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As Of Filer Filing For·On·As Docs:Size 11/09/18 Bristow Group Inc 10-Q 9/30/18 103:21M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 1.65M 2: EX-10.1 Material Contract HTML 195K 3: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 31K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 38K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 38K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 34K 7: EX-32.2 Certification -- §906 - SOA'02 HTML 34K 14: R1 Document and Entity Information HTML 54K 15: R2 Condensed Consolidated Statements of Operations HTML 104K 16: R3 Condensed Consolidated Statements of Comprehensive HTML 63K Loss 17: R4 Condensed Conslidated Statements of Comprehensive HTML 34K Loss (Parenthetical) 18: R5 Condensed Consolidated Balance Sheets HTML 159K 19: R6 Condensed Consolidated Balance Sheets HTML 42K (Parenthetical) 20: R7 Condensed Consolidated Statements of Cash Flows HTML 126K 21: R8 Condensed Consolidated Statements of Changes in HTML 108K Equity and Redeemable Noncontrolling Interest 22: R9 Condensed Consolidated Statements O Fchanges in HTML 33K Equity and Redeemable Interest (Parentheticals) 23: R10 Basis of Presentation, Consolidation and Summary HTML 357K of Significant Accounting Policies 24: R11 Revenue Recognition HTML 123K 25: R12 Variable Interest Entities HTML 110K 26: R13 Debt HTML 86K 27: R14 Fair Value Disclosures HTML 159K 28: R15 Derivative Financial Instruments HTML 83K 29: R16 Commitments and Contingencies HTML 138K 30: R17 Taxes HTML 42K 31: R18 Employee Benefit Plans HTML 75K 32: R19 Earnings Per Share and Accumulated Other HTML 125K Comprehensive Income 33: R20 Segment Information HTML 200K 34: R21 Supplemental Condensed Consolidating Financial HTML 989K Information 35: R22 Subsequent Events HTML 50K 36: R23 Basis of Presentation, Consolidation and Summary HTML 53K of Significant Accounting Policies (Policies) 37: R24 Revenue Recognition (Policies) HTML 45K 38: R25 Derivative Financial Instruments (Policies) HTML 38K 39: R26 Basis of Presentation, Consolidation and Summary HTML 324K of Significant Accounting Policies (Tables) 40: R27 Revenue Recognition (Tables) HTML 103K 41: R28 Variable Interest Entities (Tables) HTML 88K 42: R29 Debt (Tables) HTML 80K 43: R30 Fair Value Disclosures (Tables) HTML 156K 44: R31 Derivative Financial Instruments (Tables) HTML 81K 45: R32 Commitments and Contingencies (Tables) HTML 125K 46: R33 Employee Benefit Plans (Tables) HTML 61K 47: R34 Earnings Per Share and Accumulated Other HTML 130K Comprehensive Income (Tables) 48: R35 Segment Information (Tables) HTML 202K 49: R36 Supplemental Condensed Consolidating Financial HTML 993K Information (Tables) 50: R37 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 63K OF SIGNIFICANT ACCOUNTING POLICIES - Loss on impairment (Details) 51: R38 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 86K OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Exposure (Details) 52: R39 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 36K OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency Narrative (Details) 53: R40 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 47K OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Brazilian Real to U.S. Dollar Exchange Rate (Details) 54: R41 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 77K OF SIGNIFICANT ACCOUNTING POLICIES - Impact of Changes in Foreign Currency Exchange Rate (Details) 55: R42 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 38K OF SIGNIFICANT ACCOUNTING POLICIES - Interest Expense (Details) 56: R43 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 149K OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) 57: R44 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 47K OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Goodwill (Details) 58: R45 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 74K OF SIGNIFICANT ACCOUNTING POLICIES - Other Intangible Assets (Details) 59: R46 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 47K OF SIGNIFICANT ACCOUNTING POLICIES - Future Amortization Expense (Details) 60: R47 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 45K OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) 61: R48 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 57K OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment Disposed of and Impairments (Details) 62: R49 BASIS OF PRESENTATION, CONSOLIDATION AND SUMMARY HTML 48K OF SIGNIFICANT ACCOUNTING POLICIES Other accrued liabilities (Details) 63: R50 REVENUE RECOGNITION Revenue Recognition Narrative HTML 39K (Details) 64: R51 REVENUE RECOGNITION Contract Assets, Liabilities HTML 48K and Receivables (Details) 65: R52 REVENUE RECOGNITION Revenue recognition adoption HTML 67K impact (Details) 66: R53 REVENUE RECOGNITION Remaining Performance HTML 55K Obligations (Details) 67: R54 VARIABLE INTEREST ENTITIES - Narrative (Details) HTML 104K 68: R55 VARIABLE INTEREST ENTITIES - Balance Sheets of HTML 100K VIEs (Details) 69: R56 VARIABLE INTEREST ENTITIES - Statements of HTML 45K Operations of VIEs (Details) 70: R57 DEBT - Schedule of Debt (Details) HTML 67K 71: R58 DEBT - Narrative (Details) HTML 55K 72: R59 DEBT Schedules of convertible debt (Details) HTML 59K 73: R60 FAIR VALUE DISCLOSURES - Assets At Fair Value On A HTML 50K Recurring Basis (Details) 74: R61 FAIR VALUE DISCLOSURES - Assets at Fair Value On A HTML 79K Non-recurring Basis (Details) 75: R62 FAIR VALUE DISCLOSURES - Narrative (Details) HTML 39K 76: R63 FAIR VALUE DISCLOSURES - Fair Value of Debt HTML 64K (Details) 77: R64 DERIVATIVE FINANCIAL INSTRUMENTS Fair Value HTML 52K Derivative Instruments Table (Details) 78: R65 DERIVATIVE FINANCIAL INSTRUMENTS Derivative AOCI HTML 39K Table (Details) 79: R66 DERIVATIVE FINANCIAL INSTRUMENTS Narrative HTML 37K (Details) 80: R67 COMMITMENTS AND CONTINGENCIES - Purchase HTML 37K Commitment Narrative (Details) 81: R68 COMMITMENTS AND CONTINGENCIES - Schedule of HTML 110K Purchase Commitment and Commitment Expenditures (Details) 82: R69 COMMITMENTS AND CONTINGENCIES - Operating Leases HTML 62K (Details) 83: R70 COMMITMENTS AND CONTINGENCIES - Separation HTML 41K Programs (Details) 84: R71 COMMITMENTS AND CONTINGENCIES - Environmental HTML 45K Contingencies, Other Purchase Obligations and Other Matters (Details) 85: R72 Taxes (Details) HTML 43K 86: R73 EMPLOYEE BENEFIT PLANS - Components of Net HTML 47K Periodic Pension Cost (Details) 87: R74 EMPLOYEE BENEFIT PLANS - Pension Plans Narrative HTML 39K (Details) 88: R75 EMPLOYEE BENEFIT PLANS - Incentive Compensations HTML 74K Narrative (Details) 89: R76 EMPLOYEE BENEFIT PLANS - Assumptions Used for HTML 46K Stock Options Granted (Details) 90: R77 EARNINGS PER SHARE AND ACCUMULATED OTHER HTML 41K COMPREHENSIVE INCOME - Antidilutive Securities Excluded from EPS Calculation (Details) 91: R78 EARNINGS PER SHARE AND ACCUMULATED OTHER HTML 76K COMPREHENSIVE INCOME - Computation of Basic and Diluted EPS (Details) 92: R79 EARNINGS PER SHARE AND ACCUMULATED OTHER HTML 71K COMPREHENSIVE INCOME - Accumulated Other Comprehensive Income (Details) 93: R80 SEGMENT INFORMATION - Narrative (Details) HTML 36K 94: R81 SEGMENT INFORMATION - Revenue by Segment (Details) HTML 69K 95: R82 SEGMENT INFORMATION - Operating Performance and HTML 83K Total Assets by Segment (Details) 96: R83 SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL HTML 134K INFORMATION - Statement of Operations (Details) 97: R84 SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL HTML 84K INFORMATION - Statement of Comprehensive Income (Loss) (Details) 98: R85 SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL HTML 219K INFORMATION - Balance Sheets (Details) 99: R86 SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL HTML 112K INFORMATION - Statements of Cash Flows (Details) 100: R87 Subsequent Events (Details) HTML 77K 102: XML IDEA XML File -- Filing Summary XML 193K 101: EXCEL IDEA Workbook of Financial Reports XLSX 150K 8: EX-101.INS XBRL Instance -- brs-20180930 XML 7.46M 10: EX-101.CAL XBRL Calculations -- brs-20180930_cal XML 411K 11: EX-101.DEF XBRL Definitions -- brs-20180930_def XML 1.15M 12: EX-101.LAB XBRL Labels -- brs-20180930_lab XML 2.17M 13: EX-101.PRE XBRL Presentations -- brs-20180930_pre XML 1.52M 9: EX-101.SCH XBRL Schema -- brs-20180930 XSD 258K 103: ZIP XBRL Zipped Folder -- 0000073887-18-000062-xbrl Zip 451K
