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EXHIBIT 10.1
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A.C. Moore Arts & Crafts, Inc.
401(k) Plan
Summary Plan Description
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TABLE OF CONTENTS
INTRODUCTION TO YOUR PLAN 3
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GENERAL INFORMATION ABOUT YOUR PLAN 4
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ELIGIBILITY AND PARTICIPATION 5
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Eligibility 5
Participation Requirements 5
Entry Date 5
YOUR CONTRIBUTIONS TO THE PLAN 5
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Compensation 5
Elective Deferrals 5
YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN 6
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Employer Matching Contributions 6
BENEFITS UNDER YOUR PLAN 7
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Normal Retirement Age 7
Disability 8
In-Service Distributions 8
Hardship Withdrawals 8
Loan Availability 9
STATEMENT OF ERISA RIGHTS 13
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CLAIMS PROCEDURES 14
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PENSION BENEFIT GUARANTY CORPORATION 15
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INTRODUCTION TO YOUR PLAN
Your Employer has instituted this Plan to reward efforts made by Employees who
contribute to the overall success of the Company. The Plan is exclusively for
the benefit of Participants and their Beneficiaries. The purpose of the Plan is
to help you build financial security for your retirement and to help protect you
and your Beneficiaries in the event of your death or Disability.
This Plan is a 401(k) plan. It offers you a built in savings system through
pre-tax payroll deductions. It also offers attractive tax advantages, the
freedom to choose investments according to your needs, the flexibility to change
your investments as your needs change, and a way to build capital for a secure
retirement.
Under the terms of this Plan, you may choose to defer a portion of your current
salary, which your Employer then contributes to the plan on a pre-tax basis.
Contributions are not subject to Federal income tax, and in most cases are also
exempt from state or local income taxes. Since your contributions are not
subject to Federal income tax, your taxable income is reduced.
The laws governing plans like this one contain many provisions that may affect
your retirement. You should contact your Plan Administrator with any questions
about the Plan before you make any decisions related to your retirement. For
specific tax advice, you should contact your tax advisor.
This Summary Plan Description (SPD) summarizes the key features of your Plan,
and your rights, obligations and benefits under the Plan. Some of the statements
made in this SPD are dependent upon this Plan being "qualified", or approved by
the Internal Revenue Service. Please contact your Plan Administrator with any
questions you may have after you have read this summary.
Every effort has been made to make this description as accurate as possible.
However, this booklet is not a Plan document. This SPD is not meant to
interpret, extend, or change the provisions of the Plan in any way. The terms of
the Plan are stated in and will be governed in every respect by the Plan
document. Your right to any benefit depends on the actual facts and the terms
and conditions of the Plan document, and no rights accrue by reason of any
statement in this summary. A copy of the Plan document is available at the
principal office of your Employer for inspection. You, your Beneficiaries, or
your legal representatives may request to inspect the Plan Document at any
reasonable time.
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GENERAL INFORMATION ABOUT YOUR PLAN
Employer/Plan Sponsor A. C. Moore Arts & Crafts, Inc.
and Plan Administrator 500 University Court
Blackwood, NJ 08012
(609) 228-6700
Employers Tax ID Number: 22-3527763
Plan Trustee(s): Merrill Lynch Trust Company
300 Davidson Avenue
2nd Floor West
Somerset, New Jersey 08873
Plan Name: A.C. Moore Arts & Crafts, Inc. 401(k) Plan
Plan Number: 001
Plan Effective Date: January 1, 1999
Employer Tax Year: January 1st through December 31st
Plan Year End: December 31st
Type of Recordkeeping: Contract Administration
Type of Plan: 401(k)
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The Plan Administrator keeps the records for the Plan, and is responsible for
the interpretation and administration of the Plan. All Plan Records will be kept
on the basis of the Plan Year. The Plan Administrator may hire a third party
record keeper to perform the administrative functions of the Plan. If you have
questions about the Plan you should write to the Plan Administrator. The Plan
Administrator and the Trustees are designated as the Agents for Service of Legal
Process.
