HomeMy WebLinkAboutDeferred Compensation Plan Amended & Restated 11/14/2014Plan Document
for the
DEFERRED COMPENSATION PLAN
FOR EMPLOYEES OF
TOWN OF SOUTHOLD
(Amended and Restated as of 11/14/2014)
v. 11/ 14/2014
Deferred Compensation Plan
for Employees of
Town of Southold
Plan Document
TABLE OF CONTENTS
Page
Section1 Definitions..............................................................................................................2
Section2 Participation.......................................................................................................... 9
Section 3 Amounts Deferred or Contributed.................................................................... 10
Section 4 Investment of Amounts Deferred or
Contributed and Rollover Contributions......................................................... 13
Section5 Rollovers.............................................................................................................. 17
Section 6 Accounts and Records of the Plan..................................................................... 19
Section 7 Withdrawals for Unforeseeable Emergencies; Withdrawals of Small
Amounts; Loans.................................................................................................. 21
Section 8 Distributions from the Plan and other Eligible Retirement Plans ................. 24
Section 9 Designation of Beneficiaries............................................................................... 31
Section 10 Qualified Domestic Relations Orders................................................................ 32
Section11 Administration.................................................................................................... 33
Section 12 Amendment or Termination.............................................................................. 37
Section 13 General Limitations and Provisions.................................................................. 38
ScheduleA..............................................................................................................................S-1
Deferred Compensation Plan
for Employees of
Town of Southold
Plan Document
PURPOSE
The purpose of the Plan is to encourage Employees to make and continue careers
with the Employer by providing Employees with a convenient way to save on a regular and long-
term basis and thereby provide for their retirement as set forth herein. The Employer adopted
this Plan by complying with the procedures set forth in the Regulations.
A Participant's benefit under the Plan is limited to the Plan Benefit, and the value
of the Plan Benefit will depend upon the investment results achieved by the Investment Options
in which the Participant chooses to invest. Each Participant shall be 100 percent vested at all
times in his or her Plan Benefit in accordance with the terms of the Plan.
In accordance with Section 457 of the Code, all amounts of Compensation
deferred or contributed under the Plan, all property and rights purchased with such amounts and
all income attributable to such amounts, and all other property and rights are held in trust for the
exclusive benefit of Participants and their Beneficiaries and Alternate Payees pursuant to the
Trust Agreement.
The Plan and the Trust Agreement are intended to satisfy the requirements for an
eligible deferred compensation plan under Section 457 of the Code applicable to governmental
employers described in Section 457(e)(1)(B) of the Code, and shall be construed and
administered accordingly. To the extent that any term of the Plan is inconsistent with the
provisions of Section 457 of the Code applicable to governmental employers, the inconsistent
term shall, to the fullest extent possible, be treated for all purposes of the Plan as amended or
reformed to conform to the applicable provisions of Section 457 of the Code.
Except as otherwise provided herein, this amendment and restatement of the Plan
is effective as of the Effective Date.
SECTION 1
DEFINITIONS
When used herein, the following terms shall have the following meanings:
1.1 "Account" means each separate account established and maintained for an Account
Participant under the Plan, including, as applicable, each Before -Tax Deferral Account, Roth
Account (if applicable), Rollover Account, Alternate Payee Account and Beneficiary Account.
1.2 "Account Participant" means each Participant, Beneficiary, Surviving Spouse, Alternate
Payee or other individual with an Account.
1.3 "Administrative Service Agency" means an Administrative Service Agency as defined in
the Regulations selected by the Committee to provide services in respect of the Plan.
1.4 "Alternate Pam means any spouse, former spouse, child or other dependent of a
Participant who is recognized by a Qualified Domestic Relations Order as having a right to
receive all, or a portion of, the Plan Benefit with respect to such Participant.
1.5 "Alternate Payee Account" means the Account established for an Alternate Payee
pursuant to a Qualified Domestic Relations Order.
1.6 "Amounts Deferred or Contributed" means the aggregate of Compensation deferred or
contributed by a Participant pursuant to Sections 3.1 and 3.2, including Before -Tax Deferrals and
Roth Contributions (if applicable).
1.7 "Before -Tax Deferral Account" means the Account or Accounts established under the
Plan to record a Participant's Before -Tax Deferrals, and the income, gains and losses credited
thereto. A Beneficiary Account or Alternate Payee Account corresponding to the deceased or
relevant Participant's Before -Tax Deferrals may also be referred to as a Before -Tax Deferral
Account.
1.8 "Before -Tax Deferrals" means that part of a Participant's Compensation which is
deferred into the Plan and is not includable in the Participant's taxable income which, in the
absence of a Participant's election to defer such Compensation under Section 3. 1, would have
been paid to the Participant and would have been includable in the Participant's taxable income.
1.9 `Beneficiary" means the beneficiary or beneficiaries designated by a Participant or
Surviving Spouse of a Participant pursuant to Section 9 to receive the amount, if any, payable
under the Plan upon the death of such Participant or Surviving Spouse.
1.10 `Beneficiary Account" means the Account established for a Beneficiary in accordance
with Section 6.2.
2
1.11 `Business Day" means, subject to Section 4.4(b), any day (measured in accordance with
State time) on which the New York Stock Exchange is open for the trading of securities.
1.12 "Code" means the Internal Revenue Code of 1986, as now in effect or as hereafter
amended, and the applicable Treasury Regulations and rulings thereunder. All citations to
sections of the Code are to such sections as they may from time to time be amended or
renumbered.
1.13 "Committee" means the Deferred Compensation Committee appointed by the Employer
in accordance with the Regulations to act on behalf of Employer to administer the Plan.
1.14 "Combensation" means:
(a) all compensation for services to the Employer, including salary, wages, fees,
commissions and overtime pay that is includible in the Employee's gross income for each Plan
Year under the Code;
(b) any differential wage payments defined in Code Section 3401(h)(2) pursuant to
the HEART Act; and
(c) any accumulated sick pay, accumulated vacation pay and back pay paid to a
Participant by his or her Employer, provided that such accumulated sick pay, accumulated
vacation pay and back pay is received by the Plan in accordance with the timing requirements of
the Treasury Regulations promulgated under Section 457 of the Code.
1.15 "Distributee" means (a) an Employee or former Employee, (b) the Surviving Spouse of
an Employee or former Employee and (c) the spouse or former spouse of an Employee or former
Employee, but only to the extent such spouse or former spouse is an Alternate Payee under a
Qualified Domestic Relations Order and only with regard to the interest of such spouse or former
spouse.
1.16 "Distribution Waiting Period" means 45 days following a Participant's Severance from
Employment, or, to the extent that the Committee has designated a different Distribution Waiting
Period under Section 8.1(e) of Schedule A, the Distribution Waiting Period as set forth in
Section 8.1(e) of Schedule A.
1.17 "Earliest Retirement Date" means the earlier of (a) the date on which the Participant
Severs from Employment or (b) the date the Participant attains age 50.
1.18 "Effective Date" means July 1, 1993.
1.19 "Eliv-ible Retirement Plan" means:
(a) an individual retirement account described in Section 408(a) of the Code;
(b) an individual retirement annuity described in Section 408(b) of the Code;
(c) a qualified trust under Section 401(a) or 401(k) of the Code;
(d) an annuity contract or custodial account described in Section 403(b) of the Code;
(e) an eligible deferred compensation plan described in Section 457 of the Code that
is maintained by a state, political subdivision of a state, any agency or instrumentality of a state
or political subdivision of a state; and
(f) a Roth IRA.
1.20 "Eligible Rollover Distribution" means all or any portion of the balance of the Plan to the
credit of a Distributee or a Beneficiary of a Participant, except that an Eligible Rollover
Distribution shall not include (a) any distribution that is (i) 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 the Distributee's
Beneficiary or (ii) for a specified period of ten years or more, (b) any distribution to the extent
such distribution is required under Section 401(a)(9) of the Code, or (c) any distribution due to
an Unforeseeable Emergency.
1.21 "Employee" means any individual who receives Compensation for services from the
Employer, including any elected or appointed officer or employee of the Employer, and any
employee who is included in a unit of employees covered by a negotiated collective bargaining
agreement that specifically provides for participation in the Plan. An Employee shall not include
an independent contractor, a consultant or any other individual classified by the Employer as not
eligible to participate in the Plan.
1.22 "Employer" means Town of Southold
1.23 "Enrollment Date" means, with respect to an Employee who is eligible to enroll or be
enrolled in the Plan, any payroll date on which such Employee receives Compensation, or such
other date or dates as the Administrative Service Agency may establish either in lieu of, or in
addition to, such dates.
1.24 "Financial Organization" means a Financial Organization as defined in the Regulations
selected by the Committee to provide services in respect of the Plan.
1.25 "HEART Act" means the Heroes Earnings Assistance and Relief Tax Act of 2008.
1.26 "Includible Compensation" means "includible compensation" as defined in Section
457(e)(5) of the Code.
4
1.27 "Investment Fund" means each of the investment funds made available by the Committee
through the Plan in accordance with Section 6.5(b).
1.28 "Investment Option" means each of the Investment Funds and each other investment
option made available by the Committee through the Plan in accordance with Section 6.5(b).
1.29 "Loan Grace Period" means 90 days following the due date of a Participant's scheduled
repayment of his or her Plan loan, or, to the extent that the Committee has designated a shorter
Loan Grace Period under Section 7.3(o of Schedule A, the Loan Grace Period as set forth in
Section 7.3(f) of Schedule A.
1.30 "Maximum Annual Number of Partial Distributions" means twelve partial lump sum
payments per Plan Year, or, to the extent that the Committee has designated a different
Maximum Annual Number of Partial Distributions under Section 8.1(c)(i) and (iii) of Schedule
A, the Maximum Annual Number of Partial Distributions as set forth in Section 8.1(c)(i) and (iii)
of Schedule A.
1.31 "Minimum Installment Amount" means $100, or, to the extent that the Committee has
designated a different Minimum Installment Amount under Section 8.1(c) of Schedule A, the
Minimum Installment Amount as set forth in Section 8.1(c) of Schedule A.
1.32 "Minimum Lump Sum Amount" means $100, or, to the extent that the Committee has
designated a different Minimum Lump Sum Amount under Section 8.1(c)(i) and (iii) of Schedule
A, the Minimum Lump Sum Amount as set forth in Section 8.1(c)(i) and (iii) of Schedule A.
1.33 "Normal Retirement Age" means any age designated by a Participant within the
following parameters: (i) beginning (A) no earlier than the earliest age at which the Participant
has the right to retire under the basic pension plan, if any, in which the Participant participates in
connection with his or her service to the Employer and to receive immediate retirement benefits
without actuarial or similar reduction because of retirement before some later age specified in
such basic pension plan or, (B) in the case of a Participant who does not participate in such basic
pension plan, no earlier than age 65, and (ii) ending no later than age 70'/2. Notwithstanding the
previous sentence, a Participant who is a qualified police officer or firefighter (as defined under
Section 415(b)(2)(H)(ii)(I) of the Code) may designate a Normal Retirement Age that is earlier
than the earliest Normal Retirement Age described above, but in no event may such Normal
Retirement Age be earlier than age 40. Notwithstanding anything in the Plan to the contrary, a
Participant's designation of a Normal Retirement Age shall not control the date that payment of
such Participant's benefits shall commence pursuant to Section 8.
1.34 "Participant" means an Employee or former Employee who is not deceased and who has
an Account or Rollover Account under the Plan.
1.35 "Participation Agreement" means an agreement in writing or in such other form approved
by the Committee, pursuant to which the Employee elects to reduce his or her Compensation for
future Enrollment Dates and to have amounts deferred or contributed into the Plan on his or her
behalf in accordance with the terms of the Plan.
5
1.36 "Plan" means the Deferred Compensation Plan for Employees of the Employer, as the
same may be amended from time to time.
1.37 "Plan Benefit" has the meaning set forth in Section 6.5.
1.38 "Plan Year" means the calendar year.
1.39 "Qualified Domestic Relations Order" means any judgment, decree or order, including,
approval of a property settlement agreement, that has been determined by the Administrative
Service Agency to meet the requirements of a qualified domestic relations order within the
meaning of Section 414(p) of the Code.
1.40 "Qualified Roth Contribution Program" means a qualified Roth contribution program as
defined in Section 402A of the Code.
1.41 "Regulations" means the rules and regulations promulgated by the Deferred
Compensation Board of the State of New York pursuant to Section 5 of the State Finance Law,
as the same may be amended from time to time.
1.42 "Required Beginning Date" means April 1 of the calendar year following the later of the
calendar year in which the Participant: (a) attains age 70'/2, or (b) Severs from Employment.
1.43 "Review Committee" means the committee designated to review claims to rights or
benefits under the Plan in accordance with Section 11.8 and requests for Unforeseeable
Emergency withdrawals under Section 7.
1.44 "Rollover Account" means the Account or Accounts established and maintained in
respect of a Participant or a Beneficiary who is a Participant's Surviving Spouse or, if applicable,
by a spousal Alternate Payee pursuant to Section 5.2(c).