Exhibit |
Page | |||
Article
I. | INTRODUCTION | 1 | |
1.1 | Introduction | 1 | |
1.2 | Plan Administrator, Plan Year | 1 | |
1.3 | Supplements | 1 | |
Article
II. | DEFINITIONS | 2 | |
2.1 | Accounts | 2 | |
2.2 | Base Pay | 2 | |
2.3 | Base
Pay Deferral Account | 2 | |
2.4 | Board of Directors | 2 | |
2.5 | Business Day | 2 | |
2.6 | Change in Control | 2 | |
2.7 | Code | 2 | |
2.8 | Committee | 2 | |
2.9 | Company | 3 | |
2.10 | Compensation | 3 | |
2.11 | Deferral
Contribution(s) | 3 | |
2.12 | Deferral Election(s) | 3 | |
2.13 | Disability | 3 | |
2.14 | Discretionary Contribution(s) | 3 | |
2.15 | Discretionary
Contribution Account | 3 | |
2.16 | Distribution Change Election | 3 | |
2.17 | Distribution Election(s) | 3 | |
2.18 | Effective Date | 4 | |
2.19 | Eligible
Employee | 4 | |
2.20 | Employer(s) | 4 | |
2.21 | Employer Group | 4 | |
2.22 | Employer Contribution(s) | 4 | |
2.23 | Employer
Contribution Account | 4 | |
2.24 | ERISA | 4 | |
2.25 | Incentive Pay | 4 |
Page | |||
2.26 | Incentive
Pay Deferral Account | 4 | |
2.27 | Participant | 4 | |
2.28 | Plan | 5 | |
2.29 | Plan Year | 5 | |
2.30 | Unforeseeable
Emergency | 5 | |
Article III. | PARTICIPATION | 6 | |
3.1 | Eligibility to Participate | 6 | |
3.2 | Participation | 6 | |
3.3 | Cessation
of Active Participation | 6 | |
Article IV. | PARTICIPANT ACCOUNTS, PARTICIPANT ELECTIONS | 8 | |
4.1 | Establishment of Participant Accounts | 8 | |
4.2 | Deferral Contributions | 8 | |
4.3 | Deferral
Election | 8 | |
4.4 | Discretionary Contributions | 10 | |
4.5 | Employer Contributions | 11 | |
4.6 | Debiting of Distributions | 12 | |
4.7 | Adjustment
for Hypothetical Investment Experience | 12 | |
4.8 | Errors in Accounts | 12 | |
4.9 | Investment Funds | 12 | |
Article V. | VESTING OF ACCOUNTS | 14 | |
5.1 | Vestings
of Accounts | 14 | |
Article VI. | PAYMENT OF BENEFITS | 15 | |
6.1 | In-Service Distributions | 15 | |
6.2 | Payment of Benefits at Termination of Employment | 15 | |
6.3 | Form
of Distribution | 16 | |
6.4 | Change of Time and Form of Distribution | 16 | |
6.5 | Payment For Unforseeable Emergency | 17 | |
6.6 | Payment of Disability Benefits | 18 | |
6.7 | Payment
of Benefits Upon Death | 18 | |
6.8 | Change in Control | 18 |
Page | |||
6.9 | Transfer
of Benefits Upon Divorce | 18 | |
6.10 | Payment of Small Benefits | 18 | |
6.11 | Beneficiary Designation | 19 | |
6.12 | Valuation of Distributions | 19 | |
6.13 | Prohibition
on Acceleration of Payments | 19 | |
Article VII. | AMENDMENT OR TERMINATION OF PLAN | 20 | |
7.1 | Amendments Generally | 20 | |
7.2 | Right to Terminate | 20 | |
Article
VIII. | MISCELLANEOUS | 21 | |
8.1 | Unfunded Plan | 21 | |
8.2 | Nonguarantee of Employment | 21 | |
8.3 | Nonalienation
of Benefits | 21 | |
8.4 | Payment with Respect to Incapacitated Persons | 22 | |
8.5 | Litigation | 22 | |
8.6 | Headings | 22 | |
8.7 | Evidence | 22 | |
8.8 | Gender
and Number | 22 | |
8.3 | Waiver of Notice | 23 | |
8.10 | Taxes and Withholding | 23 | |
8.11 | Applicable Law | 23 | |
8.12 | Severability | 23 | |
8.13 | Successors | 23 | |
8.14 | Effect
on Other Employee Benefit Plans | 23 | |
8.15 | Inability to Locate Participant | 23 | |
8.16 | Code Section 409A | 24 | |
Article IX. | ADMINISTRATION OF THE PLAN | 25 | |
9.1 | Powers
and Duties of the Committee | 25 | |
9.2 | Powers and Duties of the Company | 25 | |
9.3 | Claims Procedure | 26 |
1.1 | Introduction |
1.2 | Plan Administrator, Plan Year |
1.3 | Supplements |
2.1 | Accounts |
2.2 | Base
Pay |
2.3 | Base Pay Deferral Account |
2.4 | Board
of Directors |
2.5 | Business Day |
2.6 | Change in Control |
2.7 | Code |
2.8 | Committee |
2.9 | Company |
2.10 | Compensation |
2.11 | Deferral Contribution(s) |
2.12 | Deferral
Election(s) |
2.13 | Disability |
2.14 | Discretionary
Contribution(s) |
2.15 | Discretionary Contribution Account |
2.16 | Distribution Change Election |
2.17 | Distribution Election(s) |
2.18 | Effective
Date |
2.19 | Eligible Employee |
2.20 | Employer(s) |
2.21 | Employer Group |