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ELIGIBILITY AND PARTICIPATION
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Eligibility: All Employees of the Employer and Participating Affiliates are
eligible to participate in this Plan, except non-resident aliens,
and Employees who are members of a union who bargained separately
for retirement benefits during negotiations.
Participating Affiliates: A.C. Moore, Inc.; Blackwood Assets, Inc.; and Moorestown Finance,
Inc
Participation Requirements (401(k)): If you are not excluded from participation due to the above, you
will become eligible to participate in the Plan upon attaining age
21 and completing one (1) Year of Service.
A "Year of Service" is a twelve consecutive month period,
beginning on your date of hire, during which you complete 1,000
"Hours of Service". An Hour of Service is any hour for which you
are paid or entitled to payment.
If you fail to complete 1,000 Hours of Service during your initial
twelve months of employment, you may still complete a Year of
Service by being credited with 1,000 Hours of Service during any
subsequent twelve month period ending on your employment
anniversary date.
If you do not meet the eligibility requirements, you will not be
eligible to participate in this Plan.
Entry Date: You will become a Participant in the Plan on the Entry Date
coincident with or next following the date you meet the
participation requirements. The Entry Dates for this Plan are the
first day of each month.
YOUR CONTRIBUTIONS TO THE PLAN
Compensation: Compensation means the total salary or wages paid to you as shown
on your W-2, to a maximum of $160,000*.
For the first year you participate in the Plan, only
Compensation earned after your Entry Date will be used to
determine your share of your Employer's Contribution.
* Adjusted periodically for cost of living by the IRS.
Elective Deferrals: Up to 20% of Annual Compensation, to a maximum of $10,000* per
calendar year.
* Adjusted periodically for cost of living by the IRS.
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This limitation is an aggregate limit that applies to all
deferrals you make to this Plan and to any other elective deferral
plan, including tax sheltered annuity contracts, simplified
pension plans, or other 401(k) plans.
Making and Modifying 401(k) Elections: You may discontinue deferrals at any time, upon written notice to
the Plan Administrator. Your instructions to cease Elective
Deferrals will be implemented as of the first payroll period
following the date you notified your Plan Administrator.
To resume your Elective Deferral Contribution, you must provide
written notice to your Plan Administrator, and wait until the next
monthly interval.
You may increase or decrease your Elective Deferral Contribution
Percentage at monthly intervals throughout the Plan Year.
Investment of Contributions: As a Participant in this Plan, you direct the investment of your
account(s). Your Plan provides a menu of investment options from
which you may select your investments. You may modify your
investment elections, transfer existing account balances, and
obtain information regarding your investments on a daily basis.
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You should be aware that your investment decisions will ultimately affect the
retirement benefits to which you will become entitled. Your Employer and the
Plan Trustee(s) cannot provide you with investment advice, nor are they
obligated to reimburse any participant for any investment loss that may occur as
a result of his or her investment decisions. There is no guarantee that any of
the investment options available in this Plan will retain their value or
appreciate.
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YOUR EMPLOYER'S CONTRIBUTIONS TO THE PLAN
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Employer Matching Contributions: Your Employer may make a contribution to the Plan known as a
401(k) Matching Contribution. Your Employers 401(k) Matching
Contribution, if any, will be an amount not to exceed 100% of the
first 6% of your Compensation contributed as an Elective Deferral
subject to a maximum of $1,500. In 1999, your employer will
contribute 25% of the first 6% of your contribution to a maximum
of $1,500.
Eligibility for Employer Matching Any Participant who makes an Elective Deferral Contribution will
Contributions: be eligible to receive an Employer Matching Contribution.
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Vesting: Vesting means that for each Year of Service you complete you
become entitled to all or a portion of your Employer Contributions
Account(s). For purposes of determining your vested account
balance, Years of Service prior to the effective date of the Plan
will not be counted.
