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HomeMy Public PortalAboutRES 96/10RESOLUTION NO. 96 -10 A RESOLUTION OF THE TOWN COMMISSION OF THE TOWN OF GULF STREAM, PALM BEACH COUNTY, FLORIDA, CREATING A FLEXIBLE BENEFITS PLAN FOR ELIGIBLE EMPLOYEES OF THE TOWN OF GULF STREAM, FLORIDA. WHEREAS, the Town of Gulf Stream has employees rendering valuable services; and WHEREAS, the establishment of a Flexible Benefits Plan for such employees serves the interests of the employer by enabling it to provide an opportunity for employees to pay insurance premiums with before -tax dollars, one of the most progressive benefit management tools available to assist in the attraction and retention of competent personnel; and WHEREAS, the Town of Gulf Stream has determined that the establishment of a flexible benefits plan to be administered by the Town of Gulf Stream serves the above objectives. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COMMISSION OF THE TOWN OF GULF STREAM: Section 1. The Town of Gulf Stream hereby adopts the Flexible Benefits Plan attached hereto as Appendix "A ", said Appendix "A" being a part of this Resolution as if fully set forth herein. The Town of Gulf Stream hereby appoints the Finance Director of the Town of Gulf Stream to serve as administrator thereunder. Section 2. This Resolution shall become effective on October 1, 1996. PASSED AND ADOPTED in a regular adjourned session assembled this 4th day of September , 1996. , e'�_d YOR (SEAL) ATTEST: TOWN CLERK SIONER COMMISSIONER COMMISSIONER J Flexible Benefits Plan Model Plan Document COLONIAL LIFE & ACCIDENT INSURANCE COMPANY A UNUM• Compam The Leader in Payroll Marketing Model Plan Document This Plan is merely an example of a Flexible Benefits Plan. The Plan has not been approved by the Internal Revenue Service. nor is it necessarily the best plan for a particular employer. The Plan is provided solely as a guide for employers desiring to adopt such a plan. It should not be used without being reviewed by an employer's own professional advisers. Flexible Benefits Plan Effective Table of Contents Page Article I Foreword and Purpose .......................................................... ............................1 -1 Article II Definitions and Construction 2.1 Definitions ............................................................................... ...........................II -1 a. Code .................................................................................. ............................... II -1 b. Component Plan ..................................................................... ...........................II -1 C. Coverage Expenses ............................................................ ............................... II -1 d. Covered Compensation ...................................................... ............................... II -1 e. Dependent .............................................................................. ...........................11 -1 f. Effective Date ...................................................................... ............................... II -1 g. Eligible Employee ................................................................ ............................... II -1 h. Employee ............................................................................ ............................... II -1 i. Employer ............................................................................. ............................... II -1 j. Employer Contribution ........................................................ ............................... II -1 k. ERISA ................................................................................ ............................... II -1 I. Fiduciaries ........................................................................... ............................... II -2 M. Flexible Pay ............................................................................. ...........................11 -2 n. Highly Compensated Individual ............................................... ...........................11 -2 o. Highly Compensated Participant .............................................. ...........................II -2 P. Key Employee ......................................................................... ...........................II -2 q. Participant ............................................................................... ...........................II -2 r. Plan ..................................................................................... ............................... II -2 S. Plan Administrator ................................................................... ...........................II -2 t. Plan Year ................................................................................ ...........................11 -2 2.2 Construction ........................................................................ ............................... II -2 Article III Eligibility, Participation and Enrollment 3.1 Eligibility ................................................... ............................... ..........................III -1 3.2 Commencement of Participation ............... ............................... ..........................III -1 3.3 Termination of Participation ...................... ............................... ..........................III -1 3.4 Enrollment .......................................................................... ............................... III -1 ArticleIV Contributions ....................................................................... ...........................IV -1 4.1 Nonelective Contributions ................................................. ............................... IV -1 4.2 Elective Contributions ............................................................ ...........................IV -1 4.3 Effect of Change in Family Status .......................................... ...........................IV -1 4.4 Cash Benefit .......................................................................... ...........................IV -1 Page Article V Administration 5.1 Allocation of Responsibility Among Fiduciaries for Plan Administration ............... V -1 5.2 Administration ..................................................................... ............................... V -1 5.3 Claims Procedure ............................................................... ............................... V -1 5.4 Other Administrative Powers and Duties ............................. ............................... V -2 5.5 Rules and Decisions ........................................................... ............................... V -2 5.6 Forms and Requests for Information ...................................... ............................V -2 5.7 Responsibility for Plan ......................................................... ............................... V -2 Article VI Amendment of the Plan ................................................. ............................... VI -1 Article VII Termination of the Plan ................................................. ............................... VII -2 Article VIII Miscellaneous 8.1 Employment Rights ................................. ............................... ......................... VIII -1 8.2 Spendthrift Clause ................................... ............................... .........................VIII -1 8.3 No Guarantee of Non - Taxability .............. ............................... .........................VIII -1 8.4, Nondiscrimination .................................... ............................... .........................VIII -1 8.5 Delegation of Authority by the Employer .. ............................... ......................... VIII -1 8.6 Construction of Agreement ...................... ............................... .........................VIII -1 8.7 Headings ................................................ ............................... ......................... VIII -1 8.8 Entire Plan Stated ................................... ............................... .........................VIII -1 ArticleIX Signature .............................................................................. ...........................IX -1 Schedule A Article I " Foreword and Purpose The -2 !ten 15 t� 6,—", Flexible Benefits Plan is a program that permits PE coverage for themselves and their eligible Depend which provide 171z,42- 114 � f/j �, V,ac benefits. ticipants to elect to receive cash or nts under variou%� Component Plans The Plan has been established by the for the benefit of its Eligible Employees. This Plan is effective It is intended that this Plan shall qua!ify under Section 125 of the Code as a "cafeteria plan." Flexible Benefit~ 1 -1 Article 11 Definitions and Construction 2.1 Definitions: Where the following words and phrases appear in this Plan they shall have the meaning set forth below, unless a different meaning is plainly required by the context: (a) Code: The Internal Revenue Code of 1986, and regulations and rulings issued thereunder, as amended from time to time. (b) Component Plan: Any one of the plans listed in subsection (c) below. It is in- tended that each of the Component Plans shall constitute a "qualified benefit" within the meaning of Section 125 of the Code. (c) Coverage Expenses: The insurance premiums or other costs for the benefit coverage a Participant elects pursuant to Section 3.4, and which is provided under one of the following Component Plans which are attached hereto and incorporated herein by reference: L /��4- 73 loc At ,_,('�S For each Plan Year, the Plan Administrator shall specify the premium or other costs for benefit coverage which is applicable to each of the foregoing Component Plans. (d) Covered Compensation: For each Plan Year, a Participant's Covered Compensa- tion shall mean the actual compensation (including bonuses and overtime) accrued or paid by the Employer to the Employee for the period during which the Employee was a Participant in thi Plan (including amounts