2.22 | Employer Contribution(s) |
2.23 | Employer Contribution Account |
2.24 | ERISA |
2.25 | Incentive Pay |
2.26 | Incentive Pay Deferral Account |
2.27 | Participant |
2.28 | Plan |
2.29 | Plan
Year |
2.30 | Unforeseeable Emergency |
3.1 | Eligibility
to Participate |
3.2 | Participation |
3.3 | Cessation of Active Participation. |
(a) | Cessation
of Eligible Status. A Participant shall be considered an active Participant during any period when Deferral Contributions, Employer Contributions or Discretionary Contributions are being made to the Plan on such Participant's behalf. A Participant's active participation in the Plan shall cease as of the date such Participant's employment with the Employer terminates. In addition if, as of any day during a Plan Year, a Participant ceases to satisfy the criteria which qualified such Participant as an Eligible Employee, the Committee may remove such Participant from active participation in the Plan as of the first day of the next following Plan Year. |
(b) | Inactive Participant
Status. Even if the Participant's active participation in the Plan ends, an employee shall remain an inactive Participant in the Plan until the earlier of (i) the date the full amount of such Participant's Accounts are distributed from the Plan, or (ii) the date such Participant again recommences active participation in the Plan as an Eligible Employee. During the period of time that an employee is an inactive Participant in the Plan, such Participant's Accounts shall continue to be adjusted for earnings and losses pursuant to the terms of Section 4.7. |
(c) | Participation after Reemployment. If an Eligible
Employee terminates employment with the Employer (either before or after such employee becomes a Participant) and then is reemployed by the Employer, such employee shall become eligible to participate or to recommence participation in the Plan as of the date, on or after such employee's reemployment date, that such employee becomes an Eligible Employee. |
(d) | Application of ERISA. It is the intent of the Company
that the Plan be exempt from Parts 2, 3, and 4 of Subtitle B of Title I of ERISA, as an unfunded plan that is maintained by the Employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees (the "ERISA exemption"). Notwithstanding anything to the contrary in this Article II or in any other provision of the Plan, the Committee may in its sole discretion exclude any one or more Eligible Employees from eligibility to participate or from participation in the Plan, may exclude any Participant from continued participation in the Plan, and may take any further action it considers necessary or appropriate if the Committee reasonably determines in good faith that such exclusion or further action is necessary in order for the Plan to qualify for, or to continue to qualify for, the ERISA exemption. |
4.1 | Establishment of Participant Accounts |
(a) | The amounts which represent the Participant's
Deferral Contributions and the Discretionary Contributions and Employer Contributions made on the Participant's behalf; |
(b) | The credits or debits for investment earnings or losses; and |
(c) | The distribution of benefits to the Participant or the Participant's beneficiary. |
4.2 | Deferral Contributions |
4.3 | Deferral
Election |
(a) | Deferral Election. The Participant's Deferral Election under the Plan with respect to such Participant's Base Pay for any Plan Year shall be effective for the first regular salary paycheck earned in such Plan Year. The Participant's Deferral Election under the Plan with respect to such Participant's Incentive Pay, if any, for any Plan Year shall be effective for the Incentive Pay earned with respect to the performance period ending with or within such Plan Year; provided, the Participant has performed services continuously from the later of the beginning of the performance period or the date the performance criteria are established through
