VALUELINE, INC. PROFITSHARING AND SAVINGS PLAN Asamended and restated effectiveMay 1, 2008 VALUELINE, INC. PROFITSHARING AND SAVINGS PLAN TABLEOF CONTENTS

 

(a)

“Employer Contribution Account” means that portion of the Member’s Account attributable to the Employer Contributions made on the Member’s behalf by a Participating Employer and the earnings and losses thereon.

 

(b)

“Voluntary Contribution Account” means that portion of the Member’s Account attributable to a Member’s Voluntary Contributions, if any, and the earnings and losses thereon.

“Board of Directors” means the Board of Directors of Value Line, Inc.

“Code” means the Internal Revenue Code of 1986, as amended.

 

(a)

excluding bonuses;

 

(b)

excluding (even if includible in gross income) reimbursements or other expense allowances, fringe benefits (cash or noncash), moving expenses, deferred compensation, and welfare benefits; and

 

(c)

excluding commissions earned in excess of draw, provided, however, that such commissions in excess of draw will be included (i) in the case of a Member whose total of salary plus draw (excluding bonuses) is less than $60,000 but (ii) only to the extent that the total of a Member’s salary, draw and such commissions in excess of draw do not exceed $60,000.

 

(a)

any Employee who is covered by a collective bargaining agreement to which a Participating Employer is a party, and which agreement does not provide for participation in the Plan; and

 

(b)

any Employee who is a nonresident alien and who does not receive any United States source income from the Company or any Affiliated Company.

“Entry Date” means each April 30 and October 31.

“Normal Retirement Age” means

 

(a)

with respect to Employees hired prior to May 1, 1995, age 65; and

 

(b)

with respect to Employees hired on or after May 1, 1995, the later of age 65 or the completion of 5 Years of Service.

“Plan Year” means the 12-consecutive month period beginning each May 1.

“Hours of Service” means the following:

 

(a)

Each hour for which an Employee is directly or indirectly paid, or entitled to payment, for the performance of duties for the Company or an Affiliated Company.  Each such hour shall be credited to the Employee for the computation period or periods in which the duties are performed.

 

(b)

Each hour for which an Employee is directly or indirectly paid, or entitled to payment, by the Company or an Affiliated Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, disability, layoff, jury duty, government-required military duty, or leave of absence.  Each such hour shall be credited to the Employee for the computation period or periods in which such period occurs, subject to the following rules:

 

(i)

No more than 501 Hours of Service shall be credited under this paragraph (b) to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period), and

 

(ii)

Hours of Service will not be credited under this paragraph (b) for which payment by the Company or an Affiliated Company is made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws or where payment solely reimburses the Employee for medical or medically related expenses incurred by the Employee.

 

(c)

Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company or an Affiliated Company.  The same Hours of Service shall not be credited both under paragraph (a) or paragraph (b), as the case may be, and under this paragraph (c).  These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment is made.

“Vesting Computation Period” means a Plan Year.

 

(a)

at least 1,000 Hours of Service with the Company or an Affiliated Company; or

 

(b)

3 Months of Service during the period February 1 through April 30; provided, however, that an Employee shall be credited with a Year of Service pursuant to this paragraph (b) only with respect to his first year of employment.  Notwithstanding the foregoing, this paragraph (b) shall not apply to any Employee whose Employment Commencement Date occurs on or after May 1, 1995.

 

(a)

In the case of a Member who is reemployed before the occurrence of 5 consecutive Breaks in Service —

 

(i)

Years of Service completed prior to such break will not be taken into account unless and until the Member has completed a Year of Service following his reemployment; and

 

(ii)

subject to Section 8.04, both pre-break and post-break Years of Service will count in vesting his pre-break and post-break account balances.

 

(b)

In the case of a Member who is reemployed after the occurrence of 5 or more consecutive Breaks in Service (or he is reemployed prior to such occurrence but does not make the repayment provided for in Section 8.04) —

 

(i)

separate Employer Contribution Accounts will be maintained to reflect the Member’s pre-break and post-break account balances; and

 

(ii)

all Years of Service after such Breaks in Service will be disregarded for the purposes of vesting in the pre-break account balance, but both pre-break and post-break Years of Service will count for purposes of vesting the account balance that accrues after such break.

 

(a)

For each Plan Year, a Participating Employer may make Employer Contributions to the Trust Fund in such amount as may be determined by the Administrative Committee in its sole discretion.

 

(b)

Employer Contributions made for any Plan Year shall be allocated to the Employer Contribution Account on behalf of each Member who:  (i) is actively employed by a Participating Employer on the last day of the Plan Year and (ii) has been credited with at least 1,000 Hours of Service during the Plan Year.  Notwithstanding the foregoing requirements, Employer Contributions also shall be allocated on behalf of Members whose employment was terminated during the Plan Year after attaining age 65 or whose employment was terminated by reason of death or Total Disability.

 

(c)

The amount of the Employer Contribution to be allocated to each eligible Member’s Account for a Plan Year shall be equal to the ratio that such Member’s Compensation for the Plan Year bears to the Compensation for all Members eligible for an allocation of Employer Contributions for the Plan Year.

 

(d)

Employer Contributions made on behalf of any Member shall be subject to the limitations set forth in Article 5.

 

(e)

Employer Contributions shall be paid by a Participating Employer in cash or other property to the Trust Fund not later than the due date (including extensions) prescribed by law for filing the Participating Employer’s federal income tax return for the Participating Employer’s taxable year for which the Employer Contributions are claimed as an income tax deduction.

