<PAGE>
Registration No. 333-__________________
As filed with the Securities and Exchange Commission on August 2, 1999
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
STEELCASE INC.
(Exact name of registrant as specified in its charter)
Michigan 38-0819050
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 44th Street 49508
Grand Rapids, Michigan (zip code)
(Address of Principal Executive Offices)
STEELCASE INC. 401(K) RETIREMENT PLAN
(Full title of the plan)
Jon D. Botsford, Esq.
General Counsel and Secretary
Steelcase Inc.
901 44TH Street
Grand Rapids, MI 49508
(Name and address of agent for service)
(616) 246-9600
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock(1) 2,000,000 shares $17.15625(2) $34,312,500(2) $9,538.88
-------- ---------- --------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. This Registration Statement shall
also cover any additional shares of Class A Common Stock which become
available for grant under the Plan by reason of any stock dividend, stock
split, recapitalization or similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding
shares of Class A Common Stock.
(2) Calculated pursuant to Rule 457(c) and (h)(1) and (2) under the Securities
Act, solely for the purpose of computing the registration fee and, based on
the average of the high and low prices of the Class A Common Stock as
quoted on The New York Stock Exchange on July 28, 1999.
1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed below are incorporated by reference in this
registration statement:
1. Annual Report of Steelcase Inc. (the "Registrant") on Form 10-K for
the fiscal year ended February 26, 1999, filed with the SEC pursuant to the
Securities Exchange Act of 1934 (the "Securities Exchange Act"). (File No.
001-13873).
2. Quarterly Report of the Registrant on Form 10-Q for the quarter
ended May 28, 1999, as filed with the SEC pursuant to the Securities
Exchange Act. (File No. 001-13873).
3. Current Report of the Registrant on Form 8-K/A filed June 16, 1999,
as filed with the SEC pursuant to the Securities Exchange Act.
4. The description of the Class A Common Stock of the Registrant
contained in the Registrant's Prospectus, dated February 17, 1998, filed
with the SEC pursuant to the Securities Act of 1933, as part of its
Registration Statement on Form S-1 (Registration No. 333-41647), effective
February 17, 1998.
All documents subsequently filed by the Registrant or the Steelcase Inc.
401(k) Retirement Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein by reference modifies or supersedes such prior statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
2
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 561 of the Michigan Business Corporation Act provides that a
Michigan corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (whether civil, criminal, administrative or investigative),
other than an action by or in the right of the corporation, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful. In addition, Section 562 of the Michigan
Business Corporation Act ("Section 562") provides that a Michigan corporation
may indemnify a person who was or is a party or is threatened to be made a party
to a threatened, pending or completed action or suit by or in the right of the
corporation by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Section 562 does not permit indemnification for a claim, issue or
matter in which the person has been found liable to the corporation unless
application for indemnification is made to, and approved by, the court
conducting the proceeding or another court of competent jurisdiction.
The Registrant's Second Restated Articles of Incorporation provides
that, to the fullest extent permitted by the Michigan Business Corporation Act,
no director of the Registrant shall be personally liable to the Registrant or
its shareholders for or with respect to any acts or omissions in the performance
of his or her duties as a director of the Registrant. The Registrant's Amended
By-laws generally provide that, to the fullest extent permitted by the Michigan
Business Corporation Act, the Registrant shall (i) indemnify any person who was,
is or is threatened to be made, a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation (including a subsidiary
corporation), limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise, or by reason of anything done by such
person in such capacity (a "Covered Matter") and (ii) pay or reimburse the
reasonable expenses incurred by such person in connection with any Covered
Matter in advance of final disposition of such Covered Matter. In addition, the
Registrant's Amended By-laws allow the Registrant's Board of Directors to
authorize such other indemnification to directors, officers, employees and
agents by insurance, contract or otherwise as is permitted by law.
The foregoing statements are subject to the detailed provisions of the
Michigan Business Corporation Act, the Registrant's Second Restated Articles of
Incorporation and the Registrant's Amended By-laws.
3
<PAGE>
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 Steelcase Inc. 401(k) Retirement Plan.
4.2 1996-1 Amendment to Steelcase Inc. 401(k) Retirement Plan.
4.3 1999-1 Amendment to Steelcase Inc. 401(k) Retirement Plan.
4.4* Second Restated Articles of Incorporation of the Registrant
previously filed as Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, effective February 17,
1998. (File No. 333-41647).
4.5* Amended By-laws of the Registrant previously filed as Exhibit
3.2 of the Registrant's Annual Report on Form 10-K for the
fiscal year ended February 26, 1999.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Barbier Frinault & Associes.
24 Power of Attorney (set forth on page 6).
______________________________
*Incorporated by reference.
The undersigned Registrant hereby undertakes that it has submitted or will
submit the Plan and any amendment thereto to the Internal Revenue Service (the
"IRS") in a timely manner and has made or will make all changes required by the
IRS to qualify the Plan.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the
4
<PAGE>
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Grand Rapids, State of Michigan, on August 2, 1999.
STEELCASE INC.
By: /s/ JAMES P. HACKETT
---------------------
James P. Hackett
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Steelcase Inc., hereby
severally constitute and appoint James P. Hackett and Alwyn Rougier-Chapman, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below any and all amendments to this Registration Statement and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors of Steelcase Inc. to enable Steelcase Inc. to comply with the
provisions of the Securities Act of 1933 and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or either of them, to this Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the indicated
capacities on this 2nd day of August, 1999.
Signature Title
--------- -----
/s/ JAMES P. HACKETT President, Chief Executive Officer
- ---------------------------- and Director
James P. Hackett (Principal Executive Officer)
/s/ ALWYN ROUGIER-CHAPMAN Senior Vice President Finance,
- ---------------------------- Chief Financial
Alwyn Rougier-Chapman Officer and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
6
<PAGE>
/s/ DAVID BING Director
- ----------------------------
David Bing
/s/ WILLIAM P. CRAWFORD Director
- ----------------------------
William P. Crawford
/s/ EARL D. HOLTON Chairman of the Board of Directors and
- ---------------------------- Director
Earl D. Holton
/s/ DAVID D. HUNTING, JR. Director
- ----------------------------
David D. Hunting, Jr.
/s/ FRANK H. MERLOTTI Director
- ----------------------------
Frank H. Merlotti
/s/ ROBERT C. PEW II Chairman Emeritus and Director
- ----------------------------
Robert C. Pew II
/s/ ROBERT C. PEW III Director
- ----------------------------
Robert C. Pew III
/s/ PETER M. WEGE Vice Chairman of the Board of Directors
- ---------------------------- and Director
Peter M. Wege
/s/ PETER M. WEGE II Director
- ----------------------------
Peter M. Wege II
/s/ P. CRAIG WELCH, JR. Director
- ----------------------------
P. Craig Welch, Jr.
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Grand Rapids, State of Michigan, on
August 2, 1999.
STEELCASE INC. 401(K) RETIREMENT PLAN
BY: STEELCASE INC., as Administrator
By: /s/ ALWYN ROUGIER-CHAPMAN
------------------------------
Alwyn Rougier-Chapman
Its Senior Vice President-Finance,
Chief Financial Officer and Treasurer
8
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
4.1 Steelcase Inc. 401(k) Retirement Plan.
4.2 1996-1 Amendment to Steelcase Inc. 401(k) Retirement Plan.
4.3 1999-1 Amendment to Steelcase Inc. 401(k) Retirement Plan.
4.4* Second Restated Articles of Incorporation of the Registrant
previously filed as Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, effective February 17, 1998. (File No. 333-
41647).
4.5* Amended By-laws of the Registrant previously filed as Exhibit 3.2
of the Registrant's Annual Report on Form 10-K for the fiscal year
ended February 26, 1999.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Barbier Frinault & Associes.
24 Power of Attorney (set forth on page 6).
- ------------------------
*Incorporated by reference.
9
<PAGE>
Exhibit 4.1
STEELCASE INC.
401(k) RETIREMENT PLAN
1995 Restatement
<PAGE>
STEELCASE INC.
401(k) RETIREMENT PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE 1 - Establishment of Plan and Trust.............................................1
1.1 Establishment of Plan.................................................1
(a) Employer.....................................................1
(b) Plan History.................................................1
(c) Adoption by Another Employer.................................1
1.2 Declaration of Trust..................................................1
1.3 Compliance With Law...................................................1
1.4 Effective Dates of Plan Provisions....................................2
1.5 Application to Inactive and Former Participants.......................2
1.6 Merger of Plans.......................................................2
ARTICLE 2 - Definitions.................................................................2
Table of Definitions.................................................ix
2.1 Break in Service......................................................2
2.2 Compensation..........................................................2
(a) Plan Years Prior to March 1, 1995............................2
(b) Plan Years On or After March 1, 1995.........................3
(c) Adjusted Annual Compensation Limit...........................3
(d) Family Aggregation of Most Highly Compensated.....................3
2.3 Employer Contributions................................................3
2.4 5% Owner..............................................................4
(a) Corporation..................................................4
(b) Partnership..................................................4
(c) Proprietorship...............................................4
2.5 Highly Compensated Employee...........................................4
(a) Definition...................................................4
(b) HCE Compensation.............................................5
(c) Determination Rules..........................................5
2.6 Hour of Service.......................................................6
(a) Back Pay.....................................................6
(b) No Duties Performed/Compensated Leave........................6
(c) No Duties Performed/Uncompensated Leave......................6
(d) Qualified Maternity or Paternity Absence.....................6
(e) Military Service.............................................7
(f) No Duplication...............................................7
(g) Non-Covered Employment.......................................7
</TABLE>
i
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<TABLE>
<S> <C> <C>
(h) Periods Credited.............................................7
(i) Predecessor Plan.............................................7
(j) Equivalency..................................................7
(k) Additional Hours.............................................7
2.7 Person................................................................7
2.8 Plan Year.............................................................7
2.9 Related Employer......................................................8
2.10 Valuation Date........................................................8
ARTICLE 3 - Eligibility to Participate..................................................8
3.1 Eligibility Requirements..............................................8
3.2 Requirement of Covered Employment.....................................8
3.3 Participation Rules...................................................9
(a) Termination of Participation.................................9
(b) Reemployment.................................................9
3.4 Leased Employee.......................................................9
(a) One-Year Period..............................................9
(b) Full-Time Basis..............................................9
(c) Conditions...................................................9
ARTICLE 4 - Contributions Rollovers and Transfers to Plan..............................10
4.1 Contributions........................................................10
(a) Elective Contributions......................................10
(b) Restoration of Forfeiture...................................10
4.2 Elective Contributions...............................................10
(a) Payroll Deductions..........................................10
(b) Limits on Elective Contributions............................11
(c) Prevention of Excess Deferrals. and Excess Contributions....12
(d) Correction of Excess Deferral and Excess Contribution.......12
4.3 Additional 401(k) Rules..............................................13
(a) Deadline for Inclusion in Tests.............................13
(b) Plan Aggregation Rules......................................13
(c) Family Aggregation..........................................14
(d) Order of Correction.........................................14
(e) Attributable income or Loss.................................14
(f) Ordering of Excess Amounts..................................15
(g) Allocation of Correction Among Multiple Plans...............15
(h) Deadline for Correction.....................................15
(i) Taxation of Distribution....................................15
(j) Penalties...................................................15
(k) Calendar Year/Taxable Year..................................15
4.4 Limits on Employer Contributions.....................................15
(a) Deduction...................................................16
(b) Annual Additions............................................16
</TABLE>
ii
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<TABLE>
<S> <C> <C>
4.5 Return of Employer Contributions.....................................16
(a) Mistake of Fact.............................................16
(b) Nondeductible...............................................16
(c) Amount......................................................16
4.6 Reduction Of Employer Contribution for Leased Employees..............16
4.7 Timing of Contributions..............................................16
4.8 Rollovers and Direct Transfers.......................................17
(a) Permitted Transfer..........................................17
(b) Return of Improper Rollover.................................17
(c) Prohibited Transfers........................................17
4.9 Multiple Adopting Employer Rules.....................................17
(a) Allocation Among Participating Employers....................17
(b) Contribution for Member of Affiliated Group of Corporations.17
ARTICLE 5 - Allocations................................................................18
5.1 Accounts.............................................................18
5.2 Allocations..........................................................18
(a) Elective Contributions......................................18
(b) Restoration of Forfeiture...................................18
5.3 Forfeitures..........................................................18
(a) Timing......................................................18
(b) Investment Experience.......................................18
5.4 Allocation of Earnings, Losses, and Expenses; Revaluation of Assets..19
(a) Allocation Balance..........................................19
(b) Determination of Investment Experience......................19
(c) Allocation of Investment Experience.........................19
(d) Resulting Account Balance...................................20
(e) Separate Investment.........................................20
(f) Extraordinary Expenses......................................20
(g) Limited Allocation For Alternate Valuation Dates............20
5.5 Limitation on Annual Additions.......................................20
(a) Annual Additions............................................20
(b) Defined Contribution Dollar Limit...........................21
(c) Percentage Limit............................................21
(d) Section 415 Compensation....................................21
(e) Limitation Year.............................................22
(f) Related Employer Acceleration...............................22
5.6 Excess Additions.....................................................22
(a) Before Contribution.........................................22
(b) After Contribution..........................................22
(c) No Distribution.............................................23
(d) Plan Order..................................................23
5.7 Limitation on Total Retirement Benefits..............................23
(a) Defined Contribution Plan Fraction..........................23
(b) Defined Benefit Plan Fraction...............................24
</TABLE>
iii
<PAGE>
<TABLE>
<S> <C> <C> <C>
(c) Benefit Accrual Reduction...................................24
(d) Application of Limitations..................................24
(e) Maximum Limitations.........................................24
(f) 1982 Transitional Rule......................................25
(g) Reduction of Limits.........................................25
ARTICLE 6 - Determination of Vested Percentage.........................................25
6.1 Vested Percentage....................................................25
6.2 Forfeitures--Lost Recipient..........................................25
6.3 Vested Account Balance...............................................25
ARTICLE 7 - Distributions..............................................................25
7.1 Distributive Events..................................................25
(a) Normal Retirement Date......................................26
(b) Death.......................................................26
(c) Total Disability............................................26
(d) Other Termination of Employment.............................26
(e) Attainment of Age 70 1/2....................................26
(f) QDRO........................................................26
(g) Plan Termination; Partial Termination.......................27
(h) Additional 401(k) Distributive Events.......................27
7.2 Valuation for Distribution...........................................27
7.3 Methods of Distribution..............................................27
(a) Partial Distribution........................................28
(b) Lump Sum....................................................28
(c) Transfers to Another Plan...................................28
(d) Installments................................................29
(e) Annuity.....................................................29
7.4 Minimum Distribution.................................................30
(a) Vested Account Balance......................................30
(b) Applicable Divisor..........................................30
(c) Life Expectancy.............................................30
(d) Deferred Distribution Date..................................31
7.5 Time of Distribution.................................................31
Immediate Distribution...............................................31
(b) Normal Distribution Date....................................31
(c) Required Distribution.......................................31
(d) Delay.......................................................32
7.6 Death of Participant.................................................32
(a) Death Before Required Beginning Date........................32
(b) Death After Required Beginning Date.........................33
Beneficiary is Minor Child...........................................33
7.7 Election of Method and Time of Distribution..........................33
(a) Permitted Elections.........................................33
</TABLE>
iv
<PAGE>
<TABLE>
<S> <C> <C> <C>
(b) Required Consent............................................33
(c) Election Requirements.......................................34
(d) Failure to Elect............................................35
(e) Additional Information......................................35
(f) No Reduction or Delay of Distribution.......................35
(g) Election by Participant for Beneficiary.....................36
7.8 Designation of Beneficiary...........................................36
(a) Beneficiary.................................................36
(b) Spousal Consent.............................................36
(c) Failure to Designate........................................36
(d) Death of Beneficiary........................................37
(e) No Beneficiary..............................................37
7.9 Facility of Payment..................................................37
(a) Minors/Other Incapacity.....................................37
(b) Legal Representative........................................37
(c) Determination...............................................37
7.10 Notice of Penalties..................................................38
(a) Distribution Before Age 59 1/2..............................38
(b) Excess Distributions........................................38
(c) Failure to Receive a Minimum Distribution...................38
ARTICLE 8 - Administration of the Plan.................................................38
8.1 Duties, Powers, and Responsibilities of the Employer.................38
(a) Required....................................................38
(b) Discretionary...............................................39
8.2 Employer Action......................................................39
8.3 Plan Administrator...................................................39
8.4 Administrative Committee.............................................40
(a) Appointment.................................................40
(b) Agent; Powers and Duties....................................40
(c) Not Fiduciary...............................................40
(d) Membership..................................................40
(e) Records.....................................................40
(f) Actions.....................................................40
(g) Report to Administrator.....................................40
(h) Compensation................................................40
(i) Conflict of interest........................................40
8.5 Duties, Powers. and Responsibilities of the Administrator............40
(a) Plan Interpretation.........................................40
(b) Participant Rights..........................................41
(c) Limits; Nondiscrimination Tests, Top-Heavy Tests............41
(d) Allocations and Vesting.....................................41
(e) Errors in Participants' Accounts............................41
