|
|
|
|
Document Preview Trust Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Trust Agreement |
|||
|
Entities: |
Men’s Wearhouse, Inc.; Mens Wearhouse Inc; Union Bank of California, NA |
|||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 13KB of 89KB total |
|||
|
Price: |
$39 |
|||
|
ID: |
#1627154 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
TRUST AGREEMENT
FOR
THE MEN'S WEARHOUSE, INC. 401(K) SAVINGS PLAN TRUST
<PAGE>
.
.
.
TRUST AGREEMENT
FOR
THE MEN'S WEARHOUSE, INC. 401(K) SAVINGS PLAN TRUST
TABLE OF CONTENTS
<TABLE>
<S> <C>
PURPOSE AND DEFINITIONS 1
ARTICLE I TRUST FUND 2
1.1 TITLE 2
1.2 TRUST FUND 2
1.3 TAX STATUS OF TRUST 2
1.4 APPOINTMENT OF AND ACCEPTANCE BY TRUSTEE 3
1.5 ADMINISTRATOR SHALL DIRECT TRUSTEE 3
1.6 SIGNING AUTHORITY; TRUSTEE'S RELIANCE 3
1.7 ACCEPTANCE OF ASSETS 3
1.8 FUNDING POLICY 3
ARTICLE II INVESTMENTS 4
2.1 TITLE TO ASSETS 4
2.2 ADMINISTRATOR AUTHORITY 4
2.3 MEMBER DIRECTION WITHIN SPONSOR SELECTED
INVESTMENT OPTIONS 4
2.4 INDEPENDENT INVESTMENT MANAGER 5
2.5 TRUSTEE INVESTMENT AUTHORITY 5
2.6 SPONSOR STOCK 6
2.7 PROXIES AND OTHER INCIDENTS OF OWNERSHIP 7
2.8 INSURANCE PRODUCTS 9
2.9 MEMBER LOANS 9
ARTICLE III TRUSTEE'S POWERS 10
3.1 GENERAL TRUSTEE'S POWERS 10
3.2 ADDITIONAL POWERS 12
3.3 ADMINISTRATOR/SPONSOR DIRECTIONS 13
ARTICLE IV TRUSTEE'S DUTIES 14
4.1 POWERS SUBJECT TO DUTIES 14
4.2 RECORDS 14
4.3 ACCOUNTS 14
4.4 VALUATION OF SPECIAL ASSETS 14
4.5 REPORTS 15
4.6 DIRECTIONS TO TRUSTEE 15
4.7 AUTHORIZED REPRESENTATIVE 15
4.8 WIRE TRANSFERS 15
</TABLE>
i
<PAGE>
<TABLE>
<S> <C>
ARTICLE V RESTRICTIONS ON DISTRIBUTION 16
5.1 PERSONS TO RECEIVE PAYMENT 16
5.2 ASSIGNMENT AND ALIENATION PROHIBITED 16
5.3 QUALIFIED DOMESTIC RELATIONS ORDERS 17
ARTICLE VI RESIGNATION, REMOVAL AND SUCCESSION 17
6.1 RESIGNATION OR REMOVAL OF TRUSTEE 17
6.2 DESIGNATION OF SUCCESSOR TRUSTEE 17
6.3 SUCCESSOR'S POWERS 17
6.4 SUCCESSOR'S DUTIES 18
ARTICLE VII AMENDMENT 18
7.1 POWER TO AMEND 18
7.2 LIMITATION ON AMENDMENT 18
7.3 CONFORMITY WITH LAW 18
ARTICLE VIII LIABILITIES 18
8.1 DECLARATION OF INTENT 18
8.2 GENERAL LIMITATIONS OF LIABILITY 19
8.3 LIABILITY OF THE TRUSTEE 19
8.4 INDEMNIFICATION 20
ARTICLE IX DURATION AND TERMINATION 20
9.1 IRREVOCABILITY 20
9.2 TERMINATION 20
9.3 DURATION 21
ARTICLE X MISCELLANEOUS 21
10.1 EMERGENCIES AND OTHER DELEGATIONS 21
10.2 EXPENSES AND TAXES 21
10.3 PARTIES TO PROCEEDINGS 22
10.4 ADOPTION BY AFFILIATED EMPLOYER 22
10.5 PARTICIPATION BY AFFILIATES 22
10.6 WITHDRAWAL OF AN AFFILIATE 22
10.7 MULTIPLE PLANS 22
10.8 SUCCESSOR SPONSOR 22
10.9 LOCATING MEMBERS AND BENEFICIARIES 23
10.10 USE OF TRUST FUNDS 23
10.11 LOCATION OF TRUST ASSETS 23
10.12 PARTIAL INVALIDITY 23
10.13 COUNTERPARTS 24
10.14 SUCCESSORS AND ASSIGNS 24
10.15 RELATION TO THE PLAN 24
10.16 CONSTRUCTION AND JURISDICTION 24
</TABLE>
ii
<PAGE>
<TABLE>
<S> <C>
10.17 ALTERNATE DISPUTE RESOLUTION 24
SIGNATURE PAGE 25
</TABLE>
iii
<PAGE>
TRUST AGREEMENT
FOR
THE MEN'S WEARHOUSE, INC. 401(K) SAVINGS PLAN TRUST
This Trust Agreement (the "Trust Agreement") is made by and between The Men's
Wearhouse, Inc. (the "Sponsor"), sponsor of The Men's Wearhouse, Inc. 401(k)
Savings Plan (the "Plan"), and Union Bank of California, N.A., a national
banking association ("Union Bank of California" or the "Trustee"), and shall be
effective on the Trustee's receipt of Plan assets to be held in trust hereunder.
