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As Of Filer Filing For·On·As Docs:Size 2/25/15 Bank of America Corp/DE 10-K 12/31/14 211:122M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 6.90M 2: EX-10.C Material Contract HTML 229K 4: EX-21 Subsidiaries List HTML 82K 5: EX-23.A Consent of Experts or Counsel HTML 60K 6: EX-23.B Consent of Experts or Counsel HTML 60K 7: EX-24 Power of Attorney HTML 76K 3: EX-12 Statement re: Computation of Ratios HTML 91K 8: EX-31.A Certification -- §302 - SOA'02 HTML 63K 9: EX-31.B Certification -- §302 - SOA'02 HTML 62K 10: EX-32.A Certification -- §906 - SOA'02 HTML 58K 11: EX-32.B Certification -- §906 - SOA'02 HTML 58K 140: R1 Document and Entity Information HTML 85K 103: R2 Consolidated Statement of Income HTML 222K 130: R3 Consolidated Statement of Comprehensive Income HTML 89K 149: R4 Consolidated Balance Sheet HTML 227K 190: R5 Consolidated Balance Sheet (Parenthetical) HTML 139K 108: R6 Consolidated Statement of Changes in Shareholders' HTML 158K Equity 129: R7 Consolidated Statement of Cash Flows HTML 243K 93: R8 Summary of Significant Accounting Principles HTML 166K 76: R9 Derivatives HTML 910K 193: R10 Securities HTML 643K 151: R11 Outstanding Loans and Leases HTML 1.56M 150: R12 Allowance for Credit Losses HTML 291K 162: R13 Securitizations and Other Variable Interest HTML 661K Entities 163: R14 Representations and Warranties Obligations and HTML 227K Corporate Guarantees 156: R15 Goodwill and Intangible Assets HTML 173K 166: R16 Deposits HTML 98K 131: R17 Federal Funds Sold or Purchased, Securities HTML 203K Financing Agreements and Short-term Borrowings 142: R18 Long-term Debt HTML 355K 154: R19 Commitments and Contingencies HTML 258K 210: R20 Shareholders' Equity HTML 236K 180: R21 Accumulated Other Comprehensive Income (Loss) HTML 341K 120: R22 Earnings Per Common Share HTML 113K 153: R23 Regulatory Requirements and Restrictions HTML 170K 125: R24 Employee Benefit Plans HTML 857K 58: R25 Stock-based Compensation Plans HTML 107K 182: R26 Income Taxes HTML 264K 200: R27 Fair Value Measurements HTML 1.36M 87: R28 Fair Value Option HTML 241K 86: R29 Fair Value of Financial Instruments HTML 109K 91: R30 Mortgage Servicing Rights HTML 137K 92: R31 Business Segment Information HTML 313K 96: R32 Parent Company Information HTML 207K 37: R33 Performance by Geographic Area HTML 126K 176: R34 Summary of Significant Accounting Principles HTML 254K (Policies) 116: R35 Derivatives (Tables) HTML 988K 121: R36 Securities (Tables) HTML 651K 67: R37 Outstanding Loans and Leases (Tables) HTML 1.55M 209: R38 Allowance for Credit Losses (Tables) HTML 287K 18: R39 Securitizations and Other Variable Interest HTML 624K Entities (Tables) 100: R40 Representations and Warranties Obligations and HTML 149K Corporate Guarantees (Tables) 188: R41 Goodwill and Intangible Assets (Tables) HTML 172K 63: R42 Deposits (Tables) HTML 96K 85: R43 Federal Funds Sold or Purchased, Securities HTML 263K Financing Agreements and Short-term Borrowings (Tables) 90: R44 Long-term Debt (Tables) HTML 351K 104: R45 Commitments and Contingencies (Tables) HTML 133K 36: R46 Shareholders' Equity (Tables) HTML 210K 74: R47 Accumulated Other Comprehensive Income (Loss) HTML 342K (Tables) 23: R48 Earnings Per Common Share (Tables) HTML 103K 186: R49 Regulatory Requirements and Restrictions (Tables) HTML 149K 61: R50 Employee Benefit Plans (Tables) HTML 878K 179: R51 Stock-based Compensation Plans (Tables) HTML 90K 68: R52 Income Taxes (Tables) HTML 293K 101: R53 Fair Value Measurements (Tables) HTML 1.87M 21: R54 Fair Value Option (Tables) HTML 228K 30: R55 Fair Value of Financial Instruments (Tables) HTML 101K 89: R56 Mortgage Servicing Rights (Tables) HTML 140K 45: R57 Business Segment Information (Tables) HTML 400K 196: R58 Parent Company Information (Tables) HTML 245K 114: R59 Performance by Geographic Area Performance by HTML 126K Geographic Area (Tables) 158: R60 Summary of Significant Accounting Principles - HTML 61K Collateral (Details) 73: R61 Summary of Significant Principles - Derivatives HTML 61K (Details) 80: R62 Summary of Significant Accounting Principles - HTML 89K Loans and Leases (Details) 172: R63 Summary of Significant Accounting Principles - HTML 61K Property Plant and Equipment (Details) 167: R64 Summary of Significant Accounting Principles - HTML 59K Revenue Recognition (Details) 119: R65 Summary of Significant Accounting Principles - HTML 59K Credit Card and Deposit Arrangements (Details) 170: R66 Derivatives - Derivative Balances (Details) HTML 336K 69: R67 Derivatives - Offsetting Assets (Details) HTML 124K 126: R68 Derivatives - Offsetting Liabilities (Details) HTML 125K 199: R69 Derivatives - Derivatives Designated as Accounting HTML 98K Hedges - Fair Value Hedges (Details) 28: R70 Derivatives - Derivatives Designated as Accounting HTML 95K Hedges - Cash Flow and Net Investment Hedges (Details) 57: R71 Derivatives - Economic Hedges (Details) HTML 81K 102: R72 Derivatives - Sales and Trading Revenue (Details) HTML 134K 43: R73 Derivatives - Credit Derivatives (Details) HTML 247K 207: R74 Derivatives - Credit-related Contingent Features HTML 76K and Collateral (Details) 65: R75 Derivatives - Derivative Valuation Adjustments HTML 83K (Details) 48: R76 Derivatives - Narrative (Details) HTML 99K 56: R77 Securities - Amortized Cost, Gains and Losses, and HTML 262K Fair Value Available-for-sale (Details) 32: R78 Securities - Other Debt Securities Carried at Fair HTML 87K Value (Details) 39: R79 Securities - Realized Gains and Losses (Details) HTML 74K 145: R80 Securities - U.S. GSE, Agency, and Treasury HTML 80K Securities (Details) 53: R81 Securities - Gross Unrealized Losses (Details) HTML 206K 197: R82 Securities - Asset Impairment Losses Recongized in HTML 68K Earnings (Details) 98: R83 Securities - Rollforward of Credit Losses HTML 71K Recognized (Details) 155: R84 Securities - OTTI Significant Assumptions HTML 81K (Details) 169: R85 Securities - Expected Maturity (Details) HTML 280K 50: R86 Securities - Certain Corporate and Strategic HTML 70K Investments (Details) 55: R87 Outstanding Loans and Leases - Past Due (Details) HTML 419K 192: R88 Outstanding Loans and Leases - Nonperforming HTML 242K (Details) 44: R89 Outstanding Loans and Leases - Home Loans - Credit HTML 233K Quality Indicators (Details) 147: R90 Outstanding Loans and Leases - Credit Card and HTML 158K Other Consumer - Credit Quality Indicators (Details) 134: R91 Outstanding Loans and Leases - Commercial - Credit HTML 138K Quality Indicators (Details) 174: R92 Outstanding Loans and Leases - Home Loans - HTML 166K Impaired Loans (Details) 133: R93 Outstanding Loans and Leases - Home Loans - TDRs HTML 124K Entered into During the Period (Details) 109: R94 Outstanding Loans and Leases - Home Loans - HTML 202K Modification Programs (Details) 185: R95 Outstanding Loans and Leases - Home Loans - TDRs HTML 114K Entering Payment Default That Were Modified During the Preceding 12 Months (Details) 105: R96 Outstanding Loans and Leases - 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Allowance and HTML 163K Carrying Value by Portfolio Segment (Details) 189: R107 Securitizations and Other Variable Interest HTML 97K Entities - First Lien Mortgage Securitizations (Details) 127: R108 Securitizations and Other Variable Interest HTML 327K Entities - First Lien Mortgages VIE (Details) 46: R109 Securitizations and Other Variable Interest HTML 161K Entities - Home Equity Loans (Details) 161: R110 Securitizations and Other Variable Interest HTML 133K Entities - Credit Card (Details) 71: R111 Securitizations and Other Variable Interest HTML 246K Entities - Other Asset Backed (Details) 20: R112 Securitizations and Other Variable Interest HTML 220K Entities - Other (Details) 107: R113 Representations and Warranties Obligations and HTML 177K Corporate Guarantees - Settlement Actions (Details) 99: R114 Representations and Warranties Obligations and HTML 152K Corporate Guarantees - Outstanding Claims (Details) 181: R115 