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Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !

"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

PROFIT-SHARING PLAN FOR SELF-EMPLOYED INDIVIDUALS


The following document is a model profit-sharing plan that is intended to give you an idea of what a typical profit-sharing plan contains. You can modify this form to meet your specific circumstances. Of course, if you intend to use this plan, you should make sure that your attorney reviews it and approves any changes you make.

Profit 'haring Plan

Page 2 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

TABLE OF CONTENTS
Article Preamble ! P"r#$%e a&' De(i&iti$&% Prea4ble P5rpose *efinitions Constr5ction Ser*ice Cre'it a&' Partici#ati$& +o5r of 'ervice 'ervice ,rea6 in 'ervice (oss of 'ervice 05ltiple !rades and ,5sinesses Participation Originating Under !his Plan Cessation of Participation 'ervice and "eentry C$&trib"ti$&% Contrib5tions by E4ployer 0e4ber /ol5ntary Contrib5tions 0e4ber /ol5ntary Contrib5tions 7Alternate8 I&'i*i'"al Acc$"&t% a&' All$cati$&% Establish4ent of &ndivid5al Acco5nts Allocation of E4ployer Contrib5tions Allocation of )ains and (osses Allocation of .orfeit5res otification to 0e4bers Retireme&t ,enefit Deat/ *esignation of ,eneficiary ,enefit o ,eneficiary Di%abilit1 ,enefit Termi&ati$& $( Em#l$1me&t3 a&' F$r(eit"re% Eligibility ,enefit .orfeit5res Early "etire4ent Di%trib"ti$& N$tice% a&' Met/$'% $( Pa1me&t otice to !r5stee '5bse95ent otices !i4e and 0ethods of Pay4ent (i4itations on Pay4ent Page 2 of 23

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Profit 'haring Plan

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

0inority or *isability Pay4ents 5! S#ecial G$*er&me&tal Re6"ireme&t% (i4it on Ann5al Additions Under [CO*E 'EC!&O $ !op:+eavy "estrictions A'mi&i%trati$& Appoint4ent of Co44ittee Co44ittee Powers and *5ties Clai4s Proced5re Co44ittee Proced5res A5thori;ation of ,enefit Pay4ents Pay4ent of E<penses Unclai4ed ,enefits Tr"%t F"&' Establish4ent of !r5st .5nd Pay4ent of Contrib5tions to !r5st .5nd Ame&'me&t% "ight to A4end 7it/'ra8al a&' Termi&ati$& !ransfers of Plan Assets and Plan 0ergers Plan !er4ination '5spension and *iscontin5ance of Contrib5tions and Plan !er4ination (i95idation of !r5st .5nd Ge&eral Pr$*i%i$&% on:g5arantee of E4ploy4ent 0anner of Pay4ent on:alienation of ,enefits A4o5nts "et5rnable to the E4ployer )overning (aw

)!

+!

,!

-!

Profit 'haring Plan

Page = of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

PROFIT-SHARING PLAN FOR SELF-EMPLOYED INDIVIDUALS OF


Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

9COMPANE NAME:
PREAMBLE [CO0PA E A0E$ - organi;ed and e<isting 5nder the laws of the 'tate of ['!A!E>P"O/& CE$- hereby establishes a profit:sharing plan for its e4ployees as hereinafter defined- effective [!+E E..EC!&/E *A!E$. 'aid organi;ation- as part of the aforesaid Plan- adopts conc5rrently herewith a !r5st agree4ent creating a !r5st .5nd 7hereinafter at ti4es referred to as the ?.5nd?8- to which contrib5tions shall be 4ade and fro4 which benefits shall be paid in accordance with the ter4s and conditions thereof. !he Plan hereby established is conditioned 5pon its 95alification 5nder ['EC!&O $ of [CO*E$ - as a4ended fro4 ti4e to ti4e- with e4ployer contrib5tions being ded5ctible 5nder ['EC!&O $ of [CO*E$ or any other applicable sections thereof- as a4ended fro4 ti4e to ti4e. !he Plan is intended to 95alify as a profit:sharing plan.

0. PURPOSE AND DEFINITIONS 0.0 P"r#$%e;


!he p5rpose of this Plan is to enco5rage E4ployees to save and invest- syste4atically- a portion of their c5rrent Co4pensation in order that they 4ay have a so5rce of additional inco4e 5pon their "etire4ent or *isability- or for their fa4ily in the event of death. !he benefits provided by this Plan will be paid fro4 the !r5st .5nd and will be in addition to the benefits E4ployees are entitled to receive 5nder any other progra4s of the E4ployer. !his Plan and the separate related !r5st for4ing a part hereof are established and shall be 4aintained for the e<cl5sive benefit of the eligible E4ployees of the E4ployer and their ,eneficiaries. o part of the !r5st .5nd can ever revert to the E4ployer or be 5sed for or diverted to any other p5rpose other than for the e<cl5sive benefit of the E4ployees of the E4ployer and their ,eneficiaries- e<cept as provided in 'ection 2@.A hereof.

0.2 De(i&iti$&%;
1here the following words and phrases appear in this Plan- they shall have the respective 4eanings set forth below- 5nless the conte<t clearly indicates otherwiseB

Profit 'haring Plan

Page A of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

a1 Allocation Date: !he date as of which contrib5tions are allocated here5nder- which shall be
the last day of the Plan #ear. !he Co44ittee 4ay 5se 4ore fre95ent Allocation *ates if it so desires.

b1 Affiliated mployer: Any b5siness entity 7incl5ding an E4ployer here5nder8 that- together with
an E4ployer here5nder- constit5tes a controlled gro5p of corporations- a gro5p of trades or b5sinesses 5nder co44on control- or an affiliated service gro5p- all as defined in [CO*E 'EC!&O $ 7s5bCect- however- to the provisions of [CO*E 'EC!&O $ when applying the benefit li4itations of [CO*E 'EC!&O $8.

c1 !eneficiary: A person designated by a 0e4ber to receive benefits here5nder 5pon the death
of s5ch 0e4ber.

d1 "ode: !he ['EC!&O $ of [CO*E$ - as a4ended fro4 ti4e to ti4e. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. e1 "ommittee: !he person or persons appointed to ad4inister the Plan in accordance with
Article D&& hereof.

f1 "ompensation: As to Owner:E4ployees and any partner who owns less [E$ capital or profits
interest in the trade or b5siness- Co4pensation 4eans the Earned &nco4e of s5ch individ5alwhich is net inco4e fro4 self:e4ploy4ent derived fro4 the b5siness with respect to which the Plan is established- provided his personal services are a 4aterial inco4e prod5cing factor in s5ch b5siness- deter4ined witho5t regard to ite4s which are not incl5ded in gross inco4e for p5rposes of federal inco4e ta< and the ded5ctions properly allocable to or chargeable against s5ch ite4s- and deter4ined after ded5ction for contrib5tions on behalf of said Owner: E4ployee and all other E4ployees. Earned &nco4e also incl5des gains which are not treated 5nder the Code as gains fro4 the sale or e<change of capital assets and net earnings derived fro4 the sale or other disposition of- the transfer of any interest in- or the licensing of the 5se of property 7other than goodwill8 by an individ5al whose efforts created s5ch property. &t is the intent of the foregoing to incorporate the definition of earned inco4e as set forth in [CO*E 'EC!&O $. As to any other E4ployee- the total cash re45neration paid to the E4ployee for a calendar year by an E4ployer 7or predecessor co4pany8 for personal services as reported on the E4ployeeFs federal inco4e ta< withholding state4ent or state4ents. Effective for the Plan #ear beginning in [year$- this Plan shall not ta6e into consideration co4pensation in e<cess of [A0OU !$- as inde<ed 5nder [CO*E 'EC!&O $- in co4p5ting any Plan benefits.

g1 "overed mployment: !he e4ploy4ent category for which the Plan is 4aintained- which
incl5des any e4ploy4ent with the E4ployer.

h1 Disa#ility: A physical or 4ental condition which- in the C5dg4ent of the Co44ittee- totally and
pres54ably per4anently prevents an E4ployee fro4 engaging in s5bstantial gainf5l e4ploy4ent with his E4ployer.

i1 21

ffective Date: [E..EC!&/E *A!E$. mployee: Any person who- on or after the Effective *ate- is receiving re45neration for Page G of 23

Profit 'haring Plan

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

personal services rendered as a co44on law e4ployee of the E4ployer or Affiliated E4ployer 7or who wo5ld be receiving s5ch re45neration e<cept for an a5thori;ed (eave of Absence8- or any Owner E4ployee- or a partner who has less than a [E$ capital or profits interest in the trade or b5siness. !his Plan shall not cover leased e4ployees. .or this p5rpose- a ?leased e4ployee? 4eans any person who on or after [*A!E$- and p5rs5ant to an agree4ent between the E4ployer and any other person 7?leasing organi;ation?8 has perfor4ed services for the E4ployer 7or for the E4ployer and related persons deter4ined in accordance with [CO*E 'EC!&O $ on a s5bstantially f5ll:ti4e basis for a period of at least one year and s5ch services are of a type historically perfor4ed by e4ployees in the b5siness field of the E4ployer.

31 l1

mployer: [CO0PA E

A0E$

$%&A: [CO*E 'EC!&O $- as a4ended fro4 ti4e to ti4e.

41 %ndividual Account: Each of the acco5nts 4aintained by the Co44ittee showing the individ5al
interests in the !r5st .5nd of each 0e4ber- for4er 0e4ber- and ,eneficiary- as described in 'ection G.2 hereof.

n1 'eave of A#sence: Any absence fro4 service a5thori;ed by an E4ployer 5nder s5ch
E4ployerFs standard personnel practices- provided that all persons 5nder si4ilar circ54stances 45st be treated ali6e in the granting of s5ch (eaves of Absence- and provided f5rther that the E4ployee ret5rns or retires within the period specified in the a5thori;ed (eave of Absence.

o1 'imitation Year: !he year 5sed in applying [CO*E 'EC!&O $- which year is [#EA"$. p1 (em#er: An E4ployee who has 4et the eligibility re95ire4ents for participation set forth in
Article && hereof- or a for4er 0e4ber for who4 an &ndivid5al Acco5nt contin5es to be 4aintained here5nder.

