AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON April , 2003 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- AMKOR TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) ---------- DELAWARE 23-1722724 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1345 ENTERPRISE DRIVE WEST CHESTER, PA 19380 ---------- (Address of Principal Executive Offices) (Zip Code) AMKOR TECHNOLOGY, INC. 1998 EMPLOYEE STOCK PURCHASE PLAN AMKOR TECHNOLOGY, INC. 401K PLAN (Full title of the plans) ---------- KEVIN HERON, ESQ. GENERAL COUNSEL AMKOR TECHNOLOGY, INC. 1345 ENTERPRISE DRIVE WEST CHESTER, PA 19380 (610) 431-9600 (Name, address and telephone number, including area code, of agent for service) ---------- Copies to: DAVID SEGRE, ESQ. ROBERT SANCHEZ, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CA 94304-1050 (650) 493-9300 ---------- CALCULATION OF REGISTRATION FEE ========================================================================================================================= AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION BE REGISTERED REGISTERED(1) PER SHARE (2) PRICE FEE ========================================================================================================================= Common Stock, $0.001 par value, To be issued under the Amkor Technology, Inc. 1998 Employee Stock Purchase Plan 1,000,000 shares $ 4.65(3) $ 4,653,750(3) $ 376.49 Common Stock, $0.001 par value, To be issued under the Amkor Technology, Inc. 401K Plan And interests in such plan 500,000 shares $ 5.48 $ 2,737,500 $ 221.46 ========================================================================================================================= TOTAL 1,500,000 shares $ 597.95 ========================================================================================================================= (1) This Registration Statement shall also cover any additional shares of Amkor's Common Stock that become issuable under the Amkor Technology, Inc. 1998 Employee Stock Purchase Plan (the "ESPP Plan") or the Amkor Technology, Inc. 401K Plan (the "401K Plan") described herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Amkor's receipt of consideration that results in an increase in the number of Amkor's outstanding shares of Common Stock. The amount of interests in the 401K Plan to be registered is indeterminate. (2) Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee. This computation is based the average of the high and the low prices of the Company's Common Stock as reported by the Nasdaq National Market on April 10, 2003 (the "Market Price"). (3) Based upon 85% of the Market Price (the price at which Common Stock may be sold to employees pursuant to the terms of the ESPP Plan). ================================================================================
AMKOR TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-8 PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE Amkor and the 401K Plan file reports, proxy statements and other information with the Commission, in accordance with the Securities Exchange Act of 1934. You may read and copy our reports, proxy statements and other information filed by Amkor and the Plan at the public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information about the public reference rooms. Our reports, proxy statements and other information filed with the Commission are available to the public over the Internet at the Commission's World Wide Web site at http://www.sec.gov. The Commission allows us to "incorporate by reference" into this registration statement the information we filed with the Commission. This means that we can disclose important information by referring you to those documents. The information incorporated by reference is considered to be a part of this registration statement. Information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made by Amkor or the 401K Plan with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is complete: - - Our Annual Report on Form 10-K for the fiscal year ended December 31, 2002 filed on March 27, 2003. - - Our Current Report on Form 8-K filed March 27, 2003 and our Current Report on Form 8-K filed January 31, 2003. - - The description of our common stock contained in our Registration Statement on Form 8-A filed under the Exchange Act on October 22, 1997, including any amendment or report filed for the purpose of updating such description. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As permitted by Section 145 of the Delaware General Corporation Law (the "DGCL"), Amkor's Certificate of Incorporation provides that each person who is or was or who had agreed to become a director or officer of Amkor or who had agreed at the request of Amkor's Board of Directors or an officer of Amkor to serve as an employee or agent of Amkor or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by Amkor to the full extent permitted by the DGCL or any other applicable laws. Such Certificate of Incorporation also provides that no amendment or repeal of such Certificate shall apply to or have any effect on the right to indemnification permitted or authorized thereunder for or with respect to claims asserted before or after such amendment or repeal arising from acts or omissions occurring in whole or in part before the effective date of such amendment or repeal. Amkor's Bylaws provide that Amkor shall indemnify to the full extent authorized by law any person made or threatened to be made a party to an action or a proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he or she was or is a director, officer or employee of Amkor or any predecessor of Amkor or serves or served any other enterprise as a director, officer or employee at the request of Amkor or any predecessor of Amkor. Amkor has entered into indemnification agreements with its directors and certain of its officers. Amkor maintains insurance on behalf of any person who is a director or officer against any loss arising from any claim asserted against such person and expense incurred by such person in any such capacity, subject to certain exclusions. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 Amkor Technology, Inc. 1998 Employee Stock Purchase Plan. (1) 4.2 Amkor Technology, Inc. 401K Plan. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 5.2 Undertaking re Status of Favorable Determination Letter Covering Amkor Technology, Inc. 401K Plan. Amkor has received a favorable determination letter from the Internal Revenue Service (the "IRS") concerning the qualification of the 401K Plan under Section 401(a) and related provisions of the Internal Revenue Code of 1986, as amended. Amkor will submit any future material amendments to the 401K Plan to the IRS with a request for a favorable determination that the 401K Plan, as amended, continues to so qualify. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Sycip Gorres Velayo & Co., a member practice of Ernst & Young Global 23.3 Consent of Sycip Gorres Velayo & Co., a member firm of Arthur Andersen (2) 23.4 Consent of Samil Accounting Corporation 23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1). 24.1 Power of Attorney (see signature page) (1) Incorporated by reference to the Company's Registration Statement on Form S-8 filed October 29, 2002 (File No. 333-100814). (2) The financial statements of Amkor Technology Philippines (P1/P2), Inc. and Amkor Technology Philippines (P3/P4), Inc., consolidated subsidiaries of the Registrant, for each of the two years in the period ended December 31, 2001, have been audited by the independent public accountants Sycip Gorres Velayo & Co., a member firm of Arthur Andersen, (referred to herein as Arthur Andersen). However, the Registrant has been unable to obtain the written consent of Arthur Andersen with respect to the incorporation by reference of such financial statements in this Registrant's Registration Statement on Form S-8. Therefore, the Registrant has dispensed with the requirement to file the written consent of Arthur Andersen in reliance upon Rule 437a of the Securities Act of 1933, as amended. As a result, you may not be able to recover damages from Arthur Andersen under Section 11 of the Securities Act of 1933, as amended, for any untrue statements of material fact or any omissions to state a material fact, if any, contained in the financial statements of the registrant for the aforementioned financial statements which are incorporated by reference in this Registration Statement.
ITEM 9. UNDERTAKINGS (a) Rule 415 Offering 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 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. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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) Filings incorporating subsequent Exchange Act documents by reference The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's or the 401K Plan's annual report pursuant to section 13(a) or 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) Request for acceleration of effective date or filing of registration statement on Form S-8 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 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, we duly have caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania on April 17, 2003. AMKOR TECHNOLOGY, INC. By: /s/ James J. Kim ----------------------------------------------------------- James J. Kim Chairman and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Kim and Kenneth T. Joyce, and each of them, his attorneys-in-fact, each with the power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this Registration Statement that are to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto in all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on April [ ], 2003 in the capacities indicated. NAME TITLE DATE ---- ----- ---- /s/ James J. Kim Chief Executive Officer and Chairman April 17, 2003 - --------------------------------------------- James J. Kim /s/ John N. Boruch President and Director April 17, 2003 - --------------------------------------------- John N. Boruch /s/ Kenneth Joyce Chief Financial Officer April 17, 2003 - --------------------------------------------- Kenneth Joyce (Principal Financial and Accounting Officer) /s/ Winston J. Churchill Director April 17, 2003 - --------------------------------------------- Winston J. Churchill /s/ Thomas D. George Director April 17, 2003 - --------------------------------------------- Thomas D. George /s/ Gregory K. Hinckley Director April 17, 2003 - --------------------------------------------- Gregory K. Hinckley /s/ John B. Neff Director April 17, 2003 - --------------------------------------------- John B. Neff /s/ Juergen Knorr Director April 17, 2003 - --------------------------------------------- Juergen Knorr /s/ James W. Zug Director April 17, 2003 - --------------------------------------------- James W. Zug
THE 401K PLAN Pursuant to the requirements of the Securities Act of 1933, as amended, we duly have caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania on April 17, 2003. AMKOR TECHNOLOGY, INC. 401K PLAN By: /s/ Kenneth Joyce ----------------------------------------- POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James J. Kim and Kenneth T. Joyce, and each of them, his attorneys-in-fact, each with the power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this Registration Statement that are to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto in all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on April 17, 2003 in the capacities indicated. NAME TITLE DATE ---- ----- ---- /s/ James J. Kim Chief Executive Officer and Chairman April 17, 2003 - --------------------------------------------- James J. Kim /s/ John N. Boruch President and Director April 17, 2003 - --------------------------------------------- John N. Boruch /s/ Kenneth Joyce Chief Financial Officer April 17, 2003 - --------------------------------------------- Kenneth Joyce (Principal Financial and Accounting Officer) /s/ Winston J. Churchill Director April 17, 2003 - --------------------------------------------- Winston J. Churchill /s/ Thomas D. George Director April 17, 2003 - --------------------------------------------- Thomas D. George /s/ Gregory K. Hinckley Director April 17, 2003 - --------------------------------------------- Gregory K. Hinckley /s/ John B. Neff Director April 17, 2003 - --------------------------------------------- John B. Neff /s/ Juergen Knorr Director April 17, 2003 - --------------------------------------------- Juergen Knorr /s/ James W. Zug Director April 17, 2003 - --------------------------------------------- James W. Zug
AMKOR TECHNOLOGY, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS 4.1 Amkor Technology, Inc. 1998 Employee Stock Purchase Plan. (1) Amkor Technology, Inc. 401K Plan. Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to legality of securities being registered. 5.1 Undertaking re Status of Favorable Determination Letter Covering Amkor Technology, Inc. 401K Plan. Amkor has received a favorable determination letter from the Internal Revenue Service (the "IRS") concerning the qualification of the 401K Plan under Section 401(a) and related provisions of the Internal Revenue Code of 1986, as amended. Amkor will submit any future material amendments to the 401K Plan to the IRS with a request for a favorable determination that the 401K Plan, as amended, continues to so qualify. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of Sycip Gorres Velayo & Co., a member practice of Ernst & Young Global 23.3 Consent of Sycip Gorres Velayo & Co., a member firm of Arthur Andersen (2) 23.4 Consent of Samil Accounting Corporation 23.5 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in Exhibit 5.1). 24.1 Power of Attorney (see signature page). (1) Incorporated by reference to the Company's Registration Statement on Form S-8 filed October 29, 2002 (File No. 333-100814). (2) The financial statements of Amkor Technology Philippines (P1/P2), Inc. and Amkor Technology Philippines (P3/P4), Inc., consolidated subsidiaries of the Registrant, for each of the two years in the period ended December 31, 2001, have been audited by the independent public accountants Sycip Gorres Velayo & Co., a member firm of Arthur Andersen, (referred to herein as Arthur Andersen). However, the Registrant has been unable to obtain the written consent of Arthur Andersen with respect to the incorporation by reference of such financial statements in this Registrant's Registration Statement on Form S-8. Therefore, the Registrant has dispensed with the requirement to file the written consent of Arthur Andersen in reliance upon Rule 437a of the Securities Act of 1933, as amended. As a result, you may not be able to recover damages from Arthur Andersen under Section 11 of the Securities Act of 1933, as amended, for any untrue statements of material fact or any omissions to state a material fact, if any, contained in the financial statements of the registrant for the aforementioned financial statements which are incorporated by reference in this Registration Statement.
Exhibit 4.2 THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN) A FIDELITY PROTOTYPE PLAN NON-STANDARDIZED ADOPTION AGREEMENT NO. 001 FOR USE WITH FIDELITY BASIC PLAN DOCUMENT NO. 02 Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved.