 

(a)

A Member may make voluntary non-deductible contributions to the Plan by payroll deduction, lump sum cash payment, or both.  In no event shall a Member’s Voluntary Contributions for any Plan Year exceed 10% (effective for Plan Years beginning on or after May 1, 2010, 15%) of his Compensation for such Plan Year.

 

(b)

A Member’s election to make Voluntary Contributions, or to change or suspend such Contributions, shall be made in the form, manner, and in accordance with the notice requirements, prescribed by the Administrative Committee.

 

(c)

Voluntary Contributions shall be transferred by a Participating Employer to the Trust Fund on the earliest date on which such contributions can reasonably be segregated from the Participating Employer’s general assets, but in no event later than the 15th business day of the month following the month in which (i) in the case of amounts that a Member pays to the Participating Employer, the contributions are received by the Participating Employer; or (ii) in the case of amounts withheld by the Participating Employer from the Member’s wages, the 15th business day of the month following the month in which such amounts would otherwise have been payable to the Member in cash, subject to any extension period permitted by ERISA, the Code or the regulations promulgated thereunder.

 

(d)

Voluntary Contributions shall be subject to the limitations set forth in Article 5.  The Administrative Committee may reject, amend or revoke the election of any Member at any time if the Administrative Committee determines that such change or revocation is necessary to insure that the limitations of Article 5 are not exceeded.

 

(e)

Effective May 1, 1995, the Plan does not permit amounts to be rolled over into the Plan from other eligible retirement plans.

 

(a)

“Annual Addition” means the sum of the following amounts allocated to a Member’s Account during the Limitation Year:

 

(i)

employer contributions,

 

(ii)

employee contributions,

 

(iii)

forfeitures, and

 

(iv)

amounts described in Sections 415(1)(1) and 419(A)(d)(2) of the Code.

 

(b)

“415 Compensation” means wages as defined in Section 3401(a) of the Code and all other payments of compensation to an employee by his employer (in the course of the employer’s trade or business) for which the employer is required to furnish the employee a written statement under Sections 6041(d), 6051(a)(3), 6052 of the Code.  “415 Compensation” shall include any elective deferral (as defined under Section 402(g)(3) of the Code), any amount that is contributed or deferred by the Participating Employer at the election of the Employee and is not includible in the gross income of the Employee by reason of Section 125 or 457 of the Code, and elective amounts that are not includible in the gross income of the Employee by reason of Section 132(f)(4) of the Code.

 

(c)

“Highly Compensated Employee” means, subject to Section 414(q) of the Code, any employee of the Company or an Affiliated Company who:  (i) at any time during the Plan Year or the preceding Plan Year was a five percent owner (as defined in Code Section 416(i)(l)); or (ii) for the preceding Plan Year received 415 Compensation from the Company and any Affiliates in excess of $100,000 (or such higher adjusted amount prescribed by the Secretary of the Treasury).

 

(d)

“Limitation Year” means the Plan Year.

 

(e)

“Non-highly Compensated Employee” means an Employee who is not a Highly Compensated Employee.

 

(a)

The Actual Contribution Percentage for Members who are Highly Compensated Employees for a Plan Year shall not exceed the greater of:

 

(i)

the Actual Contribution Percentage of the Members who are Non-highly Compensated Employees for that Plan Year multiplied by 1.25; or

 

(ii)

the Actual Contribution Percentage for Members who are Non-highly Compensated Employees for that Plan Year multiplied by 2.0, provided that the Actual Contribution Percentage for Members who are Highly Compensated Employees does not exceed the Actual Contribution Percentage for Members who are Non-highly Compensated Employees by more than 2 percentage points.

 

(b)

“Actual Contribution Percentage” means, for a specified group of Members for a Plan Year, the average of the ratios (calculated separately for each Member in such group) of (i) the amount of Voluntary Contributions actually paid over to the trust on behalf of such Member for the Plan Year to (ii) the Member’s 415 Compensation for such Plan Year (whether or not the Employee was a Member for the entire Plan Year).

 

(c)

In the event that this Plan satisfies the requirements of Section 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfies the requirements of Section 410(b) of the Code only if aggregated with this Plan, then this Section 5.02 shall be applied by determining the Actual Contribution Percentage of Members as if all plans were a single Plan.  For the purposes of this Section 5.02, the Actual Contribution Percentage for any Member who is a Highly Compensated Employee for the Plan Year and who is eligible to make employee contributions, or receives matching contributions, qualified nonelective contributions or elective deferrals (as such terms are defined in Section 401(m) of the Code) allocated to his account under two or more plans described in Section 401(a) of the Code or arrangements described under Section 401(k) of the Code that are maintained by the Company or an Affiliated Company shall be determined as if all such contributions were made under a single Plan.

 

(d)

The determining and treatment of the Actual Contribution Percentage shall be made in accordance with Section 401(m) of the Code, Section 1.401(m)-1 of the Treasury Regulations, and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

 

(a)

In no event shall the Annual Addition to a Member’s Account for any Limitation Year exceed the lesser of:

 

(i)

$40,000 (as adjusted for increases in the cost-of-living under section 415(d) of the Code), or

 

(ii)

100% of the Member’s 415 Compensation for the Limitation Year.

 

(b)

If a Member also is covered under another defined contribution plan, a welfare benefit fund (as defined in Section 419(e) of the Code), or an individual medical account (as defined in Section 415(1)(2) of the Code), maintained by an Employer, then the Annual Addition which may be credited to a Member’s Account under paragraph (a) above for any Limitation Year shall be reduced by the Annual Additions credited to the Member’s account under such other plans and welfare benefit funds for the same limitation year.