For example, if the effective date of the Plan is January 1, 1999
and you were employed as of that date, you will have completed a
Year of Service for vesting purposes on each January 1st for which
you remain employed. If you were employed after January 1, 1999,
you will be credited with a Year of Service for vesting purposes
on each anniversary of your Date of Hire.
Vesting of Elective Deferrals: You are always 100% vested in your Elective Deferrals.
Vesting Schedule for Employer 401(k) Matching Contributions
Years of Service Vested Percentage
1 0%
2 33 1/3%
3 66 2/3%
4 100%
Year of Service for Vesting Defined: You will have completed a Year of Service for vesting purposes on
each anniversary of your date of hire with your Employer.
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If this is an amended or restated Plan, your vested percentage cannot be less
than your vested percentage prior to the amendment or restatement of this Plan.
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Forfeitures: If you terminate service prior to being fully vested in your
Employer 401(k) Matching Contribution Account, you forfeit the
amount in which you are not vested. Forfeitures will be used to
reduce future Employer 401(k) Matching Contributions to the Plan.
BENEFITS UNDER YOUR PLAN
Normal Retirement Age: Your Normal Retirement Age is age 65.
You are 100% vested in your Employer Contribution Account(s) upon
your Normal Retirement Date.
Early Retirement Age: Your Early Retirement Age is the attainment of age 55.
You are 100% vested in your Employer Contribution Account(s) upon
your Early Retirement Date.
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Disability: You will be considered to be disabled if your injury or medical
condition causes you to be unable to engage in any substantial
gainful activity for a continuous period of at least twelve
months. Benefit payments will begin as soon as feasible after your
Disability Retirement Date.
You are 100% vested in your Employer Contribution Account(s) if
you are deemed disabled.
In-Service Distributions: As an active Participant in the Plan, you may, upon attaining age
59 1/2, submit a written application to the Plan Administrator to
withdraw all or a portion of your vested account balance.
Hardship Withdrawals As an active Participant in the Plan, you may submit a written
application to the Plan Administrator for a hardship withdrawal,
if you are experiencing an immediate and heavy financial need.
Events Which Qualify For A Hardship 1. To cover medical expenses incurred by you, your spouse or your
Distribution dependents;
2. For the purchase of a principal residence (excluding mortgage
payments);
3. For the payment of tuition and related educational fees for
the next twelve months of post-secondary education for you, your
spouse, your children or your dependents;
4. For the payment of amounts necessary to prevent eviction from
or foreclosure on your principal residence.
All other forms of financial assistance must be explored and
exhausted before a Hardship
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If you take a hardship withdrawal, your Elective Deferral Contributions will be
suspended for a period of twelve months following the date of the withdrawal.
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Tax Consequences for Receiving A Distribution Distribution or withdrawal of your vested account balance may be
or Withdrawal: subject to ordinary income taxes or early distribution penalties.
Please consult your tax advisor prior to taking any distribution
or withdrawal.
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Loan Availability: An active Participant in the Plan may request a loan from the
Plan. A loan allows you to borrow money from your account without
incurring a penalty. You must repay the loan with interest, on an
after tax basis, usually through payroll deduction.
Once you request a loan, your Employer is required to approve the
loan. After approval, you will receive a check with an attached
promissory note. By endorsing the check, you agree to the terms
and repayment conditions in the promissory note.
As an active Participant in the Plan, you may request a loan from
the Plan. The loan amount is available by calling the Voice
Response System.
Loan Requirements: 1. Loans are available to all participants in the Plan on a
uniform and nondiscriminatory basis.
2. Loans must bear a reasonable rate of interest.
3. The loan must be adequately secured.
Loan Limitations: You may borrow any amount up to 50% of your vested account
balance. However, your loan can be no more than $50,000 minus
your highest outstanding loan amount during the prior 12 months.
Loan Repayments: Repayment of a loan must be made at least quarterly, on an
after-tax basis, in level payments of principal and interest, and
repaid within five years, except for the purchase of a primary
residence.
