Nuveen Investments, LLC Employees' Retirement Plan (Amended and Restated as of January 1, 2007)
This agreement outlines the Nuveen Investments, LLC Employees' Retirement Plan, as amended and restated effective January 1, 2007. The plan provides retirement benefits for eligible employees of Nuveen Investments, LLC and its affiliated companies. It details eligibility, benefit calculations, forms of payment, death and disability benefits, plan administration, funding, and amendment procedures. The plan also includes provisions for vesting, beneficiary designation, and compliance with applicable laws. Participation and benefit accruals were frozen as of March 24, 2003, but the plan continues to govern benefits for eligible employees.
ARTICLE I. THE PLAN | 1 | |||||||
Section 1.1. | Name | 1 | ||||||
Section 1.2. | Purpose | 1 | ||||||
ARTICLE II. DEFINITIONS | 1 | |||||||
Section 2.1. | Actuarial or Actuarially Equivalent | 1 | ||||||
Section 2.2. | Affiliated Company | 2 | ||||||
Section 2.3. | Average Monthly Compensation | 2 | ||||||
Section 2.4. | Basic Pension | 2 | ||||||
Section 2.5. | Beneficiary | 2 | ||||||
Section 2.6. | Code | 2 | ||||||
Section 2.7. | Committee or Retirement Plan Committee | 2 | ||||||
Section 2.8. | Company | 3 | ||||||
Section 2.9. | Compensation | 3 | ||||||
Section 2.10. | Disabled | 4 | ||||||
Section 2.11. | Effective Date | 4 | ||||||
Section 2.12. | Employee | 4 | ||||||
Section 2.13. | Employer | 5 | ||||||
Section 2.14. | ERISA | 6 | ||||||
Section 2.15. | Highly-Compensated Employee | 6 | ||||||
Section 2.16. | Participant | 6 | ||||||
Section 2.17. | Plan Year | 6 | ||||||
Section 2.18. | Primary Social Security Benefit | 6 | ||||||
Section 2.19. | Retired Participant | 7 | ||||||
Section 2.20. | Retirement Age | 7 | ||||||
Section 2.21. | Retirement Benefit | 8 | ||||||
Section 2.22. | Retirement Date | 8 | ||||||
Section 2.23. | Service definitions | 10 | ||||||
Section 2.24. | Social Security Retirement Age | 19 | ||||||
Section 2.25. | Spouse | 19 | ||||||
Section 2.26. | Surviving Spouse" | 19 | ||||||
Section 2.27. | Top-Heavy Plan Definitions | 20 | ||||||
Section 2.28. | Trust Fund | 22 | ||||||
Section 2.29. | Trust | 22 | ||||||
Section 2.30. | Trustee | 22 | ||||||
Section 2.31. | Gender and Number | 22 | ||||||
ARTICLE III. ELIGIBILITY AND PARTICIPATION | 23 | |||||||
Section 3.1. | Date of Participation | 23 | ||||||
Section 3.2. | Duration | 24 | ||||||
Section 3.3. | Freezing of Participation and Benefit Accrual Effective as of March 24, 2003 | 24 | ||||||
ARTICLE IV. BENEFITS | 25 | |||||||
Section 4.1. | Normal Retirement Benefits | 25 | ||||||
Section 4.2. | Early Retirement Benefits | 28 |
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Section 4.3. | Postponed Retirement Benefits | 30 | ||||||
Section 4.4. | Disability Retirement Benefits | 31 | ||||||
Section 4.5. | Deferred Vested Retirement Benefits | 32 | ||||||
Section 4.6. | Full Career Retirement Benefits | 34 | ||||||
Section 4.7. | Automatic Postretirement (Joint and Survivor) Surviving Spouse Benefits | 35 | ||||||
Section 4.8. | Maximum Annual Benefits | 40 | ||||||
Section 4.9. | Optional Forms of Settlement | 44 | ||||||
Section 4.10. | Rules Regarding Options | 47 | ||||||
Section 4.11. | Vested Benefits | 48 | ||||||
Section 4.12. | Suspension of Benefit Rules | 50 | ||||||
Section 4.13. | Designation of Beneficiary | 50 | ||||||
Section 4.14. | Direct Rollovers | 52 | ||||||
ARTICLE V. DEATH BENEFITS | 53 | |||||||
Section 5.1. | Death Benefit | 53 | ||||||
Section 5.2. | Death of a Married, Vested Participant Prior to Commencement of Benefits | 53 | ||||||
Section 5.3. | Death After Retirement | 56 | ||||||
ARTICLE VI. NONALIENATION OF BENEFITS | 56 | |||||||
ARTICLE VII. ADMINISTRATION | 56 | |||||||
Section 7.1. | Plan Administrator and Fiduciary | 56 | ||||||
Section 7.2. | Compensation and Expenses | 57 | ||||||
Section 7.3. | Manner of Action | 57 | ||||||
Section 7.4. | Chairman, Secretary and Employment of Specialists | 57 | ||||||
Section 7.5. | Records | 58 | ||||||
Section 7.6. | Rules | 58 | ||||||
Section 7.7. | Administration | 58 | ||||||
Section 7.8. | Claims Review; Appeals | 60 | ||||||
Section 7.9. | Notice of Address | 64 | ||||||
Section 7.10. | Data | 64 | ||||||
Section 7.11. | Individual Liability | 64 | ||||||
Section 7.12. | Facility of Payment | 65 | ||||||
Section 7.13. | No Enlargement of Employee Rights | 65 | ||||||
ARTICLE VIII. FINANCING | 66 | |||||||
Section 8.1. | Funding | 66 | ||||||
Section 8.2. | Company Contributions | 66 | ||||||
Section 8.3. | Nonreversion | 67 | ||||||
ARTICLE IX. AMENDMENT AND TERMINATION | 67 | |||||||
Section 9.1. | Amendment and Termination | 67 | ||||||
Section 9.2. | Distribution on Termination | 68 |
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Section 9.3. | Effect of Bankruptcy or Other Contingencies Affecting the Company | 72 | ||||||
Section 9.4. | Merger or Consolidation of Plan | 73 | ||||||
Section 9.5. | Employees of Acquired Businesses | 73 | ||||||
ARTICLE X. TEMPORARY RESTRICTIONS ON BENEFITS | 74 | |||||||
ARTICLE XI. APPLICABLE LAW | 74 | |||||||
ARTICLE XII. ADOPTION AND WITHDRAWAL OF AFFILIATED COMPANY | 75 | |||||||
Section 12.1. | Adoption | 75 | ||||||
Section 12.2. | Withdrawal | 75 | ||||||
ARTICLE XIII. TOP-HEAVY PLAN PROVISIONS | 76 | |||||||
Section 13.1. | Minimum Vesting Requirements | 76 | ||||||
Section 13.2. | Minimum Benefit | 76 | ||||||
APPENDIX A | 80 |
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(As amended and restated effective January 1, 2007)
(a) | one-twelfth of a Participants average annualized Compensation during the five (5) consecutive calendar years of highest annual Compensation in the ten (10) consecutive calendar years prior to the earliest of (i) his Normal Retirement Date, (ii) his actual Retirement Date, (iii) the date on which his Continuous Service is terminated because of a Break In Service, (iv) April 1, 2014; or (v) termination of the Plan; or | ||
(b) | the average monthly Compensation during the sixty (60) calendar months ending immediately prior to the earliest of (i), (ii), (iii), (iv), or (v) in (a) above. |
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(a) | The total remuneration, exclusive of bonuses and commissions (whether paid annually or quarterly) and of overtime, payable to an Employee for personal services rendered to an Employer during his employment which is subject to withholding for federal income tax purposes. Compensation shall also include any amount that is contributed by the Employer under a salary reduction agreement and that is not includible in the gross income of the Participant under a cafeteria plan maintained under Section 125 of the Code, and any elective reductions in remuneration for qualified transportation benefits within the meaning of Section 132(f) of the Code. The fact that another Affiliated Company provides payroll services for an Employer through a common paymaster or similar relationship shall not cause any amounts described in this paragraph to fail to be treated as Compensation, if they would otherwise be Compensation. Notwithstanding the foregoing, if a Participant is transferred, or has reporting responsibility, to an Affiliated Company which is not an Employer, his remuneration from the Affiliated Company shall be treated as Compensation for purposes of Benefit calculations under Article IV. | ||
(b) | Effective January 1, 2007, not more than $225,000 of Compensation will be taken into account for any Participant in any Plan Year, with this limit to be adjusted for each Plan Year under Section 401(a)(17) of the Code. Also effective January 1, 2002, for purposes of determining benefit accruals in a Plan Year beginning after December 31, 2001, Compensation for any prior Plan Year up to $200,000, may be taken into account. |
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(c) | For purposes of Section 2.27 and Article XIII of this Plan, and in accordance with Code Section 416(i)(1)(D), Compensation of a Key Employee means compensation determined under Code Section 415(c)(3). |
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(a) | was a five-percent (5%) owner, as defined in Code Section 414(q)(2), during the current or prior Plan Year; or | ||
(b) | for the preceding Plan Year: |
(i) | had compensation (as defined in Code Section 415(c)(3)) from the Employer of more than $100,000 (for the look-back year 2007) (as adjusted under Code Section 414(q)); and | ||
(ii) | was in the top-paid group of Employees for the preceding Plan Year. |
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(a) | For a Participant entitled to a Normal Retirement Benefit, on the basis of the Federal Social Security Act as in effect at his Normal Retirement Age; or | ||
(b) | For a Participant entitled to an Early Retirement Benefit, or a Deferred Vested Retirement Benefit, or a Disability Retirement Benefit, or a Full Career Retirement Benefit, on the basis of the Federal Social Security Act as in effect at the time of his termination of employment with an Employer and all Affiliated Companies and assuming that he will have no further employment and no further earnings after the date of such termination of employment. |
(a) | Normal Retirement Age means age 65. | ||
(b) | Early Retirement Age means age 55 or later (but before age 65), provided the Participant has completed 15 years of Continuous Service. |
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(c) | Disability Retirement Age means a Participants age as of which he is determined to have become Disabled, but not later than his Normal Retirement Age. | ||
(d) | Vested Retirement Age means a Participants age when he has retired after completing five years or more of Continuous Service. | ||
(e) | Deferred Vested Retirement Age means a Participants age on his Deferred Vested Retirement Date. | ||
(f) | Full Career Retirement Age means a Participants age when his age plus his years of Continuous Service equals 90. |
(a) | Normal Retirement Date means the first day of the calendar month coincident with or next following the date a Participant attains his Normal Retirement Age. | ||
(b) | Postponed Retirement Date means the first day of the calendar month coincident with or next following the date a Participant, whose Continuous Service has continued after his Normal Retirement Age, actually retires and his Continuous Service terminates. Notwithstanding the previous sentence, the Postponed Retirement Date of a Participant who is a 5% Owner must be no later than the April 1 of the calendar year following the calendar year in which the Participant attains age 701/2, even if he is still employed. |