1.45 "Rollover Contribution" means the amount contributed by a Participant or a Beneficiary
to a Rollover Account or, if applicable, by an Alternate Payee to an Alternate Payee Account, in
accordance with Section 5.2 that the Administrative Service Agency has determined would
qualify as an Eligible Rollover Distribution, other than a distribution consisting of contributions
to a Roth IRA, and which the Administrative Service Agency has determined may be
contributed.
46 "Roth Account" means the Account or Accounts established under the Plan to record a
Participant's Roth Contributions, and the income, gains and losses credited thereto. A
Beneficiary Account or Alternate Payee Account corresponding to the deceased or relevant
Participant's Roth Contributions may also be referred to as a Roth Account.
1.47 "Roth Contributions" means amounts contributed pursuant to Section 3.1 by a Participant
to the extent that the Committee has resolved to implement a Roth Program to Section 3.1(c) of
Schedule A, which amounts are:
6
(a) designated irrevocably by the Participant at the time of the contribution election
as Roth Contributions that are being made from Compensation pursuant to Section 3.1(c); and
(b) treated by the Employer as includible in the Participant's income at the time the
Participant would have received that amount in Compensation.
1.48 "Roth IRA" has the meaning set forth in Section 408A of the Code.
1.49 "Roth Program" means a Qualified Roth Contribution Program within the Plan.
1.50 "Section 457 Transfer" means a transfer made into an Account pursuant to Section 5.1.
1.51 "Severance from Employment" or "Severs from Employment" means a severance from
employment with the Employer within the meaning of Section 457 of the Code.
1.52 "State" means the State of New York.
1.53 "Surviving Spouse" means the survivor of a deceased Participant to whom such
Participant was legally married on the date of the Participant's death.
1.54 "Treasury Regulations" means the regulations promulgated by the Treasury Department
under the Code, as now in effect or as hereafter amended. All citations to sections of the
Treasury Regulations are to such sections as they may from time to time be amended or
renumbered.
1.55 "Trust Agreement" means an agreement entered into in respect of the Plan between the
Committee and one or more Trustees pursuant to which all cash and other rights and properties
and all income attributable to such cash and rights and properties are held in trust as such
agreement may be amended from time to time.
1.56 "Trust Fund" means the assets of the Plan, including cash and other rights and properties
arising from Amounts Deferred or Contributed, Section 457 Transfers and Rollover
Contributions which are held and administered by the Trustee pursuant to the Trust Agreement.
1.57 "Trustee" means the trustee or trustees acting as such under the Trust Agreement, and
any successors thereto.
1.58 "Unforeseeable Emergency" means a (i) severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or Beneficiary, the
Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent, (ii) loss of
the Participant's or Beneficiary's property because of casualty, or (iii) other similar extraordinary
or unforeseeable circumstances arising as a result of events beyond the control of the Participant
or Beneficiary.
1.59 "Unit" means a unit measuring the value of an Account Participant's proportionate
interest in an Investment Fund.
0
1.60 "USERRA" means the provisions of the Uniformed Services Employment and
Reemployment Rights Act of 1994 contained in chapter 43 of title 38 of the United States Code.
1.61 "Valuation Date" means each Business Day unless otherwise provided in the Plan or in
an agreement between the Committee and a Financial Organization.
SECTION 2
PARTICIPATION
2.1 Enrollment.
(a) Eligibility and Enrollment. Each Employee shall be eligible to participate in the
Plan as of any Enrollment Date following the date he or she becomes an Employee, and shall
commence such participation in the Plan by duly filing a Participation Agreement and any
enrollment forms or other pertinent information concerning the Employee and his or her
Beneficiary with the Administrative Service Agency in a manner as prescribed by the
Committee. With the exception of Participation Agreements filed on or before an Employee's
first day of service, no Participation Agreement shall be effective before the first Enrollment
Date in the calendar month following the month in which the Participation Agreement is filed
with the Administrative Service Agency.
(b) Initial Enrollment and Subsequent Changes. Each Employee enrolling in the Plan
shall provide to the Administrative Service Agency, in a complete and timely manner, at the time
of initial enrollment and thereafter if there are any changes, with such information that the
Administrative Service Agency determines is necessary or advisable for the administration of the
Plan or to comply with applicable law. With the exception of Participation Agreements filed on
or before an Employee's first day of service, no Participation Agreement or amendment or
modification thereto shall be effective before the first Enrollment Date in the calendar month
following the month in which the Participation Agreement or such amendment or modification is
filed with the Administrative Service Agency.
2.2 Voluntary Participation. Participation in the Plan by Employees shall be voluntary.
2.3 Cessation of Participation. The participation of an Account Participant shall cease upon
payment to the Account Participant of the entire value of his or her Plan Benefit or upon the
Account Participant's death prior to such payment.
2.4 Corrective Action. If an individual is erroneously included or excluded from
participation, corrective action will be taken as soon as administratively practicable to correct
such erroneous inclusion or exclusion.
9
SECTION 3
AMOUNTS DEFERRED OR CONTRIBUTED
3.1 Participant Deferral and Contribution Authorization.
(a) Initial Authorization. A Participant may elect to defer or contribute
Compensation under the Plan by authorizing, on his or her Participation Agreement, regular
payroll deductions that do not individually or in the aggregate exceed the limitations of Section
3.2. Unless otherwise designated under Section 3.1(c), any Amounts Deferred or Contributed
under this Section 3.1(a) shall be treated as Before -Tax Deferrals. Any initial deferral election
shall be effective as soon as administratively practicable, subject to the timing requirements set
forth in Sections 2.1(a) and 2.1(b).
(b) Modifications. A Participant may increase or decrease the rate of deferral or
contribution of his or her Compensation, and may make separate elections with respect to the
increase or decrease of the rate of his or her Before -Tax Deferrals and Roth Contributions (to the
extent applicable), within the limitations set forth in Section 3.2, as of any Enrollment Date by
duly filing a new or modified Participation Agreement, or such other form authorized for such
purpose by the Committee, with the Administrative Service Agency, which shall be effective as
soon as administratively practicable, subject to the timing requirements set forth in Sections
2.1(a) and 2.1(b).
(c) Roth Contributions. To the extent that the Committee has resolved on or after
January 1, 2011 to implement a Roth Program pursuant to Section 3.1(c) of Schedule A, a
Participant shall be permitted to make Roth Contributions from his or her Compensation by
designating a percentage of his or her initial authorization or modified authorization described in
Sections 3.1(a) and 3.1(b) as Roth Contributions, which designation shall be effective as soon as
administratively practicable for all future payroll periods until modified or suspended, subject to
the timing requirements set forth in Sections 2.1(a) and 2.1(b). For the avoidance of doubt, to
the extent that the Committee has not resolved to implement a Roth Program pursuant to Section
3.1(c) of Schedule A, Participants shall not be permitted to make Roth Contributions and any
provisions of the Plan as they relate to Roth Contributions, Roth Accounts, Rollover
Contributions from Qualified Roth Contribution Programs and in -Plan rollovers into Roth
Accounts shall not apply.
(d) Discontinuance or Suspension. A Participant may discontinue or temporarily
suspend his or her deferrals or contributions, and may make separate elections with respect to the
discontinuance or suspension of his or her Before -Tax Deferrals and Roth Contributions (to the
extent applicable), as of any specified Enrollment Date by giving notice thereof to the
Administrative Service Agency. The Administrative Service Agency shall discontinue or
suspend the deferral or contribution of Compensation as soon as administratively practicable,
subject to the timing requirements set forth in Sections 2.1(a) and 2.1(b).
10
(e) Deferrals and Contributions After a HEART Act Distribution or Unforeseeable
Emergency Withdrawal. A participant's deferrals and contributions will be suspended for a
period of six months following a distribution pursuant to the Section 414(u)(12)(B)(i) of the
Code and, to the extent that the Committee has resolved to implement a suspension of deferrals
after an Unforeseeable Emergency withdrawal pursuant to Section 3.1(e) of Schedule A, after a
distribution due to an Unforeseeable Emergency withdrawal.
3.2 General Deferral and Contribution Limitations and Catch -Up Limitations.
(a) In General. The aggregate amount of Before -Tax Deferrals and Roth
Contributions (to the extent applicable) that may be deferred or contributed by a Participant for
any pay period shall be a minimum of $10 and shall not exceed the lesser of.
(i) An amount as may be permitted pursuant to Section 457(e)(15) of the
Code, and
(ii) 100% of the Participant's Includible Compensation for the Plan Year;
provided, however, the maximum amount that a Participant may defer or contribute for any Plan
Year may be calculated after accounting for mandatory and permissive payroll deductions, as
reasonably determined by the Employer.
(b) 457 Catch -Up. Notwithstanding the limitation in Section 3.2(a), a Participant
may file an election in the manner required by the Administrative Service Agency to have the
catch-up limitation as set forth in Section 3.2(b) apply to the determination of the maximum
amount that may be deferred or contributed during one or more of the last three Plan Years
ending before attainment of the Participant's Normal Retirement Age. If the catch-up limitation
is elected, the maximum aggregate amount of Before -Tax Deferrals and Roth Contributions (to
the extent applicable) that may be deferred or contributed for each of the Plan Years covered by
the election shall not exceed the lesser of-
(i)
£
(i) twice the dollar amount set forth in Section 3.2(a); and
(ii) the sum of the limitations provided for in Section 3.2(a) for each of the
Plan Years the Participant was eligible to participate in the Plan, minus the
aggregate amount actually deferred or contributed for such Plan Years
(disregarding any amounts deferred or contributed pursuant to Section 3.2(c)).
A Participant may not elect to have Section 3.2(b) apply more than once, whether or not the
Participant rejoins the Plan after a Severance from Employment.
(c) Age 50 Catch -Up. All Participants who have attained age 50 before the close of a
Plan Year and who are not permitted to defer or contribute additional Compensation pursuant to
Section 3.2(b) for such Plan Year, due to the application of any limitation imposed by the Code
or the Plan, shall be eligible to make additional catch-up contributions in the form of Before -Tax
Deferrals, Roth Contributions or a combination thereof in accordance with, and subject to, the
limitations of Section 3.2(c) of the Plan and Section 414(v) of the Code. Age 50 catch-up
contributions pursuant to Section 3.2(c) shall not exceed the lesser of:
(i) the excess of 100% of Participant's Includible Compensation for the Plan
Year over the sum of any other Amounts Deferred or Contributed by the
Participant for such Plan Year; and
an amount as may be permitted by Section 414(v)(2)(B) of the Code.
(d) Dual Eligibility. Notwithstanding anything in Sections 3.2(b) and (c) to the
contrary, if a Participant who is eligible to make an additional catch-up contribution under
Section 3.2(c) for a Plan Year in which the Participant has elected to make a catch-up
contribution under Section 3.2(b), such Participant is entitled to the greater of :
(i) the 457 catch-up contribution amount under Section 3.2(b); and
(ii) the age 50 catch-up contribution amount under Section 3.2(c).
(e) USERRA. Notwithstanding the limitation provided for in Section 3.2(a), any
Participant who is entitled to reemployment rights pursuant to USERRA and who is so
reemployed in accordance with the provisions of such law may elect to make such additional
deferrals or contributions as are permitted or required by USERRA.
(f) Excess Deferrals and Contributions. In the event that any Amounts Deferred or
Contributed under the Plan for any Plan Year exceed the limitations provided for in Section 3.2,
any such excess deferrals or contributions shall be distributed to the Participant, with allocable
net income, in the following order (unless otherwise directed by the Participant): first, from
Before -Tax Deferrals and second, from Roth Contributions (to the extent applicable), as
determined in accordance with methods and procedures established by the Administrative
Service Agency as soon as practicable after the Administrative Service Agency determines that
the amount was an excess deferral or contribution. Distributions under Section 3.2(f) will be
reportable as taxable income to the extent required by applicable law.
12
SECTION 4
INVESTMENT OF AMOUNTS DEFERRED OR CONTRIBUTED AND ROLLOVER
CONTRIBUTIONS
4.1 Remittance of Deferrals and Contributions All Amounts Deferred or Contributed in
accordance with Section 3 shall be paid by the applicable Employer as promptly as possible, but
in no event later than two Business Days from the applicable payroll date, to the Trust Fund.
Thereafter, Amounts Deferred or Contributed shall be invested by the Trustee in accordance with
the investment instructions received by the Trustee from the Administrative Service Agency,
within two Business Days following receipt by the Trust Fund of such Amounts Deferred or
Contributed (or, if later, on the first Business Day coincident with or immediately following
receipt by the Trustee of the investment instructions from the Administrative Service Agency
related to such Amounts Deferred or Contributed). All such Amounts Deferred or Contributed
shall be invested by the Trustee (in accordance with the investment instructions received from
the Administrative Service Agency) in the Investment Options provided by one or more
Financial Organizations appointed by the Committee in accordance with the Regulations, and
shall be held, managed, invested and reinvested in accordance with the applicable agreement
entered into by the Committee or the Trustee with each such Financial Organization.