contributed to the Employer's �H Plan on behalf of the Employee in accordance with Code Section 401(k) ). (e) Dependent: A spouse, child, or other dependent of a Participant, subject to further limitations provided by each Component Plan. (f) Effective Date: The date upon which this Plan is effective, /1) - (g) Eligible Employee: Each Employee who meets the requirements set forth in Section 3.1 of this Plan. (h) Employee: Any person who is an employee (the term "employee" having its customary, common law meaning) of the Employer and who is receiving remuneration for personal services render to e Employer. (i) Employer: ��- (j) Employer Contri utio . The Employer Contribution for each Plan Year shall be the sum of (1) and (2) below: (1) Nonelective contributions: The amount the Employer makes available for the benefit of each Participant for the Plan Year pursuant to Section 4.1. (2) Elective contributions: The amount of Flexible Pay applied to a Participant's Cover- age Expenses under the Plan. It is intended hereunder that such amounts shall, for tax purposes (including Section 125 of the Code), constitute an Employer Contribution. For each Plan Year, the maximum amount of Employer Contribution available under the Plan to any Participant for application to his or her Coverage Expenses shall be that amount set forth in Schedule A of the Plan. For purposes of Section 125 of the Code. the amount set forth in Schedule A shall constitute the maximum Employer Contribution available to any Participant under the Plan during a Plan Year. The maximum amount shall be determined by the Employer prior to the beginning of the Regular Enrollment Period for the ensuing Plan Year and shall be adjusted as necessary due to the in- Flexible creases in cost to the Component Plans. Benefit. (k) ERISA: Public Law 93 -406, the Employee Retirement Income Security Act of 1974. II -1 and regulations and rulings issued thereunder, as amended from time to time. (1) Fiduciaries: The Fiduciaries who shall be the Employer and the Plan Administrator. and other parties designated as Fiduciaries by such Fiduciaries in accordance with the powers herein provided, but only with respect to the specific responsibilities of each in connection with the Plan. (m) Flexible Pay: The amount of Covered Compensation that, pursuant to Section 4.2, is applied on behalf of a Participant to pay his or her Coverage Expenses or that (to the extent not otherwise applied) he or she may elect to receive as additional cash compensation. (n) Highly Compensated Individual: An individual who is (1) an officer, (2) a share- holder owning more than 5 percent of the voting power or value of all classes of stock of the Employer, (3) highly compensated, or (4) a spouse or dependent (within the meaning of Code Section 152) of an individual described in (1), (2), or (3). (o) Highly Compensated Participant: A Participant who is described in subparagraph (1), (2), (3) or (4) of paragraph 2.1 (n). (p) Key Employee: A Participant who is (1) an officer of the Employer having at least $59,400 annual compensation from the Employer or such other amount as is pre- scribed by the Secretary of the Treasury from time to time, pursuant to Code Section 415 (d)(1); provided, however, that no more than 50 employees, or if the number of employees of the Employer is less than 500, the greater of three or 10% of the employ- ees, shall be treated as officers; (2) one of the 10 Employees having at least $30,000 annual compensation from the Employer (or such other amount as is prescribed by the Secretary of the Treasury from time to time pursuant to Code Section 415 (d)(1)) and owning (or considered as owning within the meaning of Code Section 318) the largest interests in the Employer; (3) a 5- percent owner of the Employer; or (4) a 1- percent owner of the Employer having annual compensation from the Employer of more than $150,000. Such term shall not include any officer or employee of an entity referred to in Code Section 414(d) (relating to governmental plans). (q) Participant: Any Employee who has qualified under the terms of the Plan for participation herein and wh remains so qualified. (r) Plan: �wLr��a� Flexible Benefits Plan, the Plan set forth herein, as amended from time to time. (s) Plan Administrator: The Employer or its successor or successors, which shall have authority to administer the Plan as provided in Article V. (t) Plan Year: The first Plan Year shall be the period commencing zl_ - / and ending P7 All subsequent Ian Years shall be the 12 -month period commencing on */a and ending on 2.2 Construction: As used in this Plan, the masculine gender includes the feminine, and the singular includes the plural, unless the context clearly indicates to the contrary. The words "hereof," "hereunder' and other similar compounds of the word "here" mean and refer to the entire Plan, not to any particular provision or section. Flexible Benefits II -2 Article III Eligibility, Participation and Enrollment 3.1 Eligibility: Generally, all full -time Employees shall be eligible jt participate in the Plan. Full -time Employees are defined as those employed for or more hours per week on a regularly scheduled basis and paid either on a weekly. biweekly, semi - monthly or monthly basis. 