Representations and Warranties Obligations and HTML 76K Corporate Guarantees - Liabilities (Details) 78: R116 Representations and Warranties Obligations and HTML 95K Corporate Guarantees (Details) 202: R117 Representations and Warranties Obligations and HTML 84K Corporate Guarantees - Loan Repurchases (Details) 40: R118 Goodwill and Intangible Assets - Goodwill HTML 74K (Details) 139: R119 Goodwill and Intangible Assets - Intangible Assets HTML 90K (Details) 168: R120 Goodwill and Intangible Assets - Amortization HTML 74K Expense (Details) 26: R121 Goodwill and Intangible Assets - Estimated Future HTML 92K Amortization Expense (Details) 135: R122 Deposits (Details) HTML 76K 123: R123 Deposits Deposits - Contractual Maturities HTML 104K (Details) 29: R124 Federal Funds Sold or Purchased, Securities HTML 144K Financing Agreements and Short-term Borrowings - Narrative (Details) 141: R125 Federal Funds Sold or Purchased, Securities HTML 113K Financing Agreements and Short-term Borrowings - Offsetting Assets and Liabilities (Details) 205: R126 Long-term Debt - Balances (Details) HTML 136K 41: R127 Long-term Debt - Interest Rates (Details) HTML 135K 81: R128 Long-term Debt - Narrative (Details) HTML 111K 175: R129 Long-Term Debt - Aggregate Annual Maturities HTML 191K (Details) 204: R130 Long-term Debt - Trust and Hybrid Securities HTML 67K (Details) 118: R131 Long-term Debt Long-term Debt - Trust and Hybrid HTML 171K Securities Outstanding (Details) 136: R132 Commitments and Contingencies - Credit Extension HTML 73K Commitments Narrative (Details) 42: R133 Commitments and Contingencies - Credit Extension HTML 124K Commitments (Details) 47: R134 Commitments and Contingencies - Additional HTML 139K Information (Details) 106: R135 Commitments and Contingencies - Litigation and HTML 204K Regulatory Matters (Details) 84: R136 Shareholders' Equity - Declared Quarterly Cash HTML 63K Dividends on Common Stock (Details) 164: R137 Shareholders' Equity - Narrative (Details) HTML 257K 111: R138 Shareholders' Equity - Preferred Stock Summary HTML 234K (Details) 77: R139 Shareholders' Equity - Preferred Stock Narrative HTML 87K (Details) 113: R140 Accumulated Other Comprehensive Income (Loss) - HTML 106K Change in Accumulated OCI (Details) 59: R141 Accumulated Other Comprehensive Income (Loss) - HTML 286K Changes in OCI Components Before- and After-tax (Details) 19: R142 Accumulated Other Comprehensive Income (Loss) - HTML 182K Reclassifications Out of AOCI (Details) 177: R143 Earnings Per Common Share - Basic and Diluted HTML 106K (Details) 152: R144 Earnings Per Common Share - Antidilutive Securites HTML 76K (Details) 51: R145 Earnings Per Common Share - Dilutive Shares HTML 83K (Details) 138: R146 Regulatory Requirements and Restrictions (Details) HTML 96K 117: R147 Regulatory Requirements and Restrictions - HTML 125K Regulatory Capital (Details) 49: R148 Regulatory Requirements and Restrictions - Basel HTML 57K III Requirements (Details) 52: R149 Regulatory Requirements and Restrictions - Other HTML 83K Regulatory Matters (Details) 157: R150 Employee Benefit Plans - Narrative (Details) HTML 172K 72: R151 Employee Benefit Plans - Funded Status (Details) HTML 253K 22: R152 Employee Benefit Plans - Amounts Recognized on the HTML 89K Balance Sheet (Details) 128: R153 Employee Benefit Plans - ABO and PBO in Excess of HTML 90K Plan Assets (Details) 159: R154 Employee Benefit Plans - Components of Periodic HTML 168K Benefit Cost (Details) 33: R155 Employee Benefit Plans - Pretax Amounts Included HTML 92K in Accumulated OCI (Details) 62: R156 Employee Benefit Plans - Pretax Amounts Recognized HTML 104K in OCI (Details) 208: R157 Employee Benefit Plans - Amount Amortized from HTML 81K Accumulated OCI (Details) 70: R158 Employee Benefit Plans - Target Allocation HTML 107K (Details) 97: R159 Employee Benefit Plans - Fair Value Measurements HTML 244K (Details) 110: R160 Employee Benefit Plans - Fair Value Measurements HTML 184K Rollforward (Details) 173: R161 Employee Benefit Plans - Projected Benefit HTML 116K Payments (Details) 95: R162 Stock-based Compensation Plans Stock-based HTML 100K Compensation Plans (Details) 195: R163 Stock-based Compensation Plans - Restricted Stock HTML 116K Units (Details) 144: R164 Stock-based Compensation Plans - Stock Options HTML 86K (Details) 203: R165 Income Taxes - Components of Income Tax Expense HTML 97K (Benefit) (Details) 31: R166 Income Taxes - Effective Income Tax Reconciliation HTML 140K (Details) 184: R167 Income Taxes - Reconciliation of the Change in HTML 80K Unrecognized Tax Benefits (Details) 75: R168 Income Taxes - Deferred Tax Assets and Deferred HTML 123K Tax Liabilities (Details) 137: R169 Income Taxes - Net Operating Loss and Tax Credit HTML 100K Carryforwards (Details) 124: R170 Income Taxes - Narrative (Details) HTML 85K 194: R171 Fair Value Measurements - Recurring Fair Value HTML 510K (Details) 82: R172 Fair Value Measurements - Reconciliation (Details) HTML 572K 60: R173 Fair Value Measurements - Gains and Losses HTML 504K (Details) 165: R174 Fair Value Measurements - Recurring Fair Value HTML 447K Inputs (Details) 64: R175 Fair Value Measurements - Nonrecurring Fair Value HTML 94K (Details) 24: R176 Fair Value Measurements - Nonrecurring Fair Value HTML 81K Inputs (Details) 38: R177 Fair Value Option - Elections (Details) HTML 130K 178: R178 Fair Value Option - Changes in FV of Assets and HTML 205K Liabilities (Details) 146: R179 Fair Value of Financial Instruments (Details) HTML 97K 183: R180 Mortgage Servicing Rights - Additional Information HTML 59K (Details) 112: R181 Mortgage Servicing Rights - Rollforward of HTML 93K Mortgage Servicing Rights (Details) 54: R182 Mortgage Servicing Rights - Significant Economic HTML 67K Assumptions (Details) 79: R183 Mortgage Servicing Rights - Sensitivity Impacts HTML 92K (Details) 143: R184 Business Segment Information - Narrative (Details) HTML 70K 206: R185 Business Segment Information (Details) HTML 213K 148: R186 Business Segment Information - Reconciliation of HTML 101K Revenue and Net Income (Details) 25: R187 Parent Company Information - Income Statement HTML 118K (Details) 35: R188 Parent Company Information - Balance Sheet HTML 130K (Details) 160: R189 Parent Company Information - Statement of Cash HTML 161K Flows (Details) 94: R190 Performance by Geographic Area (Details) HTML 119K 201: XML IDEA XML File -- Filing Summary XML 354K 27: EXCEL IDEA Workbook of Financial Reports XLSX 1.89M 83: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 21.99M 12: EX-101.INS XBRL Instance -- bac-20141231 XML 33.01M 14: EX-101.CAL XBRL Calculations -- bac-20141231_cal XML 801K 17: EX-101.DEF XBRL Definitions -- bac-20141231_def XML 3.96M 15: EX-101.LAB XBRL Labels -- bac-20141231_lab XML 6.92M 16: EX-101.PRE XBRL Presentations -- bac-20141231_pre XML 4.73M 13: EX-101.SCH XBRL Schema -- bac-20141231 XSD 822K 191: ZIP XBRL Zipped Folder -- 0000070858-15-000008-xbrl Zip 1.59M
BAC-12.31.2014 10-K Ex. 10 (c) |
ARTICLE I DEFINITIONS | 2 | |||
1.1 | 2005 Account | 2 | ||
1.2 | 2005
Deferral Account | 2 | ||
1.3 | 2005 Matching Contribution Account | 2 | ||
1.4 | 2005 Other Contribution Account | 2 | ||
1.5 | 2006
- 2014 Deferral Account | 2 | ||
1.6 | 2006 - 2014 Deferral Sub-Account | 2 | ||
1.7 | 2006 - 2015 Matching Contribution Account | 3 | ||
1.8 | Account | 3 | ||
1.9 | ACC
Account | 3 | ||
1.10 | Bank 401(k) Plan | 3 | ||
1.11 | Base Salary | 3 | ||
1.12 | Beneficiary | 3 | ||
1.13 | Class
Year Deferrals | 3 | ||
1.14 | Committee | 4 | ||
1.15 | Compensation | 4 | ||
1.16 | Corporation | 4 | ||
1.17 | Deferral
Account | 4 | ||
1.18 | Eligible Compensation | 4 | ||
1.19 | Eligible Employee | 4 | ||
1.20 | Eligible
Incentive Award | 4 | ||
1.21 | Employee | 4 | ||
1.22 | 401(k) Plan | 5 | ||
1.23 | Global
Human Resources Group | 5 | ||
1.24 | Make-up Contribution Account | 5 | ||
1.25 | Matching Contribution Account | 5 | ||
1.26 | Merrill
Lynch 401(k) SIP | 5 | ||
1.27 | Participant | 5 | ||
1.28 | Participating Employer | 5 | ||