4.2 Allocation of Deferrals and Contributions A Participant who has enrolled in the Plan
pursuant to Section 2 shall, by filing a direction with the Administrative Service Agency in
writing or in such other manner as the Committee may authorize, specify the percentage (in
multiples of one percent) of his or her Amounts Deferred or Contributed, that shall be allocated
to each Investment Option made available by the Committee. A Participant's investment
allocation elections shall be applied in the same manner to both Before -Tax Deferrals and Roth
Contributions (to the extent applicable).
4.3 Continuation of Deferral and Contribution Allocation Any deferral and contribution
allocation direction given by a Participant shall be deemed to be a continuing direction until
changed by the Participant. A Participant may change his or her deferral and contribution
allocation direction with respect to future Amounts Deferred or Contributed, as of any
Enrollment Date, by giving notice in writing or in such other manner as the Committee may
authorize to the Administrative Service Agency prior to any Enrollment Date. Any change to a
Participant's deferral and contribution allocation direction shall be applied in the same manner to
both Before -Tax Deferrals and Roth Contributions (to the extent applicable). All such future
deferrals and contributions shall be invested by the Trustee in the Investment Options in
accordance with such changed direction.
4.4 Transfer of Assets Among Investment Options
(a) Transfer of Assets. As of any Valuation Date an Account Participant may direct
the Administrative Service Agency, by giving notice in writing or in such other manner as the
Committee may authorize, to liquidate his or her interest in any of the Investment Options and
transfer the proceeds thereof to one or more other Investment Options in the proportions directed
by such Participant. Account Participants may make separate transfer directions for their Before -
Tax Deferral Accounts and Accounts relating to Rollover Contributions involving before -tax
deferrals and their Roth Accounts and Accounts relating to Rollover Contributions involving
13
Roth contributions (to the extent applicable). Such direction must be made in accordance with
the requirements and procedures established by the Committee and in effect at the time and in a
multiple of one percent or one dollar increments of the Account Participant's interest in the
applicable Investment Option.
(b) Committee's Right to Reduce or Deny Transfer Request. If the Trustee or any
Financial Organization appointed by the Committee advises the Committee, or the Committee
otherwise determines, that it is not reasonably able to prudently liquidate the necessary amount
and transfer it from one of the Investment Options to another, the amount to be transferred with
respect to each Account Participant who duly requested such a transfer may be reduced in
proportion to the ratio which the aggregate amount that the Trustee or the Financial Organization
has advised the Committee may not prudently be so transferred bears to the aggregate amount
that all Account Participants have duly requested be so transferred. Regardless of any Account
Participant's investment direction, no transfer between Investment Options may be made in
violation of any restriction imposed by the terms of the agreement between the Committee or the
Trustee and a Financial Organization providing any Investment Option or of any applicable law.
Notwithstanding anything in this Section 4.4(b) or the Plan to the contrary, the Committee, the
Trustee or the Financial Organization shall have the right, without prior notice to any Account
Participant, to suspend, for a limited period of time, daily transfers between and among
Investment Options for one or more days if the Committee, the Trustee or the Financial
Organization determines that such action is necessary or advisable (i) in light of unusual market
conditions, (ii) in response to technical or mechanical problems with the Plan's or the
Administrative Service Agency's record keeping systems, (iii) in connection with any suspension
of normal trading activity on the New York Stock Exchange or other major securities exchange,
(iv) as a result of strikes, work stoppages, acts of war or terrorism, insurrection, revolution,
nuclear or natural catastrophes or other similar events, losses or interruptions of power, other
utility outages or malfunctions, or malfunctions in communications or computer services, in each
case, that make it necessary or advisable to suspend trading activity, or (v) in accordance with
Section 4.10.
4.5 Administrative Actions with Regard to Investment Directions. The Administrative
Service Agency shall have the right to decline to implement any investment direction upon its
determination that: (i) the person giving the direction is legally incompetent to do so; (ii)
implementation of the investment direction would be contrary to the Plan or applicable law or
governmental ruling or regulation including, Treasury Regulations; (iii) implementation of the
investment direction would be contrary to a court order, including, a Qualified Domestic
Relations Order; (iv) implementation of the investment direction would be contrary to the rules,
regulations or prospectuses of the Investment Funds; or (v) implementation of the investment
direction would be contrary to the investment guidelines or terms of any agreements applicable
to the Stable Value Fund or any similar Investment Fund then available under the Plan.
4.6 Account Participant Responsibility for Deferrals, Contributions and Investment
Allocations. Each Participant is solely responsible for the allocation of his or her Amounts
Deferred or Contributed, and each Account Participant is solely responsible for the investment
allocation of his or her Account, in each case, in and among the Investment Options. Each
Account Participant shall assume all risk in connection with the allocation of amounts in and
among the Investment Options and for any losses incurred or deemed to be incurred as a result of
14
the Account Participant's allocation or failure to allocate any amount to an Investment Option or
any decrease in the value of any Investment Option. Neither the Committee, any Trustee, any
Employer nor the Administrative Service Agency is empowered to advise a Participant as to the
manner in which the Account Participant's Account shall be allocated among the Investment
Options. The fact that a particular Investment Option is available to Participants for investment
under the Plan shall not be construed by any Account Participant as a recommendation for
investment in such Investment Option. If the Committee elects to make available investment
guidance services or investment advice services to Account Participants, such services shall be
utilized only at the voluntary election of the Account Participant and shall not limit the Account
Participant's responsibility under Section 4.6 for the allocation of his or her Accounts in and
among the Investment Options.
4.7 Investment Allocation of Alternate Payee Accounts Notwithstanding any other
provision of the Plan, during any period when an Alternate Payee Account is created and
segregated on behalf of an Alternate Payee pursuant to a Qualified Domestic Relations Order
from the Accounts of the related Participant, the Alternate Payee shall be entitled to direct the
allocation of investments of such Alternate Payee Account in accordance with Sections 4.2 and
4.4, as applicable, and shall be subject to the provisions of Sections 4.5 and 4.6, but only to the
extent provided in such order. In the event that an Alternate Payee fails to specify an investment
direction on the date of creation of the Alternate Payee Account pursuant to Section 4.9, such
Alternate Payee's Alternate Payee Account shall be invested in the same manner as the relevant
Participant's corresponding Before -Tax Deferral Account, Roth Account (to the extent
applicable) and Rollover Accounts on such date and, except as otherwise provided by the
Qualified Domestic Relations Order, shall remain invested in accordance with such initial
allocation until the Alternate Payee directs otherwise or until such time as the Alternate Payee
ceases to have an Alternate Payee Account under the Plan by reason of distribution or otherwise.
4.8 Investment Allocation of Beneficiary Accounts Notwithstanding any other provision of
the Plan, during any period following the death of a Participant and prior to distribution of the
entire Plan Benefit of such Participant, such Participant's Beneficiary shall be entitled to direct
the allocation of investments of such Plan Benefit in accordance with Section 4.4 or, as
applicable, his or her proportional interest in such Plan Benefit, in accordance with Section 4.4
and shall be subject to the provisions of Sections 4.5 and 4.6 In the event that a Beneficiary fails
to specify an investment direction on the date of creation of the Beneficiary Account pursuant to
Section 4.4, such Beneficiary's Beneficiary Account shall be invested in the same manner as the
relevant Participant's corresponding Before -Tax Deferral Account, Roth Account (to the extent
applicable) and Rollover Accounts on such date.
4.9 Initial and Ongoing Investment Allocation with respect to Rollover Contributions and
Section 457 Transfers. Unless otherwise directed by the Account Participant, the same deferral
and contribution allocation direction applicable to an Account Participant pursuant to Section 4.2
or 4.3, as applicable, shall apply to all Section 457 Transfers and Rollover Contributions.
Notwithstanding the foregoing, in accordance with procedures established by the Administrative
Service Agency, an Account Participant may make an alternative initial allocation election in
accordance with the procedures set forth in Section 4.4 for any applicable Section 457 Transfer
or Rollover Contribution. Thereafter, such Account Participant may direct the Administrative
Service Agency to liquidate his or her interest in any of the Investment Options and transfer the
15
proceeds thereof to one or more other Investment Options in accordance with Section 4.4 (in
each case subject to the limitations set forth in Sections 4.5 and 4.6). All Rollover Contributions
shall be invested by the Trustee in the Investment Options in accordance with such directions as
soon as administratively practicable.
4.10 Fund Mapping or Similar Activity. Notwithstanding anything in Section 4 to the
contrary, if the Committee eliminates one or more of the Investment Funds or Investment
Options or undertakes similar activity on behalf of the Plan, the Committee shall be authorized to
liquidate without an Account Participant's consent and without the need for prior notice to the
Account Participant the portion of each Account invested in such eliminated Investment Fund or
Investment Option and direct the proceeds of such liquidation in one or more remaining or
replacement Investment Funds or Investment Options in accordance with such liquidation and
transfer procedures as the Committee may determine to be necessary or advisable in connection
with such elimination.
16
SECTION 5
ROLLOVERS
5.1 Transfer from Another Governmental 457 Plan Compensation previously deferred or
contributed by (or contributed on behalf of) a Participant, a Beneficiary or a spousal Alternate
Payee pursuant to another eligible deferred compensation plan under Section 457 of the Code
maintained by another employer described in Section 457(e)(1)(B) of the Code shall be accepted
for a plan -to -plan transfer to the Plan by the Trustee in the form and in the manner prescribed by
the Committee. All such Section 457 Transfers shall be credited to the applicable Account
Participant's corresponding Before -Tax Deferral Account or Roth Account (to the extent
applicable), or a combination thereof and shall be invested in accordance with Section 4.9.
5.2 Acceptance of Assets from an Eligible Retirement Plan
(a) Rollover Contributions in General. Amounts previously deferred or contributed
by (or contributed on behalf of) a Participant, a Beneficiary or a spousal Alternate Payee under
another Eligible Retirement Plan (other than a Roth IRA) that (i) are distributed to the
Participant, the Beneficiary or the spousal Alternate Payee or (ii) are directly rolled over to the
Plan as an eligible rollover distribution from such Eligible Retirement Plan, may be accepted as a
Rollover Contribution by the Trustee in the form and in the manner specified by the
Administrative Service Agency; provided, that Rollover Contributions of amounts from a
Qualified Roth Contribution Program may be contributed only to the extent that the Committee
has resolved to implement a Roth Program pursuant to Section 3.1(c) of Schedule A and any
such contributions must be directly rolled over to the Plan. Notwithstanding the foregoing, other
than Rollover Contributions from a Qualified Roth Contribution Program as described in the
preceding sentence, the Administrative Service Agency shall not accept any Rollover
Contribution, or any portion thereof, that represents deferrals or contributions under another
Eligible Retirement Plan that were made from compensation that was included in the Participant,
Beneficiary or spousal Alternate Payee's gross income in the year the amounts were deferred or
contributed. The Administrative Service Agency may require such documentation from the
distributing Eligible Retirement Plan as it deems necessary to effectuate the rollover in
accordance with section 402 of the Code and to confirm that such plan is an Eligible Retirement
Plan.
(b) Written Request; Acceptance of Assets The Administrative Service Agency, in
accordance with the Code and procedures established by the Committee, shall, as soon as
practicable following its receipt of the written request of a Participant, a Beneficiary who is a
Participant's Surviving Spouse or spousal Alternate Payee, determine whether the Rollover
Contribution shall be accepted by the Plan. Any written request filed by a Participant, a
Beneficiary who is a Participant's Surviving Spouse or a spousal Alternate Payee pursuant to
Section 5.2(a) shall set forth the fair market value of such Rollover Contribution and a statement
in a form satisfactory to the Administrative Service Agency that the amount to be transferred
constitutes a Rollover Contribution. In the event the Administrative Service Agency permits the
transfer of the Rollover Contribution, the Trustee shall accept such Rollover Contribution and the
transfer of such Rollover Contribution shall be deemed to have been made on the Valuation Date
next following the date on which it was paid to the Trust Fund.
17
(c) Rollover Account. The Rollover Contribution shall be maintained in a separate,
fully vested Rollover Account for the benefit of the contributing Participant or the Beneficiary
and, in the case of a spousal Alternate Payee, the Alternate Payee Account, and shall be invested
in accordance with the investment direction of the applicable Account Participant pursuant to
Section 4.9. All amounts so transferred shall be credited to the Account Participant's Rollover
Account or Alternate Payee Account and shall be available for distribution at any time during the
Plan Year. No other contributions shall be allocated to the Rollover Account. Any Rollover
Contributions of amounts from a Qualified Roth Contribution Program shall be segregated and
held in a separately designated and maintained Rollover Account from those amounts not from a
Qualified Roth Contribution Program. At the election of the Participant, Beneficiary who is a
Participant's Surviving Spouse or spousal Alternate Payee, any Rollover Contributions or 457
Transfers from an eligible deferred compensation plan under Section 457(b) of the Code may be
held in separately designated and maintained Rollover Accounts for 457(b) Rollover
Contributions; provided that any such amounts from a Qualified Roth Contribution Program and
any such amounts not from a Qualified Roth Contribution Program shall be segregated and held
in separately designated and maintained 457(b) Rollover Accounts.
