EXHIBIT 10.21
DOW JONES 401(k) SAVINGS PLAN
Amended and Restated as of January 1, 1997 and
Reflecting Revisions through December 15, 2000
Plan No. 001
DOW JONES 401(k) SAVINGS PLAN
Table of Contents
Page
PREAMBLE 1
ARTICLE I DEFINITIONS 2
ARTICLE II SERVICE 17
ARTICLE III PARTICIPATION 18
3.1. Commencement of Active Participation 18
3.2. Commencement of Inactive Participation 18
3.3. Termination of Participation 19
3.4. Transfer of Employment. 19
3.5. Employee Responsibility. 19
ARTICLE IV CONTRIBUTIONS 20
4.1. Determination of Company Contributions 20
4.2. Pre-Tax Contributions 20
4.3. Matching Contribution 21
4.4. Company Fixed Contributions 21
4.5. Rollover Contributions and Transfer Contributions 22
4.6. Timing of Company Contributions 23
4.7. Requirement for Profits 23
4.8. Modification, Revocation or Termination of
Contribution Election 23
4.9. Irrevocability 24
4.10. Nondiscrimination Testing 24
4.11. Provisions Applicable Prior to January 1, 2000 25
ARTICLE V LIMITATIONS ON CONTRIBUTIONS 26
5.1. Limit on Pre-Tax Contributions 26
5.2. Maximum Limit on Contributions 26
5.3. Deductibility of Contributions by Companies 27
ARTICLE VI INVESTMENT OF FUNDS 29
6.1. Investment Funds 29
6.2. Participant Selection of Investments 29
6.3. Loan Fund. 30
ARTICLE VII PLAN ACCOUNTS 31
7.1. Accounts 31
7.2. Crediting Investment Earnings. 31
7.3. Accounting 31
7.4. Risk of Loss 32
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ARTICLE VIII VESTING 33
ARTICLE IX WITHDRAWALS 34
9.1. Withdrawals of After-Tax Contributions. 34
9.2. Withdrawals After Termination of Employment or While Receiving
Benefits in Quarterly or Annual Installments 34
9.3. Spouse's Consent to Withdrawals 34
9.4. Payment of Withdrawals 35
9.5. Repayment of Withdrawals 36
ARTICLE X PARTICIPANT'S BENEFITS UPON SEPARATION FROM EMPLOYMENT 37
10.1. Participant's Benefits 37
10.2. Form of Benefits 37
10.3. Commencement of Benefits 38
10.4. Distributions 39
ARTICLE XI BENEFICIARY'S BENEFITS UPON PARTICIPANT'S DEATH 42
11.1. Beneficiary's Benefits 42
11.2. Beneficiary and Form of Benefits 42
11.3. Commencement of Benefits 44
11.4. Distributions 45
ARTICLE XII VALUATION OF ACCOUNTS 47
ARTICLE XIII LOANS 48
13.1. Loan Amount, Term and Interest Rate 48
13.2. Order of Withdrawals for Loans 49
13.3. Proration of Withdrawals for Loans. 50
13.4. Frequency of Loans 50
13.5. Security for Loans 50
13.6. Repayment 51
13.7. Certain Beneficiaries and Inactive Participants 52
13.8. Further Limitations on Loans 52
ARTICLE XIV ADMINISTRATION OF PLAN 53
14.1. Appointment of Plan Committee 53
14.2. Resignation and Removal of Members 53
14.3. Appointment of Successors 53
14.4. Power and Duties of the Committee 53
14.5. Allocation and Delegation of Duties 54
14.6. Committee Procedure 55
14.7. Investment Manager 55
14.8. Compensation of Committee 55
14.9. Expenses 55
14.10. Information Required From Participants 55
14.11. Records 56
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14.12. Reports to Participant 56
14.13. Multiple Fiduciary Capacity 56
ARTICLE XV PLAN ASSETS 57
15.1. Trust 57
15.2. Designation of Trustee 57
15.3. Investment and Management of Plan Assets 57
15.4. Records 57
ARTICLE XVI CLAIMS 58
16.1. Claims for Benefits 58
16.2. Appeals Procedure 58
ARTICLE XVII AMENDMENT AND TERMINATION 60
17.1. Amendment 60
17.2. Termination or Partial Termination 60
17.3. Merger or Consolidation of Plan Assets; Mergers into the Plan;
Transfers of Plan Assets 60
ARTICLE XIII MISCELLANEOUS PROVISIONS 62
18.1. No Contract of Employment 62
18.2. No Liability for Benefits 62
18.3. Exclusive Benefit of Trust Fund 62
18.4. Nonalienation 62
18.5. Common Trust Fund 63
18.6. Responsibility of Fiduciaries 64
18.7. Indemnity by Companies 64
18.8. Inability to Locate Participants or Beneficiaries 64
18.9. Payment in Case of Incapacity 64
18.10. Headings 65
18.11. Applicable Law 65
18.12. Agent for Service 65
18.13. USERRA 65
ARTICLE XIX TOP-HEAVY PLAN RULES 66
19.1. Applicability 66
19.2. Definitions 66
19.3. Top-Heavy Status 66
19.4. Minimum Contributions 66
19.5. Maximum Annual Addition 67
19.6. Non-Eligible Employees 68
SCHEDULE A CERTAIN PROVISIONS APPLICABLE PRIOR TO JANUARY 1, 2000 70
SCHEDULE B COLLECTIVE BARGAINING AGREEMENTS 80
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SCHEDULE C COMPANIES UNDER THE PLAN 81
SCHEDULE D SERVICE WITH PRIOR EMPLOYERS 82
SCHEDULE E CERTAIN PROVISIONS GENERALLY APPLICABLE
PRIOR TO JANUARY 1, 2001 83
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DOW JONES 401(k) SAVINGS PLAN
PREAMBLE
This instrument sets forth the terms and conditions of the Dow Jones 401(k)
Savings Plan, originally adopted by Dow Jones & Company, Inc. as the "Dow
Jones Profit Sharing Retirement Plan," a profit-sharing plan effective as of
December 1949 and thereafter amended from time to time. Dow Jones &
Company, Inc. is a Delaware corporation with offices headquartered in New
York, New York. On May 16, 1990, the Plan was amended and restated in its
entirety effective January 1, 1989, to reflect changes in the laws and
regulations governing the Plan.
Accruals under the Telerate Systems Incorporated Retirement Plan, a profit-
sharing plan sponsored by Telerate Systems Incorporated (a wholly-owned
subsidiary of Dow Jones & Company, Inc.) and related companies, were frozen
as of December 31, 1990, and the Plan was amended, effective January 1,
1991, to reflect the merger of the Telerate Systems Incorporated Retirement
Plan (including assets and liabilities attributable to frozen pension plan
individual accounts and frozen cash or deferred arrangement individual
accounts) into the Plan as of that date. Effective November 1, 1991, the
Plan was further amended to reflect increased flexibility in the ability of
Participants to direct the investment, and reinvestment, of their Accounts
under the Plan. On June 22, 1994, the Plan was further amended, effective
as provided therein, to effect certain administrative provisions and to
reflect changes in the laws and regulations governing the Plan, and restated
in its entirety, again effective as of January 1, 1989. The Plan was
amended on December 14, 1994, and again amended and restated in 1995,
effective as stated therein. The Plan is hereby amended effective as of
January 1, 1997, to effect changes in the laws and regulations governing the
Plan such that any provisions applicable to the Plan as of January 1, 1997,
and thereafter are set forth herein. The Plan is hereby further amended
effective as of January 1, 2000 to add a qualified cash or deferred
arrangement under Code Section 401(k). Effective as of January 1, 2001,
amounts held under Participants' Pension Accounts are transferred to the Dow
Jones Money Purchase Retirement Plan in a transfer that satisfies the
requirements of Code Section 414(l).
Except as otherwise provided herein, a Participant who is not an Employee at
any time after December 31, 1999 shall be entitled to benefits, if any,
under the Plan based upon the provisions of the Plan in effect on or prior
to that date.
The Plan and the trust established under the Trust Agreement to implement
the Plan are intended to constitute a cash or deferred compensation
arrangement under Code Section 401(k) and are intended to comply with the
provisions of Code Sections 401 and 501 and the requirements of ERISA, and
the corresponding provisions of any subsequent laws, and the provisions of
the Plan and Trust Agreement shall be construed to effectuate such
intention.
Except as expressly stated to the contrary herein, the provisions of this
instrument are not intended to enlarge the rights of any Employee whose
employment with a Company or any Affiliated Company terminated prior to
January 1, 1997.
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ARTICLE I
DEFINITIONS
For all terms used in this Plan, whether or not defined in this Article I,
the masculine gender shall include the feminine and the feminine gender
shall include the masculine and the singular shall include the plural and
the plural shall include the singular unless the context clearly indicates
otherwise. The following terms used in this Plan shall have the meanings
set forth in this Article I.
1.1 "Accounts" or "Participant's Accounts" mean the Plan accounts
listed below that are maintained by the Plan's Plan Committee for each
Participant pursuant to Section 7.1 in accordance with rules and procedures
approved by the Plan Committee:
(a) "After-Tax Contributions Account" means the account
established and maintained for each Participant to reflect amounts held in
the Trust Fund on behalf of such Participant which are attributable to
After-Tax Contributions made by the Participant in accordance with Schedule
A.
(b) "Company Contributions Account" means the account established
and maintained for each Participant to reflect amounts held in the Trust
Fund on behalf of such Participant which are attributable to any Company
Contributions made in accordance with Schedule A and any Company Fixed
Contributions made in accordance with Section 4.4.
(c) "Matching Contributions Account" means the account
established and maintained for each Participant to reflect amounts held in
the Trust Fund on behalf of such Participant which are attributable to
Matching Contributions by a Company in accordance with Section 4.3.
(d) "Pension Account" means the account established and
maintained for periods prior to January 1, 2001 for a Participant who was a
participant in the Telerate Retirement Plan and containing amounts
attributable to the non-discretionary portion of "Employer's Non-Elective
Contributions" on the Participant's behalf under that plan and contributions
made on the Participant's behalf under the Telerate Pension Plan
(e) "Pre-Tax Contributions Account" means the account established
and maintained for each Participant to reflect amounts held in the Trust
Fund on behalf of such Participant which are attributable to Pre-Tax
Contributions by a Company on behalf of the Participant in accordance with
Section 4.2.
(f) "Qualified Employer Contributions Account" means the account
established and maintained for a Participant who was a participant in the
Telerate Retirement Plan and containing amounts attributable to the non-
discretionary portion of "Employer's Elective Contributions" on the
Participant's behalf under that plan.
(g) "Rollover Account" means the account established and
maintained for a Participant to reflect amounts held in the Trust Fund on
behalf of such
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Participant which are attributable to the Participant's eligible direct
rollover contributions made in accordance with Section 4.5(a).
(h) "Telerate 401(k) Account" means the account established and
maintained for a Participant who was a participant in the Telerate
Retirement Plan and containing amounts derived from the portion of the
"Employer's Elective Contributions" attributable to the Participant's salary
reduction elections under that plan.
(i) "Transfer Account" means the account established and
maintained for a Participant to reflect amounts held in the Trust Fund on
behalf of such Participant which are attributable to the Participant's
Transfer Contributions made in accordance with Section 4.5(b).
1.2 "Active Participant" means an Eligible Employee who has commenced,
and remains in, active participation in the Plan pursuant to Article III.
1.3 "Affiliated Company" means:
(a) each Company;
(b) any corporation which is a member of a controlled group of
corporations with a Company within the meaning of Code Section 414(b);
(c) any trade or business (including a sole proprietorship,
partnership, trust, estate or corporation) which is under common control
with a Company within the meaning of Code Section 414(c);
(d) any organization (whether or not incorporated) which is a
member of an affiliated service group (as defined in Code Section 414(m))
which includes a Company;
(e) any other entity required to be aggregated with a Company
pursuant to regulations under Code Section 414(o); and
(f) any other entity deemed to be an Affiliated Company by the
Board of Directors.
1.4 "After-Tax Contributions" means amounts contributed to the Plan by
a Participant out of his own assets pursuant to Schedule A during Plan Years
ending prior to January 1, 2000.
1.5 "Alternate Payee" means any spouse, former spouse, child, or other
dependent of a Participant who is recognized under a Qualified Domestic
Relations Order as having a right to receive all or any portion of the
benefits payable hereunder with respect to such Participant. An Alternate
Payee may designate a Beneficiary in accordance with Section 11.2(a);
provided, however, that the spousal consent rules thereunder shall not
apply.
1.6 "Annual Addition" means the sum, in any Limitation Year, of:
(a) the Participant's After-Tax Contributions;
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(b) Pre-Tax Contributions, Matching Contributions and other
Company contributions made on behalf of the Participant;
(c) forfeitures, if any, allocated as such to the Participant's
Accounts; and
(d) the Participant's annual additions (as defined in Code
Section 415(c)(2)) to all other defined contribution plans of the Affiliated
Companies, including any amount allocated to an individual medical account
of the Participant as described in Code Section 415(1), and (if the
Participant is or ever was a Key Employee) any amount allocated to his post-
retirement medical benefit account as described in Code Section 419A(d).
1.7 "Beneficiary" means the one or more persons or trusts designated
or deemed as such pursuant to Article XI.
1.8 "Benefit Commencement Date" means the first day of the first
period for which an amount is payable as an annuity or in any other form to
the Participant or his Beneficiary, as applicable, pursuant to Articles X or
XI, regardless of whether payment is actually made.
1.9 "Board of Directors" means the board of directors of Dow Jones &
Company, Inc. or any successor entity, or any officer or officers of Dow
Jones & Company, Inc. authorized by the Board of Directors to take action on
its behalf.
1.10 "Cash or Deferred Contributions" means any amounts that would
qualify as compensation but for the Participant's agreement to forego
receipt thereof pursuant to a cash or deferred arrangement under Code
Section 401(k)(2), a cafeteria plan under Code Section 125, a simplified
employee pension under Code Section 402(h), or an annuity contract under
Code Section 403(b).
1.11 "Code" means the Internal Revenue Code of 1986, as amended from
time to time.
1.12 "Company" means Dow Jones & Company, Inc. or any other company,
or division or department of a company, having employees to whom the Board
of Directors has extended (with the acceptance of such entity) the benefits
of the Plan, or any successor entities (collectively, the "Companies").
Each Company is listed on Schedule C hereto. Any action by a Company
provided for under the Plan may be taken by the board of directors of that
Company or an officer or officers of that Company authorized by such board
of directors to take such action. Any reference to the board of directors
or officers or jurisdiction of legal organization of a Company shall, with
respect to a Company which is a division or department of a company, be
deemed to refer to the board of directors or officers or jurisdiction of
legal organization, as the case may be, of the company of which such Company
is a division or department. Any reference to the board of directors or
officers of a Company which is not incorporated shall be deemed to refer,
respectively, to person(s) having the legal authority to manage the affairs
of the Company or to the person(s) to whom such authority has been
delegated.
1.13 "Company Fixed Contributions" means Company contributions
described in Section 4.4.
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1.14 "Company Securities" means the common stock or other securities
issued by a Company, by an Affiliated Company, or by any other company
controlling, controlled by or under common control with, a Company.
1.15 "Compensation" means '414(s)' Compensation, from the Companies in
respect of service as an Active Participant, less (to the extent included
therein):
(a) all of the following, even if included in gross income:
expense reimbursements or allowances, cash and noncash fringe benefits,
moving or relocation expenses, deferred compensation and welfare benefits;
(b) only with respect to Highly Compensated Employees for the
Plan Year:
(1) severance benefits (even if not welfare benefits),
(2) ordinary income recognized upon the exercise of non-
qualified stock options,
(3) deferred compensation included in the Participant's gross
income for the Plan Year pursuant to the Participant's election under Code
Section 83(b), and
(4) payments, regardless of form, under the 1990 Performance
Award Plan or any subsequent long term incentive plan for selected
employees; and
(c) amounts paid on account of or in connection with foreign
overseas allowances.
Notwithstanding any provision of the Plan to the contrary, Compensation
shall not exceed the Compensation Limit multiplied by one-twelfth (1/12) the
number of months in the Plan Year.
1.16 "Compensation Limit" means $150,000, as adjusted pursuant to Code
Section 401(a)(17)(B). The Compensation Limit for the Plan Years beginning
January 1, 2000 and 2001 is $170,000.
1.17 "Defined Benefit Plan Fraction" means, for any Limitation Year
beginning prior to January 1, 2000, a fraction, the numerator of which is
the Participant's projected annual benefit under all defined benefit plans
(within the meaning of Code Section 414(j)) of the Affiliated Companies,
which are qualified under Code Sections 401 and 501, determined as of the
close of the Limitation Year, and the denominator of which is the lesser of:
(a) 1.25 (1.0 for any Limitation Year beginning in a Top Heavy
Year) multiplied by the dollar limitation in effect under Code Section
415(b)(1)(A) for that Limitation Year, or
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(b) 1.4 multiplied by the amount that may be taken into account
under Code Section 415(b)(1)(B) with respect to the Participant for that
Limitation Year.
1.18 "Defined Contribution Plan Fraction" means, for any Limitation
Year beginning prior to January 1, 2000, a fraction, the numerator of which
is the sum of the Participant's Annual Additions, and the Participant's
annual additions (as defined in Code Section 415(c)(2)) to all other defined
contribution plans of the Affiliated Companies, for all Limitation Years as
of the close of such Limitation Year and the denominator of which is the sum
of the lesser of the following amounts for such Limitation Year and for each
prior Limitation Year of service with the Affiliated Companies:
(a) 1.25 (1.0 for any Limitation Year beginning in a Top Heavy
Year) multiplied by the dollar limitation in effect under Code Section
415(c)(1)(A) for that Limitation Year (determined without regard to Code
Section 415(c)(6)), or
(b) 1.4 multiplied by the amount that may be taken into account
under Code Section 415(c)(1)(B) with respect to the Participant for that
Limitation Year.
1.19 "Determination Date" means, with respect to any Plan Year, the
last day of the immediately preceding Plan Year, or, with respect to the
first Plan Year of the Plan, the last day of such Plan Year.
1.20 "Disability" means a total and permanent disability which is
certified by a qualified physician or physicians approved by the Plan
Committee as preventing a Participant by bodily injury or disease or mental
disease from engaging in any occupation or employment with a Company and as
likely to continue for the rest of his life. Upon the consideration of the
opinion of such physician and the opinion(s) of such additional physicians,
if any, as the Plan Committee in its discretion may consider appropriate,
the determination by the Plan Committee shall be final and binding on all
persons. The Plan Committee shall not discriminate in any way between
Participants in applying the provisions of this Section.
1.21 "Eligibility Service" means, for Plan Years ending prior to
January 1, 2000, service used to determine an Eligible Employee's
eligibility to become a Participant.
1.22 "Eligible Employee" means any Employee (including any officer) of
a Company (whether or not such person is an exempt employee under Section
13(a)(1) of the Fair Labor Standards Act), who:
(a) is a citizen of the United States employed by a United States
Company and who, effective on or after January 1, 2000, is recorded as an
employee on the United States payroll records of Dow Jones & Company, Inc.
or another Company; or
(b) is a resident alien employed in the United States by a United
States Company or is a nonresident alien employed by a United States Company
and who receives United States earned income, unless the Employee:
(1) is expected to work in the United States (if at all) for
a total of less than five years, and
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(2) in accordance with the laws of the resident alien's country
of citizenship or the nonresident alien's country of residence, is (or,
except for failure to satisfy service requirements, would have been) an
active participant in a local plan in respect of his employment in the
United States.
Eligible Employee shall not include, however, any person covered by a
collective bargaining agreement which does not provide for participation in
the Plan (except to the extent such collective bargaining agreement is
described in Schedule B attached hereto), nor any leased employee within the
meaning of Code Section 414(n)(2) included within the definition of
"Employee" in this Article I. Notwithstanding any other provision of the
Plan to the contrary, the term Eligible Employee shall not include any
individual who is not recorded as an employee on the payroll records of a
Company, including any such individual who is subsequently reclassified by a
court of law or a regulatory body as a common law employee of a Company.
For purposes of clarification only and not to imply that the preceding
sentence would otherwise cover such person, the term Eligible Employee does
not include any individual who performs services for a Company as an
independent contractor or under any other non-employee classification.
As used in this Section:
- "alien" means a person who is not a citizen of the United States;
- "local plan" means a retirement or similar plan sponsored or
maintained by an Affiliated Company consistent with the laws of the foreign
country, including, if applicable, the retirement system sponsored by the
government of that country (if such system has been adopted by the
Affiliated Company for that purpose) and including a plan covering only
third country nationals;
- "nonresident alien" means, with respect to a calendar year, an alien
who is not a resident alien;
- "resident alien" means, with respect to a calendar year, an alien who
- is a lawful permanent resident of the United States at any time
during the calendar year,
- meets the following requirements:
- he is present in the United States on at least 31 days during the
calendar year, and
- he is present in the United States on at least 183 days combined
during the three calendar years ending with the calendar year (when the days
actually present during the nearest preceding calendar year are weighted by
1/3 and the days actually present during the other preceding calendar year
are weighted by 1/6),
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unless he is present in the United States on fewer than 183 days during the
calendar year, has a tax home (within the meaning of Code Section 911(d)(3)
without regard to the second sentence thereof) in a foreign country to which
he has a closer connection than to the United States, and took no steps
during the calendar year to apply for lawful permanent residence status in
the United States, or
- is eligible to elect and does elect, under Code Section 7701(b)(4),
to be treated as a resident of the United States with respect to the
calendar year;
- "third country national" means a nonresident alien employed in a
country other than the United States or his country of citizenship;
- "United States Company" means a Company organized under the laws of
the United States or any state thereof; and
- "United States earned income" means, in respect of a calendar year
for a nonresident alien, earned income (within the meaning of Code Section
911(d)(2)) for personal services performed for an Affiliated Company in the
United States, unless all such earned income is exempt from United States
income tax under an applicable income tax treaty, or unless
- the alien is present in the United States for not more than 90 days
during the calendar year,
- the income does not exceed $3,000 in the aggregate, and
- if the Affiliated Company is not a company organized under the laws
of the United States or any state thereof, the services are performed for an
office or place of business maintained by the Affiliated Company in a
country other than the United States.
1.23 "Eligible Retirement Plan" means (a) an individual retirement
account or individual retirement annuity (other than an endowment contract)
described in Code Sections 408(a) and 408(b), respectively, (b) a qualified
trust described in Code Section 401(a) which is part of a defined
contribution plan, the terms of which permit the acceptance of rollover
distributions, and (c) an annuity plan described in Code Section 403(a).
1.24 "Eligible Rollover Distribution" means any distribution of all or
a portion of a Participant's (or Beneficiary's) accounts under the Plan,
except to the extent that the distribution:
(a) is one of a series of substantially equal periodic payments
made, at least annually, over the life or life expectancy of the Participant
(or Beneficiary) or the joint lives or joint life expectancy of the
Participant and his Beneficiary, determined in the manner described below;
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(b) is one of a series of substantially equal periodic payments
made, at least annually, over a specified period of ten years or more,
determined in the manner described below;
(c) is required under Section 10.3(c) or 11.3(b), relating to
minimum distribution requirements under Code Section 401(a)(9);
(d) for distributions on or after January 1, 2000, is a hardship
distribution of amounts held under the Telerate 401(k) Account or, if such a
distribution is permitted under the Plan, of amounts held under the Pre-Tax
Contributions Account;
(e) is a Loan or portion thereof which is treated as a taxable
distribution for failure to meet the requirements of Code Section 72(p)(2),
such as a default caused by a failure to repay the Loan in a manner that
satisfies that Section, (but an Eligible Rollover Distribution shall include
the outstanding principal and accrued interest on a Loan which is offset
against the Participant's or Beneficiary's accounts under Section 10.1 or
11.1 prior to the payment of benefits);
(f) is a distribution of After-Tax Contributions (but not the
earnings thereon), is equal to the amount of the portion of a Loan which
previously was excluded from treatment as an Eligible Rollover Distribution
under subsection (e) above, or is otherwise not includible in the
Participant's (or Beneficiary's) gross income, (except that an Eligible
Rollover Distribution shall include the portion of a distribution
attributable to net unrealized appreciation described in Code Section
402(e)(4));
(g) is a corrective distribution of After-Tax Contributions (and
income thereon) under Section 5.1(c), relating to actual contribution
percentage testing, and Section 5.2(c)(l), relating to the maximum limit on
contributions; or
(h) is a distribution otherwise described in regulations
promulgated by the Secretary of the Treasury under Code Section 402(c)(4) or
is a distribution otherwise designated for this purpose by the Internal
Revenue Service in revenue rulings, notices, or other guidance of general
applicability.