(f) Claims and Elections........................................41
(g) Benefit Payments............................................41
</TABLE>
v
<PAGE>
<TABLE>
<S> <C> <C> <C>
(h) QDRO Determination..........................................41
(i) Administration Information..................................41
(j) Recordkeeping...............................................41
(k) Reporting and Disclosure....................................41
(l) Penalties; Excise Taxes.....................................42
(m) Advisers....................................................42
(n) Expenses, Fees, and Charges.................................42
(o) Nondiscrimination...........................................42
(p) Bonding.....................................................42
(q) Other Powers and Duties.....................................42
8.6 Delegation of Administrative Duties..................................42
(a) In Writing..................................................42
(b) Acceptance of Responsibility................................42
(c) Conflict....................................................42
8.7 Interrelationship of Fiduciaries: Discretionary Authority............42
(a) Performance of Duties.......................................42
(b) Reliance on Others..........................................43
(c) Discretionary Authority of Fiduciaries......................43
8.8 Compensation: Indemnification........................................43
8.9 Fiduciary Standards..................................................43
(a) Prudence....................................................43
(b) Exclusive Purpose...........................................43
(c) Prohibited Transaction......................................43
8.10 Claims Procedure.....................................................43
(a) Initial Determination.......................................43
(b) Method......................................................44
(c) Further Review..............................................44
(d) Redetermination.............................................44
8.11 Participant's Responsibilities.......................................44
ARTICLE 9 - Investment of Funds........................................................44
9.1 Investment Responsibility............................................44
9.2 Authorized Investments...............................................44
(a) Specific Investments........................................45
(b) Unallocated Funds...........................................46
(c) Right of Trustee To Hold Cash...............................46
9.3 Commingled Investment................................................46
9.4 Participant Investment Direction.....................................46
(a) Accounts....................................................46
(b) Choices.....................................................46
(c) Commingling.................................................46
(d) Direction...................................................46
(e) Additional Terms and Conditions.............................46
(f) Limitation of Trustee's Responsibilities....................46
</TABLE>
vi
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<TABLE>
<S> <C>
ARTICLE 10 - Administration of the Trust...............................................47
10.1 Duties and Powers of the Trustee.....................................47
(a) Duties of the Trustee.......................................47
(b) Powers of the Trustee.......................................47
(c) Limitation on Duties and Powers of the Trustee..............48
10.2 Accounting...........................................................49
(a) Report......................................................49
(b) Judicial Settlement.........................................49
10.3 Appointment, Resignation, and Removal of Trustee.....................50
(a) Resignation.................................................50
(b) Removal.....................................................50
(c) Successor Trustee...........................................50
(d) Effective Date of Resignation or Removal....................50
(e) Procedure Upon Transfer.....................................50
(f) Earlier Transfer............................................50
(g) Final Transfer..............................................50
(h) In Kind Transfer............................................50
(i) Limitation on Liability of Successor........................50
10.4 Trustee Action.......................................................51
10.5 Exculpation of Nonfiduciary..........................................51
10.6 Single Trust for Multiple Plans......................................51
ARTICLE 11 - Amendment, Mergers, Successor Employer....................................51
11.1 Amendment............................................................51
(a) Exclude Participant.........................................51
(b) Reduce Participant's Account................................51
(c) Reduce Vested Percentage....................................51
(d) Vesting Schedule............................................51
(e) Elimination of Protected Benefits...........................52
(f) Alter Trustee's Duties......................................52
11.2 Merger of Plans......................................................52
(a) Preservation of Account Balance.............................52
(b) Authorization...............................................52
11.3 Successor Employer...................................................52
ARTICLE 12 - Termination...............................................................52
12.1 Right to Terminate or Discontinue Contributions......................52
12.2 Automatic Termination................................................52
12.3 Discontinuance of Contributions......................................53
12.4 Effect of Termination or Partial Termination.........................53
(a) Nonforfeitability...........................................53
(b) Distribution................................................53
</TABLE>
vii
<PAGE>
<TABLE>
<S> <C> <C> <C>
12.5 No Reversion of Assets...............................................53
ARTICLE 13 - General Provisions........................................................53
13.1 Spendthrift Provision................................................53
(a) Not Security................................................53
(b) Attempts Void...............................................53
13.2 Effect Upon Employment Relationship..................................54
13.3 No Interest in Employer Assets.......................................54
13.4 Construction.........................................................54
13.5 Severability.........................................................54
13.6 Governing Law........................................................54
13.7 Nondiversion.........................................................54
ARTICLE 14 - Top-Heavy Plan Provisions.................................................55
14.1 Top-Heavy/Super Top-Heavy Determination..............................55
(a) Top-Heavy Plan..............................................55
(b) Super Top-Heavy Plan........................................55
(c) Calculation.................................................55
14.2 Top-Heavy Definitions................................................56
(a) Top-Heavy Ratio.............................................56
(b) Present Value of Accrued Benefits...........................56
(c) Required Aggregation Group..................................56
(d) Permissive Aggregation Group................................56
(e) Determination Date..........................................57
(f) Key Employee................................................57
(g) Top-Heavy Valuation Date....................................57
14.3 Minimum Allocation...................................................58
14.4 Plan Modifications...................................................58
</TABLE>
viii
<PAGE>
TABLE OF DEFINITIONS
Defined Terms
<TABLE>
<CAPTION>
Term Location Page
- ---- -------- ----
<S> <C> <C>
Administrator 8.3 39
ADP 4.2(b)(ii)(B) 13
ADP Compensation 4.2(b)(ii)(E) 12
ADP Contributions 4.2(b)(ii)(D) 11
ADP Limit 4.2(b)(ii) 11
Allocation Balance 5.4(a) 19
Annual Additions 5.5(a) 20
Annual Compensation Limit 2.2(c) 3
Beneficiary 7.8(a) 36
Benefit Starting Date 7.7(b)(ii) 34
Break in Service 2.1 2
Code 1.3 1
Compensation 2.2(a) 2
Covered Employment 3.2 8
Deferral Percentage 4.2(b)(ii)(C) 11
Defined Benefit Dollar Limit 5.7(b)(ii) 24
Defined Benefit Plan Fraction 5.7(b) 24
Defined Contribution Dollar Limit 5.5(b) 21
Defined Contribution Plan Fraction 5.7(a) 23
Determination Date 14.2(e) 57
Earliest Distribution Date 7.5(a)(i) 31
Effective Date 1.4 2
Elective Contributions 4.2 10
Elective Deferral Limit 4.2(b)(i)(A) 11
Elective Deferrals 4.2(b)(i)(B) 11
Employee 3.1 8
Employer 1.1(a) 1
Employer Contributions 2.3 3
ERISA 1.3 1
Excess Contribution 4.2(d)(ii)(A) 13
</TABLE>
ix
<PAGE>
<TABLE>
<CAPTION>
Term Location Page
- ---- -------- ----
<S> <C> <C>
Excess Deferral 4.2(d)(i)(A) 12
5% Owner 2.4 4
HCE Compensation 2.5(b) 5
Highly Compensated Employee 2.5(a) 4
Hour of Service 2.6 6
Investment Manager 8.1(b)(i)(B) 39
Key Employee 14.2(f) 57
Leased Employee 3.4 9
Limitation Year 5.5(e) 22
Look-Back Year 2.5(a)(i) 4
Minimum Distribution 7.4 30
Normal Retirement Date 7.1(a) 26
Participant 3.1 8
Percentage Limit 5.5(c) 21
Permissive Aggregation Group 14.2(d) 56
Person 2.7 7
Plan Year 2.8 7
Present Value of Accrued Benefits 14.2(b)(i) 56
Projected Annual Benefit 5.7(b)(i) 24
QDRO 7.1(f) 26
QJSA 7.3(d)(i)(A) 29
QPSA 7.3(d)(ii) 29
Qualified Maternity or
Paternity Absence 2.6(d)(i) 6
Regulations 1.3 1
Related Employer 2.9 8
Required Aggregation Group 14.2(c) 56
Required Beginning Date 7.5(c)(i) 32
Section 415 Compensation 5.5(d) 21
Spouse 7.8(b)(ii) 36
Super Top-Heavy Plan 14.1(b) 55
Top-Heavy Plan 14.1(a) 55
Top-Heavy Ratio 14.2(a) 56
Top-Heavy Valuation Date 14.2(g) 57
Total Disability 7.1(c) 26
Trustee 1.2 1
</TABLE>
x
<PAGE>
<TABLE>
<CAPTION>
Term Location Page
- ---- -------- ----
<S> <C> <C>
Valuation Date 2.10 8
Vested Accounted Balance 6.3 25
</TABLE>
xi
<PAGE>
STEELCASE INC.
401(k) RETIREMENT PLAN
Steelcase Inc., a Michigan corporation, amends and restates the
Steelcase Inc. 401(k) Retirement Plan (formerly the Steelcase Inc.
BenefitSystems 401(k) Retirement Plan). This plan is a component plan of
BenefitSystems, a cafeteria plan established and maintained by the Employer.
ARTICLE 1
Establishment of Plan and Trust
1.1 Establishment of Plan.
This defined contribution plan is established by the Employer for the
exclusive benefit of eligible Employees and their beneficiaries.
(a) Employer. "Employer" means Steelcase Inc. and any other employer
that has adopted or later adopts this plan.
(b) Plan History. A schedule that states the effective date of this
plan and certain amendments may be attached.
(c) Adoption by Another Employer. Adoption of this plan by another
employer shall be effective as of the date approved and specified in writing by
Steelcase Inc. and by the adopting employer. Steelcase Inc. and the adopting
employer shall specify any special eligibility rules (including an earlier entry
date) or prior service credits for affected employees of the adopting employer.
In adopting this plan, the adopting employer may exclude any division or
facility from participation in this plan. Adoption of this plan by an employer
other than Steelcase Inc. shall not create a separate plan.
1.2 Declaration of Trust.
The "Trustee" (Old Kent Bank or a successor Trustee) declares that plan
assets delivered to it will be held in trust and administered under the terms of
this plan and trust. The trust is established and shall be operated for the
exclusive benefit of Participants and their beneficiaries. The trust shall not
be diverted to other purposes, except that trust assets may be used to pay
reasonable expenses of administration.
1.3 Compliance With Law.
This benefit program is intended to continue a qualified retirement
plan and trust under the Internal Revenue Code of 1986 ("Code") and the Employee
Retirement Income Security Act
<PAGE>
of 1974 ("ERISA"), as amended, and all Regulations issued under the Code and
ERISA ("Regulations").
1.4 Effective Dates of Plan Provisions.
"Effective Date" of this restated plan means March 1, 1989, unless a
provision specifies a different effective date. Each plan provision applies from
its effective date until the effective date of an amendment.
1.5 Application to Inactive and Former Participants.
An amendment to this plan shall apply to former Participants and to
Participants not employed in Covered Employment on the effective date of the
amendment only if it amends a provision of the plan that continues to apply to
those Participants or only to the extent it expressly states that it is
applicable. Except as specified in the preceding sentence, if a Participant is
not employed in Covered Employment on the effective date of an amendment, the
amendment shall not become applicable to the Participant unless the Participant
has an Hour of Service in Covered Employment after the effective date of the
amendment.
1.6 Merger of Plans.
The Attwood Corporation 401(k) Retirement Plan was merged into this
plan effective March 1, 1994. The Vecta 401(k) Retirement Plan was merged into
this plan effective February 28, 1995. This plan shall be an amendment and
restatement of the merged plans, effective March 1, 1989, for purposes of
compliance with the Tax Reform Act of 1986.
ARTICLE 2
Definitions
Except for the following general definitions, defined terms are located
at or near the first major use of the term in this plan. A table showing the
location of all definitions appears immediately after the table of contents.
When used as defined, the first letter of each defined term is capitalized.
2.1 Break in Service.
"Break in Service" means an Employee's failure to complete more than
500 Hours of Service during a 12-consecutive-month period.
2.2 Compensation.
(a) Plan Years Prior to March 1, 1995. For Plan Years beginning before
March 1, 1995, "Compensation" means all salary or wages paid to a Participant in
a Plan Year for services performed for the Employer including base pay, bonuses,
overtime pay (straight time
2
<PAGE>
and premium), jury duty pay, vacation pay, incentive pay, bereavement pay,
holiday pay, Steelcase sick pay, Steelcase salary continuation, lead person
premium, Christmas pay, night shift bonus, foreign service premium, government
contract overtime, deferred compensation actually paid, Elective Deferrals, and
any amount that is excluded from the Participant's gross income under Code
Section 125.
Compensation does not include mortgage differential payments, severance
pay, attendance awards, moving expenses, discretionary payments, weekly
indemnity, sales incentive awards, imputed income from life insurance, imputed
income from other employee benefits, premiums paid to and benefits paid from
insurance programs, premiums and contributions for and benefits paid from
workers' compensation programs, unemployment and supplemental unemployment
compensation, contributions to and payments from accident and health plans, cash
payments and imputed income from Steelcase BenefitSystems, gifts, expense
reimbursements, and contributions to or payments from this plan and any other
qualified pension or profit-sharing plan. Compensation excludes all amounts paid
subsequent to termination of employment for any reason.
(b) Plan Years On or After March 1, 1995. For Plan Years beginning on
or after March 1, 1995, "Compensation" means all salary and wages paid to a
Participant in a Plan Year for services performed for the Employer, including
vacation pay, holiday pay, sick pay, jury duty pay, bereavement pay, deferred
compensation actually paid, Elective Deferrals, and any amount that is excluded
from gross income pursuant to Code Section 125. Compensation does not include
any amount paid subsequent to termination of employment, gifts, reimbursements
or other expense allowances, cash and noncash fringe benefits, moving expenses,
separation pay, cash payments and imputed income from Steelcase BenefitSystems,
welfare benefits, premiums and contributions for and benefits paid from workers'
compensation programs, and unemployment and supplemental unemployment
compensation.
(c) Adjusted Annual Compensation Limit. Compensation for any Plan Year
beginning before January 1, 1994, may not exceed $200,000 (as adjusted under
Code Section 415(d)) and for Plan Years beginning on or after January 1, 1994,
may not exceed $150,000 (as adjusted under Code Section 401(a)(17)(B)). These
limitations in the aggregate are the "Annual Compensation Limit."
(d) Family Aggregation of Most Highly Compensated. One Annual
Compensation Limit shall apply in the aggregate to each group consisting of a
Participant who is either a 5% Owner or a Highly Compensated Employee among the
10 Highly Compensated Employees paid the most HCE Compensation and that
Participant's Spouse and descendants who have not attained age 19 before the end
of the Plan Year. The maximum amount of Compensation shall be allocated among
the 5% Owner or other Highly Compensated Employee and family members who are
Participants in proportion to each individual's Compensation for the Plan Year
before application of the limit.
2.3 Employer Contributions.
"Employer Contributions" means Elective Contributions.
3
<PAGE>
2.4 5% Owner.
"5% Owner" means:
(a) Corporation. An individual who owns (or is considered to own under
Code Section 318) either more than 5% of the outstanding stock of a corporate
Employer or Related Employer, or stock possessing more than 5% of the total
combined voting power of all stock of a corporate Employer or Related Employer;
(b) Partnership. A partner who owns more than 5% of the capital or
profits interest in an Employer or Related Employer that is a partnership; or
(c) Proprietorship. An Employer or Related Employer that is a sole
proprietor.
Notwithstanding aggregation of the Employer and all Related Employers
as required by Code Sections 414(b), (c) and (m), the percentage of ownership
for purposes of this definition shall be determined separately for each entity
that is an Employer or Related Employer.
2.5 Highly Compensated Employee.
(a) Definition. "Highly Compensated Employee" for a Plan Year means any
Employee who:
(i) 5% Owner. Was a 5% Owner at any time during the current
Plan Year or the 12-month period immediately preceding the current Plan Year
("Look-Back Year"); or
(ii) Other. Is described in (A), (B), or (C), and is one of
the 100 Employees paid the most compensation during the current Plan Year, or
was described in (A), (B), or (C) during the Look-Back Year.
(A) Compensation. Received HCE Compensation in excess of
$75,000 (as adjusted under Code Section 415(d));
(B) Top-Paid 20%. Received HCE Compensation in excess of
$50,000 (as adjusted under Code Section 415(d)) and was among the top-paid 20%
of Employees for the Plan Year when ranked by HCE Compensation; or
(C) Officers. Was an officer and received HCE
Compensation in excess of 50% of the defined benefit dollar limit under Code
Section 415(b)(1)(A) (as adjusted under Code Section 415(d)) or, if the Employer
or a Related Employer has no officer described in the preceding phrase, is the
highest paid officer of the Employer or the Related Employer for the Plan Year.
4
<PAGE>
(b) HCE Compensation. "HCE Compensation" means Section 415 Compensation
plus elective contributions that are excluded from gross income by Code Sections
125, 402(a)(8), 402(h), or 403(b).
(c) Determination Rules. The determination of who is a Highly
Compensated Employee shall be made under Code Section 414(q) and Regulations,
including the following rules:
(i) Officers. The number of Employees considered to be
officers shall be limited to 50 or, if less, the greater of three Employees or
10% of all Employees.
(ii) Top-Paid 20%. The following Employees are excluded before
determining the top-paid 20% of Employees:
(A) Age and Service. Employees who have not attained age
21 or completed six months of service by the last day of the current Plan Year
or Look-Back Year;
(B) Part-Time/Seasonal. Employees who normally work less
than 17 1/2 hours per week or normally work six months or less in any Plan Year;
(C) Nonresident Aliens. Employees who are nonresident
aliens receiving no earned income from sources within the United States; and
(D) Collective Bargaining Employees. Employees covered by
a collective bargaining agreement if more than 90% of all Employees are covered
by a collective bargaining agreement and this plan excludes them.
(iii) Family Aggregation. If, during the current Plan Year or
the Look-Back Year, a Participant is a spouse, lineal ancestor or descendant, or
spouse of a lineal ancestor or descendant, of a Participant who is either a 5%
Owner or a Highly Compensated Employee among the 10 Highly Compensated Employees
paid the most compensation for the current Plan Year or Look-Back Year, the
Participants shall be treated as one Highly Compensated Employee.
(iv) Former Employees. A former Employee who was a Highly
Compensated Employee at termination of employment or at any time after attaining
age 55 shall be a Highly Compensated Employee at all times thereafter.
(v) Look-Back Year Election. In accordance with the
Regulations, the Employer may elect to designate the calendar year ending with
or within a Plan Year as the Look-Back Year for that Plan Year.
5
<PAGE>
2.6 Hour of Service.
"Hour of Service" means each hour that an Employee is directly or
indirectly paid or entitled to be paid by the Employer for the performance of
duties during the applicable period. These hours will be credited for the period
in which the duties are performed.
(a) Back Pay. Hours of Service include each hour for which back pay,
irrespective of mitigation of damages, is awarded or agreed to by the Employer.
Back pay hours shall be credited to the Employee for the period or periods to
which the award or agreement pertains.
(b) No Duties Performed/Compensated Leave.
(i) Hours Credited. For all purposes under this plan, an
Employee shall be credited with Hours of Service for which the Employee is
directly or indirectly paid or entitled to be paid by the Employer (including
back pay) for each single period of absence from work, even if no duties are
performed due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military service, or leave of absence, and even if employment
has terminated. The hours shall be credited to the Employee for the period in
which payment is made or amounts payable to the Employee become due.
(ii) Hours Not Credited. Except as provided in (c) below, an
Employee shall not be credited with Hours of Service for periods in which no
duties are performed if the Employee is compensated solely as required by
worker's compensation, unemployment compensation, or disability insurance laws
or if the compensation consists solely of severance pay.
(c) No Duties Performed/Uncompensated Leave. An Employee shall be
credited with Hours of Service at the rate of 45 hours per week for any
uncompensated period (or any period compensated solely as required by worker's
compensation, unemployment compensation, or disability insurance laws) during
which an Employee is absent due to medical leave of absence, vacation, or layoff
by the Employer followed by actual return to active employment if the recall by
the Employer and return to active employment occurs before the date on which the
Employee loses prior seniority rights under the applicable policy of the
Employer for retention of seniority rights.
(d) Qualified Maternity or Paternity Absence. Only for purposes of
determining whether the Employee has a Break in Service, an Employee shall be
credited with the first 501 Hours of Service during a Qualified Maternity or
Paternity Absence.
