<PAGE> 1
Registration Statement Consists of 69 pages.
The Exhibit Index appears on page 9.
File No. 33-
As filed with the Securities and Exchange Commission on June 30, 1995
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------
UNIFIRST CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts 04-2103460
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
68 JONSPIN ROAD, WILMINGTON, MASSACHUSETTS 01887
(Address of Principal Executive Offices)
UNIFIRST CORPORATION PROFIT SHARING PLAN
(Full Title of the Plan)
------------------------
JOHN B. BARTLETT
Senior Vice President
UNIFIRST CORPORATION
68 Jonspin Road
Wilmington, Massachusetts 01887
(Name and Address of Agent for Service)
(508) 658-8888
(Telephone Number, Including Area Code, of Agent for Service)
------------------------
with a copy to:
RAYMOND C. ZEMLIN, P.C.
Goodwin, Procter & Hoar
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
------------------------
===============================================================================
<PAGE> 2
================================================================================
Calculation of Registration Fee
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Offering Registra-
be Registered(1) Registered(2) Per Share(3) Price tion Fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.10 par value 500,000 $ 12.75 $ 6,375,000 $ 2,198.28
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the UniFirst
Corporation Profit Sharing Plan (the "Plan").
(2) Plus such additional number of shares as may be required pursuant to
the Plan in the event of a stock dividend, reverse stock split,
split-up, recapitalization or other similar event.
(3) This estimate is made pursuant to Rule 457(c) and (h)(1) under the
Securities Act of 1933, as amended, solely for purposes of determining
the registration fee and is based upon the market value of outstanding
shares of the Registrant's common stock on June 28, 1995, utilizing
the average of the high and low sale prices reported on the New York
Stock Exchange on that date.
================================================================================
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
UniFirst Corporation (the "Registrant") and the Plan hereby
incorporate by reference the documents listed in (a) through (e) below, which
have previously been filed with the Securities and Exchange Commission.
(a) The Registrant's Annual Report on Form 10-K filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for the fiscal year ended August 27, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended November 26, 1994;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended February 25, 1995;
(d) The description of the Registrant's Common Stock contained in
its registration statement filed with the Securities and
Exchange Commission under Section 12 of the Exchange Act, and
any amendments or reports filed for the purpose of updating
such description; and
(e) The Plan's Annual Report on Form 11-K for the plan year ended
December 31, 1994, which is filed simultaneously herewith.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a) and 13(c),
Section 14 and Section 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities to be offered hereby will be passed
upon for the Registrant by Goodwin, Procter & Hoar. Donald J. Evans and
William H. Gorham, whose respective professional corporations are each partners
of Goodwin, Procter & Hoar, are a Director and Secretary of the Registrant in
the case of Mr. Evans and Clerk of the Registrant in the case of Mr. Gorham.
Item 6. Indemnification of Directors and Officers.
The Registrant is a Massachusetts corporation. In accordance with
Chapter 156B, Section 13(b)(1 1/2) of the Massachusetts Business Corporation
Law (the "MBCL"), the Registrant's Restated Articles of Organization, as
amended (the "Articles of Organization"), contain a provision eliminating the
personal liability of a director for monetary damages for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Sections 61 and 62 of the MBCL (providing
3
<PAGE> 4
for liability of directors for authorizing unauthorized distributions and for
making loans to directors, officers and certain shareholders) or (iv) for any
transaction from which a director derived an improper personal benefit.
Reference is made to Chapter 156B, Section 67 of the MBCL, which
provides that a corporation may indemnify directors, officers, employees and
other agents and persons who serve at its request as directors, officers,
employees or other agents of another organization or who serve at its request
in any capacity with respect to any employee benefit plan, to the extent
specified or authorized by the articles of organization, a by-law adopted by
the stockholders or a vote adopted by the holders of a majority of the shares
of stock entitled to vote on the election of directors. Such indemnification
may include payment by the corporation of expenses incurred defending a civil
or criminal action or proceeding in advance of the final disposition of such
action or proceeding, upon receipt of an undertaking by the person indemnified
to repay such payment if he shall be adjudicated to be not entitled to
indemnification under Section 67 which undertaking may be accepted without
reference to the financial ability of such person to make repayment. Any such
indemnification may be provided although the person to be indemnified is no
longer an officer, director, employee or agent of the corporation or of such
other organization or no longer serves with respect to any such employee
benefit plan. No indemnification shall be provided, however, for any person
with respect to any matter as to which he shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that his
action was in the best interest of the corporation or to the extent that such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
The Articles of Organization provide that directors and officers of
the Registrant shall be indemnified by the Registrant for all expenses incurred
by them in connection with any proceeding in which they are involved as a
result of serving or having served as a director or officer of the Registrant
or of any other organization at the Registrant's direction; provided that no
indemnification shall be provided to a director or officer with respect to a
matter as to which it shall have been adjudicated in any proceeding that the
director or officer did not act in good faith in the reasonable belief that his
action was in the best interests of the Registrant. As to any matter disposed
of by a compromise payment by the party seeking indemnification, pursuant to a
consent decree or otherwise, no indemnification shall be paid with respect to a
matter if the Registrant has obtained an opinion of counsel that with respect
to said matter, the director or officer did not act in good faith in the
reasonable belief that his action was in the best interests of the Registrant.
The provisions of the Articles of Organization of the Registrant do not limit
any lawful rights to indemnification existing independently of such provisions.
The Registrant has purchased directors' and officers' liability
insurance, which insures against certain losses arising from claims against
directors or officers of the Registrant by reason of certain acts, including a
breach of duty, neglect, error, misstatement, misleading statement, omission or
other act done or wrongfully attempted or any of the foregoing so alleged by
any claimant or any claim against an officer or director of the Registrant
solely by reason of his being such officer or director.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Registrant pursuant to the
foregoing provisions, the Securities and Exchange Commission has expressed its
opinion that such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) The following is a complete list of exhibits filed or
incorporated by reference as part of this registration statement.
4
<PAGE> 5
Exhibit Number Exhibit
4.1 Restated Articles of Organization (filed with the
Securities and Exchange Commission as Exhibit 3-A to
Registrant's Registration Statement on Form S-1 (No.
2-83051) and incorporated by reference) and the Articles
of Amendment dated January 12, 1988 (filed with the
Securities and Exchange Commission as an exhibit to
Registrant's Annual Report on Form 10-K for fiscal year
ended August 27, 1988 and incorporated by reference) and
the Articles of Amendment dated January 21, 1993 (filed
with the Securities and Exchange Commission as an
exhibit to Registrant's Quarterly Report on Form 10-Q
for fiscal quarter ended February 27, 1993 and
incorporated by reference).
4.2 By-Laws, as amended (filed with the Securities and
Exchange Commission as Exhibit 3-B to Registrant's
Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated by reference).
4.3 UniFirst Corporation Profit Sharing Plan, as amended.
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of
the securities being registered.
5.2 IRS Determination Letter.
23.1 Consent of Counsel (included in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.3 Consent of Arthur Andersen LLP, Independent Public
Accountants.
24.1 Powers of Attorney (included in Part II of this
registration statement).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement; and
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the registration statement or
any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the undersigned registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
and
5
<PAGE> 6
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
6
<PAGE> 7
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Wilmington, Commonwealth of
Massachusetts, on the 30th day of June, 1995.
UNIFIRST CORPORATION
By:/s/ Ronald D. Croatti
-------------------------
Ronald D. Croatti
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Aldo A. Croatti, Ronald D. Croatti and
John B. Bartlett, and each of them, as his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
in his or her name, place and stead, in any and all capacities to sign any or
all amendments or post-effective amendments to this registration statement, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney- in-fact and
agent or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Aldo A. Croatti Chairman and Director June 30, 1995
- --------------------------------------
Aldo A. Croatti
/s/ Ronald D. Croatti Principal Executive June 30, 1995
- -------------------------------------- Officer and Director
Ronald D. Croatti
/s/ John B. Bartlett Principal Financial Officer and June 30, 1995
- -------------------------------------- Principal Accounting Officer
John B. Bartlett
/s/ Donald J. Evans Director June 30, 1995
- --------------------------------------
Donald J. Evans
/s/ Reynold L. Hoover Director June 30, 1995
- --------------------------------------
Reynold L. Hoover
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ Albert Cohen Director June 30, 1995
- --------------------------------------
Albert Cohen
/s/ Cynthia Croatti Inello Director June 30, 1995
- --------------------------------------
Cynthia Croatti Inello
</TABLE>
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustees of the UniFirst Corporation Profit Sharing Plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Wilmington, Commonwealth of
Massachusetts, June 30, 1995.
UNIFIRST CORPORATION
PROFIT SHARING PLAN
/s/ Ronald D. Croatti
-----------------------------
Ronald D. Croatti,
Trustee
/s/ John B. Bartlett
-----------------------------
John B. Bartlett,
Trustee
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page+
- ---------- ----------- ----
<S> <C> <C>
4.1 Restated Articles of Organization (filed with the Securities and Exchange --
Commission as Exhibit 3-A to Registrant's Registration Statement on Form S-1
(No. 2-83051) and incorporated by reference) and the Articles of Amendment
dated January 12, 1988 (filed with the Securities and Exchange Commission as an
exhibit to Registrant's Annual Report on Form 10-K for fiscal year ended
August 27, 1988 and incorporated by reference) and the Articles of Amendment
dated January 21, 1993 (filed with the Securities and Exchange Commission as an
exhibit to Registrant's Quarterly Report on Form 10-Q for fiscal quarter ended
February 27, 1993 and incorporated by reference)
4.2 By-Laws, as amended (filed with the Securities and Exchange Commission as --
Exhibit 3-B to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated by reference)
4.3 UniFirst Corporation Profit Sharing Plan, as amended 10
5.1 Opinion of Goodwin, Procter & Hoar as to the legality of the securities being
registered 63
5.2 IRS Determination Letter 65
23.1 Consent of Counsel (included in Exhibit 5.1 hereto) --
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants 68
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants 69
24.1 Powers of Attorney (included in Part II of this registration statement) --
</TABLE>
____________________
+ Refers to sequentially numbered copy.
9
<PAGE> 1
EXHIBIT 4.6
UNIFIRST CORPORATION PROFIT SHARING PLAN
-------------------------------------------------------------
Restated effective January 1, 1995
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
- --------------------------------------------------------------------------------------------------
<S> <C>
ARTICLE 1: INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Restatement of plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Plan name. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Type of plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.4 Rules of plan interpretation. . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2: DEFINITIONS AND SERVICE RULES . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Affiliated employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Effective date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eligible employee class . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Employer / participating employer . . . . . . . . . . . . . . . . . . . . . 3
Employer stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Excess compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Family member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Highly compensated employee . . . . . . . . . . . . . . . . . . . . . . . . 4
Key employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Limitation year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Net compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Normal retirement age . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Permanent and total disability . . . . . . . . . . . . . . . . . . . . . . . 6
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Plan year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Top-heavy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
UniFirst Corporation Profit Sharing Plan
i
<PAGE> 3
<TABLE>
<S> <C>
Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
UniFirst . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Valuation dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Year of service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.2 Special service rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Conversion to elapsed time method of determining service credit. . . . . . . 7
first day of employment . . . . . . . . . . . . . . . . . . . . . . 7
hour of service . . . . . . . . . . . . . . . . . . . . . . . . . . 8
break in service . . . . . . . . . . . . . . . . . . . . . . . . . 8
Transition rule for determining years of service . . . . . . . . . . . . . . 8
Service with affiliated employers. . . . . . . . . . . . . . . . . . . . . . 9
Service while not a member of an eligible employee class . . . . . . . . . . 9
Effect of reaching normal retirement age . . . . . . . . . . . . . . . . . . 9
Leased employee service . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 3: ELIGIBILITY TO PARTICIPATE . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.1 General service requirement to make 401(k) deposits. . . . . . . . . . . . . . 10
3.2 Special service requirements for additional employer contributions. . . . . . . 10
ARTICLE 4: TYPES OF CONTRIBUTIONS AND REQUIRED LIMITS . . . . . . . . . . . . . . . . . . . 11
4.1 Sources of contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.2 Separate tax and contribution limits. . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 5: CODE SECTION 401(k) DEPOSITS AND ADDITIONAL EMPLOYER CONTRIBUTIONS . . . . . . . 13
5.1 401(k) deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
5.2 Additional employer contributions: amount and allocation method. . . . . . . . 14
Amount of additional employer contributions . . . . . . . . . . . . . . . . 14
Eligibility for additional employer contributions and forfeitures . . . . . 14
How employer contributions and forfeitures are allocated . . . . . . . . . . 14
Time to make employer contributions. . . . . . . . . . . . . . . . . . . . . 14
Characterization of employer contributions . . . . . . . . . . . . . . . . . 15
ARTICLE 6: ACCOUNTING PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1 Establishment of individual investment accounts. . . . . . . . . . . . . . . . 15
6.2 Types of accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.3 Rollover accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
6.4 Employee after-tax accounts. . . . . . . . . . . . . . . . . . . . . . . . . . 18
6.5 Loan accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
UniFirst Corporation Profit Sharing Plan
ii
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE 7: VESTING; PAYMENT FROM PLAN ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . 19
7.1 Vesting rules for accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
7.2 Description of events which permit payments. . . . . . . . . . . . . . . . . . 20
7.3 Description of events which require payment. . . . . . . . . . . . . . . . . . 20
7.4 Distributions to older persons and beneficiaries. . . . . . . . . . . . . . . . 21
7.5A Payment options. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
7.5B Requirements if annuity is purchased. . . . . . . . . . . . . . . . . . . . . 22
7.6 Time of payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
7.7 Direct rollover rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
ARTICLE 8: LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
8.1 Loans to participants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ARTICLE 9: DEATH BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.1 Amount of benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.2 Selection of beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
9.3 Protection for spouse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.4 Distribution if no current beneficiary form. . . . . . . . . . . . . . . . . . 27
ARTICLE 10A: NAMED FIDUCIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10A.1 Identity of fiduciaries. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
10A.2 Responsibilities of employer as plan sponsor. . . . . . . . . . . . . . . . . 27
10A.3 Responsibilities and authority of trustees. . . . . . . . . . . . . . . . . . 28
10A.4 Trustees of the trustee-managed trust as plan administrator. . . . . . . . . 28
10A.5 Appointment of special investment co-trustees and investment managers . . . . 29
10A.6 Responsibilities are not shared. . . . . . . . . . . . . . . . . . . . . . . 30
10A.7 Actions by the employer. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10A.8 Allocation and delegation of responsibilities. . . . . . . . . . . . . . . . 30
10A.9 Advice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10A.10 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
10A.11 Voting employer shares. . . . . . . . . . . . . . . . . . . . . . . . . . . 31
ARTICLE 10B: TRUST FUND PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10B.1 Standard of conduct. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
10B.2 Permitted investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10B.3 General powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
10B.4 Records and reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10B.5 Resignation and removal. . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10B.6 Successor appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
10B.8 Bonding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>
UniFirst Corporation Profit Sharing Plan
iii
<PAGE> 5
<TABLE>
<S> <C>
10B.9 Third parties protected. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
10B.10 Consultation with counsel. . . . . . . . . . . . . . . . . . . . . . . . . . 35
10B.11 Special provisions when bank is co-trustee of the trustee-managed trust. . . 35
ARTICLE 11: PLAN AMENDMENT, MERGER AND TERMINATION . . . . . . . . . . . . . . . . . . . . 36
11.1 Amendment of plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.2 Merger of plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.3 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
11.4 Effect of termination. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
11.5 Refund of Code Section 401(k) deposits on plan termination. . . . . . . . . . 37
ARTICLE 12: LIMITATION RULES UNDER THE CODE . . . . . . . . . . . . . . . . . . . . . . . . 37
12.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
12.2 401(k) deposits: limits and refund procedures. . . . . . . . . . . . . . . . . 40
12.3 401(m) deposits: limits and refund procedures. . . . . . . . . . . . . . . . . 41
12.4 Code Section 415 limitations on annual additions. . . . . . . . . . . . . . . 42
ARTICLE 13: TOP-HEAVY PLAN RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.1 Applicability of article. . . . . . . . . . . . . . . . . . . . . . . . . . . 43
13.2 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
13.3 Limit on compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.4 Minimum contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
13.5 Vesting in accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE 14: MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
14.1 Nonalienation of benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
14.2 Payment to minors and incompetents. . . . . . . . . . . . . . . . . . . . . . 46
14.3 Current address of payee. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
14.4 Exclusive benefit of participants. . . . . . . . . . . . . . . . . . . . . . . 47
14.5 Plan does not create extra employment rights. . . . . . . . . . . . . . . . . 47
14.6 Application of plan's terms. . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.7 Benefits not guaranteed. . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.8 Return of employer contributions. . . . . . . . . . . . . . . . . . . . . . . 47
14.9 Rules of construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
14.10 Text controls. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
14.11 Applicable state law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
ARTICLE 15: CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.1 Claims review procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
15.2 Disputes over entitlement to benefits. . . . . . . . . . . . . . . . . . . . . 48
</TABLE>
UniFirst Corporation Profit Sharing Plan
iv
<PAGE> 6
UNIFIRST CORPORATION PROFIT SHARING PLAN
- --------------------------------------------------------------------------------
ARTICLE 1: INTRODUCTION
1.1 RESTATEMENT OF PLAN. UniFirst Corporation sponsors a profit sharing plan
for its eligible employees and for the eligible employees of its participating
subsidiaries. The plan is restated into the form of this document: (1) to
reflect certain administrative amendments, and (2) to set out rules under which
participants will be provided the right to select among various investments
designated by the trustees, including mutual funds and shares of UniFirst
stock, and (3) to provide for institutional trusteeship of that portion of the
trust fund which may be invested pursuant to participant direction.