 

(c)

Solely for purposes of this Section 5.04, the term “Employer” means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code as modified by Section 415(h)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code as modified by Section 414(h)) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

 

(d)

The dollar and percentage limitations set forth in this Section 5.04 shall be adjusted for the cost of living pursuant to Section 415(d) of the Code.

 

(a)

First, the amount of his Voluntary Contributions shall be reduced to the extent that such reduction results in a reduction of the amount by which a Member’s Annual Addition exceeds such limitations.

 

(b)

Second, the amount of his Employer Contributions shall be reduced to the extent that such reduction results in a reduction of the amount by which a Member’s Annual Addition exceeds such limitations.

 

(a)

contributions, withdrawals, distributions and other charges or credits attributable to the Member’s Account;

 

(b)

the net earnings, gains, losses and expenses and any appreciation or depreciation in market value of the Investment Funds selected by the Member for investment of his Account; and

 

(c)

with respect to any amounts credited to the Member’s Account which are not invested in any of the Investment Funds, the net increase or decrease, as the case may be, in the value of the portion of the Trust Fund not invested in any of the Investment Funds due to investment earnings, gains or losses and any expenses of such portion of the Trust Fund, which adjustment shall be made in the same proportion that the balance in the Member’s Account not invested in any of the Investment Funds as of the last Valuation Date (reduced by any withdrawals, distributions or transfers from such Account since the last Valuation Date and by the principal amount of all outstanding loans to such Member) bore to the total balance of all Members’ Accounts not invested in any of the Investment Funds (as so reduced) as of such last Valuation Date.

 

(a)

The Administrative Committee shall select such investment vehicles as it determines appropriate to meet the requirements of Section 404(c) of ERISA and the regulations thereunder relating to the investment of Members’ Accounts at the direction of the Members.  Such investment vehicles may include mutual funds from the Value Line family of funds.  The Administrative Committee may select such additional investment vehicles as it determines appropriate for the investment of Members’ Accounts.

 

(b)

The Administrative Committee may prescribe such rules and restrictions on the investment of Members’ Accounts in any such investment vehicle as it deems appropriate.

 

(c)

In the event that the fees of any investment manager or investment advisor are attributable to a particular investment vehicle, the Administrative Committee may, in its discretion, determine how such expenses shall be allocated among Members’ Accounts.

 

(a)

The Administrative Committee, or its designees, shall provide Members with such information and materials with respect to the Investment Funds as may be required by Section 404(c) of ERISA.

 

(b)

A Member shall have the right to direct the Administrative Committee to invest his Account in any of the Investment Funds designated for participant investment in accordance with Section 7.02 of the Plan.  A Member’s investment direction (or any change in his investment direction) shall be made in the manner and in such form as the Administrative Committee shall direct.

 

(c)

A Member’s investment election (or any change in his investment election) shall be made in increments of 1 percent.

 

(d)

A Member’s investment election shall remain in effect until the Member properly files a change of election with the Administrative Committee.

 

(e)

In the event that any Member shall not have directed the investment of all or a portion of the balance in his account at any time, the Member shall be deemed to have directed that such balance be invested in such default Investment Fund as selected by the Administrative Committee, and such assets shall remain in such Investment Fund until such time as the Member directs otherwise.

 

(f)

A Member may change his investment election with respect to existing investments, new contributions, or both, effective as of any business day.  Such change must be made in writing or in accordance with such other methods as may be established by the Administrative Committee in accordance with the requirements of Section 404(c) of ERISA and shall be effective as soon as administratively practicable following the election.

 

(a)

Upon a Member’s Total Disability, death, or attainment of his Normal Retirement Age while an Employee, his interest in his Employer Contribution Account shall be fully vested and nonforfeitable.

 

(i)

If a Member who has not performed one Hour of Service after April 30, 2007 terminates employment before attaining his Normal Retirement Age for any reason other than Total Disability or death, his vested interest in his Employer Contribution Account shall be determined in accordance with the following schedule:

 

(ii)

If a Member who has performed at least one Hour of Service after April 30, 2007 terminates employment before attaining his Normal Retirement Age for any reason other than Total Disability or death, his vested interest in his Employer Contribution Account shall be determined in accordance with the following schedule:

 

(a)

In the case of a Member who received a distribution of his entire vested Account balance under the Plan and who is rehired by a Participating Employer in employment covered under the Plan, then the amount forfeited pursuant to Section 8.03 shall be restored if the Eligible Employee repays the full amount of the distribution before the earlier of:

 

(i)

5 years after the first date on which the Member is subsequently reemployed; or

 

(ii)

the date the Member incurs 5 consecutive Breaks in Service following the date of the distribution.

 

(b)

In the case of a Member who is deemed to have received a distribution of his entire, vested interest under the Plan and who is rehired by a Participating Employer, then the amount forfeited pursuant to Section 8.03 shall be restored if the Member again is rehired by the Participating Employer before the date on which he incurs 5 consecutive Breaks in Service.

 

(c)

A Member who is reemployed by an Affiliated Company after the occurrence of 5 consecutive Breaks in Service shall not have any restoration rights with respect to the previously forfeited balance in his Employer Contribution Account.

 

(a)

Forfeitures of Employer Contributions shall be used to pay Plan expenses or reduce the amount of Employer Contributions which are to be made by the Participating Employer for the following Plan Year.

 

(b)

If an amount must be restored to a reemployed Member’s Employer Contribution Account in accordance with Section 8.04, such restoration shall be made, as directed by the Administrative Committee, from forfeitures attributable to, or net income of the Trust which would otherwise be allocated to Members employed by such Participating Employer, and/or from a contribution made by such Participating Employer for that purpose.