5.3 Form of 457 Transfer or Rollover Contribution. Each 457 Transfer and Rollover
Contribution shall consist only of (i) cash and (ii) to the extent that the Employer has resolved to
adopt a loan program pursuant to Section 7.3 of Schedule A, solely with respect to 457 Transfers
and Rollover Contributions from another eligible deferred compensation plan under Section 457
of the Code maintained by a Public Employer or the Deferred Compensation Plan for Employees
of the State of New York and Other Participating Jurisdictions, any outstanding loan to the
applicable Account Participant under the transferring or distributing 457 plan, provided that (A)
such outstanding loan will be subject to the same terms and conditions as in place under the
transferring or distributing 457 plan, (B) an Account Participant may not make a Rollover
Contribution that includes an outstanding loan unless the entire amount of such Account
Participant's plan benefit under the transferring or distributing 457 plan is contributed into the
Plan, (C) the source of the outstanding loan disbursement under the transferring or distributing
457 plan must have been from before -tax deferrals, and (D) the Account Participant does not
have a loan outstanding, or a defaulted loan that has not yet been repaid, under the Plan at the
time of the 457 Transfer or Rollover Contribution.
5.4 Rollover of Assets to Purchase Retirement Service Credit. With respect to trustee -to -
trustee transfers, a Participant or Beneficiary may elect, in accordance with procedures
established by the Committee, to have all or any portion of the value of his or her Account
transferred to the trustee of a defined benefit governmental plan as described in Section 414(d) of
the Code; provided, however, that such transfer is for the purchase of permissive service credit
(as defined in Section 415(n)(3)(A) of the Code) under such plan or a repayment of contributions
and earnings with respect to a forfeiture of service under such plan.
M
SECTION 6
ACCOUNTS AND RECORDS OF THE PLAN
6.1 Participant Accounts.
(a) In General. The Administrative Service Agency shall establish and maintain one
or more Accounts for each Participant, including a Before -Tax Deferral Account, a Roth
Account (to the extent applicable) and, as necessary, one or more Rollover Accounts (including a
segregated Rollover Account relating to contributions from a Qualified Roth Contribution
Program, to the extent applicable) with respect to each Participant. Each Account shall record
the value of the portion of the Participant's Plan Benefit allocable to that Account, the value of
the portion of his or her Plan Benefit, if any, that is invested in each Investment Option (both in
the aggregate and by Account) and other relevant data pertaining thereto. With respect to each
Participant, all Amounts Deferred or Contributed, all Section 457 Transfers and all Rollover
Contributions shall be credited to his or her Before -Tax Deferral Account, Roth Account or
Rollover Account, as applicable.
(b) Written Statement. Each Account Participant shall be furnished with a written
statement of his or her Accounts (including the value of the interest he or she has, if any, in each
Investment Option and the amount of and explanation for each allocation to or deduction from
his or her Accounts) at least quarterly, which statement shall be delivered in a manner prescribed
by the Committee.
6.2 Beneficiary Accounts The Administrative Service Agency shall establish and maintain
one or more Beneficiary Accounts, including, as applicable, separate Before -Tax Deferral
Accounts, Roth Accounts (to the extent applicable), and Rollover Accounts with respect to each
Beneficiary of a deceased Participant. Each such Account shall record the value of the portion of
the deceased Participant's Plan Benefit allocable to each of the Beneficiary's Accounts, the value
of the portion of the Plan Benefit, if any, that is invested in each Investment Option (both in the
aggregate and by Account) and other relevant data pertaining thereto. Each Beneficiary shall be
furnished with a written statement of his or her Accounts in the same manner set forth in Section
6.1(b).
6.3 Alternate Payee Accounts The Administrative Service Agency shall establish and
maintain one or more Alternate Payee Accounts, including, as applicable, separate Before -Tax
Deferral Accounts, Roth Accounts (to the extent applicable), and Rollover Accounts with respect
to each Alternate Payee. The Alternate Payee Account shall separately account for all amounts
received (i) from the Participant's Rollover Account and (ii) from all amounts rolled into the
Plan by a spousal Alternate Payee, pursuant to Section 5.1 or 5.2. Each such Account shall
record the value of the portion of the Participant's Plan Benefit allocable to the Alternate Payee's
Account, the value of the portion of the Plan Benefit, if any, that is invested in each Investment
Option (both in the aggregate and by Account) and other relevant data pertaining thereto. Each
Alternate Payee shall be furnished with a written statement of his or her Alternate Payee
Accounts in the same manner set forth in Section 6.1(b).
6.4 Allocations and Credits The establishment and maintenance of, or allocations and
credits to, the Account of any Account Participant shall not vest in such Account Participant or
19
Beneficiary of a Participant any right, title or interest in and to any Trust Fund assets or Plan
benefits except at the time or times and upon the terms and conditions and to the extent expressly
set forth in the Plan and the Trust Agreement and, in the case of an Alternate Payee Account, the
express terms of the Qualified Domestic Relations Order.
6.5 Plan Benefit and Trust Fund.
(a) Plan Benefit Defined. As of the close of each Valuation Date, the Plan Benefit of
an Account Participant shall equal the aggregate value of his or her Accounts as of such
Valuation Date. As of any date that is not a Valuation Date, a Participant's Plan Benefit shall be
calculated in accordance with the previous sentence as of such date, but based upon the value of
the Account Participant's Accounts as of the close of the most recent Valuation Date. The value
of an Account as of a Valuation Date shall be calculated as of each Valuation Date in accordance
with a methodology established by the Committee and reasonably and consistently applied to all
similarly situated Account Participants and shall be based upon an Account Participant's
aggregate deferrals and contributions to the Trust Fund and distributions and withdrawals from
the Trust Fund, the investment performance of the Investment Options in which each Account
has been allocated, and any fees, credits or debits allocable to each Account. As of each
Valuation Date, each Account shall be adjusted to reflect all Units or dollars credited and Units
or dollars distributed, withdrawn or deducted therefrom in accordance with the terms of the Plan
and the Trust Agreement. The aggregate Plan Benefit of all Account Participants shall in no
event exceed the value of the assets of the Trust Fund and may be less than such value to the
extent of any unallocated expense, reserve or similar account maintained as part of the Trust
Fund.
(b) Investment Options and Investment Funds. The Trust Fund shall be invested at
the direction of Account Participants, in accordance with Section 4, in and among the Investment
Options made available through the Plan from time to time by the Committee. Investment
Options may include (i) one or more Investment Funds, (ii) a brokerage account or similar
investment window through which Account Participants may direct the investment of their
Accounts into Mutual Funds (as defined below) or other available investment products that the
Committee designates as available for investment through such window, (iii) an individual
participant loan fund to record the value of an outstanding loan made to a Participant in
accordance with Section 7.3, and (iv) any other investment alternative that the Committee may
make available through the Plan. Investment Funds may consist of open-end investment
companies registered under the Investment Company Act of 1940, as amended ("Mutual
Funds"), separately managed accounts, unregistered commingled funds, group or commingled
trusts, or any combination thereof as approved from time to time by the Committee for the
investment of the assets of the Trust Fund.
20
SECTION 7
WITHDRAWALS FOR UNFORESEEABLE EMERGENCIES; WITHDRAWALS
OF SMALL AMOUNTS; LOANS
7.1 Distribution for an Unforeseeable Emer2encv.
(a) Amount of Distribution for an Unforeseeable Emergency. Upon a showing by a
Participant of an Unforeseeable Emergency, the Administrative Service Agency may, permit a
payment to be made to the Participant in an amount which does not exceed the lesser of (i) the
amount reasonably needed to meet the financial need created by such Unforeseeable Emergency,
including estimated income taxes and (ii) an amount which, together with any prior distribution
or withdrawal, does not exceed the value of the Participant's Plan Benefit determined as of the
most recent Valuation Date. Any such payment shall be made from the Trust Fund by the
Trustee upon the direction of the Administrative Service Agency and shall be withdrawn by the
Trustee pro rata from the Investment Funds in which the Participant has an interest, unless the
Participant specifies in the request for such a payment the portion of the total amount to be
withdrawn by the Trustee from each Investment Fund. The Participant shall designate the
amount of the distribution that will come from his or her Before -Tax Deferral Account and from
his or her Roth Account in accordance with procedures established by the Administrative Service
Agency. All payments shall be made in one lump cash sum within sixty days after approval of
the request.
(b) Evidence of Other Relief. A Participant must provide evidence that the amount
requested for an Unforeseeable Emergency may not be fully relieved (i) through reimbursement
or compensation by insurance or otherwise, (ii) by liquidation of a Participant's other non -Plan
assets, to the extent the liquidation of such assets would not itself cause severe financial
hardship, or (iii) by cessation of deferrals and contributions under the Plan.
7.2 Distribution from a Small Inactive Account
(a) Elective Distribution An Account Participant with a Plan Benefit, not including
the amount in the Participant's Rollover Accounts, of $5,000 or less (or such greater amount as
may be permitted by Section 401(a)(11) of the Code) may elect at any time to receive a lump
sum distribution, not to exceed $5,000 of his or her Account and Rollover Account, which
distribution will be made in accordance with procedures established by the Administrative
Service Agency, provided that both of the following conditions have been met:
(i) there has been no Amount Deferred or Contributed by such Participant
during the two-year period ending on the date of distribution; and
(ii) there has been no prior distribution made to such Participant pursuant to
this Section 7.2.
(b) Automatic Distribution. With respect to a Participant or an Alternate Payee
whose Plan Benefit, including any amounts attributable to an in -Plan Rollover Contribution to a
Roth Account pursuant to Section Error! Reference source not found., but not including any
amounts in the Participant or Alternate Payee's Rollover Accounts, does not exceed the amount
set forth in Section 7.2(a), if and to the extent that the Committee has resolved to provide for
21
automatic distributions pursuant to Section 7.2(b) of Schedule A, the Committee shall direct the
automatic distribution of the Participant's Account and Rollover Account or the Alternate
Payee's Alternate Payee Account as soon as practicable, to the extent provided in Section 7.2(b)
of Schedule A: (i) following the Participant's Severance from Employment and (ii) upon an
Account Participant's Plan Benefit falling below the value set forth in Section 7.2(b) of Schedule
A, to the extent that the requirements of Section 7.2(a) are met; provided, however, that in the
event any such distribution is greater than $1,000, if the participant does not elect to have such
distribution paid directly to an eligible retirement plan specified by the participant in a direct
rollover or to receive the distribution directly in accordance with Section 8.1(b), then the
Committee will pay the distribution in a direct rollover to an individual retirement plan
designated by the Committee; and provided further, that such distribution shall made in
accordance with the requirements of Section 401(a)(31) of the Code.
7.3 Loans. To the extent the Committee has resolved to adopt a loan program pursuant to
Section 7.3 of Schedule A, this Section 7.3 shall apply.
(a) Eligibility. Participants who are active Employees, and, if the Committee shall
determine, Participants who are on an approved leave of absence from their Employer, shall be
eligible to request a Plan loan. Each Participant shall have only one outstanding Plan loan at any
time. Upon the request of a loan -eligible Participant, the Administrative Service Agency may,
on such terms and conditions prescribed herein, direct the Trustee to make a Plan loan to such
loan -eligible Participant.
(b) Loan Amount. The principal amount of any Plan loan shall be for an amount
equal to at least $1,000, or such other amount as the Committee shall determine, and shall not
exceed the lesser of.
(i) 50% of the value of the sum of the Participant's Accounts (including his
or her Before -Tax Deferral Account and Roth Account (to the extent applicable));
and
(ii) $50,000 reduced by the highest value in the last twelve months of any
loans by the Participant from the Plan and other Eligible Retirement Plans
sponsored by the Employer or in which the Employer participates.
(c) Repayment Period. All Plan loans, other than those for the purpose of acquiring
the dwelling unit which is, or within a reasonable time shall be, the principal residence of the
Participant, shall be repaid over a non-renewable repayment period of five years. A Plan loan
made for acquiring a principal residence shall be repaid over a non-renewable repayment period
of up to 15 years, or such shorter term as the Committee shall determine. Any Plan loan shall be
repaid in substantially equal installments of principal and accrued interest that shall be paid at
least monthly or quarterly, as specified by the Committee, subject to the methods and procedures
as shall be determined by the Administrative Service Agency.
(d) Rate of Interest. Each Plan loan granted shall bear a rate of interest equal to one
percentage point above the prune interest rate as published in the Wall Street Journal on the last
22
Business Day of the month preceding the application for the loan, or such other reasonable rate
of interest as the Committee shall determine.
(e) Source of Loans; Security. The Committee shall be required to designate under
Section 7.3(e) of Schedule A the source(s) of Plan loans. Plan loans shall be made solely from
the source(s) designated by the Committee. All Plan loans shall be made from the Trust Fund
and notes evidencing such obligations shall be considered assets of the Trust Fund and shall be
treated as a separate loan investment fund for purposes of determining the value as of any
Valuation Date of a Participant's Accounts. All Plan loans shall be secured, as of the date of the
Plan loan, by the sum of (i) the Participant's Before -Tax Deferral Account and Roth Account (to
the extent applicable) and (ii) the Participant's Rollover Accounts, if applicable, provided,
however, that no more than 50% of the aggregate value of such Participant's Accounts shall be
used as security for the Plan loan.