the date the Deferral Election is made. To be effective, the Deferral Election under the Plan with respect to Base Pay must be made by, and shall become irrevocable on, September 30 prior to the commencement of the next Plan Year for which Deferral Contributions attributable to Base Pay will be made. To be effective, the Deferral Election under the Plan with respect to Incentive Pay, if any, must be made by, and shall become irrevocable on, September 30 prior to the commencement of the next Plan Year for which Deferral Contributions attributable to Incentive Pay will be made. Until such time as a Participant submits a Deferral Election in a timely manner, such Participant shall be deemed to have elected not to make Deferral Contributions. |
(b) | First
Plan Year of Participation. Notwithstanding anything to the contrary in Section 4.3(a) above, in the case of the first Plan Year in which an Eligible Employee becomes a Participant under the Plan, such Participant may make a Deferral Election under the Plan with respect to Base Pay (but not with respect to Incentive Pay) within 30 days after the date he is first notified in writing by the Committee that he is a Participant, with respect to Base Pay paid for services to be performed after the date of the Deferral Election. Such Deferral Election shall be irrevocable when made. |
(c) | Term. Each Participant's Deferral Election with respect to Base Pay or to Incentive Pay for a given Plan Year shall remain
in effect for the Base Pay or Incentive Pay, if any, for such given Plan Year until the date the Participant ceases to be an active Participant (as desc1ibed in Section 3.3(a)). |
(d) | Crediting Contributions. For each Plan Year that a Participant has a Deferral Election in effect, the Company shall credit the amount of such Participant's Deferral Contributions of Base Pay and Incentive Pay to such Participant's Base Pay Deferral Account and Incentive Pay Deferral Account for such Plan Year, as applicable, on the Friday next following the Business Day such amount would have been paid to such
Participant but for such Participant's Deferral Election (or such other date or time as the Company, in its sole discretion, determines). |
(e) | Distribution Date. Each Deferral Election of Base Pay and Incentive Pay shall indicate whether the Base Pay Deferral Account and Incentive Pay Deferral Account established for a given Plan Year shall be distributed to the Participant as |
(f) | Form of Payment. If a Participant indicates on such Participant's Deferral Election that the Base Pay Deferral Account and the Incentive Pay Deferral Account established for a given Plan Year are to be distributed upon termination of
employment, such Deferral Election shall indicate the form of payment in which the Base Pay Deferral Account and Incentive Pay Deferral Account for a given Plan Year shall be distributed to the Participant; provided the same form of payment shall be selected for both the Base Pay Deferral Account and the Incentive Pay Deferral Account for a given Plan Year. The Participant may choose from the forms of payment described in Section 6.3. If a Participant fails to indicate on such Participant's Deferral Election the form of payment in which the Base Pay Deferral Account and Incentive Pay Deferral Account for a given Plan Year are to be distributed upon termination of employment, such Base Pay Deferral Account and Incentive Pay Deferral Account shall be distributed in the form of a lump sum payment. |
4.4 | Discretionary
Contributions |
(a) | General. The Committee may declare, in its sole discretion, a discretionary contribution (a "Discretionary Contribution") for a Participant or group of selected Participants, with respect to a Plan Year. |
(b) | Crediting Contributions. For each Plan Year that a Participant is credited with a Discretionary Contribution, the Company shall credit the amount to such Participant's Discretionary Contribution Account on such date as the Company, in its sole discretion,
determines but not later than the last day of such Plan Year. |
(c) | Distribution Date. A Participant's Discretionary Contribution Account shall be distributed upon the Participant's termination of employment with the Employer and the Employer Group in accordance with Section 6.2. |
4.5 | Employer Contributions |
(a) | General.