51 )ormal $etirement Date: !he [ U0,E"$ birthday of a 0e4ber. r1 Owner- mployee: A sole proprietor or partner who owns 4ore than [E$ of either the capital
interest or profits interest of a trade or b5siness.

s1 *lan: [ A0E O. !+E P(A $- the Plan set forth herein as a4ended fro4 ti4e to ti4e. t1 *lan Administrator: [ A0E O. P(A A*0& &'!"A!O"$. 61 *lan Year: Each ann5al period beginning on [P(A #EA" '!A"!& ) *A!E$ and ending on
[P(A #EA" E *& ) *A!E$.

v1 $etirement: !er4ination of e4ploy4ent with all Affiliated E4ployers after a 0e4ber has
reached his or4al "etire4ent *ate. "etire4ent shall be considered as co44encing on the day i44ediately following a 0e4berFs last day of e4ploy4ent 7or a5thori;ed (eave of Absence- if later8.

w1 &ervice: A period or periods of e4ploy4ent of an E4ployee as described in Article && hereof. 71 Trust Agreement: [ A0E O. !"U'! A)"EE0E !$- as a4ended fro4 ti4e to ti4e- which
constit5tes a part of this Plan. Profit 'haring Plan Page 3 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

y1 Trust or Trust +und: !he f5nd 4aintained in accordance with the ter4s of the !r5st
Agree4ent.

81 Trustee: !he corporation or individ5als appointed by the E4ployer to ad4inister the !r5st in
accordance with the !r5st Agree4ent.

aa1 ,aluation Date: !he date as of which the !r5st .5nd is val5ed and gains or losses allocatedwhich shall be the last day of each Plan #ear. !he Co44ittee 4ay 5se 4ore fre95ent /al5ation *ates if it so desires.

0.9 C$&%tr"cti$&;
!he 4asc5line gender- where appearing in the Plan- shall be dee4ed to incl5de the fe4inine gender5nless the conte<t indicates to the contrary.

2. SERVICE CREDIT AND PARTICIPATION 2.0 H$"r $( Ser*ice; a1 -ours of &ervice "redit .sed for All *urposes: An +o5r of 'ervice is any ho5r for which an
E4ployee is directly or indirectly paid or entitled to pay4ent for the perfor4ance of d5ties 7irrespective of whether the e4ploy4ent relationship has ter4inated8 or for certain reasons other than the perfor4ance of d5ties- incl5ding any ho5r for which bac6 pay 7irrespective of 4itigation of da4ages8 is d5e- by the E4ployer or Affiliated E4ployer. '5ch pay4ent for reasons other than the perfor4ance of d5ties 45st be d5e to vacationholiday- illness- incapacity 7incl5ding disability8- lay:off- C5ry d5ty- 4ilitary d5ty- or (eave of AbsenceH provided- however- that no +o5r of 'ervice need be credited for pay4ents received solely for the p5rpose of co4plying with applicable wor6ersF co4pensation or 5ne4ploy4ent or disability ins5rance laws or for pay4ents received solely for rei4b5rsing the E4ployee for 4edical or 4edically related e<penses. &t is f5rther provided that no 4ore than [ U0,E"$ +o5rs of 'ervice credit need be given for each single contin5o5s period for which an E4ployee is paid for reasons other than the perfor4ance of d5ties. !he deter4ination of s5ch +o5rs of 'ervice for the nonperfor4ance of d5ties shall be in accordance with [CO*E$. +o5rs of 'ervice credit at the rate of [ U0,E"$ ho5rs per wee6 shall also be granted for any non:paid period of absence a5thori;ed by the E4ployer in accordance with its 5nifor4 (eave of Absence policy for granting s5ch credit or for 4ilitary d5ty to the e<tent re95ired 5nder federal law. Each +o5r of 'ervice earned by any E4ployee shall be credited to hi4 as of the ti4e when he act5ally earned s5ch +o5r e<cept as otherwise per4issible or re95ired 5nder [CO*E 'EC!&O $. &n no event an E4ployee receive credit for the sa4e +o5rs 4ore than once.

b1 -ours of &ervice "redit .sed Only for *urposes of Determination of !reaks in &ervice: 'olely
for p5rposes of deter4ining whether an E4ployee has inc5rred a [ U0,E"$ year ,rea6 in 'ervice- +o5rs of 'ervice Credit shall be given 7if not already given 5nder 7a8 above in this 'ection8 for any absence- beginning after [*A!E$- by reason of pregnancy of the E4ployeebirth of the E4ployeeFs child- place4ent of a child with the E4ployee in connection with the adoption of s5ch child by said E4ployee- and absence for p5rposes of caring for s5ch child for a period beginning i44ediately following s5ch birth or place4ent.

Profit 'haring Plan

Page I of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

o 4ore than [ U0,E"$ +o5rs of 'ervice Credit need be given for s5ch periods of absenceand the credit given shall be the +o5rs of 'ervice which otherwise wo5ld nor4ally have been credited to s5ch E4ployee b5t for s5ch absence. &n any case in which ho5rly records are not 4aintained- +o5rs of 'ervice credit shall be given at the rate of [ U0,E"$ ho5rs for each day of s5ch absence. 'aid +o5rs of 'ervice shall be credited in the [ U0,E"$ 4onth co4p5tation period specified 5nder 'ection 2.2 hereof d5ring which said absence began only if the E4ployee wo5ld be prevented fro4 inc5rring a ,rea6 in 'ervice in said period by treating said periods of absence as +o5rs of 'erviceH however- if said E4ployee wo5ld not inc5r a ,rea6 in 'ervice d5ring said period- s5ch +o5rs of 'ervice shall be credited in the i44ediately following period.

2.2 Ser*ice;
'ervice is the period of e4ploy4ent 5sed in deter4ining eligibility for participation in this Plan- as well as in deter4ining eligibility for benefits. '5bCect to the loss of service r5les below in this Article- a year of 'ervice is the [ U0,E"$ 4onth period beginning with the date of the E4ployeeFs first +o5r of 'ervice if he co4pletes at least [ U0,E"$ +o5rs of 'ervice d5ring s5ch [ U0,E"$ 4onth period- and is any Plan #ear following s5ch date d5ring which he co4pletes at least [ U0,E"$ +o5rs of 'ervice.

2.9 Brea< i& Ser*ice;


.or p5rposes of deter4ining 'ervice- an E4ployee shall have a year of ,rea6 in 'ervice for the [ U0,E"$ 4onth period beginning with the date of his first +o5r of 'ervice and for any Plan #ear following s5ch date if d5ring s5ch [ U0,E"$ 4onth period of s5ch Plan #ear he co4pletes [ U0,E"$ or fewer +o5rs of 'ervice.

2.: L$%% $( Ser*ice;


&f an E4ployee who does not have any vested benefit here5nder has a ter4ination of e4ploy4ent that res5lts in at least [ U0,E"$ consec5tive years of ,rea6s in 'ervice that are e95al to or greater than the total years of 'ervice- then he shall lose all s5ch prior 'ervice previo5sly accr5ed here5nder.

2.; M"lti#le Tra'e% a&' B"%i&e%%e%;


&f this Plan provides contrib5tions or benefits for one or 4ore Owner:E4ployees who control both the b5siness with respect to which this Plan is established and one or 4ore other trades or b5sinesses- this Plan and the plan established with respect to s5ch other trades or b5sinesses 45st- when loo6ed at as a single plan- satisfy [CO*E 'EC!&O $ with respect to the E4ployees of this and all s5ch other trades or b5sinesses. &f this Plan provides contrib5tions or benefits for one or 4ore Owner:E4ployees who control one or 4ore other trades or b5sinesses- the E4ployees of each s5ch other trade or b5siness 45st be incl5ded in a plan which satisfies [CO*E 'EC!&O $ and which provides contrib5tions and benefits not less favorable than provided for s5ch Owner:E4ployees 5nder this Plan. &f an individ5al is covered as an Owner:E4ployee 5nder the plans of two or 4ore trades or b5sinesses which he does not control- and s5ch individ5al controls a trade or b5siness- then the contrib5tions or benefits of the E4ployees 5nder the plan of the trade or b5siness which he does control 45st be as favorable as those provided for hi4 5nder the 4ost favorable plan of the trade or b5siness which he does not control. .or p5rposes of the preceding paragraphs- an Owner:E4ployee- or [ U0,E"$ or 4ore Owner: E4ployees- shall be considered to control a trade or b5siness if s5ch Owner:E4ployee- or s5ch [ U0,E"$ or 4ore Owner:E4ployees togetherB

a1 own the entire interest in an 5nincorporated trade or b5sinessH or b1 in the case of a partnership- own 4ore than [E$ of either the capital interest or the profits
Profit 'haring Plan Page @ of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

interest in s5ch partnership.