1.2 PLAN NAME. The plan name continues to be the UNIFIRST CORPORATION PROFIT
SHARING PLAN.
1.3 TYPE OF PLAN. The plan is a profit sharing plan with a compensation
reduction feature under Section 401(k) of the Internal Revenue Code of 1986.
The plan is also an "eligible individual account plan" as described in ERISA
Section 407(b)(3) which may invest in shares of employer stock. Participants
may use the plan to defer compensation for retirement, subject to plan and
Internal Revenue Code limits and the employer may also contribute additional
amounts for the benefit of eligible participants. Participants are permitted
to designate investments for a portion of their account balance under
procedures intended to comply with Section 404(c) of ERISA.
1.4 RULES OF PLAN INTERPRETATION. If there should be any conflict or
ambiguity, the plan is to be interpreted so that Internal Revenue Code and
ERISA references have priority over all plan provisions. In all events, the
plan must be interpreted to be consistent with the Internal Revenue Code and
its rules for qualification.
ARTICLE 2: DEFINITIONS AND SERVICE RULES
2.1 DEFINITIONS. Certain terms used in the plan are defined in this article.
Other definitions appear in the text and the location of a definition is of no
significance.
- - Account is the bookkeeping entry maintained by the trustees to keep
track of each participant's interest in the trust fund. Subaccounts
may be maintained when appropriate. Accounting rules appear in
Article 6.
- - Affiliated employer means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b))
which includes the employer, any trade or
UniFirst Corporation Profit Sharing Plan
<PAGE> 7
business, whether or not incorporated, which is under common control
(as defined in Code Section 414(c)) with the employer, any
organization, whether or not incorporated, which is a member of an
affiliated service group (as defined in Code Section 414(m)) which
includes the employer, and any other entity required to be aggregated
with the employer pursuant to regulations, when promulgated, under
Code Section 414(o).
- - Beneficiary means a person, class of persons or trust designated by a
participant or by the terms of the plan to receive any amounts payable
under the plan upon the death of a participant.
- - Board means the board of directors of UniFirst or, when the context
requires, the board of directors of an affiliated employer.
- - Code means the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute enacted in its place.
- - Compensation of an employee for any plan year is:
- his salary or hourly wages from a participating employer while
a plan participant in an eligible employee class during such
plan year, including overtime, bonuses, and commissions, and
excluding compensation accrued but not paid during the plan
year.
- Compensation will be grossed up by the amount of compensation
reduction elected by the participant under any Code Section
401(k) or Code Section 125 benefit plans of UniFirst or any
participating employer (except that compensation may not be
grossed up when determining the Code Section 415 limit on plan
additions, which limit is described in Article 12).
- Compensation excludes:
- any payments to or benefits received under this or any
other public or private employee benefit plan, and
- amounts paid or reimbursed for moving expenses, and
- amounts realized from the exercise of any stock
option, or when restricted stock or property held by
an employee either becomes freely transferable or is
no longer subject to a substantial risk of
forfeiture, and
- any other amounts which are fringe benefits, whether
or not taxable, such as group term life insurance, and
UniFirst Corporation Profit Sharing Plan
2
<PAGE> 8
- compensation in excess of $150,000, as adjusted by
the Commissioner for increases in the cost of living
in accordance with section 401(a)(17)(B) of the
Internal Revenue Code. For purposes of applying this
limitation, the family unit of an employee who either
is a 5% owner or is both a highly compensated
employee and one of the ten most highly compensated
employees will be treated as a single employee with
one compensation. Except for the purpose of
determining excess compensation, the annual
compensation limit will be allocated among the
members of the family unit prorata to actual
compensation. For this purpose, a family unit is the
employee who either is a 5% owner or is one of the
ten most highly compensated employees, the employee s
spouse, and the employee s lineal descendants who
have not attained age 19 before the close of the
year.
- - Effective date of this restated plan, unless a different date is
specifically referenced, is January 1, 1995. The right of persons who
have terminated employment before that date, or before the effective
date of any amendment, are determined under the terms of the plan in
effect at the time of employment termination.
- - Eligible employee class is any position of employment with the
employer except for employment while a member of a collective
bargaining unit with which retirement benefits were the subject of
good faith bargaining and with which participation in this plan was
not agreed upon. In addition, no employee of an affiliated employer
in the Commonwealth of Puerto Rico will be considered a member of an
eligible employee class for purposes of electing compensation
reduction under Code Section 401(k). Leased employees, if any, within
the meaning of Code Section 414(n)(2) are not members of the eligible
employee class.
- - Employee means any person employed as a common law employee by the
employer.
- - Employer / participating employer means UniFirst and each other
participating employer which adopts this plan for its employees with
the consent of the board of directors of UniFirst. However, only
UniFirst is considered to be the employer in any case in which this
plan provides for the exercise of discretion in the appointment of a
trustee or to the extent the plan permits or requires the exercise of
sponsorship functions such as the amendment or termination of the
plan.
- - Employer stock means any qualifying employer securities, within the
meaning of Code Section 4975(e)(8), of UniFirst or of an affiliated
employer. For this plan, the term means either:
- shares of voting common stock authorized for issuance by
UniFirst or an affiliated employer which are readily tradable
on an established securities market, or
UniFirst Corporation Profit Sharing Plan
3
<PAGE> 9
- if at any time there are no readily tradable securities, the
term employer stock means securities as described in Code
Section 409(l)(2).
- - ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor statute enacted in its
place.
- - Excess compensation for any plan year means compensation in excess of
85% of the FICA taxable wage base in effect at the beginning of the
plan year.
- - Family member is a spouse, lineal ascendant, lineal descendant, or a
spouse of a lineal ascendant or descendant of any employee or former
employee.
- - Forfeitures are amounts which are not owed to a participant who
terminates before he is fully vested under plan rules. Forfeited
amounts are allocated to the accounts of other participants in the
year of termination of employment, but will be restored to
participants who return to work, as provided more full in Section 7.1.
- - Highly compensated employee is an employee who performs service during
the determination year and is described in at least one of the
following groups:
- The employee is a 5-percent owner as defined in Code Section
416(i)(1)(A)(iii) at any time during the look-back year or the
determination year.
- The employee receives compensation in excess of $75,000
(indexed in accordance with Code Section 415(d)) during the
look-back year.
- The employee receives compensation in excess of $50,000
(indexed in accordance with Code Section 415(d)) during the
look-back year and is a member of the top-paid group for the
look-back year.
- The employee is an officer, within the meaning of section
416(I), during the look-back year and receives compensation in
excess of 50% of the dollar limitation in effect under Code
Section 415(b)(1)(A) for the calendar year in which the
look-back year begins.
- The employee is both (1) described in one of the first three
paragraphs above when such paragraphs are modified to
substitute the determination year for the look-back year, and
(2) one of the 100 employees who receive the most compensation
from the employer during the determination year.
For purposes of this definition of highly compensated employee, the
following apply:
UniFirst Corporation Profit Sharing Plan
4
<PAGE> 10
- The determination year is the plan year for which the
determination of who is highly compensated is being made.
- The look-back year is the calendar year ending with or within
the determination year.
- The top-paid group consists of the top 20% of employees ranked
on the basis of compensation received during the year. For
purposed of determining the number of employees in the
top-paid group, employees described in Code section 414(q)(8)
and Q&A 9(b) of section 1.414(q)-1T of the regulations are
excluded.
- The number of officers is limited to 50 (or, if fewer, the
greater of 3 employees or 10% of employees) excluding those
employees who may be excluded in determining the top-paid
group.
- When no officer has compensation in excess of 50% of the Code
Section 415(b)(1)(A) limit, the highest paid officer is
treated as highly compensated.
- Compensation is compensation within the meaning of Code
Section 415(c)(3), including elective or salary reduction
contributions to a cafeteria plan, cash or deferred
arrangement or tax-sheltered annuity.
- Employers aggregated under Code Sections 414(b), (c), (m), or
(o) are treated as a single employer.
- - Key employee is defined in Section 13.2.
- - Limitation year means, for purposes of determining maximum
allocations and benefits under the limitation rules of Code Section
415, the calendar year.
- - Net compensation means compensation reduced by the following amounts:
- any Code Section 401(k) deferrals elected by the participant,
- any other form of compensation deferrals, such as through a
Code Section 125 cafeteria plan or under a non- qualified
compensation reduction agreement.
- - Normal retirement age is age 60. Participants are not required to
retire on that date and will continue to participate if otherwise
eligible under plan terms.
UniFirst Corporation Profit Sharing Plan
5
<PAGE> 11
- - Participant means an employee who has satisfied the eligibility
standards to become a participant in the plan under Article 3. Where
the context requires or permits, participant also refers to a person
who was formerly an active participant in the plan and who retains the
right to receive future vested payments. A person's status as a
participant will end when he has received all benefits to which he is
entitled under the plan.
- - Permanent and total disability means the suffering of a disability
which would be expected to be of permanent duration or to result in
death and which incapacitates the employee from employment. Receipt
of a Social Security disability award will be considered proof of
permanent and total disability.
- - Plan means the UniFirst Corporation Profit Sharing Plan, as set forth
in this instrument and including any amendments that are subsequently
adopted.
- - Plan administrator is the named fiduciary under ERISA charged with the
administration of the plan. The persons appointed to serve as
trustees of the "trustee-managed" trust also serve as the plan
administrator. The duties of those trustees in their role as plan
administrator are referred to throughout this document and are set out
in detail in Article 10A.
- - Plan year means the 12-month period from January 1 through December 31.
- - Top-heavy definitions, including top-heavy plan, key employee,
permissive and required aggregation groups, etc. are of limited
applicability, due to the unlikely possibility of the plan ever being
characterized as top-heavy within the meaning of Code Section 416.
The definitions appear in Article 13.
- - Trust fund means the cash, mutual funds and other property, which may
include employer stock, held by the trustees for plan purposes.
- - Trust means the trust agreement or trust agreements in which the trust
funds are invested. Effective January 1, 1995, there will be two
trust agreements: the "participant-directed trust" which will be
trusteed by Merrill Lynch Trust Co. of America or such other
institution or individual as UniFirst designates and the
"trustee-managed trust" which will be trusteed by John Bartlett and
Ronald Croatti, or such other individuals or institution as UniFirst
designates.
- - Trustees means the persons or institutions named by the board as
trustees or serving from time to time as the successor trustees of the
trust fund.
- - UniFirst means UniFirst Corporation, a corporation with its principal
office in Wilmington, Massachusetts, and the sponsor of the plan.
