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Exhibit 10.7
DATA RESEARCH ASSOCIATES, INC.
CAFETERIA PLAN
TABLE OF CONTENTS
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ARTICLE 1 3
INTRODUCTION 3
1.01 Purpose of Plan 3
1.02 Cafeteria Plan Status 3
1.03 Exclusive Benefit of Participants 3
ARTICLE 2 3
DEFINITIONS 3
2.01 Administrator 3
2.02 Code 3
2.03 Compensation 3
2.04 Dependent Care Expense Reimbursement Plan 3
2.05 Dependent 3
2.06 Effective Date 4
2.07 Employee 4
2.08 Employer 4
2.09 Highly Compensated Employee 4
2.10 Key Employee 4
2.11 Medical Care Expense Reimbursement Plan 4
2.12 Medical Insurance Plan 4
2.13 Participant 4
2.14 Plan 4
2.15 Plan Year 4
2.16 Premium Conversion Plan 4
2.17 Qualifying Reimbursement Expenses 5
ARTICLE 3 5
PARTICIPATION 5
3.01 Commencement of Participation 5
3.02 Eligibility Requirements 5
3.03 Ineligible Classes Of Employees 5
3.04 Entry Date 5
3.05 Cessation of Participation 5
3.06 Reinstatement of Former Participant 6
ARTICLE 4 6
OPTIONAL BENEFITS 6
4.01 Benefit Payment Option 6
4.02 Election of Medical and Dependent Care Expense Reimbursement In Lieu Of Cash 6
4.03 Election Of Cash in Lieu of Premium Payments 6
4.04 Election Procedure 6
4.05 Failure to Elect 7
4.06 Changes by Administrator 8
4.07 Irrevocability of Election by The Participant During The Plan Year 8
4.08 Reimbursable Expenses on Termination of Participation 8
4.09 Amount and Form of Payment 9
4.10 Automatic Termination of Election 9
ARTICLE 5 9
DEPENDENT CARE EXPENSE REIMBURSEMENT PLAN 9
5.01 Payment of Benefits 9
5.02 Limitations 9
5.03 Construction 10
5.04 Reports to Employees 10
ARTICLE 6 10
MEDICAL CARE EXPENSE REIMBURSEMENT PLAN 10
6.01 Claims for Reimbursement 10
6.02 Qualifying Medical Care Expense 10
6.03 Reimbursement or Payment of Expenses 10
ARTICLE 7 11
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REIMBURSEMENT ACCOUNTS 11
7.01 Establishment of Accounts 11
7.02 Crediting Of Accounts 11
7.03 Debiting of Accounts 11
7.04 Forfeiture of Accounts 11
7.05 No Trust Created 11
ARTICLE 8 12
ADMINISTRATION OF PLAN 12
8.01 Administrator 12
8.02 Examination of Records 12
8.03 Reliance on Tables, Etc 12
8.04 Claims and Review Procedures 12
8.05 Nondiscriminatory Exercise of Authority 13
8.06 Indemnification of Administrator 13
ARTICLE 9 13
AMENDMENT AND TERMINATION OF PLAN 13
9.01 Amendment or Termination of Cafeteria Plan 13
9.02 Amendment or Termination of Insurance Plan(s) 13
ARTICLE 10 14
MISCELLANEOUS PROVISIONS 14
10.01 Information to Be Furnished 14
10.02 Limitation of Rights 14
10.03 No Guarantee of Tax Consequences; Indemnification of Employer 14
10.04 Governing Law 14
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ARTICLE 1
INTRODUCTION
1.01 Purpose of Plan
The Employer has adopted this Plan to recognize the contribution made
to the Employer by its Employees. Its purpose is to reward them by providing
benefits for eligible Employees and their dependents and beneficiaries. This
Plan is designed to permit eligible Employees to choose certain benefits in
place of receiving cash.
1.02 Cafeteria Plan Status
This Plan is intended to qualify as a "Cafeteria Plan" under Code
Section 125, and is to be interpreted in a manner consistent with the
requirements of that Section.
1.03 Exclusive Benefit of Participants
This Plan has been established for the exclusive benefit of the
Participants and their beneficiaries.
ARTICLE 2
DEFINITIONS
2.01 Administrator
Means the Employer or such other person or committee as may be
appointed from time to time by the Employer to supervise the administration of
the Plan.
2.02 Code
Means the Internal Revenue Code of 1986, as amended from time to time.