 

(a)

60 days after the amendment is adopted;

 

(b)

60 days after the amendment becomes effective; or

 

(c)

60 days after the Member is issued written notice of the amendment by the Administrative Committee.

 

(a)

The Member must be actively employed by a Participating Employer and must have completed at least 5 Years of Service.

 

(b)

The Member must establish to the satisfaction of the Administrative Committee that a loan is needed to meet an immediate and heavy financial need caused by a serious illness, accident, or catastrophe incurred by

 

(i)

the Member, or

 

(ii)

any of the following individuals if the individual received over one-half of their support from the Member for the entire twelve month-period prior to the date on which such loan is requested:

 

(A)

the Member’s spouse, if living with the Member,

 

(B)

the Member’s sons and daughters, both natural and legally adopted,

 

(C)

the Member’s parents or grandparents, or

 

(D)

the Member’s brothers or sisters, provided that their principal place of residence prior to the date that the loan is requested is the Member’s household.

 

(a)

$50,000 reduced by the excess (if any) of

 

(i)

the highest outstanding balance of loans from the Plan to the Member during the one-year period ending on the day before the date the loan is made, over

 

(ii)

the outstanding balance of loans from the Plan to the Member on the date the loan is made; or

 

(b)

50% of the current balance of the vested portion of the Member’s Employer Contribution Account, determined as of the most recent Valuation Date occurring prior to the date on which the loan is made.

 

(a)

A loan to a Member shall be made on loan application forms designated by the Administrative Committee and shall be evidenced by the Member’s recourse promissory note in the form prescribed by the Administrative Committee.

 

(b)

The period for repayment of a loan shall not exceed 5 years.

 

(c)

The annual interest rate on loans will be One Percent plus the Prime Lending Rate stated in the Money Rates section of The Wall Street Journal on the first business day of the month in which the loan application is approved by the Administrative Committee.

 

(d)

Loan repayments of principal and interest shall be amortized in level payments payable each payroll period over the term of the loan and, for Employees, shall be made by payroll deduction; provided, that a Member who is on an approved leave of absence shall continue to repay the loan through monthly payments of principal and interest due on the first day of each month.  Loan repayments shall commence with the first full pay period following the date on which the loan is received.

 

(e)

Partial or full loan prepayments may be made at any time, provided that the minimum prepayment must be at least $1,000 or, if smaller, the outstanding balance of the loan.  Partial prepayments will first be credited against accrued interest and then against outstanding principal on the day the prepayment is received.

 

(a)

A Member shall be considered to be in default if the Member (i) misses three consecutive scheduled monthly repayments or (ii) fails to make an installment payment when due and does not make that installment period by the last day of the calendar quarter following the calendar quarter in which it was due (or any shorter grace period established by the Administrative Committee).

 

(b)

If a loan is in default and not cured, it shall become immediately due and payable as of the last day of the month in which it is declared in default.  If the default is not cured within 30 days, in addition to any other remedies permitted by law, any outstanding Plan loan balance (including interest accrued and unpaid thereon) to the Member may be charged against the Member’s Account at such time as the Member is permitted to obtain a distribution or withdrawal from his Account under the terms of the Code (without regard to limitations in the Plan that are narrower than required by the Code and without regard to whether or not the Member has attained age 59-1/2 or terminated employment, and whether or not such charge is on account of any financial hardship of the Member).  The outstanding loan balance shall be treated as repaid to the extent of such charge.  The amount of any default will be treated as a “deemed distribution” within the meaning of Section 72(p) of the Code, and shall be treated as a distribution to the extent of any charge against the Member’s Account.  The Plan Administrative Committee will have the legal rights and remedies of a creditor in collecting the remaining amount of any outstanding loan not satisfied by a charge against the Member’s Account.

 

(a)

In the case of a married Member who became a participant in the Plan prior to May 1, 1995, no payment shall be made to such Member without the written consent of the Member’s spouse.  Any written consent required of a Member’s spouse shall acknowledge the effect of the consent and shall be witnessed by a representative designated by the Administrative Committee or a notary public.  The consent of a spouse shall not be required if the Administrative Committee determines that the spouse cannot be located or that the Code and ERISA otherwise do not require such consent.

 

(b)

Distribution of any withdrawal under this Article shall be made as soon as practicable following the Administrative Committee’s approval of the application for the withdrawal.

 

(c)

A Member may not make a withdrawal from his Account more often than once in any Plan Year or at such other times as may be permitted pursuant to uniform rules prescribed by the Administrative Committee.

 

(d)

Any withdrawal made under this Article 10 shall be at least in the amount of $1,000, or, if smaller, the balance credited to the Member’s Voluntary Contributions Account.

 

(a)

If the vested balance of the Member’s Account does not exceed $1,000 (or $5,000, effective prior to March 28, 2005), distribution shall be made as soon as practicable after the Valuation Date next following the termination of employment.

 

(b)

If the vested balance of a Member’s Account exceeds $1,000 (or $5,000, effective prior to March 28, 2005), no distribution will be made without the prior written consent of the Member.  If such consent is not given, distribution shall be made as soon as practicable following the earlier of:

 

(i)

the date on which the Administrative Committee receives a properly completed distribution election form; or

 

(ii)

as soon as practicable after the later of the Valuation Date following the Member’s attainment of his Normal Retirement Age or the expiration of the 90-day period beginning on the date on which the Administrative Committee provides the notices required by Section 402(f) of the Code and Section 1.411(a)-11(c) of the Income Tax Regulations to the Member.