2.< Partici#ati$& Ori=i&ati&= U&'er T/i% Pla&;


Each E4ployee shall beco4e a 4e4ber in this Plan on the first day of the 4onth 7i.e.- ?entry date?8 on which heB

a1 is in Covered E4ploy4entH b1 has attained his [ U0,E"$ birthdayH and c1 has co4pleted a year of 'ervice. 2.= Ce%%ati$& $( Partici#ati$& Ser*ice a&' Ree&tr1;
&f an E4ployee has a year or 4ore of ,rea6s in 'ervice- or if he leaves Covered E4ploy4ent- before he has beco4e a 0e4ber here5nder- he will- following s5ch ,rea6 in 'ervice or interr5ption of Covered E4ploy4ent- beco4e a 0e4ber on the first entry date specified in 'ection 2.3 hereof after he 4eets the re95ire4ents for participation specified in 'ection 2.3 hereof. .or p5rposes of deter4ining whether an E4ployeeFs prior Participation 'ervice is to be co5nted toward s5ch re95ire4ents- the provisions of 'ection 2.A hereof shall be applicable. &f an E4ployee has a year or 4ore of ,rea6s in 'ervice- or if he leaves Covered E4ploy4ent- after he has beco4e a 0e4ber here5nder b5t before he has any vested benefit here5nder- he will cease his participation in this Plan- b5t will- i44ediately following s5ch ,rea6 in 'ervice or interr5ption of Covered E4ploy4ent- again beco4e a 0e4ber provided he then 4eets the re95ire4ents for participation specified above in this Article. &f the E4ployee does not then 4eet s5ch re95ire4ents- he shall beco4e a 0e4ber on the first entry date specified in 'ection 2.3 hereof after he does 4eet s5ch re95ire4ents. .or p5rposes of deter4ining whether an E4ployeeFs prior Participation 'ervice is to be co5nted toward s5ch re95ire4ents- the provisions of 'ection 2.A hereof shall be applicable. &f an E4ployee has a year or 4ore of ,rea6s in 'ervice- or if he leaves Covered E4ploy4ent- after he has a vested benefit here5nder- he will cease his participation in this Plan- b5t will- i44ediately following s5ch ,rea6 in 'ervice or interr5ption of Covered E4ploy4ent- again beco4e a 0e4ber here5nderprovided he is in Covered E4ploy4ent.

9. CONTRIBUTIONS 9.0 C$&trib"ti$&% b1 Em#l$1er;


!he E4ployer shall- d5ring a Plan #ear- contrib5te to the !r5st an a4o5nt deter4ined at the E4ployerFs discretion. '5ch contrib5tion is for allocation- in accordance with 'ection A.2 hereof- a4ong E4ployer Contrib5tion Acco5nts of 0e4bers whoB 7i8 are e4ployed by the E4ployer on the Allocation *ate and 7ii8 have co4pleted at least [ U0,E"$ +o5rs of 'ervice d5ring s5ch Plan #ear- or 7iii8 ceased e4ploy4ent d5e to "etire4ent- *eath or *isability since the last Allocation *ate. otwithstanding the above- s5ch contrib5tions shall be 4ade only fro4 the E4ployerFs c5rrent or retained earnings or profits and shall be li4ited to the a4o5nt ded5ctible by the E4ployer 5nder [CO*E 'EC!&O $. '5ch contrib5tions shall be trans4itted to the !r5stee as soon as practicable after s5ch contrib5tions are 4ade. Profit 'haring Plan Page J of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

9.2 Member V$l"&tar1 C$&trib"ti$&%;


1hen he beco4es a 0e4ber here5nder and as of the beginning of each Plan #ear thereafter- a 0e4ber 4ay- thro5gh payroll ded5ction- elect to 4a6e vol5ntary contrib5tions here5nder 7on an after:ta< basis8 in a whole a4o5nt or a whole percentage of his Co4pensation. An election to 4a6e s5ch contrib5tions shall be 4ade on s5ch for4s and at s5ch ti4es as the Co44ittee 4ay prescribe and shall be effective on a Plan #ear basis- provided that changes- s5spensions or discontin5ance of contrib5tions 4ay be 4ade by the 0e4ber d5ring a Plan #ear only if per4itted by the Co44ittee. A 0e4berFs contrib5tions shall be trans4itted to the !r5stee of the !r5st .5nd by the E4ployer as soon as reasonably practicable- b5t no later than [ U0,E"$ days after the date on which the contrib5tion was 4ade. A 0e4ber 4ay withdraw all or any part of his E4ployee Contrib5tion Acco5nt by filing a written application on a for4 to be prescribed by the Co44ittee- with at least [ U0,E"$ daysF advance noticeno 4ore than once in any Plan #ear. !he e4ployee contrib5tions per4issible 5nder this 'ection shall be s5bCect to the nondiscri4ination tests set forth in [CO*E 'EC!&O $. !he provisions of [CO*E 'EC!&O $ and the reg5lations- there 5nder- are hereby incorporated by reference.

9.9 N$ C$&trib"ti$&% b1 Member%;


0e4bers are not re95ired or per4itted to 4a6e any contrib5tions 5nder this Plan.

:. INDIVIDUAL ACCOUNTS AND ALLOCATIONS :.0 E%tabli%/me&t $( I&'i*i'"al Acc$"&t%;


!he Co44ittee shall create and 4aintain ade95ate records to reflect at all ti4es the interest in the !r5st .5nd of each 0e4ber. '5ch records shall be in the for4 of separate &ndivid5al Acco5nts for each 0e4ber who has an interest in the !r5st .5nd- s5ch acco5nts to be referred to as followsB

a1 b1

mployer "ontri#ution Account: !he acco5nt representing contrib5tions 4ade by the E4ployer 5nder 'ection =.2 hereof and gains or losses allocable thereto. mployee "ontri#ution Account: !he acco5nt representing contrib5tions 4ade by 0e4bers 5nder 'ection =.2 hereof and gains or losses allocable thereto.

Credits and charges shall be 4ade to s5ch acco5nts in the 4anner herein described. !he &ndivid5al Acco5nts are pri4arily for acco5nting p5rposes- and a segregation of the assets of the !r5st .5nd to each acco5nt by the !r5stee shall not be re95ired. *istrib5tions and withdrawals 4ade fro4 an acco5nt shall be charged to the acco5nt as of the date when paid. :.2 All$cati$& $( Em#l$1er C$&trib"ti$&%; Each contrib5tion for 0e4bers eligible 5nder 'ection =.2 hereof shall be allocated a4ong eligible 0e4bersF E4ployer Contrib5tion Acco5nts as of the Allocation *ate which falls on the last day of the Plan #ear for which s5ch contrib5tion is 4ade here5nder. Allocations to any 0e4ber shall be 4ade on the basis of Co4pensation received d5ring the Plan #ear while he was a 0e4ber here5nder. '5ch allocations shall be 4ade to each s5ch 0e4ber in the ratio that s5ch Co4pensation for the Plan #ear bears to the total of all s5ch Co4pensation of all 0e4bers for the Plan #ear.

:.9 All$cati$& $( Gai&% a&' L$%%e%;


)ains or losses of the !r5st .5nd shall be allocated as of each /al5ation *ate as followsB Profit 'haring Plan Page 20 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

a1 !he Co44ittee shall- before ta6ing into acco5nt the contrib5tions and the forfeit5res for the
period since the last preceding /al5ation *ate- deter4ine the then 4ar6et val5e of the .5nd and the net gain or loss of the .5nd fro4 the preceding val5ation- incl5ding e<penses of ad4inistration and charges against s5ch .5nd.

b1 !he Co44ittee shall deter4ine the total aggregate val5e of all &ndivid5al Acco5nts as shown
in its records for the preceding /al5ation *ate. !he balance of any s5ch &ndivid5al Acco5nt shall be red5ced by any a4o5nts paid there fro4 since the last /al5ation *ate. !he balance shall be the val5e 5sed in 7c8 below.

c1 !he Co44ittee shall then adC5st the val5e of each &ndivid5al Acco5nt by crediting each s5ch
&ndivid5al Acco5nt with its proportion of the net gain if there is a gain or charging it with its proportion of the net loss if there is a lossH the proportion to be so credited or charged to each &ndivid5al Acco5nt shall be calc5lated by 45ltiplying s5ch gain or loss by a fraction- the n54erator of which is the then val5e of said &ndivid5al Acco5nt and the deno4inator of which is the then aggregate val5e of all &ndivid5al Acco5nts within the !r5st .5nd.

:.: All$cati$& $( F$r(eit"re%;


.orfeit5res shall be allocated as of the Allocation *ate falling on the last day of the Plan #ear. Any forfeit5re shall be allocated as of the first s5ch Allocation *ate which occ5rs after s5ch forfeit5re is available- in accordance with 'ection @.= hereof- for allocation. &n order to be entitled to receive an allocation of a forfeit5re to be allocated at the end of any Plan #ear a 0e4ber 45st 7i8 be e4ployed by the E4ployer on s5ch Allocation *ate- and 7ii8 have co4pleted [ U0,E"$ +o5rs of 'ervice d5ring s5ch Plan #ear- or 7iii8 have ceased e4ploy4ent d5e to "etire4ent- *eath or *isability since the last Allocation *ate. !he allocation to each s5ch 0e4ber shall be in the ratio that s5ch 0e4berFs Co4pensation received d5ring s5ch Plan #ear while he was a 0e4ber here5nder bears to the total of all s5ch Co4pensation of all 0e4bers for s5ch Plan #earH provided- however- if forfeit5res available for allocation wo5ld ca5se the li4itation 7[CO*E 'EC!&O $8 described in 'ection 20.2 hereof to be e<ceeded- then the a4o5nt by which s5ch forfeit5res e<ceed the li4itation shall be credited to and held 5nallocated in a s5spense acco5nt 5ntil the ne<t s5cceeding Allocation *ate when s5ch a4o5nts can be allocated witho5t e<ceeding s5ch li4itation.

:.; N$ti(icati$& t$ Member%;


At least once ann5ally the Co44ittee shall advise each 0e4ber for who4 an &ndivid5al Acco5nt is held here5nder of the then val5e of s5ch acco5nt.

