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HomeMy WebLinkAbout3041_CCv0001.pdf RESOLUTION NO. 3041 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDLANDS APPROVING AN EMPLOYEES ' DEFERRED COMPENSATION PLAN AND AUTHORIZING ITS IM- PLEMENTATION PURSUANT TO THE INTERNATIONAL CITY MANAGERS ' ASSOCI- ATION RETIREMENT CORPORATION WHEREAS, the city has in its employ the City Manager and other members of the International City Managers ' Association (I .C.M.A. ) ,- WHEREAS, the city has considered the establishment of a Deferred Compensation Plan for the members of the International City Managers ' Association, made available to the city and to I.C.M.A. members by the I.C.M.A. Retirement Corporation; WHEREAS, the city recognizes that the tax advantages of the said plan to I.C.M.A. members constitute a benefit to the city by allowing the city to offer an additional "fringe benefit" in recruiting and retaining qualified personnel in its employment at no cost or charge to the city, NOW, THEREFORE, IT IS RESOLVED that the city establish the said Deferred Compensation Plan for I.C.M.A, members, and, for this purpose, agree to the following for each I .C.M.A. member who desires to participate in the Deferred Compensation Plan: 1 . The Trust Agreement with the International City Managers ' Association Retirement Corporation, attached hereto as Appendix A; and 2. The Deferred Compensation Employment Agreement, attached hereto as Appendix B . ADOPTED, SIGNED AND APPROVED this 17th day of April, 1973 . J-1 V ATTEST: j7 : rand%Vip'��yb—&f the Ci 0 �bed r L aak�Ll OLII/ CiyVdIerk APPROVED AS TO FORM AND CONTENT: City Attorney(1 INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION IRIJST A6REEh-IEN_I. between Employer and THE INTERNATIONAL CITY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION Trustee Daud as of 19 l AGREEMENT made by and bertweenthe CITY OF REDI ANDS, a municipal: corporation (hereinafter the"Employer"'and tfie International City Managemoint Association€retirement Corporation(hereinafter the"Trustee"or "Atitirament Corpw-atior3"),a tion-protit corporation organized and existing under the laws of the State of Delaware,for the purpose of imesfing and otherwise administering funds set $side by Employers in convection with Deferred Compensation Agreements with EmPtoyees- Thc Employer and _ _ - ,.._ (herein- after the"Ernoovee")have entered into or,agraerne,�it dated _ _ _,19 wherein the Employer has agreed to defer payment of a specified percentage of or amount from=the Employee`s total compensation,as"feta(compensation"is defined in said agreement untii the occurence�f certain events. In order that there be sufficient furxlx available to discharge,the foregoing contractual obligation,the Ensptover desires to set aside periodic amounts equal to the perpemtar of periodic convensation deferred. The funds sc VeT aside, together with a,,y and all investments thamto,sre to be excfus vett'within the dominion,control,and - ownership of the Erripitcyer and sub;ect to file Employer's absolute right of withdrawal,the Empiayee having no interest whatsoever €herein, Now therefore; this Agreement Wiv eneth that (a) the Employer has paid to the Trustee S to be placed in a deferred compensation account for the Employer;(b)the Trustee covenants that n will hold said sum,and any other funds wtsith it may receive hereunder,in trust for the uses and purposes and upon the terms and conditions hereinafter stated:and W the patties hereto agree a-follows: ARTICLE 1. General Duties of the Parties. Section 1.1. General Duty of the Employer. The Employer shalt make regular periodic payments equal,to the percentage of pr amount from the Employee's total periodic compensation which is deferred in accordance with the terms and conditions of the Deferred Oxnpensarion Employment Agreement dated 19.