Page | ||||||
ARTICLE I | DEFINITIONS | 2 | ||||
1.1 | Accounts | 2 | ||||
1.2 | Affiliate | 2 | ||||
1.3 | Applicable Plan Year | 2 | ||||
1.4 | Appropriate Form | 3 | ||||
1.5 | Beneficiary | 3 | ||||
1.6 | Board of Directors | 3 | ||||
1.7 | Code | 3 | ||||
1.8 | Catch-up Contributions | 3 | ||||
1.9 | Committee | 3 | ||||
1.10 | Common Stock | 3 | ||||
1.11 | Company | 3 | ||||
1.12 | Company Representative | 3 | ||||
1.13 | Compensation | 3 | ||||
1.14 | Contribution Agreement | 4 | ||||
1.15 | Disability | 4 | ||||
1.16 | Effective Date | 4 | ||||
1.17 | Elective Account | 4 | ||||
1.18 | Elective Contributions | 4 | ||||
1.19 | Elective Deferral Limit | 4 | ||||
1.20 | Eligible Employee | 5 | ||||
1.21 | Employer | 5 | ||||
1.22 | Entry Date | 5 | ||||
1.23 | ERISA | 5 | ||||
1.24 | ESOP Contributions | 5 | ||||
1.25 | Fund or Trust Fund | 5 | ||||
1.26 | Highly Compensated Employee | 5 | ||||
1.27 | Hour of Service | 6 | ||||
1.28 | Investment Adjustments | 8 | ||||
1.29 | Investment Fund | 8 | ||||
1.30 | Loan Account | 8 | ||||
1.31 | Loan Fund | 8 | ||||
1.32 | Matching Account | 8 | ||||
1.33 | Matching Contributions | 8 | ||||
1.34 | Member | 8 | ||||
1.35 | Normal Retirement Date | 8 | ||||
1.36 | One-Year Break in Service | 8 | ||||
1.37 | Plan | 8 | ||||
1.38 | Plan Year | 9 | ||||
1.39 | Prior Plan Account | 9 | ||||
1.40 | Rollover Account | 9 | ||||
1.41 | Rollover Contribution | 9 | ||||
1.42 | Section 401(k) Member | 9 |
i
(continued)
Page | ||||||
1.43 | Termination of Employment | 9 | ||||
1.44 | Total Earnings | 9 | ||||
1.45 | Trust Agreement | 9 | ||||
1.46 | Trustee | 10 | ||||
1.47 | Valuation Date | 10 | ||||
1.48 | Vested Percentage | 10 | ||||
1.49 | Year of Service | 10 | ||||
1.50 | Meaning of “Spouse” | 10 | ||||
ARTICLE II | MEMBERSHIP | 11 | ||||
2.1 | In General | 11 | ||||
2.2 | Service with Affiliates | 11 | ||||
2.3 | Contribution Agreement Required for Elective Contributions | 12 | ||||
2.4 | Transfers | 12 | ||||
2.5 | Transfers Between Employers | 12 | ||||
2.6 | Reemployment | 13 | ||||
2.7 | Service with Predecessors or Affiliates, or as an Ineligible Employee | 13 | ||||
ARTICLE III | CONTRIBUTIONS | 14 | ||||
3.1 | Elective Contributions | 14 | ||||
3.2 | Matching Contributions | 16 | ||||
3.3 | Section 401(k) Limit on Elective Contributions | 16 | ||||
3.4 | Section 401(m) Limit on Matching Contributions | 18 | ||||
3.5 | Special Rules | 20 | ||||
3.6 | Rollovers | 21 | ||||
3.7 | Maximum Limit on Allocation | 22 | ||||
3.8 | Form and Time of Payment | 22 | ||||
3.9 | Contributions May Not Exceed Amount Deductible | 22 | ||||
3.10 | Contributions Conditioned on Deductibility and Plan Qualification | 22 | ||||
3.11 | Expenses | 22 | ||||
3.12 | No Employee Contributions | 22 | ||||
3.13 | Profits Not Required | 23 | ||||
3.14 | Contributions for Military Service | 23 | ||||