;. RETIREMENT ;.0 Be&e(it;


Upon his or4al "etire4ent *ate- a 0e4ber shall have a f5lly vested and non:forfeitable interest in his &ndivid5al Acco5nts here5nder. *istrib5tion will be 4ade 5pon his "etire4ent. !he a4o5nt of his &ndivid5al Acco5nts shall be the balance as of the /al5ation *ate conc5rrent with or ne<t preceding the date of his "etire4ent- pl5s any contrib5tions allocated to his &ndivid5al Acco5nts since s5ch /al5ation *ate- e<cept that- if a retired 0e4ber who retired other than on a /al5ation *ate so elects- his balance shall be deter4ined as of the /al5ation *ate ne<t following the date of his "etire4ent- incl5ding allocation of any contrib5tion then being allocated here5nder- as if he 4et any applicable e4ploy4ent and service re95ire4ents for s5ch contrib5tion. Pay4ent shall be 4ade at the ti4e and in the 4anner provided in Article &D hereof- s5bCect- however- to the distrib5tion provisions of the following paragraph. otwithstanding the above- if- at any ti4e d5ring the Plan #ear ending in the calendar year a 0e4ber Profit 'haring Plan Page 22 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

attains age [A)E$- then in no event shall distrib5tion of his &ndivid5al Acco5nts be delayed beyond April 2st of the calendar year following the calendar year in which s5ch 0e4ber attains age [A)E$ regardless of whether he had act5ally retired- provided- however- that s5ch restriction shall only apply to [E$ owners.

<. DEATH <.0 De%i=&ati$& $( Be&e(iciar1;


Each 0e4ber and for4er 0e4ber 4ay- fro4 ti4e to ti4e- designate [ U0,E"$ or 4ore pri4ary ,eneficiaries and contingent ,eneficiaries to receive benefits payable here5nder in the event of the death of s5ch 0e4ber or for4er 0e4ber. &f a 4arried E4ployee wishes to designate so4eone other than his spo5se to be a pri4ary ,eneficiary- s5ch designation will not beco4e effective 5nless his spo5se 7if his spo5se can be located8 consents in writing to s5ch designation- ac6nowledges the effect of s5ch designation and has s5ch consent and ac6nowledg4ent witnessed by the Plan representative or a notary p5blic. A spo5seFs consent shall be valid 5nder this Plan only with respect to the specified ,eneficiary or ,eneficiaries designated by the Participant. &f the ,eneficiary or ,eneficiaries are s5bse95ently changed by the 0e4ber- a new consent by the spo5se will be re95ired. '5ch designation shall be 4ade in writing 5pon a for4 provided by the Co44ittee and shall be filed with the Co44ittee. !he last s5ch designation filed with the Co44ittee shall control.

<.2 Be&e(it;
Upon the death of an E4ployee who is a 0e4ber- his designated ,eneficiary- or ,eneficiaries- shall be f5lly vested with respect to the balance of his &ndivid5al Acco5nts as of the /al5ation *ate conc5rrent with or ne<t preceding the date of his death- pl5s any contrib5tions allocated to the 0e4berFs &ndivid5al Acco5nts since s5ch /al5ation *ate- e<cept that- if the ,eneficiary of a 0e4ber who died other than on a /al5ation *ate so elects- s5ch balance shall be deter4ined as of the /al5ation *ate ne<t following the date of death- incl5ding allocation of any contrib5tion then being allocated here5nder as if the 0e4ber had 4et any applicable e4ploy4ent and service re95ire4ents for s5ch contrib5tion. Pay4ent shall be 4ade at the ti4e and in the 4anner provided in Article &D hereof.

<.9 N$ Be&e(iciar1;
&f a 0e4ber or for4er 0e4ber dies witho5t a ,eneficiary s5rviving hi4- or if all his ,eneficiaries die before receiving the pay4ent to which they are entitled- then the a4o5nt- if any- re4aining in each 0e4berFs &ndivid5al Acco5nt shall be paid to the following- with priority as followsB

a1 the 0e4berFs s5rviving spo5seH b1 the 0e4berFs children and children of deceased children- per stripsH c1 the 0e4berFs parentsH d1 the 0e4berFs brothers and sisters- or if deceased- the children of s5ch brothers and sistersper stripsH

e1 the 0e4berFs estate.


A certified copy of a death certificate shall be s5fficient evidence of death and the Co44ittee shall be f5lly protected in relying thereon. !he Co44ittee 4ay accept other evidence of death at its own discretion.

Profit 'haring Plan

Page 22 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

=. DISABILITY =.0 Be&e(it;


&n the event of the *isability of a 0e4ber- he shall be f5lly vested with respect to the balance of his &ndivid5al Acco5nts as of the /al5ation *ate conc5rrent with or ne<t preceding the date of his *isabilitypl5s any contrib5tions allocated to his &ndivid5al Acco5nts since s5ch /al5ation *ate- e<cept that- if a 0e4ber whose date of *isability is other than on a /al5ation *ate so elects- s5ch balance shall be deter4ined as of the /al5ation *ate ne<t following the date of *isability- incl5ding allocation of any contrib5tion then being allocated here5nder- as if he 4et any applicable e4ploy4ent and service re95ire4ents for s5ch contrib5tion. Pay4ents shall be 4ade at the ti4e and in the 4anner provided in Article &D hereof.

>. TERMINATION OF EMPLOYMENT3 AND FORFEITURES >.0 Eli=ibilit1;


&f a 0e4berFs e4ploy4ent with all Affiliated E4ployers shall ter4inate for any reason other than his "etire4ent 5nder Article /- death 5nder Article /&- or *isability 5nder Article /&&- s5ch 0e4ber shall be entitled to s5ch benefits as are hereinafter provided by 'ection @.2.

>.2 Be&e(it;
A 0e4ber to who4 the provisions of 'ection @.2 are applicable shall be entitled toB

a1 !he balance in the 0e4berFs E4ployee Contrib5tion Acco5nt- as of the /al5ation *ate
conc5rrent with or ne<t preceding the date of ter4ination- pl5s any contrib5tions allocated to any s5ch acco5nts since s5ch /al5ation *ate.

b1 !he ?vested percentage? of his E4ployer Contrib5tion Acco5nt. '5ch a4o5nt shall be e95al
to a percentage of the balance in s5ch &ndivid5al Acco5nt as of the /al5ation *ate conc5rrent with or ne<t preceding the date of s5ch ter4ination. !he percentage to which he shall be so vested and entitled shall be deter4ined in accordance with the following sched5leB "ompleted Years of &ervice ,ested *ercentage [E$ [E$ [E$ [E$ [E$ [E$

(ess than = years . . . . . . . . . . . . . . . . . . . . . . . = years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I years . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

&f- before he was f5lly vested- a 0e4ber has previo5sly received any a4o5nt fro4 his E4ployer Contrib5tion Acco5nt d5e to a prior ter4ination of e4ploy4ent- b5t received restoration of an otherwise forfeitable a4o5nt d5e to his res54ption of e4ploy4ent within the ti4e period specified in 'ection @.2 hereof- then his vested E4ployer Contrib5tion Acco5nt shall- 5pon any s5bse95ent ter4ination of e4ploy4ent 5nder this Article- be e95al to the s54 of 728 and 728- 45ltiplied by 7=8- 4in5s 728- where said 728- 728 and 7=8 are deter4ined as followsB 28 !he s54 of all s5ch a4o5nts previo5sly received fro4 s5ch &ndivid5al Acco5nt. 28 !he balance of s5ch &ndivid5al Acco5nt as of the date of his latest ter4ination of e4ploy4ent. =8 !he vested percentage applicable to the 0e4ber in accordance with the above sched5le as of the date of his latest ter4ination of e4ploy4ent.

Profit 'haring Plan

Page 2= of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

>.9 F$r(eit"re%;
A 0e4ber to who4 this Article is applicable shall forfeit that portion of the a4o5nt in his E4ployer Contrib5tion Acco5nt to which he is not entitled 5nder 'ection @.2 hereof and the a4o5nt th5s forfeited shall re4ain in the !r5st .5nd and shall- as of the Allocation *ate following the 0e4berFs ter4ination of e4ploy4ent- be released for reallocation here5nder. &f s5ch for4er 0e4ber res54es Covered E4ploy4ent before having a [ U0,E"$ year ,rea6 in 'ervice and 4a6es the repay4ent described in the following paragraph- a special contrib5tion- e95al to the forfeited a4o5nt- will be 4ade to restore s5ch forfeited a4o5nt to his E4ployer Contrib5tion Acco5nt. '5ch special contrib5tion shall- to the e<tent possible- be 4ade fro4 any other 0e4bersF forfeit5res then available for allocation here5nder and- to the e<tent s5ch other forfeit5res are not s5fficient- s5ch special contrib5tion shall be 4ade by the E4ployer. &n order to receive the restoration described in the above paragraph- the 0e4ber 45st- within [ U0,E"$ years of his reentry into Covered E4ploy4ent- repay to this Plan the a4o5nt of any distrib5tion he received here fro4 on acco5nt of s5ch ,rea6 in 'ervice- e<cept for the a4o5nt of s5ch distrib5tion attrib5table to vol5ntary E4ployee contrib5tions.

>.: Earl1 Retireme&t;


A 0e4ber 4ay co44ence ?early retire4ent? on or after age [A)E$ provided he has co4pleted [& 'E"! 0AD&0U0 #EA"' ECE''A"# !O /E'! [E$ & ,E E.&!'$ years of service with the E4ployer.

?. DISTRIBUTION NOTICES AND METHODS OF PAYMENT ?.0 N$tice t$ Tr"%tee;


As soon as practicable after a 0e4ber beco4es entitled to a distrib5tion here5nder the Co44ittee shall give written notice to the !r5stee- which notice shall incl5de s5ch of the following infor4ation and directions as are necessary or advisable 5nder the circ54stancesB

a1

a4e and address of the 0e4ber.

b1 "eason for the distrib5tion. c1


a4e and address of the ,eneficiary or ,eneficiaries in case of a 0e4berFs death.

d1 !i4e- 4anner and a4o5nt of pay4ents to be 4ade p5rs5ant to 'ection J.= hereof. ?.2 S"b%e6"e&t N$tice%;
At any ti4e after giving the notice as provided for in 'ection J.2 hereof- the Co44ittee 4ay 4odify s5ch original notice or any s5bse95ent notice- by 4eans of a f5rther written notice to the !r5stee- b5t any action ta6en or pay4ents 4ade by the !r5stee p5rs5ant to a prior notice shall not be affected by a s5bse95ent notice.