Tax Consequences of Plan Loans: If you fail to make loan repayments when they are due, you may be
considered to have defaulted on the loan. Defaulting on a loan
may be considered a distribution to you from the Plan, resulting
in taxable income to you and may ultimately reduce your benefit
from the Plan.
Death Benefits: Your Employer Contribution Account(s) become 100% vested upon your
death.
Your Beneficiary will be entitled to receive your account balance.
If you are married at the time of your death, your surviving
spouse is your Beneficiary unless:
o You elect otherwise in writing (with the consent of your
spouse);
o You establish to the satisfaction of the Plan
Administrator that your spouse cannot be located.
o Your spouse has validly waived any right to the death
benefit.
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If you want to designate a Beneficiary other than your spouse, (an
"alternate Beneficiary") you must do so on a form provided by the
Plan Administrator. You may revoke or change this designation at
any time by filing written notice with the Plan Administrator,
however, your spouse must consent, in writing, to any alternate
Beneficiary. A Notary Public or Plan official must witness your
spouse's consent.
It is important that you notify the Plan Administrator of any
change in your marital status or change in your Beneficiary
designation.
Distributions Upon Death: If death occurs before Retirement Benefits begin, your Beneficiary
may choose to defer payment, or to receive payment based on the
following general guidelines:
o Payment may be made in the form of a life annuity for
Participants who transferred money from a prior plan where
this option was available;
o Payment may be made in installments payable in cash or in
kind, or part in cash and part in kind over a period not to
exceed your expected future lifetime or the joint expected
future lifetime (based on actuarial tables) of you and your
spouse;
o The entire sum must be distributed no later than the last
day of the year of the fifth anniversary of your death, if
your Beneficiary is not your surviving spouse;
o If your Beneficiary is your spouse, payment may be
postponed until December 31st of the calendar year in which
you would have attained age 65;
o Payment may be made in installments, as described above,
beginning on or before the December 31st following the year
in which you die.
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If death occurs after Retirement Benefits begin, but before your entire
Retirement Benefit has been paid, the remaining portion of your Retirement
Benefit will continue in the same form and for the same period as you originally
elected. In any case, payments will continue to be made at least as rapidly as
such payments were being made prior to your death.
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If you fail to designate an alternate Beneficiary, or your
alternate Beneficiary does not survive you, the benefit payable
from this Plan as a result of your death will be payable to your
Surviving Spouse. If you have no Surviving Spouse, the death
benefit will be paid to your estate.
If the value of your account is $5,000 or less, death benefits
will be distributed to your Beneficiary without your Beneficiary's
consent as soon as practicable following your death.
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Forms of Benefit: The normal form of payment with respect to your vested account
balance under this Plan is a lump sum. If your account balance is
$5,000 or less, you will receive a lump sum distribution as soon
as feasible following the date you terminated employment. If your
account balance is greater than $5,000, you (and your spouse, if
applicable) must give written consent before the distribution can
be made.
An optional form of payment with respect to your vested account
balance is installments payable in cash or in kind, or part in
cash and part in kind over a period not to exceed your expected
future lifetime, or the joint expected future lifetime (based on
actuarial tables) of you and your spouse.
If you transferred money from a prior plan, another form of
benefit may be available. You should consult with your tax
advisor regarding those options.
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You may request that all or part of any taxable distribution you receive from
the Plan, other than an annuity, installments paid over 10 or more years, or
required distributions after age 70 1/2, be rolled over directly from the
Trustees to the trustee or custodian of an eligible retirement plan. For this
purpose, an "eligible retirement plan" includes an individual retirement account
or annuity, or your new employer's qualified plan, if the plan accepts
rollovers. The Plan Administrator will notify you if any amount to be
distributed to you is an eligible rollover distribution. Special tax withholding
rules apply to any portion of the eligible rollover distribution which is not
rolled over directly to an eligible retirement plan.
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Top-Heavy Defined: A plan becomes Top-Heavy when 60% or more of the Plan's assets are
allocated to Key Employees. Key Employees are certain owners or
officers of your Employer. If the Plan becomes Top-Heavy certain
rules apply.