ADOPTION AGREEMENT ARTICLE 1 NON-STANDARDIZED PROFIT SHARING/401(K) PLAN 1.01 PLAN INFORMATION (a) NAME OF PLAN: This is the Amkor Technology, Inc., 401(K) Plan (the " Plan ") (b) TYPE OF PLAN: (1) [X] 401(k) Only (2) [ ] 401(k) and Profit Sharing (3) [ ] Profit Sharing Only (c) ADMINISTRATOR NAME (IF NOT THE EMPLOYER): ______________________________________________________________ Address: __________________________________________ __________________________________________ Telephone Number: __________________________________________ The Administrator is the agent for service of legal process for the Plan. (d) PLAN YEAR END (month/day): 12/31 (e) THREE DIGIT PLAN NUMBER: 001 (f) LIMITATION YEAR (check one): (1) [X] Calendar Year (2) [ ] Plan Year (3) [ ] Other: _______________ (g) PLAN STATUS (check appropriate box (es)): (1) [ ] New Plan Effective Date: _______________ (2) [X] Amendment Effective Date: 12/11/2002 Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 1
This is (check one): (A) [X] an amendment and restatement of a Basic Plan Document No. 02 Adoption Agreement previously executed by the Employer; or (B) [ ] a conversion to a Basic Plan Document No. 02 Adoption Agreement. The original effective date of the Plan: 1/1/1986 (3) [X] This is an amendment and restatement of the Plan and the Plan was not amended prior to the effective date specified in Subsection 1.01(g)(2) above to comply with the requirements of the Acts specified in the Snap Off Addendum to the Adoption Agreement. The provisions specified in the Snap Off Addendum are effective as of the dates specified in the Snap Off Addendum, which dates may be prior to the Amendment Effective Date. Please read and complete, if necessary, the Snap Off Addendum to the Adoption Agreement. (4) [ ] SPECIAL EFFECTIVE DATES - Certain provisions of the Plan shall be effective as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the affected provisions and their effective dates (5) [ ] PLAN MERGER EFFECTIVE DATES. Certain plan(s) were merged into the Plan and certain provisions of the Plan are effective with respect to the merged plan(s) as of a date other than the date specified above. Please complete the Special Effective Dates Addendum to the Adoption Agreement indicating the plan(s) that have merged into the Plan and the effective date(s) of such merger(s). 1.02 EMPLOYER (a) EMPLOYER NAME: Amkor Technology, Inc Address: 1900 S. Price Road Chandler, AZ 85248 Contact's Name: Mr. Mike Gentry Telephone Number: (480) 821-2408 Ext. 5012 (1) Employer's Tax Identification Number: 23-1722724 (2) Employer's fiscal year end: 12/31 (3) Date business commenced: 3/9/1970 (b) THE TERM "EMPLOYER" INCLUDES THE FOLLOWING RELATED EMPLOYER(S) (AS DEFINED IN SUBSECTION 2.01(rr)) (list each participating Related Employer and its Employer Tax Identification Number): ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 2
1.03 TRUSTEE (a) TRUSTEE NAME: Fidelity Management Trust Company Address: 82 Devonshire Street Boston, MA 02109 1.04 COVERAGE ALL EMPLOYEES WHO MEET THE CONDITIONS SPECIFIED BELOW SHALL BE ELIGIBLE TO PARTICIPATE IN THE PLAN: (a) AGE REQUIREMENT (check one): (1) [X] no age requirement. (2) [ ] must have attained age:________(NOT TO EXCEED 21). (b) ELIGIBILITY SERVICE REQUIREMENT (1) ELIGIBILITY TO PARTICIPATE IN PLAN (check one): (A) [X] no Eligibility Service requirement. (B) [ ] _____(NOT TO EXCEED 11) months of Eligibility Service requirement (no minimum number Hours of Service can be required). (C) [ ] one year of Eligibility Service requirement (at least 1,000 Hours of Service are required during the Eligibility Computation Period). (D) [ ] two years of Eligibility Service requirement (at least 1,000 Hours of Service are required during each Eligibility Computation Period). (DO NOT SELECT IF OPTION 1.01(b)(1), 401(k) ONLY, IS CHECKED, UNLESS A DIFFERENT ELIGIBILITY SERVICE REQUIREMENT APPLIES TO DEFERRAL CONTRIBUTIONS UNDER OPTION 1.04(b)(2).) NOTE: If the Employer selects the two year Eligibility Service requirement, then contributions subject to such Eligibility Service requirement must be 100% vested when made. (2) [X] SPECIAL ELIGIBILITY SERVICE REQUIREMENT FOR DEFERRAL CONTRIBUTIONS AND/OR MATCHING EMPLOYER CONTRIBUTIONS: (A) The special Eligibility Service requirement applies to (check the appropriate box(es)): (i) [ ] Deferral Contributions. (ii) [X] Matching Employer Contributions. (B) The special Eligibility Service requirement is: (C) (Fill in (A), (B), or (C) from Subsection 1.04(b)(1) above). Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 3
(c) ELIGIBLE CLASS OF EMPLOYEES (check one): NOTE: The Plan may not cover employees who are residents of Puerto Rico. These employees are automatically excluded from the eligible class, regardless of the Employer's selection under this Subsection 1.04(c). (1) [ ] includes all Employees of the Employer. (2) [X] includes all Employees of the Employer except for (check the appropriate box(es)): (A) [X] employees covered by a collective bargaining agreement. (B) [ ] Highly Compensated Employees as defined in Code Section 414(q). (C) [X] Leased Employees as defined in Subsection 2.01(cc). (D) [X] nonresident aliens who do not receive any earned income from the Employer which constitutes United States source income. (E) [ ] other: ___________________________________ ___________________________________ NOTE: The Employer should exercise caution when excluding employees from participation in the Plan. Exclusion of employees may adversely affect the Plan's satisfaction of the minimum coverage requirements, as provided in Code Section 410(b). (d) THE ENTRY DATES SHALL BE (check one): (1) [ ] immediate upon meeting the eligibility requirements specified in Subsections 1.04(a), (b), and (c). (2) [ ] the first day of each Plan Year and the first day of the seventh month of each Plan Year. (3) [ ] the first day of each Plan Year and the first day of the fourth, seventh, and tenth months of each Plan Year. (4) [X] the first day of each month. (5) [ ] the first day of each Plan Year. (DO NOT SELECT IF THERE IS AN ELIGIBILITY SERVICE REQUIREMENT OF MORE THAN SIX MONTHS IN SUBSECTION 1.04(b) OR IF THERE IS AN AGE REQUIREMENT OF MORE THAN 20 1/2 IN SUBSECTION 1.04(a).) (e) [ ] SPECIAL ENTRY DATE(s) - In addition to the Entry Dates specified in Subsection 1.04(d) above, the following special Entry Date(s) apply for Deferral and/or Matching Employer Contributions. (SPECIAL ENTRY DATES MAY ONLY BE SELECTED IF OPTION 1.04(b)(2), SPECIAL ELIGIBILITY SERVICE REQUIREMENT, IS CHECKED. THE SAME ENTRY DATES MUST BE SELECTED FOR CONTRIBUTIONS THAT ARE SUBJECT TO THE SAME ELIGIBILITY SERVICE REQUIREMENTS.) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 4
(1) The special Entry Date(s) shall apply to (check the appropriate box(es)): (A) [ ] Deferral Contributions. (B) [ ] Matching Employer Contributions. (2) The special Entry Date(s) shall be: ___ (Fill in (1), (2), (3), (4), or (5) from Subsection 1.04(d) above). (f) DATE OF INITIAL PARTICIPATION - An Employee shall become a Participant unless excluded by Subsection 1.04(c) above on the Entry Date immediately following the date the Employee completes the service and age requirement(s) in Subsections 1.04(a) and (b), if any, except (check one): (1) [X] no exceptions. (2) [ ] Employees employed on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date. (3) [ ] Employees who meet the age and service requirement(s) of Subsections 1.04(a) and (b) on the Effective Date in Subsection 1.01(g)(1) or (2) shall become Participants on that date. 1.05 COMPENSATION COMPENSATION FOR PURPOSES OF DETERMINING CONTRIBUTIONS SHALL BE AS DEFINED IN SECTION 5.02, MODIFIED AS PROVIDED BELOW. (a) COMPENSATION EXCLUSIONS: Compensation shall exclude the item(s) listed below for purposes of determining Deferral Contributions, Employee Contributions, if any, and Qualified Nonelective Employer Contributions, or, if Subsection 1.01(b)(3), Profit Sharing Only, is selected, Nonelective Employer Contributions. Unless otherwise indicated in Subsection 1.05(b), these exclusions shall also apply in determining all other Employer-provided contributions. (Check the appropriate box(es); Options (2), (3), (4), (5), and (6) may not be elected with respect to Deferral Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): (1) [ ] No exclusions. (2) [ ] Overtime Pay. (3) [X] Bonuses. (4) [X] Commissions. (5) [X] The value of a qualified or a non-qualified stock option granted to an Employee by the Employer to the extent such value is includable in the Employee's taxable income. (6) [ ] Severance Pay. (b) SPECIAL COMPENSATION EXCLUSIONS FOR DETERMINING EMPLOYER-PROVIDED CONTRIBUTIONS IN ARTICLE 5 (either (1) or (2) may be selected, but not both): Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 5
(1) [ ] Compensation for purposes of determining Matching, Qualified Matching, and Nonelective Employer Contributions shall exclude: ___________ (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.) (2) [ ] Compensation for purposes of determining Nonelective Employer Contributions only shall exclude: __________ (Fill in number(s) for item(s) from Subsection 1.05(a) above that apply.) NOTE: If the Employer selects Option (2), (3), (4), (5), or (6) with respect to Nonelective Employer Contributions, Compensation must be tested to show that it meets the requirements of Code Section 414(s) or 401(a)(4). These exclusions shall not apply for purposes of the "Top Heavy" requirements in Section 15.03, for allocating safe harbor Matching Employer Contributions if Subsection 1.10(a)(3) is selected, for allocating safe harbor Nonelective Employer Contributions if Subsection 1.11(a)(3) is selected, or for allocating non-safe harbor Nonelective Employer Contributions if the Integrated Formula is elected in Subsection 1.11(b)(2). (c) COMPENSATION FOR THE FIRST YEAR OF PARTICIPATION - Contributions for the Plan Year in which an Employee first becomes a Participant shall be determined based on the Employee's Compensation (check one): (1) [ ] for the entire Plan Year. (2) [X] for the portion of the Plan Year in which the Employee is eligible to participate in the Plan. NOTE: If the initial Plan Year of a new Plan consists of fewer than 12 months from the Effective Date in Subsection 1.01(g)(1) through the end of the initial Plan Year, Compensation for purposes of determining the amount of contributions, other than non-safe harbor Nonelective Employer Contributions, under the Plan shall be the period from such Effective Date through the end of the initial year. However, for purposes of determining the amount of non-safe harbor Nonelective Employer Contributions and for other Plan purposes, where appropriate, the full 12-consecutive-month period ending on the last day of the initial Plan Year shall be used. 1.06 TESTING RULES (a) ADP/ACP PRESENT TESTING METHOD - The testing method for purposes of applying the "ADP" and "ACP" tests described in Sections 6.03 and 6.06 of the Plan shall be the (check one): (1) [X] CURRENT YEAR TESTING METHOD - The "ADP" or "ACP" of Highly Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated Employees for the same Plan Year. (MUST CHOOSE IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) (2) [ ] PRIOR YEAR TESTING METHOD - The "ADP" or "ACP" of Highly Compensated Employees for the Plan Year shall be compared to the "ADP" or "ACP" of Non-Highly Compensated Employees for the immediately preceding Plan Year. (DO NOT CHOOSE IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) (3) [ ] Not applicable. (ONLY IF OPTION 1.01(b)(3), PROFIT SHARING ONLY, IS CHECKED OR OPTION 1.04(c)(2)(B), EXCLUDING ALL HIGHLY COMPENSATED EMPLOYEES FROM THE ELIGIBLE CLASS OF EMPLOYEES, IS CHECKED.) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 6