—,or with any subsequent modification thereof- Section 1,2. General Outes of the Trustsa- The Trustee shall hold at!funds received by it hereunder,which,tog"lie.with the income therefrom.,rhall constitute the Trust Fund-is$hall adminisler the Trust Frinil,collect the incomethen Ksf,artd make payments therefrorn.all as hereinafter provided-Tiv Trustee shalt aiso hoki ailiunds which are€ransferred to this Trust by the Employer from i existing deforred compensation arrangements witf;its ErnploVaas,Such funds shaii be sitbt", to all of the terms and provisions of tHs FI Agreement. ARTICLE It. Powers and Duties of the Trastee in Investment,Administration,and Disburesmem of the Trust fund. Section 2.1. Investment powers and[Duties of the Trustee.The Trustee shall have the power in its discretion to invest and reinvest the principal and income of the Trust Furid and keep the Trust Fund invested,without distinction between princivai and income,in 1 such securit*l W in other property,real or personal,whernver situafed,as the Trustee shall deem advi:.pbia,i"Ouding,but not limited t6, j stocks,common or preferred,botufs.retirement annuity pokier,mortga";aw other svkhenees of indebtedness or ownership,and in exfn6r'rk")n trust funds of apprcived financial or investment instii�rEir7ns,with such institutions acting as Trustee of such common trust funds. For these purposes,this Trust Fund maty be commingled with others established by the Trustee under this form of agi'aament j wilh nther Employers, in making such inveStMiEM s,thv Trustee shaft not he srrbj--Ct at any t=ine to any legal limitation ggvernir:g the f Inestment of such Beni!,. Section 2.2 Administrative Powers of the Trustee. The Trustee shall have power in its discretion-. I (s) To purrkrase,or subscribe for,wiv sec;uritias or other prdpertr enc To retain the some in trrsf- 1b1 To wit,sxcharw,convey,transfer or otherwise dispose of any wcurities or other property held by it,by private contract,or at public auction. No parson deakrig with the Trustee sh20 be bound to set:the apolifation of the Pwchwn rraoney,or to inquire imo the validity,expediancy,or Propriety of any such ssle or ether disposition. W To oti,wycin any stocks,bonds,or oti,,o seturif as;to give genera[or special proxies or powers of attor-set'with or without power Of sukrstitution;to axarcisc any convefsion privileges;subscription rights,or other options,and to make any payments i"identaf rhereto:to olitrose,or to consent to,urGltteewite psrticipate in,cTirporaie reorgxanizatsons or other changes affecting corporate sacuriides,and to delegate discretionary towers,and to pay anv arse omerifs or charges ie connection therewith.end gtneralfy to exercise any of the Sowers of an owner with reswt to sroekt,bonds,securities or other p,operty heed as part of tlsa Trust V und- td1 To cause any se^,- rit-es or other twvoertq frets!as part of the Trust Fund to be ragsstarad in its over;name,and to ho=c(any iryesiments in tsearer for----but the tsnoks aril racan±s df tfts:TrUstSe sial! t alt t+rnes show.ti•,s€a{i sadist irtVestments aro a part of the Truss Fund. (,,I To bairovi or raise money for The pirhpl.-.se of the Trust in wch smiciu,t,and been suzh terms arxf Wnditmnsi as the Trustee st'ali deem advisable;and.for amv sum w burror,Id,to issue its prnr^twc"nota in Trustee,and to secure the repayment I tnergof by ptec ging all,or any alert:of the Trvsi F orld No r"f1olr iP«ginq money to tow Trusted$hail be bound to see to the ap;dicatic,"of the money lent o-to ing.2,ls into validity,extasdiencv at s..voprasty of Wry such boreawing. 4f+ To losses such Easrtion e,3 ust tf e TrFund ire woh or gash hs{an?is as the Trustee,from ti rw to time,may dftm to be sn the best interests of the'reust t;rwmd rnifeby,o irhout€;ability for interest thereon. fg'I To accept and retab, for SuCh limo as h Marr<kVill arfviWrle env as.uritis of other property racL wed w irx uirod by it as Trustee hereunder,whether or not such seturitdei of other Property would normally be purchased as invtstrnurits har€ur Er. (hi To make, ex=crete, acknrrrvfetkwe and letiver any e;rd all docartiEPrts of tra,"far and cony-van,: and arty and all othsar inso untanrs that rnav be r"pessary of appropriate to navvy out the powars harain grarited, lie` Ta retire,iacim