Reference to any section or subsection of the Code includes reference to any
comparable or succeeding provisions of any legislation which amends, supplements
or replaces such section or subsection.
2.03 Compensation
The term Compensation means wages within the meaning of Code ss.3401(a)
and all other payments of Compensation that are actually paid or made available
in gross income during the Plan Year to an Employee by the Employer (in the
course of the Employer's trade or business) for which the Employer is required
to furnish the Employee a written statement (Form W-2) under Code
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ss.6041(d), ss.6051(a)(3) and ss.6052. Compensation must be determined without
regard to any rules under Code ss.3401(a) that limit the remuneration included
in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Code ss.3401(a)(2)).
Compensation will also include amounts not currently includible in gross income
by reason of Code ss.125, ss.402(e)(3), ss.402(h), or ss.403(b). Compensation
will not include a Participant's Compensation earned prior to becoming a
Participant in the Plan.
2.04 Dependent Care Expense Reimbursement Plan
Means the Dependent Care Expense Reimbursement Plan set forth in
Article 5.
2.05 Dependent
Means, for purposes of determining eligibility for Dependent care
reimbursement, (a) A Dependent under age 13 who qualifies as a Dependent for
income tax purposes; (b) a spouse who is physically or mentally unable to care
for himself or herself; (c) a Dependent who is unable to care for himself or
herself and who qualifies as a Dependent for income tax purposes; and (d) a
Dependent over the age of 13, if such Dependent regularly spends at least 8
hours per day in the Participant's household.
2.06 Effective Date
Means January 1, 2001. The original Effective Date of this amended and
restated Plan was May 1, 1991.
2.07 Employee
Means any individual employed by the Employer or any related Employer
which has adopted this Plan.
2.08 Employer
Means Data Research Associates, Inc., a corporation organized under the
laws of the state of Missouri, and any other entity which adopts the Plan with
the approval of the governing board of the Employer.
2.09 Highly Compensated Employee
The term Highly Compensated Employee (or HCE) means, for Plan Years
beginning after December 31, 1996, any Employee (1) who during the Plan Year or
the look-back year was a 5% owner as defined in Code Section 416(i)(1); or (2)
who for the look-back year had Section 415 Compensation in excess of $80,000 as
adjusted under Code Section 415(d) (except that the base year will be the
calendar quarter ending September 30, 1996).
The determination of who is a Highly Compensated former Employee is
based on the rules for determining HCE status as in effect for the Plan Year or
the look-back year for which the determination is being made, in accordance with
temporary regulation 1.414(q)-1T, A-4 and Notice 97-45. In determining if an
Employee is a Highly Compensated Employee for Plan Years beginning in 1997,
amendments to Code Section 414(q) are treated as having been in effect for Plan
Years beginning in 1996.
2.10 Key Employee
Means any Key Employee as defined in Code Section 416(i)(1).
2.11 Medical Care Expense Reimbursement Plan
Means the Medical Care Expense Reimbursement Plan set forth in Article
6.
2.12 Medical Insurance Plan
Means any Medical and/or dental Insurance plan maintained by the
Employer. Medical Insurance Plan may also mean drug prescription plans, vision
plans or other plans providing medical or wellness benefits to the Employee.
2.13 Participant
Means any Employee who participates in the Plan in accordance with
Article 3.
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2.14 Plan
Means the Data Research Associates, Inc. Cafeteria Plan as set forth
herein, together with any and all amendments and supplements hereto.
2.15 Plan Year
Means the January 1st to December 31st.
2.16 Premium Conversion Plan
Means the provision of this Plan under which premiums are paid by
Participants for certain insured benefits on a before-tax basis.
2.17 Qualifying Reimbursement Expenses
Means expenses which qualify under the Internal Revenue Code for
reimbursement under this Plan, and which are not otherwise deducted on the
Participant's income tax return or reimbursed by insurance.
ARTICLE 3
PARTICIPATION
3.01 Commencement of Participation
An Employee and whose customary employment, excluding overtime work, is
a least 25 per week will be eligible to become a Participant in the Plan in
accordance with the provisions of paragraph 3.02.
3.02 Eligibility Requirements
Medical and Dependent Care Expense Reimbursement Plan
With regard to benefits described in section 4.01(a), an Employee will
be eligible to participate in the Plan as follows: An Employee will be eligible
to enter the Plan on the Entry Date following the date he or she completes 90
days of service.
