ACXIOM CORPORATION NON-QUALIFIED MATCHING CONTRIBUTION PLAN (Restated and Amended Effective January1, 2009) ACXIOM CORPORATION NON-QUALIFIED MATCHING CONTRIBUTION PLAN TABLE OF CONTENTS

ARTICLE 1

PURPOSE, DEFINITIONS AND CONSTRUCTION 

1

 

1.1

Purpose of the Plan 

1

 

1.2

Definitions 

1

 

1.3

Construction 

3

ARTICLE 2

ELIGIBILITY 

3

 

2.1

Eligibility Requirements 

3

 

2.2

Termination of Eligibility 

3

ARTICLE 3

CONTRIBUTIONS TO THE PLAN 

3

 

3.1

Participant Contributions 

3

 

3.2

Employer Discretionary Contributions 

3

 

3.3

Employer Matching Contributions 

3

 

3.4

Establishing of Account 

4

ARTICLE 4

ALLOCATION AND INVESTMENT 

4

 

4.1

Allocation 

4

 

4.2

Establishment of Trust 

4

 

4.3

Allocation of Investment Earnings 

4

ARTICLE 5

DETERMINATION OF PAYMENT OF ACCOUNT 

5

 

5.1

Vesting of Account 

5

 

5.2

Determination of Account 

5

 

5.3

Timing of Payment 

5

 

5.4

Unforeseeable Emergency 

6

 

5.5

In-Service Distribution 

6

 

5.6

Payment Election 

6

 

5.7

Distribution Delay for Specified Employees 

8

 

5.8

Beneficiaries 

8

ARTICLE 6

MISCELLANEOUS 

8

 

6.1

Administration of the Plan 

8

 

6.2

Claims 

8

 

6.3

Amendment of the Plan 

10

 

6.4

Termination of the Plan 

11

 

6.5

Withholding 

11

 

6.6

Domestic Relations Order 

11

 

6.7

Notices to Participants 

11

 

6.8

Non-Alienation 

12

 

6.9

Arbitration 

12

 

6.10

Law Governing 

12

 

6.11

Validity 

12

 

6.12

Status of Participants 

12

 

6.13

Effect on Successors in Interest 

12

(a)  

Account:  All amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.

(b)  

Account Balance:  At any time, the total of all amounts credited under the terms of the Plan to a Participant, the rights to which are determined under the Plan.

(c)  

Beneficiary:  The individual(s) and/or trust(s) entitled to receive benefits under the Plan upon the death of a Participant.

(d)  

Code:  The Internal Revenue Code of 1986, as it may be amended from time to time, including any successor.

(e)  

Compensation:  The total cash remuneration paid by the Employer during each Plan Year, as reported on Form W-2 or its subsequent equivalent, including bonuses, fees, commissions, amounts deferred under Code Sections 401(k) and 125, and amounts deferred under any other non-qualified program of salary reduction.  Compensation hereunder shall not be subject to any limitations applicable to tax qualified plans, such as pursuant to Code Section 401(a)(17) or 415.

(f)  

Disability:  A physical or mental condition of a Participant resulting from bodily injury, disease or mental disorder which renders him incapable of continuing his usual and customary employment with the Employer.  The determination of Disability shall be made by a licensed physician chosen by the Employer.

(g)  

Effective Date:  The original effective date was December 1, 1995.  This amended and restated plan is effective January 1, 2009.

(h)  

Eligible Employee:  A person employed by the Employer or by any member of a “controlled group” (as defined in Code Section 414(b)) or any entity under “common control” (as defined in Code Section 414(c)) who is a participant in the Non-Qualified Deferral Plan.

(i)  

Employer:  Acxiom Corporation, a corporation organized and existing under the laws of the State of Delaware, and any successor or successors.

(j)  

Non-Qualified Deferral Plan:  The Acxiom Corporation Non-Qualified Deferral Plan.

(k)  

Participant:  An Eligible Employee who has met the requirements of Section 2.1 hereof, and whose participation has not been terminated.

(l)  

Plan:  The Acxiom Corporation Non-Qualified Matching Contribution Plan, as set forth herein, and as it may be amended from time to time.

(m)  

Plan Year:  The twelve month period beginning on January 1 and ending on December 31 of each year.

(n)  

Retirement Savings Plan:  The Acxiom Corporation Retirement Savings Plan.

(o)  

Salary Reduction Contributions:  The amount the Employer contributes to the Non-Qualified Deferral Plan which represents a Participant’s elective deferral of compensation under that plan.