For purposes of this Section, the determination of whether a series of
payments is a series of substantially equal periodic payments over a life
expectancy or joint life expectancy under subsection (a) above or over a
specified period of ten years or more under subsection (b) above shall be
made at the time payments begin, without regard to contingencies or
modifications that have not occurred. In the event of a subsequent
occurrence of a contingency or modification, a new determination shall be
made, applicable to subsequent payments. Determinations shall be made by
comparison of the payments with an amortization of the amount of the
Participant's accounts subject to the distribution over a period of ten
years or over the applicable life (or joint life) expectancy determined as
the expected return multiple provided under Tables V and VI of Treas. Reg.
Section 1.72-9 at the PBGC interest rate for valuing annuities for a plan
terminating on the first day of the Plan Year containing the Benefit
Commencement Date, or in any other manner specified under a policy adopted
by the Plan Committee consistent with the principles of Code Section
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72(t)(2)(A)(iv) and guidance issued thereunder, including Internal Revenue
Service Notice 89-25.
1.25 "Employee" means any person employed by an Affiliated Company
(but only while the Affiliated Company is, or was, an Affiliated Company,
unless otherwise provided in this Plan), including an Eligible Employee.
Employee shall, to the extent permitted by Code Section 406, be deemed to
include any United States citizen employed by a foreign subsidiary or
affiliate of an Affiliated Company. Employee shall also include an
individual who would be an Employee but who is on a Leave of Absence.
Employee shall not include, however, any director of a Company not otherwise
employed as an Employee.
For purposes of determining the number or identity of Highly
Compensated Employees or for purposes of the pension requirements of Code
Section 414(n)(3), Employee shall also include, effective for services
performed after December 31, 1986, leased employees within the meaning of
Code Section 414(n)(2), provided that if such leased employees constitute
less than 20% of the combined nonhighly compensated work force of the
Affiliated Companies within the meaning of Code Section 414(n)(5)(C)(ii),
Employee shall not include those leased employees covered by a plan
described in Code Section 414(n)(5).
Although Eligible Employees are the only class of Employees eligible to
participate in the Plan, the term "Employee" is used to refer to persons
employed in a non-Eligible Employee capacity as well as an Eligible Employee
category. Thus, those provisions of the Plan that are not limited to
Eligible Employees, such as those relating to certain service computation
rules, apply to both Eligible and non-Eligible Employees.
1.26 "Entry Date" means, prior to January 1, 2000, January 1, and on
or after January 1, 2000, January 1 or July 1.
1.27 "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.
1.28 "'415' Compensation" means a Participant's compensation, within
the meaning of Treas. Section. Section 1.415-2(d)(1) and (2), for a Plan
Year, Limitation Year or other period, as applicable, from the Affiliated
Companies, including, to the extent includible in gross income, the
Participant's wages, salary, and other amounts (including fringe benefits,
reimbursements, expense allowances, vacation pay, and long-term disability
benefits) received or made available or, for Plan Years, Limitation Years or
other periods, as applicable, accrued for personal services actually
rendered, earned income from sources outside the United States whether or
not excluded from taxable gross income, non-deductible moving expenses paid
on behalf of or reimbursed to the Participant, non-qualified stock options
taxable in the year granted, and, to the extent that the Plan Committee so
determines for Plan Years, Limitation Years or other periods, as applicable,
amounts previously not included which are earned but not paid in such period
because of the timing of pay periods and pay days but are paid during the
first few weeks following the end of such period, but excluding deferred
compensation, stock options and other distributions that receive special tax
benefits. Effective for Limitation Years beginning after December 31, 1997,
'415' Compensation also includes any amounts deferred pursuant to Code
Section 402(g)(3), excludable from the gross income of the Employee pursuant
10
to Code Section 125, and qualified transportation fringe benefits described
in Code Section 132(f)(4).
1.29 "'414(s)' Compensation" means '415' Compensation plus, for Plan
Years beginning prior to January 1, 1998, Cash or Deferred Contributions;
provided that '414(s)' Compensation shall not include unpaid accrued
compensation or compensation received while not an Active Participant; and
provided further that with respect to determining contributions to the Plan,
'414(s)' Compensation shall not exceed the Compensation Limit multiplied by
one-twelfth (1/12) the number of months in the Plan Year.
1.30 "Highly Compensated Employee" with respect to a Plan Year means
any Employee who:
(a) was at any time during the Plan Year or the immediately
preceding Plan Year (commonly referred to as the "look-back year") a "5-
percent owner;" or
(b) received during the immediately preceding Plan Year '415'
Compensation plus, for Plan Years ending prior to January 1, 2000, Cash or
Deferred Contributions exceeding:
(1) 80,000 (as adjusted pursuant to Code Section 414(q)(1));
and
(2) was in the top paid group of executives for such preceding
year (for this purpose, an employee is in the top-paid group of executives
for any year if such employee was in the top 20% of the most highly
compensated employees).
A former Employee shall be treated as a Highly Compensated Employee if he
was a Highly Compensated Employee either:
- for the last Plan Year during which he performed services for an
Affiliated Company; or
- for any Plan Year ended after he attained age 55; or
- for any Plan Year ending before he attained age 55 in which his '415'
Compensation plus, for Plan Years beginning prior to January 1, 1998, Cash
or Deferred Contributions, was less than 50% of his average annual '415'
Compensation plus, for Plan Years beginning prior to January 1, 1998, Cash
or Deferred Contributions for any one period (but not necessarily all
periods) of three consecutive calendar years (or, if less, his total period
of employment as an Employee) preceding such Plan Year.
The provisions of this Section shall be interpreted in a manner consistent
with, and so as not to treat any person as a Highly Compensated Employee
except to the extent required by Code Section 414(q).
11
1.31 "Hour of Service" means:
(a) each hour for which an Employee is directly or indirectly
paid or entitled to payment as an Employee for the performance of duties;
(b) each hour for which an Employee is directly or indirectly
paid or entitled to payment as an Employee for reasons other than the
performance of duties;
(c) each hour for which back pay to an Employee, irrespective of
mitigation of damages, has been either awarded or agreed to by the Company
or any Affiliated Company;
(d) each hour for which an Employee would have been credited with
an Hour of Service under subsection (a), (b) or (c) above in respect of
employment with Telerate Systems Incorporated or a subsidiary thereof had
said company at the time been an Affiliated Company;
(e) each hour counted pursuant to Schedule D with respect to a
predecessor employer or a joint venture entered into by a Company; and
(f) only for purposes of determining the existence of a One-Year
Break in Service, each hour for which an Employee is not directly or
indirectly paid or entitled to payment by the Company or any Affiliated
Company, including unpaid leaves of absence and periods of vacation, as may
be determined by the Plan Committee in its sole discretion under rules
uniformly applicable to all Employees similarly situated.
Hours shall be credited under subsections (b) and (c) above in accordance
with Section 2530.200b-2(b) and (c) of Title 29 of the Code of Federal
Regulations, as amended from time to time.
The Company may compute Hours of Service for an Employee whose scheduled
work week is at least 35 hours by crediting 45 Hours of Service for each
calendar week in which the Employee has at least one Hour of Service as
defined above; provided that any such computation shall be made in a manner
uniformly applicable to all Employees similarly situated.
1.32 "Inactive Participant" means a person who has commenced, and
remains in, inactive participation in the Plan pursuant to Section 3.2.
1.33 "Investment Fund" means each investment vehicle into which
amounts attributable to contributions under the Plan may be directed
pursuant to Article VI (collectively, "Investment Funds").
1.34 "Investment Manager" means the one or more investment managers
within the meaning of ERISA Section 3(38) appointed pursuant to Section
14.7.
1.35 "Key Employee" means any Employee who was at any time during the
Plan Year ending on the Determination Date or during any one of the four
Plan Years immediately preceding such Plan Year, any one or more of the
following, interpreted in accordance with Code Section 416(i)(1):
12
(a) an officer of any Affiliated Company whose '415' Compensation
plus, for Plan Years beginning before January 1, 1998, Cash or Deferred
Contributions for the Plan Year, exceeded 50% of the amount in effect under
Code Section 415(b)(1)(A) on December 31 in the Plan Year;
(b) one of the 10 Employees whose '415' Compensation plus, for
Plan Years beginning before January 1, 1998, Cash or Deferred Contributions
for the Plan Year, exceeded the amount in effect under Code Section
415(c)(1)(A) on December 31 in the Plan Year and who owned (or are
considered to have owned) the largest interests, exceeding one-half of one
percent, in the Affiliated Companies;
(c) a "5-percent owner" of any Company of which he is an
Employee; or
(d) a "1-percent owner" of any Company of which he is an Employee
and whose '415' Compensation plus, for Plan Years beginning before January
1, 1998, Cash or Deferred Contributions for the Plan Year, exceeded
$150,000.
1.36 "Leave of Absence" means any leave of absence authorized by the
Company under the Company's standard personnel practices.
1.37 "Life Annuity" means an annuity that requires the survival of the
Participant or his Spouse as a condition for the receipt of one or more
payments or possible payments.
1.38 "Limitation Year" means the Plan Year.
1.39 "Loan" means a loan granted from the Loan Fund in accordance with
(and a loan outstanding under the Telerate Retirement Plan at December 31,
1990 as described under) Article XIII.
1.40 "Loan Fund" means the Investment Fund described in Section 6.3.
1.41 "Matching Contributions" mean Company contributions that are made
on account of Participant Pre-Tax Contributions, as provided in Section 4.3.
1.42 "Named Fiduciary" means the Plan Committee, the Investment
Manager(s) and, only for purposes of appointment and removal of members of
the Plan Committee or selection and termination of the Trustee and entering
into or amending the Trust Agreement, the Board of Directors. Each such
Named Fiduciary shall constitute a named fiduciary within the meaning of
ERISA Section 402(a)(2).
1.43 "One-Year Break in Service" means each one-year computation
period so defined in Appendix A.
1.44 "Participant" means an Active Participant or an Inactive
Participant. A Participant shall be deemed to be a Participant in respect
of the Company in which he is, or was most recently, an Eligible Employee.
13
1.45 "Payroll Deduction Agreement" means an agreement in the form and
manner, written or otherwise, approved by the Plan Committee by which a
Participant agrees to contribute Pre-Tax Contributions to his Pre-Tax
Contributions Account by regular payroll deduction in accordance with the
terms of the Plan.
1.46 "Payroll Period" of a Participant means the regular and
recurring established payroll period for payment of Compensation to an
Employee who is in the Participant's classification or position.
1.47 "Plan" means the Dow Jones 401(k) Savings Plan (formerly the Dow
Jones Profit-Sharing Retirement Plan), originally effective as of 1949, as
amended from time to time.
1.48 "Plan Administrator" means the Plan Committee, which shall
constitute the administrator of the Plan within the meaning of ERISA Section
3(16).
1.49 "Plan Committee" means the committee appointed pursuant to
Section 14.1 or any delegate or delegates authorized by the Plan Committee
to take action on its behalf.
1.50 "Plan Year" means the calendar year.
1.51 "Pre-Tax Contributions" means those amounts contributed to the
Plan as a result of a salary or wage reduction election made by the
Participant pursuant to a Payroll Deduction Agreement in accordance with
applicable provisions of the Plan, to the extent such contributions qualify
for treatment as contributions made under a "qualified cash or deferred
arrangement" within the meaning of Code Section 401(k).
1.52 "Qualified Domestic Relations Order" means:
(a) a "qualified domestic relations order" within the meaning of
Section 206(d) of ERISA and Code Section 414(p), and
(b) any domestic relations order entered before January 1, 1985
that the Plan Committee elects, in its sole discretion, to treat as a
Qualified Domestic Relations Order.
1.53 "Rollover Contributions" means amounts contributed to the Plan by
an Eligible Employee pursuant to Section 4.5(a).
1.54 "Service" means a sum of computation periods so defined in
Schedule A.4.
1.55 "Spouse" means the person to whom a Participant is lawfully
married within the meaning of the federal Defense of Marriage Act as of the
earlier of his Benefit Commencement Date or death, provided that Spouse
shall instead mean another spouse of a Participant to the extent required by
a Qualified Domestic Relations Order.
1.56 "Telerate Pension Plan" means the Telerate Systems Incorporated
Pension Plan, a predecessor to the Telerate Retirement Plan.
14
1.57 "Telerate Profit Sharing Plan" means the Telerate Systems
Incorporated Profit Sharing Plan, a predecessor to the Telerate Retirement
Plan.
1.58 "Telerate Retirement Plan" means the Telerate Systems
Incorporated Retirement Plan, accruals under which were frozen as of
December 31, 1990, and which was merged into this Plan effective January 1,
1991.
1.59 "Top Heavy Year" means a Plan Year for which the Plan is top
heavy, as defined below and interpreted in accordance with Code Section 416
and applicable regulations thereunder. For purposes of this Section:
(a) The Plan shall be "top heavy" for any Plan Year if it is
included in, or it alone constitutes, an aggregation group (defined below)
under which, as of the Determination Date, the sum of the present value of
the cumulative accrued benefits for all Key Employees (and their
beneficiaries) under all defined benefit plans included in such group plus
the aggregate of the Accounts of all Key Employees (and their beneficiaries)
under all defined contribution plans included in such group (after including
any Company Contributions timely made for the preceding Plan Year under
Schedule A or Company Fixed Contributions made pursuant to Section 4.4)
exceeds 60% of the analogous sum for all participants (and their
beneficiaries) under such plans. For purposes of this subsection (a):
(1) the foregoing sums shall not include any amounts in respect
of Participants who have performed no service for any Affiliated Company
during the five (5) year period ending with the Determination Date, but they
otherwise shall include distributions made during the five (5) year period
ending with the Determination Date, and
(2) the accrued benefits of an Employee other than a Key
Employee shall be determined for Plan Years beginning after December 31,
1986
(A) under the method that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Affiliated
Companies, or
(B) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Code Section 411(b)(1)(C).
(b) The term "aggregation group" means all existing and
terminated plans (even if only one plan) maintained by all Affiliated
Companies in which, during the Plan Year containing the Determination Date
or any of the preceding four (4) Plan Years, a Key Employee was a
participant or which, during the Plan Year containing the Determination Date
or any of the preceding four (4) Plan Years, was combined with any of such
plans in order to meet the coverage or nondiscrimination requirements of
Code Sections 410 or 401(a)(4). The aggregation group shall also include
those additional plans, if any, which are selected from time to time by the
Board of Directors to be included in the aggregation group if their
inclusion would not prevent the aggregation group from meeting the
requirements of Code Sections 410 and 401(a)(4) as of the particular
Determination Date.
15
1.60 "Transfer Contributions" means amounts contributed to the Plan in
respect of a Participant or an Eligible Employee pursuant to Section 4.5(b).
1.61 "Trust Agreement" means the trust agreement established to
implement the Plan, as amended from time to time.
1.62 "Trust Fund" means the fund, including the earnings thereon, held
by the Trustee into which all contributions of the Participant and the
Company are deposited pursuant to the Plan. The Trust Fund shall be divided
into such Investment Funds as are designated in or under Article VI.
1.63 "Trustee" means the trustee or trustees, from time to time, of
the trust established under the Trust Agreement.
1.64 "Valuation Date" means (a) with respect to Participants'
Accounts, the last day of each month or such other or additional days as the
Plan Committee may determine, and (b) with respect to any Investment Fund,
each Valuation Date with respect to Participants' Accounts and such
additional days as the Plan Committee may determine as applicable to that
Investment Fund.
1.65 "Year of Service" means each one-year computation period so
defined in Appendix A.
16
ARTICLE II
SERVICE
The Plan provisions relating to an Employee's service are applicable for
periods ending prior to January 1, 2000, and are set forth in Schedule A.4.
17
ARTICLE III
PARTICIPATION
3.1 Commencement of Active Participation. A person shall commence or
recommence active participation in the Plan in accordance with the following
rules:
(a) The rules applicable for Plan Years ending prior to January 1,
2000 are set forth in Schedule A.5.
(b) Any Employee on January 1, 2000 who was an Active Participant
in the Plan on December 31, 1999 shall continue to be an Active Participant
on and after such date. A person who (1) was an Employee on January 1, 2000
but was not an Active Participant in the Plan on December 31, 1999, or (2)
becomes an Employee of a Company after January 1, 2000, shall become
eligible to be an Active Participant in the Plan as of the Entry Date that
coincides with or immediately follows the earliest date on which the
Employee is an Eligible Employee of such Company and when he has completed
five hundred (500) Hours of Service in the six-month period beginning with
his Employment Commencement Date or any six-month anniversary thereof. No
break-in-service rules shall apply for purposes of this Section 3.1(b).
Notwithstanding the preceding paragraph, if a part-time Eligible Employee
satisfies the five hundred (500) Hours of Service requirement specified
therein in the month of June or December, such individual shall not be
eligible to make Pre-Tax Contributions or be Credited with Matching
Contributions until the next following August 1 or February 1, respectively.
However, such an individual shall be eligible to be credited with Company
Fixed Contributions commencing on the applicable Entry Date as determined in
accordance with the preceding paragraph.
If an Employee who is not an Eligible Employee becomes an Eligible Employee,
such Eligible Employee shall be eligible to become an Active Participant in
the Plan as of the Entry Date that coincides with or immediately follows the
later of (1) the date the Employee becomes an Eligible Employee, or (2) if
applicable, the date such Employee satisfies the requirements of this
Section 3.1(b).
If an Employee ceases to be an Eligible Employee and then again becomes an
Eligible Employee, such Employee shall be eligible to become an Active
Participant in the Plan as of the Entry Date that coincides with or
immediately follows the later of (1) the date the Employee again becomes an
Eligible Employee, or (2) if applicable, the date such Employee satisfies
the requirements of this Section 3.1(b).
3.2 Commencement of Inactive Participation A person shall commence or
recommence inactive participation in the Plan in accordance with the
following rules:
(a) An Eligible Employee not eligible to be an Active Participant
under Section 3.1 shall become an Inactive Participant upon receipt of
Transfer Contributions or Rollover Contributions on his behalf by the
Trustee.
18
(b) An Active Participant shall become an Inactive Participant as
of the date he ceases to be an Eligible Employee.
3.3 Termination of Participation. An Active Participant or an
Inactive Participant shall cease to be a Participant as of the date he no
longer has, under the provisions of the Plan, an interest in an Account.
3.4 Transfer of Employment.
(a) If an Active Participant is transferred from one Company to
another Company, such Active Participant shall automatically continue as an
Active Participant under the Plan with such other Company, if the Active
Participant continues to be an Eligible Employee.
(b) If an Active Participant ceases to be an Eligible Employee
upon or following a transfer to a Company or Affiliated Company, and
therefore becomes ineligible to continue to be an Active Participant, such
Employee shall continue to be a Participant with respect to the
Participant's Accounts at the date he ceases to be an Eligible Employee, and
shall not be eligible to elect payment of his vested interest in his
Accounts solely because he is no longer an Eligible Employee.
3.5 Employee Responsibility. It shall be the responsibility of each
Participant who elects to make Pre-Tax Contributions to this Plan to verify
that amounts of his contributions are in accordance with his election, and
investment of such contributions is in accordance with his investment
designation. It shall also be the responsibility of each Participant to
periodically review his Beneficiary designation and any other elections
under this Plan. In the case of an Eligible Employee who ceases to be an
Eligible Employee and then again becomes an Eligible Employee, it shall be
such Eligible Employee's responsibility to file any required contribution
election form prior to any Entry Date coinciding with or following the date
he is eligible to be an Active Participant, if he wishes to contribute to
the Plan.
19
ARTICLE IV
CONTRIBUTIONS
4.1 Determination of Company Contributions. Subject to the
requirements and restrictions of this Article IV and Article V, and subject
also to the amendment or termination of the Plan or the suspension or
discontinuance of contributions as provided herein, Company contributions to
the Plan shall be determined in accordance with this Article IV.
4.2 Pre-Tax Contributions.
(a) General. Effective for Plan Years beginning on and after
January 1, 2000, and subject to the limitations on contributions under
Article V, the Company, with respect to each Payroll Period, shall
contribute to the Pre-Tax Contributions Account of each Active Participant
in the Plan who is a United States citizen or has United States source
income from the Company and has a Payroll Deduction Agreement in effect for
such payroll Pre-Tax Contributions in an amount equal to the reduction in
the Participant's Compensation specified in his Payroll Deduction Agreement;
provided that no Pre-Tax Contributions shall be made to a Participant's Pre-
Tax Contributions Account for any Payroll Period in which his compensation
is insufficient to permit the agreed-upon Pre-Tax Contributions after all
statutory withholdings and deductions, deductions authorized by the
Participant and any other deductions, are made. In addition, an Active
Participant who is not a United States citizen and who has no United States
source income from a Company may make contributions to the Pre-Tax
Contributions Account (or such other account deemed appropriate by the
Committee) in accordance with this Section 4.2(a); provided, however, that
such contributions shall not be treated as Pre-Tax Contributions for United
States income tax purposes, but shall be treated as if they were Pre-Tax
Contributions for purposes of Sections 1.6, 4.2, 4.3, 4.5, 5.1 and 5.2.
(b) Payroll Deduction Agreements. A Payroll Deduction Agreement
shall not be valid unless the Participant specifies therein the amount of
Compensation which he agrees to forego pursuant to the Payroll Deduction
Agreement. Such amount must be in increments of one percent (1%) of the
Participant's Compensation, and shall not exceed 10% or such other fraction
of the Participant's Compensation as the Plan Committee may from time to
time determine.
An Active Participant's initial Payroll Deduction Agreement shall become
effective as soon as reasonably practicable after it is received by the Plan
Committee, taking into account any necessary adjustments to the Company's
payroll deduction system, and shall remain effective until changed or
revoked. Effective with the Payroll Period next following the Payroll
Period for which the most recent Payroll Deduction Agreement is effective,
an Active Participant may change the percentage of Compensation which he
agrees to forego pursuant to a Payroll Deduction Agreement by executing a
new Payroll Deduction Agreement which is received by the Plan Committee on
or before the commencement of that Payroll Period. An Active Participant's
subsequent Payroll Deduction Agreement shall remain effective until
similarly changed or revoked.
20
(c) Suspension of Pre-Tax Contributions. A Participant may at any
time, by notice to the Plan Committee in the form or manner prescribed by
the Plan Committee, direct the discontinuance of all Pre-Tax Contributions
on his behalf. Such discontinuance shall become effective with the Payroll
Period commencing on or next following receipt of the written notice (or in
such electronic form as designated by the Plan Committee) by the Plan
Committee. An Active Participant may thereafter resume Pre-Tax
Contributions to the Plan in accordance with the provisions of Section
4.2(b).
(d) Payment to Trustee. Pre-Tax Contributions under this Section
4.2 for any Plan Year shall be paid to the Trustee in cash or cash
equivalents as soon as reasonably practicable after the Participants'
compensation is reduced pursuant to the Payroll Deduction Agreements.
