NONQUALIFIED DEFERRED COMPENSATION PLANS

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1 NONQUALIFIED DEFERRED COMPENSATION PLANS Loren D. Stark Company StarkPensions.com

2 Table of Contents Administration 1 Sponsor Form 2 Company Minutes 3 Plan Document 4 Beneficiary Form 7 Explanatory Paper 8 Loren D. Stark Company StarkPensions.com

3 Administration The type of Nonqualified Deferred Compensation Plan to be administered by the Loren D. Stark Company (LDSCO) is outlined by the attached paper (see pages 8-11). Set-Up Upon receipt of a Sponsor Form and the life insurance or annuity policy, LDSCO will draft the Minutes of the LLC Manager and the Plan Document. Please see examples of these documents included on pages 2-6. Annual Administration As of the end of each Plan Year, LDSCO will provide the Plan Advisor and the Company s CPA with the following: 1) The Present Value of the future benefit accrued by the Participant. The CPA will put this amount in Box 12, Code Y of Form W-2. 2) The amount above (Present Value of item 1) will also be the Company s liability for financial reporting. 3) The Market Value of the insurance policy or annuity will be provided as an asset for the Company s financial reporting. Annual Fee LDSCO will charge each adopting employer $175 as of the beginning of each quarter for these services. 1

4 Primary Contact: Address: Business Name: Loren D. Stark Company Sponsor Information Form Secondary Contact: Address: Type of Business: Date Business Formed: Taxpayer (EIN) ID#: / / Fiscal Year End: Business Code: Member of a (check if applicable): Controlled group Affiliated Service Group If the company is a member of a Controlled Group or Affiliated Service Group, please complete this form for each member of the group. If unsure, please complete a form for each entity. If spouse of majority owner is the majority owner of another company, please complete a sponsor form for such company. Street Address: Mailing Address: Telephone: Ext.: Fax: Cell Phone #: Payroll Contact Name: Address: Payroll Frequency: (Weekly/Biweekly/Monthly/etc.) Type of Business Entity Names of Stockholders and Officers or Partners or Sole Proprietors Plan Trustee Title Ownership Percentage C Corp Pres / Sole Proprietor / Partner S Corp Sole Proprietor Professional Association Professional Corporation LP LLP LLC taxed as: Other: VP / Partner Secretary / Partner Treasurer / Partner Stockholder Stockholder Stockholder Stockholder Stockholder Name of CPA: Mailing Address: Address: Company Name: Telephone: Fax: Name of Investment Advisor-Broker Mailing Address: Address: Company Name: Telephone: Fax: Please complete and Return to: Loren D. Stark Company Rockley Road, Houston, TX Address: dstark@ldsco.com Telephone: (281) Facsimile: (281)

5 WRITTEN CONSENT OF MANAGERS OF - COMPANY NAME - IN LIEU OF SPECIAL MEETING The undersigned, being the sole manager of (COMPANY NAME), and being entitled to vote upon the resolutions hereinafter set forth as if the same had been submitted at a formal meeting of the Managers of said Company duly called and held for the purpose of acting upon such resolutions, does hereby consent that the following resolutions be adopted to the same extent and to have the same force and effects as if adopted by unanimous vote at a formal meeting of Managers of the Company duly called and held for the purpose of acting upon proposals to adopt such resolutions: RESOLVED, that it is in the best interest of the Company to adopt a Nonqualified Deferred Compensation Plan for the benefit of certain of its employees and that the officers of the company are hereby authorized and directed to take whatever action necessary to effect the adoption of said Nonqualified Deferred Compensation Plan. We direct that this Consent be filed with the minutes of the proceedings of the Managers of the Company. IN WITNESS WHEREOF, the undersigned manager has executed these resolutions effective the day of, 20. MANAGER: Name of Manager Being the sole Manager of COMPANY NAME 3

