Document/Exhibit Description Pages Size
1: 10-K Form 10-K for Fiscal Year End 09/30/95 53 299K
2: EX-10.(D) Restricted Stock Agreement 5 24K
3: EX-10.(E) Employment Agreement of Ovitz 20 47K
4: EX-10.(M) Cash Bonus Performance Plan 9 26K
5: EX-10.(S) Disney Salaried Savings & Investment Plan 149 194K
6: EX-21 List of Subsidiaries 1 5K
7: EX-27 Financial Data Schedule 2 8K
EX-10.(S) — Disney Salaried Savings & Investment Plan
Exhibit Table of Contents
EXHIBIT 10(s)
DISNEY SALARIED
SAVINGS AND INVESTMENT PLAN
As Amended and Restated
Effective
January 1, 1987
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
TABLE OF CONTENTS
[Download Table]
PAGE
----
PREAMBLE. I
ARTICLE 1 DEFINITIONS
SECTION
-------
1.01. ADJUSTMENT FACTOR 1
1.02. AFFILIATED EMPLOYER 1
1.03. AFTER-TAX ACCOUNT 1
1.04. AGGREGATE ACCOUNT 2
1.05. BENEFICIARY 2
1.06. BOARD OF DIRECTORS 3
1.07. BREAK IN SERVICE 3
1.08. CODE 4
1.09. COMMITTEE 4
1.10. COMPANY 4
1.11. COMPANY STOCK 4
1.12. COMPENSATION 5
1.13. COVERED EMPLOYEE 6
1.14. EFFECTIVE DATE 7
1.15. ELIGIBILITY COMPUTATION PERIOD 7
1.16. ELIGIBLE EMPLOYEE 7
1.17. EMPLOYEE 8
1.18. EMPLOYER 8
1.19. EMPLOYMENT COMMENCEMENT DATE 8
1.20. ENROLLMENT DATE 8
1.21. ERISA 9
1.22. HIGHLY COMPENSATED EMPLOYEE 9
1.23. HOUR OF SERVICE 11
1.24. INCOME 16
1.25. LEASED EMPLOYEE 16
1.26. LEAVE OF ABSENCE 16
1.27. MATCHING ACCOUNT 17
1.28. MATCHING CONTRIBUTION 17
1.29. MAXIMUM COMPENSATION LIMITATION 17
1.30. PARTICIPANT 19
1.31. PLAN 20
1.32. PLAN YEAR 20
1.33. REEMPLOYMENT COMMENCEMENT DATE 20
1.34. RULE OF PARITY 20
1.35. ROLLOVER ACCOUNT 21
i
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
TABLE OF CONTENTS
[Download Table]
CONTINUED PAGE
----
1.36. ROLLOVER CONTRIBUTION 21
1.37. SECTION 415 COMPENSATION 21
1.38. SECTION 402(G) LIMIT 23
1.39. SPECIAL ACCOUNT 24
1.40. SPECIAL CONTRIBUTION 25
1.41. SPOUSAL CONSENT 25
1.42. TAX-DEFERRED ACCOUNT 26
1.43. TAX-DEFERRED CONTRIBUTIONS 26
1.44. TRUST AGREEMENT 26
1.45. TRUST FUND 26
1.46. TRUSTEE 26
1.47. VALUATION DATE 27
1.48. VALUATION PERIOD 27
ARTICLE 2 PARTICIPATION
2.01. ELIGIBILITY 28
2.02. PARTICIPATION 28
2.03. REEMPLOYMENT OF FORMER EMPLOYEES AND FORMER
PARTICIPANTS 29
2.04. TRANSFERRED PARTICIPANTS 29
2.05 TERMINATION OF EMPLOYMENT AND TERMINATION
OF PARTICIPATION 30
ARTICLE 3 CONTRIBUTIONS
3.01. TAX-DEFERRED CONTRIBUTIONS 31
3.02. MATCHING CONTRIBUTIONS 33
3.03. SPECIAL CONTRIBUTIONS 34
3.04. DEDUCTIBILITY LIMITATIONS AND FORM OF
CONTRIBUTION 36
3.05. ROLLOVER CONTRIBUTIONS 36
3.06. AFTER-TAX CONTRIBUTIONS 39
3.07. RETURN OF CONTRIBUTIONS 39
ARTICLE 4 ALLOCATIONS
4.01. INDIVIDUAL ACCOUNTS 41
4.02. ACCOUNT ADJUSTMENTS 42
4.03. LIMITATION ON ALLOCATIONS 44
4.04. NO GUARANTEE 44
4.05. ANNUAL STATEMENT OF ACCOUNTS 45
ii
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
TABLE OF CONTENTS
[Download Table]
CONTINUED PAGE
----
ARTICLE 5 VESTING
5.01. NONFORFEITABILITY 46
5.02. SUSPENSION OF BENEFITS 46
ARTICLE 6 DISTRIBUTIONS
6.01. WITHDRAWALS FROM AFTER-TAX ACCOUNT 47
6.02. LOANS TO ACTIVE PARTICIPANTS 47
6.03. HARDSHIP WITHDRAWALS 52
6.04. DISTRIBUTIONS ON ACCOUNT OF TERMINATION OF
EMPLOYMENT 56
6.05 RESTRICTIONS AND REQUIREMENTS ON DISTRIBUTIONS 60
6.06 METHOD OF PAYMENT FOR ELIGIBLE ROLLOVER
DISTRIBUTIONS 65
6.07 RECAPTURE OF PAYMENTS 70
ARTICLE 7 INVESTMENT ELECTIONS AND VOTING OF COMPANY STOCK
7.01 INVESTMENT OPTIONS 72
7.02 VOTING OF COMPANY STOCK 80
ARTICLE 8 ADMINISTRATION OF PLAN
8.01 APPOINTMENT OF PLAN COMMITTEE 82
8.02 DUTIES OF COMMITTEE 82
8.03 MEETINGS 83
8.04 QUORUM 83
8.05 COMPENSATION AND BONDING 84
8.06 ESTABLISHMENT OF RULES AND INTERPRETATION
OF PLAN 84
8.07 PRUDENT CONDUCT 84
8.08 SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY 85
8.09 LIMITATION OF LIABILITY 85
8.10 INDEMNIFICATION 86
8.11 EXPENSES OF ADMINISTRATION 86
8.12 CLAIMS PROCEDURES 87
ARTICLE 9 MANAGEMENT OF FUNDS
9.01 TRUST AGREEMENT 89
9.02 EXCLUSIVE BENEFIT RULE 89
9.03 COMMITTEE POWER AND DUTIES 90
iii
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
TABLE OF CONTENTS
[Download Table]
CONTINUED PAGE
----
ARTICLE 10 GENERAL PROVISIONS
10.01 NONALIENATION 93
10.02 NO CONTRACT OF EMPLOYMENT 94
10.03 FACILITY OF PAYMENT 95
10.04 INFORMATION 95
10.05 CONSTRUCTION 96
10.06 PROOF OF DEATH AND RIGHT OF BENEFICIARY
OR OTHER PERSON 96
10.07 FAILURE TO LOCATE RECIPIENT 97
ARTICLE 11 AMENDMENT, MERGER AND TERMINATION
11.01 AMENDMENT OF PLAN 98
11.02 MERGER OR CONCLUSION 100
11.03 ADDITIONAL PARTICIPATING EMPLOYERS 101
11.04 TERMINATION OF PLAN 102
11.05 DISTRIBUTION OF ASSETS ON PLAN TERMINATION
OR A COMPLETE DISCONTINUANCE OF CONTRIBUTIONS 102
11.06 NOTIFICATION OF TERMINATION 104
11.07 CHANGE IN CONTROL 104
ARTICLE 12 TOP-HEAVY PROVISIONS
12.01 PRIORITY OVER OTHER PLAN PROVISIONS 106
12.02 DEFINITIONS USED IN THIS ARTICLE 106
12.03 MINIMUM ALLOCATION 112
12.04 MODIFICATION OF AGGREGATE BENEFIT LIMIT 115
12.05 MINIMUM VESTING 117
ARTICLE 13 LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
TO PARTICIPANT'S ACCOUNTS
13.01 PRIORITY OVER OTHER CONTRIBUTIONS AND
ALLOCATION PROVISIONS 118
13.02 DEFINITIONS USED IN THIS ARTICLE 118
13.03 GENERAL ALLOCATION LIMITATION 129
13.04 EXCESS ALLOCATIONS 129
13.05 AGGREGATE BENEFIT LIMITATION 133
13.06 NO CONFLICT WITH CODE SECTION 415 134
13.07 LIMITATION ON DEFERRAL CONTRIBUTIONS 135
13.08 LIMITATION ON MATCHING CONTRIBUTIONS 138
13.09 AGGREGATION RULES 139
iv
PREAMBLE
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
The Disney Salaried Savings and Investment Plan (the "Plan") was originally
adopted, effective May 1, 1984, by The Walt Disney Company ("Company") by
authorization of the Board of Directors of its predecessor, Walt Disney
Productions, to provide a retirement savings vehicle for certain salaried
employees of the Company and such other participating companies as approved by
the Company as described in Section 11.03. The Plan was subsequently amended
and restated effective June 1, 1990, but the June 1, 1990 restatement did not
contain revisions necessary to bring the Plan into compliance with the Tax
Reform Act of 1986 and subsequent legislation. The June 1, 1990 restatement did
contain provisions contemplating that a portion of the Plan be designated as a
stock bonus plan (assigned plan number 012) in the event the Company determined,
at some future date, to include employee stock ownership plan ("ESOP") features
(as defined in Internal Revenue Code Section 4975(e)(8) and 409(l)) into the
Plan. In 1994, the Company decided that it did not intend to adopt an ESOP in
the near future so that the ESOP provisions have been eradicated from the Plan
document contained herein.
Retroactively effective as of January 1, 1987, Disney has amended and restated
the Plan, as set forth herein, to meet the
i
requirements of the Tax Reform Act of 1986 and subsequent federal legislation
and regulations and to make other clarifying and desirable revisions. The Plan,
as set forth herein is intended to qualify as a profit sharing plan with a cash
or deferred arrangement under Sections 401(a) and 401(k) of the Internal Revenue
Code. Although the Plan is intended to qualify as a profit sharing plan,
employer contributions hereunder may be made without regard to profits.
The provisions of this Plan shall apply only to an employee who terminates
employment with the employers on or after the Effective Date. A former
employee's eligibility for benefits and the amount of benefits, if any, payable
to or on behalf of a former employee shall be determined in accordance with the
provisions of the Plan in effect on the date his employment terminated. The
benefit payable to or on behalf of a Participant included under the Plan in
accordance with the following provisions shall not be affected by the terms of
any amendment to the Plan adopted after such Participant's employment
terminates, unless the amendment expressly provides otherwise.
ii
DISNEY SALARIED SAVINGS
AND INVESTMENT PLAN
EFFECTIVE JANUARY 1, 1987
Article 1. Definitions
--------- -----------
1.01. "ADJUSTMENT FACTOR" means the cost of living adjustment factors
prescribed by the Secretary of the Treasury under Section 415(d) of
the Code applied to such items and in such manner as the Secretary
shall provide.
1.02. "AFFILIATED EMPLOYER" means any company not participating in the Plan
which is a member of a controlled group of corporations (determined
under Section 1563(a) of the Code without regard to Section 1563(a)(4)
and (e)(3)(C)) with The Walt Disney Company or any trade or business
under common control (as defined in Section 414(c) of the Code) with
The Walt Disney Company, or a member of an affiliated service group
(as defined in Section 414(m) of the Code) which includes The Walt
Disney Company.
1.03. "AFTER-TAX ACCOUNT" means the account maintained for a Participant to
record his after-tax contributions made to the Plan prior to January
1, 1987 and adjustments relating thereto.
1
1.04. "AGGREGATE ACCOUNT" means the records, including subaccounts,
maintained by the Committee in the manner provided hereunder to
determine the interest of each Participant in the assets of the Plan
and may refer to any or all of the accounts which a Participant may
have under this Plan namely, a Tax-Deferred Account, a Matching
Account, a Rollover Account, a Special Account or an After-Tax
Account.
1.05. "BENEFICIARY" means any person, persons or entity named by a
Participant by written designation filed with the Committee to receive
benefits payable in the event of the Participant's death, provided
that if the Participant is married and he designates other than his
spouse as the Beneficiary, he obtains Spousal Consent. If any
Participant fails to designate a Beneficiary, or if the Beneficiary
designated by a deceased Participant died before him, then the
Beneficiary shall be deemed to be the Participant's surviving spouse,
or if none then the benefits will be paid in accordance with the
following order of priority:
(a) the Participant's children (equally), or if none;
(b) the Participant's parents (equally), or if none;
2
(c) the Participant's brothers and sisters, (equally), or if none;
(d) the Participant's estate.
1.06. "BOARD OF DIRECTORS" means the Board of Directors of The Walt Disney
Company.
1.07. "BREAK IN SERVICE" means an Eligibility Computation period during
which an Employee has been credited with less than 501 Hours of
Service. Solely for the purpose of determining whether an Employee has
incurred a Break in Service, Hours of Service shall also include hours
granted, on the basis of forty-five (45) hours per week, for periods
during which an Employee is on an approved Leave of Absence.
If an Employee is absent from work because of such Employee's
pregnancy, the birth of a child, placement of an adopted child, or
caring for an adopted or natural child following birth or placement,
the individual shall not be treated as having incurred a Break in
Service in the Eligibility Computation Period in which the absence
begins or, if the individual would
3
not otherwise have suffered a Break in Service during that Eligibility
Computation Period, in the next following Eligibility Computation
Period. The Committee may require that a Employee file a written
request to receive Hours of Service credit under this paragraph.
Unless otherwise determined by the Committee or an Employer's
personnel practices, an Employee who is absent from work for the
reasons described in this paragraph shall be deemed to have terminated
employment for all purposes of this Plan other than the special Break
in Service rule in this paragraph.
1.08. "CODE" means the Internal Revenue Code of 1986, as it may be amended
from time to time.
1.09. "COMMITTEE" means the Committee appointed by the Board of Directors to
administer the Plan in accordance with Article 8, and to have such
additional powers as provided elsewhere in the Plan.
1.10. "COMPANY" means The Walt Disney Company.
1.11. "COMPANY STOCK" means common stock of The Walt Disney Company.
4
1.12. "COMPENSATION" means an Employee's base pay (excluding overtime,
bonuses, relocation reimbursement, stock options, or other
extraordinary payments as determined by the Committee) paid during the
calendar year by the Employer in return for the Employee's services.
Compensation does not include:
(a) Employer contributions to any pension plan other than
contributions caused by an Employee's salary deferral reduction
pursuant to Section 401(k) of the Code;
(b) Employer contributions to this Plan or any other plan of deferred
compensation maintained by an Employer other than Tax-Deferred
Contributions;
(c) Fringe benefits not taxable to the Employee;
(d) Payments to or on behalf of an individual after he is no longer
an Employee;
(e) Salary deferral reductions pursuant to a Cafeteria Plan as
described in Section 125 of the Code;
5
(f) Imputed life insurance and all other forms of imputed income.
Compensation shall not, for Plan purposes, exceed the Maximum
Compensation Limitation .
1.13. "COVERED EMPLOYEE" means an Employee who:
(a) Is employed by an Employer;
(b) Receives Compensation in the form of a salary (as distinguished
from hourly-paid Employees), whether or not such Employee is
exempt for wage-and-hour-law purposes;
(c) Is not a member of a collective-bargaining unit that has a
collective bargaining agent, unless the Board of Directors
specifically waives this requirement;
(d) Is not a Leased Employee; and
(e) Is not a non-resident alien with respect to the United States.