UniFirst Corporation Profit Sharing Plan
6
<PAGE> 12
- - Valuation dates are the dates as of which income and losses, realized
and unrealized, is allocated to plan accounts. Effective January 1,
1995, it is intended that each day will be a valuation date. The
trustees may determine at any time, on a uniform basis, to limit the
number of valuation dates, provided that the last day of a plan year
will always be considered a valuation date.
- - Vested means a non-forfeitable interest in an account, as discussed
more fully in Article 7.
- - Year of service is defined in Section 2.2.
2.2 SPECIAL SERVICE RULES.
- - Conversion to elapsed time method of determining service credit.
- Prior to January 1, 1995, the plan has determined years of
service for vesting purposes based on a method which credited
one year for each calendar year in which 1,000 or more hours
of paid service was credited to the employee. After December
31, 1994, vesting service will be determined under the
following "elapsed time" method as permitted in ERISA
regulations. Hours will continue to be counted, however, to
determine if an employee is entitled to share in employer
contributions under Section 3.2.
For purposes of determining an employee's eligibility to
participate in the plan or to determine the employee's
nonforfeitable interest in his account balance derived from
employer contributions, an employee will receive credit for
the aggregate of all time period(s) commencing with the
employee's first day of employment or reemployment and ending
on the date a break in service begins. An employee will also
receive credit for any period of severance of less than 12
consecutive months.
- For purposes of this section, the following definitions apply:
- The first day of employment or reemployment is the
first day the employee performs an hour of service.
For participants with one or more years of service as
of December 31, 1994, the plan will refer to "deemed
employment dates" under the following table in order
that service credit not be diminished for any
employee as of the effective date of this change.
- An hour of service shall mean each hour for which an
employee is paid or entitled to payment for the
performance of duties for the employer.
UniFirst Corporation Profit Sharing Plan
7
<PAGE> 13
- A break in service is a period of severance of at
least 12 consecutive months. A period of severance
is a continuous period of time during which the
employee is not employed by the employer. Such
period begins on the date the employee retires, quits
or is discharged, or if earlier, the 12 month
anniversary of the date on which the employee was
otherwise first absent from service.
In the case of an individual who is absent from work
for maternity or paternity reasons, the
12-consecutive month period beginning on the earlier
of the employee's retirement, resignation or
termination date or the first anniversary of the
first date of such absence shall not constitute a
break in service. For purposes of this paragraph, an
absence from work for maternity or paternity reasons
means an absence (1) by reason of the pregnancy of
the individual, (2) by reason of the birth of a child
of the individual, (3) by reason of the placement of
a child with the individual in connection with the
adoption of such child by such individual, or (4) for
purposes of caring for such child for a period
beginning immediately following such birth or
placement.
- - Transition rule for determining years of service.
- It is intended that each employee as of December 31, 1994 will
have a vesting percentage equal to the percentage earned under
the document prior to this restatement. In order to measure
years of service under the "elapsed time method" the following
transition rule is adopted to determine the vesting
commencement date for persons with one or more years of
vesting service under the prior document. For those persons,
measurement of elapsed time service will be deemed to commence
as of the January 1 of the appropriate year under the
following table:
<TABLE>
<S> <C>
Years of service as of 12/31/94 under plan before Elapsed time "deemed" vesting commencement date:
this restatement:
No years of service Date of first hour of service, but not earlier than
January 1, 1994
One year of service January 1, 1994
Two years of service January 1, 1993
Three years of service January 1, 1992
Four years of service January 1, 1991
Five or more years of service January 1, 1990
</TABLE>
UniFirst Corporation Profit Sharing Plan
8
<PAGE> 14
- - Service with affiliated employers.
- An employee's service with an affiliated employer will be
counted as years of service for purposes of this plan,
although participation is limited only to employees of the
employer and to employees of any affiliated employer who
adopts the plan.
- Effective as of January 1, 1994 an employee's pre-acquisition
service with an employer which has been acquired by UniFirst
(whether a stock acquisition, merger or an acquisition of some
or all of the employer's assets) will be credited for vesting
and eligibility purposes.
- Employees referred to in the previous sentence will be
entitled to participate in the plan as early as the plan year
of the acquisition based on the following rules:
- Taking pre-acquisition service into account, they
would have qualified as participants as of the first
day of the plan year or, for plan years starting
after 1994, as of any day in the plan year.
- Taking preacquisition service into account, they
would have been credited with at least 1,000 paid
hours of service in the plan year and be employed (or
have "employment-type" credit) at the last day of the
plan year.
- Their share of employer contributions and forfeitures
will only be based on compensation earned after the
acquisition.
- - Service while not a member of an eligible employee class. An
employee's service while not a member of an eligible employee class
will be counted for purposes of determining eligibility to join the
plan and for vesting credit. In any plan year in which the employee
was partly in an ineligible employee class, all hours in the
ineligible class, but not compensation earned while in that class,
will be credited for the Section 3.2 requirement that an employee work
for 1,000 hours to share in the Company contribution.
- - Effect of reaching normal retirement age. No employee is required to
retire at his normal retirement age. A participant becomes fully
vested in his plan accounts, regardless of his years of vesting
service on reaching normal retirement age. In addition, in no event
would payment of a vested account balance to a terminated employee who
has requested payment be postponed more than 60 days following the
later of the plan year of his normal retirement age or the plan year
of his termination of employment.
UniFirst Corporation Profit Sharing Plan
9
<PAGE> 15
- - Leased employee service. A leased employee within the meaning of
Section 414(n)(2) of the Code will receive eligibility and vesting
credit for service under this plan if he ever becomes eligible for
participation due to his transfer of employment to an eligible
employee class.
ARTICLE 3: ELIGIBILITY TO PARTICIPATE
3.1 GENERAL SERVICE REQUIREMENT TO MAKE 401(K) DEPOSITS.
- - All employees who were participants in the plan prior to January 1,
1995 will continue to be eligible to make Code Section 401(k)
deposits, through salary deferral elections, as of that effective date
if they are members of an eligible employee class.
- - Any other employee will be eligible to make Code Section 401(k)
deposits, through salary deferral elections, on the day following 90
consecutive days of employment or, if later, on the first day in which
he becomes a member of an eligible employee class.
- - An employee in an eligible employee class who has not qualified under
one of the previous two criteria will be eligible to make Code Section
401(k) deposits effective as of the January 1 or July 1 following
completion of 1 year of service.
- - A participant who returns to employment in an eligible employee class
after leaving the class for any reason (including termination of
employment) will resume active participation in the plan on the date
of his return.
3.2 SPECIAL SERVICE REQUIREMENTS FOR ADDITIONAL EMPLOYER CONTRIBUTIONS. An
employee is eligible to share in additional employer contributions and
forfeitures if he is in an eligible employee class at any time during the plan
year and:
- - has completed at least one year of service under the elapsed time
method described in Section 2.2 before the last day of the plan year;
and
- - has been paid for 1,000 or more hours of service in the plan year,
except that effective as of January 1, 1994 this requirement need not
be met if the participant's status as an active employee ended during
the plan year due to retirement on or after normal retirement age, on
account of permanent and total disability, or death; and
- - is employed or has "employment-type credit" and is a member of an
eligible employee class on the last day of such plan year, except that
this requirement need not be met if the participant was
UniFirst Corporation Profit Sharing Plan
10
<PAGE> 16
a member of an eligible class and this status ended during the plan
year due to retirement on or after normal retirement age, on account
of permanent and total disability, or death.
- Lump sum payments for accumulated vacation time will not
extend the time of employment for purposes of this allocation
requirement.
- A commission sales employee is not considered to have
"employment-type credit" after the last hour of service as an
active employee, even if he is maintained on the payroll
system as an active employee from the time of his termination
of active employment through the end of the payroll period in
which his last commission check is paid.
- An employee is deemed to have "employment-type credit" on the
last day of a plan year (for purposes of the above allocation
requirement) if:
- he is absent while eligible for workmen's compensation
payments; or
- he is absent while on an approved leave of absence; or
- he is collecting termination or severance payments
from the employer.
ARTICLE 4: TYPES OF CONTRIBUTIONS AND REQUIRED LIMITS
4.1 SOURCES OF CONTRIBUTIONS. Contributions to the plan will be from the
following sources:
- - The employer,
- which will deposit amounts according to participants' Code
Section 401(k) compensation reduction elections; and
- which may contribute additional amounts, if approved by its
board, which amounts will be shared according to ratios based
on compensation and excess compensation, as described in
Section 5.2; and
- - Employees,
- who were permitted prior to January 1, 1989 to make voluntary
"after-tax" contributions under the plan. No further employee
"after-tax" contributions are permitted due to complicated
discrimination and tax-reporting rules in the Code that apply
to such contributions. Amounts which have been contributed on
or before that
UniFirst Corporation Profit Sharing Plan
11
<PAGE> 17
date will continue to be administered under the terms of this
plan. (Special rules which apply to employee "after- tax"
contributions appear in Section 6.5).
- who have worked with other employers and who may elect to
transfer to the plan "rollover" amounts which they may have
accumulated under the qualified plans of those other
employers. (Special rules which apply to "rollover"
contributions appear in Section 6.5.)
4.2 SEPARATE TAX AND CONTRIBUTION LIMITS. Employer contributions are subject
to the following separate limits: 1 general deduction limit (which is based on
all amounts contributed to the plan) and separate participant contribution
limits. Voluntary employee contributions which were made after December 31,
1986 are also subject to participant contribution limits described in this
restated plan. Contributions which exceed any of the limits will be refunded
according to the appropriate refund provisions in Article 12 or Section 14.8
- - EMPLOYER CONTRIBUTIONS ARE LIMITED TO THE GENERAL DEDUCTION
LIMITATIONS FOR PROFIT SHARING PLANS UNDER CODE SECTION 404. In most
cases, this means that the employer contributions -- both according to
Code Section 401(k) elections and additional employer contributions --
may not exceed 15% of the compensation of all active participants
during the plan year.
- - PARTICIPANT ELECTION LIMITS UNDER CODE SECTION 401(K). Effective for
plan years after December 31, 1986, employer contributions on account
of participants' Code Section 401(k) elections are limited to the
smaller of the following amounts for any participant in a plan year:
- $7,000 increased each year according to the Treasury department
factor described in Section 12.1; and
- if the participant is a highly compensated employee, the
amount determined under the percentage tests described in
Section 12.2.
- - VOLUNTARY EMPLOYEE CONTRIBUTION LIMITS UNDER CODE SECTION 401(M).
Effective for plan years after December 31, 1986, employee voluntary
"after-tax" contributions of highly compensated employees are limited
under the percentage tests described in Section 12.3.
- - PARTICIPANT OVERALL LIMIT FOR ALL EMPLOYER CONTRIBUTIONS AND EMPLOYEE
VOLUNTARY "AFTER-TAX" CONTRIBUTIONS UNDER CODE SECTION 415. Code
Section 415 is incorporated by reference and the specific way it is to
apply is described in Section 12.4. Code Section 415 limits a
participant's share of employer contributions (whether due to a Code
Section 401(k) election or due to an additional employer
contribution), forfeitures, and voluntary "after-tax" contributions
during a plan year. The limit, per participant, is generally the
lesser of 25% of the participant's net
UniFirst Corporation Profit Sharing Plan
12
<PAGE> 18
compensation or a flat dollar amount, presently set by IRS at $30,000.
The limits would be reduced if a participant also earned benefits
under another Code-qualified plan of the employer or an affiliated
employer.
- - TOP-HEAVY RULE LIMITS FOR EMPLOYER CONTRIBUTIONS TO KEY EMPLOYEES
UNDER CODE SECTION 416. It is highly unlikely that this plan would
ever be considered top heavy under Code Section 416 (generally, if 60%
or more of the account balances are accumulated by officers, major
shareholders, and their family members). The specific rules, which
relate to top-heavy plans are in Article 13.
ARTICLE 5: CODE SECTION 401(K) DEPOSITS AND ADDITIONAL EMPLOYER CONTRIBUTIONS
5.1 401(K) DEPOSITS.
- - Deposits are compensation reduction. A participant may elect to give
up part of his compensation in exchange for the employer contributing
such amount to the plan on his behalf. This compensation reduction
technique is meant to comply with Section 401(k) of the Code.
- - Sign-up procedure for 401(k) deposits. A participant who wants to
reduce his compensation so that the employer may contribute on his
behalf must notify the plan administrator before receiving payment.
The participant will have the first opportunity to do this when he
becomes eligible to participate in the plan. After that, a
participant may make the election only as of such other dates during
the plan year as the plan administrator permits. The plan
administrator may require participants to give reasonable advance
notice and may require use of a form designed for that purpose.
- - Increasing and reducing 401(k) deposits. A participant may increase
or reduce the rate of his Code Section 401(k) compensation reduction.
An increase in the rate will become effective at such date or dates
during the plan year as the plan administrator determines. A decrease
in the rate will become effective as soon as administratively
possible.
- - Collection procedures. The employer will collect participants' Code
Section 401(k) deposits through payroll deduction or other procedures
established by the plan administrator. Participants are not permitted
to pay such amounts directly. The employer will pay such 401(k)
deposits to the trustees within a reasonably short time from
collection.
- - Plan administrator rules. The plan administrator may establish such
rules and procedures for Code Section 401(k) elections as deemed
necessary for the efficient administration of the plan.
UniFirst Corporation Profit Sharing Plan
13
<PAGE> 19
The plan administrator's rules may provide for reducing or increasing
the advance notice requirement in any case or class of cases.
5.2 ADDITIONAL EMPLOYER CONTRIBUTIONS: AMOUNT AND ALLOCATION METHOD.
- - Amount of additional employer contributions. For each plan year each
participating employer in the plan will contribute the amount
determined by its board of directors.
- - Eligibility for additional employer contributions and forfeitures.
Additional employer contributions and forfeitures will only be shared
by participants who have satisfied the special service requirements
described in Section 3.2.
- - How employer contributions and forfeitures are allocated. Employer
contributions, along with any forfeitures for the year, will be
allocated to each eligible participant according to the following 3
steps.
- Step 1: According to the ratio of each eligible participant's
excess compensation for the year, compared to the total of the
excess compensation of all eligible participants until 5.4% of
the total excess compensation of all eligible participants has
been allocated, and subject further to the "equalization" rule
described in Step 3, below.
- Step 2: According to the ratio of each eligible participant's
compensation for the year, compared to the compensation of all
eligible participants for the year.