(i) Definition. A "Qualified Maternity or Paternity Absence"
means an absence from work due to pregnancy of the Employee, birth of a child of
the Employee, placement of a child with the Employee in connection with adoption
of the child, or caring for a child immediately after the birth or placement of
the child with the Employee.
(ii) Credit. If necessary to avoid a Break in Service, Hours
of Service shall be credited for the period in which the absence begins. If the
hours are not necessary to prevent a
6
<PAGE>
Break in Service for that period, the hours shall be credited for the next
period. Hours of Service are credited at the rate the Employee normally would
have earned Hours of Service. If these hours cannot be determined, the hours
shall be credited at the rate of eight hours per day of absence.
(e) Military Service. If employment terminates due to active service in
the armed forces of the United States, the Employee shall be credited with Hours
of Service for the hours the Employee would have been scheduled to work during
each month of the period of active service. The Employee must apply for, and be
able to resume, employment with the Employer within the time limits established
by federal law for protection of veterans' reemployment rights.
(f) No Duplication. There shall be no duplication in the crediting of
Hours of Service. An Employee shall not be credited with more than one Hour of
Service for each hour paid at a premium rate.
(g) Non-Covered Employment. Hours of Service earned in employment with
the Employer or a Related Employer that is not Covered Employment do not count
toward determining eligibility for a share of the Employer Contribution.
(h) Periods Credited. Generally, Hours of Service shall be credited as
provided in Section 2530.200b of the ERISA Regulations. Hours of Service under
(b) above shall be credited under the rules of this section and as provided in
Section 2530.200b-2(b) of those Regulations. Hours of Service shall be credited
to appropriate periods determined under the rules set forth in Section
2530.200b-2(c) of those Regulations.
(i) Predecessor Plan. If this plan is required to be treated as a
continuation of the plan of a predecessor employer under Code Section 414(a), an
Employee shall be credited with all Hours of Service credited to the Employee
under the predecessor's plan.
(j) Equivalency. If records of hours worked are not maintained, Hours
of Service shall be credited at the rate of 45 hours per week for each week that
the Employee would be credited with at least one Hour of Service under this
section.
(k) Additional Hours. The Administrator may adopt additional written,
uniform, and nondiscriminatory rules that credit more Hours of Service than
those required under the rules set forth in this section.
2.7 Person.
"Person" means an individual, committee, proprietorship, partnership,
corporation, trust, estate, association, organization, or similar entity.
2.8 Plan Year.
"Plan Year" means the 12-month period beginning each March 1.
7
<PAGE>
2.9 Related Employer.
"Related Employee" means (i) each corporation, other than the Employer,
that is a member of a controlled group of corporations, as defined in Code
Section 414(b), of which the Employer is a member; (ii) each trade or business,
other than the Employer, whether or not incorporated, under common control of or
with the Employer under Code Section 414(c); (iii) each member, other than the
Employer, of an affiliated service group, as defined in Code Section 414(m), of
which the Employer is a member; and (iv) any other entity required to be
aggregated with the Employer by Regulations under Code Section 414(o). An entity
shall not be considered a Related Employer for any purpose under this plan
during any period it does not satisfy (i), (ii), (iii), or (iv) in the preceding
sentence.
2.10 Valuation Date.
"Valuation Date" means the last day of each month and any other date
specified as a Valuation Date by the Administrator.
ARTICLE 3
Eligibility to Participate
3.1 Eligibility Requirements.
An Employee in Covered Employment shall become a Participant
("Participant") on the date the Employee first has an Hour of Service.
"Employee" means an individual who is employed by the Employer or a
Related Employer and who receives compensation for personal services to the
Employer or Related Employer that is subject to withholding for federal income
tax purposes.
3.2 Requirement of Covered Employment.
If an eligible Employee is not employed in Covered Employment on the
date the Employee first has an Hour of Service, the Employee. shall become a
Participant on the first subsequent day on which the Employee has an Hour of
Service in Covered Employment.
"Covered Employment" means employment with the divisions and
subsidiaries of Steelcase Inc. that participate in this plan. The attached
Schedule B is a list of the participating divisions and subsidiaries and the
effective date of participation for each. Covered Employment does not include
employment as a Leased Employee, employment in a unit of employees covered by a
collective bargaining agreement under which the Employer has engaged in good
faith negotiations about retirement benefits unless bargaining results in
participation in the plan, or employment as a nonresident alien receiving no
earned income from sources within the United States. Covered Employment excludes
employment of any individual who is not a permanent resident of the United
States during any period in which the individual is primarily living and
8
<PAGE>
working at a location outside the United States. Effective May 1, 1994, Covered
Employment excludes employment as a temporary employee. The classification of
temporary employee includes, but is not limited to, on-call, temporary, and
summer help categories.
3.3 Participation Rules.
(a) Termination of Participation. Participation shall terminate upon
the earlier of the date the Participant is not an Employee and has been paid the
full amount due under this plan or the date of the Participant's death.
(b) Reemployment. A former Participant shall become a Participant
immediately upon completion of one Hour of Service in Covered Employment.
3.4 Leased Employee.
"Leased Employee" means an individual described in and required to be
treated as an Employee under Code Sections 414(n) and 414(o) and Regulations.
For purposes of this definition, the Employer or any Related Employer for whom a
Leased Employee performs services is referred to as the recipient.
A Leased Employee under Code Section 414(n) is an individual who is not
an Employee (except by reason of this definition) but who performs services for
the recipient of a type historically performed by employees in the recipient's
business field, pursuant to an agreement between the recipient and a leasing
organization, on a full-time basis for at least a one-year period.
(a) One-Year Period. For purposes of this definition, a one-year period
is the individual's initial 12-month period of performing services for the
recipient or any Plan Year beginning during or after that initial 12-month
period.
(b) Full-Time Basis. An individual is considered to be employed on a
full-time basis if the individual completes the lesser of 1,500 Hours of Service
or 75% of the median number of Hours of Service credited to Employees who
perform similar services for the recipient. If no Employees perform similar
services during the current period, the median shall be based on the performance
of similar services by Employees during a prior Plan Year. An individual is not
considered employed on a full-time basis unless the individual completes at
least 1,000 Hours of Service.
(c) Conditions. A Leased Employee shall be treated as an Employee
unless:
(i) 20% of Non-Highly Compensated Work Force. Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force, and
(ii) Covered by Plan Described in Code Section 414(n). The
Leased Employee is covered by a money purchase pension plan described in Code
Section 414(n) with a nonintegrated employer contribution rate of at least 10%
of HCE Compensation, immediate
9
<PAGE>
participation, and full and immediate vesting. Immediate participation shall not
be required for a Leased Employee who received less than $1,000 in compensation
from the leasing organization in each Plan Year during the four-year period
ending with the current Plan Year.
A Leased Employee includes a leased owner or a leased manager
determined to be a Leased Employee under Code Section 414(o) and the
Regulations.
ARTICLE 4
Contributions, Rollovers,
and Transfers to Plan
4.1 Contributions.
The following contributions are permitted or required for a Plan Year.
(a) Elective Contributions. A Participant shall determine whether to
have an Elective Contribution made for the Participant and the amount of the
Elective Contribution.
(b) Restoration of Forfeiture. When restoration of a forfeiture is
required under Article 6 and current forfeitures applied for that purpose are
insufficient, the Employer shall contribute the necessary additional amount.
4.2 Elective Contributions.
The Employer shall contribute the amount elected under BenefitSystems
by each eligible Participant for the Plan Year. In addition, a Participant may
elect to reduce the Participant's Compensation by pretax payroll deductions. The
amount shall be in a whole percentage, not more than 7%. The Employer shall
contribute a corresponding amount to the trust on behalf of the Participant.
Employer Contributions corresponding to a Participant's pretax payroll
deductions and an election under BenefitSystems are "Elective Contributions."
(a) Payroll Deductions. The Administrator shall adopt rules for payroll
deductions and shall specify any applicable minimum or maximum rates or amounts.
Absent specific rules, any election to authorize, modify, suspend, or resume
payroll deductions shall be subject to the following:
(i) Timing. The election shall be made within a reasonable
time before the election is to be effective.
(ii) When Effective. A Participant may make a new election or
change a prior election at any time, however, only one change may be made during
any calendar month. The election shall continue in effect until modified or
suspended. A Participant may suspend payroll deductions at any time. The
election shall be effective for the first administratively feasible payroll
period following the election.
10
<PAGE>
(b) Limits on Elective Contributions. Elective Contributions are
subject to the following limits:
(i) Elective Deferral Limit. A Participant's Elective
Deferrals for a calendar year shall not exceed the Elective Deferral Limit.
(A) Amount of Limit. "Elective Deferral Limit" means
$7,000 (the dollar amount under Code Section 402(g)), adjusted under Code
Section 415(d) as of the beginning of the calendar year.
(B) Elective Deferrals. "Elective Deferrals" means the
Elective Contributions made for the Participant and any other portion of the
Participant's income deferred and excluded from current taxation under Code
Sections 402(e)(3) (a cash or deferred 401(k) profit-sharing plan); 402(h) (a
simplified employee pension plan); or 403(b) (a tax-sheltered annuity). In
applying the limit, all of the Participant's Elective Deferrals for the calendar
year shall be aggregated.
(ii) ADP Limit. "ADP Limit" means the maximum ADP for Highly
Compensated Employees determined as follows:
(A) Amount of Limit. For Plan Years beginning after
December 31, 1986, the ADP for Highly Compensated Employees for each Plan Year
shall not exceed the greater of:
(1) 125% Limit. 125% of the ADF' for all Participants
who are not Highly Compensated Employees, or
(2) 200%/2% Limit. 200% of the ADP for all
Participants who are not Highly Compensated Employees or, if less, the ADP for
all Participants who are not Highly Compensated Employees plus two percentage
points.
(B) ADP. "ADP" means the average of the Deferral
Percentages determined by dividing the sum of all Deferral Percentages of all
eligible Participants in the applicable group by the number of eligible
Participants in that group. An eligible Participant is a Participant who is
directly or indirectly eligible to make or receive an allocation of an ADP
Contribution.
(C) Deferral Percentage. "Deferral Percentage" means a
percentage determined by dividing the Participant's ADP Contributions for the
Plan Year by the Participant's ADP Compensation. If ADP Contributions are not
made for the Participant, the Participant's Deferral Percentage is zero.
(D) ADP Contributions. "ADP Contributions" means the
Elective Contributions made for the Participant for the Plan Year.
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(E) ADP Compensation. "ADP Compensation" means the
Employee's compensation for the Plan Year as defined in Code Section 414(s) and
Regulations. In accordance with the Regulations, the Employer may elect to
determine ADP Compensation for a Plan Year based on the calendar year ending
within that Plan Year. ADP Compensation is determined only for the portion of
the Plan Year that the Employee is a Participant employed in Covered Employment.
ADP Compensation shall not exceed the Annual Compensation Limit, adjusted and
applied as specified in Section 2.2.
(F) Aggregation With Other Plans. This plan and any plan
aggregated with this plan under the plan aggregation rules of Section 4.3 shall
be treated as a single plan for testing compliance with the ADP Limit.
(G) Additional Rules. In determining compliance with the
ADP Limit, the testing coordination, plan aggregation, family aggregation,
correction, and other rules in Section 4.3 apply.
(c) Prevention of Excess Deferrals and Excess Contributions. If the
Administrator determines that the Elective Deferral Limit or the ADP Limit may
be exceeded, the Administrator may reduce or suspend Elective Contributions for
individual Highly Compensated Employees as necessary.
(d) Correction of Excess Deferral and Excess Contribution.
(i) Excess Deferral. Upon written notification, an Excess
Deferral, plus attributable income or loss, shall be distributed to the
Participant.
(A) Definition. "Excess Deferral" means a Participant's
Elective Deferrals that exceed the Elective Deferral Limit.
(B) Written Notification. If the Excess Deferral for a
Participant occurs within one or more plans of the Employer and any Related
Employer, the Employer must notify the Trustee of the amount of the Excess
Deferral to be distributed from this plan. If the Excess Deferral for a
Participant occurs under this plan and one or more plans of unrelated employers,
the Participant must notify the Administrator of the amount of the Excess
Deferral to be distributed from this plan. The notification should be given no
later than February 15 following the calendar year for which the Excess Deferral
was contributed. The notification must specify the amount of Excess Deferral to
be distributed and contain an acknowledgment that the amount to be distributed
exceeds the Elective Deferral Limit.
(C) Time of Distribution. If the written notification is
timely, the distribution shall be made by April 15 following receipt of the
request. If not, any Excess Deferral shall be retained in this plan and
distributed under Article 7.
(D) Application to ADP Limit. An amount distributed to a
Highly Compensated Employee to correct an Excess Deferral (whether it occurs
under plans of unrelated employers or under a plan or plans of the Employer and
any Related Employer) shall
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be included in determining compliance with the ADP Limit as if not distributed.
An amount distributed to a Participant who is not a Highly Compensated Employee
to correct an Excess Deferral that occurs within one or more plans of the
Employer and any Related Employer shall not be included in determining
compliance with the ADP Limit.
(ii) Excess Contribution. An Excess Contribution, plus any
attributable income or loss, shall be deducted from each affected Participant's
Elective Contributions account.
(A) Definition. "Excess Contribution" means the ADP
Contributions of Highly Compensated Employees that cause the ADP to exceed the
ADP Limit, reduced by the amount of any Excess Deferral distributed under (d)(i)
above.
(B) Method. The Excess Contribution shall be deducted from
the Participant's Elective Contributions. Elective Contributions deducted to
correct an Excess Contribution shall be distributed to the Participant.
4.3 Additional 401(k) Rules.
The following additional rules apply to the contributions subject to
the Elective Deferral and ADP Limits:
(a) Deadline for Inclusion in Tests. To be included for testing
compliance with the ADP Limit for a Plan Year, contributions must be paid to the
trust by the end of the twelfth month after the end of that Plan Year and must
be allocated to the Participant's accounts as of a date during the Plan Year.
(b) Plan Aggregation Rules.
(i) HCE Required Aggregation. Unless prohibited by the
Regulations, if the same Highly Compensated Employee is eligible to participate
in two or more plans of the Employer or a Related Employer, the plans shall be
treated as a single plan for determining compliance with the ADP Limit. If the
plans have different plan years, they shall be treated as a single plan with
respect to the plan years ending within the same calendar year.
(ii) Required Aggregation. If this plan and any other
qualified retirement plan of the Employer or a Related Employer are required to
be treated as a single plan for compliance with Code Section 410(b) (other than
Code Section 410(b)(2)(A)(ii)), compliance with the ADP Limit shall be
determined as if the plans were a single plan.
(iii) Permissive Aggregation. If this plan and any other
qualified retirement plan of the Employer or a Related Employer are treated as a
single plan when permitted but not required by Code Section 410(b) and
Regulations, the aggregated plans must comply with the ADP Limit and must also
meet the requirements of Code Sections 401(a)(4) and 410(b) as if the plans were
a single plan. For plan years beginning after December 3l, 1989, plans may be
aggregated permissively only if they have the same plan year.
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(iv) Prohibited Aggregation. Plans that may be aggregated
under Code Section 410(b) but are not actually aggregated for a Plan Year for
purposes of Code Section 410(b) (other than Code Section 410(b)(2)(A)(ii)) may
not be aggregated for purposes of compliance with the ADP Limit.
(c) Family Aggregation. Family members aggregated under Section
2.5(c)(iii) shall be treated as a single fictitious Highly Compensated Employee
for testing compliance with the ADP Limit. The Deferral Percentage for the
fictitious Highly Compensated Employee shall be the amount determined by
combining the ADP Contributions and combining the ADP Compensation of all family
group members. The fictitious Highly Compensated Employee shall represent the
entire family group in the ADP test and none of the individual family members or
their respective Deferral Percentages shall be separately included in the tests.
(d) Order of Correction.
(i) Order. Excess Contributions shall be corrected by reducing
the Deferral Percentages of Highly Compensated Employees, beginning with those
at the highest Deferral Percentage, to the next lower Deferral Percentage level
for Highly Compensated Employees or, if greater, a percentage that results in
compliance with the ADP Limit. If further reduction is required to satisfy the
ADP Limit, the amount of correction shall be determined by continuing the
process until the ADP Limit is not exceeded. The amount by which the Deferral
Percentage is reduced shall be deducted from each affected Highly Compensated
Employee as specified in Section 4.2(d).
(ii) Family Aggregation Group. The amount of Excess
Contributions attributable to the fictitious Highly Compensated Employee shall
be allocated among the members of the family aggregation group in proportion to
the ADP Contributions combined to determine the Deferral Percentage of the
fictitious Highly Compensated Employee.
(e) Attributable Income or Loss. Any deduction from a Participant's
account to correct or in conjunction with correction of an Excess Deferral or
Excess Contribution shall include the attributable income or loss for the
applicable period and for the period between the last day of the applicable
period and the date of distribution. The applicable period for an Excess
Deferral is the calendar year. The applicable period for an Excess Contribution
is the Plan Year.
(i) Method of Determination. The Employer may determine the
attributable income or loss for the applicable period and for the period between
the last day of the applicable period and the date of distribution using any
reasonable method that does not result in discrimination under Code Section
401(a)(4). The method must be used consistently for all Participants and for all
corrective distributions for the Plan Year and must be the method used for
allocating earnings or losses to the Participants' accounts for that year.
(ii) Alternative Method of Determination. If the attributable
income or loss is not determined under (i) above, the income or loss shall be
determined by multiplying the income or loss attributable to the account from
which the correcting deduction is made for the
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applicable period for which the excess is determined by a fraction. The
numerator of the fraction is the excess amount. The denominator is the balance
in the account as of the first day of the applicable period, plus contributions
allocated as of the last day of the period.
In addition, income credited for the period between the
last day of tire applicable period and the date of distribution shall be equal
to 10% of the income determined under the preceding paragraph multiplied by the
number of full months between the last day of the applicable period and the date
of distribution. A month shall be considered a full month if the payment is made
after the 15th day of that month.
(f) Ordering of Excess Amounts. Excess Deferrals shall be determined
and corrected before Excess Contributions.
(g) Allocation of Correction Among Multiple Plans. If the Employer
maintains another plan that must be aggregated with this plan for testing
compliance with the ADP Limit, the Employer shall specify the plan from which
corrections are to be made.
(h) Deadline for Correction. To correct an Excess Contribution, a
distribution shall be made not later than the last day of the Plan Year after
the Plan Year for which the excess was contributed.
(i) Taxation of Distribution.
(i) Excess Deferral. The Excess Deferral is included in the
Participant's income for the calendar year for which contributed. The
attributable income or loss is included for the calendar year of distribution.