6
1.14. "EFFECTIVE DATE" means January 1, 1987, the date this amended and
restated Plan becomes effective.
1.15. "ELIGIBILITY COMPUTATION PERIOD" means, with respect to an Employee,
the applicable of (a) or (b) as follows:
(a) A 12 consecutive month period commencing on the Employee's
Employment Commencement Date in which he has been credited with
at least 1,000 Hours of Service; or
(b) Plan Year:
In the case of an Employee who is not credited with at least
1,000 Hours of Service in the 12 month period described in
Section 1.15 (a) above, a Plan Year, commencing with the Plan
Year beginning immediately following the Employee's Employment
Commencement Date, in which he has been credited with at least
1,000 Hours of Service. An Employee's Eligibility Computation
Periods are subject to and may be ignored pursuant to the Rule of
Parity.
1.16 "ELIGIBLE EMPLOYEE" means a Covered Employee who has attained age
eighteen and has completed one Eligibility
7
Computation Period. An Employee is an Eligible Employee on the day
before he satisfies the requirements of Article 2 of the Plan.
1.17 "EMPLOYEE" means any person receiving compensation for services
rendered to an Employer or an Affiliated Employer, whose compensation
is subject to withholding of income tax and/or for whom Social
Security contributions are made by an Employer, including any Leased
Employee but excluding any person who serves solely as a director or
independent contractor.
1.18 "EMPLOYER" means the Company and any subsidiary or affiliated company
which, with the approval of the Company, adopts this Plan as described
in Section 11.03.
1.19 "EMPLOYMENT COMMENCEMENT DATE" means the first date as of which an
Employee is credited with an Hour of Service for an Employer or an
Affiliated Employee.
1.20 "ENROLLMENT DATE" means the first day of the calendar month after an
Employee becomes an Eligible Employee or the beginning of any payroll
period thereafter as of
8
which the Eligible Employee elects to commence participation in the
Plan.
1.21 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.22 "HIGHLY COMPENSATED EMPLOYEE" means any Employee of the Employers or
an Affiliated Employer (whether or not eligible for participation in
the Plan) who satisfies one or more of the following criteria:
(a) During the current Plan year or the preceding Plan Year, the
Employee was at any time a 5% owner of an Employer or an
Affiliated Employer.
(b) During the preceding Plan Year, the Employee received:
(i) Section 415 Compensation in excess of $75,000 multiplied by
the Adjustment Factor;
(ii) Section 415 Compensation in excess of $50,000 multiplied by
the Adjustment Factor and was among the highest 20% of
Employees for that year when ranked by Section 415
Compensation
9
paid for that year excluding, for purposes of determining
the number of such Employees, such Employees as the Company
may determine on a consistent basis pursuant to Section
414(q)(8) of the Code; or
(iii) Section 415 Compensation greater than 50% of the dollar
limitation on maximum benefits under Section 415(b)(1)(A) of
the Code for such Plan Year and was at any time an officer
of an Employer or an Affiliated Employer (subject to the
limitations of Section 414(q) (5) of the Code).
(c) During the current Plan Year, the Employee meets the criteria
under Section 1.22(b)(i), (ii) or (iii) and is one of the 100
highest-paid Employees of an Employer or an Affiliated Employer.
(d) A former Employee who separated from service prior to the current
Plan Year and who was a 5 percent owner for either (i) the year
he separated from service or (ii) any Plan Year ending on or
after the date the Employee attains age 55.
10
(e) Notwithstanding the foregoing, Employees who are nonresident
aliens and who receive no earned income from an Employer or an
Affiliated Employer which constitutes income from sources within
the United States shall be disregarded for all purposes of this
Section 1.22.
(f) The Committee may elect to determine the status of Highly
Compensated Employees under the simplified snapshot method
described in IRS Revenue Procedure 93-42, or the extent permitted
under regulations, on a current calendar year basis.
(g) The provisions of this Section 1.22 shall be further subject to
such additional requirements as shall be described in Section
414(q) of the Code and its applicable regulations, which shall
override any aspects of this Section 1.22 inconsistent therewith.
1.23 "HOUR OF SERVICE" means, with respect to any applicable computation
period.
(a) An Hour of Service is each hour for which an Employee is paid or
is entitled to payment for the
11
performance of duties for an Employer or an Affiliated Employer
during the applicable computation period.
(b) An Hour of Service is each hour for which an Employee is paid, or
is entitled to payment, by an Employer or an Affiliated Employer
on account of a period during which no duties are performed
(regardless of whether the employment relationship has
terminated) because of vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty, or
leave of absence, but
(1) no more than 501 Hours of Service are to be credited under
this subsection (b) to an individual for any single
continuous period during which he performs no duties
(whether or not the period occurs in a single computation
period);
(2) an hour is not credited where an individual directly or
indirectly paid or is entitled to payment because of a
period during which no duties are performed if that payment
is made
12
or is due under a plan maintained solely for the purpose of
complying with applicable worker's compensation or
unemployment compensation or disability insurance laws; and
(3) Hours of Service will not be credited for a payment that
solely reimburses an individual for medical or medically
related expenses incurred. For purposes of his subsection
(b), a payment is deemed to be made by or be due from an
Employer or an Affiliated Employer regardless of whether it
is made by or due from that entity directly or indirectly
through a trust fund or insurers (among others) to which
that entity contributes or pays premiums and regardless of
whether contributions made or due to the trust fund or
insurer or other funding vehicle are for the benefit of
particular individuals or are on behalf of a group of
individuals in the aggregate.
(c) An Hour of Service is each hour for which back pay, irrespective
of mitigation of damages, is
13
either awarded or agreed to by an Employer or Affiliated
Employer. The same Hours of Service must not be credited both
under subsection (a) or (b) and also under this subsection (c).
Thus, for example, if an individual receives a back-pay award
following a determination that he was paid at an unlawful rate
for Hours of Service previously credited, he is not entitled to
additional credit for the same Hours of Service. Crediting of
Hours of Service for back pay awarded or agreed to with respect
to periods described in subsection (b) is subject to the
limitations set forth in that subsection. For example, no more
than 501 Hours of Service are required to be credited for
payments of back pay, to the extent that the back pay is awarded
or agreed to for a period of time during which an individual did
not or would not have performed duties.
(d) For determining Hours of Service for reasons other than the
performance of duties, the special rule provided in 29 C.F.R.
section 2530.200b-2(b) is incorporated by reference. That rule
provides that Hours of Service are credited on the basis of the
number of hours in the individual's regular
14
work schedule or, in the case of a payment not calculated by
units or time, by dividing the payment in question by the
individual's most recent hourly rate of pay.
(e) For purposes of crediting Hours of Service to computation
periods, the special rule provided in 29 C.F.R. section
2530.200b-2(c) is incorporated by reference. That rule provides
that Hours of Service are credited to an individual in the
computation periods covered by the individual's regular work
schedule during the period of nonperformance.
(f) The determination of Hours of Service must be made from records
of hours worked and hours for which payment is made or due.
(g) For purpose of determining Hours of Service credited each
Employee must be credited with at least forty-five Hours of
Service for each week for which he would be required to be
credited with at least one Hour of Service under subsection (a).
15
(h) An Employee who has Leave of Absence due to military service
shall receive Hours of Service credit in accordance with
applicable Federal veteran's laws.
1.24 "INCOME" means the net gain or loss of the Trust Fund from
investments, as reflected by interest payments, dividends, realized
and unrealized gains and losses on securities, other investment
transactions and expenses paid from the Trust Fund. In determining the
Income of the Trust Fund as of any date, assets shall be valued on the
basis of their then fair market value.
1.25 "LEASED EMPLOYEE" means any person as so defined in Section 414(n) of
the Code.
1.26 "LEAVE OF ABSENCE" means an absence authorized by an Employer or an
Affiliated Employer under its standard personnel practices as applied
in a uniform and nondiscriminatory manner to all persons similarly
situated, provided that the Employee resumes employment with the
Employer or an Affiliated Employer within the period specified in the
authorization of the Leave of Absence. An absence due to service in
the Armed Forces of the United States shall be considered an
authorized
16
Leave of Absence provided that the Employee complies with all of the
requirements of Federal law in order to be entitled to reemployment
and provided further that the Employee returns to employment with an
Employer or an Affiliated Employer within the period provided by such
law.
1.27 "MATCHING ACCOUNT" means the account maintained for a Participant to
record Matching Contributions made on his behalf pursuant to Section
3.02 and adjustments relating thereto.
1.28 "MATCHING CONTRIBUTION" means the Employer Matching Contribution made
to the Plan on behalf of a Participant pursuant to Section 3.02.
1.29 "MAXIMUM COMPENSATION LIMITATION" means, effective on or after January
1, 1989, and before January 1, 1994, $200,000 per year. As of January
1 of each calendar year on and after January 1, 1990, and before
January 1, 1994, the Maximum Compensation Limitation as determined by
the Commissioner of Internal Revenue for the calendar year shall
become effective as the Maximum Compensation Limitation taken into
account for Plan purposes for the Plan Year beginning within that
17
calendar year in lieu of the $200,000 limitation set forth above.
Commencing January 1, 1994, the Maximum Compensation Limitation means
$150,000 per year. If for any calendar year after 1994, the cost-of-
living adjustment described in the following sentence is equal to or
greater than $10,000, then the Maximum Compensation Limitation (as
previously adjusted hereunder) for any Plan Year beginning in any
subsequent calendar year shall be increased by the amount of such
cost-of-living adjustment, rounded to the next lowest multiple of
$10,000. The cost-of-living adjustment shall equal the excess of (i)
$150,000 increased by the adjustment made under Section 415(d) of the
Code of the calendar year, except that the base period for purposes of
Section 415(d)(1)(A) of the Code shall be the calendar quarter
beginning October 1, 1993, over (ii) the Maximum Compensation
Limitation in effect for the Plan Year beginning in the calendar year.
In determining a Participant's compensation for purposes of the
Maximum Compensation Limitation, if any individual is a member of the
family of a 5-percent owner or a Highly Compensated Employee who is in
the
18
group consisting of the 10 individuals paid the greatest compensation
during the year, then (i) such individual shall not be considered as a
separate employee and (ii) any compensation paid to such individual
(and any applicable benefit on behalf of such individual) shall be
treated as if it were paid to (or on behalf of) the 5-percent owner or
a highly compensated employee; provided, however, that for purposes of
this Section 1.29, the term "family" shall include only the
Participant's spouse and any lineal descendants of the Participant who
have attained age 19 before the close of the year. If, as a result of
the application of the foregoing family aggregation rules, the Maximum
Compensation Limitation is exceeded, then the limit shall be prorated
among the affected individuals in proportion to each such individual's
compensation as determined prior to the application of the Maximum
Compensation Limitation.
1.30 "PARTICIPANT" means any person included for participation in the Plan
as provided in Article 2 and who continues to be entitled to benefits
under the Plan.
19
1.31 "PLAN" means the Disney Salaried Savings and Investment Plan as set
forth in this document, or as amended from time to time.
1.32 "PLAN YEAR" means the calendar year, except there was a short year
from May 1, 1984 through December 31, 1984 which was the first year of
the Plan.
1.33 "REEMPLOYMENT COMMENCEMENT DATE" means the date an Employee first is
credited with an Hour of Service following a prior Break in Service.
1.34 "RULE OF PARITY" means a rule pursuant to which an Employee who incurs
a Break in Service shall have his Eligibility Computation Periods
which occur prior to such Break in Service ignored or restored. If an
Employee incurs a Break in Service prior to becoming a Participant
hereunder, his Eligibility Computation Periods prior to such Break in
Service shall not be taken into account if the number of consecutive
one year breaks in service equals or exceeds the greater of the
Employee's Eligibility Computation Periods completed prior to the
first such Break in Service or five. Eligibility Computation Periods
previously eliminated by a prior application of this paragraph
20
shall not be counted for purposes of the preceding sentences.
1.35 "ROLLOVER ACCOUNT" means the account maintained for a Participant to
record his Rollover Contributions to the Trust Fund pursuant to
Section 3.05 and adjustments relating thereto.
1.36 "ROLLOVER CONTRIBUTION" means a Rollover Contribution made to the Plan
by a Participant pursuant to Section 3.05.
1.37 "SECTION 415 COMPENSATION" means wages, salaries, fees for
professional services, and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with an Employer or an
Affiliated Employer to the extent that the amounts are includible in
gross income (including, but not limited to, commissions paid
salespersons, compensation for services on the basis of a percentage
of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, reimbursements, and expense allowances), and excluding:
21
(a) Employer contributions to the Plan or to any other plan of
deferred compensation maintained by an Employer or an Affiliated
Employer, but solely for purposes of determining Highly
Compensated Employees under Section 1.22 and key employees under
Section 12.02(h), Section 415 Compensation shall include Tax-
Deferred Contributions;
(b) Amounts realized from the exercise of a non-qualified stock
option;
(c) Amounts realized when restricted stock is no longer subject to
substantial risk of forfeiture;
(d) Amounts realized from the disposition of stock acquired under a
qualified stock option; and
(e) Other amounts that receive special tax benefits, but solely for
purposes of determining Highly Compensated Employees under
Section 1.22 and key employees under Section 12.02(h), Section
415 Compensation
22
shall include amounts contributed on an Employee's behalf on a
salary reduction basis to a cafeteria plan under Section 125 of
the Code.
Except for the provisos of Sections 1.37(a) and (e), this definition
of "Section 415 Compensation" is intended to be the definition which
appears in Section 1.415(2)(d)(ll)i of the Income Tax Regulations (Box
1 of IRS Form W-2 or substitute compensation) so that any discrepancy
in the above definition and said regulations shall be resolved in such
a manner as to give full effect to said regulations.
1.38 "SECTION 402(G) LIMIT" means $7,000 (as increased by the Adjustment
Factor every calendar year) for any taxable year of a Participant. In
addition, the amount of a Participant's Tax-Deferred Contributions for
a Plan Year shall be subject to the deferral percentage limitation of
Section 13.07. In the event a Participant's Tax-Deferred Contributions
and other elective deferrals (whether or not under a plan, contract or
arrangement of an Employer or an Affiliated Employer) for any taxable
year exceed the foregoing $7,000 limitation, as adjusted by the
Adjustment
23
Factor, the excess allocated by the Participant to Tax-Deferred
Contributions hereunder (adjusted for Trust Fund Income in the manner
described in Section 13.07(d)), may in the discretion of the
Committee, be distributed to the Participant no later than April 15
following the close of such taxable year. The amount of Tax-Deferred
Contributions distributed pursuant to this Section with respect to a
Participant for a Plan Year will be reduced by any excess Tax-Deferred
Contributions previously distributed to the Participant pursuant to
Section 13.07(c) for the same Plan Year. In the event any Tax-Deferred
Contributions returned under this Section were matched by Matching
Contributions pursuant to Section 3.02, those Matching Contributions,
together with Income through the end of the Plan Year in which they
were made, shall be forfeited by the Participant and used to reduce
Employer contributions to the Plan.
1.39 "SPECIAL ACCOUNT" means the account maintained for a Participant to
record Special Contributions made on his behalf pursuant to Section
3.03, and adjustments relating thereto.
24
1.40 "SPECIAL CONTRIBUTION" means the Employer Special Contribution made to
the Plan on behalf of a Participant pursuant to Section 3.03.