1.29 | Payment
Election Source | 6 | ||
1.30 | Post-2014 Account | 6 | ||
1.31 | Post-2014 Class Year Deferrals | 6 | ||
1.32 | Post-2014
Deferral Account | 6 | ||
1.33 | Post-2014 Deferral Sub-Account | 6 | ||
1.34 | Post-2014 Payment Election Source | 6 | ||
1.35 | Post-2015
Matching Contribution Account | 6 | ||
1.36 | Pre-2005 Account | 6 | ||
1.37 | Pre-2005 Deferral Account | 7 | ||
1.38 | Pre-2005
Matching Contribution Account | 7 | ||
1.39 | Pre-2005 Other Contribution Account | 7 |
1.40 | Pre-2015
Account | 7 | ||
1.41 | Pre-2015 Class Year Deferrals | 7 | ||
1.42 | Pre-2015 Payment Election Source | 7 | ||
1.43 | Restoration
Plan | 7 | ||
1.44 | Rule of 60 | 8 | ||
1.45 | Sub-Account | 8 | ||
1.46 | Termination
of Employment (or to Terminate Employment) | 8 | ||
1.47 | Total ACC-Eligible Compensation | 8 | ||
1.48 | Total Match-Eligible Compensation | 8 | ||
1.49 | U.S.
Trust Pension Plan | 9 |
ARTICLE II DEFERRED COMPENSATION PROVISIONS | 10 | |||
2.1 | Eligibility | 10 | ||
2.2 | Form
and Time of Deferral Elections | 10 | ||
2.3 | Deferrals | 12 | ||
2.4 | Matching, Make-up and Annual Company Contributions | 13 | ||
2.5 | Account
Adjustments | 15 | ||
2.6 | Vesting of Accounts | 16 | ||
2.7 | Special Payment Elections | 17 | ||
2.8 | Distribution
Provisions | 17 | ||
2.9 | General Payment Provisions | 26 | ||
2.10 | Catch-Up Contributions | 26 | ||
2.11 | Other
Contributions | 27 | ||
2.12 | Special Provisions Related to Rehired Participants | 27 |
ARTICLE III PLAN ADMINISTRATION | 28 | |||
3.1 | Committee | 28 |
ARTICLE
IV AMENDMENT AND TERMINATION | 29 | |||
4.1 | Amendment and Termination | 29 |
ARTICLE V MISCELLANEOUS PROVISIONS | 30 | |||
5.1 | Nature
of Plan and Rights | 30 | ||
5.2 | Spendthrift Provision | 30 | ||
5.3 | Limitation of Rights | 30 | ||
5.4 | Adoption
by Other Participating Employers | 31 | ||
5.5 | Governing Law | 31 | ||
5.6 | Merged Plans | 31 | ||
5.7 | Status
under ERISA | 31 | ||
5.8 | Compliance with Section 409A of the Code | 32 | ||
5.9 | Severability | 32 | ||
5.10 | Headings
and Subheadings | 32 | ||
5.11 | Social Security Tax | 32 | ||
5.12 | Claims Procedure | 32 | ||
5.13 | Limited
Effect Of Restatement | 32 | ||
5.14 | Binding Effect | 33 |
1.1 | 2005
Account |
1.2 | 2005 Deferral Account |
1.3 | 2005
Matching Contribution Account |
1.4 | 2005 Other Contribution Account |
1.5 | 2006
- 2014 Deferral Account |
1.6 | 2006 - 2014 Deferral Sub-Account |
1.8 | Account |
1.9 | ACC Account |
1.10 | Bank 401(k) Plan |
1.11 | Base Salary |
1.12 | Beneficiary |
1.13 | Class Year Deferrals |
1.14 | Committee |
1.15 | Compensation |
1.16 | Corporation |
1.17 | Deferral Account |
1.18 | Eligible Compensation |
1.19 | Eligible Employee |
1.20 | Eligible
Incentive Award |
(a) | Any commissions; and |
(b) | Any incentive awards payable in cash pursuant to (i) the Bank of America Executive Incentive Compensation Plan or (ii) any other incentive compensation plan of the Corporation or any of its Subsidiaries approved for purposes of this Restoration Plan by the Committee. Eligible Incentive Awards may be payable annually, quarterly, or on such other basis as provided by the applicable plan. Eligible
Incentive Awards shall not include contest prizes, hiring, retention or employment referral bonuses, one-time bonuses (other than special pay bonuses), suggestion program awards, long-term cash awards or any severance or similar benefits. |
1.21 | Employee |
1.23 | Global Human Resources Group |
1.24 | Make-up Contribution Account |
1.25 | Matching Contribution Account |
1.26 | Merrill
Lynch 401(k) SIP |
1.27 | Participant |
1.28 | Participating Employer |
1.30 | Post-2014 Account |
1.31 | Post-2014 Class Year Deferrals |
1.32 | Post-2014 Deferral Account |
1.33 | Post-2014 Deferral Sub-Account |
1.34 | Post-2014 Payment Election Source |
1.35 | Post-2015 Matching Contribution Account |
1.36 | Pre-2005 Account |
1.37 | Pre-2005
Deferral Account |
1.38 | Pre-2005 Matching Contribution Account |
1.39 | Pre-2005 Other Contribution Account |
1.40 | Pre-2015 Account |
1.41 | Pre-2015 Class Year Deferrals |
1.42 | Pre-2015 Payment Election Source |
(a) | the Pre-2005 Account; |
(b) | the 2005 Account; |
(c) | each separate 2006 - 2014 Deferral Sub-Account; and |
(d) | the
2006 - 2015 Matching Contribution Account. |
1.43 | Restoration Plan |
1.44 | Rule of 60 |
1.45 | Sub-Account |
(a) | each separate Pre-2015 Payment Election Source; |
(b) | each separate Post-2014 Payment Election Source; |
(c) | the Post-2015 Matching Contribution Account; |
(d) | the
ACC Account; and |
(e) | the Make-up Contribution Account. |
1.46 | Termination of Employment (or to Terminate Employment) |
1.47 | Total ACC-Eligible Compensation |
1.48 | Total
Match-Eligible Compensation |
1.49 | U.S. Trust Pension Plan |
2.1 | Eligibility |
(a) | Determination of Eligible Employees: Prior to each
Plan Year, or at such other times as the Global Human Resources Group shall determine consistent with applicable law, the Global Human Resources Group shall determine which Employees shall be Eligible Employees for such Plan Year in accordance with the provisions of this Section. |
(b) | Eligible Employees: An Employee shall be an Eligible Employee with respect to a Plan Year if the Global Human Resources Group determines that the Employee either: |
(i) | has an annual rate of Base Salary as of the date
of the eligibility determination equal to or exceeding the limitation of Section 401(a)(17) of the Code for the previous Plan Year; or |
(ii) | had total compensation for the one-year period immediately prior to the date of the eligibility determination equal to or exceeding the limitation of Section 401(a)(17) of the Code for the previous Plan Year. |
(c) | Administrative
Procedures: The Global Human Resources Group, in its discretion, shall establish the administrative procedures with respect to the eligibility determinations described in Subsections (a) and (b) of this Section, including without limitation the measurement of total compensation for any period and whether such measurement is of total cash compensation only or total cash compensation plus any special equity awards paid during the one-year measurement period. Notwithstanding anything in this Section to the contrary, the Global Human Resources Group may, in its discretion, determine that an Employee or group of Employees who otherwise meet the eligibility requirements described in this Section are nonetheless ineligible to participate in the Restoration Plan. |
2.2 | Form
and Time of Deferral Elections |
(a) | General: Each Eligible Employee for a Plan Year may elect to defer under the Restoration Plan such amounts as provided by this Article in accordance with the procedures set forth in this Section. |
(b) | Timing of Deferral Elections: Any deferral elections made pursuant to this Section shall be made prior to January 1 of the Plan Year. |
(c) | Form
of Deferral Elections: All deferral elections made pursuant to this Section shall be made in writing on a form, or pursuant to such other non-written procedures, as may be prescribed from time to time by the Global Human Resources Group. |
(d) | New Deferral Elections for 2015 Plan Year: An Eligible Employee must make a new deferral election under this Section for the 2015 Plan Year in accordance with procedures established from time to time by the Global Human Resources Group. Any prior deferral election in effect for a Plan Year prior to the 2015 Plan Year shall not continue in effect automatically for the 2015
Plan Year. |
(e) | Failure to Make Deferral Election |
(i) | For Plan Year When First Eligible: If an Eligible Employee does not make a deferral election under this Section for the first Plan Year for which such Employee is an Eligible Employee, such Eligible Employee shall be deemed to have elected not to defer any amount under the Restoration Plan for that Plan Year and such election shall be irrevocable for that Plan Year. |
(ii) | For