Top-Heavy Rules: A minimum contribution will be required to Non-Key Employees.
This contribution is the lesser of:
o three percent (3%) of Compensation; or
o the largest percentage of Compensation contributed by the
Employer on behalf of Key Employees.
o If you are a Participant in more than one plan maintained
by your Employer, you may not be entitled to minimum benefits
in more than one plan.
Vesting Schedule for Top-Heavy: Vesting schedule outlined earlier will apply.
Rollovers or Transfers: o You must submit a written request to your Plan
Administrator, who will determine whether a rollover or
transfer is acceptable;
o You may make such a contribution to this Plan prior to
being eligible for the Plan;
o Any amount rolled over or transferred to this Plan cannot
include personal IRA contributions;
o Prior to making a rollover or transfer, you should
consult with your tax advisor.
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Period of Severance: Under the elapsed time method, your Years of Service for vesting
purposes run from the date you first perform an Hour of Service
for your Employer until your severance from service date. A Period
of Severance begins on the earlier of:
o The date you quit, retire, are discharged, or die.
OR
o The first anniversary of the first date of a period in
which you remain absent from service with your Employer (with
or without pay) for any reason other than quitting, retirement,
discharge, or death. These reasons include vacation, holiday,
sickness, disability, leave of absence, or layoff.
If you are absent on military leave, you will not be considered to
have a Period of Severance if you return to work within 90 days of
your release from military duty, or any longer period during which
your reemployment rights are protected by law.
If you are on an authorized leave of absence (in accordance with
standard personnel policies), you will not be considered to have a
Period of Severance if you return to work immediately upon the
expiration of such leave of absence.
If you are on a leave of absence because of maternity or
paternity, you will not be considered to have a Period of
Severance until the second anniversary of the first date of your
leave. For example, if you went on maternity leave on October 1,
1995, you would not be considered to have severed service with
your Employer if you returned to work and performed an Hour of
Service before October 1, 1997. If you did not return to work on
or before October 1, 1997, you would incur a Period of Severance.
If you are reemployed after you incur a Period of Severance and
you were vested when you terminated employment, upon your
reemployment, you will be immediately eligible for the Plan, and
you will be vested at the same percentage as when you left.
If you are reemployed after you incur a Period of Severance and
you were not vested when you terminated employment, you will lose
credit for service you completed prior to your termination if your
absence is five years or longer.
If you are reemployed within five years after you incur a Period
of Severance, and you received a full or partial distribution
(including a "deemed" distribution if you had a $0 account
balance), you may return as a Participant at the same vested
percentage as when you left, provided you repay the amount
distributed to you within five years of the date you are
reemployed. After repayment, your account balance will be
restored to its original amount as though
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there had been no distribution, and any amount forfeited when you
left will be replaced by your Employer.
If you are reemployed after you incur a five-year Period of
Severance, you will not be given the opportunity to repay the
amount distributed to you and your vested percentage will be
determined based on your Years of Service beginning on your date
of reemployment.
If you terminate service prior to becoming a Participant in the
Plan, you will be treated as a new employee upon your
reemployment. To participate, you must meet the Eligibility
Requirements.
Qualified Domestic Relations Orders: As a general rule, your account balance may not be assigned. This
means that your accounts cannot be sold, used as collateral for a
loan, given away, or otherwise transferred. In addition, your
creditors may not attach, garnish or otherwise interfere with your
account.
An exception to this general rule is a "qualified domestic
relations order" or QDRO. A QDRO is a court order that can
require the Plan Administrator to pay a portion of your account
balance to your former spouse, child or other dependent.
Plan Amendment or Termination: Your Employer reserves the right to amend the Plan at any time.
However, no amendment can deprive you of any vested benefits.
Your Employer also reserves the right to terminate the Plan. If
the Plan is terminated, you will be 100% vested in your total
account balance under the Plan.