1.41 "SPOUSAL CONSENT" means written consent given by a Participant's
spouse to an election made by the Participant of a specified form of
benefit or a designation by the Participant of a specified Beneficiary
other than the spouse. The specified form or specified beneficiary,
shall not be changed unless further Spousal Consent is given, unless
the Spouse expressly waives the right to consent to any future
changes. Spousal Consent shall be duly witnessed by a Plan
representative or notary public and shall acknowledge the effect on
the spouse of the Participant's election. The requirement for Spousal
Consent may be waived by the Committee if it is established to its
satisfaction that there is no spouse, or that the spouse cannot be
located, or because of such other circumstances as may be established
by applicable law. Spousal Consent shall be applicable only to the
particular spouse who provides such consent.
25
1.42 "TAX-DEFERRED ACCOUNT" means the account maintained for a Participant
to record contributions made on his behalf by an Employer pursuant to
a Tax-Deferred Contribution agreement described in Section 3.01 and
adjustments relating thereto.
1.43 "TAX-DEFERRED CONTRIBUTIONS" means an Employer's contribution made to
the Plan on behalf of a Participant pursuant to a Tax-Deferred
Contribution agreement described in Section 3.01.
1.44 "TRUST AGREEMENT" means the trust agreement or agreements that may be
established from time to time hereunder and as the same may from time
to time be amended and/or restated.
1.45 "TRUST FUND" means all money or other property which is held by
Trustee, pursuant to the terms of the Trust Agreement.
1.46 "TRUSTEE" means the trustee acting under the Trust Agreement, or any
other Trustee or Trustees designated in any trust agreement or
agreements which may be established to carry out the purposes of this
Plan.
26
1.47 "VALUATION DATE" means the last day of each Plan Year and any other
date determined by the Committee.
1.48 "VALUATION PERIOD" means the period between two consecutive valuation
dates.
27
ARTICLE 2. ELIGIBILITY AND PARTICIPATION
--------- -----------------------------
2.01. ELIGIBILITY
Only Eligible Employees may participate in this Plan.
2.02. PARTICIPATION
An Employee who was a Participant prior to January 1, 1987 shall
remain a Participant provided that he remains an Eligible Employee. An
Employee who becomes an Eligible Employee thereafter shall become a
Participant as of the first Enrollment Date after he files with the
Company, an enrollment form or forms as prescribed by the Committee on
which he:
(a) authorizes his Tax-Deferred Contributions in accordance with
Section 3.01;
(b) names a Beneficiary, and
(c) selects investment funds pursuant to Article 7.
28
2.03. REEMPLOYMENT OF FORMER EMPLOYEES AND FORMER PARTICIPANTS
Any person employed by an Employer as an Eligible Employee who was
previously a Participant shall be immediately eligible to become a
Participant in the Plan. Any other person reemployed by an Employer
may participate in the Plan upon meeting the requirements of Section
2.02.
2.04 TRANSFERRED PARTICIPANTS
If a Participant remains in the employ of an Employer or an Affiliated
Employer, but ceases to be an Eligible Employee, his participation
under the Plan shall be suspended, provided however that during the
period of his employment in such ineligible position:
(a) he shall cease to have any right to elect Tax-Deferred
Contributions or make Rollover Contributions;
(b) he shall not receive allocations of Matching Contributions or
Special Contributions;
29
(c) he shall continue to participate in Income allocations pursuant
to Section 4.02(a); and
(d) the provisions of Articles 6 and 7 shall continue to apply.
If an Employee again becomes an Eligible Employee, his rights and
privileges as an Eligible Employee under this Plan shall be restored.
2.05 TERMINATION OF EMPLOYMENT AND TERMINATION OF PARTICIPATION
Under this Plan, termination of employment occurs on the date an
Employee is no longer employed with an Employer or an Affiliated
Employer. An Eligible Employee's participation in the Plan shall
terminate on the date he terminates employment, unless the Participant
is entitled to benefits under the Plan, in which event his
participation shall terminate when those benefits have been
distributed to him.
30
ARTICLE 3. CONTRIBUTIONS
--------- -------------
3.01. TAX-DEFERRED CONTRIBUTIONS
(a) A Tax-Deferred Contribution represents an agreement by a
Participant with his Employer to accept a reduction in
Compensation in consideration of a contribution to the Plan by
the Employer on Participant's behalf in the same amount.
(b) A Participant shall elect to enter into an agreement with his
Employer as described in Section 3.01(a), by indicating the
amount of Tax-Deferred Contributions he wishes to be contributed
by his Employer on his enrollment form, as described in Section
2.02. Tax-Deferred Contributions may be any whole percentage of a
Participant's Compensation between one percent and 10 percent,
but may not exceed the Section 402(g) Limit in any Plan Year.
Tax-Deferred Contributions shall be made by regular payroll
deduction, except that a Participant subject to the Section
402(g) Limit may request the Committee
31
to calculate his Tax-Deferred Contributions in such a manner so
that his regular payroll reductions will result in the maximum
Matching Contribution. Tax-Deferred Contribution elections are
effective on the first pay period after a Participant files an
enrollment form.
(c) An election of Tax-Deferred Contributions shall remain in force
until changed in writing on forms approved by the Committee. Four
times each Plan Year, a Participant may elect to increase or
decrease the amount of his Tax-Deferred Contributions. A
Participant may also elect to cease contributions at any time.
Elections to increase, decrease or cease Tax-Deferred
Contributions are effective as of the pay period following
receipt by the Committee. A Participant may not change his
election with respect to Tax-Deferred Contributions already made
by payroll deduction.
(d) All Tax-Deferred Contributions shall be credited to the
Participant's Tax-Deferred Account and shall be 100% vested and
non-forfeitable at all times.
32
(e) Tax-Deferred Contributions shall be transmitted to the Trustee in
the month following the payroll month in which the Tax-Deferred
Contribution was deducted from the Participant's Compensation.
(f) All Tax-Deferred Contributions are subject to the limitations of
Article 13 and the further limitations of this Article.
3.02 MATCHING CONTRIBUTIONS
(a) Each Employer will contribute with respect to Participants
employed by it, a Matching Contribution equal to 50% of the
amounts elected as Tax-Deferred Contributions, but in no event
shall Matching Contributions for any Plan Year for any
Participant exceed 2% of the Participant's Compensation for the
Plan Year. Notwithstanding the foregoing, Matching Contributions
of the Employers are discretionary and are not required.
(b) All Matching Contributions shall be paid to the Trustee no later
than the time prescribed by law for filing the federal income tax
returns of the
33
Employers, including any extensions which have been granted for
the filing of such tax returns.
(c) All Matching Contributions made on behalf of a Participant shall
be credited to the Participant's Matching Account and shall be
100% vested and non-forfeitable at all times.
(d) All Matching Contributions are subject to the limitations of
Article 13 and the further limitations of this Article.
3.03 SPECIAL CONTRIBUTIONS
(a) Special Contributions are not required and are made at each
Employer's discretion.
(b) Special Contributions may be made in order to correct an Average
Deferral Percentage test failure under Section 13.07, or to
correct an Average Contribution test failure under Section 13.08
or to eliminate discrimination under any tax-qualified Plan of
the Employers under Sections 401(a)(4) or 410(b) of the Code or
as a result of
34
the reallocation of excess Annual Additions under Section
13.04(a).
(c) Special Contributions are made on behalf of Participants who are
not Highly Compensated Employees and who are actively employed by
the Employer on the last day of the pay period for which a
Special Contribution is made.
(d) All Special Contributions shall be credited to the Participant's
Special Account and shall be 100% vested and non-forfeitable at
all times.
(e) All Special Contributions shall be paid to the Trustee no later
than the time prescribed by law for filing the federal income tax
returns of the Employers including any extensions which have been
granted for the filing of such tax returns.
(f) All Special Contributions are subject to the limitations of
Article 13 and the further limitations of this Article.
35
3.04 DEDUCTIBILITY LIMITATIONS AND FORM OF CONTRIBUTION
(a) In no event shall the aggregate Tax-Deferred, Matching and
Special Contributions of the Employers exceed the amount
deductible by the Employers for such Plan Year for income tax
purposes as a contribution to the Trust under the applicable
provisions of the Internal Revenue and all Participant Tax-
Deferred Contribution elections, Matching Contributions and
Special Contributions are specifically conditioned upon such
deductibility.
(b) All contributions of the Employers shall be in cash except
Matching Contributions and Special Contributions may be made in
the form of Company Stock.
3.05 ROLLOVER CONTRIBUTIONS:
(a) Effective as of January 1, 1993, and subject to Committee
procedures, a Covered Employee, regardless of whether he has
satisfied the participation requirements of Article 2, may
"rollover" in cash to the Trust Fund a
36
distribution that is from another plan which meets the
requirements of Section 401(a) of the Code (the "Other Plan").
(b) The procedures approved by the Committee shall include rules
providing that such rollover may be made only if the rollover
occurs on or before the 60th day following the Covered Employee's
receipt of the distribution from the Other Plan, however such
requirement shall not apply with respect to a direct rollover
from the Other Plan and the Committee may provide in its
procedures to waive the 60-day requirement with respect to a
rollover from a "Conduit IRA".
(c) If a Covered Employee had deposited a distribution previously
received from an Other Plan into an individual retirement account
(Conduit IRA) as defined in Section 408 of the Internal Revenue
Code, he may rollover the amount of such distribution plus
earnings thereon from the Conduit IRA to this Plan; provided such
rollover amount is deposited with the Trustee on or before the
60th day following receipt thereof from the Conduit IRA and
provided the Committee has
37
determined to waive the 60-day requirement of Section 3.05(b) on
behalf of all Covered Employees.
(d) The Committee shall develop such other procedures and may require
such information from a Covered Employee desiring to make a
rollover, as it deems necessary or desirable to determine that
the proposed rollover will meet the requirements of this Section
and that the amount rolled over qualifies for rollover treatment
pursuant to applicable provisions of the Code.
(e) Upon approval by the Committee, the amount rolled over shall be
deposited in the Trust Fund and shall be credited to the Covered
Employee's Rollover Account. Such account shall be 100 percent
vested and non-forfeitable at all times.
Upon such rollover by Covered Employee who is otherwise eligible
to participate in the Plan but who has not yet completed the
participation requirements of Section 2.02, his Rollover Account
shall represent his sole interest in the Plan until he becomes a
Participant.
38
(f) Only rollover contributions and direct rollovers from Other Plans
are allowed hereunder. A direct transfer of assets from another
tax-qualified plan to this Plan is not permitted.
(g) Until the Committee shall announce otherwise in writing to
Eligible Employees, the provisions of Sections 6.02 and 6.03 do
not apply to Rollover Accounts until the Covered Employee becomes
a Participant.
3.06 AFTER-TAX CONTRIBUTIONS
From and after January 1, 1987, voluntary after-tax contributions are
not permitted under this Plan. Voluntary after-tax contributions made
by a Participant prior to January 1, 1987 are maintained in his After-
Tax Account which is 100% vested and non-forfeitable at all times.
3.07 RETURN OF CONTRIBUTIONS
(a) If all or part of an Employer's deductions under Section 404 of
the Code for contributions to the Plan are disallowed by the
Internal Revenue
39
Service, the portion of the contributions to which that
disallowance applies shall be returned to the applicable
Employer(s) without interest but reduced by any investment loss
attributable to those contributions. The return shall be made
within one year after the disallowance of deduction.
(b) An Employer may recover without interest the amount of its
contributions to the Plan made on account of a mistake of fact,
reduced by any investment loss attributable to those
contributions, if recovery is made within one year after the date
of those contributions.
(c) In the event that Tax-Deferred Contributions are returned to the
Employers pursuant to this Section 3.07, the agreements to reduce
Compensation which were made by Participants on whose behalf
those contributions were made shall be void retroactively to the
beginning of the period for which those contributions were made.
The Tax-Deferred Contributions so returned shall be distributed
in cash to those Participants for whom those contributions were
made.
40
ARTICLE 4. ALLOCATION TO PARTICIPANTS ACCOUNTS
--------- -----------------------------------
4.01. INDIVIDUAL ACCOUNTS
(a) The Committee shall create and maintain adequate records to disclose
the interest in the Trust Fund of each Participant and Beneficiary.
Such records shall be in the form of individual accounts and credits
and charges shall be made to such accounts in the manner herein
described. When appropriate, a Participant shall have five separate
accounts, a Tax-Deferred Account, a Matching Account, a Special
Account, a Rollover Account or an After Tax Account. The maintenance
of individual accounts is only for accounting purposes, and a
segregation of the assets of the Trust Fund to each account shall not
be required. Distributions and withdrawals made from an account shall
be charged to the account as of the date paid.
(b) Under Article 7, Participants have a choice of investment funds so
that any reference in this Plan to a Tax-Deferred Account, a Matching
Account, a Special Account, a Rollover-Account or an After Tax Account
shall be deemed to mean and include all accounts which
41
are maintained for the Participant under each investment fund.
4.02 ACCOUNT ADJUSTMENTS
The accounts of Participants and Beneficiaries shall be adjusted
in accordance with the following:
(a) Income: The Income of the Trust Fund for each Valuation Period
shall be allocated to the accounts of Participants and
Beneficiaries who had unpaid balances in their accounts on the
last day of the Valuation Period in proportion to the balances in
such accounts at the beginning of the Valuation Period, but after
first reducing each such account balance by any distributions
from the account during the Valuation Period and increasing such
Account balance by 50% of the Tax-Deferred and Matching
Contributions made during the Valuation Period.
(b) Tax-Deferred Contributions: As of each Valuation Date, the Tax-
Deferred Contributions received by the Trust Fund during the
Valuation Period ending on such Valuation Date shall be allocated
to the
42
Tax-Deferred Accounts of the Participants on whose behalf such
contributions were made.
(c) Matching Contributions: As of each Valuation Date, the Matching
Contributions received by the Trust Fund during the Valuation
Period shall be allocated to the Matching Account of the
Participants on whose behalf such contributions were made.
(d) Special Contributions: As of each Valuation Date, Special
Contributions received by the Trust Fund during the Valuation
Period shall be allocated to the Special Accounts of Participants
who are not Highly Compensated Employees and who were actively
employed on the last day of the pay period for which the Special
Contribution was made. The allocation for each Participant
eligible to receive a share of the allocation shall be equal to
the total amount of the Special Contribution divided by the total
number of Participants eligible to receive an allocation of
Special Contributions. Therefore, each eligible Participant shall
receive the same dollar amount
43
of allocation of Special Contributions as each other eligible
Participant.
(e) Rollover Contributions: As of each Valuation Date, the Rollover
Contributions received by the Trust Fund during the Valuation
Period on behalf of a Participant shall be allocated to such
Participant's Rollover Account.
4.03. LIMITATION ON ALLOCATIONS
Notwithstanding any of the foregoing, the amount of contributions that
may be allocated to a Participant's Aggregate Account for a Plan Year
shall be subject to the limitations under Code sections 401(k), 401(m)
and 415 set forth in Article 13.
4.04 NO GUARANTEE
The Employers, the Committee and the Trustee do not guarantee the
Participants or their Beneficiaries against loss or depreciation or
fluctuation of the value of the assets of the Trust Fund.
44
4.05 ANNUAL STATEMENT OF ACCOUNTS
The Committee will furnish each Participant and each Beneficiary of a
deceased Participant, at least annually, a statement showing the value
of his Aggregate Account at the end of the Plan Year, and the
allocations to and distributions from his Accounts during the Plan
Year. No statement will be provided to a Participant or Beneficiary
after the Participant's entire vested and nonforfeitable interest in
his Accounts has been distributed.