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(c) | Early Retirement Date means the first day of the calendar month coincident with or next following the date a Participants Continuous Service terminates because of retirement on or after attainment of his Early Retirement Age, but before his attainment of Normal Retirement Age. | ||
(d) | Disability Retirement Date means the first day of the calendar month coincident with or next following the date a Participants Continuous Service terminates because he became Disabled prior to reaching his Normal Retirement Age. In the event a Participant becomes Disabled, he shall, for purposes of computing his Retirement Benefits under Article IV, be deemed to be in the Continuous Service of the Employer so long as such Disability continues (as if he were on an approved leave of absence) until the first to occur of: |
(i) | Normal Retirement Age; | ||
(ii) | retirement on or after his Early Retirement Age; | ||
(iii) | the date he is no longer Disabled; or | ||
(iv) | death. |
(e) | Deferred Vested Retirement Date means, for a Participant whose Continuous Service terminates after he has attained his Vested Retirement Age for reasons other than Normal or Early Retirement, Disability or Death, the first day of any calendar month coincident with or next following his 55th birthday as of which he makes application for a Deferred Vested Retirement Benefit, but in no event later than the first day |
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of the calendar month coincident with or next following his Normal Retirement Age. | |||
(f) | Full Career Retirement Date means the first day of the calendar month coincident with or next following the date a Participants Continuous Service terminates because of his Early Retirement on or after the date he has attained his Full Career Retirement Age, but before his Normal Retirement Age. |
(a) | Hours of Service means for an Employee or Participant, any of the following: |
(i) | each hour for which he is paid or entitled to payment for the performance of duties for an Employer; | ||
(ii) | each hour for which he performed no duties for an Employer (regardless of whether the employment relationship had terminated) by reason of vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or leave of absence but for which he is directly or indirectly paid or entitled to payment by an Employer (excluding, however, payments made solely as reimbursement for medical or medically-related expenses or solely for the purpose of complying with applicable workers compensation, unemployment compensation or disability insurance laws), but an individual will not be credited with more than 501 Hours of Service under this paragraph for any single |
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continuous period during which he performed no duties for an Employer; | |||
(iii) | each hour for which back pay, irrespective of mitigation of damages, has been awarded to the Employee or Participant or agreed to by an Employer; and | ||
(iv) | each hour which would normally have been credited as an Hour of Service except that the individual was absent from work because of her pregnancy, the birth of his or her child, the placement of a child with him or her following adoption, or caring for his or her child immediately following such birth or placement; provided, however, that Hours of Service will be credited under this paragraph only to the extent that (after counting Hours of Service already credited under paragraphs (i)-(iii)) credit under this paragraph is necessary to prevent the Employee or Participant from having a Break In Service. |
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(b) | Continuous Service means an Employees last continuous period of employment with an Employer and any Affiliated Company, determined in accordance with reasonable and uniform standards and policies adopted by the Employer from time to time, which standards and policies shall be consistently observed; provided, however, that: |
(i) | Continuous Service shall be determined in completed full years and completed fractions of years in excess of completed full years, each full 12 months of continuous service constituting a completed full year of Continuous Service and any full month of continuous service in excess of the completed full years constituting a fractional one-twelfth of a year of Continuous Service. | ||
(ii) | An Employee shall receive credit for one full year of Continuous Service for any Plan Year during which he has at least 1,000 Hours of Service, except that service in a Plan Year prior to the Plan Year in which the Employee attained age 18 shall be disregarded. Notwithstanding the preceding sentence, if an Employee has fewer than 1,000 Hours of Service for any Plan Year, he shall receive credit for Continuous Service for that Plan Year at the rate of one month for each full 190 Hours of Service he has during the Plan |
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Year, but only if his customary employment is at the rate of at least 1,000 Hours of Service for that Plan Year. | |||
(iii) | Continuous Service shall not be deemed to have been broken: |
(A) | During such period as an Employee is receiving credit for Hours of Service under Section 2.23(a)(ii)-(iv) while on leave, vacation, holiday, jury duty, lay off, or while in the military service. | ||
(B) | During any Plan Year in which an Employee has more than 500 Hours of Service. |
(iv) | If an Employee who has had a Break In Service is subsequently reemployed by an Employer as an Employee, he shall be considered a new Employee for purposes of the Plan, except: |
(A) | If at such Break In Service he became eligible for a benefit under Article IV hereof, the Continuous Service (and Credited Service) he had at the commencement of such Break In Service shall be reinstated upon his reemployment as provided in Article IV hereof. | ||
(B) | If he is reemployed before at least 12 months have elapsed after such Break In Service, the Continuous Service (and Credited Service) he had at the commencement of such Break In Service shall be reinstated upon his reemployment. |
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(C) | If neither (A) nor (B) above is applicable, and if the period between such Break In Service and his reemployment does not equal or exceed the greater of five (5) years or the number of years of Continuous Service he had at such Break In Service, and he is reemployed for a period of 12 months during which he completes at least 1,000 Hours of Service, the Continuous Service (and Credited Service) he had at such Break In Service shall be reinstated after such reemployment. |
If such prior Continuous Service (and Credited Service) is reinstated, the Employee shall commence to participate in the Plan again on the date he performs his first Hour of Service for an Employer after his reemployment. | |||
(v) | After March 31, 2014, Continuous Service shall continue to be calculated and credited for all purposes under the Plan, except that such calculation and crediting of Continuous Service shall not operate to increase the amount of a Participants Basic Pension in excess of the amount calculated as of March 31, 2014. |
(c) | Break In Service means a Plan Year in which the Participant is credited with fewer than 501 Hours of Service. | ||
(d) | Credited Service means a Participants Hours of Service for which he receives credit for purposes of the Plan, as follows: |
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(i) | For any Hours of Service after October l, 1949 and prior to January 1, 1975, his Hours of Service included in determining his Continuous Service after October l, 1949 and before January 1, 1975 shall be reduced by: |
(A) | Any Hours of Service completed before age 21. | ||
(B) | Any Hours of Service completed after the Normal Retirement Age; provided however that if a Participant has at least one Hour of Service after December 31, 1987, the Participants Continuous Service shall not be reduced for any Hours of Service completed after his Normal Retirement Age. | ||
(C) | Any remaining Hours of Service which did not qualify for Credited Service under the Plan as it existed on the date immediately prior to January 1, 1975. |
(ii) | For any Hours of Service on or after January 1, 1975, his Hours of Service included in determining his Continuous Service after December 31, 1974 shall be reduced by: |
(A) | Any Hours of Service completed before age 21. | ||
(B) | Any Hours of Service completed after the Normal Retirement Age; provided however that if a Participant has at least one Hour of Service after December 31, 1987, the Participants Continuous Service shall not be reduced for |
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any Hours of Service completed after his Normal Retirement Age. | |||
(C) | Any remaining Hours of Service during which he was on any leave of absence or lay off, as provided in Section 2.23(a)(ii), other than, effective January 1, 1995, an approved leave of absence; provided however that, to the extent provided by law, the Hours of Service of any Participant who was on military leave shall not be reduced. |
(iii) | Credited Service shall be computed annually for each Participant on the basis of Hours of Service in each Plan Year which remain after the reductions in (i) and (ii) above. A Participant shall receive credit for one full year of Credited Service for any Plan Year during which he has at least 1,800 Hours of Service remaining after such reductions. If a Participant has less than 1,800 Hours of Service remaining for any Plan Year, he shall receive credit for Credited Service at the rate of one month for each full 190 Hours of Service. | ||
(iv) | In no event shall a Participant be credited with more than 35 years of Credited Service. | ||
(v) | Notwithstanding any other Plan provision, Credited Service shall not include any service after March 31, 2014. |
(e) | Other Service Credits. For purposes of determining Hours of Service, Continuous Service and Credited Service, an Employee who was |
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employed on January 1, 1975 shall receive credit as herein provided for employment: |
(i) | During the period October l, 1949 to September 30, 1969 by John Nuveen & Co., a partnership, John Nuveen & Co., a Delaware corporation, and Nuveen Corporation, predecessor entities of the Company. | ||
(ii) | During the period October l, 1949 to March 22, 1974, by Investors Diversified Services, Inc., parent of the Company immediately prior to March 22, 1974 and sponsor of the predecessor retirement plan to this Plan. |