NOTE: Restrictions apply on elections to change testing methods that are made after the end of the GUST remedial amendment period. (b) FIRST YEAR TESTING METHOD - If the first Plan Year that the Plan, other than a successor plan, permits Deferral Contributions or provides for either Employee or Matching Employer Contributions, occurs on or after the Effective Date specified in Subsection 1.01(g), the "ADP" and/or "ACP" test for such first Plan Year shall be applied using the actual "ADP" and/or "ACP" of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below. (1) [ ] The "ADP" and/or "ACP" test for the first Plan Year that the Plan permits Deferral Contributions or provides for either Employee or Matching Employer Contributions shall be applied assuming a 3% "ADP" and/or "ACP" for Non-Highly Compensated Employees. (DO NOT CHOOSE UNLESS PLAN USES PRIOR YEAR TESTING METHOD DESCRIBED IN SUBSECTION 1.06(a)(2).) (c) HCE DETERMINATIONS: LOOK BACK YEAR - The look back year for purposes of determining which Employees are Highly Compensated Employees shall be the 12-consecutive-month period preceding the Plan Year, unless otherwise provided below. (1) [ ] CALENDAR YEAR DETERMINATION - The look back year shall be the calendar year beginning within the preceding Plan Year. (DO NOT CHOOSE IF THE PLAN YEAR IS THE CALENDAR YEAR.) (d) HCE DETERMINATIONS: TOP PAID GROUP ELECTION - All Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees, unless Top Paid Group Election below is checked. (1) [ ] TOP PAID GROUP ELECTION - Employees with Compensation exceeding $80,000 (as indexed) shall be considered Highly Compensated Employees only if they are in the top paid group (the top 20% of Employees ranked by Compensation). NOTE: Effective for determination years beginning on or after January 1, 1998, if the Employer elects Option 1.06(c)(1) and/or 1.06(d)(1), such election(s) must apply consistently to all retirement plans of the Employer for determination years that begin with or within the same calendar year (except that Option 1.06(c)(1), Calendar Year Determination, shall not apply to calendar year plans). 1.07 DEFERRAL CONTRIBUTIONS (a) [X] DEFERRAL CONTRIBUTIONS - Participants may elect to have a portion of their Compensation contributed to the Plan on a before-tax basis pursuant to Code Section 401(k). (1) REGULAR CONTRIBUTIONS - The Employer shall make a Deferral Contribution in accordance with Section 5.03 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the payroll period in question, not to exceed 60% of Compensation for that period. NOTE: For Limitation Years beginning prior to 2002, the percentage elected above must be less than 25% in order to satisfy the limitation on annual additions under Code Section 415 if other types of contributions are provided under the Plan. (A) [ ] Instead of specifying a percentage of Compensation, a Participant's salary reduction agreement may specify a dollar amount to be contributed each payroll period, provided such dollar amount does not exceed the maximum percentage of Compensation specified in Subsection 1.07(a)(1) above. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 7
(B) A Participant may increase or decrease, on a prospective basis, his salary reduction agreement percentage (check one): (i) [ ] as of the beginning of each payroll period. (ii) [X] as of the first day of each month. (iii) [ ] as of the next Entry Date. (DO NOT SELECT IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT TO DEFERRAL CONTRIBUTIONS IN SUBSECTION 1.04(d) OR 1.04(e).) (iv) [ ] other. (Specify, but must be at least once per Plan Year) ___________________________________ ___________________________________ NOTE: Notwithstanding the Employer's election hereunder, if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions is checked, the Plan provides that an Active Participant may change his salary reduction agreement percentage for the Plan Year within a reasonable period (not fewer than 30 days) of receiving the notice described in Section 6.10. (C) A Participant may revoke, on a prospective basis, a salary reduction agreement at any time upon proper notice to the Administrator but in such case may not file a new salary reduction agreement until (check one): (i) [ ] the first day of the next Plan Year. (ii) [X] any subsequent Entry Date. (DO NOT SELECT IF IMMEDIATE ENTRY IS ELECTED WITH RESPECT TO DEFERRAL CONTRIBUTIONS IN SUBSECTION 1.04(d) OR 1.04(e).) (iii) [ ] other. (Specify, but must be at least once per Plan Year) ___________________________________ ___________________________________ (2) [X] ADDITIONAL DEFERRAL CONTRIBUTIONS - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make additional Deferral Contributions in an amount up to 100% of their Compensation for the payroll period(s) designated by the Employer. (3) [ ] BONUS CONTRIBUTIONS - The Employer may allow Participants upon proper notice and approval to enter into a special salary reduction agreement to make Deferral Contributions in an amount up to 100% of any Employer paid cash bonuses designated by the Employer on a uniform and non-discriminatory basis that are made for such Participants during the Plan Year. The Compensation definition elected by the Employer in Subsection 1.05(a) must include bonuses if bonus contributions are permitted. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 8
NOTE: A Participant's contributions under Subsection 1.07(a)(2) and/or (3) may not cause the Participant to exceed the percentage limit specified by the Employer in Subsection 1.07(a)(1) for the full Plan Year. If the Administrator anticipates that the Plan will not satisfy the "ADP" and/or "ACP" test for the year, the Administrator may reduce the rate of Deferral Contributions of Participants who are Highly Compensated Employees to an amount objectively determined by the Administrator to be necessary to satisfy the "ADP" and/or "ACP" test. 1.08 EMPLOYEE CONTRIBUTIONS (AFTER-TAX CONTRIBUTIONS) (a) [ ] EMPLOYEE CONTRIBUTIONS - Either (1) Participants will be permitted to contribute amounts to the Plan on an after-tax basis or (2) the Employer maintains frozen Employee Contributions Accounts (check one): (1) [ ] FUTURE EMPLOYEE CONTRIBUTIONS - Participants may make voluntary, non-deductible, after- tax Employee Contributions pursuant to Section 5.04 of the Plan. (ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED.) (2) [ ] FROZEN EMPLOYEE CONTRIBUTIONS - Participants may not currently make after-tax Employee Contributions to the Plan, but the Employer does maintain frozen Employee Contributions Accounts. 1.09 QUALIFIED NONELECTIVE CONTRIBUTIONS (a) QUALIFIED NONELECTIVE EMPLOYER CONTRIBUTIONS - If Option 1.07(a), Deferral Contributions, is checked, the Employer may contribute an amount which it designates as a Qualified Nonelective Employer Contribution to be included in the "ADP" or "ACP" test. Unless otherwise provided below, Qualified Nonelective Employer Contributions shall be allocated to Participants who were eligible to participate in the Plan at any time during the Plan Year and are Non-Highly Compensated Employees either (A) in the ratio which each Participant's "testing compensation", as defined in Subsection 6.01(t), for the Plan Year bears to the total of all Participants' "testing compensation" for the Plan Year or (B) as a flat dollar amount. (1) [ ] Qualified Nonelective Employer Contributions shall be allocated to Participants as a percentage of the lowest paid Participant's "testing compensation", as defined in Subsection 6.01(t), for the Plan Year up to the lower of (A) the maximum amount contributable under the Plan or (B) the amount necessary to satisfy the "ADP" or "ACP" test. If any Qualified Nonelective Employer Contribution remains, allocation shall continue in the same manner to the next lowest paid Participants until the Qualified Nonelective Employer Contribution is exhausted. 1.10 MATCHING EMPLOYER CONTRIBUTIONS (ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED) (a) [X] BASIC MATCHING EMPLOYER CONTRIBUTIONS (check one): (1) [X] NON-DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The Employer shall make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the following percentage of a Participant's Deferral Contributions during the Contribution Period (check (A) or (B) and, if applicable, (C)): Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 9
NOTE: Effective for Plan Years beginning on or after January 1, 1999, if the Employer elected Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions and meets the requirements for deemed satisfaction of the "ADP" test in Section 6.10 for a Plan Year, the Plan will also be deemed to satisfy the "ACP" test for such Plan Year with respect to Matching Employer Contributions if Matching Employer Contributions hereunder meet the requirements in Section 6.11. (A) [X] Single Percentage Match: 75% (B) [ ] Tiered Match: _____ % of the first _____ % of the Active Participant's Compensation contributed to the Plan, _____ % of the next _____ % of the Active Participant's Compensation contributed to the Plan, _____ % of the next _____ % of the Active Participant's Compensation contributed to the Plan. NOTE: The percentages specified above for basic Matching Employer Contributions may not increase as the percentage of Compensation contributed increases. (C) [X] Limit on Non-Discretionary Matching Employer Contributions (check the appropriate box(es)): (i) [X] Deferral Contributions in excess of 16% of the Participant's Compensation for the period in question shall not be considered for non-discretionary Matching Employer Contributions. NOTE: If the Employer elected a percentage limit in (i) above and requested the Trustee to account separately for matched and unmatched Deferral Contributions made to the Plan, the non-discretionary Matching Employer Contributions allocated to each Participant must be computed, and the percentage limit applied, based upon each payroll period. (ii) [X] Matching Employer Contributions for each Participant for each Plan Year shall be limited to $6,000. (2) [ ] DISCRETIONARY MATCHING EMPLOYER CONTRIBUTIONS - The Employer may make a basic Matching Employer Contribution on behalf of each Participant in an amount equal to the percentage declared for the Contribution Period, if any, by a Board of Directors' Resolution (or by a Letter of Intent for a sole proprietor or partnership) of the Deferral Contributions made by each Participant during the Contribution Period. The Board of Directors' Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount. (A) [ ] 4% Limitation on Discretionary Matching Employer Contributions for Deemed Satisfaction of "ACP" Test - In no event may the dollar amount of the discretionary Matching Employer Contribution made on a Participant's behalf for the Plan Year exceed 4% of the Participant's Compensation for the Plan Year. (ONLY IF OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 10
(3) [ ] SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS - Effective only for Plan Years beginning on or after January 1, 1999, if the Employer elects one of the safe harbor formula Options provided in the Safe Harbor Matching Employer Contribution Addendum to the Adoption Agreement and provides written notice each Plan Year to all Active Participants of their rights and obligations under the Plan, the Plan shall be deemed to satisfy the "ADP" test and, under certain circumstances, the "ACP" test. (b) [X] ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS - The Employer may at Plan Year end make an additional Matching Employer Contribution equal to a percentage declared by the Employer, through a Board of Directors' Resolution (or by a Letter of Intent for a sole proprietor or partnership), of the Deferral Contributions made by each Participant during the Plan Year. (ONLY IF OPTION 1.10(a)(1) OR (3) IS CHECKED.) The Board of Directors' Resolution (or Letter of Intent, if applicable) may limit the Deferral Contributions matched to a specified percentage of Compensation or limit the amount of the match to a specified dollar amount. (1) [ ] 4% LIMITATION ON ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS FOR DEEMED SATISFACTION OF "ACP" TEST - In no event may the dollar amount of the additional Matching Employer Contribution made on a Participant's behalf for the Plan Year exceed 4% of the Participant's Compensation for the Plan Year. (ONLY IF OPTION 1.10(a)(3), SAFE HARBOR MATCHING EMPLOYER CONTRIBUTIONS, OR OPTION 1.11(a)(3), SAFE HARBOR FORMULA, WITH RESPECT TO NONELECTIVE EMPLOYER CONTRIBUTIONS IS CHECKED.) NOTE: If the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, above and wants to be deemed to have satisfied the "ADP" test for Plan Years beginning on or after January 1, 1999, the additional Matching Employer Contribution must meet the requirements of Section 6.10. In addition to the foregoing requirements, if the Employer elected either Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and wants to be deemed to have satisfied the "ACP" test with respect to Matching Employer Contributions for the Plan Year, the Deferral Contributions matched may not exceed the limitations in Section 6.11. (c) CONTRIBUTION PERIOD FOR MATCHING EMPLOYER CONTRIBUTIONS - The Contribution Period for purposes of calculating the amount of basic Matching Employer Contributions described in Subsection 1.10(a) is: (1) [ ] each calendar month. (2) [ ] each Plan Year quarter. (3) [ ] each Plan Year. (4) [X] each payroll period. The Contribution Period for additional Matching Employer Contributions described in Subsection 1.10(b) is the Plan Year. (d) CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant who makes Deferral Contributions during a Contribution Period shall only be entitled to receive Matching Employer Contributions under Section 1.10 for that Contribution Period if the Participant satisfies the following requirement(s) (Check the appropriate box(es). Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to basic Matching Employer Contributions if Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, is checked): Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 11