The Company shall credit the Employer Contribution Account of each Participant with an annual credit (an "Employer Contribution"), based on the Employer Contribution Level assigned to the Participant by the Committee in its sole discretion, determined as follows: |
(i) | Level I - 20% of Compensation less Employer contributions to any qualified retirement plan sponsored by the Company or the Employer. |
(ii) | Level
II - 15% of Compensation less Employer contributions to any qualified retirement plan sponsored by the Company or the Employer. |
(iii) | Level III - 10% of Compensation less Employer contributions to any qualified retirement plan sponsored by the Company or the Employer. |
(b) | Crediting Contributions. For each Plan Year that a Participant is credited with an Employer Contribution, the Company shall
credit the amount to such Participant's Employer Contribution Account on such date as the Company, in its sole discretion, determines but not later than the last day of such Plan Year. |
(c) | Distribution Date. A Participant's Employer Contribution Account shall be distributed upon the Participant's termination of employment with the Employer and the Employer Group in accordance with Section 6.2. |
4.6 | Debiting
of Distributions |
4.7 | Adjustment For Hypothetical Investment Experience |
4.8 | Errors in Accounts |
4.9 | Investment Funds |
(a) | Nothing
in this Section 4.9 shall require the Employer to actually invest money in the investment funds designated by a Participant. The Company shall establish such rules and procedures governing the manner, frequency and timing of investment fund selections by Participants and of the crediting of hypothetical investment experience to Participants' Accounts, and such rules and procedures may change in the Company's sole discretion prospectively without the consent of the Participants. |
(b) | The investment funds to be used for the purposes of this Section 4.9 shall be chosen by the
Company, in its sole discretion, and shall be communicated to the Participants. The Company may, in its sole discretion, change, add or remove investment funds on a prospective basis at any time and in any manner it deems appropriate without the consent of the Participants. If a Participant has not made a valid election, then all Deferral Contributions, Employer Contributions and Discretionary Contributions credited to the Participant's Accounts in respect to which a valid election has never been made shall be invested in the short-term investment fund. |
6.1 | In-Service Distributions |
6.2 | Payment of Benefits at Termination of Employment |
(a) | General.
In accordance with the terms of subsection (b) hereof, if a Participant's employment with the Employer and all members of the Employer Group terminates, the Participant shall be entitled to receive a distribution of the balance credited to the Participant's Accounts. For purposes of the Plan, a Participant shall be considered to have a termination of employment with the Employer and all members of the Employer Group on the date such Participant has a "separation from service" (as described under Code Section 409A and the guidance and Treasury regulations issued thereunder) with the Employer and all members of the Employer Group. |
(b) | Time of Distribution. The distribution of the balance credited to the Participant's
Accounts under Section 6.2(a) shall be made or commence as soon as reasonably practicable following the earlier to occur of the Participant's death or the date that is six months and one day following the Participant's termination of employment with the Employer and all members of the Employer Group, in the specific form selected by the Participant in the Participant's Deferral Election and Distribution Election, as applicable, for the given Plan Year or in a lump sum payment in accordance with Section 6.1. If the Participant makes a Distribution Change Election to change the form of payment of the distribution with respect to any Account of such Participant for a given Plan Year pursuant to Section 6.4, the distribution of such Participant's Account shall not be made or commence earlier than the date that is five years after the date such Participant's Account would have otherwise been distributed or commenced distribution. |
6.3 | Form
of Distribution |
(a) | A Participant shall elect with respect to each of such Participant's Accounts for a given Plan Year which are distributed pursuant to Section 6.2, to have each such Account distributed in one of the following forms: |
(i) | a single lump sum, or |
(ii) | quarterly
or annual installments for a period of not less than three years nor more than five years. |
(b) | Any installment payments shall be made in installments, adjusted for hypothetical investment experience in accordance with Section 4.7, commencing on the dates described under Section 6.2. Installment payments shall be considered a single payment for purposes of Code Section 409A. |
(c) | Notwithstanding anything to the contrary in this Section 6.3 or Section 6.4, the Participant must
select the same form of payment for his or her Base Pay Deferral Account and Incentive Pay Deferral Account for a given Plan Year and must select the same form of payment for his or her Discretionary Contribution Account and Employer Contribution Account for a given Plan Year. |
6.4 | Change of Time and Form of Distribution |
6.5 | Payment For Unforeseeable Emergency |