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STATEMENT OF ERISA RIGHTS
As a Participant in the Plan, you are entitled to certain rights and protection
under the Employee Retirement Income Security Act of 1974 (ERISA). Your Employer
may not fire you or discriminate against you to prevent you from obtaining a
benefit from the Plan or exercising your rights under ERISA.
ERISA provides that all Plan Participants shall be entitled to:
o Examine, without charge, at your Plan Administrator's office, all Plan
documents, insurance contracts, if any, and copies of all documents filed
by your Plan with the U. S. Department of Labor, such as annual reports and
Plan descriptions.
o Obtain copies of all Plan documents and other Plan information upon written
request to your Plan Administrator. Your Plan Administrator may impose a
reasonable charge for the copies.
o Receive a summary of the Plan's annual financial report. Your Plan
Administrator is required by law to provide each Participant with a copy of
the Plan's Summary Annual Report.
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o Obtain an annual statement telling you whether you have a right to receive
a benefit under the Plan, and if so, what your benefits would be if you
stop working for your Employer now. If you do not have a right to a benefit
under the Plan, the statement must tell you how many years you have to work
to get a benefit under the Plan. The Plan may require a written request for
this statement, but it must be provided free of charge.
o File suit in Federal court if any materials requested are not received
within 30 days of your request unless the materials were not sent because
of matters beyond the control of your Plan Administrator. The court may
require your Plan Administrator to pay you up to $110 per day for each
day's delay until the materials are received by you.
In addition to creating rights for Plan participants, ERISA imposes obligations
upon the persons who are responsible for the operation of the Plan. These
persons are referred to as "fiduciaries". Fiduciaries must act solely in the
interest of Plan Participants and Beneficiaries and must exercise prudence in
the performance of their plan duties. Fiduciaries who do not comply with ERISA
may be removed and required to make good any losses they have caused the Plan.
If Plan fiduciaries are misusing the Plan's assets, as a Participant in the
Plan, you have the right to file suite in a Federal court or to request
assistance from the U.S. Department of Labor. If you are successful in your
lawsuit, the court may require the other party to pay your legal costs,
including attorney's fees. If you are unsuccessful in your lawsuit, or the court
finds your action frivolous, the court may order you to pay these costs and
fees.
CLAIMS PROCEDURES
When you terminate employment, you must complete a form that notifies the Plan
Administrator that you are making a claim for benefits. Your Employer has a
supply of these forms. Ideally this form should be completed on or before your
final day of work. This way, your Employer can send your claim for benefits
right away for processing.
If, after your claim for benefits is processed, you have questions or disagree
with the calculation of your benefit, you must notify the Plan Administrator in
writing. The Plan Administrator will, within 90 days (or within 180 days if
special circumstances exist) notify you in writing of its decision. If your
claim for a Plan benefit is denied in whole or in part, you must receive a
written explanation of the reason for the denial. That notification will
include:
1. How your benefit was calculated;
2. The specific reason that your claim is denied (in whole or in part) if it is
denied;
3. Specific references to Plan provisions on which the denial is based;
4. A description of any additional material or information necessary for you to
perfect your claim and an explanation of why such information is necessary;
5. An explanation of the Plan's claim review procedure.
Within 60 days after you receive notice of the denial of part or your entire
claim for benefits, you may file a written appeal with the Plan Administrator.
You may seek representation by an attorney or other representation of your
choosing. You may submit written and oral evidence and arguments in support of
your claim. You may review all relevant documents. The Plan Administrator
generally makes a final decision within 60 days of your appeal. The Plan
Administrator's decision will include the specific reasons for its decision and
specific references to Plan provisions on which the decision is based.
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PENSION BENEFIT GUARANTY CORPORATION
The type of Plan your Employer has adopted is a defined contribution plan.
Therefore, the Plan is not subject to or insured by the Pension Benefit Guaranty
Corporation (PBGC).
If you have any questions about this statement or about your rights under ERISA,
you should contact the nearest Area Office of the U.S. Department of Labor
Management Services Administration, Department of Labor.
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