?.9 Time a&' Met/$'% $( Pa1me&t;


Pay4ents of a benefit shall co44ence as soon as practicable after s5ch benefit beco4es distrib5table here5nder- s5bCect to the followingB

a1 &n no event 75nless re95ested by the payee8 shall pay4ents co44ence later than as of a
date [ U0,E"$ days after the close of the Plan #ear in which a 0e4berFs e4ploy4ent with Profit 'haring Plan Page 2A of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

all Affiliated E4ployers ter4inates 7for whatever reason8 or- if later- in which the 0e4ber attains his or4al "etire4ent *ate.

b1 A for4er E4ployee 4ay elect to delay his distrib5tionH however- in no event shall his
distrib5tion be delayed beyond [*A!E$ of the calendar year following the calendar year in which s5ch for4er E4ployee attains age [A)E$. 1hen benefits beco4e payable- the 0e4ber shall direct that s5ch benefits shall be paid in one 728 of the following ways- or a co4bination thereofB

i1 ii1

(54p s54- payable in cash- or in 6ind. '5bstantially level periodic install4ents- with any balance- 5pon the 0e4berFs death- payable to his ,eneficiary.

&n the event distrib5tion is delayed or in the event distrib5tion is in install4ents- the allocation of gains or losses described in 'ection A.= hereof shall contin5e to be applicable to the &ndivid5al Acco5nts 5ntil f5lly distrib5ted 75nless the payee elects to have the !r5stee deposit the payeeFs &ndivid5al Acco5nt balances in a federally ins5red savings acco5nt in a ban6 or savings and loan association- in the !r5steeFs na4e- in which case- s5ch balances shall- 5ntil co4pletely paid- receive s5ch earnings as shall be earned by said savings acco5nt8.

?.: Limitati$&% $& Pa1me&t;


All benefits payable 5nder 'ection J.= hereof shall be 4ade over a period no longer than the life e<pectancy of the 0e4ber or the Coint life and last s5rvivor e<pectancy of the 0e4ber and his ,eneficiary.

?.; Mi&$rit1 $r Di%abilit1 Pa1me&t%;


*5ring the 4inority or inco4petency of any person entitled to received benefits here5nder- the Co44ittee 4ay direct the !r5stee to 4a6e pay4ents or distrib5tions to the g5ardian of s5ch person- or other persons as 4ay be directed by the Co44ittee. either the Co44ittee nor the !r5stee shall be re95ired to see to the application of any pay4ents so 4ade- and the receipt of the payee 7incl5ding the endorse4ent of a chec6 or chec6s8 shall be concl5sive as to all interested parties.

00. SPECIAL GOVERNMENTAL RE>UIREMENTS 00.0


Limit $& A&&"al A''iti$&%; Contrib5tions here5nder shall be s5bCect to the li4itations of [CO*E 'EC!&O $- as provided in this 'ection.

a1 Definitions: .or p5rposes of this 'ection the following definitions shall applyB 01 /Annual Addition/ shall 4ean the s54 of the following additions to a 0e4berFs &ndivid5al
Acco5nt for the (i4itation #earB

i1 E4ployer contrib5tionsH ii1 E4ployee after:ta< contrib5tionsH and iii1 .orfeit5res- if any.
Profit 'haring Plan Page 2G of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

21 / arnings/ for an (i4itation #ear shall be the E4ployeeFs earned inco4e- wagessalaries- and fees for professional services- and other a4o5nts received for personal services act5ally rendered in the co5rse of e4ploy4ent with the E4ployer 7incl5ding- b5t not li4ited to- co44issions paid sales4en- co4pensation for services on the basis of a percentage of profits- co44issions on ins5rance pre4i54s- tips and bon5ses8- provided s5ch a4o5nts are act5ally paid or incl5dible in gross inco4e d5ring s5ch year. Earnings shall e<cl5de the followingB

i1

E4ployer contrib5tions to a plan of deferred co4pensation which are not incl5ded in the E4ployeeFs gross inco4e for the ta<able year in which contrib5ted or E4ployer contrib5tions 5nder a si4plified e4ployee pension plan to the e<tent s5ch contrib5tions are ded5ctible by the E4ployee or any distrib5tions fro4 a plan of deferred co4pensationH A4o5nts reali;ed fro4 the e<ercise of a non95alified stoc6 option- or when restricted stoc6 7or property8 held by the E4ployee either beco4es freely transferable or is no longer s5bCect to a s5bstantial ris6 of forfeit5reH A4o5nts reali;ed fro4 the sale- e<change or other disposition of stoc6 ac95ired 5nder a 95alified stoc6 optionH and Other a4o5nts which received special ta< benefits- or contrib5tions 4ade by the E4ployer 7whether or not 5nder a salary red5ction agree4ent8 towards the p5rchase of an ann5ity described in [CO*E 'EC!&O $ 7whether or not the a4o5nts are act5ally e<cl5dable fro4 the gross inco4e of the E4ployee8.

ii1

iii1 iv1

b1 Defined "ontri#ution *lan0s1 Only: !he Ann5al Addition to a 0e4berFs &ndivid5al Acco5nt
here5nder 7together with the Ann5al Additions to the 0e4berFs acco5nt7s8 5nder any other defined contrib5tion plan7s8 4aintained by an Affiliated E4ployer8 for any (i4itation #ear 4ay not e<ceed the lesser ofB

01 [A0OU !$- and for each year thereafter the a4o5nt prescribed by the 'ecretary of the
!reas5ry- to ta6e into acco5nt any cost:of:living adC5st4ent 5nder [CO*E 'EC!&O $H or

21 [E$ of the 0e4berFs Earnings for the (i4itation #ear. c1 *efined Contrib5tion and *efined ,enefit PlansB &f- in any (i4itation #ear- a 0e4ber also
participates in one 728 or 4ore defined benefit plans 4aintained by any Affiliated E4ployer 7whether or not ter4inated8- then for s5ch (i4itation #ear- the s54 of the *efined ,enefit Plan .raction 7as defined below8 for s5ch (i4itation #ear and *efined Contrib5tion Plan .raction 7as defined below8 for s5ch (i4itation #ear shall not e<ceed one 72.08. !he *efined ,enefit .raction for any (i4itation #ear shall 4ean a fraction 7a8 the n54erator of which is the proCected ann5al benefit of the 4e4ber 5nder the defined benefit plan7s8 7deter4ined as of the close of the (i4itation #ear8- and 7b8 the deno4inator of which is the lesser of [E$ of the li4itation 5nder [CO*E 'EC!&O $ or [E$ of the percentage li4itation 5nder [CO*E 'EC!&O $ for the year of deter4ination 7ta6ing into acco5nt the effect of [CO*E 'EC!&O $. !he *efined Contrib5tion .raction for any (i4itation #ear shall 4ean a fraction 7a8 the n54erator of which is the s54 of the Ann5al Additions to the 4e4berFs acco5nts 5nder all defined contrib5tion plans 4aintained by an Affiliated E4ployer as of the close of the (i4itation #ear 7s5bCect to red5ction to the e<tent per4itted 5nder the transition r5le in [CO*E 'EC!&O $- and 7b8 the deno4inator of which is the Profit 'haring Plan Page 23 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

s54 of the lesser of [E$ of the li4itation 5nder [CO*E 'EC!&O $ or [E$ of the percentage li4itation 5nder [CO*E 'EC!&O $- for s5ch (i4itation #ear and for all prior (i4itation #ears d5ring which the E4ployee was e4ployed by an Affiliated E4ployer 7provided- however- at the election of the Co44ittee- the deno4inator shall be increased by 5sing for (i4itation #ears ending prior to [*A!E$- an a4o5nt e95al to the deno4inator in effect for the (i4itation #ear ending in [#EA"$- 45ltiplied by the transition fraction provided in [CO*E 'EC!&O $. &f- in any (i4itation #ear- the s54 of the *efined ,enefit Plan .raction and *efined Contrib5tion Plan .raction for a 0e4ber wo5ld e<ceed one 72.08 witho5t adC5st4ent of the a4o5nt of Ann5al Additions that can be allocated to s5ch 0e4ber 5nder paragraph 7b8 of this 'ection- then the a4o5nt of 4a<i454 ann5al benefit that can be paid to s5ch 0e4ber 5nder any defined benefit plan7s8 4aintained by an Affiliated E4ployer- shall be red5ced to the e<tent necessary to red5ce the s54 of the *efined ,enefit Plan .raction and *efined Contrib5tion Plan .raction for s5ch 0e4ber to one 72.08- or the Co44ittee 4ay ta6e s5ch other action as will ca5se the s54 to e95al one 72.08 or less.