3.2 Commencement of Participation: An Eligible Employee shall commence (or recommence) participation in this Plan on the latest of the following dates: (1) the Effective Date of the Plan; (2) the Employee's first day of his _month of employment or reemployment [may not exceed 37 months] as an Eligible Employee: or (3) the date (as determined by the Plan Administrator) that the Election Form is filed by the Participant. See Section 3.4 (c) for limitations on enrollment elections for Employ- ees who recommence employment. A Participant's right to participate in any Component Plan shall be dependent upon the Participant's satisfying the specific terms and conditions of participation which are applicable to such Component Plan. 3.3 Termination of Participation: A Participant shall continue to participate in this Plan until the earlier of the following dates: (1) The date the Participant terminates employment by death, disability, retirement or other separation from service; or (2) The date the Participant ceases to work for the Employer as an Eligible Employee. 3.4 Enrollment: An Eligible Employee may enroll (or re- enroll) in the Plan by submit- ting to the Plan Administrator, during an enrollment period described in subsection (a) below, an election form which specifies his or her elections for the Plan Year as to Dependent status and benefit coverage under the Component Plans for which he is eligible, which sets forth his agreement to use the necessary amount of Flexible Pay to pay his Coverage Expenses (if any), and which meets such other standards for com- pleteness and accuracy as the Plan Administrator may establish. Such Employee shall specify his election as to Dependent status as coming within one of the following categories: (i) Employee without Dependents, or (ii) Employee with Dependents. A Participant's election form shall not be effective prior to the date such form is submitted to the Plan Administrator. Any election form submitted by a Participant in accordance with this Section shall remain in effect until the earlier of the following dates: the date the Participant terminates participation in the Plan or the effective date (as determined by the Plan Administrator) of a subsequently filed election form submitted pursuant to subsections (a)(2) and (3) below. (a) Enrollment Periods: (1) Each Eligible Employee who meets the requirements of Section 3.2, on d'� shall have an initial enrollment period which shall begin on � and shall terminate on — . Each Eligible Employee who meets he requirements after /0-/ shall have an initial enrollment period which shall begin on the first day after the Employee has met the requirements and shall terminate err days thereafter. (2) Each Participant shall have a regular enrollment period during which to make elections for the immediately ensuing Plan year. The regular enrollment period for such Plan Year shall commence on �N prior to such Plan Year and shall terminate days thereafter ( P- 3n). Flexible (3) A Participant who incurs a change in family status. as provided in paragraph (c) Benefits III -1 below. shall have a Special Enrollment Period which shall begin on the date of his or her family status change and shall terminate days thereafter. (b) Enrolling Dependents: An Eligible Employee may enroll in the Plan any or all of his or her Dependents during his or her Initial Enrollment Period. Regular Enrollment Period. or Special Enrollment Period. A Participant who incurs a family status change may enroll any new Dependents during the Special Enrollment Period commencing on the date such individuals become Dependents of the Participant. Any Dependent not enrolled during an Enrollment Period described in the two preceding sentences may be enrolled thereafter for the current Plan Year only with the consent of the Plan Adminis- trator. An Employee shall enroll his or her Dependents by specifying. on such forms as the Plan Administrator may require. the Dependents' names and birth dates, and by electing the category of dependent coverage that corresponds to the number of Depen- dents the Employee wishes to enroll. (c) Limitation on Enrollment Elections: A Participant's right to elect certain benefit coverage shall be limited hereunder to the extent such rights are limited in a Compo- nent Plan or in rules adopted by the Plan Administrator. Furthermore. a Participant shall not be entitled to revoke an enrollment election after a period of coverage has commenced and to make a new enrollment election with respect to the remainder of the period of coverage unless both the revocation and the new election are on account of and consistent with a change in family status (e.g.. marriage. divorce. death of spouse or child. birth or adoption of child. and termination of employment of spouse). Furthermore. if the Employee's participation in the Plan ceases as a result of the Employee's