somite,or sutintit to arbitration airy daitra,debts,of damages clue or oesgng to or from the Trost Furaf,to � comm,mce or refsnd su#t_or iepai or adminttrardve i'ssrocer 3+`rigs,sre.to reprptrrNnt aha Trust Fund in sit suits mea iegai and ad" tgs inisfrat�va priecueefit . l II1 T-o eke al#such ado,take all sucn(grace€,;ittt)?,stir?exeresse 0 stach rights and ptivilegtra,eithough trot srrerolfieatdv rrientioriral harm, the Trustee rrwv doer*necessary to a3minisfer the Trust Furst atsd to tarry out the Purposes of this Trust- 1 Susan 1.3. ©esrr,txrtipm from the Truss Fund. The Emj3iaydt€ierslty apAof'}ts ttatt Trustee as its agent for purposes of se=eding the e>?eN�ei by+mels distributions train tire Tind ust fuwe to togmale,rsa�ski si ft»�rrposs+s of tnaititxg wch distribut ors,In this regard fila tssin< and z'UnditiUnS set tdrtkv in the, Agee trent datedIli— between the Emp"er end = Employee,antl cry sithsequent rriodif.watns the, are w gwde and control the Tm fie ss power. Sezticm, 2.4. Valuation of Trust Fund. At lest once a year as of Valuation Bates desfgnatsd by the Trustee,the Trustee shaii dcrennate the value of the Truer Fund.Assets of€ho Trust Fund shall be vatued at their marker values at the close of business on the Valuotion Date,or,in the absence of marshy wtartainaUif market vrAUes,at such values as the Tiusfxe shalt detarmint,in accordance with methods wnstst€rift'foliowert and uniformly applied. APPENDIX A ARTICLE 111. For Prelactlon of Trwrtw Section 3.1. Ewidw+os Of Acrian by Employer. The Trustee may rely upon any certificate,notice or direction purporting to have been signal on behalf of the Entp40yar which the Trustee believes to have been tigrd by a doly designated offlciol of the Employer.No communication shy!#be binding upon the Trust Furl or Trustee until it m rst:e€vod by the Tfusta�e- Section 3.2. Adricr of Courmsf. The Truttee may consult with MTV lige€ counsW with respect to the consttuction of this Agreement,its duties hweunder,w any act which it proposes to take of omit,and shah not be Iiab!v for any act taken m amittetl in good faith purswnt to such advice_ Section 3.3 itiseWlarwotn. The Trustee laud use ordinary care and reasonable dlii ieel",but"I not ba hoWn for any mistake of AidWriOnt or othat'action taken in good faith.The Trustee"I not he 40mWe for any lost$ermined by the Trop Furl by reason of any invettrrtent made in good faith Ord in accordance with the provisions of this Agteenwnt. The Trustee's duties and obhgarions shall be limited to those 6xilressly imposed upon it try this Agreement,notwithriyrsding any raforanne of the Plan_ ARTICLE W. Texas,E><putsry and Compernsclon of Tr stw Section 4.1_ Tams, The Trustee shall deduct from acrd chane against the Trutt Food any taxes on the Trust F ural or the income rhareof or which the Trustee it raquirod to pay with respect to the interest of any person therein. Section 4.2. Expamn. The Trustee shalt deduct from and Charge against the Trutt Furl all reasorvblo experises incurred by the Trustee in the adminktramn of the Trust Fund,including morrsal,agency and other nocasrary fags. ARTICLE V, Sattsenam of A4muftm The Trustee shall keep accurate and detailed accounts of all investments. receipts, di76ctrsertants,and other transactions hareundef. Within 90 days after the close of each fiscal year,the Trustee shall render in duplicate to the Emptoyer an account of its acts and transectiont as Trwtee hlreunder. It any pert of the Trust Fund shall be invested through the medium of any common.collective w comrningled Trust Fund,the last annual report of such Trust F and"I be submitted with and incorporated in the account, If within 90 days aftet the mailing of the account or any amended account the Emmloyar has not filed with the Trustee notice of awry "Clio"to any act or transaction of the Trustee,the aCCowrit or amended account$hail become an account atatad.if any objection has been filed,and 4 the Employer is lli itfied that it should be withdrawn or if the account is adjusted to the EmpfoYer'sratitfactian,[M Employer"I