ARTICLE IV | VESTING | 24 | ||||
4.1 | Elective Account and Prior Plan Account | 24 | ||||
4.2 | Matching Account | 24 | ||||
4.3 | Forfeitures | 25 | ||||
4.4 | Irrevocable Forfeitures | 25 | ||||
4.5 | Application of Forfeitures | 25 | ||||
ARTICLE V | ACCOUNTS AND DESIGNATION OF INVESTMENT FUNDS | 26 | ||||
5.1 | Investment of Account Balances | 26 | ||||
5.2 | Designation of Investment Funds for Future Contributions | 26 | ||||
5.3 | Designation of Investment Funds for Existing Account Balances | 26 |
ii
(continued)
Page | ||||||
5.4 | Valuation of Investment Funds | 26 | ||||
5.5 | Correction of Error | 27 | ||||
5.6 | Allocation Shall Not Vest Title | 27 | ||||
5.7 | Statement of Accounts | 27 | ||||
5.8 | Daily Valuation | 27 | ||||
ARTICLE VI | LIMITATION ON MAXIMUM CONTRIBUTIONS AND BENEFITS UNDER ALL PLANS | 28 | ||||
6.1 | Definitions | 28 | ||||
6.2 | Limitation on Annual Additions | 28 | ||||
6.3 | Application | 28 | ||||
6.4 | Limitation Year | 29 | ||||
6.5 | Correlation with Higher ESOP Limit | 29 | ||||
ARTICLE VII | DISTRIBUTIONS, WITHDRAWALS AND LOANS | 30 | ||||
7.1 | Distribution on Termination of Employment | 30 | ||||
7.2 | Withdrawals during Employment | 30 | ||||
7.3 | Loans during Employment | 32 | ||||
7.4 | Loan Requirements | 32 | ||||
7.5 | Loan Expenses | 34 | ||||
7.6 | Funding | 34 | ||||
7.7 | Repayment | 35 | ||||
7.8 | Valuation | 35 | ||||
7.9 | Allocation among Investment Funds | 35 | ||||
7.10 | Disposition of Loan Upon Certain Events | 35 | ||||
7.11 | Withdrawals from Plan While Loan is Outstanding | 35 | ||||
7.12 | Compliance with Applicable Law | 36 | ||||
7.13 | Default | 36 | ||||
7.14 | Conversion of Loan to Hardship Distribution | 36 | ||||
ARTICLE VIII | PAYMENT OF BENEFITS | 37 | ||||
8.1 | Payment of Benefits | 37 | ||||
8.2 | Death Benefits | 38 | ||||
8.3 | Non-Alienation of Benefits | 38 | ||||
8.4 | Doubt as to Right to Payment | 38 | ||||
8.5 | Incapacity | 38 | ||||
8.6 | Time of Commencement of Benefits | 39 | ||||
8.7 | Payments to Minors | 39 | ||||
8.8 | Identity of Proper Payee | 39 | ||||
8.9 | Inability to Locate Distributee | 40 | ||||
8.10 | Estoppel of Members and Their Beneficiaries | 40 | ||||
8.11 | Qualified Domestic Relations Orders | 40 | ||||
8.12 | Benefits Payable Only from Fund | 41 | ||||
8.13 | Prior Plan Distribution Forms | 41 | ||||
8.14 | Restrictions on Distribution | 41 |
iii
(continued)
Page | ||||||
8.15 | Direct Rollover of Eligible Rollover Distributions | 42 | ||||
8.16 | Receipt of ESOP Beneficiary’s Account | 43 | ||||
ARTICLE IX | BENEFICIARY DESIGNATION | 44 | ||||
9.1 | Designation of Beneficiary | 44 | ||||
9.2 | Spouse as Presumptive Beneficiary | 44 | ||||
9.3 | Change of Beneficiary | 44 | ||||
9.4 | Failure to Designate | 44 | ||||
9.5 | Effect of Marriage, Divorce or Annulment, or Legal Separation | 44 | ||||