WHEREAS, the Sponsor has previously established a trust to fund benefits under
the Plan (the "Trust"); and
WHEREAS, the Sponsor desires to amend and restate the Trust and to continue the
Trust with Union Bank of California as the trustee of the Trust.
NOW, THEREFORE, for the consideration set forth herein, the parties agree as
follows:
PURPOSE AND DEFINITIONS
The Sponsor has adopted the Plan for the exclusive benefit of certain of its
employees ("Members") and their beneficiaries ("Beneficiaries"). The Plan
provides that, from time to time, cash and other assets shall be contributed to
the Trust by the Sponsor to be held and administered as a trust for the uses and
purposes of the Plan. Subject to specific conditions set forth in this Trust
Agreement, the Trustee agrees that it will hold in trust and will invest cash
and other property of the Plan received by and administratively acceptable to
the Trustee (the "Trust Assets" or the "Trust Fund") and will administer such
Trust Assets in accordance with the amended and restated terms and conditions of
the Trust stated below. The Trustee shall have no liability or responsibility
for any Plan assets not received by the Trustee. The Sponsor intends that the
Plan shall qualify under section 401 of the Internal Revenue Code of 1986, as
amended (the "Code"), and that the Trust shall constitute a part of the Plan,
and continue its tax exempt status under Code section 501.
Incorporation of Definitions Used in the Plan. Unless otherwise defined herein,
the definitions stated in the Plan are hereby incorporated by reference into
this Trust Agreement.
Definitions:
(a) "Administrator" shall mean the committee appointed by the
Board of Directors of the Sponsor that is responsible for the administration of
the Plan.
(b) "Business Day" shall mean a day of the week during which both
the Trustee and the New York Stock Exchange is open for business.
(c) "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time.
1
<PAGE>
(d) "Directing Party" shall mean the person with the power to
direct investments.
(e) "Employer" or "Employers" means the Sponsor, K&G Men's
Company, Inc., a Delaware corporation, TMW Purchasing LLC, a Delaware limited
liability company, TMW Marketing Company, Inc., a California corporation, The
Men's Wearhouse of Texas LP, a Delaware limited partnership, TMW Merchants LLC,
a Delaware limited liability company, The Men's Wearhouse of Michigan, Inc., a
Delaware corporation, Twin Hill Acquisition Company, Inc., Eddie Rodriguez
Company, Inc., a Delaware corporation, TMW Ventures, Inc., a Delaware
corporation, TMW Finance LP, a Delaware limited partnership, and any other
business organization that adopts the Plan.
(f) "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as it may be amended from time to time.
(g) "Investment Manager" shall mean a person or entity, other than
the Trustee, who is appointed by the Sponsor or Administrator to manage all or a
portion of the investments of the Trust Fund.
(h) "Plan" shall mean The Men's Wearhouse, Inc. 401(k) Savings
Plan.
(i) "Sponsor" shall mean The Men's Wearhouse, Inc., a Texas
corporation.
(j) "Sponsor Stock" shall mean the common stock of the Sponsor.
(k) "Trustee" shall mean UNION BANK OF CALIFORNIA or its successor
in interest, or any successor appointed pursuant to this Trust Agreement.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us