in writing sited with ttm Trustee signify aPprovat rca of The account ait"t becomms,an amount stated. When an account bacion"4 on account stated,tush account shall be finely settled,and the Trustee"I be completely discharged cad relaxed,as If such account had been setted and allovdW by a judgment or decrae of a court of competent jurisdiction in an action or proceeding in which the Trustee ecce the Employer were Parti¢$, The Tlustaa"I have the right to apply of any tune to a court of competent jurisdiction for the judicial satttertrent of its account. ARTICLE Vl. Rm4nation Ptd RwnovW of Trustee SOCtinn 6.t, Ressgnation of TrustM, The Trustee rney resign at any time by tiling with the EntAloyer its wt€ttOn resignation.Such resignation shall take effect 60 days from the date of such €hung and upon appointment of a uu oessor pursuant to Section 6.3, whichever shah first occur. Saction 6.2. Remove of Trustee. The Employer may rernaw:the Trust"at wry time by dWivering to the Trustee a written notice Of its raroose and an appointmant of a succesaor punuent to Section 6,3.Such re niWa€dW1 nota t"is affect Priof to 60 daysfrom sue3h ds1€wery un1Ks the Trustee awes to On earlier effecthre date. Section &1 APP0405 tmOnt of Suecasaor Troistae. The appointment of a successor to the Trustee shah take effect upon the delivery to the Tromoe of fat an insvornent in writing executed by the E ntployer appointing such umcatsor,and exonsrating such suayntor Nom liability for the alts and ommions.of its pfedecas of,act Ib1 an acceptance in writing,exacutad by such sucoetsgr, Ail of the Provisions set forth berehl with respect to the Trustee shall relate to each usccateor with the$arise trice and effect as if uteh mccesnr had been wiWnsliv nomad as Trustee hereunder. If a successor d reels appointed within 60 days after the Trustee gives notice of its resignation pursuant to Section 6.1,the Trustefa rtuy apply to any court of competent jurudietion for appointment of a wm» . Siclion 6.4_ Trainder of Fund to Sucaesor. upon the rtsipnation at removal of the Trustee and appointment of a inKxetwt,and Offer the final account of the Trustee has been properly$eldest,the Trustee shall transfer sod dalivw the Trutt Fund to wch wccaesoe_ ARTICLE VII. Dursrr o red Rtrrocat€onof Trust Agraerrsatit Section 7.1. Duration sad Raw�ration, This Trust shall continue for such n"as moy be necessary to accomplish the purpose for which it cep created but copy be terminated or revoked at any time Fay the Employer.Written notice of such tarmtnation or rewcatKm shad€be given to the Trustee by the Employer.Upon termination or revocation of this Trust,all of the assett thereof"I return to and revert to the Employer.Terminetjon of this Trutt shah not,howavef,relieve the Employer of the Employer's continuing obligation to PW deferred ownpensation upon the applicable distribution date to an fffooyee with whom the Emptoyerr has entered into a Defer Compensation Employment AgrOecnant Section 72. Arnwrdnnrm, The Employer shalt have the right to &mend this Agretrnim in whole and in part but only with the Trutteit's written oonsenf Any such amendment mail become effedne upon (o) delivery to the Trustee of a written instrumem of amendmerht,and(bj the endorsement by the Trustee on such instrument of its consent thereto. ARTICLE Vlll, MHnifar>pus. Section 8.1. Lata of the Stats of Dafawara to C,ovirn. This Agreenhent and the Trutt hereby created snail t7e construed and regulated by the laws of the State of Delavtrre. Section 8.2. Suoommaw Eniptoyism. The term"Empinyw"shatl include any person who succeeds rht Employ*(and who adopts the Dati nd Compansatton Plan of the Retirement Carporrtion and baown"a party to this apreetftent with the coreseht of the Trustee, Sattion 8.3, WWm:1W&svi. The Employeer may at airy time, and from time to t€rata,withdraw a portion w W of the Trutt Fund Account Na. Section 8.4. Defindiora. efinitions in the By-Laws of arms,phrases,etc,usd herein apply to rhe sarne herein,The masculine, rncludos the fettini",and the singutar includes