(p)  

Service:  The period of a Participant’s employment considered in the calculation of the vested amount of his benefits.  A Participant’s Service shall be determined in twelve (12) month periods, commencing with the twelve (12) month period that begins on his date of hire with the Employer, and thereafter based on Plan Years, including the Plan Year within which falls his date of hire.  During such twelve (12) month periods, a Year of Service will be granted if the Participant completes at least one thousand (1,000) Hours of Service.  An Hour of Service is each hour for which the Participant is paid by virtue of his employment with the Employer, including hours paid but not worked (other than hours for which payment is made or due under any plan maintained solely for the purpose of complying with applicable worker’s compensation, unemployment compensation or disability insurance laws), and including hours completed prior to the date he actually becomes a Participant hereunder.

(q)  

Specified Employee:  Any employee or former employee (including any deceased employee) who, as of the date of such person’s termination of employment from the Employer, was an officer having annual compensation greater than the adjusted limit specified in Code Section 416(i) ($160,000 for 2009), a five-percent owner of the Employer or a one-percent owner of the Employer having annual compensation of more than $150,000.  No more than 50 employees shall be treated as officers.  For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code.  The determination of who is a Specified Employee will be made in accordance with Code Sections 416(i) and 409A, including regulations and guidance issued thereunder.

(r)  

Trust:  The irrevocable trust agreement executed by the Employer in connection with this Plan which shall hold the amounts contributed to this Plan, and which shall provide that its assets shall be subject to the claims of the Employer’s creditors.

 

(a)

50% of the Participant’s Salary Reduction Contributions withheld under the Non-Qualified Deferral Plan plus the Participant’s Deferred Compensation withheld under the Retirement Savings Plan for such payroll period, which total shall not exceed six percent (6%) of the Participant’s total Compensation for the payroll period, minus

 

(b)

the matching contribution allocated to the Participant’s account under the Retirement Savings Plan on account of the amounts deferred under subsection (a).

Years of Service

With the Employer

Vested Percentage

1

2

3

4

5

6

 

(a)

Upon the termination of employment of the Participant on or after the first day of the month coincident with or next following the date on which the Participant attains age 65;

 

(b)

Upon a determination of Disability in accordance with Section 1.2(f) hereof while the Participant is employed by the Employer; or

 

(c)

Upon the Participant’s death while the Participant is employed by the Employer.

 

(a)

Termination of Employment.  A Participant is entitled to payment of his vested Account Balance following the termination of his employment status with the Employer.  The amount payable will be paid in the form elected by the Participant under Section 5.6.  Payment shall be made based on the Participant’s Account Balance as of the fifteenth day of the first full month following the month of the Participant’s termination.  Payment on account of termination of employment will be made or begin within 90 days of the termination of employment.

 

(b)

Fixed Time.  Effective for amounts that accrue and become earned and vested on or after January 1, 2005, a Participant may receive payment of benefits under the Plan for a Plan Year during the year and in the form specified by the Participant in his election under Section 5.6.  Fixed time distributions will be made on January 31 of the year elected by the Participant based on the Participant’s Account Balance as of the 15th day of such January.

 

(a)

Distribution Elections.  Except as provided in Section 5.6(b), distribution of the balance credited to a Participant’s Account (to the extent vested) shall be made based upon the Participant’s distribution election in accordance with Section 5.6(c) in one of the following forms as elected by the Participant:

 

(i)

a lump sum payment comprising a complete distribution of the vested balance credited to the Participant’s Account;

 

(b)

Grandfathered Elections.  With respect to amounts credited under the Plan that accrued and became vested and earned prior to January 1, 2005, a Participant or Beneficiary entitled to payment will receive, based on the Participant’s irrevocable election made prior to each Plan Year, a single lump sum payment in cash, equal annual installment payments over a period of years elected by the Participant and/or an equivalent annuity.  If an annuity is elected, it shall be purchased from a commercial insurer, based upon the single lump sum that would otherwise be paid, net of all costs of acquiring the annuity, in a form as available from such insurer, and based on the applicable market rates at that time.

 

Via written election not to become effective until the end of the Plan Year following the Plan Year in which the election is made, the Participant may change his election of the form of payment if the Participant has not terminated his employment and if the payments under the Plan are not due and ascertainable in amount as of the date of the election.  Notwithstanding the foregoing, an election executed by a Participant prior to his termination of employment may become effective after his termination of employment, in which case any distribution required to be made prior to the effective date of the new election will be made consistent with the original election and the changed election will apply to any portion of the Participant’s Account not distributed under the original election consistent with the changed election.

 

(c)

Non-Grandfathered Elections.  With respect to amounts credited under the Plan that accrue and become vested and earned after December 31, 2004, a Participant must elect the time of distribution pursuant to Section 5.3 and the form of distribution pursuant to Section 5.6(a), of his benefits for a particular Plan Year prior to the first day of that Plan Year, or within thirty (30) days of his initial entry into the Plan, if later.  All such elections shall remain in effect for all future Plan Years in which the Participant remains an Eligible Employee; however, the Participant may amend his election effective as of the first day of any subsequent Plan Year if the Participant executes such amendment prior to the first day of such Plan Year.