(f) | From time to time the Company may make acquisitions of other businesses and in the contracts effecting such acquisitions may provide for crediting employees of such other businesses who become Employees with Hours of Service, Continuous Service or Credited Service for periods prior to the date they became Employees. The Committee is authorized and directed to provide for such service credits for such Employees, according to the relevant contract provisions, as if such contract provisions were included in this Plan, and the Committee may set forth such provisions for a group of Employees in a Schedule which will form a part of this Plan. | ||
(g) | Leased Employees. If a Leased Employee becomes an Employee, his service with the Company or an Affiliated Company while a Leased Employee shall be included for purposes of computing his Hours of |
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Service and Continuous Service under the Plan, to the same extent as actual service with the Company or an Affiliated Company. | |||
Leased Employee means any person (other than a common-law employee of the Company or an Affiliated Company) who, under an agreement between the Company or an Affiliated Company and any other person (the leasing organization), has performed services for the Company or an Affiliated Company (or for such entity and related persons (determined in accordance with Code Section 414(n)(6))) on a substantially full-time basis for a period of at least one year, provided that the services are performed under the primary direction or control of the Company or an Affiliated Company. | |||
The term Leased Employee will not include any person who would otherwise be described in this Section, if (i) the person is covered by a money purchase pension plan providing (A) a nonintegrated employer contribution rate of at least 10% of compensation, as defined in Code Section 415(c)(3), but including amounts contributed in accordance with a salary reduction agreement that are excludable from the persons gross income under Code Section 125, 402(e)(3), 402(h), or 403(b), (B) immediate participation, and (C) full and immediate vesting; and (ii) Leased Employees do not constitute more than 20% of the workforce of the Company or an Affiliated Company who are non-Highly-Compensated Employees. |
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(h) | Qualified Military Service. For purposes of determining Hours of Service, Continuous Service and Credited Service, an Employee shall receive credit for qualified military service in accordance with the requirements of Code Section 414(u) and any Treasury Regulations or other official guidance issued under that Section. |
Section 2.24. | Social Security Retirement Age means the age at which a Participant is entitled to receive his full, unreduced Social Security benefit, determined as follows: |
Year Participant | Social Security | |||
Attains Age 62 | Retirement Age | |||
Before 2000 | 65 | |||
After 1999 and before 2017 | 66 | |||
After 2016 | 67 |
Section 2.25. | Spouse means an individual that is a Participants spouse for purposes of the Code. |
Section 2.26. | Surviving Spouse means (a) the widow or widower of a deceased Participant who was married to the Participant throughout the one-year period immediately preceding the earlier of the Participants Retirement Date or the date of the Participants death or (b) the widow or widower of a deceased Participant who married the Participant within one year preceding the Participants Retirement Date and was married to the Participant for at least a one-year period ending on or before the date of the Participants death. A former spouse will be treated as a Spouse to the extent required under a Qualified Domestic Relations Order, as described in Code Section 414(p) and ERISA Section 206(d)(3). |
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Section 2.27. | Top-Heavy Plan Definitions: |
(a) | Top-Heavy Plan or Top-Heavy means the Plan if, as of the Determination Date, the present value of the accrued benefits of Key Employees under the Plan exceeds 60% of the present value of the accrued benefits of all Participants under the Plan, as determined in accordance with the provisions of Section 4l6(g) of the Code. The determination of whether the Plan is Top-Heavy shall be made after aggregating all the Required Aggregation Group and after aggregating the Permissive Aggregation Group. The Plan is Super Top-Heavy if, as of the Determination Date, the Plan would meet the test specified above for being a Top-Heavy Plan if 90% were substituted for 60% in each place it appears in this subsection. For purposes of this Section, the present values of accrued benefits and the amounts of account balances of an Employee as of the Determination Date shall be increased by the distributions made to the Employee under the Plan and any Plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan, which had not been terminated would have aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation of service, death or Disability, this provision shall be applied by substituting five-year period for one-year period. For the purposes of this Section, the terms Employee and Key |
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Employee shall not include any individual who has not performed services for the Employer during the one-year period ending on the Determination Date. | |||
(b) | Determination Date means, for purposes of determining whether the Plan is Top-Heavy for a particular Plan Year, the last day of the preceding Plan Year. | ||
(c) | Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. | ||
(d) | Non-Key Employee means any Participant (including any Beneficiary of such Participant) who is not a Key Employee. | ||
(e) | For purposes of this Section and Article XIII, the terms Required Aggregation Group and Permissive Aggregation Group have the following meanings: |
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(i) | Required Aggregation Group means a group of plans consisting of (A) each plan of the Company in which a Key Employee is a participant, and (B) each other plan of the Company which enables any plan described in (A) to meet the requirements of Code Section 401(a)(4) or 410; and | ||
(ii) | Permissive Aggregation Group means the Required Aggregation Group described in (i) plus any other plan of the Company not required to be included in the Required Aggregation Group, but which is designated by the Company as being part of such group if such group would continue to meet the requirements of Code Sections 401(a)(4) and 410 with such plan being taken into account. |
Section 2.28. | Trust Fund means the assets held under any trust forming a part of the Plan. |
Section 2.29. | Trust means any trust established to receive, hold, invest and dispose of any part of the Trust Fund. |
Section 2.30. | Trustee means the individuals, or individual, or corporate fiduciary, or combination thereof, acting as trustee under the Trust at any time of reference. |
Section 2.31. | Gender and Number. Except when otherwise indicated by the context, any masculine terminology herein shall also include the feminine and neuter, and the definition of any term herein in the singular may also include the plural. |
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Section 3.1. | Date of Participation. |
Each Employee who was a Participant in the Plan on December 31, 2006 will continue to be a Participant. |
Section 3.2. | Duration. An Employee who becomes a Participant shall remain a Participant until he has a Break In Service, and also shall continue to be treated as a Participant thereafter for as long as he is entitled to receive any benefits hereunder. If he has a Break In Service before becoming entitled to receive any benefits hereunder, such Employee shall cease to be a Participant unless and until he again becomes eligible to become a Participant in accordance with the provisions of Sections 2.23(b)(iv) and 3.l. |
Section 3.3. | Freezing of Participation and Benefit Accrual Effective as of March 24, 2003. The following provisions of this Section 3.3 shall supersede any provision of the Plan to the contrary: |
(a) | No Employee who was not previously a Participant on or before March 24, 2003 shall be eligible to become a Participant in the Plan after March 24, 2003. | ||
(b) | A former Participant who is reemployed after March 24, 2003, shall not be eligible to become a Participant again unless, upon reemployment, he would be eligible to receive restoration of his Continuous Service under Section 4.11. In the case of such a rehired former Participant, the rules of Sections 2.23(b), 3.1, 3.2 and 4.11 shall apply; provided, however, that such a rehired former Participants shall not be credited with Credited |
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Service with respect to any period following his rehire, so that he shall not accrue any additional benefit under the Plan with respect to service after such rehire. | |||
(c) | A Participant who is not described in paragraph (b) above who: (i) ceased to be an Employee on or before March 24, 2003; (ii) had an accrued benefit under the Plan at the time of employment termination but did not receive a full distribution of that benefit prior to reemployment and therefore remained a Participant pursuant to Section 3.2; and (iii) is reemployed after March 24, 2003, shall remain a Participant following his rehire in accordance with Plan terms; provided, however, that such rehired Participant shall not be credited with Credited Service with respect to any period following his rehire, so that he shall not accrue any additional benefit under the Plan with respect to service after such rehire. |
Section 4.1. | Normal Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Normal Retirement Date shall have a nonforfeitable right to receive a Normal Retirement Benefit as described in this Section. | ||
(b) | Amount. The amount of a Participants Normal Retirement Benefit will be either (x) or (y), whichever is applicable, except that the Normal Retirement Benefit for any Participant described in (z) will be the greater of (x) or (y) (whichever is applicable) or (z). |
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(x) Participants with Credited Service that includes Hours of Service during the period October l, 1949 to September 30, 1969 with the Company or a predecessor entity described in Section 2.23(e)(i) shall be entitled to a monthly Retirement Benefit equal to: |
(i) | An amount computed by multiplying the number of his years of Credited Service accumulated during the period October l, 1949 to September 30, 1969 by l% of his Average Monthly Compensation; plus | ||