6 NONQUALIFIED DEFERRED COMPENSATION PLAN of - COMPANY NAME - for Name of Participant, Participant SECTION 1. ESTABLISHMENT AND PURPOSE 1.1 Purpose. This Plan is established effective 1 January 2011 by the Company to provide the following benefits to (Name of Participant) for his past and future service to the Company and related entities: a) A death benefit to his beneficiary or beneficiaries of $2,000,000. b) An annual retirement benefit of $50,000 for each year which has elapsed since the effective date hereof commencing no sooner than the Tenth (10 th ) Anniversary Date of the Plan upon Termination of employment. However, such payments may commence sooner in the event of disability or unforeseeable emergency. 1.2 Nature. This Plan is intended to be a nonqualified deferred compensation plan and is not intended to provide any of the tax benefits according to qualified retirement plans under IRC Sec 401 and 501. The plan is to be unfunded for income tax purposes and for purposes of Title I of ERISA. The plan constitutes a mere promise by the Company to pay benefits under the Plan to Participants and Beneficiaries. SECTION 2. DEFINITIONS As used in this Plan, the following terms have the following meanings: Beneficiary means a person or persons designated by a Participant to receive payments under this Plan following the Participant s death. Manager means the Manager of the Company. Company means (COMPANY NAME), a limited liability company created under the laws of the State of Texas. Disabled means the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can reasonably be expected to result in death or can be expected to last for a continuous period of 12 months. ERISA means Employee Retirement Income and Security Act of 1974, as amended. IRC means Internal Revenue Code of 1984, as amended. Plan means this Nonqualified Deferred Compensation Plan, including any amendments made after its effective date. Plan Year means the calendar year. Unforeseeable Emergency means a severe financial hardship suffered by the Participant as a result of an illness or accident of the Participant, the Participant s spouse, or a dependent (as defined in IRC Sec. 152(a)) of the Participant; resulting from loss of the Participant s property due to casualty; or resulting from 4

7 other similar extraordinary and unforeseeable circumstances that are the result of events beyond the control of the Participant. SECTION 3. ADMINISTRATION 3.1 Manager. The Manager is to administer, construe, and interpret this Plan. The Manager will have final and binding discretionary authority to control and manage the operation of the Plan, and all decisions of the Manager made in good faith will be final and binding. SECTION 4. PAYMENT OF BENEFITS 4.1 Termination of Employment. The Participant s benefits will be payable to the Participant upon the termination of the Participant s employment with the Company. 4.2 Delayed Distribution. If a Participant s employment terminates after the Tenth (10 th ) Anniversary Date of the Plan, the Participant may elect to delay the time for the distribution of all or part of the Participant s benefits. The election to delay the distribution of a participant s account must be made by written notice to the Company and must specify the date or dates on which the delayed distributions are to be paid. 4.3 Death, Disability, or Unforeseeable Emergency. If the Participant dies, becomes Disabled, or experiences an Unforeseen Emergency, the Manager may, upon application of the Participant or his or her Beneficiary, determine that all or part of the Participant s benefits should be distributed in a manner different from the way the benefit would ordinarily be distributed. However, a distribution may in no event be made prior to the time the Participant dies, becomes Disabled, or experiences an Unforeseen Emergency. If a distribution is made to the Participant by reason of a Unforeseen Emergency, the amount of any distribution made prior to the time it would otherwise have been made may not exceed the amount necessary to satisfy the emergency plus the amount necessary to pay taxes reasonably anticipated as a result of the distribution. The amount necessary to satisfy the emergency must be reduced to take into account the extent to which the hardship can be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the participant s other assets. 4.4 Payments to Beneficiary. Amounts payable under this Plan following the death of the Participant must be paid to the Beneficiary of the Participant. Participant must designate a Beneficiary by written notice to the Manager in a form prescribed by the Manager. A beneficiary designation may be changed by the Participant from time to time by giving written notice to the Manager. If a Beneficiary is not living at the time any installment is to be paid, or if the Company is otherwise reasonably unable to make payment to the Beneficiary, the installment will be paid to the estate of the Participant. SECTION 5. WITHHOLDING TAX The Company is authorized to withhold taxes from the amount payable to the Participant to the extent such withholdings are required by federal, state, or local law. Any amount withheld by the Company and paid to appropriate tax authorities will be deemed to have been paid by the Company to the Participant from whose benefits the amount was withheld. If the Company is required to pay withholding taxes on any amount payable to the Participant prior to the time the amount is payable to the Participant, the Participant must pay the amount of such withholding taxes to the Company immediately following receipt of notice of the amount of tax paid by the Company. The Company s good faith determination of the amount of its withholding obligation will be binding and conclusive on the Participant. SECTION 6. MISCELLANEOUS 6.1 Employment. Neither the creation of this Plan nor anything contained in the Plan may be construed as giving any Participant or Employee any right to remain in the employ of the Company nor to remain employed in any particular capacity. This Plan may also not be construed to give any Participant or Employee any authority to make decisions or take action on behalf of the Company. 6.2 Non Assignment. No right or benefit of the Participant under this Plan may be anticipated, alienated, sold, assigned, pledged, encumbered, or charged, and any attempt to do so will be void and of no effect as against the Company. No right or benefit under this Plan is in any manner liable for or subject to the debts, contracts, liabilities, or torts of the Participant or Beneficiary entitled to such right or benefit. 5