- Step 3 "equalization" rule: To prevent over-contributions that
would violate Code Section 401, contributions and forfeitures
allocated under Step 1 may never exceed, when expressed as a
percentage of the excess compensation of all eligible
participants, the employer contributions and forfeitures
allocated under Step 2 expressed as a percentage of the
compensation of all eligible participants.
- - Time to make employer contributions. The employer will pay its
contributions to the trustees no later than the due date, including
extensions, for filing the corporate federal income tax return for
such year.
- - Characterization of employer contributions. Employer contributions
are considered to be contributions to a "profit sharing plan",
although such contributions are not limited to current or accumulated
profits. The employer may contribute to the plan even in years when
it has losses.
UniFirst Corporation Profit Sharing Plan
14
<PAGE> 20
ARTICLE 6: ACCOUNTING PROCEDURES
6.1 ESTABLISHMENT OF INDIVIDUAL INVESTMENT ACCOUNTS.
- - Prior to January 1, 1995, all plan funds were maintained as
bookkeeping accounts without actual segregation of amounts in each
participant's name within the Trust Fund. The allocation of
participant 401(k) deposits, employer contributions and forfeitures,
"after-tax" employee contributions, investment gains and losses, and
accounting for withdrawals, loans, loan repayments, and rollovers was
performed pursuant to accounting rules set forth in the plan prior to
this restatement and separate account records were maintained for each
type of account.
- - Effective January 1, 1995, or as soon thereafter as administratively
possible, each participant's account will be segregated as follows:
- all amounts in his 401(k) deposit account, including all
qualified non-elective contributions ("deemed" 401(k)
deposits), all amounts in his "after-tax" employee
contributions account, all amounts in his rollover account, and
1/2 of the amount in his employer contributions and forfeiture
account will be allocated to individual "sub- accounts" in the
name of each individual participant within the
participant-directed trust fund, and
- 1/2 of the amount in his employer contributions and forfeiture
account will be allocated to individual "sub- accounts" in the
name of each individual participant within the trustee-managed
trust fund.
- - Participant-directed trust. The participant sub-accounts in the
participant-directed trust fund will be invested exclusively in mutual
funds designated by the plan administrator and in shares of employer
stock.
- It is intended that at least three mutual funds will be
designated and that participants will be allowed to designate
that all funds in their individual sub-accounts will be
allocated among one or more of the available mutual funds and
also used to purchase shares of employer stock.
- Mutual funds and employer stock will be priced daily, in
accordance with industry practice and, effective April 1,
1995, participants may change their investment mix on any
business day on which trading is permitted by direct call to a
toll-free number staffed by personnel employed by the sponsor
of the mutual funds. Transactions will generally be processed
based on closing prices posted following the telephone call
and in accordance with rules of the sponsor of the mutual
funds.
UniFirst Corporation Profit Sharing Plan
15
<PAGE> 21
- For the period from January 1, 1995 through March 31, 1995, the
trustees of the trustee-managed trust will designate to the
trustees of the participant-directed trust the investment
allocation to apply uniformly to all participants and each
sub-account in the participant-directed trust will be invested
among the mutual funds in accordance with those directions.
(Shares of employer stock will not be purchased by the
participant-directed trust during this period.) In determining
the appropriate investment mix for this interim period from
January 1, 1995 through March 31, 1995, the trustees will be
governed by the general principles of prudence and
diversification required by ERISA and set out more fully in the
trust provisions of this document.
- The plan administrator may adopt rules which restrict the
purchase and sale of employer stock by participants who are
subject to Section 16 of the Securities Exchange Act of 1934,
including a prohibition on sales or purchases of employer
stock through toll-free telephone call and requirements that
all such transactions be processed only at certain times in
accordance with special rules of the plan administrator.
- - Trustee-managed trust.
- The participant sub-accounts in the trustee-managed trust fund
may be invested in the mutual funds which are available for use
in the participant-directed fund and also may be invested in
shares of employer stock and in an additional diversified
investment fund.
- The diversified investment fund may include any of the
permitted investments described in Section 10B.2. The
diversified investment fund will be valued on a daily basis. To
the extent that the diversified investment funds hold real
estate or other assets for which appraisals are required, the
daily valuations will refer to the most recent appraisal prices
for those assets and appraisals will be required at least once
each year as of December 31.
- Effective January 1, 1995 and thereafter, the trustees of the
trustee-managed trust will determine the appropriate investment
mix for the participant sub-accounts in the trustee-managed
trust fund. The trustee decision will apply uniformly to all
participants although, in their discretion, they may designate
different investment mixes for different classes of
participants, such as participants who are nearing retirement
age or participants who have retired and have elected
installment payments. Based on uniform classes, the trustees of
the managed trust may also permit transfer of sub-accounts
under their management to the participant-directed trust, such
as for retirees who have elected installment payments.
UniFirst Corporation Profit Sharing Plan
16
<PAGE> 22
- - Allocation of future employee 401(k) deposits, employer contributions
and forfeitures. Unless the plan administrator determines otherwise,
all such amounts will be allocated as follows:
- all 401(k) deposits and 1/2 of employer contributions and
forfeitures to the participant-directed trust, and
- 1/2 of employer contributions and forfeitures to the
trustee-managed trust.
6.2 TYPES OF ACCOUNTS. Appropriate record will be maintained of the
participant sub-accounts in each of the two trust funds so that plan records
will continue to reflect the amounts held in each participant's Code Section
401(k) deposit account, additional employer contribution and forfeiture
account, employee after-tax contribution account (attributable to pre-January
1, 1989 contributions, if any), rollover account, (if any, pursuant to Section
6.3), and loan account, (if any, pursuant to Section 8.1) and any other
category for which the plan administrator determine a separate account is
necessary.
6.3 ROLLOVER ACCOUNTS.
- - With the approval of the plan administrator, an employee may make a
rollover to the plan or cause to be transferred to from a qualified
trust, qualified annuity plan, individual retirement account or
individual retirement annuity amounts which are qualifying rollover
distributions as defined in the Code. Rollovers with respect to
individually deducted IRA contributions and accumulated deductible
employee contributions made under another plan will not be permitted.
- - All rollovers will be transferred to the participant-directed trust and
not to the trustee-managed trust.
- - A direct transfer from another plan will not be accepted unless it is
established to the satisfaction of the plan administrator that the
transferred amount is exempt under from the joint and survivor annuity
requirements of ERISA and that there are no benefit options applicable
to the transferred amount which are not available benefit options
under this plan.
- - The employer, the plan administrator, and the trustees are not
responsible for the tax consequences of any rollover.
- - If an employee who is not yet a participant makes a rollover
contribution, he will be considered to be a participant with respect
to such contribution only. He will not be a participant for any other
purpose of the plan until he completes the requirements for
participation under Article 3.
- - The plan administrator in its discretion may direct the return to the
employee (or the retransfer to another trustee or custodian designated
by the employee) of any rollover contribution to the
UniFirst Corporation Profit Sharing Plan
17
<PAGE> 23
extent the plan administrator determines that such return may be
necessary to insure the continued qualification of this plan under
Section 401(a) of the Code or that the holding of such rollover
contribution would be administratively burdensome.
- - An employee at all times has a 100% vested interest in his rollover
account.
- - An employee may not withdraw amounts from his rollover account while
employed. In all respects, rollover accounts will be administered in
the same manner as accounts attributable to additional employer
contributions. Loans are permitted from rollover accounts only to the
extent permitted by plan rules for loans from other plan accounts.
6.4 EMPLOYEE AFTER-TAX ACCOUNTS.
- - An employee at all times has a 100% vested interest in any account
attributable to his own "after-tax" employee contributions (which are
no longer permitted under the plan).
- - An employee may withdraw amounts from his "after tax" account at any
time, except that withdrawals during employment are limited to 1 per
year and the minimum withdrawal is the lesser of $1,000 or the amount
in the "after tax" account. Withdrawals from the account will be
deemed to come out in the following order:
- return of after-tax contributions made before January 1, 1987;
- return of interest attributable to after-tax contributions made
before January 1, 1987;
- prorata return of principal and interest attributable to
contributions made after December 31, 1986, as required by
Code Section 72.
6.5 LOAN ACCOUNTS. Prior to January 1, 1995, participant loans were treated
as general investments of the plan and outstanding loan balances were liens
against a participant's account balance. Effective January 1, 1995, or as soon
thereafter as administratively practical, loan accounts will be established in
the participant-directed trust for each participant who has borrowed from the
plan in an amount equal to his outstanding loan balance. An equivalent amount
will be deducted from amounts in his plan accounts in the self-directed trust.
Thereafter, each loan account will reflect the experience attributable to its
borrower, and funds received by any loan account will be transferred to the
participant's other investment accounts in the participant-directed trust.
Additional loan rules appear in Article 8.
UniFirst Corporation Profit Sharing Plan
18
<PAGE> 24
ARTICLE 7: VESTING; PAYMENT FROM PLAN ACCOUNTS
7.1 VESTING RULES FOR ACCOUNTS.
- - A participant has a fully vested interest at all times in his account
attributable to his own 401(k) deposits, to his own "after-tax"
employee contributions, if any, and to his rollover accounts, if any.
- - A participant will continue to have a 100% fully vested interest in
his employer contribution account that was funded with contributions
that were treated as "deemed" 401(k) deposits under the qualified
non-elective contributions" feature of the plan in effect before
January 1, 1989.
- - A participant will be vested in the balance of his employer
contribution account according to the following schedule, and no
participant's vested percentage as of the effective date will be less
than his vested percentage on December 31, 1994:
<TABLE>
<CAPTION>
Years of Vesting Service Percent Vested
------------------------ --------------
<S> <C>
less than 5 0%
5 or more 100%
</TABLE>
- - In addition, a participant will be 100% vested in these
employer-contributed accounts, regardless of his years of vesting
service, if any of the following events occurs while he is actively
employed by the employer or an affiliated employer: his attainment of
normal retirement age, his death, or his permanent and total
disability.
- - Vesting in an account does not protect a participant from losses due
to adverse investment experience. Vesting also does not permit a
participant to withdraw his account balance, unless otherwise
permitted.
- - Non-vested amounts will be forfeited at the end of the plan year in
which the participant terminates employment. Forfeitures will be
allocated at that time as if they were additional employer
contributions according to the procedure in Section 5.2.
- - If a participant who has forfeited non-vested amounts returns to work
with the employer or an affiliated employer before 5 consecutive
breaks in service have occurred (or 6 consecutive breaks in service if
absence occurred due to child birth or adoption, as provided more
fully in Section 2.2) the employer will restore the forfeited amount
to his account without adjustment for investment gain or loss.
UniFirst Corporation Profit Sharing Plan
19
<PAGE> 25
- - If distribution is made to an employee at a time when he is not fully
vested and if he returns to service, the employee's vested interest at
any time in his account will be an amount equal to the formula
P(AB+D)-D where P is the vested percentage at the relevant time, AB is
the account balance at the relevant time, and D is the amount of the
distribution made to the employee.
7.2 DESCRIPTION OF EVENTS WHICH PERMIT PAYMENTS. Payments from an account are
allowed in any of the following circumstances:
- - the participant has terminated employment, regardless of age, and has
applied for payment; or
- - the participant has applied for workmen's compensation or disability
payments and has not performed services for 12 consecutive months and
is not on the payroll of the employer or any affiliated employer; or
- - the participant has applied for a loan under Article 8, and the
trustees have agreed that loans will be generally available to
participants who follow the loan procedures of that Article and that
the loan would be permissible in the participant's case; or
- - the participant has died, and the beneficiary has applied for payment.
7.3 DESCRIPTION OF EVENTS WHICH REQUIRE PAYMENT. Payments will be made
without consent or cooperation of the payee in either of the following two
cases:
- - the participant has terminated employment or died and the total amount
to which he is entitled before payments start is less than $3,500. In
that event, the trustees may require the payment of this small benefit
in order to save administrative expenses even if the participant or
beneficiary has not applied for payment; or
- - the payment is required by the minimum distribution rules described in
Section 7.4; or
- - the payment is required to a separated or divorced spouse or other
"alternate payee" by the terms of a "qualified domestic relation
order" described in Code Section 414(p).
7.4 DISTRIBUTIONS TO OLDER PERSONS AND BENEFICIARIES. Code Section 401(a)(9)
requires that minimum amounts must be paid to participants who are older than
age 70 1/2 and to beneficiaries within a reasonable period following death.
- - Even if a participant is actively employed by the employer and does
not want payments to start, payments must commence in the calendar
year in which he reaches age 70 1/2, although payments for that year
may be deferred until April 1 of the calendar year in which he reaches
age 71 1/2.
UniFirst Corporation Profit Sharing Plan
20
<PAGE> 26
The minimum payment for a year is determined by dividing the account
balance at the end of the previous plan year (increased by subsequent
allocations of contributions and forfeitures attributable to that
year) by the lesser of the following amounts:
- 25, or
- the joint life expectancy of the participant and his spouse
(if married) or the life expectancy of the participant (if not
married), determined
- as of the end of the plan year preceding the first
required starting date for payments,
- for payments after the first required payment, by the
expectancy determined with reference to birthday(s)
occurring during the year in which the payment is
required (and, if joint expectancies of a participant
and spouse are used, disregarding the death of either
one during the year, but not during subsequent years)
and
- according to the IRS tables prescribed in regulations
under Code Section 401(a)(9).
If a participant dies, full amount of his account must be paid
according to one of the following three methods:
- if payments had started to the participant, the death benefit
will be paid at least as rapidly as under the method that was
in effect for the participant unless the beneficiary requests
faster payment;
- if payments had not started to the participant at the time of
death, and if payments commence within 1 year of death, death
benefits may be paid in installments over the lesser of 25
years or the beneficiary's life expectancy at the time
payments commence;
- if payments do not start within 1 year of death, all death
benefits with respect to the participant must be paid within 5
years of the year of death.
- - The minimum distribution rules of Code Section 401(a)(9) are adopted
by reference. Payments must always be at least as large and as timely
as required by the Code.