(ii) | An amount computed by multiplying the number of years of Credited Service accumulated subsequent to September 30, 1969 by l-1/2% of his Average Monthly Compensation; minus | ||
(iii) | 1-1/2% of the Primary Social Security Benefit to which he is entitled at age 65 (even if his Social Security Retirement Age is not 65) multiplied by the number of years of his Credited Service accumulated after January l, 1975, but not to exceed 50% of such Primary Social Security Benefit. |
(y) Participants not described in (x) shall be entitled to a monthly Retirement Benefit equal to: |
(i) | An amount computed by multiplying the number of years of Credited Service by l-1/2% of his Average Monthly Compensation; minus | ||
(ii) | l-1/2% of the Primary Social Security Benefit to which he is entitled at age 65 (even if his Social Security Retirement Age is not 65) |
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multiplied by the number of years of his Credited Service accumulated after January l, 1975, but not to exceed 50% of such Primary Social Security Benefit. |
(z) A Participant who had Compensation in any Plan Year which exceeds the limits in Section 2.9 shall be entitled to a monthly Retirement Benefit equal to the greatest of: |
(i) | the amount determined under (x) or (y), as applicable, calculated using his Credited Service through December 31, 1993 and the definition of Compensation in Section 2.9 applicable through that date plus the amount determined under (y) using his Credited Service after December 31, 1993 and the definition of Compensation in Section 2.9 applicable after that date; | ||
(ii) | his Normal Retirement Benefit under (x) or (y), as applicable, calculated using his Credited Service through December 31, 1988 and the definition of Compensation under Section 2.9 applicable through that date, plus the amount determined under (y) using his Credited Service for the period January 1, 1989 - December 31, 1993 and the definition of Compensation in Section 2.9 applicable for that period, plus the amount determined under (y), using his Credited Service after December 31, 1993 and the definition of Compensation in Section 2.9 applicable after that date; or | ||
(iii) | the amount determined under (x) or (y), as applicable, calculated using all the Participants Credited Service through the calculation |
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date, and applying the limit on Compensation under Section 2.9 applicable to Plan Years beginning after December 31, 1993 to all Plan Years. |
(c) | Commencement and Duration. Monthly Normal Retirement Benefit payments shall begin as soon as practicable after the Participants application for benefits on or after such Retired Participants Normal Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during the Participants lifetime, provided, however, if he is reemployed as an Employee, his benefit payments shall be suspended and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service he had at his Normal Retirement Date reinstated. Upon his subsequent retirement, his eligibility for a benefit and the amount of the benefit shall be determined, calculated and paid as if he were then first retired, based upon such reinstated Continuous Service and Credited Service, plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12. |
Section 4.2. | Early Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Early Retirement Date shall be eligible to receive an Early Retirement Benefit as described in this Section. Such a Participant, in lieu of an Early Retirement Benefit, may |
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elect a Deferred Vested Retirement Benefit as described in Section 4.5 at a date subsequent to his Early Retirement Age. | |||
(b) | Amount. A Retired Participant who is eligible to receive an Early Retirement Benefit pursuant to paragraph (a) above, shall be entitled to receive a monthly Early Retirement Benefit beginning at his Early Retirement Date equal to an amount computed in the same manner as his Normal Retirement Benefit under Section 4.l hereof, based upon the provisions of the Plan as in effect as of the Early Retirement Date and using for benefit calculation purposes the Retired Participants Credited Service and Average Monthly Compensation at his Early Retirement Date. This amount shall then be reduced by the percentage thereof set forth in the table below opposite the age of the Retired Participant on his Early Retirement Date: |
Percentage | ||||
Age | Reduction | |||
64 | 3 | % | ||
63 | 6 | % | ||
62 | 9 | % | ||
61 | 12 | % | ||
60 | 15 | % | ||
59 | 21 | % | ||
58 | 27 | % | ||
57 | 33 | % | ||
56 | 39 | % | ||
55 | 45 | % |
(Reductions for intermediate ages shall be applied by straight line interpolation in the above table.) |
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(c) | Commencement and Duration. Monthly Early Retirement Benefit payments shall begin as soon as practicable after the Participants application for benefits on or after such Retired Participants Early Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during his lifetime; provided, however, if he is reemployed as an Employee, his benefit payments shall be discontinued and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service he had at the time of his retirement reinstated. Upon his subsequent retirement, his eligibility for a benefit and the amount of the benefit shall be determined, calculated and paid as if he were then first retired based upon such reinstated Continuous Service and Credited Service plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12. |
Section 4.3. | Postponed Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Postponed Retirement Date shall be eligible to receive a Postponed Retirement Benefit, as described in this Section. | ||
(b) | Amount. The Postponed Retirement Benefit shall be an amount computed in the same manner as a Normal Retirement Benefit under Section 4.1, but using the Participants Credited Service and Average Monthly Compensation as of his Postponed Retirement Date. If a Participant elects to defer payment as provided for in the last sentence of Section 2.22(b), |
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his Postponed Retirement Benefit as of any date after the later of the Effective Date or the April 1 following the end of the Plan Year in which he reached age 70-1/2 shall be the greater of (i) his Postponed Retirement Benefit calculated under the preceding sentence and (ii) his Postponed Retirement Benefit calculated under the preceding sentence as of the date one year earlier, then actuarially increased to the present date, using the factors in paragraph (A) of Appendix A. | |||
(c) | Commencement and Duration. Monthly Postponed Retirement Benefit payments shall begin as soon as practicable after the Participants application for benefits on or after such Retired Participants Postponed Retirement Date, and shall be paid monthly thereafter as of the first day of each succeeding month during his lifetime. |
Section 4.4. | Disability Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Disability Retirement Date shall be eligible to receive a Disability Retirement Benefit as described in this Section. | ||
(b) | Amount. The Disabled Participant who is eligible to receive a Disability Retirement Benefit pursuant to paragraph (a) above shall be entitled to receive a monthly Disability Retirement Benefit beginning at his Normal Retirement Date (unless he elects an Early Retirement Benefit) of an amount computed in the same manner as a Normal Retirement Benefit under Section 4.l, based upon the provisions of the Plan as in effect at his Disability Retirement Age and based upon his Average Monthly |
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Compensation as of the date on which he became Disabled, and on his Credited Service at his Normal Retirement Date assuming his Continuous Service continued and he received credit for Credited Service until his Normal Retirement Date. If a Participant ceases to be Disabled prior to his Normal Retirement Age (for any reason except death) but he is not reemployed as an Employee within thirty (30) days thereafter, or if a Disabled Participant is eligible for and elects to take an Early Retirement Benefit, then he will be deemed to have been terminated as of the date he is no longer Disabled or his Early Retirement Date, as applicable, and will be entitled to the benefits determined in accordance with Section 4.2 or 4.5, as the case may be, for which he would have been eligible at his Disability Retirement Age, based upon the provisions of the Plan as in effect at his Disability Retirement Age and upon his Average Monthly Compensation at his Disability Retirement Age, assuming he continued to receive credit for Continuous Service and Credited Service until the date he is no longer Disabled or his Early Retirement Date. |
Section 4.5. | Deferred Vested Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Deferred Vested Retirement Date shall be eligible to receive a Deferred Vested Retirement Benefit as described in this Section. | ||
(b) | Amount. A terminated Participant who is eligible to receive a Deferred Vested Retirement Benefit pursuant to paragraph (a) above shall be entitled to a monthly Deferred Vested Retirement Benefit beginning at his |
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Deferred Vested Retirement Date of an amount computed as of his Deferred Vested Retirement Age in the same manner as a Normal Retirement Benefit under Section 4.l (using the Participants actual Average Monthly Compensation and Credited Service as of his Deferred Vested Retirement Date) if the Participant is 65 years of age on his Deferred Vested Retirement Date and reduced under Section 4.2(b) if the Participant has not attained age 65 on his Deferred Vested Retirement Date, and multiplied by such Participants vested percentage as specified in Section 4.11, and based upon the provisions of the Plan as in effect as of the date of his termination of Continuous Service, and using for benefit calculation purposes the Participants Credited Service and Average Monthly Compensation on the date his Continuous Service terminated. | |||