Premium Conversion Plan
With regard to benefits described in Section 4.01(b), an Employee will
be eligible to participate in the Plan with regard to such benefit on the same
date as he or she becomes eligible for the Medical\Dental Insurance Plan(s).
3.03 Ineligible Classes Of Employees
All Employees are eligible to participate in the Plan.
However, owner-employees, partners and Employees who own 2% or more of
the interest in an S corporation may not participate in the Plan.
3.04 Entry Date
Entry Date means the first day of the payroll period following the date
the Participant meets the eligibility requirements.
3.05 Cessation of Participation
A Participant will cease to be a Participant as of the earlier of (a)
the date on which the Plan terminates, (b) the date of his or her termination of
employment, (c) the first day of the Plan Year following the filing of a waiver
of Plan participation with respect to all benefit options.
Participants who take a leave of absence either under the Family
Medical leave Act (FMLA) or the Uniform Services Employment or Reemployment
Rights Act (USERRA) may elect to continue participation in the Plan during their
period of leave. Participants eligible for coverage under the Medical Care
Expense Reimbursement Plan who are otherwise eligible to continue coverage under
the Medical Insurance Plan of the Employer pursuant to the Consolidated Omnibus
Reconciliation Act of 1985 (COBRA) may continue to participate in the Medical
Expense Reimbursement Plan during such period of coverage. Amounts previously
deferred which would otherwise continue to be deferred under this section if the
Participant were still employed may be paid to the Plan (a) as a single lump sum
at the beginning of each year (or expected leave period), or (b) as monthly
payments.
3.06 Reinstatement of Former Participant
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A former Participant will become a Participant again if and when the
eligibility requirements of paragraph 3.02 are met, but cannot commence
participation until the first day of the Plan Year following the Plan Year in
which the Employee is rehired.
ARTICLE 4
OPTIONAL BENEFITS
4.01 Benefit Payment Option
(a) Participants may choose under this Plan to receive their full Compensation
for any Plan Year in cash or to have their Compensation reduced and applied by
the Employer toward the cost of the following optional benefits:
- Dependent Care Expense Reimbursement
- Medical Care Expense Reimbursement
(b) A Participant may also choose to receive his or her full Compensation for
any Plan Year, not reduced under the preceding paragraph, in cash (to be used to
pay insurance premiums on an after-tax basis), or to have a portion of his or
her Compensation applied by the Employer toward his or her share of the cost of
benefits payable under the Medical/Dental Insurance Plan or Plans on a
before-tax basis (Hereafter, the "Premium Conversion Plan").
4.02 Election of Medical and Dependent Care Expense Reimbursement In Lieu Of
Cash
A Participant may elect under this Plan to receive one or more of the
optional benefits described in paragraph 4.01(a) in accordance with the
procedure described in paragraph 4.04(a). If a Participant elects an optional
benefit described in paragraph 4.01(a), the Participant's cash compensation will
be reduced, and an amount equal to the reduction will be credited by the
Employer to a reimbursement account in accordance with Articles 5 and 6.
4.03 Election Of Cash in Lieu of Premium Payments
A Participant may elect under this Plan to receive one or more of the
optional benefits described in paragraph 4.01(b) in accordance with the
procedure described in paragraph 4.04(b) . If a Participant elects an optional
benefit described in paragraph 4.01(b), the Participant's cash compensation will
be reduced, and an amount equal to the reduction will used to pay premiums for
medical/dental insurance on a before-tax basis. If a Participant does not elect
an option benefit described in section 401(b), the participant's cash
compensation will be reduced on an after-tax basis and used to pay such
insurance premiums.
While a Participant may elect under this Plan to reduce his or her
Compensation to pay for his or her share of premiums under the Medical/Dental
Insurance Plan or Plans, the benefits will be provided not by this Plan but by
the Medical/Dental Insurance Plan or Plans. The types and amounts of benefits
available under these insurance Plans, requirements for participating in such
insurance plans, and the other terms and conditions of coverage and benefits are
as set forth from time to time in the Medical/Dental Insurance Plan or Plans and
in the group insurance contracts and prepaid health plan contracts that
constitute (or are incorporated by reference in) the Medical/Dental Insurance
Plan or Plans. The benefit descriptions in such Medical/Dental Insurance Plans
and contracts, as in effect from time to time, are hereby incorporated by
reference in this Plan.