separation from service, and if the Employee recommences employment as an Eligible Employee within the same Plan Year, the Employee may not make a new enrollment election for the remaining portion of that Plan Year. Flexible Benctits 111 -2 Article IV Contributions 4.1 Noneiection Contributions: For each Plan Year, the Employer in its sole discre- tion. may make on behalf of each Participant a Nonelective Contribution to provide benefits for such Participant and his or her Dependents, if applicable. under the Plan. The amount of a Nonelective Contribution shall be calculated for each Plan Year in a uniform and nondiscriminatory manner based on the Participant's Dependent status category (as elected under Section 3.4), the commencement or termination date of the Participant's employment during the Plan Year. and such other factors as the Employer shall prescribe. If the amount of the Nonelective Contribution exceeds the cost of the benefit coverage selected by the Participant, no such excess amounts will be paid to the Participant. 4.2 Elective Contributions: (a) Amount of Flexible Pay: Each Participant shall have an amount of Flexible Pay equal to the Employer Contribution less the Nonelective Contribution described in Section 4.1. (b) Flexible Pay Contributions: Each Participant shall authorize the Plan Administra- tor to withhold from his or her Covered Compensation for the Plan Year an amount of Flexible Pay equal to his or her Coverage Expenses in excess of his or her Nonelective Contribution for such year. In the event that the Coverage Expenses for the benefit coverage elected by the Participant increase or decrease during the Plan Year, the amount of Flexible Pay withheld from the Participant's Covered Compensation shall be increased or decreased accordingly. Any Flexible Pay which is withheld from a Participant's Covered Compensation pursuant to this Section shall be withheld in approximately equal installments from the amounts payable to the Participant for each pay period during the Plan Year (or such portion of the year as the Plan Administrator may designate). For Employees whose salary during the year is paid to them over a period of time less than a year. Flexible Pay amounts will be withheld in installments as determined by the Plan Administrator. If an Employee becomes a Participant after the beginning of the first pay period of the Plan Year, the amount withheld from his or her Covered Compensation during such year shall be a pro rata share of the amount that would have been withheld had he or she been a Participant in the Plans as of the beginning of the Plan Year. (c) Election: An election under subsection (b) to authorize withholding of Flexible Pay shall be made on an Election Form submitted in accordance with Section 3.4. An election to have withheld an amount of Flexible Pay which, in the determination of the Plan Administrator. exceeds the limitation on Flexible Pay set forth in subsection (a) may in the discretion of the Plan Administrator be treated as void or as an election to have withheld the maximum amount permissible under such limitation. 4.3 Effect of Change in Family Status: If a Participant's elections change during the Plan Year because of an election made pursuant to Section 3.4(a)(3), then in accor- dance with rules adopted by the Plan Administrator appropriate adjustments shall be made in the amount withheld from or added to the Participant's pay for the balance of the year to reflect any changes in the Participant's Elective Contributions and benefit elections. 4.4 Cash Benefit: Any Flexible Pay not expended for the purchase of benefits under this Plan shall be considered a cash benefit under the Plan payable to the Participant. Flexible Benefits IV -1 Article V Administration 5.1 Allocation of Responsibility Among duaesct responsibilities, n d obligations as are Fiduciaries shall have only those powers, specifically given or delegated to them under this Plan. (a) The Employer shall have the sole responsibility for making the Employer Contribu- tions under the Plan as specified in Article N. (b) The Employer shall have the sole authority n whole or in and remove the Plan Admin- istrator, and to amend or terminate this Plan (c) The Plan Administrator shall have the sole responsibility for the administration of the Plan, which responsibility is specifically described herein. (d) Each Fiduciary warrants that any th'thetio directions given, ions of the Plan authorizing or provid- ing by it shall be in accordance P rely upon for such direction, information ct action action. nother Fiduciary ary as being proper under the Plan, any direction, information and not required under the Plan to informa- tion or action. It is intended under t his Plan that each Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan and shall not be responsible for any act or failure to act of another Fiduciary. 