 

(a)

the date on which the Administrative Committee receives a properly completed distribution election form; or

 

(b)

the expiration of the 180-day period beginning on the date on which the Administrative Committee provides the notices required by Section 402(f) of the Code and Section 1.411(a)-11(c) of the Income Tax Regulations to the Member.

 

(a)

In the event a Member dies before payment of his Account begins, his Beneficiary (as determined in accordance with Section 11.08 below) shall be entitled to receive distribution of the Account as of the Valuation Date coincident with or next following his death.  Distribution shall be made as soon as practicable following the earlier of:

 

(i)

the date on which the Administrative Committee receives a properly completed distribution election form; or

 

(ii)

the expiration of the 90-day period beginning on the date on which the Administrative Committee provides the notices required by Section 402(f) of the Code and Section 1.411(a)-11(c) of the Income Tax Regulations to the designated Beneficiary.

 

(a)

Definitions.

 

(i)

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 distributee’s 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.  For purposes of the direct rollover provisions in this Section 11.07, and any amount that is distributed on account of hardship shall not be an eligible rollover distribution.  Notwithstanding the foregoing, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income.  However, such portion consisting of after-tax contributions may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.  2009 RMDs and Extended 2009 RMDs (as such terms are defined in Section 17.06 of the Plan) will not be treated as eligible rollover distributions in 2009.

 

(ii)

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, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution, an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from the Plan.  This definition of eligible retirement plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.  Effective with respect to distributions made after December 31, 2007, an “eligible retirement plan” shall also mean a Roth IRA described in Code Section 408A.  Effective with respect to distributions made after December 31, 2009, in the case of an eligible rollover distribution to a nonspousal distributee (a ”Nonspouse Rollover”), an eligible retirement plan is an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code that was established for the purpose of receiving the distribution on behalf of such nonspousal distributee.  In order for such eligible retirement plan to accept a Nonspouse Rollover on behalf of a nonspousal distributee, (1) a direct trustee-to-trustee transfer must be made to such eligible retirement plan and shall be treated as an eligible rollover distribution for purposes of the Code, (2) the individual retirement plan shall be treated as an inherited individual retirement account or individual retirement annuity (within the meaning of Section 408(d)(3)(C) of the Code) for purposes of the Code, and (3) Section 401(a)(9)(B) of the Code (other than clause (iv) thereof) shall apply to such plan.

 

(iii)

Distributee:  A distributee includes a Member or former Member.  In addition, the Member or former Member’s surviving spouse and the Member or former Member’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.  Effective with respect to distributions made after December 31, 2009, a distributee shall include a Member’s designated beneficiary who is not the Member’s spouse or former spouse (“nonspousal distributee”).

 

(iv)

Direct rollover:  A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee.

 

(a)

Each Member may designate, in the form and manner prescribed by the Administrative Committee, one or more persons as the Beneficiary of his Account; provided, however, that if the Member is survived by a spouse, such spouse shall be the Member’s sole Beneficiary unless the spouse consents, in writing and in a form prescribed by the Administrative Committee, to the Member’s designation of one or more other persons to be the Beneficiary of all or a portion of the Member’s Account.  Any Beneficiary designation made by a Member may be changed or revoked by the Member at any time or from time to time during his lifetime; provided, however, that any such change or revocation shall not reduce the portion of the Account payable to his spouse without the written consent of the spouse.  Any written consent required of a Member’s spouse shall acknowledge the effect of the consent and shall be witnessed by a representative designated by the Administrative Committee or a notary public.  The consent of a spouse shall not be required if the Administrative Committee determines that the spouse cannot be located or that the Code and ERISA otherwise do not require such consent.

 

(b)

if no Beneficiary is designated or survives the Member, the balance of his Account shall be paid to his issue per stirpes; provided, that if there is no surviving issue, the Account shall be paid to his estate.

 

(a)

If a Member elects to have his Account distributed in installments, the amount to be so distributed each year must be at least equal to the quotient obtained by dividing the Member’s benefit by the life expectancy of the Member and his Beneficiary.  Life expectancy and joint and last survivor expectancy shall be computed by the use of the return multiples contained in Section 1.72-9 of the Income Tax Regulations.  For purposes of this computation, a Member’s life expectancy, may be recalculated no more frequently than annually; however, the life expectancy of a Beneficiary, other than the Member’s spouse, may not be recalculated.  If the Member’s spouse is not the Beneficiary, the method of distribution selected must assure that at least 50% of the present value of the amount available for distribution is paid within the life expectancy of the Member.

 

(b)

In the event a Member dies after the commencement of the payment of benefits under the Plan, the remaining portion of such benefits will continue to be distributed at least as rapidly as under the method of distribution being used prior to the Member’s death.

 

(c)

The Administrative Committee may establish rules permitting a Member or Beneficiary who is receiving payment of benefits in installments to elect to have the balance of the benefits distributed in a single lump sum payment.

 

(a)

The Administrative Committee shall have the exclusive right and full authority and power, in its sole and absolute discretion, to apply, interpret, administer and construe the Plan and any other Plan documents and to decide all matters arising in connection with the operation or administration of the Plan.  Without limiting the generality of the foregoing, the Administrative Committee shall have the following powers and duties:

 

(i)

To formulate, interpret, apply and enforce such rules, regulations and policies as it deems necessary or proper to administer the Plan;

 

(ii)

To process, and approve or deny, benefit claims and rule on any benefit exclusions and determine the standard of proof in any case;

 

(iii)

To interpret the Plan, its interpretation thereof to be final and conclusive on all persons claiming benefits under the Plan.  The Administrative Committee also has discretion and authority to interpret Plan terms to reflect the Plan sponsor's intent.  In the event of a scrivener's error that renders a Plan term inconsistent with the Plan sponsor's intent, the Plan sponsor's intent controls, and any inconsistent Plan term is made expressly subject to this requirement;

 

(iv)

To take all actions and make all decisions with respect to the eligibility for, and the amount of, benefits payable under the Plan;

 

(v)

To decide all questions, including legal or factual questions, relating to the Plan or the calculation and payment of benefits under the Plan;

 

(vi)

To resolve and/or clarify any ambiguities, inconsistencies and omissions arising under the Plan or other Plan documents; and

 

(vii)

To exercise all other powers specified in the Plan.