- - For any participant who reached age 70 1/2 before January 1, 1988 and
who was not a "5% owner" of the employer, as defined in Code Section
416(i)(1)(B)(i), or for any participant who
UniFirst Corporation Profit Sharing Plan
21
<PAGE> 27
made a timely election under Section 242(b) of the Tax Equity and
Fiscal Responsibility Act of 1982, payments need not commence until 60
days following the plan year in which occurs the earlier of the
following events: termination of employment or the participant's
application for payment, provided further that payments with respect
to an election under Section 242(b) of the Tax Equity and Fiscal
Responsibility Act of 1982 must not be inconsistent with the terms of
that election.
7.5A PAYMENT OPTIONS. A participant (or beneficiary) may elect payment in any of
the following forms:
- - A lump sum payment; or
- - Installments up to a maximum of 25 years or such lesser time permitted
by the minimum distribution rules in Code Section 401(a)(9). The
administrator may limit installment payments to one per year and may
require use of a method under which the installments are approximately
equal; or
- - A non-transferrable annuity from a life insurance company, but only if:
- the benefit is $5,000 or more; and
- the participant has reached normal retirement age or has
suffered permanent and total disability or has died; and
- the spousal protection and other requirements of Section 7.5B
are met.
7.5B REQUIREMENTS IF ANNUITY IS PURCHASED. If a participant elects an
annuity, the following requirements must be met:
- Spousal protection. If the participant is legally married at
the time of payment, the annuity must be in the form of a
joint and survivor annuity, meaning that payments must be for
his lifetime with a 50% continuing pension after his death to
his spouse for lifetime, if she survives him. However, a
joint and survivor form of payment is not required if the
spouse consents, in a notarized statement executed within 60
days of the purchase of the annuity, to payment in another
form. The plan administrator will provide the spouse of any
married participant who elects an annuity payment information
about the effect of not receiving benefits in the form of a
joint and survivor annuity and will provide such other
information as may be reasonably requested by the spouse and
the participant in making the decision.
UniFirst Corporation Profit Sharing Plan
22
<PAGE> 28
- Required payments. Any annuity must provide for payments
which satisfy all minimum payment and distribution
requirements of the Code.
7.6 TIME OF PAYMENTS.
- - Payments will be made within approximately 180 days following the
participant (or beneficiary) satisfying all of the conditions required
by the plan for payment. The 180 day period may be extended by an
additional 90 days if there is reasonable cause for administrative
delay.
- - In no event will payment to any person who applies for payment be
delayed more than 60 days following the plan year in which occurs the
later of:
- normal retirement age, or
- termination of employment.
7.7 DIRECT ROLLOVER RULES. Effective January 1, 1993, a distributee may
elect, at the time and in the manner prescribed by the plan administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.
- - Definitions.
- Eligible rollover distribution. An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and
distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent
such distribution is required under section 401(a)(9) of the
Code; and the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities).
- Eligible retirement plan. An eligible retirement plan is an
individual retirement account described in section 408(a) of
the Code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the distributee's
eligible rollover distribution. However, in the case of an
eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account
or individual retirement annuity.
UniFirst Corporation Profit Sharing Plan
23
<PAGE> 29
- Distributee. A distributee includes an employee or former
employee. In addition, the employee's or former employee's
surviving spouse and the employee's former spouse or former
spouse who is the alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code, are
distributees with regard to the interest of the spouse or
former spouse.
- Direct Rollover. A direct rollover is a payment by the plan
to the eligible retirement plan specified by the distributee.
ARTICLE 8: LOANS
8.1 LOANS TO PARTICIPANTS.
- - Availability of loans. A participant may apply for a loan from his
account. In processing loan applications, the plan administrator will
treat all participants on a reasonably equivalent basis under uniform,
nondiscriminatory rules. In order to borrow, a participant must sign
a promissory note and such other documentation as the plan
administrator requires.
- - Borrowing rules of the plan administrator. The plan administrator
sets the rules for borrowing from plan accounts and is allowed to
change them from time to time. The borrowing rules may govern the
procedures and cut-off dates for applying for loans and the terms of
such loans, including
- the number of loans that may be outstanding at any time to a
participant (and as of January 1, 1995, no more than 2 loans
are permitted to be outstanding at any one time)
- any restrictions on reborrowing not stated in this section,
- the repayment schedule for loans or the method for determining
the repayment schedule, and
- the interest rate in effect from time to time for loans or the
method of ascertaining such interest rate. For any loan after
the execution date of this document, the interest rate will be
a fixed rate during the life of the loan. The rate will be 1
and 1/2% over the prime rate of the Bank of Boston (or such
other bank as the plan administrator may designate) as in
effect on the first day of the calendar quarter in which the
loan is made. Rates for new loans will be reestablished on
the first business day of each quarter.
UniFirst Corporation Profit Sharing Plan
24
<PAGE> 30
- - Amount of loans. To save administrative expense, loans for less than
$1000 are not allowed. The maximum aggregate amount of all
outstanding plan loans to a participant will be the smaller of the
following amounts based on the account value at the immediately
preceding valuation date:
- the smaller of the amount in a participant's accounts in the
participant-directed trust or 50% of the vested balance in all
of the participant's accounts; or
- $50,000 reduced by the greatest outstanding loan balance to
the participant from the plan within the previous 12 months;
or
- the amount of loan which may be repaid through payroll
deductions which do not exceed a reasonable percentage of the
participant's compensation, as determined by the trustees.
- - Maximum repayment period. For loans after January 1, 1995, the maximum
term will be 4 and 1/2 years.
- - Repayment. The loan must be repaid under a method which provides for
substantially level amortization with repayments not less frequently
than quarterly. The plan administrator may require a participant to
execute an agreement to repay the principal and interest of a loan
through regular payroll deduction. The plan administrator may
establish back-up repayment procedures for participants who do not
make payroll deduction repayment. Any loan may be prepaid, in full,
at any time without penalty.
- - Security for repayment. All loans will be accounted for with
individual loan accounts as provided in Section 6.5 in the name of
each borrower and secured by the vested amount in the participant's
accounts. Any default in the repayment of principal or interest of
any loan will reduce the amount available for distribution to the
participant (or his spouse or other beneficiary). The plan
administrator acting under its borrowing rules may require other
security for repayment of a loan in any instance. A participant
receiving a loan must execute such instruments as the plan
administrator requests and must pay any fees required by the plan
administrator.
- - Action on default. If a participant defaults on any payment of
interest or principal or defaults upon any other obligation relating
to such loan, the plan administrator may take any action which it
determines necessary to protect the interests of the plan. Such
actions may include commencing legal proceedings against the
participant, or foreclosing on any security interest in the
participant's account or other security given in connection with a
loan.
UniFirst Corporation Profit Sharing Plan
25
<PAGE> 31
- - Default by active employee. If the plan administrator determines that
foreclosure on the account of an active employee would jeopardize the
plan's Code qualification (due to the participant not being entitled
to a distribution for any of the permissible reasons) the plan
administrator may take any or all of the following actions as it deems
appropriate:
- extend the maturity date of the loan;
- continue to charge interest on the loan;
- report to the IRS that the participant must recognize taxable
income in the amount of the unpaid loan and interest under the
rules of Code Section 72.
- - Payment if loan is outstanding. The amount available for distribution
to any participant (or his beneficiary) will be reduced to the extent
of any unpaid principal and interest on any loan. In addition, the
participant's note may be discharged, and the plan administrator will
then report the amount of the discharged indebtedness as if it were a
cash distribution taxable as income under the rules of Code Section
72.
ARTICLE 9: DEATH BENEFITS
9.1 AMOUNT OF BENEFIT. If a participant dies, the balance of his account will be
paid to his beneficiary.
9.2 SELECTION OF BENEFICIARY. A participant may select one or more beneficiaries
to receive his plan death benefit and may revoke or change the selection at any
time. Secondary beneficiaries may be named in case of the death of a primary
beneficiary. If the participant names two or more beneficiaries, distribution to
them will be in the proportion chosen by the participant, or, if the participant
has not chosen the share for each, in equal shares. The selection of the
beneficiary and the proportion of each beneficiary's share must be in writing on
such form as the plan administrator requires and will be effective upon filing
with the plan administrator.
9.3 PROTECTION FOR SPOUSE. As required by ERISA, the beneficiary of a person who
is married at the time of death must be his spouse, regardless of the
designation on his beneficiary form. A beneficiary other than the spouse would
be permissible only if the spouse has consented in writing to waive the
legally-protected death benefit. Any spouse's waiver must be witnessed by a plan
representative or a notary public. Spousal waivers are valid only with respect
to primary and secondary beneficiaries named on the beneficiary form at the time
of the waiver, unless the spouse clearly indicates in the waiver that a future
waiver is not necessary if the participant changes his current selection.
UniFirst Corporation Profit Sharing Plan
26
<PAGE> 32
9.4 DISTRIBUTION IF NO CURRENT BENEFICIARY FORM. If a beneficiary form does
not indicate clearly and to the plan administrator's satisfaction who should
receive some or all of the death benefit, the trustees will direct distribution
in the following order of priorities: to the spouse, if living at his death,
and otherwise equally to the participant's natural and adopted children (and
the issue of any deceased child by right of representation), and otherwise to
the participant's estate.
ARTICLE 10A: NAMED FIDUCIARIES.
10A.1 IDENTITY OF FIDUCIARIES. The employer, the trustees of the
trustee-managed trust and the trustees of the participant- directed trust will
be the fiduciaries named in this plan with the power and responsibility to
control and manage the plan and its assets. Any other person or company which
handles plan assets or has the power to make decisions on matters of plan
administration (such as any investment manager), will be a fiduciary, but only
to the extent required by ERISA.
10A.2 RESPONSIBILITIES OF EMPLOYER AS PLAN SPONSOR. As the plan sponsor, the
employer has the power and responsibility:
- - to amend or terminate the plan;
- - to cause the plan to be merged or consolidated with another plan;
- - to appoint, remove and replace any fiduciary;
- - to perform such additional duties as are imposed by the plan or by law.
The responsibilities and authority of the employer, in its role as plan
sponsor, are set forth in further detail in the various articles of the plan.
10A.3 RESPONSIBILITIES AND AUTHORITY OF TRUSTEES. The trustees will manage
and control the investment of plan assets in each of the trust funds, except to
the extent that such responsibilities are specifically assigned to one or more
investment managers. The responsibilities and authority of the trustees of the
trustee-managed trust with respect to that trust are set forth in detail in
Article 10B. The responsibilities of the trustees of the participant-directed
trust are set forth in a separate trust agreement.
10A.4 TRUSTEES OF THE TRUSTEE-MANAGED TRUST AS PLAN ADMINISTRATOR.
- - Trustees charged with plan administration duties. The trustees of the
trustee-managed trust will have all powers and authority necessary or
appropriate for the operation and administration of the plan. They
will interpret and apply all plan provisions and may correct any
defect, supply
UniFirst Corporation Profit Sharing Plan
27
<PAGE> 33
any omission, or reconcile any inconsistency or ambiguity in the
manner they consider advisable. They will make all final
determinations concerning eligibility, benefits and rights. All
determinations and actions of the trustees will be conclusive and
binding upon all persons, except as otherwise provided in the plan or
by law. The trustees may revoke or modify a determination or action
previously made in error.
- - Reporting and disclosure duties of trustees of the trustee-managed
trust. The plan administrator will prepare, file, submit, distribute
or make available any plan descriptions, reports, statements, forms or
other information to any government agency, employee, former employee,
or beneficiary as may be required by ERISA or any other law.
- - Employee records. The employer will supply all employee records
required to administer the plan, and the plan administrator may rely
upon the accuracy of such information.
- - Compensation and expense. Each trustee of the trustee-managed trust
(in his capacities as trustee and as plan administrator) will serve
without compensation unless otherwise determined by the employer,
provided that in no event will plan assets be used to compensate an
employee for his services as a trustee. Unless paid by the employer,
all reasonable expenses of administering the plan will be paid from
the trust fund. These costs may include and are not limited to the
fees of non-employee trustees and any investment advisor, the legal
costs for maintaining the plan's qualified status under the Code to
the extent permitted by ERISA, and the costs for any accountant's
audit of plan assets. Such expenses may include the compensation of
all persons employed or retained by the trustees of the
trustee-managed trust, premiums for bonds and insurance protecting the
plan or trust fund and required by law or deemed advisable by the
trustees of the trustee-managed trust, and all other costs of plan
administration.
- - Decisions, rules, and regulations. Any action or decision concurred
in by a majority of the trustees of the trustee- managed trust, either
at a meeting or by agreement without a formal meeting, will constitute
an action or decision. If a majority of the trustees cannot agree on
an issue, the trustees will immediately report the deadlock to the
most senior executive officer of the employer who is not then serving
as a trustee of the trustee-managed trust. That person will then
serve as a special trustee for purposes of resolving the deadlocked
issue only. No trustee may vote on any matter which relates
exclusively to himself. The trustees of the trustee-managed trust may
adopt and amend such rules for the conduct of their business and the
administration of the plan as they deem advisable.
- - Signature authority. Any one trustee of the trustee-managed trust
will have the authority to execute all instruments or memoranda
necessary or appropriate to carry out the actions and decisions of the
trustees and any person may rely upon any such instrument or
memorandum.
UniFirst Corporation Profit Sharing Plan
28
<PAGE> 34
10A.5 APPOINTMENT OF SPECIAL INVESTMENT CO-TRUSTEES AND INVESTMENT MANAGERS.
- - Special investment co-trustee. The employer or the trustees of the
trustee-managed trust may appoint a bank or other institution with
trustee powers to serve as special investment co-trustee with respect
to all or part of the trust fund. No such special investment
co-trustee will have the power or responsibility of the trustees as
the plan administrator, and the duties and responsibilities will only
be those set out in any separate trust document with such trustee.
- - Investment manager. The trustees of the trustee-managed trust may
appoint in writing an investment manager or managers to manage the
assets of the trust fund or a specified portion. They may remove any
such investment manager at any time with or without cause. Any
investment manager must either be registered as an investment adviser
under the Investment Advisers Act of l940, be a bank, as defined in
that Act, or be an insurance company qualified to perform investment
management services under the laws of more than one state. The
instrument or instruments appointing an investment manager and
evidencing the investment manager's acceptance of such appointment,
will contain an acknowledgment by the investment manager that it is a
fiduciary with respect to the plan.