4.04 Election Procedure
(a) The optional benefits described in paragraph 4.01(a) will become effective
with respect to each Participant as of the beginning of the first pay period for
which a salary reduction agreement will apply, if elected by a Participant
pursuant to the procedures described in this paragraph. Approximately 30 days
prior to the commencement of each subsequent Plan Year, the Administrator shall
provide one or more written Election Forms, waiver forms and salary reduction
agreements to each Participant and to each other Employee who is expected to
become a Participant at the beginning of the Plan Year. Each Participant who
desires one or more optional benefit coverage described in paragraph 4.01(a) for
the Plan Year shall specify the coverage
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and the amount of reduction in Compensation applicable to each such coverage on
the appropriate Election Form or Forms and shall agree to a reduction in salary
equal to the total of the amounts specified for each such optional benefit. The
amount of the reduction in the Participant's salary for the Plan Year for each
optional benefit described in paragraph 4.01(a) shall be the amount elected by
the Participant, subject to the limitations of paragraph 4.08. Each Election
Form and Compensation Reduction Agreement must be completed and returned to the
Administrator on or before such date as the Administrator shall specify, which
date shall be no later than the beginning of the first pay period for which the
Participant's Compensation Reduction Agreement will apply.
(b) The optional benefits described in Section 4.01(b) shall, for the initial
Plan Year commencing on the Effective Date, be deemed to become effective for
each Employee who is participating in the Medical/Dental Insurance Plan or Plans
on that date. For all other Employees, Participation shall be deemed to be
effective on the date provided for in Section 3.01. Prior to the commencement of
each subsequent Plan Year, the Administrator shall make available written waiver
forms to any Employee who chooses to waive the benefits under Section 401(b). An
election to waive such benefits must be completed and returned to the
Administrator on or before such date as the Administrator shall specify, which
date shall be no later than the beginning of the first pay period for the Plan
Year in which the Participant seeks to waive participation in this Plan. Any
Employee who waives such benefit can participate in the Plan for future Plan
Years by filing a written election to participate before any such future Plan
Year. The waiver shall be effective as of the first day of the Plan Year after
the waiver form was filed with the Administrator. Any Employee who is
participating in the Medical/Dental Insurance Plan or Plans who does not timely
file an election to waive his or her participation under this Plan will have
premium payments under the Medical/Dental Insurance Plan or Plans paid through
this Plan and shall be deemed to have agreed to a reduction in Compensation. The
amount of the reduction in the Participant's Compensation for the Plan Year for
each premium payment described in Paragraph 4.01(b) shall equal the
Participant's share of the cost of such Medical/Dental Insurance Plan coverage,
and shall be adjusted automatically in the event of a change in such cost. The
maximum amount of Compensation reduction a Participant can elect cannot exceed
the amount of the Participant's share of the cost of Medical/Dental Insurance
Plan coverage.
4.05 Failure to Elect
(a) An Employee failing to return a completed Election Form to the Administrator
relating to the optional benefits described in paragraph 4.01(a) on or before
the specified due date for the initial Plan Year of the Plan or for the Plan
Year in which he or she becomes a Participant, shall be deemed to have elected
to receive his or her full Compensation in cash. For subsequent Plan Years, the
Participant who fails to return a completed election to the Administrator
relating to such optional benefits on or before the specified due date for any
Plan Year shall be deemed to have elected cash compensation in lieu of such
optional benefits, regardless of the election in effect during the preceding
Plan Year.
(b) An Employee failing to return a completed Election Form to the Administrator
relating to the optional benefits described in paragraph 4.01(b) on or before
the specified due date for the initial Plan Year of the Plan or for the Plan
Year in which he or she becomes a Participant shall be deemed to have elected to
have the applicable insurance premiums paid on a before tax basis. For
subsequent Plan Years, the Participant who fails to return a completed waiver or
election, as applicable, to the Administrator related to such benefits on or
before the specified due date for any Plan Year shall be deemed to be have
elected to continue the election in effect during the preceding Plan Year for
the subsequent Plan Year.
An Employee who first becomes eligible to participate in the Plan mid-year may
commence participation on the Entry Date coincident with or next following the
date the eligibility requirements are met. The Election shall be made by
submitting an Election Form to the Administrator at least 10 days before the
Entry Date (unless the Entry Date is the date of Hire, in which case, as soon as
practicable after the hire date). An Employee that does not elect to
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participate when first eligible may not enroll until the beginning of the next
Plan Year.
