified default investment alternative” within the meaning of Department of Labor Regulations).
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(2) A Member may, in accordance with procedures established by the Committee,
change his investment election to any other election permitted by Subsection (1) of this Section with respect to all subsequent Before-Tax Contributions, Rollover Contributions, Employer Matching Contributions and Employer Age and Service
Contributions made for him. In addition, but subject to Subsection (3) of this Section, a Member may, as of any Valuation Date, in accordance with procedures established by the Committee, elect to transfer all or a part (in 1% increments) of
the portion of his Account which has been invested in an Investment Fund, based on the value of such Account on the immediately preceding Valuation Date, to any other Investment Fund specified by him.
(3) The provisions of this Subsection (3) shall apply notwithstanding the foregoing or any other provisions of the Plan to
the contrary. A Member may not elect to transfer, pursuant to Subsection (2) of this Section, all or a part of the portion of his Account which has been invested in an Investment Fund to the Gorman-Rupp Stock Fund if the value of the portion of
the Member’s Account that is invested in the Gorman-Rupp Stock Fund (determined as of the Valuation Date immediately preceding the Valuation Date on which the transfer would be effective) exceeds 20% of the value of the Member’s entire
Account as of such Valuation Date. If as of the last Valuation Date of any calendar quarter, the value of the portion of any Member’s Account that is invested in the Gorman-Rupp Stock Fund exceeds 20% of the value of his entire Account on such
Valuation Date, the investments in the Member’s Account shall automatically be rebalanced (by transferring the amount held in the Gorman-Rupp Stock Fund that is in excess of 20% to the other Investment Funds in which the Member’s Account
is invested on a pro rata basis, or if the Member’s Account is not invested in any other Investment Funds, to the default investment Funds or Funds designated by the Committee pursuant to Subsection (1) of this Section) in accordance with
procedures established by the Committee so that as of the beginning of the
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immediately following Valuation Date the value of the portion of the Member’s Account that is invested in the Gorman-Rupp Stock Fund does not exceed 20% of the value of the Member’s
entire Account on such Valuation Date. However, the preceding sentence shall not apply to the Account of any Member where the value on September 30, 2015 of the portion of the Member’s Account that is invested in the Gorman-Rupp Stock Fund
exceeds 20% of the value on September 30, 2015 of his entire Account, provided that such Member may not elect, pursuant to Subsection (2) of this Section, to transfer any portion of his Account to the Gorman-Rupp Stock Fund, until the
value of the portion of his Account that is invested in the Gorman-Rupp Stock Fund is less than 20% of the value of his entire Account.”
IX.
The address set
forth in Section 15.3(2) of the Plan is hereby amended in its entirety to read as follows:
“The Gorman-Rupp Company
600 S. Airport Road
Mansfield,
Ohio 44903”
EXECUTED this 11th day of September, 2015.
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| THE GORMAN-RUPP COMPANY |
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| By: |
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/s/ RONALD D. PITTENGER |
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| Name: Ronald D. Pittenger |
| Title: V.P. Assistant Treasurer, Assistant Secretary |
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| And: |
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/s/ WAYNE L. KNABEL |
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| Name: Wayne L. Knabel |
| Title: Chief Financial Officer |
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Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Gorman-Rupp Company 401(k) Plan of our
reports dated March 9, 2015, with respect to the consolidated financial statements of The Gorman-Rupp Company, and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company, incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.
Cleveland, Ohio
October 30, 2015
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Gorman-Rupp Company 401(k) Plan of our
report dated June 25, 2015, with respect to the financial statement and schedules of The Gorman-Rupp Company 401(k) Plan included in this Annual Report (Form 11-K) for the years ended December 31, 2014 and 2013.