 

(b)

All determinations and interpretations made by the Administrative Committee with respect to any matter arising under the Plan and any other Plan documents shall be final and binding on all affected Members (and their Beneficiaries) and other individuals claiming benefits under the Plan.  Any determination made by the Administrative Committee shall be given deference in the event it is subject to judicial review and shall be overturned only if it is arbitrary and capricious.  The Administrative Committee may delegate any other such duties or powers as it deems necessary to carry out the administration of the Plan and may adopt such rules for the conduct of its affairs as it deems appropriate.

 

(a)

any action or failure to act,

 

(b)

the payment of any amount under the Plan,

 

(c)

any mistake of judgment made by him or on his behalf, or

 

(d)

any omission or wrongdoing of any member of the Administrative Committee.  No member of the Administrative Committee shall be personally liable under any contract, agreement, bond, or other instrument made or executed by him or on his behalf as a member of the Administrative Committee.

 

(a)

All claims for benefits under the Plan by a Member or his Beneficiary with respect to benefits not received by such person shall be made in writing to the Administrative Committee, which shall review such claims.  A decision regarding the claim will be made by the Administrative Committee within ninety (90) days from the date the claim is received by the Administrative Committee, unless it is determined that special circumstances require an extension of time for processing the claim, not to exceed an additional ninety (90) days.  If such an extension is required, written notice of the extension will be furnished to the claimant prior to expiration of the initial 90-day period.  The notice of extension will indicate the special circumstances requiring the extension of time and the date by which the Administrative Committee expects to make a determination with respect to the claim.  If the extension is required due to the claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the Plan’s request for information.

 

(b)

A claimant whose application for benefits under the Plan has been denied, in whole or in part, will be provided with written notice of the determination, setting, forth:  (i) the specific reason(s) for the adverse benefit determination, with references to the specific Plan provisions on which the determination is based; (ii) a description of any additional material or information necessary for the claimant to perfect the claim (including an explanation as to why such material or information is necessary); and (iii) a description of the Plan’s review procedures and the applicable time limits, as well as a statement of the claimant’s right to bring a civil action under ERISA following an adverse benefit determination on review.

 

(c)

If an adverse benefit determination is made by the Administrative Committee, the claimant (or his/her authorized representative) may request a review of the determination.  All requests for review must be sent in writing to the Administrative Committee within sixty (60) days after receipt of the notice of denial or other adverse benefit determination.  In connection with the request for review, the claimant (or his duly authorized representative) may submit written comments, documents, records, and other information relating to the claim.  In addition, the claimant will be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim.  The review by the Administrative Committee will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim.

 

(d)

A decision on review will be made by the Administrative Committee within sixty (60) days after receipt of the claimant’s request for review, unless the Administrative Committee determines that special circumstances require an extension of time for processing the request for review, in which case the decision will be made within an additional sixty (60) days.  The claimant will be notified in advance of any such extension.  The notice will describe the special circumstances requiring the extension, and will inform the claimant of the date as of which the determination will be made.  If the extension is required due to the claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the claimant until the date on which the claimant responds to the Plan’s request for information.

 

(e)

The claimant will be notified in writing of the determination on review.  If an adverse benefit determination is made on review, the notice will include:  (i) the specific reason(s) for the determination, with references to the specific Plan provisions on which it is based; (ii) a statement that the claimant 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 claim; and (iii) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA.  The decision of the Administrative Committee on review shall be final and binding on all parties.

 

(a)

no amendment that materially affects the Trustee’s duties shall be effective without the written consent of the Trustee;

 

(b)

no amendment shall cause the Trust Fund to be used other than for the exclusive benefit of Members and their Beneficiaries; and

 

(c)

no amendment shall eliminate or reduce a “Section 411(d)(6) Protected Benefit” within the meaning of Section 1.41 l(d)-4 of the Income Tax Regulations except to the extent permitted by Section 411(d)(6) of the Code and the regulations thereunder.

 

(a)

If the Plan is terminated in whole or in part, the interest of each Member affected by the termination in his Account will become fully vested and nonforfeitable as of the date of the termination.

 

(b)

If the Plan is terminated in whole or in part, the Administrative Committee shall determine the date and manner of distribution of all Members’ Accounts.

 

(c)

The Administrative Committee shall give prompt notice to each Member (or, if deceased, his Beneficiary) affected by the Plan’s complete or partial termination.

 

(a)

The participation of any Participating Employer in the Plan shall terminate (i) automatically at such time that it is no longer an Affiliated Company, (ii) at such time as determined in the sole discretion of the Administrative Committee.

 

(b)

The Administrative Committee shall notify the Trustee in writing of the termination of the Plan as to any Participating Employer, and the Trustee shall not accept any further contributions under the Plan from such Participating Employer and shall set aside in a separate account such part of the Trust Fund as the Administrative Committee shall, pursuant to paragraph (c), determine to be held for the benefit of eligible employees of the Participating Employer (and their beneficiaries), as of the last day of the Plan Year which is such Participating Employer’s termination date under the Plan.