4.06 Changes by Administrator
The Plan will not discriminate in favor of Highly Compensated Employees
as to eligibility to participate or as to contributions and benefits and no more
than 25 percent of the nontaxable benefits paid under the Plan during any Plan
Year shall be paid to Participants who are Key Employees. If the Administrator
determines, before or during any Plan Year, that the Plan may fail to satisfy
for such Plan Year any nondiscrimination requirement imposed by the Code or any
limitation on benefits provided to Key Employees, the Administrator shall take
such action as the Administrator deems appropriate, under rules uniformly
applicable to similarly situated Participants, to assure compliance with such
requirement or limitation. Such action may include, without limitation, a
modification of elections by Highly Compensated Employees or Key Employees with
or without the consent of such Employees.
4.07 Irrevocability of Election by The Participant During The Plan Year
Elections made or deemed to be made under the Plan shall be irrevocable
during the Plan Year, subject to a change in family status. A Participant may
revoke a benefit election for the balance of a Plan Year and file a new election
only if both the revocation and the new election are on account of and
consistent with a change in family status. A change in family status for this
purpose includes marriage, divorce, death of the Participant's spouse or child,
birth or adoption of a child, termination of employment (or the commencement of
employment) of the Participant's spouse, or the switching from part-time to
full-time employment status or from full-time to part-time status by the
Participant or the Participant's spouse, and the taking of an unpaid leave of
absence by the Participant or the Participant's spouse, and such other events
that the Administrator determines will permit a change or revocation of an
election during a Plan Year under regulations and rulings of the Internal
Revenue Service. Any new election under this paragraph 4.07 shall be effective
at such time as the Administrator shall prescribe, but not earlier than the
first pay period beginning after the Election Form is completed and returned to
the Administrator.
The amount of any salary reduction amounts not applied against medical and
dependent care expenses will be forfeited by the Participant and used to defray
the reasonable expense of administering this Plan as set forth in Section 7.04.
If a Participant ceases or changes the extent of his or her participation in the
Medical/Dental Insurance Plan or Plans of the Employer for any reason other than
a change in family status, the Participant's Compensation will continue to be
reduced by an amount equal to that portion of the premiums previously payable
during such Plan Year for benefits under the Medical/Dental Insurance Plan or
Plans. The amount of any reduction not applied towards payment of premiums will
be forfeited by the Participant and used to defray the reasonable expense of
administering the Plan. The amount of Compensation reduction will automatically
be adjusted for substantial increases or decreases of coverage.
4.08 Reimbursable Expenses on Termination of Participation
The Participant (or the Participant's estate) shall be entitled to
medical and dependent care expense reimbursement under Article 7 only for
expenses incurred within the same Plan Year while a Plan Participant, and paid
prior to the 90th day after the date participation is terminated, and only if
the Participant (or the Participant's estate) applies for such reimbursement in
accordance with Article 7 on or before the earlier of (1) the 180th day
following the date participation is terminated, and (2) the 90th day after the
close of the Plan Year.
4.09 Amount and Form of Payment
The Employer's contributions under the Plan for each Plan Year shall
consist of the aggregate amount applied to the payment of benefits under
Articles 5 and 6 pursuant to the Participant's election, any balance of the
amount subject to the election hereinabove described which is paid to the
Participant in cash, and the amounts used to pay premiums under Section 4.03.
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However, in no event can the total annual reimbursements under the Dependent
Care Assistant Plan exceed $5,000 or $2,500 in the case of married individuals
filing separately. If the spouse is a full-time student for at least 5 months of
the year, the deduction is limited to the spouse's earned income, or if greater,
$4,800. The total annual amount which the Participant has an election to defer
for medical reimbursement shall not exceed $2,000.
4.10 Automatic Termination of Election
Elections made or deemed to be made under this Plan shall automatically
terminate on the date on which the Participant ceases to be a Participant in the
Plan, although coverage or benefits under the Medical/Dental Insurance Plan or
Plans may continue if and to the extent provided by such Plan. Any Participant
who terminates employment and is rehired cannot resume or commence participation
in the Plan during the Plan Year in which such termination of employment occurs.