45
ARTICLE 5. VESTING
--------- -------
5.01 NONFORFEITABILITY
Except as provided in Sections 1.38 and 10.07 and Article 13, the
interest of each Participant in his Aggregate Account shall be 100%
vested and non-forfeitable at all times.
5.02 SUSPENSION OF BENEFITS
The nonforfeitable Aggregate Account of a Participant who terminates
employment is not forfeited if he later has a Reemployment
Commencement Date. Payments to the Employee may be suspended, however,
until his later termination of employment. If the Employee is not an
Eligible Employee upon his Reemployment Commencement Date, the
provisions of Section 2.04 shall apply. To the extent required by law,
the notice of suspension of benefits described in Department of Labor
Regulation Section 2530.203-2(b)(4) shall be provided.
46
ARTICLE 6. DISTRIBUTIONS TO PARTICIPANTS AND BENEFICIARIES
--------- -----------------------------------------------
6.01. WITHDRAWALS FROM AFTER-TAX ACCOUNT
A Participant may elect to withdraw amounts credited to his After-Tax
Account. Such an election may only be made twice in each Plan Year and
the minimum withdrawal amount is $500, or if, lesser the total value
of a Participant's After-Tax Account. Elections under this Section
6.01 shall be on forms approved by the Committee for that purpose.
6.02. LOANS TO ACTIVE PARTICIPANTS
The Committee shall direct the Trustee to loan a Participant or
Alternate Payee who is actively employed by an Employer an amount from
his Tax-Deferred, Matching, Special and Rollover Accounts in
accordance with the rules of this Section.
(a) A Participant or Alternate Payee may have only one outstanding
loan at a time.
47
(b) A Participant's or Alternate Payee's loan shall not be less than
$1,000 and shall not exceed the lesser of (i) $50,000 reduced to
the extent of the Participant's or Alternate Payee's highest
outstanding loan balance during the immediately prior 12-month
period (ending the day before the new loan is granted) or 50% of
the total dollar value of the Participant's or Alternate Payee's
Tax-Deferred, After-Tax, Matching, Special and Rollover Accounts
as of the date the loan is made.
(c) All loans will require Spousal Consent.
(d) All loans shall be subject to the approval of the Committee and
to such rules or regulations as the Committee shall adopt.
(e) An application for a loan by a Participant or Alternate Payee
shall be made in writing to the Committee, whose action thereon
shall be final.
(f) The period of repayment for any loan shall be arrived at by
mutual agreement between the Committee and the borrower, but all
loans shall become due and payable upon termination of
48
employment. The repayment period shall be in full year increments
and shall not exceed four (4) years, except that a 10-year
repayment period may apply to any loan used for the purpose of
establishing a home which is the Participant's or Alternate
Payee's principal residence.
(g) Each loan shall be made at a reasonable rate of interest
determined by the Committee which as of the Effective Date and
thereafter has been the prime rate charged by the Bank of America
N.T. and S.A. (as of the last business day of the month preceding
the month in which a Participant's or Alternate's Payee's loan
application is submitted to the Committee) plus one percent. The
interest rate so determined with respect to a particular loan
shall be fixed for the duration of such loan. Each loan shall be
secured by the balance remaining in the borrower's Aggregate
Account or by such other security as the Committee may deem to be
adequate.
(h) Each loan shall be treated as a separate investment of the funds
credited to a
49
Participant's or Alternate Payee's Tax-Deferred, Matching,
Special or Rollover Account. Loan proceeds will be taken first
from the Participant's or Alternate Payee's Rollover Account, if
any, then his Tax-Deferred Account, then his Matching Account,
and finally, his Special Account, if any. Within the Tax-Deferred
Account and the Rollover Account, the loan amount is prorated
among the investment funds the Participant or Alternate Payee had
otherwise elected pursuant to Article 7. Loan payments will be
returned to the investment funds based on the Participant's or
Alternate Payee's current elections under Article 7.
(i) Loans may be repaid in full at any time after the first three
monthly payments are made, however partial prepayment is not
allowed.
(j) Upon the Participant's or Alternate Payee's termination of
employment, the full amount of the loan becomes due and payable,
regardless of whether a distribution is made pursuant to Section
6.04 at that time.
50
(k) Repayment of loans shall be by regular payroll deduction only,
and all loans shall be contingent on the borrower's and his
spouse's, if any, payroll deduction authorization. Loan payments
shall be transmitted to the Trustee in accordance with the
Committee's usual administrative practice.
(l) In accordance with Code Section 72(p)(3), the Committee shall
notify the borrower that no interest deduction can be claimed
with respect to any loan secured by the borrower's Tax-Deferred
Account.
(m) Loan applications will be processed within the time periods
established by the Committee in its administrative procedures.
(n) Loan defaults shall be treated as taxable distributions pursuant
to Code requirements, but may not be applied to the borrower's
collateral in his Tax-Deferred, Matching or Special Account until
such time as a distribution from such accounts could otherwise be
made under the Plan.
51
(o) Notwithstanding the preceding provisions of this Section, loans
may not be made from the Rollover Account of a Covered Employee
who is not a Participant unless the Committee announces in
writing to Eligible Employees that such loans are permissible.
(p) For the purposes of the Section, Alternate Payee has the meaning
set forth in Section 10.01.
6.03. HARDSHIP WITHDRAWALS
(a) Subject to the further requirements of this Section, a
Participant who has not terminated employment may request a
distribution in the event of the Participant's hardship, as
defined in this Section. Effective as of December 29, 1993, a
Participant who has terminated employment but has not received a
distribution of his Aggregate Account may make one request for a
distribution on account of a life threatening medical hardship. A
Covered Employee who has a Rollover Account but who is not a
Participant may not elect a hardship distribution from his
Rollover Account until he becomes a Participant or until the
Committee
52
announces in writing to Eligible Employees that such hardship
distributions are permissible.
(b) For Participants who have not terminated employment, hardship
withdrawals are limited to the excess of the total amount of the
Participant's Rollover Account, if any, plus the value of the
Participant's Tax-Deferred Account and Matching Account as of
December 31, 1988 plus the principle of the Participant's Tax-
Deferred Contributions made from and after January 1, 1989 over
any outstanding loan the Participant may have. For a Participant
who has terminated employment, the Participant must withdraw his
entire Aggregate Account in order to be eligible for a life-
threatening medical hardship withdrawal.
(c) A distribution will be on account of hardship only if the
distribution is necessary to satisfy an immediate and heavy
financial need of the Participant. For purposes of this Plan, a
distribution is made on account of an immediate and heavy
financial need of the Participant only if the distribution is for
(i) the payment of
53
medical expenses described in Code section 213(d) incurred (or,
from and after December 29, 1993, to be incurred) by the
Participant, the Participant's spouse or any dependents of the
Participant (as defined in Code section 1520, (ii) the purchase
(excluding mortgage payments) of a principal residence for the
Participant, (iii) the payment of tuition for the next twelve
months of post-secondary education for the Participant, his or
her spouse, children, or dependents, (iv) the need to prevent the
eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal
residence, or (v) if announced in writing to Participants by the
Committee, the payment of funeral expenses of a family member.
(d) A distribution will be considered necessary to satisfy an
immediate and heavy financial need of the Participant only if all
three of the following requirements are satisfied: (i) the
distribution to a Participant who has not terminated employment
is not in excess of the amount required to relieve the immediate
and heavy financial need of the Participant (taking into account
the taxable
54
nature of the distribution); (ii) the Participant represents in
writing, on forms provided by the Committee, that the need cannot
be relieved through reimbursement or compensation by insurance or
otherwise, by reasonable liquidation of the Participant's assets,
to the extent such liquidation would not itself cause an
immediate and heavy financial need, by cessation of Tax-Deferred
Contributions under the Plan, or by withdrawals, distributions
(other than hardship distributions) or nontaxable loans (at the
time of the loan) from this Plan or plans maintained by any
Employer or any Affiliated Employer or any other entity by which
the Participant is employed, or by borrowing from commercial
sources on reasonable commercial terms; and (iii) the Committee
determines that it can reasonably rely on the Participant's
written representation.
(e) Distributions pursuant to this Section will be made as soon as
practicable following the Committee's approval of the
Participant's written request for withdrawal and will be made in
the form of a two-party single lump sum payment. The Committee
may request any documentation it may
55
require from a Participant in order to make a determination that
the Participant is eligible for a hardship withdrawal hereunder.
(f) Upon making a hardship withdrawal, a Participant's Tax-Deferred
Contributions will be suspended for 12 months following the
hardship distribution and may only be resumed upon the
Participant's submission of an election to resume contributions
on a form approved by the Committee. A Participant's Tax Deferred
Contributions, if any, for the Plan Year following the hardship
withdrawal may not exceed the Section 402(g) Limit minus the
amount of Tax-Deferred Contributions he made in the Plan Year of
hardship withdrawal.
(g) All hardship withdrawal elections must be made on forms approved
by the Committee for that purpose and require Spousal Consent.
6.04 DISTRIBUTIONS ON ACCOUNT OF TERMINATION OF EMPLOYMENT
(a) Except as set forth in Section 6.04(c), below, distribution of a
Participant's Aggregate Account shall commence as soon as
practicable after the
56
Participant's termination of employment. A Participant's
distributable Aggregate Account is based on the value of that
Account as of the Valuation Date immediately proceeding the date
the Aggregate Account is to be distributed, except that there
will be added to the value of the Participant's Aggregate Account
the fair market value of any amounts allocated to his Aggregate
Account under Article 4 after that Valuation Date. If a loan is
outstanding from the Trust Fund to the Participant on the date of
distribution, the amount distributed will be reduced by the
outstanding loan balance. The distribution will be paid to the
Participant's Beneficiary in the event the Participant's
termination of employment is caused by his death. In all other
cases, payment will be made to the Participant.
(b) Distributions will be in the form of a lump sum cash payment
except that any portion of a Participant's Aggregate Account
which is invested in The Walt Disney Company Common Stock Fund
will be distributed in shares of Company Stock, plus cash for any
fractional shares. Notwithstanding
57
the foregoing, the recipient may elect that the entire
distribution be made in cash.
(c) If the Participant's termination of employment is due to reasons
other than death and if the amount of a Participant's Aggregate
Account exceeds $3,500, the Committee will not automatically
distribute the Participant's Aggregate Account prior to the
Participant's attainment of age 65. In lieu of payment at age 65,
the Participant may elect either one of the following:
(i) an immediate lump sum distribution, payable as soon as
practical after receipt of the Participant's election under
this Section 6.04(c), or
(ii) A deferred lump sum distribution payable upon the
Participant's attainment of age 55 or such older age as the
Participant shall elect, but not older than age 65.
The Participant shall have one year to make the above election.
Such one year shall be measured from the date the Committee mails
the Participant
58
an election notice specifying the Participant's options under
this Section 6.04(c). If the Participant fails to make an
election in such one-year period, he shall be deemed to have
elected the deferred payment under Section 6.04(c)(ii). Once an
election is made by a Participant pursuant to this Section it may
not be revoked, except that a Participant may elect to change the
age of distribution under 6.04(c)(ii) above at any time provided
the age remains between the ages of 55 and 65. All elections made
pursuant to this Section shall be on forms provided from the
Committee and shall be subject to Spousal Consent.
(d) If a Participant dies prior to receiving the lump sum
distribution of his Aggregate Account under this Section, the
distribution shall be paid to the Participant's Beneficiary, as
soon as practical after the Participant's death.
(e) It is possible for a Participant or Beneficiary to receive a
distribution under this Section before all Matching and Special
Contributions on behalf of the Participant are made to the Trust
Fund. In such case, such additional amounts shall be paid
59
to the Participant or Beneficiary as soon as practical after the
Trust Fund's receipt thereof.
(f) As provided in Section 5.02, if a Participant who terminated
employment again becomes an Employee before receiving a
distribution of his Aggregate Account, no distribution from the
Trust Fund will be made while he is an Employee, and amounts
distributable to him on account of his prior termination will be
held in the Trust Fund until he is again entitled to a
distribution under the Plan.
6.05 RESTRICTIONS AND REQUIREMENTS ON DISTRIBUTIONS
(a) Except for distributions permitted under this Article 6 with
respect to Participants who suffer a hardship, a Participant's
interest in the Plan will not be distributed before the
Participant's termination of employment or death unless: (i) the
Plan is terminated without the establishment or maintenance by
the Employers of another defined contribution plan (other than an
employee stock ownership plan as defined in Code section
4975(e)(7)) (ii) an Employer that is a corporation disposes of
all or substantially all of the assets used by the Employer in a
trade or business to a person other than an Employer or an
Affiliated Employer but only if the Participant continues
employment with the acquiring employer; or (iii) an Employer that
is a corporation
60
disposes of its interest in a subsidiary to a person other than
an Employer or an Affiliated Employer but only if the Participant
continues employment with the subsidiary. An event will not be
treated as described in clause (ii) or (iii) above unless the
Employer continues to maintain the Plan after the disposition.
(b) An event described in Section 6.05(a) that would otherwise permit
distribution of a Participant's interest in the Plan will not be
treated as described in Section 6.05(a) unless the Participant
receives a lump sum distribution by reason of the event. A lump
sum distribution for this purpose will be a distribution
described in Code section 402(e)(4), without regard to clauses
(i), (ii), (iii), and (iv) of subparagraph (A), subparagraph (B),
or subparagraph (H) thereof.
61
(c) The provisions of this Section 6.05(c) will apply to restrict the
Committee's ability to delay the commencement of distributions.
Except as otherwise provided in this Article 6, distribution of
the Participant's interest in his Aggregate Account shall begin
no later than the 60th day after the close of the Plan Year in
which occurs the latest of:
(i) The Participant's 65th birthday;
(ii) The tenth anniversary of the date on which he became a
Participant; or
(iii) The date he terminates services with an Employer or
Affiliated Employer.
(d) The following provisions will apply to limit a Participant's
ability to delay the distribution of benefits.
(i) Distribution of a Participant's entire Aggregate Account
will be made not later than April 1 following the calendar
year in which he attains age 70-1/2.
62
(ii) Notwithstanding Section 6.05(d)(i) above, if a Participant
attained age 70-1/2 before January 1, 1988 and was not a 5-
percent owner (as such term is defined in Code section
416(i)) at any time during the five-plan-year period ending
in the calendar year in which he attained age 70-1/2, then
distribution of his entire vested and nonforfeitable
interest will be made or commence not later than April 1
following the earlier of (A) the calendar year in which his
employment terminates, or (B) the calendar year in which he
becomes a 5-percent owner.
(iii) If a Participant attained age 70-1/2 during 1988 and had
not terminated employment as of January 1, 1989,
distribution of his entire vested and nonforfeitable
interest will be made or commence not later than April 1,
1990.
(e) In the event that any payments under this Plan are to be made to
someone other than the Participant or jointly to the Participant
and his spouse or
63
other payee, such payments must conform to the "incidental
benefit" rules of Code section 401(a)(9)(G) and Treasury
Regulation section 1.4019(a)(9)-2.
(f) Upon the death of a Participant, the following distribution
provisions will apply to limit the Beneficiary's ability to delay
distributions. If the Participant dies after distribution of his
benefit has begun, the remaining portion of his benefit, if any,
will continue to be distributed at least as rapidly as under the
method of distribution being used prior to the Participant's
death; but if he dies before distribution of his benefit
commences, his entire benefit will be distributed as soon as
practical after his death but no later than five years after his
death.
(g) Distributions under the Plan to Participants or Beneficiaries
will be made in accordance with Treasury Regulations issued under
Code section 401(a)(9).