(f) Default. If a Participant fails to make any scheduled repayment of his or her Plan
loan within the Loan Grace Period, such Participant shall be considered in default and the
Administrative Service Agency shall declare a deemed distribution to have occurred with respect
to such Plan loan, effective as of the date of the default and shall reduce the value of the
Participant's Plan Benefit by the amount of the deemed distribution. Notwithstanding anything
in Section 7.3 to the contrary, a Participant who has defaulted on a loan made under the Plan
shall not be eligible to obtain another loan hereunder until the defaulted loan and accrued interest
has been repaid, and the new loan shall be subject to any other limitations required under Section
1.72(p) of the Treasury Regulations.
(g) Outstanding Loans. An outstanding loan shall include (i) any loan that is being
repaid in compliance with Section 7.3 until repaid in full and (ii) any loan that is considered in
default until subsequently repaid in full.
(h) Administration and Fees. The Committee may establish or change from time to
time the standards or requirements for making any Plan loan, including assessing an
administrative fee against the Participant or the Participant's Account for such Plan loan.
7.4 Death Prior to Distribution of Proceeds If a Participant dies prior to the payment of any
withdrawal for an Unforeseeable Emergency, distribution of a small inactive account or
disbursement of the proceeds of any Plan loan, the Participant's withdrawal, distribution or loan
request shall be void as of the date of death and no withdrawal, distribution or disbursement shall
be made by operation of Section 7 to the Participant's Beneficiary or estate.
23
SECTION 8
DISTRIBUTIONS FROM THE PLAN AND OTHER ELIGIBLE RETIREMENT PLANS
8.1 Distributions to Participants.
(a) Eligibility for Distribution. A Participant will become eligible to receive a
distribution of his Plan Benefit upon the occurrence of any of the following events: (i) the
Participant's Severance from Employment with the Employer; (ii) the Participant's attainment of
age 70'/2; provided, however, that for purposes of this Section 8, a Participant will be deemed to
have had a Severance from Employment during any period he or she is performing service in the
uniformed services described in Section 3401(h)(2)(A) of the Code; . Except as otherwise
provided in Section 7, a Participant may not receive distribution of his or her Plan Benefit at any
time prior to the occurrence of one of the foregoing events.
(b) Distributions to Participants. Upon a Participant's eligibility for a distribution
pursuant to Section 8.1(a), the Participant shall be entitled to receive his or her Plan Benefit,
which shall be paid in cash by the Trustee from the Trust Fund in accordance with one of the
methods described in Section 8.1(c) and as of the commencement date elected by the Participant
in accordance with the procedures prescribed Section 8.1(e).
(c) Distribution Options. Subject to Section 8.6, any payment made under this
section shall be made in one of the following methods, as the Participant (or, in the case of the
death of a Participant, his or her Beneficiary) may elect any of the following:
(i) A total or partial lump sum payment. Any partial lump sum payment shall
be an amount of at least the Minimum Lump Sum Amount, and the number of
partial lump sum payments in any Plan Year may not exceed the Maximum
Annual Number of Partial Distributions.
(ii) Periodic monthly, quarterly, semi-annual or annual installment payments;
provided, however, that a Participant (or, in the case of the death of a Participant,
his or her Beneficiary) may elect to receive (A) an initial installment payment in a
specified amount and (B) the balance of his or her Account in periodic monthly,
quarterly, semi-annual or annual installment payments. Any installment payment
made pursuant to Section 8.1(c)(ii) shall be at least the Minimum Installment
Amount. If the balance of the Participant's Account and Rollover Account is less
than such amount, then the payment will equal the total amount of the
Participant's Account and Rollover Account. Installment payments may consist
of (A) fixed amounts paid on each payment date as designated by the Participant
(or in the case of the death of a Participant, his or her Beneficiary), or (B)
formulaic amounts determined by the Administrative Service Agency, based on a
fixed period designated by the Participant (or in the case of the death of a
Participant, his or her Beneficiary), calculated by dividing the Plan Benefit on the
date of the payment by the number of payments remaining during the fixed
period.
24
(iii) A Participant who elects to receive installment payments or who is
currently receiving installment payments pursuant to Section 8.1(c)(ii) may elect,
subject to any limitations set forth by the Committee and in accordance with
procedures established by the Administrative Service Agency, to receive a portion
of his or her Account distributed in a lump sum; provided, however, that no lump
sum payment shall be less than the Minimum Lump Sum Amount; and provided
further, that the number of such elections in any Plan Year may not exceed the
Maximum Annual Number of Partial Distributions, as set forth in Section 8.1(c)
of Schedule A. Such lump sum payments shall not result in a discontinuation of
subsequent installment payments; provided, however, that such subsequent
payments may be redetermined in accordance with methods and procedures
established by the Administrative Service Agency.
(iv) A Participant who is an eligible retired public safety officer, as defined in
Section 402(1) of the Code, may elect, at the time and in the manner prescribed
by the Administrative Service Agency, to have up to $3,000 per year (or such
greater amount as may be permitted under applicable guidance issued by the
Internal Revenue Service) of amounts from his or her Before -Tax Deferral
Account distributable under the Plan used to pay qualified health insurance
premiums for an accident or health plan or long-term care insurance contract
covering the Participant and his or her spouse and dependents. Such amounts are
excludible from the Participant's gross income to the extent the qualified health
insurance premiums are paid directly to the provider of the accident or health plan
or long-term care insurance contract (determined in accordance with Section
402(1) of the Code) by deduction from a distribution to the Plan.
(v) For each distribution election under Section 8.1(c), a Participant shall
designate the percentage of each distribution that will come from his or her
Before -Tax Deferral Account and the percentage that will come from his or her
Roth Account (to the extent applicable). For the avoidance of doubt, for purposes
of the limitations and restrictions described in this Section 8.1(c), each
distribution election made by a Participant and each payment made in accordance
thereto shall be deemed to be one election and one payment, even if payment is
made both from the Participant's Before -Tax Deferral Account and from his or
her Roth Account (to the extent applicable).
Notwithstanding the foregoing, a Participant may not elect an installment period extending
beyond the longest of (A) his or her life expectancy, (B) if his or her designated Beneficiary is
his or her Spouse, the life expectancy of the Participant and his or her Spouse and (C) if his
designated Beneficiary is not his or her Spouse, the life expectancy determined using the
applicable table contained in the applicable Treasury Regulation.
(d) Calculation of Payments.
(i) If a Participant elects a total limp sum payment, pursuant to Section
8.1(c)(1), the Participant's Plan Benefit shall be determined as of the Valuation
Date coincident with or last preceding the date on which the Plan Benefit is
W
withdrawn from the Investment Options and liquidated for distribution. Such
liquidated amount (i) shall be held in the Trust Fund in a payment account
maintained by the Trustee for this purpose and (ii) shall not be credited with
interest or investment gains or losses following the date of liquidation.
(ii) If a Participant elects to receive a partial lump sum payment pursuant to
Section 8.1(c)(i) or (iii), installment payments pursuant to Section 8.1(c)(i), or
payment of qualified health insurance premiums for an accident or health plan or
long-term care insurance contract covering the Participant and his or her spouse
and dependents pursuant to paragraph Section 8.1(c)(iv), any remaining balance
in such Participant's Accounts shall continue to participate in the investment
performance of the Investment Options in which such amounts are invested and to
bear its allocable share of administrative and investment expenses until the
Valuation Date coincident with or last preceding the date on which such Plan
Benefit amounts are withdrawn from the Investment Funds and liquidated for
distribution; provided, however, that the amount of the installments need not be
redetermined to reflect changes in the value of the Account more frequently than
annually. All such redeterminations shall be made by the Administrative Service
Agency in accordance with procedures of uniform application. Any amount
liquidated for purposes of an installment payment (i) shall be held in the Trust
Fund in a payment account maintained by the Trustee for this purpose and (ii)
shall not be credited with interest or investment gains or losses following the date
of liquidation.
(e) Distribution Election. In the case of the Participant's Severance from
Employment with the Employer, a distribution election made by the Participant shall specify the
form of payment as provided in Section 8.1(c) and the date on which payments shall commence;
provided, however, that any such payments that would result in an account balance of less than
$500 may not commence earlier than at the end of the Distribution Waiting Period; provided,
further that the timing of any distribution must be in compliance with Section 8.6. Subject to
Section 8.6, a Participant who is receiving distributions under the Plan may change both the
timing and the method of payment elected subject to any limitations set forth by the Committee
and in accordance with procedures established by the Administrative Service Agency.
(f) Rollover Accounts. Notwithstanding any other provision of Section 8. 1, a
Participant who has one or more Rollover Accounts shall be permitted to withdraw all or any
portion of such Rollover Accounts at any time during a Plan Year; provided that such withdrawal
shall be paid pursuant to a method of payment elected by the Participant in accordance with
Section 8.1(c) and the value of such Rollover Accounts shall be determined is accordance with
Section 8.1(d).
8.2 Distributions to Beneficiaries. If a Participant dies before distribution of his or her Plan
Benefit has commenced, a distribution election made by the Beneficiary shall specify the form of
payment as provided in Section 8.1(c) and the date on which payments shall commence. If a
Participant dies at any time before his or her entire Plan Benefit has been distributed, then the
Participant's Beneficiary may make subsequent distribution elections as provided in Section
8.1(c). Notwithstanding the foregoing, any distribution to a Beneficiary shall be made in
26
accordance with the provisions of Section 401(a)(9) of the Code and subject to Sections 8.6(d)
and (e).
8.3 Distributions to Alternate Pam_ A distribution to an Alternate Payee may be paid in a
single lump sum as soon as practicable following the qualification of the Qualified Domestic
Relations Order and the close of all appeals to the Qualified Domestic Relations Order if the
Alternate Payee consents to such lump sum distribution. In the event that the Alternate Payee
does not consent to receive his or her distribution in a single lump sum as soon as practicable
following the qualification of the Qualified Domestic Relations Order, the Alternate Payee may
make an election to receive a distribution any time after the Earliest Retirement Date, subject to
any requirements of Section 401(a)(9) of the Code and Section 8.1(c), by filing a distribution
election specifying the form of payment as provided in Section 8.6 and the date on which
payments shall commence.
8.4 Eligible Rollover Distributions.
(a) Participant Rollover Distributions. In connection with a Participant's Severance
from Employment, the Distributee may elect, at the time and in the manner prescribed by the
Administrative Service Agency, to have all or any portion of the Participant's Accounts that
qualifies as an Eligible Rollover Distribution paid directly to the trustee of an Eligible
Retirement Plan; provided that such other plan provides for the acceptance of such amounts by
the trustee. The Plan shall provide written information to Distributees regarding Eligible
Rollover Distributions to the extent required by Section 402(f) of the Code.
(b) Beneficiary Rollover Distributions. Upon a Participant's death, a Beneficiary
may elect, at the time and in the manner prescribed by the Administrative Service Agency, to
have all or any portion of the Participant's Accounts that qualifies as an Eligible Rollover
Distribution paid directly to the trustee of an individual retirement arrangement (as defined in
Section 7701(a)(37) of the Code) that is established for the purpose of receiving the distribution
on behalf of such Beneficiary.
(c) Roth IRA Rollover Distribution. In connection with a Participant's Severance
from Employment or upon a Participant's death, as the case may be, a Participant or a
Beneficiary may elect, at the time and in the manner prescribed by the Administrative Service
Agency, to have all or any portion of the Participant's Accounts that qualifies as an Eligible
Rollover Distribution rolled over to a Roth individual retirement arrangement (as defined in
Section 7701(a)(37) of the Code, and designated as a Roth arrangement at the time of its
establishment). Such amounts will be included in gross income as if the distribution had been
made to such Participant or Beneficiary.
8.5 Withholding. The Trustee shall withhold or cause to be withheld from any amounts
withdrawn or distributed all federal, state, city or other taxes as shall be required pursuant to any
law or governmental ruling or regulation, including Treasury Regulations.
8.6 Required Minimum Distributions.
27
(a) In General. Notwithstanding any other provision of the Plan to the contrary
(except Section 8.6(b)), all distributions under the Plan shall be in accordance with the minimum
distribution and tinning requirements of Section 401(a)(9) of the Code (including the incidental
death benefit requirements of Section 401(a)(9)(G) of the Code) and the final Treasury
regulations under Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, which are incorporated herein by
reference. Such provisions shall override any distribution options in the Plan that may be
inconsistent with Section 401(a)(9) of the Code. Any distributions made pursuant to this Section
8.6 in order to comply with Section 401(a)(9) of the Code shall be charged against the Account
or Accounts of the Account Participant in such manner as designated by the Account Participant
in accordance with procedures established by the Administrative Service Agency; provided,
however, that if no such designation is made, such distributions shall be charged first against the
Before -Tax Deferral Account, second against the Roth Account (to the extent applicable), third
against the Rollover Account or Rollover Accounts not relating to Rollover Contributions of
amounts from a Qualified Roth Contribution Program, and fourth against the Rollover Account
or Rollover Accounts relating to Rollover Contributions of amounts from a Qualified Roth
Contribution Program
(b) 2009 Waiver. Notwithstanding anything to the contrary in Section 8.6, an
Account Participant who would have been required to receive required minimum distributions
for 2009 but for the enactment of Section 401 (a)(9)(11) of the Code ("2009 RMDs"), and who
would have satisfied that requirement by receiving distributions that are (i) equal to the 2009
RMDs or (ii) one or more payments in a series of substantially equal distributions (that include
the 2009 RMDs) made at least annually and expected to last for the life (or life expectancy) of
the Participant, the joint lives (or joint life expectancy) of the Participant and the Participant's
Beneficiary, or for a period of at least 10 years, will not receive those distributions for 2009
unless the Participant or Beneficiary chooses to receive such distributions. Participants and
Beneficiaries described in the preceding sentence will be given the opportunity to elect to receive
the distributions described in the preceding sentence.