(1) [X] No requirements. (2) [ ] Is employed by the Employer or a Related Employer on the last day of the Contribution Period. (3) [ ] Earns at least 501 Hours of Service during the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (4) [ ] Earns at least 1,000 Hours of Service during the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (5) [ ] Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (ONLY IF THE CONTRIBUTION PERIOD IS THE PLAN YEAR.) (6) [ ] Is not a Highly Compensated Employee for the Plan Year. (7) [ ] Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership. (8) [X] Special continuing eligibility requirement(s) for additional Matching Employer Contributions. (ONLY IF OPTION 1.10(b), ADDITIONAL MATCHING EMPLOYER CONTRIBUTIONS, IS CHECKED.) (A) The continuing eligibility requirement(s) for additional Matching Employer Contributions is/are: (1) (Fill in number of applicable eligibility requirement(s) from above.) NOTE: If Option (2), (3), (4), or (5) above is selected, then Matching Employer Contributions can only be FUNDED by the Employer AFTER the Contribution Period or Plan Year ends. Matching Employer Contributions funded during the Contribution Period or Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Contribution Period or Plan Year, as applicable, such Option shall not become effective until the first day of the next Contribution Period or Plan Year. (e) [ ] QUALIFIED MATCHING EMPLOYER CONTRIBUTIONS - Prior to making any Matching Employer Contribution hereunder (other than a safe harbor Matching Employer Contribution), the Employer may designate all or a portion of such Matching Employer Contribution as a Qualified Matching Employer Contribution that may be used to satisfy the "ADP" test on Deferral Contributions and excluded in applying the "ACP" test on Employee and Matching Employer Contributions. Unless the additional eligibility requirement is selected below, Qualified Matching Employer Contributions shall be allocated to all Participants who meet the continuing eligibility requirement(s) described in Subsection 1.10(d) above for the type of Matching Employer Contribution being characterized as a Qualified Matching Employer Contribution. (1) [ ] To receive an allocation of Qualified Matching Employer Contributions a Participant must also be a Non-Highly Compensated Employee for the Plan Year. NOTE: Qualified Matching Employer Contributions may not be excluded in applying the "ACP" test for a Plan Year if the Employer elected Option 1.10(a)(3), Safe Harbor Matching Employer Contributions, or Option 1.11(a)(3), Safe Harbor Formula, with respect to Nonelective Employer Contributions, and the "ADP" test is deemed satisfied under Section 6.10 for such Plan Year. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 12
1.11 NONELECTIVE EMPLOYER CONTRIBUTIONS NOTE: An Employer may elect both a fixed formula and a discretionary formula. If both are selected, the discretionary formula shall be treated as an additional Nonelective Employer Contribution and allocated separately in accordance with the allocation formula selected by the Employer. (a) [ ] FIXED FORMULA (An Employer may elect both the Safe Harbor Formula and one of the other fixed formulas. Otherwise, the Employer may only select one of the following.) (1) [ ] FIXED PERCENTAGE EMPLOYER CONTRIBUTION - For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to_______% (NOT TO EXCEED 15% FOR PLAN YEARS BEGINNING PRIOR TO 2002 AND 25% FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1, 2002) of such Active Participant's Compensation. (2) [ ] FIXED FLAT DOLLAR EMPLOYER CONTRIBUTION - The Employer shall contribute for each eligible Active Participant an amount equal to $ _____________. The contribution amount is based on an Active Participant's service for the following period: (A) [ ] Each paid hour. (B) [ ] Each payroll period. (C) [ ] Each Plan Year. (D) [ ] Other: ________________________ (3) [ ] SAFE HARBOR FORMULA - Effective only with respect to Plan Years that begin on or after January 1, 1999, the Nonelective Employer Contribution specified in the Safe Harbor Nonelective Employer Contribution Addendum is intended to satisfy the safe harbor contribution requirements under the Code such that the "ADP" test (and, under certain circumstances, the "ACP" test) is deemed satisfied. Please complete the Safe Harbor Nonelective Employer Contribution Addendum to the Adoption Agreement. (CHOOSE ONLY IF OPTION 1.07(a), DEFERRAL CONTRIBUTIONS, IS CHECKED.) (b) [ ] DISCRETIONARY FORMULA - The Employer may decide each Plan Year whether to make a discretionary Nonelective Employer Contribution on behalf of eligible Active Participants in accordance with Section 5.10. Such contributions shall be allocated to eligible Active Participants based upon the following (check (1) or (2)): (1) [ ] NON-INTEGRATED ALLOCATION FORMULA - In the ratio that each eligible Active Participant's Compensation bears to the total Compensation paid to all eligible Active Participants for the Plan Year. (2) [ ] INTEGRATED ALLOCATION FORMULA - As (A) a percentage of each eligible Active Participant's Compensation plus (B) a percentage of each eligible Active Participant's Compensation in excess of the "integration level" as defined below. The percentage of Compensation in excess of the "integration level" shall be equal to the lesser of the percentage of the Active Participant's Compensation allocated under (A) above or the "permitted disparity limit" as defined below. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 13
NOTE: An Employer that has elected the Safe Harbor formula in Subsection 1.11(a)(3) above may not take Nonelective Employer Contributions made to satisfy the safe harbor into account in applying the integrated allocation formula described above. "Integration level" means the Social Security taxable wage base for the Plan Year, unless the Employer elects a lesser amount in (A) or (B) below. (A) _____% (NOT TO EXCEED 100%) of the Social Security taxable wage base for the Plan Year, or (B) $_____ (NOT TO EXCEED THE SOCIAL SECURITY TAXABLE WAGE BASE). "Permitted disparity limit" means the percentage provided by the following table: ======================================================================== IF THE "INTEGRATION LEVEL" IS AT BUT LESS THAN THE "PERMITTED LEAST _____% OF THE TAXABLE _____% OF THE DISPARITY WAGE BASE TAXABLE WAGE BASE LIMIT" IS - ------------------------------------------------------------------------ 0% 20% 5.7% - ------------------------------------------------------------------------ 20% 80% 4.3% - ------------------------------------------------------------------------ 80% 100% 5.4% - ------------------------------------------------------------------------ 100% N/A 5.7% ======================================================================== NOTE: An Employer who maintains any other plan that provides for Social Security Integration (permitted disparity) may not elect Option 1.11(b)(2). (c) CONTINUING ELIGIBILITY REQUIREMENT(S) - A Participant shall only be entitled to receive Nonelective Employer Contributions for a Plan Year under this Section 1.11 if the Participant satisfies the following requirement(s) (Check the appropriate box(es) - Options (3) and (4) may not be elected together; Option (5) may not be elected with Option (2), (3), or (4); Options (2), (3), (4), (5), and (7) may not be elected with respect to Nonelective Employer Contributions under the fixed formula if Option 1.11(a)(3), Safe Harbor Formula, is checked): (1) [ ] No requirements. (2) [ ] Is employed by the Employer or a Related Employer on the last day of the Plan Year. (3) [ ] Earns at least 501 Hours of Service during the Plan Year. (4) [ ] Earns at least 1,000 Hours of Service during the Plan Year. (5) [ ] Either earns at least 501 Hours of Service during the Plan Year or is employed by the Employer or a Related Employer on the last day of the Plan Year. (6) [ ] Is not a Highly Compensated Employee for the Plan Year. (7) [ ] Is not a partner or a member of the Employer, if the Employer is a partnership or an entity taxed as a partnership. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 14
(8) [ ] Special continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions. (ONLY IF BOTH OPTIONS 1.11(a) AND (b) ARE CHECKED.) (A) The continuing eligibility requirement(s) for discretionary Nonelective Employer Contributions is/are:____ (Fill in number of applicable eligibility requirement(s) from above.) NOTE: If Option (2), (3), (4), or (5) above is selected then Nonelective Employer Contributions can only be FUNDED by the Employer AFTER the Plan Year ends. Nonelective Employer Contributions funded during the Plan Year shall not be subject to the eligibility requirements of Option (2), (3), (4), or (5). If Option (2), (3), (4), or (5) is adopted during a Plan Year, such Option shall not become effective until the first day of the next Plan Year. 1.12 EXCEPTIONS TO CONTINUING ELIGIBILITY REQUIREMENTS [ ] DEATH, DISABILITY, AND RETIREMENT EXCEPTION TO ELIGIBILITY REQUIREMENTS - Active Participants who do not meet any last day or Hours of Service requirement under Subsection 1.10(d) or 1.11(c) because they become disabled, as defined in Section 1.14, retire, as provided in Subsection 1.13(a), (b), or (c), or die shall nevertheless receive an allocation of Nonelective Employer and/or Matching Employer Contributions. No Compensation shall be imputed to Active Participants who become disabled for the period following their disability. 1.13 RETIREMENT (a) THE NORMAL RETIREMENT AGE UNDER THE PLAN IS (check one): (1) [X] age 65. (2) [ ] age _______ (specify between 55 and 64). (3) [ ] later of age ________ (NOT TO EXCEED 65) or the fifth anniversary of the Participant's Employment Commencement Date. (b) [ ] THE EARLY RETIREMENT AGE IS THE FIRST DAY OF THE MONTH AFTER THE PARTICIPANT ATTAINS AGE ____(SPECIFY 55 OR GREATER) AND COMPLETES ____ YEARS OF VESTING SERVICE. NOTE: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they reach Early Retirement Age shall be 100% vested in their Accounts under the Plan. (c) [X] A PARTICIPANT WHO BECOMES DISABLED, AS DEFINED IN SECTION 1.14, IS ELIGIBLE FOR DISABILITY RETIREMENT. NOTE: If this Option is elected, Participants who are employed by the Employer or a Related Employer on the date they become disabled shall be 100% vested in their Accounts under the Plan. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 15
1.14 DEFINITION OF DISABLED A PARTICIPANT IS DISABLED IF HE/SHE (check the appropriate box(es)): (a) [ ] satisfies the requirements for benefits under the Employer's long-term disability plan. (b) [X] satisfies the requirements for Social Security disability benefits. (c) [ ] is determined to be disabled by a physician approved by the Employer. 1.15 VESTING A PARTICIPANT'S VESTED INTEREST IN MATCHING EMPLOYER CONTRIBUTIONS AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS, OTHER THAN SAFE HARBOR MATCHING EMPLOYER AND/OR NONELECTIVE EMPLOYER CONTRIBUTIONS ELECTED IN SUBSECTION 1.10(a)(3) OR 1.11(a)(3), SHALL BE BASED UPON HIS YEARS OF VESTING SERVICE AND THE SCHEDULE(s) SELECTED BELOW, EXCEPT AS PROVIDED IN SUBSECTION 1.21(d) OR IN THE VESTING SCHEDULE ADDENDUM TO THE ADOPTION AGREEMENT. (a) [ ] YEARS OF VESTING SERVICE SHALL EXCLUDE: (1) [ ] for new plans, service prior to the Effective Date as defined in Subsection 1.01(g)(1). (2) [ ] for existing plans converting from another plan document, service prior to the original Effective Date as defined in Subsection 1.01(g)(2). (b) VESTING SCHEDULE(s) NOTE: The vesting schedule selected below applies only to Nonelective Employer Contributions and Matching Employer Contributions other than safe harbor contributions under Option 1.11(a)(3) or Option 1.10(a)(3). Safe harbor contributions under Options 1.11(a)(3) and 1.10(a)(3) are always 100% vested immediately. (1) NONELECTIVE EMPLOYER CONTRIBUTIONS (2) MATCHING EMPLOYER CONTRIBUTIONS (check one): (check one): (A) [X] N/A - No Nonelective (A) [ ] N/A - No Matching Employer Contributions Employer Contributions (B) [ ] 100% Vesting immediately (B) [ ] 100%Vesting immediately (C) [ ] 3 year cliff (see C below) (C) [ ] 3 year cliff (see C below) (D) [ ] 5 year cliff (see D below) (D) [ ] 5 year cliff (see D below) (E) [ ] 6 year graduated (see E below) (E) [ ] 6 year graduated (see E below) (F) [ ] 7 year graduated (see F below) (F) [ ] 7 year graduated (see F below) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 16