00.2

T$#-Hea*1 Re%tricti$&%;

a1 Determination of Top--eaviness: '5bCect to 7b8 of this 'ection- this Plan will be considered to
be top:heavy in any Plan #ear if the aggregate val5e of the acco5nt balances of 6ey E4ployees here5nder is greater than [E$ of the aggregate val5e of all acco5nt balances here5nder. .or p5rposes of deter4ining whether s5ch top:heaviness e<ists in any s5ch Plan #ear the following provisions shall be applicableB

01 A 6ey E4ployee is an individ5al 7whether or not deceased8 who- at any ti4e d5ring the
[ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear- wasB

i1

an officer of the E4ployer of Affiliated E4ployer having an ann5al Co4pensation fro4 the E4ployer and>or Affiliated E4ployer greater than [E$ of the defined contrib5tion plan li4itation in effect 5nder [CO*E 'EC!&O $ for any s5ch Plan #ear 7e<cept that no 4ore than [ U0,E"$ E4ployees orif less- the greater of [ U0,E"$ and [E$ of the E4ployees- shall be treated as officers8- or one of the [ U0,E"$ E4ployees having an ann5al Co4pensation fro4 the E4ployer and>or Affiliated E4ployer greater than the defined contrib5tion plan li4itation in effect 5nder [CO*E 'EC!&O $and owning 7or considering as owning 5nder [CO*E 'EC!&O $ the largest interests in the E4ployer- or a [E$ owner of the E4ployer 7ta6ing into acco5nt ownership he wo5ld be considered to have 5nder [CO*E 'EC!&O $- or a [E$ owner of the E4ployer 7ta6ing into acco5nt ownership he wo5ld be considered to have 5nder [CO*E 'EC!&O $ having ann5al Co4pensation fro4 the E4ployer and>or an Affiliated E4ployer d5ring any calendar year of 4ore than [ U0,E"$.

ii1

iii1 iv1

21 .or p5rposes of this 'ection- if a for4er E4ployee has not received any Co4pensation
fro4 the E4ployer at any ti4e d5ring the [ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear- any acco5nt balance re4aining here5nder for s5ch for4er E4ployee shall not be ta6en into acco5nt. Also- any acco5nt balance attrib5table to Profit 'haring Plan Page 2I of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

ded5ctible e4ployee contrib5tions or attrib5table to a rollover initiated by an E4ployee fro4 the plan of an e4ployer that is not an Affiliated E4ployer shall not be ta6en into acco5nt 5nder this 'ection.

91 !he val5e of any acco5nt balance shall be deter4ined as of the 4ost recent /al5ation
*ate within the preceding Plan #ear- e<cept that in the first Plan #ear here5nder s5ch acco5nt balance shall be deter4ined as of the 4ost recent /al5ation *ate within s5ch first Plan #ear. '5ch val5e shall incl5de any contrib5tions allocable as of s5ch date.

:1 !he val5e of any acco5nt balance shall be increased to incl5de any pay4ent thereof
4ade here5nder prior to the /al5ation *ate as of which s5ch val5e is being deter4inedprovided any s5ch pay4ent was 4ade within the [ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear. &f an acco5nt balance has been f5lly paid o5t prior to s5ch /al5ation *ate- b5t within the [ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear- the a4o5nt thereof shall be ta6en into acco5nt- e<cept that s5ch a4o5nt shall not be ta6en into acco5nt here5nder if the paid o5t a4o5nt was either 7i8 rolled over or transferred to another plan of the E4ployer or Affiliated E4ployer or 7ii8 rolled over or transferred to any other plan b5t not at the direction of the E4ployee who had accr5ed s5ch acco5nt.

;1 &f an E4ployee or for4er E4ployee for who4 an acco5nt balance was 4aintained
here5nder died prior to s5ch /al5ation *ate- the val5e- if any- ta6en into acco5nt here5nder with respect to s5ch individ5al shall incl5de the s54 of any pay4ents 4ade to hi4 prior to s5ch /al5ation *ate and within the [ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear- together with the a4o5nt- as of s5ch /al5ation *ate- of any re4aining acco5nt balance payable here5nder to the ,eneficiary of s5ch individ5al pl5s the s54 of any pay4ents 4ade to s5ch ,eneficiary here5nder prior to s5ch /al5ation *ate and within the [ U0,E"$ Plan #ears i44ediately preceding the c5rrent Plan #ear.

<1 &f an E4ployee or for4er E4ployee 7whether or not deceased8 with respect to who4 an
acco5nt balance wo5ld be ta6en into acco5nt- as described above- was previo5sly a 6ey E4ployee- b5t as of the last day of the i44ediately preceding Plan #ear was no longer a 6ey E4ployee- then no acco5nt balance or pay4ents thereof with respect to hi4 or his ,eneficiary shall be ta6en into acco5nt in 4a6ing the top heavy deter4inations described in this 'ection.

b1 Aggregation with Other *lans: !he aggregation of this Plan with other plans for p5rposes of
deter4ining top heavy stat5s shall be in accordance with the followingB

01 $e2uired Aggregation: &f a 6ey e4ployee 5nder this Plan also participates in another plan
of the E4ployer or Affiliated E4ployer which is 95alified 5nder [CO*E 'EC!&O $ or which is a si4plified e4ployee pension plan 5nder [CO*E 'EC!&O $- or if this Plan and another plan 45st be aggregated so that either this Plan or the other plan will 4eet the antidiscri4ination and coverage re95ire4ents of [CO*E 'EC!&O $- then this Plan and any s5ch other plan will be aggregated for p5rposes of deter4ining top heaviness. !his Plan will a5to4atically be dee4ed top heavy if s5ch re95ired aggregation of plans is top heavy as a gro5p and will a5to4atically be dee4ed not top heavy if s5ch re95ired aggregate of plans is not top heavy as a gro5p.

21 *ermissive Aggregation: Any other plan of the E4ployer or Affiliated E4ployer which is
95alified 5nder [CO*E 'EC!&O $ or which is a si4plified e4ployee pension plan 5nder Profit 'haring Plan Page 2@ of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

[CO*E 'EC!&O $- and which is not in the re95ired aggregation referenced in 728 above4ay be aggregated with this Plan 7and with any other plan7s8 in the re95ired aggregation gro5p in 728 above8 for p5rposes of deter4ining top heaviness if s5ch aggregation wo5ld contin5e to 4eet the antidiscri4ination and coverage re95ire4ents of [CO*E 'EC!&O $. !his Plan will a5to4atically be dee4ed not top heavy if s5ch per4issive aggregation of plans is not top heavy as a gro5p.

91 Determining Aggregate Top -eavy &tatus: !he top heavy stat5s of the plans as a gro5p
is deter4ined by aggregating the plansF respective top heavy deter4inations that are 4ade as of deter4ination dates that fall within the sa4e calendar year.

c1

ffects of Top -eaviness: &f this Plan beco4es top heavy- the following special provisions shall apply e<cept 7i8 in the case of an E4ployee here5nder who is also covered by another top heavy 95alified defined contrib5tion plan of an Affiliated E4ployer- the top heavy 4ini454 allocation in 728 below shall not apply if the top heavy 4ini454 allocation 5nder s5ch other plan is applied to s5ch E4ployee there 5nder- and 7ii8 in the case of an E4ployee here5nder who is also covered by a top heavy 95alified defined benefit plan of an Affiliated E4ployerthe top heavy 4ini454 allocation in 728 below shall not apply if the top heavy 4ini454 benefit 5nder s5ch other plan is applied to s5ch E4ployee there 5nder- b5t if s5ch top heavy 4ini454 benefit is not applied to s5ch E4ployee- then the top heavy 4ini454 allocation in 728 below shall be applied e<cept that the percentage shall be [E$.

01 (inimum ,esting: &f any E4ployee is covered 5nder this Plan d5ring any Plan #ear when
the Plan is top heavy- he shall- 5pon his ter4ination of e4ploy4ent- have his vested percentage deter4ined to be the greater of 7i8 and 7ii8 below- b5t s5bCect to 7iii8 belowB

i1

!he vested percentage applicable to the E4ployee 5nder the reg5lar vesting provision of this Plan- as hereinbefore set forth- as of the date of his ter4ination of e4ploy4ent- and !he vested percentage applicable to the E4ployee 5nder the following sched5le as of the date of his ter4ination of e4ploy4entB mployee3s /ested *ercentage

ii1

mployee3s Years of ,esting &ervice

(ess than 2 . .. . . . . . . . . . . . . . . . . [E$ 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . [E$ = . . . . . . . . . . . . . . . . . . . . . . . . . . . [E$ A . . . . . . . . . . . . . . . . . . . . . . . . . . . [E$ G . . . . . . . . . . . . . . . . . . . . . . . . . . . [E$ 3 or 4ore . . . . . . . . . . . . . . . . . . . . [E$

iii1

&n the event the E4ployeeFs e4ploy4ent is ter4inated when the Plan is no longer top heavy- his vested percentage shall be deter4ined in accordance with the reg5lar vesting provisions of this Plan- as hereinbefore set forthe<cept that in no event will his vested benefit be less than his vested benefit deter4ined as if his e4ploy4ent had ter4inated as of the date when the Plan was last top heavy- and the application of the greater of 7i8 and 7ii8 as described above shall be 4ade if the E4ployee had at least [ U0,E"$ years of /esting 'ervice when the Plan was last top heavy.

21 (inimum Allocation: &f any E4ployee is covered 5nder this Plan d5ring any Plan #ear
when the Plan is top heavy- he shall- d5ring s5ch Plan #ear- receive an allocated Profit 'haring Plan Page 2J of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

E4ployer contrib5tion 7s5bCect to the vesting re95ire4ents of this Plan8 at least e95al to a percentage of his considered Co4pensation 7defined below8 for s5ch Plan #ear- which percentage shall be the lesser ofB

i1 ii1

[E$- and the act5al percentage that the allocation- received for s5ch Plan #ear by the 6ey E4ployee receiving the largest s5ch allocation represented as a percentage of s5ch 6ey E4ployeeFs considered co4pensation 7defined below8.

An E4ployeeFs considered Co4pensation is the a4o5nt of Co4pensation he received fro4 the E4ployer of s5ch Plan #ear not in e<cess of [A0OU !$.

91 'imit on "ompensation: &f this Plan is top heavy at any ti4e d5ring a year when an
E4ployee received Co4pensation that is to be ta6en into acco5nt for p5rposes of co4p5ting his allocation here5nder- s5ch a4o5nt of Co4pensation act5ally ta6en into acco5nt here5nder for s5ch year shall not e<ceed [A0OU !$- s5bCect to cost:of:living adC5st4ents in accordance with [CO*E 'EC!&O $.

:1 Ad4ustments to 5"OD & "T%O)6 'imits: &f this Plan is top heavy d5ring any Plan #earthe co4bined plan li4itations of [CO*E 'EC!&O $- as described in 'ection 20.2 hereofshall be applied for s5ch Plan #ear by s5bstit5ting ?One +5ndred Percent 7200E8? for ?One +5ndred !wenty:.ive Percent 722GE8? wherever the latter ter4 appears in said 'ection 20.2 hereof.