9.6 | Proof of Death, etc. | 45 | ||||
9.7 | Discharge of Liability | 45 | ||||
ARTICLE X | ADMINISTRATION OF THE PLAN | 46 | ||||
10.1 | Committee | 46 | ||||
10.2 | Named Fiduciary | 46 | ||||
10.3 | Powers and Discretion of the Named Fiduciary | 46 | ||||
10.4 | Advisers | 47 | ||||
10.5 | Service in Multiple Capacities | 48 | ||||
10.6 | Limitation of Liability; Indemnity | 48 | ||||
10.7 | Reliance on Information | 48 | ||||
10.8 | Subcommittees, Counsel and Agents | 48 | ||||
10.9 | Funding Policy | 49 | ||||
10.10 | Proper Proof | 49 | ||||
10.11 | Genuineness of Documents | 49 | ||||
10.12 | Members May Direct Investments | 49 | ||||
10.13 | Records and Reports | 50 | ||||
10.14 | Recovery of Overpayments | 50 | ||||
ARTICLE XI | THE TRUST AGREEMENT | 51 | ||||
11.1 | The Trust Agreement | 51 | ||||
11.2 | No Diversion of Fund | 51 | ||||
11.3 | Duties and Responsibilities of the Trustee | 51 | ||||
ARTICLE XII | AMENDMENT | 52 | ||||
12.1 | Right of the Company to Amend the Plan | 52 | ||||
12.2 | Plan Merger | 52 | ||||
12.3 | Amendments Required by Law | 52 | ||||
12.4 | Right to Terminate | 52 | ||||
12.5 | Termination of Trust | 52 | ||||
12.6 | Continuation of Trust | 53 | ||||
12.7 | Discontinuance of Contributions | 53 | ||||
ARTICLE XIII | MISCELLANEOUS PROVISIONS | 54 | ||||
13.1 | Plan Not a Contract of Employment | 54 | ||||
13.2 | Merger | 54 | ||||
13.3 | Claims Procedure | 54 |
iv
(continued)
Page | ||||||
13.4 | Controlling Law | 54 | ||||
13.5 | Separability | 54 | ||||
13.6 | Captions | 54 | ||||
13.7 | Usage | 54 | ||||
ARTICLE XIV | LEASED EMPLOYEES | 55 | ||||
14.1 | Definitions | 55 | ||||
14.2 | Treatment of Leased Employees | 55 | ||||
14.3 | Exception for Employees Covered by Plans of Leasing Organization | 55 | ||||
14.4 | Construction | 55 | ||||
ARTICLE XV | “TOP-HEAVY” PROVISIONS | 56 | ||||
15.1 | Determination of “Top-Heavy” Status. | 56 | ||||
15.2 | Provisions Applicable in “Top-Heavy” Plan Years | 58 | ||||
ARTICLE XVI | CATCH-UP CONTRIBUTIONS | 60 | ||||
16.1 | General | 60 | ||||
16.2 | Method of Contribution | 60 | ||||
16.3 | Ineligibility for Matching Contributions | 60 | ||||
16.4 | Limit on Catch-Up Contribution | 60 | ||||
16.5 | Treatment of Catch-up Contributions | 60 | ||||
16.6 | Qualification as Catch-up Contributions | 60 | ||||
16.7 | Catch-up Contributions Disregarded for Certain Purposes | 61 |
v
- 2 -
- 3 -
Calendar Year | Amount | |||
2002 | $ | 11,000 | ||
2003 | $ | 12,000 | ||
2004 | $ | 13,000 | ||
2005 | $ | 14,000 | ||
Years subsequent to 2006 | $15,000, as adjusted in accordance with section 402(g)(4) of the Code |
- 4 -
- 5 -
- 6 -
- 7 -
- 8 -
- 9 -
- 10 -
- 11 -
- 12 -
- 13 -
- 14 -
- 15 -
- 16 -
Column 1 | Column 2 | |