(h) The Committee shall provide recipients of a benefit hereunder
with appropriate claim forms,
64
election forms, withholding forms and an officially approved
notice supplied by the Secretary of the Treasury which specifies
certain information regarding the federal income tax treatment of
Plan benefits paid in the form of a lump sum.
6.06 METHOD OF PAYMENT FOR ELIGIBLE ROLLOVER DISTRIBUTIONS
(a) Notwithstanding any provision of the Plan to the contrary,
effective January 1, 1993, if a Distributee is entitled to
receive an Eligible Rollover Distribution which exceeds $200, the
Distributee may elect, at the time and in the manner prescribed
by Committee, and in accordance with this Section 6.06, to have
his Eligible Rollover Distribution paid in accordance with one of
the following methods:
(i) All of the Eligible Rollover distribution shall be paid
directly to the Distributee;
(ii) All of the Eligible Rollover Distribution shall be paid as a
Direct Rollover to the
65
Eligible Retirement Plan designated by the Distributee; or
(iii) The portion of the Eligible Rollover as designated by the
Participant, which portion shall be at least $500 or such
lesser amount as the Committee shall determine, shall be
paid as a Direct Rollover to the Eligible Retirement Plan
designated by the Distributee and the balance of the
Eligible Rollover Distribution shall be paid directly to the
Distributee.
(b) No less than 30 days and no more than 90 days prior to the
Distributee's payment date, the Committee shall provide the
Distributee with an election form and a notice that satisfies the
requirements of Section 1.411(a)-11(c) of the Income Tax
Regulations and Section 402(f) of the Code. In the event the
Distributee does not return the signed election form by his
payment date, he shall be deemed to have elected the method of
Payment described in Section 6.06(a)(i).
66
(c) Notwithstanding the provisions of Section 6.06(b) above,
distributions paid in accordance with Section 6.06(a) may
commence less than 30 days after the material described in
Section 6.06(b) is given to the Distributee provided that:
(i) If the Distributee is the Participant, the value of the
Participant's Aggregate Account does not exceed $3,500;
(ii) The Distributee is notified that he has the right to a
period of at least 30 days after receipt of the material to
consider whether or not to elect a distribution; and
(iii) After receipt of such notification, he affirmatively elects
to receive a distribution.
(d) The following definitions apply to the terms used in this Section
6.06:
(i) "Eligible Rollover Distribution" means any distribution of
all or any portion of the balance to the credit of the
Distributee,
67
except that an Eligible Rollover Distribution does not
include:
(A) Any distribution that is one of a series of a
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the
Distributee's designated beneficiary, or for a specified
period of ten years or more;
(B) Any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code;
(C) The portion of any distribution that is not includible
in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect
to employer securities); and
68
(D) Any other type of distribution that the Internal Revenue
Service announces (pursuant to regulation, notice or
otherwise) is not an Eligible Rollover Distribution
pursuant to Section 402(c) of the Code.
(ii) "Eligible Retirement Plan" means an individual retirement
account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of
the Code, an annuity plan described in Section 403(a) of the
Code, or a qualified trust described in Section 401(a) of
the Code, that accepts the Distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover
Distribution to the surviving Spouse, an Eligible Retirement
Plan is an individual retirement account or individual
retirement annuity.
(iii) "Distributee" includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or
69
former spouse who is the alternate payee pursuant to a
qualified domestic relations order, as defined in Section
414(p) of the Code, are Distributees with regard to the
interest of the Spouse or former Spouse.
(iv) "Direct Rollover" means a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
6.07 RECAPTURE OF PAYMENTS
(a) By error, it is possible that payments to a Participant or
Beneficiary may exceed the amounts to which the recipient is
entitled. When notified of the error, the recipient must return
the excess to the Trust Fund. This requirement is limited where
explicit statutory provisions require limitation .
(b) To prevent hardship, repayment under Section 6.07(a) may be made
in installments, determined in the sole discretion of the
Committee. A repayment arrangement, however, may not be contrary
to law, and it may not be used as a disguised loan.
70
(c) If a Trustee is authorized by statue to recover some payments, no
Plan provision may be construed to contravene the statue.
71
ARTICLE 7. INVESTMENT ELECTIONS AND VOTING OF COMPANY STOCK
--------- ------------------------------------------------
7.01. INVESTMENT OPTIONS
(a) Except to the extent that a Participant's loan is considered a
separate investment pursuant to Section 6.02, each Participant
shall designate the investment fund under which his Tax-Deferred,
After Tax and Rollover Contributions are to be invested. All
Matching Contributions and Special Contributions shall be
invested in the Company Stock Fund.
(b) Effective as of June 30, 1992, there are seven such investment
funds, as follows:
(i) GUARANTEED INTEREST CONTRACT FUND ("GIC FUND")
The contracts in this fund are guaranteed by the issuing
insurance companies only and not by the Employers or the
Plan. Money in this fund is invested in group annuity
contracts issued by major life insurance companies or
72
other interest-bearing obligations with other financial
institutions. The interest rate payable reflects a blend of
the total return on investments made by this fund.
As of July 1, 1992, the GIC Fund will be closed to future
contributions and transfers from other funds. As the GICs
mature, fund balances will be reinvested in the Fidelity
Short-Intermediate Government Portfolio.
(ii) FIDELITY SHORT-INTERMEDIATE GOVERNMENT PORTFOLIO (FORMERLY
KNOWN AS THE FIDELITY INSTITUTIONAL SHORT-INTERMEDIATE
GOVERNMENT PORTFOLIO)
The objective of this portfolio is to seek a high level of
current income consistent with preservation of principal.
The portfolio invests only in fixed income securities issued
by the U.S. government or issued by U.S. government
agencies. It may also buy and sell options and futures
contracts relating to U.S. government or government agency
fixed income securities. The
73
portfolio generally has a dollar-weighted average maturity of
three to five years. The portfolio's share price, yield and
total return fluctuate because of several factors, and are not
guaranteed.
(iii) FIDELITY U.S. BOND INDEX PORTFOLIO
The objective of this portfolio is to provide investment
results which correspond to the total return on the Lehman
Brothers Aggregate Bond Index, a U.S. investment grade fixed
income index comprised of approximately 6,500 securities. The
portfolio invests in U.S. government, corporate, mortgage, and
asset-backed fixed income securities in proportion to their
representation in the Lehman Brothers Aggregate Bond Index. It
may also buy and sell options and futures contracts relating to
securities in its portfolio. The portfolio generally has a
dollar-weighted average maturity of eight to ten years. The
portfolio's share price, yield and total return fluctuate
because of several factors, and are not guaranteed.
74
(iv) FIDELITY BALANCED FUND
The objectives of this fund are to provide a high level of
current income while preserving capital, and consider
opportunities for capital appreciation. The fund invests in a
broadly diversified portfolio including U.S. government fixed
income securities, U.S. corporate fixed income securities, and
U.S. equity securities, and may buy and sell options and
futures contracts relating to securities in its portfolio. At
all times, the fund will maintain a minimum 25 percent exposure
to fixed income securities. The fund's share price, yield and
total return fluctuate because of several factors, and are not
guaranteed.
(v) FIDELITY U.S. EQUITY INDEX COMMINGLED POOL
The objective of this pool is to provide investment results
which correspond to the total return on the Standard and Poor's
500 Index, a U.S. equity index comprised of 500 equity
securities. The pool invests in these
75
equity securities in proportion to their market value weighting
in the S&P 500 Index. The Walt Disney Company Common Stock is a
stock in the S&P 500 Index, and thus may be held by this pool
(Company Stock represents approximately one percent of the S&P
500 Index). The pool may also buy and sell options and futures
contracts relating to securities in its portfolio. This is a
commingled pool managed by Fidelity Management Trust Company,
and is not a mutual fund. The pool's share price, yield and
total return fluctuate because of several factors, and are not
guaranteed.
(vi) FIDELITY MAGELLAN (R) FUND
The objective of this fund is to seek capital appreciation by
investing primarily in common stock and securities convertible
into common stock; however, up to 20 percent of the fund may be
invested in fixed income securities. The fund may also invest
in foreign securities, high-yield securities, and may buy and
sell options and futures contracts
76
relating to securities in the fund. Company Stock may be held
in the fund. The fund's share price, yield and total return
fluctuate because of several factors, and are not guaranteed.
(vii) THE WALT DISNEY COMPANY COMMON STOCK FUND
Money is invested entirely in Company Stock. The fund's share
price, yield and total return fluctuate in direct correlation
with the stock market and the characteristics of Company Stock,
and are not guaranteed.
(c) Upon Plan enrollment, a Participant shall choose to invest his
contributions in one or any combination of the available investment
funds in multiples of 10%.
(d) A Participant may change his election of investment funds with respect
to his future contributions four times each Plan Year, in multiples of
10%.
77
(e) A Participant may transfer the current value of his Tax-Deferred,
After-Tax and Rollover Account four times each Plan Year in multiples
of 10%. However, a Participant may not make a direct transfer of funds
between the GIC Fund and the Fidelity Short-Intermediate Government
Portfolio or the Fidelity U.S. Bond Index Portfolio. Amounts
transferred from the GIC Fund must be invested in one or more of the
other investment choices for a period of three months or more before
the amounts can be transferred into the Fidelity Short-Intermediate
Government Portfolio or the Fidelity U.S. Bond Index Portfolio. No
amounts may be transferred to the GIC Fund from and after July 1,
1992.
(f) If a Participant dies, his Beneficiary has the same investment
elections rights as the Participant had prior to his death, until the
Participant's Aggregate Account is distributed to the Beneficiary.
(g) Subject to the provision of Section 7.01(h), the Committee shall adopt
such rules and procedures as it deems advisable with respect to all
matters
78
relating to the selection and use of the investment funds, provided
that all Participant's are treated uniformly. If there is an
inconsistency between such rules and the provisions of the preceding
provisions of this Section 7.01, such preceding provisions shall be
disregarded.
(h) The Plan is intended to constitute a Plan described in Section 404(c)
of ERISA and Title 29 of the Code of Federal Regulations, Section
2550.404c-1. As such, the Plan's fiduciaries may be relieved of
liability for any losses which are the direct and necessary result of
investment instructions given by a Participant or a Beneficiary.
(i) Each Participant is solely responsible for the selection of his
investment options. The Trustee, the Committee, the Employers, and the
officers, supervisors and other employees of the Employers are not
empowered to advise a Participant as to the manner in which his
accounts shall be invested. The fact that an Investment Fund is
available to Participants for investment under the
79
Plan shall not be construed as a recommendation for investment in
that particular Investment Fund.
7.02 VOTING OF COMPANY STOCK
(a) Until the Committee announces otherwise, the provisions of this
Section apply to all Company Stock held in The Walt Disney
Company Common Stock Fund.
(b) A Participant may direct the Committee to direct the Trustee
involved in any voting of Company Stock in the Participant's
Aggregate Account using the rules in this Section. Voting shares
of Company Stock held in The Walt Disney Company Common Stock
Fund may be voted by the Trustee holding those shares only
according to the written instructions of the Participant whose
Aggregate Account holds the shares. Such shares that are
unallocated, if any, as of any voting record date or such shares
as to which that Trustee receives no written instructions must be
voted by the Trustee on each matter in the same ratio (for
against, and abstention) as the Trustee was instructed (or
abstentions upon a failure to
80
instruct) with respect to other identical shares eligible to vote on
such matter as to which direction was received. Options and other
rights (for example, tender tights) inuring to the benefit of shares
of Company Stock allocated to a Participant's Aggregate Account may be
exercised by the Trustee holding those shares only according to the
written instruction of the Participant whose Aggregate Account holds
the shares. Options and similar rights (for example, tender rights)
inuring to the benefit of such shares that are unallocated, if any,
must be exercised by the Trustee holding those shares according to the
same principles set forth in this Section with regard to voting
rights. Participant directions pursuant to this Section may be
itemized or a general (blanket) authorization.
(c) Whenever a Participant's right to voting or a similar right (such as
tender right) is at hand, the Committee must see that the Participants
receive all notices, prospectuses, financial statements, proxies, and
proxy solicitation materials relating to shares of Company Stock held
for their Aggregate Accounts.
81
ARTICLE 8. ADMINISTRATION OF PLAN
--------- ----------------------
8.01 APPOINTMENT OF PLAN COMMITTEE
The general administration of the Plan and the responsibility for
carrying out the provisions of the Plan shall be placed with a
Committee, consisting of not less than 3 persons, appointed by the
Board of Directors to serve at the pleasure of such Board. Any member
of the Committee may resign by delivering his written resignation to
the Board of Directors.
8.02 DUTIES OF COMMITTEE
The members of the Committee shall elect a chairman from their number
and a secretary who may be but need not be one of the members of the
Committee; may appoint from their number such subcommittees with such
powers as they shall determine; and may authorize one or more of their
number or any agent to execute or deliver any instrument or make any
payment on their behalf. In addition, the Committee may retain
counsel, employ agents and provide for such clerical, accounting,
actuarial and consulting services as they may require
82
in carrying out the provisions of the Plan; and may allocate among
themselves or delegate all or such portion of the duties under the
Plan, other than those granted to the Trustee under the trust
agreement adopted for use in implementing the Plan, as they, in their
sole discretion, shall decide.
8.03 MEETINGS
The Committee shall hold meetings upon such notice, at such place or
places, and at such time or times as it may from time to time
determine.
8.04 QUORUM
Any act which the Plan authorizes or requires the Committee to do may
be done by a majority of a quorum of members. A quorum is 50% of all
members of the Committee then in office. The action of that majority
expressed from time to time by a vote at a meeting or in writing
without a meeting shall constitute the action of the Committee and
shall have the same effect for all purposes as if assented to by all
members of the Committee at the time in office.
83
8.05 COMPENSATION AND BONDING
No member of the Committee shall receive any compensation from the
Plan for his services as such. Except as may otherwise be required by
law, no bond or other security need be required of any member in that
capacity in any jurisdiction.
8.06 ESTABLISHMENT OF RULES AND INTERPRETATION OF PLAN
Subject to the limitations of the Plan, the Committee from time to
time shall establish rules for the administration of the Plan and the
transaction of its business as it deems necessary or appropriate. The
Committee shall have the power to construe and interpret the plan,
decide all questions of eligibility, and determine the amount, manner
and time of payment of any benefits hereunder. The determination of
the Committee as to any disputed question shall be conclusive.
8.07 PRUDENT CONDUCT
The Committee shall use that degree of care, skill,
84
prudence and diligence that a prudent man acting in a like capacity
and familiar with such matters would use in his conduct of a similar
situation.
8.08 SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY
Any individual, entity or group of persons may serve in more than one
fiduciary capacity with respect to the Plan and/or the funds of the
Plan.
8.09 LIMITATION OF LIABILITY
The Board of Directors, the Committee, the Employees and any officer,
employee or agent of an Employer or an Affiliated Employer shall not
incur any liability individually or on behalf of any other individuals
or on behalf of an Employer or an Affiliated Employer for any act or
failure to act, made in good faith in relation to the Plan or the
funds of the Plan. However, this limitation shall not act to relieve
any such individual, an Employer or an Affiliated Employer from a
responsibility or liability for any fiduciary responsibility,
obligation or duty under Part 4, Title 1 of ERISA.
85
8. 10 INDEMNIFICATION
The Committee, the Board of Directors, and the officers, employees and
agents of the Employers or an Affiliated Employer shall be indemnified
against any and all liabilities arising by reason of any act, or
failure to act, in relation to the Plan or the funds of the Plan,
including, without limitation, expenses reasonably incurred in the
defense of any claim relating to the Plan or the funds of the Plan,
and amounts paid in any compromise or settlement relating to the Plan
or the funds of the Plan, except for actions or failures to act made
in bad faith. The foregoing indemnification shall be from the funds of
the Plan to the extent of those funds and to the extent permitted
under applicable law; otherwise from the assets of the Employers.