 

(d)

Change in Elections. Notwithstanding the foregoing, a Participant may alter the time or form of an election, but the change will not take effect until twelve (12) months after the date of the new election and the payment with respect to the changed election must be deferred for five years from the date such payment would otherwise have been first paid.  Further, in the case of distributions under Section 5.3(b), the change must be made at least 12 months prior to the first day of the payment.

5.7  

Distribution Delay for Specified Employees

6.2  

Claims

 

(i)

In general.  In any case in which a claim for Plan benefits of Claimant is denied or modified, the Employer will notify such person of its decision in writing.  Such notification will contain (a) specific reasons for the denial; (b) specific reference to pertinent plan provisions; (c) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary; and (d) information as to the Plan’s claim review procedure.  Such notification will be given within 90 days after the claim is received by the Employer (or within 180 days if special circumstances require an extension of time for processing the claim and if written notice of such extension and circumstances is given to such person within the initial 90-day period).  If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.

 

(ii)

Appeals.  Within 60 days after the date on which Claimant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which denial is considered to have occurred) such person (or his duly authorized representative) may (a) file a written request with the Employer for a review of his denied claim and of pertinent documents and (b) submit written issues and comments to the Employer.  The Employer will notify Claimant of its decision in writing.  Such notification will be written in a manner calculated to be understood by the Claimant and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions.  The decision on review will be made within 60 days after the request for review is received by the Employer (or within 120 days if special circumstances, such as an election by the Employer to hold a hearing, require an extension of time for processing the request, and if written notice of such extension and circumstances is given to such person within the initial 60-day period).  If the decision on review is not made within such period, the claim will be considered denied.

 

(b)

Disability Claims.  If a claim for benefit is based on the Participant’s Disability, the claim will be processed as specified in Section 6.2(a), except that the following additional rules shall apply:

 

(i)

Notice of Decision.  The Employer will notify the Claimant of his decision within 45 days of receipt of the claim.  The 45-day period may be extended for an additional 30 days if the extension is necessary due to matters beyond the Employer’s control, and the Employer notifies the Claimant prior to the expiration of the initial 45-day period of the circumstances requiring the extension and the date by which the Employer expects to render a decision.  The 30-day extension period can be extended for a second period of 30 days due to matters beyond the Employer’s control, provided the Employer again notifies the Claimant prior to the expiration of the first extension period in the same manner as the first extension.  If the Claimant is asked to provide additional information so that the claim can be processed, the Claimant will have 45 days to provide the additional information.  In the case of an adverse determination with respect to a claim, if an internal rule, guideline, protocol or other similar criterion was relied upon in making the decision the Employer will notify the Claimant of such reliance and that a copy of such rule, guideline, protocol or other criterion will be provided free of charge to the Claimant upon written request.

 

(ii)

Review Procedures.  A Claimant will have 180 days following the receipt of an adverse determination involving a Disability benefit to request a review of the determination.  If a review of the adverse decision is requested, the following shall apply:

 

(A)

No deference will be given to the initial decision and the review will be conducted by an appropriate individual who is neither the individual who made the initial decision nor a subordinate of that individual.

 

(B)

If the initial decision was based in whole or in part on a medical judgment, the appropriate individual will consult with a health care professional who has the appropriate training and experience in the field of medicine involved in the medical judgment.

 

(C)

The Employer will provide to the Claimant the identity of the medical or vocational experts whose advice was obtained on behalf of the Plan in connection with the adverse determination, without regard to whether the advice was relied on in making the determination.

 

(D)

Any health care professional engaged for purposes of reviewing the initial decision will be an individual who is neither an individual who was consulted in connection with the initial decision, nor a subordinate of that individual.

 

(E)

The Employer shall notify the Claimant of his decision on review within 45 days after the request for review is received, or within 90 days if special circumstances require an extension of time, the Claimant is given written notice of the extension with the first 45-day period, and the notice describes the special circumstances and indicates the date a decision is expected to be made.

(a)  

Corporate Dissolution or Bankruptcy.  If termination of the Plan is due to corporate dissolution or bankruptcy, the Employer may make an accelerated payment as allowed under Section 409A of the Code upon the later of the calendar year the Plan terminates, or the first calendar year in which payment is administratively practicable;

(b)  

Change in Control.  If termination of the Plan is due to a change in control, as defined by Code Section 409A and the guidance thereunder, the Employer may make distributions during the period beginning 30 days prior to and ending 12 months following the change in control event; or

(c)  

Termination in the Ordinary Course.  If the Employer terminates the Plan along with all other programs that would be aggregated with the Plan as provided in Code Section 409A and the guidance thereunder, and this termination is not proximate to a downturn in the financial health of the Employer, the Employer may make distributions no earlier than 12 months after and no later than 24 months after the termination of the Plan.  Under this scenario, the Employer shall not adopt a new plan that would be aggregated with the Plan within three years after the termination.

 Secretary   Catherine L. Hughes