- - Each fiduciary responsible for assets under its management. The
trustees and each special investment co-trustee and each investment
manager will have sole responsibility for the investment of the
portion of the trust fund under its or their respective management.
Each special investment co-trustee or investment manager which does
not have custody of the portion of the trust fund under its management
will have the power to direct the trustees in the investment,
reinvestment, sale, delivery or retention of any such property and in
the exercise of the other powers of the trustees. The trustees will
be solely a custodian of the portion of the trust fund under the
management of a special investment co-trustee or an investment
manager. The trustees will be under no duty or obligation to review
any investment to be acquired, held or disposed of pursuant to the
directions of an investment manager or special investment co-trustee,
except to the extent required by ERISA, or to make any recommendations
with respect to the disposition or continued retention of any such
investment. The board, the employer and the trustees will not be
liable for, nor obligated to inquire into, the acts or omissions of
any special investment co-trustee or investment manager.
- - If an investment manager or special investment co-trustee should
resign or be removed the trustees will resume managing the assets of
the trust fund formerly under the management of such manager or
co-trustee unless and until another investment manager or co-trustee
has been appointed with respect to such assets.
UniFirst Corporation Profit Sharing Plan
29
<PAGE> 35
10A.6 RESPONSIBILITIES ARE NOT SHARED. Each named fiduciary will have only
those responsibilities that are specifically assigned under this plan. No
named fiduciary will be liable on account of the improper performance or
nonperformance of responsibilities assigned to another named fiduciary.
10A.7 ACTIONS BY THE EMPLOYER. Wherever the plan specifies that the employer
is required or permitted to take any action, such action will be taken by an
officer pursuant to advance authorization or subsequent ratification by its
board of directors or duly authorized committee.
10A.8 ALLOCATION AND DELEGATION OF RESPONSIBILITIES. The members of the board
of directors of the employer and the trustees may allocate their
responsibilities among themselves in any reasonable manner and may delegate any
of their responsibilities to any other person or persons by so specifying in a
written instrument. No trustee or director will be liable for the improper
discharge or nonperformance of any responsibility so allocated or delegated to
another person except to the extent liability is imposed by law.
10A.9 ADVICE. A named fiduciary may employ or retain such attorneys,
accountants, investment advisors, appraisers, consultants, specialists and
other persons or firms as he deems necessary or desirable to advise or assist
him in the performance of his duties. Unless otherwise provided by law, the
fiduciary will be fully protected for any action taken or omitted by him in
reliance upon any such person or firm rendered within his area of expertise.
10A.10 INDEMNIFICATION. To the extent permitted by law and not prohibited by
the employer's charter and by-laws, the employer does agree to indemnify and
hold harmless every person serving as a fiduciary (whether a named fiduciary or
otherwise), and the estate of such an individual if he is deceased, from and
against all claims, loss, damages, liability, and reasonable costs and
expenses, incurred in carrying out his fiduciary responsibilities, unless due
to the bad faith or willful misconduct of such individual; provided that
counsel fees and amounts paid in settlement must be approved by the employer
and provided further that this section will not apply to any claim, loss,
damages, liability, or costs and expenses which are covered by a liability
insurance policy maintained by the employer, or by the plan or by an individual
fiduciary. The preceding sentence will not apply to the trustees of the
participant-directed trust, to a corporate trustee, an insurance company, an
investment manager or outside service provider (or to an employee of any of the
foregoing) unless the employer otherwise specifies in writing.
10A.11 VOTING EMPLOYER SHARES. The trustees of the trustee-managed trust are
empowered to vote with respect to all shares of employer stock held in the
trustee-managed trust and are also empowered to direct the trustees of the
participant-directed trust the manner in which to vote all shares of employer
stock which they hold. In their discretion, the trustees of the
trustee-managed trust may establish procedures under which participants may be
empowered to direct the manner in which employer securities held in their
accounts be voted by the trustees. Any such procedures must be set forth in a
written amendment to the plan.
UniFirst Corporation Profit Sharing Plan
30
<PAGE> 36
ARTICLE 10B: TRUST FUND PROVISIONS
ALL REFERENCES TO TRUSTEES IN THIS ARTICLE 10B REFER TO THE TRUSTEES OF THE
TRUSTEE-MANAGED TRUST. THE DUTIES AND POWERS OF THE TRUSTEES OF THE
PARTICIPANT-DIRECTED TRUST ARE SET FORTH IN A SEPARATE TRUST AGREEMENT, WHICH
AGREEMENT MAY BE AMENDED FROM TIME TO TIME.
10B.1 STANDARD OF CONDUCT. The trustees will discharge their duties to the
extent they are duties of a "fiduciary" as defined in ERISA:
- - solely in the interest of the plan participants and their
beneficiaries;
- - for the exclusive purpose of providing benefits to participants and
their beneficiaries and defraying the reasonable expenses of
administering the plan and trust fund;
- - with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enterprise
of a like character and with like aims;
- - by diversifying the investments so as to minimize the risk of large
losses, unless under the circumstances it is clearly prudent not to do
so; and
- - in accordance with the plan to the extent it is consistent with ERISA.
10B.2 PERMITTED INVESTMENTS.
- - In general. Subject to ERISA and the provisions of the plan, the
trustees in their sole discretion may invest and reinvest those assets
of the trust fund over which they have investment discretion without
distinction between principal and income, in any types of property
including, but not limited to common and preferred stocks, bonds,
debentures, notes, mortgages, interests in realty, common, group or
collective trust funds, shares in mutual funds and investment
companies, repurchase agreements, bankers' acceptances, and other
securities (including covered and non-covered puts and calls),
certificates and evidences of indebtedness or ownership; insurance and
annuity contracts; savings, notice or similar accounts maintained by a
bank, or certificates of deposit or other savings instruments issued
by a bank; and any loans or other investments required or permitted by
law.
UniFirst Corporation Profit Sharing Plan
31
<PAGE> 37
- - Investment in employer stock.
- The trustees may invest assets of the plan in employer stock.
The plan is an "eligible individual account plan" as defined
in Section 407(b)(3) of ERISA permitted to acquire and hold
employer securities without regard to the otherwise applicable
percentage limitations on such investments in Section 407(a)
of ERISA.
- Party in interest transactions allowed. The trustees may
purchase and dispose of employer securities from or to any
person, including the employer or any other "party in
interest" (as defined in ERISA) with respect to the plan, and
may receive in kind contributions from the employer in the
form of employer stock.
- Any transaction involving employer stock between the plan and
a "party in interest" with respect to the plan will be at a
price no less favorable to the plan than the fair market value
of the employer stock involved in such transaction.
10B.3 GENERAL POWERS. In addition to and not in limitation of the powers
given by law and this plan, the trustees are authorized and empowered:
- - to acquire property, whether by purchase, lease, subscription or
otherwise, for such prices and upon such other terms as the trustees
deem advisable;
- - to sell, exchange, convey, transfer, grant options with respect to, or
otherwise dispose of any real or personal property, at public or
private sale, for such prices and on such terms as the trustees deem
advisable;
- - to hold any part of the trust fund in cash pending investment or
distribution, without liability for interest on such cash balances;
and the trustees may open and maintain checking or other bank accounts
when necessary or convenient;
- - to exercise any right, including the right to vote, personally or by
general or special proxies or powers of attorney, or to tender or
otherwise offer to sell or exchange, appurtenant to any securities
(including shares of employer stock) or other property held in the
trust;
- - to borrow money in such amounts and upon such terms as they deem
advisable; to issue promissory notes therefor, and to pledge all or
part of the trust fund as security;
- - to exercise or sell any conversion privileges, subscription rights or
other rights or options and to make any payments incidental thereto;
to oppose, consent to, or otherwise participate in, any
reorganization, recapitalization or other changes affecting securities
held in the trust fund, or any
UniFirst Corporation Profit Sharing Plan
32
<PAGE> 38
lease, mortgage or sale of the property of an organization whose
securities are held in the trust fund; to deposit any securities or
other property in a voting trust; to retain any property allotted to
the trust fund in connection with any such reorganization or other
changes; and generally to exercise any of the powers of an owner with
respect to stocks, bonds, securities or other property held in the
trust fund;
- - to hold securities or other property in their name as trustees or in
the name of one or more nominees or in bearer form, provided that the
trustees' records will at all times show that any such property is
part of the trust fund;
- - to make, execute, acknowledge and deliver any instruments that may be
necessary or appropriate to carry out their powers;
- - to apply for, purchase, hold, transfer, pay premiums on, surrender,
collect the proceeds of, and exercise all the rights, privileges and
incidents of ownership of life insurance, retirement income, endowment
and annuity contracts;
- - to enforce, abstain from enforcing, settle, modify, compromise, submit
to arbitration or abandon any rights, obligations, claims, debts or
damages due or owing to or from the trust fund; in general to protect
in any way the interests of the trust fund; to commence, defend or
represent the trust fund in all suits and other legal or
administrative proceedings; and to abandon any property;
- - to acquire, hold, manage, operate, repair, develop, improve, alter,
demolish, mortgage, grant options with respect to, lease for any term
or terms of years, or otherwise deal with real property (if any) held
in the trust fund, upon such terms and conditions as the trustees deem
advisable;
- - to collect and receive any money or other property due to the trust
fund and to give full discharge and acquittance;
- - to do all acts and things, although not specifically named, which they
deem advisable to carry out the purposes of this agreement, including
the authority to delegate to any person selected by them the power and
duty to perform ministerial duties of the trustees.
10B.4 RECORDS AND REPORTS.
- - The trustees will keep complete and accurate records of their
transactions. The trustees' accounts, books and records pertaining to
the trust fund will be open to inspection and audit at all reasonable
times by persons designated by the employer.
UniFirst Corporation Profit Sharing Plan
33
<PAGE> 39
- - The trustees will from time to time make such other reports and
furnish such other information concerning the trust fund to the
employer as it may reasonably request; and the trustees will file with
the proper persons or agencies such other reports or forms as they are
required by law to file.
10B.5 RESIGNATION AND REMOVAL. The employer may remove any trustee at any
time, with or without cause, by giving 30 days' advance notice in writing to
the trustees. Any trustee may resign at any time by giving 30 days' advance
notice in writing to the employer. By agreement between them, the employer and
the trustees may waive such written notice or may cause a resignation or
removal to become effective before the running of the notice period. A removal
or resignation of a sole trustee (if only one trustee is serving at the time)
will not be effective until a successor has been appointed and has accepted
such appointment.
10B.6 SUCCESSOR APPOINTMENT.
- - In the event of a vacancy in the office of trustee arising for any
reason, the employer will appoint one or more successor trustees,
although the employer may continue the trust with only one trustee.
Upon accepting an appointment by filing a written notice of acceptance
with the employer, a new or successor trustee will have the same
powers, authority, duties and responsibilities as those conferred and
imposed upon the trustees; all property of the trust fund will be
assigned, transferred and paid over to the new or successor trustee or
trustees together with copies of the records of the trust fund; and
title to all property constituting the trust fund will vest in that
person or jointly in those persons who from time to time are the
trustee or trustees.
- - The employer may change the number of trustees serving at any time by
removal of any incumbent trustees or by appointment of one or more
additional trustees, and the employer will notify every other trustee
of any such change.
- - Pending appointment of any successor trustee and acceptance of such
appointment, the remaining trustee or trustees in office will continue
in office and will have full authority and responsibility to act as
the sole trustee or trustees hereunder.
- - No trustee will be liable or responsible for anything done or omitted
in the administration of the trust fund before he became a trustee or
after he ceases to be a trustee.
10B.8 BONDING. The trustees and every other person who handles plan assets, will
be bonded as and to the extent required by ERISA, and no other bond or security
will be required of them for the faithful performance of their duties unless
otherwise determined by the employer or the trustees.
UniFirst Corporation Profit Sharing Plan
34
<PAGE> 40
10B.9 THIRD PARTIES PROTECTED. No person dealing with the trustees will be
required to see to the proper application of any money paid or property
delivered to the trustees, or to inquire into the authority of the trustees or
the validity or propriety of any act or transaction.
10B.10 CONSULTATION WITH COUNSEL. The trustees may from time to time consult
with legal counsel, who may but need not be counsel for the employer, and will
be fully protected in relying upon the advice of such counsel with respect to
legal matters arising in the administration of the trust fund.
10B.11 SPECIAL PROVISIONS WHEN BANK IS CO-TRUSTEE OF THE TRUSTEE-MANAGED
TRUST. The following provisions will apply at any time that any trustee
(including a special investment co-trustee under Section 10A.5) is a bank:
- - Common trust funds permitted. Subject to the other provisions of this
agreement, the bank trustee may combine part or all of the trust fund
for investment purposes with other funds held under pension or
profit-sharing or other plans or trusts qualified within the meaning
of Section 401(a) of the Internal Revenue Code, exempt from tax under
Section 501(a) of said Code, and permitted by existing or future
rulings of the United States Treasury Department to pool their
respective funds in a group trust (and the provisions of any such
group trust shall be deemed a part of this agreement with respect to
any such investment or reinvestment).
- - Bank's certificates permitted. The bank trustee may maintain funds in
checking, savings, notice or similar accounts, certificates of deposit
or other savings instruments issued by it.
- - Successors in merger continue in office. Any corporation into which
the bank trustee merges or with which it is consolidated or any
corporation resulting from any merger or consolidation to which the
bank trustee is a party, will succeed to the trusteeship without the
execution or filing of any additional instrument or the performance of
any further act.
ARTICLE 11: PLAN AMENDMENT, MERGER AND TERMINATION
11.1 AMENDMENT OF PLAN.
- - Employer may amend. The employer may amend the plan without the
consent of any person, subject to the participant safeguards below and
without the signature of the trustees, except that no amendment which
amends the provisions of Article 10 or which increases the duties or
liabilities of any trustee will be allowed without the written consent
of that trustee.
- - Plan administrator may amend. The plan administrator may amend the
plan to provide that it remain in compliance with Code or ERISA
provisions or to make other changes in plan design,
UniFirst Corporation Profit Sharing Plan
35
<PAGE> 41
except that no amendment approved by the plan administrator will be
valid if it creates a fixed obligation of the employer to contribute
to the plan or if it significantly increases the responsibilities or
liabilities of the employer.