ARTICLE 5
DEPENDENT CARE EXPENSE REIMBURSEMENT PLAN
5.01 Payment of Benefits
The Employer, upon proper written claim by a Participant, shall apply
any reduction in Compensation elected by the Participant pursuant to Article 4
for the payment of benefits under the Dependent Care Expense Reimbursement Plan
set forth in this Article 5 (including any prior reductions then standing to the
Participant's credit in the Participant's Dependent Care Expense Reimbursement
Account, described in Article 7, subject to paragraph 5.02) to reimburse the
Participant for the cost of dependent care assistance provided to him or her
during the period to which such election applies which, if paid by the
Participant, would be considered an employment-related expense under Code
Section 212(b)(2). No such reimbursement shall be made to the extent that, when
taken with other such reimbursements for the Participant's taxable year, it
exceeds the lesser of (a) the amounts remaining in the Participant's Dependent
Care Expense Reimbursement Account; (b) in the case of a Participant who is not
married as of the end of his or her taxable year, that Participant's earned
income; or (c) in the case of a Participant who is married as of the end of his
or her taxable year, the lesser of (i) the Participant's earned income for such
taxable year, or (ii) the spouse's earned income for such taxable year. For
purposes of the preceding sentence, "earned income" shall have the meaning
provided for in Code section 129(e)(2); provided that the provisions of Code
Section 21(d)(2) shall apply in determining the earned income of a spouse who is
a student or is incapable of caring for himself or herself. No reimbursement
shall be made under this Article 5 for amounts paid or payable to an individual
related to the Participant within the meaning of Code Section 129(c).
5.02 Limitations
No reimbursement shall be made for expenses incurred during any Plan
Year from a reduction in Compensation made during any other Plan Year.
5.03 Construction
The Dependent Care Expense Reimbursement Plan established in this
Article 5 is intended to meet the requirements of Section 129 of the Code and
the regulations thereunder, and shall be interpreted and administered in
accordance therewith.
5.04 Reports to Employees
Pursuant to Section 129(d)(7) of the Code, prior to each February 1 the
Administrator shall provide each Participant with a statement of the amounts
paid to such Participant during the previous calendar year under the Dependent
Care Expense Reimbursement Plan.
ARTICLE 6
MEDICAL CARE EXPENSE REIMBURSEMENT PLAN
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6.01 Claims for Reimbursement
A Participant who has elected to receive medical care expense
reimbursements for a Plan Year may apply to the Employer for reimbursement of
Qualifying Medical Care Expenses incurred by the Participant during the Plan
Year by submitting an application in writing to the Employer, in such form as
the Employer may prescribe, setting forth:
(a) The amount, date and nature of the expense with respect to
which a benefit is requested;
(b) The name of the person, organization or entity to which the
expense was or is to be paid;
(c) The name of the person for whom the expense was incurred and,
if such person is not the Participant requesting the benefit, the relationship
of such person to the Participant; and
(d) The amount recovered or expected to be recovered under any
insurance arrangement or other plan, with respect to the expense. Such
application shall be accompanied by bills, invoices, receipts, cancelled checks
or other statements showing the amount of such expenses, together with any
additional documentation which the Administrator may request.
6.02 Qualifying Medical Care Expense
Qualifying Medical Care Expense means an expense incurred by a
Participant, or by the spouse or dependent of such Participant, for medical care
as defined in Section 213 of the Code (including without limitation amounts paid
for hospital bills, doctor and dental bills, drugs and premiums for accident and
health insurance), but only to the extent that the Participant or other person
incurring the expense is not reimbursed for the expense through insurance or
otherwise (other than under the Plan).
6.03 Reimbursement or Payment of Expenses
The Employer shall reimburse the Participant from the Participant's
Reimbursement Account, as described in Article 7 for Qualifying Medical Care
Expense incurred during the Plan Year, for which the Participant submits a
written application and documentation in accordance with paragraph 7. The
Employer may, at its option, pay any such Qualifying Medical Care Expenses
directly to the person providing or supplying medical care in lieu of
reimbursing the Participant.
ARTICLE 7
REIMBURSEMENT ACCOUNTS
7.01 Establishment of Accounts
The Employer will establish and maintain on its books Accounts for each
Plan Year with respect to each Participant who has elected to receive
reimbursement of Qualifying Reimbursement Expenses incurred during the Plan
Year.
7.02 Crediting Of Accounts
There shall be credited to a Participant's Accounts for each Plan Year,
as of each date Compensation is paid to the Participant in such Plan Year, an
amount equal to the reduction, if any, to be made in such Compensation in
accordance with the Participant's election and Compensation Reduction Agreement
under the Plan. All amounts credited to each such Accounts shall be the property
of the Employer until paid out pursuant to this Article 7.