(e) Effective Date of Initial Election. An Active Participant's
initial contribution election shall be first effective as of the date
determined in accordance with Section 3.1. Such contribution election shall
remain in effect until it is modified, revoked or terminated, pursuant to
Section 4.8. A contribution election shall be made in such form and manner
as the Plan Committee shall prescribe or approve.
4.3 Matching Contributions. For each Payroll Period, a Company shall
contribute to the Plan for each Active Participant a Matching Contribution
which is equal to 100% of the Participant's Pre-Tax Contributions to the
extent that such Pre-Tax Contributions do not exceed 2% of the Participant's
Compensation for that Payroll Period. Matching Contributions for a Payroll
Period shall be paid to the Trustee and allocated to the Participant's
Matching Contributions Account as soon as reasonably practicable following
the Payroll Period. Notwithstanding the foregoing, if the total Matching
Contributions on behalf of a Participant for a Plan Year do not equal at
least 100% of the Participant's Pre-Tax Contributions for such Plan Year, to
the extent such Contributions do not exceed 2% of the Participant's
Compensation for the Plan Year, then the Company shall make additional
Matching Contributions so that the total Matching Contributions made on
behalf of the Participant for the Plan Year equal 100% of the Participant's
Pre-Tax Contributions for such Plan Year, to the extent such Contributions
do not exceed 2% of the Participant's Compensation for the Plan Year.
Matching Contributions shall be 100% vested at all times, and shall be
subject to the distribution restrictions applicable to Pre-Tax
Contributions.
4.4 Company Fixed Contributions. For each Payroll Period, a Company
shall contribute to the Plan for each Active Participant a Company Fixed
Contribution which is equal to 3% of the Participant's Compensation for that
Payroll Period. Company Fixed Contributions for a Payroll Period shall be
paid to the Trustee and allocated to the Participant's Company Contributions
Account as soon as reasonably practicable following the Payroll Period.
Company Fixed Contributions shall be 100% vested at all times, and shall be
subject to the distribution restrictions applicable to Pre-Tax
Contributions.
21
4.5 Rollover Contributions and Transfer Contributions.
(a) Rollover Contributions.
(1) To the extent permissible under Code Section 402(c), and
in accordance with rules established by the Plan Committee, all or part of a
distribution from a plan that satisfies the requirements of Code Section
401(a), or from an individual retirement account which is attributable
solely to a rollover contribution within the meaning of Code Section
408(d)(3), may be rolled over into this Plan by any Eligible Employee.
(2) A Rollover Contribution by an Eligible Employee shall be
credited to a Rollover Account established for such Eligible Employee in
accordance with rules which the Plan Committee shall prescribe from time to
time. Any Rollover Contributions in accordance with this Section 4.5(a)
shall be in cash, except as provided in Section 4.5(a)(3) below, and shall
not be subject to distribution except as expressly provided under the terms
of the Plan.
(3) An Eligible Employee who has become an Eligible Employee in
connection with the acquisition by a Company of a business entity or
business segment of an unrelated employer may, in accordance with rules and
procedures established or approved by the Plan Committee, include in a
direct Rollover Contribution from the unrelated employer's qualified plan to
this Plan, an outstanding loan from such plan, which Eligible Employee shall
repay to this Plan in accordance with Article XIII.
(4) An Eligible Employee who makes a Rollover Contribution to
the Plan shall be treated as a Participant for purposes of the Plan
provisions relating to maintenance, valuation, investment, loans,
withdrawals, and distribution of Accounts; provided, however, that such
Eligible Employee shall not be eligible to make Pre-Tax Contributions to the
Plan or be credited with Matching Contributions or Company Fixed
Contributions prior to satisfaction of the requirements of Articles II and
III, and shall not receive an allocation of Matching Contributions under the
Plan with respect to any Rollover Contribution. An Employee described in
this Section 4.5(a)(4) shall receive credit for hours of service with a
predecessor employer if so provided on Schedule D.
(5) The Plan Committee may require a Participant seeking to
make a Rollover Contribution to furnish such information with respect to the
contribution (including, without limitation, opinions of law, proof of the
qualified status of the predecessor plan, and proof of the timeliness of the
contribution) as the Plan Committee, in its discretion, considers necessary
or appropriate for the proper administration of the Plan. If the Internal
Revenue Service subsequently determines that a Rollover Contribution does
not qualify for tax-free rollover treatment, the Plan Committee may require
that the Rollover Contribution and income thereon be returned to the
Participant.
(b) Transfer Contributions.
(1) Subject to paragraph (2) below, the Transfer Account of a
Participant shall be credited with Transfer Contributions to the Plan equal
22
to the amount or amounts transferred to and accepted by the Trustee on
behalf of such person, upon the express authorization of the Plan Committee,
and derived from employer and/or employee contributions held in an
individual account for such person under a plan maintained for the benefit
of the employees of any employer, including amounts accumulated with respect
to such contributions pursuant to the provisions of such plan as income,
expenses, gains and losses, and any forfeitures of accounts of other
participants under such plan which may have been credited to such account.
(2) The Plan shall accept Transfer Contributions from a plan
only if, with respect to the assets transferred:
(A) the trustee of such plan certifies to the Trustee,
in writing, that such plan and its trust meet the requirements
of Section 401, including Section 401(k), if applicable, and
Section 501 of the Code and the requirements of ERISA, and the
trustee of such plan certifies to the Trustee, in writing,
that the qualified joint and survivor annuity and qualified
preretirement survivor annuity provisions of Code Section 417
do not apply, and
(B) such plan did not provide any form of benefit as of
the date of transfer not provided under Article IX or X,
unless such form of benefit can be eliminated under
regulations prescribed by the Secretary of the Treasury
pursuant to Code Section 411(d)(6)(B)(ii).
4.6 Timing of Company Contributions. In no event shall any Company
contributions under this Article IV for any Plan Year be made later than the
time prescribed by law for the deduction of such contributions for purposes
of the Company's Federal income tax, as determined by the applicable
provisions of the Code.
4.7 Requirement for Profits. Any contributions by a Company under
this Plan may be made without regard to current or accumulated profits for
the Company's tax year; provided, however, the Plan is designed to qualify
as a profit sharing plan for purposes of Code Section 401(a), et. seq.
4.8 Modification, Revocation or Termination of Contribution Election.
(a) Subject to the limitations of Articles IV and V, an Active
Participant may modify his contribution election effective as of any Entry
Date (or such more frequent time as permitted by the Plan Committee) by
filing his notice of such modification with the Plan Committee prior to such
Entry Date in accordance with rules prescribed by the Plan Committee.
(b) An Active Participant may revoke his contribution election
effective as of the first day of any Payroll Period by filing his notice of
such revocation with the Plan Committee before the first day of such Payroll
Period in accordance with rules prescribed or approved by the Plan
Committee. A revocation shall remain in effect throughout that Plan Year
and all subsequent Plan Years until the Participant makes a new contribution
election pursuant to Section 3.1.
23
(c) An Active Participant's Payroll Deduction Agreement
automatically terminates if he ceases to be an Eligible Employee. If he
again becomes an Active Participant and desires again to make Pre-Tax or
(for periods prior to January 1, 2000) After-Tax Contributions, it shall be
his responsibility to make a new contribution election in order to resume
contributions.
(d) The Plan Committee may prescribe such rules as it deems
necessary or appropriate regarding the modification, revocation or
termination of an Active Participant's Payroll Deduction Agreement.
4.9 Irrevocability. A Company shall have no right or title to, nor
interest in, the contributions made to the Trust Fund, and no part of the
Trust Fund shall revert to a Company except that on and after the Effective
Date funds may be returned to the Company as follows:
(a) In the case of a Company contribution which is made by a
mistake of fact, that contribution (and any income allocable to such
contribution) may be returned to the Company within one (1) year after it is
made; provided, however, that any losses on such contributions shall offset
the amount returned.
(b) All contributions to the Trust Fund are conditioned on
deductibility under Code Section 404. In the event a deduction is
disallowed for any such contribution, such contribution (and any income
allocable to such contribution) shall be returned to the Company within one
(1) year of the disallowance of the deduction; provided, however, that any
losses on such contributions shall offset the amount returned.
4.10 Nondiscrimination Testing.
(a) ADP Testing. Effective for Plan Years beginning after
December 31, 1999 in which the Plan fails to satisfy the requirements of
Code Section 401(k)(12), the Plan shall satisfy the actual deferral
percentage test of Code Section 401(k)(3) and Treasury Regulation Section
1.401(k)-1(b), as modified by guidance issued by the Internal Revenue
Service. If the Company so elects for a Plan Year, Company Fixed
Contributions may be counted as Pre-Tax Contributions for purposes of this
Section 4.10(a). If this Section 4.10(a) becomes applicable for a Plan
Year, the "current year" testing method shall be used.
(b) ACP Testing. Effective for Plan Years (1) beginning before
January 1, 2000 with respect to After-Tax Contributions, and (2) beginning
after December 31, 1999 with respect to Matching Contributions for any Plan
Year for which the Plan fails to satisfy the requirements of Code Section
401(m)(11), the Plan shall satisfy the actual contribution percentage test
of Code Section 401(m)(2) and Treasury Regulation Section 1.401(m)-1(b), as
modified by guidance issued by the Internal Revenue Service. For Plan Years
beginning prior to January 1, 2000, the Company may elect to make qualified
nonelective contributions (within the meaning of Code Section 401(m)(4)(C))
in order to satisfy this Section 4.10(b). Such qualified nonelective
contributions shall be credited to a Participant's Company Contributions
Account. For Plan Years beginning after December 31, 1999, if the Company
so elects, Company Fixed Contributions may be counted as Matching
Contributions for purposes of this Section 4.10(b). For Plan Years
beginning before January 1, 2000, and if this Section 4.10(b) becomes
24
applicable for a Plan Year beginning after December 31, 1999, the "current
year" testing method shall be used.
(c) Multiple Use Test. Effective for Plan Years beginning after
December 31, 1999, and at any time that the Plan fails to satisfy the
requirements of Code Sections 401(k)(12) and 401(m)(11), the Plan shall
satisfy the multiple use test of Code Section 401(m)(9) and Treasury
Regulation Section 1.401(m)-2, as modified by guidance issued by the
Internal Revenue Service. If this Section 4.10(c) becomes applicable for a
Plan Year, the "current year" testing method shall be used.
4.11 Provisions Applicable Prior to January 1, 2000. The Plan
provisions applicable prior to January 1, 2000 with respect to Company
contributions, After-Tax Contributions, and restoration of certain
forfeitures are set forth in Schedule A.
25
ARTICLE V
LIMITATIONS ON CONTRIBUTIONS
5.1 Limit on Pre-Tax Contributions.
(a) Plans of Affiliated Companies Only. Notwithstanding anything
to the contrary in Article IV, the amount of Pre-Tax Contributions on behalf
of a Participant for any Plan Year shall not exceed $7,000 (as adjusted
pursuant to Code Section 402(g)(5)).
(b) Plans of Affiliated Companies and Other Plans or
Arrangements. If the Plan Committee receives a written notice (or in such
electronic form as designated by the Plan Committee) from a Participant not
later than March 1 of any calendar year:
(1) which states that the Participant's "elective deferrals,"
within the meaning of Code Section 402(g), for the immediately
preceding calendar year, exceed the limit prescribed by Code Section
402(g) by an amount specified in the notice, and
(2) which specifies the amount of such excess allocated by
the Participant to the Plan,
the amount of such allocated excess (and any income allocable to such
amount, calculated in such manner as may be prescribed by the Secretary of
the Treasury), less any excess Pre-Tax Contributions previously returned to
the Participant for the Plan Year beginning with or within such calendar
year under Section 5.2, shall be distributed to the Participant not later
than the April 15 following receipt of the notice (without regard to other
provisions of the Plan with respect to distributions). A Participant whose
elective deferrals under this Plan and any other plans of an Affiliated
Company exceed the amount permissible under Code Section 402(g) shall be
deemed to have automatically given notice to the Plan Committee in
accordance with this Section 5.1(b).
5.2 Maximum Limit on Contributions.
(a) All Defined Contribution Plans. Notwithstanding anything to
the contrary in Article IV, and subject to the requirements of subsection
(d) below, a Participant's Annual Addition in any Limitation Year may not
exceed the lesser of:
(1) $30,000 (as adjusted pursuant to Code Section 415(d)); or
(2) 25% of the Participant's '415' Compensation (excluding
from the Annual Addition any amounts allocated to the Participant's
individual medical account, if any, as described in Code Section 415(1)
or to his post-retirement medical benefit account, if any, under Code
Section 419A(d)).
(b) All Defined Contribution and Defined Benefit Plans.
Effective for Limitation Years beginning prior to January 1,
2000 and subject to the requirements of subsection (d) below,
in any case in which a
26
Participant is a participant in both a defined benefit plan maintained by
any Affiliated Company (as described in subsection (d)) and a defined
contribution plan maintained by that or any other Affiliated Company (as
described in subsection (d)), the sum of the Defined Benefit Plan Fraction
and the Defined Contribution Plan Fraction for any Limitation Year may not
exceed one (1.0); provided that if the Plan satisfied the applicable
requirements of Code Section 415 as in effect for all Limitation Years
beginning before January 1, 1987, the numerator of the Defined Contribution
Plan Fraction shall be reduced (but not below zero) by an amount, prescribed
by the Secretary of the Treasury, in determining whether this requirement is
satisfied.
(c) Contribution Reductions, If Necessary. If the limitation
imposed by this Section 5.2 otherwise would be exceeded in respect of a
Participant in a Limitation Year, the Participant's annual benefit under the
defined benefit plan(s), if any, in which he participates shall be reduced
to the extent required (in accordance with the terms of such plan) to permit
compliance with such limitation. If such action is not sufficient to permit
such compliance, contributions to the Participant's Accounts for that
Limitation Year shall be reduced to the extent necessary to reduce the
Participant's Annual Addition to the extent required to permit such
compliance. Such reduction, plus any net gains (but not net losses)
attributable thereto under the Plan, shall be made in the following order:
(1) After-Tax Contributions (with the reductions, including
net gains, returned to the Participant);
(2) Pre-Tax Contributions (with the reductions, including net
gains, returned to the Participant);
(3) Other contributions, with the reductions (including net
gains) to be held unallocated in a suspense account (without allocation
thereto of gains or losses) for the Limitation Year and then used to
offset the contribution obligations of the Companies in the next-
following Limitation Year and, to the extent not exhausted thereby,
succeeding Limitation Years (subject to the limitations of this Section
5.2).
(d) Special Definition of "Affiliated Companies". For purposes
of this Section 5.2, all defined benefit plans (whether or not terminated)
of the Affiliated Companies shall be treated as one defined benefit plan,
and all defined contribution plans (whether or not terminated) of the
Affiliated Companies shall be treated as one defined contribution plan;
provided that in applying the definition of "Affiliated Company" in Article
I of the Plan to determine those companies that are an "Affiliated Company"
for the purposes of this Section 5.2, the phrase "more than 50 percent"
shall be substituted for the phrase "at least 80 percent" each time it
appears in Code Section 1563(a).
(e) Construction Consistent With Code. This Section 5.2 is
intended to satisfy the requirements imposed by Code Section 415 and shall
be construed in a manner that will effectuate this intent, without imposing
limitations that are more stringent than those required by Code Section 415.
5.3 Deductibility of Contributions by Companies. Notwithstanding
anything to the contrary in Article IV, no Company shall be required to make
27
any contribution to the Plan which, when considered with the other
contributions of the Companies to this or any other plans, exceeds the
maximum deductible contributions under Code Section 404(a), including, if so
directed by the Board of Directors, paragraph (3)(B) thereof.
28
ARTICLE VI
INVESTMENT OF FUNDS
6.1 Investment Funds. The Plan Committee shall designate from time to
time various investment vehicles which shall comprise the Investment Funds
into which Participants' Accounts may be invested, subject to prior
satisfaction of any applicable Federal or state securities laws,
regulations, or requirements, and Section 404(c) of ERISA and the
regulations thereunder.
6.2 Participant Selection of Investments.
(a) Future Contributions. A Participant may from time to time
designate that future contributions to be credited to his Account be
invested, in such fractions or increments as shall be permitted under
guidelines established and announced from time to time by the Plan Committee
(and specified in the Participant's designation), in one or more of the
Investment Funds which have been designated by the Plan Committee as
available for this purpose. Such designation by a Participant shall be in
writing on a form provided by the Plan Committee or in such electronic form
as designated by the Plan Committee and, except as may otherwise be required
by the particular Investment Fund, shall become effective as soon as
reasonably practicable as of any Valuation Date coincident with or following
its receipt by the Plan Committee or by a designee appointed for this
purpose and announced by the Plan Committee.
(b) Existing Account Balances. Subject to any restrictions on
transferring funds applicable to any Investment Fund, a Participant may from
time to time designate that his existing Account balance be reinvested, in
such fractions or increments as shall be permitted under guidelines
established and announced from time to time by the Plan Committee (and
specified in the Participant's designation), in one or more of the
Investment Funds which have been designated by the Plan Committee as
available for this purpose, and provided further that if the short-term
investments in any Investment Fund are not sufficient to satisfy the
outstanding designations of all Participants, such designations shall be
prorated in accordance with a procedure developed by the Plan Committee.
Such designation by a Participant shall be in writing on a form provided by
the Plan Committee or in such electronic form as designated by the Plan
Committee and, except as may otherwise be required by the particular
Investment Fund, shall become effective as soon as reasonably practicable as
of any Valuation Date coincident with or following its receipt by the Plan
Committee or by a designee appointed for this purpose and announced by the
Plan Committee.
(c) Participant's Failure to Select. Amounts with respect to
which a Participant has made no investment choice shall be invested in an
Investment Fund designated for this purpose in advance by the Plan
Committee.
(d) Special Rule for Company Securities. Notwithstanding the
foregoing, the Trustee shall not purchase or sell Company Securities under
the Plan, on behalf of any Participant's or Beneficiary's Account or
otherwise, during any period if, in the opinion of the Plan Committee, such
transaction is restricted by any applicable law or regulation or could
29
result in liability of the Plan. During any such restricted period
pertaining to a purchase or sale of Company Securities, amounts that
otherwise would be invested in respect of affected Participants or
Beneficiaries in the Investment Fund for Company Securities shall instead be
invested in accordance with the provisions of subsection (c) above. The
Plan Committee may instruct the Trustee as to the manner or time or times as
to which the Trustee shall conduct any purchases or sales of Company
securities in the interest of Participants so as to comply with legal
requirements, including the rules and regulations of the Securities and
Exchange Commission, for such transactions not to result in any liability to
the Plan. Nothing in this subsection (d) shall be deemed to permit the
selection of any investment, divestment or distribution not otherwise
permitted in, or pursuant to, this Section 6.2 or Articles IX, X or XI.
6.3 Loan Fund. A Loan Fund shall consist of notes executed by
Participants evidencing Loans outstanding in accordance with the provisions
of Article XIII.
30
ARTICLE VII
PLAN ACCOUNTS
7.1 Accounts. Separate Accounts shall be established for each
Participant, known collectively as such Participant's Accounts, which shall
be maintained on behalf of such Participant until he has terminated his
participation or, with respect to a former Participant, until the funds in
his Accounts have been paid out entirely to, or liquidated to provide
benefits for, the former Participant or his Beneficiary in accordance with
the provisions of the Plan. The Plan Committee may establish such other
accounts, and may subdivide any accounts or subdivided accounts, as it may
deem necessary for the proper administration of the Plan.
7.2 Crediting Investment Earnings.
(a) General. As of each Valuation Date with respect to an
Investment Fund other than the Loan Fund, the Plan Committee shall
determine, or direct the Trustee to determine, the market value of each
Participant's Accounts in such manner (as determined by the Plan Committee
or the Trustee) as shall reflect the investment earnings (whether gain or
loss) of that Investment Fund and a pro-rata portion of any credits or
charges to the Trust Fund not otherwise directly allocable to specific
Investment Funds since the immediately preceding Valuation Date, which, if
not directly determined or reflected on a per share basis, shall, with
respect to each Investment Fund other than the Loan Fund, be allocated as a
credit (or charge) to each of the Participant's Accounts in the same
proportion as the amount allocated to that Investment Fund in that account
of the Participant since the preceding Valuation Date (as determined by the
Plan Committee or the Trustee) bears to the total amount allocated to that
Investment Fund in all Accounts of all Participants since the preceding
Valuation Date (as determined by the Plan Committee or the Trustee).
(b) Loan Fund. Principal and interest attributable to any note
in the Loan Fund shall be allocated entirely to the Accounts of the
Participant who is obligated on the note.
7.3 Accounting. Separate accounting shall be maintained of the
investment in, and the gains or losses with respect to, each Investment Fund
for the vested and, where applicable, the nonvested portion(s) of each of
the Participant's Accounts. Gains or losses for this purpose shall be
deemed to include, as applicable, contributions, withdrawals, distributions,
investment earnings (whether gains or losses) and any other credits and
charges allocable under the Plan.
31
7.4 Risk of Loss. The Companies do not guarantee that the market
value of any Investment Fund will be equal in value to the purchase price of
the assets of the Investment Fund or that the total amount distributable or
withdrawable with respect to any period will be equal to or greater than the
amount of the contributions for such period. Each Participant assumes all
risk of any decrease in the value of each of the Investment Funds in which
his Accounts are invested.
32
ARTICLE VIII
VESTING
A Participant shall be 100% vested in his entire Accounts at all times.
33
ARTICLE IX
WITHDRAWALS
9.1 Withdrawals of After-Tax Contributions. Subject to the spousal
consent requirements of Section 9.3, a Participant who is an Employee shall
be entitled, upon giving written notice to the Plan Committee (or in such
electronic form as designated by the Plan Committee) and not more than once
in any Plan Year, to withdraw all or a portion of his After-Tax
Contributions Account (exclusive of amounts invested in the Loan Fund), but
not to exceed the portion of his cumulative After-Tax Contributions not
previously withdrawn. Such withdrawals of After-Tax Contributions shall
exhaust all Pre-1987 After-Tax Contributions prior to any withdrawals of
After-Tax Contributions that a Participant made between January 1, 1987 and
December 31, 1999. The minimum amount a Participant shall be permitted to
withdraw pursuant to this Section 9.1 is $300 (or such greater amount, in
increments of $100, as the Plan Committee may from time to time determine)
or, if less, his entire cumulative After-Tax Contributions not previously
withdrawn. Payment of a withdrawal made pursuant to this Section 9.1 shall
be made as soon as reasonably practicable as of any Valuation Date with
respect to Participants' Accounts following the date the written notice (or
in such electronic form as designated by the Plan Committee) of the
Participant's election to make a withdrawal is received by the Plan
Committee.
9.2 Withdrawals After Termination of Employment or While Receiving
Benefits in Quarterly or Annual Installments. Subject to the spousal
consent requirements of Section 9.3:
(a) a Participant who is not an Employee but who has not
commenced receiving a benefit under Article X, and
(b) a Participant or Participant's Beneficiary who has commenced
the receipt of benefits in quarterly or annual installments under Section
10.2(b) or 11.2(b), respectively, shall be entitled, upon giving written
notice (or in such electronic form as designated by the Plan Committee) to
the Plan Committee and not more than once in any Plan Year, to withdraw all
or a portion of one or more of his Accounts (exclusive of amounts invested
in the Loan Fund). The minimum amount a Participant or Beneficiary shall be
entitled to withdraw pursuant to this Section 9.2 is $1,000 or such greater
amount, in increments of $500, as the Plan Committee may from time to time
determine, or, if less, the Participant's entire Accounts. Payment of a
withdrawal made pursuant to this Section 9.2 shall be made as soon as
reasonably practicable as of any Valuation Date with respect to
Participants' Accounts following the date the written notice (or in such
electronic form as designated by the Plan Committee) of the Participant's
election to make a withdrawal is received by the Plan Committee.