(ii) Excess Contribution. If made within the
two-and-one-half-month period after the end of the Plan Year for which the
excess was contributed, an amount distributed to correct an Excess Contribution
shall be included in the Participants income for the calendar year for which it
was contributed. A later distribution to correct an Excess Contribution shall be
included in the Participant's income for the calendar year in which it is
distributed.
(j) Penalties. Distribution of an Excess Deferral or an Excess
Contribution does not subject the Participant to the 10% penalty on an early
withdrawal under Code Section 72(t). The Employer shall be liable for a 10%
excise tax under Code Section 4979 on the Excess Contributions distributed after
the two-and-one-half-month period following the end of the Plan Year for which
they were contributed.
(k) Calendar Year/Taxable Year. The term calendar year with reference
to an individual means the taxable year for any individual whose taxable year is
not the calendar year.
4.4 Limits on Employer Contributions.
Employer Contributions are subject to the following limits:
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(a) Deduction. Employer Contributions for a Plan Year shall not exceed
the amount allowable as a deduction under Code Section 404. The deduction
generally may not exceed 15% of the Section 415 Compensation of all
Participants. If there are unused deductible amounts from taxable years
beginning before January 1, 1987, the contribution may be increased but shall
not exceed the lesser of 15% of the Section 415 Compensation of all Participants
plus the unused deductible amount or 25% of the Section 415 Compensation of all
Participants. A nondeductible contribution may be subject to a 10% excise tax.
(b) Annual Additions. Employer Contributions are subject to the limit
on Annual Additions stated in Article 5.
4.5 Return of Employer Contributions.
(a) Mistake of Fact. Part or all of any Employer Contribution made by
mistake of fact shall be returned to the Employer, upon demand, within one year
after payment of the contribution.
(b) Nondeductible. Each Employer Contribution is conditioned on its
deductibility under Code Section 404. A nondeductible Employer Contribution
shall be returned to the Employer, upon demand, before the due date for the
Employer's federal income tax return for the taxable year for which the
contribution was made. The portion of the contribution to be returned shall not
exceed the amount determined to be nondeductible.
(c) Amount. The amount that may be returned shall be determined as of
the Valuation Date coinciding with or most recently preceding the date of
repayment. The amount shall be the excess of the amount contributed over the
amount that is deductible or the amount that would have been contributed if the
mistake of fact had not occurred. Earnings attributable to the excess amount
shall not be returned. Losses attributable to the excess amount shall reduce the
amount returned. The amount returned shall not reduce a Participant's account to
less than the account balance would have been on the applicable Valuation Date
had the excess amount not been contributed.
4.6 Reduction Of Employer Contribution for Leased Employees.
If a Leased Employee becomes a Participant in this plan, any Employer
Contribution which would be made for and allocated to the Leased Employee (other
than an Elective Contribution) shall be reduced by any contribution made by the
leasing organization for the Participant to a qualified retirement plan for
services performed by the Leased Employee for the Employer.
4.7 Timing of Contributions.
Any Employer Contribution (other than an Elective Contribution) shall
be paid to the Trustee on or before the date prescribed by law (including
extensions) for filing the Employer's federal income tax return for the taxable
year. The Employer also shall identify the type and amount of each contribution
for a Plan Year by written communication to the Trustee on or
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before the date final allocations are performed under Article 5. If property
other than cash is contributed, the property shall be valued at fair market
value at the time of contribution. Any amount withheld from a Participant's
Compensation for contribution to this plan shall be paid to the Trustee as soon
as administratively feasible after the amounts are withheld from Participants'
Compensation and not later than the time described above for filing the
Employer's federal income tax return.
4.8 Rollovers and Direct Transfers.
The Trustee may accept, administer, and distribute an amount that is
either a rollover or a direct transfer from another qualified retirement plan.
(a) Permitted Transfer. The transfer must be either:
(i) Direct Transfer. A direct plan-to-plan transfer of funds
held under another qualified retirement plan or trust for a Participant that is
not a qualifying rollover, or
(ii) Qualifying Rollover. A rollover amount within the meaning
of Code Sections 402(a)(5) or 408(d)(3) that the Participant certifies in
writing is a qualifying rollover.
(b) Return of Improper Rollover. If a rollover amount is determined not
to be a qualifying rollover or constitutes a prohibited transfer, the amount,
plus any earnings and minus any losses, shall be distributed to the Participant
immediately.
(c) Prohibited Transfers. Unless the Participant's spouse consents to
the transfer and the Participant waives the qualified joint and survivor
annuity, this plan shall not accept a transfer of assets from:
(i) Defined Benefit. A defined benefit plan,
(ii) Money Purchase/Target Benefit. A money purchase pension
plan or a target benefit pension plan, or
(iii) Other. Any other defined contribution plan subject to
the qualified joint and survivor and qualified preretirement survivor annuity
requirements of Code Sections 401(a)(11) and 417.
4.9 Multiple Adopting Employer Rules.
(a) Allocation Among Participating Employers. The Employer Contribution
shall be allocated among the Employers adopting this plan in proportion to the
Elective Contributions of the Participants employed by each adopting Employer
during the Plan Year for which the contribution is made.
(b) Contribution for Member of Affiliated Group of Corporations. If
this plan is adopted by more than one corporation and the adopting corporations
comprise an affiliated group
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of corporations, a member or members of the adopting group of corporations may
make and deduct contributions, as permitted under Code Section 404, for and on
behalf of an adopting member corporation which is unable to or prevented from
making a contribution as permitted in Code Section 404.
ARTICLE 5
Allocations
5.1 Accounts.
The Administrator shall maintain at least one account for each
Participant. The Administrator may maintain additional accounts including a
separate account for each type of contribution and for each rollover or transfer
of assets to this plan.
Separate accounts shall be maintained for accounting purposes only and
shall not require segregated investment of amounts allocated to separate
accounts except as specified under Article 9.
5.2 Allocations.
As of each applicable Valuation Date, the contributions to this plan
shall be allocated to each Participant's accounts as follows:
(a) Elective Contributions. The Elective Contributions made on behalf
of a Participant shall be allocated to the Participant's Elective Contributions
account.
(b) Restoration of Forfeiture. If a forfeited amount is required to be
restored under Article 6, that amount shall be allocated to the account from
which the amount was forfeited.
5.3 Forfeitures.
Forfeitures shall be allocated first to restore any forfeited amounts
that are required to be restored under Article 6. Any remaining forfeitures
shall be applied to reduce the next Employer Contribution and allocated as part
of that Employer Contribution.
(a) Timing. Forfeitures shall occur as of the dates specified in
Article 6. Forfeitures that occur during a Plan Year shall be allocated as of
the end of that Plan Year.
(b) Investment Experience. Any forfeiture that occurs during a Plan
Year shall not share in the investment experience of the trust for the period
from the preceding Valuation Date through the date as of which the forfeiture is
allocated.
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5.4 Allocation of Earnings, Losses, and Expenses; Revaluation of Assets.
Participants' accounts shall have a pro rata interest in the assets of
the trust except to the extent that all or part of an account is commingled with
other accounts for separate investment or is separately invested. Accounts
commingled for separate investment shall have a pro rate interest in the
separate investments of those accounts.
(a) Allocation Balance. A Participant's "Allocation Balance" as of the
Valuation Date means the Participant's account balance as of the preceding
Valuation date with adjustments. The adjustments are as follows:
(i) Credits. The account balance as of the preceding Valuation Date
shall be increased, to the extent determined by the Administrator on a uniform,
nondiscriminatory basis, by contributions, transfers, and any other credits to
the account after the preceding Valuation Date.
(ii) Reductions. The account balance as of the preceding Valuation
Date shall be reduced, to the extent determined by the Administrator on a
uniform, nondiscriminatory basis, by the amount of each withdrawal,
distribution, or transfer from, separate investment of, or debit or charge (not
included in investment experience) to, the account after the preceding Valuation
Date.
(b) Determination of Investment Experience. As soon as administratively
feasible after each Valuation Date, and as of that date, the Administrator shall
compute the aggregate investment experience by:
(i) Earnings/Gains. Determining any net earnings of the trust and
any net realized gain from the disposition of trust assets since the preceding
Valuation Date;
(ii) Losses/Charges. Determining any net realized loss suffered by
the trust and all proper expenses of, and charges against, the trust since the
preceding Valuation Date:
(iii) Unrealized Appreciation/Depreciation. Revaluing the assets of
the trust at market value; and
(iv) Credit/Charge. Aggregating the earnings, losses, expenses, and
unrealized appreciation or depreciation.
(c) Allocation of Investment Experience. The aggregate investment
experience shall be allocated to each Participant by multiplying the investment
experience by a fraction. The numerator of the fraction shall be the
Participant's Allocation Balance. The denominator shall be the aggregate
Allocation Balances of all Participants.
(d) Resulting Account Balance. The Participant's account balance as of
the Valuation Date shall be the Participant's account balance as of the
preceding Valuation Date plus investment experience allocated under (c) above,
plus the Employer Contribution and other
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amounts to be allocated as of the Valuation Date, less the amount of all debits
or charges (not included in investment experience) to, or withdrawals,
transfers, distributions, or forfeitures from, the account as of that date.
(e) Separate Investment. If trust assets are separately invested, the
allocation rules shall be applied separately to each separate portion of the
trust, except that the Employer shall direct the extent to which the Trustee
shall pay from the separate portion of the trust the fees, expenses, and special
charges that result from the separate investment.
(f) Extraordinary Expenses. All expenses resulting from reasonable
efforts to locate or determine the proper recipient of a distribution may be
charged to the affected account when directed by the Administrator on a uniform,
nondiscriminatory basis for all Participants. These expenses include, without
limitation, expenses resulting from legal proceedings. Expenses of legal
proceedings against this plan, the Trustee, or another fiduciary, which are
initiated by a Participant or Beneficiary shall be charged to the Participant's
account only if the Participant or Beneficiary fails to prevail in the legal
proceeding.
(g) Limited Allocation For Alternate Valuation Dates. If a
Valuation Date is other than the last day of the Plan Year, the Administrator
may limit determination and allocation of investment experience in a
nondiscriminatory manner to any separate part of the trust or to any separate
account or accounts.
5.5 Limitation on Annual Additions.
The total Annual Additions for a Participant for any Limitation Year
shall not exceed the lesser of the Percentage Limit or the Defined Contribution
Dollar Limit.
(a) Annual Additions. For Limitation Years beginning after December 31,
1986, "Annual Additions" for a Participant for a Limitation Year means the sum
of:
(i) Employer Contributions and Forfeitures. The Participant's share
of the Employer's contributions and forfeitures;
(ii) After-Tax Employee Contributions. The Participant's after-tax
employee contributions;
(iii) Post-Retirement Medical Benefits Account. For purposes of the
Defined Contribution Dollar Limit and for Limitation Years beginning after
December 31, 1985, amounts allocated to the separate post-retirement medical
benefits account of a Key Employee, as defined in Code Section 419A(d)(3), under
a welfare benefit fund, as defined in Code Section 419(e);
(iv) Individual Medical Benefit Account. For purposes of the
Defined Contribution Dollar Limit, contributions allocated for Limitation Years
beginning after March 31, 1984, to an individual medical benefit account in a
pension or annuity plan, as defined in Code Section 415(I)(2);
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(v) Excess Deferrals. For the Limitation Years during which these
amounts were contributed, Excess Deferrals that are not distributed to a
Participant by the first April 15th following the end of the Participant's
taxable year;
(vi) Excess Contributions and Excess Aggregate Contributions. For
the Limitation Years during which these amounts were contributed, Excess
Contributions and excess aggregate contributions whether or not distributed to a
Participant; and
(vii) Excess Annual Addition Applied. An excess Annual
Addition from the preceding Limitation Year applied to reduce the Employer
Contributions for the current Plan Year.
(b) Defined Contribution Dollar Limit. For Limitation Years beginning
after December 31, 1986, "Defined Contribution Dollar Limit" means $30,000 (or
25% of the defined benefit dollar limit under Code Section 415(b)(1)(A), if
greater).
(c) Percentage Limit. "Percentage Limit" means 25% of the Participant's
Section 415 Compensation from the Employer for the Limitation Year.
(d) Section 415 Compensation. "Section 415 Compensation" means a
Participant's earned income, wages, salaries, and fees for professional services
and other amounts received for personal services actually rendered in the course
of employment with the Employer (including, but not limited to, commissions paid
to salesmen, compensation for services based on a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements, and expense allowances) actually paid (or accrued for Limitation
Years beginning before January 1, 1992) and includable in gross income for the
Limitation Year.
(i) Exclusions. Section 415 Compensation excludes:
(A) Contributions. Contributions (including Elective
Deferrals) to a plan of deferred compensation that are not includable in the
Employee's gross income for the taxable year in which contributed, or
contributions under a simplified employee pension plan to the extent the
contributions are deductible by the Employee, or any distributions from a plan
of deferred compensation;
(B) Nonqualified Stock Option. Amounts realized from the
exercise of a nonqualified stock option, or when restricted stock (or property)
held by the Employee either becomes freely transferable or is no longer subject
to substantial risk of forfeiture;
(C) Qualified Stock Option. Amounts realized from the sale,
exchange, or other disposition of stock acquired under a qualified stock option;
(D) Other Amounts. Other amounts that received special tax
benefits (including any amount that is excluded from gross income under Code
Section 125), or contributions made by the Employer (whether or not under a
salary reduction agreement) toward
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the purchase of an annuity described in Code Section 403(b) (whether or not the
amounts are actually excludable from the gross income of the Employee); and
(E) Adjusted Annual Compensation Limit. Amounts in excess of
the Annual Compensation Limit.
(ii) Estimation. Until Section 415 Compensation is actually
determinable, the Employer may use a reasonable estimate of Section 415
Compensation. As soon as administratively feasible, actual Section 415
Compensation shall be determined.
(e) Limitation Year. "Limitation Year" means the Plan Year.
(i) Change. If the Limitation Year is amended to a different
12-month period, the new Limitation Year must begin on a date within the
Limitation Year in which the amendment is made.
(ii) Short Limitation Year. If a short Limitation Year is created
by an amendment, the maximum Annual Addition shall not exceed the Defined
Contribution Dollar Limit multiplied by a fraction. The numerator of the
fraction is the number of months in the short Limitation Year and the
denominator is 12.
(f) Related Employer Acceleration. All plans maintained by the Employer
and any Related Employer, all contributions under those plans, and Section 415
Compensation from the Employer and any Related Employer shall be aggregated for
purposes of applying this section and the remainder of this article.
5.6 Excess Additions.
(a) Before Contribution. If the Annual Additions limitation will be
exceeded for a Participant, the Employer Contribution for the Plan Year may be
reduced before payment to the Trustee to the maximum amount permitted under
Section 5.5.
(b) After Contribution. If the Annual Additions limitation would be
exceeded for a Participant as a result of: (i) an allocation of forfeitures;
(ii) a reasonable error in estimating a Participant's annual Section 415
Compensation; (iii) a reasonable error in determining the amount of Elective
Deferrals permissible under the limits of Code Section 415; or (iv) other facts
and circumstances permitted by the Commissioner of Internal Revenue, the excess
amount shall be eliminated by:
(i) Elective Contributions. First, returning the Participant's
Elective Contributions together with attributable earnings for the Plan Year;
and
(ii) Suspense Account. Then holding the excess in a suspense
account.
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(A) Reduce Employer Contribution. The amount in the suspense
account shall be used to reduce an Employer Contribution for the next Plan Year
and shall be allocated before other Annual Additions are allocated.
(B) Plan Termination. If this plan is terminated or
contributions to this plan are discontinued while there is a suspense account,
the allocation shall be made as of the end of the next Plan Year or, if earlier,
as of the date of termination or discontinuance.
(C) No Investment Experience. No investment experience shall
be allocated to a suspense account.
(c) No Distribution. Excess Annual Additions held in a suspense account
may not be distributed to Participants or former Participants.
(d) Plan Order. The excess shall be eliminated successively under the
terms of any applicable profit-sharing plan, money purchase plan, and 401 (k)
plan, in that order.
5.7 Limitation on Total Retirement Benefits.
If a Participant is, or was, a Participant in both a defined
contribution plan and a defined benefit plan maintained by the Employer or a
Related Employer, the sum of the Participant's Defined Contribution Plan
Fraction and Defined Benefit Plan Fraction may not exceed 1.0 in a Limitation
Year.
(a) Defined Contribution Plan Fraction. "Defined Contribution Plan
Fraction" means a fraction. The numerator of the fraction is the sum of the
Annual Additions to the Participant's account under all defined contribution
plans (whether or not terminated) maintained by the Employer or a Related
Employer for the current and all prior Limitation Years, and the denominator is
the sum of the lesser of the following amounts determined for the Limitation
Year and each prior Limitation Year of service with the Employer or a Related
Employer: (i) 125% of the Defined Contribution Dollar Limit in effect for each
Limitation Year, or (ii) 35% of the Participant's Section 415 Compensation.
If the Participant was a participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more defined
contribution plans maintained by the Employer or a Related Employer that were in
existence on May 6, 1986, the numerator of the fraction will be adjusted if the
sum of the fraction and the Defined Benefit Plan Fraction would otherwise exceed
1.0 under the terms of this plan. Under the adjustment, an amount equal to the
product of (i) the excess of the sum of the fractions over 1.0 times (ii) the
denominator of this fraction, will be permanently subtracted from the numerator
of this fraction. The adjustment is calculated using the fractions as they would
be computed as of the end of the last Limitation Year beginning before January
1, 1987, and disregarding any change in the terms and conditions of the plan
made after May 5, 1986, but using the Code Section 415 limitations applicable to
the first Limitation Year beginning on or after January 1, 1987.
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(b) Defined Benefit Plan Fraction. "Defined Benefit Plan Fraction"
means a fraction. The numerator of the fraction is the sum of the Participant's
Projected Annual Benefits under all defined benefit plans (whether or not
terminated) maintained by the Employer or a Related Employer, and the
denominator is the lesser of 125% of the Defined Benefit Dollar Limit in effect
for the Limitation Year or 140% of the average of the Participant's Section 415
Compensation for the three consecutive calendar years of plan participation that
produce the highest average.
If the Participant was a participant as of the first day of the
first Limitation Year beginning after December 31, 1986, in one or more defined
benefit plans maintained by the Employer or a Related Employer that were in
existence on May 6, 1986, the denominator of the fraction will not be less than
125% of the sum of the annual benefits under those defined benefit plans that
the Participant had accrued as of the close of the last Limitation Year
beginning before January 1, 1987, disregarding any change in the terms and
conditions of the plan after May 5, 1986. The preceding sentence applies only if
the defined benefit plans individually and in the aggregate satisfied the
requirements of Section 415 for all Limitation Years beginning before January 1,
1987.