7.03 Debiting of Accounts
A Participant's Accounts for each Plan Year shall be debited from time
to time in the amount of any payment under this Article 7 to or for the benefit
of the Participant for Qualifying Reimbursement Expenses incurred during such
Plan Year. Amounts debited to each such Account shall be treated as payments of
the earliest amounts credited to the Account, and not yet paid, under a
"first-in/first-out" approach.
7.04 Forfeiture of Accounts
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The amount credited to a Participant's Accounts for any Plan Year shall
be used only to reimburse the Participant for Qualifying Reimbursement Expenses
incurred during such Plan Year, and only if the Participant applies for
reimbursement on or before the 90th day following the close of the Plan Year or
180 days after termination of employment, if earlier. If any balance remains in
the Participant's Accounts for a Plan Year after all reimbursements hereunder,
such balance shall not be carried over to reimburse the Participant for
Qualifying Reimbursement Expenses incurred during a subsequent Plan Year, and
shall not be available to the Participant in any other form or manner, but shall
remain the property of the Employer, and the Participant shall forfeit all
rights with respect to such balance.
7.05 No Trust Created
The Employer shall set up a reserve on its books for the amount
credited to each Participant's Account, but no assets of the Employer shall be
specifically set aside for the payment of contributions, withdrawals or
distributions hereunder, and references to "credits" and other related terms
herein shall refer only to the setting up of such a reserve. The Plan does not
create a trust in favor of a Participant or any person claiming on a
Participant's behalf, and the obligation of the Employer is solely a contractual
obligation to make payments due hereunder. In this regard, the balance of any
Account shall be considered a liability of the Employer, and a Participant's
right thereto shall be the same as that of any unsecured general creditor of the
Employer. Neither the Participant nor any other person shall acquire any right,
title or interest in or to any contribution under the Plan or balance in any
Account other than the right to the actual payment of contributions, withdrawals
and distributions in accordance with the terms of the Plan.
ARTICLE 8
ADMINISTRATION OF PLAN
8.01 Administrator
The administration of the Plan shall be under the supervision of the
Administrator. It shall be a principal duty of the Administrator to see that the
Plan is carried out, in accordance with its terms, for the exclusive benefit of
persons entitled to participate in the Plan without discrimination among them.
The Administrator will have full power to administer the Plan in all of its
details, subject to applicable requirements of law. For this purpose, the
Administrator's powers will include, but will not be limited to the following,
in addition to all other powers provided by this Plan:
(a) To make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the Plan;
(b) To interpret the Plan, its interpretation thereof in good
faith to be final and conclusive on all persons claiming benefits under the
Plan;
(c) To decide all questions concerning the Plan and the
eligibility of any person to participate in the Plan;
(d) To appoint such agents, counsel, accountants, consultants and
other persons as may be required to assist in administering the Plan; and
(e) To allocate and delegate its responsibilities under the Plan
and to designate other persons to carry out any of its responsibilities under
the Plan, any such allocation, delegation or designation to be in writing.
8.02 Examination of Records
The Administrator will make available to each Participant such of the
records under the Plan as pertain to the Participant, for examination at
reasonable times during normal business hours.
8.03 Reliance on Tables, Etc
In administering the Plan, the Administrator will be entitled to the
extent permitted by law to rely conclusively on all tables, valuations,
certificates, opinions and reports which are furnished by, or in accordance
<PAGE> 11
with the instructions of, the administrators by accountants, counsel or other
experts employed or engaged by the Administrator.
8.04 Claims and Review Procedures
Claims Procedure
If any person believes he or she is being denied any rights or benefits under
the Plan, such person may file a claim in writing with the Administrator. If any
such claim is wholly or partially denied, the Administrator will notify such
person of its decision in writing. Such notification will be written in a manner
calculated to be understood by such person and will contain (1) specific reasons
for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person wishes
to submit a request for review. Such notification will be given within 90 days
after the claim is received by the Administrator (or within 180 days, if special
circumstances require an extension of time for processing the claim, and if
written notice of such extension and circumstances is given to such person
within the initial 90 day period). If such notification is not given within such
period, the claim will be considered denied as of the last day of such period
and such person may request a review of his claim.