9.3 Spouse's Consent to Withdrawals. For withdrawals made prior to
the date annuity forms of distribution are eliminated in accordance with
Section 10.2(b), the spousal consent rules set forth in Schedule E.1 shall
apply.
34
9.4 Payment of Withdrawals.
(a) Election of Direct Rollover. If a Participant's withdrawal
under this Article IX constitutes or includes an Eligible Rollover
Distribution, and
(1) the Participant elects, no more than 90 days prior to the
payment of his withdrawal, to have all or a portion of the Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan,
(2) the Participant specifies such Eligible Retirement Plan
in his election on a form provided, and in the manner prescribed, by
the Plan Committee, and
(3) if required under a policy adopted by the Plan Committee,
the trustee or plan custodian of, or the contract issuer under, the
Eligible Retirement Plan certifies prior to the date for the payment of
the Participant's withdrawal, on a form provided by or acceptable to
the Plan Committee, that the Eligible Retirement Plan is, or is
intended to be,
(A) an individual retirement account or individual
retirement annuity (other than an endowment contract) meeting
the requirements of Code Sections 408(a) and 408(b),
respectively,
(B) a qualified trust meeting the requirements of Code
Section 401(a) which is part of a defined contribution plan,
the terms of which permit the acceptance of rollover
distributions, or
(C) an annuity plan meeting the requirements of Code
Section 403(a),
as the case may be,
then the portion of the Eligible Rollover Distribution designated by the
Participant shall be paid in a direct rollover to the Eligible Retirement
Plan specified by the Participant. A Participant's failure to make a timely
election under this subsection (a) and timely to furnish the certification
required under paragraph (3) hereof shall be treated as an election against
a direct rollover of any portion of his withdrawal.
(b) Proration of Withdrawals. Withdrawals shall be prorated
across all Investment Funds; provided however that a Participant may request
a withdrawal of funds from a specific Investment Fund.
(c) Trustee. All payments of withdrawals hereunder shall be made
by the Trustee as of the date(s) specified in this Article IX. The Trustee
shall be entitled to receive written instructions (or the electronic
equivalent thereof acceptable to the Trustee) and proper notice from the
Plan Committee, or any person or committee designated by the Plan Committee,
with respect to any payment and shall not be required to make such payments
until such instructions have been received in a form which in the opinion of
the Trustee is sufficiently clear with respect to the payments required.
35
9.5 Repayment of Withdrawals. No amounts withdrawn pursuant to this
Article IX may be repaid to the Plan.
36
ARTICLE X
PARTICIPANT'S BENEFITS UPON SEPARATION FROM EMPLOYMENT
10.1 Participant's Benefits. Except as may be provided by a Qualified
Domestic Relations Order, a Participant who ceases to be an Employee for any
reason other than his death shall be entitled to receive his entire
nonforfeitable interest in his Accounts valued as of the Valuation Date with
respect to Participants' Accounts as of which his Accounts are liquidated to
purchase his benefits in accordance with this Article, reduced by any
security interest held by the Plan by reason of Loans outstanding to the
Participant unless such outstanding Loans are timely repaid in accordance
with Section 13.6(c).
10.2 Form of Benefits.
(a) Normal Form. Except as otherwise provided in Schedule E.2, a
Participant's benefits shall be payable as a single lump sum, in cash;
provided that if such lump sum is comprised of more than one check or
similar instrument, all such instruments shall be paid within the same
taxable year of the Participant; and further provided that if the
Participant's entire benefits payable do not exceed $5,000 ($3,500 for
periods prior to January 1, 1998) at the time they are payable, his benefits
shall be payable as a single lump sum, in cash.
(b) Election of Optional Form. A Participant may elect in writing on
a form provided by or acceptable to the Plan Committee (or in such
electronic form as designated by the Plan Committee) that his benefits be
paid as:
- an annuity, including a single or joint life annuity or a term
certain annuity, provided under a single premium annuity contract
issued by an insurance company and purchased with the Participant's
benefits and meeting the requirements of Section 10.3(c); provided,
however, that annuity forms of benefit shall not be available with
respect to any distribution with a Benefit Commencement Date after
May 1, 2001;
- quarterly or annual installments in cash, in an amount specified by
the Participant, to be paid solely from the balance of the
Participant's Accounts (with the unpaid portion of the Accounts
remaining invested pursuant to Article VI and accumulating investment
earnings (whether gain or loss) pursuant to Article VII) until the
earlier of the Participant's death or the depletion of his Accounts,
and the remainder (if any), with continuing investment earnings,
thereafter to be paid in quarterly or annual installments, equal to
the original installments, to the Participant's Beneficiary
determined under Section 11.2; or
- in the manner timely elected by the Participant pursuant to Section
242(b) of the Tax Equity and Fiscal Responsibility Act of 1982, if
said election remains valid under regulations promulgated by the
Secretary of the Treasury.
37
Such election shall not be effective unless made not more than 90 days
before the Participant's Benefit Commencement Date.
In applying the requirements of Section 10.3(c), life expectancies will not
be recalculated except to the extent, with respect to the election of
quarterly or annual installments under this subsection (b), that the
Participant elects, no later than the required commencement date specified
in Section 10.3(c)(1) (whether or not his benefit has already commenced),
that either his, his Spouse's, or both his and his Spouse's, life
expectancy(ies) shall be recalculated, which election shall not require his
Spouse's consent and shall be revocable any time prior to said required
commencement date (whether or not his benefit has already commenced).
(c) Modification of Installment Payments While in Pay Status. A
Participant or Beneficiary who is receiving benefits in the form of
quarterly or annual installments under subsection (b) above may revise the
Participant's election prospectively to increase or decrease the amount of
installment payments (or may revoke the Participant's election
prospectively) by making a new election in writing (or in such electronic
form as designated by the Plan Committee) in the same manner as and subject
to the restrictions upon the Participant's original election, where the date
scheduled for the payment of the first installment under the revised
election (or the first installment missed under a revoked election) shall be
treated as the Benefit Commencement Date for purposes of applying the
provisions of this Article X to the new election.
10.3 Commencement of Benefits. Except as may otherwise be elected by
the Participant on a form provided by the Plan Committee, a Participant's
benefits shall commence (or, if none, shall be deemed to commence) as of the
Valuation Date described in Section 10.1 as soon as reasonably practicable
following the date on which he ceases to be an Employee; provided that to
the extent required by the following rules, a Participant's benefits shall
commence as of and as soon as reasonably practicable after any other
Valuation Date described in Section 10.1:
(a) in satisfaction of Code Section 411(a)(11), if the
Participant's entire benefits payable exceed $5,000 ($3,500 for periods
prior to January 1, 1998) at the time they are payable, no portion thereof
shall be paid during the Participant's life before he reaches age 62 without
his written consent (or in such electronic form as designated by the Plan
Committee) given no more than 90 days prior to such payment;
(b) in satisfaction of Code Section 401(a)(14), unless the
Participant otherwise elects, payment of the Participant's benefits shall
begin not later than the 60th day after the close of the Plan Year in which
the last of the following occurs:
(1) the Participant attains age 62;
(2) the tenth anniversary of the Participant's commencement
of participation in the Plan; or
(3) the Participant ceases to be an Employee;
38
(c) in satisfaction of Code Section 401(a)(9) and subject to any
additional requirements or exceptions set forth in regulations promulgated
under that Section by the Secretary of the Treasury, including Proposed
Treas. Reg. Section 1.401(a)(9)-2 (but not by way of providing any form or
delay in commencement of benefit not otherwise provided under this Plan),
(1) payment of the Participant's benefits shall commence not
later than April 1 of the calendar year following the later of (A) the
calendar year in which the Participant attains age 70 1/2 (except, for
a Participant who attains age 70 1/2 in 1998 and who remains an
Eligible Employee on January 1, l999, the calendar year 1999), or (B)
for a Participant who is not a 5% owner (as that term is defined in
Code Section 416(i)(1)(B)(i)), the calendar year in which the
Participant retires;
(2) the Participant's entire interest shall be distributed
either (A) over his life or over his and his Beneficiary's joint lives,
or (B) over a period not extending beyond his life expectancy or his
and his Beneficiary's joint life expectancies; and
(3) if the Participant dies after benefit payments begin and
before his entire interest has been distributed, the form of
distribution in effect before his death shall not be changed unless his
remaining interest shall be distributed at least as rapidly as under
the form of distribution in effect before he died;
provided that the requirements of this Section 10.3(c), other than any
additional requirements set forth in regulations promulgated by the
Secretary of the Treasury under the "incidental death benefit" requirements
of Code Section 401(a)(9)(G), shall not apply to benefits under the "Section
242(b) election" under Section 10.2(b);
(d) a Participant's benefits payable in the form of quarterly or
annual installments under Section 10.2(b) shall commence not later than
December 31 of the year in which he attains age 70 1/2, and the minimum
distribution made in said year by said date (including a withdrawal under
Section 9.2) shall be the minimum distribution otherwise required to be made
by April 1 of the following year under subsection (c) above; and
(e) prior to July 1, 1989, a Participant's benefits shall
commence not later than the first day of the month following his attainment
of age 68; provided that a Participant who reached age 68 prior to July 1,
1989 and whose benefits commenced as of the date he reached age 68 in the
form of quarterly or annual installments under Section 10.2(b) may, after
June 30, 1988, elect to cease the further receipt of benefits until
otherwise required under this Section 10.3.
10.4 Distributions.
(a) Election of Direct Rollover. If a Participant's benefits
otherwise payable under this Article X, or benefits payable to a former
spouse who is an Alternate Payee under a Qualified Domestic Relations Order,
constitute or include an Eligible Rollover Distribution, and
(1) the Participant or Alternate Payee elects, no more than
90 days prior to the payment of his benefits, to have all or a portion
39
of the Eligible Rollover Distribution (to the extent it is not an
outstanding Loan obligation offset against the Participant's benefits
under Section 10.1) paid directly to an Eligible Retirement Plan,
(2) the Participant or Alternate Payee specifies such
Eligible Retirement Plan in his election on a form provided, and in the
manner prescribed, by the Plan Committee, and
(3) if required under a policy adopted by the Plan Committee,
the trustee or plan custodian of, or the contract issuer under, the
Eligible Retirement Plan certifies prior to the date for the payment of
the Participant's or Alternate Payee's benefits, on a form provided by
or acceptable to the Plan Committee, that the Eligible Retirement Plan
is, or is intended to be,
(A) an individual retirement account or individual
retirement annuity (other than an endowment contract) meeting
the requirements of Code Sections 408(a) and 408(b),
respectively,
(B) a qualified trust meeting the requirements of Code
Section 401(a) which is part of a defined contribution plan,
the terms of which permit the acceptance of rollover
distributions, or
(C) an annuity plan meeting the requirements of Code
Section 403(a),
as the case may be,
then the portion of the Eligible Rollover Distribution designated by the
Participant or Alternate Payee (to the extent it is not an outstanding Loan
obligation offset under Section 10.1) shall be paid in a direct rollover to
the Eligible Retirement Plan specified by the Participant or Alternate
Payee. A Participant's or Alternate Payee's failure to make a timely
election under this subsection (a) and timely to furnish the certification
required under paragraph (3) hereof shall be treated as an election against
a direct rollover of any portion of his benefits. A Participant's or
Alternate Payee's election with respect to one payment in a series of
periodic payments shall apply to all subsequent payments in the series,
provided that the Participant shall be entitled to change his election at
any time, in the same manner specified in this subsection (a) for making an
initial election, with respect to subsequent payments in the series.
(b) Partial Company Contribution Distributions. Subject to
Schedule E.4, any partial distribution of a Participant's Accounts shall be
made in the following order and as the Plan Committee may determine from
time to time:
(A) After-Tax Contributions made prior to January 1, 1987;
(B) After-Tax Contributions made after December 31, 1986;
(C) Company Fixed Contributions;
40
(D) Rollover Contributions;
(E)Contributions credited under the Telerate 401(k) Account;
(F) Qualified nonelective contributions (within the meaning
of Code Section 401(m)(4)(C)) credited under the Company Contributions
Account;
(G) Contributions credited under the Qualified Employer
Contributions Account;
(H) Pre-Tax Contributions; and
(I) Matching Contributions.
(c) Proration of Distributions. Distributions shall be prorated
across all Investment Funds; provided however that a Participant may request
a distribution of funds from a specific Investment Fund.
(d) Trustee. All distributions hereunder shall be made by the
Trustee as of the date(s) specified in this Article X. The Trustee shall be
entitled to receive written instructions (or the electronic equivalent
thereof acceptable to the Trustee) and proper notice from the Plan
Committee, or any person or committee designated by the Plan Committee, with
respect to any distribution and shall not be required to make such
distributions until such instructions have been received in a form which in
the opinion of the Trustee is sufficiently clear with respect to the
distributions required.
41
ARTICLE XI
BENEFICIARY'S BENEFITS UPON PARTICIPANT'S DEATH
11.1 Beneficiary's Benefits. Upon the death of a Participant prior to
his Benefit Commencement Date, his Beneficiary shall be entitled to receive
the entire nonforfeitable interest in the Participant's Accounts valued as
of the Valuation Date with respect to Participant's Accounts as of which the
Accounts are liquidated to purchase the Beneficiary's benefits in accordance
with this Article, reduced by any security interest held by the Plan by
reason of Loans outstanding to the Participant unless such outstanding Loans
are timely repaid in accordance with Section 13.6(c).
11.2 Beneficiary and Form of Benefits.
(a) Participant's Designation of Beneficiary. Except to the
extent otherwise stated in a Beneficiary designation under this subsection
(a), to the extent no Beneficiary is validly designated under this
subsection or to the extent no such validly designated Beneficiary survives
the Participant, the Participant's Beneficiary shall be his Spouse, or, if
there is no Spouse, the Participant's surviving children in equal shares,
or, if there is no Spouse or surviving child, the Participant's estate.
On a form provided by or acceptable to the Plan Committee (or in such
electronic form as designated by the Plan Committee), a Participant may
designate (elect) as his Beneficiary one or more persons (which can include
the Participant's Spouse and can include primary and contingent
beneficiaries) or trusts, provided that the estate of a Beneficiary who dies
prior to the Beneficiary's Benefit Commencement Date shall not be the
contingent beneficiary unless expressly so provided in the Participant's
election. In no event may a Beneficiary change the contingent beneficiary
selected by the Participant. If the Participant is married upon his death,
such election shall not be effective unless:
(1) the Participant's Spouse (if any) consents, or has
consented, in writing (or in such electronic form as designated by the
Plan Committee) to such election (which consent shall be irrevocable
with respect to the election to which it was given), and
(A) such consent is witnessed by a notary public;
(B) the non-Spouse Beneficiary (if any) designated by the
election may not be changed (other than revoked) without the
Spouse's similarly notarized written consent (or in such
electronic form as designated by the Plan Committee), except to
the extent, if any, that the Spouse's consent expressly permits
further Beneficiary designations by the Participant without the
Spouse's further consent; and
(C) the Spouse's consent acknowledges the effect of such
election; or
42
(2) it is established to the satisfaction of the Plan Committee
that such consent cannot be obtained
(A) because the Participant has no Spouse;
(B) because the Spouse cannot be located; or
(C) because of such other circumstances as the Secretary of
the Treasury may by regulations prescribe.
(b) Beneficiary's Election of Form of Benefits. Unless he
otherwise elects in accordance with this subsection (b), a Beneficiary's
benefits shall be paid as a single lump sum, in cash, otherwise; provided
that if such lump sum is comprised of more than one check or similar
instrument, all such instruments shall be paid within the same taxable year
of the Beneficiary.
On a form provided by or acceptable to the Plan Committee (or in such
electronic form as designated by the Plan Committee) and signed by the
Beneficiary after the Participant's death and prior to the commencement of
benefits, the Beneficiary may elect, in lieu of the form of benefits
otherwise payable under this Section, that, subject to the requirements of
Section 11.3, his benefits be paid as:
- an annuity, including a single life annuity or a term certain
annuity, provided under a single premium annuity contract issued by an
insurance company and purchased with the Beneficiary's benefits and meeting
the requirements of Section 11.3(b); provided, however, that annuity forms
of benefit shall not be available with respect to any distribution with a
Benefit Commencement Date after May 1, 2001; or
- quarterly or annual installments in cash, in an amount specified by
the Beneficiary, to be paid solely from the balance of the Participant's
Accounts (with the unpaid portion of the Accounts remaining invested
pursuant to Article VI and accumulating investment earnings (whether gain or
loss) pursuant to Article VII) until the earlier of the Beneficiary's death
or the depletion of the Participant's Accounts, and the remainder (if any),
thereafter to be paid to the Beneficiary's estate in a single lump sum, in
cash.
In applying the requirements of Section 11.3(b), life expectancy will not be
recalculated except to the extent, with respect to a Spouse's election of
quarterly or annual installments under this subsection (b), that the Spouse
so elects, no later than the required commencement date specified under
Section 11.3(b) (whether or not the Spouse's benefit has already commenced),
which election shall be revocable any time prior to said required
commencement date (whether or not the Spouse's benefit has already
commenced).
(c) Modification of Installment Payments While in Pay Status. A
Beneficiary who is receiving benefits in the form of quarterly or annual
installments under subsection (b) above may revise his election
prospectively to increase or decrease the amount of installment payments (or
may revoke his election prospectively) by making a new election in writing
(or in such electronic form as designated by the Plan Committee) in the same
43
manner as and subject to the restrictions upon his original election, where
the date scheduled for the payment of the first installment under the
revised election (or the first installment missed under a revoked election)
shall be treated as the commencement of benefits for purposes of applying
the provisions of this Article XI to the new election.
11.3 Commencement of Benefits. Except as may otherwise be elected by
the Beneficiary on a form provided by the Plan Committee, the Beneficiary's
benefits shall commence as of the Valuation Date described in Section 11.1
as soon as reasonably practicable following the date of the Participant's
death; provided that to the extent required by the following rules, a
Beneficiary's benefits shall commence as of and as soon as reasonably
practicable after any other Valuation Date:
(a) in satisfaction of Code Section 417(e), if
(1) the Beneficiary is the Participant's Spouse,
(2) for periods prior to the date specified in Section
10.2(b) regarding the elimination of annuity forms of benefit, the
Participant ever elected a Life Annuity under this Plan or (but only to
the extent that), for periods prior to January 1, 2001, the
Participant's benefits are attributable to a Pension Account, and
(3) the Spouse's entire benefits payable exceed $5,000
($3,500 for periods prior to January 1, 1998) at the time they are
payable,
no portion thereof shall be paid prior to the date the
Participant, if he had not died, would have reached age 62 without the
Spouse's written consent (or in such electronic form as designated by the
Plan Committee) given no more than 90 days prior to such payment;
(b) in satisfaction of Code Section 401(a)(9) and subject to any
additional requirements or exceptions set forth in regulations promulgated
under that Section by the Secretary of the Treasury (but not by way of
providing any form or delay in commencement of benefit not otherwise
provided under this Plan), payment of the Beneficiary's benefits shall, upon
the election of the Beneficiary on a form provided by the Plan Committee:
(1) be completed not later than the last day of the calendar
year containing the fifth anniversary of
(A) the Participant's death, or
(B) if the Participant's Beneficiary is his Spouse and the
Spouse dies before the commencement of payment of the Spouse's
benefits was made or required under the Section without the
Spouse's estate being contingent beneficiary, the Spouse's death;
or
(2) if the benefits will be distributed over the Beneficiary's
life or over a period not exceeding the Beneficiary's life expectancy,
commence not later than (A) the last day of the calendar year next
following the calendar year in which the Participant died, or (B) if
later and the Participant's Beneficiary is his Spouse and the Spouse
does not die before
44
the commencement of payment of the Spouse's benefits, not later than
the last day of the calendar year in which the Participant, if he had
not died, would have reached age 70 1/2.
Any election under this subsection (b) must be made no later than the
earlier of the completion date under paragraph (1) and the commencement date
under paragraph (2). If no election is timely made, payment shall be made
in compliance with paragraph (2) if the Beneficiary is the Participant's
Spouse and otherwise in compliance with paragraph (1).
If the Participant's Spouse is the Beneficiary but dies before distribution
of the Spouse's benefit has begun in annuity form and before distribution
was required to begin under this subsection (b) (even if it had begun in
other than annuity form), payment to the contingent Beneficiary (whether or
not the Spouse's estate), shall be subjected to the requirements of this
subsection (b) by substituting the Spouse's date of death for the
Participant's date of death.
11.4 Distributions.
(a) Election of Direct Rollover by Spouse. If the benefits of a
Participant's Spouse otherwise payable under this Article XI constitute or
include an Eligible Rollover Distribution, and
(1) the Spouse elects, no more than 90 days prior to the
payment of his benefits, to have all or a portion of the Eligible
Rollover Distribution (to the extent it is not an outstanding
Loan obligation offset against the Spouse's benefits under
Section 11.1) paid directly to an Eligible Retirement Plan which
is an individual retirement account or individual retirement
annuity (but not a Section 401(a) qualified trust or a Section
403(a) annuity plan),
(2) the Spouse specifies such individual retirement plan or
annuity in his election on a form provided, and in the manner
prescribed, by the Plan Committee, and
(3) if required under a policy adopted by the Plan
Committee, the plan custodian of the individual retirement plan
or annuity certifies prior to the date for the payment of the
Spouse's benefits, on a form provided by or acceptable to the
Plan Committee, that the individual retirement plan or annuity
is, or is intended to be, an individual retirement account or
individual retirement annuity (other than an endowment contract)
meeting the requirements of Code Sections 408(a) and 408(b),
respectively,
then the portion of the Eligible Rollover Distribution designated by the
Spouse (to the extent it is not an outstanding Loan obligation offset under
Section 11.1) shall be paid in a direct rollover to the individual
retirement plan or annuity specified by the Spouse. A Spouse's failure to
make a timely election under this subsection (a) and timely to furnish the
certification required under paragraph (3) hereof shall be treated as an
election against a direct rollover of any portion of his benefits. A
Spouse's election with respect to one payment in a series of periodic
payments shall apply to all subsequent payments in the series, provided that
the Spouse shall be entitled to change his election at any time, in the same
manner specified in this subsection(a) for making an initial election, with
respect to subsequent payments in the series.
45
(b) Trustee. All distributions hereunder shall be made by the
Trustee as of the date(s) specified in this Article XI. The Trustee shall
be entitled to receive written instructions (or the electronic equivalent
thereof acceptable to the Trustee) and proper notice from the Plan
Committee, or any person or committee designated by the Plan Committee, with
respect to any distribution and shall not be required to make such
distributions until such instructions have been received in a form which in
the opinion of the Trustee is sufficiently clear with respect to the
distributions required.
46
ARTICLE XII
VALUATION OF ACCOUNTS
For purposes of payment of the balances credited to a Participant's
Accounts following the occurrence of an event entitling the Participant or a
Beneficiary to a distribution for any reason, the value of a Participant's
Accounts shall be determined by the Plan Committee as of the date payment of
the Accounts is processed; provided, however, in no event shall payment be
processed prior to each of the following:
(a) the timely furnishing to the Participant of any legally
required notices of his distribution rights and options under the Plan, and
(b) the filing of a timely request of the Participant (or his
Beneficiary) with the Plan Committee for payment of the Participant's
benefit with respect to such event, and such forms or documents as the Plan
Committee may require in connection with the processing of the request. In
the case of a Participant whose Accounts do not exceed $5,000 ($3,500 for
periods prior to January 1, 1998), distribution of such Participant's
Accounts shall be made, to the extent determined by the Plan Committee in
its discretion, without regard to whether the Participant consents to such
distribution.