8.11 EXPENSES OF ADMINISTRATION
All expenses incurred prior to the termination of the Plan which shall
arise in connection with the administration of the Plan, including but
not limited to the compensation of the Trustee, administrative
86
expenses and proper charges and disbursements of the Trustee and
compensation and other expenses and charges of any enrolled actuary,
counsel, accountant, specialist, or other person who shall be employed
by the Committee in connection with the administration thereof, shall
be paid from the Trust Fund to the extent not paid by the Employers.
8.12 CLAIMS PROCEDURES
The Committee will ordinarily instruct the Trustee to pay benefits
when benefits become available without the necessity of a claim by
Participants, Contingent Annuitants or Beneficiaries. If any
Participant, Contingent Annuitant or Beneficiary makes a written claim
for benefits under the Plan and such benefits are denied, the
Committee, within 60 days of the date the claim is filed (or, if
special circumstances require an extension of time for processing the
claim and written notice is given to the claimant of such extension,
up to 120 days after the original claim is filed), shall give the
claimant notice in writing of the denial of claimed benefits, setting
forth specific reasons for the denial, references to pertinent Plan
provisions, the reason for and description of any additional
87
material or information needed to perfect the claim and an explanation
of the review procedure. The decision of the Committee shall be final
unless the claimant, within 60 days after receipt of notice of the
decision of the Committee, makes a written request for review of the
decision. The claimant or his authorized representative shall have 30
days after submitting a written request for review during which Plan
documents may be reviewed and written issues and comments may be
submitted. Within 60 days after receipt of the written request for
review, the Committee shall issue a written decision including reasons
for the decision and references to controlling Plan provisions, which
decision shall be final.
88
ARTICLE 9. MANAGEMENT OF FUNDS
--------- -------------------
9.01 TRUST AGREEMENT
All the funds of the Plan shall be held by a Trustee appointed from
time to time by the Board of Directors under a Trust Agreement
adopted, or as amended, by the Board of Directors for use in providing
the benefits of the Plan and paying its expenses not paid directly by
the Employers. The Employers shall have no liability for the payment
of benefits under the Plan nor for the administration of the funds
paid over to the Trustee.
9.02 EXCLUSIVE BENEFIT RULE
Except as otherwise provided in the Plan, no part of the corpus or
income of the funds of the Plan shall be used for, or diverted to,
purposes other than for the exclusive benefit of Participants and
other persons entitled to benefits under the Plan before satisfaction
of all liabilities with respect to them. No person shall have any
interest in or right to any part of the earnings of the funds of the
Plan, or any right in, or
89
to, any part of the assets held under the Plan, except as to and to
the extent expressly provided in the Plan.
9.03 COMMITTEE POWER AND DUTIES
(a) The Committee may, in its discretion, appoint one or more
investment managers (within the meaning of Section 3(38) of
ERISA) to manage (including the power to acquire and dispose of)
all or part of the assets of the Plan, as the Committee shall
designate. In that event, authority over and responsibility for
the management of the assets so designated shall be the sole
responsibility of that investment manager.
(b) The Committee shall have the duty to advise any investment
adviser or person (including any investment manager) with
discretionary investment authority over all or a portion of the
Plan's Trust Fund of the investment objectives which such person
should observe. Such advice should, looking at the assets of the
Plan as a whole, take into account the short-term cash needs for
benefit payment as well as the long-term growth needed to
discharge the Plan's liabilities. The Committee
90
shall review and report to the Board of Directors concerning the
performance of all investment advisers and persons with
discretionary investment authority and make such changes in the
appointment of such persons as it deems advisable, except that
any replacement of the Trustee may be made only by the Board of
Directors upon the recommendation of the Committee. The Committee
shall also have the power and authority specified in any
agreements with the Trustee or any investment adviser or
investment manager.
(c) With the approval of the Committee, a portion of the Plan's Trust
Fund may be invested in the Trustee's certificates of deposit, or
in the Trustee's pooled or commingled qualified trust funds.
(d) Notwithstanding the foregoing, the Trust Fund shall consist of
the seven separate Investment Funds as provided in Article 7, and
to the extent required by Participant elections, may be fully
invested in Company Stock.
91
(e) The Committee shall prepare not less than once per year a report
of its actions, recommendations and investments and shall deliver
a copy of such report to the Board of Directors.
92
ARTICLE 10. GENERAL PROVISIONS
---------- ------------------
10.01 NONALIENATION
Except as provided in Section 6.02 or as required by any applicable
law, no benefit under the Plan shall in any manner be anticipated,
assigned or alienated, and any attempt to do so shall be void.
However, payment shall be made in accordance with the provisions of
any judgment, decree, or order which:
(a) Creates for, or assigns to, a spouse, former spouse, child or
other dependent of a Participant ("Alternate Payee") the right to
receive all or a portion of the Participant's benefits under the
Plan for the purpose of providing child support, alimony payments
or marital property rights to that spouse, child or dependent;
(b) Is made pursuant to a state domestic relations law;
93
(c) Does not require the Plan to provide any type of benefit, or any
option, not otherwise provided under the Plan; and
(d) Otherwise meets the requirements of Section 206(d) of ERISA, as
amended, as a "Qualified Domestic Relations Order", as determined
by the Committee.
10.02 NO CONTRACT OF EMPLOYMENT
The Plan shall not be deemed to constitute a contract between any
Employer and any person or to be considered an inducement for the
employment of any person by any Employer. Nothing contained in the
Plan shall be deemed:
(a) To give any person the right to be retained in the service of an
Employer; or
(b) To interfere with the right of any Employer to discharge any
person at any time without regard to the effect which such
discharge shall have upon his rights or potential rights, if any,
under the Plan.
94
10.03 FACILITY OF PAYMENT
If the Committee shall find that a Participant or other person
entitled to a benefit is unable to care for his affairs because of
illness or accident or is a minor, the Committee may direct that any
benefit due him, unless claim shall have been made for the benefit by
a duly appointed legal representative, be paid to his spouse, a child,
a parent or other blood relative, or to a person with whom he resides.
Any payment so made shall be a complete discharge of the liabilities
of the Plan for that benefit.
10.04 INFORMATION
Each Participant, Beneficiary or other person entitled to a benefit,
before any benefit shall be payable to him or on his account under the
Plan, shall file with the Committee the information that it shall
require to establish his rights and benefits under the Plan.
95
10.05 CONSTRUCTION
(a) Governing Laws. Except as otherwise provided by ERISA, this Plan
--------------
and all provisions thereof shall be construed and administered
according to the laws of the State of California.
(b) Title and Headings not to Control. The titles to the Articles and
---------------------------------
the headings of Sections in the Plan are placed herein for
convenience of reference only, and in the case of any conflict,
the text of this instrument rather than such titles or headings
shall control.
(c) Gender and Person. The masculine pronoun shall include the
-----------------
feminine, the feminine pronoun shall include the masculine and
the singular shall include the plural wherever the context so
requires.
10.06 PROOF OF DEATH AND RIGHT OF BENEFICIARY OR OTHER PERSON
The Committee may require and rely upon such proof of death and such
evidence of the right of any Beneficiary
96
or other person to receive the value of the Plan benefits of a
deceased Participant as the Committee may deem proper, and its
determination of death and of the right of that Beneficiary or other
person to receive payment shall be conclusive.
10.07 FAILURE TO LOCATE RECIPIENT
In the event that the Committee is unable to locate a Participant or
Beneficiary who is entitled to payment under the Plan within 5 years
from the date such payment was to have been made, the amount to which
such Participant or Beneficiary was entitled shall be declared a
forfeiture and shall be used to reduce future Matching Contributions
to the Plan. If the Participant or Beneficiary is later located, the
benefit which was previously forfeited hereunder shall be restored by
means of additional Employer contributions to the Plan.
97
ARTICLE 11. AMENDMENT, MERGER AND TERMINATION
---------- ---------------------------------
11.01 AMENDMENT OF PLAN
The Company, acting through the Board of Directors reserves the right
at any time and from time to time, and retroactively if deemed
necessary or appropriate, to amend in whole or in part any or all of
the provisions of the Plan. Effective as of November 21, 1994, the
Committee may also amend the Plan provided that any amendment adopted
by the Committee may not have an impact on the Company's annual
expense of more than five million dollars, except that such five
million dollar limitation shall not apply to amendments necessary to
comply with laws or regulations. However, no amendment shall make it
possible for any part of the funds of the Plan to be used for, or
diverted to, purposes other than for the exclusive benefit of persons
entitled to benefits under the Plan. No amendment shall be made which
has the effect of decreasing the accrued benefits of any Participant
or of reducing the nonforfeitable percentage of the accrued benefits
of a Participant below the nonforfeitable percentage computed under
the Plan as in
98
effect on the date on which the amendment is adopted or, if later, the
date on which the amendment becomes effective. Any action required or
permitted to be taken by the Board of Directors or the Committee under
the Plan shall be by resolution adopted by the Board of Directors or
the Committee at a meeting held either in person or by telephone or
other electronic means, or by unanimous written consent in lieu of a
meeting. Notwithstanding the foregoing, any right of the Company or
the Committee to amend the Plan (except for amendments required by law
or non-material amendments which are administrative in nature) or any
right of the Company to cause mergers or asset and liability transfers
or any right of the Employers to take a reversion of the Suspense
Account (as defined in Section 13.04(a))terminate as of the date there
is a Change in Control of the Company which is defined as follows:
(l) any person (within the meaning of Sections 13(d) and 14(d)(2)
of the Securities Exchange Act of 1934) is or becomes the
beneficial owner, directly or indirectly, to securities of the
Company representing fifty percent or more of the combined
99
voting power of the Company's then outstanding securities; or
(2) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors
cease for any reason to constitute at least a majority of the
Board of Directors, unless the election (or the nomination for
election by the Company shareholders) of each new director was
approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the
period.
11.02 MERGER OR CONSOLIDATION
The Plan may not be merged or consolidated with, and its assets or
liabilities may not be transferred to, any other plan unless each
person entitled to benefits under the Plan would, if the resulting
plan were then terminated, receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than
the benefit he would have been entitled to receive immediately before
the merger, consolidation, or transfer if the Plan had then
terminated.
100
11.03 ADDITIONAL PARTICIPATING EMPLOYERS
(a) If any company is or becomes a subsidiary of or associated with
an Employer, the Company may include the employees of that
subsidiary or associated company as participants in the Plan
upon appropriate action by that company necessary to adopt the
Plan. In that event, or if any persons become Employees of an
Employer as the result of merger or consolidation or as the
result of acquisition of all or part of the assets or business
of another company, the Company shall determine to what extent,
if any, previous service with the subsidiary or associated
company shall be recognized under the Plan, but subject to the
continued qualification of the trust for the Plan as tax-exempt
under the Code.
(b) Any Employer may terminate its participation in the Plan upon
appropriate action by it. In that event the assets of the Plan
held on account of Participants in the employ of that Employer,
and any unpaid Aggregate Accounts of all Participants
101
who have separated from the employ of that Employer, shall be
determined by the Committee. Subject to the provisions of
Section 6.05, those assets shall be distributed as provided in
Section 11.05 if the Plan is terminated or partially terminated
as a result of the withdrawal of such Employer. Otherwise,
benefits payable to Employees employed by the withdrawing
Employer shall be payable to such Employee when due under the
Plan, but such Employees shall not be considered Eligible
Employees from and after the date of withdrawal by their
Employer.
11.04 TERMINATION OF PLAN
The Company may terminate the Plan for any reason at any time.
11.05 DISTRIBUTION OF ASSETS ON PLAN TERMINATION OR A COMPLETE
DISCONTINUANCE OF CONTRIBUTIONS
(a) Subject to the provisions of Section 6.05, in case of
termination of the Plan, or a complete discontinuance of
contributions under the Plan, the rights of Participants to the
benefits accrued
102
under the Plan to date of termination or discontinuance of
contributions, shall remain fully vested and nonforfeitable.
(b) Upon Plan termination or discontinuance of contributions, the
Committee shall instruct the Trustee to allocate any
unallocated assets of the Trust Fund (exclusive of any Suspense
Account as defined in Section 13.04(a)) among the Aggregate
Accounts of Participants and Beneficiaries in accordance with
the provisions of Article 5.
(c) After providing for payment of any expenses properly chargeable
against the Trust Fund, the Committee may direct the Trustee to
distribute assets remaining in the Trust Fund. Assets in any
Suspense Account must be returned to the Employers in kind,
unless there has been a Change of Control as provided in
Section 11.01. Distributions to Participants or Beneficiaries
may be in cash or in kind and are not subject to the regular
distribution provisions of this Plan except distributions must
be in a form that the Committee determines consistent with
statutory requirements. Except as specifically provided by law,
the
103
Committee's determination is conclusive on all persons.
(d) In the event of a partial termination of the Plan, the
provisions of this Section shall be applicable to the
Participants affected by the partial termination.
11.06 NOTIFICATION OF TERMINATION
Upon a termination of the Plan in accordance with this Article, the
Committee shall notify the Employers, the Trustee, the Participants
and all other necessary parties. The Committee shall thereafter
continue the administration of the Plan for the purpose of winding up
its affairs and may take all action reasonably required to accomplish
such purpose.
11.07 CHANGE IN CONTROL
Notwithstanding any other provision of this Plan to the contrary, in
the event of a Change in Control as defined in Section 11.01, any
residual assets of the trust fund held in a Suspense Account as
defined in Section 13.04(a) must be used to provide additional
104
benefits to the Participants, in proportion to their relative
Compensation, or in a per capita allocation, as the Committee shall
determine. If necessary to avoid tax disqualification of the Plan,
such additional benefits shall be provided to the Participants as
additional compensation after the Employers have taken the value of
the Suspense Account as defined in Section 13.04(a) into taxable
income.
105
ARTICLE 12. TOP-HEAVY PROVISIONS
---------- --------------------
12.01. PRIORITY OVER OTHER PLAN PROVISIONS
If the Plan is or becomes a Top-Heavy Plan in any Plan Year, the
provisions of this Article will supersede any conflicting provisions
of the Plan. However, the provisions of this Article will not operate
to increase the rights or benefits of Participants under the Plan
except to the extent required by the Code section 416 and other
provisions of law applicable to Top-Heavy Plans.
12.02 DEFINITIONS USED IN THIS ARTICLE
The following words and phrases, when used with initial capital
letters, will have the meanings, set forth below.
(a) "DEFINED BENEFIT DOLLAR LIMITATION" means the limitation
described in Section 13.02(f).
106
(b) "DEFINED BENEFIT PLAN" means the qualified plan described in
Section 13.02(h).
(c) "DEFINED CONTRIBUTION DOLLAR LIMITATION" means the limitation
described in Section 13.02(i).
(d) "DEFINED CONTRIBUTION PLAN" means the tax-qualified plan
described in Section 13.02(k).
(e) "DETERMINATION DATE" means for the first Plan Year of the Plan,
the last day of the Plan Year and for any subsequent Plan Year,
the last day of the preceding Plan Year.
(f) "DETERMINATION PERIOD" means the Plan Year containing the
Determination Date and the four preceding Plan Years.
(g) "INCLUDABLE COMPENSATION" means Section 415 Compensation
limited each year by the Maximum Compensation Limitation.