Average Deferral Percentage for Section 401(k) Members Who Are Not Highly Compensated Employees for the Applicable Plan Year Less than 2% | Average Deferral Percentage for Section 401(k) Members Who Are Highly Compensated Employees for the Plan Year Two (2) times the percentage in Column 1 | |
2% - 8% | The percentage in Column 1, plus 2% | |
More than 8% | One and one-quarter | |
(1-1/4) times the | ||
percentage in Column 1 |
- 17 -
- 18 -
Column 1 | Column 2 | |||
Contribution Percentage for Section 401(k) Members Who Are Not Highly Compensated Employees for the Applicable Plan Year Less than 2% | Contribution Percentage for Section 401(k) Members Who Are Highly Compensated Employees for the Plan Year Two (2) times the percentage in Column 1 | |||
Less than 2% | Two (2) times the percentage in Column 1 | |||
2% - 8% | The percentage in Column 1, plus 2% | |||
More than 8% | One and one-quarter (1-1/4) times the percentage in Column 1 |
- 19 -
- 20 -
- 21 -
- 22 -
- 23 -
Years of Service | Vested Percentage | |||
less than 5 | 0 | % | ||
5 or more | 100 | % |
- 24 -
Years of Service | Vested Percentage | |||
1 | 0 | % | ||
2 | 20 | % | ||
3 | 40 | % | ||
4 | 60 | % | ||
5 or more | 100 | % |
- 25 -
- 26 -
- 27 -
- 28 -
- 29 -
- 30 -
- 31 -
- 32 -
- 33 -
- 34 -
- 35 -
- 36 -
- 37 -
- 38 -
- 39 -
- 40 -
- 41 -
- 42 -
- 43 -
- 44 -
- 45 -
- 46 -
- 47 -
- 48 -
- 49 -
- 50 -
-51-
-52-
-53-
-54-
-55-
-56-
-57-
-58-
Years of Employment | Percentage Vested | |||
Less Than 2 Years | 0 | % | ||
2 Years But Less Than 3 | 20 | % | ||
3 Years But Less Than 4 | 40 | % | ||
4 Years But Less Than 5 | 60 | % | ||
5 Years But Less Than 6 | 80 | % | ||
6 Years Or More | 100 | % |
-59-
Plan Year | Limit | |||
2002 | $ | 1,000 | ||
2003 | $ | 2,000 | ||
2004 | $ | 3,000 | ||
2005 | $ | 4,000 | ||
2006 | $ | 5,000 |
-60-
-61-
ATTEST: | ARROW ELECTRONICS, INC. | |||||||
/s/ Peter S. Brown | By | /s/ Paul J. Reilly | ||||||
-62-
S1-1
S2-1
S3-1
S4-1
S5-1
to Former Members of the Capstone Electronics Profit-Sharing Plan
S6-1
S6-2
S6-3
Former Employees of Farnell Electronic Services
S7-1
S7-2
S7-3
to Employees of Consan, Incorporated
S8-1
From the Consan Plan Funds | Into Investment Fund | |
Janus Fund | Fidelity Magellan | |
Acorn International | Fidelity Retirement Govt. Money Market | |
Fidelity Asset Manager | Fidelity Asset Manager | |
Fidelity Short Term Bond | Fidelity Intermediate Bond | |
General American Life Ins Contract | Fidelity Retirement Govt. Money Market |
S8-2
S8-3
S8-4
to Employees of Richey Electronics, Inc.
S9-1
From the Following Richey Plan Funds | Into Investment Fund | |
Fidelity Fund | Fidelity Spartan U.S. Equity Index Fund | |
Fidelity Investment Grade Bond Fund | Fidelity Intermediate Bond Fund | |
Fidelity Retirement Growth Fund | Same fund | |
Fidelity Blue Chip Growth Fund | Fidelity Magellan | |
Fidelity Retirement Gov’t Money Market | Same fund |
S9-2
S9-3
S9-4
to Employees of Scientific & Business Minicomputers, Inc.