47
ARTICLE XIII
LOANS
13.1 Loan Amount, Term and Interest Rate.
(a) Amount. An Active Participant may borrow from the Plan an
amount that does not exceed the smallest of:
(1) 100% of the value of the Participant's entire
nonforfeitable interest in his Accounts, other than his After-Tax
Contributions Account and Transfer Account, under this Plan;
(2) 50% of the value of the Participant's entire
nonforfeitable interest in his Accounts under this Plan and his account
under the Dow Jones Money Purchase Retirement Plan, less the balance of
all other outstanding loans to the Participant under this Plan and the
Dow Jones Money Purchase Retirement Plan;
(3) $50,000 less the highest outstanding balance of loans to
the Participant under all tax-qualified defined benefit and defined
contribution plans of the Affiliated Companies, including this Plan,
during the one-year period ending on the day immediately preceding the
date of the Loan;
(4) 50% of the present value of the Participant's
nonforfeitable accrued benefits (determined without regard to any
deductible employee contributions as defined in Section 72(0) (5) (B)
of the Code) under all tax-qualified defined benefit and defined
contribution plans of the Affiliated Companies, including this Plan, as
determined by the Plan Committee (but not less than $10,000), less the
balance of all other loans outstanding to the Participant under all
tax-qualified defined benefit and defined contribution plans of the
Affiliated Companies, including this Plan; or
(5) such lesser maximum amount as the Plan Committee may from
time to time establish and apply uniformly to all Loans made pursuant
to the terms of the Plan.
Notwithstanding any other provision of the Plan to the contrary, no Loan
shall be taken from this Plan unless the Participant's Accounts available to
take the Loan under the Plan are sufficient to provide the entire amount of
the requested loan; provided, however, that if neither the Participant's
Accounts under this Plan nor his account under the Dow Jones Money Purchase
Retirement Plan are sufficient when considered separately to provide the
entire amount of the requested loan, the loan shall be made first by loaning
the entire amount available for loan under this Plan and then by loaning any
remaining amount under the Dow Jones Money Purchase Retirement Plan.
Loans shall be granted in $100 increments, provided that the minimum amount
48
of any Loan granted under the Plan shall be $1,000. For purposes of this
Section 13.1, the value of a Participant's Accounts shall be determined as
of such date as the Plan Committee shall determine.
(b) Term. Loans shall be granted for a minimum term of one year,
or for a term that is an integral multiple of one year up to a maximum term
of five years, provided that:
(1) the term of the Loan may not result in payments per any
Payroll Period of less than $10, or such other amount as the Plan
Committee may from time to time determine;
(2) a Loan used solely to acquire the principal residence of
the Participant may have a term not exceeding ten years, and a
Loan outstanding under the Telerate Retirement Plan at December
31, 1990 used solely to acquire the principal residence of the
Participant or (for Loans not made after December 31, 1986) to
acquire, construct, reconstruct, or substantially rehabilitate the
principal residence of the Participant or a member of his family
may have a term exceeding five years, as specified in the note for
said Loan; and
(3) no loan term shall extend beyond the date on which a
Participant's distributions are required to commence in accordance
with Section 10.3(c).
(c) Interest Rate. Loans shall bear such rate of interest as the
Plan Committee determines, under a written procedure established by it
(which shall constitute a part of the Plan), and will provide a return
commensurate with the interest rates charged by persons in the business of
lending money for loans which would be made under similar circumstances.
(d) Level Amortization. Except as provided in regulations
prescribed by the Secretary of the Treasury, Loans shall require
substantially level amortization (with payments not less frequently than
quarterly) over the term of the Loan.
(e) Periodic Approval. Loans shall be approved by the Plan
Committee effective on the last day of a month or such other or additional
days as the Plan Committee may establish applicable to all Participants;
provided, however, that in the sole discretion of the Plan Committee, a Loan
may be approved effective on a date other than such date if administratively
feasible and if emergency circumstances exist for a Participant.
(f) Administrative Charge. For each Loan, the Participant's
Accounts may be charged a one-time loan origination fee and an annual
maintenance fee, each in a flat dollar amount as determined and established
from time to time by the Plan Committee (and applicable to all Loans, only
to additional Loans, only to Loans to Inactive Participants, or otherwise,
as determined by the Plan Committee) as appropriate to defray, but not to
exceed, the Plan's average per Loan administration costs or incurred
expenses.
13.2 Order of Withdrawals for Loans. Loans shall be taken from
Participants' Accounts in the following order:
(a) Company Contributions Account (except for qualified
nonelective contributions);
49
(b) Matching Contributions Account;
(c) Rollover Account;
(d) Telerate 401(k) Account;
(e) Qualified nonelective contributions (within the meaning of
Code Section 401(m)(4)(C)) credited under the Participant's Company
Contributions Account;
(f) Qualified Employer Contributions Account; and
(f) Pre-Tax Contributions Account.
13.3 Proration of Withdrawals for Loans. Withdrawals shall be
prorated across all Investment Funds in the Participant's Accounts from
which the Loan is withdrawn.
13.4 Frequency of Loans.
(a) A Participant may be granted a Loan under this Plan no more
frequently than twelve months following the date of the grant of the
Participant's last Loan from, and no more frequently than 24 months
following a default of a Loan of the Participant under, this Plan or any
other plan maintained by an Affiliated Company, or such longer period of
time as the Plan Committee may from time to time establish applicable to all
Participants.
(b) A Participant shall not have more than five Loans outstanding
at any time under this Plan and all other plans maintained by the Affiliated
Companies.
13.5 Security for Loans.
(a) No Loan shall be made to any Participant prior to the
execution and delivery by the Participant of an application therefor, a note
payable to the Trustee on which the Participant shall be personally liable
for the amount of the Loan and in a form or manner prescribed by the Plan
Committee, an authorization for payroll deductions for repayment of the
Loan, the written consent of the Participant (or in such electronic form as
designated by the Plan Committee) and, if he is married at the time of the
making of the Loan, the notarized written consent (or in such electronic
form as designated by the Plan Committee) of the Participant's then-current
spouse, to the making of the Loan and to the possible reduction of the
Participant's Accounts under the terms of the Plan to satisfy the Loan
obligation, provided further that such consent or consents shall be given
within 90 days prior to the making of the Loan.
(b) Cash equal to the value of any Loan granted plus the loan
origination fee, if any, under Section 13.1(f) shall be transferred from the
Investment Fund or Investment Funds (other than the Loan Fund) in which the
nonforfeitable portion of the Participant's Accounts, other than his After-
Tax Contributions Account and Transfer Account, are invested and which are
designated by the Plan Committee pursuant to uniform rules, in proportion to
the nonforfeitable amount of such Accounts invested in such Investment Fund
or Investment Funds; however, the grant of a Participant's application for a
Loan shall not be deemed a change of investment designation with respect to
his existing Account balances. The amount so transferred, less the loan
50
origination fee, if any, shall be paid to the Participant, and the
remainder, in the amount of the loan origination fee, shall remain
unallocated in the Trust Fund. Upon such transfer of cash to the
Participant, the note evidencing the Participant's Loan obligation to the
Trust Fund, shall be transferred to the Loan Fund. The Participant's note
shall be held as an investment of the Participant's Account in the Loan
Fund, provided that, notwithstanding the nonalienation rule of Section 18.4,
the Loan Fund shall have a first lien on said note.
13.6 Repayment.
(a) General. Repayment shall be accomplished through regular
payroll deductions. Payments by a Participant shall be applied first to
outstanding interest and then to reduce the outstanding principal balance of
the Loan and shall be allocated to the Participant's Accounts and invested
as designated from time to time by the Plan Committee pursuant to uniform
rules. A Participant shall be entitled to prepay without penalty all (but
not merely a part) of the total outstanding principal amount of and interest
accrued on any Loan under the Plan, provided that no prepayment shall be
made earlier than one year following the date the Loan is granted.
Prepayments shall be allocated to the Participant's Accounts and invested in
the same manner as repayments.
(b) Authorized Leave of Absence. A Participant with an
outstanding Loan who is placed on authorized Leave of Absence status for any
reason shall, in addition, be entitled to select one of the following modes
of repayment while not in pay status:
(1) installment payments equivalent in value to the payments
deducted from his paycheck, or
(2) deferred payment of all principal and interest for the
duration of the absence (but not to exceed one year), followed by the
reamortization, on the date on which the Participant returns to pay
status and at the then-current interest rate determined under Section
13.1(c), of the then-outstanding principal and interest (including
interest accrued during the absence) in substantially equal
installments over the remaining Loan term, extended by the period of
absence while not in pay status;
provided that in no event shall any Loan become due and payable later than
the expiration of the five-year limitation prescribed by Section 13.1(b),
unless otherwise permitted by that Section.
(c) Death or Termination of Employment. If, prior to repayment
of the total principal amount of and accrued interest on a note held by the
Loan Fund,
(1) a Participant ceases to be an Employee for any reason
other than his death and the said amount is not repaid in full by the
end of the day (or, if the Participant did not voluntarily cease to be
an Employee, within 30 days after the day) he ceases to be an Employee,
or
(2) a Participant dies and said amount, including any further
accrued interest, is not repaid in full within 90 days after his death,
51
then, unless the Participant (or, in the event of his death, his
Beneficiary) is described in Section 13.7, the Participant's applicable
nonforfeitable Account balances shall be reduced, in proportion to their
investment in the Loan Fund, by the amount of said total outstanding
principal amount and accrued interest prior to the payment of any benefits
to the Participant or his Beneficiary, and the amount of such reduction
shall be applied to satisfy the note held by the Loan Fund.
(d) Default. If (1) any Loan repayment required hereunder is
not timely paid in full or (2) the Participant or other individual who is
obligated on the Loan is a party to an action under the federal Bankruptcy
Code, the entire outstanding principal balance and accrued interest shall
become immediately due and payable, and interest shall continue to accrue
until the note held by the Loan Fund is satisfied in full.
13.7 Certain Beneficiaries and Inactive Participants. Any person who
is a "party in interest" to the Plan within the meaning of Section 3(14) of
ERISA (for example, a 5-percent owner or one of the 10 most highly
compensated employees) and who is either a Beneficiary having an Account
under the Plan or an Inactive Participant shall be entitled to borrow from
the Plan on the same terms and conditions as an Active Participant, provided
that:
(a) the principal residence exception under Section 13.1(b) shall
apply only with respect to the principal residence of a Participant,
and
(b) the requirement under Section 13.6(a) for repayment through
regular payroll deductions shall not apply unless the Inactive
Participant is an employee of a Company.
13.8 Further Limitations on Loans. Notwithstanding anything to the
contrary contained in this Article XIII, the Plan Committee reserves the
right to limit further the amount that may be borrowed hereunder, to limit
further the terms and conditions under which Loans will be made, or to
declare a moratorium on the granting of Loans to Participants on the basis
of uniform and nondiscriminatory rules.
52
ARTICLE XIV
ADMINISTRATION OF PLAN
14.1 Appointment of Plan Committee. There shall be a Plan Committee
which shall consist of not fewer than three (3) nor more than seven (7)
members who shall be appointed by the Board of Directors. Members of the
Plan Committee shall hold office until their death, resignation,
disqualification or removal. The Plan Committee shall be the Plan
Administrator.
14.2 Resignation and Removal of Members. Any member of the Plan
Committee may resign at any time by giving written notice to the other
members and to the Board of Directors, effective as therein stated. Any
member of the Plan Committee may, at any time, be removed by the Board of
Directors.
14.3 Appointment of Successors. Upon the death, resignation,
disqualification or removal of any member of the Plan Committee, the Board
of Directors may appoint a successor. Notice of appointment of a successor
member shall be given by the Board of Directors in writing to the Plan
Committee and to the Trustee.
14.4 Power and Duties of the Committee. The Plan Committee shall have
full power, authority and discretion to control and manage the operation and
administration of the Plan and to construe and apply all of its provisions,
provided that the Plan Committee shall have no power, authority, or
responsibility with respect to those matters which are the responsibility of
the Trustee. Any action taken by the Plan Committee in its discretion in
the exercise of authority conferred upon it by this Plan shall be conclusive
and binding upon Participants, their Beneficiaries and all other persons.
All discretionary powers conferred upon the Plan Committee shall be
absolute, provided that no discretionary power shall be exercised in such
manner as to cause or create discrimination in favor of Employees who are
officers or shareholders of any Company or Highly Compensated Employees.
Benefits under this Plan will be paid only if the Plan Committee decides in
its discretion that the applicant is entitled to them. The authority of the
Plan Committee shall include, but not by way of limitation, the following:
(a) Authority to interpret the provisions of the Plan and to
determine any questions arising under the Plan or in connection with the
administration or operation thereof;
(b) Authority to determine all questions affecting the
eligibility of any person to be, become or remain a Participant in the Plan;
(c) Authority to determine the Service of any person and to
compute the amount of benefit or other sum payable under the Plan to any
person;
(d) Authority to determine all questions regarding the status of
any person as a Participant;
(e) Authority to authorize and direct all disbursements of
benefits and other sums under the Plan and to determine the manner in which
benefits shall be payable to Participants;
53
(f) Authority to adopt such rules as it may deem desirable for
the purpose of regulating the conduct and discharge of its business and
duties in the administration of the provisions of the Plan, provided that
such rules shall not be inconsistent with the provisions of the Plan;
(g) Authority to purchase such liability insurance as it may
deem appropriate in connection with the operation and administration of the
Plan;
(h) Authority to direct the Trustee to undertake and assume the
authority and responsibility to invest and reinvest the assets of the Plan
and to make any decision respecting assets of the Plan, provided that any
such direction shall be in writing;
(i) Authority to make or provide for the making of any audit or
examination of the investment affairs of the Plans;
(j) Authority to engage such legal, actuarial, accounting,
clerical, administrative, medical and other services as it may deem proper,
including authority to employ one or more persons to render advice with
regard to any responsibility which the Plan Committee, any member thereof or
any other person designated under Section 14.5 may have under the Plan;
(k) Authority to charge a Participant's Accounts an
administration fee or fees in such amount or amounts as determined and
established from time to time by the Plan Committee, on a uniform basis
applicable to all Participants' Accounts (or to Inactive Participants'
Accounts, or to Accounts of Inactive Participants who ceased being Active
Participants before reaching age 55 or with at least ten (10) Years of
Service), as appropriate to defray, but not to exceed, the Plan's average
administration costs or incurred expenses for each transaction relating
specifically to the Participant's Accounts for which the Plan Committee
shall determine that such specific charge or charges is appropriate; and
(l) Authority to perform or cause to be performed such further
acts as it may deem to be necessary, appropriate or convenient in the
exercise of its power and authority under the Plan.
14.5 Allocation and Delegation of Duties. The Plan Committee may
allocate its fiduciary responsibilities among its members and may designate
other persons (or committee(s) of persons) to carry out fiduciary or other
responsibilities (other than responsibilities for the management or control
of Plan assets) under the Plan. Pursuant to this Section, the Plan
Committee shall appoint from among its members a chairman and a secretary,
who shall have such duties as the Plan Committee may provide from time to
time. The Plan Committee, and any person delegated under the provisions
hereof to carry out any responsibilities under the Plan, shall be entitled
to rely upon information, data and documentation furnished by any Company,
tables, valuations, certificates, and reports furnished by actuaries, and
upon certificates, reports, and opinions made or given by any accountant,
legal counsel or other expert or advisor (who may be employed or retained by
one or more Affiliated Companies) selected or approved by the Plan
Committee; and the members of the Plan Committee and any delegate thereof
54
shall not be liable, except to the extent provided by law, for any action
taken, suffered or omitted by them in good faith or for any such action in
reliance upon any such actuary, accountant, legal counsel or other expert or
advisor, or upon any information, data, documentation, report or opinion
furnished by the same or by any Company.
14.6 Committee Procedure. A majority of the members of the Plan
Committee as constituted at any time shall constitute a quorum, and any
action by a majority of the members present at any meeting, or authorized by
a majority of the members in writing without a meeting, shall constitute the
action of the Plan Committee. A member of the Plan Committee who is also a
Participant hereunder shall not vote on any question involving his own
interest under the Plan, as distinguished from interests of others similarly
situated. The Plan Committee may authorize each or any one or more of its
members to execute any document or documents on behalf of the Plan
Committee, in which event it shall notify the Trustee in writing of such
action and the name or names of its members so designated, and the Trustee
may thereafter accept and rely upon any document executed by such member or
members as representing action by the Plan Committee until the Plan
Committee shall file with the Trustee a written revocation of such
designation.
14.7 Investment Manager. The Plan Committee may appoint one or more
Investment Managers (as defined in Section 3(38) of ERISA) to manage all or
any part of the assets of the Plan. Such appointment shall be reflected in
the minutes of the Plan Committee. The Investment Manager(s) shall
discharge its duties in accordance with applicable law and in particular in
accordance with Section 404(a)(l) of ERISA. The Investment Manager(s), when
appointed, shall have such responsibility to manage the assets of the Plan
as the Plan Committee shall designate, and the Plan Committee shall
thereafter have no responsibility for the management of such assets to the
extent that responsibilities are designated to be the responsibilities of
the Investment Manager(s).
14.8 Compensation of Committee. Members of the Plan Committee shall
serve as such without compensation from the Plan, but may receive
compensation from an Affiliated Company for so serving.
14.9 Expenses. Ordinary and necessary expenses incurred in connection
with the establishment or termination of the Plan may be paid from the Trust
Fund to the extent allowed under Section 403(c)(1) of ERISA. Ordinary and
necessary expenses (including the cost of any bond required under Section
412 of ERISA) incurred for any Plan Year in connection with administering
the Plan, other than establishment or termination expenses, may be paid from
the Trust Fund. To the extent expenses incurred in establishing,
administering or terminating the Plan are not paid from the Trust Fund they
shall be paid by the Affiliated Companies.
14.10 Information Required From Participants. Each Participant or
Beneficiary will furnish to the Plan Committee such information in writing
(or in such electronic form as designated by the Plan Committee) as the Plan
Committee considers necessary or desirable for purposes of administering the
Plan, and the provisions of the Plan respecting any payments thereunder are
conditional upon the Participant's or Beneficiary's furnishing promptly such
true, full and complete information as the Plan Committee may request. Any
notice or information which, according to the terms of the Plan or the rules
of the Plan Committee, must be filed with the Plan Committee shall be deemed
so filed at the time that it is actually received by the Plan Committee.
55
14.11 Records. The Plan Committee shall keep a record of all its
proceedings and shall keep, or cause to be kept, all such books, accounts,
records or other data as may be necessary or advisable in its judgment for
the administration of the Plan and properly to reflect the affairs thereof.
14.12 Reports to Participant. The Plan Committee or its designee
shall notify each Participant quarterly, within a reasonable time after each
March 31, June 30, September 30 and December 31, of the balances of such
Participant's Accounts as of such date, unless the Plan Committee determines
to make such reports at lesser or greater intervals, no less frequently than
annually. In the case of a Participant who is no longer an Employee, a
mailing of his statement of accounts to his last known home address by first
class mail shall be sufficient.
14.13 Multiple Fiduciary Capacity. Nothing in this Plan shall be
deemed to prohibit any person or group of persons from serving in more than
one fiduciary capacity with respect to the Plan.
56
ARTICLE XV
PLAN ASSETS
15.1 Trust. The Plan shall be funded by a Trust Fund held by the
Trustee pursuant to the terms of the Trust Agreement, which shall be subject
to the provisions of the Plan.
15.2 Designation of Trustee. The Board of Directors shall have the
authority to select the Trustee, to terminate the Trustee and to select a
successor Trustee, and to enter into such Trust Agreement, or any amendments
or modifications thereto, with the Trustee or any successor Trustee as the
Board of Directors shall determine is appropriate.
15.3 Investment and Management of Plan Assets. Except to the extent
delegated to the Trustee under, or pursuant to, the Trust Agreement, the
authority of the Plan Committee shall include, but not by way of limitation,
the following:
(a) Authority to control, invest, reinvest, manage and dispose of
all assets of the Trust Fund;
(b) Authority to direct the Trustee with respect to investment
and reinvestment of the assets of the Plan and authority to make any
decision respecting assets of the Plan;
(c) Authority to make or provide for the making of any audit or
examination of the investment affairs of the Plan;
(d) Authority to designate Investment Funds available to
Participants for the investment of the amounts credited to their Accounts,
and to specify the terms upon which such selections may be made; and
(e) Authority to perform or cause to be performed such further
acts as it may deem to be necessary, appropriate or convenient in the
exercise of its power and authority under the Plan.
15.4 Records. The Trust Agreement, or a separate services contract
entered into between the Plan Committee and the Trustee or an affiliate of
the Trustee, may require the contracting entity to provide record keeping
services to the Plans, including, without limitation, Loan program
administration, the periodic tabulation of Investment Fund values, account
values, and, if pertinent, subdivided account values, and the periodic
provision of account statements to Participants.
57
ARTICLE XVI
CLAIMS
16.1 Claims for Benefits. Any claim for benefits by a Participant or
anyone claiming through a Participant under the Plan shall be delivered in
writing (or in such electronic form as designated by the Plan Committee) by
the claimant to the Plan Committee. The claim shall identify the benefits
being requested and shall include a statement of the reasons why the
benefits should be granted. The Plan Committee shall grant or deny the
claim. If the claim is denied in whole or in part, the Plan Committee shall
give written notice (or in such electronic form as designated by the Plan
Committee) to the claimant setting forth: (a) the reasons for the denial,
(b) specific reference to pertinent Plan provisions on which the denial is
based, (c) a description of any additional material or information necessary
to request a review of the claim and an explanation of why such material or
information is necessary, and (d) an explanation of the Plan's claim review
procedure. The notice shall be furnished to the claimant within a period of
time not exceeding 90 days after receipt of the claim, except that such
period of time may be extended, if special circumstances should require, for
an additional 90 days commencing at the end of the initial 90-day period.
Written notice (or in such electronic form as designated by the Plan
Committee) of any such extension shall be given to the claimant before the
expiration of the initial 90-day period and shall indicate the special
circumstances requiring the extension and the date by which the final
decision is expected to be rendered.
16.2 Appeals Procedure. A claimant who has been denied a claim for
benefits, in whole or in part, may, within a period of 60 days following his
receipt of the denial, request a review of such denial by filing a written
notice (or in such electronic form as designated by the Plan Committee) of
appeal with the Plan Committee. In connection with an appeal, the claimant
(or his authorized representative) may review pertinent documents and may
submit evidence and arguments in writing (or in such electronic form as
designated by the Plan Committee) to the Plan Committee. The Plan Committee
may decide the questions presented by the appeal, either with or without
holding a hearing, and shall issue to the claimant a written notice (or in
such electronic form as designated by the Plan Committee) setting forth:
(a) the specific reasons for the decision and (b) specific reference to the
pertinent Plan provisions on which the decision is based. The notice shall
be issued within a period of time not exceeding 60 days after receipt of the
request for review; except that such period of time may be extended, if
special circumstances (including, but not limited to, the need to hold a
hearing) should require, for an additional 60 days commencing at the end of
the initial 60-day period. Written notice (or in such electronic form as
designated by the Plan Committee) of any such extension shall be provided to
the claimant prior to the expiration of the initial 60-day period. The
decision of the Plan Committee shall be final and conclusive.
16.3 Exhaustion of Remedies. The procedures under this Article XVI
shall be the exclusive procedures for claiming benefits under this Plan,
notwithstanding the provisions of any other contract or agreement to the
contrary. No legal or equitable action for benefits under the Plan shall be
brought unless and until the claimant (a) has submitted a written
application for benefits (or in such electronic form as designated by the
Plan Committee) in accordance with Section 16.1, (b) has been notified by
the Plan Committee that the application is denied, (c) has filed a written
58
request for a review of the application in accordance with Section 16.2 and
(d) has been notified in writing that the Plan Committee has affirmed the
denial of the application; provided that legal action may be brought after
the Plan Committee has failed to take any action on the claim within the
time prescribed in Section 16.2.