(c) | Commencement and Duration. Monthly Deferred Vested Retirement Benefit payments shall begin as soon as practicable after the Participants application for benefits on or after such terminated Participants Deferred Vested Retirement Date; provided, however, if a terminated Participant receiving or entitled to receive a Deferred Vested Retirement Benefit hereunder is reemployed as an Employee before or after the date his benefit payments begin, any benefit payments he may be receiving shall be discontinued and shall not be paid during the period of such reemployment, but he shall have his Continuous Service and Credited Service at the time of his termination of Continuous Service reinstated. Upon his subsequent retirement or termination of Continuous Service, his |
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eligibility for a benefit and the amount of the benefit shall be determined and calculated as if he were then first retired or terminated based upon such reinstated Continuous Service and Credited Service, plus such service earned following the date of reemployment, provided that such benefit shall be adjusted in accordance with the last sentence of Section 4.12. |
Section 4.6. | Full Career Retirement Benefits. |
(a) | Eligibility. A Participant who attains his Full Career Retirement Date shall be eligible to receive a Full Career Retirement Benefit as described in this Section. | ||
(b) | Amount. A Retired Participant who is eligible to receive a Full Career Retirement Benefit pursuant to paragraph (a) above, shall be entitled to receive a monthly Full Career Retirement Benefit beginning at his Full Career Retirement Date of an amount computed as of his Full Career Retirement Date in the same manner as his Normal Retirement Benefit under Section 4.l, based upon the provisions of the Plan as in effect as of his Full Career Retirement Date and using for benefit calculation purposes the Retired Participants Credited Service and Average Monthly Compensation at his Full Career Retirement Date. | ||
(c) | Commencement and Duration. Monthly Full Career Retirement Benefit payments shall begin as soon as practicable after the Participants application for benefits on or after such Retired Participants Full Career Retirement Date; provided, however, if he is reemployed as an Employee, |
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(a) | Eligibility and Conditions. Unless an optional form of settlement is selected under Section 4.9 pursuant to a Qualified Waiver within the Election Period ending on the date Retirement Benefit payments would commence, the Participant shall be deemed to have automatically elected to receive a monthly Retirement Benefit payable to him in the form of a Qualified Joint and Survivor Annuity. |
(i) | Effective Date of Automatic Election. The automatic election provided in this Section 4.7 shall be effective on the first to occur of: (A) the Participants Retirement Date, or (B) the Participants Normal Retirement Age; provided, however, it will become effective on the date he has been married one year if he is married when the election would otherwise become effective under (A) or |
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(B) above but such marriage has been in effect less than one year at that date. | |||
(ii) | Election Period for Qualified Waiver of Automatic Election. With respect to a Qualified Waiver under this Section 4.7, the election period is the 90-day period ending on the effective date of the election specified in (i) above, or such later date as shall be required by regulations prescribed by the Secretary of the Treasury. | ||
(iii) | Qualified Waiver. A waiver of a Qualified Joint and Survivor Annuity must be in writing and must be consented to by the Participants Spouse. The Spouses consent to the waiver must be witnessed by a Plan representative or notary public and must acknowledge the identity of the Participants designated Beneficiary and the optional form of settlement under which the Participants Retirement Benefit will be paid. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of a Plan representative that such written consent may not be obtained because there is no Spouse or the Spouse cannot be located, the Participants waiver will be deemed a Qualified Waiver. Any consent necessary under this provision will be valid only with respect to the Spouse who signs the consent, or if a deemed Qualified Waiver, the designated Spouse. Additionally, a revocation of a prior waiver may be made by a Participant without the consent of the Spouse at any time before the commencement of |
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the Participants Retirement Benefit. The number of revocations shall not be limited. | |||
(iv) | Notice Requirements. The Plan Administrator shall provide to each Participant, no less than 30 days and no more than 90 days before the Participants annuity starting date, a written explanation (in a form which satisfies Treasury Regulation 1.401(a)-11(c)(3)) of: (A) the terms and conditions of a Qualified Joint and Survivor Annuity; (B) the Participants right to make and the effect of any election to waive the Qualified Joint and Survivor Annuity form of benefit; (C) the rights of a Participants Spouse; and (D) the right to make, and the effect of, a revocation of a previous election to waive the Qualified Joint and Survivor Annuity. A Participant may waive his right under this subparagraph to receive the written explanation no less than 30 days before his annuity starting date if, in fact, distribution of his Retirement Benefit does not commence until at least the eighth day following the date he actually received the required written explanation. | ||
(v) | Qualified Joint and Survivor Annuity. A Participant who is deemed to have made the automatic election pursuant to this Section 4.7 shall receive a reduced amount of monthly Retirement Benefit, which shall be the Actuarial Equivalent of the Retirement Benefit otherwise payable to the Participant, giving effect to the |
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increased costs of the automatic election. The Surviving Spouse benefit payable to the Surviving Spouse of a Participant who is deemed to have made an automatic election pursuant to this Section 4.7 shall be a monthly benefit for the further lifetime of such Surviving Spouse equal to 50% of the reduced amount of such Participants monthly Retirement Benefit as determined under this paragraph. |
(b) | Amount of Benefits. |
(i) | For a Participant who is deemed to have made the automatic election pursuant to this Section 4.7 (and who does not waive it as provided in paragraph (a)(ii) above), the reduced amount of his monthly Retirement Benefit referred to in paragraph (a) above shall be the Actuarial Equivalent of the Retirement Benefit otherwise payable to the Participant, giving effect to the increased costs of the automatic election. | ||
(ii) | The Surviving Spouse benefit payable to the Surviving Spouse of a Participant who is deemed to have made an automatic election pursuant to this Section 4.7, and who dies after such election becomes effective, shall be a monthly benefit for the further lifetime of such Surviving Spouse equal to 50% of the reduced amount of such Participants monthly Retirement Benefit as determined in paragraph (b)(i) above. |
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(c) | Retroactive Annuity Starting Date. Notwithstanding any provision herein to the contrary, a Participant (other than a Participant who elects to receive his benefit in the form of an optional lump-sum distribution under Section 4.9(b)) may affirmatively elect a retroactive annuity starting date (a Retroactive Annuity Starting Date) (in accordance with Treasury Regulation 1.417(e)-1(b)(3)) that is on or before the date that the written explanation referred to in Section 4.7(a)(iv) is provided to the Participant. A Participant who elects a Retroactive Annuity Starting Date will receive future benefit payments equal to the benefit payments that he would have received if the benefit payments had actually commenced on the Retroactive Annuity Starting Date. Additionally, a Participant who elects a Retroactive Annuity Starting Date will receive a make-up payment that covers any missed payment(s) for the period beginning on the Retroactive Annuity Starting Date and ending on the date of the actual make-up payment, including an adjustment for interest (using the applicable interest rate assumption indicated in Appendix A) from the date the missed payment(s) would have been made to the date of the actual make-up payment. A Participant may not elect a Retroactive Annuity Starting Date that precedes the date on which he otherwise could have begun receiving benefits under the Plan as in effect on the Retroactive Annuity Starting Date. | ||
The written explanation described in Section 4.7(a)(iv) must be provided to a Participant who elects a Retroactive Annuity Starting Date (and to any |
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Participant whose annuity starting date is after the date the Participant receives the written explanation but before the date the Participant makes his distribution election) no fewer than 30 days and no more than 90 days before the date of the Participants first benefit payment (unless the delay is due solely to administrative reasons), and the election to receive the distribution must be made after the written explanation is provided and on or before the date of the first payment to the Participant. Notwithstanding the preceding sentence, the written explanation may be provided fewer than 30 days prior to the first benefit payment, provided that the Participant is notified that he has the right to at least 30 days to consider whether to waive the normal form of Retirement Benefit and consent to an optional form of benefit under Section 4.9. In such case, the Participant shall be permitted to revoke his distribution election at any time and any number of times until the benefit commencement date. If the written explanation is provided fewer than 30 days before the first benefit payment, the Participants benefit commencement date may not be before the expiration of the seven-day period that begins on the day after the written explanation is provided to the Participant. | |||
A Participants Spouse must consent to the Participants election of a Retroactive Annuity Starting Date if the Spouses share of the Qualified Joint and Survivor Annuity is less on the Retroactive Annuity Starting Date than it would be on any permitted annuity starting date after the written explanation is provided. |
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A benefit payment with a Retroactive Annuity Starting Date must satisfy the requirements of Code Sections 415 and 417(e) in accordance with Treasury Regulations 1.417(e)-1(b)(3)(v)(B) and (C). |