 

(d)

The Trust shall continue as to any Participating Employer, despite receipt by the Trustee of notice of termination of the Plan as to such Participating Employer, for such time as may be necessary to effect such termination.  Upon receipt by the Trustee from the Administrative Committee of notice to terminate the Trust as to such Participating Employer, the Trustee shall, with reasonable promptness after receipt of such notice, arrange for the orderly distribution, in accordance with written instructions of the Administrative Committee which shall be given in conformity with the provisions of the Plan and ERISA, of the assets segregated with respect to such Participating Employer pursuant to this Article 14.

 

(a)

“Determination Date” means (i) the last day of the preceding Plan Year, or (ii) in the case of the first Plan Year, the last day of such Plan Year.

 

(b)

“Employer” means the Company and all Affiliated Companies.

 

(c)

“Key Employee” means any Employee or former Employee (including a deceased Employee) of the Employer who at any time during the Plan Year that includes the Determination Date was:

 

(i)

an officer of the Employer having annual compensation greater than $150,000 (as adjusted under Section 416(i)(1) of the Code).

 

(ii)

a 5% owner; or

 

(iii)

a 1% owner having annual compensation from the Employer in excess of $150,000.

 

(d)

“Permissive Aggregation Group” means the Required Aggregation Group of plans plus any other plan or plans of the Participating Employer which, when considered as a group with the Required Aggregation Group, would continue to satisfy the requirements of Sections 401(a)(4) and 410 of the Code.

 

(e)

“Required Aggregation Group” means (i) each qualified plan of the Participating Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and (ii) any other qualified plan of the Participating Employer which enables a plan described in clause (i) to meet the requirements of Section 401(a)(4) or 410 of the Code.

 

(f)

“Top-Heavy Plan” means with respect to any Plan Year, this plan if any of the following conditions exist:

 

(i)

If the Top-Heavy Ratio for this Plan exceeds 60% and this Plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans;

 

(ii)

If this Plan is a part of a Required Aggregation Group of plans but not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds 60%; or

 

(iii)

If this Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

 

(g)

“Top-Heavy Ratio” means as follows:

 

(i)

If the Participating Employer maintains one or more defined contribution plans (including any Simplified Employee Pension Plan) and the Participating Employer has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-Heavy Ratio for this Plan alone or for the Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed in the 5-year period ending on the Determination Date(s), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the 5-year period ending on the Determination Date(s), both computed in accordance with Section 416 of the Code and the regulations thereunder.  Both the numerator and denominator of the Top-Heavy Ratio are increased to reflect any contribution not actually made as of the determination date, but which is required to be taken into account on that date under Section 416 of the Code and the regulations thereunder.

 

(ii)

If the Participating Employer maintains one or more defined contribution plans (including any Simplified Employee Pension Plan) and the Participating Employer maintains or has maintained one or more defined benefit plans which during the 5-year period ending on the Determination Date(s) has or has had any accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees, determined in accordance with clause (i) above, and the present value of accrued benefit under the aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with clause (i) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code and the regulations thereunder.  The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are increased for any distribution of any accrued benefit made in the five-year period ending on the Determination Date.

 

(iii)

For purposes of clauses (i) and (ii) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Section 416 of the Code and the regulations thereunder for the first and second plan years of a defined benefit plan.  The account balances and accrued benefits of a participant (A) who is not a Key Employee but who was a Key Employee in a prior year, or (B) who has not been credited with at least one Hour of Service with any Employer maintaining the plan at any time during the 5-year period ending on the Determination Date will be disregarded.  The calculation of the Top-Heavy ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Section 416 of the Code and the regulations thereunder.  Deductible employee contributions will not be taken into account for purposes of computing the top-heavy ratio.  When aggregating plans the value of account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.

 

(iv)

Notwithstanding the foregoing, effective May 1, 2002, this subsection  (h)(iv) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the Determination Date.  The present value of accrued benefits and the amounts of account balances of an Employee shall include, to the extent not otherwise included, any amounts distributed to the Participant or the Participant’s Beneficiary during the Plan Year under the Plan and any plan aggregated with the Plan under Code Section 416(g)(2), during the 1-year period ending on the Determination Date.  The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i).  In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”  The accrued benefit under a defined benefit plan or the account balance under a defined contribution plan with respect to any individual who has not performed services for an Employer maintaining the plan at any time during the 1-year period ending on the applicable Determination Date or with respect to a Participant who is not a Key Employee for a Plan Year, although such person was a Key Employee in a prior Plan Year, shall not be taken into account.

 

(a)

For any Plan Year during which the Plan is a Top-Heavy Plan, the following Vesting Schedule shall apply to any Member who has been credited with an Hour of Service after the Plan initially became a Top-Heavy Plan:

 

(b)

If the Plan ceases to be a Top-Heavy Plan, such change shall be considered to be an amendment of the vesting schedule which is subject to the election requirements in Section 8.06.  In no event may a Member’s vested interest be decreased as a result of a change in the Plan’s status.

 

(a)

If a Member is a non-Key Employee on the last day of a Top-Heavy Plan Year, and is not a participant in any other plan maintained by a Participating Employer that provides him with such a minimum contribution or with a comparable minimum accrual, the total of the employer contribution allocated to such Member’s Account for such Top-Heavy Plan Year shall not be less than 3% of his Compensation for the Top-Heavy Plan Year, the Participating Employer has no defined benefit plan which designates the Plan to satisfy Section 401(a)(4) or Section 410 of the Code and the highest percentage obtained by dividing the sum of the employer contribution made for the benefit of each Key Employee by the Key Employee’s Compensation for such Year is less than 3%, such highest percentage shall be substituted therefor in the preceding clause.