In no event may any legal or equitable action for benefits under the
Plan be brought in a court of law or equity with respect to any claim for
benefits more than one (1) year after the final denial (or deemed final
denial) of the claim by the Plan Committee.
59
ARTICLE XVII
AMENDMENT AND TERMINATION
17.1 Amendment. The Board of Directors, by resolution, and the Plan
Committee, in accordance with the procedures described in Section 14.6, each
shall have the right at any time, and from time to time, to modify or amend
in whole or in part, any or all of the provisions of the Plan and Trust or
any insurance contract forming a part of the Plan, but, except as otherwise
provided in this Article or in Section 4.9, or as otherwise permitted under
Code Section 411(d)(6), no such amendment or modification shall have the
effect of revesting in the Companies any part of the Trust Fund or reducing
the accrued benefits of Participants or of diverting any part of the Trust
Fund to any purpose other than for the exclusive benefit of Participants and
their Beneficiaries and the payment of reasonable Plan administration
expenses; provided that any such amendment adopted by the Plan Committee is
necessary or appropriate to facilitate the administration, management or
interpretation of the Plan or to conform the Plan thereto, or to maintain
the compliance of the Plan, Trust or such insurance contract with the
requirements of Code Sections 401(a) and 501(a) and with ERISA or any other
applicable law, unless such amendment shall have a material effect on the
currently estimated cost to the Companies of maintaining the Plan. No
amendment which affects the rights, duties or responsibilities of the
Trustee shall be effective without the Trustee's written consent.
17.2 Termination or Partial Termination. The Board of Directors, by
resolution, shall have the right to terminate or partially terminate the
Plan at any time. Upon the termination or partial termination of the Plan,
or upon the complete discontinuance of contributions under the Plan, the
Accounts of Participants affected by the termination, partial termination,
or complete discontinuance of contributions, as the case may be, shall be
nonforfeitable.
Any Company may, by action of its board of directors, by resolution,
withdraw at any time from participation in the Plan, at which point the
Participants who are its Eligible Employees shall become Inactive
Participants.
17.3 Merger or Consolidation of Plan Assets; Mergers into the Plan;
Transfers of Plan Assets. Subject to satisfying the requirements of this
Section and Code Section 411(d)(6):
(a) Upon the approval of the Board of Directors and the new or
successor employer of the affected Participants, the Plan may be merged into
or consolidated with another defined contribution plan, and all or a portion
of its assets or liabilities may be transferred to another plan; provided
that such other plan and its related trust (i) are qualified within the
meaning of Code Sections 401(a) and 501(a) ("tax-qualified"), and (ii)
assume the Plan liabilities of all affected Participants.
(b) Upon the approval of the Board of Directors and the employer
of the affected participants, any other tax-qualified defined contribution
plan sponsored by an Affiliated Company may be merged into this Plan, with
this Plan as the surviving instrument. Thereupon:
(1) The Affiliated Company shall become a co-sponsor of the
Plan, included in the definition of Company hereunder. In any such
case, the Plan shall remain a single plan with any and all of its
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assets (regardless of the entity to whose contributions such assets can
be traced) available to pay the benefits of each Participant and
Beneficiary hereunder and any other liabilities of the Plan.
(2) The assets of the merged plan shall be transferred to
the Trustee and be assets of the Plan, and the liabilities of the
merged plan shall be liabilities of the Plan.
(3) Each participant in the merged plan shall become a
Participant in the Plan on the merger date, with accrued or vested
benefits under the Plan equal to his accrued or vested benefits under
the merged plan, and thereafter shall continue to participate in the
Plan, or not, in accordance with its terms.
(4) If so directed by the Board of Directors, there shall be
a separate accounting of the benefits of a Participant transferred from
the merged plan and any other benefits of the Participant under the
Plan, such that contributions, gains, losses, withdrawals, forfeitures,
and other credits or charges are allocated between the transferred
benefits and any other benefits on a reasonable and consistent basis.
(c) Upon the approval of the Board of Directors and the employer
of the affected Participants, the assets and liabilities of any other tax-
qualified defined contribution plan may be transferred to this Plan.
To the extent that Code Section 401(a)(12) or 414(1) is applicable, and in
accordance therewith, no merger, consolidation, or transfer pursuant to this
Section shall be consummated unless each Participant and Beneficiary under
the Plan (or, in the case of subsection (a) above, each participant in the
merged, transferee or successor plan) would, if the resulting plan (or, in
the case of subsections (b) and (c) above, the Plan) then terminated,
receive a benefit immediately after the merger, consolidation, or transfer
that 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 (or, in case of subsections (b) and (c) above, the transferor or
successor plan) had then terminated; provided that the foregoing provisions
of this Section shall not apply if such alternative requirements that may be
imposed by the regulations under Code Section 414(1) are satisfied.
61
ARTICLE XIII
MISCELLANEOUS PROVISIONS
18.1 No Contract of Employment. The adoption and maintenance of this
Plan shall not be deemed to constitute a contract of employment or otherwise
between any Affiliated Company and any Employee, former Employee or
Participant, or to be a consideration for, or an inducement or condition of,
any employment. Nothing contained herein shall be deemed to give to any
Employee, former Employee or Participant the right to be retained in the
service of any Affiliated Company or to interfere with the right of any
Affiliated Company employing such person to discharge, with or without
cause, any Employee, former Employee or Participant at any time.
18.2 No Liability for Benefits. Any benefits payable under this Plan
shall be paid or provided for solely from the Trust Fund, and the Affiliated
Companies assume no liability or responsibility therefor. The obligations
of the Companies hereunder are limited solely to the making of contributions
to the Trust Fund as provided for in this Plan.
18.3 Exclusive Benefit of Trust Fund. Except as otherwise provided in
Section 4.9, the assets of the Trust Fund shall be held for the exclusive
purposes of providing benefits to Participants and their Beneficiaries and
defraying reasonable expenses of administering the Plan and shall not inure
to the benefit of any Company or Affiliated Company.
18.4 Nonalienation.
(a) General. Subject to the exceptions set forth in Code
Section 401(a)(13) and the Treasury regulations thereunder, none of the
benefits, payments, proceeds, claims or rights of any Participant or
Beneficiary hereunder shall be subject to any claims of any creditor of such
person, nor shall any such Participant or Beneficiary have any right to
alienate, anticipate, commute, pledge, encumber or assign any claim or right
hereunder or any of the benefits or payments of proceeds which he may expect
to receive, contingent or otherwise, under the provisions hereof. In the
event any person attempts to take any action contrary to this Section, such
action shall be null and void and of no effect, and the Companies, the Plan
Committee, the Plan Committee, the Trustee, the Investment Manager(s) and
all persons having any interest in the Trust Fund and their Beneficiaries
shall disregard such action and are not in any manner bound thereby, and
they, and each of them, shall suffer no liability for any such disregard
thereof, and shall be reimbursed on demand out of the Trust Fund or by the
responsible Participant or Beneficiary for the amount of any loss, cost or
expense incurred as a result of disregarding or of acting in disregard of
such action. The preceding provisions of this Section shall not apply to
situations where a Participant is indebted to the Trust Fund. In cases
where a Participant is indebted to the Trust Fund, the Trustee is permitted
to levy against the Accounts of the Participant to the extent necessary to
collect indebtedness owing from the Participant to the Trust Fund and any
unpaid interest, late charges, or other amounts.
62
(b) Company Securities. Company Securities held through the
Investment Fund, if any, designated to invest in the Company Securities
cannot be used to satisfy a loan made to the Plan or be used as collateral
for a loan made to the Plan.
(c) Exception for Qualified Domestic Relations Orders.
(1) The nonalienation rule of subsection (a) shall apply to
the creation, assignment, or recognition of a right to any benefit payable
with respect to a Participant pursuant to a domestic relations order, except
that subsection (a) shall not apply if the Plan Committee determines that
such order is a Qualified Domestic Relations Order.
(2) Upon receipt of a domestic relations order, the Plan
Committee shall promptly notify the Participant and any other Alternate
Payee of the receipt of such order and the Plan's procedures for determining
the qualified status of domestic relations orders.
(3) Within a reasonable period after the receipt of a
domestic relations order, the Plan Committee shall determine the qualified
status of such order, and thereafter notify the Participant and each
Alternate Payee of such determination. During any period in which the issue
of whether a domestic relations order is a Qualified Domestic Relations
Order is being determined by the Plan Committee, or if the Plan Committee
has notice that the parties are attempting to rectify any deficiencies in
the order, the Plan Committee shall segregate in a separate account in the
Plan or in an escrow account the amounts which would have been payable to
the Alternate Payee during such period if the order had been determined to
be a Qualified Domestic Relations Order.
(4) If within 18 months after the date on which the first
payment would be required to be made under an order, the order is determined
to be a Qualified Domestic Relations Order, the Plan Committee shall pay the
segregated amounts (plus interest thereon, if any) to the person or persons
entitled thereto. If within such 18 month period (A) it is determined that
the order is not a Qualified Domestic Relations Order or (B) the issue as to
whether such order is a Qualified Domestic Relations Order is not resolved,
the Plan Committee (unless under a restraining order prohibiting the
disposition of benefits pending resolutions of a suit) shall pay the
segregated amounts (plus interest thereon, if any) to the person or persons
who would have been entitled to such amounts if there had been no order.
Any determination that an order is a Qualified Domestic Relations Order
which is made after the close of the 18-month period shall be applied
prospectively only from the date of such determination.
(5) For purposes of Code Section 414(p)(4)(A)(ii), the
interest rate for determining the present value of any accrued benefit shall
be the interest rate then in effect for determining the amount of
contributions under the Plan.
18.5 Common Trust Fund. The fact that for administrative purposes the
Plan Committee or Trustee maintains separate accounts for each Participant
shall not be deemed to segregate for such Participant, or to give such
Participant
63
any direct interest in, any specific assets in the Trust Fund held by the
Trustee. Except as provided herein, all such assets may be held and
administered by the Trustee as a commingled fund, subject to the provisions
of the Plan for the investment thereof in one or more Investment funds.
18.6 Responsibility of Fiduciaries. Members of the Plan Committee,
together with their assistants and representatives who are Employees, shall
be free from all liability for their acts and conduct in the administration
of the Plan and trust under the Trust Agreement, except for acts of willful
misconduct or gross negligence; provided that the foregoing shall not
relieve any of them from any responsibility or liability for any
responsibility, obligation or duty that they may have under ERISA.
18.7 Indemnity by Companies. In the event and to the extent not
insured against by any insurance company under the provisions of any
applicable insurance policy, the Companies shall indemnify, hold harmless
and, if requested, defend the members of the Plan Committee, together with
their assistants and representatives who are Employees, from and against any
and all claims, demands, suits or proceedings in connection with the Plan or
trust under the Trust Agreement that may be brought by Employees,
Participants or Beneficiaries or their legal representatives, or by any
other person, corporation, entity, government or agency thereof and from and
against any and all costs or other expenses, including but not limited to
attorneys' fees incurred by said members in connection with such claims,
demands, suits or proceedings; provided that such indemnification shall not
apply to any such person for such person's acts of willful misconduct or
gross negligence, as determined by a no longer appealable final judgment of
a court of competent jurisdiction.
18.8 Inability to Locate Participants or Beneficiaries.
(a) Each Participant shall keep the Plan Committee advised of his
current address and the current address of each of his potential
Beneficiaries. Any payment, distribution or communication hereunder
addressed to a Participant or Beneficiary at the last address filed with the
Plan Committee or, if no such address has been filed, at the last address
indicated on the records of the Company in respect of the Participant, shall
be deemed to have been delivered to the Participant or Beneficiary three (3)
days after such payment, distribution or communication is deposited in the
United States mail, postage prepaid.
(b) If the Plan Committee cannot, by making a reasonably diligent
attempt by mail, locate either the Participant, his Beneficiary or
contingent Beneficiary, as the case may be, within five (5) years following
the date as of which the person's benefits become payable under the Plan,
the total amount shall be forfeited and shall be used to reduce Company
contributions under the Plan; provided, that if such person to whom a
benefit is payable makes a claim in writing (or in such electronic form as
designated by the Plan Committee) for such benefit after the expiration of
the five (5) year period, the benefit shall be reinstated. In the event of
such reinstatement, payment shall commence to such person in the same form
and amount as initially applicable, commencing as soon as reasonably
practicable after the date on which the Plan Committee receives his written
claim.
18.9 Payment in Case of Incapacity. In the event that the Plan
Committee shall find that any Participant or Beneficiary to whom a benefit
64
is payable under this Plan is unable to manage his own affairs because of
illness, accident, or other mental or physical incompetence, or is unable to
give a valid receipt, the Plan Committee may cause the payment becoming due
to such Participant or Beneficiary to be paid to another person selected by
the Plan Committee in its sole discretion for the benefit of the Participant
or Beneficiary without responsibility on the part of the Plan Committee, any
Affiliated Company or the Trustee to follow the application of such payment;
provided that if claim shall have been made therefor by an existing and duly
appointed guardian, conservator, committee or other duly appointed legal
representative, payment shall be made to such representative. Any such
payment shall be a payment for the account of the Participant or Beneficiary
and shall operate as a complete discharge of all liability therefor under
this Plan.
18.10 Headings. Article, section and subsection headings are for
convenient reference only and shall not be deemed to be a part of the
substance of this instrument or in any way to enlarge or limit the contents
of any Article.
18.11 Applicable Law. Except as may otherwise specifically be
required by the Trust Agreement, all legal questions pertaining to the Plan
shall be determined in accordance with ERISA and, to the extent not
preempted by federal law, the laws of the State of New York. All
contributions made hereunder shall be deemed to have been made in New York.
18.12 Agent for Service. The Secretary of Dow Jones & Company, Inc.,
World Financial Center, 200 Liberty Street, New York, NY 10281, shall be the
agent for service of any legal process upon this Plan.
18.13 USERRA. Notwithstanding any provision of this Plan to the
contrary, effective December 12, 1994, contributions, benefits and service
credit with respect to qualified military service will be provided in
accordance with Code Section 414(u), and a Participant in military service
may elect to suspend loan repayments in accordance with Code Section
414(u)(5).
65
ARTICLE XIX
TOP-HEAVY PLAN RULES
19.1 Applicability.
(a) Notwithstanding any provision in this Plan to the contrary,
the provisions of this Article XIX shall apply in the case of any Plan Year
in which the Plan is determined to be a Top-Heavy Plan under the rules of
Section 19.3.
(b) Except as is expressly provided to the contrary, the rules of
this Article XIX shall be applied after the application of the affiliated
company rules of Code Section 414.
19.2 Definitions.
(a) For purposes of this Article XIX, the term "Five Percent (5%)
Owner" means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than five percent (5%) of the outstanding
stock of the Company or stock possessing more than five percent (5%) of the
total combined voting power of all stock of the Company. The rules of
Subsections (b), (c), and (m) of Code Section 414 shall not apply for
purposes of applying these ownership rules. Thus, this ownership test shall
be applied separately with respect to every Affiliated Company.
(b) For purposes of this Article XIX, the term "Non-Key
Employee" shall mean any Employee who is not a Key Employee.
(c) For purposes of this Article XIX, the terms "Key Employee"
and "Non-Key Employee" include their Beneficiaries.
19.3 Top-Heavy Status.
(a) The Plan shall be a "Top-Heavy Plan" for a Plan Year if the
requirements defined in Section 1.59 are satisfied for such Plan Year.
(b) If any individual is a Non-Key Employee with respect to any
plan for any Plan Year, but the individual was a Key Employee with respect
to the plan for any prior Plan Year, any accrued benefit for the individual
(and the account balance of the individual) shall not be taken into account
for purposes of this Section 19.3.
(c) If any individual has not performed any services for the
Company at any time during the five (5) year period ending on the
Determination Date, any accrued benefit for such individual (and the account
balance of the individual) shall not be taken into account for purposes of
this Section 19.3.
19.4 Minimum Contributions. For each Plan Year in which the Plan is
Top-Heavy, the minimum contributions for that year shall be determined in
accordance with the rules of this Section 19.4.
66
(a) Except as provided below, the minimum contribution (excluding
amounts deferred under a cash or deferred arrangement under Code Section
401(k) and any Company contributions taken into account under Code Section
401(k)(3) or 401(m)(3)) for each Non-Key Employee who has not separated from
service as of the last day of the Plan Year shall be not less than three
percent (3%) of his Compensation (as defined in Section 19.4(e) below),
regardless of whether the Non-Key Employee has less than 1,000 Hours of
Service during such Plan Year or elected to make Pre-Tax Contributions to
the Plan for such year.
(b) Subject to the following rules of this Section 19.4(b), the
percentage set forth in Section 19.4(a) above shall not be required to
exceed the percentage at which contributions (including amounts deferred
under a cash or deferred arrangement under Code Section 401(k) and any
Company contributions taken into account under Code Section 401(k)(3) or
401(m)(3)) are made (or are required to be made) under the Plan for the year
for the Key Employee for whom the percentage is the highest for the year.
This determination shall be made by dividing the contributions for each Key
Employee by so much of his total Compensation for the year as does not
exceed one hundred fifty thousand dollars ($150,000), as adjusted in
accordance with Code Section 401(a)(17)(B). For purposes of this Section
19.4(b), all defined contribution plans required to be included in an
Aggregation Group shall be treated as one plan. However, the rules of this
Section 19.4(b) shall not apply to any plan required to be included in an
Aggregation Group if the plan enables a defined benefit plan to meet the
requirements of Code Section 401(a)(4) or 410.
(c) The requirements of this Section 19.4 must be satisfied
without taking into account contributions under Chapter 2 or 21 of the Code,
Title II of the Social Security Act, or any other Federal or State law.
(d) In the event a Participant is covered by both a defined
contribution and a defined benefit plan maintained by the Company, both of
which are determined to be Top-Heavy Plans, the defined benefit minimum,
offset by the benefits provided under the defined contribution plan, shall
be provided under the defined benefit plan.
(e) In no instance may the Plan take into account an Employee's
compensation in excess of one hundred fifty thousand dollars ($150,000), (or
such greater amount as may be permitted pursuant to Code Section
401(a)(17)). An Employee's Compensation shall be as defined in Section 1.14
for purposes of this Article XIX.
(f) Minimum contributions shall be made to this Plan, and not the
Dow Jones Money Purchase Retirement Plan.
19.5 Maximum Annual Addition.
(a) Except as set forth below, in the case of any Top-Heavy Plan
the rules of Code Section 415(e)(2)(B) and (3)(B) shall be applied by
substituting "1.0" for "1.25."
(b) The rule set forth in Section 19.5(a) above shall not apply
if the requirements of both Sections 19.5(b)(i) and 19.5(b)(ii), below, are
satisfied.
67
(i) The requirements of this Section 19.5(b)(i) are
satisfied if the rules of Section 19.4(a) above would be satisfied after
substituting "four percent (4%)" for "three percent (3%)" where it appears
therein with respect to participants covered only under a defined
contribution plan.
(ii) The requirements of this Section 19.5(b)(ii) are
satisfied if the Plan would not be a Top-Heavy Plan if "ninety percent
(90%)" were substituted for "sixty percent (60%)" each place it appears in
Section 19.3(a).
(c) The rules of Section 19.5(a) shall not apply with respect to
any Employee as long as there are no
(i) Company Contributions, forfeitures, or voluntary
nondeductible contributions allocated to the Employee under a defined
contribution plan maintained by the Company, or
(ii) Accruals by the Employee under a defined benefit plan
maintained by the Company.
(d) This Section 19.5 shall no longer apply with respect to
Limitation Years beginning after December 31, 1999.
19.6 Non-Eligible Employees. The rules of this Article XIX shall not
apply to any Employee included in a unit of employees covered by an
agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more Companies if
there is evidence that retirement benefits were the subject of good faith
bargaining between such employee representatives and the Company.
68
EXECUTED as of January 1, 2000 pursuant to the November 17, 1999 Resolution
of the Board of Directors amending and restating this Plan.
/s/ James A. Scaduto
---------------------------------
James A. Scaduto
Vice President, Employee Relations
69
SCHEDULE A
CERTAIN PROVISIONS APPLICABLE PRIOR TO JANUARY 1, 2000
The following provisions applied under the Plan for Plan Years beginning
prior to January 1, 2000 unless otherwise noted.
A.1 Company Contributions.
(a) Company Contributions. For Plan Years ending prior to
January 1, 2000, and subject to the limitations on contributions under
Article V, for each Plan Year the Companies shall contribute to the Company
Contributions Account of each Participant or former Participant who was an
Active Participant during all or a portion of the Plan Year and who either
- was an Employee on the last day of the Plan Year, or
- ceased being an Employee during the Plan Year after January 31
of the Plan Year either
- after having been an Active Participant for at least ten (10)
years, or
- due to his death or Disability, or
- was an Employee in the non-regular employ of a Company who
ceased being an Employee during the Plan Year but was retained through
December 31 of the Plan Year in the Company file of persons residing in the
area and generally available for non-regular employment,
an amount equal to the following:
(1) the base percent for the Plan Year multiplied by the
Participant's or former Participant's Compensation for the Plan Year, plus
(2) the additional percent for the Plan Year multiplied by
the Participant's or former Participant's Social Security Excluded Wages, if
any, for the Plan Year,
where the terms "base percent" and "additional percent" shall be determined
in accordance with the provisions of subsection (b) below.
(b) Special Definitions. For purposes of subsection (a) above,
the following terms used therein, or in this subsection (b), shall have the
meanings set forth below:
70
(1) The term "additional percent" means the lesser of:
(A) the base percent, or
(B) the Social Security Old Age Insurance Percentage.
(2) The term "base percent" means the greater of:
(A) the tentative contribution ratio minus the product
of the excess compensation ratio and the Social Security Old Age Insurance
Percentage, or
(B) the tentative contribution ratio divided by the sum
of one (1) plus the excess compensation ratio.
(3) The term "excess compensation ratio" means the total
Social Security Excluded Wages for the Plan Year of all Participants (or
former Participants) for whom a contribution is to be made for the Plan Year
under subsection (a) above divided by the total Compensation of all such
Participants for the Plan Year.
(4) The term "tentative contribution ratio" means the lesser
of:
(A) fifteen percent (15%) multiplied by the modified
section 404(a)(3) compensation, for the Plan Year, and
(B) the sum of the income based amount and such
additional amounts, if any, as may be determined by the Board of Directors,
in either case divided by the total Compensation for the Plan Year of all
Participants (or former Participants) for whom a contribution is to be made
for the Plan Year under subsection (a) above.
(5) The term "modified section 404(a)(3) compensation" means
all of the compensation paid or accrued by a Company (during the taxable
year of the Company which ends within the Plan Year) to all Participants or
former Participants for whom a contribution is to be made for the Plan Year
(under subsection(a) above), where the phrase "all of the compensation paid
or accrued" has the meaning of that phrase as used in Treas. Reg. Section
l.404(a)-9(b) (as the Plan Committee may conclusively determine from time to
time, for purposes of this subsection (b)), as limited by Code Section
404(1), recognizing (for purposes of such determination) that "all of the
compensation paid or accrued" does not include contributions to a plan
pursuant to Code Section 401(k) or other contributions to a plan (including
this Plan) which qualifies under Code Sections 401(a) or 403(a), but does
include other Cash or Deferred Contributions, and provided that "modified
section 404(a)(3) compensation" shall not include:
- income imputed on account of group term life insurance pursuant
to Code Section 79,
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- amounts paid on account of or in connection with foreign
overseas allowances,
- moving expenses,
- gross income derived from the exercise of non-qualified stock
options taxable at exercise and, in respect of Participants who are Highly
Compensated Employees for such Plan Year, gross income derived from the
grant of non-qualified stock options taxable at grant,
- amounts paid or reimbursed under any educational assistance plan,
- any amounts paid by any third party under any State or local
statute or regulation providing for disability payments,
- amounts received upon the qualifying disposition of stock under
the Dow Jones & Company, Inc. Employee Stock Purchase Plan, and
- amounts paid, regardless of form, under the 1990 Performance
Award Plan of Dow Jones & Company, Inc. or any subsequent long-term
incentive plan for selected employees.