the 2015 and Later Plan Years: Effective with respect to the 2015 Plan Year and subsequent Plan Years after the 2015 Plan Year, if an Eligible Employee does not make a deferral election under this Section for a Plan Year for which such Eligible Employee is an Eligible Employee, such Eligible Employee shall be deemed to have elected not to defer any amount under the Restoration Plan for such Plan Year and such election shall be irrevocable for such Plan Year. |
(f) | Irrevocability of Deferral Elections: All deferral elections made or deemed to be made, as applicable, pursuant to this Section shall be irrevocable for the Plan Year; provided, however,
if an Eligible Employee receives a hardship distribution from the 401(k) Plan (or any other Code Section 401(k) plan maintained by the Corporation or any Affiliated Group Member) pursuant to Treas. Reg. Section 1.401(k)-1(d)(3): (i) the Eligible Employee shall not be entitled to defer any Base Salary or Eligible Incentive Award pursuant to the Restoration Plan during the 6-month period beginning upon the Eligible Employee’s receipt of the hardship distribution (such period, the “Suspension Period”), (ii) any existing election by the Eligible Employee to defer Base Salary or an Eligible Incentive Award under the Restoration Plan shall be cancelled, in accordance with Treas. Reg. Section 1.409A-3(j)(4)(viii), to the extent necessary to prohibit such deferrals during the Suspension Period, and (iii) no subsequent election by the Eligible Employee to defer Base Salary or an Eligible Incentive Award pursuant to the Restoration Plan shall become effective prior to the
end of the Suspension Period. |
(g) | Rehired Eligible Employees: Effective beginning with respect to the 2015 Plan Year, if an Eligible Employee elects to participate in the Restoration Plan for a Plan Year, Terminates Employment during the Plan Year and is subsequently re-hired during the same Plan Year as an Employee, such Employee shall not be an Eligible |
2.3 | Deferrals |
(a) | Deferral Accounts: A Participating Employer shall establish and maintain on its books a Deferral Account for each Eligible Employee employed by such Participating Employer
who makes or is deemed to have made, as applicable, a deferral election under Section 2.2. Such Deferral Account shall be designated by the name of the Eligible Employee for whom it is established. The amount to be deferred under this Section for a payroll period shall be credited to such Deferral Account on, or as soon as administratively practicable after, the payroll date. See Section 2.10 regarding the effect of “catch-up” contribution elections under the 401(k) Plan. |
(b) | Election to Defer Base Salary: An Eligible Employee for a Plan Year may elect pursuant to Section 2.2 to defer up to 50% of the Eligible Employee’s Base Salary for the Plan Year. Any such deferral of an Eligible Employee’s Base Salary for
a payroll period shall be made first before any deferral of Base Salary is made to the 401(k) Plan for such payroll period. Any portion of an Eligible Employee’s Base Salary not deferred under the Restoration Plan shall be included in the Eligible Employee’s compensation under the 401(k) Plan in accordance with, and subject to, the terms and provisions of the 401(k) Plan (and therefore shall be included in determining the amount of the Eligible Employee’s pre-tax retirement savings contributions and/or designated Roth contributions or employer contributions under the 401(k) Plan). Amounts deferred under the Restoration Plan shall not be taken into account for purposes of determining contributions or allocations under the 401(k) Plan. |
(c) | Election
to Defer Eligible Incentive Awards: Each Eligible Employee for a Plan Year may elect pursuant to Section 2.2 to defer up to 75% of any Eligible Incentive Award otherwise payable to the Eligible Employee for services rendered during the Plan Year (regardless of whether the Eligible Incentive Award is payable during or after the applicable Plan Year). In addition, effective beginning with respect to the 2015 Plan Year, each Eligible Employee for a Plan Year may elect pursuant to Section 2.2 to specify, in such deferral election, a maximum dollar amount to be deferred under this Subsection for the Plan Year. Any such deferral of an Eligible Employee’s Eligible Incentive Award shall be made first before any deferral of such Eligible Incentive Award is made to the 401(k) Plan. Any portion of an Eligible Incentive Award not deferred under the Restoration Plan shall be included in the Eligible Employee’s compensation under the 401(k) Plan in accordance
with, and subject to, the terms and provisions of the 401(k) Plan (and therefore shall be included in |
2.4 | Matching, Make-up and Annual Company Contributions |
(a) | Matching
Contribution Account, Make-up Contribution Account and ACC Account: A Participating Employer shall establish and maintain on its books a Matching Contribution Account, a Make-up Contribution Account and/or an ACC Account for each Eligible Employee employed by such Participating Employer who is credited with a matching, make-up and/or annual company contribution under this Section. Such Matching Contribution Account, Make-up Contribution Account and/or ACC Account shall be designated by the name of the Eligible Employee for whom it is established. |
(b) | Matching Contributions for Restoration Plan Deferrals: Subject to the provisions of Subsection (e) of this Section, if a Participant defers any amount
under the Restoration Plan during a Plan Year in which the Participant is eligible to receive matching contributions under the 401(k) Plan, the Participant may be credited with a matching contribution to the Participant’s Matching Contribution Account for the Plan Year. The amount of the matching contribution, if any, is determined as Amount A less Amount B (but not less than zero), where: |
(i) | Amount A equals 5% multiplied by the Participant’s Total Match-eligible Compensation for the Plan Year; and |
(ii) | Amount
B equals the aggregate amount of matching contributions that would have been allocated to the Participant’s account under the 401(k) Plan for each payroll period ending during the Plan Year plus the amount of any additional “true-up” match that would have been allocated under the 401(k) Plan for the Plan Year if the Participant had contributed at least 5% of Compensation or Eligible Compensation, as applicable, for the Plan Year. |
(c) | Make-up Contributions for Certain Legacy U.S. Trust Participants: For a Participant
whose deferrals to the Restoration Plan reduced the amount of the Participant’s account benefit accruals under the U.S. Trust Pension Plan for a given Plan Year prior to the 2013 Plan Year, the Participant’s Participating Employer credited to the Participant’s Make-up Contribution Account an amount equal to 5% of the amount by which the Participant’s plan-eligible compensation under the U.S. Trust Pension Plan was reduced because of the Participant’s deferrals to the Restoration Plan. Notwithstanding the preceding sentence, no additional amounts shall be credited to any Participant’s Make-up Contribution Account for periods beginning on and after July 1, 2012. |
(d) | Annual Company Contributions: Subject
to the provisions of Subsection (e) of this Section and effective beginning with respect to the 2015 Plan Year, if a Participant is eligible to receive Annual Company Contributions under the 401(k) Plan, the Participant may be credited with an annual company contribution to the Participant’s ACC Account for the Plan Year. The amount of the annual company contribution, if any, is determined as Amount A less Amount B (but not less than zero), where: |
(i) | Amount A equals the Participant’s Total ACC-Eligible Compensation multiplied by the percentage rate applicable to the Participant for purposes of calculating the Participant’s Annual Company Contribution under the 401(k) Plan for the relevant Plan Year;
and |