this plural umess fhe Context requites wsottrm rrhoaethv. IN WITNESS WHEREOF,By the authority of its governing body,the Employer has executed this Agreement.and tho Rets ement CorPQfW*n has caused this Agreement to be executed by its authorized officat aced its Seat to tie hereunto affixed,e!i at of the day sled year first above written. Artast: Employer ley- lA4 ISEALI Enhptoyer's Federal Tax Hurnber APPROVED AS TO FORM INTERNATIONAL CITY MANAGEMENT RffzmNcy FOA THC NPLONVI A5S4XIATION RETIREMENT(-ORP. 8Y- aRlust: }N1 RNA-46NAL-CfiTY MANAGEMENT ASSOCIATION RETIREMENT CORPORATION DEFERRED 1CMA—RC COMPENSATION EMPLOYMENT AGREEMENT AGREEMENT entered into this —day of T. 19_,between CITY OF REDnCJ a municipal corporation (hereinafter referred to as the"Empioyet'l.having its principai office n 30 Cajon, Redlands, California_ 92 3 and (hetainafter refrred to as stn"Employee"),residing at WHEREAS, the Employae is and will ba rendering valuabta services to the Employer in hit capacity u WHEREAS,it a the dean*e of the Employer to have the benefit of his continued loyalty.service Mod aountei and also to assist the employse in providing for the cbntingEncies of old lige rt►pendencY,disability,and death. ITISTHEREFOREAGREED. 1, Wfrred ComPr melon. Thera is r o limit on the erriount or percentape of the total compensation of the Employee which may, ba deferred by lin tw,0 yrr under the terms of Mis Agr"Maml" For the purpose of this Agreanwnt and the Trust Agreement the follow to dtfirdtlons oppfy. a 'TOUR onmpemstion" is the total Of tpmpencetion t0 be paid by the Employer for the services Of the E no*vee,ragatdlen of the farm#used for the components.as,for example,"bele pay,""in addition to base guy,"Inc.; b. "Deferred compensation" is that amount or prcentop of the total cotrwanstoon of the Employee which the Emptoyer currerttly defers from the payment to the Ernpfoyee,and,insured,depositt sane into a deferred compensation account with the Retirement C.orporouon uadef the terms of this Agreement and vw afore"Id Trust Agreement;and c. "Current Amprtnfat pen'"is last portion of the Employee's tote!Cnmgensetion which is not deferred oontpentiation as deferred compensation is defined herein_ The on—ours of toted ourmmnsaticn may be 60tvisid from time to time withour altering tate terms of this Agreement.I n the event of an ad{uttmam of the total compensation at any time during the lift of this Agreetrwnt,the perilontapes and/or the prom"ronat amounts between them ate to the tots!compensation r stated heiow in this Pirrapaph,may,at the discretion of the parties,remain the soma;or, they may be tallttsted Otherwhse by the parties,However,the percentepe err amount of mW Compensation aprend niton try the partici as dafrrrod cofnoentstesn through the use of tnis Procedure wilt be controlled by the term,of this Agreement. As of ,1f3—the Ernployer wrtl commorwa to pay the Employee in trio fotm of both current af4 deferred compensation,a,these terms we defined herein,as follows: _ Any future adjustment of the percentage or amount of deferred compamation shall be communicated to the Ettsployer's agent,the, Ratire4nent Corporation,and the deposits in the adjusted percentages andlor ismounrt,if c3tanped from the prior existing Percentages or ;tmpottipnal amounts to total compensation,or,if such rkrnain the same percentages or proportional arnOunts to total cornpenuli0n, Owl theraahr he made by the Empfeyer into its Retirement Corppration Acnwnt, 2. Deferred Compensation Account. Deferred comtpentetion shell be credited and paid into a Trust to be ftublfehed and maintained with the hniernstionel City Management Assocation Retirement Corporation iberein referred to as the "Retovnersr Corporation'l,as Trustee. The Retirement CbrPoraftorl is a nonjxofil corporation formed for the specific purpose of investing and otherwise administering the fufxte of said Trust.The'trust nay he revoked at any time by the Ernpiover,and upon revocation of said Trust,all of the assets thereof shall return to and revert to tow Employer_The FnMooyer shall keap accurate books and mccirds with respect to the Employee's totak romps nsation or other Rained irrc,"and with ritspoct to amounts paid Into said Trust. 