(6) The term "income based amount" means the sum of the
following:
(A) an amount equal to a percentage of the Companies' net
income for the fiscal year commencing in the Plan Year, which percentage
shall be fifteen percent (15%); and
(B) The above-referenced percentage of the Companies' net
income for each of the ten (10) Plan Years immediately preceding the Plan
Year, but only to the extent such amounts were not contributed to the Plan
in prior Plan Years (determined on a first-in-first-out basis).
(7) The term "net income" means net income after federal taxes,
without taking into account such Company Contributions and without taking
into account, in determining such federal taxes, any deductions by reason of
such Company Contributions, but taking into account for 1953 and subsequent
Plan Years additional compensation accrued for such year with respect to
officers and employees under other profit-sharing and incentive plans. Such
amount shall be determined by the chief accounting officer of Dow Jones &
Company, Inc. based upon information available at the time (prior to March 1
of each year) the determination is made. Such determination made in good
faith shall be conclusive upon all parties in any way interested in the
Trust Fund.
(8) For purposes of this subsection, "federal taxes" shall be
determined by applying to the taxable income of the Companies those rates of
tax imposed by Chapter 1 of the Code which were applicable to corporate net
72
income reported for the calendar year 1989 except, for Plan Years prior to
1989, such rates of tax applicable for the calendar year 1949.
(9) The term "Social Security Excluded Wages" means, for any Plan
Year with respect to a Participant, the excess, if any, of the Participant's
Compensation for the Plan Year over the contribution and benefit base
(commonly referred to as the "taxable wage base") as of the first day of the
Plan Year under Section 230 of the Social Security Act; provided that if
(but only to the extent that) the overall permitted disparity limits (within
the meaning of Treas. Reg. Section 1.401(1)-5(a)(1)) are or have been
reached with respect to a Participant for a Plan Year and the necessary
adjustments therefor have not been made under one or more other plans (if
any) maintained by the Companies or an Affiliated Company, the Participant's
Social Security Excluded Wages shall be deemed to include the Participant's
entire Compensation for the Plan Year.
(10) "Social Security Old Age Insurance Percentage" means, for
any Plan Year, 5.7 percentage points or, if greater, the percentage rate of
tax as of the first day of the Plan Year under Code Section 3111(a) which is
attributable to the old age insurance portion of the Old Age, Survivors and
Disability Insurance provisions of the Social Security Act, as published by
the Secretary of the Treasury or his designee.
(c) Additional Rule For Top Heavy Years. Except as provided in
this subsection (c), for any Top Heavy Year the Companies shall make such
other Company Contributions (if any), calculated separately with respect to
each Participant, other than a Key Employee, who is an Employee on the last
day of such Top Heavy Year, as shall be necessary to cause the ratio of (1)
to (2) for each such Participant to equal at least the lesser of 3% or the
highest such ratio for the Plan Year for any Key Employee, where (1) and (2)
are as follows:
(1) the aggregate contributions by Affiliated Companies to
this Plan and all other defined contribution plans maintained by the
Affiliated Companies on behalf of the Participant (or on behalf of the
beneficiaries of such Participant);
(2) the lesser of (A) the Compensation Limit multiplied one-
twelfth (1/12) the number of months in the Plan Year and (B) the
Participant's '415' Compensation.
Contributions shall not be required under this subsection (c) to the extent
lesser contributions are permitted in regulations promulgated by the
Secretary of the Treasury under Code Section 416(f) pertaining to
Participants who also are participants in any defined benefit pension plan
sponsored by an Affiliated Company.
(d) Payment to Trustee. Company Contributions for any Plan Year
shall be paid to the Trustee as soon as reasonably practicable after the end
of the Plan Year but in no event later than the earlier of:
(1) the time prescribed by law for filing the contributing
Company's consolidated Federal income tax return for its fiscal year
commencing in such Plan Year (including extensions thereof); and
73
(2) twelve (12) months following the end of such Plan Year.
A.2 After-Tax Contributions.
(a) General. For Plan Years beginning prior to January 1, 2000,
and subject to the limitations on contributions under Section 4.10(b) and
Article V, each Active Participant shall be eligible to make After-Tax
Contributions to his After-Tax Contributions Account either through regular
payroll deductions (but not for the Plan Year in which the Participant first
becomes, or following a period as an Inactive Participant again becomes, an
Active Participant) or through direct single-sum payment to the Trustee, but
not both; provided that no After-Tax Contributions shall be made by payroll
deduction to a Participant's After-Tax Contributions Account for any Payroll
Period in which his Compensation is insufficient to permit the agreed-upon
After-Tax Contributions after all statutory withholdings and deductions,
deductions authorized by the Participant and any other deductions, are made;
and provided further that as of any date prior to the first Plan Year
beginning after December 31, 1986 and before January 1, 2000, the total
amount of all After-Tax Contributions made by a Participant during all Plan
Years shall at no time exceed ten percent (10%) of the Participant's
aggregate Compensation while he was an Active Participant in the Plan.
(b) Payroll Deduction Agreements. No After-Tax Contributions
shall be made by payroll deduction with respect to any Payroll Period unless
the Participant has a payroll deduction agreement in effect for such Payroll
Period. A payroll deduction agreement shall not be valid unless the
Participant specifies therein the amount of Compensation which he agrees to
contribute to the Plan through regular payroll deduction. Such amount,
stated on an annual basis, must be in increments of $100, but shall not be
less than $500. An Active Participant's payroll deduction agreement for any
Plan Year shall be submitted prior to the date in January established and
announced by the Plan Committee and shall become effective as soon as
reasonably practicable after it is received by the Plan Committee, taking
into account any necessary adjustments to the Company's payroll deduction
system, and shall remain effective, until revoked, for each Payroll Period
in the Plan Year commencing on or after the date established by the Plan
Committee. Effective with the Payroll Period commencing at least 90 days
following the date on which his most recent payroll deduction agreement
became effective (or, if revoked, the date the revocation became effective),
an Active Participant may change the contribution which he agrees to
contribute pursuant to a payroll deduction agreement by executing a new
payroll deduction agreement which is received by the Plan Committee on or
before the commencement of that Payroll Period. An Active Participant's
subsequent payroll deduction agreement shall remain effective until
similarly changed or revoked.
(c) Suspension of After-Tax Contributions by Payroll Deduction.
A Participant may at any time, by signed written notice (or in such
electronic form as designated by the Plan Committee) to the Plan Committee,
direct the discontinuance of all After-Tax Contributions by regular payroll
deduction on his behalf. Such discontinuance shall become effective with
the Payroll Period commencing on or next following receipt of the written
notice (or in such electronic form as designated by the Plan Committee) by
the Plan Committee or as soon thereafter as reasonably practicable. Any
discontinuance of After-Tax Contributions shall be for the duration of the
Plan Year.
74
(d) Lump Sum After-Tax Contributions. After-Tax Contributions
made by single-sum payment for any Plan Year shall be in increments of $100,
but shall not be less than $500, and shall be accompanied by a form provided
for the purpose by the Plan Committee. The payment and form shall be
submitted no later than the date prescribed by the Plan Committee under
Schedule A.2(c) for the submission of payroll deduction agreements or at
such other time or times, not less frequently than once in any Plan Year, as
the Plan Committee may from time to time establish.
(e) No Post-1999 After-Tax Contributions. Notwithstanding any
other provision of the Plan to the contrary, no After-Tax Contributions
shall be made to the Plan for any Plan Year beginning after December 31,
1999.
A.3 Restoration of Forfeitures of Certain Former Telerate Employees.
(a) Restoration. Prior to January 1, 2000, the Account of a
former terminated non-vested Telerate participant shall be credited with the
amount of his Telerate forfeiture if:
(1) prior to incurring five (5) One-Year Breaks in Service
(calculated as if Telerate Systems Incorporated were a Company from and
after his termination of employment with that company), he becomes a
Participant who is an Eligible Employee after December 31, 1990, and
(2) he timely pays the amount of his Telerate distribution,
if any, to the Plan (to be credited to his Company Contributions Account),
in which event the Participant's Pension Account shall be credited with the
portion of the amount of his Telerate forfeiture attributable to
contributions made on his behalf under the Telerate Pension Plan and to the
non-discretionary portion of "Employer's Non-Elective Contributions" made on
his behalf under the Telerate Retirement Plan, and the Participant's Company
Contributions Account shall be credited with the remainder of the amount of
his Telerate forfeiture.
For purposes of this Schedule A.3, the italicized terms used in this
subsection (a) shall have the meanings set forth in subsections (b) through
(e) below.
(b) The term "former terminated non-vested Telerate participant"
means, and is limited to, a Participant who:
(1) was a participant in the Telerate Retirement Plan,
Telerate Profit Sharing Plan, or Telerate Pension Plan,
(2) incurred a forfeiture of all or a portion of his account
under said plan or plans due to his termination of employment with Telerate
Systems Incorporated prior to becoming fully vested in his account, and
(3) did not have his forfeiture restored under any of said
plans.
75
(c) The term "amount of his Telerate forfeiture" shall mean the
amount of unrestored forfeiture incurred by the former terminated non-vested
Telerate participant under the Telerate Retirement Plan, Telerate Profit
Sharing Plan or Telerate Pension Plan, without income or losses thereafter.
(d) The term "amount of his Telerate distribution" shall mean the
amount of the distribution, if any, which (together with the termination)
occasioned the forfeiture under the Telerate Retirement Plan, Telerate
Profit Sharing Plan or Telerate Pension Plan.
(e) A Participant's payment of the amount of his Telerate
distribution shall be "timely" if made while the Participant is an Eligible
Employee and no later than five (5) years after the first date following the
forfeiture on which he became an Employee (determined as if Telerate Systems
Incorporated were a Company from and after the Participant's termination of
employment with that company).
A.4 Service Rules. The following terms used in this Plan shall have
the meanings set forth in this Schedule A.4.
(a) Years of Service and Breaks in Service.
(1) Years of Service. "Year of Service" means each one-
year computation period, described herein, during which an Employee is
credited with at least 1000 Hours of Service. In determining Years of
Service for purposes of Eligibility Service for Employees whose service with
the Affiliated Companies commenced or, following a One-Year Break in
Service, recommenced after December 31, 1984, the computation periods shall
be the one-year period commencing on the date the individual became an
Employee and each one-year period commencing on the anniversary of that
date. In determining Years of Service for purposes of Eligibility Service
for all other Employees, the computation periods shall be the one-year
period commencing on the date the individual became an Employee and each
one-year period ending on the last day of each Plan Year ending after the
end of that first computation period.
(2) "One-Year Break in Service" means each one-year
computation period used for determining Years of Service during which an
Employee is credited with no more than 500 Hours of Service; provided that
solely for the purpose of determining whether an Employee has incurred a
One-Year Break in Service, the Employee shall be credited with:
(a) Hours of Service which otherwise would normally
have been credited to an Employee but for a maternity or paternity leave, or
(b) if the Plan Committee is unable to determine the
Hours of Service described in paragraph (1) above, 8 Hours of Service for
each such day of maternity or paternity leave,
except that the total number of Hours of Service so credited shall not
exceed 501. Any Hours of Service credited for a maternity or paternity
76
leave under this Section shall be credited only in the computation period in
which the maternity or paternity leave began, if the Employee otherwise
would incur a One-Year Break in Service in that computation period, and
otherwise shall be credited in the immediately following computation period.
As used in this subsection, "maternity or paternity leave" means any
period of absence from employment beginning in any Plan Year commencing
after December 31, 1984 by reason of the pregnancy of a Participant or the
birth of a child of a Participant, or by reason of the placement of a child
with a Participant in connection with its adoption by the Participant, or
for the purpose of caring for such child during the period immediately
following such birth or placement. Notwithstanding the foregoing, a period
of absence from employment shall not be regarded as a maternity or paternity
leave if the Employee shall fail to comply with a request by the Company to
furnish the Plan Committee such timely information as may be reasonably
required to establish that the absence from employment was for a reason set
forth above and the number of days for which there was such an absence.
In addition, in the case of an individual who is absent from work during an
approved leave of absence granted to an Employee on or after August 5, 1993
pursuant to the Family and Medical Leave Act, the 12-consecutive month
period beginning on the first anniversary of the first day of such absence
shall not constitute a One Year Break in Service if the Employee returns to
work for the Company at the end of such leave of absence.
(b) Service. "Service" means the sum (expressed as an integer)
of all Years of Service, provided that Years of Service shall be disregarded
to the extent required by one or more of the following rules:
(1) If a person who has less than two (2) (or, prior to
January 1, 1989, three (3)) Years of Service for purposes of determining
Eligibility Service incurs a One-Year Break in Service, all Years of Service
Prior to the One-Year Break in Service shall be disregarded in determining
Eligibility Service.
(2) If a person incurs a One-Year Break in Service after
December 31, 1988, all Years of Service prior to the One-Year Break in
Service shall be disregarded in determining Eligibility Service unless and
until the person completes a Year of Service after the One-Year Break in
Service.
(3) No Years of Service prior to January 1, 1976 which were
disregarded under the break in service rules of the Plan in effect prior to
that date shall be included.
(4) No Years of Service prior to January 1, 1985 which were
disregarded under the break in service rules of the Plan in effect prior to
that date shall be included.
In no event shall a Participant's Service as of January 1, 2000 be less than
it was as of December 31, 1999 under the provisions of the Plan then in
effect.
77
A.5 Commencement of Active Participation for Plan Years Ending Prior
to January 1, 2000. For Plan Years ending prior to January 1, 2000, a
person shall commence or recommence active participation in the Plan in
accordance with the following rules:
(a) Effective for periods prior to January 1, 2000, a person who
does not become an Employee prior to January 1, 1985 and whose most recent
computation period used for determining Years of Service ends after June 30
of the calendar year shall become an Active Participant as of the first
Entry Date on which he is an Eligible Employee who is credited with three
(3) years (or, for Eligible Employees then credited with an Hour of Service
after December 31, 1988, two (2) years) of Eligibility Service.
(b) Effective January 1, 1989 through December 31, 1999, an
Eligible Employee who is
- an Inactive Participant,
- a former Participant, or
- a former Employee who had incurred a One-Year Break in
Service after becoming credited with three (3) years (or,
after December 31, 1988, two (2) years) of Eligibility
Service and
who is or becomes credited with a year of Eligibility Service shall become
an Active Participant as of the later of:
(1) the date on which he again became an Eligible Employee,
and
(2) the first day of the Plan Year in which he was credited
the last Hour of Service necessary to qualify for such year of Eligibility
Service.
A.6 Definition of Eligible Employee. In addition to the classes of
Employees set forth in Section 1.21, the term Eligible Employee includes the
following Employees for the periods noted:
(a) for Plan Years beginning prior to January 1, 2000, an
Employee who is employed by Dow Jones Canada, Inc., a Canadian company,
other than a nonresident alien who receives no United States source income,
and
(b) for periods beginning prior to the later of January 1, 2001
or the date an international pension plan sponsored by a Company is extended
to such Employee, an Employee who is recorded on the United States payroll
records of Dow Jones & Company, Inc. and is a nonresident alien employed in
his country of citizenship by a United States Company, who receives no
United States earned income and who either:
(1) became an Employee with a United States Company prior to
January 1, 1980 at a time when the Company did not sponsor a local plan in
the country in which the Employee was employed,
78
(2) was employed by a United States Company in the United
States prior to January 1, 1980, and who became an Active Participant no
later than January 1, 1980,
(3) was employed as an expatriate by Dow Jones Publishing
Co. (Asia), Inc. prior to January 1, 1985, and who became an Active
Participant no later than January 1, 1986, or
(4) was employed by Dow Jones Publishing Co. (Asia), Inc.
prior to January 1, 1977, and who became an Active Participant no later than
January 1, 1980; or
(c) for periods beginning prior to the later of January 1, 2001
or the date an international pension plan sponsored by a Company is extended
to such Employee, an Employee who is recorded on the United States payroll
records of Dow Jones & Company, Inc. and is a third country national
employed by a United States Company, who receives no United States earned
income, and who:
(1) is employed as an expatriate,
(2) was employed as an expatriate by a United States Company
prior to December 1, 1986, or
(3) either:
(A) has not incurred a One-Year Break in Service after
December 1, 1986, or
(B) became an Active Participant in accordance with the
terms of the Plan no later than January 1, 1989.
For purposes of this Schedule A.6, "expatriate" means a person who receives,
except to the extent not applicable to his personal circumstances, the
following benefits: foreign exchange protection, housing subsidy, education
allowance, home leave, tax equalization, and Dow Jones & Company, Inc.
United States welfare benefits (including medical care, dental care, short
and long term disability, life and accident insurance, and dependent care).
79
SCHEDULE B
COLLECTIVE BARGAINING AGREEMENTS
For purposes of the definition of "Eligible Employee" in Article I of the
Plan, collective bargaining agreements between a Company and any of the
following labor unions provide for participation in the Plan, unless the
collective bargaining agreement specifically excludes coverage under the
Plan.
Newspaper, Magazine, Periodical Salesmen, Drivers, Chauffeurs, Division Men,
District Managers, Checkers, Vendors and Handlers' Union Local No. 706,
IBT (drivers)
Progressive Lodge No. 126 of the International Association of Machinists and
Aerospace Workers, AFL-CIO (machinists)
Chicago Mailers Union No. 2 (mailers)
Chicago Paperhandlers & Electrotypers Union No. 2 (paperhandlers)
Chicago Web Printing Pressmen's Union No. 7 (pressmen)
Graphic Communications Union 12N (pressmen)
Springfield Typographical Union Local No. 216 (typographical workers and
mailers)
Dallas Mailers Union CWA Local 6260
Dallas Graphic Communications Union Local No. 367-M (pressmen)
St. Louis Mailers Union No. 3, Local 14620, CWA, Printing, Publishing and
Media Workers Sector (PPMWS) (mailers)
St. Louis Graphic Communications Local Union No. 38N (machinists)
St. Louis Graphic Communications Local Union No. 38N (pressmen)
Independent Association of Publishers' Employees, CWA Local No. 1096 (IAPE)
Newspaper and Mail Deliverers' Union of New York and Vicinity (drivers)
San Francisco Web Pressmen and Prepress Workers' Union No. 4 (pressmen)
Graphic Communications Union Local 404 (pressmen)
Southern California Typographical Mailers Union CWA No. 14904 (mailers)
New Jersey Mailers Union (formerly named Northern New Jersey Mailers Union)
No. 1100, IBT (mailers)
Graphic Communications International Union Local 8N (Pressmen)
Mailers Union No. 29 of Washington, DC (mailers)
Graphic Communications Union Local No. 6 (pressmen)
Baltimore Newspaper Graphic Communications Union No. 31 (White Oak Press)
Effective January 1, 1997
80
SCHEDULE C
COMPANIES UNDER THE PLAN
Each of the following is a Company under the Plan:
Dow Jones & Company, Inc.
Dow Jones Publishing Co. (Asia), Inc.
Dow Jones Printing Co. (Asia), Inc.
Dow Jones Publishing Co. (Europe), Inc.
National Delivery Service
Federal Filings, Inc.
Effective January 1, 2000, Dow Jones Reuters Business Interactive LLC
("Factiva"), but not including individuals who are employed by Reuters or an
affiliate and who move directly from employment by Reuters or an affiliate
to employment by Factiva until the Plan Committee so determines.
American Demographics, Inc. (through March 31, 1997)
WBIS+ (through March 6, 1998)
DJ Markets Companies (through May 29, 1998)
Dow Jones Canada, Inc. (through December 31, 1999)
Effective January 1, 1997
unless otherwise noted
81
SCHEDULE D
SERVICE WITH PRIOR EMPLOYERS
Hours of Service shall be credited with respect to the following:
Service with Reuters or an affiliate by an employee thereof who (1) moves
directly from employment by Reuters or an affiliate to employment by Dow
Jones Reuters Business Interactive LLC ("Factiva"), (2) is extended Plan
coverage pursuant to Schedule C, and (3) is granted such Hours of Service by
the Plan Committee.
Effective January 1, 2000
82
SCHEDULE E
CERTAIN PROVISIONS GENERALLY APPLICABLE PRIOR TO JANUARY 1, 2001
E.1 Spouse's Consent to Withdrawals. For distributions made
prior to the date annuity distributions under the Plan are eliminated in
accordance with Section 10.2(b), a Participant's election of a withdrawal
under Section 9.1 or 9.2 or Schedule E.8 shall not be valid if he is married
on the date of his withdrawal and
- he had ever elected a Life Annuity under this Plan, or
- with respect to a withdrawal under Section 9.2, the value of his
Pension Account exceeds zero,
unless
(a) his Spouse consents, or has consented, in writing (or in such
electronic form as designated by the Plan Committee) no more than 90 days
prior to the date of the withdrawal to such election (which consent shall be
irrevocable with respect to the election to which it was given), such
consent is witnessed by a notary public or a Plan representative, and the
consent acknowledges the effect of such election; or
(b) it is established to the satisfaction of the Plan Committee
that such consent cannot be obtained because the Spouse cannot be located or
because of such other circumstances as the Secretary of the Treasury may by
regulations prescribe.
E.2 Normal Form of Benefits. Notwithstanding Section 10.2(a),
the following rules shall apply with respect to distributions with a Benefit
Commencement Date prior to the date annuity distributions under the Plan are
eliminated in accordance with Section 10.2(b):
(a) General Rule. Except as otherwise provided in paragraph (2)
below or unless he otherwise elects in accordance with subsection (b) below:
(1) a Participant's benefits attributable to his Pension
Account shall be paid as:
(A) a spousal 50% joint and survivor annuity to the
Participant for his life followed by a monthly annuity in half that amount
to his Spouse for the Spouse's remaining life), if the Participant is
married on his Benefit Commencement Date; or
(B) a single life annuity (a monthly annuity to the
Participant for his life), if he is not married on his Benefit Commencement
Date; and
(2) the remaining portion of a Participant's benefits
shall be payable as a single lump sum, in cash; provided that if such lump
sum is comprised of more than one check or similar instrument, all such
83
instruments shall be paid within the same taxable year of the Participant;
provided that if the Participant's entire benefits payable do not exceed
$5,000 ($3,500 for periods prior to January 1, 1998) at the time they are
payable, his benefits shall be payable as a single lump sum, in cash;
provided further that if such lump sum is comprised of more than one check
or similar instrument, all such instruments shall be paid within the same
taxable year of the Participant.
(b) Life Annuity Exception. Unless he otherwise elects in
accordance with subsection 10.2(b) the benefits of a Participant who ever
has elected benefits under this Plan in the form of a Life Annuity shall be
paid in the same manner as benefits attributable to a Pension Account under
paragraph (a) above.
(c) In addition to the distribution options set forth in
Section 10.2(b), a Participant described in this Schedule E.2 may also elect
a single lump sum, in cash; provided that if such lump sum is comprised of
more than one check or similar instrument, all such instruments shall be
paid within the same taxable year of the Participant.