(c) Distributions DuringParticipant's Life. The Plan Benefit of a Participant shall be
distributed (or commence to be distributed) to such Participant as soon as practicable after the
Required Beginning Date. If the Participant has not made an election pursuant to Section 8.1(c)
prior to such Required Beginning Date, then the Plan Benefit shall be distributed in the form of
installment payments commencing on the Required Beginning Date.
(d) Death of a Participant Before the Required Beginning
(i) If a Participant dies before his Required Beginning Date, the remaining
portion (if any) of such Participant's Plan Benefit shall be distributed to his or her
Beneficiary (or if the Participant has no Beneficiary, his or her Surviving Spouse
or estate, as determined under Section 9.2) no later than December 31 of the
calendar year containing the fifth anniversary of the Participant's death
(determined without regard to 2009), except as set forth in Sections 8.6(d)(i)(a) or
(a) as follows:
(a) The Beneficiary may elect to receive a distribution of the Plan
Benefit over a period not exceeding the life expectancy of the Beneficiary;
provided that the distribution commences no later than December 31 of
the calendar year immediately following the calendar year in which the
Participant dies; or
(b) If the sole Beneficiary is the Participant's Surviving Spouse, such
Surviving Spouse may elect to receive a distribution of the Account over a
period not exceeding the life expectancy of the Surviving Spouse
(determined as of the date such payments commence); provided that the
distribution commences on or before the later of December 31 of the
calendar year immediately following the calendar year in which the
Participant dies or December 31 of the calendar year in which the
Participant would have attained age 70 ''/2; provided, further, that if the
Surviving Spouse dies after the Participant but before distributions to the
Surviving Spouse commence, Section 8.6(d) (with the exception of
Section 8.6(d)(i)(a)) shall apply as if the Surviving Spouse were the
Participant.
(ii) The Beneficiary may elect to receive payment of the Plan Benefit as a
lump sum or in annual, monthly or quarterly installment payments.
(e) Death After Required Be i�g Date and After Commencement of Distributions.
If a Participant dies on or after the Required Beginning Date, but before his or her entire Plan
Benefit is distributed to him or her, the unpaid portion of his or her Plan Account shall be
distributed as follows:
(i) If the Participant has a designated Beneficiary, the longer of the remaining
life expectancy of the Participant's Beneficiary and the remaining life expectancy
of the Participant determined in accordance with Section 1.409(a)(9)-5 of the
Treasury Regulations; or
(ii) If the Participant does not have a designated Beneficiary, the remaining
life expectancy of the Participant determined in accordance with Section
1.409(a)(9)-5 of the Treasury Regulations;
provided, however, that if a Beneficiary so elects, the Participant's remaining Plan Benefit may
be paid to the Beneficiary at any time in a lump sum so long as the entire Plan Benefit is paid at
least as rapidly as it would be paid under Section 8.6(e)(i).
(f) Alternate Payee Accounts. In the case of any Alternate Payee Account, payments
to the Alternate Payee must be made in accordance with the Plan and Section 401(a)(9) of the
Code.
8.7 Special Proceeds. If the Plan receives Special Proceeds (as defined below) that are
allocable to an Account Participant who has received a final distribution of his or her entire Plan
Benefit, then the Plan shall distribute such Special Proceeds to the former Participant,
Beneficiary, or Alternate Payee (or in accordance with Section 9.2, if the Participant is deceased
and no Beneficiary designation was in effect at the time of the Participant's death, or to the estate
of Beneficiary or Alternate Payee, as applicable, if such person is deceased) in a lump sum as
29
soon as practicable after the Plan receives such Special Proceeds unless, at the time of such
mandatory distribution, the value of such distribution would exceed $1,000. For purposes of
Section 8.7, "Special Proceeds" means amounts attributable to a settlement of any dispute or
controversy related to any of the assets previously attributable to any Account of the former
Participant, Beneficiary, or Alternate Payee or any other amounts allocable under the Plan to a
former Participant, Beneficiary, or Alternate Payee relating to an adjustment to the amount or
value of any such Account.
8.8 In -Plan Rollover to Roth Account.
(a) A Participant who has not severed employment or a spousal Alternate Payee would be
permitted to have all or any portion of the Participant's Plan Benefit not otherwise
distributable under the Plan, and not attributable to Roth Contributions or outstanding
loans, directly rolled over into a separately maintained Account within his or her Roth
Account. Any such amounts will be included in gross income as if the distribution had
been made to such Participant or spousal Alternate Payee. After a Participant or spousal
Alternate Payee has made an in -Plan rollover into a Roth Account, such Participant or
spousal Alternate Payee may elect to take distributions from such Account in accordance
with Sections 8.1 or 8.3.
(b) Upon any distribution event pursuant to which a Participant, a Beneficiary who is a
Participant's Surviving Spouse or a spousal Alternate Payee would be permitted to have
all or any portion of the Participant's Plan Benefit that qualifies as an Eligible Rollover
Distribution rolled over into another Eligible Retirement Plan, such Participant,
Beneficiary who is a Participant's Surviving Spouse or spousal Alternate Payee may elect
to have the portion of such Eligible Rollover Distribution that is not attributable to Roth
Contributions or outstanding loans directly rolled over into a separately maintained
Account within his or her Roth Account. Any such amounts will be included in gross
income as if the distribution had been made to such Participant, Beneficiary who is a
Participant's Surviving Spouse or spousal Alternate Payee. After a Participant,
Beneficiary who is a Participant's Surviving Spouse or spouse Alternate Payee has made
an in -Plan rollover into a Roth Account, such Participant, Beneficiary who is a
Participant's Surviving Spouse or spousal Alternate Payee may elect to take distributions
from such Account in accordance with any of the distribution options set forth in Section
8.1(c).
(c) The provisions in Section 8.8 shall be administered in accordance with procedures
established by the Administrative Service Agency and shall be interpreted and
administered in accordance with and subject to Section 402A(c)(4) of the Code and any
rules, regulations or other guidance issued by the Internal Revenue Service in relation
thereto.
30
SECTION 9
DESIGNATION OF BENEFICIARIES
9.1 Written Designation of Beneficiaries. Each Participant shall file with the Administrative
Service Agency a written designation of one or more persons as the Beneficiary who shall be
entitled to receive the Plan Benefit, if any, payable under the Plan upon his or her death. A
Participant may from time to time revoke or change his or her Beneficiary designation without
the consent of any prior Beneficiary by filing a new written designation with the Administrative
Service Agency. The last such designation received by the Administrative Service Agency "in
good order" shall be controlling; provided, however, that no designation or change or revocation
thereof shall be effective unless received by the Administrative Service Agency in good order
prior to the Participant's death, and in no event shall it be effective as of a date prior to such
receipt. For purposes of Section 9, a Beneficiary designation shall be deemed to be received in
good order only if the Administrative Service Agency can reasonably identify the Beneficiary or
Beneficiaries named in the designation.
9.2 No Beneficiaries Designated. (a) If no such Beneficiary designation is in effect at the
time of a Participant's death, or if no designated Beneficiary survives the Participant, or if no
designated Beneficiary can be located with reasonable diligence by the Administrative Service
Agency, the payment of the Plan Benefit, if any, payable under the Plan upon the Participant's
death shall be made by the Trustee from the Trust Fund to the Participant's Surviving Spouse, if
any, or if the Participant has no Surviving Spouse, or the Surviving Spouse cannot be located
with reasonable diligence by the Administrative Service Agency, then to the deceased
Participant's estate. If the Administrative Service Agency is in doubt as to the right or
entitlement of any person to receive such amount, the Administrative Service Agency shall
inform the Committee and the Trustee, and the Trustee may retain such amount, without liability
for any interest thereon, until the rights thereto are determined, or the Trustee may pay such
amount into any court of appropriate jurisdiction or to any other person pursuant to applicable
law and such payment shall be a complete discharge of the liability of the Trustee, Plan,
Committee, Employer, Administrative Service Agency and Financial Organizations.
(b) If the Beneficiary so designated by the Participant dies after the death of the
Participant but prior to receiving a complete distribution of the amount that would have been
paid to such Beneficiary had such Beneficiary's death not then occurred, then, for purposes of
the Plan, the distribution that would otherwise have been received by such Beneficiary shall be
paid to the Beneficiary's estate.
9.3 Surviving_ Spouse. Notwithstanding Section 9.2, a Beneficiary who is a Surviving
Spouse of the Participant may designate a subsequent Beneficiary, subject to the same filing
requirements of Section 9. 1, to the extent permitted under Section 401(a)(9) of the Code. To the
extent such Surviving Spouse is not permitted or does not elect to designate a subsequent
Beneficiary pursuant to the preceding sentence, and the Surviving Spouse dies prior to receiving
a complete distribution of the amount that would have been paid to such Surviving Spouse had
such Surviving Spouse's death not then occurred, then, for purposes of the Plan, the distribution
that would otherwise have been received by such Surviving Spouse shall be paid to the Surviving
Spouse's estate.
31
SECTION 10
QUALIFIED DOMESTIC RELATIONS ORDERS
10.1 Qualified Domestic Relations Order. Payments with respect to a Participant's Plan
Benefit may be made by the Trustee from the Trust Fund to one or more Alternate Payees
pursuant to the terms of a Qualified Domestic Relations Order. Upon segregation of the assets
payable to an Alternate Payee in an Alternate Payee Account or the payment of such benefits to
the Alternate Payee, any such amounts paid or segregated shall no longer constitute part of the
Participant's Plan Benefit. No liability whatsoever shall be incurred by the Committee, the
Trustee, the Employer, the Administrative Service Agency, the Review Committee or any
Financial Organization solely by reason of any act or omission undertaken in accordance with
this section to comply with the terms of a Qualified Domestic Relations Order.
10.2 Suspension of Distributions During Claim Period. Subject to the discretion of the
Administrative Service Agency or the Committee, no distribution of any Plan Benefit shall be
permitted in any period during which a purported Qualified Domestic Relations Order claim,
against all or part of such Plan Benefit, is being reviewed in accordance with the provisions of
Section 11.8. If the Administrative Service Agency reasonably believes that a purported
Qualified Domestic Relations Order against all or part of any Plan Benefit is likely to be
asserted, the Committee may refuse to permit any distribution of all or part of such Plan Benefit
pending determination of such claim.
32
SECTION 11
ADMINISTRATION
11.1 Plan Administration. Except as otherwise provided herein, the operation and
administration of the Plan shall be the responsibility of the Committee and the Committee shall
have all of the broad, general authority necessary or advisable to operate and administer the Plan.
The Committee shall have the power and the duty to take all action and to make all decisions
necessary or proper to carry out its responsibilities under the Plan. All determinations of the
Committee as to any question involving its responsibilities under the Plan, including,
interpretation of the Plan or as to any discretionary actions to be taken under the Plan, shall be
solely in the Committee's discretion and shall be final, conclusive and binding on all parties.
11.2 Committee Powers and Duties. Without limiting the generality of the foregoing, the
Committee shall have the following powers and duties:
(a) to require any person to furnish such information as it may request for the purpose
of the proper administration of the Plan as a condition to receiving any benefit under the Plan;
(b) to make and enforce such rules and regulations and prescribe the use of such
forms as it shall deem necessary for the efficient administration of the Plan;
(c) to interpret the Plan and to resolve ambiguities, inconsistencies and omissions in
the terms of the Plan or any document related to the Plan;
(d) to decide all questions concerning the Plan and the eligibility of any Employee or
other individual to participate in the Plan;
(e) to determine the amount of benefits which shall be payable to any person in
accordance with the provisions of the Plan;
(f) to enlarge or diminish any applicable time period set forth in the Plan, subject to
applicable law; and
(g) to determine the methods and procedures for the implementation and use of any
automated telephone, computer, internet, intranet or other electronic or automated system
adopted by the Committee for purposes of Plan administration, including, for receiving and
processing enrollments and instructions with respect to the investment of assets allocated to an
Account Participant's Accounts and for such other purposes as may be designated from time to
time.
11.3 Limitation of Liability. Except as may be prohibited by applicable law, neither the
Committee nor any member thereof shall be liable for (a) anything done or omitted to be done by
it or by them unless the act or omission claimed to be the basis for liability amounted to a failure
to act in good faith or was due to gross negligence or willful misconduct; (b) the payment of any
amount under the Plan; or (c) any judgment or reasonable mistake of fact made by it or on its
behalf by a member of the Committee. No member of the Committee shall be personally liable
under any contract, agreement, bond or other instrument made or executed by him or her or on
his or her behalf in connection with the Plan or Trust Fund.