(i) Projected Annual Benefit. "Projected Annual Benefit" means the
Participant's annualized accrued benefit at Normal Retirement Date (or current
date, if later) determined as if the Participant continued employment and the
Participant's Compensation for the Limitation Year and all other relevant
factors used to determine such benefit remained constant until Normal Retirement
Date (or current date, if later).
(ii) Defined Benefit Dollar Limit. "Defined Benefit Dollar Limit"
means the applicable limitation on annual benefits payable at the social
security retirement age, including all adjustments, set forth in Code Section
415(b)(1)(A) (as adjusted under Code Section 415(d)). As of January 1, 1989, the
Defined Benefit Dollar Limit is $98,064.
(c) Benefit Accrual Reduction. If, in a Limitation Year, the sum of the
Defined Contribution Plan Fraction and the Defined Benefit Plan Fraction will
exceed 1.0, the rate of benefit annual will be reduced so that the sum of the
fractions equals 1.0. Reductions shall be made successively under any applicable
profit-sharing plan, money purchase plan, and 401(k) plan, in that order until
the sum of the fractions equals 1.0.
(d) Application of Limitations. These limitations shall be determined
with respect to the. aggregate benefits and/or contributions under all plans to
which they are applicable with respect to a Participant as provided in the
Regulations under Code Section 415 as in effect at the time the limitation is
applied.
(e) Maximum Limitations. These limitations are intended to be not less
than the maximum limitations that apply to a Participant at the time of
application under Code Section 415, ERISA Section 2004, Section 235(g) of the
Tax Equity and Fiscal Responsibility Act of 1982, Section 1106 of the Tax Reform
Act of 1986, any subsequent legislation, and Regulations under the acts,
including all effective dates, transitional rules, and alternate limitations
contained in those acts and Regulations.
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(f) 1982 Transitional Rule. If a Participant was a participant in at
least one defined contribution plan and at least one defined benefit plan
maintained by the Employer or a Related Employer that was in existence on July
1, 1982, the numerator of the Defined Contribution Plan Fraction will be
adjusted if the sum of the Defined Contribution Plan Fraction and the Defined
Benefit Plan Fraction would otherwise exceed 1.0 under this section. Under this
adjustment, an amount equal to the product of (i) the excess of the sum of the
fractions over 1.0 multiplied by (ii) the denominator of the Defined
Contribution Plan Fraction will be permanently subtracted from the numerator of
the fraction. This adjustment is calculated using the fractions as they would be
computed as of the end of the last Limitation Year beginning before January 1,
1983, and, if necessary, January 1, 1984, if the sum of the fractions exceeds
1.0 due to accruals or Annual Additions that were made before the limitations of
this section became effective for any qualified retirement plans of the Employer
or a Related Employer, in existence on July 1, 1982.
(g) Reduction of Limits. If this plan is determined to be a Super
Top-Heavy Plan for a Plan Year, or at the election of the Employer, the words
"125% of" shall be deleted from each place they appear in (a) and (b) above.
ARTICLE 6
Determination of Vested Percentage
6.1 Vested Percentage.
A Participant's vested percentage with respect to all of the
Participant's accounts under this plan is 100% at all times.
6.2 Forfeitures--Lost Recipient.
If a Person entitled to a payment cannot be located, the Participant's
account shall be forfeited as of the date the Administrator certifies to the
Trustee that the Person cannot be located. The Participant's Vested Account
Balance shall be restored to the Participant's account if the Person entitled to
the payment submits a written election of method of payment.
6.3 Vested Account Balance.
"Vested Account Balance" at any time means the aggregate value of all
of the Participant's account balances.
ARTICLE 7
Distributions
7.1 Distributive Events.
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The following events shall permit distribution.
(a) Normal Retirement Date. A Participant's employment terminates at or
after the Participant's Normal Retirement Date. "Normal Retirement Date" means
the date the Participant attains age 65.
(b) Death. A Participant dies.
(c) Total Disability. A Participant suffers a Total Disability while an
Employee. "Total Disability" means the inability of the Participant due to a
physical or mental condition to perform the duties of the Participant's
employment. The Administrator may require that one or more physicians (chosen or
approved by the Administrator) certify whether or not Total Disability exists.
This certification shall be conclusive.
(d) Other Termination of Employment. A Participant's employment
terminates for any reason. A transfer between Covered Employment and any other
employment with the Employer, or a transfer between the Employer and a Related
Employer, is not a termination of employment.
(e) Attainment of Age 70 1/2. A Participant attains age 70 1/2.
(f) QDRO. This plan receives a QDRO and the Administrator directs the
Trustee to pay benefits to an alternate payee as set forth in the QDRO.
"QDRO" means a qualified domestic relations order, as defined in Code
Section 414(p), that is issued by a competent state court and that meets the
following conditions:
(i) Alternate Payee. The alternate payee must be the Spouse or
former Spouse or a child or other dependent of the Participant.
(ii) Reason for Distribution. The distribution must relate to
alimony, support of a child or other dependent, or a division of marital
property.
(iii) Contents. The QDRO must contain the name and address of the
Participant and the alternate payee, the amount of the distribution or
percentage of the Participant's account to be distributed, the Valuation Date as
of which the amount or percentage is to be determined, and instructions
concerning the timing and method of distribution.
(iv) Restrictions. A QDRO may not require (A) this plan to pay more
to the Participant and all alternate payees than the Participant's Vested
Account Balance; (B) a method, commencement date, or duration of payment not
otherwise permitted under this article; and (C) cancellation of the prior rights
of another alternate payee.
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An order for distribution to an alternate payee will be accepted
only if the date of the order is at least 12 months after the date of any
previous order with respect to that alternate payee.
(g) Plan Termination; Partial Termination. Termination of this plan
with respect to all Participants or partial termination with respect to
Participants affected by the partial termination.
Notwithstanding the above, a Participant's Elective Contributions
account may not be distributed after plan termination if the Employer or Related
Employer maintains a successor defined contribution plan as described in
Regulations under Code Section 401(k) other than an employee stock ownership
plan as defined in Code Sections 4975(e) or 409 or a simplified employee pension
as defined in Code Section 408(k).
(h) Additional 401(k) Distributive Events. A Participant's Elective
Contributions account may be distributed on disposition of Employer assets or
disposition of a subsidiary.
(i) Disposition of Assets. Distribution may be made upon
disposition by a corporate Employer of substantially all of the assets, within
the meaning of Code Section 409(d)(2), used by the Employer in a trade or
business if the Participant is employed by the purchasing corporation, the
Employer continues to maintain this plan, and the assets were not sold to a
Related Employer. Sale of at least 85% of the assets used in the trade or
business shall be deemed a sale of substantially all of those assets.
(ii) Disposition of Subsidiary. Distribution may be made upon
disposition by a corporate Employer or Related Employer of its interest in a
subsidiary, within the meaning of Code Section 409(d)(3), to an unrelated
corporation, if the Employer continues to maintain this plan and the Participant
was and continues to be employed by that subsidiary.
7.2 Valuation for Distribution.
The Participant's Vested Account Balance shall be determined as of the
Valuation Date coinciding with or most recently preceding the date of the
distribution. The amount distributed shall not include investment experience for
the period from the Valuation Date to the date of distribution. Separate
valuations shall be performed for segregated accounts that are commingled for
investment and any accounts that are separately invested without commingling.
The amount to be distributed shall be reduced by the amount of any distribution
or withdrawal during the period from the Valuation Date to the date of
distribution.
7.3 Methods of Distribution.
A Participant may elect distribution of the Participant's Vested
Account Balance in one of the methods of distribution described in the following
subsections (b), (c), (d), and (e) and if also elected, the partial distribution
described in subsection (a).
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(a) Partial Distribution. One distribution of any part of the
Participant's Vested Account Balance within twelve months after the date the
Participant's employment terminates.
(b) Lump Sum. Distribution of the Participant's Vested Account Balance,
reduced by any distribution described in subsection (a), shall be made in a
single payment. A lump sum shall be the only permitted method of distribution
for the following:
(i) $3,500 or Less. A distribution when the Participant's Vested
Account Balance, including any earlier distribution, is $3,500 or less;
(ii) Transfer. A transfer to another plan under (b) below;
(iii) Plan Termination/Partial Termination. Termination of this
plan or partial termination of this plan under Section 7.1 (g) and Article 12;
(iv) Additional 401(k) Distributive Events. A disposition of
Employer assets or a disposition of a subsidiary with respect to the
Participant's Elective Contributions account under Section 7.1(h); or
(v) QDRO. A distribution pursuant to a QDRO under Section 7.1(f).
(c) Transfers to Another Plan. The Trustee shall transfer the
distributee's eligible rollover distribution to the trustee or custodian of an
eligible retirement plan for the benefit of the distributee.
(i) Eligible Rollover Distribution. An eligible rollover
distribution is a distribution of any portion of the balance to the credit of a
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 that the
distribution is required under Code Section 401(a)(9); and the portion of any
distribution that is not includable in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer
securities).
(ii) Eligible Retirement Plan. An eligible retirement plan is an
individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), an annuity plan described
in Code Section 403(a), or a qualified trust described in Code Section 401(a),
that accepts the distributee's eligible rollover distribution. An eligible
rollover distribution to the surviving Spouse may be transferred only to an
individual retirement account or individual retirement annuity.
(iii) Distributee. A distributee includes a Participant or former
Participant, the Participant's surviving Spouse, and the Participants Spouse or
former Spouse who is an alternate payee under a QDRO.
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(d) Installments. Distribution shall be made in installments paid
annually, or more frequently if permitted by the Administrator, over an elected
period of years not exceeding the life expectancy of the Participant or the
joint life expectancy of the Participant and a Beneficiary.
(i) Amount. The amount of the installment payments distributed each
calendar year shall be equal to the quotient obtained by dividing the
Participant's Vested Account Balance as of the Valuation Date most recently
preceding the payment date, reduced by any distribution described in subsection
(a), by the remaining number of years in the period. The elected installment
payment schedule may be changed or the remainder may be paid in a lump sum, but
a Participant may not elect payments smaller than the Minimum Distribution.
(ii) Life Expectancy. Life expectancy, as of the calendar year in
which payment begins, shall be determined in the manner described in Section
7.4.
(e) Annuity. Distribution shall be made in the form of an annuity
purchased with the Participant's entire Vested Account Balance, reduced by any
distribution described in subsection (a). Unless the Participant waives the
QJSA, the Trustee shall purchase the QJSA specified by the Administrator. If the
Participant waives the QJSA, or the Beneficiary elects an annuity, the annuity
shall be the form of annuity selected by the Participant or Beneficiary
providing benefits over a period not exceeding the life expectancy or the
joint-life expectancy of the Participant and/or the Beneficiary. If the
Participant's Vested Account Balance is to be paid as a QJSA and the Participant
dies before the annuity is purchased, the Trustee shall purchase a QPSA for the
Spouse unless the Spouse waives the QPSA and elects another form of annuity or
another method of distribution.
(i) QJSA.
(A) Definition. "QJSA" means the qualified joint and survivor
annuity which provides for equal monthly payments over the life of the
Participant with a survivor annuity payable over the life of the Spouse.
(B) Monthly Payment to Spouse. Each monthly survivor annuity
payment to a Spouse shall be at least 50% and not more than 100% of each monthly
payment during the joint lives of the Participant and Spouse. If the Participant
fails to elect a specific percentage of the monthly benefit to be paid to the
Spouse, the percentage shall be 50%.
(ii) QPSA. "QPSA" means the qualified preretirement survivor
annuity providing equal monthly payments over the life of the Spouse.
(iii) General Annuity Rules. The terms of the annuity must comply
with the distribution requirements and limitations of this plan. Any annuity
purchased under the terms of this plan shall be the maximum, immediate,
nontransferable annuity of the selected type which can be purchased with the
Participant's Vested Account Balance.
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7.4 Minimum Distribution.
The minimum amount that must be distributed for each calendar year
beginning with the calendar year in which the Participant attains age 70 1/2
("Minimum Distribution") shall be at least equal to the quotient obtained by
dividing the Participant's Vested Account Balance by the applicable divisor.
(a) Vested Account Balance. The value of the Vested Account Balance
shall be determined as of the last Valuation Date within the calendar year
preceding the calendar year of distribution and shall be increased by any
amounts allocated to the Participant's accounts as of any later late during such
preceding calendar year and reduced by any amounts charged against such accounts
as of any later date during such calendar year.
(b) Applicable Divisor.
(i) Beneficiary is Spouse. If the participants Spouse is
the designated Beneficiary, the applicable divisor shall be the life expectancy
determined under (c) below.
(ii) Beneficiary is Other. If the designated Beneficiary is
a Person other than the Participant's Spouse, the applicable divisor shall be
the lesser of:
(A) Life Expectancy. The life expectancy determined
under (c) below; or
(B) Incidental Benefit Factor. The applicable
divisor, under Regulations Section 1.401(a)(9)-2,A-4(a)(2), based on the
Participant's adjusted age at the birthday during the calendar year for which
the distribution is made.
(c) Life Expectancy.
(i) Determination/Initial Distribution. Life expectancy
shall be based on the Participant's (and/or beneficiary's) attained age at the
birthday party during the calendar year in which the Participant attains age 70
1/2. Life expectancy shall be determined from life expectancy Tables V and VI in
Regulations 1.72-9. Election of the applicable life expectancy shall be
irrevocable when distribution begins. If a life expectancy or shorter
installment period is not elected, the Participant's life expectancy shall
apply.
(ii) Redetermination/Subsequent Distributions. If a
Participant (or Spouse, if the Participant is deceased, but not any other
Beneficiary) so elects, life expectancy or the joint life expectancy of the
Participant and Spouse may be redetermined annually under Code Section 401(a)(9)
and Regulations. The election must be irrevocable when made and must be made not
later than the Required Beginning Date. If redetermination is not elected, the
applicable life expectancy for each calendar year after the calendar year in
which installments begin shall be the life expectancy or joint life expectancy
for the first calendar year reduced by one year for each calendar year after the
year in which installments begin.
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(d) Deferred Distribution Date. If the Participant's Required Beginning
Date, or other date when payment of benefits must begin, is later than April 1
following the calendar year in which the Participant attains age 70 1/2, these
Minimum Distribution rules shall apply to the calendar year in which
distribution must begin and each subsequent calendar year.
7.5 Time of Distribution.
(a) Immediate Distribution. Distribution shall begin on the Earliest
Distribution Date.
(i) Earliest Distribution Date. "Earliest Distribution Date" means
the first date on which distribution is administratively feasible following the
end of the Plan Year that includes the distributive event or, if later, after
election of distribution.
(ii) Exceptions.
(A) Earlier Distribution. At the election of a Participant,
the Participant's Vested Account Balance shall be distributed as soon as
administratively feasible following the distributive event.
(B) $3,500 or Less. The Vested Account Balance of a
Participant whose employment terminates for any reason other than death and
whose Vested Account Balance, including any earlier distribution, is $3,500 or
less, shall be distributed as soon as administratively feasible following the
end of the Plan Year in which the Participant's employment terminates. The
Participant may elect earlier payment.
(C) Death. Subject to (d) below, the time of distribution
following death of a Participant is determined under Section 7.6.
(D) QDRO. Distribution to an alternate payee under a QDRO
shall be paid to the alternate payee as soon as administratively feasible
following acceptance of the order by the Administrator, whether or not the
Participant has attained the age of 50 and even though the Participant continues
to be an Employee.
(b) Normal Distribution Date. Distribution due to termination of
employment for any reason other than death shall begin not later than 60 days
after the end of the Plan Year that includes the Participant's Normal Retirement
Date or, if later, the end of the Plan Year in which employment terminates. If
the amount cannot be ascertained at that date, distribution retroactive to that
date shall be made within 60 days of the date that the amount can be determined.
A Participant may elect to defer distribution to any date not later
than the applicable date in (c) below.
(c) Required Distribution. Distribution to a Participant shall begin
not later than the Participant's Required Beginning Date.
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(i) Required Beginning Date. "Required Beginning Date" means:
(A) General. The April 1 following the calendar year in which
the Participant attains age 70 1/2.
(B) Age 70-1/2 in 1988. For a Participant who is not a 5%
Owner and attained age 70-1/2 during 1988, April 1, 1990.
(C) Age 70 1/2 Before 1988. For a Participant who attained age
70 1/2 before January 1, 1988, and who is not a 5% Owner,
the April 1 after the calendar year in which the Participant's employment
terminates, or if the Participant becomes a 5% Owner, the April 1 following the
calendar year in which the Participant becomes a 5% Owner.
(D) 5% Owner. For purposes of this definition, a Participant
is treated as a 5% Owner if the Participant is a 5% Owner during the Plan Year
in which the Participant attains age 68 1/2 or any later Plan Year. Once
distribution begins to a 5% Owner, it shall continue even if the Participant
ceases to be a 5% Owner.
(ii) Payment. Unless paid during the calendar year in which the
Participant attains age 70 1/2 (or the calendar year before the Participant's
Required Beginning Date, if later), the Minimum Distribution for that calendar
year shall be paid not later than the Required Beginning Date. The Minimum
Distribution for each subsequent calendar year shall be paid by the last day of
the calendar year for which it is required.
(d) Delay. The Administrator may direct that a distribution, other than
a Minimum Distribution or a distribution required after a Participant's death,
shall be valued as of, and distributed after, the next Valuation Date. This
action shall be taken only if the distribution, valued as of a Valuation Date
preceding the distributive event or election of distribution, would permit the
recipient to avoid negative investment experience with significant detrimental
effect on the accounts of other Participants. The Administrator shall have full
discretion in determining whether the conditions described in the preceding
sentence exist.
7.6 Death of Participant.
(a) Death Before Required Beginning Date. If the Participant dies
before the Required Beginning Date, distribution shall be made to the
Participant's Beneficiary, as soon as administratively feasible following the
end of the Plan Year in which the Participant dies or, if later, after election,
of distribution. At the election of the Beneficiary, the Participant's Vested
Account Balance shall be distributed as soon as administratively feasible
following the Participant's death.
(i) Spouse. If the Spouse is the Beneficiary, the Spouse may elect
distribution at any time after the Participant's death. Distribution must begin
on or before the last day of the calendar year in which the Participant would
have attained age 70 1/2 or, if later, the last day of the calendar year
following the calendar year in which the Participant died. If the
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Spouse dies before distribution must begin, distribution shall be made under
(ii) or (iii) as though the Spouse were the Participant. If the Spouse dies
after payment must begin, distribution shall be made under (b) as though the
Spouse were the Participant.