3. Owrtatahip of Funds. Neither the Employee nor any beneficiary thereof s1µ111 have any interest whatsoever in the funds paid into the Defefrod Compensation Account or in the accumulations or any increments on such funds,which shall at all demes remeln as an esvet of the Employer,object to its absolute dominion,enrol,and right Of withdrawal until such time as that funds or asci"of the Account are distrFbutod to the Emplovet in accordance with the PCOviaiOns of this Agreement.The obliw on of the Employer to pay dtfrraf oOmPon"tion is contractual only,the E'rnpioyee having no preferred of special intent or claim,by way of trurt,annuity,or otherwise, In and to the specific furxls and asses hekf in the Deferrod Compersrrtiun Account,The rnntraurval ubligislk s of this Employer to pay deferred compensation to the Enwioyee w hi,bemeticiwy on the appiica6ie distrioution date shelf be a continuing obllpet on upon the Empfoyer,and shalt not be rokiwed by say ageeirent between the Employer end arty other party,except at prmided in Section 2 of Paryraph 11 of this Agreement. and shall net be affected in any manner by amendment ar re Icication of the Trust referred to in Paraprafm 2 herein or bye rtvrsion of the Trust Funds to tete Emptoym,The protiespona of thu Ptera>V40h shall rupsrwde rand control r*Y Other provision of this Aytewnent,Milch muki tae interpreted to be in conflict therewlth_ t. Adotinef ration of Funds. The funds de",ted in the Deferred Cort+pensation Arcarnt shad be imesmcl and nsinvastad by the Retlrrtrttent COrpdratfon in any manner which in its 10141 discretion it deerns d"iftbis, witftout regard at any time to wy Ipef ilt,itatibn governing the i»yestrrxrt of such funds, Tom Actx nl shelf also reflect the paha or toss resuttinp from the investment and reityye await thereof, Tftk Tfust Fund may be comernrgted with otters attab4thed by the Trustse unlet this fpm of agrorr" nt with other Emptcyars_ S. hymtanit of De6erred Cirrrpirssetiiort. At such time as the Emipkayee reaches ap'r'W.or iatw,of the and of his ampioyrnent agteernertt.q Emproyee coMinues in the employ of the ErraWoyer otter he arteins tris age of 60 yaws,become-parmiihently disgbied,or dMa,which6ver occurs fines,he,or his beneficiary W baneliciries,nominee or estate War*entitled t0 receive payment in the Deferr9d C,on pon,luttion Ac o0unt ouftU6dirtg on the data on which ane of the toregoirg Occurs.Payments actsuorttd by the Employee having faeched the ape of 80 yrters,at tater,at the and of his unpfoyment greanx+,t.if Errvoylee continues in the omtpioy of the Employer afiw he attains the age of 00 years,or hetxarnes permanently disabled, of dies "i be made In accordance with rhe orovtudrts of porgomph+a hereof as fottows: a, gaymitents !n monthly,quarterly, Wmi'"ntaal of annual payrnerru over the pitied of life expectancy of the Emplovee in Koo,rcto'"with tiro fokowfiv procedure: Upon reaching the age of W yens,or later,at the end of his emtploymew pre41knient,if the Empf"remains in the amtpiov of fire Empsoyr after fn attains the ape of 60 years" or becomes prmpntntly dMlIblod from parrrtahanr full-time amploysnw',f, whsdh - first occurs, the Cnsploym's#ifs expectanicy shelf be letwenload by refarsiote to Standard US. Montatity,Taloses:the amtountt of assets rod accumuNriotu to the Oftferrad Compensation Account short be oorttputod togerhef with at namonable rare pf return on said assert,fea the amount of expected rnanthly distribution,over,the We expectancy of the Er pdoyo*; end a monthly amount seta#i then be methernstiufly detortnieed, trite parymool of which, in liquor monthly irssla{Irtttrris over the period of life expactanty of the Entfdoyee,sha[l odmpletefy deplete the said Account at rfte and of the fast year of life expeectancy;Of APPVW. nTV n 6. Payments in monthly,rjusnitHy,semi-ennwl,or annual yeymentt In aptmAiina with the following procedure= Unless the Emp4oyee's