(a) | Notwithstanding any other provision of the Plan (with the exception of Section 13.1(c)), the aggregate annual Retirement Benefit payable to a Participant under this Plan as an annuity for his life beginning at age 65 may not exceed the lesser of $180,000 for Plan Years beginning on or after January 1, 2007 (as adjusted under Code Section 415(d)(1)) or the average of his Compensation (as defined in Section 4.8(d) of the Plan) for the three (3) consecutive calendar years when he was a Participant and such Compensation was the highest. If a Participant has never been a participant in a defined contribution plan maintained by an Employer, his annual Retirement Benefit limit under this paragraph will not be less than $10,000, however: |
(i) | The $180,000 limit in paragraph (a) will be adjusted to its Actuarial Equivalent (but using an interest rate assumption which is the greater of 5% or the interest rate assumption indicated in Appendix A for purposes of subparagraph (3) below, and using an interest rate which is not greater than the lesser of 5% or the interest rate assumption indicated in Appendix A for purposes of subparagraph (4) below), as follows: |
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(1) To reflect payment in a form other than an annuity for the Participants life or an automatic postretirement (joint and survivor) Surviving Spouse benefit. | |||
(2) For Plan Years before January 1, 2002, to reduce a Retirement Benefit which begins on or after the date the Participant attains age 62 but before his Social Security Retirement Age to the Actuarial Equivalent of the same pension beginning at the Participants Social Security Retirement Age as follows: |
(3) To reduce a Retirement Benefit which begins before the Participant attains age 62 to the Actuarial Equivalent of the same benefit beginning at age 62, reduced for each month by which the benefit began before the month in which the Participant attains age 62. |
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(4) To increase a Retirement Benefit which begins after the Participants Social Security Retirement Age (or, age 65, for Plan Years beginning on or after January 1, 2002) to the Actuarial Equivalent of the same benefit beginning at the Participants Social Security Retirement Age. | |||
For purposes of subparagraphs (2), (3) and (4) above, Social Security Retirement Age means the Participants retirement age under Section 216(l) of the Social Security Act, determined without regard to the age increase factor, and assuming that the early retirement age under Section 216(l)(2) of that Social Security Act was 62. | |||
(ii) | The limits in paragraph (a)(i) above will be adjusted as follows: | ||
(1) If a Participant has fewer than 10 years of Continuous Service, the $180,000 limit, the limit on his average Compensation, and the $10,000 limit under paragraph (a) will be multiplied by a fraction whose numerator is his years of Continuous Service and whose denominator is 10. | |||
(2) If a Participant was, on December 31, 1986, entitled to receive a Retirement Benefit in excess of the limit determined under this paragraph (a), or would have been entitled to receive a Retirement Benefit in excess of that limit had he retired on December 31, 1986, paragraph (a) will not be applied to reduce his Retirement Benefit below that higher amount. |
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(b) | The amount determined in paragraph (a) for a Participant who is separated from the service of an Employer shall be adjusted annually for increases in the cost of living in accordance with Section 415(d) of the Code. | ||
(c) | For purposes of this Section 4.8, all defined benefit plans maintained by the Company or an Affiliated Company will be treated as a single defined benefit plan, and all defined contribution plans maintained by the Company or an Affiliated Company will be treated as a single defined contribution plan. | ||
(d) | For purposes of this Section 4.8 only, Compensation shall mean compensation paid during a Plan Year as defined in Treasury Regulation Section 1.415-(2)(d) promulgated under the Code, and shall also include any elective deferrals (as that term is defined in Code Section 402(g)(3)), any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125 and 457, and any elective reductions in remuneration for qualified transportation benefits within the meaning of Section 132(f) of the Code. |
(a) | Annuity Options. In lieu of the normal form of Retirement Benefit provided for in Sections 4.l, 4.2, 4.3, 4.4, 4.5 or 4.6 hereof (including a waiver of the automatic election of the postretirement (joint and survivor) Surviving Spouse benefit under Section 4.7 hereof), a Participant may elect to receive a monthly Retirement Benefit equal to one of the Actuarial |
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Equivalent forms described below as either Options (l), (2) or (3), subject to all the terms and conditions set forth in Section 4.l0 hereof: |
(i) | 10 Year Certain Option (Option (l)). A reduced monthly Retirement Benefit payable to the Participant for the remainder of his lifetime and, in the event of the Participants death prior to the receipt of 120 of such monthly payments, the same monthly payment shall continue to be paid to the Participants Beneficiary until a total of 120 of such monthly payments shall have been paid to the Participant and his Beneficiary; provided, however, that payments, if any, to the Beneficiary may not extend beyond the life expectancies of the Participant and his Beneficiary determined in accordance with regulations prescribed by the Secretary of the Treasury as of his Retirement Date; and provided further, that if payments to the Participant had not commenced as of his death, payments to a designated Beneficiary will be distributed over a period not extending beyond the life of the Beneficiary or over a period not extending beyond the life expectancy of the Beneficiary determined as of the Participants death and payments will commence no later than one year after the Participants death or, in the case of a Surviving Spouse being the Beneficiary, no later than the date the Participant would have attained age 70 1/2. | ||
(ii) | 50%, 66-2/3% or 100% Joint and Survivor Annuity Option (Option (2)). A reduced monthly Retirement Benefit payable to |
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the Participant for the remainder of his lifetime and, if the Participant shall predecease his designated contingent annuitant, all or a fractional part of such reduced monthly amount (such as l/2 or 2/3 thereof) as designated by him shall be payable to his designated contingent annuitant; provided, however, if payments to the Participant had not commenced as of his death, payments to the contingent annuitant will be distributed over the life of the contingent annuitant commencing no later than one year after the date of the Participants death, or, in the case of a Surviving Spouse being the Beneficiary, no later than the date the Participant would have attained age 70-1/2. | |||
(iii) | Level Income Option (Option (3)). A monthly Retirement Benefit payable to the Participant for the remainder of his lifetime with a larger monthly amount being payable from his Early Retirement Date until the date on which his benefits commence under the Social Security Act and a smaller monthly amount payable thereafter, the intention being to provide the Participant, as nearly as may be determined, with a level monthly retirement income for the remainder of his lifetime from both this Plan and Social Security. |
(b) | Lump-Sum Options. Notwithstanding the provisions of Section 4.9(a), the Participant may elect one of the following methods of settlement: |
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(i) | A lump-sum distribution no later than the end of the Plan Year in which the Participant attains his Normal Retirement Age or his Early Retirement Age or his Deferred Vested Retirement Age or his Full Career Retirement Age, if the Participant requests in writing, at least 15 days prior to attaining the applicable age, a lump-sum distribution of the monthly Retirement Benefit for which he is eligible under the Plan. The amount of such lump-sum distribution shall be the Actuarial Equivalent, as of his Retirement Date, of the monthly Retirement Benefit to which he would otherwise be entitled. | ||
(ii) | Any other provisions of the Plan notwithstanding, if a vested Retirement Benefit hereunder is the Actuarial Equivalent of less than a Normal Retirement Benefit of $100 per month, then such Retirement Benefit shall be paid in a single sum Actuarial Equivalent payment; provided, however, that if the present value of such Retirement Benefit exceeds $1,000, such Retirement Benefit shall not be paid in a lump-sum payment without the written consent of the Participant and the Participants Spouse, if any, or, if the Participant is deceased, the written consent of the Participants Spouse. |
(a) | A Participant may elect any one of the above Options in Section 4.9 or cancel a previous election at any time up to 90 days prior to his retirement, |
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but in no event after his Retirement Date, by filing a written notice with the Committee in accordance with its rules. |
(b) | If the designated contingent annuitant of a Participant who has elected Option (2) dies prior to the date on which the Participants benefits hereunder are to commence, his election of Option (2) shall automatically be deemed canceled by such death. |
Years of | ||
Continuous Service | Percent Vested | |
0-4 5 | 0% 100% |
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(a) | the date he completes at least 40 Hours of Service during a calendar month; or | ||
(b) | the date on which he completes one Hour of Service on each of eight separate days; |
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(a) | Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributees designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to Employer securities); and any distribution made from a tax-qualified retirement plan on account of financial hardship. |
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(b) | Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Section 408(a) of the Code; an individual retirement annuity described in Section 408(b) of the Code; an annuity plan described in Section 403(a) of the Code; a plan described in Code Section 403(b); a plan described in Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state, that agrees to separately account for amounts transferred into such plan from this Plan; or a qualified trust described in Section 401(a) of the Code, that accepts the Distributees Eligible Rollover Distribution. | ||