(ii) Other Beneficiary. If benefits are to be paid to a Beneficiary
other than the Spouse and payment is elected and begins before the end of the
calendar year following the year in which the Participant died, the Beneficiary
may elect the installment method of distribution over a period not exceeding the
Beneficiary's life expectancy. If the Beneficiary elects to receive benefit
payments over a period in excess of five years and dies before complete
distribution, the remainder shall be distributed to the successor Beneficiary at
least as rapidly as under the method of distribution in effect at the
Beneficiary's death,
(iii) Default Rule. Unless paid under (i) or (ii) above,
distribution shall be completed no later than the last day of the calendar year
that includes the fifth anniversary of the Participant's death. If the
Beneficiary dies before complete distribution, the remainder shall be paid to
the successor Beneficiary no later than the last day of the calendar year that
includes the fifth anniversary of the Participant's death.
(iv) Installment Method. If the installment method is elected by
the Spouse or other Beneficiary, the applicable life expectancy, as of the
calendar year in which distribution begins, or other installment period and the
amount of each installment, shall be determined under Sections 7.3 and 7.4.
(b) Death After Required Beginning Date. If the Participant dies after
the Required Beginning Date, any unpaid amount must be distributed at least as
rapidly as under the method of distribution in effect at the Participant's
death.
(c) Beneficiary is Minor Child. Any amount paid to the Participant's
minor child will be treated as paid to the Spouse if the remainder becomes
payable to the Spouse after the child reaches the age of majority.
7.7 Election of Method and Time of Distribution.
(a) Permitted Elections. To the extent permitted under this article,
the Participant or other recipient may elect the method and time of
distribution.
(b) Required Consent. If the distributive event is termination of
employment for any reason other than death, prior to the Participant's Normal
Retirement Date or if later, the date the Participant attains age 62,
distribution shall not be made without the Participant's consent. The consent
shall be given by an election of distribution. An election of distribution shall
be made within the 90-day period ending on the Benefit Starting Date.
(i) Notice. When consent is required, the Participant shall be
notified of the right to elect or defer distribution. The written notice shall
provide an explanation of the material features and relative values of the
available methods of distribution. The notice shall be provided at least 30 days
and not more than 90 days before the Benefit Starting Date.
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(ii) Benefit Starting Date. "Benefit Starting Date" means the first
day of the first period for which an amount is distributable in any form.
Generally, the Benefit Starting Date is the date on which distribution is due
when all conditions and requirements for distribution have been met.
(iii) Exception/$3,500 or Less. The Participant's consent is not
required with respect to a distribution when the Participants Vested Account
Balance, including any earlier distribution, is $3,500 or less.
(iv) Waiver of Notice Period. A distribution may commence less than
30 days after the notice required under (i) above is given, provided:
(A) Right to 30-day Period. The Administrator clearly informs
the Participant that the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option); and
(B) Election. The Participant, after receiving the notice,
affirmatively elects a distribution.
(c) Election Requirements.
(i) Time. The election shall be made not later than the date
distribution begins or, if earlier, the date when distribution must begin. An
election may be revoked or changed before distribution begins.
(ii) Form. An election shall be made in a form acceptable to the
Administrator.
(iii) Waiver of QJSA. If the Participant elects distribution in the
form of an annuity, and the Participant elects a form of annuity other than a
QJSA, the following rules apply.
(A) Notice. At least 30 days, but not more than 90 days,
before the Benefit Starting Date, and after the Participant elects the
annuity form of distribution, the Administrator shall provide each Participant,
in writing, a reasonable explanation of (1) the terms and conditions of the
QJSA; (2) the Participants right to waive, and the effect of the waiver of, the
QJSA; (3) the rights of the Spouse; and (4) the right to revoke, and the effect
of a revocation of, a previous waiver of the QJSA.
(B) Waiver. During the 90-day period before the Benefit
Starting Date, a Participant may waive the QJSA, or the life annuity if the
Participant is not married, and may revoke a prior waiver. The Participant may
waive or revoke a prior waiver of the QJSA with respect to the entire Vested
Account Balance or only with respect to any specific account balance. A waiver
of a QJSA shall not be effective unless the Spouse consents to the waiver.
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The Participant may revoke the waiver without the Spouse's consent. The waiver
may be in the form of a written election under (c) above of a form of annuity
other than the QJSA containing the Spouse's consent.
(iv) Waiver of QPSA. A Spouse may waive the QPSA by electing
another form of annuity or another method of distribution pursuant to the other
provisions of this section.
(v) Spousal Consent. A consent by a Spouse shall not be effective
unless the consent is in writing, signed by the Spouse and witnessed by an
individual designated for this purpose by the Administrator or by a notary
public. The consent must acknowledge the effect of the waiver of the QJSA. If it
is established to the satisfaction of the Administrator that the Spouse cannot
be located or if other circumstances set forth in Regulations issued under Code
Section 417 exist, the Spouse's consent is not required. The consent is
effective only with respect to the consenting Spouse and not with respect to a
subsequent Spouse. Consent by the Spouse will be irrevocable with respect to the
Participant's election, waiver, or designation of a Beneficiary to which the
consent relates.
(A) Specific Beneficiary or Method of Distribution. The
consent may be limited to a distribution to a specific alternate Beneficiary,
including any class of Beneficiaries or any contingent Beneficiaries, and a
specified method of distribution. Any waiver after the revocation of a prior
waiver or change of Beneficiary will require a new spousal consent.
(B) General Consent. The consent may permit the Participant to
designate a Beneficiary, or elect an alternate method of distribution, or to
change either or both without a further consent by the Spouse. This form of
general consent is not valid unless the Spouse expressly and voluntarily permits
such designations and elections without any further spousal consent. The consent
may be limited to certain Beneficiaries or to certain methods of distribution.
(d) Failure to Elect. If a Person fails to elect (or multiple
recipients cannot agree):
(i) Method. The method of distribution shall be a lump sum.
(ii) Time. Distribution shall begin under Section 7.5(b) if the
Participant is alive or under Section 7.6(a)(iii) if the Participant died.
(e) Additional Information. The Administrator may require additional
election, application or information forms required by law or deemed necessary
or appropriate by the Administrator in connection with any distribution.
(f) No Reduction or Delay of Distribution. An election shall not cause
a reduction in the minimum amount or delay the required time of payment of any
Minimum Distribution or any distribution required after the death of a
Participant.
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(g) Election by Participant for Beneficiary. A Participant may elect
the method of distribution to the Beneficiary. The election shall become
irrevocable upon the death of the Participant.
7.8 Designation of Beneficiary.
A Participant may designate or change a Beneficiary by filing a signed
designation with the Administrator in the form approved by the Administrator.
The Participant's Will is not effective for this purpose.
(a) Beneficiary. "Beneficiary" means the Person designated by the
Participant to receive the Participant's benefits under this plan after the
Participant's death.
(b) Spousal Consent. If a married Participant designates or changes a
Beneficiary other than the Spouse without the Spouse's consent to and
acknowledgment of the effect of the designation, the designation shall be void.
A consent that permits further designations without consent is void unless the
Spouse expressly and voluntarily permits such designations without any further
spousal consent. The consent may be limited to a specific Beneficiary and a
specific method of distribution.
(i) Consent. Consent by the Spouse is irrevocable. The consent and
acknowledgment must be witnessed by an individual named by the Administrator or
by a notary public. If the Spouse cannot be located or if other circumstances
set forth in Regulations issued under Code Section 417 exist, the consent need
not be obtained.
(ii) Spouse. "Spouse" means the participant's husband or wife at
any specified time. A former Spouse shall not be a Spouse except to the extent
specified in a QDRO under Code Section 414(p).
(iii) Successor Beneficiaries. A Participant may designate one or
more successor Beneficiaries to the Spouse Without the Spouse's consent.
(iv) Change of Marital Status. A Beneficiary designation by a
Participant will not be effective upon the Participant's subsequent marriage
unless the Spouse consents to the designation and acknowledges the effect of the
designation.
(c) Failure to Designate. If a Participant fails to designate a
Beneficiary, the Beneficiary shall be the Spouse at the time of the
Participant's death and the Spouse's estate with respect to any amount remaining
undistributed at the subsequent death of the Spouse. If the Participant is not
survived by a Spouse, the Beneficiary for each date of distribution shall be the
first of the following classes with a living member on the date of distribution:
(i) Children. The Participant's children, including those by
adoption, dividing the distribution equally among the Participant's children
with the living issue of any deceased child taking their parent's share by right
of representation;
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(ii) Parents. The Participant's parents, dividing the distribution
equally if both parents are living;
(iii) Brothers and Sisters. The Participant's brothers and sisters,
dividing the distribution equally among the Participant's living brothers and
sisters.
(d) Death of Beneficiary. If distribution is being made to a
Beneficiary who dies before complete distribution, the remaining amount in the
account shall be paid to the successor Beneficiary, as designated by the
Participant. If distribution is made to more than one Beneficiary, distribution
shall continue to the survivor or survivors of them, and any remaining amount in
the account upon the death of the last survivor shall be paid to the successor
Beneficiary. Survivors shall include the issue of any deceased child who shall
take the deceased child's share by right of representation.
(e) No Beneficiary. If a deceased Participant has no surviving
Beneficiary under (c) above on the date a distribution is payable, the remaining
balance shall be paid to the Participant's estate, if then under the active
administration of a probate or similar court, or if not, to those Persons who
would then take the Participant's personal property under the Michigan intestate
laws then in force and in the proportions provided therein, as though the
Participant had died at such time.
(f) Determination. The Administrator shall apply the rules of this
section to determine the proper Persons to whom payment should be made. The
decision of the Administrator shall be final and binding on all Persons.
7.9 Facility of Payment.
A payment under this section shall fully discharge the Employer and
Trustee from all future liability with respect to that payment.
(a) Minors/Other Incapacity. If a recipient entitled to a payment is
legally, physically, or mentally incapable of receiving or acknowledging
payment, the Administrator may direct the payment to the recipient; to the
recipient's legal representative; to the spouse, child, or other relative by
blood or marriage of the recipient; to the individual with whom the recipient
resides; or by expending the payment directly for the benefit of the recipient.
A payment made to any Person other than the recipient shall be used for the
recipient's exclusive benefit.
(b) Legal Representative. The Employer shall not be required to
commence probate proceedings or to secure the appointment of a legal
representative.
(c) Determination. The Employer may act upon affidavits in making any
determinations. In relying upon the affidavits or having made a reasonable
effort to locate any Person entitled to payment, the Employer shall be
authorized to direct payment to a successor Beneficiary or another Person. A
Person omitted from payment shall have no rights on account of payments so made.
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7.10 Notice of Penalties.
The following penalties apply to distribution of, or failure to
distribute, certain amounts under this plan.
(a) Distribution Before Age 59 1/2. A Participant who receives a
distribution before attaining age 59 1/2 may be liable for an additional 10%
federal income tax an any portion of the distribution included in gross income.
(b) Excess Distributions. If a Participant or Beneficiary receives
excess distributions, as defined in Code Section 498OA(c), the Participant or
Beneficiary shall be subject to a 15% penalty tax on the excess distributions.
(c) Failure to Receive a Minimum Distribution,. For a calendar year in
which a Participant or Beneficiary fails to receive the Minimum Distribution
under Code Section 401(a)(9), the recipient shall be subject to an additional
tax equal to 50% of the difference between the Minimum Distribution and the
amount the recipient actually received.
ARTICLE 8
Administration of the Plan
8.1 Duties, Powers, and Responsibilities of the Employer.
(a) Required. The Employer shall be responsible for:
(i) Employer Contributions.
(A) Amount. Determining the amount of Employer Contributions;
(B) Payment. Paying, ceasing, or suspending Employer
Contributions (including additional contributions if necessary to correct an
error in allocation, vesting, or distribution of a Participant's interest); and
(C) Compliance. Determining that the amount and time of
Employer Contributions comply with this plan;
(ii) Agent for Service of Process. Serving as the agent for service
of process;
(iii) Trustee. Appointing the Trustee;
(iv) Amendment. Amending this plan and trust;
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(v) Plan Termination. Revoking this instrument and terminating this
plan and trust; and
(vi) Mergers; Spin-Offs. Merging this plan with another qualified
retirement plan maintained by the Employer or dividing this plan into multiple
plans.
(b) Discretionary. The Employer may exercise the following
responsibilities:
(i) Investment Manager. Appointing one or more Investment Managers,
who shall have the power to acquire, manage, or dispose of any or all trust
assets subject to:
(A) Functions. The functions of the investment Manager shall
be limited to those specified services and duties for which the Investment
Manager is engaged, and the Investment Manager shall have no other duties,
obligations, or responsibilities under this plan or trust;
(B) Qualification. "Investment Manager" means a Person that is
a registered investment adviser under the Investment Advisors Act of 1940, a
bank (as defined in the Investment Advisors Act of 1940), or an insurance
company licensed to manage, acquire, and dispose of assets of qualified
retirement plans under the laws of more than one state; and
(C) Acknowledgment. A prospective Investment Manager must
acknowledge in writing that it is a fiduciary with respect to this plan and
trust;
(ii) Custodian. Appointing one or more agents to act as custodian
of trust assets transferred to the custodian;
(iii) Alternate Administrator. Designating a Person other than the
Employer as the Administrator; and
(iv) Payment of Administrative Expenses. Paying administrative
expenses incurred in the operation, administration, management, and control of
this plan or the trust. These expenses shall be the obligation of the trust
unless paid by the Employer.
8.2 Employer Action.
An action required to be taken by the Employer shall be taken by its
board of directors or by an officer authorized to act on behalf of the Employer.
8.3 Plan Administrator.
"Administrator" means Steelcase Inc. or a Person designated by
Steelcase Inc. The Administrator is a named fiduciary for operation and
management of this plan and shall have the responsibilities conferred by ERISA
upon the "Administrator' as defined in ERISA Section 3(16).
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8.4 Administrative Committee.
(a) Appointment. The Employer may, but shall not be required to,
appoint an administrative committee to perform the duties involved in the daily
operation of this plan.
(b) Agent; Powers and Duties. The administrative committee is an agent
of the Employer. The administrative committee shall have the powers and duties
delegated to it by the Administrator.
(c) Not Fiduciary. Except to the extent the administrative committee is
expressly delegated a fiduciary responsibility with respect to this plan, the
administrative committee will be responsible to the Employer for its actions and
will not be a named fiduciary for operation and management of this plan.
(d) Membership. The number of members of the administrative committee
shall be determined by the Employer. The Employer shall appoint the members of
the administrative committee and may remove or replace them at any time.
(e) Records. The administrative committee shall keep records of its
proceedings.
(f) Actions. The administrative committee shall act by a majority of
its members then in office. Action may be taken either by a vote at a meeting or
in writing without a meeting. Actions of the administrative committee may be
evidenced by written instrument executed by the chairman or the secretary of the
administrative committee.
(g) Report to Administrator. The administrative committee shall report
to the Administrator when requested with respect to the administration,
operation, and management of this plan.
(h) Compensation. Any member of the administrative committee who is an
Employee shall serve without compensation.
(i) Conflict of Interest. Any member of the administrative committee
who is a Participant shall not vote or act on a matter that relates solely to
that Participant. If that Participant is the only member of the administrative
committee, the necessary action shall be exercised by the Administrator.
8.5 Duties, Powers, and Responsibilities of the Administrator.
Except to the extent properly delegated, the Administrator shall have
the following duties, powers, and responsibilities and shall:
(a) Plan Interpretation. Interpret all provisions of this instrument
(including resolving an inconsistency or ambiguity or correcting an error or an
omission);
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(b) Participant Rights. Subject to Section 8.10, determine the rights
of Participants and Beneficiaries under the terms of this plan and communicate
that information to the Trustee;
(c) Limits; Nondiscrimination Tests; Top-Heavy Tests. Be responsible
for determining (i) that this plan complies with all limitations and
nondiscrimination tests under the Code and Regulations including maintaining
records necessary to demonstrate compliance with the ADP Limit; and (ii) whether
or not this plan is a Top-Heavy Plan or a Super Top-Heavy Plan for any Plan
Year;
(d) Allocations and Vesting. Determine which Participants are entitled
to a share of the Employer Contribution and other available amounts for a Plan
Year, the amount of each eligible Participant's Compensation for the Plan Year,
the amount of the Employer Contribution to be allocated to each eligible
Participant, the amount and disposition of an excess Annual Addition, and a
Participant's vested percentage;
(e) Errors in Participants' Accounts. Correct (to the extent possible,
by making adjustments to the accounts) an error, including (but not limited to)
errors in allocations of the Employer Contribution or investment experience, or
in determination of vesting or distribution of a Participant's interest;
(f) Claims and Elections. Establish or approve the manner of making an
election, designation, application, claim for benefits, and review of claims;
(g) Benefit Payments. Direct the Trustee as to the recipient, time
payments are to be made or to begin, and the elected form of distribution
including selecting annuities;
(h) QDRO Determination. Establish procedures to determine whether or
not a domestic relations order is a QDRO, to notify the Participant and any
alternate payee of this determination, and to administer distributions pursuant
to a QDRO;
(i) Administration Information. Obtain to the extent reasonably
possible all information necessary for the proper administration of this plan;
(j) Recordkeeping. Establish procedures for and supervise the
establishment and maintenance of all records necessary and appropriate for the
proper administration of this plan;
(k) Reporting and Disclosure. Prepare and (i) file annual and periodic
reports required under ERISA and Regulations; and (ii) distribute disclosure
documents including (but not limited to) the summary plan description, a form
permitting the recipient to reject federal income tax withholding from a
distribution, a notice informing the recipient of the requirements and effects
of lump-sum, five or 10 year averaging or of a qualifying rollover under the
Code, the summary annual report, Form 5500 series, requested and required
benefit statements, and notices to Employees of applications for determination;
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(l) Penalties; Excise Taxes. Report and pay any penalty tax or excise
taxes incurred by this plan or the Employer in connection with this plan on the
proper tax form designated by the Internal Revenue Service and within the time
limits specified for the tax form;
(m) Advisers. Employ attorneys, actuaries, accountants, clerical
employees, agents, or other Persons who are necessary for operation,
administration, and management of this plan;
(n) Expenses, Fees, and Charges. Present to the Trustee for payment (if
not paid by the Employer) or reimbursement (if advanced by the Employer) all
reasonable and necessary expenses, fees and charges, including fees for
attorneys, actuaries, accountants, clerical employees, agents, or other Persons,
incurred in connection with the administration, management, or operation of this
plan;
(o) Nondiscrimination. Apply all rules, policies, procedures, and other
acts without discrimination among Participants;
(p) Bonding. Review compliance with the bonding requirements of ERISA;
and
(q) Other Powers and Duties. Exercise all other powers and duties
necessary or appropriate under this plan, except those powers and duties
allocated to another named fiduciary.
8.6 Delegation of Administrative Duties.
The powers and duties of the Employer and the Administrator set forth
in Sections 8.1 and 8.5 may be delegated to another fiduciary.