8 6.3 Rights of participants and Beneficiaries. This Plan is unfunded. Participants and Beneficiaries will at all times have the status of unsecured general creditors of the company only. All right, title, and interest in any assets or amounts that may be earmarked by the Company for the payment of benefits under the Plan will remain with the Company, and no Participant or Beneficiary will have any right or interest in or to any such assets or amounts. 6.4 Life Insurance. The Company may choose to purchase life insurance to fund its obligations under this Plan. Any such insurance will be owned by the Company, and all benefits and dividends will be paid to the Company. No Participant or Beneficiary will have any right or interest in or to any such life insurance. The Participant agrees as a condition of participation in the Plan, to sign any documents that may be necessary for the Company to obtain life insurance on his life. 6.5 Amendment and Termination. The Company reserves the right to amend, suspend, or terminate this Plan at any time. However, no such action will affect the right of Participants to be paid the amount accrued at the time of the amendment, suspension, or termination. All such amounts will be paid at the times specified in this Plan. 6.6 Notice. The Participant and each Beneficiary of a deceased Participant must provide the Manager written notice of his or her address on such form as the Manager prescribes and may change that address from time to time by giving written notice to the Manager. Any notice or other communication required or permitted to be given under this Plan or applicable law must be in writing and must be mailed by certified mail, return receipt requested, postage prepaid, and addressed to the Participant or Beneficiary at that address. Notices and communication to be given to the Manager must be in writing and mailed by certified mail, return receipt requested, postage prepaid, and addressed to the Manager at the following address: (list address for Manager). All notices and other communications will be deemed to be given at the expiration of three days after the date of mailing unless the party receiving the notice acknowledges receipt at an earlier time. The address of a party to which notices or other communications must be mailed may be changed from time to time by giving written notice to the other party. 6.7 Tax Consequences. The Company does not guarantee that any particular federal, state, or local income, payroll, personal property, estate, gift, or other tax consequences will be the result for the Participant. 6.8 Governing Law. The validity and interpretation of this agreement will be governed by the law of the State of Texas. Executed this day of, 20. By: Company, President 6

9 Nonqualified Deferred Compensation Plan of Company Name Beneficiary Election Form Check one: New Participant-Original Designation Current Participant-Change in Designation Employee Information: Employee Name Address: Social Security Number Date of Birth: Marital Status: Single Married Beneficiary Information: I name the following person, trust or institution to receive any benefits that may become payable upon my death. Primary: Address: Social Security Number Date of Birth: Relationship: Contingent: Address: Social Security Number Date of Birth: Relationship: Employee Signature: Date: Client # 7

10 Explanatory Paper: Nonqualified Deferred Compensation for Management Affiliated Service Groups Scenario Assuming that the demographic of a company is such that the cost/benefit of a qualified retirement plan is not attractive or such a plan is not practical for any other reason, a Nonqualified Deferred Compensation arrangement may offer a tax deferral solution. First, establish a C Corporation to provide management services to the company. Transfer owner/management employees to the new Management Company who would own 100 of the management company as well as being substantial owners of the Operating Company. Depending on the ownership of the Operating Company and the number of management companies created (IRC Sec 1653), such an arrangement may not create a controlled group. However, a Management Affiliated Service Group (ASG) will have been created (IRC Sec 414(m)(5)) thereby eliminating the possibility of a qualified plan. However, an ASG does not inhibit the use of a nonqualified deferred compensation plan, as well as other tax subsidizes benefits available to employees of a C Corporation. Funding the Management Company As an example, the Operating Company pays a management fee to the Management Company sufficient to create earnings of $50,000, leaving $42,500 of retained earnings after corporate tax. The annual retained earning provides the Corporation (Management Company) with the financial resources to satisfy its obligation relative to the nonqualified Deferred Compensation contractually promised to its employee(s). Constructive Receipt The theory of Constructive Receipt asserts that stockholders be taxed on funds received by the corporation whether or not they withdrew the funds on the premise that said stockholders could have withdrawn the funds. Historically, there has been an invisible wall between the stockholder and a C Corporation with regard to retained earnings and taxation based on this theory of Constructive Receipt. See William A. Carnahan v. Commissioner, United States Tax Court 1994, as the latest authority for the ruling that control and authority to withdraw funds cannot support the application of constructive receipt. However, some of the protection of the invisible wall seems to have been eroded by IRC Sec 409A added to the Code by the American Jobs Creation Act of IRC Sec 409A stipulates that all amounts of compensation deferred under a Nonqualified Deferred Compensation Plan are included in the taxable gross income of the employee to the extent such benefit amounts are not subject to a substantial risk of forfeiture, unless certain requirements are met. 8