(ii) | Amount B equals the aggregate amount of Annual Company Contributions actually allocated to the Participant’s account under the 401(k) Plan for the Plan Year. |
(e) | Payroll Taxes: The Global Human Resources Group may determine, in its sole and exclusive discretion, to deduct from the amount otherwise to be credited to the Matching Contribution Account, Make-up Contribution Account and/or ACC Account of a Participant for a Plan Year an amount necessary to pay any related payroll
taxes. |
2.5 | Account Adjustments |
(a) | Account Adjustments for Deemed Investments: The Committee shall from time to time designate one or more investment vehicle(s) in which the Accounts of Participants shall be deemed to be invested. The investment vehicle(s) may be designated by reference to the investment
options available under other plans sponsored by a Participating Employer (including the 401(k) Plan). Each Participant shall designate the investment vehicle(s) in which the Participant’s Account shall be deemed to be invested according to procedures developed by the Global Human Resources Group, except as otherwise required by the terms of the Restoration Plan. No Participating Employer shall be under an obligation to acquire or invest in any of the deemed investment vehicle(s) under this Subsection, and any acquisition of or investment in a deemed investment vehicle by a Participating Employer shall be made in the name of the Participating Employer and shall remain the sole property of the Participating Employer. The Committee shall also establish from time to time a default fund into which a Participant’s Account shall be deemed to be invested if the Participant fails to provide investment instructions pursuant to this Subsection. Such default fund shall be the
applicable investment vehicle determined pursuant to the terms of the 401(k) Plan’s default investment provisions. |
(b) | Periodic Account Adjustments: Each Account shall be adjusted from time to time at such intervals as determined by the Global Human Resources Group. The Global Human Resources Group may determine the frequency of Account adjustments by reference to the frequency of Account adjustments under another plan sponsored by a Participating Employer. The amount of the adjustment shall equal the amount that each Participant’s Account would have earned (or lost) for the period since the last adjustment had the Account actually been invested in the 401(k) Plan in the deemed investment vehicle(s) designated by the
Participant for such period pursuant to Subsection (a) of this Section. The Global Human Resources Group may establish any limitations on the frequency with which Participants may make investment designations under this Section as the Global Human Resources Group may determine necessary or appropriate from time to time, including limitations related to frequent trading or market timing activities. |
(c) | Post-2015 Matching Contribution Account and ACC Account: Notwithstanding any provision of the Restoration Plan to the contrary, amounts credited to a Participant’s Post-2015 Matching Contribution Account and/or ACC Account, if any, for a Plan Year shall be deemed to be invested in the default fund referenced in Subsection (a)
of this Section when first credited to such Sub-Accounts for each applicable Plan Year. After any such amounts are so credited, the Participant shall be able to designate different investment vehicle(s) in which such amounts shall be deemed to be invested on a prospective basis pursuant to Subsection (a) of this Section. |
(d) | Residents of Canada: Notwithstanding any provision of the Restoration Plan to the contrary and in accordance with policies and procedures established by the Global Human Resources Group from time to time, if a Participant resides in Canada, such |
2.6 | Vesting of Accounts |
2.7 | Special Payment Elections |
2.8 | Distribution Provisions |
(a) | Payment
Elections |
(i) | Class Year Deferrals |
(A) | 2006 - 2014 Deferral Account: A Participant for a Plan Year beginning with the 2006 Plan Year through the 2014 Plan Year elected from among the available forms of payment set forth in Subsection (b) of this Section the form of payment that shall apply to the applicable 2006 - 2014 Deferral Sub-Account consisting of the amounts attributable to each set of Pre-2015 Class Year Deferrals for each such applicable individual Plan Year. The class year payment election
was made coincident with the deferral elections under Sections 2.3(b) and 2.3(c) for each such Plan Year. |
(B) | Post-2014 Deferral Account: A Participant for a Plan Year beginning with the 2015 Plan Year shall elect from among the available forms of payment set forth in Subsection (c) of this Section the form of payment that shall apply to the applicable Post-2014 Deferral Sub-Account consisting of the amounts attributable to each set of Post-2014 Class Year Deferrals for each such applicable individual Plan Year. The class year payment election is made coincident with the deferral elections under Sections 2.3(b) and 2.3(c) for each such Plan Year. |
(ii) | Matching
Contributions |
(A) | 2006 - 2015 Matching Contribution Account: A Participant elected from among the available forms of payment set forth in Subsection (b) of this Section the form of payment that shall apply to the Participant’s 2006 - 2015 Matching Contribution Account. The |
(B) | Post-2015 Matching Contribution Account: Notwithstanding any provision of the Restoration Plan to the contrary, a Participant’s Post-2015 Matching Contribution Account shall be payable as a lump sum payment following Termination of Employment as set forth in Paragraph (i) of Subsection (c) of this Section. In no event shall a Participant be able to change the time or form of such
payment pursuant to Subsection (d) of this Section. |
(iii) | Make-up Contributions: Notwithstanding any provision of the Restoration Plan to the contrary, except for a withdrawal on account of an unforeseeable emergency pursuant to Subsection (i) of this Section, a Participant’s Make-up Contribution Account shall be payable as a lump sum payment following Termination of Employment as set forth in Subsection (b) of this Section unless the Participant changes the time of such payment pursuant to Subsection (d) of this Section. In no event shall a Participant be able to change the form of such payment. |
(iv) | Annual
Company Contributions: Notwithstanding any provision of the Restoration Plan to the contrary, a Participant’s ACC Account shall be payable as a lump sum payment following Termination of Employment as set forth in Paragraph (i) of Subsection (c) of this Section. In no event shall a Participant be able to change the time or form of such payment pursuant to Subsection (d) of this Section. |
(b) | Available Forms of Payment for Pre-2015 Payment Election Sources: The forms of payment described in this Subsection are available for each Pre-2015 Payment Election Source. A single form of payment must be elected for each Pre-2015 Payment Election Source (i.e., a
Pre-2015 Payment Election Source may not be “split” among more than one form of payment). |
(i) | Lump Sum Payment following Termination of Employment: The balance of the applicable Pre-2015 Payment Election Source shall be payable in a single cash payment following zero years after the Participant’s Termination of Employment. |
(ii) | Lump Sum Payment in Specified Year: The balance of the applicable Pre-2015 Payment Election Source shall be payable in a single cash payment |
(iii) | Lump Sum Payment upon Later of Termination of Employment or Specified Year: The balance of the applicable Pre-2015 Payment Election Source shall be payable in a single cash payment upon the later of (A) following zero years after the Participant’s Termination of Employment or (B) the calendar year elected by the Participant, not to exceed the calendar year in which the Participant attains age 75. |
(iv) | Annual
Installments following Termination of Employment: The balance of the applicable Pre-2015 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 10 years commencing following zero years after the Participant’s Termination of Employment. |