(a) In Writing. The written delegation shall specify (i) the date of
the action and the effective date of the delegation; (ii) the responsibility
delegated; (iii) the name, office, or other reference of each fiduciary to whom
the responsibility is delegated; and (iv) if a responsibility is delegated to
more than one fiduciary, the allocation of the responsibility among the
fiduciaries.
(b) Acceptance of Responsibility. The delegation shall be communicated
to the fiduciary to whom the responsibility is assigned, and written acceptance
of the responsibility shall be made by the fiduciary. A fiduciary shall retain
the responsibility until the fiduciary resigns or rejects the responsibility in
writing, or the Administrator takes a superseding action.
(c) Conflict. If a fiduciary's powers or actions conflict with those of
the Administrator, the powers of and actions of the Administrator will control.
8.7 Interrelationship of Fiduciaries: Discretionary Authority.
A Person may serve in more than one fiduciary capacity with respect to
this plan and trust.
(a) Performance of Duties. Each fiduciary shall act in accordance with
this plan and trust. Each fiduciary shall be responsible for the proper exercise
of its responsibilities.
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(b) Reliance on Others. Except as required by ERISA Section 405(b),
each fiduciary may rely upon the action of another fiduciary and is not required
to inquire into the propriety of any action.
(c) Discretionary Authority of Fiduciaries. Each fiduciary shall have
full discretionary authority in the exercise of the powers, duties, and
responsibilities allocated or delegated to that fiduciary under this instrument.
8.8 Compensation: Indemnification.
An Employee fiduciary who is compensated on a full-time basis by the
Employer shall not receive compensation from this plan, except for reimbursement
of expenses, unless permitted under a prohibited transaction exemption issued by
the Department of Labor. The Employer shall indemnify and hold harmless each
member of the Board of Directors, each of its Employees, and each other Person
(except a fiduciary independent of the Employer), to whom responsibilities for
the operation and administration of this plan have been assigned or fiduciary
duties have been delegated from any and all claims, loss, damages, expense, and
liability arising from any action or failure to act. Indemnification shall not
be required if a Person's action or inaction is judicially determined to be due
to gross negligence or willful misconduct of the Person. The Employer may
purchase and maintain liability insurance covering itself, any Related Employer,
and any Person against part or all of any claim, loss, damage, expense, and
liability arising from the performance or failure to perform any power, duty, or
responsibility with respect to this plan and trust.
8.9 Fiduciary Standards.
Each fiduciary shall act solely in the interest of Participants and
Beneficiaries:
(a) Prudence. With the care, skill, and diligence of a prudent Person;
(b) Exclusive Purpose. For the exclusive purpose of providing benefits
and paying expenses of administration; and
(c) Prohibited Transaction. To avoid engaging in a prohibited
transaction under the Code or ERISA unless an exemption for the transaction is
available or obtained.
8.10 Claims Procedure.
The Administrator shall determine all issues arising from the
administration of this plan.
(a) Initial Determination. Upon application by a Participant or
Beneficiary, the Administrator shall make an initial determination and
communicate the determination to the Participant or Beneficiary within 90 days
after the application. If the initial determination requires a longer period,
the Administrator shall notify the Participant or Beneficiary that the 90-day
period is extended to 180 days.
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(b) Method. The decision of the Administrator shall be in writing. The
decision shall set forth (i) the decision and the specific reason for the
decision; (ii) specific reference to the plan provisions on which the decision
is based; (iii) a description of additional material, information, or acts that
may change or modify the decision; and (iv) an explanation of the procedure for
further review of the decision.
(c) Further Review. Within 60 days of receipt of the initial written
decision, the Participant or Beneficiary filing the original application, or the
applicant's authorized representative, may make a request for redetermination by
the Administrator. The applicant (or the authorized representative) may review
all pertinent documents and submit issues, comments, and arguments.
(d) Redetermination. Within 60 days of receipt of an application for
redetermination, unless special circumstances require a longer period of time
(but not longer than 120 days after receipt of the application), the
Administrator shall provide the applicant with its final decision, setting forth
specific reasons for the decision with specific reference to plan provisions on
which the decision is based.
8.11 Participant's Responsibilities.
All requests for action of any kind by a Participant or Beneficiary
under this plan shall be in writing, executed by the Participant or Beneficiary,
and shall be subject to any other plan rules applicable to any specific type of
request.
ARTICLE 9
Investment of Funds
9.1 Investment Responsibility.
Except to the extent investment responsibility is expressly granted to
an insurance company through the use of a pension investment contract as
described in Section 9.2(a)(iii) below, or to an Investment Manager or a
Participant, the Trustee shall have sole and complete authority and
responsibility for the investment, management, and control of trust assets.
9.2 Authorized Investments.
The trust may be invested and reinvested in common or preferred stocks,
bonds, mortgages, leases, notes, debentures, mutual funds, guaranteed investment
contracts and other contracts and funds of insurance companies, other
securities, and other real or personal property, including, without limitation,
the investments described in (a) below. Investment in collectibles (as that term
is defined in Code Section 408(m)) shall not be permitted if the Participant
directs the investment of the Participant's account.
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(a) Specific Investments.
(i) Interest-Bearing Deposits. The trust may be invested in
deposits, certificates, or share accounts of a bank, savings and loan
association, credit union, or similar financial institution, including a
fiduciary, if the deposits bear a reasonable rate of interest, whether or not
the deposits or certificates are insured or guaranteed by an agency of the
United States Government.
(ii) Pooled Investment Funds. The trust may be invested through
ownership of assets or shares in a common trust fund, pooled investment fund,
Mutual fund, or other commingled investment, including any pooled or common fund
or mutual fund maintained, sponsored, or provided investment management services
by, or otherwise associated with, the Trustee, custodian, or other fiduciary, or
affiliate of the Trustee or custodian, that allows participation by a trust fund
established under a qualified retirement plan. For this purpose, the terms and
provisions of the declaration of trust or other governing documents through
which the common trust fund, pooled investment fund or mutual fund is maintained
are incorporated in, and made applicable to, this plan.
(iii) Pension Investment Contract. If directed by the
Administrator, the Trustee shall invest all or a portion of the trust fund
through a pension investment contract. The terms of the contract shall be.
approved by the Administrator. Under the contract, the Trustee shall have no
authority, discretion or control with respect to the management and investment
of funds held by the insurance company pursuant to the contract. When directed
by the Administrator, the Trustee shall terminate the pension investment
contract and arrange for return of the assets held by the insurance company to
the trust fund in accordance with one of the options under the contract.
(iv) Annuity Contracts. When required by this plan or directed by
the Administrator, the Trustee shall purchase an annuity contract to fund and
provide for a Participant's benefits. Any annuity contract purchased and
distributed from the trust shall conform to all terms and limitations of this
plan. To the extent there is conflict between the annuity contract and this
plan, the plan shall prevail.
(A) Premiums. The Trustee shall charge the premiums paid and
credit the value of the contract to the Participant's account and not to the
general trust. If sufficient funds are not available in the Participant's
account to pay the current premium on the contract, the Administrator may direct
the Trustee to borrow against the contract to pay the premium.
(B) Ownership. The Trustee shall have all the incidents of
legal ownership of each annuity contract. The Trustee shall exercise all rights,
options and privileges of an owner under the annuity contract. All proceeds and
earnings on an annuity contract, including dividends or other credits, shall be
applied to premiums or be paid to the Trustee for the Participant's account. In
the event of death of a Participant for whom an annuity contract is maintained,
any death benefit under the annuity contract shall be paid to the Trustee for
the Participant's account unless the Trustee directs payment to the appropriate
Beneficiary.
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(C) Insurance Company. An insurance company issuing an annuity
contract to the Trustee shall not be a party to this plan or trust. The
insurance company shall not be required to investigate the terms of this plan or
trust or determine the authority of the Trustee.
(b) Unallocated Funds. An Employer Contribution or other amounts
held by the Trustee pending allocation may be held in cash or invested in
interest-bearing obligations maturing before the date the allocation is
required.
(c) Right of Trustee To Hold Cash. The Trustee may hold a
reasonable portion of the trust in cash pending investment or payment of
expenses and distributions.
9.3 Commingled Investment.
The trust may be commingled for investment without distinction between
principal and income.
9.4 Participant Investment Direction.
The Administrator may permit investment direction by Participants and
Beneficiaries under the following rules:
(a) Accounts. Investment direction shall be permitted with respect
to all of the Participant's accounts under this plan.
(b) Choices. Investment direction shall be limited to choices among
investments permitted under this article and designated by the Administrator
from time to time as investment choices for Participant investment direction.
(c) Commingling. When directed into the same investment, assets of
the accounts of different Participants may be commingled for investment
purposes.
(d) Direction. Investment direction shall be given and changed by
the means established by the Administrator from time to time. An investment
direction shall remain in effect until modified or revoked. The Trustee may rely
upon the investment direction and, to the extent not implemented by the
direction itself, shall implement the direction by procedures established for
that purpose.
(e) Additional Terms and Conditions. The Administrator may
formulate additional terms and conditions for investment direction as necessary
or appropriate.
(f) Limitation of Trustee's Responsibilities. The Trustee shall not
have any responsibility or liability for investments made at the direction of a
Participant or Beneficiary.
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ARTICLE 10
Administration of the Trust
10.1 Duties and Powers of the Trustee.
(a) Duties of the Trustee. The Trustee shall be a named fiduciary
having the following duties:
(i) Control, Manage, and Invest Assets. To control, manage, and
invest trust assets;
(ii) Administrator's Instructions. To carry out the instructions of
the Administrator; and
(iii) Records; Reports. To maintain records and to prepare and file
reports required by law or Regulations, other than those for which the
Administrator is responsible under the terms of this plan.
(b) Powers of the Trustee. The Trustee shall have the following powers:
(i) Control Property. To hold, manage, improve, repair, and control
all property, real or personal, forming part of the trust;
(ii) Asset Investment. To invest trust assets subject to the
limitations in this plan;
(iii) Disposition of Asset. To sell, convey, transfer, exchange,
partition, lease for any term (even extending beyond the duration of the trust),
or otherwise dispose of a trust asset from time to time, in the manner, for the
consideration, and upon the terms and conditions that the Trustee, in its
discretion, determines;
(iv) Agents, Advisers, and Counsel. To employ and to compensate
from the trust agents, advisers, and legal counsel reasonably necessary in
managing the trust and advising the Trustee as to its powers, duties, and
liabilities;
(v) Claims. To prosecute, defend, settle, arbitrate, compromise, or
abandon all claims and demands in favor of or against the trust, with or without
the assistance of legal counsel;
(vi) Vote Securities. To vote a corporation's stock or other
securities, either in person or by proxy, for any purpose;
(vii) Exercise Trust Rights. To exercise, refrain from the exercise
of, or convey a conversion privilege or subscription right applicable to a trust
asset;
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(viii) Collection. To demand, collect, and receive the principal,
dividends, interest, income, and all other moneys or other property due upon
trust assets;
(ix) Change of Structure. To consent to, oppose, or take another
action in connection with a bankruptcy, composition, arrangement,
reorganization, consolidation, merger, liquidation, readjustment of the
financial structure, or sale of assets of a corporation or other organization,
the securities of which may constitute a portion of the trust;
(x) Issue, Hold, or Register Securities. To cause securities or
other property forming part of the trust to be issued, held, or registered in
the individual name of the Trustee, in the name of its nominee or in such form
that title will pass by delivery, provided that the records of the Trustee shall
indicate the ownership of the property or security;
(xi) Borrowing. To borrow money for the benefit of the trust
without binding itself individually, and to secure the loan by pledge, mortgage,
or creation of another security interest in the property;
(xii) Distributions. To make distributions from the trust as
directed by the Administrator;
(xiii) Expenses. Unless paid by the Employer. to pay from the trust
all reasonable fees, taxes, commissions, charges, premiums and other expenses,
including expenses described in Section 8.5(n) and reasonable fees of the
Trustee and any other custodian or Investment Manager, incurred in connection
with the administration of this plan or trust;
(xiv) Insure Assets. To insure trust assets through a policy or
contract of insurance;
(xv) Incorporate. To incorporate (or participate in an
incorporation) under the laws of any state for the purpose of acquiring and
holding title to any property that is part of the trust;
(xvi) Depository. To keep on deposit with a custodian in the United
States any part of the trust; and
(xvii) Other Acts. To perform all other acts the Trustee deems
necessary, suitable, or desirable for the control and management of the trust
and discharge of its duties.
(c) Limitation on Duties and Powers of the Trustee. Unless properly
delegated and assumed by agreement of the Trustee, the Trustee shall not be
required to exercise a duty or power of the Employer, Administrator, or any
other fiduciary under this instrument.
If an Investment Manager is appointed to manage and invest some or
all of the trust assets, the Investment Manager shall have, and the Trustee
shall not have, the specified duties and powers with respect to investment of
trust assets subject to the Investment Manager's control. The Trustee shall have
no obligation or power to exercise discretionary authority or
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control with respect to investment of the assets subject to management by the
Investment Manager or to render advice regarding the investment of such assets,
unless required by ERISA Section 405. The Trustee shall not be liable for the
investment performance of the assets subject to management by the Investment
Manager. The powers and duties of the Trustee with respect to such assets shall
be limited to the following:
(i) Custody and Protection. To act as custodian of the trust assets not
transferred to the custody of the Investment Manager or another custodian, and
to protect the assets in its custody from loss by theft, fire, or other cause;
(ii) Acquisitions. To acquire additional assets for the trust in
accordance with the direction of the Investment Manager;
(iii) Dispositions. To sell or otherwise dispose of trust assets in
accordance with the direction of the Investment Manager;
(iv) Accountings. To account for and render accountings with respect to
the trust (except for assets held by another custodian);
(v) Authorized Actions. To take authorized actions for and on behalf of
the trust in accordance with the direction of the Investment Manager; and
(vi) Ministerial and Custodial Tasks. To perform other ministerial and
custodial tasks in accordance with the direction of the Investment Manager.
If trust assets are transferred to another custodian, that
custodian shall have, and the Trustee shall not have, the foregoing duties and
powers with respect to those assets.
10.2 Accounting.
The Trustee shall maintain accurate and detailed records of all
investments, receipts, disbursements, and other transactions for the trust. The
records shall be available for inspection at all reasonable times by Persons
designated by the Administrator.
(a) Report. As soon as administratively feasible after each Valuation
Date and each other date agreed to by the Administrator and the Trustee, the
Trustee shall prepare and furnish to the Administrator a statement of account
containing the information required by ERISA Section 103(b)(3).
(b) Judicial Settlement. A dispute concerning the Trustee's records or
statement of account may be settled by a suit for an accounting brought by a
Person having an interest in the trust.
The accounting and reporting responsibilities shall not apply with
respect to assets held by another custodian except to the extent assumed by the
Trustee at the direction of the Administrator.
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10.3 Appointment, Resignation, and Removal of Trustee.
The Trustee shall be at least one individual or eligible corporation
with trust powers appointed in writing by the Administrator and authorized to
act as Trustee by ERISA and the Code.
(a) Resignation. The Trustee may resign with at least 60 days' written
notice to the Administrator, effective as of the date specified in the notice.
(b) Removal. The Administrator may remove the Trustee with at least 60
days' written notice to the Trustee, effective as of the date specified in the
notice.
(c) Successor Trustee. At least 10 days before the effective date of
the resignation or removal, the Administrator shall appoint a successor Trustee
by written instrument delivered to the Trustee with the acceptance of the
successor Trustee endorsed on the instrument.
(d) Effective Date of Resignation or Removal. The resignation or
removal of the Trustee shall not be effective before the appointment is made and
accepted by the successor Trustee. The parties, by agreement, may waive the time
requirements.
(e) Procedure Upon Transfer. Upon the resignation or removal of the
Trustee, the Trustee shall pay from the trust all accrued fees and expenses of
the trust, including its own fees, and, as of the effective date of its
resignation or removal, shall deliver a statement of account to the
Administrator and the successor Trustee.
(f) Earlier Transfer. In order to facilitate the prompt transfer of
fiduciary responsibility and trust assets to the successor Trustee, the
Administrator and the Trustee may agree upon a procedure by which the Trustee
shall deliver all trust assets (less a reasonable reserve for fees and expenses)
to the successor Trustee as soon as administratively feasible after receipt of
notice of appointment of the successor Trustee and acceptance of trust by the
successor Trustee. The Administrator and the Trustee may agree to the transfer
of trust assets to the successor Trustee pending preparation and approval of the
final trust accountings.
(g) Final Transfer. As soon as administratively feasible, the Trustee
shall deliver the remaining trust assets to the successor Trustee, together with
records maintained by the Trustee.
(h) In Kind Transfer. The Trustee shall consult with the Administrator
concerning the liquidation of trust assets to be transferred for the purpose of
determining the feasibility of the transfer of certain trust assets in kind
before implementing the liquidation.
(i) Limitation on Liability of Successor. The successor Trustee shall
not be liable for the acts or omissions of any prior Trustee.
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10.4 Trustee Action.
Actions by a corporate Trustee shall be either by a resolution of its
board of directors or by a written instrument executed by one of its authorized
officers. Actions taken by any other Trustee shall be by a written instrument
executed by the Trustee.
10.5 Exculpation of Nonfiduciary.
A transfer agent, brokerage, clearing house, insurance company, or any
other Person that is not a fiduciary with respect to this plan and who has paid
money or delivered property to the Trustee shall not be responsible for its
application or for determining the propriety of the actions of the Trustee
concerning the money or other property.
10.6 Single Trust for Multiple Plans.
If the Employer or a Related Employer has or later adopts another
qualified retirement plan, then, so long as both plans remain qualified
tax-exempt plans within the meaning of Code Section 401, the trust created by
the Employer and the trust created by the Employer or a Related Employer under
the other qualified retirement plan may be combined to constitute one and the
same trust for investment purposes, but the funds of each separate plan shall at
all times be identified separately by proper accounting and shall be applied and
distributed pursuant to the terms of the plan under which they are maintained in
trust.
ARTICLE 11
Amendment, Mergers, Successor Employer
11.1 Amendment.
The Employer may amend this plan and trust. An amendment may be
retroactive or prospective, in the sole discretion of the Employer, except where
prohibited by ERISA or the Code. An amendment may be made without the consent of
any other Person, except that an amendment shall not:
(a) Exclude Participant. Exclude an Employee who previously became a
Participant;
(b) Reduce Participant's Account. Decrease the amount credited to a
Participant's account;
(c) Reduce Vested Percentage. Reduce a Participant's vested percentage,
as of the later of the date of adoption of the amendment or the effective date
of the amendment;
(d) Vesting Schedule. Modify the vesting schedule for a Participant who
was a Participant on the later of the effective date or the date of adoption of
the amendment, except to increase the Participant's vested percentage;
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(e) Elimination of Protected Benefits. Eliminate any early retirement
benefits and retirement-type subsidy under Code Section 411(d)(6)(B)(i) or any
optional forms of distribution with respect to benefits attributable to service
earned before the amendment, except as may be permitted under Code Sections
401(a)(4) and 411; and
(f) Alter Trustee's Duties. Alter the duties, responsibilities, or
liabilities of the Trustee without the consent of the Trustee.