5.2 Administration: The Plan shall be administered by the Plan Administrator which may appoint or employ persons to assist in the administration of the Plan and may appoint or employ any other agents it deems advisable, including legal counsel, actuar- ies, auditors, bookkeepers and recordkeepers to serve at the Plan Administrator's of the Plan and the Plan Administrator direction. All usual and reasonable expenses shall be paid by the Employer. Y the Plan designated b 5.3 Claims Procedure: The Plan Administrator, or a party g Administrator, shall make all determinations as to the right of any person to an Em- ployer Contribution under the Plan. If an assertion of any such right by a Participant or Dependent is wholly or partially denied, the Plan Administrator, or the designated party, will provide such claimant a comprehensible an notice of within me not 90 toaexcefed anceipt of the claim, unless circumstances warrant additional 90 days, setting forth: (a) The specific reason or reasons for such denial; (b) Specific reference to pertinent Plan provisions on which the denial is based; (c) A description of any additional material or information necessary for the claimant to h material or information is submit to perfect the claim and an explanation of why suc necessary; (d) A description of the Plan's claims review procedure. The review procedure is available upon written request by the claimant to the Plan Administrator, or the desig- nated party, within 60 days after receipt by the claimant of written notice of the denial of the claim, and includes the right to examine pertinent documents and submit issues and comments in writing to the Plan Administrator, or the designated parry. The decision on review shall be made within 60 days after receipt of the request for review, unless circumstances warrant an extension of time not to exceed an additional 60 days. The decision shall be in writing and drafted in a manner calculated to be understood by the claimant, and shall include specific reasons for the decision with references to the specific Plan provisions on which the decision is based. Flexible Benefits V -1 5.4 Other Administrative Powers and Duties: The Plan Administrator shall have such powers and duties as may be necessary to discharge its functions hereunder. including the power: (a) to construe and interpret the Plan, decide all questions of eligibility and determine the amount. manner and time of payment of any reimbursements hereunder; (b) to prescribe procedures to be followed by Participants electing benefit coverages or filing applications for reimbursements; (c) to prepare and distribute, in such manner as the Plan Administrator determines to be appropriate, information explaining the Plan; (d) to receive from Employees, agents and Participants such information as shall be necessary for the proper administration of the Plan; (e) to receive, review and keep on file (as it deems convenient or proper) reports of the receipts and disbursements of the Plan; (f) to appoint or employ individuals or other parties to assist in the administration of the Plan and any other agents it deems advisable, including accountants, legal counsel. bookkeepers and recordkeepers; and (g) to designate or employ persons to carry out any of the Plan Administrator's fiduciai ,,/ duties or responsibilities under the Plan. 5.5 Rules and Decisions: The Plan Administrator may adopt such rules and proce- dures as it deems necessary, desirable, or appropriate for the administration of this Plan. All rules, procedures and decisions of the Plan Administrator shall be uniformly and consistently applied to all Participants in similar circumstances. When making a determination or calculation, the Plan Administrator shall be entitled to rely upon infor- mation furnished by a Participant, a Dependent, the duly authorized representative of a Participant or Dependent or the legal counsel of the Plan Administrator. 5.6 Forms and Requests for Information: The Plan Administrator may require a Participant to complete and file such forms as are provided for herein and all other forms prescribed by the Plan Administrator, and to furnish all pertinent information requested by the Plan Administrator. The Plan Administrator may rely upon all such information, including the Participant's current mailing address. 5.7 Responsibility for Plan: The complete authority to control and manage the operation and administration of the Plan shall be placed in the Plan Administrator, who shall be solely responsible for the operation of the Plan in accordance with its terms. The sponsor(s) of the Component Plans shall have no responsibility for, nor liability toward the operation and administration of this Plan. Flexible BenefiLs V -2 Article VI Amendment of the Plan The Employer shall have the right at any time by instrument in writing, duly executed and acknowledged, to modify, alter or amend this Plan in whole or in part, provided, however, that no such amendment shall diminish or eliminate any claim for any benefit to which a Participant shall have become entitled prior to such amendment. Notwith- standing the foregoing, the Employer shall have the limited right to amend the Plan at any time, retroactively or otherwise, in such respects