(h) "KEY EMPLOYEE" means any Employee or former Employee (and the
Beneficiary of a deceased Employee) who at any time during the
Determination
107
Period was (i) an officer of an Employer or an Affiliated
Employer, if such individual's Includable Compensation
(modified as described below) exceeds 50% of the Defined
Benefit Dollar Limitation, (ii) an owner (or considered an
owner under Code section 318) of one of the ten largest
interests in an Employer or an Affiliated Employer, if such
individual's Includable Compensation exceeds the Defined
Contribution Dollar Limitation, (iii) a 5-percent owner of an
Employer or an Affiliated Employer, or (iv) a l-percent owner
of an Employer or an Affiliated Employer who has annual
Includable Compensation of more than $150,000. The
determination of who is a Key Employee will be made in
accordance with Code section 416(i).
(i) "MINIMUM ALLOCATION" means the allocation described in the
first sentence of Section 12.03.
(j) "PERMISSIVE AGGREGATION GROUP" means the Required Aggregation
Group of Qualified Plans plus any other qualified plan or
qualified plans of an Employer or an Affiliated Employer which,
when considered as a group with the Required
108
Aggregation Group, would continue to satisfy the requirements
of Code sections 401(a)(4) and 410 (including simplified
employee pension plans).
(k) "PRESENT VALUE" means present value based only on the interest
and mortality rates specified in a Defined Benefit Plan.
(l) "REQUIRED AGGREGATION GROUP" means the group of plans
consisting of (i) each qualified plan (including simplified
employee pension plans) of an Employer or an Affiliated
Employer which enables a Qualified Plan to meet the
requirements of Code sections 401(a)(4) or 410.
(m) "TOP-HEAVY PLAN" means the Plan for any Plan Year in which any
of the following conditions exists: (i) if the Top-Heavy Ratio
for the Plan exceeds 60% and the Plan is not a part of any
Required Aggregation Group or Permissive Aggregation Group of
qualified plans; (ii) if the Plan is a part of a Required
Aggregation Group but not part of a Permissive Aggregation
Group of qualified plans and the Top-Heavy Ratio for the
Required Aggregation Group exceeds 60%; or (iii) if the
109
Plan is a part of a Required Aggregation Group and part of a
Permissive Aggregation Group of qualified plans and the Top-
Heavy Ratio for the Permissive Aggregation Group exceeds 60%.
(n) "TOP-HEAVY RATIO" means a fraction, the numerator of which is
the sum of the Present Value of accrued benefits and the
account balances (as required by Code section 416)) of all Key
Employees with respect to such Qualified Plans as of the
Determination Date (including any part of any accrued benefit
or account balance distributed during the five-year period
ending on the Determination Date), and the denominator of which
is the sum of the Present Value of the accrued benefits and the
account balances (including any part of any accrued benefit or
account balance distributed in the five-year period ending on
the Determination Date) of all Employees with respect to such
qualified plans as of the Determination Date. The value of
account balances and the Present Value of accrued benefits will
be determined as of the most recent Top-Heavy Valuation Date
that fails within or ends with the 12-month period ending on
the Determination Date,
110
except as provided in Code section 416 for the first and second
Plan Years of a Defined Benefit Plan. The account balances and
accrued benefits of a participant who is not a Key Employee but
who was a Key Employee in a prior year will be disregarded. The
calculation of the Top-Heavy Ratio, and the extent to which
distributions, rollovers, transfers and contributions unpaid as
of the Determination Date are taken into account will be made
in accordance with Code section 416. Employee contributions
described in Code section 219(e)(2) will not be taken into
account for purposes of computing the Top-Heavy Ratio. When
aggregating plans, the value of account balances and accrued
benefits will be calculated with reference to the Determination
Dates that fall within the same calendar year. The accrued
benefit of any Employee other than a Key Employee will be
determined under the method, if any, that uniformly applies for
accrual purposes under all Qualified Plans maintained by an
Employer or an Affiliated Employer and included in a Required
Aggregation Group or a Permissive Aggregation Group or, if
there is no such method, as if the benefit accrued not more
rapidly than the slowest
111
accrual rate permitted under the fractional accrual rate of
Code section 411(b)(1)(C). Notwithstanding the foregoing, the
account balances and accrued benefits of any Employee who has
not performed services for an employer maintaining any of the
aggregated plans during the five-year period ending on the
Determination Date will not be taken into account for purposes
of this subsection.
(o) "TOP-HEAVY VALUATION DATE" means the last day of each Plan
Year.
12.03 MINIMUM ALLOCATION
(a) For any Plan Year in which the Plan is a Top-Heavy Plan, each
Participant who is not a Key Employee will receive an
allocation of Employer contributions of not less than the
lesser of 3% of his Includable Compensation for such Plan Year
or the percentage of Includable Compensation that equals the
largest percentage of Participating Employer contributions and
forfeitures allocated to a Key Employee. The Minimum Allocation
is determined without regard to any Social Security
112
contribution. Tax-Deferred Contributions made on behalf of
Participants who are not Key Employees will not be treated as
Employer contributions for purposes of the Minimum Allocation
in Plan Years beginning after December 31, 1988. Matching
Contributions that are allocated to Participants who are not
Key Employees and that are taken into account in determining a
Participant's Deferral Percentage or Contribution Percentage
for a Plan Year beginning after December 31, 1988 will not be
treated as Employer contributions for such Plan Year for
purposes of the Minimum Allocation. The Minimum Allocation
applies even though under other Plan provisions the Participant
would not otherwise be entitled to receive an allocation, or
would have received a lesser allocation for the Plan Year
because (i) the non-Key Employee fails to make mandatory
contributions to the Plan, (ii) the non-Key Employee's
Includable Compensation is less than a stated amount, or (iii)
the non-Key Employee fails to complete 1,000 Hours of Service
in the Plan Year.
(b) No Minimum Allocation will be provided pursuant to subsection
(a) to a Participant who is not
113
employed by an Employer or an Affiliated Employer on the last
day of the Plan Year.
(c) If an Employer or an Affiliated Employer maintains one or more
other Defined Contribution Plans covering Employees who are
Participants in this Plan, the Minimum Allocation will be
provided under this Plan, unless such other Defined
Contribution Plans make explicit reference to this Plan and
provide that the Minimum Allocation will not be provided under
this Plan, in which the provisions of subsection (a) will not
apply to any Participant covered under such other Defined
Contribution Plans. If an Employer or an Affiliated Employer
maintains one or more Defined Benefit Plans covering Employees
who are Participants in this Plan, and such Defined Benefit
Plans provide that Employees who are participants therein will
accrue the minimum benefit applicable to top-heavy Defined
Benefit Plans notwithstanding their participation in this Plan
then the provisions of subsection (a) will not apply to any
Participant covered under such Defined Benefit Plans. If an
Employer or an Affiliated Employer maintains one or more
Defined
114
Benefit Plans covering Employees who are Participants in this
Plan, and the provisions of the preceding sentence do not
apply, then each Participant who is not a Key Employee and who
is covered by such Defined Benefit Plans will receive a Minimum
Allocation determined by applying the provisions of subsection
(a) with the substitution of "5%" in each place that "3%"
occurs therein.
(d) The Participant's Minimum Allocation, to the extent required to
be nonforfeitable under Code section 416(b) and the special
vesting schedule provided in this Article, may not be forfeited
under Code section 411(a)(3)(B)(relating to suspension of
benefits on reemployment) or 411(a)(3)(D) (relating to
withdrawal of mandatory contributions).
12.04 MODIFICATION OF AGGREGATE BENEFIT LIMIT
(a) Subject to the provisions of subsection (b), in any Plan Year
in which the Top-Heavy Ratio exceeds 60%, the aggregate benefit
limit described in Article 13 will be modified by substituting
"100%" for "125%" in Sections 13.02(h) and (k).
115
(b) The modification of the aggregate benefit limit described in
subsection (a) will not be required if the Top-Heavy Ratio does
not exceed 90% and one of the following conditions is met: (i)
Employees who are not Key Employees do not participate in both
a Defined Benefit Plan and a Defined Contribution Plan which
are in the Required Aggregation Group, and the Minimum
Allocation requirements of Section 12.03(a) are met when such
requirements are applied with the substitution of "4%" for
"3%"; (ii) the Minimum Allocation requirements of Section 12.03
(c) are met when such requirements are applied with the
substitution of "7 1/2%" for "5%"; or (iii) Employees who are
not Key Employees have an accrued benefit of not less than 3%
of their average Includable Compensation for the five
consecutive Plan Years in which they had the highest Includable
Compensation multiplied by their Years of Service in which the
Plan is a Top-Heavy Plan (not to exceed a total such benefit of
30%) expressed as a life annuity commencing at the
Participant's normal retirement age in a Defined Benefit Plan
which is in the Required Aggregation Group.
116
12.05 MINIMUM VESTING
The vesting provided in Article 5 exceeds the minimum vesting of
Section 416 of the Code and hence special minimum top-heavy vesting
requirements are not required under this Plan.
117
ARTICLE 13. LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS TO PARTICIPANTS'
-------------------------------------------------------------
ACCOUNTS
--------
13.01 PRIORITY OVER OTHER CONTRIBUTION AND ALLOCATION PROVISIONS
The provisions set forth in this Article will supersede any
conflicting provisions of Articles 3 and 4.
13.02 DEFINITIONS USED IN THIS ARTICLE
The following words and phrases, when used with initial capital
letters, will have the meanings set forth below.
(a) "ANNUAL ADDITION" means the sum of the following amounts with
respect to all qualified plans and welfare benefit funds
maintained by the Employers and Affiliated Employers.
(1) the amount of Employer and Affiliated Employer
contributions including Tax-Deferred Contributions with
respect to the
118
Limitation Year allocated to the Participant's account;
(2) the amount of any forfeitures for the Limitation Year
allocated to the Participant's account;
(3) the amount, if any, carried forward pursuant to Section
13.04 or a similar provision in another qualified plan
and allocated to the Participant's account;
(4) the amount of a Participant's voluntary nondeductible
contributions for the Limitation Year, provided, however,
that the Annual Addition for any Limitation Year
beginning before January 1, 1987 will not be recomputed
to treat all of the Participant's nondeductible voluntary
contributions as part of the Annual Addition;
(5) the amount allocated to an individual medical benefit
account (as defined in Code section 415(1)(2)) which is
part of a Defined Benefit Plan or an annuity plan; and
119
(6) the amount derived from contributions paid or accrued
after December 31, 1985 in taxable years ending after
such date that are attributable to post-retirement
medical benefits allocated to the separate account of a
key employee (as defined in Code section 419A(d)(3))
under a Welfare Benefit Fund.
A Participant's Annual Addition will not include a (i)
any nonvested amounts restored to his account following
his reemployment before incurring five consecutive one
year Breaks in Service, (ii) any amounts allocated to his
Rollover Account, or (iii) any amounts repaid to the Plan
as principal or interest on a loan pursuant to Section
6.02. Any Tax-Deferred or Matching Contributions
distributed or forfeited under the provisions of Sections
1.38, 13.07 or 13.08 shall be included in Annual
Additions for the year allocated.
(b) "AVERAGE CONTRIBUTION PERCENTAGE" means the average of
the Contribution Percentages of each Participant in a
group of Participants.
120
(c) "AVERAGE DEFERRAL PERCENTAGE" means the average of the
Deferral Percentages of each Participant in a group of
Participants.
(d) "CONTRIBUTION PERCENTAGE" means the ratio (expressed as a
percentage) determined by dividing the Matching
Contributions and any applicable Special Contributions
made to the Plan on behalf of a Participant who is
eligible to receive such contributions for a Plan Year
(disregarding any Matching Contributions that are taken
into account in determining the Participant's Deferral
Percentage for the Plan Year) by the Participant's
Statutory Compensation for the Plan Year. A Participant
is eligible for purposes of determining his Contribution
Percentage even though no Matching Contributions are made
to the Plan on his behalf because of the suspension of
his Tax-Deferred Contributions under the terms of the
Plan, because of an election not to participate, or
because of the limitations contained in Sections 13.03
through 13.05 of the Plan.
121
(e) "DEFERRAL PERCENTAGE" means the ratio (expressed as a
percentage) determined by dividing the Tax-Deferred
Contributions and any applicable Special Contributions
made to the Plan on behalf of a Participant who is
eligible to make Tax-Deferred Contributions for all or a
portion of a Plan Year by the Participant's Statutory
Compensation for the Plan Year. In addition, since the
Matching and Special Contributions to the Plan for any
Plan Year satisfy the requirements of Code section
401(k)(2)(B) and (C), a Participant's Deferral Percentage
may be determined by aggregating the Tax-Deferred
Contributions, Matching Contributions and Special
Contributions made to the Plan on his behalf for such
Plan Year. A Participant is eligible to make Tax-Deferred
Contributions for purposes of determining his Deferral
Percentage even though he may not make Tax-Deferred
Contributions because of the suspension of his Tax-
Deferred Contributions under the terms of the Plan,
because of an election not to participate, or because of
122
the limitations contained in Sections 13.03 and 13.05 of
the Plan.
(f) "DEFINED BENEFIT DOLLAR LIMITATION" means for any
Limitation Year, $90,000, multiplied by the Adjustment
Factor.
(g) "DEFINED BENEFIT FRACTION" means a fraction, the
numerator of which is the Projected Annual Benefit of a
Participant under all Defined Benefit Plans maintained by
the Employers or an Affiliated Employer determined as of
the close of the Limitation Year and the denominator of
which is the lesser of (i) 140% of the Participant's
average Section 415 Compensation that may be taken into
account for the Limitation Year under Code section
415(b)(1)(B), or (ii) 125% of the Defined Benefit Dollar
Limitation, determined as of the close of the Limitation
Year. If the Participant was a participant in a Defined
Benefit Plan maintained by an Employer or an Affiliated
Employer in existence on July 1, 1982, or on May 6, 1986,
the denominator of the Defined Benefit
123
Fraction will not be less than 125% of the greater of the
Participant's accrued Projected Annual Benefit under such
plan as of the end of the last Limitation Year beginning
before January 1, 1983, or his accrued Projected Annual
Benefit of the end of the last Limitation Year beginning
January 1, 1987. The preceding sentence applies only if
the Defined Benefit Plan satisfied the requirements of
Code section 415 as in effect at the end of such
Limitation Year.
(h) "DEFINED BENEFIT PLAN" means a qualified plan other than
a Defined Contribution Plan.
(i) "DEFINED CONTRIBUTION DOLLAR LIMITATION" means for any
Limitation Year, $30,000 or, if greater, 25% of the
Defined Benefit Dollar Limitation for the same Limitation
Year. If a short Limitation Year is created because of a
Plan amendment changing the Limitation Year to a
different 12-consecutive month period, the Defined
Contribution Dollar Limitation for the short Limitation
Year will not exceed the amount determined in the
preceding
124
sentences multiplied by a fraction, the numerator of
which is the number of months in the short Limitation
Year and the denominator of which is 12.
(j) "DEFINED CONTRIBUTION FRACTION" means a fraction, the
numerator of which is the sum of the Annual Additions
allocated to the Participant's accounts for the
applicable Limitation Year and each prior Limitation
Year, and the denominator of which is the sum of the
lesser of the following products for each Limitation Year
in which the Participant was an Employee (regardless of
whether a Defined Contribution Plan was in existence for
such Limitation Year) (i) the Defined Contribution Dollar
Limitation (determined for this purpose without regard to
the provisions of Code section 415(c)(6)) effective for
the Limitation Year multiplied by 125%, or (ii) 35% of
the Participant's Section 415 Compensation for such
Limitation Year.