(a) | General. Notwithstanding anything to the contrary in Section 6.1, 6.2 or 6.4, if the Participant experiences an Unforeseeable Emergency, the Participant may petition the Company in writing or electronically for a
lump sum distribution of the Participant's Base Pay Deferral Account and Incentive Pay Deferral Account. The payout shall not exceed the lesser of: (i) the balance of the Participant's Base Pay Deferral Account and Incentive Pay Deferral Account, calculated on the date of payment, or (ii) the amount reasonably needed to satisfy the Unforeseeable Emergency plus taxes reasonably anticipated as a result of the payout. However, no distribution will be allowed under this Section 6.5 to the extent that the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise, by liquidation of the Participant's assets (to the extent such liquidation would not itself cause a severe financial hardship), or by cessation of Deferral Contributions under the Plan. If the Participant's petition for a distribution is approved by the
Company in its sole discretion, the distribution shall be made in a lump sum payment within 90 days following the date of approval. If the Participant receives a distribution under this Section 6.5 or a 401(k) hardship distribution, as defined under Treasury Regulation 1.401(k) l(d)(3), the Participant's Deferral Election with respect to Deferral Contributions of Base Pay and Incentive Pay for the remainder of the Plan Year in which such distribution occurs shall be cancelled and the Participant shall not be eligible to make Deferral Contributions in accordance with Sections 4.2 and 4.3 until the following Plan Year. Any distribution made pursuant to this Section 6.5 shall be withdrawn pro rata from each of the Participant's Base Pay Deferral Accounts and Incentive Pay Deferral Accounts. Any remaining balance of the Participant's Accounts after a distribution made pursuant to this Section 6.5 shall be distributed in
accordance with the applicable provisions of this Article VI. |
6.6 | Payment of Disability Benefits |
6.7 | Payment of Benefits
Upon Death |
6.8 | Change in Control |
6.9 | Transfer
of Benefits Upon Divorce |
6.10 | Payment
of Small Benefits |
6.11 | Beneficiary
Designation |
(i) | a Participant dies without designating a beneficiary; |
(ii) | the
beneficiary designated by a Participant is not alive when a payment is to be made to such person under the Plan, and no contingent beneficiary has been designated; or |
(iii) | the beneficiary designated by a Participant cannot be located by the Company within one year from the date benefits are to be paid to such person; |
6.12 | Valuation
of Distributions |
6.13 | Prohibition on Acceleration of Payments |
7.1 | Amendments Generally |
7.2 | Right
to Terminate |
(a) | The Plan will terminate as to the Employers on any date specified by the Company if advance written notice of the termination is given to the Committee and the Employers by the Company. The Plan will terminate as to an individual Employer (including the Company) on the first to occur of the following: |
(i) | The
date it is terminated by such Employer if advance written notice of the termination is given to the Company, the other Employers and the Committee; |
(ii) | The date such Employer is judicially declared bankrupt or insolvent; an |
(iii) | The dissolution, merger, consolidation or reorganization of such Employer, or the sale of all or substantially all of its assets, except that in any such event
arrangements may be made with the consent of the Company whereby the Plan will be continued by any successor to such Employer or any purchaser of all or substantially all of its assets without a termination thereof, in which case the successor or purchaser will be substituted for such Employer under the Plan. |
8.1 | Unfunded
Plan |
8.2 | Nonguarantee of Employment |
8.3 | Nonalienation of Benefits |
(a) | With
the exception of Section 6.9, the rights or interests of any Participant or any Participant's beneficiaries to any benefits or future payments under the Plan shall not be subject to attachment or garnishment or other legal process by any creditor of any such Participant or beneficiary nor shall any such Participant or beneficiary have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or rights which such Participant may expect to receive under the Plan, except as may be required by the tax withholding provisions of the Code or any applicable federal, state, local or foreign laws. |
8.4 | Payment with Respect to Incapacitated Persons |
8.5 | Litigation |
8.6 | Headings |
8.7 | Evidence |
8.8 | Gender
and Number |
8.9 | Waiver of Notice |
8.10 | Taxes
and Withholding |
8.11 | Applicable Law |
8.12 | Severability |
8.13 | Successors |
8.14 | Effect on Other Employee Benefit Plans |
8.15 | Inability
to Locate Participant |
8.16 | Code Section 409A |
9.1 | Powers
and Duties of the Committee |
(a) | To
decide all questions relating to the eligibility of employees to become Eligible Employees and Participants in the Plan in its sole and complete discretion; |
(b) | To make all determinations regarding Employer contributions, including the amount, allocation and timing of such contributions; |
(c) | To adopt such rules and procedures as may be necessary for the efficient administration of the Plan and as are consistent with the Plan, and to enforce the Plan in accordance with
its terms and such rules; and |
(d) | To delegate its authority to such other committees or officers of the Employers as may be necessary or desirable for the efficient administration of the Plan. |
9.2 | Powers and Duties of the Company |