emptavrtent terminates prior to the time he attains the ape Of 66 years.amount+equal to the benefits ramived by the Employer,under retlrerrlNt lnnulty policies,stud be pald to the E mployae, at pacts time s he attain tent aye of 60 yeah,or tater,at the end of his employment agroement,if tete Erro"ta oontmon in the wnploy of the Employer after ha attains the ape of 60 yeers;or,i„the Cate of death,payrnont to his beneficiary,or beneficiaries,nominee of*tate pursuant to the procedures provided in said policies and Pervgeophs 6 and 7 of this Agraartem;or res PvMwnts in monthly,quprerty, semiannual or annual keelalhtlerm over a period of mat exceeding stn 000 Vale ,said payments to mclude a raesonsbla return on the funds,assets and aom mAvtlons in the Deferred Camparackfon A000urri,dw ruse annaum of expected awnthfy.quarterly,semi-isrmuat,or annwl distribution,over the acid ten(14)yaw period:or d. One lump sum payment. 6. Selection of Method of Payment, The method of payment fall be selected by the Employee,acting Utrouoh the Reliremant Corporetian m Its duty autharirad Spent,due,contideration 4Mneg given to the health,financ*cir=Twtances and family oWigatiorq Of the rmg4oyee.in this regard,the Fmtpioyee may be contutted;hovwiw,he shad have no voice in the decision reached. 7. Paynatns in the Event of Death. (a) During the Period of Diatributimn. In the avant of the Employee's death during the peAOd of distribution,the Employee's brrrteficfary dealt be entitled to receive paymtrnts in accordance with the payment method being employed at the time of the EfftpkWse's death.With the consent Of the EnplaYer,haling through the Retirement Corporation as its duly authorized qMt,said Lena kfary may Med to receive a Wmp-Wm in litu of inoatiment peyettantt. hbl twice to Distribution. In tie event of the death of the Employee prior to the distribution,the funds and accts of ata Deferred Compensation Awount cluck be paid in accordance with ons of the methods described in su6pargraphs a,b,a or d of Paragraph b hereof.Tte selection of said method shall be made by The Employer acting through this Retwomont Corporation.s its duN authorized agent. - 9. lerfmant Deets. Pevmwfs"I commerce an the first day of the month,following the attainment of ape 60,or haw,on the flnt day of the month after the end of his ampioymeat agreement,N Employee continues in the emptov of the Employer after he attains the age of 60 yeam,or likwrise toliowing pernwrhent disolokitV,or dasth;and,in the arta of instaNmant payments,shalt be mode mntimmuoV thereafter on the firer day of each sucafedlrq month.or,In tee event gUie"Wly,eMndMxhual Of annual payment Inetaliment periods are at+olsed.then continuously thereafter an the first day of each succeeding month which begins the tM+e period(quarterly, etc.1 imrolved until such time at the Deferred Comtpametion Account 4 depleted in its entirety. W OisbuntitW Agent. The Retirement C.Orporstion shall tics at agent of the Employer for purposes of did ening Moments.The ultimate obligation for making such pavrmentn,however,"I rwTwn with the Employer. 14- llbrsanat4tion Durina the Dietibuthan Period. During the parlod of dirrributdofi, the Employee or tik boraifmi ry or beneficiaries,nominee or elate,as,the case may be,shalt continue to be credited with all the interni,accumulations and inaarrarrb an the undistributed funds and sets in the Deferred Comfrensation ACmtrnt,until such Aaounl is depleted in its antiraty. 11. Section 1. Termination of En"sloyrment. Upon termination of the Employee's wvitet,for any roes"otter ttwl death,tfte - funds,assets,and accumutMlons in aha Deferred Commnsttion Account hail not be trsnsfsered to an account with a new Employer Of the Ernpioyee.and,Instead,they shall remain in the origw*Account as aasm of the Employer untit such time as they are dIWfft ifed In acwrtdance with the pmvitions of this Agrennant,erapt s Provided in Section 2 of this Paragraph. 