Cleveland, Ohio
October 30, 2015
Exhibit 24(a)
THE GORMAN-RUPP COMPANY
CERTIFICATE OF THE SECRETARY
The undersigned, Brigette A. Burnell, hereby certifies (i) that she is the duly elected, qualified and acting General Counsel and
Secretary of The Gorman-Rupp Company; and (ii) that attached hereto is a true and correct copy of certain resolutions duly adopted by the Company’s Board of Directors at a duly noticed and called meeting held on October 22, 2015 at
which a quorum was present and acting throughout, which resolutions have not been amended, rescinded or modified and are in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto signed this Certificate this 30th day of October, 2015.
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| /s/ Brigette A. Burnell |
| Brigette A. Burnell, |
| General Counsel and Secretary |
THE GORMAN-RUPP COMPANY
Resolutions Adopted by the Board of Directors
at a Meeting Held on October 22, 2015
The Gorman-Rupp Company (the “Company”) is authorized to file with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-8 (the “Form S-8”) for purposes of registering under the Securities Act of 1933, as amended (the “Securities Act”), (i) up to 150,000 of the Company’s common shares, without par value
(the “Common Shares”), that may be acquired by participants under The Gorman-Rupp Company 401(k) Plan, as may be amended from time to time (the “Plan”), and (ii) a related indeterminate amount of interests in such Plan that
are separate securities; such Common Shares represent presently outstanding Common Shares that could be purchased under the Plan with employee and Company contributions and thus include neither original issuance nor treasury shares of the Company.
The General Counsel of the Company is hereby appointed as agent of the Company to receive notices and communications from the SEC with
respect to the Form S-8 and to exercise the powers enumerated under Rule 478 of the General Rules and Regulations of the SEC under the Securities Act.
Any Director or Executive Officer of the Company required by law to affix his or her signature to the Form S-8 and any and all amendments and
post-effective amendments thereto may affix his or her signature personally, or by any attorney-in-fact, duly constituted in writing by said director or Executive Officer to sign his or her name thereto.
Each Executive Officer of the Company is authorized to prepare, execute and/or file such documents on behalf of the Company as he or she may
deem necessary or appropriate to implement the authority granted in the foregoing resolutions.
Each Executive Officer of the Company is
authorized to take such actions and negotiate and execute such documents on behalf of the Company as he or she may deem necessary, advisable or appropriate to implement the authority granted in the foregoing resolutions, he or she having done so
being conclusive evidence of his or her authority to do so.
Exhibit 24(b)
POWER OF ATTORNEY
The undersigned
directors and officers of The Gorman-Rupp Company (the “Company”) hereby appoint Jeffrey S. Gorman, Wayne L. Knabel, Brigette A. Burnell and Douglas A. Neary, and each of them, as attorneys-in-fact and agents for each of the
undersigned, with full power of substitution and resubstitution, for and in the name, place and stead, in any and all capacities, of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, one or more Registration Statements on Form S-8 (or such other form as counsel to the Company may advise as appropriate) for the purpose of registering (i) the Common Shares of the Company to be acquired by participants
under the Company’s 401(k) Plan (the “Plan”), and (ii) an indeterminate amount of interests in the Plan that are separate securities, and any and all supplements, amendments (including post-effective amendments), exhibits and
consents to any such Registration Statements, and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Registration Statements or the securities covered thereby, and to take any and
all other action that any of them may deem necessary or advisable in order to effect such registration with full power and authority to do and perform any and all acts whatsoever necessary or advisable.
Executed as of the 22nd day of October, 2015.
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| /S/ JEFFREY S. GORMAN
Jeffrey S. Gorman |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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| /S/ WAYNE L. KNABEL
Wayne L. Knabel |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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| /S/ JAMES C. GORMAN
James C. Gorman |
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Director |
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| /S/ M. ANN HARLAN
M. Ann Harlan |
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Director |
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| /S/ THOMAS E. HOAGLIN
Thomas E. Hoaglin |
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Director |
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| /S/ CHRISTOPHER H. LAKE
Christopher H. Lake |
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Director |
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| /S/ KENNETH R. REYNOLDS
Kenneth R. Reynolds |
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Director |
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| /S/ RICK R. TAYLOR
Rick R. Taylor |
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Director |
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| /S/ W. WAYNE WALSTON
W. Wayne Walston |
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Director |
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