11.2 Merger of Plans.
This plan may be merged or consolidated, or its assets and liabilities
may be transferred, in whole or in part, to another qualified retirement plan
if:
(a) Preservation of Account Balance. Each Participant's account balance
would be equal to or greater than the account balance the Participant would have
been entitled to receive if this plan had terminated immediately before the
merger, consolidation, or transfer.
(b) Authorization. The Employer and any new or successor employer
authorize the merger, consolidation, or transfer.
11.3 Successor Employer.
If an Employer is dissolved, merged, consolidated, restructured, or
reorganized, or if the assets of the Employer are transferred, this plan and
trust may be continued by the successor, and in that event, the successor will
be substituted for the Employer.
ARTICLE 12
Termination
12.1 Right to Terminate or Discontinue Contributions.
The Employer reserves the right to revoke this instrument and terminate
this plan and trust, or to cease or suspend further contributions.
12.2 Automatic Termination.
This plan shall automatically terminate, or partially terminate when
applicable, and contributions to the trust shall cease upon the Employer's legal
dissolution, or upon its adjudication as bankrupt or insolvent, or upon a
general assignment by the Employer for the benefit of creditors, or upon the
appointment of a receiver for its assets, or when required by ERISA or the Code.
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12.3 Discontinuance of Contributions.
If the Employer determines that it is no longer possible or desirable
to make Employer Contributions to the trust, it may, without terminating this
plan, take appropriate action to permanently discontinue further Employer
Contributions. Upon discontinuance of Employer Contributions, the accounts of
all affected Participants shall be nonforfeitable. This plan and trust will
remain in force, and the Administrator and the Trustee will continue to
administer this plan and trust under its provisions except for Employer
Contributions.
12.4 Effect of Termination or Partial Termination.
(a) Nonforfeitability. Upon termination or partial termination of this
plan, accounts of affected Participants shall be nonforfeitable.
(b) Distribution. The Administrator shall direct the Trustee to make
distributions to affected Participants under Article 7.
12.5 No Reversion of Assets.
The Employer shall not receive an amount from the trust upon
termination, partial termination, or discontinuance of contributions.
ARTICLE 13
General Provisions
13.1 Spendthrift Provision.
An interest in the trust shall not be subject to assignment,
conveyance, transfer, anticipation, pledge, alienation, sale, encumbrance, or
charge, whether voluntary or involuntary, by a Participant or Beneficiary except
under a QDRO or as permitted in subsection (a).
(a) Not Security. An interest shall not provide collateral or security
for a debt of a Participant or Beneficiary or be subject to garnishment,
execution, assignment, levy, or to another form of judicial or administrative
process or to the claim of a creditor of a Participant or Beneficiary, through
legal process or otherwise, except under a voluntary revocable assignment
permitted by Regulation 1.401(a)-13.
(b) Attempts Void. An attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge, or otherwise dispose of benefits payable,
before actual receipt of the benefits, or a right to receive benefits, shall be
void. The trust shall not be liable for, or subject to, the debts, contracts,
liabilities, engagements, or torts of a Person entitled to benefits. The
benefits and trust assets under this plan shall not be considered an asset of a
Participant or Beneficiary in the event of insolvency or bankruptcy.
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13.2 Effect Upon Employment Relationship.
The adoption of this plan shall not create a contract of employment
between the Employer and an Employee, confer upon an Employee a legal right to
continuation of employment, limit or qualify the right of the Employer to
discharge or retire an Employee at will, or affect the right of the Employee to
remain in service after the Normal Retirement Date.
13.3 No Interest in Employer Assets.
Nothing in this plan and trust shall be construed to give an Employee,
Participant, or Beneficiary an interest in the assets or the business affairs of
the Employer, or the right to examine the books and records of the Employer. A
Participant's rights are solely those granted by this instrument.
13.4 Construction.
The singular includes the plural, and the plural includes the singular,
unless the context clearly indicates the contrary. Capitalized terms have the
meaning specified in this plan. If a term is not defined, the term shall have
the general, accepted meaning of the term.
Any period of time described in this plan shall consist of consecutive
days, months, or years, as appropriate.
13.5 Severability.
If any provision of this plan is invalid, unenforceable, or
disqualified under the Code, ERISA, or Regulations, for any period of time, the
affected provisions shall be ineffective but the remaining provisions shall be
unaffected.
13.6 Governing Law.
This plan and trust shall be interpreted, administered, and managed in
compliance with the Code, ERISA, and Regulations. To the extent not preempted by
federal law, this plan and trust shall be interpreted, administered, and managed
in compliance with the laws of the State of Michigan.
13.7 Nondiversion.
The trust is established and shall be administered for the exclusive
benefit of Participants and their beneficiaries.
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ARTICLE 14
Top-Heavy Plan Provisions
14.1 Top-Heavy/Super Top-Heavy Determination.
If this plan is or becomes a Top-Heavy Plan or a Super Top-Heavy Plan
in a Plan Year, the provisions of this article shall supersede all conflicting
plan provisions.
(a) Top-Heavy Plan. "Top-Heavy Plan" means this plan for a Plan Year
if:
(i) Not Required or Permissive Aggregation Group. This plan is not
part of a Required Aggregation Group or a Permissive Aggregation Group, and the
Top-Heavy ratio exceeds 60%;
(ii) Required Aggregation Group. This plan is part of a Required
Aggregation Group (but not part of a Permissive Aggregation Group), and the
Top-Heavy Ratio for the Required Aggregation Group exceeds 60%; or
(iii) Permissive Aggregation Group. This plan is part of a
Permissive Aggregation Group, and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60%.
(b) Super Top-Heavy Plan. "Super Top-Heavy Plan" means this plan for a
Plan Year if the Top-Heavy Ratio for the plans or groups (set forth in (a)
above) exceeds 90%.
(c) Calculation. 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 Code Section 416 and Regulations.
(i) Disregard Certain Employees. In calculating the Top-Heavy
Ratio, the account balance or accrued benefit of a Participant who was a Key
Employee in a prior year but is no longer a Key Employee or has not performed
services for an Employer maintaining this plan at any time during the five-year
period ending on the Determination Date(s) will be disregarded.
(ii) Ownership. Ownership shall be determined under Code Section
318 as modified by Code Section 416(i)(1)(B)(iii) without regard to the
aggregation rules under Code Section 414.
(iii) Rollovers and Transfers. A distribution rolled over or an
amount transferred from this plan to another qualified retirement plan of the
Employer or a Related Employer shall not be included in the Present Value of
Accrued Benefits under this plan. A distribution rolled over or an amount
transferred from another qualified retirement plan of the Employer or a Related
Employer to this plan shall be included in the Present Value of Accrued Benefits
under this plan. If a rollover or transfer to a qualified retirement plan of an
unrelated
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employer was initiated by the former Participant, it shall be deemed a
distribution from this plan. If a rollover or transfer from a qualified
retirement plan of an unrelated employer to this plan for a Participant was
initiated by the Participant, it shall not be included in the Present Value of
Accrued Benefits under this plan.
14.2 Top-Heavy Definitions.
For purposes of this article, the following terms have the stated
meanings:
(a) Top-Heavy Ratio. "Top-Heavy Ratio" means the ratio, as of this
plan's Determination Date, calculated by dividing the aggregate Present Value of
Accrued Benefits of all Key Employees of each plan in the Required Aggregation
Group (and each other plan in the Permissive Aggregation Group, if necessary or
desirable) by the aggregate Present Value of Accrued Benefits of all
Participants under all plans in the Required (or Permissive) Aggregation Group.
(b) Present Value of Accrued Benefits.
(i) This Plan. "Present Value of Accrued Benefits" under this plan
means the account balances of all Participants and Beneficiaries determined as
of the Determination Date, including forfeitures reallocated as of such
Determination Date. The Present Value of Accrued Benefits includes the amount of
a distribution made from this plan during the Plan Year that includes the
Determination Date and any of the four preceding Plan Years.
(ii) Other Plans. The Present Value of Accrued Benefits shall be
determined with respect to, and pursuant to the provisions of, all qualified
retirement plans (including a simplified employee pension plan) in the
aggregation group.
(iii) Unpaid Contribution. A contribution not paid as of a
Determination Date for any plan in the aggregation group shall be included in
the determination of the Present Value of Accrued Benefits as required in Code
Section 416 and Regulations.
(c) Required Aggregation Group. "Required Aggregation Group" means all
qualified retirement plans, including terminated plans, of the Employer and each
Related Employer in which at least one Key Employee participates, or
participated at any time during the five-year period ending on the Determination
Date, plus all other qualified retirement plans of the Employer and each Related
Employer, that enable one or more of the plans covering at least one Key
Employee to meet the requirements of Code Sections 401(a)(4) or 410.
(d) Permissive Aggregation Group. "Permissive Aggregation Group" means
all qualified retirement plans, including terminated plans, if any, of the
Employer and each Related Employer that are part of a Required Aggregation Group
that includes this plan, plus any other qualified retirement plan (designated by
the Employer) of the Employer and each Related Employer that is not part of the
Required Aggregation Group but that, when considered part of the Permissive
Aggregation Group, does not prevent the group from meeting the requirements of
Code Sections 401(a)(4) and 410.
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(e) Determination Date. "Determination Date" means the last day of the
preceding Plan Year.
(i) Present Value of Accrued Benefits. The Present Value of Accrued
Benefits are determined as of the most recent Top-Heavy Valuation Date within
the 12-month period ending on the Determination Date.
(ii) Multiple Plans. When aggregating plans, the Present Value of
Accrued Benefits will be calculated with reference to the Determination Dates
that fall within the same calendar year.
(f) Key Employee. "Key Employee" means an Employee or former Employee
(including any deceased Employee or the Beneficiary of any deceased Employee)
who, under Code Section 416(i), is or was, during the current Plan Year or any
of the four Plan Years immediately preceding the current Plan Year, one of the
following:
(i) Officer. An officer (determined under Section 2.5) of an
Employer or Related Employer if the officer's HCE Compensation exceeds 50% of
the defined benefit dollar limit under Code Section 415(b)(1)(a) (as adjusted
under Code Section 415(d)) for the Plan Year;
(ii) Top 10 Owners. One of the 10 Employees owning the largest
interests, exceeding 1/2%, in an Employer or Related Employer if the Employee's
HCE Compensation exceeds $30,000 (or the Defined Contribution Dollar Limit, if
greater);
(iii) 50% Owner. A 5% Owner; or
(iv) 1% Owner; $150,000 Compensation. A 1% owner, determined under
the definition of 5% Owner but replacing "5%" with "1%," whose HCE Compensation
exceeds $150,000.
Ownership under (ii) above, as well as under (iii) and (iv) pursuant to
the definition of 5% Owner, shall be determined separately for each Employer and
Related Employer. Compensation for (i), (ii), and (iv) above for a Plan Year
includes HCE Compensation from the Employer and all Related Employers.
(g) Top-Heavy Valuation Date. "Top-Heavy Valuation Date, means, for a
defined contribution plan (including a simplified employee pension plan), the
date for revaluation of the assets to market value coinciding with, or occurring
most recently within the 12-month period ending on, the Determination Date. For
a defined benefit plan, the term means the most recent date used for computing
the plan costs for minimum funding purposes (whether or not an actuarial
valuation is performed. during that Plan Year) occurring within the 12-month
period ending on the Determination Date.
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14.3 Minimum Allocation.
For each Plan Year in which this plan is or becomes a Top-Heavy Plan,
the minimum allocation or benefit shall be provided in Steelcase Inc. Employees'
Money Purchase Plan. If a Participant is not a participant in Steelcase Inc.
Employees' Money Purchase Plan, the Employer Contributions (other than Elective
Contributions) and forfeitures allocated to the account of each such Participant
who is not a Key Employee and who is employed on the last day of the Plan Year
shall be not less than the lesser of 4% of the Participant's HCE Compensation,
or the largest percentage of HCE Compensation allocated to any Key Employee from
all Employer Contributions (including Elective Contributions). A Participant who
is not a Key Employee and whose employment terminates during the Plan Year on or
after the Participant's Normal Retirement Date or due to death or Total
Disability shall be eligible for this minimum allocation. If necessary, the
Employer shall make an additional contribution to provide this minimum
allocation.
14.4 Plan Modifications.
If the Administrator determines the plan to be a Super Top-Heavy Plan
for a Plan Year or the words "125% of" are deleted from each place they appear
in the Defined Contribution Plan Fraction and the Defined Benefit Plan Fraction,
the minimum allocation percentage under Section 14.3 shall be decreased from 4%
of HCE Compensation to 3%.
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The Employer has executed this instrument this 28th day of February,
1995.
STEELCASE INC.
By: /s/ A. Rougier-Chapman
--------------------------------
Its: CFO
----------------------
Employer
---------
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Old Kent Bank ('Trustee") accepts the duties, powers and
responsibilities of the Trustee as described in Articles 9 and 10 of the
Steelcase Inc. 401(k) Retirement Plan.
Dated: 3/1, 1995 OLD KENT BANK
-------------
By: /s/ John D. Linabury
----------------------------
Its: Vice President
-----------------------
Trustee
-------
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Exhibit 4.2
1996-1 AMENDMENT
TO
STEELCASE INC.
401(K) RETIREMENT PLAN
This is an amendment by Steelcase Inc. ("Employer").
W I T N E S S E T H:
WHEREAS, Steelcase Inc. amended and restated the Steelcase Inc. 401(k)
Retirement Plan ("plan") on February 28, 1995, effective March 1, 1998; and
WHEREAS, the plan must be amended to incorporate changes required by the
Internal Revenue Service;
NOW, THEREFORE, the Employer amends the second paragraph of Section 3.2 of
the plan by replacing the last two sentences with the following:
Effective May 1, 1994, Covered Employment excludes employment as a Protection
Services Security Services Officer, summer employee, or cooperative intern
employee.
IN WITNESS WHEREOF, this amendment is executed this 29th day of February,
1996.
STEELCASE INC.
By /s/ Daniel Wiljanen
---------------------------------------------
Its Vice President Corporate Human Resources
---------------------------------------------
<PAGE>
Exhibit No.4.3
1999-1 AMENDMENT
TO
STEELCASE INC.
401(k) RETIREMENT PLAN
This is an amendment by Steelcase Inc. ("Employer").
W I T N E S S E T H
WHEREAS, Steelcase Inc. amended and restated the Steelcase Inc. 401(k)
Retirement Plan on February 28, 1995, effective March 1, 1989, and amended the
Plan from time to time thereafter (the "Plan"); and
WHEREAS, pursuant to Section 11.1 of the Plan, the Company has reserved the
right to amend the Plan at any time; and
WHEREAS, the Company desires to amend the Plan to provide for an investment
fund option for participants consisting of Company Class A Common Stock and
cash.
NOW THEREFORE, be it resolved, the Plan is hereby amended, effective as of
July 30, 1999, in the following respects:
1. The following sentence is hereby added at the end of Section 7.2:
"The value of Steelcase Inc. Class A Common Stock shall be the closing
price of a share of such stock as reported by the New York Stock Exchange
on the date of reference (or the immediately preceding trading day if the
date of reference was not a trading day on said Exchange)."
2. A new Section 7.3(B) is hereby added to the Plan reading as follows:
"(B) Payment Medium. Benefits payable pursuant to the Plan shall be
paid in cash, except that distributions from an investment fund established
pursuant to Section 9.4(b) (Choices) invested solely in Steelcase Inc.
Class A Common Stock and cash may be made either in cash or shares of such
stock, as elected by the Participant. If the Participant elects payment in
shares of Steelcase Inc. Class A Common Stock, such distribution shall be
only in the form of full shares of stock, with the value of any fractional
shares paid in cash."
<PAGE>
3. A new Section 9.5 is hereby added to the Plan reading as follows:
"9.5 Investment in Employer Securities.
Notwithstanding any provisions of the Plan or the Trust Agreement to
the contrary, the Trustee shall be authorized to invest any appropriate
amount of the fair market value of the assets of the trust fund, determined
as of the date such investment is made, in qualifying employer securities
(as defined in Section 407(d)(5) of ERISA)."
4. A new Section 13.8 is hereby added to the Plan reading as follows:
"13.8 Voting
Except to the extent required otherwise by ERISA's rules governing
fiduciaries, Steelcase Inc. Class A Common Stock allocated to the account
of a Participant or former Participant, including fractional shares, shall
be voted only pursuant to the written direction of such Participant or
former Participant. If no directions have been received from a
Participant, the Trustee shall vote any shares allocated to the account of
that Participant in the same proportion as the total shares for which
instructions were received. The Committee shall implement such procedures
as are necessary to enable Participants and former Participants to exercise
their rights in this regard. For purposes of this Section 13.8, Steelcase
Inc. Class A Common Stock held in an investment fund shall be treated as
allocated to Participants' accounts."
IN WITNESS WHEREOF, this amendment is executed this 29th day of July, 1999.
STEELCASE INC.
By /s/ Alwyn Rougier-Chapman
-----------------------------------
Its Chief Financial Officer
----------------------------------
2
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Exhibit 23.1
Consent of Independent Certified Public Accountants
Steelcase Inc.
Grand Rapids, Michigan
We hereby consent to the incorporation by reference of our report dated March
19, 1999, except for Note 20, which was as of April 22, 1999, relating to the
consolidated financial statements and schedule of Steelcase Inc. (the "Company")
appearing in the Company's Annual Report on Form 10-K for the year ended
February 26, 1999.
/s/ BDO Seidman, LLP
BDO Seidman, LLP
Grand Rapids, Michigan
August 2, 1999
<PAGE>
Exhibit 23.2
Neuilly-sur-Seine, France
August 2, 1999
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the use of our report
dated April 22, 1999 relating to the consolidated financial statements of
Steelcase Strafor S.A. to be included in or made a part of the Registration
Statement for Steelcase Inc.'s Steelcase Inc. 401(K) Retirement Plan on Form S-8
and to incorporation by reference in previously filed Registration Statements
for Steelcase Inc.'s Steelcase Inc. Incentive Compensation Plan (Registration
No. 33-46 711) and Steelcase Inc. Employee Stock Purchase Plan
(Registration No. 333-46-713).
BARBIER FRINAULT & ASSOCIES
Arthur Andersen
/s/ PHILIPPE GUENNE
Philippe Guenne