(a) | To
construe and interpret the Plan, to determine the amount, manner and time of payment of any benefits under the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to remedy ambiguities, inconsistencies or omissions all in its sole and complete discretion; |
(b) | To adopt such rules and procedures as may be necessary for the efficient administration of the Plan and as are consistent with the Plan, and to enforce the Plan in accordance with its terms and such rules; |
(c) | To
delegate its authority to such other committees or officers of the Employers as may be necessary or desirable; |
(d) | To make determinations as to the right of any person to a benefit and to direct payments or distributions in accordance with the provisions of the Plan; |
(e) | To
furnish the Employers and Participants with such information as may be required by them for tax or other purposes in connection with the Plan; |
(f) | To enroll Participants in the Plan, distribute and receive Plan administration forms and comply with all applicable governmental reporting and disclosure requirements; |
(g) | To employ agents, attorneys, accountants, actuaries or other persons (who also may be employed by the Employers), and to allocate or delegate to them such powers, rights and duties as the
Company considers necessary or advisable to properly carry out the administration of the Plan, provided that any such allocation or delegation and the acceptance thereof must be in writing; |
(h) | To report at least annually to the Committee or to such person or persons as the Committee designates as to the administration of the Plan, any significant problems which have developed in connection with the administration of the Plan and any recommendations which the Company may have as to the amendment of the Plan or the modification of Plan administration. At least once for each Plan Year, the
Company shall cause a statement of a Participant's Account balance to be distributed to the Participant. |
9.3 | Claims Procedure |
(a) | Claims. The Company will endeavor to administer the Plan fairly and consistently and to pay all benefits to which Participants or beneficiaries are properly entitled. However, failure to execute any forms required or to furnish information
requested by the Company within a reasonable period of time may result in delayed benefit payments. All claims for unpaid benefits should be made in writing to the Company. The Company may request additional information necessary to consider the claim further. If a claim is wholly or partially denied, the Company will notify the claimant of the adverse decision within a reasonable period of time, but not later than 90 days after receiving the claim, unless the Company determines that special circumstances require an
extension. In such case, a written extension notice shall be furnished before the end of the initial 90- day period. The extension cannot exceed 90 days. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Company expects to render the decision. The claim determination time frames begin when a claim is filed, without regard to whether all the information necessary to make a claim determination accompanies the filing. Any notice of denial shall include: |
(i) | The specific reason or reasons for denial with reference to those specific Plan provisions on which the denial is based; |
(ii) | A
description of any additional material or information necessary to perfect the claim and an explanation of why that material or information is necessary; and |
(iii) | A description of the Plan's appeal procedures and time frames, including a statement of the claimant's right to bring a civil action following an adverse decision on appeal. |
(b) | Appeal Procedures. A claimant, or a claimant's authorized representative, may appeal a denied claim within 60 days after receiving the
Company's notice of denial. A claimant has the right to: |
(i) | Submit to the Company, for review, written comments, documents, records and other information relating to the claim; |
(ii) | Request, free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant's claim; and |
(iii) | A
review on appeal that takes into account all comments, documents, records, and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial claim decision. |
(i) | The
specific reason or reasons for denial with reference to those Plan provisions on which the denial is based; |
(ii) | A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all documents, records, and other information relevant to the claimant's claim; and |
(iii) | A statement describing any voluntary appeal procedures offered by the Plan and the claimant's right to obtain the information about such |
(c) | Satisfaction of Claims. Any payment to a Participant or beneficiary shall to the extent thereof be in full satisfaction of all claims hereunder against the Employers, who may require such Participant or beneficiary, as a condition to such payment, to execute a receipt and release therefore in such form as shall be determined by the Company. If receipt and release is required but the Participant or beneficiary (as applicable) does not provide such receipt and release before any payment is to be made in accordance with the general timing
of distribution provisions in the Plan, the payment of any affected distribution shall be forfeited. |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 11/9/18 | 4, 8-K | ||
For Period end: | 9/30/18 | 10-Q/A | ||
8/1/08 | ||||
1/1/04 | ||||
List all Filings |