(v) | Annual Installments Commencing in Specified Year: The balance of the applicable Pre-2015 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 10 years commencing in the calendar year elected by the Participant, not to exceed the calendar year in which the Participant attains age 75. |
(vi) | Annual
Installments Commencing upon Later of Termination of Employment or Specified Year: The balance of the applicable Pre-2015 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 10 years commencing upon the later of (A) following zero years after the Participant’s Termination of Employment or (B) the calendar year elected by the Participant, not to exceed the calendar year in which the Participant attains age 75. |
(c) | Available Forms of Payment for Post-2014 Payment Election Sources: A Participant shall elect from among the forms of payment described in this Subsection for each Post-2014 Payment Election Source. The Participant must elect a single form of payment applicable to each Post-2014 Payment Election Source (e.g., a Post-2014 Payment Election Source may not be “split” among more than one form of payment). |
(i) | Lump
Sum Payment following Termination of Employment: The balance of the applicable Post-2014 Payment Election Source shall be payable in a single cash payment following a specified number of years, elected by the Participant from zero to 10 years, after the Participant’s Termination of Employment. |
(ii) | Lump Sum Payment in Specified Year: The balance of the applicable Post-2014 Payment Election Source shall be payable in a single cash payment in the calendar year elected by the Participant. |
(iii) | Lump
Sum Payment upon Later of Termination of Employment or Specified Year: The balance of the applicable Post-2014 Payment Election Source shall be payable in a single cash payment upon the later of (A) following a specified number of years, elected by the Participant from zero to 10 years, after the Participant’s Termination of Employment or (B) the calendar year elected by the Participant. |
(iv) | Annual Installments following Termination of Employment: The balance of the applicable Post-2014 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 15 years commencing following a specified number of years, elected by the Participant
from zero to 10 years, after the Participant’s Termination of Employment. |
(v) | Annual Installments Commencing in Specified Year: The balance of the applicable Post-2014 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 15 years commencing in the calendar year elected by the Participant. |
(vi) | Annual Installments Commencing upon Later of Termination of Employment or Specified Year: The balance of
the applicable Post-2014 Payment Election Source shall be payable in annual installment payments over a period of years elected by the Participant from two to 15 years commencing upon the later of (A) following a specified number of years, |
(d) | Subsequent Changes to Payment Elections: Subject to any restrictions on time and form of payment described in Subsection (a) of this Section regarding a Participant’s Make-Up Contribution Account, Post-2015 Matching Contribution Account or ACC Account, and subject to any restrictions described on Schedule 5.6, a Participant may change the time or form of payment specified under Subsection (a) of this Section or elected under Subsections (b) or (c) of this Section, or the time or form of payment subsequently elected under this Subsection, with respect to a Sub-Account only if (i) such election is made at least
12 months prior to January 1 of the Plan Year in which the payment of the Sub-Account would have otherwise commenced and (ii) the effect of such election is to defer commencement of such payments by at least five years. |
(e) | Overriding Payment Provisions |
(i) | Pre-2015 Account: Notwithstanding any provision of the Restoration Plan to the contrary, a Participant’s entire remaining Pre-2015 Account balance shall be payable in a single cash payment following zero years after the Participant’s Termination of
Employment if, as of the Participant’s date of Termination of Employment, either (A) the amount of the Participant’s Pre-2015 Account balance equals $50,000 or less or (B) the Participant had less than 60 months of Vesting Service; provided, however, that the provisions of Schedule 5.6 shall determine whether any portion of a Participant’s Pre-2015 Account attributable to any predecessor company account merged |
(ii) | Post-2014
Account: Notwithstanding any provision of the Restoration Plan to the contrary, (A) a Participant’s entire remaining Post-2014 Account balance shall be payable in a single cash payment following zero years after the Participant’s Termination of Employment if, as of the Participant’s date of Termination of Employment, the Participant has not satisfied the Rule of 60 and (B) each of a Participant’s Post-2014 Payment Election Sources shall be payable upon the later of (1) the specified year which is the calendar year immediately following the calendar year in which the Participant attains age 70 or (2) following zero years after the Participant’s Termination of Employment, in the form elected or deemed to have been elected by the Participant in accordance with the provisions of Subsections (a) and (c) of this Section; provided, however, that the provisions of Schedule 5.6 shall determine whether any portion of a Participant’s Post-2014 Account attributable
to any predecessor company account merged into the Restoration Plan on or after January 1, 2015 is or is not subject to the overriding payment rule described in this Paragraph. |
(f) | Timing of Lump Sum Payments |
(i) | Lump Sum Payment following Termination of Employment: A Sub-Account payable as a lump sum following zero years after a Participant’s Termination of Employment shall be paid in a single cash payment to the Participant within 90 days following
the end of the Plan Year in which the Termination of Employment occurs; provided, however, that if the Global Human Resources Group is not notified of a Participant’s Termination of Employment until after the end of the Plan Year in which such Termination of Employment occurs, then payment shall be made by the end of the Plan Year following the Plan Year of Termination of Employment. A Sub-Account payable as a lump sum following a specified number of years from one to 10 years after a Participant’s Termination of Employment shall be paid in a single cash payment to the Participant within 90 days following the end of the Plan Year in which the applicable anniversary of the Participant’s Termination of Employment date occurs (for example, if a Sub-Account is payable as a lump sum following five years after a Participant’s Termination of Employment, such Sub-Account shall be paid in a single cash payment to the Participant within 90 days following the end of the Plan Year
in which the fifth anniversary of the Participant’s Termination of Employment date occurs). Notwithstanding anything in this Paragraph to the contrary, if (A) any portion of a Participant’s Matching Contribution Account or (B) a Participant’s ACC Account is payable as a lump sum following a specified number of years from zero to 10 years after a Participant’s Termination of Employment, any matching contributions and/or annual company |
(ii) | Lump Sum Payment in Specified Year: For any Sub-Account payable as a lump sum in a specified year elected by a Participant, the Participant shall be paid during the first 90 days of the applicable Plan Year of payment elected by the Participant a single cash payment in an
amount equal to the balance of the Sub-Account as of the last business day immediately preceding the payment date. Except as otherwise provided in Section 2.5(d), the Participant shall continue to be eligible to elect from among the available deemed investment vehicles pursuant to Section 2.5 through the last business day immediately preceding the payment date. |