33
11.4 Trustee. The Trustee shall have responsibility for the custody and safekeeping of the
assets of the Plan and the Trust Fund and the valuation of such assets in accordance with the
terms of the Trust Agreement and, in conjunction with the Administrative Service Agency, shall
be responsible for implementing the aggregated investment decisions of Participants and
beneficiaries by allocating the Plan assets to the various Investment Options. The Committee
shall periodically review the performance and methods of the Trustee and the Committee may,
subject to the terms of the Trust Agreement, appoint and remove or change the Trustee at any
time for any reason or for no stated reason. If the Trust Agreement so provides, the Trustee may
also serve as the Administrative Service Agency and perform the record keeping services
normally performed by a third party Administrative Service Agency or may provide the services
normally provided by a Financial Organization, provided that the Trustee otherwise qualifies as
an Administrative Service Agency or a Financial Organization, as the case may be.
11.5 Financial Organizations. The Committee shall have the power to appoint or remove one
or more Financial Organizations and to delegate to such Financial Organization(s) authority and
discretion to manage (including the power to acquire and dispose of) the assets of the Plan and
Trust Fund in accordance with the Regulations and the Plan. The Committee shall periodically
review the performance and methods of such Financial Organization(s). The Committee has the
right to (i) replace any Financial Organization or Investment Option with a successor Financial
Organization or Investment Option or (ii) to select any additional Financial Organization or
Investment Option.
11.6 Delegation. The Committee may delegate its general authority as it deems appropriate in
accordance with the terms of the Plan and all applicable Code sections; provided, however, that
such delegation shall be subject to revocation at any time at the discretion of the Committee.
Notwithstanding any other provision of the Plan, the Committee's general authority shall include
the right to review, revise, modify, revoke, or vacate any decision made or action taken by any
party under the Plan to whom authority of the Committee has been delegated or to whom
authority with respect to the administration of the Plan or the custody and investment of the
assets of the Trust Fund has been delegated or assigned under the terms of the Plan, by the
Committee or otherwise. The rights of the Committee under Section 11.6 include, the right to
review, revise, modify, revoke, or vacate any decision of the Administrative Service Agency or
the Review.
11.7 Plan Expenses.
(a) Assessment Against the Trust Fund. Subject to 11.7(b), the expenses of
administering the Plan, including (i) the fees and expenses of the Financial Organizations and
Administrative Service Agency for the performance of their duties under the Plan, including any
fees and expenses associated with a change, termination or addition of an Investment Option, (ii)
the fees, if any, of any member of the Committee and any Trustee and the expenses incurred by
the Committee or any of its members or any Trustee in the performance of their duties under the
Plan (including reasonable compensation for any legal counsel, certified public accountants,
consultants, and agents, employees of the Committee and cost of services rendered in respect of
the Plan and the Trust Agreement (as provided therein)), and (iii) all other proper charges and
disbursements of the Financial Organizations, Administrative Service Agency, the Committee or
its members (including settlements of claims or legal actions approved by counsel to the Plan) or
34
any Trustee shall be allocated to and paid out of the assets of the Trust Fund in accordance with
such allocation and payment procedures as the Committee shall establish from time to time. The
Committee is authorized to levy a fee against the Accounts of Account Participants for the
purpose of paying some or all of such expenses, except where the Employer elects to pay such
expenses directly; provided, however, that any such fees shall be levied on a pro -rata basis from
the Account Participant's various Accounts at any given time, including Before -Tax Deferral
Accounts, Roth Accounts (to the extent applicable), Rollover Accounts not relating to Rollover
Contributions of amounts from a Qualified Roth Contribution Program, and Rollover Accounts
relating to Rollover Contributions of amounts from a Qualified Roth Contribution Program.
(b) Investment Expenses. Unless the Committee determines otherwise, brokerage
fees, transfer taxes and any other expenses incident to the purchase or sale of securities for any
Investment Option shall be deemed to be part of the cost of such securities, or deducted in
computing the proceeds therefrom, as the case may be. The Administrative Service Agency shall
appropriately deduct any taxes assessed in respect of any assets held, income received, or
transactions effected under any Investment Option proportionately against any Accounts that are
invested in such Investment Option.
11.8 Review of Claims.
(a) Initial Claim of Rights or Benefits and Review. Any claim to rights or benefits
under the Plan, including, any purported Qualified Domestic Relations Order, or request for an
Unforeseeable Emergency Withdrawal must be filed in writing with the Committee, or with such
other entity as the Committee may designate. Within sixty days after receipt of such claim, the
Committee, or such other entity designated by the Committee, shall notify the claimant and, if
such claimant is not the Account Participant, any Account Participant against whose Plan Benefit
the claim is made, that the claim has been granted or denied, in whole or in part. Notice of
denial of any claim in whole or in part by the Committee, or by such other entity designated by
the Committee, shall include the specific reasons for denial and notice of the rights granted by
Section 11.8.
(b) Review of Decision. Any claimant or Account Participant who has received
notice of denial or grant, in whole or in part, of a claim made in accordance with the foregoing
Section 11.8(a) may file a written request within thirty days of receipt of such denial for review
of the decision by the Review Committee. Within ninety days after receipt of such request for
review, the Review Committee shall notify the claimant and, as applicable, the Account
Participant, that the claim has been granted or denied, in whole or in part; provided, however,
that the Review Committee may in its discretion extend such period by up to an additional
120 days upon notice to the claimant and, as applicable, the Account Participant, prior to
expiration of the original ninety days that such additional period is needed for proper review of
the claim. Notice of denial of any claim in whole or in part by the Review Committee shall
include the specific reasons for denial and shall be final, binding and conclusive on all interested
persons for all purposes.
11.9 Advisers. The Committee shall arrange for the engagement of legal counsel and certified
public accountants, who may be counsel or accountants for the Employer, and other consultants,
including an investment adviser, and make use of agents and clerical or other personnel, for
35
purposes of this Plan. The Committee may rely upon the written opinions of counsel,
accountants and consultants, and upon any information supplied by the Trustee, a Financial
Organization or Administrative Service Agency appointed in accordance with the Regulations.
11. 10 Limitation on Committee Power. No member of the Committee shall be entitled to act on
or decide any matters relating solely to such member or any of his or her rights or benefits under
the Plan.
11.11 Committee Action. All actions of the Committee shall be taken at a public meeting in
accordance with Article 7 of the Public Officers Law. The Committee shall establish its own
procedures and the time and place for its meetings and provide for the keeping of minutes of all
meetings.
11.12 General Requirements. Notwithstanding any other provision hereof, the Plan shall at all
times be operated in accordance with the requirements of applicable law, including, the
Regulations.
36
SECTION 12
AMENDMENT OR TERMINATION
12.1 Power to Amend and Terminate. Subject to any requirements of State or federal law, the
Employer reserves the right at any time and with or without prior notice to any person to amend,
suspend or terminate the Plan, to eliminate future deferrals and contributions for existing
Participants, or to limit participation to existing Participants, in whole or in part and for any
reason and without the consent of any Employee, Account Participant, Beneficiary or other
person. No amendment, suspension or termination of any provisions of the Plan or any deferrals
or contributions thereunder, the Trust Agreement or any Investment Option may be made
retroactively, unless such retroactivity is allowed under State law, the Code and other applicable
law.
12.2 Termination of Plan. Upon any action by the Employer to initiate a Plan termination, the
Employer shall permit no further deferrals or contributions of Compensation under the Plan, and
the Plan termination shall become effective upon the distribution of all Plan Benefits. After
taking an action to initiate a Plan termination, the Employer may distribute all Plan Benefits to
Account Participants or the Employer may provide that Plan Benefits and other interests in the
Trust Fund shall continue to be payable as provided in the Plan. Any distributions, transfers or
other dispositions of the Plan Benefits as provided in the Plan shall constitute a complete
discharge of all liabilities under the Plan. The Committee and the Trustee(s) shall remain in
existence and the Trust Agreement and all of the provisions of the Plan that the Employer
determines are necessary or advisable for the administration and distribution, transfer or other
disposition of interests in the Trust Fund shall remain in force.
37
SECTION 13
GENERAL LIMITATIONS AND PROVISIONS
13.1 Plan Binding on Account Participants. The Plan, as duly amended from time to time,
shall be binding on each Account Participant and his or her Surviving Spouse, heirs,
administrators, trustees, successors, assigns, and Beneficiaries and all other interested persons.
13.2 No Right to Employment. Nothing contained herein shall give any individual the right to
be retained in the employment of the Employer or affect the right of the Employer to terminate
any individual's employment. The adoption and maintenance of the Plan shall not constitute a
contract between the Employer and any individual or consideration for, or an inducement to or
condition of, the employment of any individual.
13.3 Incapacitation or Incompetence. If the Administrative Service Agency shall find that any
person to whom any amount is payable under the Plan is unable to care for his or her affairs, is a
minor, or has died, then any payment due to such person or his or her estate (unless a prior claim
therefor has been made by a Beneficiary, Surviving Spouse or duly appointed legal
representative or the time period during which a Beneficiary or Surviving Spouse could make a
claim under the Plan has not elapsed) may, if the Administrative Service Agency so elects, be
paid to his or her spouse, a child, a relative, or any other person maintaining or having custody of
such person otherwise entitled to payment or deemed by the Trustee to be a proper recipient on
behalf of such person. Any such payment shall be a complete discharge of all liability under the
Plan therefor.
13.4 No Alienation of Plan Benefits. Except insofar as may otherwise be required by a
Qualified Domestic Relations Order or applicable law, no amount payable at any time under the
Plan shall be subject in any manner to alienation by anticipation, sale, transfer, assignment,
bankruptcy, pledge, attachment, garnishment, charge or encumbrance of any kind, and any
attempt to so alienate such amount, whether presently or thereafter payable, shall be void.
13.5 Notices to the Committee. All elections, designations, requests, notices, instructions, and
other communications from the Employer, an Employee, an Account Participant, or any other
person to the Committee, Administrative Service Agency or the Employer required or permitted
under the Plan shall be in such form as is prescribed by the Committee, shall be mailed by first
class mail or delivered electronically in such a form and to such location as shall be prescribed
by the Committee from time to time, and shall be deemed to have been given and delivered only
upon actual receipt thereof at such location. Copies of all elections, designations, requests,
notices, instructions and other communications from an Employee, a Participant, a Beneficiary, a
Surviving Spouse or any other person to the Employer shall be promptly filed with the
Administrative Service Agency in such a manner specified by the Administrative Service
Agency.
13.6 Notices to Participants. All notices, statements, reports and other communications from
an Employer, the Trustee or the Committee to any Account Participant, shall be deemed to have
been duly given when delivered to, or when mailed by electronic delivery or other form of
delivery approved by the Committee or by first class mail, postage prepaid and addressed to such
Employee, Account Participant, Beneficiary, Surviving Spouse or other person at his or her
address last appearing on the records of the Administrative Service Agency, the Trustee or the
Employer.
13.7 Trust Sole Source of Plan Benefits. The Trust Fund shall be the sole source of benefits
under the Plan and, except as otherwise required by applicable law, neither the Committee, the
Employer nor any officer or employee of an Employer assume any liability or responsibility for
payment of such benefits, and each Account Participant, his or her spouse or Beneficiary, or
other person who shall claim the right to any payment under the Plan shall be entitled to look
only to the Trust Fund for such payment and shall not have any right, claim or demand therefor
against the Committee or any member thereof, the Employer, or any officer or employee of an
Employer. Nothing in Section 13.7 shall relieve an Employer of its obligation to defer or
contribute Amounts Deferred or Contributed to the Trust Fund within two Business Days after
the applicable payroll date, in the manner contemplated by Section 4.1.
13.8 Account Assets and Account Vestino.
(a) Account Assets Held in Trust Fund. The entire value of each Account for each
Account Participant shall be held in the Trust Fund pursuant to the Trust Agreement for the
exclusive benefit of the applicable Account Participant and for paying reasonable expenses of the
Plan and of the Trust Fund pursuant to Section 11.7 and no part of the Trust Fund shall revert to
any Employer; provided, however, that the setting -aside of any amounts to be held in the Trust
Fund is expressly conditioned upon the following: If an amount is set aside to be held in the
Trust Fund by an Employer in a manner which is inconsistent with any of the requirements of
Section 457(b) of the Code, such amount shall be returned to such Employer prior to the first day
of the first Plan Year commencing more than 180 days after the date of notification of such
inconsistency by the Secretary of the Treasury. Any amounts so returned to the Employer, and
the earnings thereon, shall be remitted to the Participants on whose behalf such amounts were set
aside.
(b) Vesting. Each Account Participant shall be 100 percent vested at all times in his
or her Plan Benefit.
13.9 Several Liability. The duties and responsibilities allocated to each person under the Plan
and the Trust Agreement shall be the several and not joint responsibility of each, and no such
person shall be liable for the act or omission of any other person.
13.10 Interpretation. (i) The term "including" means by way of example and not by way of
limitation, and (ii) the headings preceding the sections hereof have been inserted solely as a
matter of convenience and in no way define or limit the scope or intent of any provisions hereof.
