**************************************** Form: CH17_01 **************************************** BOARD OF DIRECTORS' ADOPTION OF RETIREMENT PLAN The board of directors discussed the importance of fostering employee incentive and loyalty and the desirability of assisting employees in setting aside funds for their retirement. The corporate treasurer gave an oral presentation of the favorable tax benefits that could accrue to employees in establishing and maintaining a qualified retirement plan and presented an outline of provisions of the qualified master or prototype retirement plan being presented to the board for approval. Copies of the following documents were distributed to each director for review and approval:
After a review of these documents and additional discussion by the board, it was resolved that the __________ plan submitted at this meeting is approved for adoption by this corporation, per the terms of the plan agreement and other documents attached to this resolution. It was further resolved that, because the adoption of this plan was a significant corporate decision involving the long-term expenditure of corporate funds, the attached plan documents shall be submitted for ratification by the shareholders of the corporation. The appropriate officers of the corporation are directed to sign all documents and perform other acts necessary to establish and implement the retirement plan, and the corporate treasurer is instructed to make contributions on behalf of employees, file tax reports and returns, and distribute employee notice forms as may be required under the plan in a timely manner. **************************************** Form: CH17_02 **************************************** BOARD OF DIRECTORS' ADOPTION OF PROFIT-SHARING PLAN After a discussion of the importance of allowing employees to share in the profits of the corporation and a review of the provisions of a profit-sharing plan presented to the board by the corporate treasurer, it
was agreed that the profit-sharing plan presented to the board, a copy of which is attached to this resolution, is approved. It was further agreed that the trust agreement with __________ provided for in the plan, a copy of which is also attached to this resolution, is also approved. It was further agreed that copies of the above referenced profit-sharing plan and trust agreement be submitted for shareholder approval. The treasurer of the corporation is authorized to execute the trust agreement on behalf of the corporation and to take any additional steps necessary to effectuate and implement the profit-sharing plan approved by the board and shareholders, including certifying to the trust company as to the effectiveness of all board and shareholder resolutions relating to the plan and trust agreement. **************************************** Form: CH17_03 **************************************** SHAREHOLDER RATIFICATION OF RETIREMENT PLAN After discussion, the shares [owned or held by the shareholders whose names appear below (or) constituting a majority of the shares present or represented at the meeting of shareholders] ratified the board resolution and plan documents attached to this resolution that establish and implement a __________ plan on behalf of the employees of the corporation. Name of Shareholder Shares Owned ____________________ _____________ ____________________ _____________ ____________________ _____________ ____________________ _____________