(c) | Distributee. A Distributee includes an Employee or former Employee. In addition, the Employees or former Employees Surviving Spouse and the Employees or former Employees Spouse or former Spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code and Section 206(d)(3) of ERISA, are Distributees with regard to the interest of the Spouse or former Spouse. | ||
(d) | Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. |
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(a) | Election Period. With respect to an election under this Section 5.2(a), the Election Period is the period which begins on the first day of the Plan Year in which the Participant attains age 35 and ends on the date of the Participants death. If a Participants severance from service date is prior to the first day of the Plan Year in which age 35 is attained, with respect to the Participants accrued benefits as of the date of separation, the Election Period shall begin on the date of separation. | ||
(b) | Notice Requirements. The Plan Administrator shall provide each Participant within the period beginning on the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year in which the Participant attains age 35, a written explanation of the |
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Qualified Preretirement Survivor Annuity in such terms and in such manner as would be comparable to the explanation of the Qualified Joint and Survivor Annuity set forth in Section 4.7. If a Participant enters the Plan after the first day of the Plan Year in which the Participant attained age 32, the Plan Administrator shall provide notice no later than the close of the second Plan Year succeeding the entry of the Participant into the Plan. | |||
(c) | A Participant may, during the Election Period, waive a Qualified Preretirement Survivor Annuity for his Spouse by making a specific written waiver of such automatic election on a form provided by the Committee, by having the Participants Spouse consent to such waiver in writing and acknowledge the effect thereof, by having the Spouses consent notarized, and by filing the form with the Committee. If no consent is given by the Spouse, waiver of the automatic election may be accomplished without such consent if it is established to the satisfaction of the Committee that the consent cannot be obtained because there is no Spouse, the Spouse cannot be located or other reasons exist as specified in regulations prescribed by the Secretary of the Treasury. If a Participant who has vested Retirement Benefits and who has not waived the Qualified Preretirement Survivor Annuity dies leaving a Spouse, such Spouse shall be eligible for a Qualified Preretirement Survivor Annuity. A Participant may waive or revoke a waiver of the Qualified Preretirement Survivor |
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Annuity pursuant to this paragraph in writing at any time prior to the first to occur of the Participants Retirement Date or his death. | |||
(d) | Qualified Preretirement Survivor Annuity. The Qualified Preretirement Survivor Annuity, in the case of a Participant who dies after attaining age 55, shall be equal to the amount that would have been payable as a joint and survivor annuity under Section 4.7 had the Participant retired on the day immediately preceding the date of his death. The amount of such benefit, in the case of a Participant who dies before attaining age 55, shall be equal to the amount that would have been payable as a joint and survivor annuity under Section 4.7 had the Participant retired on the date of his death, survived to age 55 and died on the day after the day the Participant would have attained age 55. |
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(a) | altering the eligibility requirements to become a Participant, or the date an Employee becomes a Participant; | ||
(b) | changing the calculation of a Participants Retirement Benefit; | ||
(c) | changing the eligibility requirements for any Retirement Benefit; | ||
(d) | altering the Committees duties and powers under Article VII; or | ||
(e) | modifying Section 8.3 or Article IX; |
(1) | it is made at the direction of the Company; |
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(2) | it is of a technical nature and its effect is, in the Committees judgment, de minimus; or | ||
(3) | the Committee has been advised in writing by legal counsel that the amendment is necessary to retain the Plans tax-qualified status or to satisfy some other substantive legal requirement. |
(a) | Claims. |
(i) | Claims Generally. The Committee will give the applicant written or electronic notice of the adverse benefit determination within a reasonable period of time, but no later than 90 days after receipt of the claim. This notice will be written in a manner calculated to be understood by the average Plan Participant and will include the specific reasons for the adverse benefit determination and specific references to any facts or any provisions of the Plan on which the adverse determination is based. If an adverse benefit determination was rendered because specific material or information was not provided to the Committee, the notice will include a description of the additional material or information that |
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the applicant must provide in connection with the claim, along with an explanation of why such material or information is necessary. The notice will also provide an explanation of the Plans claims appeal procedure and the time limits applicable to such procedure, including a statement of the applicants right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination, as set out in paragraph (b) below. If the Committee determines that an extension of time is necessary for processing the claim, the Committee or its delegate shall notify the applicant in writing of such extension, the special circumstances requiring the extension, and the date by which the Committee expects to render the benefit determination. In no event shall the extension exceed a period of 90 days from the end of the initial 90-day period. | |||
(ii) | Claims Involving Disability. If the applicants claim involves a determination of Disability, then the procedures in subparagraph (i) will be modified as described in this subparagraph. The 90-day period for response to the claim will be a 45-day period. That 45-day period may be extended by the Plan Administrator for up to 30 days, provided that the Plan Administrator both determines that such an extension is necessary due to matters beyond its control |
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and notifies the applicant, prior to the expiration of the initial 45-day period, of the circumstances requiring the extension of time and the date by which the Plan Administrator expects to made a decision. If, prior to the end of the first 30-day extension period, the Plan Administrator determines that, due to matters beyond its control, a decision cannot be made within that extension period, the period for making the determination may be extended for up to 30 more days, provided that the Plan Administrator notifies the applicant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Plan Administrator expects to make a decision. In the case of any extension, the notice of extension will specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the applicant will be afforded at least 45 days within which to provide the specified information. |
(b) | Appeals Generally. |
(i) | An applicant who wishes to use the Plans claim appeal procedure must, within 60 days of receiving the Committees notice of the |
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adverse benefit determination notify the Committee in writing that he wishes the Committee to conduct a review of the adverse benefit determination. Such review will be a full and fair review, and will include the holding of a hearing, if deemed necessary by the Committee. In connection with the applicants appeal of the adverse benefit determination, the applicant may review all relevant documents relating to his claim and submit issues and comments in writing. The Committee will review the record of the appeal of the adverse benefit determination and prepare its decision. The Committee will give the applicant notice of the decision on the appeal within 60 days after receipt of the applicants request for review, unless special circumstances require an extension of time for processing, but notice will in any event be given within 120 days after receipt of the applicants notice of appeal. The Committee shall notify the applicant in writing of any such extension, the special circumstances requiring an extension, and the date by which the Committee expects to render the determination on review. The applicant shall be notified of the Committees decision in writing or electronically. In the case of an adverse benefit determination, such notice will be written in a manner calculated to be understood by the average Plan Participant and will include the specific reasons for the denial and specific references to any facts or any provisions of the Plan on which the denial on appeal is based. In addition, such notice shall contain a statement that the applicant is entitled to receive upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the applicants claim for |
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benefits, and contain a statement of the applicants right to bring an action under Section 502(a) of ERISA. | |||
(ii) | Appeals of Claims Involving Disability. If the applicants claim involves a determination of Disability, then the procedures in subparagraph (i) will be modified as described in this subparagraph. The 60-day period to make an appeal in paragraph (c) is extended to 180 days. Any 60-day period (initial or extended) described in paragraph (e) will be a 45-day period. In addition, the appeal procedure must, to the extent relevant, comply with paragraphs (h)(3)(ii) through (v) of Department of Labor Regulations § 2560.503-1. | ||
(iii) | The Committee may adopt additional rules for implementing this Section as are consistent with Department of Labor Regulations Section 2560.503-1. |
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(a) | Upon termination of the Plan and the allocation and distribution of the Trust Fund as provided herein, any funds remaining in the Trust Fund with respect to an Employer because of an erroneous actuarial computation after the satisfaction of all fixed and contingent liabilities under the Plan may revert to that Employer. | ||