00. ADMINISTRATION 00.0


A##$i&tme&t $( C$mmittee; "esponsibility for ad4inistration of this Plan shall be with the E4ployer- which shall be the Plan Ad4inistrator here5nder. !he E4ployer- as Plan Ad4inistrator- shall appoint a Co44ittee consisting of at least [ U0,E"$ persons who shall assist the Plan Ad4inistrator in the ad4inistration of this Plan. All action ta6en by the Co44ittee shall be dee4ed actions ta6en by the Plan Ad4inistrator and the Plan Ad4inistrator shall- alone- have fid5ciary responsibility in connection with s5ch actions- e<cept with respect to willf5l 4iscond5ct or gross negligence. All 5s5al and reasonable e<penses of the Co44ittee 4ay be paid in whole or in part by the Plan Ad4inistrator- and any e<penses not paid by the Plan Ad4inistrator shall be paid by the !r5stee o5t of the principal or inco4e of the !r5st. !he 4e4bers of the Co44ittee shall not receive co4pensation with respect to their services for the Co44ittee. !he 4e4bers of the Co44ittee shall serve witho5t bond or sec5rity for the perfor4ance of their d5ties here5nder 5nless the applicable law 4a6es the f5rnishing of s5ch bond or sec5rity 4andatory or 5nless re95ired by the Plan Ad4inistrator. !he Plan Ad4inistrator 4ay pay the pre4i54s on any bond sec5red 5nder this 'ection incl5ding the p5rchase of fid5ciary liability ins5rance for any person who beco4es a fid5ciary 5nder this Plan.

00.2

C$mmittee P$8er% a&' D"tie%; !he Co44ittee shall have s5ch powers as 4ay be necessary to discharge its d5ties here5nder- incl5dingb5t not by way of li4itation- the following powers and d5tiesB

a1 to constr5e and interpret the Plan- decide all 95estions of eligibility and deter4ine the
a4o5nt- 4anner and ti4e of pay4ent of any benefits here5nderH

Profit 'haring Plan

Page 20 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

b1 to prescribe r5les for the operation of the PlanH c1 to receive fro4 the E4ployer and fro4 E4ployees s5ch infor4ation as shall be necessary for
the proper ad4inistration of the PlanH

d1 to e4ploy an independent 95alified p5blic acco5ntant to e<a4ine the boo6s- records- and any
financial state4ents and sched5les which are re95ired to be incl5ded in the ann5al reportH

e1 to file with the appropriate govern4ent agency 7or agencies8 the ann5al report- plan
description- s544ary plan description- and other pertinent doc54ents which 4ay be d5ly re95estedH

f1 to file s5ch ter4inal and s5pple4entary reports as 4ay be necessary in the event of the
ter4ination of the PlanH

g1 to f5rnish each E4ployee and each beneficiary receiving benefits here5nder a s544ary plan
description e<plaining the PlanH

h1 to f5rnish any E4ployee or beneficiary- who re95ests in writing- state4ents indicating s5ch
E4ployeeFs or beneficiaryFs total acco5nt balances and non:forfeitable benefits- if anyH

i1 to f5rnish to an E4ployee a state4ent containing infor4ation contained in a registration


state4ent re95ired by ['EC!&O $ of [CO*E$ prior to the ti4e prescribed by law to file s5ch registration if s5ch state4ent contains infor4ation regarding the E4ployeeH

21 to 4aintain all records necessary for verification of infor4ation re95ired to be filed with the
appropriate govern4ent agency 7or agencies8H

31 to report to the !r5stee all available infor4ation regarding the a4o5nt of benefits payable to
each E4ployee- the co4p5tations with respect to the allocation of assets- and any other infor4ation which the !r5stee 4ay re95ire in order to ter4inate the PlanH

l1 to delegate to one or 4ore of the 4e4bers of the Co44ittee the right to act in its behalf in all
4atters connected with the ad4inistration of the Plan and !r5stH

41 to delegate to any individ5al7s8 s5ch of the above powers and d5ties as the Co44ittee
dee4s appropriateH and

n1 to appoint or e4ploy for the Plan any agents it dee4s advisable- incl5ding- b5t not li4ited tolegal co5nsel. !he Co44ittee shall have no power to add to- s5btract fro4 or 4odify any of the ter4s of the Plan- nor to change or add to any benefits provided by the Plan- nor to waive or fail to apply any re95ire4ents of eligibility for benefits 5nder the Plan. All r5les and decisions of the Co44ittee shall be 5nifor4ly and consistently applied to all E4ployees in si4ilar circ54stances. A 4aCority of the 4e4bers of the Co44ittee shall constit5te a 95or54 for the transaction of b5siness. o action shall be ta6en e<cept 5pon a 4aCority vote of the Co44ittee 4e4bers. An individ5al shall not vote or decide 5pon any 4atter relating solely to hi4self or vote in any case in which his individ5al right or clai4 to any benefit 5nder the Plan is partic5larly involved. &f- in any case in which a Co44ittee 4e4ber is so dis95alified to act- and the re4aining Profit 'haring Plan Page 22 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

4e4bers cannot agree- the E4ployer will appoint a te4porary s5bstit5te 4e4ber to e<ercise all the powers of the dis95alified 4e4ber concerning the 4atter in which he is dis95alified.

00.9

Claim% Pr$ce'"re; !he Co44ittee 4ay prescribe proced5res for obtaining benefits and is re95ired to provide a notice in writing to any person whose clai4 for benefits 5nder this Plan has been denied- setting forth 728 the specific reasons for s5ch denial- 728 the specific reference to pertinent Plan provisions on which the denial is based- 7=8 a description of any additional 4aterial or infor4ation necessary to the clai4ant to perfect the clai4 and an e<planation of why s5ch 4aterial or infor4ation is necessary- and 7A8 an e<planation of the PlanFs clai4 review proced5re as described below- incl5ding the na4e and address of the party to who4 an appeal sho5ld be sent. A clai4ant has the right to appeal a denial of clai4 by written application to the Co44ittee within [ U0,E"$ days of notice of denial or- if no s5ch notice has been given- at the end of the e<piration of a reasonable period of ti4e after the clai4 was filed. !he clai4ant- or a d5ly a5thori;ed representative- 4ay review pertinent doc54ents and 4ay s5b4it iss5es and co44ents in writing to the Co44ittee. After the Co44ittee reviews the clai4s appeal- a final decision shall be 4ade and co445nicated to the clai4ant within [ U0,E"$ days of receipt of the appeal by the Co44ittee- 5nless special circ54stances re95ire an e<tension. '5ch e<tension cannot e<tend beyond [ U0,E"$ days after receipt of the appeal by the Co44ittee. !he co445nication shall be set forth in writing in a 4anner calc5lated to be 5nderstood by the clai4ant and shall identify the reasons for the denial and shall reference any pertinent Plan provisions 5pon which the denial is based.

00.:

C$mmittee Pr$ce'"re%; !he Co44ittee shall adopt s5ch bylaws as it dee4s desirable. !he Co44ittee shall elect one of its 4e4bers as chair4an and shall elect a secretary who 4ay- b5t need not- be a 4e4ber of the Co44ittee. !he Co44ittee shall advise the !r5stee of s5ch elections in writing. !he 'ecretary of the Co44ittee shall 6eep a record of all 4eetings and forward all necessary co445nications to the !r5stee.

00.;

A"t/$ri?ati$& $( Be&e(it Pa1me&t%; !he Co44ittee shall iss5e directions to the !r5stee concerning all benefits which are to be paid fro4 the !r5st .5nd p5rs5ant to the provisions of the Plan. !he Co44ittee shall 6eep on file- in s5ch 4anner- as it 4ay dee4 convenient or proper- all reports fro4 the !r5stee.

00.<

Pa1me&t $( E@#e&%e%; All e<penses incident to the ad4inistration- ter4ination or protection of the Plan and !r5st- incl5ding b5t not li4ited to- act5arial- legal- acco5nting- and !r5steeFs fees- shall be paid by the E4ployer- or if not paid by the E4ployer- shall be paid by the !r5stee fro4 the !r5st .5nd and- 5ntil paid- shall constit5te a first and prior clai4 and lien against the !r5st .5nd.

00.=

U&claime' Be&e(it%; *5ring the ti4e when a benefit here5nder is payable to any distrib5tee- the Co44ittee- 5pon re95est by the !r5stee- or at its own instance- shall 4ail by registered or certified 4ail to s5ch distrib5tee- at his last 6nown address- a written de4and for his then address- or for satisfactory evidence of his contin5ed life- or both. &f s5ch infor4ation is not f5rnished to the Co44ittee within three 7=8 4onths fro4 the 4ailing of s5ch de4and- then the Co44ittee 4ay- in its sole discretion- deter4ine that s5ch distrib5tee is deceased and 4ay declare s5ch benefit- or any 5npaid portion thereof- s5spended as it the death of the distrib5tee 7with no s5rviving beneficiary8 had occ5rred on the date of the last pay4ent 4ade thereon or the date s5ch distrib5tee first beca4e entitled to receive benefit pay4ents- whichever is later. .ail5re to f5rnish s5ch infor4ation shall not res5lt in the forfeit5re of any non:forfeitable benefits and any s5ch declaration by the Co44ittee shall later be revo6ed 5pon a receipt of the re95ested infor4ation by the Co44ittee. All s5ch 5nclai4ed benefits shall be and re4ain assets of the !r5st and in no event shall they escheat to any govern4ental 5nit 5nder any escheat law. Profit 'haring Plan Page 22 of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

02. TRUST FUND 02.0


E%tabli%/me&t $( Tr"%t F"&'; A !r5st .5nd shall be established for the p5rpose of receiving contrib5tions- and paying benefits- 5nder this Plan. A !r5stee 7or !r5stees8 shall be appointed 5nder the ter4s of a tr5st agree4ent to ad4inister the !r5st .5nd in accordance with the ter4s of s5ch tr5st agree4ent.