- - Participant safeguards. No amendment will reduce any participant's
vested account balance as of the date such amendment is adopted (or
its effective date if later), and no change in the plan's vesting
schedule will be effective with respect to any participant with 3 or
more years of vesting service who elects to have his vested rights
determined under the prior schedule. No amendment or action of any
type will permit any part of the trust fund to revert to the employer
or be used for or diverted to purposes other than for the exclusive
benefit of participants or their beneficiaries except as otherwise
provided in this plan.
11.2 MERGER OF PLANS. A merger or consolidation with, or transfer of assets
or liabilities to, any other plan will be permitted only if the benefit each
participant would receive if such plan were terminated immediately after the
merger, consolidation or transfer is not less than the benefit he would have
received if this plan had terminated immediately before the merger,
consolidation or transfer.
11.3 TERMINATION. The employer has established the plan with the bona fide
expectation and intention that it will be able to continue the plan and
contributions to it indefinitely, but it will not be under any obligation or
liability whatsoever to continue contributions or maintain the plan for any
particular length of time. The employer in its discretion may discontinue
contributions to the plan indefinitely or temporarily and the employer may
terminate this plan at any time. There will be no liability to any
participant, beneficiary or other person as a result of any such discontinuance
or termination.
11.4 EFFECT OF TERMINATION. The employer's failure to make contributions in
any year or years will not operate to terminate the plan in the absence of
formal action by the employer to terminate the plan. However, upon complete
discontinuance of contributions or upon termination or partial termination of
the plan, the accounts of participants employed at any time during the plan
year by the employer or an affiliated employer are fully vested. After
termination of the plan, no employee will become a participant and no further
401(k) deposits or contributions will be made on behalf of participants. The
trustees will continue to hold the assets of the trust fund for distribution as
directed by the plan administrator.
11.5 REFUND OF CODE SECTION 401(K) DEPOSITS ON PLAN TERMINATION. Distribution
of Code Section 401(k) deposits and earnings on those amounts will not be
permitted after a plan termination if the employer or an affiliated employer
maintains a successor plan unless any one of the following events has occurred:
- - the participant has reached age 59 1/2;
UniFirst Corporation Profit Sharing Plan
36
<PAGE> 42
- - the participant had died or is totally disabled;
- - the participant has terminated employment and is not working for a
company that would be an affiliated employer or a successor employer
under regulations under Code Section 411;
- - the employer has sold substantially all of the assets used in the
trade or business in which the participant was employed to an entity
that is not an affiliated employer.
ARTICLE 12: LIMITATION RULES UNDER THE CODE
12.1 DEFINITIONS. The following definitions apply for purposes of the
technical Code rules which limit contributions of all types to the plan.
- - Adjustment factor means the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of
the Code, as applied to such items and in such manner as the Secretary
shall provide.
- - Allocable income and losses on 401(k) and 401(m) deposits which must
be refunded due to failure to pass the discrimination tests described
below are determined as follows. The income and loss from the
valuation date preceding the deposit to the end of the plan year in
which the deposit was made is multiplied by a fraction, the numerator
of which is the excess deposit on behalf of the participant and the
denominator of which is the sum of the participant's account balances
attributable to such deposits on the preceding valuation date without
regard to income or loss during the year. Income for the "gap period"
from the end of the plan year to the first day of the month preceding
the refund is determined by multiplying the above-determined income
first by 10% and then by the number of full months in the "gap period"
(counting the month in which payment was made as a full month if
payment was made after the 15th of the month).
- - Annual additions are, for purposes of Code Section 415 limitations,
amounts allocated to a participant's account during the limitation
year which are:
- employer contributions of any type,
- employee after-tax contributions (which are no longer permitted
in this plan) after December 31, 1988,
- forfeitures,
UniFirst Corporation Profit Sharing Plan
37
<PAGE> 43
- amounts described in Code Sections 415(l)(l) or 419(A)(d)(2).
- - Average 401(k) percentage means the average (expressed as a
percentage) of the individual 401(k) percentages of the eligible
participants in a group.
- - Average 401(m) percentage means the average (expressed as a
percentage) of the individual 401(m) percentages of the eligible
participants in a group.
- - 401(k) deposits are Code Section 401(k) contributions made to the plan
during the plan year by the employer, at the election of a
participant, in lieu of cash compensation.
- - 401(m) deposits are voluntary employee "after tax" contributions in
plan years starting after December 31, 1986 and employer "matching"
contributions made by the employer in a plan year due to the
participant's having made Code Section 401(k) deposits or voluntary
"after-tax" contributions during the year to this or any other plan of
the employer or any affiliated employer. (Note: this reference to
matching contributions is for Code compliance and does not imply that
there are matching contributions in this plan.)
- - Defined contribution dollar limitation means $30,000 or, if greater,
one-fourth of the defined benefit dollar limitation set forth in
Section 415(b)(1) of the Code as in effect for the limitation year.
- - Eligible participant means,
- for purposes of determining average 401(k) percentages, any
employee of the employer who is otherwise authorized under the
terms of the plan to have 401(k) deposits allocated to his
account for the plan year, and
- for purposes of determining average 401(m) percentages, any
employee of the employer who is otherwise authorized under the
terms of the plan to make voluntary "after tax" employee
contributions or to have employer matching contributions
allocated to his account for the plan year.
- - Employee means employees of the employer and includes leased employees
within the meaning of Section 411(n)(2) of the Code. However, if
leased employees constitute less than twenty percent of the employer's
non-highly compensated work force within the meaning of Section
411(n)(1)(C)(ii) of the Code, the term employee shall not include
those leased employees covered by a plan described in Section
411(n)(5) of the Code.
- - Family member means an individual described in Section 411(q)(6)(B) of
the Code.
UniFirst Corporation Profit Sharing Plan
38
<PAGE> 44
- - Inactive participant means any employee or former employee who has
ceased to be a participant and on whose behalf an account is
maintained under the plan.
- - Individual 401(k) percentage and individual 401(m) percentage mean,
respectively, the ratio (expressed as a percentage) of 401(k) or
401(m) deposits on behalf of an eligible participant for the plan year
to the eligible participant's compensation for the plan years.
- The individual 401(k) and 401(m) percentages for any eligible
participant who is a highly compensated employee for the plan
year and who is eligible to have 401(k) or 401(m) deposits
allocated to his account under two or more plans or
arrangements described in Sections 401(k) and 401(m) of the
Code that are maintained by the employer or an affiliated
employer shall be determined as if all such 401(k) and 401(m)
deposits were made under a single arrangement.
- For purposes of determining the individual 401(k) and 401(m)
percentages of a participant who is a highly compensated
employee, the 401(k) and 401(m) deposits and compensation of
such participant shall include the 401(k) and 401(m) deposits
and compensation of family members, and such family members
shall be disregarded in determining the 401(k) and 401(m)
percentages for participants who are non-highly compensated
employees.
- - Non-highly compensated employee means an employee of the employer who
is neither a highly compensated employee nor a family member.
- - Participant means any employee of the employer who has met the
eligibility and participation requirements of the plan as an active
employee at any time during the plan year, regardless of his
employment status at the end of the plan year.
12.2 401(K) DEPOSITS: LIMITS AND REFUND PROCEDURES.
- - Limits. The determination and treatment of the 401(k) deposits and
individual and average 401(k) percentages of any participant or group
of participants shall satisfy the following two tests and such other
requirements as may be prescribed by the Secretary of the Treasury.
- TEST 1: Maximum dollar amount for 401(k) deposits. For plan
years starting after 1986, no employee is permitted to have
401(k) deposits made under this plan during any calendar year
in excess of $7000 multiplied by the adjustment factor as
provided by the Secretary of the Treasury.
UniFirst Corporation Profit Sharing Plan
39
<PAGE> 45
- TEST 2: 401(k) percentage tests. The average 401(k)
percentage for eligible participants who are highly
compensated employees for the plan year must be equal to or
less than one of the following:
- the average 401(k) percentage for eligible
participants who are non-highly compensated employees
for the plan year multiplied by 1.25; or
- the average 401(k) percentage for eligible
participants who are non-highly compensated employees
for the plan year multiplied by 2, provided that the
average 401(k) percentage for eligible participants
who are highly compensated employees does not exceed
the average 401(k) percentage for eligible
participants who are non-highly compensated employees
by more than two (2) percentage points or such lesser
amount as the Secretary of the Treasury shall
prescribe to prevent the multiple use of this
alternative limitation with respect to any highly
compensated employee.
- - The amount of excess contributions for a highly compensated employee
will be determined in the following manner. First, the actual
deferral ratio (ADR) of the highly compensated employee with the
highest ADR is reduced to the extent necessary to satisfy the actual
deferral percentage (ADP) test or cause such ratio to equal the ADR of
the highly compensated employee with the next highest ratio. Second,
this process is repeated until the ADP test is satisfied. The amount
of excess contributions for a highly compensated employee is then
equal to the total of elective an other contributions taken into
account for the ADP test minus the product of the employee's reduced
deferral ratio as determined above and the employee's compensation.
- - For a highly compensated employee whose ADR is determined under the
family aggregation rules, the determination of the amount of excess
contributions shall be made as follows: The ADR is reduced in
accordance with the "leveling" method described in section
1.401(k)-1(f)(2) of the regulations and the excess contributions are
allocated among the family members in proportion to the contributions
of each family member that have been combined.
- - Refunds of excess 401(k) deposits which exceed the adjusted $7,000
limit.
- A participant whose 401(k) deposits, when added to amounts
deferred under other plans or arrangements described in Code
Sections 401(k), 408(k) or 403(b), exceed the $7,000 (as
adjusted) limit imposed on the participant by Code Section
402(g) must submit a claim for refund to the trustees no later
than March 1 following the calendar year of the 401(k)
deposit. The claim must be accompanied by the participant's
written statement specifying the amount of refund and
certifying that if such amounts are not distributed that he
will have violated said Code Section 402(g) limits.
UniFirst Corporation Profit Sharing Plan
40
<PAGE> 46
- If the participant makes a timely and proper claim for refund,
the claimed amount will be distributed no later than April 15
following the calendar year to which it relates adjusted for
allocable income and losses.
- - Refunds of excess 401(k) deposits which do not pass either 401(k)
percentage test. 401(k) deposits of highly compensated employees
which violate the percentage tests expressed above (and as described
in Code Section 401(k)(8)(B)) shall be distributed, with allocable
income or losses, to participants on whose behalf such excess 401(k)
deposits were made, no later than the last day of the following plan
year.
- - The amount of excess contributions to be distributed or recharacterized
will be reduced by excess deferrals previously distributed for the
taxable year ending in the same plan year, and excess deferrals to be
distributed for a taxable year will be reduced by excess contributions
previously distributed or recharacterized for the plan beginning in
such taxable year.
12.3 401(M) DEPOSITS: LIMITS AND REFUND PROCEDURES.
- - Limits. The average 401(m) percentage for eligible participants who
are highly compensated employees for the plan year must be equal to or
less than one of the following amounts and must meet such other
requirements as may be prescribed by the Secretary of the Treasury:
- the average 401(m) percentage for eligible participants who
are non-highly compensated employees for the plan year
multiplied by 1.25; or
- the average 401(m) percentage for eligible participants who
are non-highly compensated employees for the plan year
multiplied by 2, provided that the average 401(m) percentage
for eligible participants who are highly compensated employees
does not exceed the average 401(m) percentage for eligible
participants who are non-highly compensated employees by more
than two (2) percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the
multiple use of this alternative limitation with respect to
any highly compensated employee.
- - Use of 401(k) amounts. To the extent permitted by regulations, 401(k)
contributions by non-highly compensated employees not needed to pass
the 401(k) percentage tests may be used to help the plan pass the
401(m) percentage tests.
- - Distributions of excess 401(m) deposits. Excess 401(m) deposits with
allocable income and losses shall be distributed to the participants
with respect to whom the deposits were made no later than the last day
of the following plan year.
UniFirst Corporation Profit Sharing Plan
41
<PAGE> 47
- - Maximum distribution amount. The excess 401(m) deposits which would
otherwise be distributed to the participant shall be reduced,
according to regulations, by the amount of excess 401(k) deposits
distributed to the participant.
12.4 CODE SECTION 415 LIMITATIONS ON ANNUAL ADDITIONS.
- - Maximum annual addition limit. The maximum annual addition that may
be contributed or allocated to a participant's account under this and
all other defined contribution plans of the employer and all
affiliated employers for any limitation year shall not exceed the
lesser of:
- the defined contribution dollar limitation, or
- 25 percent of the participant's net compensation, within the
meaning of Section 415(c)(3) of the Code for the limitation
year. The 25% of net compensation limitation referred to
above does not apply to:
- any contribution for medical benefits (within the
meaning of Section 419A(f)(2) of the Code) after
separation from service which is otherwise treated as
an annual addition, or
- any amount otherwise treated as an annual addition
under Section 415(l)(l) of the Code.
- - Combined plan limits. For any plan year, the sum of a participant's
defined contribution plan fraction and his defined benefit plan
fraction may not exceed 1.0. If the sum of such fractions would
exceed 1.0 without the application of this section, his benefit under
the defined benefit plan or plans will be reduced to a benefit that
will produce a defined benefit plan fraction and a defined
contribution plan fraction that equal 1.0. Defined benefit and
defined contribution fractions are determined in this manner:
- a participant's defined contribution plan fraction for any
plan year is the fraction whose numerator is the sum of annual
additions (as defined in Code Section 415(c)(2)) to his
accounts under all qualified defined contribution plans
maintained by the employer (or an affiliated company) as of
the close of such plan year, and whose denominator is the sum
of the lesser of the following amounts determined for such
year and for each prior year of plan service with the
employer: the product of 1.25 (1.0 if the plan is top-heavy)
and the dollar limitation in effect for such year, or the
product of 1.4 and 25% of the participant's net compensation
for such year.
UniFirst Corporation Profit Sharing Plan
42
<PAGE> 48
- a participant's defined benefit plan fraction for any plan
year is a fraction whose numerator is his aggregate projected
annual benefit under all defined benefit plans sponsored by
the employer (or an affiliated company) as of the close of
such plan year, and whose denominator is the lesser of the
product of 1.25 (1.0 if the plan is top-heavy) and the dollar
limitation in effect under Section 415(b)(1)(A) of the Code,
or the product of 1.4 and the participant's highest average
net compensation as determined under Section 415(b)(1)(B) of
the Code. For this purpose, the projected annual benefit of a
participant means the total normal retirement benefit to which
he would be entitled on the assumptions that his employment
continues until his normal retirement age and his annual
earnings and all other relevant factors remain the same for
all future years as in the year when the projection is made.