(G) [ ] Other vesting (G) [X] Other vesting (complete G1 below) (complete G2 below) YEARS OF VESTING SERVICE APPLICABLE VESTING SCHEDULE(S) ======================================================================================= C D E F G1 G2 - --------------------------------------------------------------------------------------- 0 0% 0% 0% 0% ___% 0% - --------------------------------------------------------------------------------------- 1 0% 0% 0% 0% ___% 34% - --------------------------------------------------------------------------------------- 2 0% 0% 20% 0% ___% 67% - --------------------------------------------------------------------------------------- 3 100% 0% 40% 20% ___% 100% - --------------------------------------------------------------------------------------- 4 100% 0% 60% 40% ___% 100% - --------------------------------------------------------------------------------------- 5 100% 100% 80% 60% ___% 100% - --------------------------------------------------------------------------------------- 6 100% 100% 100% 80% ___% 100% - --------------------------------------------------------------------------------------- 7 or more 100% 100% 100% 100% 100% 100% ======================================================================================= NOTE: A schedule elected under G1 or G2 above must be at least as favorable as one of the schedules in C, D, E or F above. NOTE: If the Plan is being amended to provide a more restrictive vesting schedule, the more favorable vesting schedule shall continue to apply to Participants who are Active Participants immediately prior to the later of (1) the effective date of the amendment or (2) the date the amendment is adopted. (c) [ ] A VESTING SCHEDULE MORE FAVORABLE THAN THE VESTING SCHEDULE(S) SELECTED ABOVE APPLIES TO CERTAIN PARTICIPANTS. Please complete the Vesting Schedule Addendum to the Adoption Agreement. (d) APPLICATION OF FORFEITURES - If a Participant forfeits any portion of his non-vested Account balance as provided in Section 6.02, 6.04, 6.07, or 11.08, such forfeitures shall be (check one): (1) [ ] N/A - Either (A) no Matching Employer Contributions are made with respect to Deferral Contributions under the Plan and all other Employer Contributions are 100% vested when made or (B) there are no Employer Contributions under the Plan. (2) [X] applied to reduce Employer contributions. (3) [ ] allocated among the Accounts of eligible Participants in the manner provided in Section 1.11. (ONLY IF OPTION 1.11(a) OR (b) IS CHECKED.) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 17
1.16 PREDECESSOR EMPLOYER SERVICE [X] SERVICE FOR PURPOSES OF ELIGIBILITY IN SUBSECTION 1.04(b) AND VESTING IN SUBSECTION 1.15(b) OF THIS PLAN SHALL INCLUDE SERVICE WITH THE FOLLOWING PREDECESSOR EMPLOYER(S): The Electronics Boutique, Inc. Forte Systems, Inc. AK Technology, Inc. Integra Technologies, LLC. 1.17 PARTICIPANT LOANS PARTICIPANT LOANS (check one): (a) [X] ARE ALLOWED IN ACCORDANCE WITH ARTICLE 9 AND LOAN PROCEDURES OUTLINED IN THE SERVICE AGREEMENT. (b) [ ] ARE NOT ALLOWED. 1.18 IN-SERVICE WITHDRAWALS PARTICIPANTS MAY MAKE WITHDRAWALS PRIOR TO TERMINATION OF EMPLOYMENT UNDER THE FOLLOWING CIRCUMSTANCES (check the appropriate box(es)): (a) [X] HARDSHIP WITHDRAWALS - Hardship withdrawals from a Participant's Deferral Contributions Account shall be allowed in accordance with Section 10.05, subject to a $500 minimum amount. (b) [X] AGE 59 1/2- Participants shall be entitled to receive a distribution of all or any portion of the following Accounts upon attainment of age 59 1/2 (check one): (1) [ ] Deferral Contributions Account. (2) [X] All vested account balances. (C) WITHDRAWAL OF EMPLOYEE CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS - (1) Unless otherwise provided below, Employee Contributions may be withdrawn in accordance with Section 10.02 at any time. (A) [ ] Employees may not make withdrawals of Employee Contributions more frequently than: ___________________________________ (2) Rollover Contributions may be withdrawn in accordance with Section 10.03 at any time. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 18
(d) [ ] PROTECTED IN-SERVICE WITHDRAWAL PROVISIONS - Check if the Plan was converted by plan amendment or received transfer contributions from another defined contribution plan, and benefits under the other defined contribution plan were payable as (check the appropriate box(es)): (1) [ ] an in-service withdrawal of vested employer contributions maintained in a Participant's Account (check (A) and/or (B)): (A) [ ] for at least___(24 or more) months. (i) [ ] Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions. (B) [ ] after the Participant has at least 60 months of participation. (i) [ ] Special restrictions applied to such in-service withdrawals under the prior plan that the Employer wishes to continue under the Plan as restated hereunder. Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the restrictions. (2) [ ] another in-service withdrawal option that is a protected benefit under Code Section 411(d)(6) or an in-service hardship withdrawal option not otherwise described in Section 1.18(a). Please complete the Protected In-Service Withdrawals Addendum to the Adoption Agreement identifying the in-service withdrawal option(s). 1.19 FORM OF DISTRIBUTIONS SUBJECT TO SECTION 13.01, 13.02 AND ARTICLE 14, DISTRIBUTIONS UNDER THE PLAN SHALL BE PAID AS PROVIDED BELOW. (Check the appropriate box(es) and, if any forms of payment selected in (b), (c) and/or (d) apply only to a specific class of Participants, complete Subsection (b) of the Forms of Payment Addendum.) (a) LUMP SUM PAYMENTS - Lump sum payments are always available under the Plan. (b) [ ] INSTALLMENT PAYMENTS - Participants may elect distribution under a systematic withdrawal plan (installments). (c) [ ] ANNUITIES (Check if the Plan is retaining any annuity form(s) of payment.) (1) An annuity form of payment is available under the Plan for the following reason(s) (check (A) and/or (B), as applicable): (A) [ ] As a result of the Plan's receipt of a transfer of assets from another defined contribution plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in Section 1.01(g)(2), benefits were previously payable in the form of an annuity that the Employer elects to continue to be offered as a form of payment under the Plan. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 19
(B) [ ] The Plan received a transfer of assets from a defined benefit plan or another defined contribution plan that was subject to the minimum funding requirements of Code Section 412 and therefore an annuity form of payment is a protected benefit under the Plan in accordance with Code Section 411(d)(6). (2) The normal form of payment under the Plan is (check (A) or (B)): (A) [ ] A lump sum payment. (i) Optional annuity forms of payment (check (I) and/or (II), as applicable). (MUST CHECK AND COMPLETE (I) IF A LIFE ANNUITY IS ONE OF THE OPTIONAL ANNUITY FORMS OF PAYMENT UNDER THE PLAN.) (I) [ ] A married Participant who elects an annuity form of payment shall receive a qualified joint and % (AT LEAST 50%) survivor annuity. An unmarried Participant shall receive a single life annuity, unless a different form of payment is specified below: _____________________ (II) [ ] Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan. (B) [ ] A life annuity (complete (i) and (ii) and check (iii) if applicable). (i) The normal form for married Participants is a qualified joint and % (AT LEAST 50%) survivor annuity. The normal form for unmarried Participants is a single life annuity, unless a different annuity form is specified below: ___________________________________ (ii) The qualified preretirement survivor annuity provided to a Participant's spouse is purchased with % (AT LEAST 50%) of the Participant's Account. (iii) [ ] Other annuity form(s) of payment. Please complete Subsection (a) of the Forms of Payment Addendum describing the other annuity form(s) of payment available under the Plan. (d) [ ] OTHER NON-ANNUITY FORM(S) OF PAYMENT - As a result of the Plan's receipt of a transfer of assets from another plan or pursuant to the Plan terms prior to the Amendment Effective Date specified in 1.01(g)(2), benefits were previously payable in the following form(s) of payment not described in (a), (b) or (c) above and the Plan will continue to offer these form(s) of payment: Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 20
(e) [ ] ELIMINATED FORMS OF PAYMENT NOT PROTECTED UNDER CODE SECTION 411(d)(6). Check if either (1) under the Plan terms prior to the Amendment Effective Date or (2) under the terms of another plan from which assets were transferred, benefits were payable in a form of payment that will cease to be offered after a specified date. Please complete Subsection (c) of the Forms of Payment Addendum describing the forms of payment previously available and the effective date of the elimination of the form(s) of payment. 1.20 TIMING OF DISTRIBUTIONS EXCEPT AS PROVIDED IN SUBSECTION 1.20(a) OR (b) AND THE POSTPONED DISTRIBUTION ADDENDUM TO THE ADOPTION AGREEMENT, DISTRIBUTION SHALL BE MADE TO AN ELIGIBLE PARTICIPANT FROM HIS VESTED INTEREST IN HIS ACCOUNT AS SOON AS REASONABLY PRACTICABLE FOLLOWING THE DATE THE PARTICIPANT S APPLICATION FOR DISTRIBUTION IS RECEIVED BY THE ADMINISTRATOR. (a) REQUIRED COMMENCEMENT OF DISTRIBUTION - If a Participant does not elect to receive benefits as of an earlier date, as permitted under the Plan, distribution of a Participant's Account shall begin as of the Participant's Required Beginning Date. (b) [ ] POSTPONED DISTRIBUTIONS - Check if the Plan was converted by plan amendment from another defined contribution plan that provided for the postponement of certain distributions from the Plan to eligible Participants and the Employer wants to continue to administer the Plan using the postponed distribution provisions. Please complete the Postponed Distribution Addendum to the Adoption Agreement indicating the types of distributions that are subject to postponement and the period of postponement. NOTE: An Employer may not provide for postponement of distribution to a Participant beyond the 60th day following the close of the Plan Year in which (1) the Participant attains Normal Retirement Age under the Plan, (2) the Participant's 10th anniversary of participation in the Plan occurs, or (3) the Participant's employment terminates, whichever is latest. 1.21 TOP HEAVY STATUS (a) THE PLAN SHALL BE SUBJECT TO THE TOP-HEAVY PLAN REQUIREMENTS OF ARTICLE 15 (check one): (1) [ ] for each Plan Year, whether or not the Plan is a "top-heavy plan" as defined in Subsection 15.01(f). (2) [X] for each Plan Year, if any, for which the Plan is a "top-heavy plan" as defined in Subsection 15.01(f). (3) [ ] Not applicable. (CHOOSE ONLY IF PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 21
(b) IN DETERMINING WHETHER THE PLAN IS A "TOP-HEAVY PLAN" FOR AN EMPLOYER WITH AT LEAST ONE DEFINED BENEFIT PLAN, THE FOLLOWING ASSUMPTIONS SHALL APPLY: (1) [ ] Interest rate:______ % per annum. (2) [ ] Mortality table:__________. (3) [X] Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT OR (B) EMPLOYER DOES NOT MAINTAIN AND HAS NOT MAINTAINED ANY DEFINED BENEFIT PLAN DURING THE FIVE-YEAR PERIOD ENDING ON THE APPLICABLE "DETERMINATION DATE", AS DEFINED IN SUBSECTION 15.01(a).) (c) IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR, EACH NON-KEY EMPLOYEE SHALL RECEIVE AN EMPLOYER CONTRIBUTION OF AT LEAST 3 (3, 4, 5, OR 7 1/2)% OF COMPENSATION FOR THE PLAN YEAR IN ACCORDANCE WITH SECTION 15.03. THE MINIMUM EMPLOYER CONTRIBUTION PROVIDED IN THIS SUBSECTION 1.21(C) SHALL BE MADE UNDER THIS PLAN ONLY IF THE PARTICIPANT IS NOT ENTITLED TO SUCH CONTRIBUTION UNDER ANOTHER QUALIFIED PLAN OF THE EMPLOYER, UNLESS THE EMPLOYER ELECTS OTHERWISE BELOW: (1) [X] The minimum Employer Contribution shall be paid under this Plan in any event. (2) [ ] Another method of satisfying the requirements of Code Section 416. Please complete the 416 Contribution Addendum to the Adoption Agreement describing the way in which the minimum contribution requirements will be satisfied in the event the Plan is or is treated as a "top-heavy plan". (3) [ ] Not applicable. (CHOOSE ONLY IF PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) NOTE: The minimum Employer contribution may be less than the percentage indicated in Subsection 1.21(c) above to the extent provided in Section 15.03. (d) IF THE PLAN IS OR IS TREATED AS A "TOP-HEAVY PLAN" FOR A PLAN YEAR, THE FOLLOWING VESTING SCHEDULE SHALL APPLY INSTEAD OF THE SCHEDULE(S) ELECTED IN SUBSECTION 1.15(b) FOR SUCH PLAN YEAR AND EACH PLAN YEAR THEREAFTER (check one): (1) [ ] Not applicable. (CHOOSE ONLY IF EITHER (A) PLAN PROVIDES FOR NONELECTIVE EMPLOYER CONTRIBUTIONS AND THE SCHEDULE ELECTED IN SUBSECTION 1.15(b)(1) IS AT LEAST AS FAVORABLE IN ALL CASES AS THE SCHEDULES AVAILABLE BELOW OR (B) PLAN COVERS ONLY EMPLOYEES SUBJECT TO A COLLECTIVE BARGAINING AGREEMENT.) (2) [ ] 100% vested after_______(NOT IN EXCESS OF 3) years of Vesting Service. (3) [X] Graded vesting: Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 22
================================================ YEARS OF VESTING SERVICE VESTING MUST BE PERCENTAGE AT LEAST - ------------------------------------------------ 0 0% 0% - ------------------------------------------------ 1 34% 0% - ------------------------------------------------ 2 67% 20% - ------------------------------------------------ 3 100% 40% - ------------------------------------------------ 4 100% 60% - ------------------------------------------------ 5 100% 80% - ------------------------------------------------ 6 or more 100% 100% ================================================ NOTE: If the Plan provides for Nonelective Employer Contributions and the schedule elected in Subsection 1.15(b)(1) is more favorable in all cases than the schedule elected in Subsection 1.21(d) above, then the schedule in Subsection 1.15(b)(1) shall continue to apply even in Plan Years in which the Plan is a "top-heavy plan". 1.22 CORRECTION TO MEET 415 REQUIREMENTS UNDER MULTIPLE DEFINED CONTRIBUTION PLANS If the Employer maintains other defined contribution plans, annual additions to a Participant's Account shall be limited as provided in Section 6.12 of the Plan to meet the requirements of Code Section 415, unless the Employer elects otherwise below and completes the 415 Correction Addendum describing the order in which annual additions shall be limited among the plans. (a) [ ] OTHER ORDER FOR LIMITING ANNUAL ADDITIONS 1.23 INVESTMENT DIRECTION INVESTMENT DIRECTIONS - Participant Accounts shall be invested (check one): (a) [ ] in accordance with the investment directions provided to the Trustee by the Employer for allocating all Participant Accounts among the Options listed in the Service Agreement. (b) [X] in accordance with the investment directions provided to the Trustee by each Participant for allocating his entire Account among the Options listed in the Service Agreement. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 23