S10.2 Continuation of SBM Contributions Under This Plan. SBM maintained a program of making elective deferral contributions and related matching contributions through the SBM Plan through June 30, 1999, and effective July 1, 1999, transferred such program to this Plan by becoming an Employer under this Plan, making contributions herewith in lieu of
S10-1
From the Following SBM Plan Funds | Into Investment Fund | |
Guaranteed Certificate | Fidelity Retirement Gov’t. Money Market | |
Short Term Fund I | Fidelity Retirement Govt. Money Market | |
Maxim Bond Index | Fidelity Intermediate Bond | |
Maxim Loomis Sayles Corp. Bond | Fidelity Intermediate Bond |
S10-2
From the Following SBM Plan Funds | Into Investment Fund | |
Maxim US Govt. Mortgage Sec. | Fidelity Retirement Govt. Money Market | |
Maxim Global Bond | Fidelity Retirement Govt. Money Market | |
Maxim Money Market | Fidelity Retirement Govt. Money Market | |
Maxim Index European | Fidelity Retirement Govt. Money Market | |
Fidelity Advisor Overseas | Fidelity Retirement Govt. Money Market | |
Maxim Invesco ADR | Fidelity Retirement Govt. Money Market | |
Putnam Global Growth | Fidelity Retirement Govt. Money Market | |
AIM Charter | Fidelity Magellan | |
Orchard Index 500 | Fidelity Spartan US Equity Index | |
Maxim Founder’s Growth & Income | Fidelity Spartan US Equity Index | |
American Century Ultra | Fidelity Magellan | |
AIM Weingarten | Fidelity Retirement Growth | |
Maxim Growth Index | Fidelity Magellan | |
Fidelity Advisor Equity Income | Fidelity Equity Income | |
Fidelity Advisor Growth Opp. | Fidelity Magellan | |
Putnam Fund for Growth & Income | Fidelity Equity Income | |
Maxim Value Index | Fidelity Equity Income | |
AIM Constellation | Fidelity Retirement Growth | |
Maxim T. Rowe Price Mid-Cap Growth | Fidelity Retirement Growth | |
Profile Series I | Fidelity Magellan | |
Profile Series II | Fidelity Asset Management: Growth | |
Profile Series III | Fidelity Asset Management. | |
Profile Series IV | Fidelity Asset Management: | |
Profile Series V | Fidelity Asset Management: Income | |
Orchard Index 600 | Fidelity Retirement Growth |
S10-3
From the Following SBM Plan Funds | Into Investment Fund | |
Maxim Ariel Small-Cap Value | Fidelity Value | |
Maxim Loomis Sayles Small-Cap Value | Fidelity Value |
S10-4
S10-5
S10-6
to Employees of Support Net, Inc.
S11-1
S11-2
From the Support Net Plan Funds | Into Investment Fund | |
EuroPacific Growth | Fidelity Retirement Govt Money Market | |
The Growth Fund of America | Fidelity Retirement Growth | |
The Investment Co. of America | Fidelity Magellan Fund | |
Capital Income Builder | Fidelity Asset Manager Income | |
Cash Management Trust of America | Fidelity Retirement Govt. Money Market | |
Washington Mutual Investors | Fidelity Equity Income Fund | |
The Bond Fund of America | Fidelity Intermediate Bond Fund |
S11-3
S11-4
S11-5
SAVINGS PLAN
to Former Participants in the VEBA Electronics Inc. 401(k) Plan
S12-1
S12-2
From the Following VEBA Plan Funds | Into Plan Investment Funds | |
BT Investment Equity 500 Index | Spartan U.S. Equity Index | |
Dreyfus Premier Tech. Growth Fund | OTC Portfolio | |
GIC Account 1 — VEBA | Retirement Gov’t M.M. | |
Mass Investors Growth Stock Fund | Magellan | |
Massachusetts Investors Trust | Magellan | |
MFS Bond Fund | Inter. Bond | |
MFS Capital Opportunities Fund | Magellan | |
MFS Emerging Growth Fund | OTC Portfolio | |
MFS Equity Income Fund | Equity Income | |
MFS Global Governments Fund | Retirement Gov’t M.M. | |
MFS Global Growth Fund | Retirement Gov’t M.M. | |
MFS Government Securities Fund | Inter. Bond | |
MFS High Income Fund | Retirement Gov’t M.M. | |
MFS Institutional Fixed Fund | Retirement Gov’t M.M. | |
MFS Midcap Growth Fund | OTC Portfolio | |
MFS Money Market Fund | Retirement Gov’t M.M. | |
MFS New Discovery Fund | OTC Portfolio | |
MFS Research Fund | Magellan | |
MFS Total Return Fund | Asset Manager |
S12-3
S12-4
Residents of the Commonwealth of Puerto Rico
S13-1
S13-2
S13-3
Former Employees of Pioneer-Standard Electronics, Inc.
S14-1
S14-2
SAVINGS PLAN
S16-1