- - Correction. Any allocation of employer contributions and forfeitures
to a participant which exceed the permitted additions limits will be
reallocated to the accounts of other participants as if they were
employer contributions.
ARTICLE 13: TOP-HEAVY PLAN RULES
13.1 APPLICABILITY OF ARTICLE. This section is included in the plan to meet
the requirements of Code Section 416, and the provisions of this section will
be operative only if, when and to the extent that Code Section 416 applies to
the plan. At such time as the requirements of Code Section 416 apply to the
plan because the plan is top-heavy, the provisions of this section will apply
and will govern over any contrary provision of the plan.
13.2 DEFINITIONS.
- - The plan will be top-heavy for a plan year if, as of the determination
date, the sum of the aggregate amount in the accounts of participants
who are key employees exceeds 60% of such amount determined for all
participants in this plan.
- Notwithstanding the preceding paragraph, if the plan is
included within a required or permissive aggregation group,
the plan will be top heavy for a plan year if, as of the
determination date, the sum of the aggregate amount in the
accounts of participants who are key employees (including all
defined contribution plans within such group) and the
aggregate present value of cumulative accrued benefits of
participants who are key employees (including all defined
benefit plans within such group), exceeds 60% of such amount
determined for all participants in all such plans.
UniFirst Corporation Profit Sharing Plan
43
<PAGE> 49
- In determining the amounts in participants' accounts and
present values of accrued benefits under the preceding two
paragraphs, the present value of accrued benefits will be
based on the actuarial assumptions used to determine the
minimum funding requirements of Code Section 412(b); if there
is more than one defined benefit plan in the aggregation
group, each plan will use the same actuarial assumptions for
purposes of the top heavy test, as determined by the actuary;
distributions made during the 5 years ending on the
determination date will be taken into account; rollover
contributions after December 31, 1983, will be taken into
account only to the extent provided in regulations under Code
Section 416(g)(4)(A); account balances and accrued benefit
values of a person who was but no longer is a key employee
will be disregarded; and account balances and accrued benefit
values of any individual who has not received any compensation
from an employer (other than benefits under the plan) at any
time during the 5 years ending on the determination date will
be disregarded.
- - The determination date for purposes of determining whether the plan is
top-heavy for a particular plan year is the last day of the preceding
plan year. In the case of the first plan year, the determination date
is the last day of that year.
- - A key employee is any employee or former employee (including a
beneficiary of such an employee) who at any time during the plan year
or any of the four preceding plan years was:
- an officer of the employer having annual compensation greater
than 150% of the amount in effect under Section 415(c)(1)(A)
of the Code for such plan year (but no more than the lesser of
50 employees or 10% of all employees will be taken into
account under this paragraph as key employees);
- one of the 10 employees owning (or considered as owning within
the meaning of Code Section 318) the largest interests in the
employer but only if such employee's compensation for such
plan year exceeds the amount specified in Code Section
415(c)(1)(A). For purposes of the preceding sentence, if 2
employees have the same interest in the employer, the employee
having greater annual compensation from the employer shall be
treated as having a larger interest;
- a person owning (or considered as owning within the meaning of
Code Section 318) more than 5% of the outstanding stock of the
employer; or
- a person who has annual compensation from the employer of more
than $150,000 and who would be described above if 1% were
substituted for 5%.
UniFirst Corporation Profit Sharing Plan
44
<PAGE> 50
- For purposes of applying Code Section 318 subparagraph (C) of
Code Section 318(a)(2) will be applied by substituting 5% for
50%. In addition, the rules of Code Section 414 (b), (c) and
(m) will not apply for purposes of determining ownership.
- - A non-key employee is any employee or former employee (including a
beneficiary of such an employee) who is not a key employee.
- - A required aggregation group includes all qualified plans of the
employer in which a key employee participates and each other qualified
plan of the employer that enables any of such plans to meet the
requirements of Section 401(a)(4) or Section 410 of the Code. A
permissive aggregation group includes (in addition to plans in a
required aggregation group) any plan which the employer designates for
inclusion provided that inclusion of such plan does not cause the
group to fail the requirements of Section 401(a)(4) or Section 410 of
the Code.
13.3 LIMIT ON COMPENSATION. For any plan year in which the plan is top-heavy,
the amount of gross compensation taken into account under the plan for a
participant will not exceed $150,000 (as adjusted periodically for
cost-of-living changes in accordance with applicable provisions of the Code and
regulations).
13.4 MINIMUM CONTRIBUTION. For any plan year in which the plan is top-heavy,
the employer will make a minimum contribution on behalf of each non-key
employee who participated in the plan at any time during the plan year and who
is employed on the last day of the plan year equal to 3% of his gross
compensation. However, the minimum contribution called for under the preceding
sentence will not exceed the contribution (determined as a percentage of his
gross compensation) for such plan year under this plan (and any other defined
contribution plan included in an aggregation group with this plan) on behalf of
the key employee for whom such contribution is the highest. Also, such minimum
contribution will take into account any employer contributions allocated to a
participant's accounts during such plan year, and will be reduced as permitted
under regulations under Code Section 416 to reflect contributions on behalf of
or benefits accrued by such non-key employee under any other plan maintained by
the employer.
13.5 VESTING IN ACCOUNTS. If the plan becomes top-heavy, participants'
vesting will be computed under the faster of the appropriate schedule in
Article 7 or the following:
<TABLE>
<CAPTION>
Years of Vesting Service Percent Vested
------------------------ --------------
<S> <C>
less than 3 0%
3 or more 100%
</TABLE>
UniFirst Corporation Profit Sharing Plan
45
<PAGE> 51
ARTICLE 14: MISCELLANEOUS PROVISIONS
14.1 NONALIENATION OF BENEFITS. No benefit, right or interest of any person
in this plan will be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or charge, or to seizure, attachment or other
legal, equitable or other process, or be liable for, or subject to, the debts,
liabilities or other obligations of such person. However, the trustees will
carry out the applicable requirements of any qualified domestic relations order
(as defined in Code Section 4l4(p)) received from a court. The plan
administrator will establish procedures for notifying the affected member of
any domestic relations order received by the plan and for determining whether
any such order is a qualified domestic relations order.
14.2 PAYMENT TO MINORS AND INCOMPETENTS. If the plan administrator deems any
person incapable of giving a binding receipt for benefit payments because of
his minority, illness, infirmity or other incapacity, they may direct payment
directly for the benefit of such person, or to any person selected by the plan
administrator to disburse it. Such payment, to the extent thereof, will
discharge all liability for such payment under the plan.
14.3 CURRENT ADDRESS OF PAYEE. Any person entitled to benefits is responsible
for keeping the trustees informed of his current address at all times. The
trustees and the employer have no obligation to locate such person, and will be
fully protected if all payments and communications are mailed to his last known
address, or are withheld pending receipt of proof of his current address and
proof that he is alive.
14.4 EXCLUSIVE BENEFIT OF PARTICIPANTS. The plan is for the exclusive benefit
of participants and their beneficiaries. Contributions are made to the trust
fund by the employer and by participants for the purpose of distributing
benefits to participants and their beneficiaries from the trust fund in
accordance with the plan. Except as provided in Section 14.8, no part of the
trust fund or any distribution from it will be used for or diverted to purposes
other than for the exclusive benefit of participants and their beneficiaries
and defraying those reasonable expenses of administering the plan and trust
fund not paid by the employer.
14.5 PLAN DOES NOT CREATE EXTRA EMPLOYMENT RIGHTS. The plan will not be
interpreted to give any person any benefit, right or interest except as
expressly provided, or to create a contract of employment or to give any
employee the right to continue as an employee or to affect or modify his terms
of employment in any way.
14.6 APPLICATION OF PLAN'S TERMS. The benefits and rights of a participant
and his beneficiaries under the plan on account of the participant's
retirement, death, disability or other termination of employment will be
determined in accordance with the terms of the plan that are in effect on the
date of such event. This protection will not prevent the amendment or
termination of the plan, however, provided that such action complies with the
Code and ERISA.
UniFirst Corporation Profit Sharing Plan
46
<PAGE> 52
14.7 BENEFITS NOT GUARANTEED. The employer and the trustees do not guarantee
the payment of benefits. Benefits will be paid only from the assets of the
trust fund and are limited to the amount of assets in the trust fund.
14.8 RETURN OF EMPLOYER CONTRIBUTIONS. Each employer contribution is
conditioned upon the requirement that the amount of the contribution will be
deductible under Code Section 404. If all or part of an employer contribution
is made because of a mistake of fact or if the deduction under Code Section 404
of any portion of an employer's contribution is disallowed, the amount
contributed because of a mistake of fact or the amount for which the deduction
is disallowed will be returned to the employer (and 401(k) deposits by
participants will be paid to them as wages) if the employer makes demand within
the time allowed by law.
14.9 RULES OF CONSTRUCTION.
- A word or phrase defined or explained in any section or
article has the same meaning throughout the plan unless the
context indicates otherwise.
- Where the context so requires, the masculine includes the
feminine, the singular includes the plural, and the plural
includes the singular.
14.10 TEXT CONTROLS. Headings and titles are for convenience only, and the text
will control in all matters.
14.11 APPLICABLE STATE LAW. To the extent that state law applies, the
provisions of the plan will be construed, enforced and administered according
to the laws of the State of Massachusetts.
ARTICLE 15: CLAIMS PROCEDURE
15.1 CLAIMS REVIEW PROCEDURE. Any request for benefits (the claim) by a
participant or his beneficiary (the claimant) will be filed in writing with the
plan administrator. Within a reasonable period after receipt of a claim, the
plan administrator will provide written notice to any claimant whose claim has
been wholly or partly denied, including: the reasons for the denial, the plan
provisions on which the denial is based, any additional material or information
necessary to perfect the claim and the reasons it is necessary, and the plan's
claims review procedure. A claimant will be given a full and fair review by
the plan administrator of the denial of his claim if he requests a review in
writing within a reasonable period after notification of the denial. The
claimant may review pertinent documents and may submit issues and comments
orally, in writing, or both. The plan administrator will render its decision
on review promptly and in writing and will include specific reasons for the
decision and reference to the plan provisions on which the decision is based.
UniFirst Corporation Profit Sharing Plan
47
<PAGE> 53
15.2 DISPUTES OVER ENTITLEMENT TO BENEFITS. If two or more persons claim
entitlement to payment of the same benefit, the plan administrator may withhold
payment of such benefit until the dispute has been determined by a court of
competent jurisdiction or has been settled by the persons concerned.
Executed on December _____, 1994.
UNIFIRST CORPORATION TEXAS INDUSTRIAL SERVICES, INC.
By:______________________________ By:__________________________________
INTERSTATE UNIFORM MANU- INTERSTATE NUCLEAR SERVICES CORP.
FACTURING OF PUERTO RICO, INC.
By:______________________________ By:__________________________________
MODERN COVERALL-UNIFORM TENNESSEE UNIFORM AND TOWEL
SUPPLY, INC. SERVICE, INC.
By:______________________________ By: _________________________________
TRUSTEES:
_____________________________ _____________________________________
John B. Bartlett Ronald D. Croatti
UniFirst Corporation Profit Sharing Plan
48
<PAGE> 1
EXHIBIT 5.1
June 30, 1995
UniFirst Corporation
68 Jonspin Road
Wilmington, Massachusetts 01887
Re: UniFirst Corporation Profit Sharing Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Act"), of 500,000 shares (the
"Shares") of Common Stock, par value $.10 per share (the "Common Stock"), of
UniFirst Corporation (the "Company") which may be acquired by eligible
employees of the Company and certain of its affiliates under the provisions of
the UniFirst Corporation Profit Sharing Plan (the "Plan") and of interests in
the Plan.
We have acted as counsel to the Company in connection with the
registration of the Shares and interests in the Plan under the Act. We have
examined the Restated Articles of Organization, as amended, and the By-laws, as
amended, of the Company; such records of the corporate proceedings of the
Company as we deemed necessary; a Registration Statement on Form S-8 under the
Act relating to the Shares (the "Registration Statement"); the Plan; and such
other certificates, receipts, records and documents as we considered necessary
for the purposes of this opinion.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Plan, the
Shares will be validly issued, fully paid and non-assessable shares of the
Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit
to the above-referenced Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar
---------------------------
GOODWIN, PROCTER & HOAR
<PAGE> 1
EXHIBIT 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number
Date: July 28, 1994 04-2103460
File Folder Number:
043000441
UNIFIRST CORPORATION Person to Contact:
C/O GEORGE L. CHIMENTO MARC TESLER
MINTZ LEVIN Contact Telephone Number:
ONE FINANCIAL CENTER (718) 488-2254
BOSTON, MA 02111 Plan Name:
UNIFIRST CORPORATION PROFIT
SHARING PLAN
Plan Number: 001
Dear Applicant:
We have made a favorable determination on you plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401- 1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of the design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are
<PAGE> 2
-2-
UNIFIRST CORPORATION
currently available to all employees in the plan's coverage group. For this
purpose, the plan's coverage group consists of those employees treated as
currently benefiting for purposes of demonstrating that the plan satisfies the
minimum coverage requirements of section 410(b) of the Code.
This plan qualifies for Extended Reliance described in the last
paragraph of Publication 794 under the caption "Limitations of a Favorable
Determination Letter."
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/S/ Herbert J. Huff
Herbert J. Huff
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefits Plans
Addendum
<PAGE> 3
-3-
UNIFIRST CORPORATION
This determination letter is extended to cover the following corporations:
Texas Industrial Services, Inc.
Interstate Uniform Manufacturing of Puerto Rico, Inc.
Interstate Nuclear Services Corp.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement filed on Form S-8 of our reports dated
November 1, 1994 included in UniFirst Corporation's Form 10-K for the year
ended August 27, 1994 and to all references to our Firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 30, 1995
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement filed on Form S-8 of
our report dated May 19, 1995 included in the UniFirst Corporation Profit
Sharing Plan's Form 11-K for the year ended December 31, 1994 and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 30, 1995