E.3 Spousal Consent Rules. In addition to the rules set forth in Section
10.2(b), for a Participant who is married on his Benefit Commencement Date
that is before (a) January 1, 2001 (with respect to a Participant with a
Pension Account) or (b) the date specified in Section 10.2(b) for the
elimination of annuity forms of distribution (with respect to any other
Participant), then
- if he elects, or ever has elected, a Life Annuity under this Plan, or
- if (but only to the extent that) his benefits are attributable to a
Pension Account,
his election under this Section E.3 shall not be effective unless the
Participant's Spouse (if any) consents, or has consented, in writing (or in
such electronic form as designated by the Plan Committee), within that 90
day period, to such election (which consent shall be irrevocable with
respect to the election to which it was given), and
(a) such consent is witnessed by a notary public or a Plan
representative;
(b) the form of benefits (including the Beneficiary, if
any) designated by the election may not be changed (other than revoked)
without the Spouse's similarly notarized written consent (or in such
electronic form as designated by the Plan Committee), except to the extent,
if any, that the Spouse's consent expressly permits further form of benefit
elections (or Beneficiary designations) by the Participant without the
Spouse's further consent; and
(c) the Spouse's consent acknowledges the effect of such
election; or it is established to the satisfaction of the Plan Committee
that such consent cannot be obtained
(1) because the Participant has no Spouse;
84
(2) because the Spouse cannot be located; or
(3) because of such other circumstances as the
Secretary of the Treasury may by regulations prescribe.
E.4 Partial Company Contribution Distributions.
Notwithstanding Section 10.4(b), for periods prior to January 1, 2001, any
partial distribution of a Participant's Accounts shall be made in the
following order and as the Plan Committee may determine from time to time:
(A) After-Tax Contributions made prior to January 1, 1987;
(B) After-Tax Contributions made after December 31, 1986;
(C) Company Fixed Contributions;
(D) Rollover Contributions;
(E) Contributions credited under the Telerate 401(k) Account;
(F) Qualified nonelective contributions (within the meaning
of Code Section 401(m)(4)(C)) credited under the Company Contributions
Account;
(G) Contributions credited under the Pension Account;
(H) Contributions credited under the Qualified Employer
Contributions Account;
(I) Pre-Tax Contributions; and
(J) Matching Contributions.
E.5 Certain Married Participants. For distributions prior to
(a) January 1, 2001 (with respect to a Participant with a Pension Account)
or (b) the date specified in Section 10.2(b) for the elimination of annuity
forms of distribution (with respect to any other Participant), the following
additional rules shall apply under Section 11.2(a):
If the Participant is married upon his death, then
- if he had ever elected a Life Annuity under this Plan, or
- if (but only to the extent that) his benefits are
attributable to a Pension Account,
his election, even if it satisfies the foregoing requirements, shall not be
effective if it was made prior to the year in which he reached age 35 and he
died during or any time after the said year.
E.6 Beneficiary's Election of Form of Benefits. For periods
prior to (a) January 1, 2001 (with respect to a Participant with a Pension
85
Account) or (b) the date specified in Section 10.2(b) for the elimination of
annuity forms of distribution (with respect to any other Participant),
Section 11.2(a)(1) and (2) shall read as follows:
Unless he otherwise elects in accordance with this subsection (b), a
Beneficiary's benefits shall be paid as:
(a) a spousal single life annuity (a monthly annuity to the
Participant's Spouse for the Spouse's life), if and to the extent that:
(1) the Beneficiary is the Participant's Spouse,
(2) the Participant ever elected a Life Annuity under this Plan
or (but only to the extent that) the Participant's benefits are attributable
to a Pension Account, and
(3) the entire benefits payable exceed $5,000 ($3,500 for
periods prior to January 1, 1998) at the time they are payable; or
(b) a single lump sum, in cash, otherwise; provided that if such
lump sum is comprised of more than one check or similar instrument, all such
instruments shall be paid within the same taxable year of the Beneficiary.
In addition to the forms of distribution set forth in Section 11.2(b), a
Beneficiary described in paragraph (a) above may elect a single lump sum, in
cash; provided that if such lump sum is comprised of more than one check or
similar instrument, all such instruments shall be paid within the same
taxable year of the Beneficiary.
E.7 Order of Withdrawals for Loans. Notwithstanding Section
13.2, prior to January 1, 2001, Loans shall be taken from Participants'
Accounts in the following order:
(a) Company Contributions Account (except for qualified
nonelective contributions);
(b) Matching Contributions Account;
(c) Rollover Account;
(d) Telerate 401(k) Account;
(e) Qualified nonelective contributions (within the meaning of
Code Section 401(m)(4)(C)) credited under the Participant's Company
Contributions Account;
(f) Qualified Employer Contributions Account;
(f) Pension Account; and
(g) Pre-Tax Contributions Account.
86
E.8 Hardship Withdrawals of Certain Telerate Plan
Contributions. Prior to January 1, 2001, the following provisions shall
apply:
(a) General. Subject to the spousal consent requirements of
Section 9.3 and except as otherwise provided in this Schedule E.8, a
Participant who is an Employee may elect to withdraw all or a portion of
- that portion of his Company Contributions Account consisting of
the discretionary portion of amounts previously contributed as "Employer's
Non-Elective Contributions" under the Telerate Retirement Plan, including
earnings thereon through December 31, 1990, plus
- his Telerate 401(k) Account, excluding any earnings thereon
under the Telerate Retirement Plan or this Plan,
(except for amounts invested in the Loan Fund) if the Plan Committee
determines, on the basis of all relevant facts and circumstances, that:
(1) the withdrawal is on account of:
(A) Medical expenses described in Code Section 213(d)
incurred by the Participant, his Spouse or dependents (as defined in Code
Section 152), or
(B) the purchase (excluding mortgage payments) of a principal
residence for the Participant; and
(2) the amount to be withdrawn does not exceed the amount
required to relieve the financial need determined under paragraph (1), and
none of said amount may be satisfied from other resources (including assets
of the Participant's spouse and minor children) reasonably available to the
Participant.
The requirement of paragraph (2) of this subsection will be satisfied if the
Plan Committee reasonably relies upon the Participant's notarized
representation, which recites that it is given under the penalty of perjury,
that the need determined under paragraph (1) 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,
- for periods prior to January 1, 2000, by cessation of After-Tax
Contributions under the Plan, or for periods after December 31, 1999, by
cessation of Pre-Tax Contributions under the Plan, or
- by other distributions or nontaxable (at the time of the loan) loans
from this Plan or other plans maintained by any employer (whether or not an
Affiliated Company), or by borrowing from commercial sources on reasonable
commercial terms.
87
(b) Additional Provisions. The minimum amount a Participant
shall be entitled to withdraw pursuant to this Schedule E.8 is $300 or such
greater amount, in increments of $100, as the Plan Committee may from time
to time determine, or, if less, the entire amount otherwise eligible for
withdrawal under this Schedule E.8 and not previously withdrawn. An
application for a withdrawal pursuant to this Schedule E.8 shall be
submitted to the Plan Committee in accordance with procedures adopted by the
Plan Committee, which shall require the submission of such supporting
documentation as it deems necessary, and it shall render its decisions on
such applications on a uniform and nondiscriminatory basis. Payment of a
withdrawal made pursuant to this Schedule E.8 shall be made as soon as
reasonably practicable as of any Valuation Date with respect to
Participants' Accounts following the Plan Committee's decision on the
Participant's written application (or in such electronic form as designated
by the Plan Committee).
(c) Suspension of Participation; Adjustment of Contribution
Limit. A Participant who withdraws any portion of his Telerate 401(k)
Account pursuant to this Schedule E.8 shall not be eligible to make any
employee contributions (including Pre-Tax Contributions) to the Plan and all
other plans of the Affiliated Companies for the 12-month period following
receipt of the withdrawal. For this purpose, the phrase "all other plans of
the Affiliated Companies" means all qualified and nonqualified plans of
deferred compensation maintained by an Affiliated Company, and includes a
stock option, stock purchase, or similar plan, or a cash or deferred
arrangement that is part of a cafeteria plan within the meaning of Code
Section 125, but does not include a health or welfare benefit plan,
including one that is part of a cafeteria plan.
(d) Adjustment of Section 402(g) Limit. A Participant who
withdraws any portion of Telerate 401(k) Account pursuant to this Schedule
E.8 shall be limited to making Pre-Tax Contributions for the taxable year
following the taxable year in which the hardship withdrawal is made of
$7,000 (as adjusted under Code Section 402(g)) less the amount of such
Participant's Pre-Tax Contributions for the year of the withdrawal.
88
DOW JONES 401(K) SAVINGS PLAN
AMENDMENT NO. 1
TO
RESTATEMENT AS OF JANUARY 1, 1997
The Plan Committee of the Dow Jones 401(k) Savings Plan, pursuant to
the authority granted under Section 17.1 of the Plan and by the action of a
majority of the Plan Committee members at a meeting (in person or by
telephonic connection such that all attendees could hear and be heard by all
others), in accordance with the procedures of Section 14.6 of the Plan,
hereby amend the Plan as follows, effective as of January 1, 2002 unless
noted otherwise, the Plan Committee having determined that the amendments
contained herein (1) are necessary or appropriate to facilitate the
administration, management and interpretation of the Plan and to conform the
Plan thereto or maintain compliance of the Plan with the requirements of
Section 401(a) of the Internal Revenue Code, and (2) do not have a material
effect on the currently estimated cost to the sponsoring Companies of
maintaining the Plan.
1. Section 1.16 is amended by adding "($200,000 for Plan Years beginning
on or after January 1, 2002)" after "$150,000" in the first sentence
thereof.
2. Section 1.22 is amended by deleting "or" at the end of subsection (a),
deleting the "." at the end of subsection (b)(2) and inserting in lieu
thereof "; or", and inserting after subsection (b)(2) the following new
subsection (c):
(c)Effective until March 31, 2002, is employed by a United States
Company and receives United States earned income and (1) was
hired after September 30, 1995 but before January 1, 2000 and
previously was a member of a local Belgian retirement plan; (2)
was hired after January 17, 1990 but before June 1, 1995 and
previously was a member of a local Belgian or Dutch retirement
plan; or (3) was hired after June 1, 1995 and before August 1,
1995 and previously worked in Paris, France.
3. Section 1.23 is amended by deleting "and" at the end of subsection (c)
thereof and adding immediately before the "." the following:
(d) an annuity contract described in Code Section 403(b), and (e)
an eligible plan under Code Section 457(b) which is maintained
by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state
and which agrees to account separately for amounts transferred
into such plan from this Plan.
4. Section 1.35 is amended by adding the following new paragraph at the
end thereof:
Notwithstanding the foregoing, effective for Plan Years beginning on or
after January 1, 2002, the term "Key Employee" means any Employee or former
Employee (including any deceased Employee) who, at any time during the Plan
Year that includes the Determination Date, was an officer of the Employer
having annual '415' Compensation greater than $130,000 (as adjusted under
89
Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a
5% owner of the Employer, or a 1% owner of the Employer having an annual
compensation of more than $150,000. The determination of who is a Key
Employee will be made in accordance with Code Section 416(i)(1) and
theapplicable regulations and other guidance of general applicability issued
thereunder
5. Section 5.1(a) is amended by adding the following at the end thereof:
Effective January 1, 2002, notwithstanding anything to the contrary in
Article IV, the amount of Pre-Tax Contributions on behalf of a Participant
for any Plan Year shall not exceed the Deferral Limitation. For purposes of
the Plan, "Deferral Limitation" means the amount set forth in Code Section
402(g), as adjusted for inflation. In addition, effective January 1, 2002,
all Participants who are eligible to make Pre-Tax Contributions and who have
attained age 50 before the close of the Plan Year shall be eligible to make
catch-up contributions in accordance with, and subject to the limitations
of, Code Section 414(v). Such catch-up contributions shall not be taken
into account for purposes of the provisions of the Plan implementing the
required limitations of Code Sections 402(g) and 415. The Plan shall not be
treated as failing to satisfy the provisions of the Plan implementing the
requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or
416, as applicable, by reason of the making of such catch-up contributions.
6. Section 5.2(a)(1) is amended by adding "($40,000 for Limitation Years
beginning on or after January 1, 2002)" after "$30,000", and Section
5.2(a)(2) is amended by adding "(100% for Limitation Years beginning on or
after January 1, 2002)" after "25%".
7. Section 10.2(b) is amended effective as of May 1, 2001 by deleting "May
1, 2001" and inserting in lieu thereof "September 1, 2001".
8. Section 10.3(c) is amended by adding the following new paragraph at the
end thereof, effective as of January 1, 2001:
Notwithstanding the foregoing, with respect to distributions under the Plan
made on or after December 31, 2001 for calendar years beginning on or after
January 1, 2001, the Plan will apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with the regulations under Section
401(a)(9) that were proposed on January 17, 2001 (the "2001 Proposed
Regulations"). If the total amount of required minimum distributions made
to a participant for 2001 prior to December 31, 2001 are equal to or greater
than the amount of required minimum distributions determined under the 2001
Proposed Regulations, then no additional distributions are required for such
participant for 2001 on or after such date. If the total amount of required
minimum distributions made to a participant for 2001 prior to December 31,
2001 are less than the amount determined under the 2001 Proposed
Regulations, then the amount of required minimum distributions for 2001 on
or after such date will be determined so that the total amount of required
minimum distributions for 2001 is the amount determined under the 2001
Proposed Regulations. This paragraph shall continue in effect until the
last calendar year beginning before the effective date of the final
90
regulations under Code Section 401(a)(9) or such other date as may be
published by the Internal Revenue Service;
9. Section 10.4(a)(3) is amended by deleting "or" at the end of
subparagraph (B) thereof and adding the following after subparagraph (C)
thereof:
(D) an annuity contract described in Code Section 403(b), or
(E) an eligible plan under Code Section 457(b) which is maintained by
a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state and which agrees to account
separately for amounts transferred into such plan from this Plan,
10. Subsection (d) of Section 10.4 is redesignated as subsection (f), and
the following new subsections (d) and (e) are added to Section 10.4:
(d) For purposes of the direct rollover provisions in this
Section 10.4, any amount that is distributed on account of hardship shall
not be an Eligible Rollover Distribution and the distributee may not elect
to have any portion of such a distribution paid directly to an Eligible
Retirement Plan.
(e) For purposes of the direct rollover provisions in this
Section 10.4, a portion of a distribution shall not fail to be an Eligible
Rollover Distribution merely because the portion consists of after-tax
employee contributions which are not includible in gross income. However,
such portion may be transferred only to an individual retirement account or
annuity described in Code Section 408(a) or (b), or to a qualified defined
contribution plan described in Code Section 401(a) or 403(a) that agrees to
account separately for amounts so transferred, including separately
accounting for the portion of such distribution which is includible in gross
income and the portion of such distribution which is not so includible.
11. Section 11.2(b) is amended effective as of May 1, 2001 by deleting
"May 1, 2001" and inserting in lieu thereof "September 1, 2001".
12. Section 11.3(b) is amended by adding the following new paragraph at
the end thereof, effective as of January 1, 2001:
Notwithstanding the foregoing, with respect to distributions under the Plan
made on or after December 31, 2001 for calendar years beginning on or after
January 1, 2001, the Plan will apply the minimum distribution requirements
of Code Section 401(a)(9) in accordance with the regulations under Section
401(a)(9) that were proposed on January 17, 2001 (the "2001 Proposed
Regulations"). If the total amount of required minimum distributions made
to a participant for 2001 prior to December 31, 2001 are equal to or greater
than the amount of required minimum distributions determined under the 2001
Proposed Regulations, then no additional distributions are required for such
participant for 2001 on or after such date. If the total amount of required
91
minimum distributions made to a participant for 2001 prior to December 31,
2001 are less than the amount determined under the 2001 Proposed
Regulations, then the amount of required minimum distributions for 2001 on
or after such date will be determined so that the total amount of required
minimum distributions for 2001 is the amount determined under the 2001
Proposed Regulations. This paragraph shall continue in effect until the
last calendar year beginning before the effective date of the final
regulations under Code Section 401(a)(9) or such other date as may be
published by the Internal Revenue Service;
13. Section 11.4(a) is amended to read as follows:
Election of Direct Rollover by Spouse. If the benefits of a Participant's
Spouse otherwise payable under this Article XI constitute or include an
Eligible Rollover Distribution, and
(1) the Spouse elects, no more than 90 days prior to the
payment of his benefits, to have all or a portion of the Eligible Rollover
Distribution (to the extent it is not an outstanding Loan obligation offset
against the Spouse's benefits under Section 11.1) paid directly to an
Eligible Retirement Plan (which, for distributions prior to January 1, 2002,
is an individual retirement account or individual retirement annuity (but
not a Section 401(a) qualified trust or a Section 403(a) annuity plan)),
(2) the Spouse specifies such Eligible Retirement Plan
(for distributions prior to January 1, 2002, such individual retirement plan
or annuity) in his election on a form provided, and in the manner
prescribed, by the Plan Committee, and
(3) if required under a policy adopted by the Plan
Committee, the plan trustee or custodian of the Eligible Retirement Plan
(or, for distributions prior to January 1, 2002, the individual retirement
plan or annuity) certifies prior to the date for the payment of the Spouse's
benefits, on a form provided by or acceptable to the Plan Committee, that
the Eligible Retirement Plan (or, for distributions prior to January 1,
2002, the individual retirement plan or annuity) is, or is intended to be,
an Eligible Retirement Plan (or, for distributions prior to January 1, 2002,
an individual retirement account or individual retirement annuity (other
than an endowment contract) meeting the requirements of Code Sections 408(a)
and 408(b), respectively),
then the portion of the Eligible Rollover Distribution designated by the
Spouse (to the extent it is not an outstanding Loan obligation offset under
Section 11.1) shall be paid in a direct rollover to the Eligible Retirement
Plan (for distributions prior to January 1, 2002, the individual retirement
plan or annuity) specified by the Spouse. A Spouse's failure to make a
timely election under this subsection (a) and timely to furnish the
certification required under paragraph (3) hereof shall be treated as an
election against a direct rollover of any portion of his benefits. A
Spouse's election with respect to one payment in a series of periodic
payments shall apply to all subsequent payments in the series, provided that
the Spouse shall be entitled to change his election at any time, in the same
manner specified in this subsection(a) for making an initial election, with
92
respect to subsequent payments in the series.
14. The second paragraph of Section 13.1(a) is amended to read as follows,
effective as of January 1, 1997:
Notwithstanding any other provision of the Plan to the contrary, no Loan
shall be taken from this Plan unless the Participant's Accounts available to
take the Loan under the Plan are sufficient to provide the entire amount of
the requested loan; provided, however, that if neither the Participant's
Accounts under this Plan nor (effective January 1, 2000) his account under
the Dow Jones Money Purchase Retirement Plan are sufficient when considered
separately to provide the entire amount of the requested loan, the larger
maximum loan available to the Participant under this Plan or the Dow Jones
Money Purchase Retirement Plan shall be made.
15. Section 18.4(c) is amended effective as of January 1, 2002 by adding
to the end thereof the following new paragraph (6):
(6) With respect to a domestic relations order that is determined to
be a Qualified Domestic Relations Order on or after January 1, 2002, the
Alternate Payee may obtain a distribution of any amounts to which he is
entitled at the time permitted under such Qualified Domestic Relations
Order, without regard to whether the Participant could elect a distribution
under the Plan at such time.
16. Section 19.4(e) is amended by adding "(two hundred thousand dollars
($200,000) on or after January 1, 2002" after "($150,000)" in the first
sentence thereof.
17. Section 19.4(g) is amended by adding the following new subsection (g)
to the end thereof:
Notwithstanding any other provision of this Section 19.4 to the contrary,
effective January 1, 2002 employer matching contributions shall be taken
into account for purposes of satisfying the minimum contribution
requirements of Code Section 416(c)(2) and the Plan. The preceding sentence
shall apply with respect to matching contributions under the Plan or any
other plan of the Company. Employer matching contributions that are used to
satisfy the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and
other requirements of Code Section 401(m).
93
CERTIFICATE
This is to certify that the foregoing amendment to the Dow Jones 401(k)
Savings Plan was adopted by the Plan Committee:
/s/James Scaduto
----------------------------
James Scaduto
Chairman, Plan Committee
94
DOW JONES 401(K) SAVINGS PLAN
AMENDMENT NO. 2
TO
PLAN EFFECTIVE AS OF JANUARY 1, 1997
The Plan Committee of the Dow Jones 401(k) Savings Plan, pursuant
to the authority granted under Section 17.1 of the Plan and by the action of
a majority of the Plan Committee members at a meeting (in person or by
telephonic connection such that all attendees could hear and be heard by all
others), in accordance with the procedures of Section 14.6 of the Plan,
hereby amend the Plan as follows, effective as of January 1, 1997 unless
noted otherwise, the Plan Committee having determined that the amendments
contained herein (1) are necessary or appropriate to facilitate the
administration, management and interpretation of the Plan and to conform the
Plan thereto or maintain compliance of the Plan with the requirements of
Section 401(a) of the Internal Revenue Code, and (2) do not have a material
effect on the currently estimated cost to the sponsoring Companies of
maintaining the Plan.
1. The first sentence of the first paragraph that follows Section
1.22(b)(2) is revised to read as follows:
Eligible Employee shall not include, however, any Leased Employee or any
person covered by a collective bargaining agreement which does not provide
for participation in the Plan (except to the extent such collective
bargaining agreement is described in Schedule B attached hereto) who
otherwise is included within the definition of "Employee" in this Article I.
2. The second paragraph of Section 1.25 is revised to read as follows:
For purposes of determining the number or identity of Highly Compensated
Employees or for purposes of the pension requirements of Code Section
414(n)(3), Employee shall also include, effective for services performed
after December 31, 1986, Leased Employees, provided that if such Leased
Employees constitute less than 20% of the combined nonhighly compensated
work force of the Affiliated Companies within the meaning of Code Section
414(n)(5)(C)(ii), Employee shall not include those Leased Employees covered
by a plan described in Code Section 414(n)(5).
3. A new Section 1.66 is added to read as follows:
"Leased Employee" means any person (other than an employee of the recipient)
who pursuant to an agreement between the recipient and any other person
("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one
year, and such services are performed under the primary direction or control
of the recipient.
95
4. Section 4.10(c) is amended by adding the following to the end
thereof:
If the multiple use test is failed, correction shall be made by reducing the
actual deferral percentage of all Highly Compensated Employees.
5. The first sentence of Section 5.2(c) is revised to read as follows:
If the limitation imposed by this Section 5.2 otherwise would be exceeded in
respect of a Participant in a Limitation Year as a result of contributions
based on estimated annual compensation, the allocation of forfeitures, or a
reasonable error in determining the amount of elective deferrals under Code
Section 402(g)(3), the Participant's annual benefit under the defined
benefit plan(s), if any, in which he participates shall be reduced to the
extent required (in accordance with the terms of such plan) to permit
compliance with such limitation.
6. The second sentence of Section 19.4(e) is revised to read as follows:
An Employee's Compensation shall be as defined in Section 1.28 for purposes
of this Article XIX.
7. Schedule D is amended to read as follows, effective as of January 1,
2000:
Hours of Service shall be credited with respect to the following:
Service with Reuters or an affiliate by an employee thereof who (1) moves
directly from employment by Reuters or an affiliate to employment by Dow
Jones Reuters Business Interactive LLC ("Factiva"), (2) is extended Plan
coverage pursuant to Schedule B, and (3) is granted such Hours of Service by
the Plan Committee; provided that the granting of such service is made to
all similarly situated employees in compliance with the requirements of
Treasury Regulation section 1.401(a)(4)-11(d)(3)(iii)(A).
CERTIFICATE
This is to certify that the foregoing amendment to the Dow Jones 401(k)
Savings Plan was adopted by the Plan Committee:
/s/James Scaduto
----------------------------
James Scaduto
Chairman, Plan Committee
96