(g) | Timing of Annual Installments |
(i) | Annual Installments following Termination of Employment: For any Sub-Account payable as annual installments
commencing following zero years after a Participant’s Termination of Employment, the first installment shall be paid to the Participant within 90 days following the end of the Plan Year in which the Termination of Employment occurs; provided, however, that if the Global Human Resources Group is not notified of a Participant’s Termination of Employment until after the Plan Year in which the Termination of Employment occurs, then the first installment shall be paid by the end of the Plan Year following the Plan Year of Termination of Employment. For any Sub-Account payable as annual installments commencing following a specified number of years from one to 10 years after a Participant’s Termination of Employment, the first installment shall be paid to the Participant within 90 days following the end of the Plan Year in which the applicable anniversary of the Participant’s Termination of Employment date occurs (for example,
if a Sub-Account is payable as annual installments commencing following five years after a Participant’s Termination of Employment, the first installment shall be paid to the Participant within 90 days following the end of the Plan Year in which the fifth anniversary of the Participant’s Termination of Employment date occurs). Each subsequent installment shall be paid within 90 days following the end of each subsequent Plan Year during the elected payment period. The amount of each installment payment shall equal the balance of the Sub- |
(ii) | Annual Installments Commencing in Specified Year: For any Sub-Account payable as annual installments commencing in a specified year elected by a Participant, the first annual installment shall be payable during the first 90 days of the applicable Plan Year of commencement elected by the Participant. Each subsequent installment shall be paid within 90 days following the end of each subsequent Plan Year during the elected payment period. The amount of each installment payment shall equal the balance
of the Sub-Account as of last business day immediately preceding the applicable payment date divided by the number of remaining installments (including the installment then payable). Except as otherwise provided in Section 2.5(d), the Participant shall continue to be eligible to elect from among the available deemed investment vehicles pursuant to Section 2.5 through the last business day immediately preceding the final payment. |
(h) | Death of a Participant: If a Participant dies before having been paid the entire balance of the Participant’s Account (including a Participant receiving installment payments), the remaining unpaid balance of the Account shall be payable to the Participant’s Beneficiary in a single cash payment
within 90 days following the end of the Plan Year in which the Participant dies. Except as otherwise provided in Section 2.5(d), the Beneficiary shall continue to be eligible to elect from among the available deemed investment vehicles pursuant to Section 2.5 through the last business day immediately preceding the final payment of the Account. |
(i) | Withdrawals on Account of an Unforeseeable Emergency |
(i) | Pre-2015 Account: A Participant may, in the Global Human
Resources Group’s sole discretion, receive a refund of all or any part of the amounts previously credited to the Participant’s Pre-2015 Account in the case of an “unforeseeable emergency.” A Participant requesting a payment pursuant to this Section shall have the burden of proof of establishing, to the Global Human Resources Group’s satisfaction, the existence of such “unforeseeable emergency,” and the amount of the payment needed to satisfy the same. In that regard, the Participant shall provide the Global Human Resources Group with such financial data and information as the Global Human Resources Group may request. If the Global Human Resources Group determines that a payment should be made to a Participant under this Section, such payment shall be made within a reasonable time after the Global Human Resources |
(ii) | Post-2014 Account: Withdrawals on account of unforeseeable emergencies shall not be permitted from a Participant’s
Post-2014 Account under the Restoration Plan. |
(j) | Special Provisions for “Specified Employees”: Notwithstanding any provision of the Restoration Plan to the contrary, to the extent applicable, in no event shall any payment hereunder that is triggered by a Participant’s Termination of Employment be made to a “specified employee” within the meaning of Section 409A of the Code and the Bank of America 409A Policy earlier than six months after the date of the Participant’s Termination of Employment, except in connection with the Participant’s death. Not in limitation but in amplification of the preceding sentence, if a Participant who is a “specified employee” Terminates Employment during a Plan Year on or
after July 1 of that Plan Year and a payment that would have been made to such Participant during the first 90 days following the end of that Plan Year must be delayed under this Subsection, such payment shall be made instead during the first 90 days following the end of the Plan Year that began next following the Participant’s Termination of Employment. For example, if a Participant described in the immediately preceding sentence Terminates Employment during the 2015 Plan Year on or after July 1, 2015, any amount payable as a lump sum following the Participant’s Termination of Employment that normally would have been paid within the first 90 days of 2016 will be paid instead during the first 90 days of 2017. |
2.9 | General
Payment Provisions |
(a) | Payments for Participants Who Terminated Employment Prior to 2005: Payments to any Participant who Terminated Employment prior to 2005 shall be made in accordance with the provisions of the Restoration Plan as in effect prior to 2005. |
(b) | Other Payment Provisions: To be effective, any elections under Sections 2.7 or 2.8 shall be made on such form, at such time and pursuant to such procedures as determined by the Global Human Resources Group in its sole discretion
from time to time. Any deferral or payment hereunder shall be subject to applicable payroll and withholding taxes. In the event any amount becomes payable under the provisions of the Restoration Plan to a Participant, Beneficiary or other person who is a minor or an incompetent, whether or not declared incompetent by a court, such amount may be paid directly to the minor or incompetent person or to such person’s fiduciary (or attorney-in-fact in the case of an incompetent) as the Global Human Resources Group, in its sole discretion, may decide, and the Global Human Resources Group shall not be liable to any person for any such decision or any payment pursuant thereto. |
2.10 | Catch-Up Contributions |
2.11 | Other Contributions |
2.12 | Special
Provisions Related to Rehired Participants |
3.1 | Committee |
4.1 | Amendment and Termination |
5.1 | Nature of Plan and Rights |
5.2 | Spendthrift Provision |
5.3 | Limitation
of Rights |
5.4 | Adoption
by Other Participating Employers |
5.5 | Governing Law |
5.6 | Merged Plans |
(a) | Merger of Plans: From time to time the Participating Employers may cause other nonqualified plans to be merged into the Restoration Plan. Schedule 5.6 attached hereto sets forth the names of the plans that merged into the Restoration Plan by January 1, 2015 and their respective merger dates. Schedule 5.6 shall be updated from time to time to reflect mergers after January 1, 2015. |
(b) | Effect
