John U. Fazi and Sylvia Fazi - Page 5

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            a plan complying with changes made in the applicable law by the                                
            Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), Pub. L.                              
            97-248, 96 Stat. 324; the Deficit Reduction Act of 1984 (DEFRA),                               
            Pub. L. 98-369, 98 Stat. 494; and the Retirement Equity Act of                                 
            1984 (REA), Pub. L. 98-397, 98 Stat. 1426.                                                     
                  The corporation contributed $29,152 to the plan 1 account of                             
            Mr. Fazi and $3,950 to the plan 1 account of Mrs. Fazi for the                                 
            year ending August 31, 1986.  Mr. Fazi was 100 percent vested in                               
            his plan 1 account during the 1985 and 1986 plan years.  Mrs.                                  
            Fazi was 60 percent vested in her plan 1 account in 1985 and 80                                
            percent vested in 1986.  Consequently, Mrs. Fazi's vested                                      
            interest in the 1986 contribution was $3,160.  Mrs. Fazi's                                     
            increased vesting from 1985 to 1986 resulted in her becoming                                   
            vested in an additional $750 from contributions made to her                                    
            account in plan 1 for years prior to the plan year ending August                               
            31, 1986.                                                                                      
                  Plan 2, when originally adopted by the corporation in 1972,                              
            was qualified under section 401, and the accompanying trust was a                              
            qualified, tax-exempt trust under section 501.  Plan 2 was frozen                              
            as of August 31, 1982, and was subsequently merged into plan 1 on                              
            or about May 31, 1986.  (This merger will hereinafter be referred                              
            to as the plan merger.)  The plan 2 assets were transferred to                                 
            the plan 1 trust.  Mr. Fazi's account under plan 1 increased by                                
            $277,138 as a result of the plan merger (the amount of his                                     





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