 

(b)

In the event a Member who is a non-Key Employee is covered under both a defined contribution plan and a defined benefit plan maintained by a Participating Employer, notwithstanding anything herein to the contrary, the minimum contribution or benefit required by this Section 15.04 and by Section 416 of the Code shall be deemed satisfied if any one of the following rules are satisfied:

 

(i)

each such Member receives the defined benefit minimum as specified in Section 416(c)(1) of the Code;

 

(ii)

the defined benefit minimum (as defined in clause (i), above) is provided each such Member by the defined benefit plan and is offset by the benefits provided under the defined contribution plan;

 

(iii)

the defined contribution plan provides aggregate benefits at least comparable to those provided by the defined benefit plan; or

 

(iv)

if contributions and forfeitures under the defined contribution plan equal 5% of the Compensation for each Top-Heavy Plan.

 

(a)

Except as specifically provided in the Plan, under no circumstances shall any funds contributed to the Trust Fund or any assets of the Trust Fund ever revert to, or be used by, the Company or any Affiliated Company.

 

(b)

Any contributions made by a Participating Employer may be returned to the Participating Employer if:

 

(i)

the contribution is made by reason of a mistake of fact; or

 

(ii)

the contribution is conditioned on its deductibility for federal income tax purposes (each contribution shall be deemed to be so conditioned unless otherwise stated in writing by the Participating Employer) and such deduction is disallowed;

 

(a)

The Member’s entire interest will be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.

 

(b)

If the Member dies before distributions begin, the Member’s entire interest will be distributed, or begin to be distributed, no later than as follows:

 

(i)

If the Member's surviving spouse is the Member’s sole designated Beneficiary, then, unless the Plan provides for an earlier date, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70½, if later.

 

(ii)

If the Member’s surviving spouse is not the Member’s sole designated Beneficiary, then, unless the Plan provides for an earlier date, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Member died.  With respect to lump sum distributions, the preceding sentence shall not apply, and unless the Plan provides for an earlier date, the Member’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member's death.

 

(iii)

If there is no designated Beneficiary as of September 30 of the year following the year of the Member’s death, unless the Plan provides for an earlier date, the Member’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Member's death.

 

(iv)

If the Member’s surviving spouse is the Member’s sole designated Beneficiary and the surviving spouse dies after the Member but before distributions to the surviving spouse begin, this Section 17.02(b), other than Section 17.02(b)(i), will apply as if the surviving spouse were the Member.

 

(c)

Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 17.03 and 17.04 of this Article.  If the Member's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

Required Minimum Distributions During Member’s Lifetime. 

 

(a)

During the Member’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

 

(i)

the quotient obtained by dividing the Member's Account Balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

 

(ii)

if the Member’s sole designated Beneficiary for the Distribution Calendar Year is the Member’s spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Member’s and spouse’s attained ages as of the Member’s and spouse’s birthdays in the Distribution Calendar Year.

 

(b)

Required minimum distributions will be determined under this Section 17.03 beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

 

(a)

Death On or After Date Distributions Begin.

 

(i)

If the Member dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member's Account Balance by the longer of the remaining Life Expectancy of the Member or the remaining Life Expectancy of the Member’s designated Beneficiary, determined as follows:

 

(ii)

If the Member dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Member’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member's Account Balance by the Member’s remaining Life Expectancy calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

 

(b)

Death Before Date Distributions Begin.

 

(i)

If the Member dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member's Account Balance by the remaining Life Expectancy of the Member’s designated Beneficiary, determined as provided in Section 17.04(a).  With respect to lump sum distributions, the preceding sentence shall not apply, and unless the Plan provides for an earlier date, the Member’s entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Member's death.

 

(ii)

If the Member dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Member’s death, then, unless the Plan provides for an earlier date, distribution of the Member's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Member's death.

 

(iii)

If the Member dies before the date distributions begin, the Member’s surviving spouse is the Member’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 17.02(b)(i), this Section 17.04(b) will apply as if the surviving spouse were the Member.

 

(a)

“Designated Beneficiary” shall mean the individual who is designated as the Beneficiary under Section 11.08 of the Plan and is the designated beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

 

(b)

“Distribution Calendar Year” shall mean a calendar year for which a minimum distribution is required.  For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member's Required Beginning Date.  For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 17.02(b).  The required minimum distribution for the Member's first Distribution Calendar Year will be made on or before the Member's Required Beginning Date.  The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member's Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

 

(c)

“Life Expectancy” shall mean life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

 

(d)

“Member’s Account Balance” shall mean the Account Balance as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year (Valuation Calendar Year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account Balance as of dates in the Valuation Calendar Year after the valuation date and decreased by distributions made in the Valuation Calendar Year after the valuation date.  The Account Balance for the Valuation Calendar Year includes any amounts rolled over or transferred to the Plan either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed or transferred in the Valuation Calendar Year.

 

(e)

“Required Beginning Date” shall mean the April 1st of the calendar year following the later of (i) the calendar in which the Member attains age 70-1/2, or (ii) the calendar year in which the Member retires, provided however, that in the case of a Member who is a 5% owner (as defined in Code Section 416(i)(1)(B)) at any time during the 5-Plan-Year period ending in the calendar year in which such Member attains age 70-1/2, benefits payable to such 5% owner must commence no later than the April 1st following the end of the calendar year in which such 5% owner attains age 70-1/2, or the April 1st following the end of any subsequent calendar year if he or she becomes a 5% owner during such subsequent calendar year.