(c) [ ] in accordance with the investment directions provided to the Trustee by each Participant for all contribution sources in his Account, except that the following sources shall be invested in accordance with the investment directions provided by the Employer (check (1) and/or (2)): (1) [ ] Nonelective Employer Contributions (2) [ ] Matching Employer Contributions The Employer must direct the applicable sources among the same investment options made available for Participant directed sources listed in the Service Agreement. 1.24 RELIANCE ON OPINION LETTER An adopting Employer may rely on the opinion letter issued by the Internal Revenue Service as evidence that this Plan is qualified under Code Section 401 only to the extent provided in Announcement 2001-77, 2001-30 I.R.B. The Employer may not rely on the opinion letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the opinion letter issued with respect to this Plan and in Announcement 2001-77. In order to have reliance in such circumstances or with respect to such qualification requirements, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. Failure to fill out the Adoption Agreement properly may result in disqualification of the Plan. This Adoption Agreement may be used only in conjunction with Fidelity Basic Plan Document No. 02. The Prototype Sponsor shall inform the adopting Employer of any amendments made to the Plan or of the discontinuance or abandonment of the prototype plan document. 1.25 PROTOTYPE INFORMATION: Name of Prototype Sponsor: Fidelity Management & Research Company Address of Prototype Sponsor: 82 Devonshire Street Boston, MA 02109 Questions regarding this prototype document may be directed to the following telephone number: 1-800-343-9184. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 24
EXECUTION PAGE (FIDELITY'S COPY) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this ___________________ day of _______________________________, _________________. Employer: ____________________________________ By: ____________________________________ Title: ____________________________________ Employer: ____________________________________ By: ____________________________________ Title: ____________________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: _________________________________ Date:________________________ Title: _________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 25
EXECUTION PAGE (EMPLOYER'S COPY) IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this ___________________ day of _______________________________, _________________. Employer: ____________________________________ By: ____________________________________ Title: ____________________________________ Employer: ____________________________________ By: ____________________________________ Title: ____________________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: _________________________________ Date:________________________ Title: _________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 26
AMENDMENT EXECUTION PAGE This page is to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to this execution page. The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below: - -------------------------------------------------------------------------------------------- Section Amended Page Effective Date - -------------------------------------------------------------------------------------------- ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this ___________________ day of _______________________________, _________________. Employer: ____________________________ Employer: _____________________________ By: ____________________________ By: _____________________________ Title: ____________________________ Title: _____________________________ Accepted by: Fidelity Management Trust Company, as Trustee By: _________________________________ Date:________________________ Title: _________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 27
ADDENDUM RE: SPECIAL EFFECTIVE DATES FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) [ ] SPECIAL EFFECTIVE DATES FOR OTHER PROVISIONS - The following provisions (e.g., new eligibility requirements, new contribution formula, etc.) shall be effective as of the dates specified herein: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ (b) [ ] PLAN MERGER EFFECTIVE DATES - The following plan(s) were merged into the Plan after the Effective Date indicated in Subsection 1.01(g)(1) or (2), as applicable. The provisions of the Plan are effective with respect to the merged plan(s) as of the date(s) indicated below: (1) Name of merged plan:_________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective Date:______________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 28
(2) Name of merged plan:_________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date:______________________________________ (3) Name of merged plan:_________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date:______________________________________ (4) Name of merged plan:_________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date: (5) Name of merged plan:_________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Effective date:______________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 29
ADDENDUM RE: SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) SAFE HARBOR MATCHING EMPLOYER CONTRIBUTION FORMULA NOTE: Matching Employer Contributions made under this Option must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59 1/2, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan. (1) [ ] 100% of the first 3% of the Active Participant's Compensation contributed to the Plan and 50% of the next 2% of the Active Participant's Compensation contributed to the Plan. (A) [ ] Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees. NOTE: If the Employer selects this formula and does not elect Option 1.10(b), Additional Matching Employer Contributions, Matching Employer Contributions will automatically meet the safe harbor contribution requirements for deemed satisfaction of the "ACP" test. (Employee Contributions must still be tested.) (2) [ ] Other Enhanced Match: _________% of the first_________% of the Active Participant's Compensation contributed to the plan, _________% of the next_________% of the Active Participant's Compensation contributed to the plan, _________% of the next_________% of the Active Participant's Compensation contributed to the plan. NOTE: To satisfy the safe harbor contribution requirement for the "ADP" test, the percentages specified above for Matching Employer Contributions may not increase as the percentage of Compensation contributed increases, and the aggregate amount of Matching Employer Contributions at such rates must at least equal the aggregate amount of Matching Employer Contributions which would be made under the percentages described in (a)(1) of this Addendum. (A) [ ] Safe harbor Matching Employer Contributions shall not be made on behalf of Highly Compensated Employees. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 30
(B) [ ] The formula specified above is also intended to satisfy the safe harbor contribution requirement for deemed satisfaction of the "ACP" test with respect to Matching Employer Contributions. (Employee Contributions must still be tested.) NOTE: To satisfy the safe harbor contribution requirement for the "ACP" test, the Deferral Contributions and/or Employee Contributions matched cannot exceed 6% of a Participant's Compensation. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 31
ADDENDUM RE: SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) SAFE HARBOR NONELECTIVE EMPLOYER CONTRIBUTION ELECTION (1) [ ] For each Plan Year, the Employer shall contribute for each eligible Active Participant an amount equal to__________% (NOT LESS THAN 3% NOR MORE THAN 15%) of such Active Participant s Compensation. (2) [ ] The Employer may decide each Plan Year whether to amend the Plan by electing and completing (A) below to provide for a contribution on behalf of each eligible Active Participant in an amount equal to at least 3% of such Active Participant s Compensation. NOTE: An Employer that has selected Subsection (a)(2) above must amend the Plan by electing (A) below and completing the Amendment Execution Page no later than 30 days prior to the end of each Plan Year for which safe harbor Nonelective Employer Contributions are being made. (A) [ ] For the Plan Year beginning _________, the Employer shall contribute for each eligible Active Participant an amount equal to % (not less than 3% nor more than 15%) of such Active Participant s Compensation. NOTE: Safe harbor Nonelective Employer Contributions must be 100% vested when made and may only be distributed because of death, disability, separation from service, age 59 1/2, or termination of the Plan without the establishment of a successor plan. In addition, each Plan Year, the Employer must provide written notice to all Active Participants of their rights and obligations under the Plan. (b) [ ] Safe harbor Nonelective Employer Contributions shall not be made on behalf of Highly Compensated Employees. (c) [ ] In conjunction with its election of the safe harbor described above, the Employer has elected to make Matching Employer Contributions under Subsection 1.10 that are intended to meet the requirements for deemed satisfaction of the ACP test with respect to Matching Employer Contributions. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 32
ADDENDUM RE: PROTECTED IN-SERVICE WITHDRAWALS FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) RESTRICTIONS ON IN-SERVICE WITHDRAWALS OF AMOUNTS HELD FOR SPECIFIED PERIOD - The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(1)(A) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (b) RESTRICTIONS ON IN-SERVICE WITHDRAWALS BECAUSE OF PARTICIPATION IN PLAN FOR 60 OR MORE MONTHS - The following restrictions apply to in-service withdrawals made in accordance with Subsection 1.18(d)(1)(B) (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (c) [ ] OTHER IN-SERVICE HARDSHIP WITHDRAWAL PROVISIONS - In- service hardship withdrawals are permitted from a Participant s Deferral Contributions Account and the other sub-accounts specified below, subject to the conditions otherwise applicable to hardship withdrawals from a Participant s Deferral Contributions Account: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 33
(d) [ ] OTHER IN-SERVICE WITHDRAWAL PROVISIONS - In-service withdrawals from a Participant's Accounts specified below shall be available to Participants who satisfy the requirements also specified below: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ (1) [ ] The following restrictions apply to a Participant's Account following an in-service withdrawal made pursuant to (d) above (CANNOT INCLUDE ANY MANDATORY SUSPENSION OF CONTRIBUTIONS RESTRICTION): _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 34
ADDENDUM RE: FORMS OF PAYMENT FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) The following optional forms of annuity will continue to be offered under the Plan: __________________________________________________________ (b) The forms of payment described in Section 1.19(b), (c) and/or (d) apply to the following class(es) of Participants: __________________________________________________________ NOTE: Please indicate if different classes of Participants are subject to different forms of payment. (c) The following forms of payment were previously available under the Plan but will be eliminated as of the date specified in subsection (4) below (check the applicable (box(es) and complete (4)): (1) [ ] INSTALLMENT PAYMENTS. (2) [ ] ANNUITIES. (A) [ ] The normal form of payment under the Plan was a lump sum and all optional annuity forms of payment not listed under Section 1.19(c)(2)(A)(i) are eliminated. The eliminated forms of payment include the following: (B) [ ] The normal form of payment under the Plan was a life annuity and all annuity forms of payment not listed under Section 1.19(c)(2)(B) are eliminated. (COMPLETE (i) AND (ii) AND, IF APPLICABLE, (iii).) (i) The normal form for married Participants was a qualified joint and _____ % (AT LEAST 50%) survivor annuity. The normal form for unmarried Participants was a single life annuity, unless a different form is specified below: __________________________ (ii) The qualified preretirement survivor annuity provided to a Participant's spouse was purchased with ____ (AT LEAST 50%) of the Participant's Account. (iii) The other annuity form(s) of payment previously available under the Plan included the following: __________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 35