and to such extent as may be necessary to fully qualify it as a "cafeteria plan" under existing and applicable laws and regulations, including Section 125 of the Code, and if and to the extent necessary to accomplish such purpose, may by such amendment decrease or otherwise affect benefits to which Participants may have already become entitled. Flexible Benefits VI -1 Article VII Termination of the Plan The Plan herein provided for has been established by the Employer with the bona fide intention that it shall be continued in operation indefinitely. However. the Employer reserves the right at any time to terminate or partially terminate the Plan. Should the Employer decide to terminate or partially terminate the Plan. the Plan Administrator shall be notified of such termination in writing and shall proceed at the direction of the Employer to take such steps as are necessary to discontinue the operation of the Plan in an appropriate and timely manner. Flexible Benefits VII -1 Article VIII `° Miscellaneous 8.1 Employment Rights: Under no circumstances shall the terms of employment of any Participant be modified or in any way affected hereby. This Plan shall not consti- tute a contract of employment nor afford any individual any right to be retained in the employ of the Employer. 8.2 Spendthrift Clause: To the extent permitted by law, Participants are prohibited from anticipating, encumbering, alienating or assigning any of their rights, claims or interest in this Plan, and no undertaking or attempt to do so shall in any way bind the Plan Administrator or be of any force of affect whatsoever. Furthermore, to the extent permitted by law, no such rights, claims or interest of a Participant in this Plan shall in any way be subject to such Participant's debts, contracts or engagements, nor to attachment, garnishment, levy or other legal or equitable process. Provided, however, anything to the contrary herein notwithstanding, to the extent permissible under appli- cable law, a Participant's interest hereunder is subject to all bona fide and existing debts owed by such Participant to the Plan. 8.3 No Guarantee of Non - Taxability: The plan is designed and is intended to be operated as a "cafeteria plan" under Section 125 of the Code. Nonetheless, neither the Employer nor any Fiduciary shall in any way be liable for any taxes or other liability incurred by a Participant or anyone claiming through him or her by virtue of Participa- tion in this Plan. The Plan does not prohibit, and indeed contemplates, the payment of taxable benefits under certain of the Component Plans. 8.4 Nondiscrimination: In accordance with Section 125 (b)(1) and (2) of the Code, the Plan is intended not to discriminate in favor of Highly Compensated Individuals as to eligibility to participate, nor Highly Compensated Participants as to contributions and benefits, nor to provide more than 25% of all qualified benefits to Key Employees. If, in the operation of the Plan, more than 25% of the total qualified benefits are found to be provided to Key Employees, or the Plan discriminates in any other manner (or is in danger of so discriminating), then notwithstanding any other provision contained herein. the Plan Administrator shall reduce or adjust such contributions and /or benefits under the Plan as shall be necessary to assure that, in the judgment of the Plan Administra- tor, the Plan thereafter will not discriminate. All rules, procedures and decisions of the Plan Administrator shall be adopted, made and /or applied in such fashion that they do not discriminate in favor of Highly Compensated Individuals, Highly Compensated Participants or Key Employees. 8.5 Delegation of Authority by the Employer: Whenever the Employer under the terms of this Agreement is permitted or required to do or perform any act or matter or thing, it shall be done and performed by any officer or individual thereunto duly autho- rized by the Employer. 8.6 Construction of Agr ement: This Plan shall be construed according to the laws of the State of r" , and all provisions hereof shall be administered according to, and its validity and enforceability shall be determined under, the laws of such state, except where preempted by the Code or ERISA. 8.7 Headings: The headings of sections and subsections are for ease of reference only and shall not be construed to limit or modify the detailed provisions hereof. 8.8 Entire Plan Stated: This document sets forth the entire plan. No other employee benefit or employee benefit plan which is, or may hereafter be maintained by the Employer on a nonelective basis shall constitute a part of this Plan. Flexible Benefts VIII -1 Article IX I Signature The a P ove Plan is hereby adopted and approved, to be effective as of this / day of p By: i A XAuthorized Officer Flexible Benefits IX -1 Schedule A Flexible Benefits Plan Maximum amount of Employer Contributions for Plan: Plan Years- Commencing Maximum on or After Amount /b JILP --- 'For plan years consisting less than 12 months, the stated maximum amount shall be prorated for such shorter period.