Review Procedure
Within 60 days after the date on which a person receives a written notice of a
denied claim (or, if applicable, within 60 days after the date on which such
denial is considered to have occurred), such person (or his or her duly
authorized representative) may (i) file a written request with the Administrator
for a review of the denied claim and of pertinent documents, and (ii) submit
written issues and comments to the Administrator. The Administrator will notify
such person of its decision in writing. Such notification will be written in a
manner calculated to be understood by such person and will contain specific
reasons for the decision as well as specific references to pertinent Plan
provisions. The decision on review will be made within 60 days after request for
review is received by the Administrator (or within 120 days, if special
circumstances require an extension of time for processing the request, such as
an election by the Administrator to hold a hearing, and if written notice of
such extension and circumstances is given to such person within the initial 60
day period). If the decision on review is not made within such period, the claim
will be considered denied.
8.05 Nondiscriminatory Exercise of Authority
Whenever, in the administration of the Plan, any discretionary action
by the Administrator is required, the Administrator shall exercise its authority
in a nondiscriminatory manner so that all persons similarly situated will
receive substantially the same treatment.
8.06 Indemnification of Administrator
The Employer agrees to indemnify and to defend to the fullest extent
permitted by law any Employee serving as the Administrator or as a member of a
committee designated as Administrator (including any Employee or former Employee
who formerly served as Administrator or as a member of such committee) against
all liabilities, damages, costs and expenses (including attorneys fees and
amounts paid in settlement of any claims approved by the Employer) occasioned by
any act or omission to act in connection with the Plan, if such act or omission
is in good faith.
ARTICLE 9
AMENDMENT AND TERMINATION OF PLAN
9.01 Amendment or Termination of Cafeteria Plan
The Plan may at any time be amended or terminated by a written
instrument signed by the Employer.
<PAGE> 12
Upon termination of the Plan, all elections and reductions in
Compensation under the Plan will terminate. Any amounts remaining in a
Participant's Reimbursement Account shall be reimbursed in accordance with
paragraph 4.08. Any reduction in a Participant's Compensation made prior to
termination of the Plan, for purposes of paying that portion of the premiums
payable by a Participant for benefits under the Medical/Dental Insurance Plan or
Plans that were not applied to such payment, will be applied to the next premium
payable by the Participant.
9.02 Amendment or Termination of Insurance Plan(s)
Nothing contained in the Plan shall limit the Employer's right, without
notice to or consent from any Employee, to amend or terminate the Medical/Dental
Insurance Plan or Plans.
ARTICLE 10
MISCELLANEOUS PROVISIONS
10.01 Information to Be Furnished
Participants shall provide the Employer and Administrator with such
information and evidence, and shall sign such documents, as may reasonably be
requested from time to time for the purpose of administration of the Plan.
10.02 Limitation of Rights
Neither the establishment of the Plan nor any amendment thereof, nor
the payment of any benefits, will be construed as giving to any Participant or
other person any legal or equitable rights against the Employer or
Administrator, except as provided herein.
10.03 No Guarantee of Tax Consequences; Indemnification of Employer
While the Employer intends that the amounts applied to the payment of
one or more of the optional benefits described in paragraph 4.01 will be
excludable from the Participant's gross income for federal income tax purposes,
neither the Employer nor the Administrator makes any commitment or guarantee
that these amounts will be excludable from a Participant's gross income for
federal income tax purposes, or that any other federal, state, or local tax
treatment will apply. It is the Participant's obligation to notify the Employer
if the Participant has any reason to believe that any payment is not excludable
from his or her gross income. If any before-tax payment made on behalf of a
Participant for one or more of the optional benefits described in paragraph 4.01
is disallowed by any federal, state, or local taxing authority, the Participant
must indemnify and reimburse the Employer for any liability it may incur for
failure to withhold federal, state, or local taxes that the Participant would
have owed if such payment had been made to the Participant as regular cash
compensation, plus the Participant's share of any Social Security tax that would
have been paid on such Compensation.
10.04 Governing Law
This Plan shall be construed, administered and enforced according to
the laws of the State of Missouri.
IN WITNESS WHEREOF, the Employer has caused this Plan to be executed in its name
and behalf this eighteenth day of October, 2000, by its officer thereunto duly
authorized.
DATA RESEARCH ASSOCIATES, INC.
By: /s/Katharine W. Biggs
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Title Vice-President and Chief
Financial Officer
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