9aetion 2.Transfer of Entplaynsurt Wirth Consideration Hatw*s0i E70100yars--Tf4wilita AgrwreanC In the avant the Employee accepts employment with u�other Employer having a Trutt Agreement wrtfs tfa Retirement Corporation, and a Defemad Compensation Employment Agreement wlih the gid Ernptoyee,then,if the Employer finds thea it has no preterit or future need of the funds,awm,are ac4 sMvletionr in the 00id Account for The payment of gist"a+ditors or for afty Othaf purport, and hes oo intention of invoking its right to revoke this Trutt for the payment of Its general cradhtors or for pry oder purpbea vvthaupavtr,in corttddaerion of its desire to avoid the continuing expense of maimeining records,avid receiving,ezurehining,vorNylmg and filing annual reports of the Retlrentent Comaratton, and In consideration at avoiding the Possible future sxpemaa of Itipnlon of Employee's continuing contrisctuad rights to payment of dHarrad mmpenearvon on his retirement as harem provided in the parr(of any _ possible future revocatton and withdrawal by the Employer of the funds,assets,and acctonulatiom in tae mid Amou"t,h may,let has ddcre'ic n,authorize the Retirement Corporation,n its agent,to pmouse to the new Employer that the funs k,m er%and tomonislotiorr of the said Acmurrt be transferred to the ownership,rxintroh,sett right of withdrawal of the new Emphoyor,and to do so in sae*v*ft the new Employer,In oonsidamnon of the increew in the verve to then Employer of Emphoyn's future services fry mason of the experk"M which that Employee gained while in the employ of the pet Employer.apron to accept turd,and the refpectivv Empltryen and the Emp:oVee Olin the form of AW"frart attached hereto as Appendix(1).in which the now Employer also Area to aawmie the eorrtimufhq mntra"uu liability to pay deferred aompethsatiOn so ltantferred upon retirement of the ErrplOyat and Rua Ern7ployN releases the post Employer from said continuing obhlpatbn to do cora. 12. Loses The Employer shall not be retporuible for any bas der to irnpennent Or failure of Invstmant Of funds and am m In raid Deferred Compensetlon Account nor shall the Employer be faquked to replace sett' bars wh rtaoevat which may result from said . invearnenzc Q. NorramignabAr y Of Dimmed Compensation. The Efrgibyee during hit lifetime shell not are entitled to commuta,ancnnrtbM,5041 or otherwtse dispose of his rights to receive Dfderrod Compensation Payments proviclod for herein,and the right tlwWo ih@0 be ron�emgnable and rwn•urendereble.In the event of any anonppted assignment or transfer thereof,the Employer shall have na further 3i bitity under this Agr"rewnt. 14, p1wix parson in other Etnployewaimefit Phare_ Nothing tardn ccntainad shall in any merrier modify, Impair, or affect the existing or fut�xe rights or interest of the Employee(a)to active any syrtployee benefits to which he would othwwise be entitled,or(b1 s a participant in any future pension Wan,it tieing he understood drat trights old interests of the Employ"to any amployesibonsfrts or os a participant Or bereftcierV in or under any or all such plans r0spactPMy shall obmtinue in full force and affect uMmtaired,and the En-Voyee*Wf have true right at pry lithe hMeaffOr to become s berefictMy under Of punuam to any and all such plats. 16, 0whoftions. The maenirig of any term Or terrrne,phrase,clause or sentence used In this Aprasrrient,which is also used In the By-Laws of the Riftfremneni Corporation,sfrN! be defirued as these are defined in ARTICLE 11,Sectiort 2 of the Sy-LawL Msc'Ai" pronouns,wboraver curd herein,tndtrde dna fernnira pronouns,and the singutar includes rhe plural uric*the context n4uires another rnftnirV. t6, VafFdRy of Afmwneht. This A¢tanent thasf not be wltd or anforcerabte*edea signed by on Officer of Employer,authorsxed to sign it 4y the governing body of the En wfoyef,as,for oxwnMe,the City Council,etc. IN WITNESS WHEREOF,by the wthoriW of tete gavefning body of the Employer,the Agresm ent has been executed on the date first written drove. SIGNED ATTEST. 4 V 6Y AUTHORIZED OFFICIAL POSITION 116"U 8Y — -- EMPLOVEE A19090VEf7 AS TO F-ORb EMPLOYEE'S SOCIAL SECURITY NUMBER ATTORNEY FOR THE EMPLOYER Fnim 201 10/72 IM