(3) [ ] OTHER NON-ANNUITY FORMS OF PAYMENT. All other non-annuity forms of payment that are not listed in Section 1.19(d) but that were previously available under the Plan are eliminated. The eliminated non-annuity forms of payment include the following: ________________________________________ (4) The form(s) of payment described in this Subsection (c) will not be offered to Participants who have an Annuity Starting Date which occurs on or after ________(CANNOT BE EARLIER THAN SEPTEMBER 6, 2000). Notwithstanding the date entered above, the forms of payment described in this Subsection (c) will continue to be offered to Participants who have an Annuity Starting Date that occurs (1) within 90 days following the date the Employer provides affected Participants with a summary that satisfies the requirements of 29 CFR 2520.104b-3 and that notifies them of the elimination of the applicable form(s) of payment, but (2) no later than the first day of the second Plan Year following the Plan Year in which the amendment eliminating the applicable form(s) of payment is adopted. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 36
ADDENDUM RE: VESTING SCHEDULE FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) MORE FAVORABLE VESTING SCHEDULE (1) The following vesting schedule applies to the class of Participants described in (a)(2) below: _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ _____________________________________________________ (2) The vesting schedule specified in (a)(1) above applies to the following class of Participants: _______________________________________________ (b) [ ] ADDITIONAL VESTING SCHEDULE (1) The following vesting schedule applies to the class of Participants described in (b)(2) below: _____________________________________________________ _____________________________________________________ _____________________________________________________ (2) The vesting schedule specified in (b)(1) above applies to the following class of Participants: _____________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 37
ADDENDUM RE: POSTPONED DISTRIBUTIONS FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan POSTPONEMENT OF CERTAIN DISTRIBUTIONS TO ELIGIBLE PARTICIPANTS - The types of distributions specified below to eligible Participants of their vested interests in their Accounts shall be postponed for the period also specified below: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Notwithstanding the foregoing, if the Employer selected an Early Retirement Age in Subsection 1.14(b) that is the later of an attained age or completion of a specified number of years of Vesting Service, any Participant who terminates employment on or after completing the required number of years of Vesting Service, but before attaining the required age shall be eligible to commence distribution of his vested interest in his Account upon attaining the required age. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 38
ADDENDUM RE: 415 CORRECTION FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) OTHER FORMULA FOR LIMITING ANNUAL ADDITIONS TO MEET 415 - If the Employer, or any employer required to be aggregated with the Employer under Code Section 415, maintains any other qualified defined contribution plans or any "welfare benefit fund", "individual medical account", or "simplified medical account", annual additions to such plans shall be limited as follows to meet the requirements of Code Section 415: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 39
ADDENDUM RE: 416 CONTRIBUTION FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan (a) OTHER METHOD OF SATISFYING THE REQUIREMENTS OF 416 - If the Employer, or any employer required to be aggregated with the Employer under Code Section 416, maintains any other qualified defined contribution or defined benefit plans, the minimum benefit requirements of Code Section 416 shall be satisfied as follows: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 40
SNAP OFF ADDENDUM RE: EFFECTIVE DATES FOR GUST COMPLIANCE FOR PLAN NAME: Amkor Technology, Inc., 401(K) Plan Notwithstanding any other provision of the Plan to the contrary, to comply with changes required by the Retirement Protection Act of 1994 ("GATT"), the Uniformed Services Employment and Reemployment Rights Act of 1994 ("USERRA"), the Small Business Job Protection Act of 1996 ("SBJPA"), the Taxpayer Relief Act of 1997 ("TRA '97") and the Internal Revenue Service Restructuring and Reform Act of 1998 (collectively, "GUST"), the following provisions shall apply effective as of the dates set forth below: (a) THE FOLLOWING ELECTIONS WERE IN EFFECT FOR PLAN YEARS BEGINNING ON OR AFTER JANUARY 1, 1997 AND ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2): (1) HCE DETERMINATIONS HISTORY - The Plan was operated in accordance with the provisions of Subsections 1.06(a) and 1.06(b), unless otherwise provided below. (A) [ ] HCE DETERMINATIONS: LOOK BACK YEAR ELECTIONS - For the following Plan Year(s), the Plan was operated in accordance with a different look back year election as provided below: (B) [ ] HCE DETERMINATIONS: TOP PAID GROUP ELECTIONS - For the following Plan Year(s), the Plan was operated in accordance with a different top paid group election as provided below: (2) ADP/ACP TESTING METHODS HISTORY - The Plan was operated using the testing method shown in Subsection 1.06(a), unless otherwise provided below. (A) [ ] For the following Plan Years, the Plan was operated in accordance with a different method as provided below: ___________________________________ ___________________________________ (3) FIRST YEAR TESTING METHOD - If the first Plan Year that the Plan, other than a successor plan, permitted Deferral Contributions or provided for either Employee or Matching Employer Contributions, occurred on or after January 1, 1997 but prior to the Effective Date specified in Subsection 1.01(g)(2), the ADP and/or ACP test for such first Plan Year was applied using the actual ADP and/or ACP of Non-Highly Compensated Employees for such first Plan Year, unless otherwise provided below. (A) [ ] The ADP and/or ACP test for the first Plan Year that the Plan permitted Deferral Contributions or provided for either Employee or Matching Employer Contributions was applied assuming a 3% ADP and/or ACP for Non-Highly Compensated Employees. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 41
(b) THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING DATES, EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE SUBSECTION(S) (A): (1) The definition of "Required Beginning Date" in Subsection 2.01(ss) is effective January 1, 1997. (A) [ ] Later effective date applicable to the definition of Required Beginning Date in Subsection 2.01(ss):_____________ (CANNOT BE LATER THAN THE JANUARY 1 FOLLOWING THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (2) The elimination of all family aggregation rules is effective for Plan Years beginning on or after January 1, 1997. (A) [ ] Later effective date applicable to elimination of family aggregation rules:__________ (CANNOT BE LATER THAN THE FIRST DAY OF THE PLAN YEAR IN WHICH THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2) OCCURS). (3) The inclusion in Compensation for purposes of Code Section 415 of amounts excluded from gross income under a salary reduction agreement by reason of the application of Code Sections 125, 402(e)(3), 402(h), or 403(b), as provided in Subsection 6.12(d), is effective for Limitation Years beginning on or after January 1, 1998. (A) [ ] Later effective date applies to modification of definition of Compensation for Code Section 415 purposes:_________ (CANNOT BE LATER THAN THE FIRST DAY OF THE LIMITATION YEAR IN WHICH THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2) OCCURS). (4) The increase in the cash out limitation from $3,500 to $5,000 is effective the first day of the first Plan Year beginning after August 5, 1997. (A) [ ] Later effective date applies to increase in cash out limitation:___________(CANNOT BE LATER THAN THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (5) The elimination of the "look back" requirement for mandatory cashouts with respect to Participants whose Accounts are not subject to the requirements of Section 14.04 shall be effective with respect to distributions made on or after March 22, 1999. (A) [ ] Later effective date applies to elimination of look back requirement for mandatory cashouts: _____________(CANNOT BE LATER THAN THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). (6) The exclusion from the definition of eligible rollover distribution in Subsection 13.04(c) of hardship withdrawals of Deferral Contributions made in accordance with the provisions of Section 10.05 or the Protected In-Service Withdrawal Addendum to the Adoption Agreement is effective for distributions made on or after January 1, 1999. (A) [ ] Later effective date applies to rollover treatment of hardship withdrawals of Deferral Contributions:____________ (CANNOT BE LATER THAN THE EARLIER OF JANUARY 1, 2000 OR THE DATE SPECIFIED IN SUBSECTION 1.01(g)(2)). Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 42
(c) THE FOLLOWING PROVISIONS ARE EFFECTIVE AS OF THE FOLLOWING DATES: (1) The inclusion in Compensation of amounts excluded from gross income under a salary reduction agreement by reason of the application of Code Sections 132(f)(4) (the 132(f) Amendment ), as provided in Subsections 2.01(s) and 2.01(z) and Sections 5.02 and 15.03 is effective for Plan Years beginning on or after January 1, 2001, or, if earlier, the first day of the Plan Year in which the Plan has been operated in accordance with the 132(f) Amendment, but, in no case earlier than the first Plan Year beginning on or after January 1, 1998. The 132(f) Amendment, as provided in Subsection 6.12(d) is effective for Limitation Years beginning on or after January 1, 2001, or, if earlier, the first day of the Limitation Year in which the Plan has been operated in accordance with the 132(f) Amendment, but, in no case earlier than the first Limitation Year beginning on or after January 1, 1998. (2) The definition of "Highly Compensated Employee" in Subsection 2.01(z) is effective for Plan Years beginning on or after January 1, 1997. (3) The definition of "Leased Employee" in Subsection 2.01(cc) is effective for Plan Years beginning on or after January 1, 1997. (4) The change in the "maximum permissible amount", as defined in Subsection 6.01(r), to $30,000 adjusted for cost of living increases, is effective for Limitation Years beginning on or after January 1, 1995. (5) The rules for applying the ADP test, described in Section 6.03, and the ACP test, described in Section 6.06 are effective for Plan Years beginning on or after January 1, 1997. (6) The rules for allocating and distributing excess contributions , as provided in Section 6.04, and the rules for allocation, distribution and forfeiture of excess aggregate contributions , as provided in Section 6.07 are effective for Plan Years beginning on or after January 1, 1997. (7) The 4% limitation on discretionary matching employer contributions in the event the Plan is intended to satisfy the safe harbor contribution requirements under the Code such that the ADP test (and, if applicable, the ACP test) is deemed satisfied is effective only for Plan Years beginning on or after January 1, 2000. (8) The provisions of Section 18.03, regarding the Code Section 401(a)(13)(C) and (D) exceptions to the nonalienability of benefits rules, apply to judgments, orders, and decrees issued and settlement agreements entered into on or after August 5, 1997. (9) The provisions of Section 18.07, regarding veterans reemployment rights, are effective December 12, 1994. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 43
(d) FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(G)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE RELATED TO GUST SHALL APPLY IN ACCORDANCE WITH THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT, EXCEPT AS OTHERWISE PROVIDED BELOW: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ (e) FOR PLAN YEARS ENDING BEFORE THE DATE SPECIFIED IN SUBSECTION 1.01(G)(2), THE PROVISIONS OF THIS AMENDMENT AND RESTATEMENT THAT ARE RELATED TO GUST SHALL APPLY TO ALL PLANS MERGED INTO THE PLAN DURING THE PERIOD COVERED BY THIS ADDENDUM EXCEPT TO THE EXTENT ANY SUCH MERGED PLAN IS AMENDED TO PROVIDE OTHERWISE OR AS PROVIDED BELOW: ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ ______________________________________________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 44