125
(k) "DEFINED CONTRIBUTION PLAN" means a qualified plan described
in Code section 414(i).
(l) "FAMILY MEMBER" means, with respect to an Employee, the
Employee's spouse and lineal ascendants or descendants and
the spouses of such lineal ascendants or descendants.
(m) "LIMITATION YEAR" means the 12-consecutive-month period used
by a qualified plan for purposes of computing the
limitations on benefits and annual additions under Code
section 415. The Limitation Year for this Plan is the Plan
Year.
(n) "MAXIMUM ANNUAL ADDITION" means with respect to a
Participant for any Limitation Year an amount equal to the
lesser of (i) the Defined Contribution Dollar Limitation, or
(ii) 25% of the Participant's Section 415 Compensation.
(o) "NONHIGHLY COMPENSATED EMPLOYEE" means an Employee who is
neither a Highly Compensated
126
Employee nor a Family Member of a Highly Compensated
Employee.
(p) "PROJECTED ANNUAL BENEFIT" means the annual benefit (as
defined in Code section 415(b)(2)) to which a Participant
would be entitled under the terms of a Defined Benefit Plan
maintained by an Employer or an Affiliated Employer,
assuming that the Participant will continue employment until
his normal retirement age under the Defined Benefit Plan (or
current age, if later) and that the Participant's Section
415 Compensation for the current Limitation Year and all
other relevant factors used to determine benefits under the
Defined Benefit Plan will remain constant for all future
Limitation Years.
(q) "STATUTORY COMPENSATION" means the earnings paid to an
Employee by the Employers which are subject to reporting on
Internal Revenue Service Form W-2. In addition, Statutory
Compensation includes any contributions made by the
Employers on behalf of an Employee
127
pursuant to a Tax-Deferral Contribution election under the
Plan or under any other employee benefit plan containing a
cash or deferred arrangement under Code section 401(k) and
any amounts that would have been received as cash but for an
election to receive benefits under a cafeteria plan meeting
the requirements of Code section 125. Effective January 1,
1989, the annual Statutory Compensation of an Employee taken
into account for any purpose for any Plan Year will not
exceed the Maximum Compensation Limitation.
(r) "WELFARE BENEFIT FUND" means an organization described in
paragraph (7), (9), (17) or (20) of Code section 501(c), a
trust, corporation or other organization not exempt from
federal income tax, or to the extent provided in Treasury
Regulations, any account held for an employer by any person,
which is part of a plan of an employer through which the
employer provides benefits to employees or their
beneficiaries, other than a benefit to which Code sections
83(h), 404 (determined
128
without regard to section 404(b)(2)) or 404A applies, or to which an
election under Code section 463 applies.
13.03 GENERAL ALLOCATION LIMITATION
The Annual Addition of a Participant for any Limitation Year will not
exceed the Maximum Annual Addition. If, except for the application of
this Section, the Annual Addition of a Participant for any Limitation
Year would exceed the Maximum Annual Addition, the excess Annual
Addition attributable to this Plan will not be allocated to the
Participant's Aggregate Account for the Plan Year included in such
Limitation Year, but will be subject to the provisions of Section
13.04. The limitations contained in this Article will apply on an
aggregate basis to all Defined Contribution Plans and all Defined
Benefit Plans (whether or not any of such plans have terminated)
established by the Employers and Affiliated Employers.
13.04 EXCESS ALLOCATIONS
If the Participant is not covered under another Defined Contribution
Plan or a Welfare Benefit Fund maintained
129
by an Employer or an Affiliated Employer during the Limitation Year
and the amount otherwise allocable to his Account would exceed the
Maximum Annual Addition, the Employer contributions which would cause
the Participant's Annual Addition to exceed the Maximum Annual
Addition will first be returned to the Employers as an amount
contributed as a mistake of fact to the extent permitted by law and/or
second be successively allocated in the manner described in Section
4.02(d) among the Accounts of eligible Participants whose Annual
Additions do not exceed the Maximum Annual Addition. If, after such
allocations have been made, there remain Employer contributions which
cannot be allocated without causing the Annual Addition of a
Participant to exceed the Maximum Annual Addition, the Employer
contributions which result from a reasonable error in estimating the
Participant's Section 415 Compensation or from any other limited facts
and circumstances which the Commissioner of Internal Revenue finds
justifiable under section 1.415-6(b)(6) of the Treasury Regulations
and which cause the Participant's Annual Addition to exceed the
Maximum Annual Addition will be held in a Suspense Account in the
Trust Fund to be carried forward and allocated in subsequent
Limitation Years as provided in Section
130
4.02. Such Suspense Account will participate in the allocation of
Income of the Trust Fund.
(b) If, in addition to this Plan, the Participant is covered under another
Defined Contribution Plan or a Welfare Benefit Fund maintained by an
Employer or an Affiliated Employer during the Limitation Year, the
following provisions will apply. The Annual Addition which may be
credited to a Participant's Account under this Plan for any such
Limitation Year will not be reduced by the Annual Addition credited to
a Participant's accounts under the other Defined Contribution Plans
and Welfare Benefit Funds for the same Limitation Year. The Annual
Addition with respect to the Participant under the other Defined
Contribution Plans and Welfare Benefit Funds maintained by an Employer
or an Affiliated Employer will be reduced if necessary so that the
Annual Addition under all such Defined Contribution Plans and Welfare
Benefit Funds for the Limitation Year will equal the Maximum Annual
Addition.
(c) If Annual Additions on behalf of a Participant are to be reduced under
this Plan to avoid allocation to the Participant in excess of the
Maximum Annual Addition,
131
then the reduction shall be accomplished in accordance with the
following order of priority:
(i) the Participant's unmatched Tax-Deferred Contributions, and the
amount of the reduction, plus Income thereon if required by
Income Tax Regulations, shall be returned to the Participant.
(ii) the Participant's matched Tax-Deferred Contributions and
corresponding Matching Contributions shall be reduced to the
extent necessary. The amount of reduction attributable to
Participant's matched Tax-Deferred Contributions shall be
returned to the Participant, plus Income thereon if required by
Income Tax Regulations. The amount of reduction attributable to
Matching Contributions shall be forfeited and used to reduce
subsequent Employer contributions to the Plan.
(iii) Special Contributions, if any, shall be reduced to the extent
necessary, and said reduction shall be forfeited and used to
reduce subsequent Employer contributions to the Plan.
132
Any Tax-Deferred Contributions returned to the Participant pursuant to
this Section 13.04(c) shall be disregarded in applying the Section
402(g) Limit and in determining the Participant's Deferral Percentage
under Section 13.02(e).
13.05 AGGREGATE BENEFIT LIMITATION
If an Employer or an Affiliated Employer maintains, or at any time
maintained, one or more Defined Benefit Plans covering any Participant
in this Plan, the sum of the Defined Benefit Fraction and the Defined
Contribution Fraction for any Limitation Year will equal no more than
one (1.0). The provisions of the Defined Benefit Plans will govern
the order of reduction of Annual Additions or benefit accruals
necessary to meet this limitation. If the provisions of the Defined
Benefit Plans are silent, the rate of accrual under the Defined
Benefit Plan will be reduced first to meet this limitation. If the
Defined Contribution Plans taken into account in determining the
Participant's Annual Addition under this Article satisfied the
requirements of Code section 415 as in effect for all Limitation Years
beginning before January 1, 1987, an amount will be subtracted from
the
133
numerator of the Defined Contribution Fraction (not exceeding such
numerator) as prescribed by the Secretary of the Treasury so that the
sum of the Defined Contribution Fraction and the Defined Benefit
Fraction does not exceed 1.0. For purposes of this Section, a
Participant's voluntary nondeductible contributions to a Defined
Benefit Plan will be treated as being part of a separate Defined
Contribution Plan.
13.06 NO CONFLICT WITH CODE SECTION 415
The preceding provisions of this Article are intended to comply with
current provisions of Section 415 of the Code so that the maximum
benefits provided by plans of the Employers and Affiliated Employers
shall be exactly equal to the maximum amounts allowed under Section
415 of the Code and regulations thereunder. If there is a discrepancy
between the provisions of Section 415 of the Code and regulations
thereunder, such discrepancy shall be resolved in such a way as to
give full effect to the provisions of Section 415 of the Code and
regulations thereunder.
134
13.07 LIMITATION ON DEFERRAL CONTRIBUTIONS
(a) AVERAGE DEFERRAL PERCENTAGE TEST
Notwithstanding any other provision of the Plan, the Average
Deferral Percentage for a Plan Year for Participants who are
Highly Compensated Employees will not exceed the greater of: (i)
the Average Deferral Percentage for Participants who are
Nonhighly Compensated Employees multiplied by 1.25; or (ii) the
lesser of (A) the Average Deferral Percentage for Participants
who are Nonhighly Compensated Employees plus two percentage
points or (B) the Average Deferral Percentage for Participants
who are Nonhighly Compensated Employees multiplied by 2.0. The
multiple use of the alternative test contained in clause (ii) of
this section will be restricted as provided in regulations
prescribed by the Secretary of the Treasury.
(b) SUSPENSION OF TAX-DEFERRED CONTRIBUTIONS
If at any time during a Plan Year the Committee determines, on
the basis of estimates made from
135
information then available, that the limitation described in
Section 13.07(a) above will not be met for the Plan Year, the
Committee in its discretion may reduce or suspend the Tax-
Deferred Contributions of one or more Participants who are Highly
Compensated Employees to the extent necessary (i) to enable the
Plan to meet such limitation, or (ii) to reduce the amount of
excess Tax-Deferred Contributions that would otherwise be
distributed pursuant to Section 13.07(c) below.
(c) REDUCTION OF EXCESS TAX-DEFERRED CONTRIBUTIONS
If, for any Plan Year, the Average Deferral Percentage for
Participants who are Highly Compensated Employees exceeds the
limitation described in Section 13.07(a) above, the Deferral
Percentage for each such Participant will be reduced (in the
order of Deferral Percentages, beginning with the highest of such
percentages) until the limitation in Section 13.07 (a) is
satisfied. In order to reduce a Participant's Deferral
Percentage, the Participant's excess Tax-Deferred Contributions
will be returned to him. If Matching Contributions are taken
into account
136
in determining Deferral Percentages, a Participant's Deferral
Percentage will be reduced by returning first Tax-Deferred
Contributions in excess of 4% of Compensation and by returning
next the remaining Tax-Deferred Contributions and Matching
Contributions, in proportion to the amount of such contributions
for the Plan Year. All distributions under this Section 13.07(c)
will include Trust Fund Income for the Plan Year and the
distribution and will be made within two and one-half months
following the close of the Plan Year, if practicable, but in no
event later than the last day of the immediately following Plan
Year. The amount of excess Tax-Deferred Contributions distributed
pursuant to this Section with respect to a Participant for the
Plan Year will be reduced by any Tax-Deferred Contributions
previously distributed to the Participant for the same Plan Year
pursuant to Section 1.38.
In the event any Tax-Deferred Contributions returned under this
Section were matched by Matching Contributions, such
corresponding Matching Contribution, with Income as of the end of
the Plan Year shall be forfeited by the
137
Participant and used to reduce Employer contributions under the
Plan.
13.08 LIMITATION ON MATCHING CONTRIBUTIONS
(a) AVERAGE CONTRIBUTION PERCENTAGE TEST
Notwithstanding any other provision of the Plan, the Average
Contribution Percentage for a Plan Year for Participants who are
Highly Compensated Employees will not exceed the greater of: (i)
the Average Contribution Percentage for Participants who are
Nonhighly Compensated Employees multiplied by 1.25; or (ii) the
lesser of (A) the Average Contribution Percentage Test for
Participants who are Nonhighly Compensated Employees plus two
percentage points or (B) the Average Contribution Percentage for
Participants who are Nonhighly Compensated Employees multiplied
by 2.0. The multiple use of the alternative test contained in
clause (ii) of this Section will be restricted as provided in
regulations prescribed by the Secretary of Treasury.
138
(b) REDUCTION OF EXCESS MATCHING CONTRIBUTIONS
If, for any Plan Year, the Average Contribution Percentage for
Participants who are Highly Compensated Employees exceeds the
limitation described in Section 13.08(a) above, the Contribution
Percentage for each such Participant will be reduced (in the
order of Contribution Percentages, beginning with the highest of
such percentages) until the limitation in Section 13.08(a) is
satisfied. In order to reduce a Participant's Contribution
Percentage, the Participant's excess Matching Contributions
(increased by Trust Fund Income for the Plan Year) will be
distributed to the Participant within two and one-half months
following the close of the Plan Year, if practicable, but in no
event later than the last day of the immediately following Plan
Year.
13.09 AGGREGATION RULES
(a) CODE SECTION 415
For purposes of the allocation limitations under
139
Code section 415 set forth in this Article, all Defined Benefit
Plans ever maintained by an Employer or an Affiliated Employer
will be treated as one Defined Benefit Plan, and all Defined
Conribution Plans ever maintained by an Employer or an Affiliated
Employer will be treated as one Defined Contribution Plan.
(b) CODE SECTION 401(K)
For purposes of the limitation on Tax-Deferred Contributions set
forth in this Article, the Average Deferral Percentage for any
Participant who is a Highly Compensated Employee for the Plan
Year and who is eligible to have tax-deferred contributions
allocated to his account under two or more plans or arrangements
described in Code section 401(k) that are maintained by the
Employer or any Affiliated Employer will be determined as if all
such tax-deferred contributions were made under a single
arrangement.
(c) CODE SECTION 401(M)
If this Plan satisfies the requirements of Code
140
section 4l0(b) only if aggregated with one or more other plans,
the Contribution Percentages of all Participants will be
determined as if all such plans were a single plan. In addition,
the Contribution Percentage of a Participant who is a Highly
Compensated Employee for a Plan Year and who is eligible to
receive Tax-Deferred Contributions or Matching Contributions
allocated to his account under two or more Defined Contribution
Plans maintained by an Employer or an Affiliated Employer will be
determined as if all such contributions were made to a single
plan.
(d) FAMILY MEMBERS
For purposes of determining the Contribution Percentage or the
Deferral Percentage of a Participant who is both a Highly
Compensated Employee and either (i) a 5-percent owner, determined
in accordance with Code section 414(q) and the Treasury
Regulations promulgated thereunder, or (ii) one of the 10 most
highly compensated Employees ranked on the basis of Statutory
Compensation paid by an Employer or an Affiliated Employer during
the year, determined in
141
| EX-10.(S) | Last Page of 149 | TOC | 1st | Previous | Next | ↓Bottom | Just 149th |
|---|
accordance with Code section 414(q) and the Treasury Regulations
promulgated thereunder, the Tax-Deferred Contributions, Matching
Contributions and Statutory Compensation of such Participant will
include the Tax-Deferred Contributions, Matching Contributions
and Statutory Compensation of Family Members, and Family Members
will be disregarded in determining the Contribution Percentage or
the Deferral Percentage of all other Participants.
142
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Changed as of / Corrected on: | | 12/21/98 | | | | | | | None on these Dates |
| Filed on: | | 12/19/95 |
| For Period End: | | 9/30/95 |
| | 11/21/94 | | 105 |
| | 1/1/94 | | 24 | | 25 |
| | 12/29/93 | | 59 | | 61 |
| | 10/1/93 | | 25 |
| | 1/1/93 | | 43 | | 72 |
| | 7/1/92 | | 80 | | 85 |
| | 6/30/92 | | 79 |
| List all Filings |
↑Top
Filing Submission 0000898430-95-002664 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 9:43:04.2am ET 