of Merger of Plans: Upon such a merger, the account balance(s) immediately prior to the date of merger of each participant in the merged plan shall be transferred and credited as of the merger date to one or more Accounts established under the Restoration Plan for such Participant, including without limitation a predecessor company Account as determined by the Global Human Resources Group. From and after the merger date, the Participant’s rights shall be determined under the Restoration Plan, and the Participant shall be subject to all of the restrictions, limitations and other terms and provisions of the Restoration Plan. Not in limitation of the foregoing, each Restoration Plan Account established for the Participant as a result of the merger shall be periodically adjusted when and as provided in Section 2.5 hereof as in effect from time to time and shall be paid at such time and in such manner as provided in Section 2.7 and Section 2.8 hereof,
except to the extent otherwise provided on Schedule 5.6. The Global Human Resources Group shall, in its discretion, establish any procedures it deems necessary or advisable in order to administer any such plan mergers, including without limitation procedures for transitioning from the method of Account adjustments under the prior plan to the methods provided for under the Restoration Plan. The Global Human Resources Group may also establish any special distribution or other rules with respect to such balances, which such special rules shall be specified on Schedule 5.6. |
5.7 | Status under ERISA |
5.8 | Compliance with Section 409A of the Code |
5.9 | Severability |
5.10 | Headings and Subheadings |
5.11 | Social Security Tax |
5.12 | Claims Procedure |
5.13 | Limited Effect Of Restatement |
5.14 | Binding Effect |
Plan Name | Date of Merger |
C&S Policy Committee Supplemental Savings Plan | |
C&S Key Executive Supplemental Savings Plan | |
C&S/Sovran
Supplemental Retirement Plan for Former Sovran Executives (Thrift Restoration Benefits) | |
First & Merchants Corporation Deferred Management Incentive Compensation Plan | |
Sovran Deferred Compensation Plan | |
NationsBank of Texas, N.A. Profit Sharing Restoration Plan | |
Thrift Plan Reserve Account Maintained Under the NationsBank Corporation and Designated Subsidiaries Supplemental Executive Retirement Plan | |
Bank South Executive Bonus Deferral Plan | |
Boatmen’s Bancshares, Inc. Executive Deferred Compensation Plan | |
Fourth
Financial Corporation Executive Deferred Compensation Plan | |
NationsBank Corporation Key Employee Deferral Plan | |
Deferred compensation components of the NationsBank Corporation Executive Incentive Compensation Plan | |
Management Excess Savings Plan of Barnett Banks, Inc. and its Affiliates | |
BankAmerica Deferred Compensation Plan | |
BankAmerica Supplemental Retirement Plan | |
ABN AMRO Group Supplemental Savings Plan | |
Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan |
I. | Special Rules Applicable to Former Participants of and Balances Merged from the ABN AMRO Group Supplemental Savings Plan (“SSP”): |
(a) | Special Payment Elections: Each Participant with an account balance(s)
merged from the ABN AMRO Group Supplemental Savings Plan (“SSP Account Balance(s)”) who was in the active service of a Participating Employer on April 1, 2008 was given the opportunity during 2008 to make a payment election applicable to the Participant’s SSP Account Balance(s). The Participant could elect from among the payment options set forth in Section 2.8(b), and such election was immediately effective. Notwithstanding the foregoing, such payment election was not applicable to any amounts otherwise payable in 2008 and did not cause any amounts to be paid in 2008 that would not otherwise be payable in such year. In the event a Participant covered by this Schedule 5.6(I)(a) failed to make a payment election with respect to the Participant’s SSP Account Balance(s), the payment method shall be a lump sum payment following Termination of Employment as set forth in Section 2.8(b). Any subsequent change to such
payment election must comply with the requirements of Section 2.8(d). Payments pursuant to such election shall otherwise be subject to the requirements of Section 2.8, including the default lump sum payment rules of Section 2.8(d) and the special rules for certain “specified employees” pursuant to Section 2.8(j). Notwithstanding the foregoing sentence, no default lump sum payment was made pursuant to Section 2.8(e) if such payment would have caused any amounts to be paid in 2008 that would not otherwise have been payable in such year. |
(b) | Payment Rule Applicable to Terminated SSP Participants: The SSP Account Balance(s) of each Participant who was not in the active service of a Participating
Employer on April 1, 2008 shall be paid to the Participant at the time and in the form applicable to the Participant’s account balance(s) under the SSP on March 31, 2008. Each such Participant shall not have the opportunity to make any subsequent change to the payment election applicable to the Participant’s SSP Account Balance(s) under the SSP on March 31, 2008 as provided in Section 2.8(d). In all other respects, each such Participant’s rights shall be determined under the Restoration Plan, and each such Participant shall be subject to all of the restrictions, limitations and other terms and provisions of the Restoration Plan, including the special rules for certain “specified employees” pursuant to Section 2.8(j), but excluding the default lump sum payment rules of Section 2.8(e). |
(c) | Ongoing
Restoration Plan Participation: No former participant in the SSP shall be eligible to otherwise participate in the Restoration Plan unless such participant becomes eligible to participate in the Restoration Plan under Section 2.1. |
II. | Special Rules Applicable to Former Participants of and Balances Merged from the Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan (“SSIP”): |
(a) | Payment
Rule Applicable to SSIP Participants: The account balance(s) merged from the Countrywide Financial Corporation Supplemental Savings and Investment Deferred Compensation Plan (“SSIP Account Balance(s)”) on April 6, 2009 shall be paid to each applicable Participant at the time and in the form applicable to the Participant’s account balance(s) under the SSIP on April 5, 2009. Each such Participant shall not have the opportunity to make any subsequent change to the payment election applicable to the Participant’s SSIP Account Balance(s) under the SSIP on April 5, 2009 as provided in Section 2.8(d). In all other respects, each such Participant’s rights shall be determined under the Restoration Plan, and each such Participant shall be subject to all of the restrictions, limitations and other terms
and provisions of the Restoration Plan, including the special rules for certain “specified employees” pursuant to Section 2.8(j), but excluding the default lump sum payment rules of Section 2.8(e). |
(b) | Ongoing Restoration Plan Participation: No former participant in the SSIP shall be eligible to otherwise participate in the Restoration Plan unless such participant becomes eligible to participate in the Restoration Plan under Section 2.1. |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
7/1/15 | 4 | |||
Filed on: | 2/25/15 | 4, 424B2, 424B5, FWP | ||
1/1/15 | ||||
For Period end: | 12/31/14 | 11-K, 13F-HR, 5, ARS | ||
7/1/12 | ||||
4/6/09 | 11-K, CERTPAC | |||
4/5/09 | ||||
4/1/08 | 424B5 | |||
3/31/08 | 10-Q, 13F-HR, 13F-HR/A, 13FCONP, 424B5 | |||
1/1/06 | 3, 4, 8-K, 8-K/A | |||
1/1/05 | ||||
6/30/00 | 10-Q, 13F-HR, 4 | |||
12/31/98 | 10-K, 10-K/A | |||
4/1/98 | ||||
12/31/97 | 10-K | |||
7/1/96 | ||||
3/31/93 | ||||
12/31/92 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Bank of America Corp./DE 10-K 12/31/23 200:61M 5/01/23 Bank of America Corp./DE S-8 5/01/23 5:101K Donnelley … Solutions/FA 2/22/23 Bank of America Corp./DE 10-K 12/31/22 200:66M 11/10/22 Bank of America Corp./DE SC TO-I 7:1.3M Bank of America Corp./DE Donnelley … Solutions/FA 2/22/22 Bank of America Corp./DE 10-K 12/31/21 201:72M 2/24/21 Bank of America Corp./DE 10-K 12/31/20 199:66M 7/17/15 SEC UPLOAD¶ 10/03/17 1:36K Bank of America Corp./DE 5/20/15 SEC UPLOAD¶ 10/03/17 1:166K Bank of America Corp./DE |