(b) | If a contribution is made to the Trust Fund by an Employer by a mistake of fact, then such contribution shall be returned to that Employer within one year after the payment of the contribution; and if any part or all of a |
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contribution is disallowed as a deduction under Section 404 of the Code with respect to an Employer, then to the extent a contribution is disallowed as a deduction it may be returned to that Employer within one year after the disallowance. Contributions made to the Trust Fund by an Employer shall be conditioned upon deductibility. |
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(a) | First, to provide all or that part of his benefit under Article IV or Article V hereof for each Participant (or his Spouse or Beneficiaries) who either: |
(i) | Has begun to receive benefit payments at the date which is three years prior to the date of termination of the Plan, or | ||
(ii) | Could have begun to receive benefit payments at the date which is three years prior to the date of termination of the Plan if the Participant would have been eligible to retire under Section 4.l, 4.2, 4.3, 4.4 or 4.6 prior thereto and begin to receive benefit payments three years prior to the date of termination of the Plan, which is equal to the smallest benefit (he was receiving or could have received) which would be provided for such person under the Plan based on its provisions as in effect during the five-year period ending on the date of termination of the Plan; and for this purpose the lowest benefit payment received under (i) above during the |
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three years prior to the date of termination of the Plan shall be considered to be the benefit he was receiving at the date which is three years prior to termination of the Plan. Allocation shall be made on a pro-rata basis based on the then-present value of the benefits under this paragraph (a), if assets are not sufficient to provide such benefits in full. |
(b) | Second, if any assets remain, to provide all or that part of his remaining (after (a) above) benefit under Articles IV or V hereof that is guaranteed under Section 4022 of ERISA for each remaining Participant (or his Spouse or Beneficiaries) who does not qualify under (a) (ii) above but who either: |
(i) | Has begun to receive benefit payments later than three years prior to the date of termination of the Plan, or | ||
(ii) | Would have been eligible to retire under Section 4.l, 4.2, 4.3, 4.4 or 4.6 at the date of termination of the Plan and be eligible to receive benefit payments thereunder, or | ||
(iii) | Had attained his Vested Retirement Age at the date of termination of the Plan and would have been eligible to terminate Continuous Service at the date of termination of the Plan and be eligible to receive Deferred Vested Retirement Benefit payments under Section 4.5 of the Plan, which is equal to the smallest benefit that would be provided for such person under the Plan based on its provisions as in effect during the five-year period ending on the date of termination of the Plan. Allocation shall be made on a pro-rata basis based on the then-present value of the benefits under |
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this paragraph (b) if assets are not sufficient to provide such benefits in full. |
(c) | Third, if any assets remain, to provide that part, if any, of his benefit under Article IV or Article V hereof for each Participant (or his Spouse or Beneficiaries) described in (a) and (b) above, which is not provided for under (a) or (b) above, in the following order of priority if such remaining assets are not sufficient to provide all of such part of such benefits for all such persons: |
(i) | To provide such part of the benefits which would be provided for such person under the Plan based on its provisions as in effect at the beginning of the five-year period ending on the date of termination of the Plan; and on a pro-rata basis based on the then-present value of such benefits under this paragraph (i) if such assets are not sufficient to provide such benefits described in this paragraph (i) in full; provided, however, if such assets are more than sufficient to provide such benefits described in this paragraph (i) in full, then the assets available under this paragraph (c) shall be allocated as provided in (ii) below. | ||
(ii) | To provide such part of the benefits which would be provided for such persons under the Plan based on its provisions as in effect as amended by the most recent Plan amendment effective during the five-year period ending on the date of termination of the Plan under which the assets under this paragraph (c) are sufficient to provide such benefits in full; and with any assets remaining thereafter to be allocated to provide such part of the benefits which would be |
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provided for such persons under the Plan based on its provisions as in effect as amended by each next succeeding Plan amendment effective during such five-year period. |
(d) | Fourth, if any assets remain, to provide all other benefits under Article IV or Article V hereof for each Participant which are not provided for above, accrued to the date of termination of the Plan, and in the order of priority described in (c) (i) and (ii) above if assets are not sufficient to provide such benefits in full. | ||
(e) | If any assets remain, they may revert to an Employer, but only as provided in Section 8.3(a) hereof. The benefits to be provided by the allocations outlined above in this Section 9.2 shall be fully vested and nonforfeitable as of the date of such termination of the Plan for distribution to the persons entitled thereto, and distribution may be implemented through the continuance of the Trust Fund, or the creation of a new retirement fund for that purpose, or by purchase of nontransferable annuity contracts, or by a combination thereof. Provided that no discrimination in value results, an Employer may direct that any or all of the benefits to be provided by such allocations may be computed on an actuarial basis and distributed as an Actuarial Equivalent immediate cash payment. |
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(a) | Applicability. From time to time, as a result of mergers, acquisitions or other corporate transactions, persons will become Employees as defined in Section 2.12 of the Plan, because the entities which employ them become Employers as defined in Section 2.13 of the Plan as a result of such transactions. In general, the provisions of the Plan shall be applied to each such Employee as if he first became an Employee on the first date that the |
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entity which employs him meets the definition of Employer. However, the Committee may, pursuant to this Section 9.5, provide special rules for the application of the provisions of the Plan to persons who become Employees as a result of mergers, acquisitions or other corporate transactions. | |||
(b) | Schedules. With respect to any group of Employees who become Employees as a result of a merger, acquisition or other corporate transaction, the Committee may adopt a Schedule which will set forth any special rules with respect to Compensation, eligibility to become a Participant, Years of Service or other items which shall be applied to such Employees. Each such Schedule is to be interpreted as a part of the Plan and, to the extent there is any conflict between a Schedule and another provision of the Plan, the Schedule shall control. No Schedule shall, however, be given effect to the extent that it would result in discrimination in contributions or benefits under the Plan in favor of any Highly-Compensated Employee, in violation of Code Section 401(a)(4). |
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(a) | Directs that the Affiliated Company becomes a party to the Trust Agreement; | ||
(b) | Specifies the date upon which the Plan becomes effective with respect to the Employees of the Affiliated Company; | ||
(c) | Prescribes the period, if any, during which an Employees employment with the Affiliated Company prior to the adoption of the Plan by the Affiliated Company shall be deemed Service for purposes of the Plan. |
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Years of Continuous Service | Vested Percentage | |
0-2 3 or more | 0% 100% |
In the event that the Top-Heavy Plan ceases thereafter to be Top-Heavy and the schedule in this Section was in effect, each Participants vested interest shall again be determined under Section 4.11, provided that a Participants vested interest shall not be reduced thereby. To the extent required by Section 411(a)(10) of the Code and final Regulations of the |
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Department of Treasury under Section 4l6 of the Code, if the determination of a Participants vested interest is changed from the use of Section 4.11 to the use of Section 13.1, each Participant with at least three years of Continuous Service may elect to continue to have his vested interest computed under the formerly applied vesting schedule. Such a Participant shall make the foregoing election no later than the last to occur of the following: | |||
(a) | The date that is 60 days after the date on which the change in vesting schedules is adopted; | ||
(b) | the date that is 60 days after the date on which the change in vesting schedules is effective; or | ||
(c) | the date that is 60 days after the date on which the Participant receives written notice of the change in vesting schedule. |
(a) | the number of Years of Service with the Employer; or | ||
(b) | 20%. |
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ATTEST: | NUVEEN INVESTMENTS, LLC | |||||
/s/ John L. MacCarthy | By | /s/ Larry W. Martin | ||||
Secretary | Larry W. Martin | |||||
Vice President |
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1. | 1971 Group Annuity Morality Table. | ||
2. | Weighting of annuities using 70% male and 30% female. | ||
3. | 7% interest rate. |
1. | The applicable mortality table prescribed by the Internal Revenue Service pursuant to Code Section 417(e)(3). For distributions from the Plan made prior to December 31, 2002, this is the mortality table described in Revenue Ruling 95-6. For distributions from the Plan made on or after December 31, 2002, the mortality table shall be the mortality table described in Revenue Ruling 2001-62. | ||
2. | Interest rate equal to the average yield in November of the preceding Plan Year on 30-year Treasury Constant Maturities (as published in December by the Internal Revenue Service). |
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