THE CORPORATEPLAN FOR RETIREMENT(SM) (PROFIT SHARING/401(K) PLAN) ADDENDUM TO ADOPTION AGREEMENT FIDELITY BASIC PLAN DOCUMENT No. 02 RE: ECONOMIC GROWTH AND TAX RELIEF RECONCILIATION ACT OF 2001 ( EGTRRA ) AMENDMENTS FOR PLAN NAME: AMKOR TECHNOLOGY, INC., 401(K) PLAN PREAMBLE ADOPTION AND EFFECTIVE DATE OF AMENDMENT. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided below, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001. SUPERSESSION OF INCONSISTENT PROVISIONS. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment. (a) CATCH-UP CONTRIBUTIONS. The Employer must select either (1) or (2) below to indicate whether eligible Participants age 50 or older by the end of a calendar year will be permitted to make catch-up contributions to the Plan, as described in Section 5.03(b)(1): (1) [X] Catch-up contributions shall apply effective January 1, 2002, unless a later effective date is specified herein, (2) [ ] Catch-up contributions shall not apply. NOTE: The Employer must NOT select (a)(1) above unless all plans of all employers treated, with the Employer, as a single employer under subsections (b), (c), (m), or (o) of Code Section 414 also permit catch up contributions (except a plan maintained by the Employer that is qualified under Puerto Rico law), as provided in Code Section 414(v)(4) and IRS guidance issued thereunder. The effective date applicable to catch-up contributions must likewise be consistent among all plans described immediately above, to the extent required in Code Section 414(v)(4) and IRS guidance issued thereunder. (b) PLAN LIMIT ON ELECTIVE DEFERRAL FOR PLANS PERMITTING CATCH-UP CONTRIBUTIONS. This Section (b) is inapplicable if the Plan converted to this Fidelity document from any other document effective after April 1, 2002. For Plans that permit catch-up contributions beginning on or before April 1, 2002, pursuant to (a)(1) above, the 60% Plan Limit described in Section 5.03(b)(2) shall apply beginning April 1, 2002, unless (b)(1) or (b)(2) is selected below. For Plans that permit catch up contributions beginning after April 1, 2002, pursuant to (a)(1) above, the Plan Limit set out in Section 1.07(a)(1) shall continue to apply unless and until the Employer's election in (b)(2) below, if any, provides for a change in the Plan Limit. (1) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to apply on and after April 1, 2002. (2) [ ] The Plan Limit set out in Section 1.07(a)(1) shall continue to apply until __________(cannot be before April 1, 2002), and the Plan Limit after that date shall be __________% of Compensation each payroll period. Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 1
(c) MATCHING EMPLOYER CONTRIBUTIONS ON CATCH-UP CONTRIBUTIONS. The Employer must select the box below only if the Employer selected (a)(1) above, and the Employer wants to provide Matching Employer Contributions on catch-up contributions. In that event, the same rules that apply to Matching Employer Contributions on Deferral Contributions other than catch-up contributions will apply to Matching Employer Contributions on catch-up contributions. [ ] Notwithstanding anything in 2.01(l) to the contrary, Matching Employer Contributions under Section 1.10 shall apply to catch-up contributions described in Section 5.03(b)(1). (d) VESTING OF MATCHING EMPLOYER CONTRIBUTIONS. Complete this section (d) only if the vesting schedule for Matching Employer Contributions under the Plan must be amended to comply with EGTRRA. This is the case if, in the absence of an amendment, the vesting schedule for Matching Employer Contributions would not be at least as rapid as Three-Year Cliff or Six-Year Graded Vesting, effective for Participants with at least one Hour of Service on or after the first Plan Year beginning after December 31, 2001, subject to the rule described in (2) below. Complete (d)(1) to specify the new vesting schedule; any vesting schedule changes must conform to the requirements of Section 16.04 of the Plan. Only complete (d)(2) if your Plan is maintained pursuant to a collective bargaining agreement ratified by June 7, 2001. Complete (d)(3) if the Employer wants to apply the vesting schedule selected in (d)(1) to only the portion of a Participant s accrued benefits derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001. (1) VESTING SCHEDULE FOR MATCHING EMPLOYER CONTRIBUTIONS. Unless the Employer checks the box in (d)(3) of this EGTRRA Amendments Addendum, the Vesting Schedule set forth below shall apply to all accrued benefits derived from Matching Employer Contributions for Participants who complete an Hour of Service under the Plan in a Plan Year beginning after December 31, 2001, regardless of the Plan Year for which such contributions are made, subject to the Employer s election of a later effective date as indicated in (d)(2) below: [ ] 100% Vesting immediately [ ] 3-Year Cliff (see C below) [ ] 6-Year Graded (see E below) [ ] Other Vesting Schedule (complete G3 below, but must be at least as favorable as either C or E) APPLICABLE VESTING SCHEDULE - ------------------------------------------------------------- YEARS OF VESTING SERVICE C E G3 - ------------------------------------------------------------- 0 0% 0% -% - ----------------------------------------------------------- 1 0% 0% -% - ----------------------------------------------------------- 2 0% 20% -% - ----------------------------------------------------------- 3 100% 40% -% - ----------------------------------------------------------- 4 100% 60% -% - ----------------------------------------------------------- 5 100% 80% -% - ----------------------------------------------------------- 6 or more 100% 100% 100% Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 2
(2) DELAYED EFFECTIVE DATE FOR PLANS SUBJECT TO COLLECTIVE BARGAINING. If the plan is maintained pursuant to one or more collective bargaining agreements ratified by June 7, 2001, the effective date for faster vesting of Matching Employer Contributions for Participants covered by such a collective bargaining agreement can be delayed by checking the box below and inserting the effective date, which is the first day of the first Plan Year beginning on or after the earlier of (i) January 1,2006, or (ii) the later of the date on which the last of the collective bargaining agreements described above terminates (without regard to any extension on or after June 7, 2001), or January 1, 2002. [ ] The vesting schedule elected by the Employer in (d)(1) above shall apply to those Participants covered by a collective bargaining agreement(s) ratified by June 7, 2001, who have at least one Hour of Service on or after _________ . Unless the Employer selects the box in (d)(3) below, the vesting schedule selected in (d)(1) above shall apply to the entire accrued benefit derived from Matching Employer Contributions of such Participants with an Hour of Service in a Plan Year beginning on or after the date specified herein. For all other Participants, the vesting schedule shall apply as of the date and in the manner described in (d)(1) and, where applicable, (d)(3). (3) GRANDFATHERED APPLICATION OF PRIOR VESTING SCHEDULE. The Employer must check the box below only if the Employer wants to grandfather an existing vesting schedule and apply the vesting schedule that the Employer selected in (d)(1) above to only that portion of a Participant s accrued benefit derived from Matching Employer Contributions for Plan Years beginning after December 31, 2001, (and/or for Plan Years beginning on or after the date specified in (d)(2), for any Participants subject to (d)(2), if selected by the Employer). [ ] The Vesting Schedule in (d)(1) above shall apply only to the portion of a Participant s accrued benefits derived from Matching Employer Contributions under the Plan in a Plan Year beginning after December 31, 2001, or such later date applicable to the Participant if specified in (d)(2) above. (e) ROLLOVERS OF AFTER-TAX EMPLOYEE CONTRIBUTIONS TO THE PLAN. The Employer must mark the box below only if the Employer does not want the Plan to accept Participant Rollover Contributions of qualified plan after-tax employee contributions, as described in Section 5.06, which would otherwise be effective for distributions after December 31, 2001: [ ] Participant Rollover Contributions or direct rollovers of qualified plan after-tax employee contributions shall not be accepted by the Plan at any time. (f) APPLICATION OF THE SAME DESK RULE. The Employer must mark the box below only if the Employer wants to discontinue the application of the same desk rule set forth in Section 12.01(a). [X] Effective for distributions from the Plan after December 31, 2001, or such later date as specified herein 01/01/2002, a Participant s elective deferrals, qualified nonelective contributions and qualified matching contributions, if applicable, and earnings attributable to such amounts shall be distributable, upon a severance from employment as described in Section 12.01(b), effective only for severances occurring after ______ (or, if no date is entered, regardless of when the severance occurred). Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 3
AMENDMENT EXECUTION (FIDELITY'S COPY) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this _____ day of _____________________, _______________. EMPLOYER: ___________________________ EMPLOYER: ______________________________ By: ____________________________ By: _______________________________ Title: ____________________________ Title: _______________________________ ACCEPTED BY: Fidelity Management Trust Company, as Trustee By: ____________________________ Date: _______________________________ Title: ____________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 4
AMENDMENT EXECUTION (EMPLOYER'S COPY) IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed this _____ day of ________________, __________. EMPLOYER: ___________________________ EMPLOYER: ______________________________ By: ____________________________ By: _______________________________ Title: ____________________________ Title: _______________________________ ACCEPTED BY: Fidelity Management Trust Company, as Trustee By: ____________________________ Date: _______________________________ Title: ____________________________ Plan Number: 46674 The CORPORATEplan for Retirement(SM) Non-Std PS Plan 12/05/2001 (C) 2001 FMR Corp. All rights reserved. 5
EXHIBIT 5.1 April 17, 2003 Amkor Technology, Inc. 1345 Enterprise Drive West Chester, PA 19380 Re: Registration Statement on Form S-8/Amkor Technology, Inc. 401K Plan and Amkor Technology, Inc. Employee Stock Purchase Plan Ladies and Gentlemen: At your request, we are rendering this opinion in connection with the proposed issuance of an aggregate of 1,500,000 shares of common stock (the "Common Stock") of Amkor Technology, Inc., a Delaware corporation (the "Company"), pursuant to the Amkor Technology, Inc. 401K Plan (the "401K Plan") and the Amkor Technology, Inc. Employee Stock Purchase Plan (together with the 401K Plan, the "Plans"). We have examined instruments, documents, and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed. Based on such examination, we are of the opinion that the 1,500,000 shares of Common Stock to be issued by the Company pursuant to the Plans after the filing of this Registration Statement on Form S-8 (the "Registration Statement") are validly authorized shares of Common Stock and, when issued in accordance with the provisions of the Plans, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement. In giving such consent, we do not consider that we are "experts" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. Very truly yours, /s/ Wilson Sonsini Goodrich & Rosati WILSON SONSINI GOODRICH & ROSATI, Professional Corporation
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 29, 2003, except for the information in Note 7 describing the transaction involving the Company's wafer fabrication business, for which the date is February 28, 2003 and the sale of the Company's investment in ASI for which the date is March 24, 2003, relating to the financial statements and financial statement schedule, which appears in the Company's Annual Report on a Form 10-K for the year ended December 31, 2002. /s/ Pricewaterhousecoopers LLP PRICEWATERHOUSECOOPERS LLP Philadelphia, Pennsylvania April 15, 2003
EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Amkor Technology, Inc. of our report dated January 15, 2003 relating to the financial statements of Amkor Technology Philippines, Inc. (formerly Amkor Technology Philippines (P1/P2), Inc.) which appears in the Company's Annual Report of Form 10-K for the year ended December 31, 2002. /s/ Sycip Gorres Velayo & Co. SYCIP GORRES VELAYO & CO. Makati City, Philippines April 15, 2003
EXHIBIT 23.3 [INTENTIONALLY OMITTED]
EXHIBIT 23.4 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Amkor Technology, Inc. of our report dated January 17, 2003, except for Note 21, which is as of January 27, 2003, relating to the consolidated financial statements of Anam Semiconductor, Inc. and its subsidiary which appears in the Current Report on Form 8-K filed March 27, 2003. /s/ Samil Accounting Corporation SAMIL ACCOUNTING CORPORATION Seoul, Korea April 15, 2003