11 As to the substantial risk of forfeiture, in QA-10(b) of IRS Notice , the IRS specifies that a stockholder owning 20 or more of the corporate stock is not considered to have a substantial risk of forfeiture by virtue of control. The IRS may have exceeded its authority in this regard; however, since you can avoid taxation by satisfying the certain requirements, the substantial risk issue can be disregarded. The deferrals should therefore satisfy these certain requirements both in form and substance i.e. operationally. The certain requirements are the following (IRC Sec 409A(a)(2),(3) and (4)): Section 409(a)(a)(2) deferred compensation shall not be distributed until the earlier of the following: 1. Separation of Service. This event may be difficult to satisfy as long as the employee continues as a substantial owner. 2. Date of Disability. The employee is disabled if unable to engage in gainful activity as a result of a physical or mental impairment expected to result in death or can be expected to last for not less than 12 months. 3. A specified time set forth under the Plan. 4. A change in ownership of the Corporation. The IRS has published special rules for this event. 5. The occurrence of an unforeseeable emergency defined as severe financial hardship of the employee attributable to an illness or accident of the employee, the employee s spouse or dependent; loss of employee s property as a result of events beyond the control of the employee. This distribution must be limited to amounts necessary to satisfy the emergency. Accumulated Earnings Tax A Nonqualified Deferred Compensation Plan offers an additional advantage by avoiding Accumulated Earnings Tax. If the earnings and profits of a corporation are permitted to accumulate beyond the reasonable needs of the business, the corporation shall be subject to an accumulated earnings tax. The deferred compensation liability established by the Plan will avoid the potential imposition of this tax. Plan Administration The Nonqualified Deferred Compensation plan has evolved as a means to defer personal income tax and increase the disposable income of a substantial owner of a profitable business and his heirs, avoiding Constructive Receipt and Accumulated Earnings issues. Such a Plan, although minimal, requires a formal document and some amount of administration. The scenario described above is best served by a plan referred to as a Non-Account Balance Plan, meaning there are no assets specifically set aside by the corporation to fund 9

12 the promised benefits of the agreement (IRS Reg Sec (v)2-1). The administrative requirements of the employer are the following: 1. Form W-2 Issue a Form W-2 each year to the employee reporting in Box 12, using Code Y, the Present Value for the future benefit accrued by the employee under the terms of the Plan. The actuarial assumptions and discount rates must be reasonable. 2. Annually the Present Value of the cumulative total of all future payment accrued under the terms of the Plan must be determined as the liability of the corporation for financial reporting. 3. The Market Value of any investment made by the corporation with its retained earnings must be determined as an asset for financial reporting in order to meet its obligations under the terms of the Plan. Although these responsibilities require certain sophisticated professional service, the end result will prove rewarding for the employee/stockholder. Example of Promised Deferred Benefits In exchange for services rendered to the Corporation and its Affiliated Company, the employee can be awarded the following benefits (NB: These promised benefits anticipate the purchase of a life insurance policy by the Corporation on the life of the employee to meet the obligation of the Corporation.): 1. Retirement: After 10 years of service, employee will have earned the following monthly benefit: a) Fixed Years of Payment Fixed Number Monthly of Years Payment 10 $4, $3, $2,750 b) Life Annuity 60 - Years Monthly Guaranteed Payment 10 $2, $2, $2,040 c) Lump Sum: $500, Death: $2,000, Disability: Present Value of the Retirement Benefit accrued to date paid under option 1.a. 10

13 4. Unforeseeable Emergency: Present Value of the Retirement Benefit accrued to date as needed. Administrative Functions Assuming a calendar year tax year and that the employer purchases a life insurance policy to provide the promised benefits, the Contract Third Party Plan Administrator (TPA) would need the in-service illustration for the insurance contract as of the premium due date in the year of question in order to provide the information outlined above under Plan Administrators. 11

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