02.2

Pa1me&t $( C$&trib"ti$&% t$ Tr"%t F"&'; All contrib5tions 5nder this Plan shall be paid to the !r5stee and shall be held- invested and reinvested by the !r5stee in accordance with the ter4s of the !r5st agree4ent. All property and f5nds of the !r5st .5ndincl5ding inco4e fro4 invest4ents and fro4 all other so5rces- shall be retained for the e<cl5sive benefit of E4ployees- as provided in the Plan- and shall be 5sed to pay benefits to E4ployees or their beneficiaries- or to pay e<penses of ad4inistration of the Plan and !r5st .5nd- e<cept as provided in 'ection 2G.A hereof.

09. AMENDMENTS 09.0


Ri=/t t$ Ame&'; !he E4ployer reserves the right to 4a6e fro4 ti4e to ti4e any a4end4ent or a4end4ents to this Plan which do not per4it reversion of any part of the !r5st .5nd to the E4ployer e<cept as provided in 'ection 2G.A hereof and which do not ca5se any part of the !r5st .5nd to be 5sed for- or diverted to- any p5rpose other than the e<cl5sive benefit of E4ployees incl5ded in this Plan.

0:. 7ITHDRA7AL AND TERMINATION 0:.0


Tra&%(er% $( Pla& A%%et% a&' Pla& Mer=er%; !he Plan and !r5st shall not be 4erged or consolidated with- nor shall any Plan assets or liabilities be transferred to- any other plan- 5nless either 7i8 each Participant in the Plan 7if the Plan had then ter4inated8 receives a benefit i44ediately after s5ch 4erger- consolidation- or transfer- which is e95al to or greater than the benefit he wo5ld have been entitled to receive i44ediately before s5ch 4ergerconsolidation- or transfer 7if the Plan had then ter4inated8 or 7ii8 the conditions in 7i8 are dee4ed to be 4et d5e to co4pliance with the proced5res set forth in ['EC!&O $ of [CO*E$ regarding plan 4ergers and transfers.

0:.2

Pla& Termi&ati$&; !he E4ployer 4ay at any ti4e- by adoption of a resol5tion- ter4inate this Plan. !his Plan shall a5to4atically ter4inate if the E4ployer ceases to e<ist and no s5ccessor contin5es the Plan. A partial ter4ination of this Plan will occ5r if re95ired 5nder the 95alification re95ire4ents of ['EC!&O O. CO*E$.

0:.9

S"%#e&%i$& a&' Di%c$&ti&"a&ce $( C$&trib"ti$&% a&' Pla& Termi&ati$&; &f the E4ployer decides it is i4possible or inadvisable to contin5e to 4a6e its contrib5tions here5nder- it shall have the power toB

d1 s5spend contrib5tions to the PlanH or c1 discontin5e contrib5tions to the PlanH or


Profit 'haring Plan Page 2= of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

d1 ter4inate the Plan as to its E4ployees.


'5spension shall be te4porary cessation of contrib5tions and s5ch a s5spension which has not ripened into a co4plete and per4anent discontin5ance shall not re95ire any vesting of &ndivid5al Acco5nts. A discontin5ance of contrib5tions- 5nless considered co4plete and per4anent- shall also not re95ire any vesting of &ndivid5al Acco5nts. &n s5ch event- E4ployees who beco4e eligible to enter the Plan s5bse95ent to the discontin5ance shall receive no benefit- and no additional benefits attrib5table to E4ployer contrib5tions shall accr5e to any of the 0e4bers 5nless contrib5tions are res54ed. After the date of discontin5ance of contrib5tions- the !r5st shall re4ain in e<istence as provided in this 'ectionand the provisions of the Plan and !r5st shall re4ain in force as 4ay be necessary in the sole opinion of the Co44ittee. A certified copy of s5ch decision or resol5tion shall be delivered to the !r5stee- and as soon as possible thereafter- the !r5stee shall send or deliver to each 0e4ber or ,eneficiary concerned a copy thereof. Upon ter4ination- partial ter4ination- or co4plete discontin5ance of contrib5tions to the Plan- the &ndivid5al Acco5nts of each affected 0e4ber not theretofore f5lly vested shall be and beco4e f5lly vested and non:forfeitable in each s5ch 0e4ber.

0:.:

Li6"i'ati$& $( Tr"%t F"&'; Upon ter4ination- or partial ter4ination- of the Plan- the proportionate interests of the affected 0e4bers and their ,eneficiaries shall be li95idated after provision is 4ade for the e<penses of ad4inistrationter4ination and li95idation. !hereafter- the !r5stee shall distrib5te as soon as ad4inistratively feasible the a4o5nt to the credit of each s5ch 0e4ber and ,eneficiary as the Co44ittee shall direct.

-! GENERAL PROVISIONS

0;.0

N$&-="ara&tee $( Em#l$1me&t; othing contained in this Plan shall be constr5ed as a contract of e4ploy4ent between the E4ployer and E4ployee- or as a right of any E4ployee to be contin5ed in the e4ploy4ent of the E4ployer- or as a li4itation of the right of the E4ployer to discharge any of its E4ployees- with or witho5t ca5se.

0;.2

Ma&&er $( Pa1me&t; 1herever and whenever it is herein provided for pay4ents or distrib5tions to be 4ade- whether in 4oney or otherwise- said pay4ents or distrib5tions shall be 4ade directly into the hands of the 0e4ber- his ,eneficiary- his ad4inistrator- e<ec5tor or g5ardian- as the case 4ay be. *eposit to the credit of a 0e4ber in any ban6 or tr5st co4pany selected by the 0e4ber or ,eneficiary here5nder shall be dee4ed pay4ent into his hands- and provided f5rther- that in the event any person otherwise entitled to receive any pay4ent or distrib5tion shall be a 4inor or an inco4petent- s5ch pay4ent or distrib5tion 4ay be 4ade to his g5ardian or other person as 4ay be deter4ined by the Co44ittee.

Profit 'haring Plan

Page 2A of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

0;.9

N$&-alie&ati$& $( Be&e(it%; ,enefits payable 5nder this Plan shall not be s5bCect in any 4anner to anticipation- alienation- saletransfer- assign4ent- pledge- enc54brance- charge- garnish4ent- e<ec5tion- or levy of any 6ind- either vol5ntary or invol5ntary- prior to being received by the person entitled to the benefit 5nder the ter4s of the Plan. Any atte4pt to anticipate- alienate- sell- transfer- assign- pledge- enc54ber- charge or otherwise dispose of any right to benefits payable here5nder shall be void. !he !r5st .5nd shall not in any 4anner be liable for- or s5bCect to- the debts- contracts- liabilities- engage4ents- or torts of any person entitled to benefits here5nder. one of the 5npaid Plan benefits or !r5st assets shall be considered an asset of the 0e4ber in the event of his insolvency or ban6r5ptcy. otwithstanding the foregoing- the Co44ittee 4ay approve pay4ent to an alternate payee based 5pon any ?95alified do4estic relations order? as defined in ['EC!&O O. CO*E$- and s5ch pay4ent shall not be dee4ed a prohibited alienation of benefits.

0;.:

Am$"&t% Ret"r&able t$ t/e Em#l$1er; &n no event shall the E4ployer receive any a4o5nts fro4 the !r5st- e<cept s5ch a4o5nts- if any- as set forth belowB

a1 &n the event of a contrib5tion 4ade by the E4ployer by a 4ista6e of fact- s5ch contrib5tion
4ay be ret5rned to s5ch E4ployer within one year after pay4ent thereof.

b1 &f the E4ployerFs deter4ination letter iss5ed by the *istrict *irector of &nternal "even5e is an
initial deter4ination letter as to s5ch E4ployer and is to the effect that the Plan and !r5st herein set forth or as a4ended prior to the receipt of s5ch letter do not 4eet the re95ire4ents of the ['EC!&O $ of [CO*E$ of 2JGA- s5ch E4ployer shall be entitled at its option to withdraw- within one year of the receipt of s5ch letter- all contrib5tions 4ade on and after its effective date- in which event the Plan and !r5st shall then ter4inate as if the Plan had never been adopted.

c1 Each contrib5tion here5nder is conditioned 5pon the ded5ctibility of s5ch contrib5tion 5nder
['EC!&O $ of [CO*E$ and 4ay be ret5rned to the E4ployer within one year if s5ch ded5ction is disallowed 7to the e<tent of the disallowance8.

0;.;

G$*er&i&= La8; !his Plan and each of its provisions shall be constr5ed and their validity deter4ined by the application of the laws of the 'tate of [na4e of state$ e<cept to the e<tent s5ch law is pree4pted by .ederal stat5te. & 1&! E'' 1+E"EO.- and as concl5sive evidence of the adoption of the foregoing instr54ent co4prising [na4e of doc54ent$- the E4ployer has ca5sed its seal to be affi<ed hereto and these presents to be d5ly e<ec5ted in its na4e and behalf this [*A#$ day of [0O !+$- [#EA"$.

CO0PA #

E0P(O#EE

A5thori;ed 'ignat5re

A5thori;ed 'ignat5re

Print a4e and !itle

Print a4e and !itle

Profit 'haring Plan

Page 2G of 23

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the [COU !"#$ % Canada and by &nternational treaties. &! &' &((E)A( A * '!"&C!(# P"O+&,&!E* !O *&'!"&,U!E- PU,(&'+- O..E" .O" 'A(E- (&CE 'E O" 'U,(&CE 'E- )&/E O" *&'C(O'E !O A # O!+E" PA"!#- !+&' P"O*UC! & +A"* COP# O" *&)&!A( .O"0. A(( O..E *E"' 1&(( ,E 'UE* & A COU"! O. (A1.

7'EA(8

Profit 'haring Plan

Page 23 of 23