13.11 Construction. The Plan and all rights there under shall be governed by and construed in
accordance with the Code and the laws .of the State.
39
SCHEDULE A
Effective date of last completion or amendment of this Schedule A: July 1St 2015
Instructions
This Schedule A and all later amendments to this Schedule A are part of the Plan document and
should remain attached to the Plan document.
Schedule A is used by the Committee (1) TO ACTIVATE or TERMINATE optional Plan
provisions described below, (2) TO MODIFY the default provisions of the Plan described below
or (3) TO INDICATE that the default provisions described below will continue to apply under
the Plan.
Each section of this Schedule A must be completed by the Committee in connection with the
adoption of this amendment and restatement of the Plan. All selections made shall remain
effective until this Schedule A is later amended by the Committee.
All section references refer to the corresponding sections of the Plan and all defined terms have
the meanings ascribed to them in the Plan.
Committee Elections — Optional Plan Provisions
3.1(c) ROTH PROGRAM
Section 3.1(c) of the Plan permits Roth Contributions only if the Committee checks YES
below. The Committee must also indicate below the effective date of this election. The
Committee should check NO below to indicate that Roth Contributions will not be permitted
under the Plan or, at a later time, to change prospectively (as of a specified effective date) a
prior election under this section.
The Plan shall maintain a Roth Program under which Participants may make Roth
Contributions to the Plan, which Roth Contributions will be made and separately
accounted for in compliance with the relevant provisions of the Plan and the Code.
S YES
1000010 ,
Effective date: _April 1" 2011
S-1
8.4(d) IN-PLANROLLOVER TOA ROTHACCOUNT
Section 8.4(d) of the Plan permits Roth Contributions only if the Committee has checked YES
above (permitting a Roth Program) and checked YES below allowing amounts that otherwise
qualify as Eligible Rollover Distributions not attributable to Roth Contributions to be directly
contributed to a Roth Account under the Plan. The Committee must also indicate below the
effective date of this election. The Committee should check NO below to indicate that Eligible
Rollover Distributions may not be directly rolled over to a Roth Account under the Plan or, at
a later time, to change prospectively (as of a specified effective (late) a prior election under this
section.
To the extent the Committee has resolved to implement and maintain a Roth Program
pursuant to Section 3.1(c) of Schedule A, a Participant may elect to have the portion of
his or her Plan Benefit that is not attributable to Roth Contributions or outstanding loans
directly rolled over into a Roth Account in the Plan.
N YES (do not check YES unless Roth Program is in effect)
❑ NO
Effective date: April 1 st 2011
3.1(e) SUSPENSION OF DEFERRALS AND CONTRIBUTIONS FOLLOWING AN
UNFORESEEABLE EMERGENCY WITHDRA WAL
Section 3.1(e) of the Plan allows the Employer automatically to suspend deferrals and
contributions for six months following the date a Participant receives an Unforeseeable
Emergency withdrawal only if the Committee checks YES below. The Committee must also
indicate below the effective date of this election. The Committee should check NO below to
indicate that a suspension of deferrals and contributions will not be required or, at a later
time, to change prospectively (as of a specified effective date) a prior election under this
section.
A Participant's deferrals and contributions will be suspended for a period of six months
following a distribution due to an Unforeseeable Emergency withdrawal.
❑ YES
N NO
Effective date: April 1st 2011
S-2
7.2(b) A UTOMA TIC DISTRIBUTION OF SMALL ACCOUNTS FOLLOWING A
SEVERANCE FROM EMPLOYMENT
Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small
account balances following a Severance from Employment only if the Committee has checked
YES below. The Committee must also indicate below the effective date of this election. The
Committee should check NO to indicate that no automatic distribution will occur following a
Severance from Employment or, at a later time, prospectively to change(as of a specified
effective date) a prior election under this section.
With respect to a Participant or an Alternate Payee whose Account or Alternate Payee
Account does not exceed the amount set forth in Section 7.2(a) of the Plan, the
Committee shall direct the automatic distribution of the Participant's Account and
Rollover Account or the Alternate Payee's Alternate Payee Account as soon as
practicable following the Participant's Severance from Employment.
❑ YES
N NO
Effective date: April 1st 2011
7.2(b) AUTOMATIC DISTRIBUTION OF INACTIVE SMALL ACCOUNTS
Section 7.2(b) of the Plan allows the Employer to automatically distribute certain small
account balances in inactive accounts only if the Committee has checked YES below and
indicated the small account amount below. The Committee must also indicate below the
effective date of this election. The Committee should check NO to indicate that no automatic
distribution of inactive small accounts will occur or, at a later time, prospectively to change (as
of a specified effective (late) a prior election under this section.
7.2(b) Automatic Distributions after a Severance from Employment.
With respect to a Participant or an Alternate Payee whose Account or Alternate Payee
Account does not exceed the amount set forth in Section 7.2(a) of the Plan, upon an
Account Participant's Plan Benefit falling below $ , [Insert any whole dollar
amount up to the dollar limit under Section 411(a)(11)(A) of the Code] to the extent that
the requirements of Section 7.2(a) of the Plan are met, the Committee shall direct the
automatic distribution of the Participant's Account and Rollover Account or the Alternate
Payee's Alternate Payee Account in accordance with 7.2(b) of the Plan.
❑ YES (do not check YES unless a permissible amount is specified above)
® NO
Effective date: April 1st 2011
S-3
7.3 PLAN LOANS FOR ACTIVE EMPLOYEES
Section 7.3 of the Plan allows active Employees to request a Plan loan only if the Committee
has checked YES below. The Committee must also indicate below the effective date of this
election. The Committee should check NO to indicate that no Plan loans will be permitted or,
at a later time, prospectively (as of a specified effective date) to change a prior election under
this section.
SECTION 14 If the Committee elects "YES" under Section 7.3, the Committee must also
make an election as to the source of Plan loans under Section 7.3(e).
Participants who are active Employees shall be eligible to request a Plan loan and may be
granted a loan pursuant to the requirements of Section 7.3 of the Plan.
N YES (requires an election regarding the source under 7.3(e))
❑ NO
Effective date: April 1St 2011
7.3(a) PLAN LOANS FOR PARTICIPANTS ONANAPPROVED LEAVE OFABSENCE
Section 7.3(a) of the Plan allows Participants who are on an approved leave of absence to be
eligible to request a Plan loan only if the Committee has checked YES above (permitting Plan
loans for active Employees) and checked YES below extending the loan provisions to
Participants on an approved leave of absence. The Committee must also indicate below the
effective date of this election. The Committee should check NO to indicate that no Plan loans
will be permitted for Participants on an approved leave of absence or, at a later time,
prospectively to change (as of a specified effective date) a prior election under this section.
Participants who are on an approved leave of absence from their Employer shall be
eligible to request a Plan loan and may be granted a loan pursuant to the requirements of
Section 7.3 of the Plan.
N YES (do not check YES unless Plan Loans are authorized for active Employees)
❑ NO
Effective date: April 1" 2011
S-4
7.3(e) SOURCE OF PLAN LOANS
Section 7.3 of the Plan allows the Committee to permit Plan loans (see elections above). If the
Committee elects to permit Plan loans under Section 7.3, the Plan document states that the
Committee must elect the source of Plan loans from the options set forth below. Only one
option may be elected.
❑ Plan loans shall be made solely from the Before Tax Deferral Account or, if
applicable, Rollover Accounts relating to Rollover Contributions of before tax
deferrals; or
. Plan loans shall be made pro rata (based on the balance in the Participant's Before
Tax Deferral Account and Rollover Account relating to Rollover Contributions of
before tax deferrals) from (i) the Before Tax Deferral Account or, if applicable,
the Rollover Accounts relating to Rollover Contributions of before tax deferrals;
and (ii) the Roth Account; or
❑ Participants shall elect whether to have a Plan loan made (i) entirely from such
Participant's Before Tax Deferral Account and, if applicable, Rollover Accounts
relating to Rollover Contributions of before tax deferrals; or (ii) pro rata (based on
the balance in the Before Tax Deferral Account and Rollover Account relating to
Rollover Contributions of before tax deferrals) from (A) the Before Tax Deferral
Account or, if applicable, the Rollover Accounts relating to Rollover
Contributions of before tax deferrals; and (B) the Roth Account.
7.3(t) DURATION OF LOAN GRACE PERIOD
Section 7.3 of the Plan allows the Committee to permit Plan loans (see elections above). If the
Committee permits Plan loans, the Plan document states that, unless the Committee makes an
election below, any such loan will be in default if a Participant fails to make a required loan
repayment within 90 days following the due date for such repayment. The Plan document
refers to this period as the "Loan Grace Period. "
Section 7.3 of the Plan allows the Committee to specify a shorter Loan Grace Period by
indicating a period of fewer than 90 days below and by indicating that such election will apply
to Plan loans made after the effective (late specifier) below. The Committee may, at a later
time, indicate (as of a specified effective date) a different Loan Grace Period by making a new
election under this section.
The Loan Grace Period for purposes of Section 7.3(f) shall be 90 -days [a number of days
greater than 0 but less than 90] following the due date of a Participant's scheduled loan
repayment.
Effective date: April 1 st 2011
S-5
8.1(c) (i) and (iii) MINIMUM LUMP SUM AMOUNT
Sections 8.1 (c)(i) and (iii) of the Plan allow a Participant who is otherwise eligible for a
distribution under the Plan to elect to receive that distribution in a total or partial lump sum.
The Plan document states that, unless the Committee makes an election below, the amount of
a partial lump sum distribution cannot be less than ,$100. The Plan document refers to this
amount as the "Minimum Lump Sum Amount."
Sections 8.1(c)(i) and (iii) of the Plan allow the Committee to specify a different Minimum
Lump Sum Amount by indicating a dollar amount below and by indicating that such
Minimum Lump Sum Amount will apply to distributions made after the effective date specified
below. The Committee may also indicate there is no Minimum Lump Sum Amount by
inserting the "none" or "0" below. The Committee may, at a later time, indicate (as of a
specified effective date) on a prospective basis a different Minimum Lump Sum Amount by
making a new election under this section.
The Minimum Lump Sum Amount shall be $ 100.00
Effective date: April 1" 2011
8.1(c) (ii) MINIMUM INSTALLMENT AMOUNT
Section 8.1(c)(ii) of the Plan allows a Participant who is otherwise eligible for a distribution
under the Plan to elect to receive that distribution in periodic monthly, quarterly, semi-annual
or annual installments. The Plan document states that, unless the Committee makes an
election below, the amount of an installment distribution cannot be less than $100. The Plan
document refers to this amount as the "Minimum Installment Amount."
Section 8.1(c)(ii) of the Plan allows the Committee to specify a different Minimum Installment
Amount by indicating a dollar amount below and by indicating that such Minimum
Installment Amount will apply to distributions made after the effective date specified below.
The Committee may also indicate there is no Minimum Installment Amount by inserting the
"none" or "0" below. The Committee may, at a later time, indicate (as of a specified effective
date) on a prospective basis a different Minimum Installment Amount by making a new
election under this section.
The Minimum Installment Amount shall be $ 100.00.
Effective date: April 1St 2011 _
S-6
8.1(c)(i) and (iii) MAXIMUMANNUAL NUMBER OFPARTIAL DISTRIBUTIONS PER
PLAN YEAR
Sections 8.1(c)(i) and (iii) of the Plan allow a Participant who is otherwise eligible for a
distribution under the Plan to elect to receive that distribution in a total or partial lump sum.
The Plan document states that, unless the Committee makes an election below, the maximum
number of partial lump sum distributions in a Plan Year may not exceed 12. The Plan
document refers to this amount as the "Maximum Annual Number of Partial Distributions. "
Sections 8.1(c)(i) and (iii) of the Plan allow the Committee to specify a different Maximum
Number of Partial Distributions per Plan Year by indicating a different limit below and by
indicating that such limit will apply to distributions made after the effective date specified
below. The Committee may, at a later time, indicate (as of a specified effective date) on a
prospective basis a different Maximum Number of Partial Distributions for a Plan Year by
making a new election under this section.
The Maximum Annual Number of Partial Distributions for each Plan Year
shall be 12.
Effective date: April 1 st 2011
8.1(e) DISTRIBUTION WAITING PERIOD
Section 8.1(c) of the Plan allows a Participant who is otherwise eligible for a distribution
under the Plan to elect to receive that distribution in a total or partial lump sum or in
installments. Section 8.1(e) of the Plan document also states that, unless the Committee
makes an election below, a distribution will be delayed for 45 days if the distribution would
result in the Participant having an account balance of less than $500. The Plan document
refers to this period as the "Distribution Waiting Period."
Section 8.1(e) of the Plan allows the Committee to sped a different Distribution Waiting
Period by indicating a different limit below and by indicating that such limit will apply to
distributions made after the effective date specified below. The Committee may also indicate
there is no Distribution Waiting Period by inserting the word "none" below. The Committee
may, at a later time, indicate (as of a specified effective date) on a prospective basis a different
Distribution Waiting Period for a Plan Year by making a new election under this Schedule A.
The Distribution Waiting Period shall be None days.
Effective date: April 1 st 2011 _
S-7